SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials [ ] Soliciting Material Pursuant
to Section 240.14a-11(c) or Section 240.14a-12
Scout Stock Fund, Inc. - File No. 811-3557
Scout Regional Fund, Inc. - File No. 811-4860
Scout Bond Fund, Inc. - File No. 811-3558
Scout Money Market Fund, Inc. - File No. 811-3528
Scout Tax-Free Money Market Fund, Inc.-811-3556
Scout WorldWide Fund, Inc. - File No. 811-7472
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
Per each Registrant
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[X ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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JOINT PROXY STATEMENT
SCOUT STOCK FUND, INC.
SCOUT REGIONAL FUND, INC.
SCOUT BOND FUND, INC.
SCOUT MONEY MARKET FUND, INC.
SCOUT TAX-FREE MONEY MARKET FUND, INC.
SCOUT WORLDWIDE FUND, INC.
THREE CROWN CENTER
2440 Pershing Road
Kansas City, Missouri 64108
To The Shareholders of:
Scout Stock Fund, Inc.
Scout Regional Fund, Inc.
Scout Bond Fund, Inc.
Scout Money Market Fund, Inc.
Scout Tax-Free Money Market Fund, Inc.
Scout WorldWide Fund, Inc.
The attached proxy statement discusses a proposal related to the change in
manager for each of Scout Stock Fund, Inc., Scout Regional Fund, Inc., Scout
Bond Fund, Inc., Scout Money Market Fund, Inc., Scout Tax-Free Money Market
Fund, Inc. and Scout WorldWide Fund, Inc. (the "Fund(s)" or the "Scout Fund(s)
"). As a shareholder in a Scout Fund, we ask you to review the statement and
cast your vote on the Proposal as it concerns your Fund. Each Fund's Board of
Directors has recommended that shareholders approve the Proposal.
Under the terms of the proposal for each Fund, UMB Bank, n.a. will replace
Jones & Babson, Inc. as manager to the Fund. The proposed change in manager
will necessitate approval of a new investment management
agreement between UMB Bank, n.a. and each of the Scout Funds. The proposed
new investment management agreement is identical in all substantive respects
to the existing agreement, as it relates to compensation and
services rendered, and differs in their effective and termination dates, as
well as the change in the manager.
We look forward to receiving your vote in favor of the Proposal. Thank you
for your support of the Funds.
Sincerely,
Larry D. Armel
President
IMPORTANT...
PLEASE VOTE AND RETURN YOUR PROXY PROMPTLY
We urge you to vote on the proposal, Date, Sign and Return the Enclosed Proxy
Promptly. This will assist your Fund in obtaining a Quorum at its Special
Meeting and Avoid the Expense of an Adjournment Until a Quorum can be
obtained. Thank You.
SCOUT STOCK FUND, INC.
SCOUT REGIONAL FUND, INC.
SCOUT BOND FUND, INC.
SCOUT MONEY MARKET FUND, INC.
SCOUT TAX-FREE MONEY MARKET FUND, INC.
SCOUT WORLDWIDE FUND, INC.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
December 18, 1995
TO THE SHAREHOLDERS OF:
Scout Stock Fund, Inc.
Scout Regional Fund, Inc.
Scout Bond Fund, Inc.
SCOUT MONEY MARKET FUND, INC.
Scout Tax-Free Money Market Fund, Inc.
Scout WorldWide Fund, Inc.
A special meeting of shareholders of Scout Stock Fund, Inc., Scout Regional
Fund, Inc., Scout Bond Fund, Inc., Scout Money Market Fund, Inc., Scout
Tax-Free Money Market Fund, Inc. and Scout WorldWide Fund, Inc. (known as
the "Fund(s)" or the "Scout Fund(s)") will be held at their office, Three
Crown Center, 2440 Pershing Road, Kansas City, Missouri, 64108 on December
18, 1995 at the following times and for the following purposes:
Scout Stock Fund, Inc. 2:00 p.m.
Scout Regional Fund, Inc. 2:30 p.m.
Scout Bond Fund, Inc. 3:00 p.m.
Scout Money Market Fund, Inc. 3:30 p.m.
Federal Portfolio
Prime Portfolio
Scout Tax-Free Money Market Fund, Inc. 4:00 p.m.
Scout WorldWide Fund, Inc. 4:30 p.m.
(1) Each Fund will vote to approve or disapprove a new Management
Agreement between UMB Bank, n.a. and the Fund.
(2) To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors of each of the Scout Funds has fixed the close of
business on November 17, 1995, as the record date for determining shareholders
entitled to notice of and to vote at the meeting.
Kansas City, Missouri By order of the Board of Directors
November 24, 1995 Martin A. Cramer, Secretary
JOINT PROXY STATEMENT
SCOUT STOCK FUND, INC.
SCOUT REGIONAL FUND, INC.
SCOUT BOND FUND, INC.
SCOUT MONEY MARKET FUND, INC.
SCOUT TAX-FREE MONEY MARKET FUND, INC.
SCOUT WORLDWIDE FUND, INC.
SPECIAL MEETING OF SHAREHOLDERS, DECEMBER 18, 1995
THIS STATEMENT IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY
THE BOARD OF DIRECTORS OF SCOUT STOCK FUND, INC., SCOUT REGIONAL FUND, INC.,
SCOUT BOND FUND, INC., SCOUT MONEY MARKET FUND, INC., SCOUT TAX-FREE MONEY
MARKET FUND, INC. AND SCOUT WORLDWIDE FUND, INC. to be voted at the special
meeting of shareholders of each of the Scout Funds to be held on December 18,
1995, at Three Crown Center, 2440 Pershing Road, Kansas City, Missouri 64108
at the times stated in the Notice attached hereto and at all adjournments
thereof. The date of the first mailing of this proxy to shareholders was on
or prior to November 27, 1995.
