AMENDED AND RESTATED
TRANSFER AND DIVIDEND DISBURSING AGENT AGREEMENT
THIS AGREEMENT is made and entered into as of the 30th day of November,
2001, and is amended and restated as of this 6th day of May, 2002, between
STRONG VARIABLE INSURANCE FUNDS, INC., a Wisconsin corporation (the
"Corporation"), on behalf of the Funds (as defined below) of the Corporation,
and STRONG INVESTOR SERVICES, INC., a Wisconsin corporation ("Strong").
WITNESSETH
WHEREAS, the Corporation is an open-end management investment company
registered under the Investment Company Act of 1940 (the "1940 Act") for the
purpose of serving as an investment medium for separate accounts of certain life
insurance companies authorized by the Corporation's Board of Directors (the
"Separate Accounts");
WHEREAS, the Corporation is authorized to create separate series, each with
its own separate investment portfolio, and the beneficial interest in each such
series will be represented by a separate series of shares (each series is
hereinafter individually referred to as a "Fund" and collectively, the "Funds");
WHEREAS, the Corporation is authorized to issue shares of its $.00001 par
value common stock (the "Shares") of each Fund; and,
WHEREAS, the Corporation desires to retain Strong as the transfer and
dividend disbursing agent of the Shares of each Fund on whose behalf this
Agreement has been executed.
NOW, THEREFORE, the Corporation and Strong do mutually agree and promise as
follows:
1. APPOINTMENT. The Corporation hereby appoints Strong to act as transfer
and dividend disbursing agent of the Shares of each Fund listed on Schedule A
hereto, as such Schedule may be amended from time to time. Strong shall, at its
own expense, render the services and assume the obligations herein set forth
subject to being compensated therefor as herein provided.
2. DELIVERY OF DOCUMENTS. In connection herewith, the Corporation has
delivered to Strong copies of (i) the Corporation's Articles of Incorporation
and Bylaws, as amended from time to time, (ii) the Corporation's Registration
Statement and all amendments thereto filed with the U.S. Securities and Exchange
Commission ("SEC") pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), or the 1940 Act (the "Registration Statement"), (iii) the
Corporation's current Prospectus and Statement of Additional Information for
each Fund (collectively, as currently in effect and as amended or supplemented,
the "Prospectus"), (iv) each current plan of distribution or similar document
adopted by the Corporation under Rule 12b-1 under the 1940 Act ("Plan") and each
current shareholder service plan or similar document adopted by the Corporation
("Service Plan"), and (v) all applicable procedures adopted by the Corporation
with respect to the Funds, and shall promptly furnish Strong with all amendments
of or supplements to the foregoing. The Corporation shall deliver to Strong a
certified copy of the resolution of the Board of Directors of the Corporation
(the "Board") appointing Strong and authorizing the execution and delivery of
this Agreement.
3. AUTHORITY OF STRONG. Strong is hereby authorized by the Corporation to
receive all cash which may from time to time be delivered to it by or for the
account of the Funds; to issue confirmations and/or certificates for Shares of
the Funds upon receipt of payment; to redeem or repurchase on behalf of the
Funds Shares upon receipt of certificates properly endorsed or properly executed
written requests as described in the current prospectus of each Fund and to act
as dividend disbursing agent for the Funds.
4. DUTIES OF STRONG. Strong hereby agrees to:
A. Process new accounts for Separate Accounts.
B. Process purchases, both initial and subsequent, of Fund Shares in
accordance with conditions set forth in the prospectus of each Fund as
mutually agreed by the Corporation and Strong.
C. Transfer Fund Shares to an existing account or to a new account
upon receipt of required documentation in good order.
D. Redeem uncertificated and/or certificated shares upon receipt of
required documentation in good order.
E. Issue and/or cancel certificates as instructed; replace lost,
stolen or destroyed certificates upon receipt of satisfactory
indemnification or bond.
F. Distribute dividends and/or capital gain distributions. This
includes disbursement as cash or reinvestment and to change the
disbursement option at the request of shareholders.
G. Process exchanges between Funds (process and direct
purchase/redemption and initiate new account or process to existing
account).
H. Make miscellaneous changes to records.
I. Prepare and mail a confirmation to shareholders as each transaction
is recorded in a shareholder account. Duplicate confirmations to be
available on request within current year.
