File No. 2-79131
File No. 811-3557
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
Pre-Effective Amendment No. ____ /_/
Post Effective Amendment No. 33 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 /X/
Amendment No. 34
(Check appropriate box or boxes.)
UMB SCOUT STOCK FUND, INC.
(Exact name of Registrant as Specified in Charter)
BMA Tower, 700 Karnes Blvd., Kansas City, MO 64108-3306
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (816) 751-5900
Larry D. Armel, BMA Tower, 700 Karnes Blvd., Kansas City, MO
64108-3306
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering
It is proposed that this filing become effective (check
appropriate box)
/_/ immediately upon filing pursuant to paragraph (b)
/_/ on (date) pursuant to paragraph (b)
/X/ 60 days after filing pursuant to paragraph (a)(1)
/_/ on March 31, 1999 pursuant to paragraph (a)(1)
/_/ 75 days after filing pursuant to paragraph (a)(2)
/_/ on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
/_/ This post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
<PAGE>
File No. 33-9175
File No. 811-4860
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
Pre-Effective Amendment No. ____ /_/
Post Effective Amendment No. 27 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 /X/
Amendment No. 28
(Check appropriate box or boxes.)
UMB SCOUT REGIONAL FUND, INC.
(Exact name of Registrant as Specified in Charter)
BMA Tower, 700 Karnes Blvd., Kansas City, MO 64108-3306
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (816) 751-5900
Larry D. Armel, BMA Tower, 700 Karnes Blvd., Kansas City, MO
64108-3306
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering
It is proposed that this filing become effective (check
appropriate box)
/_/ immediately upon filing pursuant to paragraph (b)
/_/ on (date) pursuant to paragraph (b)
/X/ 60 days after filing pursuant to paragraph (a)(1)
/_/ on March 31, 1999 pursuant to paragraph (a)(1)
/_/ 75 days after filing pursuant to paragraph (a)(2)
/_/ on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
/_/ This post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
<PAGE>
File No. 33-61123
File No. 811-07323
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
Pre-Effective Amendment No. ____ /_/
Post Effective Amendment No. 8 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 /X/
Amendment No. 9
(Check appropriate box or boxes.)
UMB SCOUT BALANCED FUND, INC.
(Exact name of Registrant as Specified in Charter)
BMA Tower, 700 Karnes Blvd., Kansas City, MO 64108-3306
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (816) 751-5900
Larry D. Armel, BMA Tower, 700 Karnes Blvd., Kansas City, MO
64108-3306
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering
It is proposed that this filing become effective (check
appropriate box)
/_/ immediately upon filing pursuant to paragraph (b)
/_/ on (date) pursuant to paragraph (b)
/X/ 60 days after filing pursuant to paragraph (a)(1)
/_/ on March 31, 1999 pursuant to paragraph (a)(1)
/_/ 75 days after filing pursuant to paragraph (a)(2)
/_/ on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
/_/ This post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
<PAGE>
File No. 2-79132
File No. 811-3558
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
Pre-Effective Amendment No. ____ /_/
Post Effective Amendment No. 32 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 /X/
Amendment No. 33
(Check appropriate box or boxes.)
UMB SCOUT BOND FUND, INC.
(Exact name of Registrant as Specified in Charter)
BMA Tower, 700 Karnes Blvd., Kansas City, MO 64108-3306
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (816) 751-5900
Larry D. Armel, BMA Tower, 700 Karnes Blvd., Kansas City, MO
64108-3306
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering
It is proposed that this filing become effective (check
appropriate box)
/_/ immediately upon filing pursuant to paragraph (b)
/_/ on (date) pursuant to paragraph (b)
/X/ 60 days after filing pursuant to paragraph (a)(1)
/_/ on March 31, 1999 pursuant to paragraph (a)(1)
/_/ 75 days after filing pursuant to paragraph (a)(2)
/_/ on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
/_/ This post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
<PAGE>
File No. 33-58070
File No. 811-7472
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
Pre-Effective Amendment No. ____ /_/
Post Effective Amendment No. 16 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 /X/
Amendment No. 18
(Check appropriate box or boxes.)
UMB SCOUT WORLDWIDE FUND, INC.
(Exact name of Registrant as Specified in Charter)
BMA Tower, 700 Karnes Blvd., Kansas City, MO 64108-3306
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (816) 751-5900
Larry D. Armel, BMA Tower, 700 Karnes Blvd., Kansas City, MO
64108-3306
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering
It is proposed that this filing become effective (check
appropriate box)
/_/ immediately upon filing pursuant to paragraph (b)
/_/ on (date) pursuant to paragraph (b)
/X/ 60 days after filing pursuant to paragraph (a)(1)
/_/ on March 31, 1999 pursuant to paragraph (a)(1)
/_/ 75 days after filing pursuant to paragraph (a)(2)
/_/ on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
/_/ This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>
File No. 2-78688
File No. 811-3528
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
Pre-Effective Amendment No. ____ /_/
Post Effective Amendment No. 33 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 /X/
Amendment No. 34
(Check appropriate box or boxes.)
UMB SCOUT MONEY MARKET FUND, INC.
(Exact name of Registrant as Specified in Charter)
BMA Tower, 700 Karnes Blvd., Kansas City, MO 64108-3306
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (816) 751-5900
Larry D. Armel, BMA Tower, 700 Karnes Blvd., Kansas City, MO
64108-3306
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering
It is proposed that this filing become effective (check
appropriate box)
/_/ immediately upon filing pursuant to paragraph (b)
/_/ on (date) pursuant to paragraph (b)
/X/ 60 days after filing pursuant to paragraph (a)(1)
/_/ on March 31, 1999 pursuant to paragraph (a)(1)
/_/ 75 days after filing pursuant to paragraph (a)(2)
/_/ on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
/_/ This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>
File No. 2-79130
File No. 811-3556
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
Pre-Effective Amendment No. ____ /_/
Post Effective Amendment No. 33 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 /X/
Amendment No. 34
(Check appropriate box or boxes.)
UMB SCOUT TAX-FREE MONEY MARKET FUND, INC.
(Exact name of Registrant as Specified in Charter)
BMA Tower, 700 Karnes Blvd., Kansas City, MO 64108-3306
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (816) 751-5900
Larry D. Armel, BMA Tower, 700 Karnes Blvd., Kansas City, MO
64108-3306
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering
It is proposed that this filing become effective (check
appropriate box)
/_/ immediately upon filing pursuant to paragraph (b)
/_/ on (date) pursuant to paragraph (b)
/X/ 60 days after filing pursuant to paragraph (a)(1)
/_/ on March 31, 1999 pursuant to paragraph (a)(1)
/_/ 75 days after filing pursuant to paragraph (a)(2)
/_/ on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
/_/ This post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
<PAGE>
File No. 333-40843
File No. 811-08511
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
Pre-Effective Amendment No. ____ /_/
Post Effective Amendment No. 2 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 /X/
Amendment No. 4
(Check appropriate box or boxes.)
UMB SCOUT CAPITAL PRESERVATION FUND, INC.
(Exact name of Registrant as Specified in Charter)
BMA Tower, 700 Karnes Blvd., Kansas City, MO 64108-3306
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (816) 751-5900
Larry D. Armel, BMA Tower, 700 Karnes Blvd., Kansas City, MO
64108-3306
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering
It is proposed that this filing become effective (check
appropriate box)
/_/ immediately upon filing pursuant to paragraph (b)
/_/ on (date) pursuant to paragraph (b)
/X/ 60 days after filing pursuant to paragraph (a)(1)
/_/ on March 31, 1999 pursuant to paragraph (a)(1)
/_/ 75 days after filing pursuant to paragraph (a)(2)
/_/ on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
/_/ This post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
<PAGE>
File No. 333-40845
File No. 811-08513
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
Pre-Effective Amendment No. ____ /_/
Post Effective Amendment No. 2 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 /X/
Amendment No. 4
(Check appropriate box or boxes.)
UMB SCOUT KANSAS TAX-EXEMPT BOND FUND, INC.
(Exact name of Registrant as Specified in Charter)
BMA Tower, 700 Karnes Blvd., Kansas City, MO 64108-3306
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (816) 751-5900
Larry D. Armel, BMA Tower, 700 Karnes Blvd., Kansas City, MO
64108-3306
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering
It is proposed that this filing become effective (check
appropriate box)
/_/ immediately upon filing pursuant to paragraph (b)
/_/ on (date) pursuant to paragraph (b)
/X/ 60 days after filing pursuant to paragraph (a)(1)
/_/ on March 31, 1999 pursuant to paragraph (a)(1)
/_/ 75 days after filing pursuant to paragraph (a)(2)
/_/ on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
/_/ This post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
<PAGE>
PART A
UMB Scout Funds
Prospectus October 31, 1999
Stock Fund
Stock Select Fund
Regional Fund
WorldWide Fund
WorldWide Select Fund
Capital Preservation Fund
Balanced Fund
Bond Fund
Kansas Tax-Exempt Bond Fund
Money Market Fund
Federal Portfolio
Prime Portfolio
Tax-Free Money Market Fund
OPPORTUNITY
BEYOND
TOMORROW
Shares of the Funds have not been approved or disapproved by the
Securities and Exchange Commission nor has the Commission passed on the
adequacy of this Prospectus.
Any representation to the contrary is a criminal offense.
PROSPECTUS
October 31, 1999
Toll-Free 1-800-996-2862
UMB Scout Stock Fund
UMB Scout Stock Select Fund
UMB Scout Regional Fund
UMB Scout WorldWide Fund
UMB Scout WorldWide Select Fund
UMB Scout Capital Preservation Fund
UMB Scout Balanced Fund
UMB Scout Bond Fund
UMB Scout Kansas Tax-Exempt Bond Fund*
UMB Scout Money Market Fund
Federal Portfolio
Prime Portfolio
UMB Scout Tax-Free Money Market Fund
*Available in Kansas and Missouri only.
INVESTMENT ADVISER AND MANAGER: DISTRIBUTOR:
UMB BANK, N.A. JONES & BABSON, INC.
Kansas City, Missouri Kansas City, Missouri
TABLE OF CONTENTS
Page
Information About the Funds
Investment Objectives and Principal Investment Strategies 2
Principal Risk Factors 7
Past Performance 9
Fees and Expenses 12
Investment Adviser and Manager 14
Financial Highlights 15
Information About Investing
How to Purchase Shares 26
How to Redeem Shares 26
Additional Policies about Transactions 26
Shareholder Services 27
How Share Price is Determined 28
Dividends, Distributions and their Taxation 28
Conducting Business with the UMB Scout Funds 30
INVESTMENT OBJECTIVES AND PRINCIPAL INVESTMENT STRATEGIES
UMB SCOUT FUND INVESTMENT OBJECTIVE
UMB SCOUT STOCK FUND Long-term growth of capital and income.
UMB SCOUT STOCK SELECT FUND
UMB SCOUT REGIONAL FUND
UMB SCOUT WORLDWIDE FUND
UMB SCOUT WORLDWIDE SELECT FUND
UMB SCOUT CAPITAL PRESERVATION FUND Long-term growth of capital.
UMB SCOUT BALANCED FUND Long-term growth of capital and
high current income.
UMB SCOUT BOND FUND Maximum current income consistent with
quality and maturity standards.
UMB SCOUT KANSAS TAX-EXEMPT BOND FUND Current income exempt from regular
federal income tax and Kansas state
personal income tax.
UMB SCOUT MONEY MARKET FUND Maximum income consistent with safety
Federal Portfolio of principal and liquidity.
UMB SCOUT MONEY MARKET FUND
Prime Portfolio
UMB SCOUT TAX-FREE MONEY MARKET FUND Highest level of income exempt from
federal income tax consistent with
quality and maturity standards.
The shares offered by this prospectus are not deposits or obligations
of, nor guaranteed by, UMB Bank, n.a., or any other banking institution.
They are not federally insured by the Federal Deposit Insurance
Corporation (F.D.I.C.). These shares involve investment risks, including
the possible loss of the principal invested.
Principal Investment Strategies:
Each Fund and Portfolio intends to pursue its objective by principally
investing as described below. The Investment Adviser and Manager for
each Fund and Portfolio is UMB Bank, n.a.
UMB Scout Stock Fund and UMB Scout Stock Select Fund
Objective: Long-term growth of capital and income.
To pursue its objective, each Fund invests in a diversified portfolio of
common stocks. UMB Scout Stock Fund
normally invests at least 80% of its assets in common stocks and UMB
Scout Stock Select Fund normally invests substantially all (at least
90%) of its assets in common stocks. Current yield is a secondary
consideration for each Fund.
How do the Funds choose securities in which to invest? Each Fund buys
stock of companies it believes to be valuable based on the above-average
ability of the company to increase its earnings and dividends. The Funds
believe the true value of a company's stock is determined by:
The company's earnings power
The company's ability to pay dividends
The value of the company's assets
The Funds favor a `buy and hold' approach to common stock investing, and
therefore the Funds tend to hold individual common stocks for longer-
term periods. The Adviser believes that the intrinsic worth and
fundamental value of most well-managed companies do not change rapidly,
although there may be wide variations in a company's stock price. A `buy
and hold' approach also reduces portfolio turnover, which can lower
transaction fees and may result in lower taxes for investors.
Although the Funds normally invest primarily in common stocks as
described above, there may be times when they will use a higher
percentage of other investments. If the Adviser believes that negative
economic or market conditions make it more difficult to achieve growth
of capital through investment in common stocks, the Funds may seek their
objective by investing a higher percentage of their assets in preferred
stocks, fixed-income securities convertible into common stocks, high-
grade bonds or other investments that may provide income. In such cases,
the Funds will resume investing primarily in commons stocks when
conditions warrant.
The Funds intend to hold some cash, short-term debt obligations,
government securities or other high-quality investments for reserves to
cover redemptions and unanticipated expenses. There may be times,
however, when the Funds attempt to respond to adverse market, economic,
political or other conditions by investing up to 100% of their assets in
those types of investments for temporary, defensive purposes. During
those times, the Funds will not be able to pursue their investment
objective and, instead, will focus on preserving your investment.
How do UMB Scout Stock Fund and UMB Scout Stock Select Fund differ? The
relevant difference between the two Funds is that UMB Scout Stock Fund
generally maintains a larger cash reserve than UMB Scout Stock Select
Fund. Since the two Funds share the same investment style, their returns
will tend to move in the same direction. However, the larger cash
reserve of UMB Scout Stock Fund will tend to make its returns less
volatile. This means it is likely the returns will not gain as much when
the Fund's investments increase in value and the returns will not
decline as much when the investments lose value.
UMB Scout Stock Fund commenced operations in November 1982 and UMB Scout
Stock Select Fund commenced operations in May 1999.
UMB Scout Regional Fund
Objective: Long-term growth of capital and income.
The Fund normally invests at least 80% of its assets in common stocks
issued by smaller companies either located in or doing a substantial
portion of their business in Arkansas, Colorado, Illinois, Iowa, Kansas,
Missouri, Nebraska or Oklahoma. Current yield is a secondary
consideration.
How does UMB Scout Regional Fund choose securities in which to invest?
The Fund normally will invest in a diversified portfolio of stocks of
smaller regional companies having market capitalizations of $1 billion
or less. Stocks will be selected based upon the Adviser's perception of
their above-average potential for long-term growth of capital and
dividend income.
Should the Adviser believe that negative economic or market conditions
make it more difficult to achieve growth of capital through investment
in common stocks, the Fund may seek its objective by investing a higher
percentage of its assets in preferred stocks, fixed-income securities
convertible into common stocks, high-grade bonds or other defensive
investments that may provide income. In such cases, the Fund will resume
investing
primarily in common stocks when conditions warrant.
The Fund intends to hold some cash, short-term debt obligations,
government securities or other high-quality investments for reserves to
cover redemptions and unanticipated expenses. There may be times,
however, when the Fund attempts to respond to adverse market, economic,
political or other conditions by investing up to 100% of its assets in
those types of investments for temporary, defensive purposes. During
those times, the Fund will not be able to pursue its investment
objective and, instead, will focus on preserving your investment.
UMB Scout WorldWide Fund and UMB Scout Worldwide Select Fund
Objective: Long-term growth of capital and income.
Each Fund normally pursues its objective by investing in a diversified
portfolio of equity securities of established companies either located
outside the U.S. or whose primary business is carried on outside the
U.S. Equity securities include common stocks, securities convertible
into common stocks and depository receipts (receipts typically issued by
banks or trust companies representing ownership interests of securities
issued by foreign companies).
How do the Funds choose securities in which to invest? The Funds
primarily invest in securities of seasoned companies that are known for
the quality and acceptance of their products or services and for their
ability to generate profits and/or dividends. Seasoned companies are
considered to be companies that have been in existence for at least
three years. Generally, the Funds will invest no more than 25% of their
assets in any one country and intend to diversify investments among
countries and industries.
UMB Scout WorldWide Fund normally invests at least 80% of its assets in
equity securities as described above and the UMB Scout WorldWide Select
Fund normally invests substantially all (at least 90%) of its assets in
such securities. However, if the Adviser believes negative economic or
market conditions make it more difficult to achieve growth of capital
through investment in such securities, the Funds may pursue their
objective by investing a higher percentage of their assets in preferred
stocks, fixed-income securities convertible into common stocks, high-
grade bonds or other investments that may provide income. In such cases,
the Funds will resume investing primarily in equity securities when
conditions warrant.
The Funds intend to hold some cash, short-term debt obligations,
government securities or other high-quality investments for reserves to
cover redemptions and unanticipated expenses. There may be times,
however, when the Funds attempt to respond to adverse market, economic,
political or other conditions by investing up to 100% of their assets in
those types of investments for temporary defensive purposes. During
those times, the Funds will not be able to pursue their investment
objective and, instead, will focus on preserving your investment. The
Funds also may use currency forwards to hedge against possible currency
price changes.
How do UMB Scout WorldWide Fund and UMB Scout WorldWide Select Fund
differ? The relevant difference between the two Funds is that UMB Scout
WorldWide Fund generally maintains a larger cash position than UMB Scout
WorldWide Select Fund. Since the two Funds generally invest in the same
kinds of equity securities, their returns will tend to move in the same
direction. However, the larger cash position of UMB Scout WorldWide Fund
will tend to make its returns less volatile. This means it is likely the
returns will not gain as much when the Fund's investments increase in
value and the returns will not decline as much when the investments lose
value.
UMB Scout WorldWide Fund commenced operations in September 1993 and UMB
Scout WorldWide Select Fund commenced operations in May 1999.
UMB Scout Capital Preservation Fund
Objective: Long-term growth of capital.
The Fund normally pursues its objective by investing at least 65% of its
assets in a diversified portfolio of equity securities (common stocks
and securities convertible into common stocks).
How does UMB Scout Capital Preservation Fund choose securities in which
to invest? Normally, the Fund invests in equity securities of companies:
whose earnings or tangible assets are expected to outpace
inflation
with a significant potential for earnings growth or revaluation
of assets
The Fund has the flexibility to pursue its objective through any type of
domestic or foreign security, listed or over-the-counter, without
restriction as to market capitalization.
In selecting investments, the Adviser will consider economic and
monetary conditions and projected inflation rates over time and will
shift its investments based on its interpretation of economic conditions
and underlying security valuations.
The Fund intends to hold some cash, short-term debt obligations,
government securities or other high-quality investments for reserves to
cover redemptions and unanticipated expenses. There may be times,
however, when the Fund attempts to respond to adverse market, economic,
political or other conditions by investing up to 100% of its assets in
those types of investments for temporary defensive purposes. During
those times, the Fund will not be able to pursue its investment
objective and, instead, will focus on preserving your investment.
UMB Scout Balanced Fund
Objective: Long-term growth of capital and high current income.
The Fund seeks long-term growth of capital by investing in equity
securities (common stocks, securities convertible into common stocks,
preferred stocks and warrants), and seeks high current income by
investing in fixed-income securities.
How does UMB Scout Balanced Fund choose securities in which to invest?
The Fund has the flexibility to pursue its objective through any type or
quality of domestic or foreign security regardless of market
capitalization. Normally, the Fund will invest a minimum of 25% of its
assets in equity securities and a minimum of 25% of
its assets in fixed-income securities and will maintain a diversified
portfolio of investments. Generally, the average maturity of the fixed-
income securities in the portfolio will be between three and seven
years. The Adviser will shift the proportions of each type of investment
based on its interpretation of economic conditions and underlying
security valuations.
The Fund intends to hold some cash, short-term debt obligations,
government securities or other high-quality investments for reserves to
cover redemptions and unanticipated expenses. There may be times,
however, when the Fund attempts to respond to adverse market, economic,
political or other conditions by investing up to 100% of its assets in
those types of investments for temporary defensive purposes. During
those times, the Fund will not be able to pursue its investment
objective and, instead, will focus on preserving your investment.
UMB Scout Bond Fund
Objective: Maximum current income consistent with quality and maturity
standards.
Generally, the Fund will pursue its objective by investing in a
diversified portfolio of fixed-income obligations.
How does UMB Scout Bond Fund choose securities in which to invest? The
Fund normally invests at least 80% of its assets in fixed-income
instruments issued by the U.S. Government and its agencies, or
corporations or other business organizations. The Fund's investments in
securities issued by corporations or other business entities will be
rated at the time of purchase within the top three classifications of
Moody's Investor Service, Inc. (Aaa, Aa and A) or Standard & Poor's
Corporation (AAA, AA, A).
The Fund may maintain a portion of its assets in reserves to cover
redemptions, unexpected expenses and to
provide portfolio flexibility. These reserves will be held in cash or
short-term debt obligations.
The overall weighted average maturity of the Fund normally will be three
to seven years, although the Fund may purchase individual obligations of
20 years or longer to maturity. The Adviser may adjust the overall
weighted average maturity when economic or market conditions make it
desirable and in the best interest of shareholders.
UMB Scout Kansas Tax-Exempt Bond Fund
Objective: Current income exempt from regular federal income tax and
Kansas state personal income tax.
This Fund is only available to shareholders located in Kansas and
Missouri. The Fund pursues its objective by investing at least 80% of
its net assets in municipal bonds or debt instruments, the interest on
which is tax-exempt as described above.
How does UMB Scout Kansas Tax-Exempt Fund choose securities in which to
invest? The Fund generally will invest in securities that, at the time
of purchase, are within the top three classifications of Moody's
Investors Service, Inc. (Aaa, Aa, A), Standard & Poor's Corporation
(AAA, AA, A) or Fitch Investor's Services (AAA, AA, A). In
addition, the credit quality of unrated securities at the time of
purchase generally will be, in the opinion of the Adviser, at least
equivalent to an A rating by Moody's, Standard & Poor's or Fitch.
Securities that are subsequently downgraded to non-investment grade may
continue to be held by the Fund until they can be disposed of in a
reasonable manner.
Non-fundamental policies of UMB Scout Kansas Tax-Exempt Bond Fund - The
following policies of the Fund can be changed by its Board of Directors
without the approval of shareholders:
Under normal conditions, the Fund will invest at least 80%
of its assets in obligations issued by the State of Kansas or its
political subdivisions. These obligations may include municipal bonds,
notes and commercial paper of varying maturities issued by a
municipality for a wide variety of both public and private purposes.
These instruments can be classified as general obligation or revenue
bonds, or bond anticipation, tax
anticipation and revenue anticipation notes.
The Fund is classified as a "non-diversified" investment
company. This means the Fund is likely to invest a greater percentage of
its assets in a single issuer than a diversified investment company.
The overall weighted average maturity of the Fund
normally will be between five to ten years, although the Fund may purchase
individual obligations of 20 years or longer to maturity. The Adviser
may adjust the overall weighted average maturity when economic or market
conditions make it desirable and in the best interest of shareholders.
Normally, the Fund will invest up to 20% of its net assets
in short-term municipal securities, although the Fund may invest up to
100% as a temporary defensive measure in response to adverse market
conditions.
UMB Scout Money Market Fund
Objective: Maximum income consistent with safety of principal and
liquidity.
The Fund further seeks to maintain a constant net asset value of $1.00
per share. UMB Scout Money Market Fund offers two Portfolios - Federal
and Prime. The Portfolios pursue their objective by investing in high-
quality,
short-term debt instruments. Each Portfolio will maintain a weighted
average maturity of 90 days or less.
How do the Portfolios of UMB Scout Money Market Fund choose securities
in which to invest? As money market funds, the Portfolios select only
high-quality, short-term obligations in which to invest. Examples of
these securities follow.
Federal Portfolio - only invests in the following U.S. Government
securities:
Direct obligations of the U.S. Government, such as Treasury
bills, notes and bonds.
Obligations of U.S. government agencies and
instrumentalities which are secured by the full faith and credit of
the U.S. Treasury; or which are secured by the right of the issuer
to borrow from the Treasury; or are supported by the credit of
the government agency or instrumentality itself.
The Federal Portfolio may also invest in these types of
securities subject to repurchase agreements entered into with the seller
of the issues.
Prime Portfolio - In addition to the securities eligible for purchase by
the Federal Portfolio, the Prime Portfolio may also invest in:
Domestic short-term obligations issued by larger U.S.
commercial banks and Savings and Loan Associations which are members of
the Federal Deposit Insurance Corporation, or holding companies of such
banks.
Short-term obligations issued by companies that meet the
high credit-quality standards of the Portfolio.
You may request from us a free copy of the Statement of Additional
Information for details about the credit
standards to which the Fund's investments must adhere.
UMB Scout Tax-Free Money Market Fund
Objective: Highest level of income exempt from federal income tax
consistent with quality and maturity standards.
The Fund further seeks to maintain a stable net asset value of $1.00 per
share.
How does UMB Scout Tax-Free Money Market Fund choose securities in which
to invest? As a tax-free money market fund, the Fund selects only high-
quality, short-term obligations in which to invest. Normally, the Fund
will invest at least 80% of its assets in such securities issued by
municipalities. The Fund may invest any remaining
balance in taxable money market instruments, on a temporary basis, when
the Adviser believes it is in the best
interest of shareholders. However, the Fund has the ability to invest a
higher percentage in taxable obligations when, in the opinion of the
Adviser, extraordinary market conditions dictate such a defensive
posture is in the best interest of shareholders. Such taxable
instruments include: obligations of the U.S. government, its agencies
and instrumentalities; certain certificates of deposit and bankers
acceptances; or certain commercial paper.
You may request from us a free copy of the Statement of Additional
Information for details about the credit
standards to which the Fund's investments must adhere.
Shareholder approval is required to change the preceding objectives and
policies except for the following:
UMB Scout Stock Select Fund
UMB Scout WorldWide Select Fund
UMB Scout Kansas Tax-Exempt Bond Fund (as noted)
PRINCIPAL RISK FACTORS
Market Risks
Equity securities are subject to market, economic and business risks
that will cause their prices to fluctuate over time. Since UMB Scout
Stock, Stock Select, Regional, WorldWide, WorldWide Select, Capital
Preservation and Balanced Funds are normally invested in equity
securities, you should expect the value of these Funds to go up and
down. As with any mutual fund, there is a risk that you could lose money
by investing in the Funds.
Different types of investments shift in and out of favor depending on
market and economic conditions. At various times stocks will be more or
less favorable than bonds, and small company stocks will be more or less
favorable than large company stocks. Because of this, the Funds will
perform better or worse than other types of funds depending on what is
in favor.
Small Company Risks
UMB Scout Regional Fund invests primarily in small companies. Generally,
smaller and less seasoned companies have more potential for rapid
growth. However, they often involve greater risk than larger companies
and these risks are passed on to Funds that invest in them. These
companies may not have the management experience, financial resources,
product diversification and competitive strengths of larger companies.
Therefore, the securities of smaller companies are generally more
volatile than the securities of larger, more established companies. An
investment
in UMB Scout Regional Fund may be more suitable for long-term investors
who can bear the risk of these
fluctuations. While the Fund cannot eliminate these risks, the Funds'
Adviser tries to minimize risk by diversifying its investments across
different companies and economic sectors.
Smaller company stocks tend to be bought and sold less often and in
smaller amounts than larger company stocks. Because of this, if the Fund
wants to sell a large quantity of a small company stock it may have to
sell at a lower price than its Investment Adviser might prefer, or it
may have to sell in small quantities over a period of time. The Fund
tries to minimize this risk by investing in stocks that are readily
bought and sold.
Fixed Income Risks
An investment in the Portfolios of the UMB Scout Money Market Fund or
UMB Scout Tax-Free Money Market Fund is not insured or guaranteed by the
Federal Deposit Insurance Corporation or any other government agency.
Although the Adviser seeks to preserve the value of your investment at
$1.00 per share, it is possible to lose money by investing in them.
Yields and principal values of debt securities (bonds) will fluctuate.
Generally, values of debt securities change inversely with interest
rates. That is, as interest rates go up, the values of debt securities
tend to go down and vice versa. Furthermore, these fluctuations tend to
increase as a bond's maturity increases, so a longer term bond will
increase or decrease more for a given change in interest rates than a
shorter term bond. As a result, the value of Funds like UMB Scout
Balanced, Bond and Kansas Tax-Exempt Bond will go up and down. As with
all mutual funds, you could lose money by investing in these Funds.
The amount of dividends paid by these Funds to you will vary depending
on the amount of income they earn on their investments. It is possible
an issuer of a debt security owned by one of the Funds could default on
interest and/or principal payments that are payable to a Fund.
International Risks
International investing poses additional risks such as currency
fluctuations. If a security owned by a Fund is denominated in a foreign
currency, the price of that security may go up in the local currency but
cause a loss to the Fund when priced in U.S. dollars. International
markets, especially in developing countries, are subject to political
instability and are not always as liquid as in the U.S., sometimes
making it harder to sell a security. In addition,
foreign companies may not be subject to comparable accounting, auditing
and financial reporting standards as U.S. companies. These risks are
inherently passed on to the company's shareholders, including UMB Scout
WorldWide and WorldWide Select Funds, and in turn, to the Fund's
shareholders. UMB Scout WorldWide and WorldWide Select Funds intend to
limit these risks by investing no more than 20% of their respective
assets in investments in developing countries.
Geographic Risks
UMB Scout Regional Fund and UMB Scout Kansas Tax-Exempt Bond Fund invest
in issuers connected with
relatively limited geographic areas. These issuers are more susceptible
to specific adverse economic or political occurrences or developments
than are more geographically dispersed issuers.
Year 2000 Risks
Computer systems that cannot process and calculate date-related
information as of and after January 1, 2000 are a concern for financial
and business organizations around the world. The Funds are taking steps
to address the Year 2000 issue with respect to the computer systems they
employ, and have asked that their major service providers take
comparable steps. Also, the Funds' Adviser is using its best efforts to
evaluate any potential adverse effects from the Year 2000 issue on
companies whose securities may be purchased by the Funds. However, there
is no assurance that these steps will be completely effective.
PAST PERFORMANCE
The following tables provide an indication of the risks of investing in
the Funds. The bar charts show how each Funds' returns have changed from
year to year. The tables on the right show how each Fund's average
annual returns for certain periods compare with those of one or more
broad market benchmarks. The tables include all expenses of the Funds
and assume that all dividends and capital gains distributions have been
reinvested in new shares. Keep in mind that past performance is not
necessarily an indication of how a Fund will perform in the future.
Information is not included for UMB Scout Stock Select Fund, UMB Scout
WorldWide Select Fund, UMB Scout Capital Preservation Fund and UMB Scout
Kansas Tax-Exempt Bond Fund because these Funds did not have a full
calendar year of operations as of December 31, 1998.
CHART - UMB SCOUT STOCK FUND
Annual Total Return as of December 31 of Each Year
Year-to-Date Return (through September 30, 1999) = _________ %
Best Quarter Ended 6/99 = 13.70%
Worst Quarter Ended 9/90 = -9.72%
Average Annual Total Return as of December 31, 1998
1 Year 5 Years 10 Years
Stock Fund 7.62% 12.14% 11.79%
Lipper Growth & Income
Fund Index 13.58% 17.85% 15.55%
S&P 500 Index 28.58% 24.06% 19.21%
CHART - UMB SCOUT REGIONAL FUND
Annual Total Return as of December 31 of Each Year
Year-to-Date Return (through September 30, 1999) = _________ %
Best Quarter Ended 6/99 = 18.21%
Worst Quarter Ended 9/98 = -13.61%
Average Annual Total Return as of December 31, 1998
1 Year 5 Years 10 Years
Regional Fund -3.68% 10.01% 8.13%
Lipper Small Co.
Fund Index -1.33% 11.17% 13.09%
Russell 2000 Index -2.55% 11.86% 12.92%
CHART - UMB SCOUT WORLDWIDE FUND
Annual Total Return as of December 31 of Each Year
Year-to-Date Return (through September 30, 1999) = _________ %
Best Quarter Ended 12/98 = 15.68%
Worst Quarter Ended 9/98 = -13.21%
Average Annual Total Return as of December 31, 1998
1 Year 5 Years Since Inception*
WorldWide Fund 17.96% 14.49% 14.83%
Lipper Global Fund
Index 14.59% 11.08% 13.24%
MSCI EAFE Index 20.33% 9.37% 9.22%
*Inception Date: September 14, 1993
CHART - UMB SCOUT BALANCED FUND
Annual Total Return as of December 31 of Each Year
Year-to-Date Return (through September 30, 1999) = _________ %
Best Quarter Ended 3/98 = 5.37%
Worst Quarter Ended 9/98 = -2.47%
Average Annual Total Return as of December 31, 1998
1 Year Since Inception*
Balanced Fund 3.16% 6.45%
Lipper Balanced Fund
Index 15.03% -
S&P 500 Index 28.58% 28.23%
*Inception Date: December 6, 1995
CHART - UMB SCOUT BOND FUND
Annual Total Return as of December 31 of Each Year
Year-to-Date Return (through September 30, 1999) = _________ %
Best Quarter Ended 6/89 = 5.74%
Worst Quarter Ended 3/94 = -2.42%
Average Annual Total Return as of December 31, 1998
1 Year 5 Years 10 Years
Bond Fund 7.14% 5.63% 7.54%
Lipper Intermediate Inv.
Grade Fund Index 7.80% 6.43% 8.21%
CHART - UMB SCOUT MONEY MARKET FUND - PRIME PORTFOLIO
Annual Total Return as of December 31 of Each Year
Year-to-Date Return (through September 30, 1999) = _________ %
Best Quarter Ended 6/89 = 2.32%
Worst Quarter Ended 6/93 = 0.67%
Average Annual Total Return as of December 31, 1998
1 Year 5 Years 10 Years
Money Market Fund -
Prime 5.14% 4.94% 5.36%
Lipper Money Market
Fund Index 5.11% 4.90% 5.33%
Merrill Lynch 91-Day
Treasury Bill Index 5.23% 5.21% 5.68%
CHART - UMB SCOUT MONEY MARKET FUND - FEDERAL PORTFOLIO
Annual Total Return as of December 31 of Each Year
Year-to-Date Return (through September 30, 1999) = _________ %
Best Quarter Ended 6/89 = 2.28%
Worst Quarter Ended 6/93 = 0.66%
Average Annual Total Return as of December 31, 1998
1 Year 5 Years 10 Years
Money Market Fund -
Federal 5.04% 4.88% 5.28%
Lipper Money Market
Fund Index 5.11% 4.90% 5.33%
Merrill Lynch 91-Day
Treasury Bill Index 5.23% 5.21% 5.68%
CHART - UMB SCOUT TAX-FREE MONEY MARKET FUND
Annual Total Return as of December 31 of Each Year
Year-to-Date Return (through September 30, 1999) = _________ %
Best Quarter Ended 6/89 = 1.55%
Worst Quarter Ended 3/94 = 0.44%
Average Annual Total Return as of December 31, 1998
1 Year 5 Years 10 Years
Tax-Free Money Market
Fund 2.94% 2.95% 3.44%
Lipper Money Market Fund
(Tax-Adjusted) Index 3.52% 3.38% 3.67%
Merrill Lynch 91-Day
Treasury Bill Index 5.23% 5.21% 5.68%
FEES AND EXPENSES
The following tables describe the fees and expenses that you may pay if
you buy and hold shares of the different Funds. UMB Scout Stock Select
Fund and UMB Scout WorldWide Select Fund are new Funds as of May 1999,
so the amounts of "Other Expenses," "Total Annual Fund Expenses" and the
"Example" are based on estimates for the first year of operation.
<TABLE>
<CAPTION>
UMB UMB UMB UMB UMB UMB UMB UMB UMB UMB UMB UMB
SCOUT SCOUT SCOUT SCOUT SCOUT SCOUT SCOUT SCOUT SCOUT SCOUT SCOUT SCOUT
STOCK STOCK REGIO- WORLD WORLD CAPIT- BALAN- BOND KANSAS MM MM T-F
FUND SELECT NAL WIDE WIDE AL PRE- CED FUND T-E FEDERAL PRIME MM FUND
FUND FUND FUND SELECT SERVA. FUND BOND PORT. PORT.
</CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Shareholder Fees
(fees paid directly from
your investment)
Maximum Sales Charge (Load)
Imposed on Purchases None None None None None None None None None None None None
Maximum Deferred Sales
Charge (Load) None None None None None None None None None None None None
Maximum Sales Charge
(Load) Imposed on
Reinvested Dividends None None None None None None None None None None None None
Redemption Fee None None None None None None None None None None None None
Exchange Fee None None None None None None None None None None None None
Annual Fund Operating Expenses
(expenses deducted from
Fund assets)
Management Fees .85% .85% .85% .85% .85% .85% .85% .85% .50% .50% .50% .50%
Distribution (12b-1) Fees None None None None None None None None None None None None
Other Expenses .02% None .04% .01% None None .02% .02% None .01% .01% .02%
Total Annual Fund
Operating Expenses .87% .85% .89% .86% .85% .85% .87% .87% .50% .51% .51% .52%
</TABLE>
EXAMPLES
The following examples are intended to help you compare the cost of
investing in the Funds with the cost of investing in other mutual funds.
The examples assume that you invest $10,000 in the Fund for the time
periods indicated and then redeem all your shares at the end of those
periods. The examples also assume that your investment has a 5% return
each year and that the Fund's operating expenses remain the same.
Although your actual costs may be higher or lower, based on these
assumptions your costs would be:
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 Year $89 $87 $91 $88 $87 $87 $89 $89 $51 $52 $52 $53
3 Years $278 $271 $284 $274 $271 $271 $278 $278 $160 $164 $164 $167
5 Years $482 $493 $477 $471 $482 $482 $280 $285 $285 $291
10 Years $1,073 $1,096 $1,061 $1,049 $1,073 $1,073 $628 $640 $640 $653
Investment Adviser and Manager
UMB Bank, n.a., is each Fund's Manager and Investment Adviser and is
located at 1010 Grand Kansas City, Missouri. UMB Bank, n.a., maintains an
experienced investment analysis and research staff that serves a broad
variety of individual, corporate and institutional clients.
James L. Moffett has been portfolio manager of UMB Scout Stock Fund and
UMB Scout Stock Select Fund since May 1999. In addition, he has managed
UMB Scout WorldWide Fund and UMB Scout WorldWide Select Fund since 1993
and May 1999, respectively. He is a Chartered Financial Analyst and has
over 31 years of investment management experience. He joined UMB Bank,
n.a., (previously Commercial National Bank) in 1979. David B. Anderson
has been portfolio manager of UMB Scout Regional Fund since the Fund's
change in investment objective in 1991. He joined UMB Bank, n.a., in
1979 and has 26 years of investment management experience. David R.
Bagby has been portfolio manager of UMB Scout Capital Preservation Fund
since 1998. Mr. Bagby assumed portfolio management responsibility for
UMB Scout Balanced Fund in 1998. He joined UMB Bank, n.a, in 1993 and is
a Chartered Financial Analyst with over 25 years of investment
management experience. George W. Root has been portfolio manager of UMB
Scout Bond Fund since 1982. He joined UMB Bank, n.a, in 1978 and has
over 23 years of investment management experience. M. Kathryn Gellings
and Rex Matlack have been portfolio managers of UMB Scout Kansas Tax-
Exempt Bond Fund since 1998. Ms. Gellings joined UMB Bank, n.a., in 1986
and has 12 years of investment experience. Mr. Matlack has 17 years of
investment experience and joined UMB Bank, n.a., in 1993. He
is a Chartered Financial Analyst. William A. Faust has been portfolio
manager of both the Federal and Prime Portfolios of UMB Scout Money
Market Fund since 1995. He joined UMB Bank, n.a., in 1983 and has over
28 years of investment management experience. J. Eric Kelley has been
portfolio manager of UMB Scout Tax-Free Money Market Fund since 1996. He
joined UMB Bank, n.a., in 1995 and has over eight years of investment
experience.
