TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
EACH OF THE STRONG FUNDS
LISTED ON EXHIBIT A HERETO
AND
BOSTON FINANCIAL DATA SERVICES, INC.
AND
XXXXX FARGO FUNDS MANAGEMENT LLC
TABLE OF CONTENTS
PAGE
1. Terms of Appointment and Duties...........................................2
2. Third Party Administrators for Defined Contribution Plans.................5
3. Fees and Expenses.........................................................6
4. Representations and Warranties of the Transfer Agent......................7
5. Representations and Warranties of the Strong Funds........................7
6. Wire Transfer Operating Guidelines/Article 4A of the UCC..................8
7. Data Access and Proprietary Information...................................9
8. Indemnification..........................................................11
9. Standard of Care.........................................................12
10. Confidentiality .........................................................12
11. Covenants of the Strong Funds and the Transfer Agent.....................13
12. Termination of Agreement.................................................14
13. Assignment and Third Party Beneficiaries.................................14
14. Subcontractors...........................................................15
15. Miscellaneous............................................................15
16. Additional Funds.........................................................16
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of February 14, 2005 by and between each of the STRONG FUNDS
listed on Appendix A hereto (which may be amended by the parties from time to
time) and each being a corporation or a trust organized under the laws of the
state of Wisconsin or the state of Delaware, as applicable, each with a
principal place of business 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxx Xxxxx, XX 00000
(each such entity shall be referred to hereinafter as a "Strong Fund" and
collectively as the "Strong Funds), and BOSTON FINANCIAL DATA SERVICES, INC. a
Massachusetts corporation having its principal office and place of business 0
Xxxxxxxx Xxxxx, Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 (the "Transfer Agent") and
XXXXX FARGO FUNDS MANAGEMENT LLC, a Delaware corporation having its principal
office and place of business at 000 Xxxxxx Xxxxxx -00xx Xxxxx, Xxx Xxxxxxxxx,
Xxxxxxxxxx 00000 ("WFFM").
WHEREAS, each Strong Fund desires to appoint the Transfer Agent as its transfer
agent, dividend disbursing agent and agent in connection with certain other
activities, for the period commencing on the date set forth above and extending
until the completion of the anticipated merger of the Strong Funds with certain
WFFM affiliated funds (the "Merger"), and the Transfer Agent desires to accept
such appointment.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
1. TERMS OF APPOINTMENT AND DUTIES
1.1 TRANSFER AGENCY SERVICES. Subject to the terms and conditions set
forth in this Agreement, each Strong Fund hereby employs and appoints
the Transfer Agent to act as, and the Transfer Agent agrees to act as
its transfer agent for the Strong Fund's authorized and issued shares
of its beneficial interest ("Shares"), dividend disbursing agent and
agent in connection with any accumulation, open-account or similar
plan provided to the shareholders of each of the Strong Funds
("Shareholders") and set out in the currently effective prospectus and
statement of additional information ("prospectus") of each Strong
Fund, including without limitation any periodic investment plan or
periodic withdrawal program. In accordance with the requirements of
each Strong Fund prospectus and the procedures established from time
to time by agreement between each Strong Fund and the Transfer Agent
or such Strong Fund policies and procedures as have been communicated
to and accepted by the Transfer Agent, the Transfer Agent agrees that
it will perform the following services:
(a) Receive for acceptance, orders for the purchase of Shares, and
promptly deliver payment and appropriate documentation thereof to the
custodian of the Strong Funds authorized pursuant to the Articles of
Incorporation of each Strong Fund (the "Custodian");
(b) Pursuant to purchase orders, issue the appropriate number of
Shares and hold such Shares in the appropriate Shareholder account;
(c) Receive for acceptance redemption requests and redemption
directions and deliver the appropriate documentation thereof to the
Custodian;
(d) In respect to the transactions in items (a), (b) and (c) above,
the Transfer Agent shall execute transactions directly with
broker-dealers authorized by the Strong Funds;
(e) At the appropriate time as and when it receives monies paid to it
by the Custodian with respect to any redemption, pay over or cause to
be paid over in the appropriate manner such monies as instructed by
the redeeming Shareholders;
(f) Effect transfers of Shares by the registered owners thereof upon
receipt of appropriate instructions;
(g) Prepare and transmit payments for dividends and distributions
declared by the Strong Funds;
(h) Issue replacement certificates for those certificates alleged to
have been lost, stolen or destroyed upon receipt by the Transfer Agent
of indemnification satisfactory to the Transfer Agent and protecting
the Transfer Agent and the Strong Funds, and the Transfer Agent at its
option, may issue replacement certificates in place of mutilated stock
certificates upon presentation thereof and without such indemnity;
(i) Maintain records of account for and advise the Strong Funds and
its Shareholders as to the foregoing;
(j) Record the issuance of Shares of the Strong Funds and maintain
pursuant to SEC Rule 17Ad-10(e) a record of the total number of Shares
of the Strong Funds which are authorized, based upon data provided to
it by the Strong Funds, and issued and outstanding. The Transfer Agent
shall also provide the Strong Funds on a regular basis with the total
number of Shares which are authorized and issued and outstanding and
shall have no obligation, when recording the issuance of Shares, to
monitor the issuance of such Shares or to take cognizance of any laws
relating to the issue or sale of such Shares, which functions shall be
the sole responsibility of the Strong Funds;
(k) Provide certain agreed upon services to 403(b), Keoghs, 401(k),
pension, and profit sharing plans, individual retirement accounts
("IRAs"), SIMPLE-IRAs, and SEP-IRAs ("Retirement Accounts") directly
investing in the Strong Funds, in accordance with mutually agreed upon
procedures; and
(l) Provide information and reports to assist the Strong Funds in
monitoring short-term trading in the Strong Funds, in accordance with
mutually agreed upon procedures.
1.2 ADDITIONAL SERVICES. In addition to, and neither in lieu nor in
contravention of, the services set forth in the above paragraph, the
Transfer Agent shall perform the following services:
(a) OTHER CUSTOMARY SERVICES. Perform the customary services of a
transfer agent, dividend disbursing agent and, as relevant, agent in
connection with accumulation, open-account or similar plan (including
without limitation any periodic investment plan or periodic withdrawal
program), including but not limited to: maintaining all Shareholder
accounts, preparing Shareholder meeting lists, mailing Shareholder
proxies, Shareholder reports and prospectuses to current Shareholders,
withholding taxes on U.S. resident and non-resident alien accounts,
preparing and filing U.S. Treasury Department Forms 1099 and other
appropriate forms required with respect to dividends and distributions
by federal authorities for all Shareholders, preparing and mailing
confirmation forms and statements of account to Shareholders for all
purchases and redemptions of Shares and other confirmable transactions
in Shareholder accounts, preparing and mailing activity statements for
Shareholders, and providing Shareholder account information;
(b) CONTROL BOOK (ALSO KNOWN AS "SUPER SHEET"). Maintain a daily
record and produce a daily report for the Strong Funds of all
transactions and receipts and disbursements of money and securities
and deliver a copy of such report for the Strong Funds for each
business day to the Strong Funds no later than 9:00 AM Eastern Time,
or such earlier time as the Strong Funds may reasonably require, on
the next business day;
(c) "BLUE SKY" REPORTING. The Strong Funds shall (i) identify to the
Transfer Agent in writing those transactions and assets to be treated
as exempt from blue sky reporting for each State and (ii) verify the
establishment of transactions for each State on the system prior to
activation and thereafter monitor the daily activity for each State.
