INVESTOR CLASS SHARES
ADMINISTRATION AGREEMENT
THIS AGREEMENT is entered into on this ____ day of ________________, 20__
between Strong Income Trust, a Delaware trust (the "Fund"), and Strong Investor
Services, Inc., a Wisconsin corporation ("SIS"), with respect to the shares of
each of the Series (as defined below). All capitalized terms not defined herein
shall have the same meaning as in the Series' current prospectus.
WITNESSETH
WHEREAS, the Fund is an open-end management investment company registered
under the Investment Company Act of 1940 (the "1940 Act");
WHEREAS, the Fund is authorized to create separate series, each with its
own separate investment portfolio, and the beneficial interest in each such
series will be represented by a separate series of shares (each series is
hereinafter individually referred to as a "Series" and collectively, the
"Series");
WHEREAS, it is in the interest of the Fund to make administrative services
available to shareholders of the Series;
WHEREAS, SIS wishes to act as the administrator for the Series to perform
certain administrative functions in connection with purchases and redemptions of
shares of the Series ("Shares") and to provide related services to shareholders
in connection with their investments in the Series; and
NOW, THEREFORE, the Fund and SIS do mutually agree and promise as follows:
1. APPOINTMENT. SIS hereby agrees to perform certain administrative
services for the Fund with respect to the Series listed on Schedule A hereto, as
such Schedule A may be amended from time to time, as hereinafter set forth. SIS
shall, for all purposes herein, be deemed to be an independent contractor and
unless otherwise expressly provided or authorized, shall have no authority to
act for or represent the Fund in any way and shall not be deemed an agent of the
Fund.
2. SERVICES TO BE PERFORMED.
2.1 SHAREHOLDER SERVICES. SIS shall be responsible for performing or
designating to a third party administrative and servicing functions, which
shall include without limitation:
(i) authorizing expenditures and approving bills for payment on behalf
of the Series; (ii) supervising preparation of the periodic updating of the
Series" registration statements, including prospectuses and statements of
additional information, for the purpose of filings with the Securities and
Exchange Commission ("SEC") and state securities administrators and
monitoring and maintaining the effectiveness of such filings, as
appropriate; (iii) supervising preparation of shareholder reports, notices
of dividends, capital gains distributions and tax credits for the Series"
shareholders, and attending to routine correspondence and other
communications with individual shareholders; (iv) supervising the daily
pricing of the Series" investment portfolios and the publication of the
respective net asset values of the shares of each Series, earnings reports
and other financial data; (v) monitoring relationships with organizations
providing services to the Series, including the Custodian, DST and
printers; (vi) supervising compliance by the Series' with recordkeeping
requirements under the 1940 Act and regulations thereunder, maintaining
books and records for the Series (other than those maintained by the
Custodian and the Series" transfer agent) and preparing and filing of tax
reports other than the Series" income tax returns; (vii) answering
shareholder inquiries regarding account status and history, the manner in
which purchases and redemptions of the shares may be effected, and certain
other matters pertaining to the Series; (viii) assisting shareholders in
designating and changing dividend options, account designations and
addresses; (ix) providing necessary personnel and facilities to coordinate
the establishment and maintenance of shareholder accounts and records with
the Series" transfer agent; (x) transmitting shareholders' purchase and
redemption orders to the Series" transfer agent; (xi) arranging for the
wiring or other transfer of Series to and from shareholder accounts in
connection with shareholder orders to purchase or redeem shares; (xii)
verifying purchase and redemption orders, transfers among and changes in
shareholder-designated accounts; (xiii) informing the distributor of the
gross amount of purchase and redemption orders for shares; and (xiv)
providing such other related services as the Series' or a shareholder may
reasonably request, to the extent permitted by applicable law. SIS shall
provide all personnel and facilities necessary in order for it to perform
the functions contemplated by this paragraph with respect to shareholders.