As Manager, UMB Bank, n.a., provides or pays the cost of all management,
supervisory and administrative
services required in the normal operation of the Funds. This includes
investment management and supervision; fees of the custodian,
independent auditors and legal counsel; officers, directors and other
personnel; rent; shareholder services; and other items incidental to
corporate administration. Operating expenses not required in the normal
operation of a Fund are payable by the Fund. These expenses include
taxes, interest, governmental charges and fees, including registration
of the Funds' shares with the Securities and Exchange Commission and
fees payable to various states. Each Fund also pays its own brokerage
costs, dues, and all extraordinary costs including expenses arising out
of anticipated or actual litigation or administrative proceedings.
UMB Bank, n.a., employs Jones & Babson, Inc. at its own expense to
provide shareholder accounting system and transfer agency services.
Jones & Babson also acts as the Funds' principal underwriter and
distributor. Jones & Babson is a mutual fund servicing organization that
was founded in 1959.
For its services, UMB Scout Stock Fund, UMB Scout Stock Select Fund, UMB
Scout Regional Fund, UMB Scout WorldWide Fund, UMB Scout WorldWide
Select Fund, UMB Scout Capital Preservation Fund, UMB Scout Balanced
Fund and UMB Scout Bond Fund each pay UMB Bank, n.a., a fee at the
annual rate of 85/100 of one
percent (0.85%) of their average daily net assets. Likewise, UMB Scout
Kansas Tax-Exempt Bond Fund, UMB Scout Money Market Fund and UMB Scout
Tax-Free Money Market Fund pay UMB Bank, n.a., a fee at the annual rate
of 50/100 of one percent (0.50%) of average daily net assets. These fees
are computed daily and paid semi-monthly.
UMB Bank, n.a., from its own resources, may compensate its affiliates
for marketing, shareholder servicing, recordkeeping and/or other
services performed with respect to the Fund's shares. This includes a fee
paid by UMB Bank n.a. to UMB Scout Brokerage Services, Inc. on UMB Scout Fund
shares held in customer accounts at UMB Scout Brokerage Services, Inc.
FINANCIAL HIGHLIGHTS
UMB SCOUT STOCK FUND
The financial highlights table is intended to help you understand the
Fund's financial performance for the past 5 years
pertaining to its UMB Scout Stock Fund series. Certain information
reflects financial results for a single share. The
total returns in the table represent the rate that an investor would
have earned (or lost) on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information has
been audited by Baird, Kurtz & Dobson, whose report, along with the
Fund's financial statements, are included in the Annual Report, which is
available upon request. The information for the fiscal year ending on
June 30, 1995, is covered by the report of other auditors.
</TABLE>
<TABLE>
<CAPTION>
YEARS ENDED JUNE 30,
1999 1998 1997 1996 1995
</CAPTION>
<S> <C> <C> <C> <C> <C>
Net assets, beginning of year $19.63 $18.33 $16.69 $16.36 $15.42
Income from investment operations:
Net investment income 0.37 0.41 0.43 0.48 0.48
Net realized and unrealized
gains on securities 2.18 2.33 2.23 1.36 2.06
Total from investment operations 2.55 2.74 2.66 1.84 2.54
Distributions from:
Net investment income (0.41) (0.40) (0.42) (0.47) (0.47)
Net realized gain
on investment transactions (1.24) (1.04) (0.60) (1.04) (1.13)
Total distributions (1.65) (1.44) (1.02) (1.51) (1.60)
Net asset value, end of year $20.53 $19.63 $18.33 $16.69 $16.36
Total return 14% 15% 16% 12% 17%
Ratios/Supplemental Data
Net assets, end of year (in millions) $182 $195 $193 $171 $1,372
Ratio of expenses to average net assets 0.87% 0.86% 0.86% 0.85% 0.86%
Ratio of net investment income
to average net assets 1.93% 2.07% 2.48% 2.81% 3.01%
Portfolio turnover rate 14% 10% 16% 28% 52%
</TABLE>
UMB SCOUT STOCK SELECT FUND
The financial highlights table is intended to help you understand the
Fund's financial performance since inception
pertaining to its UMB Scout Stock Select Fund series. Certain
information reflects financial results for a single share. The
total returns in the table represent the rate that an investor would
have earned (or lost) on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information has
been audited by Baird, Kurtz & Dobson, whose report, along with the
Fund's financial statements, are included in the Annual Report, which is
available upon request.
Net assets, beginning of year $ 10.00
Income from investment operations:
Net investment income 0.01
Net realized and unrealized gains on securities 0.07
Total from investment operations 0.08
Distributions from:
Net investment income -
Net realized gain on investment transactions -
Total distributions -
Net asset value, end of year $ 10.08
Total return 6%
Ratios/Supplemental Data
Net assets, end of year (in millions) $ 2
Ratio of expenses to average net assets 0.85%
Ratio of net investment income to average net assets 2.35%
Portfolio turnover rate 7%
*The Fund was capitalized on March 17, 1999, with
$100,000, representing 10,000 shares at a net asset value
of $10.00 per share. Initial public offering was made on
May 17, 1999, at which time net asset value was $10.00
per share. Ratios for this initial period of operation are
annualized.
UMB SCOUT REGIONAL FUND
The financial highlights table is intended to help you understand the
Fund's financial performance for the past 5 years. Certain information
reflects financial results for a single share. The total returns in the
table represent the rate that
an investor would have earned (or lost) on an investment in the Fund
(assuming reinvestment of all dividends and
distributions). This information has been audited by Baird, Kurtz &
Dobson, whose report, along with the Fund's financial statements, are
included in the Annual Report, which is available upon request.
<TABLE>
<CAPTION>
JANUARY 1, 1996 YEARS ENDED
YEARS ENDED JUNE 30, TO DECEMBER 31,
1999 1998 1997 JUNE 30, 1996* 1995 1994
</CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $11.76 $11.21 $10.38 $10.11 $9.20 $9.49
Income from investment operations:
Net investment income 0.19 0.20 0.22 0.10 0.19 0.18
Net realized and unrealized gains
or (losses) on securities 0.18 1.38 1.32 0.67 1.62 (0.12)
Total from investment operations 0.37 1.58 1.54 0.77 1.81 0.06
Distributions from:
Net investment income (0.22) (0.22) (0.18) (0.10) (0.19) (0.18)
Net realized gain
on investment transactions (0.52) (0.81) (0.53) (0.40) (0.71) (0.17)
Total distributions (0.74) (1.03) (0.71) (0.50) (0.90) (0.35)
Net asset value, end of period $11.39 $11.76 $11.21 $10.38 $10.11 $9.20
Total return 4% 14% 15% 15% 20% 1%
Ratios/Supplemental Data
Net assets, end of period (in millions) $44 $50 $49 $42 $36 $28
Ratio of expenses to average net assets 0.89% 0.85% 0.87% 0.86% 0.89% 0.91%
Ratio of net investment income
to average net assets 1.76% 1.54% 2.09% 1.94% 1.95% 1.95%
Portfolio turnover rate 13% 13% 20% 29% 37% 27%
</TABLE>
*Ratios for this period of operation are annualized.
UMB SCOUT WORLDWIDE FUND
The financial highlights table is intended to help you understand the
Fund's financial performance for the past 5 years
pertaining to its UMB Scout WorldWide Fund series. Certain information
reflects financial results for a single share. The
total returns in the table represent the rate that an investor would
have earned (or lost) on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information has
been audited by Baird, Kurtz & Dobson, whose report, along with the
Fund's financial statements, are included in the Annual Report, which is
available upon request. The information for the fiscal year ending on
June 30, 1995, is covered by the report of other auditors.
<TABLE>
<CAPTION>
JANUARY 1, 1996 YEAR ENDED
YEARS ENDED JUNE 30, TO DECEMBER 31
1999 1998 1997 JUNE 30, 1996 1995
</CAPTION>
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $18.62 $16.00 $12.90 $12.08 $10.84
Income from investment operations:
Net investment income 0.26 0.29 0.26 0.14 0.22
Net realized and unrealized gains
on securities 1.75 2.87 3.12 0.86 1.36
Total from investment operations 2.01 3.16 3.38 1.00 1.58
Distributions from:
Net investment income (0.23) (0.32) (0.21) (0.14) (0.22)
Net realized gain on
investment transactions (0.02) (0.22) (0.07) (0.04) (0.12)
Total distributions (0.25) (0.54) (0.28) (0.18) (0.34)
Net asset value, end of period $20.38 $18.62 $16.00 $12.90 $12.08
Total return 11% 20% 26% 17% 15%
Ratios/Supplemental Data
Net assets, end of year (in millions) $181 $83 $48 $31 $24
Ratio of expenses to average net assets 0.86% 0.87% 0.86% 0.85% 0.85%
Ratio of net investment income
to average net assets 1.69% 2.01% 1.93% 2.40% 1.97%
Portfolio turnover rate 8% 3% 18% 5% 27%
</TABLE>
*Ratios for this initial period of operation are annualized.
UMB SCOUT WORLDWIDE SELECT FUND
The financial highlights table is intended to help you understand the
Fund's financial performance since inception
pertaining to its UMB Scout WorldWide Select Fund series. Certain
information reflects financial results for a single share. The total
returns in the table represent the rate that an investor would have
earned (or lost) on an investment in the Fund (assuming reinvestment of
all dividends and distributions). This information has been audited by
Baird, Kurtz & Dobson, whose report, along with the Fund's financial
statements, are included in the Annual Report, which is available upon
request.
MAY 17, 1999
TO JUNE 30, 1999*
Net asset value, beginning of period $ 10.00
Income from investment operations:
Net investment income 0.01
Net realized and unrealized gains on securities 0.19
Total from investment operations 0.20
Distributions from:
Net investment income -
Net realized gain on investment transactions -
Total distributions -
Net asset value, end of period $ 10.20
Total return 16%
Ratios/Supplemental Data
Net assets, end of year (in millions) $ 3
Ratio of expenses to average net assets 0.85%
Ratio of net investment income to average net assets 1.90%
Portfolio turnover rate 6%
*The Fund was capitalized on March 17, 1999, with $100,000,
representing 10,000 shares at a net asset value of $10.00 per share.
Initial public offering was made on May 17, 1999, at which time net asset
value was $10.00 per share. Ratios for this initial period of operation
are annualized.
UMB SCOUT CAPITAL PRESERVATION FUND
The financial highlights table is intended to help you understand the
Fund's financial performance since inception. Certain information
reflects financial results for a single share. The total returns in the
table represent the rate that an investor would have earned (or lost) on
an investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by Baird, Kurtz &
Dobson, whose report, along with the Fund's financial statements, are
included in the Annual Report, which is available upon request.
<TABLE>
<CAPTION>
FEBRUARY 23, 1998
YEAR ENDED TO
JUNE 30, 1999 JUNE 30, 1998*
</CAPTION>
<S> <C> <C>
Net asset value, beginning of period $ 9.74 $ 10.00
Income (loss) from investment operations:
Net investment income 0.17 0.07
Net realized and unrealized gain
(loss) on securities 0.08 (0.33)
Total from investment operations 0.25 (0.26)
Distributions from:
Net investment income (0.21) -
Net realized gain on investment
transactions (0.02) -
Total distributions (0.23) -
Net asset value, end of period $ 9.76 $ 9.74
Total return 3% (7%)
Ratios/Supplemental Data
Net assets, end of year (in thousands) $ 922 $ 549
Ratio of expenses to average net assets 0.85% 0.85%
Ratio of net investment income to average
net assets 2.44% 3.26%
Portfolio turnover rate 95% 7%
</TABLE>
*The Fund was capitalized on January 13, 1998 with $100,000,
representing 10,000 shares at a net asset value of
$10.00 per share. Initial public offering was made on February 23, 1998,
at which time net asset value was $10.00 per share.
Ratios for this initial period of operation are annualized.
UMB SCOUT BALANCED FUND
The financial highlights table is intended to help you understand the
Fund's financial performance since inception. Certain information
reflects financial results for a single share. The total returns in the
table represent the rate that an investor would have earned (or lost) on
an investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by Baird, Kurtz &
Dobson, whose report, along with the Fund's financial statements, are
included in the Annual Report, which is available upon request.
<TABLE>
<CAPTION>
DECEMBER 6
YEARS ENDED JUNE 30, 1995 TO
1999 1998 1997 JUNE 30,
1996*
</CAPTION>
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 10.91 $ 10.72 $ 10.18 $ 10.09
Income from investment operations:
Net investment income 0.38 0.43 0.35 0.27
Net realized and unrealized gain
(loss) on securities (0.21) 0.54 0.52 0.06
Total from investment operations 0.17 0.97 0.87 0.33
Distributions from:
Net investment income (0.41) (0.45) (0.32) (0.24)
Net realized gain on investment
transactions (0.50) (0.33) (0.01) -
Total distributions (0.91) (0.78) (0.33) (0.24)
Net asset value, end of period $ 10.17 $ 10.91 $ 10.72 $ 10.18
Total return 2% 9% 9% 6%
Ratios/Supplemental Data
Net assets, end of year (in millions) $ 5 $ 8 $ 8 $ 3
Ratio of expenses to average net assets 0.87% 0.85% 0.83% 0.85%
Ratio of net investment income to average
net assets 3.48% 3.78% 3.85% 3.71%
Portfolio turnover rate 95% 15% 14% 5%
</TABLE>
*The Fund was capitalized on October 2, 1995 with $100,000, representing
10,000 shares at a net asset value of
$10.00 per share. Initial public offering was made on December 6, 1995,
at which time net asset value was $10.09 per share.
Ratios for this initial period of operation are annualized.
UMB SCOUT BOND FUND
The financial highlights table is intended to help you understand the
Fund's financial performance for the past five years. Certain
information reflects financial results for a single share. The total
returns in the table represent the rate that
an investor would have earned (or lost) on an investment in the Fund
(assuming reinvestment of all dividends and
distributions). This information has been audited by Baird, Kurtz &
Dobson, whose report, along with the Fund's financial statements, are
included in the Annual Report, which is available upon request. The
information for the fiscal year ending on June 30, 1995, is covered by
the report of other auditors.
<TABLE>
<CAPTION>
YEARS ENDED JUNE 30,
1999 1998 1997 1996 1995
</CAPTION>
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year $11.21 $10.98 $10.93 $11.10 $10.75
Income from investment operations:
Net investment income 0.62 0.62 0.62 0.62 0.63
Net realized and unrealized
gain (loss) on securities (0.26) 0.23 0.05 (0.16) 0.35
Total from investment operations 0.36 0.85 0.67 0.46 0.98
Distributions from:
Net investment income (0.62) (0.62) (0.62) (0.62) (0.63)
Net realized gain on investment
transactions - - - (0.01) -*
Total distributions (0.62) (0.62) (0.62) (0.63) (0.63)
Net asset value, end of year $10.95 $11.21 $10.98 $10.93 $11.10
Total return 3% 8% 6% 4% 10%
Ratios/Supplemental Data
Net assets, end of year (in millions) $72 $78 $79 $81 $77
Ratio of expenses to average net assets 0.87% 0.87% 0.87% 0.86% 0.86%
Ratio of net investment income to average net assets 5.48% 5.61% 5.69% 5.63% 5.91%
Portfolio turnover rate 23% 12% 19% 12% 2%
</TABLE>
*Capital gain distribution of .003 not significant for per share table.
UMB SCOUT KANSAS TAX-EXEMPT BOND FUND
The financial highlights table is intended to help you understand the
Fund's financial performance since inception. Certain information
reflects financial results for a single share. The total returns in the
table represent the rate that an investor would have earned (or lost) on
an investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by Baird, Kurtz &
Dobson, whose report, along with the Fund's financial statements, are
included in the Annual Report, which is available upon request.
<TABLE>
<CAPTION>
FEBRUARY 23, 1998
YEAR ENDED TO
JUNE 30, 1999 JUNE 30, 1998*
</CAPTION>
<S> <C> <C>
Net asset value, beginning of period $ 9.94 $ 10.00
Income from investment operations:
Net investment income 0.40 0.13
Net realized and unrealized
loss on securities (0.14 ) (0.06 )
Total from investment operations 0.26 0.07
Distributions from:
Net investment income (0.40 ) (0.13 )
Net asset value, end of period $ 9.80 $ 9.94
Total return 3% 2%
Ratios/Supplemental Data
Net assets, end of year (in millions) $ 8 $ 6
Ratio of expenses to average net assets 0.50% 0.50%
Ratio of net investment income to average net assets 4.01% 4.33%
Portfolio turnover rate 12% 4%
</TABLE>
*The Fund was capitalized on January 13, 1998 with $100,000,
representing 10,000 shares at a net asset value of
$10.00 per share. Initial public offering was made on February 23, 1998,
at which time net asset value was $10.00 per share.
Ratios for this initial period of operation are annualized.
UMB SCOUT MONEY MARKET FUND
The financial highlights table is intended to help you understand the
Fund's financial performance for the past five years pertaining to its
Federal Portfolio and its Prime Portfolio. Certain information reflects
financial results for a single share. The total returns in the table
represent the rate that an investor would have earned (or lost) on an
investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by Baird, Kurtz &
Dobson, whose report, along with the Fund's financial statements, are
included in the Annual Report, which is available upon request. The
information for each of the fiscal years prior to and ending on June 30,
1996, is covered by the report of other auditors.
<TABLE>
<CAPTION>
YEARS ENDED JUNE 30,
1999 1998 1997 1996 1995
</CAPTION>
<S> <C> <C> <C> <C> <C>
FEDERAL PORTFOLIO
Net asset value, beginning of year $1.00 $1.00 $1.00 $1.00 $1.00
Income from investment operations:
Net investment income 0.05 0.05 0.05 0.05 0.05
Distributions from:
Net investment income (0.05) (0.05) (0.05) (0.05) (0.05)
Net asset value, end of year $1.00 $1.00 $1.00 $1.00 $1.00
Total return 5% 5% 5% 5% 5%
Ratios/Supplemental Data
Net assets, end of year (in millions) $298 $303 $238 $228 $183
Ratio of expenses to average net assets 0.51% 0.51% 0.52% 0.51% 0.51%
Ratio of net investment income to average net assets 4.58% 5.03% 4.92% 5.09% 4.97%
PRIME PORTFOLIO
Net asset value, beginning of year $1.00 $1.00 $1.00 $1.00 $1.00
Income from investment operations:
Net investment income 0.05 0.05 0.05 0.05 0.05
Distributions from:
Net investment income (0.05) (0.05) (0.05) (0.05) (0.05)
Net asset value, end of year $1.00 $1.00 $1.00 $1.00 $1.00
Total return 5% 5% 5% 5% 5%
Ratios/Supplemental Data
Net assets, end of year (in millions) $678 $556 $445 $330 $245
Ratio of expenses to average net assets 0.51% 0.51% 0.51% 0.51% 0.51%
Ratio of net investment income to average net assets 4.72% 5.14% 4.97% 5.16% 5.10%
</TABLE>
UMB SCOUT TAX-FREE MONEY MARKET FUND
The financial highlights table is intended to help you understand the
Fund's financial performance for the past 5 years. Certain information
reflects financial results for a single share. The total returns in the
table represent the rate that
an investor would have earned (or lost) on an investment in the Fund
(assuming reinvestment of all dividends and
distributions). This information has been audited by Baird, Kurtz &
Dobson, whose report, along with the Fund's financial statements, are
included in the Annual Report, which is available upon request. The
information for the fiscal year ending on June 30, 1995, is covered by
the report of other auditors. The information for the fiscal year ending
on June 30, 1995, is covered by the report of other auditors.
<TABLE>
<CAPTION>
Years Ended June 30,
1999 1998 1997 1996 1995
</CAPTION>
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year $1.00 $1.00 $1.00 $1.00 $1.00
Income from investment operations:
Net investment income 0.03 0.03 0.03 0.03 0.03
Distributions from:
Net investment income (0.03) (0.03) (0.03) (0.03) (0.03)
Net asset value, end of year $1.00 $1.00 $1.00 $1.00 $1.00
Total return 3% 3% 3% 3% 3%
Ratios/Supplemental Data
Net assets, end of year (in millions) $126 $123 $162 $128 $78
Ratio of expenses to average net assets 0.52% 0.54% 0.55% 0.52% 0.54%
Ratio of net investment income to average net assets 2.66% 3.21% 3.16% 3.13% 3.20%
</TABLE>
HOW TO PURCHASE SHARES
No-Load Funds
There are no sales commissions, redemption fees or Rule
12b-1 distribution fees
How to Buy Shares (see chart on page 30 for details)
By phone, mail or wire
Through Automatic Monthly Investments
Through exchanges from other UMB Scout Funds
Minimum Initial Investment
$1,000 for most accounts
$250 for IRA and Uniform Transfer (Gift) to Minors accounts
$100 with Automatic Monthly Investments
$1,000 for exchanges from another UMB Scout Fund
Minimum Additional Investments
$100 for purchases by phone or mail ($500 for wire
purchases)
$50 for Automatic Monthly Investments
$1,000 for exchanges from another UMB Scout Fund
Minimum Account Size
You must maintain a minimum account size equal to the current minimum
initial investment (usually $1,000). If your account falls below this
amount due to redemptions (not market action) we may notify you and ask
you to increase the account to the minimum. We will close the account
and send your money if you do not bring the account up to the minimum
within 60 days after we mail you the notice.
HOW TO REDEEM SHARES
You may withdraw from your Fund account at any time in the following
amounts:
any amount for redemptions requested by mail or phone
$500 or more for redemptions wired to your account (there may be a
fee)
$50 or more for redemptions by a systematic redemption plan (there may
be a fee)
$1,000 or more for exchanges to another Fund
$100 or more for redemptions by automatic monthly exchange to another
Fund
ADDITIONAL POLICIES ABOUT TRANSACTIONS
We cannot process transaction requests that are not complete and in good
order as described in this section. We may cancel or change our
transaction policies without notice. To avoid delays, please call us if
you have any questions about these policies.
Purchases - We may reject orders when not accompanied by payment or when
in the best interest of a Fund and its shareholders.
Redemptions - We try to send proceeds as soon as practical. In any
event, we send proceeds by the third
business day after we receive a request in good order. We cannot accept
requests that contain special conditions
or effective dates. We may request additional documentation to ensure
that a request is genuine. Under certain
circumstances, we may pay you proceeds in the form of portfolio
securities owned by the Fund. If you receive
securities instead of cash, you may incur brokerage costs when
converting them into cash.
The Funds' Manager believes that certain investors who try to "time the market"
by purchasing and redeeming shares from the Funds on a regular basis may
disrupt the investment process and pose additional costs to the Funds.
Therefore in those cases the Fund Manager may delay redemtion proceeds up to
seven days or take other actions it deems necessary to discourage such
activity.
If you request a redemption within 15 days of purchase, we will delay
sending your proceeds until we have
collected unconditional payment, which may take up to 15 days from the
date of purchase. For your protection, if your account address has been
changed within the last 30 days, your redemption request must be in
writing and signed by each account owner, with signature guarantees. The
right to redeem shares may be temporarily suspended in emergency
situations, only as permitted under federal law.
Withdrawal by Draft ("check") is limited to open account shares of UMB
Scout Money Market Fund - Federal Portfolio and Prime Portfolio - and
Tax-Free Money Market Fund. You may elect this method of redemption on
your initial application, or on a form which will be sent to you upon
request. All signatures must be guaranteed unless this method of
redemption is elected on your initial application. Draft amounts may
range from $500 to $100,000.
Signature Guarantees - You can get a signature guarantee from most banks
or securities dealers and certain other financial institutions, but not
a notary public. For your protection, we require a guaranteed signature
if you request:
A redemption check sent to a different payee, bank or address than we
have on file.
A redemption check mailed to an address that has been changed within
the last 30 days.
A redemption for $50,000 or more in writing.
A change in account registration or redemption instructions.
Corporations, Trusts and Other Entities - Additional documentation is
normally required for corporations, fiduciaries and others who hold
shares in a representative or nominee capacity. We cannot process your
request until we have all documents in the form required. Please call us
first to avoid delays.
Exchanges to Another Fund - You must meet the minimum investment
requirement of the Fund into which you are exchanging. The names and
registrations on the two accounts must be identical. Your shares must
have been held in an open account for 15 days or more and we must have
received good payment before we will exchange shares. You should review
the Prospectus of the Fund being purchased. Call us for a free copy.
Telephone Services - During periods of increased market activity, you
may have difficulty reaching us by
telephone. If this happens, contact us by mail. We may refuse a
telephone request, including a telephone
redemption request. We will use reasonable procedures to confirm that
telephone instructions are genuine. If such procedures are followed, the
Fund will not be liable for losses due to unauthorized or fraudulent
instructions. At our option, we may limit the frequency or the amount of
telephone redemption requests. Neither the Fund nor Jones & Babson,
Inc., assumes responsibility for the authenticity of telephone
redemption requests.
SHAREHOLDER SERVICES
The following services are also available to shareholders. Please call
800-996-2862 for more information:
Traditional IRA accounts
Roth IRA accounts
Education IRA accounts
Simplified Employee Pensions (SEPs)
Uniform Transfers (Gifts) to Minors accounts
Accounts for corporations or partnerships
Sub-Accounting Services for Keogh, tax qualified retirement plans, and
others
Prototype Retirement Plans for the self-employed, partnerships and
corporations.
HOW SHARE PRICE IS DETERMINED
Shares of the Funds are purchased or redeemed at the net asset value per
share next calculated after your
purchase order and payment or redemption order is received by us in good
order. In the case of certain institutions which have made satisfactory
payment or redemption arrangements with the Funds and have received your
purchase order and payment or redemption order, we may process the order
at the net asset value per share next effective after receipt of the
order by the institution.
The per share calculation is made by subtracting from a Fund's total
assets any liabilities and then dividing into this amount the Fund's
total outstanding shares as of the date of the calculation. The net
asset value per share is
computed once daily for each Fund, Monday through Friday, at 4:00 p.m.
(Eastern Time) on days when the Funds are open for business. These
generally are the same days that the New York Stock Exchange is open for
trading. The New York Stock Exchange is closed on weekends, national
holidays and Good Friday. The net asset value per share for UMB Scout
Money Market Fund and Tax-Free Money Market Fund are computed at 1:00
p.m. (Eastern Standard Time).
Each security owned by a Fund that is listed on an Exchange is valued at
its last sale price on that Exchange on the date when assets are valued.
Where the security is listed on more than one Exchange, the Funds will
use the price of that Exchange which it generally considers to be the
principal Exchange on which the stock is
traded. Lacking sales, the security is valued at the mean between the
last current closing bid and asked prices. An unlisted security for
which over-the-counter market quotations are readily available is valued
at the mean between the last current bid and asked prices. When market
quotations are not readily available, any security or other asset is
valued at its fair value as determined in good faith by the Fund's Board
of Directors.
Short-term instruments maturing within 60 days may be valued at
amortized cost. The Portfolios of UMB Scout Money Market Fund and UMB
Scout Tax-Free Money Market Fund value assets on the basis of amortized
cost.
DIVIDENDS, DISTRIBUTIONS AND THEIR TAXATION
Distributions - Your distributions will be reinvested automatically in
additional shares of the Fund unless you have elected on your original
application, or by written instructions filed with the Fund, to have
them paid in cash ($10 minimum check amount). There are no fees or sales
charges on reinvestments.
UMB Scout Stock Fund, UMB Scout Stock Select Fund, UMB Scout Regional Fund,
UMB Scout WorldWide Fund, UMB Scout WorldWide Select Fund, UMB Scout Capital
Preservation Fund and UMB Scout Balanced Fund will pay substantially all of
their net investment income semiannually, usually in June and December. It is
contemplated that substantially all of any net capital gains realized
during a fiscal year will be distributed with the fiscal year-end
dividend, with any remaining balance paid in December.
UMB Scout Bond Fund will declare a dividend every business day, equal to
substantially all of the Fund's
undistributed net investment income which is pro-rated daily among the
shares eligible to receive it. Daily dividends are accumulated and paid
monthly. Substantially all of any net capital gains realized during a
fiscal year will be
distributed with the fiscal year-end dividend, with any remaining
balance paid in December.
UMB Scout Kansas Tax-Exempt Bond Fund will declare a dividend every
business day, equal to substantially all of the Fund's undistributed net
investment income which is pro-rated daily among the shares eligible to
receive
it. Daily dividends are accumulated and paid monthly. Substantially all
of any net capital gains realized will be
distributed annually by December 31.
UMB Scout Tax-Free Money Market Fund and each Portfolio of UMB Scout
Money Market Fund will declare a dividend every business day, equal to
substantially all of their undistributed net investment income which is
pro-rated daily among the shares eligible to receive it. Daily dividends
are accumulated and paid monthly. These Funds' policies relating to
maturities make it unlikely that they will have capital gains or losses.
If you buy shares of any equity or bond Fund shortly before the record
date, please keep in mind that any
distribution will lower the value of the Fund's shares by the amount of
the distribution and you will then receive a portion of the price back
in the form of a taxable distribution.
Tax Considerations - In general, Fund distributions are taxable to you
as either ordinary income or capital gains. This is true whether you
reinvest your distributions in additional Fund shares or receive them in
cash. Any capital gains a Fund distributes are taxable to you as long-
term capital gains no matter how long you have owned your shares.
Distributions from the UMB Scout Kansas Tax-Exempt Bond Fund and the UMB
Scout Tax-Free Money Market Fund will consist primarily of exempt-
interest dividends from interest earned on municipal securities. In
general, exempt-interest dividends are exempt from federal income tax.
These Funds, however, may invest a portion of their assets in securities
that pay income that is not tax exempt.
By law, a Fund must withhold 31% of your taxable distributions and
proceeds if you do not provide your correct Social Security or Taxpayer
Identification Number, or if the IRS instructs the Fund to do so.
Every January, you will receive a statement that shows the tax status of
distributions you received for the previous year. Distributions declared
in December but paid in January are taxable as if they were paid in
December.
In general, when you sell your shares of a Fund, you may have a capital
gain or loss. For tax purposes, an exchange of your Fund shares for
shares of a different UMB Scout Fund is the same as a sale. The
individual tax rate on any gain from the sale or exchange of your Fund
shares depends on your marginal tax bracket and on how long the shares
have been held. However, because the UMB Scout Money Market Fund
(Federal and Prime Portfolios) and the UMB Scout Tax-Free Money Market
Fund expect to maintain a $1.00 net asset value per share, investors in
these Funds should not have any gain or loss on the sale of such shares.
Exempt-interest dividends paid by the UMB Scout Kansas Tax-Exempt Bond
Fund and the UMB Scout Tax-Free Money Market Fund are taken into account
when determining the taxable portion of an investor's Social Security or
railroad retirement benefits. These Funds may invest a portion of their
assets in private activity bonds. The income from these bonds will be a
preference item when determining an investor's Alternative Minimum Tax.
Many states grant tax-free status to dividends paid from interest earned
on direct obligations of the U.S.
government, subject to certain restrictions.
Exempt-interest dividends from interest earned on municipal securities
of a state, or of its political subdivisions, generally will be exempt
from that state's personal income taxes. Most states, however, do not
grant tax-free
treatment to interest on investments in municipal securities of other
states.
Fund distributions and gains from the sale or exchange of your Fund
shares generally will be subject to state and local income tax. Any
foreign taxes paid by the UMB Scout WorldWide Fund and the UMB Scout
WorldWide Select Fund on their investments may be passed through to you
as a foreign tax credit. Non-U.S. investors may be subject to U.S.
withholding and estate tax. You should consult your tax advisor about
the federal, state, local or foreign tax consequences of your investment
in a Fund.
CONDUCTING BUSINESS WITH THE UMB SCOUT FUNDS
BY PHONE
800-996-2862,
in the Kansas City area 816-751-5900
You must authorize each type of
telephone transaction on your account application or the appropriate
form, available from us. All account owners must sign. When you call, we
may request personal identification and tape record the call.
If you already have an account with us and you have authorized
telephone exchanges, you may call to open an account in another
UMB Scout Fund by exchange ($1,000 minimum). The names and registrations
on the accounts must be identical.
You may invest by telephone ($100 minimum). After we receive your
telephone call, we will deduct from your checking account the cost of
the shares.
Availability of this service is subject to approval by the Fund and
participating banks.
BY MAIL
UMB Scout Funds
P.O. Box 219757
Kansas City, MO 64121-9757
Complete and sign the application included with this Prospectus. Your
initial investment must meet the minimum amount and you must specify
which Fund (or Portfolio) in which you want to invest. Make your check
payable to UMB Bank, n.a.
Make your check ($100 minimum) payable to UMB Bank, n.a., and mail it to
us. Always identify your account number or include the detachable coupon
(from your
confirmation statement).
BY WIRE
UMB Bank, n.a.,
Kansas City, Missouri,
ABA #101000695
For UMB Scout Funds/
AC=98 01186957
Please provide your fund number, account number and name on account
Call us first to get an account number. We will require information such
as your Social Security or Taxpayer Identification Number, the amount
being wired ($1,000 minimum), and the name and telephone
number of the wiring bank. Then tell your bank to wire the amount. You
must send us a completed application as soon as possible or payment of
your redemption proceeds may be delayed.
Wire share purchases ($500
minimum) should include the names of each account owner, your account
number and the UMB Scout Fund in which you are purchasing shares. You
should notify us by
telephone that you have sent a wire purchase order to UMB Bank, n.a.
THROUGH AUTOMATIC TRANSACTION PLANS
You must authorize each type of automatic transaction on your account
application or complete an authorization form, available from us upon
request. All registered
owners must sign.
Not applicable.
Automatic Monthly Investment:
You may authorize automatic monthly investments in a constant dollar
amount ($50 minimum) from your checking account. We will draft your
checking account on the same day each month in the amount you authorize.
UMB SCOUT FUNDS
100% No-Load Mutual Funds
Stock Fund
Stock Select Fund
Regional Fund
WorldWide Fund
WorldWide Select Fund
Capital Preservation Fund
Balanced Fund
Bond Fund
Kansas Tax-Exempt Bond Fund*
Money Market Fund
Federal Portfolio
Prime Portfolio
Tax-Free Money Market Fund
*Available in Kansas and Missouri only.
INVESTMENT ADVISER AND MANAGER
UMB Bank, n.a.,
Kansas City, Missouri
AUDITORS
Baird, Kurtz & Dobson,
Kansas City, Missouri
LEGAL COUNSEL
Stradley, Ronon, Stevens & Young, LLP
Philadelphia, Pennsylvania
CUSTODIAN
UMB Bank, n.a.,
Kansas City, Missouri
UNDERWRITER, DISTRIBUTOR
AND TRANSFER AGENT
Jones & Babson, Inc.
Kansas City, Missouri
ADDITIONAL INFORMATION
The Statement of Additional Information (SAI) contains additional
information about the Funds
and is incorporated by reference into this Prospectus. The Funds' annual
and semi-annual reports to
shareholders contain additional information about the Funds'
investments. In each Fund's annual report, you will find a discussion of
the market conditions and investment strategies that significantly
affected each Fund's performance during its last fiscal year.
You may obtain a free copy of these documents by contacting the Funds by
telephone, mail or e-mail as shown below. You also may call the toll-
free number given below to request other information about the Funds and
to make shareholder inquiries.
You may review and copy the SAI and other information about the Funds by
visiting the Securities and Exchange Commission's Public Reference Room
in Washington, DC (1-800-SEC-0330) or by visiting the Commission's
Internet site at http://www.sec.gov. Copies of this information also
may be obtained, upon payment of a duplicating fee, by writing to the
Public Reference Section of the Commission,
Washington, DC 20549.
SEC REGISTRATION NUMBERS
811-3557 Stock Fund 811-7472 WorldWide Select Fund
811-08513 Kansas Tax-Exempt Bond Fund 811-3557 Stock Select Fund
811-08511 Capital Preservation Fund 811-3528 Money Market Fund
811-4860 Regional Fund 811-7323 Balanced Fund
811-3556 Tax-Free Money Market Fund 811-7472 WorldWide Fund
811-3558 Bond Fund
UMB SCOUT FUNDS
P.O. Box 219757
Kansas City, MO 64121-9757
TOLL FREE 800-996-2862
www.umb.com
"UMB" and "Scout" are registered service marks of UMB Financial
Corporation.
UMB Financial Corporation also claims service mark rights to the Scout
design.
PART B
UMB SCOUT STOCK FUND
UMB SCOUT REGIONAL FUND
UMB SCOUT WORLDWIDE FUND
UMB SCOUT CAPITAL PRESERVATION FUND
UMB SCOUT BALANCED FUND
UMB SCOUT BOND FUND
UMB SCOUT KANSAS TAX-EXEMPT BOND FUND
UMB SCOUT MONEY MARKET FUND
UMB SCOUT TAX-FREE MONEY MARKET FUND
UMB SCOUT STOCK SELECT FUND
UMB SCOUT WORLDWIDE SELECT FUND
STATEMENT OF ADDITIONAL INFORMATION
October 31, 1999
This Statement of Additional Information is not a Prospectus
but should be read in conjunction with the current Funds'
Prospectus dated October 31, 1999. To obtain the Prospectus or
any Annual or Semi-Annual Report to shareholders, please call
the Fund toll-free at 1-800-996-2862, or in the Kansas City
area 751-5900.
TABLE OF CONTENTS
Page
Introduction 3
Investment Objective, Strategies and Risks 3
UMB Scout Stock Fund 3
UMB Scout Regional Fund 3
UMB Scout Worldwide Fund 4
UMB Scout Capital Preservation Fund 5
UMB Scout Balanced Fund 6
UMB Scout Bond Fund 7
UMB Scout Kansas Tax-Exempt Bond Fund 7
UMB Scout Money Market Fund 13
UMB Scout Tax-Free Money Market Fund 13
UMB Scout Worldwide Select Fund 14
UMB Scout Stock Select Fund 15
Investment Policy Related to All Funds 16
Repurchase Agreements 16
Risk Factors 16
Risk Factors Applicable to Foreign Investments 16
Risk Factors Applicable to Repurchase Agreements 17
Risk Factors Applicable to Money Market Instruments 17
Risk Factors Applicable to Inverse Floaters 17
Risk Factors Applicable to Futures Transactions 17
Investment Restrictions 18
Portfolio Transactions 22
Performance Measures 23
Yield of UMB Scout Money Market Fund and UMB Scout Tax-Free Money
Market Fund 24
Tax Equivalent Yield of UMB Scout Kansas Tax-Exempt Bond Fund 24
Total Return 24
Performance Comparisons 26
How the Funds' Shares are Distributed 26
How Share Purchases are Handled 27
Redemption of Shares 28
Signature Guarantees 28
Additional Purchase and Redemption Policies 29
Holidays 29
Dividends, Distributions and Taxes 29
Management and Investment Counsel 32
Officers and Directors 33
Compensation Table 34
Underwriter and Distributor 34
Transfer Agent and Fund Accounting Agent 34
Custodian 35
Independent Auditors 35
General Information and History 35
Fixed Income Securities Described and Ratings 36
Description of Fixed Income Ratings 37
Description of Taxable Commercial Paper Ratings 39
Municipal Securities Described and Ratings 40
Ratings of Municipal Securities 41
Financial Statements 43
"UMB" and "Scout" are registered service marks of UMB Financial
Corporation.
INTRODUCTION
The UMB Scout Funds (except for the UMB Scout Kansas Tax-Exempt Bond Fund) are
classified as open-end, diversified management investment companies under the
Investment Company Act of 1940, as amended (the "1940 Act"). This
classification means that the assets of the Funds are invested in a
diversified portfolio of securities and that the Funds operate as mutual
funds, allowing shareholders to buy and sell shares at any time (as described
in the Prospectus).
The UMB Scout Kansas Tax-Exempt Bond Fund is a non-diversified management
investment company under the 1940 Act. As a non-diversified investment
company, the Fund may invest, with respect to 50% of its total assets, more
than 5% (but not more than 25%) of its total assets in the securities of any
issuer. The Fund is likely to invest a greater percentage of its assets in
the securities of a single issuer than would a diversified Fund. In
particular, the Fund is more susceptible to any single adverse economic or
political occurrence or development affecting issuers of Kansas municipal
obligations.
This Statement of Additional Information supplements the information contained
in the combined Prospectus for the Funds.