The responsibility of the Transfer Agent for the Strong Funds' blue
sky State registration status is solely limited to the initial
establishment of transactions subject to blue sky compliance by the
Strong Funds and providing a system which will enable the Strong Funds
to monitor the total number of Shares sold in each State;
(d) NATIONAL SECURITIES CLEARING CORPORATION (THE "NSCC"). (i) Accept
and effectuate the registration and maintenance of accounts through
Networking and the purchase, redemption, transfer and exchange of
shares in such accounts through Fund/SERV (Networking and Fund/SERV
being programs operated by the NSCC on behalf of NSCC's participants,
including the Strong Funds), in accordance with instructions
transmitted to and received by the Transfer Agent by transmission from
NSCC on behalf of broker-dealers and banks which have been established
by, or in accordance with the instructions of authorized persons, as
hereinafter defined on the dealer file maintained by the Transfer
Agent; (ii) issue instructions to the Strong Funds' banks for the
settlement of transactions between the Strong Funds and NSCC (acting
on behalf of its broker-dealer and bank participants); (iii) provide
account and transaction information from the affected Strong Fund's
records on DST Systems, Inc. computer system TA2000 ("TA2000 System")
in accordance with NSCC's Networking and Fund/SERV rules for those
broker-dealers; and (iv) maintain Shareholder accounts on TA2000
System through Networking;
(e) ANTI-MONEY LAUNDERING ("AML") DELEGATION. If the Strong Funds
elect to delegate under this Agreement to the Transfer Agent certain
AML duties under the Strong Funds Anti-Money Laundering Policy, the
parties will agree to such duties and terms as stated in the attached
schedule ("Schedule 1.2 (e) entitled "AML Delegation" which may be
changed from time to time subject to mutual written agreement between
the parties and consistent with the Strong Funds Anti-Money Laundering
Policy. In consideration of the performance of the duties by the
Transfer Agent pursuant to this SECTION 1.2(E), the Strong Funds agree
to pay the Transfer Agent for the reasonable administrative expense
that may be associated with such additional duties in the amount as
the parties may from time to time agree in writing in accordance with
SECTION 3 (Fees and Expenses) below; and
(f) PERFORMANCE OF CERTAIN SERVICES BY STRONG FUNDS OR AFFILIATES OR
AGENTS. New procedures as to who shall provide certain of the transfer
agency and record-keeping related services may be established in
writing from time to time by agreement between the Strong Funds and
the Transfer Agent. The Transfer Agent may at times perform only a
portion of the services and the Strong Funds or its agents and
affiliates may perform certain services on the Strong Funds' behalf.
As of the commencement of this Agreement, the parties agree that the
Strong Funds' affiliate, WFFM, shall be responsible for performing the
following services: (i) answering and responding to phone calls from
shareholders and broker-dealers and processing applicable transactions
and account maintenances related to such calls. With respect to the
services performed by WFFM or by any other Strong Funds' affiliate or
agent, the Strong Funds' agree that the Transfer Agent shall be
relieved from all responsibility and liability for such services and
shall be indemnified and held harmless by the Strong Funds against any
liability arising therefrom to the same extent as provided for in
SECTION 8 of this Agreement. Fees and charges for the services
performed by WFFM shall be invoiced in accordance with SECTION 3.3.
2. THIRD PARTY ADMINISTRATORS FOR DEFINED CONTRIBUTION PLANS
2.1 The Strong Funds may decide to make available to certain of its
customers, a qualified plan program (the "Program") pursuant to which
the customers ("Employers") may adopt certain plans of deferred
compensation ("Plan or Plans") for the benefit of the individual Plan
participant (the "Plan Participant"), such Plan(s) being qualified
under Section 401(a) of the Internal Revenue Code of 1986, as amended
("Code") and administered by third party administrators which may be
plan administrators as defined in the Employee Retirement Income
Security Act of 1974, as amended (the "TPA(s)").
2.2 In accordance with the procedures established in the initial Schedule
2.1 entitled "Third Party Administrator Procedures", as may be amended
by the Transfer Agent and the Strong Funds from time to time
("Schedule 2.1"), the Transfer Agent shall:
(a) Treat Shareholder accounts established by the Plans in the name of
the Trustees, Plans or TPAs as the case may be as omnibus accounts;
(b) Maintain omnibus accounts on its records in the name of the TPA or
its designee as the Trustee for the benefit of the Plan; and
(c) Perform all services under SECTION 1 as transfer agent of the
Strong Funds and not as a record-keeper for the Plans.
2.3 Transactions identified under SECTION 2 of this Agreement shall be
deemed exception services ("Exception Services") when such
transactions:
(a) Require the Transfer Agent to use methods and procedures other
than those usually employed by the Transfer Agent to perform services
under SECTION 1 of this Agreement;
(b) Involve the provision of information to the Transfer Agent after
the commencement of the nightly processing cycle of the TA2000 System;
or
(c) Require more manual intervention by the Transfer Agent, either in
the entry of data or in the modification or amendment of reports
generated by the TA2000 System than is usually required by
non-retirement plan and pre-nightly transactions.
3. FEES AND EXPENSES
3.1 FEE SCHEDULE. For the performance by the Transfer Agent of the
Services pursuant to this Agreement, the Strong Funds agree to pay to
the Transfer Agent an annual maintenance fee for each Shareholder
account as set forth in the attached fee schedule ("Schedule 3.1").
Such fees and out-of-pocket expenses and advances identified under
SECTION 3.2 below may be changed from time to time subject to mutual
written agreement between the Strong Funds and the Transfer Agent.
3.2 OUT-OF-POCKET EXPENSES. In addition to the fee paid under SECTION 3.1
above, the Strong Funds agree to reimburse the Transfer Agent for
out-of-pocket expenses, including but not limited to confirmation
production, postage, forms, telephone, microfilm, microfiche, mailing
and tabulating proxies, records storage, or advances incurred by the
Transfer Agent for the items set out in Schedule 3.1 attached hereto.
In addition, any other expenses incurred by the Transfer Agent at the
request or with the consent of the Strong Funds, will be reimbursed by
the Strong Funds.
3.3 FEES AND EXPENSES FOR SERVICES BY WFFM. The Transfer Agent shall, in
accordance with the request of the Strong Funds, include on the
Transfer Agent's invoice the fees and expenses for the services
described under SECTION 1.2(F) that have been performed by WFFM. Such
fees and expenses shall be reflected as a separate clearly identified
item on the Transfer Agent's invoices to the Strong Funds. Upon
payment by the Strong Funds of such invoiced amounts, the Transfer
Agent shall forward such payment to WFFM. The Transfer Agent shall
have no responsibility to pay WFFM the fees and expenses related to
WFFM's services until payment for such services is received from the
Strong Funds and the Transfer Agent shall have no separate and
independent liability to pay WFFM for such services.
