DEALER AGREEMENT (ADVISOR CLASS SHARES)
STRONG INVESTMENTS, INC.
Strong Investments, Inc. ("Distributor") and _________________ ("Dealer") have
agreed that Dealer will participate in the distribution of shares ("Shares") of
all the mutual funds or series or portfolios thereof (as they may exist from
time to time) comprising each of the mutual funds, including any classes
thereof, in the Strong family of funds (each a "Fund" and collectively the
"Funds") 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 Dealer
Agreement ("Agreement"). Any such additional Funds will be included in this
Agreement upon Distributor's written notification to Dealer. Nothing in this
Agreement shall limit Dealer's right to engage one or more subcontractors or
agents, but no such engagement shall relieve Dealer of its duties,
responsibilities, obligations, agreements or liabilities under this Agreement.
1. LICENSING
a. Dealer represents and warrants that it is: (i) a broker-dealer
registered with the Securities and Exchange Commission ("SEC"); (ii) a member
in good standing of the National Association of Securities Dealers, Inc.
("NASD"); and (iii) licensed by the appropriate regulatory agency of each state
or other jurisdiction in which Dealer will offer and sell Shares of the Funds,
to the extent necessary to perform the duties and activities contemplated by
this Agreement.
b. Dealer represents and warrants that each of its partners, directors,
officers, employees, and agents who will be utilized by Dealer with respect to
its duties and activities under this Agreement is either appropriately licensed
or exempt from such licensing requirements by the appropriate regulatory agency
of each state or other jurisdiction in which Dealer will offer and sell Shares
of the Funds.
c. Dealer agrees that, (i) termination or suspension of its registration
with the SEC, (ii) termination or suspension of its membership with the NASD,
or (iii) 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. Dealer further agrees to immediately
notify Distributor in writing of any such action or event.
d. Dealer agrees that this Agreement is in all respects subject to the
Conduct Rules of the NASD and such Conduct Rules shall control any provision to
the contrary in this Agreement.
e. Dealer agrees to be bound by and to comply with all applicable state and
federal laws and all rules and regulations promulgated thereunder generally
affecting the sale or distribution of mutual fund shares or classes of such
shares.
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2. ORDERS
a. Dealer agrees to offer and sell Shares of the Funds (including those of
each of its classes) only at the regular public offering price applicable to
such Shares and in effect at the time of each transaction. The procedures
relating to all orders and the handling of each order (including the manner of
computing the net asset value of Shares and the effective time of orders
received from Dealer) are subject to: (i) the terms of the then current
prospectus and statement of additional information (including any supplements,
stickers or amendments thereto) relating to each Fund (or, as appropriate,
class thereof), as filed with the SEC ("Prospectus"); (ii) the new account
application, or appropriate substitute, for each Fund as supplemented or
amended from time to time; (iii) Distributor's written instructions and
multiple class pricing procedures and guidelines, as provided to Dealer from
time to time; and, when applicable, (iv) the terms and conditions set forth in
the [Operating and Services] [Services] Agreement, dated as of ____________,
between [Dealer] [Entity Name] and Distributor ("Operating Agreement"),
attached as Schedule B, as may be amended from time to time, the terms and
conditions of which shall set forth procedures governing, among other things,
the establishment of Dealer's accounts, pricing and distribution information,
and the placement and settlement of orders, including all orders placed and/or
settled outside of the NSCC Fund/Serv Networking program, as defined below. To
the extent that the Prospectus contains provisions that are inconsistent with
this Agreement or any other document, the terms of the Prospectus shall be
controlling.
b. Distributor reserves the right at any time, and without notice to
Dealer, to suspend the sale of Shares or to withdraw or limit the offering of
Shares. Distributor reserves the unqualified right not to accept any specific
order for the purchase or sale of Shares.
c. In all offers and sales of the Shares to the public, Dealer is not
authorized to act as broker or agent for, or employee of, Distributor, any Fund
or any other dealer, and Dealer shall not in any manner represent to any third
party that Dealer has such authority or is acting in such capacity, unless
expressly provided for elsewhere in this Agreement. Rather, Dealer agrees that
it is acting as principal for Dealer's own account or as agent on behalf of
Dealer's customers in all transactions in Shares, except as provided in Section
3.i. hereof. Dealer acknowledges that it is solely responsible for all
suitability determinations with respect to sales of Shares of the Funds to
Dealer's customers and that Distributor has no responsibility for the manner of
Dealer's performance of, or for Dealer's acts or omissions in connection with,
the duties and activities Dealer provides under this Agreement.
