SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec.240.14a-11(c) or Sec. 240.14a-12
UMB Scout WorldWide Fund, Inc.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: _____________________________________________
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3) Filing Party: _______________________________________________________
4) Date Filed: _________________________________________________________
<PAGE>
Dear Shareholders:
The Board of Directors of UMB Scout WorldWide Fund, Inc. has scheduled a Special
Meeting of Shareholders to be held on May 2, 2000 at 10:00 a.m. Central time at
the offices of the distributor, Jones & Babson, Inc., on the 19th floor of the
BMA Tower, 700 Karnes Boulevard, in Kansas City, Missouri. Shareholders of both
the UMB Scout WorldWide Fund and UMB Scout WorldWide Select Fund are being asked
to vote on several important proposals affecting their Fund. We hope that you
will take the time to review the attached proxy statement and provide us with
your vote on these important issues.
In addition to the re-election of the Board of Directors and the approval of the
independent auditors, shareholders of each Fund are being asked to approve a new
Management Agreement with the Funds' existing investment advisor and manager,
UMB Bank, n.a. The proposed Agreement contains a moderate increase in the "all
inclusive" management fee for each Fund, which is designed to ensure that UMB
Bank, n.a. can continue to effectively manage the Funds.
Since its inception, UMB Scout WorldWide Fund has been a proven performer among
global mutual funds. In addition, the overall expense levels are significantly
lower than the average global fund. The fee increase is proposed in recognition
of the relatively higher costs of managing a global fund and the need to
maintain the high level of investment management expertise enjoyed by the Funds.
If the fee increase is approved, the overall expenses of the Funds will still be
below the industry average for global mutual funds.
On January 26, 2000, the Board of Directors unanimously approved each proposal
and recommends that shareholders vote "FOR" each proposal. A Questions and
Answers section is provided at the beginning of the proxy statement to address
various questions that you may have about the fee changes, the voting process
and the shareholder meeting generally. We urge you to confirm the Board's
recommendations by promptly completing, signing and returning the enclosed proxy
card(s) in the enclosed postage-paid envelope.
Thank you for your continued support of UMB Scout WorldWide Fund, Inc. If you
should have any questions regarding the proxy material or would like to vote
your shares by telephone, please call 1 (800) 207-3158 to speak to a
representative who will help you.
Sincerely,
Stephen S. Soden,
President and Chairman of the Board
UMB Scout WorldWide Fund, Inc.
William B. Greiner,
Executive Vice President and Chief
Investment Officer of the Trust Division
of UMB Bank, n.a.
James L. Moffett,
Executive Vice President of UMB Bank,
n.a. and Portfolio Manager of the Funds
<PAGE>
UMB SCOUT WORLDWIDE FUND, INC.
NOTICE OF SPECIAL
SHAREHOLDERS MEETING
TO BE HELD ON MAY 2, 2000
A special meeting of the shareholders of UMB Scout WorldWide Fund and
UMB Scout WorldWide Select Fund (collectively, the "Funds"), which are separate
mutual funds within UMB Scout WorldWide Fund, Inc. (the "Company"), will be held
on May 2, 2000 at 10:00 a.m. Central time at the offices of Jones & Babson, Inc.
on the 19th floor of the BMA Tower, 700 Karnes Boulevard, Kansas City, Missouri.
During the meeting, or of any adjournments thereof (the "Meeting"), shareholders
of the Funds will vote on the following Proposals:
1. To elect a Board of Directors for the Company
2. To ratify the selection of Baird, Kurtz & Dobson as the
Company's independent auditors for the fiscal year ending June
30, 2000
3. To approve a new Management Agreement between the Company, on
behalf of each Fund, and UMB Bank, n.a.
4. To grant the proxyholders authority to vote upon any other
business that may properly come before the Meeting
The Board of Directors has fixed March 1, 2000 as the record date for
determining the shareholders who will be entitled to vote at the Meeting.
Please note that a separate vote is required for each Proposal.
By Order of the Board of Directors,
------------------------------
Martin A. Cramer
Secretary
Kansas City, Missouri
March 1, 2000
Please sign and return your proxy card in the self-addressed envelope regardless
of the number of shares you own.
<PAGE>
TABLE OF CONTENTS
Page
PROXY STATEMENT
Questions and Answers.............................................1
Proposal One: Election of Board of Directors....................3
Proposal Two: Approval of Independent Auditors..................5
Proposal Three: Approval of New Management Agreement..............6
Proposal Four: Other Business....................................10
Additional Information
Exhibit A Form of New Management Agreement..................12
Exhibit B UMB Directors.....................................16
<PAGE>
QUESTIONS AND ANSWERS
Who is asking for my vote?
The Board of Directors of UMB Scout WorldWide Fund, Inc. is requesting your
vote on the proposals discussed in this proxy statement. The Board has
unanimously approved each proposal and recommends that you vote in favor of
the various proposals.
On what issues am I being asked to vote?
You are being asked to vote on the following proposals:
1. To elect a Board of Directors for the Company;
2. To ratify the selection of Baird, Kurtz & Dobson as independent
auditors for the Company for the fiscal year ending June 30, 2000;
3. To approve a new Management Agreement between the Company, on
behalf of each Fund, and UMB Bank, n.a.; and
4. To grant the proxyholders authority to vote upon any other business
that may properly come before the Meeting.
Why is the Board recommending a change in the management fees?
Unlike most mutual funds, the Funds pay an "all inclusive" fee to their
manager. Out of that fee, the manager covers the costs of providing
investment management services for the Funds, as well as the costs of paying
the fees of the Funds' other service providers. Management has determined
that the Funds' fees are significantly below the going market rates for
comparable funds and do not accurately reflect the costs required to manage
the Funds, maintain qualified personnel, update technological systems, and
keep pace with the increasing costs of international settlement and custody
fees common to global funds. Therefore, management has proposed a new
Management Agreement for the Funds that will provide for the same services as
the current Agreement, except there will be a moderate fee increase. The
Board has concluded that this fee increase is necessary in order to ensure
that the Funds continue to maintain the high caliber of investment advice and
services that they have traditionally received.
How has the past performance and expenses of the UMB Scout WorldWide Fund
compared with its peers and relevant benchmark index?
Average Annual Total Return
as of Annual Fund
December 31, 1999 Operating Expenses
Since
1 Year 5 Years Inception1 Current Proposed
UMB Scout WorldWide
Fund 31.43% 20.02% 17.32% 0.85% 1.10%
MSCI EAFE Index 27.30% 13.15% N/A N/A N/A
Lipper Global Fund
Index 33.70% 18.25% N/A 1.73% 1.73%
1 September 14, 1993
<PAGE>
How can I vote my shares?
