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EXHIBIT 99.B14.3
STRONG
RETIREMENT PLAN SERVICES
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Helping You Build a Strong 403(b) Retirement Fund
403(b)(7) Tax-Sheltered
Custodial Account Agreement
403(b) PLAN DOCUMENT
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This Agreement allows you to establish a tax-sheltered custodial account
authorized under Section 403(b)(7) of the Internal Revenue Code. By electing
to reduce your Compensation and have your Employer contribute into your
tax-sheltered custodial Account, you will not be taxed on the amounts
contributed or earnings attributable to such amounts until the funds are
withdrawn from your Account.
SECTION ONE: DEFINITIONS
The following words and phrases when used in this Agreement with initial
capital letters shall have the meanings set forth below.
1.01 ACCOUNT - Means the tax-sheltered custodial Account established pursuant
to this Agreement for the benefit of the Participant and when the context
so implies refers to the assets, if any, then held by the Custodian
hereunder.
1.02 AGREEMENT - Means this 403(b)(7) Tax-Sheltered Custodial Account
Agreement.
1.03 BENEFICIARY - Means the person or persons designated by the Participant
in accordance with Section 4.04 to receive any distributions from the
Account upon the Participant's death.
1.04 CODE - Means the Internal Revenue Code of 1986, as amended from time to
time.
1.05 CUSTODIAN - Means Firstar Trust Company or any successor thereto which
qualifies to serve as Custodian in the manner prescribed by Section
401(f)(2) of the Code.
1.06 EMPLOYER - Means the entity so designated on this Agreement. The
Employer must be an entity described in Section 501(c)(3) of the Code
which is exempt from tax under Section 501(a) of the Code, a public
educational organization described in Section 170(b)(1)(A)(ii) of the Code
or any other entity eligible under Section 403(b) of the Code to make
contributions to tax-sheltered custodial accounts.
1.07 PARTICIPANT - Means any person who is regularly employed by the Employer
who elects to participate in this Agreement by completing and signing a
Salary Reduction Agreement or such other form as may be acceptable to the
Employer.
1.08 SALARY REDUCTION AGREEMENT - Means the Salary Reduction Agreement signed
by the Employee and delivered to the Employer whereby the Employee
authorizes a reduction of salary to be contributed by the Employer to the
Employee's Account established hereunder.
1.09 SPONSOR - Means your employer.
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SECTION TWO: CONTRIBUTIONS
2.01 SALARY REDUCTION AGREEMENT - The Custodian may accept contributions from
the Employer on behalf of a Participant made pursuant to a Salary
Reduction Agreement which satisfies the following requirements: (1) such
agreement must be legally binding and irrevocable with respect to amounts
earned by the Participant while the agreement is in effect, (2) such
agreement shall apply only to amounts earned after the agreement becomes
effective, and (3) only one such agreement may be made or changed in any
single taxable year. A Participant shall designate, in the Salary
Reduction Agreement, the amount or percentage of his or her compensation
which is to be deferred. Such amount or percentage shall be effective
until otherwise modified in writing by the Participant. A Participant may
terminate his or her Salary Reduction Agreement at any time. However, the
Participant may make or change his or her Salary Reduction Agreement only
once in a single taxable year.
2.02 MAXIMUM CONTRIBUTION LIMITS - In no event shall the contributions to the
Account for a tax year on behalf of a Participant exceed the maximum
allowable deferrals permitted under current law or regulation.
a. The maximum salary deferral made during a tax year on behalf of
a Participant, when aggregated with other salary deferral amounts
made through the Employer (or controlled group of Employers under IRC
414(b), (c), (m) or (o)), shall not exceed the lesser of the maximum
permitted amount for a Participant under Sections 403(b)(2) and
415(c) of the Code for that year.
b. The maximum of all salary deferrals made during the
Participant's tax year shall not exceed the limitations set forth in
Section 402(g) of the Code.
c. The maximum salary deferrals may be based on a valid election
by the Participant to use available special increase options.