Notwithstanding the previous sentence, Dealer represents and warrants that each
customer of Dealer has received the Prospectus for each Fund to be purchased by
such customer.
d. All orders are subject to acceptance by Distributor in its sole
discretion and become effective only upon confirmation by Distributor.
e. Distributor agrees that it will accept from Dealer orders placed through
a remote terminal or otherwise electronically transmitted via the National
Securities Clearing Corporation ("NSCC") Fund/Serv Networking program,
provided, however, that appropriate
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documentation thereof and agreements relating thereto are executed by both
parties to this Agreement, including in particular the standard NSCC Networking
Agreement and any other related agreements between Distributor and Dealer
deemed appropriate by Distributor, and that all accounts opened or maintained
pursuant to that program will be governed by applicable NSCC rules and
procedures. Both parties further agree that, if the NSCC Fund/Serv Networking
program is used to place orders, the standard NSCC Networking Agreement will
control insofar as there is any conflict between any provision of the Dealer
Agreement and the standard NSCC Networking Agreement. To the extent that the
Prospectus contains provisions that are inconsistent with the standard NSCC
Networking Agreement, the terms of the Prospectus shall control.
3. DUTIES OF DEALER
a. Dealer agrees to purchase Shares only from Distributor or from Dealer's
customers.
b. Dealer agrees to enter orders for the purchase of Shares only from
Distributor and only for the purpose of covering purchase orders Dealer has
already received from its customers or for Dealer's own bona fide investment.
c. Dealer agrees to date and time stamp all orders received by Dealer and
promptly, upon receipt of any and all orders, to transmit to Distributor all
orders received prior to the time described in the Prospectus, and in
accordance with any schedules attached to this Agreement, for the calculation
of each Fund's net asset value (and public offering price) so as to permit
Distributor to process all orders at the price next determined after receipt by
Dealer, in accordance with the Prospectus. Dealer agrees not to withhold
placing orders for Shares with Distributor so as to profit itself as a result
of such inaction.
d. Dealer agrees to maintain records of all purchases and sales of Shares
made through Dealer and to furnish Distributor or regulatory authorities with
copies of such records upon request. In that regard, Dealer agrees that,
unless Dealer holds Shares as nominee for its customers or participates in the
NSCC Fund/Serv Networking program, at certain matrix levels, it will provide
Distributor with all necessary information to comply properly with all federal,
state and local reporting requirements and backup and nonresident alien
withholding requirements for its customer accounts including, without
limitation, those requirements that apply by treating Shares issued by the
Funds as readily tradable instruments. Dealer 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. With respect to all other accounts, including Shares held by
Dealer in omnibus accounts and Shares purchased or sold through the NSCC
Fund/Serv Networking program, at certain matrix levels, Dealer agrees to
perform all federal, state and local tax reporting with respect to such
accounts, including without limitation redemptions and exchanges.
e. Dealer agrees to distribute or cause to be delivered to its customers
Prospectuses, proxy solicitation materials and related information and proxy
cards, semi-annual
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and annual shareholder reports and any other materials in compliance with
applicable legal requirements, except to the extent that Distributor expressly
undertakes in writing to do so.
f. Dealer agrees that if any Share is repurchased by any Fund or is
tendered for redemption within seven (7) business days after confirmation by
Distributor of the original purchase order from Dealer, Dealer shall forfeit
its right to any concession or commission received by Dealer with respect to
such Share and shall forthwith refund to Distributor the full concession or
commission, if any, allowed or paid to Dealer on the original sale.
Distributor agrees to notify Dealer of such repurchase or redemption within a
reasonable time after settlement. Termination or cancellation of this
Agreement shall not relieve Dealer from its obligation under this provision.
g. Dealer agrees that payment for Shares ordered from Distributor shall be
in Fed Funds, New York clearinghouse or other immediately available funds, and
that such funds shall be received by Distributor by the earlier of: (i) the
end of the third (3rd) business day following Dealer's receipt of the
customer's order to purchase such Shares; (ii) the settlement date established
in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934, as
amended; or (iii) the settlement date as set forth in a schedule attached to
this Agreement. If such payment is not received by Distributor by such date,
Dealer shall forfeit its right to any concessions or commission with respect to
such order, and Distributor reserves the right, without notice, forthwith to
cancel the sale, or, at its option, to sell the Shares ordered back to the
Fund, in which case Distributor may hold Dealer responsible for any loss,
including loss of profit, suffered by Distributor resulting from Dealer's
failure to make payment as aforesaid. If a purchase is made by check, the
purchase is deemed made upon conversion of the purchase instrument into Fed
Funds, New York clearinghouse or other immediately available funds.
