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EXHIBIT 99.B9
SHAREHOLDER SERVICING AGENT AGREEMENT
THIS AGREEMENT is made and entered into on this ____ day of __________,
199_, between STRONG ________________ FUNDS, 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;
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 $.01 par
value common stock (the "Shares") of each Fund; and,
WHEREAS, the Corporation desires to retain Strong as the shareholder
servicing 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
shareholder servicing 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. 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.
3. 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.
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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.
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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.
4. 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.
5. Compensation to Strong. Strong shall be compensated for its services
hereunder in accordance with the Shareholder Servicing 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.
6. 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
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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.
7. Effective Date. This Agreement shall become effective as of the date
hereof.
8. 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.
9. 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 Securities and Exchange
Commission 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.
10. 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.
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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 Xxxxxx X. Xxxxx, Senior Vice President
Attest: Strong _____________ Funds, Inc.
______________________________________ _______________________________________
Xxxx X. Xxxxxxx, Vice President Xxxxxxx X. Xxxxxxxxxxx, Vice President
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SCHEDULE A
The Fund(s) of the Corporation currently subject to this Agreement are as
follows:
Date of Addition
Fund(s) to this Agreement
Strong _______________Fund ___________, 199_
Attest: Strong Capital Management, Inc.
______________________________________ _______________________________________
Xxxxxxx X. Xxxxxxxxxxx, Vice President Xxxxxx X. Xxxxx, Senior Vice President
Attest: Strong ________________ Funds, Inc.
______________________________________ _______________________________________
Xxxx X. Xxxxxxx, Vice President Xxxxxxx X. Xxxxxxxxxxx, Vice President
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SCHEDULE B
SHAREHOLDER SERVICING FEE SCHEDULE
Until such time that this schedule is replaced or modified, Strong
Institutional Funds, 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 shareholder servicing agent as
specified below, plus out-of-pocket expenses attributable to the Corporation
and the Fund(s).
Fund(s) Annual Rate
Strong __________ Fund .___%
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.
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For the services to be furnished during any month by Strong under this
Agreement, each Fund listed above shall pay Strong a monthly fee equal to
1/12th of the annual fee as set forth above of the average daily net asset
value of the Fund determined as of the close of business on each business day
throughout 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 or for underwriting the sale of
Corporation shares. 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.
Attest: Strong Capital Management, Inc.
______________________________________ ________________________________________
Xxxxxxx X. Xxxxxxxxxxx, Vice President Xxxxxx X. Xxxxx, Senior Vice President
Attest: Strong ___________ Funds, Inc.
______________________________________ ________________________________________
Xxxx X. Xxxxxxx, Vice President Xxxxxxx X. Xxxxxxxxxxx, Vice President
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