By Mail: by signing, dating, voting and returning that proxy card in
the enclosed postage paid envelope.
By Phone: with a toll-free call to D.F. King & Co. Inc. at 1 (800)
207-3158 between 9:00 a.m. and 10:00 p.m. (Eastern Time).
By Fax: by signing, dating, voting and faxing the enclosed proxy card
to (212) 269-2796.
Through the Internet: [to be provided].
In Person: by attending the meeting and voting your shares.
What will happen if there are not enough votes to approve the Management
Agreement?
It is important that shareholders complete and return signed proxy cards to
ensure that there is a quorum for the Meeting. If we do not receive your
proxy card after several weeks, you may be contacted by Fund officers or by
our proxy solicitor, who will remind you to vote your shares and help you
return your proxy. If we don't receive sufficient votes to approve an
Agreement by the date of the Meeting, we may adjourn the Meeting to a later
date so that we can continue to seek more votes. If enough votes are not
obtained, the Board will consider various alternatives, including possible
merger with another fund or liquidation of the Fund.
Who is eligible to vote?
Shareholders of record at the close of business on March 1, 2000 are entitled
to vote at the Meeting or any adjournment thereof (the "Meeting"). Each share
of record is entitled to one vote on each matter presented at the Meeting.
The votes of the shareholders of each particular Fund will be counted
separately for purposes of determining whether the Management Agreement is
approved for that Fund.
<PAGE>
PROPOSAL ONE: To elect a Board of Directors for the Company
The Board of Directors of the Company consists of five individuals, four of
whom are independent Directors. The members of the Board serve as fiduciaries
and have a duty to act in the best interest of shareholders. The Board is
responsible for general oversight of the Company's business operations, is
responsible for appointing officers to operate the Funds, and selects the
Funds' investment manager, distributor, custodian, independent auditors and
other service providers.
The Board of Directors holds regular quarterly Board meetings at which they
review the operations and investment performance of the Funds. At its
meetings, the Board monitors the Funds' regulatory compliance and
periodically considers the renewal of the arrangements for investment
management and other services for the Funds. The independent Directors also
serve on an Audit Committee (discussed in Proposal Two) that meets separately
with the independent auditors and outside legal counsel each year.
Each of the five nominees currently serves as a Director of the Company and
of each of the other investment companies in the UMB Scout Funds group. The
following are the names and a brief description of the business experience of
each of the nominees:
Name, Age, and Address Business Experience
------------------------------------------------------------------
Stephen S. Soden Mr. Soden is the President and a
Chairman of the Board Director (or Trustee) of Jones &
since 2000, Age 55 Babson, Inc. and of each of the UMB
700 Karnes Boulevard Scout Funds, Babson Funds, Buffalo
Kansas City, Missouri 64108 Funds, and Investors Mark Series
Funds. [He also serves as a
Director of AFBA Five Star Funds,
Inc.] Mr. Soden has served as
Chairman of the Board of Jones &
Babson since 1995 and was appointed
to the various funds' Boards in
January, 2000. Previously, he was
the President of BMA Financial
Services, Inc. and served as Senior
Vice President of Jones & Babson's
parent company, Businessman's
Assurance Company of America.
William E. Hoffman, DDS Dr. Hoffman is a Director (or
Director since 1993, Age 61 Trustee) of each investment company
3700 West 83rd Street, in the UMB Scout Funds group.
Suite 206
Prairie Village, Kansas
66208
Eric T. Jager Mr. Jager is a Director (or Trustee)
Director since 1993, Age 56 of each investment company in the
4800 Main Street, Suite 600 UMB Scout Funds group. [(To be
Kansas City, Missouri 64112 confirmed by SRSY:) He is President
of Windcrest Investment Management,
Inc. and serves as Executive Vice
President and Director of Bartlett
Futures, Inc. (agri-business),
Kansas City, Missouri.
Stephen F. Rose Mr. Rose is a Director (or Trustee)
Director since 1993, Age 51 of each investment company in the
7373 West 107th Street UMB Scout Funds group. He is the
Overland Park, Kansas 66212 President of Sun Publications, Inc.,
Kansas City, Missouri.
Stuart Wein Mr. Wein is a Director (or Trustee)
Director since 1993, Age 76 of each investment company in the
4589 West 124th Place UMB Scout Funds group. He is
Leawood, Kansas 66209 retired, and previously served as
the Chairman of the Board of Milgram
Food Stores, Inc., [Kansas City,
Missouri].
How often do the Directors meet and what are they paid?
The Board of Directors meets each year on at least a quarterly basis. Each
independent Director receives a total annual retainer of $3,000 for serving
on the Boards of all UMB Scout Fund
<PAGE>
investment companies, plus a per meeting fee of $125 per company. The
Management Agreement for each Fund provides that these fees and related Board
meeting expenses are paid by the investment manager and not by the Funds.
This would remain the case if shareholders approve the proposed new
Management Agreement discussed in Proposal Three. As an interested Director,
Mr. Soden is not compensated for his service as a Director.
During the fiscal year ended June 30, 1999, there were four meetings of the
Board and one meeting of the Audit Committee. Each of the Directors attended
all of the meetings. The following table shows the amounts received by each
Director:
Compensation from
Manager for service Compensation from
on Board of UMB Manager for service
Scout WorldWide on Boards of all
Name of Director Fund, Inc. UMB Scout Funds
------------------------------------------------------------------
Stephen S. Soden None None
William E. Hoffman $ 1,250 $ 7,500
Eric T. Jager $ 1,250 $ 7,500
Stephen R. Rose $ 1,250 $ 7,500
Stuart Wein $ 1,250 $ 7,500
Who are the Executive Officers of the Funds?
Executive Officers of the Funds are appointed by the Directors. Listed below,
for each Executive Officer (with the exception of Mr. Soden, whose
biographical information is included above), is a brief description of his or
her age, position with the Company, and recent professional experience. The
address for each officer is BMA Tower, 700 Karnes Blvd., Kansas City,
Missouri 64108-3306.
P. Bradley Adams (39), Vice President and Treasurer. Vice President and
Treasurer, Jones & Babson, Inc. and each of the UMB Scout Funds, Babson Funds
and Buffalo Funds; Vice President and Chief Financial Officer AFBA Five Star
Fund, Inc.; Principal Financial Officer, Investors Mark Series Fund, Inc.