h. Dealer agrees that it: (i) shall assume responsibility for any loss to
the Fund caused by a correction to any order placed by Dealer that is made
subsequent to the trade date for the order, provided such order correction was
not based on any negligence on Distributor's part; and (ii) will immediately
pay such loss to the Fund upon notification.
i. Dealer agrees that, in connection with orders for the purchase of Shares
on behalf of any individual retirement accounts ("IRAs"), 401(k) plans or other
retirement plan (collectively, "Retirement Plans") accounts by mail, telephone,
or wire, Dealer shall act as agent for the custodian or trustee of such
Retirement Plans (solely with respect to the time of receipt of the application
and payments), and Dealer shall not place such an order with Distributor until
it has received from its customer payment for such purchase and, if such
purchase represents the first contribution to such a Retirement Plan account,
the completed documents necessary to establish the Retirement Plan. Dealer
agrees to indemnify Distributor and its affiliates for any claim, loss, or
liability resulting from incorrect investment instructions received by
Distributor from Dealer. Dealer represents and warrants to Distributor that
Dealer is informed and knowledgeable as to the requirements imposed under the
Internal Revenue Code of 1986, as amended (the "Code"), and the rules,
regulations and rulings adopted pursuant thereto, on and in respect to IRAs, as
defined under the Code. Dealer further represents and warrants that for all
XXX orders placed by Dealer under this Agreement, Dealer: (i) shall deliver to
the customer the
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appropriate trust and disclosure statement before placing such order; and (ii)
shall ensure that the contribution from the customer is properly designated as
to the year of contribution. Distributor shall not be responsible for
monitoring orders placed by Dealer with regard to compliance with the Code and
other rules and regulations promulgated under the Code, including, but not
limited to, those related to over-contributions, eligibility, income
restrictions, timeliness of contribution, or any other matters related to the
status of any XXX order, nor for Dealer's compliance with Distributor's
procedures with respect to such XXX orders.
j. Dealer agrees that it will not make any conditional orders for the
purchase or redemption of Shares and acknowledges that Distributor will not
accept conditional orders for Shares.
k. Dealer agrees that all out-of-pocket expenses incurred by it in
connection with its activities under this Agreement will be borne by Dealer.
l. Dealer agrees that it will keep in force appropriate broker's blanket
bond insurance policies covering any and all acts of Dealer's partners,
directors, officers, employees, and agents adequate to reasonably protect and
indemnify Distributor and the Funds against any loss which any party may suffer
or incur, directly or indirectly, as a result of any action by Dealer or
Dealer's partners, directors, officers, employees, and agents.
m. Dealer agrees that it will maintain the required net capital as
specified by the rules and regulations of the SEC, NASD and other regulatory
authorities.
4. DEALER COMPENSATION
a. On each purchase of Shares by Dealer from Distributor, the total sales
charges and dealer concessions or commissions, if any, payable to Dealer shall
be as stated on Schedule C to this Agreement, which may be amended by
Distributor from time to time. Distributor reserves the right, without prior
notice, to suspend or eliminate such Dealer concession or commissions by
amendment, sticker or supplement to the Prospectus for each Fund. Such sales
charges and dealer concessions or commissions, are subject to reduction[s]
under a variety of circumstances as described in each Fund's Prospectus. For a
customer to obtain any such reduction in the applicable sales charge,
Distributor must be notified by Dealer at the time of the sale that the sale
qualifies for the reduced sales charge. If Dealer fails to notify Distributor
of the applicability of a reduction in the sales charge at the time the trade
is placed, neither Distributor nor any Fund will be liable for amounts
necessary to reimburse any customer for the reduction that should have been
effected. Dealer acknowledges that no sales charge or concession or commission
will be paid to Dealer on the reinvestment of dividends or capital gains
reinvested in additional Shares. Dealer further acknowledges that Shares
acquired in exchange for Shares of another Fund, or class thereof, shall not be
assessed a sales charge, except for exchanges with respect to Advisor Class
Shares that are sold at their net asset value, in accordance with the
Prospectus.
