SCOUT MONEY MARKET FUND INC, PRES14A, 1995-11-09

SCOUT MONEY MARKET FUND INC
PRES14A, 1995-11-09

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SCHEDULE 14A
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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] 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
................................................................................
(Name of Registrant as Specified In Its Charter)

................................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] $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:
....................................................................

2) Aggregate number of securities to which transaction applies:

....................................................................

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):

<PAGE>

....................................................................

4) Proposed maximum aggregate value of transaction:

....................................................................

5) Total fee paid:

....................................................................

[ ] 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:
...........................................................
2) Form, Schedule or Registration Statement No.:
...........................................................
3) Filing Party:
...........................................................
4) Date Filed:
...........................................................

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<PAGE>

PRELIMINARY 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

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<PAGE>

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 and
Prime Portfolio
Scout Tax-Free Money Market Fund, Inc. 4:00 p.m.
Scout WorldWide Fund, Inc. 4:30 p.m.

-4-

<PAGE>

(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 20, 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 20, 1995 Martin A. Cramer, Secretary

-5-

<PAGE>

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 20, 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 20, 1995, and which have not been redeemed at the
time they are to be voted. Each Scout Fund will vote as a separate

-6-

<PAGE>

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.
Scout Regional Fund, Inc.
Scout Bond Fund, Inc.
Scout Money Market Fund, Inc.
Federal Portfolio
Prime Portfolio
Scout Tax-Free Money Market Fund, Inc.
Scout WorldWide Fund, Inc.

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
20, 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.

-7-

<PAGE>

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 UMB 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 below:

-8-

<PAGE>

<TABLE>
<CAPTION>
Aggregate
Date of Old Management Aggregate Annual Fund Portfolio
Date of Old Investment Management Fees Investment Operating Custodian Accounting
Investment Management Fees* (Same Received Counsel Fees Expenses Fees Fees
Management*** Agreement Under Old by Jones & Old Received (Same Under Received Received
Agreement Last and New Babson Investment by UMB Old and New by UMB by UMB
with Jones Approved by Management During Last Counsel During Last Management During Last During Last
Fund & Babson Shareholders Agreements) Fiscal Year Fees* Fiscal Year Agreements)** Fiscal Year Fiscal Year
====================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Scout Stock
Fund, Inc.......... 9-30-93 9-24-93 .85% $1,066,903 .35% 439,315 .86% 187,308 37,656

Scout Regional
Fund, Inc.......... 9-30-93 9-24-93 .85% 229,498 .35% 94,489 .91% 37,073 --
Scout Bond
Fund, Inc.......... 9-30-93 9-24-93 .85% 653,572 .35% 269,115 .86% 113,650 23,067
Scout Money Market
Fund, Inc.......... 4-30-95 4-25-95 .50% .10% .51%
Prime Portfolio.. -- -- -- 1,010,645 -- 39,839 -- 308,996 60,638
Federal Portfolio -- -- -- 964,707 -- 31,765 -- 286,017 57,882
Scout Tax-Free Money
Market
Fund, Inc.......... 4-30-95 4-25-95 .50% 516,916 .10% 16,472 .54% 150,357 28,614
Scout WorldWide
Fund, Inc.......... 9-30-93 9-24-93 .85% 107,224 .35% 44,144 .85% 17,211 --

- --------------------------
<FN>
* Annual rate based on average daily net assets of the Fund; computed
daily and paid semi-monthly. Investment Counsel fees were paid by the
Manager from the Management fee.
** At the end of the most recent fiscal year; stated as a percentage of
average net assets.
*** The Old Management Agreements were submitted to shareholders of Scout
Stock Fund, Scout Regional Fund, Scout Bond Fund and Scout WorldWide
Fund for approval in connection with the acquisition of the manager,
Jones & Babson, by Business Men's Assurance Company of America. The
Old Management Agreements were last submitted to shareholders of Scout
Money Market Fund and Scout Tax-Free Money Market Fund to approve the
selection of a new Investment Counsel for the Funds.
</FN>
</TABLE>

-9-

<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.

-10-

<PAGE>

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 similar
investment objectives. 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.

