EX-99.e.4 FRM DLR AGRMT
[EXHIBIT (e)(4)]
FIRST AMERICAN STRATEGY FUNDS, INC.
SHAREHOLDER SERVICE PROVIDER AGREEMENT
SEI Investments Distribution Co. (the "Distributor") is the distributor
for First American Strategy Funds, Inc. (the "Fund"), an open-end investment
company registered under the Investment Company Act of 1940, as amended, and
currently consisting of a number of separately managed portfolios (the
"Portfolios"). Pursuant to a Shareholder Service Plan and Agreement between the
Fund and the Distributor, the Distributor is authorized to retain
___________________________________________ (the "Service Provider") to provide
the shareholder services described in Section 1 to clients of the Service
Provider (the "Clients") who from time to time beneficially own shares (the
"Shares") of any Portfolio. The Service Provider is willing to provide such
services in accordance with the terms and conditions of this Agreement.
SECTION 1. The Service Provider agrees to provide one or more of the following
shareholder services to Clients who from time to time beneficially own shares:
(i) maintaining accounts relating to Clients that invest in Shares; (ii)
providing information periodically to Clients showing their positions in Shares;
(iii) arranging for bank wires; (iv) responding to Client inquiries relating to
the services performed by the Service Provider; (v) responding to inquiries from
Clients concerning their investments in Shares; (vi) forwarding shareholder
communications from the Fund (such as proxies, shareholder reports, annual and
semi-annual financial statements and dividend, distribution and tax notices) to
Clients; (vii) processing purchase, exchange and redemption requests from
Clients and placing such orders with the Fund or its service providers; (viii)
assisting Clients in changing dividend options, account designations, and
addresses; (ix) providing subaccounting with respect to Shares beneficially
owned by Clients; (x) processing dividend payments from the Fund on behalf of
the Clients; and (xi) providing such other similar services as the Fund may,
through the Distributor, reasonably request to the extent that the Service
Provider is permitted to do so under applicable laws or regulations.
SECTION 2. The Service Provider will provide all office space and equipment,
telephone facilities and personnel (which may be part of the space, equipment
and facilities currently used in the Service Provider's business, or any
personnel employed by the Service Provider) as may be reasonably necessary or
beneficial in order to provide the aforementioned services and assistance to
Clients.
SECTION 3. Neither the Service Provider nor any of its officers, employees, or
agents are authorized to make any representations concerning the Fund or the
Shares except those contained in the Fund's then-current prospectus or Statement
of Additional Information for the Shares, copies of which will be supplied to
the Service provider, or in such supplemental literature or advertising as may
be authorized in writing.
SECTION 4. For purposes of this Agreement, the Service Provider will be deemed
to be an independent contractor, and will have no authority to act as agent for
the Distributor or the Fund in any matter or in any respect. By its written
acceptance of this Agreement, the Service Provider agrees to and does release,
indemnify, and hold the Distributor and the Fund harmless from and against any
and all direct or indirect liabilities or losses resulting from requests,
directions, actions, or inactions of or by the Service Provider or its officers,
employees, or agents regarding the Service Provider's responsibilities hereunder
or the purchase, redemption, transfer, or registration of Shares (or orders
relating to the same) by or on behalf of Clients. The Service Provider and its
officers and employees will, upon request, be available during normal business
hours to consult with representatives of the Distributor or the Fund or their
designees concerning the performance of the Service Provider's responsibilities
under this Agreement.
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SECTION 5. In consideration of the services and facilities provided by the
Service Provider hereunder, the Distributor will pay to the Service Provider,
and the Service Provider will accept as full payment therefor, a fee, at an
annual rate of .25% (twenty-five basis points) of the average daily net asset
value of Shares of each Portfolio owned by all Clients of the Service Provider
with whom the Service Provider has a servicing relationship (the "Clients'
Shares"), which fee will be computed and paid in accordance with the shareholder
service plan adopted by the Fund. You acknowledge any compensation to be paid to
you by the Distributor shall be paid from the shareholder service plan adopted
by the Fund and that to the extent the Distributor waives any payments to it
from any such plan the amounts payable to you will also be reduced.
SECTION 6. The Fund or the Distributor may enter into other similar servicing
agreements with any other person or persons without the Service Provider's
consent.
SECTION 7. By its written acceptance of this Agreement, the Service Provider
represents, warrants, and agrees that: (i) the Service Provider will disclose to
its Clients the compensation payable to it in connection with the investment of
such Clients' assets in Shares, such compensation will be authorized by its
Clients, and such compensation will not be excessive; (ii) the services provided
by the Service Provider under this Agreement will in no event be primarily
intended to result in the sale of Shares; and (iii) if an issue pertaining to
this Agreement is submitted for shareholder approval, the Service Provider will
vote any Shares held for its own account in the same proportion as the vote of
those Shares held for its Clients' accounts.
SECTION 8. This Agreement will become effective on the date a fully executed
copy of this Agreement is received by the Distributor or its designee and shall
continue until terminated by either party. This Agreement is terminable with
respect to the Shares of any Portfolio, without penalty, at any time by the
Distributor or by the Service Provider upon written notice to the Distributor.
SECTION 9. All notices and other communications to either the Distributor or to
the Service Provider will be duly given if mailed, telegraphed, telefaxed, or
transmitted by similar communications device to the appropriate address stated
herein, or to such other address as either party shall so provide the other.
SECTION 10. We may modify this agreement at any time by written notice to you.
The first order placed by you subsequent to the giving of such notice shall be
deemed as your acceptance of such modification.
SECTION 11. This Agreement will be construed in accordance with the laws of the
Commonwealth of Pennsylvania and may not be "assigned" by either party thereto
as that term is defined in the Investment Company Act of 1940.
By their signatures, the Distributor and the Service Provider agree to the terms
of this Agreement.
SEI INVESTMENTS DISTRIBUTION CO.
By: Date: ________________
Title:
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(Service Provider)
By: Date: ________________
Title:
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