3.4 POSTAGE. Postage for mailing of dividends, proxies, Strong Fund
reports and other mailings to all Shareholder accounts shall be
advanced to the Transfer Agent by the Strong Funds, at least seven (7)
days prior to the mailing date of such materials.
3.5 INVOICES. The Strong Funds agree to pay all fees and reimbursable
expenses within thirty (30) days following the receipt of the
respective invoice, except for any fees or expenses that are subject
to good faith dispute. In the event of such a dispute, the Strong
Funds may only withhold that portion of the fee or expense subject to
the good faith dispute. The Strong Funds shall notify the Transfer
Agent in writing within twenty-one (21) calendar days following the
receipt of each invoice if the Strong Funds are disputing any amounts
in good faith. If the Strong Funds does not provide such notice of
dispute within the required time, the invoice will be deemed accepted
by the Strong Funds. The Strong Funds shall settle such disputed
amounts within five (5) days of the day on which the parties agree on
the amount to be paid by payment of the agreed amount. If no agreement
is reached, then such disputed amounts shall be settled as may be
required by law or legal process.
3.6 LATE PAYMENTS. If any undisputed amount in an invoice of the Transfer
Agent (for fees or reimbursable expenses) is not paid when due, the
Strong Funds shall pay the Transfer Agent interest thereon (from the
due date to the date of payment) at a per annum rate equal to one
percent (1.0%) plus the Prime Rate (that is, the base rate on
corporate loans posted by large domestic banks) published by THE WALL
STREET JOURNAL (or, in the event such rate is not so published, a
reasonably equivalent published rate selected by the Transfer Agent)
on the first day of publication during the month when such amount was
due. Notwithstanding any other provision hereof, such interest rate
shall be no greater than permitted under applicable provisions of
Massachusetts law.
3.7 PAYMENTS BY AFFILIATES. Any costs, fees and out-of-pocket expenses due
to the Transfer Agent under this Agreement may be paid to the Transfer
Agent by the Strong Funds or by an affiliate of the Strong Funds;
provided, however, that any party making a payment on behalf of the
Strong Funds shall do so in accordance with the terms of this SECTION
3 and the Strong Funds shall remain liable for all such costs, fees
and out-of-pocket expenses, and any interest thereon incurred under
SECTION 3.6, until they are actually and fully paid.
4. REPRESENTATIONS AND WARRANTIES OF THE TRANSFER AGENT
The Transfer Agent represents and warrants to the Strong Funds that:
4.1 It is a corporation duly organized and existing and in good standing
under the laws of The Commonwealth of Massachusetts.
4.2 It is duly qualified to carry on its business in The Commonwealth of
Massachusetts.
4.3 It is empowered under applicable laws and by its Articles of
Organization and By-Laws to enter into and perform this Agreement.
4.4 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
4.5 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under
this Agreement.
4.6 It is duly registered as a transfer agent as required by applicable
law.
5. REPRESENTATIONS AND WARRANTIES OF THE STRONG FUNDS
Each of the Strong Funds represents and warrants to the Transfer Agent that:
5.1 It is a corporation or a trust duly organized and existing and in good
standing under the laws of the State of Wisconsin or the State of
Delaware, as applicable.
5.2 It is empowered under applicable laws and by its Articles of
Incorporation/Trust Instrument and By-Laws to enter into and perform
this Agreement.
5.3 All corporate proceedings required by said Articles of
Incorporation/Trust Instrument and By-Laws have been taken to
authorize it to enter into and perform this Agreement.
5.4 It is an open-end management investment company registered under the
Investment Company Act of 1940, as amended.
5.5 A registration statement under the Securities Act of 1933, as amended
is currently effective and will remain effective, and appropriate
state securities law filings have been made and will continue to be
made, with respect to all Shares of such Strong Fund being offered for
sale.
6. WIRE TRANSFER OPERATING GUIDELINES/ARTICLES 4A OF THE UNIFORM COMMERCIAL
CODE
6.1 OBLIGATION OF SENDER. The Transfer Agent is authorized to promptly
debit the appropriate Fund account(s) upon the receipt of a payment
order in compliance with the selected security procedure (the
"Security Procedure") chosen for funds transfer and in the amount of
money that the Transfer Agent has been instructed to transfer. The
Transfer Agent shall execute payment orders in compliance with the
Security Procedure and with the Strong Funds instructions on the
execution date provided that such payment order is received by the
customary deadline for processing such a request, unless the payment
order specifies a later time. All payment orders and communications
received after the customary deadline will be deemed to have been
received the next business day.
6.2 SECURITY PROCEDURE. Each Strong Fund acknowledges that the Security
Procedure it has designated on the Selection Form was selected by such
Strong Fund from security procedures offered by the Transfer Agent.
Each Strong Fund shall restrict access to confidential information
relating to the Security Procedure to authorized persons as
communicated to the Transfer Agent in writing. Each Strong Fund must
notify the Transfer Agent immediately if it has reason to believe
unauthorized persons may have obtained access to such information or
of any change in such Strong Fund's authorized personnel. The Transfer
Agent shall verify the authenticity of all Strong Fund instructions
according to the Security Procedure.
6.3 ACCOUNT NUMBERS. The Transfer Agent shall process all payment orders
on the basis of the account number contained in the payment order. In
the event of a discrepancy between any name indicated on the payment
order and the account number, the account number shall take precedence
and govern.
6.4 REJECTION. The Transfer Agent reserves the right to decline to process
or delay the processing of a payment order which (a) is in excess of
the collected balance in the account to be charged at the time of the
Transfer Agent's receipt of such payment order; (b) if initiating such
payment order would cause the Transfer Agent, in the Transfer Agent's
sole judgement, to exceed any volume, aggregate dollar, network, time,
credit or similar limits which are applicable to the Transfer Agent;
or (c) if the Transfer Agent, in good faith, is unable to satisfy
itself that the transaction has been properly authorized.
6.5 CANCELLATION AMENDMENT. The Transfer Agent shall use reasonable
efforts to act on all authorized requests to cancel or amend payment
orders received in compliance with the Security Procedure provided
that such requests are received in a timely manner affording the
Transfer Agent reasonable opportunity to act. However, the Transfer
Agent assumes no liability if the request for amendment or
cancellation cannot be satisfied.
6.6 ERRORS. The Transfer Agent shall assume no responsibility for failure
to detect any erroneous payment order provided that the Transfer Agent
complies with the payment order instructions as received and the
Transfer Agent complies with the Security Procedure. The Security
Procedure is established for the purpose of authenticating payment
orders only and not for the detection of errors in payment orders.
6.7 INTEREST. The Transfer Agent shall assume no responsibility for lost
interest with respect to the refundable amount of any unauthorized
payment order, unless the Transfer Agent is notified of the
unauthorized payment order within thirty (30) days of notification by
the Transfer Agent of the acceptance of such payment order.