W. Guy Cooke (38), Vice President. Chief Compliance Officer, Jones & Babson,
Inc.; Vice President and Chief Compliance Officer of each of the UMB Scout
Funds, Babson Funds, Buffalo Funds and AFBA Five Star Fund, Inc. Mr. Cooke
joined Jones & Babson in March 1998 and previously was Director of Compliance
at American Century Companies (mutual funds).
Martin A. Cramer (49), Vice President and Secretary. Vice President and
Secretary, Jones & Babson, Inc. and each of the UMB Scout Funds, Babson
Funds and Buffalo Funds; Secretary and Assistant Vice President, AFBA Five
Star Fund, Inc.; Secretary, Investors Mark Series Fund, Inc.
Constance E. Martin (38), Vice President. Shareholder Operations Vice
President and Director, Jones & Babson, Inc.; Vice President of each of the
UMB Scout Funds, Babson Funds, Buffalo Funds and AFBA Five Star Fund, Inc.
Required Vote. Provided that a quorum is present, election of each nominee as
Director requires the affirmative vote of a majority of the Company's shares
present in person or by proxy at the Meeting.
<PAGE>
PROPOSAL TWO: To ratify the selection of Baird, Kurtz & Dobson as the
Company's independent auditors for the fiscal year ending
June 30, 2000
Who are the independent auditors and what is their role?
Baird, Kurtz & Dobson serves as the Company's independent auditors and, in
that capacity, is responsible for the Funds' annual audit and for rendering
an opinion on the financial statements contained in the Funds' annual report
to shareholders. Investment companies are required to file audited financial
statements with the Securities and Exchange Commission and to provide copies
of such financial statements to shareholders annually. Baird, Kurtz & Dobson
has served as the Company's independent auditors since its inception.
How are independent auditors selected?
The Board has a standing Audit Committee consisting of Messrs. Hoffman,
Jager, Rose and Wein, all of whom are independent Directors. The Audit
Committee meets with the independent auditors at least annually and reviews
the maintenance of the Funds' records and the safekeeping arrangements of the
Funds' custodian. The Committee also reviews both the audit and non-audit
work of the Funds' independent auditors, and submits a recommendation to the
full Board as to the selection of independent auditors. At a meeting held on
July 28, 1999, the Audit Committee recommended, and the Board, including all
of the independent Directors, selected Baird, Kurtz & Dobson, to serve as
auditor for the current fiscal year ending June 30, 2000. Representatives of
Baird, Kurtz & Dobson are not expected to be present at the Meeting.
Required Vote. Provided that a quorum is present, the ratification of the
selection of the independent auditors requires the affirmative vote of a
majority of the Company's shares present in person or by proxy at the
Meeting. The Board of Directors unanimously recommends that you vote to
approve Proposal Two.
PROPOSAL THREE: To approve a new Management Agreement between the Company,
on behalf of each Fund, and UMB Bank, n.a.
Shareholders of each Fund are being asked to approve a new Management
Agreement between the Company, on behalf of each Fund, and UMB Bank, n.a.,
the Funds' current investment advisor and manager. The proposed Management
Agreement is identical to the current Agreement and the services provided by
UMB Bank, n.a. will remain the same. However, the proposed Management
Agreement contains an increase in the fee payable to UMB Bank, n.a.. A copy
of the proposed form of Management Agreement as approved by the Board of
Directors is included as Exhibit A to this proxy statement.
What is the purpose of the Funds' management fees?
The current (and proposed) Management Agreement for the Funds is different
from the agreements for most mutual funds because it provides for an "all
inclusive" fee paid to UMB Bank, n.a. that covers investment advisory
services as well as all other services required to operate the Funds. Most
other mutual funds pay a fee for investment advisory services and enter into
separate fee-based agreements with a distributor, custodian, transfer agent,
and other service providers. Under the Funds' Management Agreement, UMB Bank,
n.a. either provides or pays for all services required to operate the Funds.
<PAGE>
UMB Bank, n.a.'s investment professionals provide the Funds with analysis,
research and portfolio management consistent with the Funds' objectives and
policies. As the Funds' investment advisor and manager, UMB Bank, n.a. makes
all investment decisions and directly or indirectly arranges for the
placement and execution of orders for the purchase and sale of securities and
instruments. In addition, UMB Bank, n.a. provides regular reports to the
Board of Directors relating to the performance and investments of each Fund.
UMB Bank, n.a. also is responsible for the Funds' regulatory compliance and
general administrative operations. In this regard, UMB Bank, n.a. pays all of
the costs of personnel, including Directors' fees, that are required to
administer the Funds. UMB Bank, n.a. also pays out of its management fee the
costs of equipment, office space, facilities, and other items that are
required to effectively manage Fund assets and administer the business of the
Funds.
Out of the management fees paid by the Funds, UMB Bank, n.a. also covers the
costs of custody services that it provides to the Funds. In addition, UMB
Bank, n.a. employs Jones & Babson, Inc., 700 Karnes Boulevard, Kansas City,
Missouri 64108-3306, at its own expense to provide services to the Funds,
including the maintenance of a shareholder accounting and transfer agency
system, and such other items as are incidental to corporate administration.
UMB Bank, n.a. also arranges for Jones & Babson, Inc. to serve as the Funds'
distributor at no cost to the Funds.
Why is management recommending a fee increase?
Management has determined that the current level of fees paid by the Funds
does not accurately reflect the costs required to manage the Funds and
continue to attract and maintain qualified personnel and necessary
technological systems. During the past year, management of UMB Bank, n.a. and
the Funds undertook a comprehensive review of the Funds' current management
fees and total operating expenses, and compared those fees and expenses with
those of other funds with similar asset sizes and objectives. This review
indicated that the Funds' overall expense ratios were approximately 50% less
than those of the average global stock fund, an amount well below the market
rate for comparable funds.
From an investment management standpoint, UMB Bank, n.a. informed the Funds
that higher fees were warranted to reflect increasing costs of operations,
including costs associated with retaining and attracting high-quality
investment professionals and international stock analysts, as well as rising
technology-related expenses. Management believes that a more competitive fee
structure is necessary to help ensure that the Funds continue to receive
quality investment management services. In addition, international settlement
and custody costs are significantly higher for global funds than domestic
funds, and management concluded that the current fee structure does not take
such higher costs into account.
<PAGE>
What factors did the Board of Directors consider in approving the New
Agreement?
At a meeting held on January 26, 2000, the Board of Directors, including the
independent Directors, approved the new Management Agreement and the change
in management fees.
