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AMENDED AND RESTATED
RULE 12B-1
DISTRIBUTION PLAN
THIS RULE 12B-1 DISTRIBUTION 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
individually a "Fund" and collectively, the "Funds"); and
WHEREAS, each Corporation has adopted a multi-class plan pursuant to Rule
18f-3 ("Multi-Class Plan") that describes the different rights, privileges and
expenses of each class; and
WHEREAS, under the Multi-Class Plan, Advisor Class shares, Class A shares,
Class B shares, Class C shares and Class L shares are each sold subject to a
distribution fee paid pursuant to Rule 12b-1; and
WHEREAS, the Corporations, on behalf of each Fund that is listed on
Schedule A, as such Schedule A may be amended from time to time, desires to
adopt a Plan of Distribution pursuant to Rule 12b-1 under the 1940 Act with
respect to Advisor Class shares, Class A shares, Class B shares, Class C shares
and Class L shares of each Fund, as listed on Schedule A, ("Distribution Plan");
and
WHEREAS, the Corporations employ Strong Investments, Inc. ("Distributor")
as distributor of the securities issued by each Fund; and
WHEREAS, the Corporations, with respect to their Advisor Class shares,
Class A shares, Class B shares, Class C shares, and Class L shares of the Funds,
intend to enter into Selected Dealer Agreements and other distribution or
servicing agreements ("Agreements") pursuant to the Distribution Plan with
various dealers and/or service organizations ("Service Organizations") either
directly or through the Funds' Distributor, pursuant to which the Service
Organization will make available or service Advisor Class shares, Class A
shares, Class B shares, Class C shares, and Class L shares or will offer such
classes of shares for sale to the public; and
WHEREAS, the Board of Directors of each Corporation, including the Rule
12b-1 Directors, as defined herein, have determined in the exercise of their
reasonable business judgement and in light of their fiduciary duties that there
is a reasonable likelihood that adoption of this Distribution Plan will benefit
each of the Funds and each Fund's Advisor Class
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shareholders, Class A shareholders, Class B shareholders, Class C shareholders,
and Class L shareholders; and
NOW, THEREFORE, the Corporations, on behalf of the Funds, each hereby
adopts this Distribution Plan on the following terms and conditions:
1. COMPENSATION. The Funds are authorized to pay to the Distributor, as the
distributor of the Advisor Class shares, Class A shares, Class B shares, Class C
shares, and Class L shares of each Fund, or pay directly to a Service
Organization as compensation for the distribution of the Advisor Class shares,
Class A shares, Class B shares, Class C shares and Class L shares of each Fund
and/or the servicing of shareholders of Advisor Class shares, Class A shares,
Class B shares, Class C shares, and Class L shares of each Fund at an annual
rate not to exceed the following amount of each Fund's average daily net assets
attributable to Advisor Class shares, Class A shares, Class B shares, Class C
shares and Class L shares:
(a) Advisor Class shares. For Advisor Class shares, the fee paid pursuant
to this Distribution Plan shall not exceed the annual rate of 1.00% of the
Fund's average daily net assets attributable to Advisor Class shares.
(b) Class A shares. For Class A shares, the fee paid pursuant to this
Distribution Plan shall not exceed the annual rate of 0.25% of the Fund's
average daily net assets attributable to Class A shares.
(c) Class B shares. For Class B shares, the fee paid pursuant to this
Distribution Plan shall not exceed the annual rate of 1.00% of the Fund's
average daily net assets attributable to Class B shares.
(d) Class C shares. For Class C shares, the fee paid pursuant to this
Distribution Plan shall not exceed the annual rate of 1.00% of the Fund's
average daily net assets attributable to Class C shares.
(e) Class L shares. For Class L shares, the fee paid pursuant to this
Distribution Plan shall not exceed the annual rate of 0.75% of the Fund's
average daily net assets attributable to Class L shares.
Of the above amounts, no more than 0.25% of the Fund's average daily net
assets of each class may be used to compensate the Distributor and/or Service
Organizations for servicing activities.