INVESTMENT OBJECTIVE, STRATEGIES AND RISKS
UMB Scout Stock Fund. The Fund will invest at least 80% of its total assets
(exclusive of cash) in common stocks. The Fund does not intend to concentrate
its investments in any particular industry. Without the approval of
shareholders it will not purchase a security if as a result of such purchase
more than 25% of its assets will be invested in a particular industry.
The Fund intends to hold a percentage of cash, short-term debt obligations,
government securities or other high-quality investments for reserves to cover
redemptions and unanticipated expenses. There may be times, however, when the
Funds attempt to respond to adverse market, economic, political or other
conditions by investing up to 100% of its assets in those types of investments
for temporary, defensive purposes. During those times, the Fund will not be
able to pursue its investment objective and, instead, will focus on preserving
your investment.
UMB Scout Regional Fund. The Fund will seek to achieve its objective by
investing at least 80% of its total assets (exclusive of cash) in a
diversified portfolio of common stocks of smaller companies either located in
or having a substantial portion of their business in Missouri, Kansas, Iowa,
Nebraska, Arkansas, Oklahoma, Illinois and Colorado. While the Fund's
investments will be concentrated in the eight-state region previously
described, it does not intend to concentrate its investments in any particular
industry. Without the approval of shareholders, it will not purchase a
security if as a result of such purchase more than 25% of its assets will be
invested in a particular industry. Although there is no intention to
concentrate Fund investments in one or more of the states mentioned above,
there is no limitation upon investments in any particular state.
The Fund will normally invest at least 75% of its assets in investment-grade
common stocks, but reserves the right to temporarily invest for defensive
purposes less than 75% of its assets in common stocks if, in the opinion of
the Fund's manager prevailing market conditions warrant. The Fund may invest
the balance, up to 100% of its assets, in preferred stocks or defensive issues
such as short-term money market instruments, commercial paper, bankers'
acceptances, certificates of deposit and other debt securities such as
corporate bonds rated A or better by Moody's Investors Service, Inc.
("Moody's") or Standard & Poor's Corporation ("S&P"), or U.S. government
issues such as treasury bills, treasury notes and treasury bonds.
Necessary reserves will be held in cash or short-term debt obligations,
including repurchase agreements (see below), readily changeable to cash. The
management believes, however, that there may be times when the shareholders'
interests are best served and the Fund's investment objectives are most likely
to be achieved, by investing in securities convertible into common stocks, or
defensive issues such as high-grade bonds or other defensive issues. It
retains the freedom to administer the portfolio of the fund accordingly when,
in its judgment, economic and market conditions make such a course desirable.
The Fund also may invest in issues of the United States Treasury and United
States government agencies subject to repurchase agreements entered into with
the seller of the issue. The use of repurchase agreements by the Fund
involves certain risks. For a discussion of repurchase agreements and their
risks see "Risk Factors Applicable to Repurchase Agreements."
UMB Scout Worldwide Fund. UMB Scout WorldWide Fund intends to invest in a
diversified portfolio of equity securities (common stocks and securities
convertible into common stocks) of established companies either located
outside the United States or whose primary business is carried on outside the
country. However, the Fund reserves the right to invest directly in foreign
securities or to purchase European Deposit Receipts (EDR's) and International
Depository Receipts (IDR's), in bearer form, which are designed for use in
European and other securities markets.
In pursuing its investment objective, the Fund will look at such factors as
the company's assets, personnel, sales, earnings and location of its corporate
headquarters to determine whether more than 50% of such assets, personnel,
sales or earnings are located outside the United States and therefore the
company's primary business is carried on outside the United States.
The Fund may invest in fixed-income securities of foreign governments or
companies when the manager believes that prevailing market, economic,
political or currency conditions warrant such investments. While most foreign
securities are not subject to standard credit ratings, the investment counsel
intends to select "investment grade" issues of foreign debt securities which
are comparable to a Baa or higher rating by Moody's or a BBB or higher rating
by S&P, based on available information, and taking into account liquidity and
quality issues. Securities rated BBB or Baa are considered to be medium grade
and have speculative characteristics. Equity securities of non-United States
companies will be selected on the same criteria as securities of United States
domestic companies. The Fund may invest in securities that are not listed on
an exchange. Generally, the volume of trading in an unlisted common stock is
less than the volume of trading in a listed stock. This means that the degree
of market liquidity of some stocks in which the Fund invests may be relatively
limited. When the Fund disposes of such a stock it may have to offer the
shares at a discount from recent prices or sell the shares in small lots over
an extended period of time. The Fund does not intent to hold assets in its
portfolio in excess of 5% of total assets in securities whose ratings have
dropped below investment grade. The manager will review such securities and
determine appropriate action to take with respect to such securities.
In order to expedite settlement of portfolio transactions and to minimize
currency value fluctuations, the Fund may purchase foreign currencies and/or
engage in forward foreign currency transactions. The Fund will not engage in
forward foreign currency exchange contracts for speculative purposes. A
forward foreign currency exchange contract involves an obligation to purchase
or sell a specific currency at a future date, which may be any fixed number of
days from the date of the contract agreed upon by the parties, at a price set
at the time of the contract. These contracts may be bought or sold to protect
the Fund, to some degree against a possible loss resulting from an adverse
change in the relationship between foreign currencies and the U.S. dollar.
This method of protecting the value of the Fund's investment securities
against a decline in the value of a currency does not eliminate fluctuations
in the underlying prices of the securities. It establishes a rate of exchange
that one can achieve at some future point in time. Although such contracts
tend to minimize the risk of loss due to a decline in the value of the hedged
currency, at the same time, they tend to limit any potential gain which might
result should the value of such currency increase.
The Fund's dealings in forward foreign currency transactions will be limited
to hedging involving either specific transactions or portfolio positions.
Transaction hedging is the purchase or sale of forward foreign currency with
respect to specific receivable or payables of the Fund accruing in connection
with the purchase and sale of its portfolio securities, the sale and
redemption of shares of the Fund or the payment of dividends and distributions
by the Fund. Position hedging is the sale of forward foreign currency with
respect to portfolio security positions denominated or quoted in such foreign
currency. The Fund will not speculate in foreign forward exchange. Moreover,
it may not be possible for the Fund to hedge against a devaluation that is so
generally anticipated that the Fund is not able to contract to sell the
currency at a price above its anticipated devaluation level.
The Fund intends to diversify investments broadly among countries and normally
to have represented in the portfolio business activities of not less than
three foreign countries. Generally, the Fund does not intend to invest more
than 25% of its total assets in any one particular country or securities
issued by a foreign government, its agencies or instrumentalities in the
foreseeable future. However, the Fund may, at times, temporarily invest a
substantial portion of its assets in one or more of such countries if economic
and business conditions warrant such investments.
The Fund intends to hold a percentage of cash, short-term debt obligations,
government securities or other high-quality investments for reserves to cover
redemptions and unanticipated expenses. There may be times, however, when the
Fund attempts to respond to adverse market, economic, political or other
conditions, by investing up to 100% of its assets in those types of
investments for temporary defensive purposes.
UMB Scout Capital Preservation Fund. The Fund will invest in equity
securities of companies with a significant potential for earnings growth or
revaluation of assets. Normally the Fund will invest at least 65% of its
total assets in equity securities. The Fund will normally invest in the
following equity or convertible securities:
1. Domestic companies of any size listed on an exchange or over-the-
counter.
2. Foreign companies of any size with shares listed on a U.S. exchange
or over-the-counter or foreign companies with American Depository
Receipts (ADRs) which represent foreign securities and are traded on
U.S. exchanges or over-the-counter. The Fund may also invest
directly in foreign securities.
The Fund will not be restricted as to market capitalization. However, under
normal circumstances, the Fund will not invest more than 25% or more of its
total assets in a single industry. Also, the Fund may not own more than 10%
of the outstanding voting securities of a single issuer. The Fund may not
invest more than 5% of its equity assets in any one issuer.
When, in the manager's judgment, market conditions warrant substantial
temporary investments in high quality money market securities, the Fund may
invest up to 100% of its assets in those types of investments. Investments in
money market securities shall include government securities, government agency
securities, commercial paper, banker's acceptances, bank certificates of
deposit and repurchase agreements. Investment in commercial paper is
restricted to companies rated P2 or higher by Moody's or A-2 or higher by S&P.
The Fund may also invest in the following fixed income securities.
1. Direct obligations of the U.S. Government, such as bills, notes,
bonds and other debt securities issued by the U.S. Treasury.
2. Obligations of U.S. government agencies and instrumentalities which
are secured by the full faith and credit of the U.S. Treasury, such
as securities of the Government National Mortgage Association, the
Export-Import Bank or the Student Loan Marketing Association; or
which are secured by the right of the issuer to borrow from the
Treasury, such as securities issued by the Federal Financing Bank or
the U.S. Postal Service; or are supported by the credit of the
government agency or instrumentality itself, such as securities of
Federal Home Loan Banks, Federal Farm Credit Banks or the Federal
National Mortgage Association.
3. Securities issued by corporations or other business organizations.
The Fund's investments in fixed income securities issued by corporations or
other business organizations will be classified, at the time of purchase, as
investment grade securities, which means that they will be rated Baa or higher
by Moody's or BBB or higher by S&P. In addition, the credit quality of
unrated securities purchased by the Fund must be, in the opinion of the fund's
adviser, at least equivalent to a Baa rating by Moody's or a BBB rating by
S&P. Although securities rated Baa by Moody's and BBB by S&P are considered
to be investment grade, they have speculative characteristics. Such
securities carry a lower degree of risk than lower rated securities.
Securities that are subsequently downgraded in quality below Baa by Moody's or
BBB by S&P may continue to be held by the Fund until such time as they can be
disposed of in a reasonably practicable manner.
Investments in foreign securities involve risks in addition to those risks
associated with investments in the United States. Since stocks of foreign
companies are normally denominated in foreign currencies, the Fund may be
affected favorably or unfavorably by changes in currency rates and in exchange
control regulations, and may incur costs in connection with conversions
between various currencies.
As non-U.S. companies are not generally subject to uniform accounting,
auditing and financial reporting standards and practices comparable to those
applicable to U.S. companies, comparable information may not be readily
available about certain foreign companies. Securities of some non-U.S.
companies may be less liquid and more volatile than securities of comparable
U.S. companies. In addition, in certain foreign countries, there is the
possibility of expropriation or confiscatory taxation, political or social
instability or diplomatic developments which could affect U.S. investments in
those countries.
UMB Scout Balanced Fund. Normally the Fund will invest at least 25% of its
total assets in equity securities and a minimum of 25% of its total assets in
fixed income senior obligations. The Fund intends to hold a small percentage
of cash, short-term debt obligations, government securities or other high-
quality investments for reserves to cover redemptions and other unanticipated
expenses. When, in the manager's judgment, market conditions warrant, the
Fund may invest up to 100% of its assets in those types of investments for
temporary defensive purposes.
The Fund will normally invest in the following fixed income securities.
1. Direct obligations of the U.S. Government, such as bills, notes,
bonds and other debt securities issued by the U.S. Treasury.
2. Obligations of U.S. government agencies and instrumentalities which
are secured by the full faith and credit of the U.S. Treasury, such
as securities of the Government National Mortgage Association; or
which are secured by the right of the issuer to borrow from the
Treasury, such as securities issued by the Federal Financing Bank or
the U.S. Postal Services; or are supported by the credit of the
government agency or instrumentality itself, such as securities of
Federal Home Loan Banks, Federal Farm Credit Banks, or the Federal
National Mortgage Association.
3. Securities issued by corporations or other business organizations.
The Fund will generally invest in securities that, at the time of
purchase, are classified as investment grade by Moody's or by S&P.
Securities that are subsequently downgraded to non-investment grade
may continue to be held by the Fund, as long as such securities do
not exceed 5% of the portfolio, and will be sold only if the manager
believes it would be advantageous to do so.
The Fund will not be restricted as to market capitalization. However, under
normal circumstances, the Fund will not invest more than 25% of its assets in
a single industry. Also the Fund may not own more than 10% of the outstanding
voting securities of a single issuer. The Fund may not invest more than 5% of
its equity assets in any one issuer.
Investments in money market securities shall include government securities,
government agency securities, commercial paper, bankers' acceptances, bank
certificates of deposit and repurchase agreements. Investment in commercial
paper is restricted for companies rated P-2 or higher by Moody's or A-2 or
higher by S&P.
Securities rated Baa or higher by Moody's or BBB by S&P or higher are
classified as investment grade securities. Although securities rated Baa by
Moody's and BBB by S&P have speculative characteristics, they are considered
to be investment grade. Such securities carry a lower degree or risk than
lower rated securities.
Securities that are subsequently downgraded in quality below Baa by Moody's or
BBB by S&P may continue to be held by the Fund, and will be sold only if the
Fund's adviser believes it would be advantageous to do so. In addition, the
credit quality of unrated securities purchased by the Fund must be, in the
opinion of the Fund's adviser, at least equivalent to a Baa rating by Moody's
or a BBB rating by Standard & Poor's.
UMB Scout Bond Fund. The Fund will normally invest at least 80% of its assets
in bonds such as: (1) direct or guaranteed obligations of the U.S. Government
and its agencies, and (2) high-quality debt securities including notes and
bonds issued by corporations or other business organizations.
The Fund will invest only in the following "U.S. Government Securities."
1. Direct obligations of the U.S. Government, such as bills, notes,
bonds and other debt securities issued by the U.S. Treasury.
2. Obligations of U.S. government agencies and instrumentalities which
are secured by the full faith and credit of the U.S. Treasury, such
as securities of the Government National Mortgage Association, the
Export-Import Bank, or the Student Loan Marketing Association; or
which are secured by the right of the issuer to borrow from the
Treasury, such as securities issued by the Federal Financing Bank or
the U.S. Postal Service, or are supported by the credit of the
government agency or instrumentality itself, such as securities of
Federal Home Loan Banks, Federal Farm Credit Banks, or the Federal
National Mortgage Association.
The Fund's investments in securities issued by corporations or other business
organizations will be rated at the time of purchase within the top three
classifications of Moody's (Aaa, Aa, and A) or S&P (AAA, AA and A). The Fund
will use obligations secured by specific assets of the issuing corporation as
well as unsecured debentures which represent claims on the general credit of
the issuer.
The Fund may invest in commercial paper, including variable rate master demand
notes, of companies whose commercial paper is rated P-1 by Moody's or A-1 by
S&P. If not rated by either Moody's or S&P, a company's commercial paper,
including variable rate master demand notes, may be purchased by the Fund if
the company has an outstanding bond issue rated Aa or higher by Moody's or AA
or higher by S&P.
Variable rate master demand notes represent a borrowing arrangement under a
letter of agreement between a commercial paper issuer and an institutional
lender. Applicable interest rates are determined on a formula basis and are
adjusted on a monthly, quarterly, or other term as set out in the agreement.
They vary as to the right of the lender to demand payment. It is not
generally contemplated that such instruments will be traded, and there is no
secondary market for these notes, although they are redeemable (and thus
immediately repayable by the borrower) at face value, plus accrued interest,
at any time. In connection with the Fund's investment in variable rate master
demand notes, the Fund's manager will monitor on an ongoing basis the earning
power, cash flow and other liquidity ratios of the issuer, and the borrower's
ability to pay principal and interest on demand.
The Fund may invest in certificates of deposit, bankers' acceptances, and
other commercial bank short-term obligations issued domestically by United
States banks having assets of at least $1 billion and which are members of the
Federal Deposit Insurance Corporation, or such securities which may be issued
by holding companies of such banks.
The Fund may also invest in issues of the United States Treasury or United
States government agencies subject to repurchase agreements entered into with
the seller of the issues.
UMB Scout Kansas Tax-Exempt Bond Fund. The following policies supplement the
UMB Scout Kansas Tax-Exempt Bond Fund's investment objective and policies set
forth in the Prospectus.
Municipal Bonds and Debt Instruments
Municipal bonds and debt instruments are issued to obtain funds for various
public and private purposes. Such securities include bonds as well as tax-
exempt commercial paper, project notes and municipal notes such as tax,
revenue and bond anticipation notes of short maturity, generally less than
three years. In general, there are three categories of municipal obligations,
the interest on which is exempt from federal income tax and is not a tax
preference item for purposes of the AMT: (i) certain "public purpose"
obligations (whenever issued), which include obligations issued directly by
state and local governments or their agencies to fulfill essential
governmental functions; (ii) certain obligations issued before August 8, 1986
for the benefit of non-governmental persons or entities; and (iii) certain
"private activity bonds" issued after August 7, 1986, which include
"qualified Section 501 (c)(3) bonds" or refundings of certain obligations
included in the second category. In assessing the federal income tax
treatment of interest on any municipal obligation, the Portfolio will
generally rely on an opinion of the issuer's counsel (when available) and will
not undertake any independent verification of the basis for the opinion. The
two principal classifications of municipal bonds are "general obligation"
and "revenue" bonds.
Interest on certain "private activity bonds" issued after August 7, 1986 is
exempt from regular federal income tax, but such interest (including a
distribution by the Fund derived from such interest) is treated as a tax
preference item which could subject the recipient to or increase the
recipient's liability for the AMT. For corporate shareholders, the Fund's
distributions derived from interest on all municipal obligations (whenever
issued) is included in "adjusted current earnings" for purposes of the AMT
as applied to corporations (to the extent not already included in alternative
minimum taxable income as income attributable to private activity bonds).
Any recognized gain or income attributable to market discount on long-term
tax-exempt municipal obligations (i.e., obligations with a term of more than
one year) purchased after April 30, 1993 other than, in general, at their
original issue is taxable as ordinary income. A long-term debt obligation is
generally treated as acquired at a market discount if purchased after its
original issue at a price less than (i) the stated principal amount payable at
maturity, in the case of an obligation that does not have original issue
discount; or (ii) in the case of an obligation that does have original issue
discount, the sum of the issue price and any original issue discount that
accrued before the obligation was purchased, subject to a de minimis
exclusion.
Issuers of general obligation bonds include states, counties, cities, towns
and regional districts. The proceeds of these obligations are used to fund a
wide range of public projects including the construction or improvement of
schools, highways and roads, water and sewer systems and a variety of other
public purposes. The basic security of general obligation bonds is the
issuer's pledge of its faith, credit and taxing power for the payment of
principal and interest. The taxes that can be levied for the payment of debt
service may be limited or unlimited as to rate and amount.
The principal security for a revenue bond is generally the net revenues
derived from a particular facility or group of facilities or, in some cases,
from the proceeds of a special excise or other specific revenue sources.
Revenue bonds have been issued to fund a wide variety of capital projects,
including electric, gas, water, sewer and solid waste disposal systems;
highways, bridges and tunnels; port, airport and parking facilities;
transportation systems; housing facilities, colleges and universities and
hospitals. Although the principal security behind these bonds varies widely,
many provide additional security in the form of a debt service reserve fund
whose monies may be used to make principal and interest payments on the
issuer's obligations. Housing finance authorities have a wide range of
security including partially or fully insured, rent subsidized and/or
collateralized mortgages and/or the net revenues from housing or other public
projects. In addition to a debt service reserve fund, some authorities
provide further security in the form of a state's ability (without legal
obligation) to make up deficiencies in the debt service reserve fund. Lease
rental revenue bonds issued by a state or local authority for capital projects
are normally secured by annual lease rental payments from the state or
locality to the authority sufficient to cover debt service on the authority's
obligations. Such payments are usually subject to annual appropriations by
the state or locality.
Industrial development and pollution control bonds, although nominally issued
by municipal authorities, are in most cases revenue bonds and are generally
not secured by the taxing power of the municipality, but are usually secured
by the revenues derived by the authority from payments of the industrial user
or users.
The Fund may on occasion acquire revenue bonds that carry warrants or similar
rights covering equity securities. Such warrants or rights may be held
indefinitely, but if exercised, the Fund anticipates that it would, under
normal circumstances, dispose of any equity securities so acquired within a
reasonable period of time.
While most municipal bonds pay a fixed rate of interest semiannually in cash,
there are exceptions. Some bonds pay no periodic cash interest, but rather
make a single payment at maturity representing both principal and interest.
Bonds may be issued or subsequently offered with interest coupons materially
greater or less than those then prevailing, with price adjustments reflecting
such deviation.
The obligations of any person or entity to pay the principal of and interest
on a municipal obligation are subject to the provisions of bankruptcy,
insolvency and other laws affecting the rights and remedies of creditors, such
as the Federal Bankruptcy Act, and laws, if any, which may be enacted by
Congress or state legislatures extending the time for payment of principal or
interest, or both, or imposing other constraints upon enforcement of such
obligations. There is also the possibility that as a result of litigation or
other conditions the power or ability of any person or entity to pay when due
principal of and interest on a municipal obligation may be materially
affected. There have been recent instances of defaults and bankruptcies
involving municipal obligations that were not foreseen by the financial and
investment communities. The Fund will take whatever action it considers
appropriate in the event of anticipated financial difficulties, default or
bankruptcy of either the issuer of any municipal obligation or of the
underlying source of funds for debt service. Such action may include
retaining the services of various persons or firms (including affiliates of
the investment adviser) to evaluate or protect any real estate, facilities or
other assets securing any such obligation or acquired for the portfolio as a
result of any such event and the Fund may also manage (or engage other persons
to manage) or otherwise deal with any real estate, facilities or other assets
so acquired. The Fund anticipates that real estate consulting and management
services may be required with respect to properties securing various municipal
obligations in its portfolio or subsequently acquired by the Fund. The Fund
will incur additional expenditures in taking protective action with respect to
portfolio obligations in default and assets securing such obligations.
The yields on municipal obligations will be dependent on a variety of factors,
including purposes of issue and source of funds for repayment, general money
market conditions, general conditions of the municipal bond market, size of a
particular offering, maturity of the obligation and rating of the issue. The
ratings of Moody's, S&P and Fitch represent their opinions as to the quality
of the municipal obligations that they undertake to rate. It should be
emphasized, however, that ratings are based on judgment and are not absolute
standards of quality. Consequently, municipal obligations with the same
maturity, coupon and rating may have different yields while obligations of the
same maturity and coupon with different ratings may have the same yield. In
addition, the market price of municipal obligations will normally fluctuate
with changes in interest rates; therefore, the net asset value of the Fund
will be affected by such changes.
Obligations of Particular Types of Issuers. Hospital bond ratings are often
based on feasibility studies which contain projection of expenses, revenues
and occupancy levels. Among the influences affecting a hospital's gross
receipts and net income available to service its debt are demand for hospital
services, the ability of the hospital to provide the services required,
management capabilities, economic developments in the service area, efforts by
insurers and government agencies to limit rates and expenses, confidence in
the hospital, service area economic developments, competition, availability
and expense of malpractice insurance, Medicaid and Medicare funding and
possible federal legislation limiting the rates of increase of hospital
charges.
Electric utilities face various problems such as financing large construction
programs in an inflationary period; cost increases and delay occasioned by
safety and environmental considerations (particularly with respect to nuclear
facilities); difficulty in obtaining fuel at reasonable prices; achieving
timely and adequate rate relief from regulatory commissions; and, effects of
energy conservation and limitations on the capacity of the capital market to
absorb utility debt.
Life care facilities are an alternative form of long-term housing for the
elderly which offer residents the independence of a condominium life style
and, if needed, the comprehensive care of nursing home services. Bonds to
finance these facilities have been issued by various state and local
authorities. Since the bonds are normally secured only by the revenues of
each facility and not by state or local government tax payments, they are
subject to a wide variety of risks. Primarily, the projects must maintain
adequate occupancy levels to be able to provide revenues sufficient to meet
debt service payments. Moreover, since a portion of housing, medical care and
other services may be financed by an initial deposit, it is important that the
facility maintain adequate financial reserves to secure estimated actuarial
liabilities. The ability of management to accurately forecast inflationary
cost pressures is an important factor in this process. The facilities may
also be affected adversely by regulatory cost restrictions applied to health
care delivery in general, particularly state regulations or changes in
Medicare and Medicaid payments or qualifications, or restrictions imposed by
medical insurance companies. They may also face competition from alternative
health care or conventional housing facilities in the private or public
sector.
Municipal Leases. The Fund may invest in municipal leases and participations
therein, which arrangements frequently involve special risks. Municipal
leases are obligations in the form of a lease or installment purchase
arrangement that is issued by state or local governments to acquire equipment
and facilities. Interest income from such obligations is generally exempt
from local and state taxes in the state of issuance. "Participations" in
such leases are undivided interests in a portion of the total obligation.
Participations entitle their holders to receive a pro rata share of all
payments under the lease. A trustee is usually responsible for administering
the terms of the participation and enforcing the participants' rights in the
underlying lease. Leases and installment purchase or conditional sale
contracts (which normally provide for title to the leased assets to pass
eventually to the government issuer) have evolved as a means of government
issuers to acquire property and equipment without meeting the constitutional
and statutory requirements for the issuance of debt. State debt-issuance
limitations are deemed to be inapplicable to these arrangements because of the
inclusion in many leases or contracts of "non-appropriation" clauses that
provide that the governmental issuer has no obligation to make future payments
under the lease or contract unless money is appropriated for such purpose by
the appropriate legislative body on a yearly or other periodic basis. Such
arrangements are, therefore, subject to the risk that the governmental issuer
will not appropriate funds for lease payments.
Certain municipal lease obligations owned by the Fund may be deemed illiquid
for the purpose of the Fund's 10% limitation on investments in illiquid
securities, unless determined by the investment adviser, pursuant to
guidelines adopted by the Directors of the Fund, to be liquid securities for
the purpose of such limitation. In determining the liquidity of municipal
lease obligations, the investment adviser will consider a variety of factors
including: (1) the willingness of dealers to bid for the security; (2) the
number of dealers willing to purchase or sell the obligation and the number of
other potential buyers; (3) the frequency of trades and quotes for the
obligation; and (4) the nature of the marketplace trades. In addition, the
investment adviser will consider factors unique to particular lease
obligations affecting the marketability thereof. These include the general
creditworthiness of the municipality, and the likelihood that the
marketability of the obligation will be maintained throughout the time the
obligation is held by the Fund. In the event the Fund acquires an unrated
municipal lease obligation, the investment adviser will be responsible for
determining the credit quality of such obligation on an on-going basis,
including an assessment of the likelihood that the lease may or may not be
canceled.
Zero-Coupon Bonds. Zero-coupon bonds are debt obligations which do not
require the periodic payment of interest and are issued at a significant
discount from face value. The discount approximates the total amount of
interest the bonds will accrue and compound over the period until maturity at
a rate of interest reflecting the market rate of the security at the time of
issuance. Zero-coupon bonds benefit the issuer by mitigating its need for
cash to meet debt service, but also require a higher rate of return to attract
investors who are willing to defer receipt of such cash.
Credit Quality. The Fund is dependent on the investment adviser's judgment,
analysis and experience in evaluating the quality of municipal obligations.
In evaluating the credit quality of a particular issue, whether rated or
unrated, the investment adviser will normally take into consideration, among
other things, the financial resources of the issuer (or, as appropriate, of
the underlying source of funds for debt service), its sensitivity to economic
conditions and trends, any operating history of and the community support for
the facility financed by the issue, the ability of the issuer's management and
regulatory matters. The investment adviser will attempt to reduce the risks
of investing in the lowest investment grade, below investment grade and
comparable unrated obligations through active portfolio management, credit
analysis and attention to current developments and trends in the economy and
the financial markets.
When-Issued Securities. New issues of municipal obligations are sometimes
offered on a "when-issued" basis, that is, delivery and payment for the
securities normally take place within a specified number of days after the
date of the Fund's commitment and are subject to certain conditions such as
the issuance of satisfactory legal opinions. The price and yield of such
securities are generally fixed on the date of commitment to purchase.
However, the market value of the securities may fluctuate prior to delivery
and upon delivery the securities may be more or less than the Fund agreed to
pay for them. The Fund may also purchase securities on a when-issued basis
pursuant to refunding contracts in connection with the refinancing of an
issuer's outstanding indebtedness. Refunding contracts generally require the
issuer to sell and the Fund to buy such securities on a settlement date that
could be several months or several years in the future. Additionally, the
Fund may purchase instruments that give it the option to purchase a municipal
obligation when and if issued.
The Fund will make commitments to purchase when-issued securities only with
the intention of actually acquiring the securities, but may sell such
securities before the settlement date if it is deemed advisable as a matter of
investment strategy. The payment obligation and the interest rate that will
be received on the securities are fixed at the time the Fund enters into the
purchase commitment. When the Fund commits to purchase securities on a when-
issued basis it records the transaction and reflects the value of the security
in determining its net asset value. Securities purchased on a when-issued
basis and the securities held by the Fund are subject to changes in value
based upon the perception of the creditworthiness of the issuer and changes in
the level of interest rates (i.e. appreciation when interest rates decline and
depreciation when interest rates rise). Therefore, to the extent that the
Fund remains substantially fully invested at the same time that it has
purchased securities on a when-issued basis, there will be greater
fluctuations in the Fund's net asset value than if it solely set aside cash to
pay for when-issued securities.
Variable Rate Obligations. The Fund may purchase variable rate obligations.
Variable rate instruments provide for adjustments in the interest rate at
specified intervals (weekly, monthly, semiannually, etc.). Rate revisions may
alternatively be determined by formula or in some other contractual fashion.
Variable rate obligations normally provide that the holder can demand payment
of the obligation on short notice at par with accrued interest and are
frequently secured by letters of credit or other credit support arrangements
provided by banks. To the extent that such letters of credit or other
arrangements constitute an unconditional guarantee of the issuer's
obligations, a bank may be treated as the issuer of a security for the purpose
of complying with the diversification requirements set forth in Section 5(b)
of the 1940 Act and Rule 5b-2 thereunder. The Fund would anticipate using
these obligations as cash equivalents pending longer-term investment of its
funds.
Redemption, Demand and Put Features. Most municipal bonds have a fixed final
maturity date. However, it is commonplace for the issuer to reserve the right
to call the bond earlier. Also, some bonds may have "put" or "demand"
features that allow early redemption by the bondholder. Longer-term fixed-
rate bonds may give the holder a right to request redemption at certain times
(often annually after the lapse of an intermediate term). These bonds are
more defensive than conventional long-term bonds (protecting to some degree
against a rise in interest rates) while providing greater opportunity than
comparable intermediate term bonds, because the Fund may retain the bond if
interest rates decline. By acquiring these kinds of obligations the Fund
obtains the contractual right to require the issuer of the security or some
other person (other than a broker or dealer) to purchase the security at an
agreed upon price, which right is contained in the obligation itself rather
than in a separate agreement with the seller or some other person. Because
this right is assignable with the security, which is readily marketable and
valued in the customary manner, the Fund will not assign any separate value to
such right.
Futures Contracts and Options on Futures Contracts. A change in the level of
interest rates may affect the value of the securities held by the Fund (or of
securities that the Fund expects to purchase). To hedge against changes in
rates, the Fund may enter into: (i) futures contracts for the purchase or
sale of debt securities; and (ii) futures contracts on securities indices.
All futures contracts entered into by the Fund are traded on exchanges or
boards of trade that are licensed and regulated by the Commodity Futures
Trading Commission ("CFTC") and must be executed through a futures
commission merchant or brokerage firm which is a member of the relevant
exchange. The Fund may purchase and write call and put options on futures
contracts that are traded on a United States or foreign exchange or board of
trade. The Fund will be required, in connection with transactions in futures
contracts and the writing of options on futures, to make margin deposits,
which will be held by the Fund's custodian for the benefit of the futures
commission merchant through whom the Fund engages in such futures and options
transactions.
Some futures contracts and options thereon may become illiquid under adverse
market conditions. In addition, during periods of market volatility, a
commodity exchange may suspend or limit transactions in an exchange-traded
instrument, which may make the instrument temporarily illiquid and difficult
to price.
Commodity exchanges may also establish daily limits on the amount that the
price of a futures contract or futures option can vary from the previous day's
settlement price. Once the daily limit is reached, no trades may be made that
day at a price beyond the limit. This may prevent the Fund from closing out
positions and limiting its losses.
The Fund will engage in futures and related options transactions only for bona
fide hedging purposes as defined in or permitted by CFTC regulations. The
Fund will determine that the price fluctuations in the futures contracts and
options on futures are substantially related to price fluctuations in
securities held by the Fund or which it expects to purchase. The Fund's
futures transactions will be entered into for traditional hedging purposes --
that is, futures contracts will be sold to protect against a decline in the
price of securities that the Fund owns, or futures contracts will be purchased
to protect the Fund against an increase in the price of securities it intends
to purchase. However, in particular cases, when it is economically
advantageous for the Fund to do so, a long futures position may be terminated
(or an option may expire) without the corresponding purchase of securities.
The Fund will engage in transactions in futures and related options contracts
only to the extent such transactions are consistent with the requirements of
the Code for maintaining qualification of the Fund as a regulated investment
company for federal income tax purposes (see "Dividends, Distributions and
Taxes").
Asset Coverage Requirements. Transactions involving when-issued securities,
the lending of securities or futures contracts and options (other than options
that the Fund has purchased) expose the Fund to an obligation to another
party. The Fund will not enter into any such transactions unless it owns
either: (1) an offsetting ("covered") position in securities or other
options or futures contracts; or (2) cash or liquid securities (such as
readily marketable obligations and money market instruments) with a value
sufficient at all times to cover its potential obligations not covered as
provided in (1) above. The Fund will comply with Securities and Exchange
Commission guidelines regarding cover for these instruments and, if the
guidelines so require, set aside cash or liquid securities in a segregated
account maintained by its custodian in the prescribed amount. The securities
in the segregated account will be marked to market daily.
Assets used to cover or held in a segregated account maintained by the
custodian cannot be sold while the position requiring coverage or segregation
is outstanding unless they are replaced with other appropriate assets. As a
result, the commitment of a large portion of the Fund's assets to segregated
accounts or to cover could impede fund management or the Fund's ability to
meet redemption requests or other current obligations.
Non-Diversified Status. As a "non-diversified" investment company, the Fund
may invest, with respect to 50% of its total assets, more than 5% (but not
more than 25%) of its total assets in the securities of any issuer. The Fund
is likely to invest a greater percentage of its assets in the securities of a
single issuer than would a diversified fund. Therefore, the Fund is more
susceptible to any single adverse economic or political occurrence or
development affecting issuers of Kansas municipal obligations. For purposes
of this restriction, each Kansas political subdivision is considered to be the
ultimate issuer, rather than the Kansas Development Finance Authority, under
whose authority Kansas bonds are issued.
Portfolio Maturity. The Fund purchases municipal bonds with different
maturities in pursuit of its investment objective, but maintains under normal
market conditions an investment portfolio with an overall weighted average
portfolio maturity of 5 to 30 years.
Other Investment Information. When, in the manager's judgment, market
conditions warrant substantial temporary investments in high-quality
securities, the Fund may do so. The Fund may invest in high-quality short-
term municipal securities in order to reduce risk and preserve capital. Under
normal market conditions, the Fund may invest only up to 20% of net assets in
short-term municipal securities that are exempt from regular federal income
tax, although the Fund may invest up to 100% as a temporary defensive measure
in response to adverse market conditions.
If suitable short-term municipal investments are not reasonably available, the
Fund may invest in short-term taxable securities that are rated Aa or AA by
Moody's and S&P, respectively, or issued by the U.S. Government, and that have
a maturity of one year or less or have a variable interest rate.
Investments in money market securities shall include government securities,
government agency securities, commercial paper, municipal notes, banker's
acceptances, bank certificates of deposit and repurchase agreements.
Investment in commercial paper is restricted to companies rated P2 or higher
by Moody's, A-2 or higher by S&P, or F2 or higher by Fitch's, with comparable
rating restrictions for municipal notes.
Kansas. The Kansas economy is primarily centered on trade, services,
government and manufacturing, with agriculture remaining an important
component. Employment has grown 2.5% - 3.0% annually over the past three
years. Personal income figures, however, are volatile in view of the farming
component of the economy.
State revenue sources include a 4.9% sales tax, a corporate income tax between
4% and 7.35% and an individual tax rate between 3.5% and 7.75%. Income and
sales taxes each account for 41% of the state's operating revenue which, in
the 1998-1999 fiscal year, totaled $______ billion, which was higher than
projected levels. Revenues are conservatively projected to increase only ___%
in 1999 over actual 1998 revenues.
Kansas has no general obligation debt, and relatively few bonds that are
issued and rated. The most significant debt is that of the Department of
Transportation for highway purposes. Other debt is issued under the authority
of the Kansas Development Finance Authority. Because the State has no general
obligation debt, there is no rating for Kansas general obligation bonds.
Kansas Taxes. Individuals, trusts, estates and corporations will not be
subject to the Kansas income tax on the portion of exempt-interest dividends
derived from interest on obligations of Kansas and its political subdivisions
issued after December 31, 1987, and interest on obligations issued before
January 1, 1988 where the laws of the State of Kansas authorizing the issuance
of such obligations specifically exempt the interest on such obligations from
income tax under the laws of the State of Kansas. All remaining dividends
(except for dividends, if any, derived from qualifying debt obligations issued
by the governments of Puerto Rico, the U.S. Virgin Islands and Guam and which
are exempt from federal and state income taxes pursuant to federal laws),
including dividends derived from capital gains, will be includable in the
Kansas taxable income of individuals, trusts, estates and corporations.
Distributions treated as long-term capital gains for federal income tax
purposes will generally receive the same characterization under Kansas law.
Capital gains or losses realized from a redemption, sale or exchange of shares
of the Fund by a Kansas taxpayer will be taken into account for Kansas income
tax purposes.
The above exemptions do not apply to the privilege tax imposed on banks,
banking associations, trust companies, savings and loan associations and
insurance companies, or the franchise tax imposed on corporations. Banks,
banking associations, trust companies, savings and loan associations,
insurance companies and corporations are urged to consult their own tax
advisors regarding the effects of these taxes before investing in the Fund.
The tax discussion set forth above is for general information only. The
foregoing relates to Kansas income taxation in effect as of the date of this
Statement of Additional Information. Investors should consult their own tax
advisors regarding the state, local and other tax consequences of an
investment in the Fund, including any proposed change in the tax laws.
UMB Scout Money Market Fund. UMB Scout Money Market Fund offers two separate
Portfolios, Federal and Prime, each of which invest in high quality short-term
debt instruments for the purpose of maximizing income consistent with safety
of principal and liquidity. Each Portfolio also seeks to maintain a constant
price of $1.00 per share. Neither Portfolio's objective can be changed
without the approval of a majority of its outstanding shares.
Pursuant to Rule 2a-7 of the 1940 Act, the Fund will price its shares
according to a procedure known as amortized cost, and will maintain 100% of
its assets in securities with remaining maturities of 397 days or less, and
limit its investments to those instruments which the Directors of the Fund
determine present minimal credit risks, and which are eligible investments
under the rule. Each Portfolio will maintain a weighted average maturity of
90 days or less.
UMB Scout Tax-Free Money Market Fund. During periods of normal market
conditions, the Fund will invest at least 80% of its total assets (exclusive
of cash) on short-term municipal securities. This fundamental policy will not
be changed without shareholder approval, except that the Fund reserves the
right to deviate temporarily from this policy during extraordinary
circumstances when, in the opinion of management, it is advisable to do so in
the best interest of shareholders, such as when market conditions dictate a
defensive posture in taxable obligations.
Investments in short-term municipal obligations and notes are limited to those
obligations which at the time or purchase: (1) are backed by the full faith
and credit of the United States; (2) are rated MIG-1 or MIG-2 by Moody's; or
(3) if the obligations or notes are not rated, of comparable quality as
determined by the Board of Directors. Short-term discount notes are limited
to those obligations rated A-1 by S&P, or Prime-1 by Moody's or their
equivalents as determined by the Board of Directors. If the short-term
discount notes are not rated, they must be of comparable quality as determined
by the Board of Directors.
While the Fund normally maintains at least 80% of the portfolio in municipal
securities, it may invest any remaining balance in taxable money market
instruments on a temporary basis, if management believes this action would be
in the best interest of shareholders. Included in this category are:
obligations of the U.S. Government, its agencies or instrumentalities;
certificates of deposit; bankers' acceptances and other short-term debt
obligations of United States banks with total assets of $1 billion or more;
and commercial paper rated A-2 or better by S&P or Prime-2 or better by
Moody's, or certain rights to acquire these securities. The Fund reserves the
right to hold cash reserves as management deems necessary for defensive or
emergency purposes. It is policy of the Fund not to invest more than 25% of
its assets in any one classification of municipal securities, except project
notes or other tax-exempt obligations that are backed by the U.S. Government.
