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DISTRIBUTION AGREEMENT
January 10, 1996
Strong Funds Distributors, Inc.
Milwaukee, Wisconsin
Dear Sirs:
Strong Xxxxxxx Value Fund, Inc. ("Fund"), a Maryland Corporation, is
registered as an investment company under the Investment Company Act of 1940
("Act"), and an indefinite number of shares of its capital stock have been
registered under the Securities Act of 1933 ("Securities Act"), pursuant to a
Registration Statement on Form N-1A, to be offered continuously for sale to the
public in accordance with terms and conditions set forth in the Prospectus
included in such Registration Statement as it may be amended from time to time.
In this connection, the Fund and XXXXXXX CAPITAL MANAGEMENT, INC., the
Fund's investment adviser ("Management"), desire that your firm act as
distributor ("Distributor") with respect to shares of the Fund that have been or
may be registered as described above during the term of this Agreement to the
extent set forth in, and subject to the terms of, this Agreement. You have
advised the Fund and Management that you are willing so to act as Distributor,
and it is, accordingly, agreed between us as follows:
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1. The Fund hereby appoints you Distributor for the sale of its
shares, pursuant to the aforesaid continuous public offering, for the limited
purpose of facilitating the distribution of shares of the Fund to investors in
any states or jurisdictions in which (a) the Fund's shares are or shall from
time to time be qualified for offering and sale, (b) you are or shall from time
to time become qualified as a broker/dealer, and (c) the Fund may not distribute
its shares without itself qualifying as an issuer dealer or broker/dealer (any
such state or jurisdiction being hereinafter referred to as a "State").
2. You hereby accept such appointment and agree, as agent for and at
the request of the Fund, to distribute the Fund's current Prospectus and
supplemental sales literature authorized by the fund in any State in which you
are then qualified to make such distribution. You shall have the right to review
and approve any disclosure relating to you in the Fund's Registration Statement
and Prospectus and any supplemental sales literature, prior to its use. It is
understood that you do not undertake to sell all or any specific portion of the
shares of the Fund.
3. You agree that only the Fund shall have the right to accept or
reject orders for the purchase of shares of the Fund resulting from your acting
as Distributor hereunder and that you
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are not authorized to accept orders on behalf of the Fund or deliver any shares
of the Fund except as directed by the Fund.
4. The Fund has delivered to you a copy of its current Prospectus
and agrees that it will use its best efforts to continue the effectiveness of
the Registration Statement under the Securities Act. The Fund further agrees to
prepare and file any amendments to its Registration Statement as may be
necessary and any supplemental data in order to comply with the Securities Act.
5. The Fund is registered under the Act as an investment company,
and it will use its best efforts to maintain such registration and to comply
with the requirements of the Act.
6. You agree:
(a) That neither you nor any of your partners will take any
short position in the shares of the Fund.
(b) To furnish to the Fund any pertinent information required to
be included with respect to you as Distributor within the meaning of the
Securities Act in any reports or registration required to be filed with any
governmental authority.
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(c) You will not give any information or make any
representations other than as contained in the Registration Statement or
Prospectus filed under the Securities Act, as in effect from time to time, or in
any supplemental sales literature authorized by the Fund for use in connection
with the sale of shares.
7. (a) The Fund will pay or cause to be paid the expenses (including
the fees and disbursements of its own counsel) of any registration of the Fund's
shares under the Securities Act, expenses of qualifying or continuing the
qualification of the Fund's shares for sale, and expenses incident to the
issuance of the Fund's shares, such as the cost of share certificates, issue
taxes and fees of the transfer agent. The Distributor will pay all other
expenses incident to the sale and distribution of the Fund's shares issued or
sold hereunder, including, without limiting the generality of the foregoing, all
(i) expenses of printing and distributing or disseminating any other literature,
advertising and selling aids in connection with such offering of the Fund's
shares for sale ((except that such expenses shall not include expenses incurred
by the Fund in connection with the preparation, printing, and distribution of
any report or other communication to holders of the Fund's shares in their
capacity as such); and (ii) expenses of advertising in connection with such
offering. The management
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shall reimburse the Distributor for any such expenses the Distributor incurs.
(b) Management shall pay you a fee of $1.00 per annum for your
services hereunder, payable quarterly in advance on the first day of January,
April, July and October, commencing January 10, 1996, and agrees to reimburse
you for all reasonable expenses of distribution, including the costs of printing
and mailing the Prospectus and any supplemental sales literature, upon your
submission of invoices from time to time. If the term of this Agreement
commences other than at the beginning of a calendar quarter or is terminated by
any of the parties pursuant to paragraph ((b) other than at the end of a
quarter, such fee will be prorated for the portion of such quarter during which
this Agreement is in effect.
