SHAREHOLDER SERVICING AGREEMENT
(PERSONAL SERVICES PROVIDED TO SHAREHOLDERS)
THIS AGREEMENT is entered into on this ____ day of _________, 199__
between Strong Life Stage Series, Inc., a Wisconsin corporation (the
"Corporation"), on behalf of the Strong Conservative Portfolio, Strong Moderate
Portfolio, and Strong Aggressive Portfolio (collectively, the "Funds"), and
Strong Capital Management, Inc., a Wisconsin corporation ("SCM").
WITNESSETH:
WHEREAS, the Corporation is an open-end management investment company
registered under the Investment Company Act of 1940 (the "1940 Act");
WHEREAS, it is in the interest of the Corporation to make shareholder
services available to Customers who are or may become shareholders of the
Funds, and
WHEREAS, SCM wishes to act as the shareholder servicing agent for
investors in the Funds (the "Customers") in performing certain administrative
functions in connection with purchases and redemptions of shares of the Funds
("Shares") from time to time upon the order and for the account of Customers
and to provide related services to Customers in connection with their
investments in the Funds.
NOW, THEREFORE, the Corporation and SCM do mutually agree and promise as
follows:
1. APPOINTMENT. SCM hereby agrees to perform certain shareholder
services as agent for the Corporation with respect to the Funds as hereinafter
set forth.
2. SERVICES TO BE PERFORMED.
2.1 SHAREHOLDER SERVICES. SCM shall be responsible for performing
shareholder account administrative and servicing functions, which shall include
without limitation:
(a) answering Customer inquiries regarding account status and
history, the manner in which purchases and redemptions of the Shares may be
effected, and certain other matters pertaining to the Funds; (b) assisting
Customers in designating and changing dividend options, account designations
and addresses; (c) providing necessary personnel and facilities to coordinate
the establishment and maintenance of shareholder accounts and records with the
Funds' transfer agent; (d) transmitting Customers' purchase and redemption
orders to the Funds' transfer agent; (e) arranging for the wiring or other
transfer of funds to and from Customer accounts in connection with Customer
orders to purchase or redeem Shares; (f) verifying purchase and redemption
orders,
1
transfers among and changes in Customer-designated accounts; (g) informing the
distributor of the Funds of the gross amount of purchase and redemption orders
for Shares; (h) monitoring the activities of the Funds' transfer agent related
to Customers' accounts, and to statements, confirmations or other reports
furnished to Customers by the Funds' transfer agent; and (i) providing such
other related services as the Funds or a Customer may reasonably request, to
the extent permitted by applicable law. SCM shall provide all personnel and
facilities necessary in order for it to perform the functions contemplated by
this paragraph with respect to Customers.
2.2 STANDARD OF SERVICES. All services to be rendered by SCM
hereunder shall be performed in a professional, competent and timely manner
subject to the supervision of the Board of Directors of the Corporation on
behalf of the Funds. The details of the operating standards and procedures to
be followed by SCM in the performance of the services described above shall be
determined from time to time by agreement between SCM and the Corporation.
3. FEES. As full compensation for the services described in Section 2
hereof and expenses incurred by SCM, the Funds shall pay SCM a fee at an annual
rate of .25% of the average daily net asset value of the Funds. This fee will
be computed daily and will be payable as agreed by the Funds and SCM, but no
more frequently than monthly.
4. INFORMATION PERTAINING TO THE SHARES. SCM and its officers,
employees and agents are not authorized to make any representations concerning
the Funds or the Shares except to communicate to Customers accurately factual
information contained in the Funds' Prospectus and Statement of Additional
Information and objective historical performance information. SCM shall act as
agent for Customers only in furnishing information regarding the Funds and
shall have no other authority to act as agent for the Funds.
During the term of this Agreement, the Funds agree to furnish SCM all
prospectuses, statements of additional information, proxy statements, reports
to shareholders, sales literature, or other material the Funds will distribute
to shareholders of the Funds or the public, which refer in any way to SCM, and
SCM agrees to furnish the Funds all material prepared for Customers, in each
case prior to use thereof. The Funds shall furnish or otherwise make available
to SCM such other information relating to the business affairs of the Funds as
SCM may, from time to time, reasonably request in order to discharge its
obligations hereunder.
Nothing in this Section 4 shall be construed to make the Funds liable for
the use of any information about the Funds which is disseminated by SCM.
5. USE OF SCM'S NAME. The Funds shall not use the name of SCM in any
prospectus, sales literature or other material relating to the Funds in a
manner not approved by SCM prior thereto; PROVIDED, HOWEVER, that the approval
of SCM shall not be required for any use of its name which merely refers in
accurate and factual terms to
2
its appointment hereunder or which is required by the Securities and Exchange
Commission (the "SEC") or any state securities authority or any other
appropriate regulatory, governmental or judicial authority; PROVIDED, FURTHER,
that in no event shall such approval be unreasonably withheld or delayed.