b. With respect to purchases of Shares by Dealer from Distributor with
respect to any Fund or class thereof that are authorized to make payments of
asset-based sales
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charges (I.E., payments of fees and expenses made in accordance with a
distribution or 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 Dealer 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 Dealer continuing distribution
and/or service fees, as specified in the relevant Prospectus to the extent that
Dealer provides distribution, marketing, administrative and other services and
activities regarding the promotion of such Shares and the servicing or
maintenance of related shareholder accounts. The Fund or the Distributor
reserves the right, without prior notice, to suspend or eliminate the payment
of such Rule 12b-1 Plan payments or other dealer compensation by amendment,
sticker or supplement to the Prospectus for each Fund.
c. In accordance with the Funds' Prospectuses, Distributor or any affiliate
of the Distributor may, but is not obligated to, make payments to dealers from
Distributor's or such affiliate's own resources as compensation for certain
sales that are made at net asset value or as payment to dealers that otherwise
would not be fully compensated ("Qualifying Sales"). If Dealer notifies
Distributor of a Qualifying Sale, Distributor may make a contingent advance
payment up to the maximum amount available for payment on the sale. If any of
the Shares purchased in a Qualifying Sale are redeemed within twelve (12)
months of the end of the month of purchase, Distributor shall be entitled to
recover any advance payment attributable to the redeemed Shares by reducing any
account payable or other monetary obligation Distributor may owe to Dealer or
by making demand upon Dealer for repayment in cash. Distributor reserves the
right to withhold advances to Dealer, if for any reason Distributor believes
that it may not be able to recover unearned advances from Dealer.
d. In connection with the receipt of distribution fees and/or service fees
under Rule 12b-1 Plans applicable to Shares purchased by Dealer's customers,
Distributor directs Dealer to provide enhanced shareholder services such as:
processing purchase and redemption transactions; establishing shareholder
accounts; and providing certain information and assistance with respect to the
Funds. (Redemption levels of shareholder accounts assigned to Dealer will be
considered in evaluating Dealer's continued ability to receive payments of
distribution and/or service fees.) In addition, Dealer agrees to support
Distributor's marketing efforts by, among other things, (i) granting reasonable
requests for visits to Dealer's office by Distributor's wholesalers and/or
marketing representatives, (ii) including all Funds covered by a Rule 12b-1
Plan on Dealer's "approved," "preferred" or other similar product lists, if
applicable, and (iii) otherwise providing satisfactory product, marketing and
sales support. Further, Dealer agrees to provide Distributor with supporting
documentation concerning the shareholder services provided, as Distributor may
reasonably request from time to time.
e. All Rule 12b-1 Plan distribution and/or servicing fees shall be based on
the value of Shares attributable to Dealer's customers 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. Dealer
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
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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 Dealer 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
Dealer's customers' 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).
f. 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 statement of additional
information. Dealer 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, Dealer 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.
5. REDEMPTIONS, REPURCHASES AND EXCHANGES
a. The Prospectus for each Fund describes the provisions whereby the Fund,
under all ordinary circumstances, will redeem Shares held by shareholders on
demand. Dealer agrees that it will not make any representations to
shareholders relating to the redemption of their Shares other than the
statements contained in the Prospectus and the underlying organizational
documents of the Fund, to which it refers, and that Dealer will pay as
redemption proceeds to shareholders the net asset value, minus any applicable
contingent deferred sales charge or redemption fee, determined after receipt of
the order as discussed in the Prospectus.
b. Dealer agrees not to repurchase any Shares from its customers at a price
below that next quoted by the Fund for redemption or repurchase, I.E., at the
net asset value of such Shares, less any applicable contingent deferred sales
charge or redemption fee, in accordance with the Fund's Prospectus. Dealer
shall, however, be permitted to sell Shares for the account of the customer or
record owner to the Funds at the repurchase price then currently in effect for
such Shares and may charge the customer or record owner a fair service fee or
commission for handling the transaction, provided Dealer discloses the fee or
commission to the customer or record owner. Nevertheless, Dealer agrees that
it shall not under any circumstances maintain a secondary market in such
repurchased Shares.
c. Dealer agrees that, with respect to a redemption order it has made, if
instructions in proper form, including any outstanding certificates, are not
received by Distributor within the time customary or the time required by law,
the redemption may be canceled forthwith without any responsibility or
liability on Distributor's part or on the part of any Fund, or Distributor, at
its option, may buy the shares redeemed on behalf of the Fund, in which latter
case Distributor may hold Dealer responsible for any loss, including loss of
profit, suffered by Distributor resulting from Distributor's failure to settle
the redemption.