6.8 ACH CREDIT ENTRIES/PROVISIONAL PAYMENTS. When a Strong Fund initiates
or receives Automated Clearing House credit and debit entries pursuant
to these guidelines and the rules of the National Automated Clearing
House Association and the New England Clearing House Association,
State Street Bank and Trust Company ("State Street") will act as an
Originating Depository Financial Institution and/or Receiving
Depository Financial Institution, as the case may be, with respect to
such entries. Credits given by the Transfer Agent with respect to an
ACH credit entry are provisional until the Transfer Agent receives
final settlement for such entry from the Federal Reserve Bank. If the
Transfer Agent does not receive such final settlement, each Strong
Fund agrees that the Transfer Agent shall receive a refund of the
amount credited to such Strong Fund in connection with such entry, and
the party making payment to such Strong Fund via such entry shall not
be deemed to have paid the amount of the entry.
6.9 CONFIRMATION. Confirmation of Transfer Agent's execution of payment
orders shall ordinarily be provided within twenty four (24) hours
notice of which may be delivered through the Transfer Agent's
proprietary information systems, or by facsimile or call-back. A
Strong Fund must report any objections to the execution of an order
within thirty (30) days.
7. DATA ACCESS AND PROPRIETARY INFORMATION
7.1 The Strong Funds acknowledge that the databases, computer programs,
screen formats, report formats, interactive design techniques, and
documentation manuals furnished to the Strong Funds by the Transfer
Agent as part of the Strong Funds' ability to access certain
Fund-related data ("Customer Data") maintained by the Transfer Agent
on databases under the control and ownership of the Transfer Agent or
other third party ("Data Access Services") constitute copyrighted,
trade secret, or other proprietary information (collectively,
"Proprietary Information") of substantial value to the Transfer Agent
or other third party. In no event shall Proprietary Information be
deemed Customer Data. The Strong Funds agree to treat all Proprietary
Information as proprietary to the Transfer Agent and further agree
that they shall not divulge any Proprietary Information to any person
or organization except as may be provided hereunder. Without limiting
the foregoing, each Strong Fund agrees for itself and its employees
and agents to:
(a) Use such programs and databases (i) solely on such Strong Fund's
computers, or (ii) solely from equipment at the location agreed to
between the Strong Fund and the Transfer Agent and (iii) solely in
accordance with the Transfer Agent's applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the
normal course of performing processing on such Strong Fund's
computer(s)), the Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the
Proprietary Information, and if such access is inadvertently obtained,
to inform in a timely manner of such fact and dispose of such
information in accordance with the Transfer Agent's instructions;
(d) Refrain from causing or allowing information transmitted from the
Transfer Agent's computer to the Strong Fund's computer to be
retransmitted to any other computer or other device except as
expressly permitted by the Transfer Agent (such permission not to be
unreasonably withheld);
(e) Allow the Strong Funds to have access only to those authorized
transactions as agreed to between the Strong Funds and the Transfer
Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent
to protect at the Transfer Agent's expense the rights of the Transfer
Agent in Proprietary Information at common law, under federal
copyright law and under other federal or state law.
7.2 Proprietary Information shall not include all or any portion of any of
the foregoing items that: (i) are or become publicly available without
breach of this Agreement; (ii) are released for general disclosure by
a written release by the Transfer Agent; or (iii) are already in the
possession of the receiving party at the time of receipt without
obligation of confidentiality or breach of this Agreement.
7.3 The Strong Funds acknowledge that their obligation to protect the
Transfer Agent's Proprietary Information is essential to the business
interest of the Transfer Agent and that the disclosure of such
Proprietary Information in breach of this Agreement would cause the
Transfer Agent immediate, substantial and irreparable harm, the value
of which would be extremely difficult to determine. Accordingly, the
parties agree that, in addition to any other remedies that may be
available in law, equity, or otherwise for the disclosure or use of
the Proprietary Information in breach of this Agreement, the Transfer
Agent shall be entitled to seek and obtain a temporary restraining
order, injunctive relief, or other equitable relief against the
continuance of such breach.
7.4 If the Strong Funds notify the Transfer Agent that any of the Data
Access Services do not operate in material compliance with the most
recently issued user documentation for such services, the Transfer
Agent shall use its best efforts in a timely manner to correct such
failure. Organizations from which the Transfer Agent may obtain
certain data included in the Data Access Services are solely
responsible for the contents of such data and the Strong Funds agree
to make no claim against the Transfer Agent arising out of the
contents of such third-party data, including, but not limited to, the
accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND
SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON
AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS
ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
A PARTICULAR PURPOSE.
7.5 If the transactions available to the Strong Funds include the ability
to originate electronic instructions to the Transfer Agent in order to
(i) effect the transfer or movement of cash or Shares or (ii) transmit
Shareholder information or other information, then in such event the
Transfer Agent shall be entitled to rely on the validity and
authenticity of such instruction without undertaking any further
inquiry as long as such instruction is undertaken in conformity with
security procedures established by the Transfer Agent from time to
time.
7.6 Each party shall take reasonable efforts to advise its employees of
their obligations pursuant to this SECTION 7. The obligations of this
Section shall survive any earlier termination of this Agreement.
8. INDEMNIFICATION
8.1 The Transfer Agent shall not be responsible for, and each of the
Strong Funds shall indemnify and hold the Transfer Agent and State
Street, as to Section 8.1(e), harmless from and against, any and all
losses, damages, costs, charges, counsel fees, payments, expenses and
liability arising out of or attributable to:
(a) All actions of the Transfer Agent or its agents or subcontractors
required to be taken pursuant to this Agreement with respect to such
Strong Fund (including the defense of any law suit in which the
Transfer Agent or affiliate is a named party), provided that such
actions are taken in good faith and without negligence or willful
misconduct;
(b) such Strong Fund's lack of good faith, negligence or willful
misconduct;
(c) The reliance upon, and any subsequent use of or action taken or
omitted, by the Transfer Agent, or its agents or subcontractors on:
(i) any information, records, documents, data, stock certificates or
services, which are received by the Transfer Agent or its agents or
subcontractors by machine readable input, facsimile, CRT data entry,
electronic instructions, or other similar means authorized by such
Strong Fund, and which have been prepared, maintained or performed by
the Strong Fund or any other person or firm on behalf of such Strong
Fund including but not limited to any broker-dealer, TPA or previous
transfer agent; (ii) any instructions or requests of the Strong Fund
or any of its officers; (iii) any instructions or opinions of legal
counsel of the Strong Fund with respect to any matter arising in
connection with the services to be performed by the Transfer Agent
under this Agreement which are provided to the Transfer Agent by the
Strong Fund after consultation with such legal counsel and upon which
the Transfer Agent is expressly permitted to rely; or (iv) any paper
or document, reasonably believed to be genuine, authentic, or signed
by the proper person or persons;
(d) The offer or sale of Shares of such Strong Fund in violation of
federal or state securities laws or regulations requiring that such
Shares be registered or in violation of any stop order or other
determination or ruling by any federal or any state agency with
respect to the offer or sale of such Shares;
(e) The negotiation and processing of any checks, wires or ACH
transmissions, with respect to such Strong Fund, including without
limitation for deposit into the Strong Funds' demand deposit account
maintained by the Transfer Agent; or
(f) Upon the Strong Fund's request entering into any agreements
required by the NSCC for the transmission of Strong Fund or
Shareholder data through the NSCC clearing systems.