2.03 TRANSFER TO CUSTODIAL ACCOUNT - The Participant may transfer (or arrange
for the transfer of) assets from another annuity contract or custodial
account described in Section 403(b) of the Code to this Account. The
transfer shall be accepted by the Custodian if the Participant certifies
the transaction satisfies all current requirements for such a transaction.
The Custodian may request the Participant to provide such information it
deems necessary prior to accepting the transfer. The Custodian shall not
be responsible for determining whether any transfer is proper.
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SECTION THREE: INVESTMENT OF CONTRIBUTIONS
3.01 SHARES OF REGULATED INVESTMENT COMPANIES - All Contributions by a
Participant to his or her Account shall be invested by the Custodian
pursuant to written instructions concerning investment delivered by the
Participant to the Custodian prior to or at the time a contribution is
made to the Account. The Custodian shall, within a reasonable time
following receipt of written instructions from the Participant, invest
such contributions in full or fractional shares of certain regulated
investment companies.
For purposes of this Agreement, "regulated investment companies" means any
regulated investment company or companies within the meaning of Section
851(a) of the Code or any series issued by such company which has an
investment advisory agreement and/or a distribution agreement with the
company, or any of its affiliated or associated companies and which has
agreed to offer shares for use as funding vehicles for the Account.
If the investment instructions provided by the Participant to the
Custodian are not received by the Custodian or are, in the opinion of the
Custodian, ambiguous, the Custodian may hold or return all or a portion of
the contribution uninvested without liability for loss of income or
appreciation, without liability for interest, dividends or any other gain
whatsoever, pending receipt of proper instructions or clarification. The
Custodian shall advise the Participant of the form and manner in which
investment instructions must be given.
3.02 PARTICIPANT CHANGE OF INVESTMENT - Subject to rules and procedures
adopted by the Custodian, a Participant may, at his or her election,
direct the Custodian to redeem any or all regulated investment company
shares held by the Custodian pursuant to this Agreement and to reinvest
the proceeds in such other regulated investment company shares as
directed. Transactions of this character must conform with the provisions
of the current prospectus for the regulated investment company shares
subject to purchase.
3.03 DIVIDENDS AND DISTRIBUTIONS - Dividends and other distributions received
by the Custodian on shares of any regulated investment company held in the
Account shall be reinvested in additional shares of the regulated
investment company from which the dividend or other distribution
originates, unless the Participant directs the Custodian to act otherwise.
Should a Participant have the choice of receiving a distribution of
shares from a regulated investment company in additional shares, cash or
other
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property, the Custodian shall nonetheless elect to receive such
distribution in additional shares.
3.04 REGISTERED OWNER, VOTING RIGHTS - All regulated investment company shares
acquired by the Custodian pursuant to this Agreement shall be registered
in the name of the Custodian or its nominee. The Custodian shall deliver
or cause to be executed and delivered to the Participant all notices,
prospectuses, financial statements, proxies and related proxy information.
The Custodian shall vote the shares in accordance with instructions from
the Participant.
3.05 SALES CHARGES - All sales charges, transfer fees, investment fees or
other administrative charges associated with the purchase of transfer of
or sale of regulated investment company shares shall be charged to the
Account of the Participant.
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SECTION FOUR: DISTRIBUTIONS
4.01 LIMITATIONS ON DISTRIBUTIONS - Subject to the limitations described in
this Agreement, a Participant may request a distribution from the Account.
A Participant's Account may not be distributed prior to the Participant's
(a) attainment of age 59 1/2,
(b) incurring a disability within the meaning of Section 72(m)(7) of the
Code,
(c) death,
(d) encountering a financial hardship, or
(e) separation from service.
No distribution shall be made to a Participant (or Beneficiary, if
applicable) until he or she completes such written forms and provides such
additional information and documentation as the Custodian, in its sole
discretion, may deem necessary.
If the value of the Account immediately preceding the 1989 Plan Year is
ascertainable, such pre-1989 amounts are not subject to the limitations of
Section 4.01.
