EXHIBIT 99.h.3
INSTITUTIONAL CLASS SHARES
ADMINISTRATION AGREEMENT
THIS AGREEMENT is entered into as of this ____ day of ______________,
20__ between Strong _______________, Inc., a Wisconsin corporation (the
"Corporation"), and Strong Investor Services, Inc., a Wisconsin corporation
("SIS"), with respect to the Institutional Class 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 Institutional Class shares of the Funds ("Shares") and to provide
related services to Institutional Class 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. SIS shall, for all purposes herein, be deemed to be an independent
contractor and unless otherwise expressly provided or authorized, shall have no
authority to act for or represent the Corporation in any way and shall not be
deemed an agent of the Corporation.
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 and the Institutional Class shares; (ii)
supervising preparation of the periodic updating of the Funds' registration
statements with respect to the Institutional Class shares, including
Institutional Class 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'
Institutional Class 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 Institutional Class shares of each Fund,
earnings reports and other financial data; (v) monitoring relationships with
organizations providing services to the Funds, with respect to the Institutional
Class 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 Institutional Class 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
Institutional Class shares; and (xii) 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 Funds shall pay SIS a fee at an annual
rate, as specified in Schedule A, of each Fund's daily net asset value
attributable to the Institutional Class shares. This fee will be computed daily
and will be payable daily, or as otherwise as agreed by the Corporation and SIS.
All rights of compensation for services performed up to the termination of this
Agreement in accordance with Section 13 hereof, shall survive the termination of
this Agreement.
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
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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
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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) 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 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 (including
reasonable counsel fees and expenses) 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 (including reasonable fees and disbursements of
counsel) 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,
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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 of both parties.
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. Certain Records. Any records required to be maintained and
preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated
under the 1940 Act which are prepared or maintained by SIS on behalf of the
Corporation are the property of the Corporation and will be surrendered promptly
to the Corporation on request.
18. Severability. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
19. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Wisconsin and the applicable provisions
of the 1940 Act. To the extent that the applicable laws of the State of
Wisconsin, or any of the provisions herein, conflict with the applicable
provisions of the 1940 Act, the latter 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 Investor Services, Inc.
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Attest: Strong ___________________, Inc.
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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
Attest: Strong Investor Services, Inc.
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Attest: Strong ___________________, Inc.
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