If your Proxy is properly executed and returned in time to be voted at the
meeting, the shares represented by it and which have not been redeemed at the
time will be voted as you have instructed. IF NO CHOICE IS INDICATED, PROXIES
WILL BE VOTED IN FAVOR OF THE PROPOSAL STATED IN THE NOTICE OF THE MEETING.
YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO ITS EXERCISE BY PRESENTING TO
THE PROXY HOLDERS A WRITTEN REVOCATION SIGNED IN THE SAME MANNER AS THE PROXY.
Abstentions and broker non-votes will be included for the purposes of
determining whether a quorum is present at a meeting, but will be treated as
votes not cast and, therefore will not be counted for purposes of determining
whether matters to be voted upon at the meeting have been approved.
The costs of this meeting, including the solicitation of proxies, will be
borne by UMB Bank, n.a., which will not seek reimbursement from the Funds
for such costs. The principal solicitation of proxies will be by mail, but
they may be solicited on behalf of management by telephone, telegraph and
personal contact through Directors, officers and regular employees of the
management, whose duties relate to the management and administration of the
Funds.
Each Fund has only one class of voting stock, its common capital stock. The
Scout Money Market Fund is composed of two separate series. Shareholders of
each of the Scout Funds are entitled to one vote per share on all business
of the meeting. Shares entitled to be voted at a meeting or any adjournment
thereof are those full and fractional shares owned by shareholders of record
as of the close of business on November 17, 1995, and which have not been
redeemed at the time they are to be voted. Each Scout Fund will vote as a
separate Fund on the proposal to approve a new investment management agreement
with UMB Bank, n.a. The Scout Fund shares outstanding on the record date are
as follows:
Total
Shares
Fund Name Outstanding
Scout Stock Fund, Inc. 8,854,662.858
Scout Regional Fund, Inc. 3,434,880.492
Scout Bond Fund, Inc. 6,991,916.826
Scout Money Market Fund, Inc.
Federal Portfolio 238,342,254.890
Prime Portfolio 306,935,765.220
Scout Tax-Free Money Market Fund, Inc. 91,269,114.470
Scout WorldWide Fund, Inc. 1,914,097.132
To the knowledge of the Funds, there is no beneficial owner of more than 5%
of the outstanding common capital stock of any of the Funds. At November 17,
1995, the officers and Directors of each of the Funds as a group beneficially
owned less than 1% of the shares of each corresponding Fund.
In the event a quorum is not present at a meeting or in the event that a
quorum is present but sufficient votes to approve the proposed item are not
received, the persons named as proxies may propose one or more adjournments
of a meeting to permit further solicitation of proxies. Any such adjournment
will require the affirmative vote of a majority of those shares represented
at such meeting in person or by proxy. The persons named as proxies will vote
those proxies that they are entitled to vote FOR any such proposal, in favor
of such an adjournment, and will vote those proxies required to be voted
AGAINST any such proposal, against any such adjournment.
Jones & Babson, Inc. ("Jones & Babson"), Three Crown Center, 2440 Pershing
Road, Kansas City, Missouri 64108, currently serves as the Fund's investment
manager, principal underwriter and administrator. With respect to each Fund,
if the proposal is approved by the Fund, Jones & Babson will continue to
serve as principal underwriter for the Fund.
(1) APPROVAL OR DISAPPROVAL OF THE NEW MANAGEMENT AGREEMENTS
The Directors of each Fund are proposing that shareholders of each
corresponding Fund approve new investment management agreements (the "New
Management Agreements"). The proposed New Management Agreements appoint UMB
Bank, n.a. ("UMB") as investment manager to replace Jones & Babson, the
current investment manager and are otherwise identical in all substantive
respects to the existing Agreements (the "Old Management Agreements"),
differing only in their effective and termination dates. Shareholder approval
is required for the New Management Agreements. A description of the New
Management Agreements and the services to be provided by UMB is set forth
below. This description is qualified in its entirety by reference to the
forms of New Management Agreements, which are attached as Exhibits A through
F to this Proxy Statement.
In connection with their approval of the proposed New Management Agreements,
the Directors of each Fund considered that the terms of the New Management
Agreements do not contemplate any change in the Fund's investment objectives
or policies, the personnel acting as portfolio managers of each Fund under
the Fund's existing Investment Counsel Agreement with UMB, or the shareholder
services or other business activities of the Fund.
While Jones & Babson currently is the statutory investment manager of all of
the Scout Funds, the investment counsel duties of day-to-day portfolio
management are performed by UMB. UMB acts as investment counsel for each of
the Scout Funds. The existing Investment Counsel Agreement between each Fund
and UMB will terminate upon approval and at the effective date of the New
Management Agreements. UMB will continue to perform its portfolio supervision
duties for each Fund pursuant to the terms of the New Management Agreements.
Under the terms of each of the New Management Agreements, substantially all
of the corresponding Fund's management and normal operating functions will be
provided by UMB. UMB has a broad investment analysis and research staff.
Management of each Fund believes that investment counsel and administrative
activities can be conducted in a more cost efficient and effective manner if
all investment management functions are performed by UMB. The proposed
arrangement may also be more generally pleasing to Fund shareholders, a
large proportion of which avail themselves of banking and other related
services offered by UMB. The proposed arrangement does not involve any
increase in fees charged to any of the Fund shareholders. It is possible
that the efficiencies which may be achieved could positively impact the
Funds' operating costs in the future. There is no guarantee that this will
occur.
At a meeting held on October 25, 1995, the Directors of each of the Funds,
including a majority of independent Directors of the corresponding Fund,
approved the New Management Agreements. The Directors
recommend that shareholders vote to approve the New Management Agreements.