In considering the proposed fee changes, the Directors reviewed materials
concerning the performance of the Funds and management's analysis of the
current and proposed fee changes, including the proposed fee breakpoints and
anticipated impact of the fee increase on shareholders of the Funds. The
Directors also considered various factors including the growing expenses
associated with recruiting and retaining qualified investment and service
professionals in an increasingly competitive industry, and the importance of
supporting quality, long-term service by UMB Bank, n.a. to achieve solid
investment performance. The Board also considered the costs associated with
obtaining research and investment related information in the international
securities markets, possible economies of scale, fees paid by other
investment companies comparable to the Funds, and the importance of
maintaining incentives to ensure that UMB Bank, n.a. will continue to be able
to furnish high quality services to the Funds.
Based upon the above factors, the Board of Directors determined that the
proposed management fees were fair and reasonable and their adoption would
help to ensure that the Funds continue to receive the present levels of
management services.
What are the increases in management fees under the New Agreement?
The current annual management fee is 0.85% of the average daily net assets of
each Fund. Management has proposed a schedule of fee "breakpoints" at certain
levels so that the new management fees will be reduced as Fund assets grow.
This allows the Funds to benefit from economies of scale. Under the proposed
Management Agreement, each Fund will pay UMB Bank, n.a. management fees based
upon annual rates of 1.10% of the first $500 million of average daily net
assets; 1.00% of the next $500 million and 0.90% on average daily net assets
over $1 billion.
The management fees paid to UMB Bank, n.a. for the fiscal year ended June 30,
1999 were $991,992 for UMB Scout WorldWide Fund and $1,504 for UMB Scout
WorldWide Select Fund (from inception on May 17, 1999 through June 30, 1999).
If the proposed increase in management fee had been in effect for the fiscal
year ended June 30, 1999, the fee paid to UMB Bank, n.a. for UMB Scout
WorldWide Fund would have been $1,280,361, an increase of 29%; and for UMB
Scout WorldWide Select Fund, the fee paid would have been $1,940, an increase
of 29%.
Current and Proposed Expenses. The following table describes the current (and
proposed) fees and expenses that you would pay if you bought and held shares
of the Funds.
<PAGE>
UMB Scout WorldWide Fund UMB Scout WorldWide
Select Fund
Fund Operating
Expenses Current Proposed Current Proposed
Management Fees 0.85% 1.10% 0.85% 1.10%
Distribution
(12b-1) Fees None None None None
Other Expenses 0.01% 0.01% None None
Total Annual
Operating Expenses 0.86% 1.11% 0.85% 1.10%
The following example illustrates the expenses of an investment in the Funds
under the current and proposed Management Agreements assuming an initial
investment of $10,000, a 5% annual return, and that operating expenses remain
the same during the periods. Although your actual costs may be higher or
lower, based on these assumptions, your costs would be:
UMB Scout WorldWide Fund UMB Scout WorldWide
Select Fund
Year Current Proposed Current Proposed
1 year $ 88 $ 113 $87 $112
3 years $274 $ 353 $271 $350
5 years $477 $ 612
10 years $1,061 $1,352
Other Information About UMB Bank, n.a. The following is information about the
ownership and the directors and executive officers of UMB Bank, n.a..
UMB Bank, n.a. is a wholly-owned subsidiary of UMB Financial Corporation, an
eight billion dollar financial services institution. R. Crosby Kemper is the
only person who owns greater than 10% of the outstanding stock of UMB
Financial Corporation, and he exercised voting control over 19.10% of the
stock as of January 26, 2000.
The Board of Directors of UMB Bank, n.a. consists of twenty four persons. The
name, business address and principal occupation of each director is set forth
in Exhibit B to this proxy statement.
The following are the executive officers who are directly or indirectly
responsible for the management of the Funds:
Alexander C. Kemper, Chairman of the Board and Chief Executive Officer.
Mr. Kemper also serves as President and Chief Executive Officer of UMB
Financial Corporation.
William C. Tempel, Divisional Executive Vice President. Mr. Tempel has
been the head of Trust Services for UMB Bank, n.a. and its affiliates since
1997. Mr. Tempel has been with UMB and its affiliate bank UMB Bank Kansas,
since 1981. His responsibilities with Commercial National Bank, the
predecessor to UMB Bank Kansas, included Senior Vice President in charge of
the Trust Department, President, and Chairman and CEO of UMB Bank Kansas.
Edward J. McShane, Jr., Executive Vice President and Sr. Trust Officer.
Mr. McShane has been with UMB Bank, n.a. since 1967 where he has served as
Head of the Trust Department and Head of the Trust and Custody Services
Division.
William Greiner, Executive Vice President, Chief Investment Officer and
Manager of the Trust Investment Division. Mr. Greiner has worked his
entire career in the investment field. Prior to coming to UMB Bank, n.a.
in 1999, Mr. Greiner was a Vice President and Senior Investment Counselor
for Northern Trust Company in Chicago, Illinois.
<PAGE>
James L. Moffett, Executive Vice President. Mr. Moffett has been the
portfolio manager for UMB Scout WorldWide Fund and UMB Scout WorldWide Select
Fund since September 1993 and May 1999, respectively. He has also been
portfolio manager of the UMB Scout Stock Fund and UMB Scout Stock Select Fund
since May 1999. He is a chartered financial analyst with over 31 years of
investment experience.
What if the proposed Management Agreement is not approved by shareholders
of a Fund?
Under the Investment Company Act of 1940, shareholder approval generally is
required to make any changes to a fund's investment management agreement, or
to approve a new agreement. If the proposed Management Agreement is not
approved for a Fund by shareholders of that Fund, the current Agreement will
continue in effect until October 31, 2000 and thereafter on an annual basis
if specifically approved by the Board of Directors.
However, if shareholders of either Fund do not approve the proposed
Management Agreement for their Fund, the Board will consider other options
for the Fund, including the possibility of merger with another fund or
liquidation of the Fund.
Required Vote. Provided that a quorum is present, Proposal Three, the
approval of a new Management Agreement for each Fund, requires the
affirmative vote of the lesser of: (i) more than 50% of the outstanding
voting securities of the particular Fund; or (ii) 67% or more of the voting
securities of the particular Fund present at the Meeting, if the holders of
more than 50% of the Fund's outstanding voting securities are present or
represented by proxy. The Board of Directors unanimously recommends that you
vote to approve Proposal Three.
PROPOSAL FOUR: To grant the proxyholders authority to vote upon any other
business that may properly come before the Meeting
The Directors do not intend to bring any matters before the Meeting other
than Proposals One through Four and are not aware of any other matters to be
brought before the Meeting by others. If any other matters do properly come
before the Meeting, the persons named in the enclosed proxy will use their
best judgment in voting on such matters.
