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EXHIBIT 99.B14.2
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XXX
CUSTODIAL
AGREEMENT
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INDIVIDUAL RETIREMENT ACCOUNT
CUSTODIAL AGREEMENT
The following constitutes an agreement establishing an Individual Retirement
Account (under Section 408(a) of the Internal Revenue Code) between the
Depositor and the Custodian.
ARTICLE I
The Custodian may accept additional cash contributions on behalf of the
Depositor for a tax year of the Depositor. The total cash contributions are
limited to $2,000 for the tax year unless the contribution is a rollover
contribution described in Section 402(c) (but only after December 31, 1992),
403(a)(4),403(b)(8),408(d)(3), or an employer contribution to a simplified
employee pension plan as described in Section 408(k). Rollover contributions
before January 1, 1993, include rollovers described in Section 402(a)(5),
402(a)(6), 402(a)(7),403(a)(4),403(b)(8), 408(d)(3), or an employer contribution
to a simplified employee pension plan as described in Section 408(k).
ARTICLE II
The Depositor's interest in the balance in the custodial account is
nonforfeitable.
ARTICLE III
1. No part of the custodial funds may be invested in life insurance
contracts, nor may the assets of the custodial account be commingled with
other property except in a common trust fund or common investment fund
(within the meaning of Section 408(a)(5)).
2. No part of the custodial funds may be invested in collectibles (within the
meaning of section 408(m)) except as otherwise permitted by Section 408
(m)(3) which provides an exception for certain gold and silver coins and
coins issued under the laws of any state.
ARTICLE IV
1. Notwithstanding any provision of this agreement to the contrary, the
distribution of the Depositor's interest in the custodial account shall be
made in accordance with the following requirements and shall otherwise
comply with Section 408(a)(6) and Proposed Regulations Section 1.408-8,
including the incidental death benefit provisions of Proposed Regulations
Section 1.401(a)(9)-2, the provisions of which are incorporated by
reference.
2. Unless otherwise elected by the time of distributions are required to
begin to the Depositor under Paragraph 3, or to the surviving spouse under
Paragraph 4, other than in the case of a life annuity, life expectancies
shall be recalculated annually.
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Such election shall be irrevocable as to the Depositor and the surviving
spouse and shall apply to all subsequent years. The life expectancy of a
nonspouse beneficiary may not be recalculated.
3. The Depositor's entire interest in the custodial account must be, or begin
to be, distributed by the Depositor's required beginning date, (April 1
following the calendar year end in which the Depositor reaches age 70
1/2). By that date, the Depositor may elect, in a manner acceptable to the
Custodian, to have the balance in the custodial account distributed in:
(a) A single sum payment.
(b) An annuity contract that provides equal or substantially equal
monthly, quarterly, or annual payments over the life of the
Depositor.
(c) An annuity contract that provides equal or substantially equal
monthly, quarterly, or annual payments over the joint and last
survivor lives of the Depositor and his or her designated
beneficiary.
(d) Equal or substantially equal annual payments over a specified period
that may not be longer than the Depositor's life expectancy.
(e) Equal or substantially equal annual payments over a specified period
that may not be longer than the joint life and last survivor
expectancy of the Depositor and his or her designated beneficiary.
4. If the Depositor dies before his or her entire interest is distributed to
him or her, the entire remaining interest will be distributed as follows:
(a) If the Depositor dies on or after distribution of his or her interest
has begun, distribution must continue to be made in accordance with
Paragraph 3.
(b) If the Depositor dies before distribution of his or her interest has
begun, the entire remaining interest will, at the election of the
Depositor or, if the Depositor has not so elected, at the election of
the beneficiary or beneficiaries, either
(i) Be distributed by the December 31 of the year containing the
fifth anniversary of the Depositor's death, or
(ii) Be distributed in equal or substantially equal payments over
the life or life expectancy of the designated beneficiary or
beneficiaries starting by December 31 of the year following
the year of the Depositor's death. If, however, the
beneficiary is the Depositor's surviving spouse, then this
distribution is not required to begin before December 31 of
the year in which the Depositor would have turned age 70 1/2.
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(c) Except where distribution in the form of an annuity meeting the
requirements of Section 408(b)(3) and its related regulations has
irrevocably commenced, distributions are treated as having begun on
the Depositor's required beginning date, even though payments may
actually have been made before that date.
(d) If the Depositor dies before his or her entire interest has been
distributed and if the beneficiary is other than the surviving
spouse, no additional cash contributions or rollover contributions
may be accepted in the account.
5. In the case of a distribution over life expectancy in equal or
substantially equal annual payments, to determine the minimum annual
payment for each year, divide the Depositor's entire interest in the
custodial account as of the close of business on December 31 of the
preceding year by the life expectancy of the Depositor (or the joint life
and last survivor expectancy of the Depositor and the Depositor's
designated beneficiary, or the life expectancy of the designated
beneficiary, whichever applies). In the case of distributions under
Paragraph 3, determine the initial life expectancy (or joint life and last
survivor expectancy) using the attained ages of the Depositor and
designated beneficiary as of their birthdays in the year the Depositor
reaches age 70 1/2. In the case of a distribution in accordance with
Paragraph 4(b)(ii), determine life expectancy using the attained age of
the designated beneficiary as of the beneficiary's birthday in the year
distributions are required to commence.
