DISTRIBUTION AGREEMENT
THIS AGREEMENT is made and entered into on this ____ day of
_________________, 20__, between STRONG INCOME TRUST, a Delaware trust (the
"Fund"), and STRONG INVESTMENTS, INC., a Wisconsin corporation (the
"Distributor"):
WITNESSETH:
WHEREAS, the Fund is an open-end management investment company registered
under the Investment Company Act of 1940 (the "Investment Company Act");
WHEREAS, the Fund 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;
WHEREAS, the Fund is authorized to create separate classes of beneficial
interest within each series, each with its own expenses;
WHEREAS, the Fund is authorized to issue shares of its $0.00001 par value
common stock (the "Shares") in separate series;
WHEREAS, the Distributor is a registered broker-dealer under state and
federal laws and regulations and is a member of the National Association of
Securities Dealers (the "NASD"); and
WHEREAS, the Fund desires to retain Distributor as the distributor of the
Shares of each series on whose behalf this Agreement has been executed.
NOW, THEREFORE, the Fund and Distributor mutually agree and promise as
follows:
1. APPOINTMENT OF DISTRIBUTOR
The Fund hereby appoints the Distributor as its agent for the distribution
of the Shares of each series of the Fund listed on Schedule A attached hereto
(each series is hereinafter referred to as a "Series"), as such Schedule may be
amended from time to time, in jurisdictions wherein the Shares may legally be
offered for sale; provided, however, that the Fund may (a) issue or sell Shares
directly to holders of such Shares upon such terms and conditions and for such
consideration, if any, as it may determine, whether in connection with the
distribution of subscription or purchase rights, the payment or reinvestment of
dividends or distributions, or otherwise; or (b) issue or sell Shares at net
asset value to the shareholders of any other investment company, as defined in
the Investment Company Act, for which the Distributor shall act as exclusive
distributor, who wish to exchange all or a portion of their investment in shares
of such other investment company for Shares of the Fund.
2. ACCEPTANCE; SERVICES OF DISTRIBUTOR
The Distributor hereby accepts appointment as agent for the distribution of
the Shares and agrees that it will use its best efforts with reasonable
promptness to sell such part of the authorized Shares remaining unissued as from
time to time shall be effectively registered under the Securities Act of 1933
(the "Securities Act"), at prices determined as hereinafter provided and on
terms hereinafter set forth, all subject to applicable federal and state laws
and regulations and the Trust Instrument and By-Laws of the Fund.
3. MANNER OF SALE; COMPLIANCE WITH SECURITIES LAWS AND REGULATIONS
a. The Distributor shall sell Shares to or through qualified dealers or
others in such manner, not inconsistent with the provisions hereof and the
Fund's then effective Registration Statement under the Securities Act, as the
Distributor may determine from time to time, provided that no dealer or other
person shall be appointed or authorized to act as agent of the Fund without the
prior consent of the Fund. The Distributor shall cause subscriptions for Shares
to be transmitted in accordance with any subscription agreement then in force
for the purchase of Shares. Distributor and Fund shall cooperate in implementing
procedures to ensure that the sales commission, if any, payable on the purchase
of Shares is paid to the Distributor in a timely manner.
b. The Distributor, as agent of and for the account of the Fund, may
repurchase Shares at such prices and upon such terms and conditions as shall be
specified in the Fund's current prospectus relating to each Series.
c. The Fund will furnish to the Distributor from time to time such
information with respect to the Fund, each Series, and the Shares as the
Distributor may reasonably request for use in connection with the sale of the
Shares. The Distributor agrees that it will not use or distribute or authorize
the use, distribution or dissemination by its dealers or others, in connection
with the sale of such Shares, of any statements, other than those contained in
the Fund's current prospectus relating to each Series, except such supplemental
literature or advertising as shall be lawful under federal and state securities
laws and regulations, and that it will furnish the Fund with copies of all such
material.
d. In selling or reacquiring Shares for the account of the Fund, the
Distributor will in all respects conform to the requirements of all state and
federal laws and the Conduct Rules of the NASD, relating to such sale or
reacquisition, as the case may be, and will indemnify and save harmless the
Fund, each Series, each person who has been, is or may hereafter be a director
or officer of the Fund or any Series from any damage or expense on account of
any wrongful act by the Distributor or any employee, representative or agent of
the Distributor. The Distributor will observe and be bound by all the provisions
of the Trust Instrument of the Fund (and of any Fundamental policies adopted by
the Fund and/or each Series pursuant to the Investment Company Act, notice of
which shall have been given to the Distributor) which at the time in any way
require, limit, restrict or prohibit or otherwise regulate any action on the
part of the Distributor.
e. The Distributor will require each dealer to conform to the provisions
hereof and the Registration Statement (and related prospectus or prospectuses)
at the time in effect under the Securities Act with respect to the public
offering price of the Shares.
4. PRICE OF SHARES
a. Shares offered for sale or sold by the Distributor for the account of
the Fund shall be so offered or sold at a price per Share determined in
accordance with the then current prospectus relating to the sale of such Shares
except as departure from such prices shall be permitted by the rules and
regulations of the Securities and Exchange Commission (the "SEC").
b. The Distributor shall be entitled to receive a sales commission on the
sale or redemption, as appropriate, of each series and class of each Series'
Shares in the amount of any initial, deferred or contingent deferred sales
charge as set forth in the then effective prospectus. The Distributor shall also
be entitled to compensation for its services as provided in any Distribution
Plan adopted as to any series and class of any Series' Shares pursuant to Rule
12b-1 under the Investment Company Act.