J. Handle phone calls and correspondence in reply to shareholder
requests except those items set forth in Referrals to Corporation,
below.
K. Prepare Reports for the Funds:
i. Monthly analysis of transactions and accounts by types.
ii. Quarterly state sales analysis; sales by size; analysis of
withdrawals; print-out of shareholder balances.
L. Perform daily control and reconciliation of Fund Shares with
Strong's records and the Corporation's office records.
M. Prepare address labels or confirmations for four reports to
shareholders per year.
N. Mail and tabulate proxies for one Annual Meeting of Shareholders,
including preparation of certified shareholder list and daily report
to Corporation management, if required.
O. Prepare and mail required Federal income taxation information to
shareholders to whom dividends or distributions are paid, with a copy
for the IRS and a copy for the Corporation if required.
P. Provide readily obtainable data which may from time to time be
requested for audit purposes.
Q. Continuously maintain all records for active and closed accounts.
R. Prepare and/or deliver any written communication to a potential
purchaser of Fund shares, provided that the content of such
communications is approved by an authorized person of the Corporation.
S. Respond to inquiries of a potential purchaser of Fund shares in a
communication initiated by the potential purchaser, provided that the
content of such response is limited to information contained in the
Corporation's current registration statement filed under the
Securities Act and 1940 Act.
T. Perform ministerial and clerical work involved in effecting any
Fund transaction.
U. Implement and administer a program compliant with the Anti-Money
Laundering Policy, as may be amended from time to time, in accordance
with applicable law.
5. REFERRALS TO CORPORATION. Strong hereby agrees to refer to the
Corporation for reply the following:
A. Requests for investment information, including performance and
outlook.
B. Requests for information about exchanges between Funds.
C. Requests for historical Fund prices.
D. Requests for information about the value and timing of dividend
payments.
E. Questions regarding correspondence from the Corporation and
newspaper articles.
F. Any requests for information from non-shareholders.
G. Any other types of shareholder requests as the Corporation may
request from Strong in writing.
6. COMPENSATION TO STRONG. Strong shall be compensated for its services
hereunder in accordance with the Transfer and Dividend Disbursing Fee
Schedule (the "Fee Schedule") attached hereto as Schedule B and as such Fee
Schedule may from time to time be amended in writing between the two
parties. The Corporation will reimburse Strong for all out-of-pocket
expenses, including, but not necessarily limited to, postage, confirmation
forms, etc. Special projects, not included in the Fee Schedule and
requested by proper instructions from the Corporation with respect to the
relevant Funds, shall be completed by Strong and invoiced to the
Corporation and the relevant Funds as mutually agreed upon.
7. RECORDKEEPING. The parties hereby agree to the following:
A. Prior to the commencement of Strong's responsibilities under this
Agreement, if applicable, the Corporation shall deliver or cause to be
delivered over to Strong (i) an accurate list of shareholders of the
Corporation, showing each shareholder's address of record, number of
Shares owned and whether such Shares are represented by outstanding
share certificates and (ii) all shareholder records, files, and other
materials necessary or appropriate for proper performance of the
functions assumed by Strong under this Agreement (collectively
referred to as the "Materials"). The Corporation shall on behalf of
each applicable Fund or Class indemnify and hold Strong harmless from
and against any and all losses, damages, costs, charges, counsel fees,
payments, expenses and liability arising out of or attributable to any
error, omission, inaccuracy or other deficiency of the Materials, or
out of the failure of the Corporation to provide any portion of the
Materials or to provide any information in the Corporation's
possession or control reasonably needed by Strong to perform the
services described in this Agreement.
B. Strong shall keep records relating to the services to be performed
under this Agreement, in the form and manner as it may deem advisable
and as required by applicable law. To the extent required by Section
31 of the 1940 Act, and the rules thereunder, Strong agrees that all
such records prepared or maintained by Strong relating to the services
to be performed by Strong under this Agreement are the property of the
Corporation and will be preserved, maintained and made available in
accordance with Section 31 of the 1940 Act and the rules thereunder,
and will be surrendered promptly to the Corporation on and in
accordance with the Corporation's request. The Corporation and its
authorized representatives shall have access to Strong's records
relating to the services to be performed under this Agreement at all
times during Strong's normal business hours. Upon the reasonable
request of the Corporation, copies of any such records shall be
provided promptly by Strong to the Corporation or the Corporation's
authorized representatives. With respect to the Anti-Money Laundering
Policy ("Policy") referred to in section 4(U), Strong shall allow any
federal, state, or self-regulatory organizations' examiners and the
Corporation to conduct an inspection of Strong, upon reasonable
advance written notice, for the purpose of verifying Strong's
compliance with the terms of the Policy.