Should the rating organizations used by the Fund cease to exist or change
their systems, the Fund will attempt to use other comparable ratings as
standards for its investments in municipal securities in accordance with its
investment policies.
To achieve its objectives the Fund may engage in trading activity in order to
take advantage of opportunities to enhance yield, protect principal or improve
liquidity. This trading activity should not increase the Fund's expenses
since there are normally no brokers' commissions paid by the Fund for the
purchase or sale of money market instruments. However, a markup or spread may
be paid to a dealer from which the Fund purchases a security.
UMB Scout Tax-Free Money Market Fund may invest in issues of the U.S. Treasury
or U.S. Government agencies subject to repurchase agreements entered into with
the seller of the issue.
UMB Scout Worldwide Select Fund. In addition to the Fund's principal
investment strategy as described in the prospectus, the Fund may also seek
income by investing in fixed-income securities of foreign governments or
companies if the investment adviser believes that market or economic
conditions make those investments more attractive than investments in equity
securities. The Fund will generally select fixed-income securities which have
credit ratings or characteristics that are comparable to "investment grade"
ratings, defined as Baa or higher by Moody's or BBB or higher by S&P.
The Fund's investment management policies will attempt to generate a favorable
total return consisting of interest, dividend and other income, if any, and
appreciation in the value of the Fund's securities by investing in equity
securities which in the opinion of the manager, offer good growth potential
and in many cases pay dividends. The Fund will look at such factors as the
company's assets, personnel, sales, earnings and location of its corporate
headquarters to determine the value of the company as well as whether more
than 50% of such assets, personnel, sales or earnings are located outside the
United States and therefore the company's primary business is carried on
outside the United States. The Fund diversifies its investments among various
countries and a number of different industries. The Fund believes the
intrinsic worth and consequent value of the stock of most well managed and
successful companies usually do not change rapidly, even though wide
variations in the price may occur. So normally, long-term positions in stocks
will be taken and maintained while the company's record and prospects continue
to meet with management's approval. The Fund does not intend to hold fixed
income assets in excess of 5% of the total assets in securities whose ratings
have dropped below investment grade. The manager will review such securities
and determine appropriate action to take with respect to such securities.
For purposes including but not limited to meeting redemptions and
unanticipated expenses, the Fund may invest a portion of its assets in cash or
high-quality, short-term debt obligations readily changeable into cash such
as:
(1) certificates of deposit, bankers' acceptances and other
short-term obligations issued domestically by United States
commercial banks having assets of at least $1 billion and which
are members of the Federal Deposit Insurance Corporation or
holding companies of such banks;
(2) commercial paper of companies rated P-2 or higher by Moody's
or A-2 or higher by S&P, or if not rated by either Moody's or
S&P, a company's commercial paper may be purchased by the Fund
if the company has an outstanding bond issue rated Aa or higher
by Moody's or AA or higher by S&P;
(3) short-term debt securities which are non-convertible and
which have one year or less remaining to maturity at the date
of purchase and which are rated Aa or higher by Moody's or AA
or higher by S&P; and
(4) negotiable certificates of deposit and other short-term debt
obligations of savings and loan associations having assets of
at least $1 billion and which are members of the Federal Home
Loan Banks Association and insured by the Federal Savings and
Loan Insurance Corporation.
There may be times, however, when the Fund attempts to respond to adverse
market, economic, political or other conditions, by investing up to 100% of
its assets in those types of investments for temporary defensive purposes.
UMB Scout Stock Select Fund. The Fund's principal investment strategy is to
purchase common stocks with above average potential for growth and income.
The Fund may, however, change its investment when, in management's judgment,
economic and market conditions make such a course desirable. But such changes
will be no more than is necessary to carry out the Fund's objectives. The
Fund does not intend to concentrate its investments in any particular
industry. Without the approval of shareholders, it will not purchase a
security if as a result of such purchase more than 25% of its assets will be
invested in a particular industry.
For purposes including but not limited to meeting redemptions and
unanticipated expenses, the Fund may invest a portion of its assets in cash or
high-quality, short-term debt obligations readily changeable into cash such
as:
(1) certificates of deposit, bankers' acceptances and other short-
term obligations issued domestically by United States
commercial banks having assets of at least $1 billion and
which are members of the Federal Deposit Insurance Corporation
or holding companies of such banks;
(2) commercial paper of companies rated P-2 or higher by Moody's
or A-2 or higher by S&P, or if not rated by either Moody's or
S&P, a company's commercial paper may be purchased by the Fund
if the company has an outstanding bond issue rated Aa or
higher by Moody's or AA or higher by S&P;
(3) short-term debt securities which are non-convertible and
which have one year or less remaining to maturity at the date
of purchase and which are rated Aa or higher by Moody's or AA
or higher by S&P; and
(4) negotiable certificates of deposit and other short-term debt
obligations of savings and loan associations having assets of
at least $1 billion and which are members of the Federal Home
Loan Banks Association and insured by the Federal Savings and
Loan Insurance Corporation.
The Fund intends to hold a percentage of cash, short-term debt obligations,
government securities or other high-quality investments for reserves to cover
redemptions and unanticipated expenses. There may be times, however, when the
Funds attempt to respond to adverse market, economic, political or other
conditions by investing up to 100% of its assets in those types of investments
for temporary, defensive purposes. During those times, the Fund will not be
able to pursue its investment objective and, instead, will focus on preserving
your investment.
INVESTMENT POLICY RELATED TO ALL FUNDS
Repurchase Agreements. The Funds may invest in issues of the United States
Treasury or a United States government agency subject to repurchase
agreements. A repurchase agreement involves the sale of securities to the
Fund with the concurrent agreement by the seller to repurchase the securities
at the Funds' cost plus interest at an agreed rate upon demand or within a
specified time, thereby determining the yield during the Funds' period of
ownership. The result is a fixed rate of return insulated from market
fluctuations during such period. Under the 1940 Act, repurchase agreements are
considered loans by the Funds.
The Funds will enter into repurchase agreements only with United States banks
having assets in excess of $1 billion which are members of the Federal Deposit
Insurance Corporation, and with certain securities dealers who meet the
qualifications set from time to time by the Board of Directors of the Company.
The term to maturity of a repurchase agreement normally will be no longer than
a few days. Repurchase agreements maturing in more than seven days will not
exceed 10% of the net assets of any Fund. With respect to the UMB Scout Stock
Select Fund and the UMB Scout Worldwide Select Fund, repurchase agreements
maturing in more than seven days and other illiquid securities will not exceed
15% of each Fund's net assets.
RISK FACTORS
Risk Factors Applicable to Foreign Investments. From time to time, the UMB
Scout Worldwide Fund and the UMB Scout WorldWide Select Fund may invest in
companies located in developing countries. A developing country is generally
considered to be a country that is in the initial stages of its
industrialization cycle with a low per capita gross national product.
Compared to investment in the United States and other developed countries,
investing in the equity and fixed income markets of developing countries
involves exposure to relatively unstable governments, economic structures that
are generally less mature and based on only a few industries and securities
markets which trade a small number of securities. Prices on securities
exchanges in developing countries generally will be more volatile than those
in developed countries. Neither the UMB Scout Worldwide Fund nor the UMB
Scout Worldwide Select Fund will invest more than 20% of its total assets in
companies located in developing countries.
The risks to which the UMB Scout Worldwide Fund and the UMB Scout WorldWide
Select Fund are exposed, as a result of investing in companies located outside
the United States include: currency risks such as fluctuations in the value of
foreign currencies and the performance of foreign currencies relative to the
U.S. dollar; exchange control regulations; and costs incurred in connection
with conversions between various currencies (fees may also be incurred when
converting foreign investments to U.S. dollars). As a result, the relative
strength of the U.S. dollar may be an important factor in the performance of
the Funds.
As non-U.S. companies are not generally subject to uniform accounting,
auditing and financial reporting standards and practices comparable to those
applicable to U.S. companies, comparable information may not be readily
available about certain foreign companies. Securities of some non-U.S.
companies may be less liquid and more volatile than securities of comparable
U.S. companies. In addition, in certain foreign countries, there is the
possibility of expropriation or confiscatory taxation, political or social
instability or diplomatic developments which could affect U.S. investments in
those countries.
Under normal circumstances the UMB Scout Worldwide Fund will invest at least
80%, and the UMB Scout Worldwide Select Fund will invest at least 90%, of its
assets in equity securities of foreign issuers. However, to meet the
liquidity needs of the Funds or when the Funds believe that investments should
be deployed in a temporary defensive posture because of economic or market
conditions, the Funds may invest all or a major portion of its assets in
short-term debt securities denominated in U.S. dollars, including U.S.
treasury bills and other securities of the U.S. government and its agencies,
bankers' acceptances and certificates of deposit rated "A" or better by S&P
or Moody's as well as enter into repurchase agreements maturing in seven days
or less with U.S. banks and broker-dealers which are collateralized by such
securities. The Funds may also hold cash and time deposits in foreign banks,
denominated in any major foreign currency.
The UMB Scout Stock Select Fund may occasionally invest in foreign equity
securities or American Depository Receipts ("ADRs") which are issued by
banks or trust companies representing ownership interests of securities issued
by foreign companies. Investing in foreign securities poses additional risks.
For instance, foreign governments and economies may not be as well-developed
and stable as those in the United States and foreign securities markets may
not be subject to comparable regulation. Also, the relative value between the
U.S. dollar and foreign currencies may fluctuate. Thus, a potential gain in
the market value of fund assets denominated in a foreign currency could be
offset when converted to dollars. The UMB Scout Stock Select Fund does not
intend investments in foreign securities to exceed 5% of the Fund's assets.
Risk Factors Applicable to Repurchase Agreements. The use of repurchase
agreements involves certain risks. For example, if the seller of the agreement
defaults on its obligation to repurchase the underlying securities at a time
when the value of these securities has declined, the Funds may incur a loss
upon disposition of them. If the seller of the agreement becomes insolvent and
subject to liquidation or reorganization under the Bankruptcy Code or other
laws, disposition of the underlying securities may be delayed pending court
proceedings. Finally, it is possible that the Funds may not be able to
perfect their interest in the underlying securities. While the Funds'
management acknowledges these risks, it is expected that they can be
controlled through stringent security selection criteria and careful
monitoring procedures.
Risk Factors Applicable to Money Market Instruments. The yield and principal
value of money market instruments are sensitive to short-term lending
conditions, and it is possible that an issuer may default. The UMB Scout
Money Market Fund will seek to minimize these risks through portfolio
diversification, careful portfolio selection among securities considered to be
high quality and by maintaining short average maturities.
Risk Factors Applicable to Inverse Floaters. The UMB Scout Kansas Tax-Exempt
Bond Fund may invest in municipal securities whose interest rates bear an
inverse relationship to the interest rate on another security or the value of
an index ("inverse floaters"). An investment in inverse floaters may
involve greater risk than an investment in a fixed rate bond. Because changes
in the interest rate on the other security or index inversely affect the
residual interest paid on the inverse floater, the value of an inverse floater
is generally more volatile than that of a fixed rate bond. Inverse floaters
have interest rate adjustment formulae which generally reduce or, in the
extreme, eliminate the interest paid to the UMB Scout Kansas Tax-Exempt Bond
Fund when short-term interest rates rise, and increase the interest paid to
the UMB Scout Kansas Tax-Exempt Bond Fund when short-term interest rates fall.
Inverse floaters have varying degrees of liquidity, and the market for these
securities is new and relatively volatile. These securities tend to
underperform the market for fixed rate bonds in a rising interest rate
environment, but tend to outperform the market for fixed rate bonds when
interest rates decline. Shifts in long-term interest rates may, however,
alter this tendency. Although volatile, inverse floaters typically offer the
potential for yields exceeding the yields available on fixed rate bonds with
comparable credit quality and maturity. These securities usually permit the
investor to convert the floating rate to a fixed rate (normally adjusted
downward) and this optional conversion feature may provide a partial hedge
against rising rates if exercised at an opportune time. Inverse floaters are
leveraged because they provide two or more dollars of bond market exposure for
every dollar invested.
Risk Factors Applicable to Futures Transactions. The UMB Scout Kansas Tax-
Exempt Bond Fund may purchase and sell various kinds of financial futures
contracts and options thereon to hedge against changes in interest rates.
Futures contracts may be based on various debt securities (such as U.S.
government securities and municipal obligations) and securities indices (such
as the Municipal Bond Index traded on the Chicago Board of Trade). Such
transactions involve a risk of loss or depreciation due to unanticipated
adverse changes in securities prices, which may exceed the UMB Scout Kansas
Tax-Exempt Bond Fund's initial investment in these contracts. The UMB Scout
Kansas Tax-Exempt Bond Fund may not purchase or sell futures contracts or
related options, except for closing purchase or sale transactions, if
immediately thereafter the sum of the amount of margin deposits and premiums
paid on the UMB Scout Kansas Tax-Exempt Bond Fund's outstanding positions
would exceed 5% of the market costs.
INVESTMENT RESTRICTIONS
The Funds have adopted the following fundamental investment policies and
restrictions that cannot be changed without the approval of a "majority of
the outstanding voting securities" of the Fund. Under the 1940 Act, a
"majority of the outstanding voting securities" of a Fund means the vote of:
(i) more than 50% of the outstanding voting securities of the Fund; or (ii)
67% or more of the voting securities of the Fund present at a meeting, if the
holders of more than 50% of the outstanding voting securities are present or
represented by proxy, whichever is less. In cases where the current legal or
regulatory limitations are explained, such explanations are not part of the
fundamental restriction and may be modified without shareholder approval to
reflect changes in the legal and regulatory requirements.
UMB Scout Stock Fund, UMB Scout Regional Fund, UMB Scout Balanced Fund, UMB
Scout Worldwide Fund and UMB Scout Bond Fund will not:
(1) purchase the securities of any one issuer, except the United States
Government, if immediately after and as a result of such purchase (a) the
value of the holdings of the Fund in the securities of such issuer exceeds 5%
of the value of the Fund's total assets, or (b) the Fund owns more than 10% of
the outstanding voting securities, or any other class of securities, of such
issuers; (2) engage in the purchase or sale of real estate or commodities
(with respect to Worldwide Fund and Balanced Fund, includes futures
contracts); (3) underwrite the securities of other issuers; (4) make loans to
any of its officers, directors, or employees, or to its manager, or general
distributor, or officers or directors thereof; (5) make loans to other
persons, except with regard to Stock Fund, Regional Fund , WorldWide Fund and
Bond Fund, by the purchase of debt obligations which are permitted under its
investment policy and with regard to the Balanced Fund, purchase of a security
subject to a repurchase agreement or the purchase of a portion of an issue of
publicly distributed debt securities is not considered the making of a loan;
(6) invest in companies for the purpose of exercising control of management;
(7) purchase securities on margin, or sell securities short; (8) purchase
shares of other investment companies except in the open market at ordinary
broker's commission or pursuant to a plan of merger or consolidation; (9)
invest in the aggregate more than 5% of the value of its gross assets in the
securities of issuers (other than federal, state, territorial, or local
governments, or corporations, or authorities established thereby), which,
including predecessors, have not had at least three years' continuous
operations; (10) enter into dealings with its officers or directors, its
manager or underwriter, or their officers or directors, or any organization in
which such persons have a financial interest, except for transactions in the
Fund's own shares or other securities through brokerage practices which are
considered normal and generally accepted under the circumstances existing at
the time; (11) purchase or retain securities of any company in which any Fund
officers or directors, or Fund manager, its partner, officer, or director
beneficially owns more than 1/2 of 1% of said company's securities, if all
such persons owning more than 1/2 of 1% of said company's securities own in
the aggregate more than 5% of the outstanding securities of such company;
(12) borrow or pledge its credit under normal circumstances, except up to 10%
of its gross assets (computed at the lower of fair market value or cost) for
temporary or emergency purposes, and not for the purpose of leveraging its
investments, and provided further that any borrowing in excess of 5% of the
total assets of the Fund shall have asset coverage of at least 3 to 1 and
provided further that WorldWide Fund will not purchase securities when
borrowings exceed 5% of its total assets; (13) make itself or its assets
liable for the indebtedness of others; (14) invest in securities which are
assessable or involve unlimited liability; (15) invest in securities issued by
UMB Financial Corporation or affiliate banks of UMB Financial Corporation; or
(16) issue senior securities, with regard to Stock Fund, Regional Fund and
Bond Fund, except for those investment procedures permissible under the Fund's
other restrictions and with respect to Balanced Fund and WorldWide Fund, that
borrowings from banks are permitted so long as the requisite asset coverage
under restriction (12) above has been provided.
The Funds also have an additional restriction to not purchase any securities
which would cause 25% or more of a Fund's total assets at the time of such
purchase to be invested in any one industry.
UMB Scout Capital Preservation Fund will not: (1) as to 75% of its total
assets, purchase the securities of any one issuer, except the United States
Government, if immediately after and as a result of such purchase (a) the
value of the holdings of the Fund in the securities of such issuer exceeds 5%
of the value of the Fund's total assets, or (b) the Fund owns more than 10% of
the outstanding voting securities, or any other class of securities, of such
issuer; (2) engage in the purchase or sale of real estate or commodities; (3)
underwrite the securities of other issuers; (4) make loans to other persons,
except by the purchase of debt obligations which are permitted under its
policy (the purchase of a security subject to a repurchase agreement or the
purchase of a portion of publicly distributed debt securities is not
considered a loan); (5) purchase securities on margin, or sell securities
short; (6) borrow or pledge its credit under normal circumstances, except up
to 10% of its gross assets (computed at the lower of fair market value or
cost) for temporary or emergency purposes, and not for the purpose of
leveraging its investments, and provided further that any borrowing in excess
of 5% of the total assets of the Fund shall have asset coverage of at least 3
to 1; or (7) issue senior securities except for those investment procedures
permissible under the Fund's other restrictions.
The following are "non-fundamental" restrictions, which may be changed by
the Board of Directors of the Fund without shareholder approval:
The Fund will not: (1) invest in companies for the purpose of exercising
control of management; (2) purchase shares of other investment companies
except as permitted under the Investment Company Act of 1940, as amended from
time to time, or pursuant to a plan of merger or consolidation; (3) invest in
the aggregate more than 5% of the value of its gross assets in the securities
of issuers (other than federal, state, territorial, or local governments, or
corporations, or authorities established thereby), which, including
predecessors, have not had at least three years' continuous operations; (4)
enter into dealings with its officers or directors, its manager or
underwriter, or their officers or directors, or any organization in which such
persons have a financial interest except for transactions in the Fund's own
shares or other securities through brokerage practices which are considered
normal and generally accepted under the circumstances existing at the time; or
(5) invest in securities issued by UMB Financial Corporation or affiliate
banks of UMB Financial Corporation.
UMB Scout Kansas Tax-Exempt Bond Fund will not: (1) engage in the purchase or
sale of real estate or commodities; (2) underwrite the securities of other
issuers; (3) make loans to other persons, except by the purchase of debt
obligations which are permitted under its policy (the purchase of a security
subject to a repurchase agreement or the purchase of a portion of publicly
distributed debt securities is the making of a loan); (4) purchase securities
on margin, or sell securities short; (5) borrow or pledge its credit under
normal circumstances, except up to 10% of its gross assets (computed at the
lower of fair market value or cost) for temporary or emergency purposes, and
not for the purpose of leveraging its investments, and provided further that
any borrowing in excess of 5% of the total assets of the Fund shall have asset
coverage of at least 3 to 1; (6) invest more than 25% of its total assets
(taken at market value at the time of each investment) in the securities of
issuers in any particular industry, except for temporary defensive purposes.
(This limitation shall not apply to obligations issued or guaranteed by the
U.S. Government, its agencies or instrumentalities; investments in
certificates of deposit and banker's acceptances will not be considered
investments in the banking industry; utility companies will be divided
according to their services; financial service companies will be classified
according to the end users of their services; and asset-backed securities will
be classified according to the underlying assets securing such securities.);
or (7) issue senior securities except for those investment procedures
permissible under the Fund's other restrictions.
The following are "non-fundamental" restrictions, which can be changed by
the Board of Directors of the Fund without shareholder approval:
The Fund may not: (1) invest in companies for the purpose of exercising
control of management; (2) purchase shares of other investment companies
except as permitted under the Investment Company Act of 1940, as amended from
time to time, or pursuant to a plan of merger or consolidation; (3) invest in
the aggregate more than 5% of the value of its gross assets in the securities
of issuers (other than federal, state, territorial, or local governments, or
corporations, or authorities established thereby), which, including
predecessors, have not had at least three years' continuous operations; (4)
enter into dealings with its officers or directors, its manager or
underwriter, or their officers or directors, or any organization in which such
persons have a financial interest, except for transactions in the Fund's own
shares or other securities through brokerage practices which are considered
normal and generally accepted under the circumstances existing at the time; or
(5) invest in securities issued by UMB Financial Corporation or affiliate
banks of UMB Financial Corporation; (6) invest more than 20% of its assets
in other municipal obligations dependent on annual state appropriations;
obligations of housing and finance authorities, municipal utilities systems,
or public housing authorities; obligations of hospitals or life care centers,
or industrial development or pollution control bonds; or (7) invest in illiquid
securities if more than 15% of its net assets would be invested in securities
that are not readily marketable.
For purposes of the Fund's investment restrictions, the determination of the
"issuer" of a municipal obligation which is not a general obligation bond
will be made by the investment adviser on the basis of the characteristics of
the obligation and other relevant factors, the most significant of which is
the source of funds committed to meeting interest and principal payments of
such obligations.
UMB Scout Money Market Fund will not: (1) invest in equity securities or
securities convertible into equities; (2) purchase the securities of any
issuer (other than obligations issued or guaranteed as to principal and
interest by the government of the United States, its agencies or
instrumentalities) if, as a result, (a) more than 5% of either Portfolio's
total assets (taken at current value) would be invested in the securities of
such issuer, or (b) either Portfolio would hold more than 10% of any class of
securities of such issuer (for this purpose, all debts and obligations of an
issuer maturing in less than one year are treated as a single class of
securities); (3) borrow money in excess of 10% of either Portfolio's total
assets taken at market value, and then only from banks as a temporary measure
for extraordinary or emergency purposes; the Fund will not borrow to increase
income (leveraging) but only to facilitate redemption requests which might
otherwise require untimely dispositions of Portfolio securities; the Fund will
repay all borrowings before making additional investments, and interest paid
on such borrowings will reduce net income; (4) mortgage, pledge or hypothecate
its assets except in an amount up to 15% (10% as long as the Fund's shares are
registered for sale in certain states) of the value of its total assets but
only to secure borrowings for temporary or emergency purposes; (5) issue
senior securities, as defined in the Investment Company Act of 1940, as
amended; (6) underwrite securities issued by other persons; (7) purchase or
sell real estate, but this shall not prevent investment in obligations secured
by real estate; (8) make loans to other persons, except by the purchase of
debt obligations which are permitted under its investment policy; the purchase
of a security subject to a repurchase agreement is not considered making a
loan; (9) purchase securities on margin or sell short; (10) purchase or retain
securities of an issuer if to the knowledge of the Fund's management and
directors of the Fund, each of whom owns more than one-half of one percent
(.5%) of such securities, together own more than five percent (5%) of the
securities of such issuer; (11) purchase or sell commodities or commodity
contracts; (12) write, or invest in, put, call, straddle or spread options or
invest in interests in oil, gas or other mineral exploration or development
programs; (13) invest in companies for the purpose of exercising control; (14)
invest in securities of other investment companies, except as they may be
acquired as part of a merger, consolidation or acquisition of assets; (15)
invest more than 5% of the value of either Portfolio's total assets at the
time of investment in the securities of any issuer or issuers which have
records of less than three years continuous operation, including the operation
of any predecessor, but this limitation does not apply to securities issued or
guaranteed as to interest and principal by the United States Government or its
agencies or instrumentalities; or (16) purchase any securities which would
cause more than 25% of the value of a Portfolio's total net assets at the time
of such purchase to be invested in any one industry; provided, however, that
the Prime Portfolio reserves freedom of action to invest up to 100% of its
assets in certificates of deposit or bankers' acceptances of domestic branches
of U.S. banks.
There is no limitation with respect to investments in U.S. Treasury bills, or
other obligations issued or guaranteed by the federal government, its agencies
and instrumentalities.
UMB Scout Tax-Free Money Market Fund will not: (1) invest in equity
securities or securities convertible into equities; (2) purchase more than ten
percent (10%) of the outstanding publicly issued debt obligations of any
issuer; (3) borrow or pledge its credit under normal circumstances, except up
to 10% of its gross assets (computed at the lower of fair market value or
cost) for temporary or emergency purposes (and not for the purpose of
leveraging its investments), and provided further that any borrowing in excess
of 5% of the total assets of the Fund shall have asset coverage of at least 3
to 1; the Fund will repay all borrowings before making additional investments;
(4) pledge, mortgage or hypothecate its assets to an extent greater than ten
percent (10%) of the value of its net assets; (5) issue senior securities, as
defined in the Investment Company Act of 1940, as amended; (6) underwrite any
issue of securities; (7) purchase or sell real estate, but this shall not
prevent investment in municipal bonds secured by a real estate interest
therein; (8) make loans to other persons, except by the purchase of bonds,
debentures or similar obligations which are publicly distributed; the purchase
of a security subject to a repurchase agreement is not considered making a
loan; (9) purchase securities on margin or sell short; (10) purchase or retain
securities of an issuer if those directors of the Fund, each of whom owns more
than one-half of one percent (.5%) of such securities, together own more than
five percent (5%) of the securities of such issuer; (11) purchase or sell
commodities or commodity contracts; (12) invest in, put, call, straddle or
spread options; (13) purchase securities of any issuer (except the United
States Government, its agencies and instrumentalities, and any municipal bond
guaranteed by the United States Government) if, as a result, more than 5% of
the total assets would be invested in the securities of such issuer; for
purposes of this limitation, identification of the "issuer" will be based on
a determination of the source of assets and revenues committed to meeting
interest and principal payments of each security, and a government entity
which guarantees the securities issued by another entity is also considered an
issuer of that security; (14) invest in companies for the purpose of
exercising control; (15) invest in securities of other investment companies,
except as they may be acquired as part of a merger, consolidation or
acquisition of assets; or (16) invest more than 5% of the value of its total
assets at the time of investment in the securities of any issuer or issuers
which have records of less than three years continuous operation, including
the operation of any predecessor, but this limitation does not apply to
securities issued or guaranteed as to interest and principal by the United
States Government or its agencies or instrumentalities.
UMB Scout Worldwide Select Fund and UMB Scout Stock Select Fund will not: (1)
make investments that will result in the concentration (as that term may be
defined in the 1940 Act, any rule or order thereunder, or U.S. Securities and
Exchange Commission ("SEC") staff interpretation thereof) of its investments
in the securities of issuers primarily engaged in the same industry, provided
that this restriction does not limit the Fund from investing in obligations
issued or guaranteed by the U.S. government, or its agencies or
instrumentalities. The SEC staff
currently takes the position that a mutual fund concentrates its investments
in a particular industry if 25% or more of its total assets are invested in
issuers within the industry. In applying the Fund's fundamental policy
concerning concentration, it is a matter of non-fundamental policy that
investments in certain categories of companies will not be considered to be
investments in a particular industry. For example: (i) financial service
companies will be classified according to the end users of their services, for
example, automobile finance, bank finance and diversified finance will each be
considered a separate industry; (ii) technology companies will be divided
according to their products and services, for example, hardware, software,
information services and outsourcing, or telecommunications will each be a
separate industry; (iii) asset-backed securities will be classified according
to the underlying assets securing such securities; and (iv) utility companies
will be divided according to their services, for example, gas, gas
transmission, electric and telephone will each be considered a separate
industry; (2) borrow money or issue
senior securities, except as the 1940 Act, any rule thereunder, or SEC staff
interpretation thereof, may permit.
The following information is intended to describe the current regulatory
limits relating to senior securities and borrowing activities that apply to
mutual funds. This description may be changed without shareholder approval to
reflect legal or regulatory changes. A fund may borrow up to 5% of its total
assets for temporary purposes and may also borrow from banks, provided that if
borrowings exceed 5%, the fund must have assets totaling at least 300% of the
borrowing when the amount of the borrowing is added to the fund's other
assets. The effect of this
provision is to allow a fund to borrow from banks amounts up to one-third (33
1/3%) of its total assets (including those assets represented by the
borrowing); (3) underwrite the securities of other issuers, except that the
Fund may engage in transactions involving the acquisition, disposition or
resale of its portfolio securities, under circumstances where it may be
considered to be an underwriter under the Securities Act of 1933; (4) may not
purchase or sell real estate, unless acquired as a result of ownership of
securities or other instruments and provided that this restriction does not
prevent the Fund from investing in issuers which invest, deal or otherwise
engage in transactions in real estate or interests therein, or investing in
securities that are secured by real estate or interests therein; (5) purchase
or sell physical commodities, unless acquired as a result of ownership of
securities or other instruments and provided that this restriction does not
prevent the Fund from engaging in transactions involving futures contracts and
options thereon or investing in securities that are secured by physical
commodities; (6) make loans, provided that this restriction does not prevent
the Fund from purchasing debt obligations, entering into repurchase
agreements, loaning its assets to broker/dealers or institutional investors
and investing in loans, including assignments and participation interests.
In addition to the fundamental policies and investment restrictions described
above, and the various general investment policies described in the
Prospectus, the UMB Scout Worldwide Select Fund and the UMB Scout Stock Select
Fund will be subject to the following investment restrictions, which are
considered non-fundamental and may be changed by the Board of Directors without
shareholder approval.
(1) each Fund may not, with respect to 75% of its total assets, invest more
than 5% of its total assets in securities of any one issuer (except
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities), or purchase more than 10% of the voting securities of any
one issuer. The Funds may not change its classification from diversified to
non-diversified without shareholder approval; (2) each Fund is permitted to
invest in other investment companies, including open-end, closed-end or
unregistered investment companies, either within the percentage limits set
forth in the 1940 Act, any rule or order thereunder, or SEC staff
interpretation thereof, or without regard to percentage limits in connection
with a merger, reorganization, consolidation or other similar transaction.
However, neither Fund may operate as a fund of funds which invests primarily
in the shares of other investment companies as permitted by Section
12(d)(1)(F) or (G) of the 1940 Act, if its own shares are utilized as
investments by such a fund of funds. Under current legal and regulatory
requirements, each Fund may invest up to 5% of its total assets in the
securities of any one investment company, but may not own more than 3% of any
investment company or invest more than 10% of its total assets in the
securities of other investment companies; (3) with respect to the UMB Scout
Worldwide Select Fund, it may invest in American Depository Receipts (ADR's),
which represent foreign securities and are traded on U.S. Exchanges or in the
over-the-counter market. However, the Fund reserves the right to invest
directly in foreign securities or to purchase European Deposit Receipts
(EDR's) and International Depository Receipts (IDR's), in bearer form, which
are designed for use in European and other securities markets; (4) the UMB
Scout Worldwide Select Fund may purchase foreign currencies and/or forward
foreign currency transactions, however, it may not engage in forward foreign
currency exchange contracts for speculative purposes; (5) each Fund may not
invest more than 15% of its net assets in securities which they can not sell
or dispose of in the ordinary course of business within seven days at
approximately the value at which the Fund has valued the investment.
PORTFOLIO TRANSACTIONS
Decisions to buy and sell securities for the Funds are made by UMB Bank, n.a.
for all the UMB Scout Funds. Officers of the Funds and Jones & Babson, Inc.
are generally responsible for implementing or supervising these decisions,
including allocation of portfolio brokerage and principal business and the
negotiation of commissions and/or the price of the securities.
The Funds, in purchasing and selling portfolio securities, will seek the best
available combination of execution and overall price (which shall include the
cost of the transaction) consistent with the circumstances which exist at the
time. The Fund does not intend to solicit competitive bids on each
transaction.
UMB Scout Money Market Fund and UMB Scout Tax-Free Money Market Fund expect
that purchases and sales of portfolio securities usually will be principal
transactions. Portfolio securities normally will be purchased directly from
the issuer or in the over-the-counter market from a principal market maker for
the securities, unless it appears that a better combination of price and
execution may be obtained elsewhere. Usually there will be no brokerage
commission paid by these Funds for such purchases. Purchases from
underwriters of portfolio securities will include a commission or concession
paid by the issuer to the underwriter, and purchases from dealers serving as
market makers will include the spread between the bid and asked price. In
instances where securities are purchased on a commission basis, the Funds will
seek competitive and reasonable commission rates based on the circumstances of
the trade involved and to the extent that they do not detract from the quality
of the execution.
The Funds believe it is in their best interest and that of their shareholders
to have a stable and continuous relationship with a diverse group of
financially strong and technically qualified broker-dealers who will provide
quality executions at competitive rates. Broker-dealers meeting these
qualifications also will be selected for their demonstrated loyalty to the
Funds, when acting on their behalf, as well as for any research or other
services provided to the Funds. The Funds normally will not pay a higher
commission rate to broker-dealers providing benefits or services to them than
they would pay to broker-dealers who do not provide such benefits or services.
However, the Funds reserve the right to do so within the principles set out in
Section 28(e) of the Securities Exchange Act of 1934 when it appears that this
would be in the best interests of the shareholders.
No commitment is made to any broker or dealer with regard to placing of orders
for the purchase or sale of Fund portfolio securities, and no specific formula
is used in placing such business. Allocation is reviewed regularly by both
the Boards of Directors of the Funds and by UMB Bank, n.a.
Since the Funds do not currently market their shares through intermediary
brokers or dealers, it is not their practice to allocate brokerage or
principal business on the basis of sales of their shares which may be made
through such firms. However, they may place portfolio orders with qualified
broker-dealers who recommend a Fund to other clients, or who act as agent in
the purchase of Fund shares for their clients.
Research services furnished by broker-dealers may be useful to the Fund
manager in serving other clients, as well as a Fund. Conversely, a Fund may
benefit from research services obtained by the manager from the placement of
portfolio brokerage of other clients.
When the manager in its fiduciary duty believes it to be in the best interests
of its shareholders, a Fund may join with other clients of the manager in
acquiring or disposing of a portfolio holding. Securities acquired or
proceeds obtained will be equitably distributed between the Fund and other
clients participating in the transaction. In some instances, this investment
procedure may affect the price paid or received by the Fund or the size of the
position obtained by the Fund.
The following Funds paid brokerage commissions for the past three fiscal years
ended June 30, 1997, 1998 and 1999:
1999 1998 1997
UMB Scout Stock Fund $76,992 $40,384 $57,961
UMB Scout Regional Fund $16,271 $13,318 $20,355
UMB Scout Worldwide Fund $95,255 $15,840 $30,885
UMB Scout Capital
Preservation Fund $2,540 $839 --
UMB Scout Balanced Fund $12,558 $3,617 $5,924
UMB Scout Stock Select Fund $3,595 -- --
UMB Scout Worldwide Select Fund $5,025 -- --
Portfolio Turnover. The Funds do not intend to purchase securities solely for
short-term trading; nor will securities be sold for the sole purpose of
realizing gains. However, a security may be sold and another of comparable
quality purchased at approximately the same time to take advantage of what the
Funds' manager believes to be a disparity in the normal yield relationship
between the two securities. In addition, a security may be sold and another
purchased when, in the opinion of management, a favorable yield spread exists
between specific issues or different market sectors. Short-term debt
instruments with maturities of less than one year are excluded from the
calculation of portfolio turnover.
There are no fixed limitations regarding portfolio turnover for either the
equity or fixed income portions of UMB Scout Balanced Fund's portfolio.
Although the Fund does not trade for short-term profits, securities may be
sold without regard to the time they have been held in the Fund when, in the
opinion of the Fund's management, investment considerations warrant such
action. As a result, while it is anticipated that the turnover rates for the
equity and fixed income portions of the Fund's portfolio generally will not
exceed 100%, under certain market conditions, these portfolio turnover rates
may exceed 100%. Increased portfolio turnover rates would cause the Fund to
incur greater brokerage costs than would otherwise be the case and may result
in the acceleration of capital gains which are taxable when distributed to
shareholders.
PERFORMANCE MEASURES
From time to time, each of the Funds may advertise its performance in various
ways, as summarized below.
Yield of UMB Scout Money Market Fund and UMB Scout Tax-Free Money Market Fund
Each Portfolio of the UMB Scout Money Market Fund and the UMB Scout Tax-Free
Money Market Fund may quote their yields in advertisements, shareholder
reports or other communications to shareholders. Yield information is
generally available by calling the Funds toll free 1-800-996-2862.
The current annualized yield for each Portfolio of the UMB Scout Money Market
Fund and the UMB Scout Tax-Free Money Market Fund is computed by: (a)
determining the net change in the value of a hypothetical pre-existing account
in a Fund having a balance of one share at the beginning of a seven calendar-
day period for which yield is to be quoted, (b) dividing the net change by the
value of the account at the beginning of the period to obtain the base period
return, and (c) annualizing the results (i.e., multiplying the base period
return by 365/7). The net change in value of the account reflects the value
of additional shares purchased with dividends declared on the original share
and any such additional shares, but does not include realized gains and losses
or unrealized appreciation and depreciation. In addition, each Fund may
calculate a compound effective yield by adding 1 to the base period return
(calculated as described above, raising the sum to a power equal to 365/7 and
subtracting 1).
For the seven-day period ended June 30, 1999:
Current Annualized Compound Average Portfolio
Yield Effective Yield Maturity
UMB Scout Money
Market Fund -
Federal Portfolio 4.43% 4.69% 45 days
UMB Scout Money
Market Fund - Prime
Portfolio 4.47% 4.80% 48 days
UMB Scout Tax-Free
Money Market Fund 2.82% 2.65% 32 days
Tax Equivalent Yield of UMB Scout Kansas Tax-Exempt Bond Fund
For the UMB Scout Kansas Tax-Exempt Bond Fund, the tax-equivalent yield is
based on the current double tax-exempt yield and your combined federal and
state marginal tax rate. Assuming that all of UMB Scout Kansas Tax-Exempt
Bond Fund's dividends are tax-exempt in Kansas (which may not always be the
case) and that your Kansas taxes are fully deductible for federal income tax
purposes, you can calculate your tax-equivalent yield for UMB Scout Kansas
Tax-Exempt Bond Fund using the following equation:
Fund's Double Tax-Free Yield
----------------------------------------------------------
(100% - Federal Tax Rate)(100% - Kansas Tax Rate) = Your Tax-
Equivalent Yield
Total Return
The UMB Scout Stock Fund, UMB Scout Regional Fund, UMB Scout Bond Fund, UMB
Scout Worldwide Fund, UMB Scout Balanced Fund, UMB Scout Capital Preservation
Fund, UMB Scout Kansas Tax-Exempt Bond Fund, UMB Scout Worldwide Select Fund
and UMB Scout Stock Select Fund may advertise "average annual total return"
over various periods of time. Such total return figures show the average
percentage change in value of an investment in a Fund from the beginning date
of the measuring period to the end of the measuring period. These figures
reflect changes in the price of the Fund's shares and assume that any income
dividends and/or capital gains distributions made by the Funds during the
period were reinvested in shares of the Fund. Figures will be given for
recent one-, five- and ten-year periods (if applicable), and may be given for
other periods as well (such as from commencement of a Fund's operations, or on
a year-by-year basis).
The Funds' "average annual total return" figures described and shown below
are computed according to a formula prescribed by the Securities and Exchange
Commission. The formula can be expressed as follows:
P(1+T)n = ERV
Where:
P = a hypothetical initial payment of $1000
T = average annual total return
n = number of years
ERV = Ending Redeemable Value of a hypothetical $1000
payment made at the beginning of the 1, 5 or 10
years (or other) periods at the end of the 1, 5 or
10 years (or other) periods (or fractional portions
thereof).
The table below shows the average annual total return for each of the Funds
for the specified periods.
