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AMENDED AND RESTATED RULE 18F-3
MULTIPLE CLASS PLAN
THIS RULE 18F-3 MULTIPLE CLASS PLAN, adopted on January 28, 2000, is
amended and restated this 10th day of November 2000, by the corporations listed
on Schedule A, as such schedule may be amended from time to time, each a
Wisconsin Corporation (each a "Corporation" and collectively the
"Corporations"); and
WHEREAS, the Corporation engages in business as an open-end management
investment company and is registered as such under the Investment Company Act of
1940 (the "1940 Act"); and
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");
and
WHEREAS, the Corporation, on behalf of the Fund, has adopted a Multiple
Class Plan pursuant to Rule 18f-3 under the 1940 Act ("Plan"); and
WHEREAS, the Corporation, on behalf of the Fund, employs Strong Capital
Management, Inc. ("SCM") as its investment adviser, administrator, and transfer
agent and Strong Investments, Inc. as distributor of the securities issued by
the Fund; and
WHEREAS, the Fund has in registration a Prospectus, which Prospectus, when
effective, shall offer additional share classes that have different rights,
privileges and expenses; and
WHEREAS, the Corporation desires to amend the Plan to provide for such
additional share classes, without otherwise affecting any other class of shares
covered by this Plan;
NOW, THEREFORE, the Corporation, on behalf of the Fund, hereby amends the
Plan, in accordance with Rule 18f-3 under the 1940 Act on the following terms
and conditions:
1. FEATURES OF THE CLASSES. The Fund shall offer from time to time, at the
discretion of the Board, up to eight classes of shares: Class A Shares, Class B
Shares, Class C Shares, Class L Shares, Class Z Shares, Investor Class Shares,
Advisor Class Shares, and Institutional Class Shares. Shares of each class of
the Fund shall represent an equal pro rata interest in the Fund and, generally,
shall have identical voting, dividend, distribution, liquidation, and other
rights, preferences, powers, restrictions, limitations, qualifications, and
terms and conditions, except that: (a) each class shall have a different
designation; (b) each class of shares shall bear any Class Expenses, as defined
in Section 4 below; (c) each class shall have exclusive voting rights on any
matter (such as a plan of distribution adopted pursuant to Rule 12b-1
("Distribution Plan" or a service agreement relating to a class) submitted to
shareholders that relates solely to such class; and (d) the classes shall have
separate voting rights on any matter submitted to shareholders in which the
interests of one class differ from the interests of any other class. In
addition, Class A Shares, Class B Shares, Class C Shares, Class L Shares, Class
Z Shares, Investor Class Shares, Advisor Class Shares and Institutional Class
Shares of the Fund shall have the features described in Sections 3, 4, and 5
below.
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2. REDESIGNATION OF CURRENT SHARE CLASSES for Strong Advisor Bond Fund
(f.k.a. Strong Bond Fund), a series of Strong Income Funds II, Inc., shall be
redesignated. The Fund's current Investor Class Shares and Advisor Class Shares
shall be redesignated as Class Z Shares and Class A Shares, respectively.
3. DISTRIBUTION STRUCTURE. As discussed more fully in the relevant then-
current Prospectus(es), each class of shares shall have the following
distribution structure and other features.
(a) CLASS A SHARES. Class A Shares shall be sold subject to a front-end sales
charge, with scheduled variations in the level of the sales charge depending on
the amount invested; an annual fee paid pursuant to Rule 12b-1; and a contingent
deferred sales charge.
(b) CLASS B SHARES. Class B Shares shall be sold subject to an annual fee paid
pursuant to Rule 12b-1; and a contingent deferred sales charge. Class B Shares
have a conversion feature, as described under Section 6 below.
(c) CLASS C SHARES. Class C Shares shall be sold subject to an annual fee paid
pursuant to Rule 12b-1; and a contingent deferred sales charge.
(d) CLASS L SHARES. Class L Shares shall be sold subject to a front-end sales
charge, without scheduled variations in the level of the sales charge; an annual
fee paid pursuant to Rule 12b-1; and a contingent deferred sales charge.
(e) CLASS Z SHARES. Class Z Shares shall be offered to certain groups of
investors (as disclosed in the Prospectus) at their then current net asset value
("NAV") without the imposition of an initial sales charge, a contingent deferred
sales charge, or an asset-based sales or service fee under a Distribution Plan.
(f) INVESTOR CLASS SHARES. Investor Class Shares of the Fund shall be offered
at their then current net asset value ("NAV") without the imposition of an
initial sales charge, a contingent deferred sales charge, or an asset-based
sales or service fee under a Distribution Plan.
(g) ADVISOR CLASS SHARES. Advisor Class Shares of the Fund shall be sold
subject to an annual fee paid pursuant to Rule 12b-1.
(h) INSTITUTIONAL CLASS SHARES. Institutional Class Shares of the Fund shall
be offered to institutional investors (as described in the Prospectus) at their
then current NAV without the imposition of an initial sales charge, a contingent
deferred sales charge, or an asset-based sales or service fee under a
Distribution Plan. Institutional Class Shares shall be subject to fees paid
under an administration services agreement that are lower than those paid by
Class Z or Investor Class Shares. In addition, Institutional Class Shares shall
be sold to institutional investors that meet certain minimum initial investment
requirements (as disclosed in the Prospectus).
