AMENDED AND RESTATED
ADMINISTRATION AGREEMENT - CLASS Z SHARES
THIS AGREEMENT is entered into on this _____ day of _____, 2000 between
Strong __________, Inc., a Wisconsin corporation (the "Corporation"), and Strong
Capital Management, Inc., a Wisconsin corporation ("SCM"), with respect to the
Class Z shares of each of the Funds. All capitalized terms not defined herein
shall have the same meaning as in the Fund's current prospectus.
WITNESSETH
WHEREAS, the Corporation is an open-end management investment company
registered under the Investment Company Act of 1940 (the "1940 Act");
WHEREAS, the Corporation 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 "Fund" and collectively, the "Funds");
WHEREAS, it is in the interest of the Corporation to make administrative
services available to shareholders of the Funds;
WHEREAS, SCM wishes to act as the administrator for the Funds to perform
certain administrative functions in connection with purchases and redemptions of
Class Z shares of the Funds ("Shares") and to provide related services to
shareholders in connection with their investments in the Funds; and
NOW, THEREFORE, the Corporation and SCM do mutually agree and promise as
follows:
1. Appointment. SCM hereby agrees to perform certain administrative
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services for the Corporation with respect to the Funds listed on Schedule A
hereto, as such Schedule A may be amended from time to time, as hereinafter set
forth.
2. Services to be Performed.
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2.1 Shareholder Services. SCM shall be responsible for performing
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administrative and servicing functions, which shall include without limitation:
(i) authorizing expenditures and approving bills for payment on
behalf of the Funds and the Shares; (ii) supervising preparation of the periodic
updating of the Funds' registration statements with respect to the Shares,
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 Funds' shareholders, and attending to routine correspondence and other
communications with individual shareholders; (iv) supervising
the daily pricing of the Funds' investment portfolios and the publication of the
respective net asset values of the Shares of each Fund, earnings reports and
other financial data to the extent required by the Fund's Advisory Agreement
prior to the adoption of this Administration Agreement; (v) monitoring
relationships with organizations providing services to the Funds, with respect
to the Shares, including the Custodian, DST and printers; (vi) supervising
compliance by the Funds with recordkeeping requirements under the 1940 Act and
regulations thereunder, maintaining books and records for the Funds (other than
those maintained by the Custodian and the Funds' transfer agent) and preparing
and filing of tax reports other than the Funds' 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 Funds; (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
Funds' transfer agent; (x) transmitting shareholders' purchase and redemption
orders to the Funds' transfer agent; (xi) arranging for the wiring or other
transfer of funds 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 Funds or a shareholder may reasonably request, to the extent permitted by
applicable law. SCM 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 SCM
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hereunder shall be performed in a professional, competent and timely manner
subject to the supervision of the Board of Directors of the Corporation on
behalf of the Funds. The details of the operating standards and procedures to
be followed by SCM in the performance of the services described above shall be
determined from time to time by agreement between SCM and the Corporation.
3. Fees. As full compensation for the services described in Section 2
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hereof and expenses incurred by SCM, the Funds shall pay SCM a monthly fee at an
annual rate, as specified on Schedule A, of each Fund's average daily net asset
value attributable to the Shares. This fee will be computed daily and will be
payable as agreed by the Corporation and SCM, but no more frequently than
monthly.
4. Information Pertaining to the Shares. SCM and its officers, employees
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and agents are not authorized to make any representations concerning the Funds
or the Shares except to communicate accurately to shareholders factual
information contained in the Funds' Prospectus and Statement of Additional
Information and objective historical performance information. SCM shall act as
agent for shareholders only in furnishing information regarding the Funds and
shall have no other authority to act as agent for the Funds.
During the term of this Agreement, the Funds agree to furnish SCM all
prospectuses, statements of additional information, proxy statements, reports to
shareholders, sales literature, or other material the Funds will distribute to
shareholders of the Funds or the public, which refer in any way to SCM as the
administrator of the Funds, and SCM agrees to furnish the Funds all material
prepared for shareholders, in each case prior to use thereof. The
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Funds shall furnish or otherwise make available to SCM such other information
relating to the business affairs of the Funds as SCM 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 Funds liable
for the use of any information about the Funds which is disseminated by SCM.