-11-

<PAGE>

THE PRINCIPAL EXECUTIVE OFFICERS AND DIRECTORS OF
JONES & BABSON

Name and Address Principal Occupation
- --------------------------------------------------------------------------------

Larry D.Armel 1 President and Director of Jones & Babson,
the Scout Funds and other funds managed by
Jones & Babson.

Stephen S. Soden 2 Chairman; also President, BMA Financial
Services, Inc.

Giorgio Balzer 2 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 Saylor 2 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. Ritter 2 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. Sawyer 2 Director; Senior Vice President, Business
Men's Assurance Company of America.

Vernon W. Voorhees 2 Director; Senior Vice President, Business
Men's Assurance Company of America.

P. Bradley Adams 1 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. Brummel 1 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.

-12-

<PAGE>

Name and Address Principal Occupation
- --------------------------------------------------------------------------------

Martin A. Cramer 1 Vice President and Secretary, Jones &
Babson, the Scout Funds and other funds
managed by Jones & Babson.

Elizabeth L. Allwood 1 Assistant Vice President and Assistant
Secretary, Jones & Babson.

John G. Dyer 1 Assistant Secretary and Legal Counsel, Jones
& Babson, Vice President and Legal Counsel,
the Scout Funds and other funds managed by
Jones & Babson.

Constance E. Martin 1 Assistant Vice President, 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. Rut, Jr., James A. Sangster*,
Samuel L. Sawyer, Charles A. Sullivan, Craig D. Sutherland, Herman R.
Sutherland, H. Stephen Taige, John W. Uhlmann, E. Frank Wars* 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.

-13-

<PAGE>

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. Snagster, 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.

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.

-14-

<PAGE>

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. Brokerage is not given to any
person affiliated with a Fund as the investment manager.

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 semi-annual report succeeding the annual report, to a
shareholder upon request. A shareholder may obtain a Fund's annual and
semi-annual reports by contacting: Jones & Babson, Three Crown Center, 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 20, 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

-15-

<PAGE>

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

-16-

<PAGE>

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.

-17-

<PAGE>

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.

-18-

<PAGE>

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:

____________________________

-19-

<PAGE>

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 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.

-20-

<PAGE>

to act for or represent the Fund in any way, or in any other way be deemed an
agent of the Fund.

a. Eighty-five one-hundredths of one percent (85/100%) of the
average total net assets of the Fund.

-21-

<PAGE>

-22-

<PAGE>

SCOUT REGIONAL FUND, INC.

By ____________________________________
ATTEST:

____________________________ UMB BANK, n.a.

By ____________________________________
ATTEST:

____________________________

-23-

<PAGE>

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 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.

-24-

<PAGE>

to act for or represent the Fund in any way, or in any other way be deemed an
agent of the Fund.

a. Eighty-five one hundredths of one percent (85/100%) of the
average total net assets of the Fund.

-25-

<PAGE>

-26-

<PAGE>

SCOUT BOND FUND, INC.

By ____________________________________
ATTEST:

____________________________ UMB BANK, n.a.

By ____________________________________
ATTEST:

____________________________

-27-

<PAGE>

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 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.

-28-

<PAGE>

to act for or represent the Fund in any way, or in any other way be deemed an
agent of the Fund.

a. Fifty one hundredths of one percent (50/100%) of the average
total net assets of the Fund.

-29-

<PAGE>

-30-

<PAGE>

SCOUT MONEY MARKET FUND, INC.

By ____________________________________
ATTEST:

____________________________ UMB BANK, n.a.

By ____________________________________
ATTEST:

____________________________

-31-

<PAGE>

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 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.

-32-

<PAGE>

to act for or represent the Fund in any way, or in any other way be deemed an
agent of the Fund.

a. Fifty one hundredths of one percent (50/100%) of the average
total net assets of the Fund.

-33-

<PAGE>

-34-

<PAGE>

SCOUT TAX-FREE MONEY MARKET FUND, INC.

By ____________________________________
ATTEST:

____________________________ UMB BANK, n.a.

By ____________________________________
ATTEST:

____________________________

-35-

<PAGE>

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 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.

-36-

<PAGE>

to act for or represent the Fund in any way, or in any other way be deemed an
agent of the Fund.

a. Eighty-five one-hundredths of one percent (85/100%) of the
average total net assets of the Fund.