4. ALLOCATION OF INCOME AND EXPENSES.
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(a) The NAV of all outstanding shares representing interests in the Fund shall
be computed on the same days and at the same time. For purposes of computing
NAV, the gross investment income of the Fund shall be allocated to each class on
the basis of the relative net assets of each class at the beginning of the day
adjusted for capital share activity for each class as of the prior day as
reported by the Fund's transfer agent. Realized and unrealized gains and losses
for each class will be allocated based on relative net assets at the beginning
of the day, adjusted for capital share activity for each class of the prior day,
as reported by the Fund's transfer agent. To the extent practicable, certain
expenses, (other than Class Expenses as defined below, which shall be allocated
more specifically), shall be allocated to each class based on the relative net
assets of each class at the beginning of the day, adjusted for capital share
activity for each class as of the prior day, as reported by the Fund's transfer
agent. Allocated expenses to each class shall be subtracted from allocated gross
income. These expenses include:
(1) Expenses incurred by the Corporation (for example, fees of
Directors, auditors, insurance costs, and legal counsel) that are not
attributable to the Fund or class of shares of the Fund ("Corporation Level
Expenses"); and
(2) Expenses incurred by the Fund that are not attributable to any
particular class of the Fund's shares (for example, advisory fees, custodial
fees, banking charges, organizational costs, or other expenses relating to the
management of the Fund's assets) ("Fund Expenses").
(b) Expenses attributable to a particular class ("Class Expenses") shall be
limited to: (i) payments made pursuant to a Distribution Plan; (ii) transfer
agent fees attributable to a specific class; (iii) printing and postage expenses
related to preparing and distributing materials such as shareholder reports,
prospectuses and proxies to current shareholders of a specific class; (iv) the
expense of administrative personnel and services to support the shareholders of
a specific class, including, but not limited to, fees and expenses under an
administrative service agreement; (v) litigation or other legal expenses
relating solely to one class; and (vi) Directors' fees incurred as a result of
issues relating to one class. Expenses in category (i) above must be allocated
to the class for which such expenses are incurred. All other "Class Expenses"
listed in categories (ii)-(vi) above may be allocated to a class but only if an
officer of the Corporation has determined, subject to Board approval or
ratification, which of such categories of expenses will be treated as Class
Expenses consistent with applicable legal principles under the 1940 Act and the
Internal Revenue Code of 1986 ("Code").
(c) Expenses shall be apportioned to each class of shares depending on the
nature of the expense item. Corporation Level Expenses and Fund Expenses shall
be allocated among the classes of shares based on their relative NAVs. Approved
Class Expenses shall be allocated to the particular class to which they are
attributable. In addition, certain expenses may be allocated differently if
their method of imposition changes. Thus, if a Class Expense can no longer be
attributed to a class, it shall be charged to the Fund for allocation among the
classes, as determined by the Board of Directors. Any additional Class Expenses
not specifically identified above that are subsequently identified and
determined to be properly allocated to one class of shares shall not be so
allocated until approved by the Board of Directors of the Corporation in light
of the requirements of the 1940 Act and the Code.
5. EXCHANGE PRIVILEGES. Shares of a particular Class of the Fund may be
exchanged at their relative NAVs for the same class of shares of another Strong
Fund except as described in the prospectus(es), or, if the other Strong Fund
does not have multiple classes of shares, the
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existing shares of the other Strong Fund. Exchanges of a class of shares of a
Strong Fund that does not charge an initial sales load into a class of shares of
another Strong Fund that does charge an initial sales load shall be subject to a
sales charge. Exchanges of shares of a Strong Fund subject to an initial sales
charge that were held for less than six months for shares of another Strong Fund
that charges a lesser initial sales load will be subject to a sales charge equal
to the difference between the initial sales charges of the two Strong Funds.
Purchases of Fund shares by exchange are subject to the same minimum investment
requirements and other criteria imposed for purchases made in any other manner.
6. CONVERSION FEATURES. Class B Shares shall automatically convert to Class A
Shares eight years after purchase. The conversion shall be based on relative NAV
and shall be accomplished without the imposition of sales charges or other fees.
Class B Shares, however, shall not be so converted if Class A Shares are, at the
time of the conversion, subject to a fee paid pursuant to Rule 12b-1 that is
higher than Class B's Rule 12b-1 fee. There shall be no conversion feature
associated with Class A, Class C, Class L, Class Z, Investor Class, Advisor
Class, or Institutional Class Shares.
7. WAIVER OR REIMBURSEMENT OF EXPENSES. Expenses may be waived or reimbursed
by SCM or any other provider of services to the Fund without the prior approval
of the Corporation's Board of Directors.
8. EFFECTIVENESS OF PLAN. The Plan shall not take effect until a majority of
both (a) the Directors of the Corporation and (b) those Directors of the
Corporation who are not "interested persons" of the Corporation (as defined in
the 1940 Act) have found that the Plan, including the expense allocation, is in
the best interests of each class individually, and the Fund and the Corporation
as a whole.
9. MATERIAL MODIFICATIONS. This Plan may not be amended to materially modify
its terms unless such amendment is approved in the manner provided for initial
approval in Paragraph 8 hereof.
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SCHEDULE A
The Funds of the Corporation currently subject to this Multiple Class Plan
are as follows:
<TABLE>
<CAPTION>
Date of Addition
Corporation/Fund/Class to this Multiple Class Plan
---------------------- ---------------------------
<S> <C>
Strong __________, Inc.
Strong _______ Fund
. Class A
. Class B
. Class C
. Class L
. Class Z
. Investor Class
. Advisor Class
. Institutional Class
</TABLE>