<PAGE>
ADDITIONAL INFORMATION
Reports to Shareholders and Financial Statements. The Funds' last audited
financial statements and annual report, for the fiscal year ended June 30,
1999, and the semi-annual report dated December 31, 1999, are available free
of charge. To obtain a copy, please call the Funds toll-free at
1-800-996-2862, or in the Kansas City area at 751-5900, or forward a written
request to UMB Scout Funds, P.O. Box 219757, Kansas City, MO 64121-9757.
Principal Shareholders. As of March 1, 2000, UMB Scout WorldWide Fund had
______________ shares outstanding and total net assets of $____________; and
UMB Scout WorldWide Select Fund had ______________ shares outstanding and
total net assets of $____________. From time to time, the number of shares
held in "street name" accounts of various securities dealers for the benefit
of their clients may exceed 5% of the total shares outstanding. To the
knowledge of the Funds' management, as of March 1, 2000, the following
entities held beneficially or of record more than 5% of each Fund's
outstanding shares.
Fund Name Name and Address of Number of Percentage
Holder Shares Owned of Fund
Ownership
UMB Scout
WorldWide Fund
UMB Scout
WorldWide
Select Fund
In addition, to the knowledge of the Funds' management, as of March 1, 2000,
no Director owned 1% or more of the outstanding shares of either Fund, and
the officers and Directors of the Company owned, as a group, less than 1% of
each Fund's outstanding shares.
Other Voting Information. You may attend the Meeting and vote in person or
you may complete and return the proxy card. [If you are eligible to vote
by telephone or through the Internet, separate instructions are enclosed.]
Proxy cards that are properly signed, dated and received at or prior to the
Meeting will be voted as specified. If you specify a vote for any of the
Proposals One through Four, your proxy will be voted as you indicate.
If you simply sign and date the proxy card, but don't specify a vote for
any of the Proposals One through Four, your shares will be voted FOR
Proposals One through Three and to GRANT discretionary authority to the
persons named in the proxy card as to any other matters that properly may
come before the Meeting. You may revoke your proxy at any time before it is
voted by: (1) delivering a written revocation to the Secretary of the Funds,
(2) forwarding to the Funds a later-dated proxy card that is received by the
Funds at or prior to the Meeting, or (3) attending the Meeting and voting in
person.
Solicitation of Proxies. The cost of soliciting proxies will be borne by UMB
Bank, n.a. UMB Bank, n.a. reimburses brokerage firms and others for their
expenses in forwarding proxy material to the beneficial owners and soliciting
them to execute proxies. UMB Bank, n.a. has engaged Automatic Data Processing
(ADP) and D.F. King to solicit proxies from brokers, banks, other
institutional holders and individual shareholders for an approximate fee,
including out-of-pocket expenses, ranging between $12,000 and $20,000. UMB
Bank, n.a. expects that the solicitation will be primarily by mail, but also
may include telephone or facsimile solicitations. In addition to
solicitations by mail, some of the executive officers and employees of the
Funds, UMB Bank, n.a. and any affiliates, without extra compensation, may
conduct additional solicitations by telephone, personal interviews and other
means.
The Notice of Meeting, the proxy cards, and the proxy statement were mailed
to shareholders of record on or about March 8, 2000.
<PAGE>
Voting by Broker-Dealers. The Funds expect that, before the Meeting,
broker-dealer firms holding shares of the Funds in "street name" for their
customers will request voting instructions from their customers and
beneficial owners. If these instructions are not received by the date
specified in the broker-dealer firms' proxy solicitation materials, the Funds
understand that stock exchange rules permit the broker-dealers to vote on
certain routine items (such as Directors and auditors) to be considered at
the Meeting on behalf of their customers and beneficial owners. Certain
broker-dealers may exercise discretion over shares held in their name for
which no instructions are received by voting those shares in the same
proportion as they vote shares for which they received instructions.
Quorum. A majority of the Company's outstanding shares entitled to vote,
present in person or represented by proxy, constitutes a quorum at the
Meeting. Proxies returned for shares that represent "broker non-votes" (i.e.,
shares held by brokers or nominees as to which: (i) instructions have not
been received from the beneficial owners or persons entitled to vote; and
(ii) the broker or nominee does not have discretionary voting power on a
particular matter), and shares whose proxies reflect an abstention on any
item are all counted as shares present and entitled to vote for purposes of
determining whether the required quorum of shares exists. Abstentions and
broker non-votes will be treated as votes present but not cast.
Other Matters and Discretion of Attorneys Named in the Proxy. The Company is
not required, and does not intend, to hold regular annual meetings of
shareholders. Shareholders wishing to submit proposals for consideration for
inclusion in a proxy statement for the next meeting of shareholders should
send their written proposals to the Company's principal office, BMA Tower,
700 Karnes Boulevard, Kansas City, MO 64108, so they are received within a
reasonable time before any such meeting. No business other than the matters
described above is expected to come before the Meeting, but should any other
matter requiring a vote of shareholders arise, including any question as to
an adjournment or postponement of the Meeting, the persons named on the
enclosed proxy card will vote on such matters according to their best
judgment in the interests of the Funds.
By order of the Board of Directors,
Martin A. Cramer
Secretary
Dated: March 1, 2000
Kansas City, Missouri
<PAGE>
EXHIBIT A
Form of New Management Agreement
MANAGEMENT AGREEMENT
between
UMB BANK, n.a.
and
UMB SCOUT WORLDWIDE FUND, INC.
(on behalf of UMB Scout WorldWide Fund and UMB Scout WorldWide Select Fund)
THIS AGREEMENT, made and entered into as of the ____ day of __________, 2000,
by and between UMB Scout Worldwide Fund, Inc., a Maryland corporation,
(the "Corporation") on behalf of its UMB Scout Worldwide Fund and
UMB Scout Worldwide Select Fund series (the "Funds"), and UMB Bank, n.a., a
national bank (the "Manager"), and which Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute but one instrument.
WHEREAS the Corporation was founded for the purpose of engaging in
the business of investing and reinvesting its property and assets and to operate
as an open-end, diversified, management investment company, as defined in the
Investment Company Act of 1940, as amended (the "Act"), under which it is
registered with the Securities and Exchange Commission, and
WHEREAS the Manager is engaged in the business of supplying
investment advice and management services to registered investment companies, as
an independent contractor, and
WHEREAS the Corporation and the Manager desire to enter into a
contractual arrangement whereby the Manager provides investment advice and
management services to the Corporation, on behalf of the Funds, for a fee,
NOW THEREFORE, in consideration of the mutual promises herein
contained, and other good and valuable consideration, receipt of which is hereby
acknowledged, it is mutually agreed and contracted by and between the parties
hereto that:
1. The Corporation hereby employs the Manager, for the period set
forth in Paragraph 6 hereof, and on the terms set forth herein, to render
investment advice and management service to the Funds, subject to the
supervision and direction of the Board of Directors of the Corporation. The
Manager hereby accepts such employment and agrees, during such period, to render
the services and assume the obligations herein set forth, for the compensation
herein provided. The Manager shall, for all purposes herein, be deemed to be an
independent contractor, and shall, unless otherwise expressly provided and
authorized, have no authority to act for or represent the Corporation in any
way, or in any other way be deemed an agent of the Corporation.
