INVESTOR CLASS SHARES
ADMINISTRATION AGREEMENT
THIS AGREEMENT is entered into as of this ___ day of ______, 20__
between Strong Equity Funds II, Inc., a Wisconsin corporation (the
"Corporation"), and Strong Investor Services, Inc., a Wisconsin corporation
("SIS"), with respect to the shares of each of the Funds (as defined below). 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, SIS wishes to act as the administrator for the Funds to
perform certain administrative functions in connection with purchases and
redemptions of shares of the Fund ("Shares") and to provide related services to
shareholders in connection with their investments in the Funds; and
NOW, THEREFORE, the Corporation and SIS do mutually agree and promise
as follows:
1. APPOINTMENT. SIS hereby agrees to perform certain administrative
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.
2.1 SHAREHOLDER SERVICES. SIS shall be responsible for performing
administrative and servicing functions, which shall include without
limitation:
(i) authorizing expenditures and approving bills for payment
on behalf of the Funds; (ii) supervising preparation of the
periodic updating of the Funds' 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 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; (v) monitoring relationships with
organizations providing services to the Funds, 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. 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 Directors of the
Corporation on behalf of the Funds. 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 Corporation.
3. FEES. As full compensation for the services described in Section 2
hereof and expenses incurred by SIS, the Fund shall pay SIS a monthly fee at an
annual rate of 0.25% of the Fund's average daily net asset value. This fee will
be computed daily and will be payable as agreed by the Fund and SIS, but no more
frequently than monthly.
4. INFORMATION PERTAINING TO THE SHARES. SIS and its officers,
employees 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. SIS 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 SIS 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 SIS as the
administrator of the Funds, and SIS agrees to furnish the Funds all material
prepared for shareholders, in each case prior to use thereof. The Funds shall
furnish or otherwise make available to SIS such other information relating to
the business affairs of the Funds 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 Funds liable
for the use of any information about the Funds which is disseminated by SIS.
5. USE OF SIS' NAME. The Funds shall not use the name of SIS in any
prospectus, sales literature or other material relating to the Funds 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 FUNDS' NAME. SIS shall not use the name of the Funds on
any 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
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 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 Fund's 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 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. 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 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 SIS. SIS
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. 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 directors, officers,
employees 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 SIS, its directors,
officers, employees and agents. The Funds will indemnify and hold SIS,
its directors, officers, employees and agents harmless, from all
losses, claims, damages, liabilities or expenses (including reasonable
fees and disbursements of counsel) (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 SIS' obligations
hereunder or otherwise not resulting from the willful misfeasance, bad
faith, or gross negligence of SIS, its directors, officers, employees
or agents, in the performance of SIS' duties or from reckless
disregard by SIS, its directors, officers, employees or agents of SIS'
obligations and duties under this Agreement.
Notwithstanding anything herein to the contrary, the Funds will
indemnify and hold SIS harmless from any and all Losses resulting from
any Claims as a result of SIS' acting in accordance with any received
instructions from the Funds.
10.2 INDEMNIFICATION OF THE FUNDS. Without limiting the rights of
the Funds under applicable law, SIS will indemnify and hold the Funds
harmless from any and all Losses from any Claims resulting from the
willful misfeasance, bad faith, or gross negligence of SIS, its
directors, officers, employees or agents, in the performance of SIS'
duties or from reckless disregard by SIS, its directors, 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 which 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.
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. GOVERNING LAW. This Agreement shall be governed by and construed
in 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 Investor Services, Inc.
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[Name] [Name, Title]
Attest: Strong Equity Funds II, Inc.
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[Name] [Name, Title]
SCHEDULE A
The Funds of the Corporation currently subject to this Agreement are as follows:
Date of Addition
PORTFOLIO(S) ANNUAL RATE TO THIS AGREEMENT
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Attest: Strong Investor Services, Inc.
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[Name] [Name, Title]
Attest: Strong Equity Funds II, Inc.
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[Name} [Name, Title}
