AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made and entered into on __________, 20 __, and as
amended and restated on this ____ day of _________, ____, between STRONG [ ],
INC., a Wisconsin corporation (the "Corporation"), and STRONG CAPITAL
MANAGEMENT, INC., a Wisconsin corporation (the "Adviser");
WITNESSETH
WHEREAS, the Corporation is an open-end management investment company under
the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Corporation is authorized to create separate series, each with
its own separate investment portfolio; and
WHEREAS, the Corporation desires to retain the Adviser, which is a
registered investment adviser under the Investment Advisers Act of 1940, as
amended, to act as investment adviser for each series of the Corporation listed
in Schedule A attached hereto, and to manage each of their assets;
NOW, THEREFORE, the Corporation and the Adviser do mutually agree and
promise as follows:
1. Employment. The Corporation hereby appoints Adviser as investment
----------
adviser for each series of the Corporation listed on Schedule A attached hereto
(a "Portfolio" or collectively, the "Portfolios"), and Adviser accepts such
appointment. Subject to the supervision of the Board of Directors of the
Corporation and the terms of this Agreement, the Adviser shall act as investment
adviser for and manage the investment and reinvestment of the assets of any
Portfolio. The Adviser is hereby authorized to delegate some or all of its
services subject to necessary approval, which includes without limitation, the
delegation of its investment adviser duties hereunder to a subadvisor pursuant
to a written agreement (a "Subadvisory Agreement") under which the subadvisor
shall furnish the services specified therein to the Adviser. The Adviser will
continue to have responsibility for all investment advisory services furnished
pursuant to a Subadvisory Agreement. The Adviser shall (i) provide for use by
the Corporation, at the Adviser's expense, office space and all necessary office
facilities, equipment and personnel for servicing the investments of each
Portfolio, (ii) pay the salaries and fees of all officers and directors of the
Corporation who are "interested persons" of the Adviser as such term is defined
under the 1940 Act, and (iii) pay for all clerical services relating to
research, statistical and investment work.
2. Allocation of Portfolio Brokerage. The Adviser is authorized, subject
---------------------------------
to the supervision of the Board of Directors of the Corporation, to place orders
for the purchase and sale of securities and to negotiate commissions to be paid
on such transactions. The Adviser may, on behalf of each Portfolio, pay
brokerage commissions to a broker which provides brokerage and research services
to the Adviser in excess of the amount another broker would have charged for
effecting the transaction, provided (i) the Adviser determines in good faith
that the amount is reasonable in relation to the value of the brokerage and
research services provided
by the executing broker in terms of the particular transaction or in terms of
the Adviser's overall responsibilities with respect to a Portfolio and the
accounts as to which the Adviser exercises investment discretion, (ii) such
payment is made in compliance with Section 28(e) of the Securities Exchange Act
of 1934, as amended, and other applicable state and federal laws, and (iii) in
the opinion of the Adviser, the total commissions paid by a Portfolio will be
reasonable in relation to the benefits to such Portfolio over the long term.
3. Expenses. Each Portfolio will pay all its expenses and the Portfolio's
--------
allocable share of the Corporation's expenses, other than those expressly stated
to be payable by the Adviser hereunder, which expenses payable by a Portfolio
shall include, without limitation, interest charges, taxes, brokerage
commissions and similar expenses, distribution and shareholder servicing
expenses, expenses of issue, sale, repurchase or redemption of shares, expenses
of registering or qualifying shares for sale, expenses of printing and
distributing prospectuses to existing shareholders, charges of custodians
(including sums as custodian and for keeping books and similar services of the
Portfolios), transfer agents (including the printing and mailing of reports and
notices to shareholders), registrars, auditing and legal services, clerical
services related to recordkeeping and shareholder relations, printing of share
certificates, fees for directors who are not "interested persons" of the
Adviser, and other expenses not expressly assumed by the Adviser under Paragraph
1 above.
4. Authority of Adviser. The Adviser shall for all purposes herein be
--------------------
considered an independent contractor and shall not, unless expressly authorized
and empowered by the Corporation or any Portfolio, have authority to act for or
represent the Corporation or any Portfolio in any way, form or manner. Any
authority granted by the Corporation on behalf of itself or any Portfolio to the
Adviser shall be in the form of a resolution or resolutions adopted by the Board
of Directors of the Corporation.
5. Compensation of Adviser. For the services to be furnished during any
-----------------------
month by the Adviser hereunder, each Portfolio listed in Schedule A shall pay
the Adviser, and the Adviser agrees to accept as full compensation for all
services rendered hereunder, an Advisory Fee as soon as practical after the last
day of such month. The Advisory Fee shall be an amount equal to 1/12th of the
annual fee as set forth in Schedule B of the average of the net asset value of
the Portfolio determined as of the close of business on each business day
throughout the month (the "Average Asset Value"). In case of termination of
this Agreement with respect to any Portfolio during any month, the fee for that
month shall be reduced proportionately on the basis of the number of calendar
days during which it is in effect and the fee computed upon the Average Asset
Value of the business days during which it is so in effect.
6. Rights and Powers of Adviser. The Adviser's rights and powers with
----------------------------
respect to acting for and on behalf of the Corporation or any Portfolio,
including the rights and powers of the Adviser's officers and directors, shall
be as follows:
(a) Directors, officers, agents and shareholders of the Corporation
are or may at any time or times be interested in the Adviser as officers,
directors, agents, shareholders or otherwise. Correspondingly, directors,
officers, agents and shareholders of the Adviser are or may at any time or
times be interested in the Corporation as directors, officers, agents and
as shareholders or otherwise, but nothing herein shall be
2
deemed to require the Corporation to take any action contrary to its
Articles of Incorporation or any applicable statute or regulation. The
Adviser shall, if it so elects, also have the right to be a shareholder in
any Portfolio.
