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SHAREHOLDER SERVICING AND TRANSFER AGENT AGREEMENT
THIS AGREEMENT is made and entered into on this ___ day of January,
1996, between STRONG XXXXXXX VALUE FUND, INC., a Maryland corporation (the
"Fund"), and STRONG CAPITAL MANAGEMENT, INC., a Wisconsin corporation
("Strong").
W I T N E S S E T H
WHEREAS, the Fund is an open-end management investment company
registered under the Investment Company Act of 1940; and
WHEREAS, Strong is, among other things, in the business of
administering transfer and dividend disbursing agent functions.
NOW, THEREFORE, the Fund and Strong do mutually agree and promise as
follows:
1. Appointment. The Fund hereby appoints Strong to act as
Shareholder Servicing Agent for the Fund. 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 Fund to
receive all cash which may from time to time be delivered to it by or for the
account of the Fund; to issue confirmations and/or certificates for shares of
the Fund upon receipt of payment; to redeem or repurchase on behalf of the Fund
shares of the Fund upon receipt of certificates properly endorsed or properly
executed written requests as described in the current prospectus of the Fund and
to act as dividend disbursing agent for the Fund.
3. Duties of Strong. Strong hereby agrees to:
A. Process new accounts.
B. Process purchases, both initial and subsequent, in
accordance with conditions set forth in the Fund's
prospectus as mutually agreed by the Fund and Strong.
C. Transfer shares of the Fund 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.
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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 Fund, below.
K. Prepare Reports for the Fund:
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 Fund office records.
M. Prepare address labels or confirmations for shareholder
reports per year.
N. Mail and tabulate proxies for one Annual Meeting of
Shareholders, including preparation of certified shareholder
list and daily report to Fund 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 Fund 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.
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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.
4. Referrals to Fund. Strong hereby agrees to refer to the Fund 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 the 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 Fund and
newspaper articles.
G. Any requests for information from non-shareholders.
H. Any other types of shareholder requests as the Fund 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 and as such Fee Schedule may from time to
time be amended in writing between the two parties. The Fund 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 Fund, shall be completed
by Strong and invoiced to the Fund 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 Fund, 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 Fund with or in any way affecting Strong shall
be deemed binding unless made in writing and signed on
behalf of the Fund by an officer or officers of the Fund who
have been duly authorized to so act on behalf of the Fund by
its Board of Directors.
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B. Directors, officers, agents and shareholders of the Fund 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 Fund as directors, officers, agents,
shareholders or otherwise. Strong shall, if it so elects,
also have the right to be a shareholder of the Fund.
C. The services of Strong to the Fund 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 Fund 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 in the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of its
obligations or duties hereunder, 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
Fund.
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 Fund 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 Fund deems it necessary or advisable in the best interests of
Fund 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 Fund 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 Fund 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.
/s/ XXXXXX X. XXXXX /s/ XXXX XXXXXXXX
---------------------------- -------------------------------
By: Xxxxxx X. Xxxxx By: Xxxx Xxxxxxxx
Its: Senior Vice President Its: President
Attest: STRONG XXXXXXX VALUE FUND, INC.
/s/ XXXXXXX X. XXXXXXXX /s/ XXXXX X. XXXXXXX
---------------------------- -------------------------------
By: Xxxxxxx X. Xxxxxxxx By: Xxxxx X. Xxxxxxx
Its: Secretary and Treasurer Its: President
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STRONG XXXXXXX VALUE FUND, INC.
SHAREHOLDER SERVICING FEE SCHEDULE
Until such time that this schedule is replaced or modified, Strong
Xxxxxxx Value Fund, Inc. (the "Fund") agrees to compensate Strong Capital
Management, Inc. ("Strong") for performing as shareholder servicing agent at an
annual rate of $21.75 per open account plus out-of-pocket expenses. These
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 the Fund, 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 Fund records, including phone
recorder tapes, microfilm and microfiche, forms and paper.
6. Offsite storage costs for older Fund records.
7. Charges incurred in the delivery of Fund materials and mail.
8. Any costs for outside contractors used in providing
necessary and ordinary services to the Fund or its
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
Fund, including the development of new statement or tax form
formats.
In addition, the Fund will pay a fee for closed accounts at an annual
rate of $4.20 per account. All fees will be billed to the Fund 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 Fund may pay Strong for providing
investment management services or for underwriting the sale of Fund shares.
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