5. REGISTRATION OF SHARES AND DISTRIBUTOR
a. The Fund agrees that it will use its best efforts to keep effectively
registered under the Securities Act for sale as herein contemplated such Shares
as the Distributor shall reasonably request and as the SEC shall permit to be so
registered.
b. The Fund on behalf of each Series will execute any and all documents and
furnish any and all information which may be reasonably necessary in connection
with the qualification of its Shares for sale (including the qualification of
the Fund or a Series as a dealer where necessary or advisable) in such states as
the Distributor may reasonably request (it being understood that the Fund shall
not be required without its consent to comply with any requirement which in its
opinion is unduly burdensome). The Distributor, at its own expense, will effect
all required qualifications of the Distributor as a dealer or broker or
otherwise under all applicable state or federal laws in order that the Shares
may be sold in as broad a territory as is reasonably practicable.
c. Notwithstanding any other provision hereof, the Fund on behalf of a
Series may terminate, suspend or withdraw the offering of its Shares whenever,
in its sole discretion, the Fund deems such action to be desirable.
6. EXPENSES
a. The Fund or respective Series will pay or cause to be paid the expenses
(including the fees and disbursements of its own counsel) of any registration of
the Shares under the Securities Act, expenses of qualifying or continuing the
qualification of the Shares for sale, and in connection therewith, of qualifying
or continuing the qualification of the Fund or respective Series as a dealer or
broker under the laws of such states as may be designated by the Distributor
under the conditions herein specified, and expenses incident to the issuance of
Shares, such as the cost of share certificates, issue taxes and fees of the
transfer agent.
b. The Distributor will pay all other expenses (other than expenses which
one or more dealers may bear pursuant to any agreement with the Distributor)
incident to the sale and distribution of the Shares issued or sold hereunder,
including, without limiting the generality of the foregoing, all (a) expenses of
printing and distributing or disseminating any other literature, advertising and
selling aids in connection with such offering of the Shares for sale (except
that such expenses shall not include expenses incurred by the Fund or any Series
in connection with the preparation, printing and distribution of any report or
other communication to holders of Shares in their capacity as such); and (b)
expenses of advertising in connection with such offering.
c. No transfer taxes, if any, which may be payable in connection with the
issue or delivery of Shares sold as herein contemplated or of the certificates
for such Shares shall be borne by the Fund or any Series, and the Distributor
will indemnify and hold harmless the Fund and each Series against liability for
all such transfer taxes.
7. DURATION AND TERMINATION
a. This Agreement shall become effective as of the date hereof and shall
continue in effect until November 24, 2004, and from year to year thereafter,
but only so long as such continuance is specifically approved each year by
either (i) the Board of Trustees of the Fund, or (ii) the affirmative vote of a
majority of the relevant Series' respective outstanding voting securities. In
addition to the foregoing, each renewal of this Agreement must be approved by
the vote of a majority of the Fund's Trustees who are not parties to this
Agreement or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval. Prior to voting on the
renewal of this Agreement, the Board of Trustees of the Fund shall request and
evaluate, and the Distributor shall furnish, such information as may reasonably
be necessary to enable the Fund's Board of Trustees to evaluate the terms of
this Agreement.
b. Notwithstanding whatever may be provided herein to the contrary, this
Agreement may be terminated at any time, without payment of any penalty, by vote
of a majority of the Board of Trustees of the Fund, or by vote of a majority of
the outstanding voting securities of the relevant Series, or by the Distributor,
in each case, on not more than sixty (60) days' written notice to the other
party and shall terminate automatically in the event of its assignment as set
forth in paragraph 9 of this Agreement.
8. NOTICE
Any notice under this Agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other party at such address as such
other party may from time to time designate for the receipt of such notice.
9. 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), or any rules and
regulations promulgated thereunder, of the Investment Company Act shall control.
10. MISCELLANEOUS
a. This Agreement shall be construed in accordance with the laws of the
State of Wisconsin, provided that nothing herein shall be construed in a manner
inconsistent with the Investment Company Act, the Securities Act, the Securities
Exchange Act of 1934 or any rule or order of the SEC under such Acts or any rule
of the NASD.
b. The captions of this Agreement are included for convenience only and in
no way define or delimit any of the provisions hereof or otherwise affect their
construction or effect.
c. 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 and, to this extent, the provisions of this
Agreement shall be deemed to be severable.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed as of the day and year first stated above.
Attest: STRONG INVESTMENTS, INC.
________________________________________ ____________________________________
[name] [name and title]
Attest: STRONG INCOME TRUST
________________________________________ ____________________________________
[name] [name and title]
SCHEDULE A
The Series(s) of the Fund currently subject to this Agreement are as follows:
Date of Addition
SERIES(S) CLASS TO THIS AGREEMENT
Attest: STRONG INVESTMENTS, INC.
_________________________________________ __________________________________
[name] [name and title]
Attest: STRONG INCOME TRUST
_________________________________________ __________________________________
[name] [name and title]