8.2 Without limiting the rights of the Strong Fund under applicable law,
the Transfer Agent will indemnify and hold the Strong Fund harmless
from any and all losses, liabilities, damages, or expenses (including
reasonable fees and disbursements of counsel) from any claims
resulting from the willful misfeasance, bad faith, or gross negligence
of the Transfer Agent, its directors, officers, employees or agents,
in the performance of the Transfer Agent's duties or from reckless
disregard by the Transfer agent or its directors, officers, employees
or agents of the Transfer Agent's obligations and duties under this
Agreement.
8.3 In order that the indemnification provisions contained in this SECTION
8 shall apply, upon the assertion of a claim for which one party may
be required to indemnify the other party, the indemnified party shall
promptly notify the indemnifying party of such assertion, and shall
keep the indemnifying party advised with respect to all developments
concerning such claim. The indemnifying party shall have the option to
participate with the indemnified party in the defense of such claim or
to defend against said claim in its own name or in the name of the
indemnified party. The indemnified party shall in no case confess any
claim or make any compromise in any case in which the indemnifying
party may be required to indemnify the indemnified party except with
the indemnifying party's prior written consent.
9. STANDARD OF CARE
The Transfer Agent shall at all times act in good faith and agrees to
use its best efforts to ensure the accuracy of all services performed
under this Agreement, but assumes no responsibility and shall not be
liable for loss or damage due to errors, including encoding and
payment processing errors, unless said errors are caused by its
negligence, bad faith, or willful misconduct or that of its employees
or agents. The parties agree that any encoding or payment processing
errors shall be governed by this standard of care and Section 4-209 of
the Uniform Commercial Code is superseded by SECTION 9 of this
Agreement. This standard of care also shall apply to Exception
Services, as defined in SECTION 2.3 herein, but such application shall
take into consideration the manual processing involved in, and time
sensitive nature of, Exception Services.
10. CONFIDENTIALITY
10.1 The Transfer Agent and the Strong Funds agree that they will not, at
any time during the term of this Agreement or after its termination,
reveal, divulge, or make known to any person, firm, corporation or
other business organization, any customers' lists, trade secrets, cost
figures and projections, profit figures and projections, or any other
secret or confidential information whatsoever, whether of the Transfer
Agent or of the Strong Funds, used or gained by the Transfer Agent or
the Strong Funds during performance under this Agreement. The Strong
Funds and the Transfer Agent further covenant and agree to retain all
such knowledge and information acquired during and after the term of
this Agreement respecting such lists, trade secrets, or any secret or
confidential information whatsoever in trust for the sole benefit of
the Transfer Agent or the Strong Funds and their successors and
assigns. In the event of breach of the foregoing by either party, the
remedies provided by SECTION 7.3 shall be available to the party whose
confidential information is disclosed. The above prohibition of
disclosure shall not apply to the extent that the Transfer Agent must
disclose such data to its sub-contractor or a Strong Fund agent for
purposes of providing services under this Agreement or in connection
with the Merger.
10.2 In the event that any requests or demands are made for the inspection
of the Shareholder records of the Strong Funds, other than request for
records of Shareholders pursuant to standard subpoenas from state or
federal government authorities (i.e., divorce and criminal actions),
the Transfer Agent will endeavor to notify the Strong Funds and to
secure instructions from an authorized officer of the Strong Funds as
to such inspection. In the event the Transfer Agent is requested or
compelled by court order, decree, subpoena, or other process or
requirement of law to disclose shareholder records or confidential
information, the Transfer Agent shall provide the Strong Funds within
two business days notice of any such disclosure requirement (unless
such notice is prohibited by law) so that the Strong Funds may at
their option and expense seek a protective order or other appropriate
remedy prior to the Transfer Agent disclosing the information.
10.3 Transfer Agent agrees to take any steps necessary to comply with all
applicable laws, rules, and regulations (including, without
limitation, Securities and Exchange Commission Regulation S-P, the
Xxxxx-Xxxxx-Xxxxxx Act, and the Federal Trade Commission Act)
protecting the privacy of any consumers' nonpublic personal financial
information ("Consumer Information") disclosed to or obtained by the
Transfer Agent under this Agreement. Without limiting the Transfer
Agent's confidentiality obligations under this Agreement, to the
extent the Strong Funds provide the Transfer Agent with any Consumer
Information to perform services or functions on its behalf, the
Transfer Agent agrees not to disclose or use such Consumer Information
for any purpose other than to carry out the purposes for which the
Strong Funds disclosed the Consumer Information and as permitted by
law in the ordinary course of business to carry out those purposes.
The Transfer Agent represents that it has policies and procedures in
place that address administrative, technical, and physical safeguards
for the protection of Consumer Information.
11. COVENANTS OF THE STRONG FUNDS AND THE TRANSFER AGENT
11.1 The Strong Funds shall promptly furnish to the Transfer Agent the
following:
(a) A certified copy of the resolution of the Board of
Directors/Trustees of the Strong Funds authorizing the appointment of
the Transfer Agent and the execution and delivery of this Agreement;
and
(b) A copy of the Articles of Incorporation/Declaration of Trust and
By-Laws of each of the Strong Funds and all material amendments
thereto.
11.2 The Transfer Agent hereby agrees to establish and maintain facilities
and procedures reasonably acceptable to the Strong Funds for
safekeeping of stock certificates, check forms and facsimile signature
imprinting devices, if any; and for the preparation or use, and for
keeping account of, such certificates, forms and devices.
11.3 The Transfer Agent shall keep records relating to the services to be
performed hereunder, in the form and manner, as it may deem advisable.
To the extent required by Section 31 of the Investment Company Act of
1940, as amended, and the Rules thereunder, the Transfer Agent agrees
that all such records prepared or maintained by the Transfer Agent
relating to the services to be performed by the Transfer Agent
hereunder are the property of the Strong Funds and will be preserved,
maintained and made available in accordance with such Section and
Rules, and will be surrendered promptly to the Strong Funds on and in
accordance with its request.
12. TERMINATION OF AGREEMENT
12.1 TERM. The term of this Agreement (the "Initial Term") shall commence
on the date first set forth above and shall continue until the Merger,
unless extended by mutual agreement of the parties.
12.2 EXPIRATION OF TERM. During the Initial Term or any extension thereof,
whichever is currently in effect, should either party exercise its
right to terminate, all out-of-pocket expenses or costs associated
with the movement of records and material will be borne by the Strong
Funds. Additionally, the Transfer Agent reserves the right to charge
for any other reasonable expenses associated with such termination.
12.3 CONFIDENTIAL INFORMATION. Upon termination of this Agreement, each
party shall return to the other party all copies of confidential or
proprietary materials or information received from such other party
hereunder, other than materials or information required to be retained
by such party under applicable laws or regulations.
12.4 UNPAID INVOICES. The Transfer Agent may terminate this Agreement
immediately upon an unpaid invoice payable by the Strong Funds to the
Transfer Agent being outstanding for more than ninety (90) days,
except with respect to any amount subject to a good faith dispute
within the meaning of SECTION 3.5 of this Agreement.
12.5 BANKRUPTCY. Either party hereto may terminate this Agreement by notice
to the other party, effective at any time specified therein, in the
event that an action is commenced by or against the other party under
Title 11 of the United States Code or a receiver, conservator or
similar officer is appointed for the other party and such suit,
conservatorship or receivership is not discharged within thirty (30)
days.