<TABLE>
<CAPTION>
Stock Regional WorldWide Capital Balanced Bond Kansas WorldWide Stock
Fund Fund Fund Preservation Fund Fund Tax-Exempt Select Select
Fund Bond Fund Fund Fund
- ---------------------------------------------------------------------------------------------------------------------------
</CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
For the
one year
7/1/98-
6/30/99 13.92 4.00 10.90 2.70 1.89 3.13 2.62 N/A N/A
For the
five years
7/1/94-
6/30/99 14.88 12.56 16.74 N/A N/A 6.21 N/A N/A N/A
For the
ten years
7/1/89-
6/30/99 11.87 9.39 N/A N/A N/A 6.78 N/A N/A N/A
From
commence-
ment of
operations
to
6/30/99* 12.77 7.36 15.44 0.02 6.50 7.85 2.41 2.00 0.80
</TABLE>
* UMB Scout Stock Fund and UMB Scout Bond Fund commenced operation on
November 18, 1982; UMB Scout Regional Fund commenced operation on
December 18, 1986; UMB Scout WorldWide Fund commenced operation on
September 14, 1993; UMB Scout Balanced Fund commenced operation on
December 6, 1995; UMB Scout Capital Preservation Fund and UMB Scout
Kansas Tax-Exempt Bond Fund commenced operation on February 23, 1998;
UMB Scout Worldwide Select Fund commenced operations on May 17, 1999;
and UMB Scout Stock Select Fund commenced operations on May 17, 1999.
Performance Comparisons. In advertisements or in reports to shareholders, the
Funds may compare their performance to that of other mutual funds with similar
investment objectives and to stock or other relevant indices. For example,
UMB Scout Stock Fund, UMB Scout Regional Fund, UMB Scout Worldwide Fund, UMB
Scout Capital Preservation Fund, UMB Scout Bond Fund, UMB Scout Balanced Fund,
UMB Scout Kansas Tax-Exempt Bond Fund, UMB Scout Worldwide Select Fund and UMB
Scout Stock Select Fund may compare their performance to rankings prepared by
Lipper Analytical Services, Inc. (Lipper), a widely recognized independent
service which monitors the performance of mutual funds. UMB Scout Stock Fund,
UMB Scout WorldWide Fund, UMB Scout Balanced Fund,
UMB Scout Worldwide Select Fund, UMB Scout Stock Select Fund, and UMB Scout
Regional Fund may also compare its performance to the Standard & Poor's 500
Stock Index (S&P 500), an index of unmanaged groups of common stocks, the Dow
Jones Industrial Average, a recognized unmanaged index of common stocks of 30
industrial companies listed on the NYSE, or the Consumer Price Index. UMB
Scout Bond Fund may compare its performance to the Shearson/Lehman
Government/Corporate Index, an unmanaged index of government and corporate
bonds.
Performance information, rankings, ratings, published editorial comments and
listings as reported in national financial publications such as Kiplinger's
Personal Finance Magazine, Business Week, Morningstar Mutual Funds, Investor's
Business Daily, Institutional Investor, The Wall Street Journal, Mutual Fund
Forecaster, No-Load Investor, Money, Forbes, Fortune Barron's,
Financial World, U.S. News & World Report, USA Today, Personal Finance, Income
and Safety, The Mutual Fund Letter, United Mutual Fund Selector, No-Load Fund
Analyst, No-Load Fund X, Louis Rukeyser's Wall Street newsletter, Donoghue's
Money Letter, CDA Investment Technologies, Inc., Wiesenberger Investment
Companies Service, Donoghue's Mutual Fund Almanac, Bank Rate Monitor and
Donoghue's Money Fund Report may also be
used in comparing performance of the Funds. Performance comparisons should not
be considered as representative of the future performance of the Funds.
HOW THE FUNDS' SHARES ARE DISTRIBUTED
Jones & Babson, Inc., as agent of the UMB Scout Funds, agrees to supply its
best efforts as sole distributor of the Funds' shares and, at its own expense,
pay all sales and distribution expenses in connection with their offering
other than registration fees and other government charges. Jones & Babson,
Inc. can be reached by calling 800-996-2862 and is located at BMA Tower, 700
Karnes Blvd., Kansas City, MO 64108-3306.
Jones & Babson, Inc. does not receive any fee or other compensation under its
distribution agreements with the Funds which continue in effect until October
31, 1999, and which will continue automatically for successive annual periods
ending each October 31, if continued at least annually by the Funds' Boards of
Directors, including a majority of those Directors who are not parties to such
Agreements or interested persons of any such party. They terminate
automatically if assigned by either party or upon 60 days written notice by
either party to the other.
HOW SHARE PURCHASES ARE HANDLED
We will not be responsible for the consequences of delays, including delays in
the banking or Federal Reserve wire systems. We cannot process transaction
requests that are not complete and in good order as described in the
prospectus. If you use the services of any other broker to purchase or redeem
shares of the Funds, that broker may charge you a fee. Each order accepted
will be fully invested in whole and fractional shares, unless the purchase of
a certain number of whole shares is specified, at the net asset value per
share next effective after the order is accepted by the Funds.
Each investment is confirmed by a year-to-date statement which provides the
details of the immediate transaction, plus all prior transactions in your
account during the current year. This includes the dollar amount invested,
the number of shares purchased or redeemed, the price per share, and the
aggregate shares owned. A transcript of all activity in your account during
the previous year will be furnished each January. By retaining each annual
summary and the last year-to-date statement, you have a complete detailed
history of your account which provides necessary tax information. A duplicate
copy of a past annual statement is available from Jones & Babson, Inc. at its
cost, subject to a minimum charge of $5 per account, per year requested.
The shares you purchase are held by the Funds in an open account, thereby
relieving you of the responsibility of providing for the safekeeping of a
negotiable share certificate. Jones & Babson does not intend to issue new
certificated shares for any accounts.
If an order to purchase shares must be canceled due to non-payment, the
purchaser will be responsible for any loss incurred by the Funds arising out
of such cancellation. To recover any such loss, the Funds reserve the right
to redeem shares owned by any purchaser whose order is canceled, and such
purchaser may be prohibited or restricted in the manner of placing further
orders.
The Funds reserve the right in their sole discretion to withdraw all or any
part of the offering made by the prospectus or to reject purchase orders when,
in the judgment of management, such withdrawal or rejection is in the best
interest of the Funds and its shareholders. The Funds also reserve the right
at any time to waive or increase the minimum requirements applicable to
initial or subsequent investments with respect to any person or class of
persons, which includes shareholders of the Funds' special investment
programs.
The Funds reserve the right to refuse to accept orders for Fund shares unless
accompanied by payment, except when a responsible person has indemnified the
Fund against losses resulting from the failure of investors to make payment.
In the event that the Funds sustains a loss as the result of failure by a
purchaser to make payment, the Funds' underwriter, Jones & Babson, Inc., will
cover the loss.
REDEMPTION OF SHARES
The Funds will transmit redemption proceeds to the proper party, as
instructed, as soon as practicable after a redemption request has been
received in "good order" and accepted, but in no event later than the third
business day thereafter. Transmissions are made by mail unless an expedited
method has been authorized and specified in the redemption request. The Funds
will not be responsible for the consequences of delays including delays in the
banking or Federal Reserve wire systems. In the case of redemption requests
made within 15 days of the date of purchase, the Funds may delay transmission
of proceeds until such time as it is certain that unconditional payment in
federal funds has been collected for the purchase of shares being redeemed or
15 days from the date of purchase, whichever occurs first.
With respect to UMB Scout Money Market and UMB Scout Tax-Free Money Market
Funds, shares redeemed will be entitled to receive all dividends declared
through the day preceding the date of redemption. If you redeem all of the
shares in your account, in addition to the share redemption check, a separate
check representing all dividends declared but unpaid on the shares redeemed
will be distributed on the next dividend payment date. Any amount due you in
your declared but unpaid dividend account cannot be redeemed by draft.
Due to the high cost of maintaining smaller accounts, the Directors have
authorized the Funds to close shareholder accounts where their value falls
below the current minimum initial investment requirement at the time of
initial purchase as a result of redemptions and not as the result of market
action, and remains below this level for 60 days after each such shareholder
account is mailed a notice of: (1) the Fund's intention to close the account,
(2) the minimum account size requirement, and (3) the date on which the
account will be closed if the minimum size requirement is not met. Since the
minimum investment amount and the minimum account size are the same, any
redemption from an account containing only the minimum investment amount may
result in redemption of that account.
We will not be responsible for the consequences of delays, including delays in
the banking or Federal Reserve wire systems. We cannot process transaction
requests that are not complete and in good order. We must receive an endorsed
share certificate with a signature guarantee, where a certificate has been
issued.
The right of redemption may be suspended, or the date of payment postponed
beyond the normal three-day period by the Board of Directors under the
following conditions authorized by the 1940 Act: (1) for any period (a)
during which the New York Stock Exchange is closed, other than customary
weekend and holiday closing, or (b) during which trading on the New York Stock
Exchange is restricted; (2) for any period during which an emergency exists as
a result of which (a) disposal by the Funds of securities owned by it is not
reasonably practicable, or (b) it is not reasonably practicable for the Funds
to determine the fair value of its net assets; or (3) for such other periods
as the Securities and Exchange Commission may by order permit for the
protection of the Funds' shareholders.
UMB Scout Stock Fund, UMB Scout Regional Fund, UMB Scout Bond Fund, UMB Scout
Money Market Fund, UMB Scout Tax-Free Money Market Fund, UMB Scout WorldWide
Fund, UMB Scout Balanced Fund, UMB Scout Worldwide Select Fund and UMB Scout
Stock Select Fund have elected to be governed by Rule 18f-1 under the 1940
Act, pursuant to which these Funds are obligated to redeem shares solely in
cash up to the lesser of $250,000 or 1% of a Fund's net asset value during any
90-day period for any one shareholder. Should redemptions by any shareholder
exceed such limitation, a Fund may redeem the excess in kind. If shares are
redeemed in kind, the redeeming shareholder may incur brokerage costs in
converting the assets to cash. The method of valuing securities used to make
redemptions in kind will be the same as the method of valuing portfolio
securities described under "How Share Price is Determined" in the
Prospectus, and such valuation will be made as of the same time the redemption
price is determined.
UMB Scout Capital Preservation Fund and UMB Scout Kansas Tax-Exempt Bond Fund
may satisfy redemption requests by distributing securities in kind. If shares
are redeemed in kind, the redeeming shareholder may incur brokerage costs in
converting the assets to cash. The method of valuing securities used to make
redemptions in kind will be the same as the method of valuing portfolio
securities described under "How Share Price is Determined" in the prospectus
and such valuation will be made as of the same time the redemption price is
determined.
SIGNATURE GUARANTEES
Signature guarantees normally reduce the possibility of forgery and are
required in connection with each redemption method to protect shareholders
from loss. Signature guarantees are required in connection with all
redemptions of $50,000 or more by mail, or changes in share registration,
except as hereinafter provided. These requirements may be waived by the Fund
in certain instances where it appears reasonable to do so and will not unduly
affect the interest of other shareholders. Signature(s) must be guaranteed by
an "eligible guarantor institution" as defined in Rule 17Ad-15 under the
Securities Exchange Act of 1934. Eligible guarantor institutions include:
(1) national or state banks, savings associations, savings and loan
associations, trust companies, savings banks, industrial loan companies and
credit unions; (2) national securities exchanges, registered securities
associations and clearing agencies; or (3) securities broker/dealers which are
members of a national securities exchange or clearing agency or which have a
minimum net capital of $100,000. A notarized signature will not be sufficient
for the request to be in proper form.
Signature guarantees will be waived for mail redemptions of $50,000 or less,
but they will be required if the checks are to be payable to someone other
than the registered owner(s), or are to be mailed to an address different from
the registered address of the shareholder(s).
Signature guarantees must appear together with the signature(s) of the
registered owner(s) on: (1) a separate instrument of assignment, which should
specify the total number of shares to be redeemed (this "stock power" may be
obtained from the Fund or from most banks or stock brokers); or (2) all stock
certificates tendered for redemption.
ADDITIONAL PURCHASE AND REDEMPTION POLICIES
We reserve the right to:
- - Waive or increase the minimum investment requirements with
respect to any person or class of persons, which include
shareholders of the Funds' special investment programs.
- - Cancel or change the telephone investment service, the
telephone exchange service and the automatic monthly investment
plan without prior notice to you where in the best interest of
the Funds and their investors.
- - Cancel or change the telephone redemption service at any time
without notice.
- - Begin charging a fee for the telephone investment service or
the automatic monthly investment plan and to cancel or change
these services upon 15 days written notice to you.
- - Begin charging a fee for the telephone service and to cancel or
change the service upon 60 days written notice to you.
- - Begin charging a fee for the systematic redemption plan upon 30
days written notice to you.
- - Waive signature guarantee requirements in certain instances
where it appears reasonable to do so and will not unduly affect
the interests of other shareholders. We may waive the
signature guarantee requirement if you authorize the telephone
redemption method at the same time you submit the initial
application to purchase shares.
- - Require signature guarantees if there appears to be a pattern
of redemptions designed to avoid the signature guarantee
requirement, or if we have other reason to believe that this
requirement would be in the best interests of the Funds and
their shareholders.
HOLIDAYS
The net asset value per share of each Fund's portfolio is computed once daily,
as described in the prospectus, Monday through Friday, at the specific time
during the day that the Board of Directors of each Fund sets at least
annually, except on days on which changes in the value of a Fund's portfolio
securities will not materially affect the net asset value, or days during
which no security is tendered for redemption and no order to purchase or sell
such security is received by the Fund, or the following holidays:
New Year's Day January 1
Martin Luther King, Jr. Day Third Monday in January
Presidents' Holiday Third Monday in February
Good Friday Friday before Easter
Memorial Day Last Monday in May
Independence Day July 4
Labor Day First Monday in September
Columbus Day* Second Monday in October
Veterans' Day* November 11
Thanksgiving Day Fourth Thursday in November
Christmas Day December 25
* Money Market and Tax-Free Money Market Funds only.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Distributions and Taxes
Distributions of net investment income In general, the funds receive income
in the form of dividends or interest on their investments. This income, less
expenses incurred in the operation of a fund, constitutes a fund's net
investment income from which dividends may be paid to investors. Any
distributions by a fund from such income will be taxable to investors as
ordinary income, whether the investors take them in cash or in additional
shares.
By meeting certain requirements of the Internal Revenue Code, the UMB Scout
Kansas Tax-Exempt Bond Fund and the UMB Scout Tax-Free Money Market Fund have
qualified and continue to qualify to pay exempt-interest dividends. These
dividends are derived from interest income exempt from regular federal income
tax, and are not subject to regular federal income tax when they are
distributed. In addition, to the extent that exempt-interest dividends are
derived from interest on obligations of a state or its political subdivisions,
or from interest on qualifying U.S. territorial obligations (including
qualifying obligations of Puerto Rico, the U.S. Virgin Islands or Guam), they
also will be exempt from such state's personal income taxes. A state
generally does not grant tax-free treatment to interest on state and municipal
securities of other states.
The UMB Scout Kansas Tax-Exempt Bond Fund and the UMB Scout Tax-Free Money
Market Fund may earn taxable income on any temporary investments, on the
discount from stripped obligations or their coupons, on income from securities
loans or other taxable transactions, or on ordinary income derived from the
sale of market discount bonds. Any fund distributions from such income will
be taxable as ordinary income, whether received by investors in cash or in
additional shares.
The UMB Scout Money Market Fund (Federal and Prime Portfolios) and the UMB
Scout Tax-Free Money Market Fund declare dividends for each day that their net
asset value is calculated. These dividends will equal all of the daily net
income payable to shareholders of record as of the close of business the
preceding day. The daily net income includes accrued interest and any
original issue or acquisition discount, plus or minus any gain or loss on the
sale of portfolio securities and changes in unrealized appreciation or
depreciation in portfolio securities (to the extent required to maintain a
constant net asset value per share), less the estimated expenses of the funds.
Distributions of capital gains In general, the funds may derive capital gains
and losses in connection with sales or other dispositions of their portfolio
securities. Distributions from net short-term capital gains will be taxable as
ordinary income. Distributions from net long-term capital gains will be
taxable as long-term capital gain, regardless of how long the fund shares have
been held. Any net capital gains realized by a fund generally will be
distributed once each year, and may be distributed more frequently, if
necessary, in order to reduce or eliminate excise or income taxes on the fund.
Because the UMB Scout Money Market Fund (Federal and Prime Portfolios) and the
UMB Scout Tax-Free Money Market Fund are money market funds, they do not
anticipate realizing any long-term capital gains.
Effect of foreign investments on distributions Most foreign exchange gains
realized on the sale of debt securities are treated as ordinary income by a
fund. Similarly, foreign exchange losses realized by a fund on the sale of
debt securities are generally treated as ordinary losses by the fund. These
gains when distributed will be taxable as ordinary dividends, and any losses
will reduce a fund's ordinary income otherwise available for distribution.
This treatment could increase or reduce a fund's ordinary income
distributions, and may cause some or all of a fund's previously distributed
income to be classified as a return of capital.
The funds may be subject to foreign withholding taxes on income from certain
of their foreign securities. If more than 50% of a fund's total assets at the
end of the fiscal year are invested in securities of foreign corporations, the
fund may elect to pass-through each investor's pro rata share of foreign taxes
paid by the fund. If this election is made, the year-end statement investors
receive from the fund will show more taxable income than was actually
distributed. However, investors will be entitled to either deduct their share
of such taxes in computing their taxable income or (subject to limitations)
claim a foreign tax credit for such taxes against their U.S. federal income
tax. The fund will provide investors with the information necessary to
complete their individual income tax returns if it makes this election.
Information on the tax character of distributions The funds will inform you
of the amount of your ordinary income dividends and capital gains
distributions at the time they are paid, and will advise you of their tax
status for federal income tax purposes shortly after the close of each
calendar year. If you have not held fund shares for a full year, a fund may
designate and distribute to you, as ordinary income or capital gain, a
percentage of income that is not equal to the actual amount of such income
earned during the period of your investment in the fund.
Election to be taxed as a regulated investment company Each fund has elected
to be treated as a regulated investment company under Subchapter M of the
Internal Revenue Code, has qualified as such for its most recent fiscal year,
and intends to so qualify during the current fiscal year. As regulated
investment companies, the funds generally pay no federal income tax on the
income and gains they distribute to you. The board reserves the right not to
maintain the qualification of a fund as a regulated investment company if it
determines such course of action to be beneficial to shareholders. In such
case, a fund will be subject to federal, and possibly state, corporate taxes
on its taxable income and gains, and distributions to you will be taxed as
ordinary dividend income to the extent of such fund's earnings and profits.
Excise tax distribution requirements To avoid federal excise taxes, the
Internal Revenue Code requires a fund to distribute to you by December 31 of
each year, at a minimum, the following amounts: 98% of its taxable ordinary
income earned during the calendar year; 98% of its capital gain net income
earned during the twelve month period ending October 31; and 100% of any
undistributed amounts from the prior year. Each fund intends to declare and
pay these amounts in December (or in January that are treated by you as
received in December) to avoid these excise taxes, but can give no assurances
that its distributions will be sufficient to eliminate all taxes.
Redemption of fund shares Redemptions and exchanges of fund shares are
taxable transactions for federal and state income tax purposes. If you redeem
your fund shares, or exchange your fund shares for shares of a different UMB
Scout Fund, the IRS will require that you report a gain or loss on your
redemption or exchange. If you hold your shares as a capital asset, the gain
or loss that you realize will be capital gain or loss and will be long-term or
short-term, generally depending on how long you hold your shares. Any loss
incurred on the redemption or exchange of shares held for six months or less
will be treated as a long-term capital loss to the extent of any long-term
capital gains distributed to you by the fund on those shares.
All or a portion of any loss that you realize upon the redemption of your fund
shares will be disallowed to the extent that you buy other shares in such fund
(through reinvestment of dividends or otherwise) within 30 days before or
after your share redemption. Any loss disallowed under these rules will be
added to your tax basis in the new shares you buy.
As to the UMB Scout Kansas Tax-Exempt Bond Fund and the UMB Scout Tax-Free
Money Market Fund, any loss incurred on the redemption or exchange of shares
held for six months or less will be disallowed to the extent of any exempt-
interest dividends distributed to investors with respect to his or her fund
shares and any remaining loss will be treated as a long-term capital loss to
the extent of any long-term capital gains distributed to the investor by the
fund on those shares.
As to the UMB Scout Money Market Fund (Federal and Prime Portfolios) and the
UMB Scout Tax-Free Money Market Fund, because the funds seek to maintain a
constant $1.00 per share net asset value, investors should not expect to
realize a capital gain or loss upon redemption or exchange of fund shares.
U.S. government obligations Many states grant tax-free status to dividends
paid to you from interest earned on direct obligations of the U.S. government,
subject in some states to minimum investment requirements that must be met by
a fund. Investments in Government National Mortgage Association or Federal
National Mortgage Association securities, bankers' acceptances, commercial
paper and repurchase agreements collateralized by U.S. government securities
do not generally qualify for tax-free treatment. The rules on exclusion of
this income are different for corporations.
Dividends-received deduction for corporations If you are a corporate
shareholder, you should note that dividends paid by the following funds for
the most recent fiscal year qualified for the dividends-received deduction as
set forth below:
UMB Scout Stock Fund 38.54%
UMB Scout Stock Select Fund 0.00%
UMB Scout WorldWide Fund 0.0013%
UMB Scout WorldWide Select Fund 0.00%
UMB Scout Regional Fund 47.65%
UMB Scout Capital Preservation Fund 23.74%
UMB Scout Balanced Fund 7.01%
In some circumstances, you will be allowed to deduct these qualified
dividends, thereby reducing the tax that you would otherwise be required to
pay on these dividends. The dividends-received deduction will be available
only with respect to dividends designated by such fund as eligible for such
treatment. All dividends (including the deducted portion) must be included in
your alternative minimum taxable income calculation.
Because the income of the UMB Scout WorldWide Fund and the WorldWide Select
Fund is derived primarily from investments in foreign rather than domestic U.S
securities, no portion of their distributions will generally be eligible for
the dividends-received deduction. None of the dividends paid by the funds for
the most recent calendar year qualified for such deduction, and it is
anticipated that none of the current year's dividends will so qualify.
Because the income of the UMB Scout Bond Fund, the UMB Scout Kansas Tax-Exempt
Bond Fund, the UMB Scout Money Market Fund (Federal and Prime Portfolios) and
the UMB Scout Tax-Free Money Market Fund consists of interest rather than
dividends, no portion of their distributions will generally be eligible for
the dividends-received deduction. None of the dividends paid by the funds for
the most recent calendar year qualified for such deduction, and it is
anticipated that none of the current year's dividends will so qualify.
Investment in complex securities The funds may invest in complex securities.
These investments may be subject to numerous special and complex tax rules.
These rules could affect whether gains and losses recognized by a fund are
treated as ordinary income or capital gain, accelerate the recognition of
income to a fund and/or defer a fund's ability to recognize losses, and, in
limited cases, subject a fund to U.S. federal income tax on income from
certain of its foreign securities. In turn, these rules may affect the
amount, timing or character of the income distributed to you by a fund.
MANAGEMENT AND INVESTMENT COUNSEL
Pursuant to Management Agreements, each Fund employs at its own expense UMB
Bank, n.a. as its manager and investment counsel. As investment counsel and
manager, UMB Bank, n.a. provides professional portfolio managers who make all
decisions concerning the investment and reinvestment of the assets of the
Funds in accordance with the Funds' stated investment objective and policies.
As investment counsel, UMB Bank, n.a. either provides or pays the cost of all
management, supervisory and administrative services required in the normal
operations of the Funds.
The annual fee charged by UMB Bank, n.a. covers all normal operating costs of
the Funds. The annual fee is equal to the following percentage of each Fund's
average net assets:
Average Net Assets
UMB Scout Stock Fund .85%
UMB Scout Regional Fund .85%
UMB Scout Worldwide Fund .85%
UMB Scout Capital Preservation Fund .85%
UMB Scout Balanced Fund .85%
UMB Scout Bond Fund .85%
UMB Scout Kansas Tax-Exempt Bond Fund .50%
UMB Scout Money Market Fund .50%
UMB Scout Tax-Free Money Market Fund .50%
UMB Scout Stock Select Fund .85%
UMB Scout Worldwide Select Fund .85%
The aggregate management fees paid to UMB Bank, n.a. by the Funds during the
three most recent fiscal years ended June 30 were:
<TABLE>
<CAPTION>
1999 1998 1997
</CAPTION>
<S> <C> <C> <C>
UMB Scout Stock Fund $1,553,871 $1,677,799 $1,317,938
UMB Scout Regional Fund $374,733 $426,268 $388,605
UMB Scout Worldwide Fund $991,992 $520,094 $336,708
UMB Scout Capital Preservation Fund $6,331 $1,011 --
UMB Scout Balanced Fund $56,502 $74,597 $57,679
UMB Scout Bond Fund $660,955 $675,457 $697,849
UMB Scout Kansas Tax-Exempt Bond Fund $37,146 $7,129 --
UMB Scout Money Market Fund $4,907,229 $4,239,563 $3,326,933
UMB Scout Tax-Free Money Market Fund $783,821 $833,818 $643,126
UMB Scout Stock Select Fund (5/17/99) $981 -- --
UMB Scout Worldwide Select Fund (5/17/99) $1,504 -- --
OFFICERS AND DIRECTORS
The officers of the Funds manage their day-to-day operations. The Fund's
officers, as well as the Fund's investment counsel and manager are subject to
the direct supervision and control of the Board of Directors. Under Maryland
corporate law, all of the Directors owe a fiduciary duty to the shareholders
of the Fund.
The following is a list of the senior officers and directors of the Fund and
their ages and business experience for the past five years. Unless noted
otherwise, the address of each officer and director is BMA Tower, 700 Karnes
Blvd., Kansas City, Missouri 64108-3306. An asterisk (*) by a director's name
denotes a director who is an interested person as that term is defined in the
1940 Act.
*Larry D. Armel (58), President and Director. President and Director, Jones &
Babson, Inc. and each of the Babson Funds, UMB Scout Funds, Buffalo Funds and
the Investors Mark Series Fund, Inc.; President and Trustee, D.L. Babson Bond
Trust; Director, AFBA Five Star Fund, Inc.
William E. Hoffman, D.D.S. (61), Director. Director of each of the investment
companies within the UMB Scout Funds group; Orthodontist, 3700 West 83rd
Street, Suite 206, Prairie Village, Kansas 66208.
Eric T. Jager (56), Director. Director of each of the investment companies
within the UMB Scout Funds group; President, Windcrest Investment Management,
Inc.; Director, Bartlett Futures, Inc., Nygaard Corporation, 4800 Main Street,
Suite 600, Kansas City, Missouri 64112.
Stephen F. Rose (51), Director. Director of each of the investment companies
within the UMB Scout Funds group; President, Sun Publications, Inc., 7373 W.
107th Street, Overland Park, Kansas 66212.
Stuart Wien (76), Director. Director of each of the investment companies
within the UMB Scout Funds group; Retired, 4589 West 124th Place, Leawood,
Kansas 66209, formerly Chairman of the Board, Milgram Food Stores, Inc.
P. Bradley Adams (39), Vice President and Treasurer. Vice President and
Treasurer, Jones & Babson, Inc. and each of the Babson Funds, UMB Scout Funds
and Buffalo Funds; Vice President and Chief Financial Officer, AFBA Five Star
Fund, Inc.; Principal Financial Officer, Investors Mark Series Fund, Inc.
W. Guy Cooke (38), Vice President. Chief Compliance Officer, Jones & Babson,
Inc.; Vice President and Chief Compliance Officer of each of the Babson Funds,
UMB Scout Funds, Buffalo Funds and AFBA Five Star Fund, Inc. Cooke joined
Jones & Babson in March 1998 and previously was Director of Compliance at
American Century Companies.
Martin A. Cramer (49), Vice President and Secretary. Vice President and
Secretary, Jones & Babson, Inc. and each of the Babson Funds, UMB Scout Funds
and Buffalo Funds; Secretary and Assistant Vice President, AFBA Five Star
Fund, Inc.; Secretary, Investors Mark Series Fund, Inc.
Rhonda L. Grimes (39), Vice President. Control and Technology Integration,
Vice President and Director, Jones & Babson, Inc. Vice President of each of
the Babson Funds, UMB Scout Funds, Buffalo Funds and AFBA Five Star Fund, Inc.
She joined Jones & Babson in December 1998 and previously was Client Services
Manager at DST Systems.
Constance E. Martin (38), Vice President. Shareholder Operations Vice
President and Director, Jones & Babson, Inc.; Vice President of each of the
Babson Funds, UMB Scout Funds, Buffalo Funds and AFBA Five Star Fund, Inc.
Compensation of Officers, Directors and Trustees. None of the officers or
directors will be compensated by the Funds for their normal duties and
services. Their compensation and expenses arising out of normal operations
will be paid by UMB Bank, n.a. under the provisions of the Management
Agreement. As an "interested" Director, Mr. Armel receives no compensation
for his service as a Director.
Messrs. Hoffman, Jager, Rose and Wien have no financial interest in, nor are
they affiliated with, either UMB Bank, n.a. or Jones & Babson, Inc. The Audit
Committee of the Board of Directors for all of the UMB Scout Funds is composed
of Messrs. Hoffman, Jager, Rose and Wien.
The officers and directors of the Company as a group own less than 1% of the
Funds.
</TABLE>
<TABLE>
<CAPTION>
Compensation Table
Name of Director Aggregate Pension or Estimated Annual Total Compensation
Compensation From Retirement Benefits Benefits Upon From All UMB
Each Fund Accrued As Part of Retirement Scout Funds Paid to
Fund Expenses Directors**
- ----------------------------------------------------------------------------------------------------------------------
</CAPTION>
<S> <C> <C> <C> <C>
Larry D. Armel* -- -- -- --
William E. Hoffman $6,375 -- -- $6,375
Eric T. Jager $7,500 -- -- $7,500
Stephen F. Rose $7,500 -- -- $7,500
Stuart Wien $7,500 -- -- $7,500
</TABLE>
* As an "interested director," Mr. Armel received no compensation for
his services as a director.
** The amounts reported in this column reflect the total compensation paid
to each director for his services as a director of each of the UMB Scout
Funds during the fiscal year ended June 30, 1999. Directors' fees are
paid by the Funds' manager and not by the Funds themselves.
UNDERWRITER AND DISTRIBUTOR
Jones and Babson, Inc., BMA Tower, 700 Karnes Boulevard, Kansas City, Missouri
64108-3306, serves as the principal underwriter and distributor of the Funds'
shares. The shares are continuously offered by Jones & Babson, who has
agreed, as agent of the Funds, to use its best efforts to distribute shares of
the Funds. Jones and Babson pays all sales and distribution expenses, other
than registration fees and other governmental charges.
Jones and Babson does not receive compensation or reimbursement for its
distribution and underwriting activities from the Funds. Instead, it is
compensated by UMB Bank, n.a. for other services provided to the company and
Fund. As indicated in the "Directors and Officers" section of this
Statement of Additional Information, the following officers of Jones and
Babson are directors or officers of the Company: Larry D. Armel, P. Bradley
Adams, Martin A. Cramer and Constance E. Martin.
TRANSFER AGENT
As manager, UMB Bank, n.a. employs Jones and Babson, Inc. at its own expense
to provide services to the funds, including the maintenance of a shareholder
accounting and transfer agency system, and such other items as are incidental
to corporate administration. Jones and Babson, Inc. is located at BMA Tower,
700 Karnes Boulevard, Kansas City, Missouri 64108-3306.
CUSTODIAN
The Fund's assets are held for safekeeping by an independent custodian, UMB
Bank, n.a. This means the bank, rather than the Funds, has possession of the
Funds' cash and securities. As directed by the Funds' officers and portfolio
managers, the bank delivers cash to those who have sold securities to the
Funds in return for such securities, and to those who have purchased portfolio
securities from the Funds, it delivers such securities in return for their
cash purchase price. It also collects income directly from issuers of
securities owned by the Funds and holds this for payment to shareholders after
deduction of the Funds' expenses. UMB Bank, n.a. also serves as investment
adviser and manager, and receives compensation for all of its services through
receipt of management fees. UMB Bank, n.a. is located at 1010 Grand
Boulevard, Kansas City, Missouri, 64141.
INDEPENDENT AUDITORS
The Funds' financial statements are audited annually by independent auditors
approved by the directors each year, and in years in which an annual meeting
is held the directors may submit their selection of independent auditors to
the shareholders for ratification. Baird, Kurtz & Dobson, City Center Square,
Suite 2700, 1100 Main Street, Kansas City, Missouri 64105, is the Funds'
present independent auditor.
GENERAL INFORMATION AND HISTORY
UMB Scout Stock Fund, Inc. which consists of two separate series -- the UMB
Scout Stock Fund series and the UMB Scout Stock Select Fund series -- was
incorporated in Maryland on July 29, 1982 and has a present authorized
capitalization of 30,000,000 shares of common stock, par value $1.00 per
share. The UMB Scout Bond Fund, Inc. was incorporated in Maryland on July 29,
1982, and has a present authorized capitalization of 20,000,000 shares of $1
par value common stock. UMB Scout Regional Fund, Inc., which was incorporated
in Maryland on July 11, 1986 as UMB Qualified Dividend Fund, Inc. and changed
its name to UMB Heartland Fund, Inc. on July 30, 1991; UMB Scout Balanced
Fund, Inc., which was incorporated in Maryland on July 13, 1995; and UMB Scout
Capital Preservation Fund, Inc. and UMB Scout Kansas Tax-Exempt Bond Fund,
Inc., both of which were incorporated in Maryland on October 16, 1997, each
have a present authorized capitalization of 10,000,000 shares of $1 par value
common stock. UMB Scout Tax-Free Money Market Fund, Inc., which was
incorporated in Maryland on July 29, 1982, has a present authorized
capitalization of 1,000,000,000 shares of $.01 par value common stock. UMB
Scout WorldWide Fund, Inc., which consists of two separate series - the UMB
Scout Worldwide Fund series and the UMB Scout Worldwide Select Fund series --
was incorporated in the State of Maryland on January 7, 1993 and has a present
authorized capitalization of 20,000,000 shares of common stock, par value
$1.00 per share.
All of the above Funds issue a single class of shares which all have like
rights and privileges. Each full and fractional share, when issued and
outstanding, has: (1) equal voting rights with respect to matters which
affect the Fund, and (2) equal dividend, distribution and redemption rights to
the assets of the Fund. Shares when issued are fully paid and non-assessable.
The Funds will not issue any senior securities. Shareholders do not have pre-
emptive or conversion rights. The Funds may issue additional series of stock
with the approval of the Fund's Board of Directors.
UMB Scout Money Market Fund, Inc., which was incorporated in Maryland on June
23, 1982, has a present authorized capitalization of 1,500,000,000 shares of
$.01 par value common stock. One-half of the shares are presently reserved
for issuance to shareholders invested in the Federal Portfolio and one-half is
reserved for the Prime Portfolio shareholders. Each full and fractional
share, when issued and outstanding; has: (1) equal voting rights with respect
to matters which affect the Fund in general and with respect to matters
relating solely to the interests of the Portfolio for which issued, and (2)
equal dividend, distribution and redemption rights to the assets of the
Portfolio for which issued and to general assets, if any, of the Fund which
are not specifically allocated to a particular Portfolio. Shares when issued
are fully paid and non-assessable. Except for the priority of each share in
the assets of its Portfolio, the Fund will not issue any class of securities
senior to any other class. Shareholders do not have pre-emptive or conversion
rights. The Fund may issue additional series of stock with the approval of
the Fund's Board of Directors.
The Maryland General Corporation Law permits registered investment companies,
such as the Funds, to operate without an annual meeting of shareholders under
specified circumstances if an annual meeting is not required by the 1940 Act.
As a result the Funds do not intend to hold annual meetings. The Funds have
adopted the appropriate provisions in their By-Laws and will not hold annual
meetings of shareholders for the following purposes unless required to do so:
(1) election of directors; (2) approval of any investment advisory agreement;
(3) ratification of the selection of independent public accountants; and (4)
approval of a distribution plan. Under Maryland law, a special meeting of
stockholders of the Funds must be held if the Fund receives the written
request for a meeting from the stockholders entitled to cast at least 25% of
all the votes entitled to be cast at the meeting.
Non-Cumulative Voting. All of the Funds' shares have non-cumulative voting
rights, which means that the holders of more than 50% of the shares voting for
the election of directors can elect 100% of the directors, if they choose to
do so, and in such event, the holders of the remaining less than 50% of the
shares voting will not be able to elect any directors.
Federal Banking Laws. The Glass-Steagall Act is a federal law that prohibits
national banks from sponsoring, distributing or controlling a registered open-
end investment company. It is possible that certain activities of UMB Bank,
n.a. relating to the Funds may be claimed to be comparable to the matters
covered by such provisions. It is not expected that any conclusions regarding
such activities of UMB Bank, n.a. would have any material effect on the assets
of the Funds or their shareholders, because the Fund's distribution is under
the control of Jones & Babson, Inc., the Funds' distributor, which is not
subject to the Glass-Steagall Act. Although it is not anticipated that
decisions under the Glass-Steagall Act adverse to UMB Bank, n.a. would have
any material effect on the conduct of the Funds' operations, if any
unanticipated changes affecting the Funds' operations were deemed appropriate,
the Board of Directors would promptly consider suitable adjustments.
Each of the Funds has agreed that it may use the words "UMB" and "Scout"
in its name, and may use the Scout design, so long as UMB Bank, n.a. is
continued as its manager.
FIXED INCOME SECURITIES DESCRIBED AND RATINGS
In evaluating investment suitability, each investor must relate the
characteristics of a particular investment under consideration to personal
financial circumstances and goals.
Money market instruments are generally described as short-term debt
obligations issued by governments, corporations and financial institutions.
Usually maturities are one year or less. The yield from this type of
instrument is very sensitive to short-term lending conditions. Thus, the
income of money market funds will follow closely the trend of short-term
interest rates, rising when those rates increase and declining when they fall.
Because of the short maturities, fluctuation in the principal value of money
market-type securities resulting from changes in short-term interest rates
normally will not be sufficient to change the net asset value (price) per
share. Although the Fund's shareholders can anticipate that this principal
value stability will be reflected in the price of the Fund's shares, it cannot
be guaranteed.
A money market security does not have the characteristics usually associated
with a long-term investment. Long-term investors who commit their assets to a
money market security must understand that short-term interest rates have a
history of sharp and frequent peaks and valleys. Thus, there may be occasions
when the rates are sufficiently low as to be unattractive when compared to the
return on other types of investments. The investor who commits long-term
funds to a short-term investment is exposed to the risks associated with
buying and selling securities in anticipation of unpredictable future market
events.
Money market funds are neither insured nor guaranteed by the U.S. Government,
and there can be no assurance that they will be able to maintain a stable net
asset value of $ 1.00 per share.
Description of Fixed Income Ratings
Standard & Poor's Corporation (S&P):
AAA - Highest Grade. These securities possess the ultimate degree of
protection as to principal and interest. Marketwise, they move with
interest rates, and hence provide the maximum safety on all counts.
AA - High Grade. Generally, these bonds differ from AAA issues only in
a small degree. Here too, prices move with the long-term money market.
A - Upper-medium Grade. They have considerable investment strength, but
are not entirely free from adverse effects of changes in economic and
trade conditions. Interest and principal are regarded as safe. They
predominantly reflect money rates in their market behavior but, to some
extent, also economic conditions.
BBB - Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit protection
parameters, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity to pay principal and interest
for bonds in this category than for bonds in the A category.
BB, B, CCC, CC - Bonds rated BB, B, CCC and CC are regarded, on balance,
as predominantly speculative with respect to the issuer's capacity to
pay interest and repay principal in accordance with the terms of the
obligations. BB indicates the lowest degree of speculation and CC the
highest degree of speculation. While such bonds will likely have some
quality and protective characteristics, these are outweighed by large
uncertainties or major risk exposures to adverse conditions.
Moody's Investors Service, Inc. (Moody's):
Aaa - Best Quality. These securities carry the smallest degree of
investment risk and are generally referred to as "gilt-edge."
Interest payments are protected by a large, or by an exceptionally
stable margin, and principal is secure. While the various protective
elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such
issues.
A2 - High Quality by All Standards. They are rated lower than the best
bonds because margins of protection may not be as large as in Aaa
securities, fluctuation of protective elements may be of greater
amplitude, or there may be other elements present which make the long-
term risks appear somewhat greater.
A - Upper-medium Grade. Factors giving security to principal and
interest are considered adequate, but elements may be present which
suggest a susceptibility to impairment sometime in the future.
Baa - Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present
but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such bonds
lack outstanding investment characteristics and in fact have speculative
characteristics as well.
Ba - Bonds which are rated Ba are judged to have predominantly
speculative elements; their future cannot be considered as well assured.