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d. Dealer agrees that it will comply with any restrictions and limitations
on transactions described in each Fund's Prospectus, including any restrictions
or prohibitions relating to frequent purchases and redemptions (I.E., market
timing).
6. MULTIPLE CLASSES OF SHARES
Distributor may, from time to time, provide Dealer with written guidelines or
standards relating to the sale, distribution or servicing of Funds offering
multiple classes of Shares having different sales loads, Rule 12b-1 Plan fees
and expenses, and other operating expenses.
7. FUND INFORMATION
a. Dealer 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.
b. Distributor will supply to Dealer Prospectuses, reasonable quantities of
sales literature, sales bulletins, and additional sales information.
Distributor may, at its discretion, elect to provide Dealer with such
materials in an electronic format. If so requested by Dealer, Distributor shall
use its best efforts to review sales literature and other marketing materials
prepared by Dealer which relate to the Funds or Distributor for factual
accuracy as to these entities, provided that Distributor is provided at least
five business days to review the materials. In no event, however, shall
Distributor review the materials for compliance with applicable laws.
Notwithstanding the foregoing, Dealer shall provide Distributor with copies of
all sales literature and other marketing materials which refer to the Funds or
the Distributor within five business days after their first use, regardless of
whether Distributor has previously reviewed the materials. If so requested by
Distributor, Dealer shall cease to use any sales literature or marketing
materials which refer to the Funds or Distributor that Distributor determines
to be inaccurate, misleading or otherwise unacceptable.
8. SHARES
a. Distributor acts solely as agent for the Fund and Distributor shall have
no obligation or responsibility with respect to Dealer's right to purchase or
sell Shares in any state or jurisdiction.
b. Distributor shall periodically furnish Dealer with information
identifying the states or jurisdictions in which it is believed that all
necessary notice, registration or exemptive filings for Shares have been made
under applicable securities laws such that offers and sales of Shares may be
made in such states or jurisdictions. Distributor shall have no obligation to
make such notice, registration or exemptive filings with respect to Shares in
any state or jurisdiction.
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c. Dealer agrees not to transact orders for Shares in states or
jurisdictions in which it has been informed that Shares may not be sold or in
which it and its personnel are not authorized to sell Shares.
d. Distributor shall have no responsibility, under the laws regulating the
sale of securities in the United States or any foreign jurisdiction, with
respect to the qualification or status of Dealer or Dealer's personnel selling
Fund Shares. Distributor shall not, in any event, be liable or responsible for
the issue, form, validity, enforceability and value of such Shares or for any
matter in connection therewith.
e. Dealer agrees that it will make no offers or sales of Shares in any
foreign jurisdiction, except with the express written consent of Distributor.
9. INDEMNIFICATION
a. Dealer 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 offer or
sale by Dealer of Shares of the Funds pursuant to this Agreement (except to the
extent that Distributor's gross negligence or failure to follow correct
instructions received from Dealer is the cause of such loss, claim, liability,
cost or expense); (ii) any redemption or exchange pursuant to instructions
received from Dealer or its directors, partners, affiliates, officers,
employees or agents; or (iii) the breach by Dealer of any of its
representations and warranties specified herein or Dealer'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 Dealer 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
Dealer. This indemnity agreement is in addition to any other liability which
Dealer may otherwise have.
b. Distributor agrees to indemnify, defend and hold harmless Dealer 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 Dealer 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 Dealer, 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 9 (an "Indemnified Party") of notice of the commencement of
an investigation, action,
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claim or proceeding, such Indemnified Party shall, if a claim in respect
thereof is to be made against the indemnifying party under this Section 9 (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 9. 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 9 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. Dealer further agrees promptly to send Distributor copies of (i) any
report filed pursuant to NASD Conduct Rule 3070, including, without limitation
quarterly reports filed pursuant to Rule 3070(c), (ii) reports filed with any
other self-regulatory organization in lieu of Rule 3070 reports pursuant to
Rule 3070(e) and (iii) amendments to Dealer's Form BD.
e. Each party's obligations under these indemnification provisions shall
survive any termination of this Agreement.