13. ASSIGNMENT AND THIRD PARTY BENEFICIARIES
13.1 Except as provided in SECTION 14.1 below neither this Agreement nor
any rights or obligations hereunder may be assigned by either party
without the written consent of the other party. Any attempt to do so
in violation of this Section shall be void. Unless specifically stated
to the contrary in any written consent to an assignment, no assignment
will release or discharge the assignor from any duty or responsibility
under this Agreement.
13.2 Except as explicitly stated elsewhere in this Agreement, nothing under
this Agreement shall be construed to give any rights or benefits in
this Agreement to anyone other than the Transfer Agent and the Strong
Funds, and the duties and responsibilities undertaken pursuant to this
Agreement shall be for the sole and exclusive benefit of the Transfer
Agent and the Strong Funds. This Agreement shall inure to the benefit
of and be binding upon the parties and their respective permitted
successors and assigns.
13.3 This Agreement does not constitute an agreement for a partnership or
joint venture between the Transfer Agent and the Strong Funds. Other
than as provided in SECTION 14.1 and Schedule 1.2(f), neither party
shall make any commitments with third parties that are binding on the
other party without the other party's prior written consent.
14. SUBCONTRACTORS
14.1 The Transfer Agent may, without further consent on the part of the
Strong Funds, subcontract for the performance hereof with a subsidiary
or affiliate duly registered as a transfer agent; provided, however,
that the Transfer Agent shall be fully responsible to the Strong Funds
for the acts and omissions of such subsidiary or affiliate as it is
for its own acts and omissions.
14.2 Nothing herein shall impose any duty upon the Transfer Agent in
connection with or make the Transfer Agent liable for the actions or
failures to act of unaffiliated third parties such as by way of
example and not limitation, Airborne Services, Federal Express, United
Parcel Service, the U.S. Mails, the NSCC and telecommunication
companies, provided, if the Transfer Agent selected such company, the
Transfer Agent shall have exercised due care in selecting the same.
15. MISCELLANEOUS
15.1 AMENDMENT. This Agreement may be amended or modified by a written
agreement executed by both parties and authorized or approved by a
resolution of the Board of Directors/Trustees of the Strong Funds.
15.2 MASSACHUSETTS LAW TO APPLY. This Agreement shall be construed and the
provisions thereof interpreted under and in accordance with the laws
of The Commonwealth of Massachusetts.
15.3 FORCE MAJEURE. In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of God,
acts of war or terrorism, strikes, equipment or transmission failure
or damage reasonably beyond its control, or other causes reasonably
beyond its control, such party shall not be liable for damages to the
other for any damages resulting from such failure to perform or
otherwise from such causes.
15.4 CONSEQUENTIAL DAMAGES. Neither party to this Agreement shall be liable
to the other party for special, indirect or consequential damages
under any provision of this Agreement or for any special, indirect or
consequential damages arising out of any act or failure to act
hereunder.
15.5 SURVIVAL. All provisions regarding indemnification, warranty,
liability, and limits thereon, and confidentiality and/or protections
of proprietary rights and trade secrets shall survive the termination
of this Agreement.
15.6 SEVERABILITY. If any provision or provisions of this Agreement shall
be held invalid, unlawful, or unenforceable, the validity, legality,
and enforceability of the remaining provisions shall not in any way be
affected or impaired.
15.7 PRIORITIES CLAUSE. In the event of any conflict, discrepancy or
ambiguity between the terms and conditions contained in this Agreement
and any Schedules or attachments hereto, the terms and conditions
contained in this Agreement shall take precedence.
15.8 WAIVER. No waiver by either party or any breach or default of any of
the covenants or conditions herein contained and performed by the
other party shall be construed as a waiver of any succeeding breach of
the same or of any other covenant or condition.
15.9 MERGER OF AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto and supersedes any prior agreement with
respect to the subject matter hereof whether oral or written.
15.10COUNTERPARTS. This Agreement may be executed by the parties hereto on
any number of counterparts, and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.
15.11REPRODUCTION OF DOCUMENTS. This Agreement and all schedules,
exhibits, attachments and amendments hereto may be reproduced by any
photographic, Photostatic, microfilm, micro-card, miniature
photographic or other similar process. The parties hereto each agree
that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether
or not the original is in existence and whether or not such
reproduction was made by a party in the regular course of business,
and that any enlargement, facsimile or further reproduction shall
likewise be admissible in evidence.
15.12NOTICES. All notices and other communications as required or
permitted hereunder shall be in writing and sent by first class mail,
postage prepaid, addressed as follows or to such other address or
addresses of which the respective party shall have notified the other.
(a) If to Boston Financial Data Services, Inc., to:
Boston Financial Data Services, Inc.
0 Xxxxxxxx Xxxxx - 0xx Xxxxx
Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Legal Department
Fax Number: (000) 000-0000
(b) If to the Strong Funds, to
Strong Funds
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxx Xxxxx, XX 00000
Attention: Legal Department
Fax Number: (000) 000-0000
(c) If to Xxxxx Fargo Funds Management, Inc., to
Well Fargo Funds Management, Inc.
000 Xxxxxx Xxxxxx - 00xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx Xx Xxxxxx
Fax Number: (000) 000-0000
16. ADDITIONAL FUNDS
In the event that a Strong Fund establish one or more series of Shares, in
addition to those listed on the attached Schedule A, with respect to which
it is desired to have the Transfer Agent render services as transfer agent
under the terms hereof, the Strong Funds shall so notify the Transfer Agent
in writing, and if the Transfer Agent agrees in writing to provide such
services, such series of Shares shall become a Strong Fund hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
Each of the Strong Funds on Exhibit A
BY: __________________________________
A duly authorized officer of each such Entity
ATTEST:
________________________________
BOSTON FINANCIAL DATA SERVICES, INC.
BY: _______________________________
ATTEST:
_______________________________
XXXXX FARGO FUNDS MANAGEMENT LLC
BY: _______________________________
ATTEST:
_______________________________
SCHEDULE A
FUND LIST
EQUITY FUNDS
Advisor Common Stock
Advisor Endeavor Large Cap
Advisor Focus
Advisor International Core
Advisor Large Company Core
Advisor Mid Cap Growth
Advisor Select
Advisor Small Cap Value
Advisor Technology
Advisor U.S. Small/Mid Cap Growth
Advisor U.S. Value
Advisor Utilities and Energy
Asia Pacific
Balanced
Blue Chip
Discovery
Dividend Income
Dow 30 Value
Endeavor
Energy
Enterprise
Growth and Income
Growth 20
Growth
Index 500
Large Cap Core
Large Cap Growth
Large Company Growth
Life Stage Series -Aggressive Portfolio
Life Stage Series - Conservative Portfolio
Life Stage Series - Moderate Portfolio
Mid Cap Disciplined
Multi Cap Value
Opportunity
Overseas
Small/Mid Cap Value
Small Company Value
Strategic Value
Technology 100
U.S. Emerging Growth
Value
SCHEDULE A
FUND LIST (CONTINUED)
FIXED INCOME FUNDS
Advisor Bond
Advisor Municipal Bond
Advisor Short Duration Bond
Advisor Strategic Income
Corporate Bond
Corporate Income
Government Securities
High-Yield Bond
Intermediate Muni Bond
Minnesota Tax-Free
Municipal Bond
Short-Term Bond
Short-Term High-Yield Bond
Short-Term High-Yield Municipal
Short-Term Income
Short-Term Municipal Bond
Ultra Short-Term Income
Ultra Short-Term Municipal Income
Wisconsin Tax-Free
CASH FUNDS
Florida Municipal Money Market
Heritage Money
Money Market
Municipal Money Market
Tax-Free Money
VARIABLE ANNUITIES
Discovery Fund II
Mid Cap Growth Fund II
Multi Cap Value Fund II
Opportunity Fund II
Each of the Strong Funds listed on Exhibit A
BY: ________________________________
Xxxx X. Xxxxxxx, Vice President
A duly authorized officer of each such Entity
BOSTON FINANCIAL DATA SERVICES, INC.