2.2 STANDARD OF SERVICES. All services to be rendered by SIS hereunder
shall be performed in a professional, competent and timely manner subject
to the supervision of the Board of Trustees of the Fund on behalf of the
Series. The details of the operating standards and procedures to be
followed by SIS in the performance of the services described above shall be
determined from time to time by agreement between SIS and the Fund.
3. FEES. As full compensation for the services described in Section 2
hereof and expenses incurred by SIS, the Series shall pay SIS a fee at an annual
rate, as specified in Schedule A, of each Series' daily net asset value. This
fee will be computed daily and will be payable daily, or as otherwise agreed by
the Fund and SIS. All rights of compensation for services performed up to the
termination of this Agreement in accordance with Section 13 hereof, shall
survive the termination of this Agreement.
4. INFORMATION PERTAINING TO THE SHARES. SIS and its officers, employees
and agents are not authorized to make any representations concerning the Series
or the Shares except to communicate accurately to shareholders factual
information contained in the Series' Prospectus and Statement of Additional
Information and objective historical performance information. SIS shall act as
agent for shareholders only in furnishing information regarding the Series and
shall have no other authority to act as agent for the Series.
During the term of this Agreement, the Series agree to furnish SIS all
prospectuses, statements of additional information, proxy statements, reports to
shareholders, sales literature, or other material the Series will distribute to
shareholders of the Series or the public, which refer in any way to SIS as the
administrator of the Series, and SIS agrees to furnish the Series all material
prepared for shareholders, in each case prior to use thereof. The Series shall
furnish or otherwise make available to SIS such other information relating to
the business affairs of the Series as SIS may, from time to time, reasonably
request in order to discharge its obligations hereunder.
Nothing in this Section 4 shall be construed to make the Series liable for
the use of any information about the Series that is disseminated by SIS.
5. USE OF SIS' NAME. The Series shall not use the name of SIS in any
prospectus, sales literature or other material relating to the Series in a
manner not approved by SIS prior thereto; PROVIDED, HOWEVER, that the approval
of SIS 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.
6. USE OF THE SERIES' NAME. SIS shall not use the name of the Series on any
checks, bank drafts, bank statements or forms for other than internal use in a
manner not approved by the Series prior thereto; PROVIDED, HOWEVER, that the
approval of the Series shall not be required for the use of the Series' names in
connection with communications permitted by Sections 2 and 4 hereof or for any
use of the Series' names which merely refer in accurate and factual terms to
SIS' role 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.
7. SECURITY. SIS represents and warrants that the various procedures and
systems which it has implemented with regard to safeguarding from loss or damage
attributable to fire, theft or any other cause any Series' records and other
data and SIS' records, data, equipment, facilities and other property used in
the performance of its obligations hereunder are adequate and that it will make
such changes therein from time to time as in its judgment are required for the
secure performance of its obligations hereunder. The parties shall review such
systems and procedures on a periodic basis, and the Series shall from time to
time specify the types of records and other data of the Series to be safeguarded
in accordance with this Section 7.
8. COMPLIANCE WITH LAWS. SIS assumes no responsibilities under this
Agreement other than to render the services called for hereunder, on the terms
and conditions provided herein. SIS shall comply with all applicable federal and
state laws and regulations. SIS represents and warrants to the Series that the
performance of all its obligations hereunder will comply with all applicable
laws and regulations, the provisions of its Trust Instrument and by-laws and all
material contractual obligations binding upon SIS. SIS furthermore undertakes
that it will promptly inform the Series of any change in applicable laws or
regulations (or interpretations thereof), which would prevent or impair full
performance of any of its obligations hereunder.
9. FORCE MAJEURE. SIS shall not be liable or responsible for delays or
errors by reason of circumstances beyond its control, including, but not limited
to, acts of civil or military authority, national emergencies, labor
difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God,
insurrection, war, riots or failure of communication or power supply.