C. Strong and the Corporation agree that all books, records,
information, and data pertaining to the business of the other party
which are exchanged or received pursuant to the negotiation or the
carrying out of this Agreement shall remain confidential, and shall
not be voluntarily disclosed to any other person, except as may be
required by law.
D. In case of any requests or demands for the inspection of the
shareholder records of the Corporation, Strong will endeavor to notify
the Corporation and to secure instructions from an authorized officer
of the Corporation as to such inspection. Strong shall abide by the
Corporation's instructions for granting or denying the inspection;
provided, however, that Strong may grant the inspection without
instructions if Strong is advised by counsel to Strong that failure to
do so will result in liability to Strong.
8. LIMITATION OF SHAREHOLDER LIABILITY. Neither the Directors of the
Corporation, the officers of the Corporation, nor the shareholders of each
Fund shall be liable for any obligations of the Corporation or of the Funds
under this Agreement, and Strong agrees that, in asserting any rights or
claims under this Agreement, it shall look only to the assets and property
of the Corporation or the Fund to which Strong's rights or claims relate in
settlement of such rights or claims, and not to the Directors of the
Corporation, the officers of the Corporation or the shareholders of the
Funds.
9. TAXES. Strong shall not be liable for any taxes, assessments or
governmental charges that may be levied or assessed on any basis whatsoever
in connection with the Corporation or any shareholder or any purchase of
Shares, excluding taxes assessed against Strong for compensation received
by it under this Agreement.
10. RIGHTS AND POWERS OF STRONG. Strong's rights and powers with respect to
acting for and on behalf of the Corporation, including rights and powers of
Strong's officers and directors, shall be as follows:
A. No order, direction, approval, contract or obligation on behalf of
the Corporation with or in any way affecting Strong shall be deemed
binding unless made in writing and signed on behalf of the Corporation
by an officer or officers of the Corporation who have been duly
authorized to so act on behalf of the Corporation by its Board of
Directors.
B. Directors, officers, agents and shareholders of the Corporation are
or may at any time or times be interested in Strong as officers,
directors, agents, shareholders, or otherwise. Correspondingly,
directors, officers, agents and shareholders of Strong are or may at
any time or times be interested in the Corporation as directors,
officers, agents, shareholders or otherwise. Strong shall, if it so
elects, also have the right to be a shareholder of the Corporation.
C. The services of Strong to the Corporation are not to be deemed
exclusive and Strong shall be free to render similar services to
others as long as its services for others do not in any manner or way
hinder, preclude or prevent Strong from performing its duties and
obligations under this Agreement.
D. The Corporation will indemnify Strong and hold it harmless from and
against all costs, losses, and expenses which may be incurred by it
and all claims or liabilities which may be asserted or assessed
against it as a result of any action taken by it without negligence
and in good faith, and for any act, omission, delay or refusal made by
Strong in connection with this agency in reliance upon or in
accordance with any instruction or advice of any duly authorized
officer of the Corporation.
11. EFFECTIVE DATE. This Agreement shall become effective as of the date
hereof.
12. TERMINATION OF AGREEMENT. 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 the Corporation or Strong upon ninety (90) days' written
notice to the other party.
13. AMENDMENT. This Agreement may be amended by the mutual written consent
of the parties. If, at any time during the existence of this Agreement, the
Corporation deems it necessary or advisable in the best interests of
Corporation that any amendment of this Agreement be made in order to comply
with the recommendations or requirements of the SEC or state regulatory
agencies or other governmental authority, or to obtain any advantage under
state or federal laws, the Corporation shall notify Strong of the form of
amendment which it deems necessary or advisable and the reasons therefor,
and if Strong declines to assent to such amendment, the Corporation may
terminate this Agreement forthwith.
14. 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 postpaid to the other party at the principal place of
business of such party.
15. ASSIGNMENT. Except as otherwise provided in this Agreement, neither
this Agreement nor any rights or obligations under this Agreement may be
assigned by either party without the written consent of the other party.