The management fee covers all of each Fund's normal operating expenses
exclusive of taxes, brokerage, interest and fees and other charges of
governments and their agencies including the cost of qualifying each Fund's
shares for sale in any jurisdiction. Not considered normal operating expenses
and therefore payable by the respective Fund would be legal and accounting
fees incurred in anticipation of or arising out of litigation or
administrative proceedings to which the Fund, its Directors or officers may
be subject or a party thereto. UMB agrees to provide all management,
supervisory, administrative and normal operating services required by the
Fund. As compensation for all of the foregoing services, each Fund currently
pays Jones & Babson under the Old Management Agreements and will pay UMB
under the New Management Agreements the fees described on the following page:
Normal operating expenses paid under the Old and New Management Agreements
include fees of the custodian, officers and other personnel; rent;
shareholder services, including maintenance of the shareholder
accounting system and transfer agency; and such other items as are incidental
to corporate administration. The Old Management Agreements also provided that
Jones & Babson would pay from its management fee an investment counsel fee to
UMB. The New Management Agreements do not provide for payment by UMB of an
investment counsel fee to a separate entity, since UMB will fulfill the
duties of the investment counsel under the New Management Agreements.
Normally, a Fund's ratio of expenses to assets will be the management fee.
In comparing the operating costs of a Fund with other funds of similar size
and circumstance, the management fee should be compared to the operating
expense ratio of those funds whose investment advisory fee does not include
such a comprehensive list of services and whose operating expense ratio
includes the investment advisory fee plus all other operating expenses paid
by such Fund.
Annual Fund Operating Expenses. The proposed New Management Agreements
provide for payment of a fee identical to the fee payable under the existing
Management Agreements. If the proposed New Management Agreements had been in
effect during the most recent fiscal year, total Fund operating expenses
would have been the same as the expenses at the end of the most recent fiscal
year (see table above).
The Old and the New Management Agreements, respectively, provide that the
manager, including but not limited to the officers, Directors, employees and
other personnel of each, shall not be liable to a Fund or any shareholder for
anything done or omitted, except acts or omissions involving misfeasance, bad
faith, gross negligence, or reckless disregard of the duties imposed on the
manager by the Old and the New Management Agreement or for any losses that
may be sustained in the purchase, holding or sale of any security.
Each of the proposed New Management Agreements between a Fund and UMB will
become effective on January 1, 1996, if approved by shareholders at this
Special Meeting. The Agreements were approved by the Board of Directors on
October 25, 1995. The terms of the Old and New Management Agreements,
respectively, provide that the agreements will continue automatically for
successive annual periods so long as such continuance is specifically
approved at least annually by the Board of Directors of the corresponding
Fund or by the vote of a majority of the outstanding voting securities of
the corresponding Fund (for the purpose of an initial approval or a
continuance, approval by the lesser of either 50% of the total voting shares
of the corresponding Fund or 67% of the shares present at a shareholder
meeting, if the holders of more than 50% of the outstanding shares entitled
to vote at the meeting are present in person or by proxy, shall constitute
shareholder approval) and provided also that such continuance is approved by
a vote of the majority of the Directors who are not parties to the Agreement
or interested persons of any such party at a meeting held in person and
called specifically for the
purpose of evaluating and voting on such approval.
If the Board's approval is ratified by either more than 50% of the
corresponding Fund's outstanding shares entitled to vote at the meeting or
by a two-thirds majority of the shares present at such meeting if the holders
of more than 50% of the outstanding shares entitled to vote at the meeting
are present in person or by proxy, the New Management Agreement will be
approved. No arrangements have been made in connection with the New Management
Agreement with respect to the composition of the Board of Directors of the
Fund or UMB. Each of the Funds paid custodian fees and portfolio accounting
fees to UMB during the most recent fiscal year (see table above). These
services will continue to be provided after the New Management Agreements
are approved. UMB does not currently serve as investment manager to any other
funds having investment objectives similar to the Scout Funds. UMB does serve
as investment manager to Scout Balanced Fund and receives a Management Fee of
.85% of average daily assets, pursuant to substantially identical terms as
the New Management Agreements. If the New Management Agreements are not
approved, the Board of each Fund will meet and consider what further action
must be taken.
The proposed New Management Agreements between each Fund and UMB are set out
under Exhibits A through F.
The Board of Directors recommends that shareholders vote to approve the New
Management Agreements.
(2) OTHER BUSINESS
The Board of Directors knows of no other business to be brought before the
meetings, however, if other matters properly come before a meeting, it is
intended that the persons named in the accompanying proxy will vote all
proxies not containing specific instructions to the contrary in accordance
with their best judgment on such other matters.
THE PRINCIPAL EXECUTIVE OFFICERS AND DIRECTORS OF
JONES & BABSON
Name and Address Principal Occupation
Larry D.Armel1 President and Director of Jones & Babson, the Scout Funds and
other funds managed by Jones & Babson.
Stephen S. Soden2 Chairman; also President, BMA Financial Services, Inc.
Giorgio Balzer2 Director; also, Chairman and Chief Executive Officer Business
Men's Assurance Company of America; Director of Commerce Bancshares, Inc. and
Home Office Reference Laboratory, Inc.
J. William Sayler2 Director; also, President, Business Men's Assurance
Company of America; Director of American Royal Association, Life Insurance
Marketing Research Association and St. Luke's Hospital - Kansas City, MO.
Edward S. Ritter2 Director; also, Vice President, Business Men's
Assurance Company of America; Director of Preferred Physicians Mutual Risk
Retention Group and U.S. Physicians Mutual Risk Retention Group.
Robert N. Sawyer2 Director; Senior Vice President, Business Men's
Assurance Company of America.
Vernon W. Voorhees2 Director; Senior Vice President, Business Men's
Assurance Company of America.
Name and Address Principal Occupation
P. Bradley Adams1 Vice President, Chief Financial Officer and Treasurer,
Jones & Babson; Vice President and Treasurer of the Scout Funds and other
funds managed by Jones & Babson.