10. INDEMNIFICATION.
10.1 INDEMNIFICATION OF SIS. SIS, its Trustees, officers, employees
and agents shall not be liable for any error of judgment or mistake of law
or any loss suffered by the Series in connection with the performance of
its obligations and duties under this Agreement, except a loss resulting
from willful misfeasance, bad faith, or gross negligence in the performance
of such obligations or duties or by reason of the reckless disregard
thereof by SIS, its Trustees, officers, employees and agents. The Series
will indemnify and hold SIS, its Trustees, officers, employees and agents
harmless, from all losses, claims, damages, liabilities or expenses
(including reasonable fees and disbursements of counsel) from any losses,
liabilities, damages, or expenses (collectively, "Losses") resulting from
any and all claims, demands, actions or suits (collectively, "Claims")
arising out of or in connection with actions or omissions in the Series
including, but not limited to, any misstatements or omissions in a
prospectus, actions or inactions by the Series or any of its agents or
contractors or the performance of SIS' obligations hereunder or otherwise
not resulting from the willful misfeasance, bad faith, or gross negligence
of SIS, its Trustees, officers, employees or agents, in the performance of
SIS' duties or from reckless disregard by SIS, its Trustees, officers,
employees or agents of SIS' obligations and duties under this Agreement.
Notwithstanding anything herein to the contrary, the Series will
indemnify and hold SIS harmless from any and all Losses (including
reasonable counsel fees and expenses) resulting from any Claims as a result
of SIS' acting in accordance with any received instructions from the
Series.
10.2 INDEMNIFICATION OF THE SERIES. Without limiting the rights of the
Series under applicable law, SIS will indemnify and hold the Series
harmless from any and all Losses (including reasonable fees and
disbursements of counsel) from any Claims resulting from the willful
misfeasance, bad faith, or gross negligence of SIS, its Trustees, officers,
employees or agents, in the performance of SIS' duties or from reckless
disregard by SIS, its Trustees, officers, employees or agents of SIS'
obligations and duties under this Agreement.
10.3 SURVIVAL OF INDEMNITIES. The indemnities granted by the parties
in this Section 10 shall survive the termination of this Agreement.
11. INSURANCE. SIS shall maintain such reasonable insurance coverage as is
appropriate against any and all liabilities that may arise in connection with
the performance of its duties hereunder.
12. FURTHER ASSURANCES. Each party agrees to perform such further acts and
execute further documents as are necessary to effectuate the purposes hereof.
13. TERMINATION. This Agreement shall continue in force and effect until
terminated or amended to such an extent that a new Agreement is deemed advisable
by either party. Notwithstanding anything herein to the contrary, this Agreement
may be terminated at any time, without payment of any penalty, by either party
upon ninety (90) days written notice to the other party.
14. NON-EXCLUSIVITY. Nothing in this Agreement shall limit or restrict the
right of SIS to engage in any other business or to render services of any kind
to any other corporation, firm, individual or association.
15. AMENDMENTS. This Agreement may be amended only by mutual written
consent of both parties.
16. NOTICE. Any notice that is required to be given by the parties to each
other under the terms of this Agreement shall be in writing, addressed and
delivered, or mailed post paid to the other party at the principal place of
business of such party.
17. 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 SIS on behalf of the Fund are the
property of the Fund and will be surrendered promptly to the Fund on request.
18. 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.
19. 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 Investor Services, Inc.
______________________________________ ____________________________________
[name] [name and title]
Attest: Strong Income Trust
______________________________________ ____________________________________
[name] [name and title]
SCHEDULE A
The Series of the Fund currently subject to this Agreement are as follows:
Date of Addition
PORTFOLIO(S) ANNUAL RATE TO THIS AGREEMENT
Attest: Strong Investor Services, Inc.
______________________________________ ____________________________________
[name] [name and title]
Attest: Strong Income Trust
______________________________________ ____________________________________
[name] [name and title]