<PAGE>
The Manager shall furnish the Funds investment management and
administrative services. Investment management shall include analysis, research
and portfolio recommendations consistent with the Funds' objectives and
policies. Administrative services shall include the services and compensation of
such members of the Manager's organization as shall be duly elected officers
and/or Directors of the Corporation and such other personnel as shall be
necessary to carry out its normal operations; fees of the independent Directors,
the custodian, the independent public accountant and legal counsel (but not
legal and audit fees and other costs in contemplation of or arising out of
litigation or administrative actions to which the Corporation, its officers or
Directors are a party or incurred in anticipation of becoming a party); rent;
the cost of a transfer and dividend disbursing agent or similar in-house
services; bookkeeping; accounting; and all other clerical and administrative
functions as may be reasonable and necessary to maintain the Corporation's
records and for it to operate as an open-end management investment company.
Exclusive of the management fee, the Corporation shall bear the cost of any
interest, taxes, dues, fees and other charges of governments and their agencies,
including the cost of qualifying its shares for sale in any jurisdiction,
brokerage commissions or any other expenses incurred by it which are not assumed
herein by the Manager.
All property, equipment and information used by the Manager in the
management and administration of the Corporation, on behalf of the Funds, shall
belong to the Manager. Should the management and administrative relationship
between the Corporation and the Manager terminate, the Corporation shall be
entitled to, and the Manager shall provide the Corporation, a copy of all
information and records in the Manager's file necessary for the Corporation to
continue its functions, which shall include computer systems and programs in use
as of the date of such termination; but nothing herein shall prohibit thereafter
the use of such information, systems or programs by the Manager, so long as such
does not unfairly interfere with the continued operation of the Corporation.
Subject to compliance with the requirements of the Act, the Manager
may retain as a sub-adviser to the Funds, at the Manager's own expense, any
investment adviser registered under the Investment Advisers Act of 1940, as
amended.
2. a.
The Manager shall place and execute each Fund's orders for the purchase and sale
of portfolio securities with broker-dealers. Subject to the obtaining the best
available prices and execution, the Manager is authorized to place orders for
the purchase and sale of portfolio securities for the Funds with such
broker-dealers as it may select from time to time. Subject to subparagraph (b)
below, the Manager is also authorized to place transactions with brokers who
provide research or statistical information or analyses to the Funds, to the
Manager, or to any other client for which the Manager provides investment
advisory services. Subject to obtaining the best available prices and execution,
the Manager may also place brokerage transactions with broker-dealers who sell
shares of the Funds. Broker-dealers who sell shares of the Funds shall only
receive orders for the purchase or sale of portfolio securities to the extent
that the placing of such orders is in compliance with the Rules of the U.S.
Securities and Exchange Commission and the National Association of Securities
Dealers, Inc. The Manager also agrees that it will cooperate with the
Corporation to execute instructions that brokerage transactions be allocated to
brokers or dealers who provide benefits directly to the Corporation or the
Funds.
<PAGE>
b. Notwithstanding the provisions of subparagraph (a) above and
subject to such policies and procedures as may be adopted by the Board of
Directors and officers of the Corporation, the Manager is authorized to pay a
member of an exchange, broker or dealer an amount of commission for effecting a
securities transaction in excess of the amount of commission another member of
an exchange, broker or dealer would have charged for effecting that transaction,
in such instances where the Manager has determined in good faith that such
amount of commission was reasonable in relation to the value of the brokerage
and research services provided by such member, broker or dealer, viewed in terms
of either that particular transaction or the Manager's overall responsibilities
with respect to the Funds and to other clients for which the Manager exercises
investment discretion.
c. The Manager is authorized to direct portfolio transactions to a
broker which is an affiliated person of the Manager or the Corporation in
accordance with such standards and procedures as may be approved by the Board in
accordance with Rule 17e-1 under the Act, or other rules promulgated by the U.S.
Securities and Exchange Commission. Any transaction placed with an affiliated
broker must (i) be placed at best price and execution, and (ii) may not be a
principal transaction.
3. As compensation for the services to be rendered to the Corporation
and the Funds by the Manager under the provisions of this Agreement, the
Corporation agrees to pay from the assets of the Funds semimonthly to the
Manager an annual fee based on the average total net assets of the Fund computed
daily in accordance with its Articles of Incorporation and By-Laws as follows:
a. One and ten one-hundredths of one percent (1.10%) of the average
total net assets of each Fund for the first five hundred million ($500,000,000)
in fund assets; one percent (1.00%) of the average total net assets of each Fund
for the next five hundred million in fund assets ($500 million -- $1 billion);
and ninety one-hundredths of one percent (0.90%) of the average total net assets
of each Fund for assets over one billion.
b. Should the Funds' normal operating expenses exclusive of taxes,
interest, brokerage commission and extraordinary costs exceed limits established
by any law, rule or regulation of any jurisdiction in which the Funds' shares
are registered for sale, the Manager shall reimburse the Funds in the amount of
the excess.
4. It is understood and agreed that the services to be rendered by
the Manager to the Corporation under the provisions of this Agreement are not to
be deemed exclusive, and the Manager shall be free to render similar or
different services to others so long as its ability to render the services
provided for in this Agreement shall not be impaired thereby.
5. It is understood and agreed that the Directors, officers, agents,
employees and shareholders of the Corporation may be interested in the Manager
as owners, employees, agents or otherwise, and that owners, employees and agents
of the Manager may be interested in the Corporation as shareholders or
otherwise. It is understood and agreed that shareholders, officers, Directors
and other personnel of the Manager are and may continue to be officers and
Directors of the Corporation, but that they receive no remuneration from the
Corporation solely for acting in those capacities.
