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EXHIBIT 99.B9.1
SHAREHOLDER SERVICING AGREEMENT
(PERSONAL SERVICES PROVIDED TO SHAREHOLDERS)
THIS AGREEMENT is entered into on this ______ day of ________ 1997
between Stong Equity Funds, Inc., a Wisconsin corporation (the "Corporation"),
on behalf of the Strong Index 500 Fund ("Fund"), and Strong Capital Management,
Inc., a Wisconsin corporation ("SCM").
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, SCM wishes to act as the shareholder servicing agent for
investors in the Fund (the "Customer") in performing certain administrative
functions in connnection 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 SCM do mutually agree and promise as
follows:
1. Appointment. SCM 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. SCM shall be responsible for performing
shareholder account administrative and servicing functions, which shall include
without limitation:
(a) answereing 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's transfer agent; (d) transmitting Customers' purchase and redemption
orders to the Fund's transfer agent; (e) arranging for the wiring or other
transfer of funds 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
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Fund of the gross amount of purchase and redemption orders for Shares; (h)
monitoring the activities of the Fund's transfer agent related to Customers'
accounts, and to statements, confirmations or other reports furnished to
Customers by the Fund's 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. SCM 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 SCM 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
SCM in the performance of the services described above shall be determined from
time to time by agreement between SCM and the Corporation.
3. Fees. As full compensation for the services described in Section 2
hereof and expenses incurred by SCM, the Fund shall pay SCM a fee at an annual
rate of .25% 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 SCM, but no more
frequently than monthly.
4. Information Pertaining to the Shares. SCM 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's Prospectus and Statement of Additional
Information and objective historical performance information. SCM 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 agrees to furnish SCM 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 SCM, and
SCM 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 SCM such other information relating to the business affairs of the Fund as
SCM 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 SCM.
5. Use of SCM's Name. The Fund shall not use the name of SCM in any
prospectus, sales literature or other material relating to the Fund in a manner
not approved by SCM prior thereto; provided, however, that the approval of SCM
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
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Commission (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.
6. Use of the Fund's Name. SCM 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 the Fund prior thereto; provided, however, that
the approval of the Fund shall not be required for the use of the Fund's name
in connection with communications permitted by Sections 2 and 4 hereof or for
any use of the Fund's name which merely refers in accurate and factual terms to
SCM's 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. SCM 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 SCM's 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. SCM assumes no responsibilities under this
Agreement other than to render the services called for hereunder, on the terms
and conditions provided herein. SCM shall comply with all applicable federal
and state laws and regulations. SCM 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
SCM. SCM 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. SCM 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 SCM. The Fund will indemnify and hold SCM
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's prospectus, actions or inactions by the Fund or any of
its agents or contractors or the performance of SCM's obligations hereunder and
(b) not resulting from the willful misfeasance, bad faith, or gross negligence
of SCM, its officers, employees or agents, in the performance of SCM's duties
or from reckless disregard by SCM, its officers, employees or agents of SCM's
obligations and duties under this Agreement.
Notwithstanding anything herein to the contrary, the Fund will indemnify
and hold SCM 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 SCM's 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, SCM 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 SCM, its officers, employees, or
agents, in the performance of SCM's duties or from reckless disregard by SCM,
its officers, employees or agents of SCM's obligations and duties under this
Agreement, and (b) not resulting from SCM's actions in accordance with
instructions reasonably believed by SCM 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. SCM 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 SCM 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 CAPITAL MANAGEMENT, INC.
______________________________________ _________________________________
Xxxxxxx X. Xxxxxxxxxxx, Vice President Xxxx Xxxxxxxx, President
and Assistant Secretary
Attest: STRONG EQUITY FUNDS, INC.
______________________________________ _________________________________
Xxxxxxx X. Xxxxxxxxxxx, Vice President Xxxx X. Xxxxxxx, Vice President
and Secretary
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