TRANSFER AND DIVIDEND DISBURSING AGENT AGREEMENT
THIS AGREEMENT is made and entered into as of the ____ day of
______________, 20__, between STRONG INCOME TRUST, a Delaware trust (the
"Fund"), on behalf of the Series (as defined below) of the Fund, and STRONG
INVESTOR SERVICES, INC., a Wisconsin corporation ("Strong").
WITNESSETH
WHEREAS, the Fund is an open-end management investment company registered
under the Investment Company Act of 1940 (the "1940 Act");
WHEREAS, the Fund 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 "Series" and collectively, the
"Series");
WHEREAS, the Fund is authorized to issue shares of its $0.00001 par value
common stock (the "Shares") of each Series; and,
WHEREAS, the Fund desires to retain Strong as the transfer and
dividend-disbursing agent of the Shares of each Series on whose behalf this
Agreement has been executed.
NOW, THEREFORE, the Fund and Strong do mutually agree and promise as
follows:
1. APPOINTMENT. The Fund hereby appoints Strong to act as transfer and
dividend disbursing agent of the Shares of each Series 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 Fund has delivered to
Strong copies of (i) the Fund's Trust Instrument and Bylaws, as amended from
time to time, (ii) the Fund'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 Fund's current Prospectus and Statement of
Additional Information of each Series (collectively, as currently in effect and
as amended or supplemented, the "Prospectus"), (iv) each current plan of
distribution or similar document adopted by the Fund under Rule 12b-1 under the
1940 Act ("Plan") and each current shareholder service plan or similar document
adopted by the Fund ("Service Plan"), and (v) all applicable procedures adopted
by the Fund with respect to the Series, and shall promptly furnish Strong with
all amendments of or supplements to the foregoing. The Fund shall deliver to
Strong a certified copy of the resolution of the Board of Trustees of the Fund
(the "Board") appointing Strong and authorizing the execution and delivery of
this Agreement.
3. 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 Series; to issue confirmations and/or certificates for Shares of the Series
upon receipt of payment; to redeem or repurchase on behalf of the Series Shares
upon receipt of certificates properly endorsed or properly executed written
requests as described in the current prospectus of each Series and to act as
dividend disbursing agent for the Series.
4. DUTIES OF STRONG. Strong hereby agrees to:
A. Process new accounts.
B. Process purchases, both initial and subsequent, of Series Shares
in accordance with conditions set forth in the prospectus of each
Series as mutually agreed by the Fund and Strong.
C. Transfer Series 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 Series (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 Series:
i. Monthly analysis of transactions and accounts by types.
ii. Quarterly state sales analysis; sales by size; analysis of
systematic withdrawals; ▇▇▇▇▇, ▇▇▇ and 403(b)(7) plans;
print-out of shareholder balances.
L. Perform daily control and reconciliation of Series Shares with
Strong's records and the Fund'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 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.
S. Furnish shareholder data information for a current calendar year
in connection with ▇▇▇ and ▇▇▇▇▇ Plans in a format suitable for
mailing to shareholders.
T. Prepare and/or deliver any written communication to a potential
purchaser of Series shares, provided that the content of such
communications is approved by an authorized person of the Fund.
U. Respond to inquiries of a potential purchaser of Series shares in
a communication initiated by the potential purchaser, provided
that the content of such response is limited to information
contained in the Fund's current registration statement filed
under the Securities Act and 1940 Act.
V. Perform ministerial and clerical work involved in effecting any
Series transaction.
W. Implement and administer a program compliant with the Anti-Money
Laundering Policy, as may be amended from time to time, in
accordance with applicable law.
5. 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., ▇▇▇, ▇▇▇▇▇,
Systematic Withdrawal).
C. Requests for information about exchanges between Series.
D. Requests for historical Series 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.
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 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 with respect
to the relevant Series, shall be completed by Strong and invoiced to the Fund
and the relevant Series 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 Fund shall deliver or cause to be delivered
over to Strong (i) an accurate list of shareholders of the Fund, 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 Fund shall on
behalf of each applicable Series 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 Fund to provide any portion of the
Materials or to provide any information in the Fund'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 Fund 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 Fund on and in accordance with the Fund's request. The Fund 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 Fund,
copies of any such records shall be provided promptly by Strong to the Fund
or the Fund's authorized representatives. With respect to the Anti-Money
Laundering Policy ("Policy") referred to in section 4(W), Strong shall
allow any federal, state, or self-regulatory organizations' examiners and
the Fund to conduct an inspection of Strong, upon reasonable advance
written notice, for the purpose of verifying Strong's compliance with the
terms of the Policy.
C. Strong and the Fund 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 Fund, Strong will endeavor to notify the Fund
and to secure instructions from an authorized officer of the Fund as to
such inspection. Strong shall abide by the Fund'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 Trustees of the Fund,
the officers of the Fund, nor the shareholders of each Series shall be liable
for any obligations of the Fund or of the Series 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 Fund or the Series to which
Strong's rights or claims relate in settlement of such rights or claims, and not
to the Trustees of the Fund, the officers of the Fund or the shareholders of the
Series.
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 Fund 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 Fund, including rights and powers of Strong's
officers and Trustees, 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 Trustees.
B. Trustees, 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 Trustees, 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 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 Fund.
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 Fund 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 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 SEC 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.
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 Fund, 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 Fund 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 and title]
Attest: Strong Income Trust
_______________________________________ ___________________________________
[name] [name and title]
SCHEDULE A
The Series(s) of the Fund currently subject to this Agreement are as follows:
Date of Addition
SERIES(S) TO THIS AGREEMENT
Attest: Strong Investor Services, Inc.
_______________________________________ ___________________________________
[name] [name and title]
Attest: Strong Income Trust
_______________________________________ ___________________________________
[name] [name and title]
SCHEDULE B
TRANSFER AND DIVIDEND DISBURSING FEE SCHEDULE
Until such time that this schedule is replaced or modified, Strong Income
Trust (the "Fund"), on behalf of each Series 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 Fund and the Series.
SERIES/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 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, a Series 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 Fund, 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, such as registered omnibus accounts, which hold
Class Z shares or Investor Class shares of a Series beneficially, such as
through 401(k) plans, 401(k) alliances, 529 plans, and financial institutions,
such as insurance companies, broker/dealers, and investment advisors shall be
treated as direct open accounts of the Series. Out-of-pocket expenses will be
charged to the applicable Series, except for those out-of-pocket expenses
attributable to the Fund in general, which shall be charged pro rata to each
Series.
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,
administrative services, or for underwriting the sale of Fund shares.
CLASS A, CLASS B, CLASS C, CLASS K, ADVISOR CLASS AND INSTITUTIONAL CLASS SHARES
For the services to be furnished during any month by Strong under this
Agreement, each Series 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 Series 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 Fund may pay Strong for
providing investment management services, administrative services, or for
underwriting the sale of Fund shares. Out-of-pocket expenses will be charged to
the applicable Series, except for those out-of-pocket expenses attributable to
the Fund in general, which shall be charged pro rata to each Series.
Attest: Strong Investor Services, Inc.
_____________________________________ ____________________________________
[name] [name and title]
Attest: Strong Income Trust
_____________________________________ ____________________________________
[name] [name and title]