<PAGE>
6. This Agreement shall become effective as to each Fund pursuant to
its approval by the Board of Directors of the Corporation and by the vote of a
majority of the outstanding voting securities of the Fund as prescribed by the
Act. It shall remain in force for an initial period of two years, and thereafter
may be renewed for successive periods not exceeding one year only so long as
such renewal and continuance is specifically approved at least annually by the
Board of Directors or by vote of a majority of the outstanding voting securities
of the Fund as prescribed by the Act, and only if the terms and the renewal of
this Agreement have been approved by a vote of a majority of the Directors of
the Corporation including a majority of the Directors who are not parties to the
Agreement or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval. No amendment to this
Agreement shall be effective unless the terms thereof have been approved by the
vote of a majority of outstanding voting securities of the affected Fund as
prescribed by the Act (unless shareholder approval of the amendment would not be
required to be consistent with the U.S. Securities and Exchange Commission
interpretations of Section 15 of the Act), and by vote of a majority of the
Directors of the Corporation who are not parties to the Agreement or interested
persons of any such party, cast in person at a meeting called for the purpose of
voting on such approval. It shall be the duty of the Board of Directors of the
Corporation to request and evaluate, and the duty of the Manager to furnish,
such information as may reasonably be necessary to evaluate the terms of this
Agreement and any amendment thereto.
7. This Agreement may be terminated at any time, without the payment
of any penalty, by the Board of Directors of the Corporation, or by the vote of
a majority of the outstanding voting shares of the Corporation as prescribed by
the Act on not more than sixty (60) days written notice to the Manager, and it
may be terminated by the Manager upon not less than sixty (60) days written
notice to the Corporation. It shall terminate automatically in the event of its
assignment by either party unless the parties hereby, by agreement, obtain an
exemption from the U.S. Securities and Exchange Commission from the provisions
of the Act pertaining to the subject matter of this paragraph. Any notice,
request or instruction provided for herein, or for the giving of which, the
occasion may arise hereunder, shall be deemed duly given, if in writing and
mailed by registered mail, postage prepaid, addressed to the regular executive
office of the Corporation or the Manager, as the case may be. As used in this
Agreement, the terms "assignment," "a majority of the outstanding voting
securities" and "interested persons" shall have the same meaning as similar
terms contained in the Act.
8. The Manager shall not be liable for any error in judgment or
mistake at law for any loss suffered by the Corporation or Funds in connection
with any matters to which this Agreement relates, except that nothing herein
contained shall be construed to protect the Manager against any liability by
reason of willful misfeasance, bad faith or gross negligence in the performance
of duties or by reckless disregard of its obligations or duties under this
Agreement.
<PAGE>
9. This Agreement may not be amended, transferred, assigned, sold or
in any manner hypothecated or pledged, nor may any new agreement become
effective without the affirmative vote or written consent of the holders of a
majority of the outstanding voting securities of the Funds as prescribed by the
Act. UMB SCOUT WORLDWIDE FUND, INC.
By:
Stephen S. Soden
President
ATTEST:
Martin A. Cramer
Vice President and Secretary
[SEAL]
UMB BANK, n.a.
By:
Name
Title
ATTEST:
Name:
Title:
[SEAL]
<PAGE>
EXHIBIT B
UMB DIRECTORS
Name/Business Address
Don R. Armacost, Jr.
President and CEO
Peterson Manufacturing Company
4200 East 135th Street
Grandview, MO 64030
J. Fred Ball
President
Balls' Price Chopper Foods
and Hen House Markets
5300 Speaker Road
Kansas City, KS 66106
Paul D. Bartlett, Jr.
Chairman of the Board
Bartlett and Company
4800 Main Street, Suite 600
Kansas City, MO 64112
Douglas M. Carolan
President and CEO
Associated Wholesale Grocers, Inc.
5000 Kansas Avenue
Kansas City, KS 66106
Robert K. Green
President
UtiliCorp United, Inc.
20 West 9th Street
Kansas City, MO 64105
Jeffrey B. Hanes
President
Carter-Waters Corporation
2440 West Pennway
Kansas City, MO 64108
Gary E. Hanman
President & CEO
Dairy Farms of America, Inc.
P.O. Box 909700
Kansas City, MO 64190-9700
Gordon F. Harton
President
Lee Company
9001 West 67th Street
Merriam, KS 66202
Barnett C. Helzberg, Jr.
President
Shirley and Barnett Helzberg Foundation
Twentieth Century Tower II
4520 Main, Suite 1050
Kansas City, MO 64111-1816
<PAGE>
Richard F. Jones
President
Fidelity Security Life Insurance Company
3130 Broadway
Kansas City, MO 64111
Alexander C. Kemper
Chairman and CEO
UMB Bank, n.a.
P.O. Box 419226
Kansas City, MO 64141-6226
R. Crosby Kemper III
Vice Chairman and President
of the St. Louis Region
UMB Bank, n.a.
P.O. Box 66919
St. Louis, MO 63166
Cathleen Dodson Macauley
Chairman and CEO
Dodson Group
92nd and State Line
Kansas City, MO 64114
Gregory S. Maday
Co-President
Conspec Marketing &
Manufacturing Co., Inc.
636 South 66th Terrace
Kansas City, KS 66111-2344
Timothy R. Murphy
President and CEO
Mid-America Holding Company
1524 N. Corrington
Kansas City, MO 64120
Edward S. Riss
Chairman of the Board
Riss Intermodal Corporation
215 West Pershing Road - #200 Kansas City, MO 64108
Dave G. Ruf, Jr.
Chairman, President and CEO
Burns & McDonnell
Engineering Company, Inc.
9400 Ward Parkway
Kansas City, MO 64114
James A. Sangster
President
UMB Bank, n.a.
P.O. Box 419226
Kansas City, MO 64141-6226
L. Joshua Sosland
Vice President
Sosland Companies, Inc.
4800 Main Street, Suite 100
Kansas City, MO 64121
<PAGE>
Charles A. Sullivan
Chairman and CEO
Interstate Brands Corporation
12 East Armour Boulevard
P.O. Box 1627
Kansas City, MO 64141
Craig D. Sutherland
Partner
Sutherland Lumber Company
4000 Main Street
Kansas City, MO 64111
Herman R. Sutherland
Managing Partner
Sutherland Lumber Company
400 Main Street
Kansas City, MO 64111
John W. Uhlmann
Chairman of the Board
The Uhlmann Company
P.O. Box 419410
Kansas City, MO 64141
William D. Wagner
President
Columbian Steel Tank Company
P.O. Box 2907
Kansas City, KS 66110
<PAGE>
EVERY SHAREHOLDER'S VOTE IS IMPORTANT
PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY!
Please fold and detach card at perforation before mailing
PROXY PROXY
SPECIAL SHAREHOLDERS' MEETING OF
UMB SCOUT WORLDWIDE FUND, INC.