4.02 FINANCIAL HARDSHIP - For purposes of this Agreement, "financial hardship"
shall include a financial need incurred by the Participant due to illness,
temporary disability, purchase of a home, or educational expenses of the
Participant or any member of his or her immediate family, or any other
immediate and heavy financial need of the Participant; provided, however,
no financial hardship shall exceed or otherwise not conform to the
requirements of Section 403(b)(7) of the Code. No distributions
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on account of financial hardship shall exceed the amount determined to be
required to meet the immediate financial need created by the hardship
which cannot be otherwise reasonably accommodated from other resources of
the Participant. Any distribution made on account of a Participant's
financial hardship shall be made to such Participant in a single sum
payment in cash pursuant to written instructions in a form acceptable to
the Custodian, and delivered to the Custodian as may be provided in
Section 403(b)(7) of the Code.
Hardship distributions may consist only of the amounts contributed
pursuant to a Participant's Salary Reduction Agreement.
4.03 FORM OF DISTRIBUTION - Distributions for other than a financial hardship
shall be made in any one or more or any combination of the following
forms:
(a) single lump sum payment;
(b) monthly, quarterly, semiannual or annual payments over a period
elected by the Participant not to extend beyond the Participant's
life expectancy; or
(c) in monthly, quarterly, semiannual or annual payments over a
period selected by the Participant not to exceed the joint life and
last survivor expectancy of the Participant and his or her
Beneficiary.
At any time prior to commencement of distribution, the Participant may
make or change the foregoing distribution forms by delivering a written
notice to the Custodian.
Notwithstanding any other provision to the contrary, the Custodian may
make an immediate single sum distribution to the Participant or
Beneficiary (if applicable) if the value of the Account does not exceed
$3,500.
In the event a Participant does not elect any of the methods of
distribution described above on or before such Participant's 70 1/2
birthday, the Participant shall be deemed to have elected distribution
made on his or her 70 1/2 birthday in the form of periodic payments over
the single life expectancy of the participant using the declining years
method of determining the Participant's life expectancy multiple;
provided, however, the Custodian shall have no liability to the
Participant for any tax penalty or other damages which may result from any
inadvertent failure by the Custodian to make such a distribution.
Notwithstanding anything in this Agreement to the contrary distributions
shall conform to the minimum distribution requirements of Section
401(a)(9) of the Code and the regulations thereunder, including Treasury
Regulations Sections 1.401(a)(9)-2 and 1.403(b)-2.
If the value of the Account prior to 1987 is determinable, the pre-1987
amount need not be subject to a required minimum distribution until the
calendar year the Participant attains age 75, or such later date as may be
allowed by law or regulation.
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4.04 DESIGNATION OF BENEFICIARY - Each Participant may designate, upon a form
provided by the Custodian, any person or persons (including an entity
other than a natural person) as primary or contingent Beneficiary to
receive all or a specified portion of the Participant's Account in the
event of the Participant's death. A Participant may change or revoke such
Beneficiary designation from time to time by completing and delivering the
proper form to the Custodian.
4.05 DISTRIBUTION UPON DEATH OF PARTICIPANT - If a Participant dies before his
or her entire interest in the Account is distributed to him or her, or if
distribution has commenced to the Participant and his or her surviving
spouse and such surviving spouse dies before the entire interest is
distributed to such spouse, the entire interest or remaining undistributed
balance of such interest shall be distributed in the form of a single sum
cash payment, or other form of payment as permitted under current
applicable code or regulations, to the Beneficiary or Beneficiaries, if
any, designated by the Participant or his or her spouse as the case may
be. In the event no such Beneficiary has been designated, the
Participant's estate shall receive the balance of the Account.
4.06 DISTRIBUTION OF EXCESS AMOUNTS - The Custodian may make distribution of
any excess to the Participant.