(b) Except for initial investments in a Portfolio, not in excess of
$100,000 in the aggregate for the Corporation, the Adviser shall not take
any long or short positions in the shares of the Portfolios and that
insofar as it can control the situation it shall prevent any and all of its
officers, directors, agents or shareholders from taking any long or short
position in the shares of the Portfolios. This prohibition shall not in
any way be considered to prevent the Adviser or an officer, director, agent
or shareholder of the Adviser from purchasing and owning shares of any of
the Portfolios for investment purposes. The Adviser shall notify the
Corporation of any sales of shares of any Portfolio made by the Adviser
within two months after purchase by the Adviser of shares of any Portfolio.
(c) The services of the Adviser to each Portfolio and the Corporation
are not to be deemed exclusive and Adviser shall be free to render similar
services to others as long as its services for others does not in any way
hinder, preclude or prevent the Adviser from performing its duties and
obligations under this Agreement. In the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Adviser, the Adviser shall not be subject to
liability to the Corporation or to any of the Portfolios or to any
shareholder for any act or omission in the course of, or connected with,
rendering services hereunder or for any losses that may be sustained in the
purchase, holding or sale of any security.
7. Duration and Termination. The following shall apply with respect to
------------------------
the duration and termination of this Agreement:
(a) This Agreement shall begin for each Portfolio as of the date this
Agreement is first executed and shall continue in effect for two years.
With respect to each Portfolio added by execution of an Addendum to
Schedule A, the term of this Agreement shall begin on the date of such
execution and, unless sooner terminated as hereinafter provided, this
Agreement shall remain in effect to the date two years after such
execution. Thereafter, in each case, this Agreement shall remain in
effect, for successive periods of one year, subject to the provisions for
termination and all of the other terms and conditions hereof if: (a) such
continuation shall be specifically approved at least annually by either (i)
the affirmative vote of a majority of the Board of Directors of the
Corporation, including a majority of the Directors who are not parties to
this Agreement or interested persons of any such party (other than as
Directors of the Corporation), cast in person at a meeting called for that
purpose or (ii) by the affirmative vote of a majority of a Portfolio's
outstanding voting securities; and (b) Adviser shall not have notified a
Portfolio in writing at least sixty (60) days prior to the anniversary date
of this Agreement in any year thereafter that it does not desire such
continuation with respect to that Portfolio. Prior to voting on the
renewal of this Agreement, the Board of Directors of the Corporation may
request and evaluate, and the Adviser shall furnish, such information as
may reasonably be necessary to enable the Corporation's Board of Directors
to evaluate the terms of this Agreement.
3
(b) Notwithstanding whatever may be provided herein to the contrary,
this Agreement may be terminated at any time with respect to any Portfolio,
without payment of any penalty, by affirmative vote of a majority of the
Board of Directors of the Corporation, or by vote of a majority of the
outstanding voting securities of that Portfolio, as defined in Section
2(a)(42) of the 1940 Act, or by the Adviser, in each case, upon sixty (60)
days' written notice to the other party and shall terminate automatically
in the event of its assignment.
8. Amendment. This Agreement may be amended by mutual consent of the
---------
parties, provided that the terms of each such amendment shall be approved by the
vote of a majority of the Board of Directors of the Corporation, including a
majority of the Directors who are not parties to this Agreement or interested
persons of any such party to this Agreement (other than as Directors of the
Corporation) cast in person at a meeting called for that purpose, and, where
required by Section 15(a)(2) of the 1940 Act, on behalf of a Portfolio by a
majority of the outstanding voting securities (as defined in Section 2(a)(42) of
the 0000 Xxx) of such Portfolio. If such amendment is proposed in order to
comply with the recommendations or requirements of the Securities and Exchange
Commission or state regulatory bodies or other governmental authority, or to
obtain any advantage under state or federal laws, the Corporation shall notify
the Adviser of the form of amendment which it deems necessary or advisable and
the reasons therefor, and if the Adviser declines to assent to such amendment,
the Corporation may terminate this Agreement forthwith.
9. 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 postpaid to the other party at the principal place of
business of such party.
10. Assignment. This Agreement shall neither be assignable nor subject to
----------
pledge or hypothecation and in the event of assignment, pledge or hypothecation
shall automatically terminate. For purposes of determining whether an
"assignment" has occurred, the definition of "assignment" in Section 2(a)(4) of
the 1940 Act shall control.
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.
_____________________________ __________________________________
Attest: Strong [ ], Inc.
_____________________________ __________________________________
4
SCHEDULE A
The Portfolio(s) of the Corporation currently subject to this Agreement are
as follows:
Date of Addition
Portfolio(s) to this Agreement
------------ -----------------
Strong [ ] Fund
Attest: Strong Capital Management, Inc.
_____________________________ _________________________________
Attest: Strong [ ], Inc.
_____________________________ _________________________________
5
SCHEDULE B
Compensation pursuant to Paragraph 5 of this Agreement shall be calculated
in accordance with the following schedules:
Portfolio(s) Annual Fee
------------ ----------
Strong [ ] Fund __________%
Attest: Strong Capital Management, Inc.
_______________________________ _________________________________
Attest: Strong [ ], Inc.
_______________________________ _________________________________
6
