TRANSFER AND DIVIDEND DISBURSING AGENT AGREEMENT
THIS AGREEMENT is made and entered into as of this 26th day of April, 2001,
between STRONG OPPORTUNITY FUND II, INC., a Wisconsin corporation (the
"Corporation"), on behalf of the Funds (as defined below) of the Corporation,
and STRONG CAPITAL MANAGEMENT, 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:
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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.
5. REFERRALS TO CORPORATION. Strong hereby agrees to refer to the Corporation
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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:
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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.
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
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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.
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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
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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
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execute further documents as are necessary to effectuate the purposes hereof.
18. SEVERABILITY. If any provision of this Agreement shall be held or made
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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 Capital Management, Inc.
/s/ Xxxxxx X. Xxxxxx Xx. /s/ Xxxxxxxxx X. Xxxxxxxxx
---------------------------------------------------- -----------------------------------------------------------
Xxxxxx X. Xxxxxx Xx. Xxxxxxxxx X. Xxxxxxxxx, Executive Vice President and
Secretary
Attest: Strong Opportunity Fund II, Inc.
/s/ Xxxxxx X. Xxxxxx Xx. /s/ Xxxxxxxxx X. Xxxxxxxxx
---------------------------------------------------- -----------------------------------------------------------
Xxxxxx X. Xxxxxx Xx. Xxxxxxxxx X. Xxxxxxxxx, Vice President and Secretary
SCHEDULE A
The Fund(s) of the Corporation currently subject to this Agreement are as
follows:
Date of Addition
FUND(S) TO THIS AGREEMENT
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Strong Opportunity Fund II April 26, 2001
Strong Capital Management, Inc.
Attest:
/s/ Xxxxxx X. Xxxxxx Xx. /s/ Xxxxxxxxx X. Xxxxxxxxx
---------------------------------------------------- -----------------------------------------------------------
Xxxxxx X. Xxxxxx Xx. Xxxxxxxxx X. Xxxxxxxxx, Executive Vice President and
Secretary
Attest: Strong Opportunity Fund II, Inc.
/s/ Xxxxxx X. Xxxxxx Xx. /s/ Xxxxxxxxx X. Xxxxxxxxx
---------------------------------------------------- -----------------------------------------------------------
Xxxxxx X. Xxxxxx Xx. Xxxxxxxxx X. Xxxxxxxxx, Vice President and Secretary
SCHEDULE B
TRANSFER AND DIVIDEND DISBURSING FEE SCHEDULE
Until such time that this schedule is replaced or modified, Strong Opportunity
Fund II, Inc. (the "Corporation"), on behalf of each Fund set forth on Schedule
A to this Agreement, agrees to compensate Strong Capital Management, 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)
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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 Capital Management, Inc.
/s/ Xxxxxx X. Xxxxxx Xx. /s/ Xxxxxxxxx X. Xxxxxxxxx
---------------------------------------------------- -----------------------------------------------------------
Xxxxxx X. Xxxxxx Xx. Xxxxxxxxx X. Xxxxxxxxx, Executive Vice President and
Secretary
Attest: Strong Opportunity Fund II, Inc.
/s/ Xxxxxx X. Xxxxxx Xx. /s/ Xxxxxxxxx X. Xxxxxxxxx
---------------------------------------------------- -----------------------------------------------------------
Xxxxxx X. Xxxxxx Xx. Xxxxxxxxx X. Xxxxxxxxx, Vice President and Secretary
