AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made and entered into on July 23, 2001, and as amended
and restated on December 8, 2001, between STRONG CONSERVATIVE EQUITY FUNDS,
INC., a Wisconsin corporation (the "Corporation"), and STRONG CAPITAL
MANAGEMENT, INC., a Wisconsin corporation (the "Adviser");
WITNESSETH
WHEREAS, the Corporation is an open-end management investment company under
the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Corporation is authorized to create separate series, each with
its own separate investment portfolio; and
WHEREAS, the Corporation desires to retain the Adviser, which is a
registered investment adviser under the Investment Advisers Act of 1940, as
amended, to act as investment adviser for each series of the Corporation listed
in Schedule A attached hereto, and to manage each of their assets;
NOW, THEREFORE, the Corporation and the Adviser do mutually agree and
promise as follows:
1. EMPLOYMENT. The Corporation hereby appoints Adviser as investment
adviser for each series of the Corporation listed on Schedule A attached hereto
(a "Portfolio" or collectively, the "Portfolios"), and Adviser accepts such
appointment. Subject to the supervision of the Board of Directors of the
Corporation and the terms of this Agreement, the Adviser shall act as investment
adviser for and manage the investment and reinvestment of the assets of any
Portfolio. The Adviser is hereby authorized to delegate some or all of its
services subject to necessary approval, which includes without limitation, the
delegation of its investment adviser duties hereunder to a subadvisor pursuant
to a written agreement (a "Subadvisory Agreement") under which the subadvisor
shall furnish the services specified therein to the Adviser. The Adviser will
continue to have responsibility for all investment advisory services furnished
pursuant to a Subadvisory Agreement. The Adviser shall discharge the foregoing
responsibilities subject to the control of the Board of Directors of the
Corporation and in compliance with such policies as the Board of Directors may
from time to time establish, and in compliance with the objectives, policies,
and limitations for each Portfolio set forth in such Portfolio's prospectus(es)
and statement of additional information, as amended from time to time, and
applicable laws and regulations. The Adviser shall (i) provide for use by the
Corporation, at the Adviser's expense, office space and all necessary office
facilities, equipment and personnel for servicing the investments of each
Portfolio, (ii) pay the salaries and fees of all officers and directors of the
Corporation who are "interested persons" of the Adviser as such term is defined
under the 1940 Act, and (iii) pay for all clerical services relating to
research, statistical and investment work.
2. ALLOCATION OF PORTFOLIO BROKERAGE. The Adviser is authorized, subject to
the supervision of the Board of Directors of the Corporation, to place orders
for the purchase and sale of securities and to negotiate commissions to be paid
on such transactions. The Adviser is authorized to select the brokers or dealers
that will execute the purchases and sales of securities for the Portfolios and
is directed to use its best efforts to obtain the best net results as described
in the Portfolios' statements of additional information. The Adviser may, on
behalf of each Portfolio, pay brokerage commissions to a broker which provides
brokerage and research services to the Adviser in excess of the amount another
broker would have charged for effecting the transaction, provided (i) the
Adviser 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 Adviser's
overall responsibilities with respect to a Portfolio and the accounts as to
which the Adviser exercises investment discretion, (ii) such payment is made in
compliance with Section 28(e) of the Securities Exchange Act of 1934, as
amended, and other applicable state and federal laws, and (iii) in the opinion
of the Adviser, the total commissions paid by a Portfolio will be reasonable in
relation to the benefits to such Portfolio over the long term.
3. EXPENSES. Each Portfolio will pay all its expenses and the Portfolio's
allocable share of the Corporation's expenses, other than those expressly stated
to be payable by the Adviser hereunder, which expenses payable by a Portfolio
shall include, without limitation, interest charges, taxes, brokerage
commissions and similar expenses, distribution and shareholder servicing
expenses, expenses of issue, sale, repurchase or redemption of shares, expenses
of registering or qualifying shares for sale, expenses of printing and
distributing prospectuses to existing shareholders, charges of custodians
(including sums as custodian and for keeping books and similar services of the
Portfolios), transfer agents (including the printing and mailing of reports and
notices to shareholders), registrars, auditing and legal services, clerical
services related to recordkeeping and shareholder relations, printing of share
certificates, fees for directors who are not "interested persons" of the
Adviser, and other expenses not expressly assumed by the Adviser under Paragraph
1 above. Notwithstanding the foregoing, the Adviser will not bear expenses of
the Corporation or any Portfolio which would result in the Corporation's
inability to qualify as a regulated investment company under the provisions of
the Internal Revenue Code.