6. USE OF THE FUNDS' NAME. SCM shall not use the name of the Funds on
any checks, bank drafts, bank statements or forms for other than internal use
in a manner not approved by the Funds prior thereto; PROVIDED, HOWEVER, that
the approval of the Funds shall not be required for the use of the Funds' name
in connection with communications permitted by Sections 2 and 4 hereof or for
any use of the Funds' name which merely refers in accurate and factual terms to
SCM's role hereunder or which is required by the SEC or any state securities
authority or any other appropriate regulatory, governmental or judicial
authority; PROVIDED, FURTHER, that in no event shall such approval be
unreasonably withheld or delayed.
7. SECURITY. SCM represents and warrants that the various procedures
and systems which it has implemented with regard to safeguarding from loss or
damage attributable to fire, theft or any other cause any Funds records and
other data and SCM's records, data, equipment, facilities and other property
used in the performance of its obligations hereunder are adequate and that it
will make such changes therein from time to time as in its judgment are
required for the secure performance of its obligations hereunder. The parties
shall review such systems and procedures on a periodic basis, and the Funds
shall from time to time specify the types of records and other data of the
Funds to be safeguarded in accordance with this Section 7.
8. COMPLIANCE WITH LAWS. SCM assumes no responsibilities under this
Agreement other than to render the services called for hereunder, on the terms
and conditions provided herein. SCM shall comply with all applicable federal
and state laws and regulations. SCM represents and warrants to the Funds that
the performance of all its obligations hereunder will comply with all
applicable laws and regulations, the provisions of its articles of
incorporation and by-laws and all material contractual obligations binding upon
SCM. SCM furthermore undertakes that it will promptly inform the Funds of any
change in applicable laws or regulations (or interpretations thereof) which
would prevent or impair full performance of any of its obligations hereunder.
9. FORCE MAJEURE. SCM 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.
3
10. INDEMNIFICATION.
10.1. INDEMNIFICATION OF SCM. The Funds will indemnify and hold SCM
harmless, from all losses, claims, damages, liabilities or expenses (including
reasonable fees and disbursements of counsel) from any claim, demand, action or
suit (collectively, "Claims") (a) arising in connection with misstatements or
omissions in the Funds' prospectus, actions or inactions by the Funds or any of
its agents or contractors or the performance of SCM's obligations hereunder and
(b) not resulting from the willful misfeasance, bad faith, or gross negligence
of SCM, its officers, employees or agents, in the performance of SCM's duties
or from reckless disregard by SCM, its officers, employees or agents of SCM's
obligations and duties under this Agreement.
Notwithstanding anything herein to the contrary, the Funds will indemnify
and hold SCM harmless from any and all losses, claims, damages, liabilities or
expenses (including reasonable counsel fees and expenses) resulting from any
Claim as a result of SCM's acting in accordance with any received instructions
from the Funds.
10.2. INDEMNIFICATION OF THE FUNDS. Without limiting the rights of
the Funds under applicable law, SCM will indemnify and hold the Funds harmless
from all losses, claims, damages, liabilities or expenses (including reasonable
fees and disbursements of counsel) from any Claim (a) resulting from the
willful misfeasance, bad faith or gross negligence of SCM, its officers,
employees, or agents, in the performance of SCM's duties or from reckless
disregard by SCM, its officers, employees or agents of SCM's obligations and
duties under this Agreement, and (b) not resulting from SCM's actions in
accordance with instructions reasonably believed by SCM to have been given by
any person duly authorized by the Funds.
10.3. SURVIVAL OF INDEMNITIES. The indemnities granted by the parties
in this Section 10 shall survive the termination of this Agreement.
11. INSURANCE. SCM shall maintain such reasonable insurance coverage
as is appropriate against any and all liabilities which may arise in connection
with the performance of its duties hereunder.
12. FURTHER ASSURANCES. Each party agrees to perform such further
acts and execute further documents as are necessary to effectuate the purposes
hereof.
13. TERMINATION. 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 either party upon ninety (90) days written notice to the other party.
4
14. NON-EXCLUSIVITY. Nothing in this Agreement shall limit or
restrict the right of SCM to engage in any other business or to render services
of any kind to any other corporation, firm, individual or association.
15. AMENDMENTS. This Agreement may be amended only by mutual written
consent.
16. 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 post paid to the other party at the principal place of
business of such party.
17. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Wisconsin.
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 LIFE STAGE SERIES, INC.
_____________________________ ______________________________
Xxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxxxxxx, Vice President
5