-37-

<PAGE>

-38-

<PAGE>

SCOUT WORLDWIDE FUND, INC.

By ____________________________________
ATTEST:

____________________________ UMB BANK, n.a.

By ____________________________________
ATTEST:

____________________________

-39-

<PAGE>

Please sign, date and return this proxy
promptly in the enclosed envelope.

SCOUT STOCK FUND, INC.

Proxy for Special Meeting of Shareholders, December 18, 1995

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Larry D. Armel, John G. Dyer and Martin A. Cramer or either of
them, with power of substitution, as attorneys and proxies to appear and vote
all of the shares of stock standing in the name of the undersigned at the
special meeting of shareholders of SCOUT STOCK FUND, INC. to be held at Three
Crown Center, 2440 Pershing Road, Kansas City, Missouri 64108 on the 18th day of
December, 1995, at 2:00 p.m., local time, and at any and all adjournments
thereof; and the undersigned hereby instructs said attorney to vote:

1. The Approval of the Management Agreement between Scout Stock Fund,
Inc. and UMB Bank, n.a.

FOR /__/ AGAINST /__/ ABSTAIN /__/

2. Upon any other business which may properly come before the meeting
or any other adjournment thereof. Management knows of no other such business.

-40-

<PAGE>

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED IN THE FOREGOING
ITEM 1, BUT IF NO CHOICE IS SPECIFIED, THEY WILL BE VOTED FOR APPROVAL OF ITEM
1.

Dated: ________________________, 1995

---------------------------------
(Signature of Shareholder)

Signature of all joint owners is
required. Fiduciaries please indicate
your full title. If any other matters
properly come before the meeting
about which the proxy holders were
not aware prior to the time of the
solicitation authorization is given
the proxy holders to vote in
accordance with the views of
management thereon. Management is not
aware of any such matters.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE FUND.

-41-

<PAGE>

Please sign, date and return this proxy
promptly in the enclosed envelope.

SCOUT REGIONAL FUND, INC.

Proxy for Special Meeting of Shareholders, December 18, 1995

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Larry D. Armel, John G. Dyer and Martin A. Cramer or either of
them, with power of substitution, as attorneys and proxies to appear and vote
all of the shares of stock standing in the name of the undersigned at the
special meeting of shareholders of SCOUT REGIONAL FUND, INC. to be held at Three
Crown Center, 2440 Pershing Road, Kansas City, Missouri 64108 on the 18th day of
December, 1995, at 2:30 p.m., local time, and at any and all adjournments
thereof; and the undersigned hereby instructs said attorney to vote:

1. The Approval of the Management Agreement between Scout Regional
Fund, Inc. and UMB Bank, n.a.

FOR /__/ AGAINST /__/ ABSTAIN /__/

2. Upon any other business which may properly come before the meeting
or any other adjournment thereof. Management knows of no other such business.

-42-

<PAGE>

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED IN THE FOREGOING
ITEM 1, BUT IF NO CHOICE IS SPECIFIED, THEY WILL BE VOTED FOR APPROVAL OF ITEM
1.

Dated: ________________________, 1995

---------------------------------
(Signature of Shareholder)

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE FUND.

-43-

<PAGE>

Please sign, date and return this proxy
promptly in the enclosed envelope.

SCOUT BOND FUND, INC.

Proxy for Special Meeting of Shareholders, December 18, 1995

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Larry D. Armel, John G. Dyer and Martin A. Cramer or either of
them, with power of substitution, as attorneys and proxies to appear and vote
all of the shares of stock standing in the name of the undersigned at the
special meeting of shareholders of SCOUT BOND FUND, INC. to be held at Three
Crown Center, 2440 Pershing Road, Kansas City, Missouri 64108 on the 18th day of
December, 1995, at 3:00 p.m., local time, and at any and all adjournments
thereof; and the undersigned hereby instructs said attorney to vote:

1. The Approval of the Management Agreement between Scout Bond Fund,
Inc. and UMB Bank, n.a.

FOR /__/ AGAINST /__/ ABSTAIN /__/

2. Upon any other business which may properly come before the meeting
or any other adjournment thereof. Management knows of no other such business.

-44-

<PAGE>

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED IN THE FOREGOING
ITEM 1, BUT IF NO CHOICE IS SPECIFIED, THEY WILL BE VOTED FOR APPROVAL OF ITEM
1.