Michael A. Brummel1 Vice President, Chief Administrative Officer,
Assistant Secretary and Assistant Treasurer, Jones & Babson. Vice President,
Assistant Secretary and Assistant Treasurer of the Scout Funds and other funds
managed by Jones & Babson.
Martin A. Cramer1 Vice President and Secretary, Jones & Babson, the
Scout Funds and other funds managed by Jones & Babson.
Elizabeth L. Allwood1 Assistant Vice President and Assistant Secretary,
Jones & Babson; Assistant Secretary of the Scout Funds and other funds
managed by Jones & Babson.
John G. Dyer1 Assistant Secretary and Legal Counsel, Jones & Babson, Vice
President and Legal Counsel, the Scout Funds and Assistant Secretary and
Legal Counsel of other funds managed by Jones & Babson.
Constance E. Martin1 Assistant Vice President, Jones & Babson, the Scout
Funds and other funds managed by Jones & Babson.
Each officer or director of a Fund who is also an officer, employee, or
director of Jones & Babson, is listed above. No officer or director of a
Scout Fund is an officer, employee or director of UMB. UMB is a national
bank, wholly-owned subsidiary of UMB Financial Corporation, a publicly held
bank holding company.
PRINCIPAL EXECUTIVE OFFICERS AND DIRECTORS OF UMB3
Directors; Don R. Armacost, Jr., J. Fred Ball, Paul D. Bartlett, Jr., Walter
E. Bixby, Mike DeFabis, Frederick M. Dierks*, Cathleen Dodson, Louis Fox*,
Charles A. Garney, Peter J. Genovese*, Robert K. Green, Jeffrey B. Hanes,
Barnett C. Helzberg, Jr., Richard F. Jones, Alexander C. Kemper, R. Crosby
Kemper, R. Crosby Kemper, III, Timothy A. Lambeth, Edward J. McShane, Jr.*,
Henry Nottberg, III, Douglas F. Page*, Edward S. Riss, Dave G. Ruf, Jr.,
James A. Sangster*, Samuel L. Sawyer, Charles A. Sullivan, Craig D.
Sutherland, Herman R. Sutherland, H. Stephen Talge, John W. Uhlmann, E.
Frank Ware* and J. Lyle Wells, Jr. (Advisory*).
Executive Officers
R. Crosby Kemper Chairman, Chief Executive Officer and Member of the
Management Committee.
G. Richards Ahsmuhs President, Community Banking Division, a Member of
the Management Committee and Assistant Secretary.
Timothy M. Connealy Senior Vice President-Finance and a Member of the
Management Committee.
Alexander C. Kemper President and a Member of the Management Committee.
Edward J. McShane, Jr. Divisional Executive Vice President, a Member of the
Management Committee and Assistant Secretary.
Douglas F. Page Executive Vice President and a Member of the Management
Committee.
T. Michael Porter Senior Vice President, Director of Operations and a
Member of the Management Committee.
James A. Sangster II Divisional Executive Vice President and a Member of
the Management Committee.
James C. "Pat" Thompson, Jr. Divisional Executive Vice President and a
Member of the Management Committee.
Dennis L. Triplett Divisional Executive Vice President Retail Banking
Division and a Member of the Management Committee.
Executive Officers
E. Frank Ware Executive Vice President and a Member of the Management
Committee.
J. Lyle Wells, Jr. Vice Chairman of the Board and a Member of the
Management Committee.
1 Unless otherwise noted, the address of the officers and directors of
Jones & Babson is Three Crown Center, 2440 Pershing Road, Suite G-15,
Kansas City, Missouri 64108.
2 The address of the officers and directors of Business Men's Assurance
Company of America ("BMA") is BMA Tower, One Penn Valley Park, Kansas City,
Missouri 64141.
3 The address of the officers and directors of UMB, is 1010 Grand
Avenue, Kansas City, Missouri 64141.
PORTFOLIO TRANSACTIONS
Although Jones & Babson is registered as a securities broker and dealer it
does not conduct a general brokerage business. It does not execute any of the
Scout Funds' portfolio transactions nor receive any commissions therefrom.
The Funds do not allocate their portfolio brokerage on the basis of the sale
of their shares, although brokerage firms whose customers purchase shares may
participate in brokerage commissions.
FINANCIAL STATEMENTS
Financial statements of each of the Scout Funds are on file with the
Securities and Exchange Commission, Washington, D.C. 20549. These statements
appear in the annual report of the Fund which preceded this Proxy Statement.
Each of the Funds will furnish, without charge, a copy of the annual report
and the most recent semiannual report succeeding the annual report, to a
shareholder upon request. A shareholder may obtain a Fund's annual and
semiannual reports by contacting: Jones & Babson, Three Crown Center, 2440
Pershing Road, Kansas City, Missouri 64108, 1-800-422-2766.
SHAREHOLDER PROPOSALS
The Scout Funds do not hold annual shareholder meetings. To be considered
for presentation at a shareholders' meeting, rules promulgated by the
Commission require that, among other things, a shareholder proposal be
received at the office of the corresponding Fund at least 120 calendar days
in advance of the anniversary of the release date of the proxy statement
relating to the annual meeting held by such Fund in the previous year, or if
no annual meeting was held by the Fund in the previous year, such shareholder
proposal must be received by the Fund a reasonable time before a solicitation
is made.
Kansas City, Missouri SCOUT STOCK FUND, INC.
November 24, 1995 SCOUT REGIONAL FUND, INC.
SCOUT BOND FUND, INC.
SCOUT MONEY MARKET FUND, INC.
SCOUT TAX-FREE MONEY MARKET FUND, INC.
SCOUT WORLDWIDE FUND, INC.
Martin A. Cramer, Secretary
EXHIBIT A
MANAGEMENT AGREEMENT
Between
UMB BANK, n.a.
and
SCOUT STOCK FUND, INC.