Often the protection of interest and principal payments may be very
moderate and thereby not well safeguarded during both good and bad times
over the future. Uncertainty of position characterizes bonds in this
class.
B - Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or
maintenance of other terms of the contract over any long period of time
may be small.
Caa - Bonds which are rated Caa are of poor standing. Such issues may
be in default or there may be present elements of danger with respect to
principal or interest.
Ca - Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have
other marked shortcomings.
Note: Moody's applies numerical modifiers 1, 2 and 3 in each generic
rating classification from Aa to B. The modifier I indicates that
the issue ranks in the higher end of its generic rating category;
the modifier 2 indicates a mid-range rating; and the modifier 3
indicates that the issue ranks in the lower end of its generic
category.
Fitch Investors Service:
Debt instruments rated "AAA," "AA," "A," "BBB" are considered to be
investment grade.
AAA Highest credit quality. The obligor has an exceptionally strong
ability to pay interest and repay principal, which is unlikely to be
affected by reasonably foreseeable events.
AA+, AA or AA- Investment grade and of very high credit quality. The
obligor's ability to pay interest and repay principal is very strong,
although not quite as strong as bonds rated "AAA".
A+, A or A- Investment grade and of high credit quality. The obligor's
ability to pay interest and repay principal is considered to be strong,
but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.
BBB+, BBB or BBB- Investment grade and of satisfactory credit quality.
The obligor's ability to pay interest and repay principal is considered
to be adequate. Adverse changes in economic conditions and
circumstances, however, are more likely to have adverse impact on these
bonds, and therefore impair timely payment. The likelihood that the
ratings of these bonds will fall below investment grade is higher than
for bonds with higher ratings.
BB+, BB or BB- Bonds are considered speculative. The obligor's ability
to pay interest and repay principal may be affected over time by adverse
economic changes. However business and financial alternatives can be
identified which could assist the obligor in satisfying its debt service
requirements.
B+, B or B- Bonds are considered highly speculative. While bonds in
this class are currently meeting debt service requirements, the
probability of continued timely payment of principal and interest
reflects the obligor's limited margin of safety and the need for
reasonable business and economic activity throughout the life of the
issue.
CCC+, CCC or CCC- Bonds have certain identifiable characteristics which
if not remedied may lead to default. The ability to meet obligations
requires an advantageous business and economic environment.
CC Bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time. C Bonds are in imminent default of
payment of interest or principal.
DDD, DD or D Bonds are in default of interest and/or principal payments.
Such bonds are extremely speculative and should be valued on the basis
of their ultimate recovery value in liquidation or reorganization of the
obligor. "DDD" represents the highest potential for recovery on these
bonds. "D" represents the lowest potential for recovery.
NR Indicated that Fitch does not rate the specific issue.
Description of Taxable Commercial Paper Ratings
Moody's - Moody's commercial paper rating is an opinion of the ability of an
issuer to repay punctually promissory obligations not having an original
maturity in excess of nine months. Moody's has one rating - prime. Every
such prime rating means Moody's believes that the commercial paper note will
be redeemed as agreed. Within this single rating category are the following
classifications:
Prime - 1 Highest Quality
Prime - 2 Higher Quality
Prime - 3 High Quality
The criteria used by Moody's for rating a commercial paper issuer under this
graded system include, but are not limited to the following factors:
(1) evaluation of the management of the issuer;
(2) economic evaluation of the issuer's industry or industries and an
appraisal of speculative type risks which may be inherent in certain
areas;
(3) evaluation of the issuer's products in relation to competition and
customer acceptance;
(4) liquidity;
(5) amount and quality of long-term debt;
(6) trend of earnings over a period of ten years;
(7) financial strength of a parent company and relationships which exist
with the issuer; and
(8) recognition by the management of obligations which may be present or may
arise as a result of public interest questions and preparations to meet
such obligations.
S&P - Standard & Poor's commercial paper rating is a current assessment of the
likelihood of timely repayment of debt having an original maturity of no more
than 270 days. Ratings are graded into four categories, ranging from "A"
for the highest quality obligations to "D" for the lowest. The four
categories are as follows:
"A" - Issues assigned this highest rating are regarded as having the
greatest capacity for timely payment. Issues in this category
are further refined with the designations 1, 2, and 3 to
indicate the relative degree of safety.
"A-1" - This designation indicates that the degree of safety
regarding timely payment is very strong.
"A-2" - Capacity for timely payment on issues with this designation
is strong. However, the relative degree of safety is not as
overwhelming.
"A-3" - Issues carrying this designation have a satisfactory
capacity for timely payment. They are, however, somewhat more
vulnerable to the adverse effects of changes in circumstances
than obligations carrying the higher designations.
"B" - Issues rated `B" are regarded as having only an adequate
capacity for timely payment. Furthermore, such capacity may be
damaged by changing conditions or short-term adversities.
"C" - This rating is assigned to short-term debt obligations with a
doubtful capacity for payment.
"D" - This rating indicates that the issuer is either in default or is
expected to be in default upon maturity.
Fitch:
F1+ Exceptionally Strong Credit Quality. Issues assigned this
rating are regarded as having the strongest degree of assurance
for payment.
Fl Very Strong Credit Quality. Issues assigned this rating reflect
an assurance of timely payment only slightly less in degree than
"F1+."
F2 Good Credit Quality. Issues assigned this rating have a
satisfactory degree of assurance for timely payment, but the
margin of safety is not as great as for issues assigned "F I
+" and "F I".
F3 Fair Credit Quality. Issues assigned this rating have
characteristics suggesting that the degree of assurance of
timely payment is adequate; however, near-term adverse changes
could cause these securities to be rated below investment grade.
FS Weak Credit Quality. Issues assigned this rating have
characteristics suggesting a minimal degree of assurance of
timely payment and are vulnerable to near-term adverse changes
in financial and economic conditions.
D Default. Issues assigned this rating have characteristics
suggesting a minimal degree of assurance of timely payment and
are vulnerable to near-term adverse changes in financial and
economic conditions.
LOC The symbol LOC indicated that the rating is based upon a letter
of credit default issued by a commercial bank.
MUNICIPAL SECURITIES DESCRIBED AND RATINGS
Municipal securities include bonds and other debt obligations issued by or on
behalf of states, territories and possessions of the United States of America
and the District of Columbia including their political subdivisions or their
duly constituted authorities, agencies and instrumentalities, the interest on
which is exempt from federal income tax.
Municipal securities are issued to obtain funds for various public purposes,
including the construction of a wide range of public facilities, such as
airports, bridges, highways, housing, hospitals, mass transportation, schools,
streets, waterworks and sewer systems. Municipal securities also may be
issued in connection with the refunding of outstanding obligations and
obtaining funds to lend to other public institutions and facilities or for
general operating expenses.
The two principal classifications of municipal bonds are "general
obligation" and "revenue." General obligation bonds are secured by the
issuer's pledge of its full faith, credit and taxing power for the payment of
principal and interest. Revenue bonds are payable only from the revenues
derived from a particular facility or class of facilities, or in some cases,
from the proceeds of a special excise tax or other specific revenue source.
UMB Scout Tax-Free Money Market Fund may invest in industrial development
bonds, the interest from which is exempt from federal income tax. Under
certain circumstances, "substantial users" of the facilities financed `with
such obligations, or persons related to "substantial users," may be required
to pay federal income tax on this otherwise exempted interest. Such persons
should consult the Internal Revenue Code and their financial adviser to
determine whether or not this Fund is an appropriate investment for them.
There are a variety of hybrid and special types of municipal obligations, as
well as numerous differences in the security of municipal bonds, both within
and between the two principal classifications of general obligation and
revenue.
Municipal notes include tax, revenue and bond anticipation notes of short
maturity, generally less than three years, which are issued to obtain
temporary funds for various public purposes. Also included in this category
are Construction Loan Notes, Short-Term Discount Notes and Project Notes
issued by a state or local housing agency but secured by the full faith and
credit of the United States.
Yields on municipal securities depend on a variety of factors, such as the
size of a particular offering, the maturity and the rating of the obligation,
economic and monetary conditions, and conditions of the municipal securities
market, including the volume of municipal securities available. Market values
of municipal securities will vary according to the relation of their yields
available. Consequently, the net asset value of UMB Scout Tax-Free Money
Market Fund and its shares can be expected to change as the level of interest
rates fluctuates.
Municipal obligations, like all other debt obligations, carry the risk of
default. Through careful selection and supervision, and concentration in the
higher-quality investment grade issues, management intends to reduce this
risk.
Prices of outstanding municipal securities will fluctuate with changes in the
interest rates on new issues. Thus, the price of UMB Scout Tax-Free Money
Market Fund's shares will tend to increase as the rates on new issues decline,
and decrease whenever the current rate is rising. Management will seek to
minimize such share price fluctuation to the extent this can be achieved
without detracting from UMB Scout Tax-Free Money Market Fund's primary
objective of the highest quality and maturity characteristics of the
portfolio.
Municipal securities are not traded as actively as other securities. Even
though municipal securities will be redeemed at face value upon maturity, from
time to time, when there has been no active trading in a particular portfolio
holding, its interim pricing for the purpose of the daily valuation of UMB
Scout Tax-Free Money Market Fund's shares may have to be based on other
sources of information and methods deemed fair and reasonable by the Board of
Directors. One principal method which is commonly used by funds and other
investors who own municipal securities is called matrix pricing.
From time to time, proposals have been introduced in Congress to restrict or
eliminate the federal income tax exemption for interest on municipal
securities. Similar proposals may be introduced in the future. If such
proposals were enacted, the availability of municipal securities for
investment by UMB Scout Tax-Free Money Market Fund would be adversely
affected. In such event, the Fund would re-evaluate its investment objective
and policies and submit possible changes in the structure of the Fund for the
consideration of the shareholders.
Income from the UMB Scout Tax-Free Money Market Fund may be subject to the
federal Alternative Minimum Tax.
Ratings of Municipal Securities
The ratings of bonds by Moody's and Standard and Poor's Corporation represent
their opinions of quality of the municipal bonds they undertake to rate.
These ratings are general and are not absolute standards. Consequently,
municipal bonds with the same maturity, coupon and rating may have different
yields, while municipal bonds of the same maturity and coupon with different
ratings may have the same yield.
Both Moody's and S&P's Municipal Bond Ratings cover obligations of states and
political subdivisions. Ratings are assigned to general obligation and
revenue bonds. General obligation bonds are usually secured by all resources
available to the municipality and the factors outlined in the rating
definitions below are weighted in determining the rating. Because revenue
bonds in general are payable from specifically pledged revenues, the essential
element in the security for a revenue bond is the quantity and quality of the
pledged revenues available to pay debt service.
Although an appraisal of most of the same factors that bear on the quality of
general obligation bond credit is usually appropriate in the rating analysis
of a revenue bond, other factors are important, including particularly the
competitive position of the municipal enterprise under review and the basic
security covenants. Although a rating reflects S&P's judgment as to the
issuer's capacity for the timely payment of debt service, in certain instances
it may also reflect a mechanism or procedure for an assured and prompt cure of
a default, should one occur, i.e., an insurance program, federal or state
guaranty, or the automatic withholding and use of state aid to pay the
defaulted debt service.
S&P Ratings:
AAA Prime - These are obligations of the highest quality. They have the
strongest capacity for timely payment of debt service.
General Obligation Bonds - In a period of economic stress, the issuers
will suffer the smallest declines in income and will be least
susceptible to autonomous decline. Debt burden is moderate. A strong
revenue structure appears more than adequate to meet future expenditure
requirements. Quality of management appears superior.
Revenue Bonds - Debt service coverage has been, and is expected to
remain, substantial. Stability of the pledged revenues is also
exceptionally strong, due to the competitive position of the municipal
enterprise or to the nature of the revenues. Basic security provisions
(including rate covenant, earnings test for issuance of additional
bonds, debt service, reserve requirements) are rigorous. There is
evidence of superior management.
AA - High Grade - The investment characteristics of general obligation and
revenue bonds in this group are only slightly less marked than those of the
prime quality issues. Bonds rated "AA" have the second strongest capacity
for payment of debt service.
A - Good Grade - Principal and interest payments on bonds in this category are
regarded as safe. This rating describes the third strongest capacity for
payment of debt service. It differs from the two higher ratings because:
General Obligation Bonds - There is some weakness, either in the local
economic base, in debt burden, in the balance between revenues and
expenditures, or in quality of management. Under certain adverse
circumstances, any one such weakness might impair the ability of the
issuer to meet debt obligations at some future date.
Revenue Bonds - Debt service coverage is good, but not exceptional.
Stability of the pledged revenues could show some variations because of
increased competition or economic influences on revenues. Basic
security provisions, while satisfactory, are less stringent. Management
performance appears adequate.
Moody's Ratings of Municipal Bonds:
Aaa - Bonds which are rated Aaa are judged to be of the best quality.
These securities carry the smallest degree of investment risk and are
generally referred to as "gilt-edge." Interest payments are protected
by a large, or by an exceptionally stable margin, and principal is
secure. While the various protective elements are likely to change,
such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.
Aa - Bonds which are rated Aa are judged to be of high quality by all
standards. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities, fluctuation of
protective elements may be of greater amplitude, or there may be other
elements present which make the long-term risks appear somewhat greater.
A - Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors
giving security to principal and interest are considered adequate, but
elements may be present which suggest a susceptibility to impairment
sometime in the future.
Moody's Ratings of Municipal Notes:
MIG 1: The best quality, enjoying strong protection from established
cash flows of funds for their servicing or from established and broad
based access to the market for refinancing, or both.
MIG 2: High quality, with margins of protection ample, although not so
large as in the preceding group.
MIG 3: Favorable quality, with all security elements accounted for, but
lacking the undeniable strength of the preceding grades. Market access
for refinancing, in particular, is likely to be less well established.
FINANCIAL STATEMENTS
The audited financial statements of the Funds which are contained in the June
30, 1999 Annual Reports to Shareholders are incorporated herein by reference.
<PAGE>
UMB SCOUT FUNDS GROUP
PART C
OTHER INFORMATION
ITEM 23. EXHIBITS:
(a) Articles of Incorporation
(1) UMB Scout Stock Fund, Inc.
(A) Articles of Incorporation of the Registrant as
filed in Maryland on July 29, 1982 previously
filed with PEA #31 to Registration Statement on
Form N1-A on 3/2/99 and incorporated herein by
reference.
(B) Articles of Revival of the Registrant as filed in
Maryland on January 12, 1987 previously filed
with PEA #31 to Registration Statement on Form N1-
A on 3/2/99 and incorporated herein by reference.
(C) Articles of Amendment of the Registrant filed in
Maryland on April 27, 1995 previously filed with
PEA #31 to Registration Statement on Form N1-A on
3/2/99 and incorporated herein by reference.
(D) Articles Supplementary of the Registrant filed in
Maryland on February 9, 1996 previously filed
with PEA #31 to Registration Statement on Form N1-
A on 3/2/99 and incorporated herein by reference.
(E) Articles of Amendment of the Registrant filed in
Maryland on October 19, 1998 and effective on
October 31, 1998 previously filed with PEA #31 to
Registration Statement on Form N1-A on 3/2/99 and
incorporated herein by reference.
(F) Articles Supplementary of the Registrant filed in
Maryland on April 16, 1999 are filed herewith as
Exhibit No. EX99.23(a)(1)(F).
(2) UMB Scout WorldWide Fund, Inc.
(A) Articles of Incorporation of the Registrant as
filed in Maryland on January 7, 1993 previously
filed with PEA #14 to Registration Statement on
Form N1-A on 3/2/99 and incorporated herein by
reference.
(B) Articles of Amendment of the Registrant filed in
Maryland on April 27, 1995 previously filed with
PEA #14 to Registration Statement on Form N1-A on
3/2/99 and incorporated herein by reference.
(C) Articles of Amendment of the Registrant filed in
Maryland on October 19, 1998 and effective on
October 31, 1998 previously filed with PEA #14 to
Registration Statement on Form N1-A on 3/2/99 and
incorporated herein by reference.
(D) Articles Supplementary of the Registrant filed in
Maryland on April 16, 1999 are filed herewith as
Exhibit No. EX99.23(a)(2)(D).
(3) UMB Scout Money Market Fund, Inc.
(A) Articles of Incorporation of the Registrant as
filed in Maryland on June 23, 1982 are filed
herewith as Exhibit No. EX99.23(a)(3)(A).
(B) Articles Supplementary of the Registrant as filed
in Maryland on July 23, 1982 are filed herewith
as Exhibit No. EX99.23(a)(3)(B).
(C) Articles of Revival of the Registrant as filed in
Maryland on January 12, 1987 are filed herewith
as Exhibit No. EX99.23(a)(3)(C).
(D) Articles Supplementary of the Registrant filed in
Maryland on February 11, 1991 are filed herewith
as Exhibit No. EX99.23(a)(3)(D).
(E) Articles of Amendment of the Registrant filed in
Maryland on April 27, 1995 are filed herewith as
Exhibit No. EX99.23(a)(3)(E).
(F) Articles of Amendment of the Registrant filed in
Maryland on October 19, 1998 and effective on
October 31, 1998 are filed herewith as Exhibit
No. EX99.23(a)(3)(F).
(4) UMB Scout Tax-Free Money Market Fund, Inc.
(A) Articles of Incorporation of the Registrant as
filed in Maryland on July 29, 1982 are filed
herewith as Exhibit No. EX99.23(a)(4)(A).
(B) Articles of Revival of the Registrant as filed in
Maryland on January 12, 1987 are filed herewith
as Exhibit No. EX99.23(a)(4)(B).
(C) Articles of Amendment of the Registrant filed in
Maryland on April 27, 1995 are filed herewith as
Exhibit No. EX99.23(a)(4)(C).
(D) Articles of Amendment of the Registrant filed in
Maryland on October 19, 1998 and effective on
October 31, 1998 are filed herewith as Exhibit
No. EX99.23(a)(4)(D).
(5) UMB Scout Balanced Fund, Inc.
(A) Articles of Incorporation of the Registrant as
filed in Maryland on July 13, 1995 are filed
herewith as Exhibit No. EX99.23(a)(5)(A).
(B) Articles of Amendment of the Registrant filed in
Maryland on October 19, 1998 and effective on
October 31, 1998 are filed herewith as Exhibit
No. EX99.23(a)(5)(B).
(6) UMB Scout Regional Fund, Inc.
(A) Articles of Incorporation of the Registrant as
filed in Maryland on July 8, 1986 are filed
herewith as Exhibit No. EX99.23(a)(6)(A).
(B) Articles of Amendment of the Registrant filed in
Maryland on July 30, 1991 are filed herewith as
Exhibit No. EX99.23(a)(6)(B).
(C) Articles of Amendment of the Registrant filed in
Maryland on April 27, 1995 are filed herewith as
Exhibit No. EX99.23(a)(6)(C).
(D) Articles of Amendment of the Registrant filed in
Maryland on October 19, 1998 and effective on
October 31, 1998 are filed herewith as Exhibit
No. EX99.23(a)(6)(D).
(7) UMB Scout Bond Fund, Inc.
(A) Articles of Incorporation of the Registrant as
filed in Maryland on July 29, 1982 are filed
herewith as Exhibit No. EX99.23(a)(7)(A).
(B) Articles of Revival of the Registrant filed in
Maryland on January 12, 1987 are filed herewith
as Exhibit No. EX99.23(a)(7)(B).
(C) Articles of Amendment of the Registrant filed in
Maryland on April 27, 1995 are filed herewith as
Exhibit No. EX99.23(a)(7)(C).
(D) Articles Supplementary of the Registrant filed in
Maryland on February 9, 1996 are filed herewith
as Exhibit No. EX99.23(a)(7)(D).
(E) Articles of Amendment of the Registrant filed in
Maryland on October 19, 1998 and effective on
October 31, 1998 are filed herewith as Exhibit
No. EX99.23(a)(7)(E).
(8) UMB Scout Capital Preservation Fund, Inc.
(A) Articles of Incorporation of the Registrant as
filed in Maryland on October 16, 1997 are filed
herewith as Exhibit No. EX99.23(a)(8)(A).
(B) Articles of Amendment of the Registrant filed in
Maryland on October 19, 1998 and effective on
October 31, 1998 are filed herewith as Exhibit
No. EX99.23(a)(8)(B).
(9) UMB Scout Kansas Tax-Exempt Bond Fund, Inc.
(A) Articles of Incorporation of the Registrant as
filed in Maryland on October 16, 1997 are filed
herewith as Exhibit No. EX99.23(a)(9)(A).
(B) Articles of Amendment of the Registrant filed in
Maryland on October 19, 1998 and effective on
October 31, 1998 are filed herewith as Exhibit
No. EX99.23(a)(9)(B).
(b) By-Laws
(1) UMB Scout Stock Fund, Inc. By-laws previously filed
with PEA #32 to Registration Statement on Form N1-A on
3/2/99 and incorporated herein by reference.
(2) UMB Scout WorldWide Fund, Inc. By-laws previously
filed with PEA #14 to Registration Statement on Form
N1-A on 3/2/99 and incorporated herein by reference.
(3) UMB Scout Money Market Fund, Inc. By-laws are filed
herewith as Exhibit No. EX99.23(b)(3).
(4) UMB Scout Tax-Free Money Market Fund, Inc. By-laws are
filed herewith as Exhibit No. EX99.23(b)(4).
(5) UMB Scout Balanced Fund, Inc. By-laws are filed
herewith as Exhibit No. EX99.23(b)(5).
(6) UMB Scout Regional Fund, Inc. By-laws are filed
herewith as Exhibit No. EX99.23(b)(6).
(7) UMB Scout Bond Fund, Inc. By-laws are filed herewith
as Exhibit No. EX99.23(b)(7).
(8) UMB Scout Capital Preservation Fund, Inc. By-laws are
filed herewith as Exhibit No. EX99.23(b)(8).
(9) UMB Scout Kansas Tax-Exempt Bond Fund, Inc. By-laws
are filed herewith as Exhibit No. EX99.23(b)(9).
(c) Instrument Defining Rights of Security Holders
Not Applicable
(d) Investment Advisory Contracts
(1) (a) Management Agreement between UMB Bank, n.a. and
UMB Scout Stock Fund, Inc. for the UMB Scout Stock
Fund series dated January 1, 1996 previously filed
with PEA #32 to Registration Statement on Form N1-A on
3/2/99 and incorporated herein by reference.
(b) Management Agreement between UMB Bank, n.a. and
UMB Scout Stock Fund, Inc. for the UMB Scout Stock
Select Fund series previously filed with PEA #32 to
Registration Statement on Form N1-A on 3/2/99 and
incorporated herein by reference.
(2) (a) Management Agreement between UMB Bank, n.a. and
UMB Scout WorldWide Fund, Inc. for the UMB Scout
WorldWide Fund series dated January 1, 1996 previously
filed with PEA #14 to Registration Statement on Form
N1-A on 3/2/99 and incorporated herein by reference.
(b) Management Agreement between UMB Bank, n.a. and
UMB Scout Worldwide Fund, Inc., on behalf of the UMB
Scout WorldWide Fund series previously filed with PEA
#14 to Registration Statement on Form N1-A on 3/2/99
and incorporated herein by reference.
(3) Management Agreement between UMB Bank, n.a. and UMB
Scout Money Market Fund, Inc. dated January 1, 1996 is
filed herewith as Exhibit No. EX99.23(d)(3).
(4) Management Agreement between UMB Bank, n.a. and UMB
Scout Tax-Free Money Market Fund, Inc. dated January
1, 1996 is filed herewith as Exhibit No.
EX99.23(d)(4).
(5) Management Agreement between UMB Bank, n.a. and UMB
Scout Balanced Fund, Inc. dated December 6, 1995 is
filed herewith as Exhibit No. EX99.23(d)(5).
(6) Management Agreement between UMB Bank, n.a. and UMB
Scout Regional Fund, Inc. dated January 1, 1996 is
filed herewith as Exhibit No. EX99.23(d)(6).
(7) Management Agreement between UMB Bank, n.a. and UMB
Scout Bond Fund, Inc. dated January 1, 1996 is filed
herewith as Exhibit No. EX99.23(d)(7).
(8) Management Agreement between UMB Bank, n.a. and UMB
Scout Capital Preservation Fund, Inc. dated February
23, 1997 is filed herewith as Exhibit No.
EX99.23(d)(8).
(9) Management Agreement between UMB Bank, n.a. and UMB
Scout Kansas Tax-Exempt Bond Fund, Inc. dated February
23, 1997 is filed herewith as Exhibit No.
EX99.23(d)(9).
(e) Underwriting Contracts
(1) (a) Underwriting Agreement between Jones & Babson,
Inc. and UMB Scout Stock Fund, Inc. on behalf of the
UMB Scout Stock Fund series dated September 30, 1993
is filed herewith as Exhibit No. EX99.23(e)(1)(a).
(b) Form of Underwriting Agreement between Jones &
Babson, Inc. and UMB Scout Stock Fund, Inc. for the
UMB Scout Stock Fund series previously filed with PEA
#32 to Registration Statement on Form N1-A on 3/2/99
and incorporated herein by reference.
(2) (a) Underwriting Agreement between Jones & Babson,
Inc. and UMB Scout WorldWide Fund, Inc. on behalf of
the UMB Scout WorldWide Fund series dated September
30, 1993 is filed herewith as Exhibit No.
EX99.23(e)(2)(a).
(b) Form of Underwriting Agreement between Jones &
Babson, Inc. and UMB Scout Worldwide Fund, Inc. on
behalf of the UMB Scout Worldwide Select Fund series
previously filed with PEA #14 to Registration
Statement on Form N1-A on 3/2/99 and incorporated
herein by reference.
(3) Underwriting Agreement between Jones & Babson, Inc.
and UMB Scout Money Market Fund, Inc. dated September
30, 1993 is filed herewith as Exhibit No.
EX99.23(e)(3).
(4) Underwriting Agreement between Jones & Babson, Inc.
and UMB Scout Tax-Free Money Market Fund, Inc. dated
September 30, 1993 is filed herewith as Exhibit No.
EX99.23(e)(4).
(5) Underwriting Agreement between Jones & Babson, Inc.
and UMB Scout Balanced Fund, Inc. dated December 6,
1995 is filed herewith as Exhibit No. EX99.23(e)(5).
(6) Underwriting Agreement between Jones & Babson, Inc.
and UMB Scout Regional Fund, Inc. (formerly UMB
Heartland Fund, Inc.) dated September 30, 1993 is
filed herewith as Exhibit No. EX99.23(e)(6).
(7) Underwriting Agreement between Jones & Babson, Inc.
and UMB Scout Bond Fund, Inc. dated September 30, 1993
is filed herewith as Exhibit No. EX99.23(e)(7).
(8) Underwriting Agreement between Jones & Babson, Inc.
and UMB Scout Capital Preservation Fund, Inc. dated
February 23, 1998 is filed herewith as Exhibit No.
EX99.23(e)(8).
(9) Underwriting Agreement between Jones & Babson, Inc.
and UMB Scout Kansas Tax-Exempt Bond Fund, Inc. dated
February 23, 1998 is filed herewith as Exhibit No.
EX99.23(e)(9).
(f) Bonus or Profit Sharing Contracts
Not Applicable.
(g) Custodian Agreement between:
Registrants and UMB Bank, N.A. dated October 30, 1995 is
filed herewith as Exhibit No. EX99.23(g).
(h) Other Material Contracts:
(1) Transfer Agency Agreement between Jones & Babson, Inc.
and UMB Scout Stock Fund, Inc. dated January 1, 1996
is filed herewith as Exhibit No. EX99.23(h)(1).
(2) Transfer Agency Agreement between Jones & Babson, Inc.
and UMB Scout WorldWide Fund, Inc. dated January 1,
1996 is filed herewith as Exhibit No. EX99.23(h)(2).
(3) Transfer Agency Agreement between Jones & Babson, Inc.
and UMB Scout Money Market Fund, Inc. dated January 1,
1996 is filed herewith as Exhibit No. EX99.23(h)(3).
(4) Transfer Agency Agreement between Jones & Babson, Inc.
and UMB Scout Tax-Free Money Market Fund, Inc. dated
January 1, 1996 is filed herewith as Exhibit No.
EX99.23(h)(4).
(5) Transfer Agency Agreement between Jones & Babson, Inc.
and UMB Scout Balanced Fund, Inc. dated December 6,
1995 is filed herewith as Exhibit No. EX99.23(h)(5).
(6) Transfer Agency Agreement between Jones & Babson, Inc.
and UMB Scout Regional Fund, Inc. dated January 1,
1996 is filed herewith as Exhibit No. EX99.23(h)(6).
(7) Transfer Agency Agreement between Jones & Babson, Inc.
and UMB Scout Bond Fund, Inc. dated January 1, 1996 is
filed herewith as Exhibit No. EX99.23(h)(7).
(8) Transfer Agency Agreement between Jones & Babson, Inc.
and UMB Scout Capital Preservation Fund, Inc. dated
February 23, 1998 is filed herewith as Exhibit No.
EX99.23(h)(8).
(9) Transfer Agency Agreement between Jones & Babson, Inc.
and UMB Scout Kansas Tax-Exempt Bond Fund, Inc. dated
February 23, 1998 is filed herewith as Exhibit No.
EX99.23(h)(9).
(i) Opinion and Consent of Counsel as to the legality of the
securities issued by each registrant is filed herewith as
Exhibit No. EX99.23(i).
(j) Other Opinions
(1) Consent of Independent Auditors for:
(A) UMB Scout Stock Fund, Inc. is filed herewith as
Exhibit No. EX99.23(j)(1)(A).
(B) UMB Scout WorldWide Fund, Inc. is filed herewith
as Exhibit No. EX99.23(j)(1)(B).
(C) UMB Scout Regional Fund, Inc. is filed herewith
as Exhibit No. EX99.23(j)(1)(C).
(D) UMB Scout Money Market Fund, Inc. is filed
herewith as Exhibit No. EX99.23(j)(1)(D).
(E) UMB Scout Tax-Free Money Market Fund, Inc. is
filed herewith as Exhibit No. EX99.23(j)(1)(E).
(F) UMB Scout Balanced Fund, Inc. is filed herewith
as Exhibit No. EX99.23(j)(1)(F).
(G) UMB Scout Bond Fund, Inc. is filed herewith as
Exhibit No. EX99.23(j)(1)(G).
(H) UMB Scout Capital Preservation Fund, Inc. is
filed herewith as Exhibit No. EX99.23(j)(1)(H).
(I) UMB Scout Kansas Tax-Exempt Bond Fund, Inc. is
filed herewith as Exhibit No. EX99.23(j)(1)(I).
(2) Power of Attorney for:
(A) UMB Scout Stock Fund, Inc. is filed herewith as
Exhibit No. EX99.23(j)(2)(A).
(B) UMB Scout WorldWide Fund, Inc. is filed herewith
as Exhibit No. EX99.23(j)(2)(B).
(C) UMB Scout Regional Fund, Inc. is filed herewith
as Exhibit No. EX99.23(j)(2)(C).
(D) UMB Scout Money Market Fund, Inc. is filed
herewith as Exhibit No. EX99.23(j)(2)(D).
(E) UMB Scout Tax-Free Money Market Fund, Inc. is
filed herewith as Exhibit No. EX99.23(j)(2)(E).
(F) UMB Scout Balanced Fund, Inc. is filed herewith
as Exhibit No. EX99.23(j)(2)(F).
(G) UMB Scout Bond Fund, Inc. is filed herewith as
Exhibit No. EX99.23(j)(2)(G).
(H) UMB Scout Capital Preservation Fund, Inc. is
filed herewith as Exhibit No. EX99.23(j)(2)(H).
(I) UMB Scout Kansas Tax-Exempt Bond Fund, Inc. is
filed herewith as Exhibit No. EX99.23(j)(2)(I).
(k) Omitted Financial Statements
Not Applicable.
(l) Initial Capital Agreements
Not Applicable.
(m) Rule 12b-1 Plan
Not Applicable.
(n) Rule 18f-3 Plan
Not Applicable.
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE
REGISTRANT:
None.
ITEM 25. INDEMNIFICATION:
Under the terms of the Maryland General Corporation Law and the
Registrant's By-Laws, the Registrant shall indemnify any person
who was or is a director, officer, or employee of the Registrant
to the maximum extent permitted by the Maryland General
Corporation Law; provided however, that any such indemnification
(unless ordered by a court) shall be made by the Registrant only
as authorized in the specific case upon a determination that
indemnification of such person is proper in the circumstances.
Such determination shall be made:
(i) by the Board of Directors by a majority vote of a
quorum which consists of the directors who are neither
"interested persons" of the Registrant as defined in Section
2(a)(19) of the 1940 Act, nor parties to the proceedings, or
(ii) if the required quorum is not obtainable or if a
quorum of such directors so directs, by independent legal
counsel in a written opinion.
No indemnification will be provided by the Registrant to any
director or officer of the Registrant for any liability to the
Registrant or shareholders to which he would otherwise be
subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of duty.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT
ADVISER:
The principal business of UMB Bank, n.a. is the provision of
banking and investment management services to individuals and
businesses.
ITEM 27. PRINCIPAL UNDERWRITER:
(a) Jones & Babson, Inc., the only principal underwriter
of the Registrant, also acts as principal underwriter for the:
UMB Scout Stock Fund, Inc.
UMB Scout WorldWide Fund, Inc.
UMB Scout Regional Fund, Inc.
UMB Scout Balanced Fund, Inc.
UMB Scout Bond Fund, Inc.
UMB Scout Capital Preservation Fund, Inc.
UMB Scout Kansas Tax-Exempt Bond Fund, Inc.
UMB Scout Money Market Fund, Inc.
UMB Scout Tax-Free Money Market Fund, Inc.
David L. Babson Growth Fund, Inc.
Babson Enterprise Fund, Inc.
Babson Enterprise Fund II, Inc.
D.L. Babson Money Market Fund, Inc.
D.L. Babson Tax-Free Income Fund, Inc.
D.L. Babson Bond Trust
Babson Value Fund, Inc.
Shadow Stock Fund, Inc.
Babson-Stewart Ivory International Fund, Inc.
Buffalo Balanced Fund, Inc.
Buffalo Equity Fund, Inc.
Buffalo USA Global Fund, Inc.
Buffalo High Yield Fund, Inc.
Buffalo Small Cap Fund, Inc.
AFBA Five Star Fund, Inc.
Investors Mark Series Fund, Inc.
(b) Herewith is the information required by the following
table with respect to each director, officer or partner of the
only underwriter named in answer to Item 21 of Part B:
Name and Principal Position and Offices Positions and
Business Address with Underwriter Offices
with Registrant
Stephen S. Soden Chairman and Director
700 Karnes Blvd. Director
Kansas City, MO
64108-3306
Larry D. Armel President and President and
700 Karnes Blvd. Director Director
Kansas City, MO
64108-3306
Giorgio Balzer Director None
700 Karnes Blvd.
Kansas City, MO
64108-3306
Robert T. Rakich Director None
700 Karnes Blvd.
Kansas City, MO
64108-3306
Edward S. Ritter Director None
700 Karnes Blvd.
Kansas City, MO
64108-3306
Robert N. Sawyer Director None
700 Karnes Blvd.
Kansas City, MO
64108-3306
Vernon W. Voorhees Director None
700 Karnes Blvd.
Kansas City, MO
64108-3306
P. Bradley Adams Vice President and Vice President and
700 Karnes Blvd. Treasurer Treasurer
Kansas City, MO
64108-3306
Martin A. Cramer Vice President and Vice President and
700 Karnes Blvd. Secretary Secretary
Kansas City, MO
64108-3306
(c) The principal underwriter does not receive any remuneration
or compensation for the duties or services rendered to the
Registrants pursuant to the principal Transfer Agency Agreement.
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS:
Each account, book or other document required to be maintained
by Section 31(a) of the Investment Company Act of 1940, as
amended and Rules (17 CFR 270-31a-1 to 31a-3) promulgated
thereunder, is in the physical possession of Jones and Babson,
Inc., at BMA Tower, 700 Karnes Blvd., Kansas City, Missouri
64108-3306.
ITEM 29. MANAGEMENT SERVICES:
There are no management related service contracts not discussed
in Part A or Part B.
ITEM 30. UNDERTAKINGS:
Registrant undertakes that, if requested to do so by the holders
of at least 10% of the registrant's outstanding shares, to call
a meeting of shareholders for the purpose of voting upon the
question of removal of a director or directors and to assist in
communications with other shareholders as required by Section
16(c) of the Investment Company Act of 1940, as amended.
EXHIBIT INDEX
Exhibit Exhibit No.
UMB Scout Stock Fund, Inc.
Articles Supplementary EX99.23(a)(1)(F)
UMB Scout WorldWide Fund, Inc.
Articles Supplementary EX99.23(a)(2)(D)
UMB Scout Money Market Fund, Inc.
Articles of Incorporation EX99.23(a)(3)(A)
Articles Supplementary EX99.23(a)(3)(B)
Articles of Revival EX99.23(a)(3)(C)
Articles Supplementary EX99.23(a)(3)(D)
Articles of Amendment EX99.23(a)(3)(E)
Articles of Amendment EX99.23(a)(3)(F)
UMB Scout Tax-Free Money Market Fund, Inc.
Articles of Incorporation EX99.23(a)(4)(A)
Articles of Revival EX99.23(a)(4)(B)
Articles of Amendment EX99.23(a)(4)(C)
Articles of Amendment EX99.23(a)(4)(D)
UMB Scout Balanced Fund, Inc.
Articles of Incorporation EX99.23(a)(5)(A)
Articles of Amendment EX99.23(a)(5)(B)
UMB Scout Regional Fund, Inc.
Articles of Incorporation EX99.23(a)(6)(A)
Articles of Amendment EX99.23(a)(6)(B)
Articles of Amendment EX99.23(a)(6)(C)
Articles of Amendment EX99.23(a)(6)(D)
UMB Scout Bond Fund, Inc.
Articles of Incorporation EX99.23(a)(7)(A)
Articles of Revival EX99.23(a)(7)(B)
Articles of Amendment EX99.23(a)(7)(C)
Articles Supplementary EX99.23(a)(7)(D)
Articles of Amendment EX99.23(a)(7)(E)
UMB Scout Capital Preservation Fund, Inc.
Articles of Incorporation EX99.23(a)(8)(A)
Articles of Amendment EX99.23(a)(8)(B)
UMB Scout Kansas Tax-Exempt Bond Fund, Inc.
Articles of Incorporation EX99.23(a)(9)(A)
Articles of Amendment EX99.23(a)(9)(B)
By-Laws for UMB Scout Stock Fund, Inc. EX99.23(b)(1)
By-Laws for UMB Scout WorldWide Fund, Inc. EX99.23(b)(2)
By-Laws for UMB Scout Money Market Fund, Inc. EX99.23(b)(3)
By-Laws for UMB Scout Tax-Free Money Market Fund, Inc. EX99.23(b)(4)
By-Laws for UMB Scout Balanced Fund, Inc. EX99.23(b)(5)
By-Laws for UMB Scout Regional Fund, Inc. EX99.23(b)(6)
By-Laws for UMB Scout Bond Fund, Inc. EX99.23(b)(7)
By-Laws for UMB Scout Capital Preservation Fund, Inc. EX99.23(b)(8)
By-Laws for UMB Scout Kansas Tax-Exempt Bond Fund, Inc. EX99.23(b)(9)
Management Agreement for UMB Scout Stock Fund EX99.23(d)(1)(a)
Management Agreement for UMB Scout Stock Select Fund EX99.23(d)(1)(b)
Management Agreement for UMB Scout WorldWide Fund EX99.23(d)(2)(a)
Management Agreement for UMB Scout WorldWide Select Fund
EX99.23(d)(2)(b)
Management Agreement for UMB Scout Money Market Fund, Inc.
EX99.23(d)(3)
Management Agreement for UMB Scout Tax-Free Money Market
Fund, Inc. EX99.23(d)(4)
Management Agreement for UMB Scout Balanced Fund, Inc. EX99.23(d)(5)
Management Agreement for UMB Scout Regional Fund, Inc. EX99.23(d)(6)
Management Agreement for UMB Scout Bond Fund, Inc. EX99.23(d)(7)
Management Agreement for UMB Scout Capital Preservation
Fund, Inc. EX99.23(d)(8)
Management Agreement for UMB Scout Kansas Tax-Exempt Bond
Fund, Inc. EX99.23(d)(9)
Underwriting Agreement for UMB Scout Stock Fund EX99.23(e)(1)(a)
Underwriting Agreement for UMB Scout Stock Select Fund EX99.23(e)(1)(b)
Underwriting Agreement for UMB Scout WorldWide Fund EX99.23(e)(2)(a)
Underwriting Agreement for UMB Scout WorldWide Select Fund
EX99.23(e)(2)(b)
Underwriting Agreement for UMB Scout Money Market Fund, Inc.