5. Use of SCM's Name. The Funds shall not use the name of SCM in any
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prospectus, sales literature or other material relating to the Funds in a manner
not approved by SCM prior thereto; provided, however, that the approval of SCM
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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
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such approval be unreasonably withheld or delayed.
6. Use of the Funds' Name. SCM shall not use the name of the Funds on any
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checks, bank drafts, bank statements or forms for other than internal use in a
manner not approved by the Funds prior thereto; provided, however, that the
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approval of the Funds shall not be required for the use of the Funds' names in
connection with communications permitted by Sections 2 and 4 hereof or for any
use of the Funds' names which merely refer in accurate and factual terms to
SCM's 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
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unreasonably withheld or delayed.
7. Security. SCM represents and warrants that the various procedures and
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systems which it has implemented with regard to safeguarding from loss or damage
attributable to fire, theft or any other cause any Fund's records and other data
and SCM's 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 Funds shall from time to time
specify the types of records and other data of the Funds to be safeguarded in
accordance with this Section 7.
8. Compliance with Laws. SCM assumes no responsibilities under this
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Agreement other than to render the services called for hereunder, on the terms
and conditions provided herein. SCM shall comply with all applicable federal
and state laws and regulations. SCM represents and warrants to the Funds that
the performance of all its obligations hereunder will comply with all applicable
laws and regulations, the provisions of its articles of incorporation and by-
laws and all material contractual obligations binding upon SCM. SCM furthermore
undertakes that it will promptly inform the Funds 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. SCM shall not be liable or responsible for delays or
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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.
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10. Indemnification.
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10.1 Indemnification of SCM. SCM, its directors, officers, employees
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and agents shall not be liable for any error of judgment or mistake of law or
any loss suffered by the Funds 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 SCM, its
directors, officers, employees and agents. The Funds will indemnify and hold
SCM, its directors, 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 Funds including, but not limited to, any misstatements or
omissions in a prospectus, actions or inactions by the Funds or any of its
agents or contractors or the performance of SCM's obligations hereunder or
otherwise not resulting from the willful misfeasance, bad faith, or gross
negligence of SCM, its directors, officers, employees or agents, in the
performance of SCM's duties or from reckless disregard by SCM, its directors,
officers, employees or agents of SCM's obligations and duties under this
Agreement.
Notwithstanding anything herein to the contrary, the Funds will
indemnify and hold SCM harmless from any and all Losses (including reasonable
counsel fees and expenses) resulting from any Claims as a result of SCM's acting
in accordance with any received instructions from the Funds.
10.2 Indemnification of the Funds. Without limiting the rights of
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the Funds under applicable law, SCM will indemnify and hold the Funds 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 SCM, its directors, officers, employees or agents, in the
performance of SCM's duties or from reckless disregard by SCM, its directors,
officers, employees or agents of SCM's obligations and duties under this
Agreement.
10.3 Survival of Indemnities. The indemnities granted by the parties
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in this Section 10 shall survive the termination of this Agreement.
11. Insurance. SCM shall maintain such reasonable insurance coverage as is
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appropriate against any and all liabilities which may arise in connection with
the performance of its duties hereunder.
12. Further Assurances. Each party agrees to perform such further acts and
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execute further documents as are necessary to effectuate the purposes hereof.
13. Termination. This Agreement shall continue in force and effect until
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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.
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14. Non-Exclusivity. Nothing in this Agreement shall limit or restrict
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the right of SCM 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
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consent.
16. Notice. Any notice that is required to be given by the parties to
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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. Governing Law. This Agreement shall be governed by and construed in
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accordance with the laws of the State of Wisconsin.
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 __________ , Inc.
_____________________________ ____________________________________
[Name] [Name, Title]
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SCHEDULE A
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The Funds currently subject to this Agreement are as follows:
Date of Addition
Portfolio(s) Annual Rate to this Agreement
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Attest: Strong Capital Management, Inc.
_____________________________ ____________________________________
[Name] [Name, Title]
Attest: Strong __________, Inc.
_____________________________ ____________________________________
[Name] [Name, Title]
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