AMENDED AND RESTATED
TRANSFER AND DIVIDEND DISBURSING AGENT AGREEMENT
THIS AGREEMENT is made and entered into on _________________, and as
amended and restated on this ____ day of ________, 2000, between STRONG
____________, 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 $.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. 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.
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 systematic
withdrawals; Xxxxx, XXX and 403(b)(7) plans; 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.
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Q. Replace lost or destroyed checks.
R. Continuously maintain all records for active and closed accounts.
S. Furnish shareholder data information for a current calendar year in
connection with XXX and Xxxxx Plans in a format suitable for mailing to
shareholders.
T. 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.
U. 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 of 1933 and
Investment Company Act of 1940.
V. Perform ministerial and clerical work involved in effecting any Fund
transaction.
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 specific plans (i.e., XXX, Xxxxx,
Systematic Withdrawal).
C. Requests for information about exchanges between Funds.
D. Requests for historical Fund prices.
E. Requests for information about the value and timing of dividend
payments.
F. Questions regarding correspondence from the Corporation and newspaper
articles.
G. Any requests for information from non-shareholders.
H. 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 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
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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 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
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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.
--------------------------------------
Xxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxxxxxx, Vice President
Attest: Strong ____________, Inc.
--------------------------------------
Xxxx X. Xxxxxxx 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
Attest: Strong Capital Management, Inc.
--------------------------------------
Xxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxxxxxx, Vice President
Attest: Strong ____________, Inc.
--------------------------------------
Xxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxxxxxx, Vice President
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TRANSFER AND DIVIDEND DISBURSING FEE SCHEDULE
Until such time that this schedule is replaced or modified, Strong
____________, 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, plus out-of-pocket expenses attributable to the Corporation
and the Fund(s).
FUND SHARE CLASS FEE(S)
-------- ----------- -----------
-------- ----------- -----------
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
401(k) plans, 401(k) alliances, and financial institutions, such as insurance
companies, broker/dealers, and investment advisors shall be treated as direct
open accounts of the Fund. Out-of-pocket expenses will be charged to the
applicable Fund, except
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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.
ADVISOR AND INSTITUTIONAL CLASS SHARES
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, administrative 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.
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Attest: Strong Capital Management, Inc.
--------------------------------------
Xxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxxxxxx, Vice President
Attest: Strong ____________, Inc.
--------------------------------------
Xxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxxxxxx, Vice President
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