EX99.23(e)(3)
Underwriting Agreement for UMB Scout Tax-Free Money Market
Fund, Inc. EX99.23(e)(4)
Underwriting Agreement for UMB Scout Balanced Fund, Inc.EX99.23(e)(5)
Underwriting Agreement for UMB Scout Regional Fund, Inc.EX99.23(e)(6)
Underwriting Agreement for UMB Scout Bond Fund, Inc. EX99.23(e)(7)
Underwriting Agreement for UMB Scout Capital Preservation
Fund, Inc. EX99.23(e)(8)
Underwriting Agreement for UMB Scout Kansas Tax-Exempt Bond
Fund, Inc. EX99.23(e)(9)
Transfer Agency Agreement for UMB Scout Stock Fund, Inc.EX99.23(h)(1)
Transfer Agency Agreement for UMB Scout WorldWide Fund, Inc.
EX99.23(h)(2)
Transfer Agency Agreement for UMB Scout Money Market Fund, Inc.
EX99.23(h)(3)
Transfer Agency Agreement for UMB Scout Tax-Free Money Market
Fund, Inc. EX99.23(h)(4)
Transfer Agency Agreement for UMB Scout Balanced Fund, Inc.
EX99.23(h)(5)
Transfer Agency Agreement for UMB Scout Regional Fund, Inc.
EX99.23(h)(6)
Transfer Agency Agreement for UMB Scout Bond Fund, Inc. EX99.23(h)(7)
Transfer Agency Agreement for UMB Scout Capital Preservation
Fund, Inc. EX99.23(h)(8)
Transfer Agency Agreement for UMB Scout Kansas Tax-Exempt Bond
Fund, Inc. EX99.23(h)(9)
Opinion of Counsel. EX99.23(i)
Consent of Auditors for UMB Scout Stock Fund, Inc. EX99.23(j)(1)(A)
Consent of Auditors for UMB Scout WorldWide Fund, Inc. EX99.23(j)(1)(B)
Consent of Auditors for UMB Scout Money Market Fund, Inc.EX99.23(j)(1)(C)
Consent of Auditors for UMB Scout Tax-Free Money Market
Fund, Inc. EX99.23(j)(1)(D)
Consent of Auditors for UMB Scout Balanced Fund, Inc. EX99.23(j)(1)(E)
Consent of Auditors for UMB Scout Regional Fund, Inc. EX99.23(j)(1)(F)
Consent of Auditors for UMB Scout Bond Fund, Inc. EX99.23(j)(1)(G)
Consent of Auditors for UMB Scout Capital Preservation
Fund, Inc. EX99.23(j)(1)(H)
Consent of Auditors for UMB Scout Kansas Tax-Exempt Bond
Fund, Inc. EX99.23(j)(1)(I)
Power of Attorney for UMB Scout Stock Fund, Inc. EX99.23(j)(2)(A)
Power of Attorney for UMB Scout WorldWide Fund, Inc. EX99.23(j)(2)(B)
Power of Attorney for UMB Scout Money Market Fund, Inc. EX99.23(j)(2)(C)
Power of Attorney for UMB Scout Tax-Free Money Market
Fund, Inc. EX99.23(j)(2)(D)
Power of Attorney for UMB Scout Balanced Fund, Inc. EX99.23(j)(2)(E)
Power of Attorney for UMB Scout Regional Fund, Inc. EX99.23(j)(2)(F)
Power of Attorney for UMB Scout Bond Fund, Inc. EX99.23(j)(2)(G)
Power of Attorney for UMB Scout Capital Preservation
Fund, Inc. EX99.23(j)(2)(H)
Power of Attorney for UMB Scout Kansas Tax-Exempt Bond
Fund, Inc. EX99.23(j)(2)(I)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, each as amended, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, duly authorized, in the City of Kansas City, and State of
Missouri, on the 26th day of August, 1999.
UMB SCOUT STOCK FUND, INC.
By /s/ Larry D. Armel
Larry D. Armel, President, Principal Executive Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ Larry D. Armel President, Principal Executive August 26, 1999
Larry D. Armel Officer and Director
/s/ Eric T. Jager Director August 26, 1999
Eric T. Jager*
/s/ William E. Hoffman Director August 26, 1999
William E. Hoffman*
/s/ Stephen F. Rose Director August 26, 1999
Stephen F. Rose*
/s/ Stewart Wien* Director August 26, 1999
Stewart Wien*
/s/ P. Bradley Adams Vice President and Principal August 26, 1999
P. Bradley Adams Financial and Accounting Officer
*Signed pursuant to Power of Attorney
By: /s/ Larry D. Armel
Larry D. Armel, Attorney-in-Fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, each as amended, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, duly authorized, in the City of Kansas City, and State of
Missouri, on the 26th day of August, 1999.
UMB SCOUT BOND FUND, INC.
By /s/ Larry D. Armel
Larry D. Armel, President, Principal Executive Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ Larry D. Armel President, Principal Executive August 26, 1999
Larry D. Armel Officer and Director
/s/ Eric T. Jager Director August 26, 1999
Eric T. Jager*
/s/ William E. Hoffman Director August 26, 1999
William E. Hoffman*
/s/ Stephen F. Rose Director August 26, 1999
Stephen F. Rose*
/s/ Stewart Wien* Director August 26, 1999
Stewart Wien*
/s/ P. Bradley Adams Vice President and Principal August 26, 1999
P. Bradley Adams Financial and Accounting Officer
*Signed pursuant to Power of Attorney
By: /s/ Larry D. Armel
Larry D. Armel, Attorney-in-Fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, each as amended, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, duly authorized, in the City of Kansas City, and State of
Missouri, on the 26th day of August, 1999.
UMB SCOUT BALANCED FUND, INC.
By /s/ Larry D. Armel
Larry D. Armel, President, Principal Executive Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ Larry D. Armel President, Principal Executive August 26, 1999
Larry D. Armel Officer and Director
/s/ Eric T. Jager Director August 26, 1999
Eric T. Jager*
/s/ William E. Hoffman Director August 26, 1999
William E. Hoffman*
/s/ Stephen F. Rose Director August 26, 1999
Stephen F. Rose*
/s/ Stewart Wien* Director August 26, 1999
Stewart Wien*
/s/ P. Bradley Adams Vice President and Principal August 26, 1999
P. Bradley Adams Financial and Accounting Officer
*Signed pursuant to Power of Attorney
By: /s/ Larry D. Armel
Larry D. Armel, Attorney-in-Fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, each as amended, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, duly authorized, in the City of Kansas City, and State of
Missouri, on the 26th day of August, 1999.
UMB SCOUT TAX-FREE MONEY MARKET FUND, INC.
By /s/ Larry D. Armel
Larry D. Armel, President, Principal Executive Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ Larry D. Armel President, Principal Executive August 26, 1999
Larry D. Armel Officer and Director
/s/ Eric T. Jager Director August 26, 1999
Eric T. Jager*
/s/ William E. Hoffman Director August 26, 1999
William E. Hoffman*
/s/ Stephen F. Rose Director August 26, 1999
Stephen F. Rose*
/s/ Stewart Wien* Director August 26, 1999
Stewart Wien*
/s/ P. Bradley Adams Vice President and Principal August 26, 1999
P. Bradley Adams Financial and Accounting Officer
*Signed pursuant to Power of Attorney
By: /s/ Larry D. Armel
Larry D. Armel, Attorney-in-Fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, each as amended, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, duly authorized, in the City of Kansas City, and State of
Missouri, on the 26th day of August, 1999.
UMB SCOUT MONEY MARKET FUND, INC.
By /s/ Larry D. Armel
Larry D. Armel, President, Principal Executive Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ Larry D. Armel President, Principal Executive August 26, 1999
Larry D. Armel Officer and Director
/s/ Eric T. Jager Director August 26, 1999
Eric T. Jager*
/s/ William E. Hoffman Director August 26, 1999
William E. Hoffman*
/s/ Stephen F. Rose Director August 26, 1999
Stephen F. Rose*
/s/ Stewart Wien* Director August 26, 1999
Stewart Wien*
/s/ P. Bradley Adams Vice President and Principal August 26, 1999
P. Bradley Adams Financial and Accounting Officer
*Signed pursuant to Power of Attorney
By: /s/ Larry D. Armel
Larry D. Armel, Attorney-in-Fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, each as amended, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, duly authorized, in the City of Kansas City, and State of
Missouri, on the 26th day of August, 1999.
UMB SCOUT REGIONAL FUND, INC.
By /s/ Larry D. Armel
Larry D. Armel, President, Principal Executive Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ Larry D. Armel President, Principal Executive August 26, 1999
Larry D. Armel Officer and Director
/s/ Eric T. Jager Director August 26, 1999
Eric T. Jager*
/s/ William E. Hoffman Director August 26, 1999
William E. Hoffman*
/s/ Stephen F. Rose Director August 26, 1999
Stephen F. Rose*
/s/ Stewart Wien* Director August 26, 1999
Stewart Wien*
/s/ P. Bradley Adams Vice President and Principal August 26, 1999
P. Bradley Adams Financial and Accounting Officer
*Signed pursuant to Power of Attorney
By: /s/ Larry D. Armel
Larry D. Armel, Attorney-in-Fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, each as amended, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, duly authorized, in the City of Kansas City, and State of
Missouri, on the 26th day of August, 1999.
UMB SCOUT WORLDWIDE FUND, INC.
By /s/ Larry D. Armel
Larry D. Armel, President, Principal Executive Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ Larry D. Armel President, Principal Executive August 26, 1999
Larry D. Armel Officer and Director
/s/ Eric T. Jager Director August 26, 1999
Eric T. Jager*
/s/ William E. Hoffman Director August 26, 1999
William E. Hoffman*
/s/ Stephen F. Rose Director August 26, 1999
Stephen F. Rose*
/s/ Stewart Wien* Director August 26, 1999
Stewart Wien*
/s/ P. Bradley Adams Vice President and Principal August 26, 1999
P. Bradley Adams Financial and Accounting Officer
*Signed pursuant to Power of Attorney
By: /s/ Larry D. Armel
Larry D. Armel, Attorney-in-Fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, each as amended, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, duly authorized, in the City of Kansas City, and State of
Missouri, on the 26th day of August, 1999.
UMB SCOUT CAPITAL PRESERVATION FUND, INC.
By /s/ Larry D. Armel
Larry D. Armel, President, Principal Executive Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ Larry D. Armel President, Principal Executive August 26, 1999
Larry D. Armel Officer and Director
/s/ Eric T. Jager Director August 26, 1999
Eric T. Jager*
/s/ William E. Hoffman Director August 26, 1999
William E. Hoffman*
/s/ Stephen F. Rose Director August 26, 1999
Stephen F. Rose*
/s/ Stewart Wien* Director August 26, 1999
Stewart Wien*
/s/ P. Bradley Adams Vice President and Principal August 26, 1999
P. Bradley Adams Financial and Accounting Officer
*Signed pursuant to Power of Attorney
By: /s/ Larry D. Armel
Larry D. Armel, Attorney-in-Fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, each as amended, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, duly authorized, in the City of Kansas City, and State of
Missouri, on the 26th day of August, 1999.
UMB SCOUT KANSAS TAX-EXEMPT BOND FUND, INC.
By /s/ Larry D. Armel
Larry D. Armel, President, Principal Executive Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ Larry D. Armel President, Principal Executive August 26, 1999
Larry D. Armel Officer and Director
/s/ Eric T. Jager Director August 26, 1999
Eric T. Jager*
/s/ William E. Hoffman Director August 26, 1999
William E. Hoffman*
/s/ Stephen F. Rose Director August 26, 1999
Stephen F. Rose*
/s/ Stewart Wien* Director August 26, 1999
Stewart Wien*
/s/ P. Bradley Adams Vice President and Principal August 26, 1999
P. Bradley Adams Financial and Accounting Officer
*Signed pursuant to Power of Attorney
By: /s/ Larry D. Armel
Larry D. Armel, Attorney-in-Fact
EX99.23(a)(1)(F)
ARTICLES SUPPLEMENTARY
TO
ARTICLES OF INCORPORATION
UMB Scout Stock Fund, Inc. (the "Corporation"), a Maryland
corporation having its principal office in Baltimore, Maryland, hereby
certifies, in accordance with Section 2-208 and Section 2-208.1 of the
Maryland General Corporation Law, to the State Department of Assessments and
Taxation of Maryland that:
FIRST: The Corporation has authority under its Articles
of Incorporation, as amended and supplemented (the "Articles") to issue
twenty million (20,000,000) shares of common stock with a par value of one
dollar ($1.00) per share, having an aggregate par value of twenty million
($20,000,000) dollars. All shares of common stock of the Corporation
heretofore have been classified and allocated to a single class of shares
(classes of shares are hereafter referred to as "series" of shares)
designated as the Stock Portfolio series.
SECOND: The Board of Directors of the Corporation, at a
meeting duly convened and held on January 27, 1999, adopted a resolution to
increase the aggregate number of shares of common stock that the Corporation
has authority to issue from twenty million (20,000,000) shares to thirty
million (30,000,000) shares, with a par value of one dollar ($1.00) per share
and an aggregate par value of thirty million ($30,000,000) dollars.
THIRD: At the same meeting, the Board of Directors adopted
resolutions redesignating the Stock Portfolio series as the UMB Scout
Stock Fund series, designating a second series of shares of common stock of
the Corporation as the UMB Scout Stock Select Fund series, and classifying and
allocating ten million (10,000,000) shares of the authorized, unissued and
unallocated shares of common stock of the Corporation, with a par value of one
dollar ($1.00) per share and an aggregate par value of ten million
($10,000,000) dollars, to such UMB Scout Stock Select Fund series.
FOURTH: As a result of the aforesaid increase in the
authorized common stock and classifications, the Corporation has authority to
issue thirty million (30,000,000) shares of common stock with a par value of
$1.00 per share, having an aggregate par value of thirty million ($30,000,000)
dollars. Of such authorized shares, twenty million (20,000,000) shares of
common stock have been classified and allocated to the UMB Scout Stock Fund
series of the Corporation, and ten million (10,000,000) shares of common
stock have been allocated to the UMB Scout Stock Fund Select series of the
Corporation.
FIFTH: The shares of the UMB Scout Stock Fund series and
the UMB Scout Stock Fund Select series shall represent interests in
separate portfolios of investments. The shares of each series of the
Corporation shall have the same preferences, conversion or other rights,
voting powers, restrictions, limitations as to dividends, qualifications, or
terms or conditions of redemption, and shall be subject to the same
limitations and priorities, as other shares of the same series, all as set
forth in the Articles; except as may be provided by the Investment Company Act
of 1940, as amended or the Maryland General Corporation Law; and provided
further that the assets belonging to any series of the Corporation shall be
charged with the liabilities only in respect to such series, and shall also be
charged with its proportionate share of the general liabilities of the
Corporation.
SIXTH: The shares of each series of the Corporation
have been classified by the Board of Directors of the Corporation pursuant to
authority contained in the Articles.
SEVENTH: The Corporation is registered as an open-end
management investment company under the Investment Company Act of 1940, as
amended.
EIGHTH: The total number of shares of common stock that
the Corporation has authority to issue has been increased by the Board of
Directors in accordance with Section 2-105(c) of the Maryland General
Corporation Law.
IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to
be signed in its name and on its behalf by its undersigned authorized officers
who acknowledge that these Articles Supplementary are the act of the
Corporation, that to the best of their knowledge, information and belief, the
matters and facts set forth herein relating to the authorization and approval
of these Articles Supplementary are true in all material respects, and that
this statement is made under the penalties of perjury.
Presented and witnessed on this 14th day of April, 1999.
UMB SCOUT STOCK FUND, INC.
By: /s/Larry D. Armel
Larry D. Armel, President
WITNESS: /s/Martin A. Cramer
Martin A. Cramer,
Secretary
EX99.23(a)(2)(D)
ARTICLES SUPPLEMENTARY
TO
ARTICLES OF INCORPORATION
UMB Scout WorldWide Fund, Inc. (the "Corporation"), a Maryland
corporation having its principal office in Baltimore, Maryland, hereby
certifies, in accordance with Section 2-208 and Section 2-208.1 of the
Maryland General Corporation Law, to the State Department of Assessments and
Taxation of Maryland that:
FIRST: The Corporation has authority under its Articles
of Incorporation, as amended and supplemented (the "Articles") to issue
ten million (10,000,000) shares of common stock with a par value of one
dollar ($1.00) per share, having an aggregate par value of ten million
($10,000,000) dollars. All shares of common stock of the Corporation
which are currently issued and outstanding comprise a single class of
shares (classes of shares are hereafter referred to as "series" of shares).
SECOND: The Board of Directors of the Corporation, at a
meeting duly convened and held on January 27, 1999, adopted a resolution to
increase the aggregate number of shares of common stock that the Corporation
has authority to issue from ten million (10,000,000) shares to twenty
million (20,000,000) shares, with a par value of one dollar ($1.00) per share
and an aggregate par value of twenty million ($20,000,000) dollars.
THIRD: At the same meeting, the Board of Directors adopted
resolutions classifying and allocating ten million (10,000,000) of the
authorized shares of common stock of the Corporation, including all of the
shares which are currently issued and outstanding, into a single series of
shares, with a par value of one dollar ($1.00) per share and an aggregate
par value of ten million ($10,000,000) dollars and designating such series
as the UMB Scout WorldWide Fund series; and the Board also adopted
resolutions, designating a second series of shares of common stock of the
Corporation as the UMB Scout WorldWide Fund Select series, and classifying
and allocating ten (10,000,000) shares of the authorized unissued and
unallocated shares of common stock of the Corporation, with a par value of
one dollar ($1.00) per share and an aggregate par value of ten ($10,000,000)
dollars to such UMB Scout WorldWide Select Fund series.
FOURTH: As a result of the aforesaid increase in the
authorized common stock and classifications, the Corporation has authority to
issue twenty million (20,000,000) shares of common stock with a par value of
$1.00 per share, having an aggregate par value of twenty million ($20,000,000)
dollars. Of such, ten million (10,000,000) shares of common stock have been
classified and allocated to the UMB Scout WorldWide Fund series of the
Corporation, and ten million (10,000,000) shares of common stock have been
allocated to the UMB Scout WorldWide Fund Select series of the Corporation.
FIFTH: The shares of the UMB Scout WorldWide Fund series and
the UMB Scout WorldWide Fund Select series shall represent interests in
separate portfolios of investments. The shares of each series of the
Corporation shall have the same preferences, conversion or other rights,
voting powers, restrictions, limitations as to dividends, qualifications, or
terms or conditions of redemption, and shall be subject to the same
limitations and priorities, as other shares of the same series, all as set
forth in the Articles; except as may be provided by the Investment Company Act
of 1940, as amended or the Maryland General Corporation Law; and provided
further that the assets belonging to any series of the Corporation shall be
charged with the liabilities only in respect to such series, and shall also be
charged with its proportionate share of the general liabilities of the
Corporation.
SIXTH: The shares of each series of the Corporation
have been classified by the Board of Directors of the Corporation pursuant to
authority contained in the Articles.
SEVENTH: The Corporation is registered as an open-end
management investment company under the Investment Company Act of 1940, as
amended.
EIGHTH: The total number of shares of common stock that
the Corporation has authority to issue has been increased by the Board of
Directors in accordance with Section 2-105(c) of the Maryland General
Corporation Law.
IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to
be signed in its name and on its behalf by its undersigned authorized officers
who acknowledge that these Articles Supplementary are the act of the
Corporation, that to the best of their knowledge, information and belief, the
matters and facts set forth herein relating to the authorization and approval
of these Articles Supplementary are true in all material respects, and that
this statement is made under the penalties of perjury.
Presented and witnessed on this 14th day of April, 1999.
UMB SCOUT STOCK FUND, INC.
By: /s/Larry D. Armel
Larry D. Armel, President
WITNESS: /s/Martin A. Cramer
Martin A. Cramer,
Secretary
EX99.23(a)(3)(A)
ARTICLES OF INCORPORATION
OF
UMB MONEY MARKET FUND, INC.
FIRST: I, the undersigned, Alfred J. Hoffman, whose Post-
Office address is 6701 High Drive, Shawnee Mission, Kansas,
66208, being at least twenty-one years of age, do, under and by
virtue of the general laws of the state of Maryland authorizing
the formation of corporations, associate myself as Incorporator
with the intention of forming a corporation (hereinafter called
the "Corporation").
SECOND: The name of the Corporation is UMB MONEY MARKET
FUND, INC.
THIRD: The purpose for which the Corporation is formed is
to act as an open-end, diversified management investment company
under the Investment Company Act of 1940, as amended, and to
exercise and enjoy all of the powers, rights and privileges
granted to, or conferred upon, corporations of a similar
character by the general laws of the state of Maryland now or
hereafter in force.
FOURTH: The Post-Office address of the principal office of
the Corporation in this state is C/O the Corporation Trust
Incorporated, First Maryland Building, 25 South Charles Street,
Baltimore, Maryland, 21201. The name of the Resident Agent of
the Corporation in this state is the Corporation Trust
Incorporated, a corporation of this state, and the Post-office
address of the Resident Agent is First Maryland Building, 25
South Charles Street, Baltimore, Maryland, 21201
FIFTH: The total number of shares of all classes of stock
which the Corporation shall have authority to issue is
1,000,000,000 shares of a par value of one cent ($0.01) per share
and an aggregate par value of $10,000,000. The number of the
shares of stock of each class is such number, if any, of shares
of unissued stock as is classified or reclassified into such
class by the Corporation's Board of Directors pursuant to the
authority contained in Section 2-105 of the Maryland General
Corporation Law as filed by the Corporation as Articles
Supplementary under Section 2-108 of the Maryland General
Corporation Law (or any successor provisions). The Board of
Directors of the Corporation shall have the power to classify or
reclassify unissued shares into one or more classes which
together with the issued shares of stock of the corporation shall
have such designations as the board may determine and (subject to
any applicable rule, regulation or order of the Securities and
Exchange Commission or other applicable law or regulation) shall
have such preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications, terms
and conditions of redemption and other characteristics as the
Board may determine (or in the absence of contrary determination,
such as set forth herein). At any time when there are no shares
outstanding or subscribed for a particular class previously
established and designated by the Board of Directors, the class
may be liquidated by similar means. If the Board so determines,
one or more classes of stock may be treated for all purposes
other than dividends as if all shares of such classes were shares
of one class. The dividends payable to the holders of any class
(subject to any applicable rule, regulation or order of the
Securities-and Exchange Commission or any other applicable law or
regulation) shall be determined by the Board and need not be
individually declared, but may be declared and paid in accordance
with a formula adopted by the Board. Each share of a class shall
have equal rights with each other share of that class of stock
with respect to the assets of the Corporation pertaining to that
class. Any fractional shares of capital stock issued by the
corporation shall have proportionately, all the rights of full
shares. Except as otherwise provided herein, all references in
these articles of incorporation to capital stock or class of
stock shall apply without discrimination to the shares of each
class of stock.
(A) The holders of each share of stock of the Corporation
shall be entitled to one vote for each full share, and a
fractional vote for each fractional share of stock, irrespective
of the class then standing in his or her name in the books of the
Corporation. On any matter submitted to a vote of shareholders,
all shares of the Corporation then issued and outstanding and
entitled to vote, irrespective of the class, shall be voted in
the aggregate and not by class, except (1) when otherwise
expressly provided by the Maryland General Corporation Law or (2)
when required by the Investment Company Act of 1940, as amended,
shares shall be voted by individual class; and (3) when the
matter does not affect any interest of a particular class, then
only shareholders of the affected class or classes shall be
entitled to vote thereon.
(B) Each class of stock of the Corporation shall have the
following powers, preferences and participating, voting, or other
special rights and the qualifications, restrictions, and
limitations thereof shall be as follows:
(1) All consideration received by the Corporation for the
issue or sale of stock of each class, together with all income,
earnings, profits, and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation thereof, and any
funds or payments derived from any reinvestment of such proceeds
in whatever form the same may be, shall irrevocably belong to the
class of shares of stock with respect to which such assets,
payments or funds were received by the Corporation for all
purposes, subject only to the rights of creditors, and shall be
so handled upon the books of account of the Corporation. Such
assets, income, earnings, profits and proceeds thereof, including
any proceeds derived from the sale, exchange or liquidation
thereof and any assets derived from any reinvestment of such
proceeds, in whatever form the same may be, are herein referred
to as "assets belonging to" such class.
(2) The Board of Directors may from time to time declare
and pay dividends or distributions, in stock or in cash, on any
or all classes of stock, the amount of such dividends and the
payment of them being wholly in the discretion of the Board of
Directors.
(I) Dividends or distributions on shares of any class of
stock shall be paid only out of earnings, surplus, or other
lawfully available assets belonging to such class.
(II) Inasmuch as one goal of the corporation is to qualify
as a "regulated investment company" under the Internal Revenue
Code of 1954, as amended, or any successor or comparable statute
thereto, and regulations promulgated thereunder; and inasmuch as
the computation of net income and gains for federal income tax
purposes may vary from the computation thereof on the books of
the corporation, the Board of Directors shall have the power in
its discretion to distribute in any fiscal year as dividends,
including designated in whole or in part as capital gain
distributions, amounts sufficient, in the opinion of the Board of
Directors, to enable the Corporation to qualify as a regulated
investment company and to avoid liability for the Corporation for
federal income tax in respect of that year. In furtherance, and
not in limitation of the foregoing, in the event that a class of
shares has a net capital loss for a fiscal year, and to the
extent that the net capital loss offsets net capital gains from
another class, the amounts to be deemed available for
distribution to the class with the net capital gain shall be
reduced by the amount of offset. The shareholders of the class
with the net capital gain shall be entitled to a full
distribution of the net income and the net capital gain to the
extent earned or realized. If the net capital loss of a class
exceeds the net capital gain from another class, the excess loss
shall not reduce the net investment income available for
distribution to the class with the loss, but shall be carried
forward.
(3) In the event of the liquidation or dissolution of the
Corporation, shareholders of each class shall be entitled to
receive, as a class, out of the assets of the Corporation
available for distribution to shareholders, but other than
general assets not belonging to any particular class of stock,
the assets belonging to such class; and the assets so
distributable to the shareholders of any class shall be
distributed among such shareholders in proportion to the number
of shares of such class held by them and recorded on the books of
the Corporation. In the event that there are any general assets
not belonging to any particular class of stock and available for
distribution, such distribution shall be made to the holders of
stock of all classes in proportion to the asset value of the
respective classes determined as hereinafter provided.
(4) The assets belonging to any class of stock shall be
charged with the liabilities in respect to such class, and shall
also be charged with its share of the general liabilities of the
Corporation, in proportion to the asset value of the respective
classes determined as hereinafter set out. The determination of
the Board of Directors shall be conclusive as to the amount of
liabilities, including accrued expenses and reserves, as to the
allocation of the same as to a given class, and as to whether the
same or general assets of the Corporation are allocable to one or
more classes.
(C) Each holder of any class of stock of the Corporation,
who shall surrender his certificate in good delivery form to the
Corporation or who, if the shares in question are not represented
by certificates, shall deliver to the Corporation a written
request in good order signed by the shareholder, shall be
entitled to require the Corporation, to the extent that the class
of stock in question has assets lawfully available therefor and
out of such assets, but not otherwise, to redeem all or any part
of the shares of such stock standing in the name of such holder
on the books of the Corporation, at the net asset value of such
shares, determined in the manner and as of the time, and payable
as provided in the Investment Company Act of 1940, as amended.
The Corporation shall make payment for any such shares to be
redeemed as aforesaid, in cash, or if in the opinion of the Board
of Directors, which shall be conclusive, conditions exist which
make payment wholly in cash unwise or undesirable, the
Corporation may make payment wholly or partly in securities
belonging to the class to provide for such redemption by it of
the shares of such class.
(1) The Board of Directors of the Corporation may, in
accordance with the Investment Company Act of 1940, as amended,
suspend the right of the holders of any class of stock of the
Corporation to require the Corporation to redeem shares of such
class.
(2) The Board of Directors, in the economic best interest
of the Corporation and in order to reduce the disproportionately
burdensome expenses in servicing shareholder accounts, may from
time to time, establish uniform standards with respect to the
minimum value of a stockholder account or a minimum investment
which may be made by a stockholder. The Board of Directors, by
resolution and without the vote or consent of stockholders, may
require that the aggregate net asset value of a stockholder
account shall not be less than the minimum initial investment
requirement of the Corporation at the time of the resolution.
The resolution may authorize the Corporation to close those
stockholder accounts not meeting the specified minimum standards
of value by redeeming all of the shares in such accounts,
provided there is mailed to each affected stockholder account, at
least sixty (60) days prior to the planned redemption date, a
notice setting forth the minimum account size requirement and the
date on which the account will be closed if the minimum size
requirement is not met prior to said closing date.
(D) Each holder of any class of stock of the Corporation,
who surrenders his certificate in good delivery form to the
Corporation or, if the shares in question are not represented by
certificates, who delivers to the Corporation a written request
in good order signed by the shareholder, shall be entitled to
convert the shares in question on the basis hereinafter set
forth, into shares of stock of any other class of the
Corporation. The Corporation shall determine the net asset
value, as hereinafter defined, of the shares to be converted and
shall deduct therefrom such conversion cost, hereinafter
described and within five (5) business days after such surrender
and payment, shall issue to the shareholder such number of shares
of stock of the class desired taken at the net asset value
thereof determined in the same manner and at the same time as
that of the shares surrendered, which shall equal the net asset
value of the shares surrendered less conversion cost as
aforesaid. Any amount representing a fraction of a share may be
paid in cash at the option of the Corporation. The conversion
cost above mentioned shall be determined by adding a transaction
charge as determined by the Board of Directors. The transaction
charge may be paid and/or assigned by the Corporation to the
underwriter and/or any other agency, as it may elect. Upon any
conversion taking place, proper transfer shall be made between
the assets belonging to the respective classes of stock. The
Board of Directors may limit this conversion privilege to shares
which have been held for such reasonable period of time as the
Directors may determine.
(E) The aggregate net asset value per share of a class of
the Corporation's capital stock shall be determined in accordance
with the Investment Company Act of 1940, as amended, and with
generally accepted accounting principles, by adding the market or
appraised value of all securities, cash and other assets of the
Corporation pertaining to that class, subtracting the liabilities
determined by the Board of Directors to be applicable to that
class, and dividing the net result by the number of shares of the
class outstanding. Securities and other investments and assets
will be valued at fair value as determined in good faith by the
Board of Directors.
SIXTH: The shares of stock of the Corporation may be
issued to such persons and at such prices from time to time as
the Board of Directors may determine. Such issuance shall be on
a non-assessable basis. No holder of shares of stock shall have
preemptive rights and the Corporation shall have the right to
issue and sell to any person or persons and shares of its stock
or any option rights exercisable for, or securities convertible
into shares of its stock without first offering such shares,
rights or securities to the holders of any shares.
SEVENTH: The number of Directors of the Corporation and
their terms of office shall be determined from time to time by
the Directors pursuant to the by-laws of the Corporation. Such
number initially shall be three and shall never be less than
three. The names of the initial Directors are:
Alfred J. Hoffman
who shall serve until the 1983 annual meeting of stockholders, or
until his successor shall have been duly elected and shall have
qualified;
William C. Hisey
who shall serve until the 1984 annual meeting of stockholders, or
until his successor shall have been duly elected and shall have
qualified;
Robert C. Puff, Jr.
who shall serve until the 1985 annual meeting of stockholders, or
until his successor shall have been duly elected and shall have
qualified.
(A) If a vacancy occurs on the Board of Directors by reason
of death, resignation, or otherwise, the Board of Directors may
fill such vacancy for the remainder of the unexpired term by
majority vote of the remaining directors; provided that after
filling any such vacancy, at least two thirds of the Directors
shall have been elected by the stockholders, and provided further
that if at any time less than a majority of the Directors then
holding office were elected by the stockholders, a stockholders'
meeting shall be called as promptly as possible and, in any
event, within sixty days, for the purpose of electing Directors
to fill existing vacancies.
EIGHTH: The Corporation is expressly empowered as follows:
(A) The Corporation may enter into a written contract or
contracts with any person, including any firm, corporation,
trust, or association in which any officer, other employee,
director or stockholder of this corporation may be interested,
providing for a delegation of the management of all or part of
this corporation's securities portfolio (or portfolios) and also
for the delegation of the performance of administrative corporate
functions, subject always to the direction of the Board of
Directors of this corporation. The compensation payable by this
corporation under such contracts shall be such as is deemed fair
and equitable to both parties by the said Board of Directors.
Each such contract shall in all respects be consistent with and
subject to the requirements of the Investment Company Act of
1940, as amended, as then in effect and regulations of the
Securities and Exchange Commission or any succeeding governmental
authority promulgated thereunder.
(B) The Corporation may appoint one or more distributors or
agents or both for the sale of the shares of the Corporation, may
allow such person or persons a commission on the sale of such
shares, and may enter into such contract or contracts with such
person or persons as the Board of Directors of this Corporation
in its discretion may deem reasonable and proper. Any such
contract or contracts for the sale of the shares of this
corporation may be made with any person even though such person
may be an officer, other employee, director or stockholder of
this corporation or a corporation, partnership, trust or
association in which any such officer, other employee, director
or stockholder may be interested, or such person may be the same
as that person retained pursuant to the powers granted in Section
(A) of this Article EIGHTH. Each such contract shall in all
respects be consistent with and subject to the requirements of
the Investment Company Act of 1940, as amended, as then in effect
and regulations of the Securities and Exchange Commission or any
succeeding governmental authority promulgated
thereunder.
(C) The Corporation may employ such custodian or custodians
for the safekeeping of the property of the corporation and of its
shares, such dividend disbursing agent or agents, and such
transfer agent or agents and registrar or registrars for its
shares, and may make and perform such contracts for the aforesaid
purposes as in the opinion of the Board of Directors of this
Corporation may be reasonable, necessary or proper for the
conduct of the affairs of the Corporation, and may pay the fees
and disbursements of such custodians, dividend disbursing agents,
transfer agents, and registrars out of the income and/or any
other property of the Corporation. Notwithstanding any other
provisions of these Articles of Incorporation or the by-laws of
the Corporation, the Board of Directors may cause any or all of
the property of the Corporation to be transferred to, or be
acquired and held in the name of, a custodian so appointed or any
nominees of this Corporation or nominee or nominees of such
custodian satisfactory to the Board of Directors of this
Corporation.
(D) The same person, partnership (general or limited),
association, trust or corporation may be employed in any multiple
capacity under subsections (A, (B) and (C) of this article EIGHTH
and may receive compensation from the Corporation in as many
capacities in which such person, partnership (general or
limited), association, trust or corporation shall serve the
Corporation.
NINTH: (A) The Corporation shall indemnify any person who
was or is a party, or is threatened to be made a party, to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in right of the Corporation), by reason of
the fact that he is or was a director or officer of the
Corporation, or is or was serving at the request of the
Corporation as a director or officer of another corporation,
partnership, joint venture, trust, association or other
enterprise, against expenses (including attorney's fees),
judgements, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the Corporation, and, with respect to any criminal action or
proceeding, has no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by
judgement, order, settlement or conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in, or not opposed to,
the best interests of the Corporation, and, with respect to any
criminal action or proceeding, did not have reasonable cause to
believe that his conduct was unlawful.
(B) The Corporation shall indemnify any person who was or
is a party, or is threatened to be made a party, to any
threatened or completed action, suit or proceeding by or in the
right of the Corporation to procure a judgement in its favor by
reason of the fact that he is or was a director or officer of the
Corporation, or is or was serving at the request of the
Corporation as a director or officer of another corporation,
partnership, trust, joint venture, association or other
enterprise against expenses (including attorneys' fees actually
and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation; except that no such
indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his
duty to the Corporation, unless and only to the extent that a
court shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.
(C) To the extent that a director or officer of the
Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in
subsections (A) and (B), or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by
him in connection therewith.
(D) Any indemnification under subsections (A) and (B)
(unless ordered by a court of competent jurisdiction) shall be
made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the director or
officer is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (A) and
(B) of this article NINTH. Such determination shall be made by
the Board of Directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit or
proceeding, or if such a quorum is not obtainable, or even if
obtainable, a quorum of directors who are not "interested
persons" as defined in the Investment Company Act of 1940, as
amended, so directs, by independent legal counsel in a written
opinion, or if such written opinion is not obtainable, by vote of
the stockholders at the annual meeting or a special meeting
called for that purpose.
(E) Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or
proceeding as authorized by the Board of Directors in the
specific case upon receipt of any undertaking by or on behalf of
the director or officer to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by
the Corporation as authorized in this article NINTH.
(F) The indemnification provided by this article NINTH
shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any by-law,
agreement, vote of stockholders or directors who are not
"interested persons" as defined in the Investment Company Act of
1940, as amended, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a
director or officer and shall inure to the benefit of the heirs,
executors, and administrators of such person.
(G) The Corporation may purchase and maintain insurance on
its behalf and on behalf of any person who is or was a director
or officer of the Corporation, or is or was serving at the
request of the corporation as a director or officer of another
corporation, partnership, trust, joint venture, association or
other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the
provisions of this article NINTH.
(H) Anything to the contrary in the foregoing clauses (A)
through (G) of this article NINTH notwithstanding, no director or
officer shall be indemnified against any liability to the
corporation or to its security holders to which he would
otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in
the conduct of his office.
TENTH: In furtherance, and not in limitation, of the
powers conferred by the laws of the state of Maryland, the Board
of Directors is expressly authorized:
(A) To make, alter or repeal the by-laws of the
Corporation, except where such power is reserved by the by-laws
to the stockholders, and except as otherwise required by the
Investment Company Act of 1940, as amended.
(B) From time to time to determine whether and to what
extent and at what times and places and under what conditions and
regulations the books and accounts of the Corporation, or any of
them other than the stock ledger, shall be open to the inspection
of the stockholder, and no stockholder shall have any right to
inspect any account or book or document of the Corporation,
except as conferred by law or authorized by resolution of the
Board of Directors or of the stockholders.
(C) To authorize and issue obligations of the Corporation,
secured and unsecured, without assent or vote of the
stockholders, as the Board of Directors may determine, and to
authorize and cause to be executed mortgages and liens upon the
property of the Corporation, real and/or personal, but only to
the extent permitted by the fundamental policies of the
Corporation set out in its registration statement filed with the
Federal Securities and Exchange Commission or any succeeding
governmental authority, pursuant to the Investment Company Act of
1940, as amended.
(D) In addition to the powers and authorities granted
herein and by statute expressly conferred upon it, the Board of
Directors is authorized to exercise all such powers and do all
such acts and things as may be exercised or done by the
Corporation, subject, nevertheless, to the provisions of Maryland
law, these Articles of Incorporation, and the by-laws of the
Corporation.
ELEVENTH: The books of the Corporation may be kept (subject
to any provisions of Maryland law) outside the state of Maryland
at such place or places as may be designated from time to time by
the Board of Directors or in the by-laws of the Corporation.
Elections of directors need not be by ballot unless the by-laws
of the Corporation so provide.
TWELFTH: The Corporation reserves the right to amend,
alter, change or repeal any provision contained in these Articles
of Incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.
THIRTEENTH: Notwithstanding any provision of Maryland law
requiring more than a majority vote of the common stock in
connection with any corporate action including, but not limited
to, amendment of these Articles of Incorporation, unless
otherwise provided in these Articles of Incorporation the
Corporation may take or authorize such action upon the favorable
vote of the holders of a majority of the outstanding shares of
common stock.
FOURTEENTH: The duration of the Corporation shall be
perpetual.
IN WITNESS WHEREOF, the undersigned Incorporator of the UMB
MONEY MARKET FUND, INC. who executed the foregoing Articles of
Incorporation hereby acknowledges that to the best of his
knowledge the matters and facts set forth herein are true in all
material respects under penalties of perjury.
Dated the 17th day of June, 1982.