4. AUTHORITY OF ADVISER. The Adviser shall for all purposes herein be
considered an independent contractor and shall not, unless expressly authorized
and empowered by the Corporation or any Portfolio, have authority to act for or
represent the Corporation or any Portfolio in any way, form or manner. Any
authority granted by the Corporation on behalf of itself or any Portfolio to the
Adviser shall be in the form of a resolution or resolutions adopted by the Board
of Directors of the Corporation.
5. COMPENSATION OF ADVISER. For the services to be furnished by the Adviser
hereunder, each Portfolio listed in Schedule A shall pay the Adviser, and the
Adviser agrees to accept as full compensation for all services rendered
hereunder, an Advisory Fee. The Advisory Fee shall be calculated by applying a
daily rate, based on the annual percentage rates as set forth in Schedule B of
the net asset value of the Portfolio determined and payable as of the close of
business on each business day. Notwithstanding the foregoing, if a Portfolio is
managed pursuant to a Subadvisory Agreement that pays different subadvisory fees
based on whether or not the subadvisor meets certain performance criteria (as
defined in the Subadvisory Agreement), then the Adviser shall adjust its
Advisory Fee as follows: (i) if the subadvisor meets the performance criteria,
then the Advisory Fee shall not be adjusted; or (ii) if the subadvisor does not
meet the performance criteria, the Advisory Fee shall be reduced by an amount
equal to the difference between the subadvisory fee that would have been paid to
the subadvisor had the subadvisor met the performance criteria, and the actual
subadvisory fee paid to the subadvisor. If such Portfolio later ceases to be
managed pursuant to a Subadvisory Agreement, then the Advisory Fee payable
pursuant to this Agreement shall not be adjusted as described in the immediately
preceding sentence.
6. RIGHTS AND POWERS OF ADVISER. The Adviser's rights and powers with
respect to acting for and on behalf of the Corporation or any Portfolio,
including the rights and powers of the Adviser's officers and directors, shall
be as follows:
(a) Directors, officers, agents and shareholders of the
Corporation are or may at any time or times be interested in the
Adviser as officers, directors, agents, shareholders or otherwise.
Correspondingly, directors, officers, agents and shareholders of the
Adviser are or may at any time or times be interested in the
Corporation as directors, officers, agents and as shareholders or
otherwise, but nothing herein shall be deemed to require the
Corporation to take any action contrary to its Articles of
Incorporation or any applicable statute or regulation. The Adviser
shall, if it so elects, also have the right to be a shareholder in any
Portfolio.
(b) Except for initial investments in a Portfolio, not in
excess of $100,000 in the aggregate for the Corporation, the Adviser
shall not take any long or short positions in the shares of the
Portfolios and that insofar as it can control the situation it shall
prevent any and all of its officers, directors, agents or shareholders
from taking any long or short position in the shares of the Portfolios.
This prohibition shall not in any way be considered to prevent the
Adviser or an officer, director, agent or shareholder of the Adviser
from purchasing and owning shares of any of the Portfolios for
investment purposes. The Adviser shall notify the Corporation of any
sales of shares of any Portfolio made by the Adviser within two months
after purchase by the Adviser of shares of any Portfolio.
(c) The services of the Adviser to each Portfolio and the
Corporation are not to be deemed exclusive and Adviser shall be free to
render similar services to others as long as its services for others
does not in any way hinder, preclude or prevent the Adviser from
performing its duties and obligations under this Agreement. In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the
Adviser, the Adviser shall not be subject to liability to the
Corporation or to any of the Portfolios or to any shareholder for any
act or omission in the course of, or connected with, rendering services
hereunder or for any losses that may be sustained in the purchase,
holding or sale of any security.
7. DURATION AND TERMINATION. The following shall apply with respect to the
duration and termination of this Agreement:
(a) This Agreement shall begin for each Portfolio as of the
date this Agreement is first executed and shall continue in effect for
two years. With respect to each Portfolio added by execution of an
Addendum to Schedule A, the term of this Agreement shall begin on the
date of such execution and, unless sooner terminated as hereinafter
provided, this Agreement shall remain in effect to the date two years
after such execution. Thereafter, in each case, this Agreement shall
remain in effect, for successive periods of one year, subject to the
provisions for termination and all of the other terms and conditions
hereof if: (a) such continuation shall be specifically approved at
least annually by (i) either the Board of Directors of the Corporation
or a majority of a Portfolio's outstanding voting securities, and in
either case (ii) a majority of the Directors who are not parties to
this Agreement or interested persons of any such party (other than as
Directors of the Corporation), cast in person at a meeting called for
that purpose; and (b) Adviser shall not have notified a Portfolio in
writing at least sixty (60) days prior to the anniversary date of this
Agreement in any year thereafter that it does not desire such
continuation with respect to that Portfolio. Prior to voting on the
renewal of this Agreement, the Board of Directors of the Corporation
may request and evaluate, and the Adviser shall furnish, such
information as may reasonably be necessary to enable the Corporation's
Board of Directors to evaluate the terms of this Agreement.