(on behalf of the UMB Scout WorldWide Fund)
May 2, 2000
The undersigned hereby revokes all previous proxies for his or her shares and
appoints Stephen S. Soden, P. Bradley Adams and Martin A. Cramer, and each of
them, proxies of the undersigned with full power of substitution to vote all
shares of UMB Scout Worldwide Fund (the "Fund") that the undersigned is entitled
to vote at the Special Shareholder's Meeting (the "Meeting") to be held at the
offices of Jones & Babson, Inc., on the 19th floor of the BMA Tower, 700 Karnes
Boulevard, Kansas City, Missouri at 10:00 a.m., Central time on May 2,
2000, including any adjournments thereof, upon such business as may properly
be brought before the Meeting.
IMPORTANT: PLEASE SEND IN YOUR PROXY TODAY.
You are urged to date and sign this proxy and return it promptly. This will save
the expense of follow-up letters to shareholders who have not responded.
Note: please sign exactly as your name appears on the proxy.
If signing for estates, trusts or corporations, title or
capacity should be stated. If shares are held jointly,
each holder must sign.
____________________________________
Signature(s)
____________________________________
Date
IMPORTANT: PLEASE SIGN AND MAIL IN YOUR PROXY...TODAY
(Please see reverse side)
<PAGE>
EVERY SHAREHOLDER'S VOTE IS IMPORTANT
PLEASE SIGN AND PROMPTLY RETURN IN THE ACCOMPANYING ENVELOPE. NO POSTAGE
REQUIRED IF MAILED IN THE U.S.
Please fold and detach card at perforation before mailing.
This proxy is solicited on behalf of the Board of Directors of UMB Scout
WorldWide Fund, Inc. (the "Company"), on behalf of the UMB Scout WorldWide Fund
series (the "Fund"). It will be voted as specified. If no specification is made,
this proxy shall be voted in favor of Proposals 1 (including all nominees for
Director), 2, 3 and 4. If any other matters properly come before the Meeting
about which the proxyholders were not aware prior to the time of the
solicitation, authorization is given the proxyholders to vote in accordance with
the views of management on such matters. Management is not aware of any such
matters.
<TABLE>
<CAPTION>
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE IN FAVOR OF PROPOSALS 1
THROUGH 4
1. Election of Directors: FOR all Vote Withheld For all nominees (except as
nominees for all marked to the contrary)
<S> <C> <C> <C>
Stephen S. Soden William E. Hoffman
Stephen F. Rose Stuart Wein
Eric T. Jager
To withhold authority to vote for any individual nominee, write the nominees
name on the line provided below.
____________________________________________________________________
2. To ratify the selection of Baird,
Kurtz & Dobson as the Company's FOR AGAINST ABSTAIN
independent auditors for the fiscal
year ending June 30, 2000.
3. To approve a new Management Agreement
between the Company, on behalf of the FOR AGAINST ABSTAIN
Fund, and UMB Bank, n.a.
4. To grant the proxyholders authority
to vote upon any other business that may GRANT WITHHOLD ABSTAIN
properly come before the Meeting or any
adjournments thereof.
</TABLE>
IMPORTANT: PLEASE SIGN AND MAIL IN YOUR PROXY...TODAY
<PAGE>
EVERY SHAREHOLDER'S VOTE IS IMPORTANT
PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY
Please fold and detach card at perforation before mailing
PROXY PROXY
SPECIAL SHAREHOLDERS' MEETING OF
UMB SCOUT WORLDWIDE FUND, INC.
(on behalf of the UMB Scout WorldWide Select Fund)
May 2, 2000
The undersigned hereby revokes all previous proxies for his or her shares and
appoints Stephen S. Soden, P. Bradley Adams and Martin A. Cramer, and each of
them, proxies of the undersigned with full power of substitution to vote all
shares of UMB Scout Worldwide Select Fund (the "Fund") that the undersigned is
entitled to vote at the Special Shareholders' Meeting (the "Meeting") to be
held at the offices of Jones & Babson, Inc., on the 19th floor of the BMA
Tower, 700 Karnes Boulevard Kansas City, Missouri at 10:00 a.m.,
Central time on May 2, 2000, including any adjournments thereof, upon such
business as may properly be brought before the Meeting.
IMPORTANT: PLEASE SEND IN YOUR PROXY TODAY.
You are urged to date and sign this proxy and return it promptly. This will save
the expense of follow-up letters to shareholders who have not responded.
Note: please sign exactly as your name appears on the proxy.
If signing for estates, trusts or corporations, title or
capacity should be stated. If shares are held jointly,
each holder must sign.
____________________________________
Signature(s)
____________________________________
Date
IMPORTANT: PLEASE SIGN AND MAIL IN YOUR PROXY...TODAY
(Please see reverse side)
<PAGE>
EVERY SHAREHOLDER'S VOTE IS IMPORTANT
PLEASE SIGN AND PROMPTLY RETURN IN THE ACCOMPANYING ENVELOPE. NO POSTAGE
REQUIRED IF MAILED IN THE U.S.
Please fold and detach card at perforation before mailing.
This proxy is solicited on behalf of the Board of Directors of UMB Scout
WorldWide Fund, Inc. (the "Company") on behalf of the UMB WorldWide Select Fund
series (the "Fund"). It will be voted as specified. If no specification is made,
this proxy shall be voted in favor of Proposals 1 (including all nominees for
Director), 2, 3 and 4. If any other matters properly come before the Meeting
about which the proxyholders were not aware prior to the time of the
solicitation, authorization is given the proxyholders to vote in accordance with
the views of management on such matters. Management is not aware of any such
matters.
<TABLE>
<CAPTION>
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE IN FAVOR OF PROPOSALS 1
THROUGH 4
1. Election of Directors: FOR all Vote Withheld For all nominees (except as
nominees for all marked to the contrary)
<S> <C> <C> <C>
Stephen S. Soden William E. Hoffman
Stephen F. Rose Stuart Wein
Eric T. Jager
To withhold To withhold authority to vote for any individual nominee, write the
nominees name on the line provided below.
____________________________________________________________________
2. To ratify the selection of Baird,
Kurtz & Dobson as the Company's FOR AGAINST ABSTAIN
independent auditors for the fiscal
year ending June 30, 2000.
3. To approve a new Management Agreement
between the Company, on behalf of the FOR AGAINST ABSTAIN
Fund, and UMB Bank, n.a.
4. To grant the proxyholders authority
to vote upon any other business tha may GRANT WITHHOLD ABSTAIN
properly come before the Meeting or any
adjournments thereof.
</TABLE>
IMPORTANT: PLEASE SIGN AND MAIL IN YOUR PROXY...TODAY