4.07 ELIGIBLE ROLLOVER DISTRIBUTIONS - At the election of a Participant (or
the surviving spouse Beneficiary of a deceased Participant) the Custodian
shall pay any eligible rollover distribution to an individual retirement
plan described in Section 408 of the Code or another annuity contract or
custodial account described in Section 403(b) of the Code in a direct
rollover for that Participant (or beneficiary). The term "eligible
rollover distribution" shall have the meaning set forth in Sections
402(c)(2) and (4) of the Code and Q&A-3 through Q&A-8 of Treasury
Regulations Section 1.402(c)-2T.
The Participant (or surviving spouse beneficiary) who desires a direct
rollover must specify the individual retirement plan or 403(b) plan to
which the eligible rollover distribution is to be paid and satisfy such
other reasonable requirements as the Custodian may impose.
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SECTION FIVE: ADMINISTRATION
5.01 DUTIES OF THE CUSTODIAN - The Custodian shall have the following
obligations and responsibilities:
(a) To hold contributions to the Account it receives, invest such
contributions pursuant to the Participant's instructions and
distribute Account assets pursuant to this Agreement;
(b) To register any property held by the Custodian in its own name,
or in nominal bearer form, that will pass delivery;
(c) To maintain records of all relevant information as may be
necessary for the proper administration of the Account;
(d) To allocate earnings, if any, realized from such contributions
and such other data information as may be necessary;
(e) To file such returns, reports and other information with the
Internal Revenue Service and other government agencies as may be
required of the Custodian under applicable laws and regulations.
5.02 REPORTS - As soon as practicable after December 31st of each calendar
year, and whenever required by regulations under the Code, the Custodian
shall deliver to the Participant a written report of the Custodian's
transactions relating to the Account during the period from the last
previous accounting and shall file such other reports as may be required
under the Code.
On receipt of the Custodian's report referenced in the preceding paragraph
a Participant shall have a period of 60 days following receipt to deliver
a written objection to the Custodian concerning information provided in
the report. In the event the Participant neglects to file such written
objection, the report shall be deemed approved and in such case, the
Custodian shall be forever released and discharged with respect to all
matters and things included herein.
5.03 CUSTODIAN NOT RESPONSIBLE FOR CERTAIN ACTIONS - Notwithstanding the
foregoing, the Custodian shall have no responsibility for determining the
amount of or collecting contributions to the Account made pursuant to this
Agreement; determining the amount, character or timing of any distribution
to a Participant under this Agreement; determining a Participant's maximum
contribution amount; maintaining or defending any legal action in
connection with this Agreement, unless agreed upon by the Custodian,
Employer and Participant.
5.04 INDEMNIFICATION OF CUSTODIAN - The Employer and Participant shall, to the
extent permitted under law, indemnify and hold the Custodian harmless from
and against any liability which may occur in the administration of the
Account unless arising from the Custodian's breach of its responsibilities
under this Agreement. By execution of this
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Agreement, it is the specific intention of the parties that no
fiduciary duties be conferred upon the Custodian nor shall any be implied
from this Agreement or the acts of this Custodian.
5.05 CUSTODIAN'S FEES AND EXPENSES - The Custodian may charge fees in
connection with the Account. In addition, the Custodian has the right to
be reimbursed for any taxes or expenses incurred by or on behalf of the
Account. All such fees, taxes or expenses may be charged against the
Account or, at the option of the Custodian, may be paid directly by the
Participant or Employer. The Custodian reserves the right to change its
fee schedule, or add new fees, at any time upon 30 days prior written
notice to the Participant.
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SECTION SIX: AMENDMENT AND TERMINATION
6.01 AMENDMENT OF AGREEMENT - This Agreement may be amended by an agreement in
writing between the Employee and Custodian. In addition, by execution of
this Agreement, the Employer and the Participant delegate to the Custodian
all authority to amend this Agreement by written notification from the
Custodian to the Participant as to any term hereof, at any time (including
retroactively) except that no amendment shall be made which may operate to
disqualify the Account under Section 403(b)(7) of the Code. The effective
date of any amendment hereto shall be the date specified in said amendment
or 30 days subsequent to the time notification of amendment is delivered
by the Custodian to the Participant.