8. The Fund and Management agree, jointly and severally, to
indemnify and hold the Distributor, its partners and employees, and any person
who controls the Distributor within the meaning of Section 15 of the Securities
Act, free and harmless from and against any and all claims, demands, liabilities
and expenses (including the cost of investigating or defending such claims,
demands or liabilities and any counsel fees incurred in connection therewith)
which the Distributor, its partners, employees or any such controlling person
may incur under the Securities Act, the Act, any state securities laws or
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under common law or otherwise, arising out of or based upon (a) any untrue
statement or alleged untrue statement of a material fact contained in the Fund's
Registration Statement, Prospectus or any supplemental sales literature
authorized by the Fund (such Prospectus, Registration Statement and supplemental
sales literature being referred to collectively herein as "Offering Material"),
(b) any omission or alleged omission to state a material fact required to be
stated in any Offering Material or necessary to make the statements in any
Offering Material not misleading, or (c) any violations of any state securities
laws arising out of or based upon the Distributor's activities hereunder, except
as occasioned solely by the Distributor's failure to be qualified as a
broker/dealer in any state in which the Distributor has distributed Offering
Materials for the Fund; provided, however, that in the event that for any reason
such indemnification is not available or is insufficient to hold the Distributor
harmless, the Fund and Management, agree, jointly and severally, to contribute
to the amounts paid or payable by the Distributor, as a result of any loss,
claim, damage, liability or expense in such proportion as appropriately reflects
the relative benefits received herefrom by the Fund and Management on the one
hand and by the Distributor on the other, or if such allocation is not permitted
by applicable law, then in such proportion as appropriately reflects not only
the foregoing relative benefits but also the relative fault of the Fund and
Management on the one hand and the Distributor on the other in connection with
the
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statements, actions or omissions that resulted in such loss, claim, damage,
liability or expense, as well as any other relative equitable considerations;
and further provided, that in no event shall anything contained herein be so
construed as to protect the Distributor, through indemnification or contribution
of the Fund, but not of Management, against any liability to the Fund or to its
security holders to which the Distributor would otherwise be subject by reason
of willful misfeasance, bad faith, or gross negligence, in the performance of
its duties, or by reason of its reckless disregard of its obligations under this
Agreement. The Fund's and Management's agreements to indemnify the Distributor,
its partners and employees and any such controlling person as aforesaid are
expressly conditioned upon the Fund's and Management's being promptly notified
of any action brought against the Distributor, its partners or employees, or any
such controlling person, such notification to be given by letter or telegram
addressed to the Fund and Management at their principal business offices. The
Fund and Management agrees promptly to notify the Distributor of the
commencement of any litigation or proceedings against the Fund, Management or
any of their officers or directors in connection with the issue and sale of any
shares of the Fund's common stock.
9. (a) This Agreement shall remain in effect until January 10, 1998,
and shall continue in effect from year to year thereafter provided that such
continuation shall be specifically
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approved at least annually by the vote of a majority of the Directors of the
Fund who are not parties to this Agreement or "interested persons" (as defined
in the Act) of any such persons cast in person at a meeting called for the
purpose of voting on such approval and by a vote of the holders of a majority of
the outstanding voting securities of the Fund or the Board of Directors of the
Fund.
(b) Each of the parties hereto may terminate this Agreement at
any time without penalty upon at least 60 days' written notice to the other
parties.
(c) The agreements of the Fund and Management in paragraph 8
shall survive the expiration or earlier termination of this Agreement.
10. This Agreement may not be amended or changed except in writing
and shall be binding upon and shall inure to the benefit of the parties hereto
and their respective successors, but this Agreement shall not be assigned by any
party and shall automatically terminate upon its assignment as defined under the
Act.
If the foregoing is in accordance with your understanding, kindly so
indicate by signing in the space provided below.
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STRONG XXXXXXX VALUE FUND, INC.
/s/ XXXXX X. XXXXXXX
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By:
Its: President
XXXXXXX CAPITAL MANAGEMENT, INC.
/s/ XXXXX X. XXXXXXX
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By:
Its: Presicent
Accepted and Agreed to this ___ day of January 1996.
STRONG FUNDS DISTRIBUTORS, INC.
/s/ XXXXXX X. XXXXX
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By: Xxxxxx X. Xxxxx
Its: President
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