The Distributor may retain any amounts that it receives under this
Distribution Plan, which are not paid to Service Organizations for distribution
and/or shareholder services.
Notwithstanding the foregoing, in no event shall any such expenditure paid
by the Fund as an "asset-based sales charge," as defined in NASD Conduct Rule
2830, exceed (together with any applicable sales load for the Advisor Class
shares, Class A shares, Class B shares, Class C shares, and Class L shares) the
amount of permissible "sales charges" specified in NASD Conduct Rule 2830. The
amount of such compensation shall be calculated and accrued daily and
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paid monthly or at such other intervals as each Corporation shall determine,
subject to any applicable restriction imposed by rules of the National
Association of Securities Dealers, Inc.
2. DISTRIBUTION AND SERVICING ACTIVITIES. The amount of the distribution or
shareholder servicing fees as set forth in Paragraph 1 may be paid to the
Distributor or directly to a Service Organization for any activities or expenses
primarily intended to result in the sale or servicing of Advisor Class shares,
Class A shares, Class B shares, Class C shares, and Class L shares, including,
but not limited to: (i) compensation to, and expenses, including overhead and
telephone expenses, of employees of the Distributor who engage in or support the
distribution of Advisor Class shares, Class A shares, Class B shares, Class C
shares, and Class L shares; (ii) advancing commissions to securities dealers for
the initial sale of Class B shares, Class C shares, and Class L shares; (iii)
printing and distribution of prospectuses, statements of additional information
and any supplements thereto, and shareholder reports to persons other than
existing shareholders; (iv) preparation, printing and distribution of sales
literature and advertising materials; (v) holding seminars and sales meetings
with wholesale and retail sales personnel, which are designed to promote the
distribution of Advisor Class shares, Class A shares, Class B shares, Class C
shares, and Class L shares; and (vi) compensation to Service Organizations. The
Fund or the Distributor may determine the services to be provided by the Service
Organizations to shareholders in connection with the sale or servicing of
Advisor Class shares, Class A shares, Class B shares, Class C shares, and Class
L shares. All or any portion of the compensation paid to the Distributor may be
paid by the Distributor to Service Organizations who sell or service Advisor
Class shares, Class A shares, Class B shares, Class C shares, and Class L
shares.
3. DISTRIBUTION AND SERVICING ACTIVITIES OF SERVICE ORGANIZATIONS. Services
that a Servicing Organization may provide under an Agreement for which they
receive compensation in accordance with the Distribution Plan include, but are
not limited to, the following functions: assisting the Distributor in marketing
shares of the Funds to prospective Advisor Class investors, Class A investors,
Class B investors, Class C investors, and Class L investors and existing
customers (" Customers"); assisting the Distributor in processing purchase,
exchange and redemption requests for Customers and in placing such orders with
the Funds; providing periodic information to Customers about their holdings of
Fund shares; arranging for bank wires or federal funds wires; responding to
Customer inquiries concerning their investments in the Funds and the services
performed under the Distribution Plan; where required by law, forwarding Fund
shareholder communications (such as proxies, shareholder reports, financial
statements and dividend, distribution and tax notices) to Customers; assisting
Customers in changing dividend options, account designations, and addresses; and
providing such other similar services as the Distributor may reasonably request
to the extent permitted under applicable laws or regulations.
4. SHAREHOLDER APPROVAL. This Distribution Plan shall not take effect with
respect to a Fund or class until it has been approved by a vote of at least a
majority of the outstanding voting securities (as defined in the 1940 Act) of
such Fund or class, if such Distribution Plan is adopted by any Fund's Advisor
Class shares, Class A shares, Class B shares, Class C shares and Class L shares
after a public offering of such shares.
5. DIRECTOR APPROVAL. This Distribution Plan shall not take effect with respect
to a Fund or class until it, together with any related agreements, has been
approved by a vote of both
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(a) the Board of Directors of a Corporation and (b) those Directors of a
Corporation who are not "interested persons" of the Corporation (as defined in
the 1940 Act) and who have no direct or indirect financial interest in the
operation of this Distribution Plan or any agreements related to it (the "Rule
12b-1 Directors"), cast in person at a meeting (or meetings) called for the
purpose of voting on this Distribution Plan and such related agreements.