THIS AGREEMENT, made and entered into this 1st day of January, 1996, by and
between SCOUT STOCK FUND, INC., (a Maryland corporation, hereinafter referred
to as the "Fund") and UMB BANK, n.a., a national bank (hereinafter referred
to as 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 Fund 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 (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 service to the Fund, as an independent contractor and,
WHEREAS the Fund Manager desires to enter into a contractual arrangement
whereby the Manager provides investment advice and management service to the
Fund 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 Fund hereby employs the Manager, for the period set forth in Paragraph
5 hereof, and on the terms set forth herein, to render investment advice and
management service to the Fund, subject to the supervision and direction of
the Board of Directors of the Fund. 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
Management 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 Fund in any way, or in any
other way be deemed an agent of the Fund.
The Manager shall furnish the Fund investment management and administrative
services. Investment management shall include analysis, research and
portfolio recommendations consistent with the Fund's 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 Fund 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 Fund, 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
Fund's records and for it to operate as an open-end management investment
company. Exclusive of the management fee, the Fund shall bear the cost of
any interest, taxes, dues, fees and other charges of governments and their
agencies including the cost of qualifying the Fund's 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 Fund shall belong to the Manager. Should the
management and administrative relationship between the Fund and the Manager
terminate, the Fund shall be entitled to, and the Manager shall provide the
Fund, a copy of all information and records in the Manager's file necessary
for the Fund 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 Fund.
2. As compensation for the services to be rendered to the Fund by the Manager
under the provisions of this agreement, the Fund agrees to pay semimonthly to
the Manager an annual fee based on the average total net assets of the Fund
computed daily in accordance with its Certificate of Incorporation and By-Laws
as follows:
a. Eighty-five one-hundredths of one percent (85/100%) of the
average total net assets of the Fund.
b. Should the Fund's 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 Fund's shares are registered for sale, the Manager shall
reimburse the Fund in the amount of the excess.
3. It is understood and agreed that the services to be rendered by the
Manager to the Fund under the
provisions of the 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.
4. It is understood and agreed that the Directors, officers, agents,
employees, and shareholders of the Fund 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 Fund 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 Fund, but that they receive no remuneration from the Fund
solely for acting in those capacities.
5. This Agreement shall become effective pursuant to its approval by the
Fund's Board of Directors and by the vote of a majority of the outstanding
shares of the Fund as prescribed by the Act. It shall remain in force through
the 31st day of October 1996, 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 shares 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 Fund 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 shares of the Fund as prescribed by the Act and by vote of a
majority of the Directors of the Fund 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
Directors of the Fund 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. This Agreement may be
terminated at any time, without the payment of any penalty, by the Directors
of the Fund, or by the vote of a majority of the outstanding voting shares of
the Fund as prescribed by the Act on not more than sixty days written notice
to the Manager, and it may be terminated by the Manager upon not less than
sixty days written notice to the Fund. It shall terminate automatically in
the event of its assignment by either party unless the parties hereby, by
agreement, obtain an exemption from the 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 Fund or the Manager as the
case may be. As used in this Agreement, the
terms "assignment," "a majority of the outstanding voting shares," and
"interested persons" shall have the same meaning as similar terms contained
in the Act.
6. The Manager shall not be liable for any error in judgment or mistake at
law for any loss suffered by the Fund in connection with any matters to which
this Agreement relates, except that nothing herein contained shall be
construed to protect the Investment 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.
7. This Agreement may not be amended, transferred, assigned, sold or in any
manner hypothecated or pledged nor may any new Agreement become effective
without affirmation vote or written consent of the holders of a majority of
the shares of the Fund.
SCOUT STOCK FUND, INC.
By __________________________________________
ATTEST:
__________________________________________ UMB BANK, n.a.
By __________________________________________
ATTEST:
__________________________________________
EXHIBIT B
MANAGEMENT AGREEMENT
Between
UMB BANK, n.a.
and
SCOUT REGIONAL FUND, INC.
THIS AGREEMENT, made and entered into this 1st day of January, 1996, by and
between SCOUT REGIONAL FUND, INC., (a Maryland corporation, hereinafter
referred to as the "Fund") and UMB BANK, n.a., a national bank (hereinafter
referred to as 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 Fund 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 (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 service to the Fund, as an independent contractor and,
WHEREAS the Fund Manager desires to enter into a contractual arrangement
whereby the Manager provides investment advice and management service to
the Fund 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 Fund hereby employs the Manager, for the period set forth in Paragraph
5 hereof, and on the terms set forth herein, to render investment advice and
management service to the Fund, subject to the supervision and direction of
the Board of Directors of the Fund. 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
Management 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 Fund in any way, or in any
other way be deemed an agent of the Fund.
The Manager shall furnish the Fund investment management and administrative
services. Investment management shall include analysis, research and
portfolio recommendations consistent with the Fund's 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 Fund 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 Fund, 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 Fund's records and for it to operate as an open-end management
investment company. Exclusive of the management fee, the Fund shall bear
the cost of any interest, taxes, dues, fees and other charges of governments
and their agencies including the cost of qualifying the Fund's 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 Fund shall belong to the Manager. Should the
management and administrative relationship between the Fund and the Manager
terminate, the Fund shall be entitled to, and the Manager shall provide the
Fund, a copy of all information and records in the Manager's file necessary
for the Fund 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 Fund.
2. As compensation for the services to be rendered to the Fund by the
Manager under the provisions of this agreement, the Fund agrees to pay
semimonthly to the Manager an annual fee based on the average total net
assets of the Fund computed daily in accordance with its Certificate of
Incorporation and By-Laws as follows:
a. Eighty-five one-hundredths of one percent (85/100%) of
the average total net assets of the Fund.
b. Should the Fund's 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 Fund's shares are registered for sale, the Manager shall
reimburse the Fund in the amount of the excess.
3. It is understood and agreed that the services to be rendered by the
Manager to the Fund under the
provisions of the 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.