10. TERMINATION; AMENDMENT
a. In addition to the automatic termination of this Agreement specified in
Section 1.c. 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. This Agreement shall terminate immediately upon the appointment of a
Trustee under the Securities Investor Protection Act or any other act of
insolvency by Dealer.
c. The termination of this Agreement by any of the foregoing
means shall have no effect upon transactions entered into prior to the
effective date of termination and shall not relieve Dealer of its obligations,
duties and indemnities specified in this Agreement; provided, however, that
Distributor's obligation to pay Rule 12b-1 fees to Dealer 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 Rule 12b-1 fees shall end as of the date
of such termination). A trade placed by Dealer subsequent to its voluntary
termination of this Agreement will not serve to reinstate the Agreement.
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Reinstatement, except in the case of a temporary suspension of Dealer, will
only be effective upon written notification by Distributor.
d. 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.
e. This Agreement may be amended by Distributor at any time by written
notice to Dealer. Dealer's placing of an order or accepting payment of any
kind after the effective date and receipt of notice of such amendment shall
constitute Dealer's acceptance of such amendment.
11. 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.
12. ADDITIONAL DEALER REPRESENTATIONS AND WARRANTIES
In addition to the representations and warranties found elsewhere in this
Agreement, Dealer 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 Dealer is organized and
that Dealer will not offer Shares of any Fund for sale in any state or
jurisdiction where such Shares may not be legally sold or where Dealer is not
qualified to act as a broker-dealer.
b. It is empowered under applicable laws and by Dealer's organizational
documents to enter into this Agreement and perform all activities and services
of the Dealer
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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 Dealer's ability to perform
under this Agreement.
c. All requisite actions have been taken to authorize Dealer 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 laws, rules or regulations.
e. This Agreement constitutes the legal, valid and binding obligation of
Dealer and is enforceable against Dealer in accordance with its terms.
13. SETOFF; DISPUTE RESOLUTION; GOVERNING LAW
a. Should any of Dealer's compensation accounts with Distributor have a
debit balance, Distributor shall be permitted to offset and recover the amount
owed from any other account Dealer has with Distributor, without notice or
demand to Dealer.
b. In the event of a dispute concerning any provision of this Agreement,
either party may require the dispute to be submitted to binding arbitration
under the commercial arbitration rules and procedures of the NASD. The parties
agree that, to the extent permitted under such arbitration rules and
procedures, the arbitrators selected shall be from the securities industry.
Judgment upon any arbitration award may be entered by any state or federal
court having jurisdiction.
c. This Agreement shall be governed and construed in accordance with the
laws of the state of Wisconsin, not including any provision or judicial
interpretation which would require the general application of the law of
another jurisdiction.
14. 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.
15. 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.
16. 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,
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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.
17. RELATIONSHIP OF PARTIES
Unless expressly provided for elsewhere in this Agreement, all
services performed under this Agreement by Dealer 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.
18. 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 Dealer:
___________________________________
___________________________________
___________________________________
Attention: __________________________
Facsimile No.: (____) ______
if to Distributor:
Strong Investments, Inc.
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxx, XX 00000
Attention: General Counsel
Facsimile No.: (000) 000-0000
19. ENTIRE AGREEMENT
This Agreement, along with any attached schedules, and the NSCC Networking
Agreement, 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 Dealer and accepted by
Distributor.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year set forth below.
STRONG INVESTMENTS, INC.
By: ________________________________
Xxxxxxx X. Xxxxxxxxxxx, Vice President
Date: ________________________________
[DEALER]
By: _________________________________
(Signature)
Name: _________________________________
Title: _________________________________
Address:________________________________
________________________________
________________________________
Telephone: _____________________________
NASD CRD # __________________________
Date: _________________________________________
Strong Dealer #___________ (Internal Use Only)
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SCHEDULE A
The Advisor Class shares of Funds subject to this Agreement are as follows:
Strong Advantage Fund
Strong Blue Chip 100 Fund
Strong Bond Fund
Strong Corporate Bond Fund
Strong Enterprise Fund
Strong Government Securities Fund
Strong Growth Fund
Strong Growth 20 Fund
Strong Growth and Income Fund
Strong High-Yield Bond Fund
Strong High-Yield Municipal Bond Fund
Strong Municipal Bond Fund
Strong Opportunity Fund
Strong Short-Term Bond Fund
Strong Short-Term High Yield Bond Fund
Strong Short-Term High Yield Municipal Bond Fund
Strong Short-Term Municipal Bond Fund
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SCHEDULE B
[INSERT OPERATING AGREEMENT, WHEN APPLICABLE, HERE]
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SCHEDULE C
[INSERT THE SALES LOAD SCHEDULE HERE.]
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