Dated: ________________________, 1995

---------------------------------
(Signature of Shareholder)

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE FUND.

-45-

<PAGE>

Please sign, date and return this proxy
promptly in the enclosed envelope.

SCOUT MONEY MARKET FUND, INC.

Proxy for Special Meeting of Shareholders, December 18, 1995

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Larry D. Armel, John G. Dyer and Martin A. Cramer or either of
them, with power of substitution, as attorneys and proxies to appear and vote
all of the shares of stock standing in the name of the undersigned at the
special meeting of shareholders of SCOUT MONEY MARKET FUND, INC. to be held at
Three Crown Center, 2440 Pershing Road, Kansas City, Missouri 64108 on the 18th
day of December, 1995, at 3:30 p.m., local time, and at any and all adjournments
thereof; and the undersigned hereby instructs said attorney to vote:

1. The Approval of the Management Agreement between Scout Money Market
Fund, Inc. and UMB Bank, n.a.

FOR /__/ AGAINST /__/ ABSTAIN /__/

2. Upon any other business which may properly come before the meeting
or any other adjournment thereof. Management knows of no other such business.

-46-

<PAGE>

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED IN THE FOREGOING
ITEM 1, BUT IF NO CHOICE IS SPECIFIED, THEY WILL BE VOTED FOR APPROVAL OF ITEM
1.

Dated: ________________________, 1995

---------------------------------
(Signature of Shareholder)

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE FUND.

-47-

<PAGE>

Please sign, date and return this proxy
promptly in the enclosed envelope.

SCOUT TAX-FREE MONEY MARKET FUND, INC.

Proxy for Special Meeting of Shareholders, December 18, 1995

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Larry D. Armel, John G. Dyer and Martin A. Cramer or either of
them, with power of substitution, as attorneys and proxies to appear and vote
all of the shares of stock standing in the name of the undersigned at the
special meeting of shareholders of SCOUT TAX-FREE MONEY MARKET FUND, INC. to be
held at Three Crown Center, 2440 Pershing Road, Kansas City, Missouri 64108 on
the 18th day of December, 1995, at 4:00 p.m., local time, and at any and all
adjournments thereof; and the undersigned hereby instructs said attorney to
vote:

1. The Approval of the Management Agreement between Scout Tax-Free
Money Market Fund, Inc. and UMB Bank, n.a.

FOR /__/ AGAINST /__/ ABSTAIN /__/

2. Upon any other business which may properly come before the meeting
or any other adjournment thereof. Management knows of no other such business.

-48-

<PAGE>

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED IN THE FOREGOING
ITEM 1, BUT IF NO CHOICE IS SPECIFIED, THEY WILL BE VOTED FOR APPROVAL OF ITEM
1.

Dated: ________________________, 1995

---------------------------------
(Signature of Shareholder)

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE FUND.

-49-

<PAGE>

Please sign, date and return this proxy
promptly in the enclosed envelope.

SCOUT WORLDWIDE FUND, INC.

Proxy for Special Meeting of Shareholders, December 18, 1995

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Larry D. Armel, John G. Dyer and Martin A. Cramer or either of
them, with power of substitution, as attorneys and proxies to appear and vote
all of the shares of stock standing in the name of the undersigned at the
special meeting of shareholders of SCOUT WORLDWIDE FUND, INC. to be held at
Three Crown Center, 2440 Pershing Road, Kansas City, Missouri 64108 on the 18th
day of December, 1995, at 4:30 p.m., local time, and at any and all adjournments
thereof; and the undersigned hereby instructs said attorney to vote:

1. The Approval of the Management Agreement between Scout WorldWide
Fund, Inc. and UMB Bank, n.a.

FOR /__/ AGAINST /__/ ABSTAIN /__/

2. Upon any other business which may properly come before the meeting
or any other adjournment thereof. Management knows of no other such business.

-50-

<PAGE>

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED IN THE FOREGOING
ITEM 1, BUT IF NO CHOICE IS SPECIFIED, THEY WILL BE VOTED FOR APPROVAL OF ITEM
1.

Dated: ________________________, 1995

---------------------------------
(Signature of Shareholder)

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE FUND.

-51-