4. It is understood and agreed that the Directors, officers, agents,
employees, and shareholders of the Fund 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 Fund 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 Fund, but that they receive no remuneration
from the Fund solely for acting in those capacities.
5. This Agreement shall become effective pursuant to its approval by the
Fund's Board of Directors and by the vote of a majority of the outstanding
shares of the Fund as prescribed by the Act. It shall remain in force through
the 31st day of October 1996, 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 shares 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 Fund 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 shares of the Fund as prescribed by the Act and by vote of a
majority of the Directors of the Fund 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
Directors of the Fund 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. This Agreement may be
terminated at any time, without the payment of any penalty, by the Directors
of the Fund, or by the vote of a majority of the outstanding voting shares of
the Fund as prescribed by the Act on not more than sixty days written notice
to the Manager, and it may be terminated by the Manager upon not less than
sixty days written notice to the Fund. It shall terminate automatically in
the event of its assignment by either party unless the parties hereby, by
agreement, obtain an exemption from the 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 Fund or the Manager as the
case may be. As used in this Agreement, the
terms "assignment," "a majority of the outstanding voting shares," and
"interested persons" shall have the same meaning as similar terms contained
in the Act.
6. The Manager shall not be liable for any error in judgment or mistake
at law for any loss suffered by the Fund in connection with any matters to
which this Agreement relates, except that nothing herein contained shall be
construed to protect the Investment 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.
7. This Agreement may not be amended, transferred, assigned, sold or
in any manner hypothecated or pledged nor may any new Agreement become
effective without affirmation vote or written consent of the holders of a
majority of the shares of the Fund.
SCOUT REGIONAL FUND, INC.
By __________________________________________
ATTEST:
__________________________________________ UMB BANK, n.a.
By __________________________________________
ATTEST:
__________________________________________
EXHIBIT C
MANAGEMENT AGREEMENT
Between
UMB BANK, n.a.
and
SCOUT BOND FUND, INC.
THIS AGREEMENT, made and entered into this 1st day of January, 1996, by and
between SCOUT BOND FUND, INC., (a Maryland corporation, hereinafter referred
to as the "Fund") and UMB BANK, n.a., a national bank (hereinafter referred
to as 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 Fund 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 (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 service to the Fund, as an independent contractor and,
WHEREAS the Fund Manager desires to enter into a contractual arrangement
whereby the Manager provides investment advice and management service to
the Fund 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 Fund hereby employs the Manager, for the period set forth in Paragraph
5 hereof, and on the terms set forth herein, to render investment advice and
management service to the Fund, subject to the supervision and direction of
the Board of Directors of the Fund. 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
Management 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 Fund in any way, or in any
other way be deemed an agent of the Fund.
The Manager shall furnish the Fund investment management and administrative
services. Investment management shall include analysis, research and
portfolio recommendations consistent with the Fund's 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 Fund 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 Fund, 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 Fund's records
and for it to operate as an open-end management investment company. Exclusive
of the management fee, the Fund shall bear the cost of any interest, taxes,
dues, fees and other charges of governments and their agencies including the
cost of qualifying the Fund's 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 Fund shall belong to the Manager. Should the
management and administrative relationship between the Fund and the Manager
terminate, the Fund shall be entitled to, and the Manager shall provide the
Fund, a copy of all information and records in the Manager's file necessary
for the Fund 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 Fund.
2. As compensation for the services to be rendered to the Fund by the Manager
under the provisions of this agreement, the Fund agrees to pay semimonthly to
the Manager an annual fee based on the average total net assets of the Fund
computed daily in accordance with its Certificate of Incorporation and By-Laws
as follows:
a. Eighty-five one-hundredths of one percent (85/100%) of the
average total net assets of the Fund.
b. Should the Fund's 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 Fund's shares are registered for sale, the Manager shall
reimburse the Fund in the amount of the excess.
3. It is understood and agreed that the services to be rendered by the
Manager to the Fund under the
provisions of the 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.
4. It is understood and agreed that the Directors, officers, agents,
employees, and shareholders of the Fund 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 Fund 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 Fund, but that they receive no remuneration
from the Fund solely for acting in those capacities.
5. This Agreement shall become effective pursuant to its approval by the
Fund's Board of Directors and by the vote of a majority of the outstanding
shares of the Fund as prescribed by the Act. It shall remain in force through
the 31st day of October 1996, 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 shares 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 Fund 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 shares of the Fund as prescribed by the Act and by vote of a
majority of the Directors of the Fund 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
Directors of the Fund 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. This Agreement may be
terminated at any time, without the payment of any penalty, by the Directors
of the Fund, or by the vote of a majority of the outstanding voting shares of
the Fund as prescribed by the Act on not more than sixty days written notice
to the Manager, and it may be terminated by the Manager upon not less than
sixty days written notice to the Fund. It shall terminate automatically in
the event of its assignment by either party unless the parties hereby, by
agreement, obtain an exemption from the 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 Fund or the Manager as
the case may be. As used in this Agreement, the
terms "assignment," "a majority of the outstanding voting shares," and
"interested persons" shall have the same meaning as similar terms contained
in the Act.
6. The Manager shall not be liable for any error in judgment or mistake at
law for any loss suffered by the Fund in connection with any matters to which
this Agreement relates, except that nothing herein contained shall be
construed to protect the Investment 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.
7. This Agreement may not be amended, transferred, assigned, sold or in any
manner hypothecated or pledged nor may any new Agreement become effective
without affirmation vote or written consent of the holders of a majority of
the shares of the Fund.
SCOUT BOND FUND, INC.
By __________________________________________
ATTEST:
__________________________________________ UMB BANK, n.a.
By __________________________________________
ATTEST:
__________________________________________
EXHIBIT D
MANAGEMENT AGREEMENT
Between
UMB BANK, n.a.
and
SCOUT MONEY MARKET FUND, INC.