6. The owner of two or more individual retirement accounts may use the
"alternative method" described in Notice 88-38, 1988-1 C.B. 524, to
satisfy the minimum distribution requirements described above. This method
permits an individual to satisfy these requirements by taking from one
individual retirement account the amount required to satisfy the
requirement for another.
ARTICLE V
1. The Depositor agrees to provide the Custodian with information necessary
for the Custodian to prepare any reports required under Section 408(i) and
Regulations Section 1.408-5 and 1.408-6.
2. The Custodian agrees to submit reports to the Internal Revenue Service and
the Depositor prescribed by the Internal Revenue Service.
ARTICLE VI
Notwithstanding any other articles which may be added or incorporated, the
provisions of Articles I through III and this sentence will be controlling. Any
additional articles that are not consistent with Section 408(a) and related
regulations will be invalid.
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ARTICLE VII
This agreement will be amended from time to time to comply with the provisions
of the Code and related regulations. Other amendments may be made with the
consent of the persons whose signatures appear below.
ARTICLE VIII
1. INVESTMENT OF ACCOUNT ASSETS.
(a) All contributions to the Custodial Account shall be invested in the
shares of any regulated investment company ("Investment Company") for
which Strong/Corneliuson Capital Management, Inc., serves as
investment advisor, or any other regulated investment company
designated by the investment advisor. Shares of stock of an
Investment Company shall be referred to as "Investment Company
Shares."
(b) Each contribution to the Custodial Account shall identify the
Depositor's account number and be accompanied by a signed statement
directing the investment of that contribution. The Custodian may
return to the Depositor, without liability for interest thereon, any
contribution which is not accompanied by adequate account
identification or an appropriate signed statement directing
investment of that contribution.
(c) Contributions shall be invested in whole and fractional Investment
Company Shares at the price and in the manner in which such shares
are offered to the public. All distributions received on Investment
Company Shares held in the Custodial Account shall be reinvested in
like shares. If any distribution of Investment Company Shares may be
received at the election of the Depositor in additional like shares
or in cash or other property, the Custodian shall elect to receive
such distribution in additional like Investment Company Shares.
(d) All Investment Company Shares acquired by the Custodian shall be
registered in the name of the Custodian or its nominee. The Depositor
shall be the beneficial owner of all Investment Company Shares held
in the Custodial Account and the Custodian shall not vote any of such
shares, except upon written direction of the Depositor. The Custodian
agrees to forward to the Depositor each prospectus, report, notice,
proxy and related proxy soliciting materials applicable to Investment
Company Shares held in the Custodial Account received by the
Custodian.
(e) The Depositor may, at any time, by written notice to the Custodian,
redeem any number of shares held in the Custodial Account and
reinvest the proceeds in the shares of any other Investment Company.
Such redemptions and reinvestments shall be done at the price and in
the manner such shares are then being redeemed or offered by the
respective Investment Companies.
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2. AMENDMENT AND TERMINATION.
(a) The Investment Advisor may amend the Custodial Account (including
retroactive amendments) by delivering to the Depositor written notice
of such amendment setting forth the substance and effective date of
the amendment. The Depositor shall be deemed to have consented to any
such amendment not objected to in writing by the Depositor within
thirty (30) days of receipt of the notice, provided that no amendment
shall cause or permit any part of the assets of the Custodial Account
to be diverted to purposes other than for the exclusive benefit of
the Depositor or his beneficiaries.
(b) The Depositor may terminate the Custodial Account by delivering to
the Custodian a written notice of such termination.
(c) The Custodial Account shall automatically terminate upon distribution
to the Depositor or any beneficiary of the entire balance in the
Custodial Account.
(d) At any time after three years from the effective date of this
Agreement, the Custodian may elect to terminate the Custodial Account
upon thirty (30) days written notice to the Depositor.
3. Taxes and Custodial Fees. Any income taxes or other taxes levied or
assessed upon or in respect of the assets or income of the Custodial
Account or any transfer taxes incurred shall be paid from the Custodial
Account. All administrative expenses incurred by the Custodian in the
performance of its duties, including fees for legal services rendered to
the Custodian, and the Custodian's compensation shall be paid from the
Custodial Account, unless otherwise paid by the Depositor or his or her
beneficiaries.
The Custodian's fees are:
(a) Annual maintenance fee - $10.00 per account
Maximum annual maintenance fee - $30.00
(b) Transfer to successor custodian - $10.00
(c) Distributions to participants
- Premature distribution - $10.00
- Lump-sum distribution - $10.00
Extraordinary charges resulting from unusual administrative
responsibilities not contemplated by this schedule will be subject to such
additional charges as will reasonably compensate the Custodian for the
services performed.
A separate annual maintenance fee will be charged for each Investment
Company in which the Custodial Account is invested for that calendar year.
