DEALER AGREEMENT
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.
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 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 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 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 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 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.
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.
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, 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. 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 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, 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.
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: ________________________________
Name: ________________________________
Title: ________________________________
Date: ________________________________
[DEALER]
By: _________________________________
(Signature)
Name: _________________________________
Title: _________________________________
Address:________________________________
================================
Telephone: _____________________________
NASD CRD # __________________________
Date: _________________________________________
Strong Dealer #___________ (Internal Use Only)
SCHEDULE A
The Advisor Class shares of Funds subject to this Agreement are as follows:
SCHEDULE B
[INSERT OPERATING AGREEMENT, WHEN APPLICABLE, HERE]
SCHEDULE C
[INSERT THE SALES LOAD SCHEDULE HERE.]