BY:_________________________________
XXXXX FARGO FUNDS MANAGEMENT LLC
BY:_________________________________
SCHEDULE 1.2(E)
AML DELEGATION
1. DELEGATION. In connection with the enactment of the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism Act of 2001 and the regulations promulgated
thereunder, (collectively, the "USA PATRIOT Act"), the Strong Funds have
developed and implemented a written anti-money laundering program (the "AML
Program"), which is designed to satisfy the requirements of the USA PATRIOT
Act. Under the USA PATRIOT Act, a mutual fund can elect to delegate certain
duties with respect to the implementation and operation of its AML Program
to a service provider, including its transfer agent. The Strong Funds are
desirous of having the Transfer Agent perform certain delegated duties
pursuant to the AML Program and the Transfer Agent desires to accept such
delegation.
2. LIMITATION ON DELEGATION. The Strong Funds acknowledge and agree that in
accepting the delegation hereunder, the Transfer Agent is agreeing to
perform only those duties that have been expressly delegated on this
Schedule 1.2(f) (the "Delegated Duties"), as may be amended from time to
time, and is not undertaking and shall not be responsible for any other
aspect of the AML Program or for the overall compliance by the Strong Funds
with the USA PATRIOT Act or for any other matters that have not been
delegated hereunder. Additionally, the parties acknowledge and agree that
the Transfer Agent shall only be responsible for performing the Delegated
Duties with respect to the ownership of, and transactions in, shares in the
Strong Funds for which the Transfer Agent maintains the applicable
shareholder information.
3. CONSENT TO EXAMINATION. In connection with the performance by the Transfer
Agent of the Delegated Duties, the Transfer Agent understands and
acknowledges that the Strong Funds remain responsible for assuring
compliance with the USA PATRIOT Act and that the records the Transfer Agent
maintains for the Strong Funds relating to the AML Program may be subject,
from time to time, to examination and/or inspection by federal regulators
in order that the regulators may evaluate such compliance. The Transfer
Agent hereby consents to such examination and/or inspection and agrees to
cooperate with such federal examiners in connection with their review. For
purposes of such examination and/or inspection, the Transfer Agent will use
its best efforts to make available, during normal business hours and on
reasonable notice all required records and information for review by such
examiners.
4. DELEGATED DUTIES
4.1 Consistent with the services provided by the Transfer Agent and with
respect to the ownership of shares in the Strong Funds for which the
Transfer Agent maintains the applicable shareholder information, the
Transfer Agent shall:
(a) Submit all financial and non-financial transactions through the
Office of Foreign Assets Control ("OFAC") database and such other
lists or databases as may be required from time to time by applicable
regulatory authorities;
(b) Review special payee checks through OFAC database;
SCHEDULE 1.2(F)
AML DELEGATION
(CONTINUED)
(c) Review redemption transactions that occur within thirty (30) days
of account establishment or maintenance;
(d) Review wires sent pursuant to banking instructions other than
those on file with the Transfer Agent;
(e) Review accounts with small balances followed by large purchases;
(f) Review accounts with frequent activity within a specified date
range followed by a large redemption;
(g) On a daily basis, review purchase and redemption activity per tax
identification number ("TIN") within the Strong Funds to determine if
activity for that TIN exceeded the $100,000 threshold on any given
day;
(h) Monitor and track cash equivalents under $10,000 for a rolling
twelve-month period and file IRS Form 8300 and issue the Shareholder
notices required by the IRS;
(i) Determine when a suspicious activity report ("SAR") should be
filed as required by regulations applicable to mutual funds; prepare
and file the SAR. Provide the Strong Funds with a copy of the SAR
within a reasonable time after filing; notify the Strong Funds if any
further communication is received from U.S. Department of the Treasury
or other law enforcement agencies regarding the SAR;
(j) Compare account information to any FinCEN request received by the
Strong Funds and provided to the Transfer Agent pursuant to USA
PATRIOT Act Sec. 314(a). Provide the Strong Funds with
documents/information necessary to respond to requests under USA
PATRIOT Act Sec. 314(a) within required time frames; and
(k) In accordance with procedures agreed upon by the parties (which
may be amended from time to time by mutual agreement of the parties)
(i) verify the identity of any person seeking to open an account with
the Strong Funds, (ii) maintain records of the information used to
verify the person's identity and (iii) determine whether the person
appears on any lists of known or suspected terrorists or terrorists
organizations provided to the Strong Funds by any government agency.
4.2 In the event that the Transfer Agent detects activity as a result of
the foregoing procedures, which necessitates the filing by the
Transfer Agent of a SAR, a Form 8300 or other similar report or notice
to OFAC, then the Transfer Agent shall also immediately notify the
Strong Funds Anti Money Laundering Compliance Officer, unless
prohibited by applicable law.
Each of the Strong Funds listed on Exhibit A
BY: ___________________________________
A duly authorized officer of each such Entity
BOSTON FINANCIAL DATA SERVICES, INC.
By: ___________________________________
XXXXX FARGO FUNDS MANAGEMENT LLC
BY:_________________________________
SCHEDULE 2.1
THIRD PARTY ADMINISTRATOR(S) PROCEDURES
(The following procedures set forth certain responsibilities which are
customarily handled by TPAs and which will not be the responsibility of the
Transfer Agent under this Agreement.)
1. On each day on which both the New York Stock Exchange and the Strong Funds
are open for business (a "Business Day"), TPA(s) will receive, on behalf of
and as agent of the Strong Funds, Instructions (as hereinafter defined)
from the Plan. Instructions shall mean (i) orders by the Plan for the
purchases of Shares, and (ii) requests by the Plan for the redemption of
Shares; in each case based on the Plan's receipt of purchase orders and
redemption requests by Participants in proper form by the time required by
the term of the Plan, but not later than the time of day at which the net
asset value of a Strong Fund is calculated, as described from time to time
in that Strong Fund's prospectus. Each Business Day on which the TPA
receives Instructions shall be a "Trade Date".
