ADMINISTRATION AGREEMENT
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
various classes of 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 various classes of shares of the Funds ("Shares") and to provide
related services to shareholders holding those classes of shares 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
services for the Corporation with respect to the Funds and
classes 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 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) providing necessary personnel and facilities
to coordinate the establishment and maintenance of
shareholder accounts and records with the Funds' transfer
agent; (viii) transmitting shareholders' purchase and
redemption orders to the Funds' transfer agent; (ix)
arranging for the wiring or other transfer of funds to and
from shareholder accounts in connection with shareholder
orders to purchase or redeem Shares; (x) verifying purchase
and redemption orders, transfers among and changes in
shareholder-designated accounts; (xi) informing the
distributor of the gross amount of purchase and redemption
orders for Shares; and (xii) 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
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
hereof and expenses incurred by SCM, the Funds shall pay SCM a monthly fee at an
annual rate, as specified for each class of shares on Schedule A, of each Fund's
average daily net asset value attributable to a particular class of 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 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 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
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
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. SCM 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
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
unreasonably withheld or delayed.
7. SECURITY. SCM 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 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
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
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.
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10.1 INDEMNIFICATION OF SCM. SCM, 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 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 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 in
this Section 10 shall survive the termination of this Agreement.
11. INSURANCE. SCM 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 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
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 Capital Management, Inc.
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[Name] [Name, Title]
Attest: Strong __________ , Inc.
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[Name] [Name, Title]
SCHEDULE A
The Funds and their respective classes currently subject to this Agreement are
as follows:
Date of Addition
PORTFOLIO(S) CLASS(ES) ANNUAL RATE TO THIS AGREEMENT
Attest: Strong Capital Management, Inc.
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[Name] [Name, Title]
Attest: Strong __________, Inc.
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[Name] [Name, Title]