6.02 TERMINATION BY PARTICIPANT - The Participant reserves the right to
terminate further contributions to his or her Account pursuant to this
Agreement by executing and delivering to the Custodian an executed copy of
an agreement terminating said contributions. The Participant further
reserves the right to terminate his or her adoption of this Agreement in
the event that he or she shall be unable to secure a favorable ruling from
the Internal Revenue Service with respect to the Agreement. In the event
of such termination, the Custodian shall distribute the Account to the
Participant.
6.03 RESIGNATION OR REMOVAL OF CUSTODIAN - The Custodian may resign as
Custodian of any Participant's Account upon 30 days written notice to the
Participant. The Participant may remove a Custodian upon 30 days prior
written notice. Upon such resignation or removal, a successor ▇▇▇▇▇▇▇▇▇
shall be named. Upon designation of a successor ▇▇▇▇▇▇▇▇▇, the Custodian
shall transfer the assets held pursuant to the terms of this Agreement to
the successor Custodian. The Custodian may retain a portion of the assets
to the extent necessary to cover reasonable administrative fees and
expenses.
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Where the Custodian is serving as a nonbank custodian pursuant to Section
1.401-12(n) of the Treasury Regulations, the Participant will appoint a
successor custodian upon notification by the Commissioner of Internal
Revenue that such substitution is required because the Custodian has
failed to comply with the requirements of Section 1.401-12(n) or is not
keeping such records or making such returns or rendering such statements
as are required by forms or regulations.
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SECTION SEVEN: MISCELLANEOUS
7.01 APPLICABLE LAW - This Agreement is established with the intention that it
qualify as a tax-sheltered custodial account under Section 403(b)(7) of
the Code and that contributions to the same be treated accordingly. To
the extent not governed by Federal law, this Agreement shall be construed,
administered and enforced in accordance with the laws of the Custodian's
state of incorporation.
If any provision of this Agreement shall for any reason be deemed invalid
or unenforceable, the remaining provisions shall, nevertheless, continue
in full force and effect and shall not be invalidated.
7.02 NONALIENATION - The assets of a Participant in his or her Account shall
be nonforfeitable at all times and shall not be subject to alienation,
assignment, trustee process, garnishment, attachment, execution or levy of
any kind, nor shall such assets be subject to the claims of the
Participant's creditors.
7.03 TERMS OF EMPLOYMENT - Neither the fact of the implementation of this
Agreement nor the fact that a common law employee has become a
Participant, shall give to such employee any right to continued
employment; nor shall either fact limit the right of the Employer to
discharge or to deal otherwise with an employee without regard to the
effect such treatment may have upon the employee's rights as a Participant
under this Agreement.
7.04 NOTICES - Any notice or other communication which the Custodian may give
to a Participant shall be deemed given when sent by first class mail to
the Participant's last known address on the Custodian's records. Any
notice or other communication to the Custodian shall not become effective
until the Custodian actually receives it.
7.05 LOANS - If so permitted by the Custodian, the Participant may borrow a
portion of his or her Account pursuant to the applicable rules under the
Code. The Custodian may charge against the Account, any fees and expenses
incurred in connection with loan processing and/or recordkeeping.
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The Participant acknowledges that failure to repay a loan in the
prescribed manner may result in the immediate taxability of the loan
amount.
7.06 EMPLOYER CONTRIBUTIONS - The Employer may make contributions to the
Account on behalf of the Participant. The Custodian is not obligated to
operate the Account in accordance with any plan executed by the Employer
unless the Custodian so agrees and the Employer notifies the Custodian and
provides to the Custodian a copy of the Plan Document.
7.07 MATTERS RELATING TO DIVORCE - Upon receipt of a domestic relations order,
the Custodian may retain an independent third party to determine whether
the order is a Qualified Domestic Relations Order pursuant to Section
414(p) of the Code. The Custodian may charge to the Account any and all
expenses associated with the determination.
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STRONG RETIREMENT PLAN SERVICES
P.O. Box 2936
Milwaukee, Wisconsin 53201-2936
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