2. In connection with the receipt of such Instructions, the following actions
shall be the responsibility of the TPA and not the Transfer Agent. The TPAs
shall:
a. Communicate acceptance of such Instructions, to the applicable Plan.
b. On the next succeeding Business Day following the Trade Date on which
it accepted Instructions for the purchase and redemption of Shares,
(TD+1), notify the Transfer Agent of the net amount of such purchases
or redemptions, as the case may be, for each of the Plans. In the case
of net purchases by any Plan, shall instruct the Trustees of such Plan
to transmit the aggregate purchase price for Shares by wire transfer
to the Transfer Agent on (TD+1). In the case of net redemptions by any
Plan, instruct the Strong Funds' custodian to transmit the aggregate
redemption proceeds for Shares by wire transfer to the Trustees of
such Plan on (TD+1). The times at which such notification and
transmission shall occur on (TD+1) shall be as mutually agreed upon by
each Strong Fund, the TPA(s), and the Transfer Agent.
c. Maintain separate records for each Plan, which record shall reflect
Shares purchased and redeemed, including the date and price for all
transactions, and Share balances. The TPA(s) will maintain on behalf
of each of the Plans a single master account with the Transfer Agent
and such account shall be in the name of that Plan, the TPA(s), or the
nominee of either thereof as the record owner of Shares owned by such
Plan.
d. Maintain records for each Plan of all proceeds of redemptions of
Shares and all other distributions not reinvested in Shares.
e. Prepare, and transmit to each of the Plans, periodic account
statements showing the total number of Shares owned by that Plan as of
the statement closing date, purchases and redemptions of Shares by the
Plan during the period covered by the statement, and the dividends and
other distributions paid to the Plan on Shares during the statement
period (whether paid in cash or reinvested in Shares).
f. At the request and expense of each Strong Fund, transmit to the Plans
prospectuses, proxy materials, reports, and other information provided
by each Strong Fund for delivery to its shareholders.
g. At the request of each Strong Fund, to prepare and transmit to each
Strong Fund or any agent designated by it such periodic reports
covering Shares of each Plan as each Strong Fund shall reasonably
conclude are necessary to enable the Strong Fund to comply with state
Blue Sky requirements.
h. Transmit to the Plans confirmation of purchase orders and redemption
requests placed by the Plans; and
i. With respect to Shares, maintain account balance information for the
Plan(s) and daily and monthly purchase summaries expressed in Shares
and dollar amounts.
3. Plan sponsors may request, or the law may require, that prospectuses, proxy
materials, periodic reports and other materials relating to each Strong
Fund be furnished to Participants in which event the Transfer Agent or each
Strong Fund shall mail or cause to be mailed such materials to
Participants. With respect to any such mailing, the TPA(s) shall, at the
request of the Transfer Agent or each Strong Fund, provide at the TPA(s)'s
expense a complete and accurate set of mailing labels with the name and
address of each Participant having an interest through the Plans in Shares.
Each of the Strong Funds listed on Exhibit A
BY: ___________________________________
A duly authorized officer of each such Entity
BOSTON FINANCIAL DATA SERVICES, INC.
BY:_________________________________
XXXXX FARGO FUNDS MANAGEMENT LLC
BY:_________________________________
SCHEDULE 3.1
FEE SCHEDULE
Fees are billable on a monthly basis at the rate of 1/12 of the annual fee. A
charge is made for an account in the month that an account opens or closes.
---------------------------------------- -----------------------------------------------------------------------------
FUND/SHARE CLASS TOTAL FEE(S)
---------------------------------------- -----------------------------------------------------------------------------
* Class A Shares 0.20% of the average daily net asset value
---------------------------------------- -----------------------------------------------------------------------------
* Class B Shares 0.20% of the average daily net asset value
---------------------------------------- -----------------------------------------------------------------------------
* Class C Shares 0.20% of the average daily net asset value
---------------------------------------- -----------------------------------------------------------------------------
* Class L Shares 0.20% of the average daily net asset value
---------------------------------------- -----------------------------------------------------------------------------
* Class K Shares 0.20% of the average daily net asset value
---------------------------------------- -----------------------------------------------------------------------------
* Class Z Shares of Equity Funds $27.00 annual open account fee, $4.20 closed account fee
---------------------------------------- -----------------------------------------------------------------------------
* Class Z Shares of Income Funds $31.50 annual open account fee, $4.20 closed account fee
---------------------------------------- -----------------------------------------------------------------------------
* Investor Class Shares of Equity $27.00 annual open account fee, $4.20 closed account fee
Funds
---------------------------------------- -----------------------------------------------------------------------------
* Investor Class Shares of Income $31.50 annual open account fee, $4.20 closed account fee
Funds
---------------------------------------- -----------------------------------------------------------------------------
*Investor Class Shares of $32.50 annual open account fee, $4.20 closed account fee
Money Funds
---------------------------------------- -----------------------------------------------------------------------------
* Advisor Class Shares 0.20% of the average daily net asset value1
---------------------------------------- -----------------------------------------------------------------------------
* Institutional Class Shares 0.015% of the average daily net asset value
---------------------------------------- -----------------------------------------------------------------------------
1 Excluding the Strong Heritage Money and the Strong Opportunity II Funds. The
fee for the Heritage Money and Opportunity II Funds is 0.015% of the average
daily net asset value of all Advisor Class shares.
For purposes of calculating fees pursuant to this Agreement, omnibus accounts
shall be treated as direct open accounts of the Fund
THE TOTAL FEES ABOVE SHALL COVER THE FOLLOWING:
1. BOSTON FINANCIAL FEES
ANNUAL ACCOUNT SERVICE FEES
Year 1 Year 2 Year 3 Year 4 Year 5
OPEN ACCOUNTS
DIRECT MONEY MARKET $12.50 $12.50 $12.75 $13.00 $13.26
ALL OTHER DIRECT ACCOUNTS $9.90 $9.90 $10.10 $10.30 $10.51
NETWORKING ACCOUNTS $4.00 $4.00 $4.08 $4.16 $4.24
BROKERAGE ACCOUNTS $2.50 $2.50 $2.55 $2.60 $2.65
CLOSED ACCOUNTS $1.80 $1.80 $1.84 $1.87 $1.91
AML/COMPLIANCE WAIVED WAIVED WAIVED WAIVED WAIVED
ACTIVITY BASED FEES
Transaction/Telephone Calls $3.50/item
FEES FOR STATE STREET BANK CUSTODIAL SERVICES
Annual maintenance fee (which is collected from
shareholder XXX accounts) $2.00/account
AUTOMATED WORK DISTRIBUTOR (AWD)
Use Fees and Remote Processing Fees - TA2000 AWD Client, $4,200/WORKSTATION
$1,700/WORKSTATION
Use Fees and Remote Processing Fees - AWD Contact
o ABOVE FEES APPLY TO UP TO 200 WORKSTATIONS; DISCOUNT FOR WORKSTATIONS IN
EXCESS 200, TBD
o DOES NOT INCLUDE HARDWARE OR THIRD-PARTY SOFTWARE
DEDICATED PROGRAMMER $165,000/year*
*Account service fees include a dedicated DST development team comprised of 4
programmers, 3 business analysts and a supervisor - this rate would apply to
projects that exceed the capacity of that team.
2. WFFM FEES
For Services pursuant to Sections 1.2(f) and Section 3.3, WFFM shall be
paid any and all amounts remaining after the total fees are applied to
amounts owed to Boston Financial as set forth above.
