TRANSFER AND DIVIDEND DISBURSING AGENT AGREEMENT
THIS AGREEMENT is made and entered into as of this 26th day of April,
2001, between STRONG VARIABLE INSURANCE 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 (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:
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 accountor 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 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:
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 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 Variable Insurance Funds, 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
------- -----------------
Strong Discovery Fund II April 26, 2001
Strong International Stock Fund II April 26, 2001
Strong Mid Cap Growth Fund II April 26, 2001
Strong Multi Cap Value 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 Variable Insurance Funds, 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
Variable Insurance 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 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)
--------------------------------------- -------------------------
--------------------------------------- --------------------------
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.
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 Variable Insurance Funds, Inc.
/s/ Xxxxxx X. Xxxxxx Xx. /s/ Xxxxxxxxx X. Xxxxxxxxx
----------------------- ---------------------------------------------
Xxxxxx X. Xxxxxx Xx. Xxxxxxxxx X. Xxxxxxxxx, Vice President and
Secretary