This agreement shall inure to the benefit of and be binding upon the
parties and their respective successors and assigns. Strong may, without
further consent on the part of the Corporation, subcontract for the
performance hereof with any entity, including affiliated persons of the
Strong; provided however, that Strong shall be as fully responsible to the
Corporation for the acts and omissions of any subcontractor as Strong is
for its own acts and omissions.
16. FORCE MAJEURE. Strong 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.
17. FURTHER ASSURANCES. Each party agrees to perform such further acts and
execute further documents as are necessary to effectuate the purposes
hereof.
18. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
19. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Wisconsin, provided however that
nothing herein shall be construed in a manner inconsistent with the 1940
Act, the Securities Act, the Securities Exchange Act of 1934 or any rule or
order of the SEC under such Acts.
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.
------------------------------------ --------------------------------------
[Name] [Name, Title]
Attest: Strong Variable Insurance Funds, Inc.
------------------------------------ --------------------------------------
[Name] [Name, Title]
SCHEDULE A
The Fund(s) of the Corporation currently subject to this Agreement are as
follows:
Date of Addition
FUND(S) TO THIS AGREEMENT
------- -----------------
[Name of Fund(s)] [Date]
Attest: Strong Investor Services, Inc.
----------------------------------- --------------------------------------
[Name] [Name, Title]
Attest: Strong Variable Insurance Funds, Inc.
----------------------------------- --------------------------------------
[Name] [Name, Title]
SCHEDULE B
TRANSFER AND DIVIDEND DISBURSING FEE SCHEDULE
Until such time that this schedule is replaced or modified, Strong Variable
Insurance Funds, Inc. (the "Corporation"), on behalf of each Fund set forth on
Schedule A to this Agreement, agrees to compensate Strong Investor Services,
Inc. ("Strong") for performing as transfer and dividend disbursing agent as
specified below per Fund account (each account being a Separate Account of an
insurance company authorized by the Company's Board of Directors (a "Separate
Account") and holding Fund shares on behalf of its contract owners (the
"Contract Owners")), plus out-of-pocket expenses attributable to the Corporation
and the Fund(s). For purposes of this Fee Schedule "shareholder" or
"shareholders" includes Contract Owners of a Separate Account.
FUND/SHARE CLASS FEE(S)
[Name of Fund]
Investor Class Shares $_________ annual open account fee, $_______ closed account fee
Out-of-pocket expenses include, but are not limited to, the following:
1. All materials, paper and other costs associated with necessary and
ordinary shareholder correspondence.
2. Postage and printing of confirmations, statements, tax forms and any
other necessary shareholder correspondence. Printing is to include the cost
of printing account statements and confirmations by third-party vendors as
well as the cost of printing the actual forms.
3. The cost of mailing (sorting, inserting, etc.) by third-party vendors.
4. All banking charges of Corporation, including deposit slips and stamps,
checks and share drafts, wire fees not paid by shareholders, and any other
deposit account or checking account fees.
5. The cost of storage media for Corporation records, including phone
recorder tapes, microfilm and microfiche, forms and paper.
6. Offsite storage costs for older Corporation records.
7. Charges incurred in the delivery of Corporation materials and mail.
8. Any costs for outside contractors used in providing necessary and
ordinary services to the Corporation, a Fund or shareholders, not
contemplated to be performed by Strong.
9. Any costs associated with enhancing, correcting or developing the record
keeping system currently used by the Corporation, including the development
of new statement or tax form formats.
INVESTOR CLASS SHARES
For purposes of calculating Strong's compensation pursuant to this
Agreement, all subaccounts which hold Investor Class shares of a Fund through a
Separate Account shall be treated as direct open accounts of the Fund upon
approval of such arrangement by the Board. Out-of-pocket expenses will be
charged to the applicable Fund, except for those out-of-pocket expenses
attributable to the Corporation in general, which shall be charged pro rata to
each Fund.
All fees will be billed to the Corporation monthly based upon the number of
open and closed accounts existing on the last day of the month plus any
out-of-pocket expenses paid by Strong during the month. These fees are in
addition to any fees the Corporation may pay Strong for providing investment
management services, administrative services, or for underwriting the sale of
Corporation shares.
Attest: Strong Investor Services, Inc.
------------------------------------ --------------------------------------
[Name] [Name, Title]
Attest: Strong Variable Insurance Funds, Inc.
------------------------------------ --------------------------------------
[Name] [Name, Title]
