SHAREHOLDER SERVICING AGREEMENT
(PERSONAL SERVICES PROVIDED TO SHAREHOLDERS)
THIS AGREEMENT is entered into as of this __ day of ________, 20__
between Strong Equity Funds, Inc., a Wisconsin corporation (the "Corporation"),
on behalf of the Strong Index 500 Fund ("Fund"), and Strong Investor Services,
Inc., a Wisconsin corporation ("SIS").
WITNESSETH:
WHEREAS, the Corporation is an open-end management investment company
registered under the Investment Company Act of 1940 (the "1940 Act");
WHEREAS, it is in the interest of the Corporation to make shareholder
services available to Customers who are or may become shareholders of the Fund,
and
WHEREAS, SIS wishes to act as the shareholder servicing agent for
investors in the Fund (the "Customers") in performing certain administrative
functions in connection with purchases and redemptions of shares of the Fund
("Shares") from time to time upon the order and for the account of Customers and
to provide related services to Customers in connection with their investments in
the Fund.
NOW, THEREFORE, the Corporation and SIS do mutually agree and promise
as follows:
1. Appointment. SIS hereby agrees to perform certain shareholder
services as agent for the Corporation with respect to the Fund as hereinafter
set forth.
2. Services to be Performed.
2.1 Shareholder Services. SIS shall be responsible for performing
shareholder account administrative and servicing functions, which shall include
without limitation:
(a) answering Customer inquiries regarding account status and history,
the manner in which purchases and redemptions of the Shares may be effected, and
certain other matters pertaining to the Fund; (b) assisting Customers in
designating and changing dividend options, account designations and addresses;
(c) providing necessary personnel and facilities to coordinate the establishment
and maintenance of shareholder accounts and records with the Fund transfer
agent; (d) transmitting Customers' purchase and redemption orders to the Fund
transfer agent; (e) arranging for the wiring or other transfer of Fund to and
from Customer accounts in connection with Customer orders to purchase or redeem
Shares; (f) verifying purchase and redemption orders, transfers among and
changes in Customer-designated accounts; (g) informing the distributor of the
Fund of the gross amount of purchase and redemption orders for Shares; (h)
monitoring the activities
of the Fund transfer agent related to Customers' accounts, and to statements,
confirmations or other reports furnished to Customers by the Fund transfer
agent; and (i) providing such other related services as the Fund or a Customer
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 Customers.
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 Fund.
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 Fund shall pay SIS a fee at an annual
rate of .__% of the average daily net asset value of the Fund. This fee will be
computed daily and will be payable as agreed by the Fund and SIS, but no more
frequently than monthly.
4. Information Pertaining to the Shares. SIS and its officers,
employees and agents are not authorized to make any representations concerning
the Fund or the Shares except to communicate to Customers accurately factual
information contained in the Fund Prospectus and Statement of Additional
Information and objective historical performance information. SIS shall act as
agent for Customers only in furnishing information regarding the Fund and shall
have no other authority to act as agent for the Fund.
During the term of this Agreement, the Fund agree to furnish SIS all
prospectuses, statements of additional information, proxy statements, reports to
shareholders, sales literature, or other material the Fund will distribute to
shareholders of the Fund or the public, which refer in any way to SIS, and SIS
agrees to furnish the Fund all material prepared for Customers, in each case
prior to use thereof. The Fund shall furnish or otherwise make available to SIS
such other information relating to the business affairs of the Fund 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 Fund liable
for the use of any information about the Fund which is disseminated by SIS.
5. Use of SIS' Name. The Fund shall not use the name of SIS in any
prospectus, sales literature or other material relating to the Fund 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
Securities and Exchange Commission (the "SEC") or any state securities authority
or any other appropriate regulatory, governmental or
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judicial authority; provided, further, that in no event shall such approval be
unreasonably withheld or delayed.
6. Use of the Fund Name. SIS shall not use the name of the Fund on any
checks, bank drafts, bank statements or forms for other than internal use in a
manner not approved by the Fund prior thereto; provided, however, that the
approval of the Fund shall not be required for the use of the Fund name in
connection with communications permitted by Sections 2 and 4 hereof or for any
use of the Fund name which merely refers 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 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 Fund shall from time to time
specify the types of records and other data of the Fund 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 Fund 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 Fund 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 authority, national emergencies, labor
difficulties, fire, mechanical breakdown, flood or catastrophe, Acts of God,
insurrection, war, riots or failure of communication or power supply.
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10. Indemnification.
10.1. Indemnification of SIS. The Fund will indemnify and hold SIS
harmless, from all losses, claims, damages, liabilities or expenses (including
reasonable fees and disbursements of counsel) from any claim, demand, action or
suit (collectively, "Claims") (a) arising in connection with misstatements or
omissions in the Fund prospectus, actions or inactions by the Fund or any of its
agents or contractors or the performance of SIS' obligations hereunder and (b)
not resulting from the willful misfeasance, bad faith, or gross negligence of
SIS, its officers, employees or agents, in the performance of SIS' duties or
from reckless disregard by SIS, its officers, employees or agents of SIS'
obligations and duties under this Agreement.
Notwithstanding anything herein to the contrary, the Fund will
indemnify and hold SIS harmless from any and all losses, claims, damages,
liabilities or expenses (including reasonable counsel fees and expenses)
resulting from any Claim as a result of SIS' acting in accordance with any
received instructions from the Fund.
10.2. Indemnification of the Fund. Without limiting the rights of the
Fund under applicable law, SIS will indemnify and hold the Fund harmless from
all losses, claims, damages, liabilities or expenses (including reasonable fees
and disbursements of counsel) from any Claim (a) resulting from the willful
misfeasance, bad faith or gross negligence of SIS, its officers, employees, or
agents, in the performance of SIS' duties or from reckless disregard by SIS, its
officers, employees or agents of SIS' obligations and duties under this
Agreement, and (b) not resulting from SIS' actions in accordance with
instructions reasonably believed by SIS to have been given by any person duly
authorized by the Fund.
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, without payment of any penalty, by
either party upon ninety (90) days written notice to the other party.
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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.
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. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Wisconsin.
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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[name] [name]
[title]
Attest: Strong Equity Funds, Inc.
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[name] [name]
[title]
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