AMENDMENT TO SUBADVISORY AGREEMENT
THIS AMENDMENT is made and entered into on this 10th day of February,
1999, between STRONG CAPITAL MANAGEMENT, INC. (the "Adviser"), a Wisconsin
corporation registered under the Investment Advisers Act of 1940 (the "Advisers
Act"), as amended, and X.X. XXXXXX & CO., INC., (the "Subadviser"), a Delaware
corporation registered under the Advisers Act;
W I T N E S S E T H :
WHEREAS, the Adviser and the Subadviser entered into a Subadvisory
Agreement dated June 25, 1993 regarding the management of the Strong American
Utilities Fund, Inc. (the "Fund"); and
WHEREAS, the Adviser is obligated by contract to make payments to third
party financial intermediaries who provide various administrative services for
Fund shareholders who invest through them and the Subadviser is willing to
share in these payments in proportion to the fees it receives from the Fund;
NOW, THEREFORE, the Adviser and the Subadviser mutually agree that,
effective with the date of this Amendment, the Subadviser's fee shall be
modified so that the Adviser and the Subadviser share, in proportion to the
fees they receive from the Fund, in the amount of payments the Adviser is
obligated to make to such third party intermediaries for their services.
* * * * *
IN WITNESSETH WHEREOF, the parties hereto have executed this Amendment on
this 10th day of February, 1999.
X.X. XXXXXX STRONG CAPITAL
& Co., INC. MANAGEMENT, INC.
By: /s/ By: /s/
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