THIS AGREEMENT, made and entered into this 1st day of January, 1996, by and
between SCOUT MONEY MARKET FUND, INC., (a Maryland corporation, hereinafter
referred to as the "Fund") and UMB BANK, n.a., a national bank (hereinafter
referred to as 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 Fund 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 (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 service to the Fund, as an independent contractor and,
WHEREAS the Fund Manager desires to enter into a contractual arrangement
whereby the Manager provides investment advice and management service to the
Fund 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 Fund hereby employs the Manager, for the period set forth in Paragraph
5 hereof, and on the terms set forth herein, to render investment advice and
management service to the Fund, subject to the supervision and direction of
the Board of Directors of the Fund. 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 Management 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 Fund in any way,
or in any other way be deemed an agent of the Fund.
The Manager shall furnish the Fund investment management and administrative
services. Investment management shall include analysis, research and
portfolio recommendations consistent with the Fund's 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 Fund 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 Fund, 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 Fund's records
and for it to operate as an open-end management investment company. Exclusive
of the management fee, the Fund shall bear the cost of any interest, taxes,
dues, fees and other charges of governments and their agencies including the
cost of qualifying the Fund's 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 Fund shall belong to the Manager. Should the
management and administrative relationship between the Fund and the Manager
terminate, the Fund shall be entitled to, and the Manager shall provide the
Fund, a copy of all information and records in the Manager's file necessary
for the Fund 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 Fund.
2. As compensation for the services to be rendered to the Fund by the
Manager under the provisions of this agreement, the Fund agrees to pay
semimonthly to the Manager an annual fee based on the average total net
assets of the Fund computed daily in accordance with its Certificate of
Incorporation and By-Laws as follows:
a. Fifty one-hundredths of one percent (50/100%) of the average
total net assets of the Fund.
b. Should the Fund's 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 Fund's shares are registered for sale, the Manager shall
reimburse the Fund in the amount of the excess.
3. It is understood and agreed that the services to be rendered by the
Manager to the Fund under the
provisions of the 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.
4. It is understood and agreed that the Directors, officers, agents,
employees, and shareholders of the Fund 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 Fund 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 Fund, but that they receive no remuneration
from the Fund solely for acting in those capacities.
5. This Agreement shall become effective pursuant to its approval by the
Fund's Board of Directors and by the vote of a majority of the outstanding
shares of the Fund as prescribed by the Act. It shall remain in force through
the 31st day of October 1996, 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 shares 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 Fund 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 shares of the Fund as prescribed by the Act and by vote of a
majority of the Directors of the Fund 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
Directors of the Fund 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. This Agreement may be
terminated at any time, without the payment of any penalty, by the Directors
of the Fund, or by the vote of a majority of the outstanding voting shares of
the Fund as prescribed by the Act on not more than sixty days written notice
to the Manager, and it may be terminated by the Manager upon not less than
sixty days written notice to the Fund. It shall terminate automatically in
the event of its assignment by either party unless the parties hereby, by
agreement, obtain an exemption from the 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 Fund or the Manager as the
case may be. As used in this Agreement, the
terms "assignment," "a majority of the outstanding voting shares," and
"interested persons" shall have the same meaning as similar terms contained
in the Act.
6. The Manager shall not be liable for any error in judgment or mistake at
law for any loss suffered by the Fund in connection with any matters to which
this Agreement relates, except that nothing herein contained shall be
construed to protect the Investment 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.
7. This Agreement may not be amended, transferred, assigned, sold or in
any manner hypothecated or pledged nor may any new Agreement become effective
without affirmation vote or written consent of the holders of a majority of
the shares of the Fund.
SCOUT MONEY MARKET FUND, INC.
By __________________________________________
ATTEST:
__________________________________________ UMB BANK, n.a.
By __________________________________________
ATTEST:
__________________________________________
EXHIBIT E
MANAGEMENT AGREEMENT
Between
UMB BANK, n.a.
and
SCOUT TAX-FREE MONEY MARKET FUND, INC.
THIS AGREEMENT, made and entered into this 1st day of January, 1996, by and
between SCOUT
TAX-FREE MONEY MARKET FUND, INC., (a Maryland corporation, hereinafter
referred to as the "Fund") and UMB BANK, n.a., a national bank (hereinafter
referred to as 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 Fund 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 (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 service to the Fund, as an independent contractor and,
WHEREAS the Fund Manager desires to enter into a contractual arrangement
whereby the Manager provides investment advice and management service to the
Fund 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 Fund hereby employs the Manager, for the period set forth in Paragraph
5 hereof, and on the terms set forth herein, to render investment advice and
management service to the Fund, subject to the supervision and direction of
the Board of Directors of the Fund. 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
Management 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 Fund in any way, or in any
other way be deemed an agent of the Fund.
The Manager shall furnish the Fund investment management and administrative
services. Investment management shall include analysis, research and
portfolio recommendations consistent with the Fund's 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 Fund 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 Fund, 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 Fund's records
and for it to operate as an open-end management investment company. Exclusive
of the management fee, the Fund shall bear the cost of any interest, taxes,
dues, fees and other charges of governments and their agencies including the
cost of qualifying the Fund's 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 Fund shall belong to the Manager. Should the
management and administrative relationship between the Fund and the Manager
terminate, the Fund shall be entitled to, and the Manager shall provide the
Fund, a copy of all information and records in the Manager's file necessary
for the Fund 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 Fund.
2. As compensation for the services to be rendered to the Fund by the Manager
under the provisions of this agreement, the Fund agrees to pay semimonthly to
the Manager an annual fee based on the average total net assets of the Fund
computed daily in accordance with its Certificate of Incorporation and
By-Laws as follows:
a. Fifty one-hundredths of one percent (50/100%) of the average
total net assets of the Fund.
b. Should the Fund's 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 Fund's shares are registered for sale, the Manager shall
reimburse the Fund in the amount of the excess.
