TRANSFER AND DIVIDEND DISBURSING AGENT AGREEMENT
THIS AGREEMENT is made and entered into on this _____ day of _____, _____,
between STRONG __________, 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");
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 $_____ 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 of 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.
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
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.
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 and 1940 Act.
V. Perform ministerial and clerical work involved in effecting any Fund
transaction.
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 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.
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.
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 __________, 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
Strong Investor Services, Inc.
Attest:
---------------------------------------------------- -----------------------------------------------------------
[Name] [Name, Title]
Attest: Strong __________, Inc.
---------------------------------------------------- -----------------------------------------------------------
[Name] [Name, Title]
SCHEDULE B
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 Investor Services,
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)
---------------------------------------- -----------------------------------------------------------------------------
---------------------------------------- -----------------------------------------------------------------------------
Strong __________ Fund
---------------------------------------- -----------------------------------------------------------------------------
Class _____ __________
---------------------------------------- -----------------------------------------------------------------------------
---------------------------------------- -----------------------------------------------------------------------------
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.
CLASS Z SHARES AND INVESTOR CLASS SHARES
For purposes of calculating Strong's compensation pursuant to this
Agreement, all subaccounts which hold Class Z shares or 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 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.
CLASS A, CLASS B, CLASS C, CLASS L, ADVISOR CLASS 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.
Attest: Strong Investor Services, Inc.
---------------------------------------------------- -----------------------------------------------------------
[Name] [Name, Title]
Attest: Strong __________, Inc.
---------------------------------------------------- -----------------------------------------------------------
[Name] [Name, Title]