6. TERM. This Distribution Plan shall continue in effect for a term of one
year. Thereafter, this Distribution Plan shall continue in force and effect as
to a Fund for so long as such continuance is specifically approved, at least
annually, in the manner provided for approval of this Distribution Plan in
Paragraph 5 and only if the Directors conclude that there is a reasonable
likelihood that the Distribution Plan will benefit the Fund and its Advisor
Class shareholders, Class A shareholders, Class B shareholders, Class C
shareholders and Class L shareholders.
7. QUARTERLY REPORTS. The Distributor or any other person authorized to direct
the disposition of monies pursuant to the Distribution Plan or any related
agreement shall provide to the Board of Directors of the Corporation and the
Board of Directors shall review, at least quarterly, a written report of the
amounts expended pursuant to the Distribution Plan and any agreements related
thereto and the purposes for which such expenditures were made.
8. TERMINATION. This Distribution Plan may be terminated as to any Fund at any
time, without payment of any penalty, by vote of a majority of the Rule 12b-1
Directors, or by a vote of a majority of the outstanding voting securities of
such Fund.
9. RELATED AGREEMENTS. Any agreement related to this Plan shall be in writing
and shall provide that: (a) the agreement may be terminated at any time upon
sixty (60) days' written notice, without the payment of any penalty, by vote of
a majority of the Rule 12b-1 Directors, or by vote of a majority of the
outstanding voting securities of the Fund; (b) the agreement shall automatically
terminate in the event of the agreement's assignment (as defined in the 1940
Act); (c) the agreement shall continue in effect for a period of more than one
year from the date of the agreement's execution or adoption only so long as such
continuance is specifically approved, at least annually, in the manner provided
for under Paragraph 5 of this Distribution Plan; and (d) any person authorized
to direct the disposition of monies paid or payable to a Fund pursuant to this
Distribution Plan provide to the Board of Directors, and the Directors shall
review at least quarterly, a written report of the amounts so expended and the
purposes for which such expenditures were made.
10. SEVERABILITY. The provisions of this Distribution Plan are severable for
each Fund and class and if provisions of the Distribution Plan applicable to a
particular Fund or class are terminated, the remainder of the Distribution Plan
provisions' application to the other remaining Funds or classes shall not be
invalidated thereby and shall be given full force and effect. If any action
needs to be taken regarding this Distribution Plan that affects a particular
Fund or class, the action shall be taken separately for the Fund or class
affected by the matter. Nothing in this Paragraph 10 shall affect the rights of
any class under its Multi-Class Plan.
11. AMENDMENTS. No material amendment to the Distribution Plan of any kind
(including any material increase in the amount of total compensation provided
for in Paragraph 1) shall be made unless such amendment is approved in the
manner provided for approval and
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annual renewal of the Distribution Plan in Paragraph 5. In addition, this
Distribution Plan may not be amended to increase materially the amount of
compensation provided for in Paragraph 1 unless such amendment is approved in
the manner provided for initial approval in Paragraph 4.
12. SELECTION AND NOMINATION OF DIRECTORS. While this Distribution Plan is in
effect, the selection and nomination of Directors who are not "interested
persons" (as defined in the 1940 Act) of a Corporation shall be committed to the
discretion of the then current Directors who are not interested persons (as
defined in the 1940 Act) of the Corporation.
13. RECORDKEEPING. The Funds shall preserve copies of this Distribution Plan and
any related agreements and all reports made pursuant to Paragraph 6 for a period
of not less than six (6) years from the date of this Distribution Plan, such
agreements or such reports, as the case may be, the first two (2) years in an
easily accessible place.
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SCHEDULE A
The Funds of the Corporations listed below currently subject to this
Distribution Plan are as follows:
Dated: _____________________
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