3. It is understood and agreed that the services to be rendered by the
Manager to the Fund under the
provisions of the 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.
4. It is understood and agreed that the Directors, officers, agents,
employees, and shareholders of the Fund 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 Fund 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 Fund, but that they receive no remuneration
from the Fund solely for acting in those capacities.
5. This Agreement shall become effective pursuant to its approval by the
Fund's Board of Directors and by the vote of a majority of the outstanding
shares of the Fund as prescribed by the Act. It shall remain in force through
the 31st day of October 1996, 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 shares 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 Fund 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 shares of the Fund as prescribed by the Act and by vote of a
majority of the Directors of the Fund 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
Directors of the Fund 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. This Agreement may be
terminated at any time, without the payment of any penalty, by the Directors
of the Fund, or by the vote of a majority of the outstanding voting shares of
the Fund as prescribed by the Act on not more than sixty days written notice
to the Manager, and it may be terminated by the Manager upon not less than
sixty days written notice to the Fund. It shall terminate automatically in
the event of its assignment by either party unless the parties hereby, by
agreement, obtain an exemption from the 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 Fund or the Manager as the
case may be. As used in this Agreement, the
terms "assignment," "a majority of the outstanding voting shares," and
"interested persons" shall have the same meaning as similar terms contained
in the Act.
6. The Manager shall not be liable for any error in judgment or mistake at
law for any loss suffered by the Fund in connection with any matters to which
this Agreement relates, except that nothing herein contained shall be
construed to protect the Investment 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.
7. This Agreement may not be amended, transferred, assigned, sold or in any
manner hypothecated or pledged nor may any new Agreement become effective
without affirmation vote or written consent of the holders of a majority of
the shares of the Fund.
SCOUT TAX-FREE MONEY MARKET FUND, INC.
By __________________________________________
ATTEST:
__________________________________________ UMB BANK, n.a.
By __________________________________________
ATTEST:
__________________________________________
EXHIBIT F
MANAGEMENT AGREEMENT
Between
UMB BANK, n.a.
and
SCOUT WORLDWIDE FUND, INC.
THIS AGREEMENT, made and entered into this 1st day of January, 1996, by and
between SCOUT WORLDWIDE FUND, INC., (a Maryland corporation, hereinafter
referred to as the "Fund") and UMB BANK, n.a., a national bank (hereinafter
referred to as 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 Fund 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 (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 service to the Fund, as an independent contractor and,
WHEREAS the Fund Manager desires to enter into a contractual arrangement
whereby the Manager provides investment advice and management service to the
Fund 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 Fund hereby employs the Manager, for the period set forth in
Paragraph 5 hereof, and on the terms set forth herein, to render investment
advice and management service to the Fund, subject to the supervision and
direction of the Board of Directors of the Fund. 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 Management 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 Fund in any way, or in any
other way be deemed an agent of the Fund.
The Manager shall furnish the Fund investment management and administrative
services. Investment management shall include analysis, research and
portfolio recommendations consistent with the Fund's 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 Fund 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 Fund, 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 Fund's records
and for it to operate as an open-end management investment company. Exclusive
of the management fee, the Fund shall bear the cost of any interest, taxes,
dues, fees and other charges of governments and their agencies including the
cost of qualifying the Fund's 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 Fund shall belong to the Manager. Should the
management and administrative relationship between the Fund and the Manager
terminate, the Fund shall be entitled to, and the Manager shall provide the
Fund, a copy of all information and records in the Manager's file necessary
for the Fund 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 Fund.
2. As compensation for the services to be rendered to the Fund by the
Manager under the provisions of this agreement, the Fund agrees to pay
semimonthly to the Manager an annual fee based on the average total net
assets of the Fund computed daily in accordance with its Certificate of
Incorporation and By-Laws as follows:
a. Eighty-five one-hundredths of one percent (85/100%) of the
average total net assets of the Fund.
b. Should the Fund's 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 Fund's shares are registered for sale, the Manager shall
reimburse the Fund in the amount of the excess.
3. It is understood and agreed that the services to be rendered by the
Manager to the Fund under the
provisions of the 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.
4. It is understood and agreed that the Directors, officers, agents,
employees, and shareholders of the Fund 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 Fund 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 Fund, but that they receive no remuneration
from the Fund solely for acting in those capacities.
5. This Agreement shall become effective pursuant to its approval by the
Fund's Board of Directors and by the vote of a majority of the outstanding
shares of the Fund as prescribed by the Act. It shall remain in force through
the 31st day of October 1996, 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 shares 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 Fund 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 shares of the Fund as prescribed by the Act and by vote of a
majority of the Directors of the Fund 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
Directors of the Fund 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. This Agreement may be
terminated at any time, without the payment of any penalty, by the Directors
of the Fund, or by the vote of a majority of the outstanding voting shares of
the Fund as prescribed by the Act on not more than sixty days written notice
to the Manager, and it may be terminated by the Manager upon not less than
sixty days written notice to the Fund. It shall terminate automatically in
the event of its assignment by either party unless the parties hereby, by
agreement, obtain an exemption from the 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 Fund or the Manager as the
case may be. As used in this Agreement, the
terms "assignment," "a majority of the outstanding voting shares," and
"interested persons" shall have the same meaning as similar terms contained
in the Act.
6. The Manager shall not be liable for any error in judgment or mistake at
law for any loss suffered by the Fund in connection with any matters to which
this Agreement relates, except that nothing herein contained shall be
construed to protect the Investment 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.
7. This Agreement may not be amended, transferred, assigned, sold or in
any manner hypothecated or pledged nor may any new Agreement become
effective without affirmation vote or written consent of the holders of
a majority of the shares of the Fund.
SCOUT WORLDWIDE FUND, INC.
By _______________________________________
ATTEST:
__________________________________________ UMB BANK, n.a.
By _______________________________________
ATTEST:
__________________________________________
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