(b) Notwithstanding whatever may be provided herein to the
contrary, this Agreement may be terminated at any time with respect to
any Portfolio, without payment of any penalty, by affirmative vote of a
majority of the Board of Directors of the Corporation, or by vote of a
majority of the outstanding voting securities of that Portfolio, as
defined in Section 2(a)(42) of the 1940 Act, or by the Adviser, in each
case, upon sixty (60) days' written notice to the other party and shall
terminate automatically in the event of its assignment.
8. 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
vote of a majority of the Board of Directors of the Corporation, including a
majority of the Directors who are not parties to this Agreement or interested
persons of any such party to this Agreement (other than as Directors of the
Corporation) cast in person at a meeting called for that purpose, and, where
required by Section 15(a)(2) of the 1940 Act, on behalf of a Portfolio by a
majority of the outstanding voting securities (as defined in Section 2(a)(42) of
the 0000 Xxx) of such Portfolio. If such amendment is proposed in order to
comply with the recommendations or requirements of the Securities and Exchange
Commission or state regulatory bodies or other governmental authority, or to
obtain any advantage under state or federal laws, the Corporation shall notify
the Adviser of the form of amendment which it deems necessary or advisable and
the reasons therefor, and if the Adviser declines to assent to such amendment,
the Corporation may terminate this Agreement forthwith.
9. 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, addressed and
delivered, or mailed postpaid to the other party at the principal place of
business of such party.
10. ASSIGNMENT. This Agreement shall neither be assignable nor subject to
pledge or hypothecation and in the event of assignment, pledge or hypothecation
shall automatically terminate. For purposes of determining whether an
"assignment" has occurred, the definition of "assignment" in Section 2(a)(4) of
the 1940 Act, or any rules or regulations promulgated thereunder, shall control.
11. REPORTS. The Corporation and the Adviser agree to furnish to each
other, if applicable, current prospectuses, proxy statements, reports to
shareholders, certified copies of their financial statements, and such other
information with regard to their affairs as each may reasonably request.
12. USE OF THE ADVISER'S NAME. The Corporation shall not use the name of
the Adviser in any prospectus, sales literature or other material relating to
the Portfolios in a manner not approved by the Adviser prior thereto; PROVIDED,
HOWEVER, that the approval of the Adviser shall not be required for any use of
its name which merely refers in accurate and factual terms to its appointment
hereunder or which is required by the SEC or any state securities authority or
any other appropriate regulatory, governmental or judicial authority; PROVIDED,
FURTHER, that in no event shall such approval be unreasonably withheld or
delayed.
13. CERTAIN RECORDS. Any records required to be maintained and preserved
pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the
1940 Act which are prepared or maintained by the Adviser on behalf of the
Corporation are the property of the Corporation and will be surrendered promptly
to the Corporation on request.
14. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
15. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Wisconsin and the applicable provisions
of the 1940 Act. To the extent that the applicable laws of the State of
Wisconsin, or any of the provisions herein, conflict with the applicable
provisions of the 1940 Act, the latter shall control.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed as of the day and year first stated above.
Attest: Strong Capital Management, Inc.
------------------------------------- ------------------------------------
[Name] [Name, Title]
Attest: Strong Conservative Equity Funds, Inc.
------------------------------------- ------------------------------------
[Name] [Name, Title]
SCHEDULE A
The Portfolio(s) of the Corporation currently subject to this Agreement
are as follows:
Date of Addition
PORTFOLIO(S) TO THIS AGREEMENT
------------ -----------------
Attest: Strong Capital Management, Inc.
------------------------------------- -----------------------------------
[Name] [Name, Title]
Attest: Strong Conservative Equity Funds, Inc.
------------------------------------- -----------------------------------
[Name] [Name, Title]
SCHEDULE B
Compensation pursuant to Paragraph 5 of this Agreement shall be
calculated in accordance with the following schedules:
CURRENT ANNUAL MANAGEMENT FEE RATE
------------------------------------------------------------------------
AVERAGE DAILY NET ASSETS
------------------------------------------------------------------------
FUND FOR ASSETS UNDER FOR THE NEXT FOR ASSETS OF
$4 BILLION $2 BILLION IN ASSETS $6 BILLION AND ABOVE
------------------------------------------- ------------------------ ----------------------- -----------------------
Strong ________________ Fund
Attest: Strong Capital Management, Inc.
------------------------------------- -----------------------------------
[Name] [Name, Title]
Attest: Strong Conservative Equity Funds, Inc.
------------------------------------ -----------------------------------
[Name] [Name, Title]