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If you decide not to prepay the maintenance fee, it will be deducted in
September of each year, and enough Investment Company Shares will be
redeemed to cover the fees. Upon thirty (30) days written notice to the
Depositor, the Custodian may change the fees payable in connection with
the Custodial Account.
4. REPORTS AND NOTICES.
(a) The Custodian shall keep adequate records of transactions it is
required to perform hereunder. After the close of each calendar year,
the Custodian shall provide to the Depositor or the Depositor's legal
representative a written report or reports reflecting the
transactions effected by it during such year and the assets and
liabilities of the Custodial Account at the close of the year.
(b) All communications or notices shall be deemed to be given upon
receipt by the Custodian of Strong Funds, at P. O. Xxx 0000,
Xxxxxxxxx, Xxxxxxxxx 00000, or the Depositor at his or her most
recent address shown in the Custodian's records. The Depositor agrees
to advise the Custodian promptly, in writing, of any change of
address.
5. DESIGNATION OF BENEFICIARY. The Depositor may designate a beneficiary or
beneficiaries to receive benefits from the Custodial Account in the event
of the Depositor's death. In the event the Depositor has not designated a
beneficiary, or if all beneficiaries shall predecease the Depositor, the
following persons shall take in the order named:
(a) The spouse of the Depositor; or
(b) The personal representative of the Depositor's estate, if the
Depositor does not have a spouse.
6. MULTIPLE INDIVIDUAL RETIREMENT ACCOUNTS. In the event the Depositor
maintains more than one individual retirement account (as defined in
Section 408(a)) and elects to satisfy his or her minimum distribution
requirements described in Article IV above by making a distribution for
another individual retirement account in accordance with Paragraph 6
thereof, the Depositor shall be deemed to have elected to calculate the
amount of his or her minimum distribution under this Custodial Account in
the same manner as under the individual retirement account from which the
distribution is made.
7. INALIENABILITY OF BENEFITS. The benefits provided under this Custodial
Account shall not be subject to alienation, assignment, garnishment,
attachment, execution, or levy of any kind and any attempt to cause such
benefits to be so subjected shall not be recognized except to the extent
as may be required by law.
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8. ROLLOVER CONTRIBUTIONS AND TRANSFERS. The Custodian shall have the right
to receive rollover contributions and to receive direct transfers from
other custodians or trustees. All contributions must be made in cash or
check.
9. MINIMUM REQUIRED DISTRIBUTIONS. If a Depositor has attained age 70 1/2 and
has not notified the Custodian in writing as to how to calculate the
minimum required distribution or that a minimum required distribution has
been received from another XXX (reference Article IV, Section 6), a
minimum required distribution will be made in accordance with Article IV,
Section 5.
10. CONFLICT IN PROVISIONS. To the extent that any provisions of this Article
VIII shall conflict with the provisions of Articles IV, V and/or VII, the
provisions of this Article VIII shall govern.
11. APPLICABLE STATE LAW. This Custodial Account shall be construed,
administered, and enforced according to the laws of the State of
Wisconsin.
REV. 4/93
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(STRONG LOGO)
AMENDMENTS TO XXX CUSTODIAL AGREEMENT
The following amendments have been made in the Strong Funds XXX
Disclosure Statement and Custodial Agreement:
Additional language has been added to section 10 in the Disclosure
Statement entitled "Designation of Beneficiary." The following sentences should
be added after the first sentence:
Any new account opened by exchanging money from an existing XXX
account with a valid beneficiary designation will have the same
beneficiary designation as the original account.
Further, Article VIII, section 1, of the XXX Custodial Agreement has
been amended. Paragraph (d) has changed and a new paragraph (e) has been added.
The previous paragraph (e) is now paragraph (f). As amended, these paragraphs
read as follows:
(d) All Investment Company shares acquired by the Custodian
shall be registered in the name of the Custodian or its
nominee. The Depositor shall be the beneficial owner of all
Investment Company Shares held in the Custodial Account.
(e) The Custodian agrees to forward to the Depositor each
prospectus, report, notice, proxy and related proxy soliciting
materials applicable to Investment Company Shares held in the
Custodial Account received by the Custodian. By establishing
or having established the Custodial Account, the Depositor
affirmatively directs the Custodian to vote any Investment
Company Shares held on the applicable record date that have
not been voted by the Depositor prior to a shareholder meeting
for which prior notice has been given. The Custodian shall
vote with the management of the Investment Company on each
proposal that the Investment Company's Board of Directors has
approved unanimously. If the Investment Company's Board of
Directors has not approved a proposal unanimously, the
Custodian shall vote in proportion to all shares voted by the
Investment Company's shareholders.
(f) [Paragraph previously lettered paragraph (e).] The
Depositor may, at any time, by written notice to the
Custodian, redeem any number of shares held in the Custodial
Account and reinvest the proceeds in the shares of any other
Investment Company. Such redemptions and reinvestments shall
be done at the price and in the manner such shares are then
being redeemed or effected by the respective Investment
Companies.