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EXHIBIT 99.B5.2
SUBADVISORY AGREEMENT
THIS AGREEMENT is made and entered into on this 29th day of September,
1997 between STRONG CAPITAL MANAGEMENT, INC. (the "Adviser"), a Wisconsin
corporation registered under the Investment Advisers Act of 1940, as amended
(the "Advisers Act"), and SCARBOROUGH INVESTMENT ADVISERS, LLC (the
"Subadviser"), a Delaware corporation registered under the Advisers Act.
WITNESSETH:
WHEREAS, Strong Limited Resources Fund (the "Fund"), a series of the
Strong Conservative Equity Funds, Inc., a Wisconsin corporation, is in the
process of registering with the U.S. Securities and Exchange Commission (the
"Commission") as a series fund of an open-end management investment company
under the Investment Company Act of 1940, as amended (the "Investment Company
Act");
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
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
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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 instruments to the Fund if
such transaction is permissible under applicable laws and regulations,
including, without limitation, the Investment Company Act and the
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
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from time to time (or, in the case of the Fund's Code of Ethics, to adopt
or have adopted 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 facsimile 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
facsimile 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 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,
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including, without limitation, the Internal Revenue Code of 1986, as
amended (the "Code"), the Investment Company Act, the 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
the Custody Agreement for the Fund, dated September 29, 1997, and the
Global Custody Agreement for the Fund, dated September 15, 1997, 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 or global 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 Advisers Act, the Code, the Public Utility Holding Company Act
of 1935, the Commodity Exchange Act, as amended (the "CEA") 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, "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.
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(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
Limited Resources 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
and global 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 Advise. 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.
(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
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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 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 the sum of (i) the
annual rate of 0.50% of the Fund's average daily net asset value on the
first $250 million of the Fund's net assets, (ii) the annual rate of
0.40% of the Fund's average daily net asset value on the Fund's net
assets over $250 million and up to $1.25 billion, and (iii) the annual
rate of 0.35% of the Fund's average daily net asset value on the Fund's
net assets over $1.25 billion. In connection with subsections (a)
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 full waiver, the Subadvisory Fee shall be zero. In the event
of a partial waiver, the Subadvisory Fee shall be reduced pro rata.
(b) Most Favored Client Compensation Disclosure. In the event the
Subadviser charges any of its similarly situated advisory 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. 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) of this Section 6 and multiplying the product by the net asset value
of the Fund as determined in accordance
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with the Prospectus as of the close of business on the previous business
day on which the Fund was open for business. The Subadvisory Fee will
reflect any waivers by the Adviser as described in Subsection (a) of this
Section 6.
7. Commissions. The Adviser understands that the Subadviser may, in the
future, act as executing and clearing broker in connection with the
transactions effected by the Fund and that the Subadviser will be paid
commissions by the Fund in connection therewith in accordance with all
applicable laws, including, but not limited to Rule 17e-1 promulgated under the
Investment Company Act.
8. 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.
9. 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
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 (the "NFA"), 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 the 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;
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(e) This Agreement is a valid and binding agreement of the
Subadviser;
(f) The Subadviser and any affiliated person of the Subadviser have
not:
(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 unaudited financial statements for the 7-month
period ended July 31, 1997 attached hereto as Exhibit B are true and
complete copies of the Subadviser's financial statements, are accurate
and complete in all material respects
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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
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 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.
10. 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
Advisers Act;
(b) The Adviser has filed a notice of exemption pursuant to Rule
4.14 under the CEA with the CFTC and the NFA;
(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 Adviser 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.
11. Survival of Representations and Warranties; Duty to Update
Information. All representations and warranties made by the Subadviser and the
Adviser pursuant to Sections 9 and 10 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 provided to
the Adviser and attached as exhibits hereto within fifteen (15) days after
becoming available. Within forty-five (45) days
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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
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.
12. 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 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 federal and state
securities laws or the CEA.
13. 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 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
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(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) 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.
14. Duties of the Adviser. The Adviser shall continue to have
responsibility for all services to be provided to the Fund pursuant to the
Advisory 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.
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15. 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.
16. 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.
17. 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: General Counsel
Facsimile: (000) 000-0000
(b) If to the Subadviser:
Scarborough Investment Advisers, LLC
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, X.X. 00000
Attention: Mr. J. Xxxxxxx Xxxxxx
Facsimile: (000) 000-0000
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(c) If to the Fund:
Strong Limited Resources Fund
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxx Xxxxx, Xxxxxxxxx 00000
Attention: General Counsel
Facsimile: (000) 000-0000
18. 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.
19. Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall together constitute one and the same
instrument.
20. Captions. The captions herein are included for convenience of
reference only and shall be ignored in the construction or interpretation
hereof.
21. 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.
22. 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.
(b) 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 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 Advisers Act and the Investment Company
Act, and
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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.
By: /s/
-------------------------------
Attest: /s/
-------------------------------
SCARBOROUGH INVESTMENT ADVISERS, LLC
By: /s/
-------------------------------
Attest: /s/
-------------------------------
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