/s/Alfred J Hoffman
Alfred J. Hoffman
EX99.23(a)(3)(B)
UMB MONEY MARKET FUND, INC
ARTICLES SUPPLEMENTARY TO THE CHARTER
The UMB MONEY MARKET FUND, INC., a Maryland Corporation having
its principal office in Baltimore City, Maryland (hereinafter
called the Corporation), hereby certifies to the State Department
of Assessments arid Taxation of Maryland, that:
FIRST: The Board of Directors of the Corporation, at a meeting
duly convened and held on July 15, 1982, adopted a resolution
classifying or reclassifying seven hundred fifty million
(750,000,000) unissued shares of the par value of one cent
($0.01) per share of the Capital Stock of the Corporation as
Federal Portfolio Stock and two hundred fifty million
(250,000,000) unissued shares of the par value of one cent
($0.01) per share of the Capital Stock of the Corporation as
Prime Portfolio Stock by setting or changing before the issuance
of such shares, the preferences, rights, voting powers,
restrictions, limitations as to dividends, qualification or terms
of redemption of, and the conversion or other rights, thereof as
hereinafter set forth.
SECOND: A description of the shares so classified with the
preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and
terms and conditions of redemption as set or changed by the board
of directors of the Corporation is as follows:
(A) THE HOLDERS OF EACH SHARE OF STOCK OF THE CORPORATION
SHALL BE ENTITLED TO ONE VOTE FOR EACH FULL SHARE, AND A
FRACTIONAL VOTE FOR EACH FRACTIONAL SHARE OF STOCK, IRRESPECTIVE
OF THE CLASS THEN STANDING IN THE SHAREHOLDER'S NAME IN THE BOOKS
OF THE CORPORATION. ON ANY MATTER SUBMITTED TO A VOTE OF
SHAREHOLDERS, ALL SHARES OF THE CORPORATION THEN ISSUED AND
OUTSTANDING AND ENTITLED TO VOTE, IRRESPECTIVE OF THE CLASS,
SHALL BE VOTED IN THE AGGREGATE AND NOT BY CLASS, EXCEPT (1) WHEN
OTHERWISE EXPRESSLY PROVIDED BY THE MARYLAND GENERAL CORPORATION
LAW OR (2) WHEN REQUIRED BY THE INVESTMENT COMPANY ACT OF 1940,
AS AMENDED, SHARES SHALL BE VOTED BY INDIVIDUAL CLASS; AND (3)
WHEN THE MATTER DOES NOT AFFECT ANY INTEREST OF A PARTICULAR
CLASS, THEN ONLY SHAREHOLDERS OF THE AFFECTED CLASS OR CLASSES
SHALL BE ENTITLED TO VOTE THEREON.
(B) EACH CLASS OF STOCK OF THE CORPORATION SHALL HAVE THE
FOLLOWING POWERS, PREFERENCES AND PARTICIPATING, VOTING, OR OTHER
SPECIAL RIGHTS AND THE QUALIFICATIONS, RESTRICTIONS, AND
LIMITATIONS THEREOF SHALL
BE AS FOLLOWS.
(1) ALL CONSIDERATION RECEIVED BY THE CORPORATION
FOR THE ISSUE OR SALE OF STOCK OF EACH CLASS, TOGETHER WITH ALL
INCOME, EARNINGS, PROFITS, AND PROCEEDS THEREOF, INCLUDING ANY
PROCEEDS DERIVED FROM THE SALE, EXCHANGE OR LIQUIDATION THEREOF,
AND ANY FUNDS OR PAYMENTS DERIVED FROM ANY REINVESTMENT OF SUCH
PROCEEDS IN WHATEVER FORM THE SAME MAY BE, SHALL IRREVOCABLY
BELONG TO THE CLASS OF SHARES OF STOCK WITH RESPECT TO WHICH SUCH
ASSETS, PAYMENTS OR FUNDS WERE RECEIVED BY THE CORPORATION FOR
ALL PURPOSES, SUBJECT ONLY TO THE RIGHTS OF CREDITORS, AND SHALL
BE SO HANDLED UPON THE BOOKS OF ACCOUNT OF THE CORPORATION. SUCH
ASSETS,
PAGE 1 OF 5 PAGES
INCOME, EARNINGS, PROFITS AND PROCEEDS THEREOF, INCLUDING ANY
PROCEEDS DERIVED FROM THE SALE, EXCHANGE OR LIQUIDATION THEREOF
AND ANY ASSETS DERIVED FROM ANY REINVESTMENT OF SUCH PROCEEDS, IN
WHATEVER FORM THE SAME MAY BE, ARE HEREIN REFERRED TO AS "ASSETS
BELONGING TO" SUCH CLASS.
(2) THE BOARD OF DIRECTORS MAY FROM TIME TO TIME
DECLARE AND PAY DIVIDENDS OR DISTRIBUTIONS, IN STOCK OR IN CASH,
ON ANY OR ALL CLAS$ES OF STOCK, THE AMOUNT OF SUCH DIVIDENDS AND
THE PAYMENT OF THEM BEING WHOLLY IN THE DISCRETION OF THE BOARD
OF DIRECTORS.
(I) DIVIDENDS OR DISTRIBUTIONS ON SHARES OF
ANY CLASS OF STOCK SHALL BE PAID ONLY OUT OF EARNINGS, SURPLUS,
OR OTHER LAWFULLY AVAILABLE ASSETS BELONGING TO SUCH CLASS.
(II) INASMUCH AS ONE GOAL OF THE CORPORATION
IS TO QUALIFY AS A "REGULATED INVESTMENT COMPANY" UNDER THE
INTERNAL REVENUE CODE OF 1954, AS AMENDED, OR ANY SUCCESSOR OR
COMPARABLE STATUTE THERETO, AND REGULATIONS PROMULGATED
THEREUNDER; AND INASMUCH AS THE COMPUTATION OF NET INCOME AND
GAINS FOR FEDERAL INCOME TAX PURPOSES MAY VARY FROM THE
COMPUTATION THEREOF ON THE BOOKS OF THE CORPORATION, THE BOARD OF
DIRECTORS SHALL HAVE THE POWER IN ITS DISCRETION TO DISTRIBUTE IN
ANV FISCAL YEAR AS DIVIDENDS, INCLUDING DIVIDENDS DESIGNATED IN
WHOLE OR IN PART AS CAPITAL GAIN DISTRIBUTIONS, AMOUNTS
SUFFICIENT, IN THE OPINION OF THE BOARD OF DIRECTORS, TO ENABLE
THE CORPORATION TO QUALIFY AS A REGULATED INVESTMENT COMPANY AND
TO AVOID LIABILITY FOR THE CORPORATION FOR FEDERAL INCOME TAX IN
RESPECT OF THAT YEAR. IN FURTHERANCE, AND NOT IN LIMITATION OF
THE FOREGOING, IN THE EVENT THAT A CLASS OF SHARES HAS A NET
CAPITAL LOSS FOR A FISCAL YEAR, AND TO THE EXTENT THAT THE NET
CAPITAL LOSS OFFSETS NET CAPITAL GAINS FROM THE OTHER CLASS, THE
AMOUNTS TO BE DEEMED AVAILABLE FOR DISTRIBUTION TO THE CLASS WITH
THE NET CAPITAL GAIN SHALL BE REDUCED BY THE AMOUNT OF OFFSET.
THE SHAREHOLDERS OF THE CLASS WITH THE NET CAPITAL GAIN SHALL BE
ENTITLED TO A FULL DISTRIBUTION OF THE NET INCOME AND THE NET
CAPITAL GAIN TO THE EXTENT EARNED OR REALTZED. IF THE NET
CAPITAL LOSS OF A CLASS EXCEEDS THE NET CAPITAL GAIN FROM ANOTHER
CLASS, THE EXCESS LOSS SHALL NOT REDUCE THE NET INVESTMENT INCOME
AVAILABLE FOR DISTRIBUTION TO THE CLASS WITH THE LOSS, BUT SHALL
BE CARRIED FORWARD.
(3) IN THE EVENT OF THE LIQUIDATION OR DISSOLUTION
OF THE CORPORATION, SHAREHOLDERS OF EACH CLASS SHALL BE ENTITLED
TO RECEIVE, AS A CLASS, OUT OF THE ASSETS OF THE CORPORATION
AVAILABLE FOR DISTRIBUTION TO SHAREHOLDERS, BUT OTHER THAN
GENERAL ASSETS NOT BELONGING TO ANY PARTICULAR CLASS OF STOCK,
THE ASSETS BELONGING TO SUCH CLASS; AND THE ASSETS SO
DISTRIBUTABLE TO THE SHAREHOLDERS OF ANY CLASS SHAL.L
BEDISTRIBUTED AMONG SUCH SHAREHOLDERS IN PROPORTION TO THE NUMBER
OF SHARES OF SUCH CLASS HELD BY THEM AND RECORDED ON THE BOOKS OF
THE CORPORATION.IN THE EVENT THAT THERE ARE ANY GENERAL ASSETS
NOT BELONGING TO ANY PARTICULAR CLASS OF STOCK AND AVAILABLE FOR
DISTRIBUTION, SUCH DISTRIBUTION SHALL BE MADE TO THE HOLDERS OF
STOCK OF ALL CLASSES IN PROPORTION TO THE ASSET VALUE OF THE
RESPECTIVE CLASSES DETERMINED AS HEREINAFTER PROVIDED.
(4) THE ASSETS BELONGING TO ANY CLASS OF STOCK
SHALL BE CHARGED WITH THE LIABILITIES IN RESPECT TO SUCH CLASS,
AND SHALL ALSO BE
PAGE 2 OF 5 PAGES
CHARGED WITH ITS SHARE OF THE GENERAL LIABILITIES OF THE
CORPORATION, IN PROPORTION TO THE ASSET VALUE OF THE RESPECTIVE
CLASSES DETERMINED AS HEREINAFTER SET OUT. THE DETERMINATION OF
THE BOARD OF DIRECTORS SHALL. BE CONCLUSIVE AS TO THE AMOUNT OF
LIABILITIES, INCLUDING ACCRUED EXPENSES AND RESERVES, AS TO THE
ALLOCATION OF THE SAME TO A GIVEN CLASS, AND AS TO WHETHER THE
SAME OR GENERAL ASSETS OF THE CORPORATION ARE ALLOCABLE TO ONE OR
MORE CLASSES.
(C) EACH HOLDER OF ANY CLASS OF STOCK OF THE
CORPORATION, WHO SHALL SURRENDER HIS CERTIFICATE IN GOOD DELIVERY
FORM TO THE CORPORATION OR WHO, IF THE SHARES IN QUESTION ARE NOT
REPRESENTED BY CERTIFICATES, SHALL DELIVER TO THE CORPORATION A
WRITTEN REQUEST IN GOOD ORDER SIGNED BY THE SHAREHOLDER, SHALL BE
ENTITLED TO REQUIRE THE CORPORATION, TO THE EXTENT THAT THE CLASS
OF STOCK IN QUESTION HAS ASSETS LAWFULLY AVAILABLE THEREFORE AND
OUT OF SUCH ASSETS, BUT NOT OTHERWISE, TO REDEEM ALL OR ANY PART
OF THE SHARES OF SUCH STOCK STANDING IN THE NAME OF SUCH HOLDER
ON THE BOOKS OF THE CORPORATION, AT THE NET ASSET VALUE OF SUCH
SHARES, DETERMINED IN THE MANNER AND AS OF THE TIME, AND PAYABLE
AS PROVIDED IN THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED.
THE CORPORATION SHALL MAKE PAYMENT FOR ANY SUCH SHARES TO BE
REDEEMED AS AFORESAID, IN CASFI, OR IF IN THE OPINION OF THE
BOARD OF DIRECTORS, WHICH SHALL BE CONCLUSIVE, CONDITIONS EXIST
WHICH MAKE PAYMENT WHOLLY IN CASH UNWISE OR UNDESIRABLE, THE
CORPORATION MAY MAKE PAYMENT WHOLLY OR PARTLY IN SECURITIES OR
OTHER PROPERTY BELONGING TO THE CLASS, THE VALUE OF WHICH SHALL
BE DETERMINED AND IN THE MANNER HEREINAFTER PROVIDED. THE
CORPORATION MAY, TO THE EXTENT NECESSARY, SELL OR CAUSE TO BE
SOLD ANY SECURITIES BELONGING TO THE CLASS TO PROVIDE CASH FOR
SUCH REDEMPTION BY IT OF THE SHARES OF SUCH CLASS.
(1) THE BOARD OF DIRECTORS OF THE CORPORATION MAY,
IN ACCORDANCE WITH THE INVESTMENT COMPANY ACT OF 1940, AS
AMENDED, SUSPEND THE RIGHT OF THE HOLDERS OF ANY CLASS OF STOCK
OF THE CORPORATION TO REQUIRE THE CORPORATION TO REDEEM SHARES OF
SUCH CLASS.
(2) THE BOARD OF DIRECTORS, IN THE ECONOMIC BEST
INTEREST OF THE CORPORATION AND IN ORDER TO REDUCE THE
DISPROPORTIONATELY BURDENSOME EXPENSES IN SERVICING SHAREHOLDER
ACCOUNTS, MAY FROM TIME TO TIME, ESTABLISH UNIFORM STANDARDS WITH
RESPECT TO THE MINIMUM VALUE OF A STOCKHOLDER ACCOUNT OR A
MINIMUM INVESTMENT WHICH MAY BE MADE BY A STOCKHOLDER. THE BOARD
OF DIRECTORS, BY RESOLUTION AND WITHOUT THE VOTE OR CONSENT OF
STOCKHOLDERS, MAY REQUIRE THAT THE AGGREGATE NET ASSET Value OF A
STOCKHOLDER ACCOUNT SHALL NOT BE LESS THAN THE MINIMUM INITIAL
INVESTMENT REQUIREMENT OF THE CORPORATION AT THE TIME OF THE
RESOLUTION. THE RESOLUTION MAY AUTHORIZE THE CORPORATION TO CLOSE
THOSE STOCKHOLDER ACCOUNTS NOT MEETING THE SPECIFIED MINIMUM
STANDARD OF VALUE BY REDEEMING ALL OF THE SHARES IN SUCH
ACCOUNTS, PROVIDED THERE IS MAILED TO EACH AFFECTED STOCKHOLDER
ACCOUNT, AT LEAST SIXTY (60) DAYS PRIOR TO THE PLANNED REDEMPTION
DATE, A NOTICE SETTING FORTH THE MINIMUM ACCOUNT SIZE REQUIREMENT
AND THE DATE ON WHICH THE ACCOUNT WILL BE CLOSED IF THE MINIMUM
SIZE REQUIREMENT IS NOT MET PRIOR TO SAID CLOSING DATE.
(D) EACH HOLDER OF ANY CLASS OF STOCK OF THE
CORPORATION, WHO SURRENDERS HIS CERTIFICATE IN GOOD DELIVERY FORM
TO THE CORPORATION OR, IF THE SHARES IN QUESTION ARE NOT
REPRESENTED BY CERTIFICATES, WHO DELIVERS
PAGE 3 OF 5 PAGES
TO THE CORPORATION A WRITTEN REQUEST IN GOOD ORDER SIGNED BY
THESHAREHOLDER, SHALL BE ENTITLED TO CONVERT THE SHARES IN
QUESTION ON THE BASIS HEREINAFTER SET FORTH, INTO SHARES OF STOCK
OF ANY OTHER CLASS OF THE CORPORATION. THE CORPORATION SHALL
DETERMINE THE NET ASSET VALUE, AS HEREINAFTER DEFINED, OF THE
SHARES TO BE CONVERTED AND SHALL DEDUCT THEREFROM SUCH CONVERSION
COST, HEREINAFTER DESCRIBED AND, WITHIN FIVE (5) BUSINESS DAYS
AFTER SUCH SURRENDER AND PAYMENT, SHALL ISSUE TO THE SHAREHOLDER
SUCH NUMBER OF SHARES OF STOCK OF THE CLASS DESIRED, TAKEN AT THE
NET ASSET VALUE THEREOF DETERMINED IN THE SAME MANNER AND AT THE
SAME TIME AS THAT OF THE SHARES SURRENDERED, WHICH SHALL EQUAL
THE NET ASSET VALUE OF THE SHARES SURRENDERED LESS CONVERSION
COST AS AFORESAID. ANY AMOUNT REPRESENTING A FRACTION OF A SHARE
MAY BE PAID IN CASH AT THE OPTION OF THE CORPORATION. THE
CONVERSION COST ABOVE MENTIONED SHALL BE DETERMINED BY ADDING A
TRANSACTION CHARGE AS DETERMINED BY TFIE BOARD OF DIRECTORS. THE
TRANSACTION CHARGE MAY BE PAID AND/OR ASSIGNED BY THE CORPORATION
TO THE UNDERWRITER AND/OR ANY OTHER AGENCY, AS IT MAY ELECT. UPON
ANY CONVERSION TAKING PLACE, PROPER TRANSFER SHALL BE MADE
BETWEEN THE ASSETS BELONGING TO THE RESPECTIVE CLASSES OF STOCK.
THE BOARD OF DIRECTORS MAY LIMIT THIS CONVERSION PRIVILEGE TO
SHARES WHICH HAVE BEEN HELD FOR SUCH REASONABLE PERIOD OF TIME AS
THE DIRECTORS MAY DETERMINE.
(E) THE AGGREGATE NET ASSET VALUE PER SHARE OF A CLASS
OF THE CORPORATION'S CAPITAL STOCK SHALL BE DETERMINED IN
ACCORDANCE WITH THE INVESTMENT COMPANY ACT OF 1940 AS AMENDED,
AND WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, BY ADDING THE
MARKET OR APPRAISED VALUE OF ALL SECURITIES, CASH AND OTHER
ASSETS OF THE CORPORATION PERTAINING TO THAT CLASS, SUBTRACTING
THE LIABILITIES DETERMINED BY THE BOARD OF DIRECTORS TO BE
APPLICABLE TO THAT CLASS, AND DIVIDING THE NET RESULT BY THE
NUMBER OF SHARES OF THAT CLASS OUTSTANDING. SECURITIES AND OTHER
INVESTMENTS AND ASSETS WILL BE VALUED AT FAIR VALUE AS DETERMINED
IN GOOD FAITH BY THE BOARD OF DIRECTORS.
THIRD: The shares aforesaid have been duly classified by the
board of directors pursuant to authority and power contained in
the charter of the Corporation.
IN WITNESS WHEREOF, The UMB MONEY MARKET FUND, INC. has caused
these presents to be signed in its name and on its behalf by its
President and witnessed (or attested) by its Secretary on July
20, 1982.
UMB MONEY MARKET FUND, INC
/s/Robert C. Puff, Jr.
President, Robert C. Puff, Jr.
Witness: (Attest)
/s/Jacqueline B. Willhite
Jacqueline B. Willhite,
Secretary
PAGE 4 OF 5 PAGES
THE UNDERSIGNED, President of UMB MONEY MARKET FUND, INC., who
executed on behalf of said corporation the foregoing Articles
Supplementary to the Charter, of which this certificate is made a
part, hereby acknowledges, in the name and on behalf of said
corporation, the foregoing Articles Supplementary to be the
corporate act of said corporation and further certifies that, to
the best of his knowledge, information and belief, the matters
and facts set forth therein with respect to the approval thereof
are true in all material respects, under the penalties of
perjury.
/s/Robert C. Puff, Jr.
PAGE 5 OF 5 PAGES
EX99.23(a)(3)(C)
Articles of Revival
First: The name of the corporation at the time the charter was
forfeited was UMB MONEY MARKET FUND, INC.
Second: The name which the corporation will use after revival is
UMB MONEY MARKET FUND, INC.
Third: The name and address of the resident agent are
the Corporation Trust, Inc. 32 South St, Baltimore MD. 21202
Fourth: These Articles of Revival are for the purpose of
reviving the charter of the corporation.
Fifth: At or prior to the filing of these Articles of Revival,
the corporation has:
(a) Paid all fees required by law;
(b) Filed all annual reports which should have been filed by
the corporation if its charter had not been forfeited;
(c) Paid all state and local taxes, except taxes on real
estate, and all interest and penalties due by the
corporation or which would have become due if the charter
had not been forfeited whether or not barred by limitations.
Sixth: The address of the principal office in this state is C/O
the Corporation Trust Incorporated, 32 South Street, Baltimore,
Maryland, 21202.
The undersigned who were respectively the last acting president
and the treasurer of the corporation severally acknowledge the
Articles to be their act.
/s/Larry D. Armel
Larry D. Armel
Last Acting President
/s/Stephen R. Ross
Stephen R. Ross
Last Acting Treasurer
AFFIDAVIT FOR REVIVAL OF A CHARTER
State of Missouri)
) S.S.
County of Jackson)
I, Larry D. Armel, President of UMB MONEY MARKET FUND, INC.,
hereby declare that the previously mentioned corporation has paid
all State and local taxes except taxes on real estate, and all
interest and penalties due by the corporation or which would have
become due if the charter had not been forfeited whether or not
barred by limitations.
/s/Larry D. Armel
Larry D. Armel, President
I hereby certify that on December 26, 1986 before me, the
subscriber, a notary public of the State of Missouri, in and for
Jackson County personally appeared Larry D. Armel and made oath
under the penalties of perjury that the matters and facts set
forth in this affidavit are true to the best of his knowledge,
information and belief.
As witness my hand and notarial seal
/s/Jacqueline B. Willhite
Jacqueline B. Willhite, Notary Public
My Commission expires 2/23/87.
EX99.23(a)(3)(D)
ARTICLES SUPPLEMENTARY
TO ARTICLES OF INCORPORATION
OF
UMB MONEY MARKET FUND, INC.
The SCOUT MONEY MARKET FUND, INC., a Maryland corporation
having its principal office in Baltimore, Maryland (hereinafter
called the "Corporation"), hereby certifies to the State
Department of Assessments and Taxation of Maryland, in accordance
with the requirements of Section 2-208 and 2-208.1 of the
Maryland General Corporation Law that:
FIRST: The Corporation is registered as an open-end
management investment company under the Investment Company Act of
1940.
SECOND: The total number of shares which tile Corporation
currently has authority to issue is One Billion (1,000,000,000)
shares of stock, with a par value of one dollar ($.01) per share,
known as Common Stock and such Common Stock having an aggregate
par value of Ten Million Dollars ($10,000,000), is classified and
allocated into one class as follows:
Number of Shares of Common Stock
Name of Class Initially Classified and Allocated
Federal Portfolio 750,000,000
Prime Portfolio 250,000,000
THIRD: The Board of Directors of the Corporation, at a
meeting duly convened and held on February 11, 1991, adopted
resolutions increasing the authorized capital of the Corporation
by Five Hundred Million (500,000,000) shares of Common Stock with
a par value of one dollar ($.01) per share, to One Billion Five
Hundred Million (1,500,000,000) shares and allocating and
classifying the additional shares as follows:
Number of Shares of Common Stock
Name of Class Initially Classified and Allocated
Prime Portfolio 500,000,000
FOURTH: The shares of the Stock Portfolio series so
classified and allocated shall have all the rights and privileges
as set forth in the Corporation's Articles of Incorporation,
including such priority in the assets and liabilities of such
series as may be provided in such Articles.
FIFTH: The shares of the Prime Portfolio series have been
classified by the Board of Directors pursuant to authority
contained in the Articles of Incorporation of the Corporation.
SIXTH: After giving effect to the increase and to the
allocation, the aggregate par value of all Common Stock of the
Corporation is Fifteen Million Dollars ($15,000,000) and the
total amount of Common Stock, with a par value of one cent ($.01)
per share, allocated to each class is as follows:
Total Number of
Name of Class Shares Allocated
Federal Portfolio 750,000,000
Prime Portfolio 750,000,000
SEVENTH: The total number of shares of capital stock
that the Corporation has authority to issue has been increased by
the Board of Directors in accordance with Section 2-105(c) of the
Maryland General Corporation Law.
IN WITNESS WHEREOF, UMB MONEY MARKET FUND, INC. has
caused these presents to be signed in its name and on its behalf
by its President and attested by its Secretary on February 11,
1991.
UMB MONEY MARKET FUND, INC.
By: /s/Larry D. Armel
Larry D. Armel, President
Attest:
/s/Jacqueline Willhite
Jacqueline Wilhite, Secretary
THE UNDERSIGNED, President of UMB MONEY MARKET FUND, INC.,
who executed on behalf of said Corporation the foregoing Articles
Supplementary to the Articles of Incorporation, of which this
certificate is made a part, hereby acknowledges, in the name and
on behalf of said Corporation, the foregoing Articles
Supplementary to the Articles of Incorporation to be the
corporate act of said Corporation and further certifies that, to
the best of his knowledge, information and belief, the matters
set forth therein with respect to the approval thereof are true
in all material respects, under the penalties of perjury.
/s/Larry D. Armel
Larry D. Armel, President
EX99.23(a)(3)(E)
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
UMB MONEY MARKET FUND, INC.
UMB MONEY MARKET FUND, INC., (the "Corporation"), a Maryland
corporation having its principal office in Baltimore, Maryland,
hereby certifies, in accordance with Section 2-605 of the
Maryland General Corporation Law, to the State Department of
Assessments and Taxation of Maryland that:
ONE: Article SECOND of the Articles of
Incorporation of the Corporation is hereby amended to change the
name of the Corporation to SCOUT MONEY MAKRET FUND, INC.
TWO: The Board of Directors of the Corporation on
February 28, 1995, duly adopted the foregoing amendment to
Article SECOND of the Articles of Incorporation of said
corporation.
IN WITNESS WHEREOF, UMB MONEY MARKET FUND, INC., has caused
these Articles of Amendment to be signed by its President and
attested by its Secretary on April 25, 1995.
UMB MONEY MAREKT FUND, INC.
Attest: /s/Martin A. Cramer By: /s/Larry D. Armel
Martin A. Cramer Larry D. Armel
The Undersigned, Larry D. Armel, President of UMB Money Market
Fund, Inc., who executed on behalf of said corporation the
foregoing Articles of Amendment, of which this certificate is
made a part, hereby acknowledges, in the name and on behalf of
said corporation, the foregoing Articles of Amendment to be the
corporate act of said corporation and further certifies that, to
the best of his knowledge, information and belief, the matters
and facts set forth therein with respect to the approval thereof
are true in all material respects, under the penalties of
perjury.
/s/Larry D. Armel
Larry D Armel, President
EX99.23(a)(3)(F)
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
SCOUT MONEY MARKET FUND, INC.
SCOUT MONEY MARKET FUND, INC., a Maryland corporation having its principal
office in Baltimore, Maryland (hereinafter called the "Corporation"), hereby
certifies to the State Department of Assessments and Taxation of Maryland
that:
FIRST: The Corporation is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended.
SECOND: ARTICLE SECOND of the Corporation's Articles of
Incorporation, as amended ("Articles"), is hereby amended to read as follows:
SECOND: The name of the Corporation is UMB Scout
Money Market Fund, Inc.
THIRD: The amendment to the Articles of the Corporation as set
Forth above has been duly approved by a majority of the entire Board of
Directors of the Corporation as required by law and is limited to a change
permitted by Section 2-605(a)(4) of the Maryland General Corporation Law to
be made without action by the stockholders of the Corporation.
FOURTH: These Articles of Amendment shall become effective on
October 31, 1998.
TN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment be signed in its name and on its behalf on this 12th day of
October, 1998 by its President, who acknowledges that these Articles of
Amendment are the act of the Corporation and that to the best of his
knowledge, information and belief and under penalties of perjury, all matters
and Facts contained herein are true in all material respects.
SCOUT MONEY MARKET FUND, INC.
By: /s/Larry D. Armel
Larry D. Armel, President
Attest: /s/Martin A. Cramer
Martin A. Cramer
Secretary
EX99.23(a)(4)(A)
ARTICLES OF INCORPORATION
OF
UMB TAX-FREE MONEY FUND, INC.
FIRST: I, the undersigned, Robert C. Puff, Jr., whose Post-
Office address is 5529 High Drive, Shawnee Mission, Kansas,
66208, being at least twenty-one years of age, do, under and by
virtue of the general laws of the state of Maryland authorizing
the formation of corporations, associate myself as Incorporator
with the intention of forming a corporation (hereinafter called
the "Corporation").
SECOND: The name of the Corporation is UMB TAX-FREE MONEY
FUND, INC.
THIRD: The purpose for which the Corporation is formed is
to act as an open-end, diversified management investment company
under the Investment Company Act of 1940, as amended, and to
exercise and enjoy all of the powers, rights and privileges
granted to, or conferred upon, corporations of a similar
character by the general laws of the state of Maryland now or
hereafter in force.
FOURTH: The Post-Office address of the principal office of
the Corporation in this state is C/O the Corporation Trust
Incorporated, First Maryland Building, 25 South Charles Street,
Baltimore, Maryland, 21201. The name of the Resident Agent of
the Corporation in this state is the Corporation Trust
Incorporated, a corporation of this state, and the Post-office
address of the Resident Agent is First Maryland Building, 25
South Charles Street, Baltimore, Maryland, 21201
FIFTH: The total number of shares of all classes of stock
which the Corporation shall have authority to issue is
1,000,000,000 shares of a par value of one cent ($0.01) per share
and an aggregate par value of $10,000,000. The number of the
shares of stock of each class is such number, if any, of shares
of unissued stock as is classified or reclassified into such
class by the Corporation's Board of Directors pursuant to the
authority contained in Section 2-105 of the Maryland General
Corporation Law as filed by the Corporation as Articles
Supplementary under Section 2-108 of the Maryland General
Corporation Law (or any successor provisions). The Board of
Directors of the Corporation shall have the power to classify or
reclassify unissued shares into one or more classes which
together with the issued shares of stock of the corporation shall
have such designations as the board may determine and (subject to
any applicable rule, regulation or order of the Securities and
Exchange Commission or other applicable law or regulation) shall
have such preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications, terms
and conditions of redemption and other characteristics as the
Board may determine (or in the absence of contrary determination,
such as set forth herein). At any time when there are no shares
outstanding or subscribed for a particular class previously
established and designated by the Board of Directors, the class
may be liquidated by similar means. If the Board so determines,
one or more classes of stock may be treated for all purposes
other than dividends as if all shares of such classes were shares
of one class. The dividends payable to the holders of any class
(subject to any applicable rule, regulation or order of the
Securities-and Exchange Commission or any other applicable law or
regulation) shall be determined by the Board and need not be
individually declared, but may be declared and paid in accordance
with a formula adopted by the Board. Each share of a class shall
have equal rights with each other share of that class of stock
with respect to the assets of the Corporation pertaining to that
class. Any fractional shares of capital stock issued by the
corporation shall have proportionately, all the rights of full
shares. Except as otherwise provided herein, all references in
these articles of incorporation to capital stock or class of
stock shall apply without discrimination to the shares of each
class of stock.
(A) The holders of each share of stock of the Corporation
shall be entitled to one vote for each full share, and a
fractional vote for each fractional share of stock, irrespective
of the class then standing in his or her name in the books of the
Corporation. On any matter submitted to a vote of shareholders,
all shares of the Corporation then issued and outstanding and
entitled to vote, irrespective of the class, shall be voted in
the aggregate and not by class, except (1) when otherwise
expressly provided by the Maryland General Corporation Law or (2)
when required by the Investment Company Act of 1940, as amended,
shares shall be voted by individual class; and (3) when the
matter does not affect any interest of a particular class, then
only shareholders of the affected class or classes shall be
entitled to vote thereon.
(B) Each class of stock of the Corporation shall have the
following powers, preferences and participating, voting, or other
special rights and the qualifications, restrictions, and
limitations thereof shall be as follows:
(1) All consideration received by the Corporation for the
issue or sale of stock of each class, together with all income,
earnings, profits, and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation thereof, and any
funds or payments derived from any reinvestment of such proceeds
in whatever form the same may be, shall irrevocably belong to the
class of shares of stock with respect to which such assets,
payments or funds were received by the Corporation for all
purposes, subject only to the rights of creditors, and shall be
so handled upon the books of account of the Corporation. Such
assets, income, earnings, profits and proceeds thereof, including
any proceeds derived from the sale, exchange or liquidation
thereof and any assets derived from any reinvestment of such
proceeds, in whatever form the same may be, are herein referred
to as "assets belonging to" such class.
(2) The Board of Directors may from time to time declare
and pay dividends or distributions, in stock or in cash, on any
or all classes of stock, the amount of such dividends and the
payment of them being wholly in the discretion of the Board of
Directors.
(I) Dividends or distributions on shares of any class of
stock shall be paid only out of earnings, surplus, or other
lawfully available assets belonging to such class.
(II) Inasmuch as one goal of the corporation is to qualify
as a "regulated investment company" under the Internal Revenue
Code of 1954, as amended, or any successor or comparable statute
thereto, and regulations promulgated thereunder; and inasmuch as
the computation of net income and gains for federal income tax
purposes may vary from the computation thereof on the books of
the corporation, the Board of Directors shall have the power in
its discretion to distribute in any fiscal year as dividends,
including designated in whole or in part as capital gain
distributions, amounts sufficient, in the opinion of the Board of
Directors, to enable the Corporation to qualify as a regulated
investment company and to avoid liability for the Corporation for
federal income tax in respect of that year. In furtherance, and
not in limitation of the foregoing, in the event that a class of
shares has a net capital loss for a fiscal year, and to the
extent that the net capital loss offsets net capital gains from
another class, the amounts to be deemed available for
distribution to the class with the net capital gain shall be
reduced by the amount of offset. The shareholders of the class
with the net capital gain shall be entitled to a full
distribution of the net income and the net capital gain to the
extent earned or realized. If the net capital loss of a class
exceeds the net capital gain from another class, the excess loss
shall not reduce the net investment income available for
distribution to the class with the loss, but shall be carried
forward.
(3) In the event of the liquidation or dissolution of the
Corporation, shareholders of each class shall be entitled to
receive, as a class, out of the assets of the Corporation
available for distribution to shareholders, but other than
general assets not belonging to any particular class of stock,
the assets belonging to such class; and the assets so
distributable to the shareholders of any class shall be
distributed among such shareholders in proportion to the number
of shares of such class held by them and recorded on the books of
the Corporation. In the event that there are any general assets
not belonging to any particular class of stock and available for
distribution, such distribution shall be made to the holders of
stock of all classes in proportion to the asset value of the
respective classes determined as hereinafter provided.
(4) The assets belonging to any class of stock shall be
charged with the liabilities in respect to such class, and shall
also be charged with its share of the general liabilities of the
Corporation, in proportion to the asset value of the respective
classes determined as hereinafter set out. The determination of
the Board of Directors shall be conclusive as to the amount of
liabilities, including accrued expenses and reserves, as to the
allocation of the same as to a given class, and as to whether the
same or general assets of the Corporation are allocable to one or
more classes.
(C) Each holder of any class of stock of the Corporation,
who shall surrender his certificate in good delivery form to the
Corporation or who, if the shares in question are not represented
by certificates, shall deliver to the Corporation a written
request in good order signed by the shareholder, shall be
entitled to require the Corporation, to the extent that the class
of stock in question has assets lawfully available therefor and
out of such assets, but not otherwise, to redeem all or any part
of the shares of such stock standing in the name of such holder
on the books of the Corporation, at the net asset value of such
shares, determined in the manner and as of the time, and payable
as provided in the Investment Company Act of 1940, as amended.
The Corporation shall make payment for any such shares to be
redeemed as aforesaid, in cash, or if in the opinion of the Board
of Directors, which shall be conclusive, conditions exist which
make payment wholly in cash unwise or undesirable, the
Corporation may make payment wholly or partly in securities
belonging to the class to provide for such redemption by it of
the shares of such class.
(1) The Board of Directors of the Corporation may, in
accordance with the Investment Company Act of 1940, as amended,
suspend the right of the holders of any class of stock of the
Corporation to require the Corporation to redeem shares of such
class.
(2) The Board of Directors, in the economic best interest
of the Corporation and in order to reduce the disproportionately
burdensome expenses in servicing shareholder accounts, may from
time to time, establish uniform standards with respect to the
minimum value of a stockholder account or a minimum investment
which may be made by a stockholder. The Board of Directors, by
resolution and without the vote or consent of stockholders, may
require that the aggregate net asset value of a stockholder
account shall not be less than the minimum initial investment
requirement of the Corporation at the time of the resolution.
The resolution may authorize the Corporation to close those
stockholder accounts not meeting the specified minimum standards
of value by redeeming all of the shares in such accounts,
provided there is mailed to each affected stockholder account, at
least sixty (60) days prior to the planned redemption date, a
notice setting forth the minimum account size requirement and the
date on which the account will be closed if the minimum size
requirement is not met prior to said closing date.
(D) Each holder of any class of stock of the Corporation,
who surrenders his certificate in good delivery form to the
Corporation or, if the shares in question are not represented by
certificates, who delivers to the Corporation a written request
in good order signed by the shareholder, shall be entitled to
convert the shares in question on the basis hereinafter set
forth, into shares of stock of any other class of the
Corporation. The Corporation shall determine the net asset
value, as hereinafter defined, of the shares to be converted and
shall deduct therefrom such conversion cost, hereinafter
described and within five (5) business days after such surrender
and payment, shall issue to the shareholder such number of shares
of stock of the class desired taken at the net asset value
thereof determined in the same manner and at the same time as
that of the shares surrendered, which shall equal the net asset
value of the shares surrendered less conversion cost as
aforesaid. Any amount representing a fraction of a share may be
paid in cash at the option of the Corporation. The conversion
cost above mentioned shall be determined by adding a transaction
charge as determined by the Board of Directors. The transaction
charge may be paid and/or assigned by the Corporation to the
underwriter and/or any other agency, as it may elect. Upon any
conversion taking place, proper transfer shall be made between
the assets belonging to the respective classes of stock. The
Board of Directors may limit this conversion privilege to shares
which have been held for such reasonable period of time as the
Directors may determine.
(E) The aggregate net asset value per share of a class of
the Corporation's capital stock shall be determined in accordance
with the Investment Company Act of 1940, as amended, and with
generally accepted accounting principles, by adding the market or
appraised value of all securities, cash and other assets of the
Corporation pertaining to that class, subtracting the liabilities
determined by the Board of Directors to be applicable to that
class, and dividing the net result by the number of shares of the
class outstanding. Securities and other investments and assets
will be valued at fair value as determined in good faith by the
Board of Directors.
SIXTH: The shares of stock of the Corporation may be
issued to such persons and at such prices from time to time as
the Board of Directors may determine. Such issuance shall be on
a non-assessable basis. No holder of shares of stock shall have
preemptive rights and the Corporation shall have the right to
issue and sell to any person or persons and shares of its stock
or any option rights exercisable for, or securities convertible
into shares of its stock without first offering such shares,
rights or securities to the holders of any shares.
SEVENTH: The number of Directors of the Corporation and
their terms of office shall be determined from time to time by
the Directors pursuant to the by-laws of the Corporation. Such
number initially shall be three and shall never be less than
three. The names of the initial Directors are:
Alfred J. Hoffman
Stuart Wien
Forest Cloud
who shall serve until the 1983 annual meeting of stockholders, or
until his successor shall have been duly elected and shall have
qualified;
William C. Hisey
William E. Hoffman
who shall serve until the 1984 annual meeting of stockholders, or
until his successor shall have been duly elected and shall have
qualified;
Robert C. Puff, Jr.
W. A. Tholen
who shall serve until the 1985 annual meeting of stockholders, or
until his successor shall have been duly elected and shall have
qualified.
(A) If a vacancy occurs on the Board of Directors by reason
of death, resignation, or otherwise, the Board of Directors may
fill such vacancy for the remainder of the unexpired term by
majority vote of the remaining directors; provided that after
filling any such vacancy, at least two thirds of the Directors
shall have been elected by the stockholders, and provided further
that if at any time less than a majority of the Directors then
holding office were elected by the stockholders, a stockholders'
meeting shall be called as promptly as possible and, in any
event, within sixty days, for the purpose of electing Directors
to fill existing vacancies.
EIGHTH: The Corporation is expressly empowered as follows:
(A) The Corporation may enter into a written contract or
contracts with any person, including any firm, corporation,
trust, or association in which any officer, other employee,
director or stockholder of this corporation may be interested,
providing for a delegation of the management of all or part of
this corporation's securities portfolio (or portfolios) and also
for the delegation of the performance of administrative corporate
functions, subject always to the direction of the Board of
Directors of this corporation. The compensation payable by this
corporation under such contracts shall be such as is deemed fair
and equitable to both parties by the said Board of Directors.
Each such contract shall in all respects be consistent with and
subject to the requirements of the Investment Company Act of
1940, as amended, as then in effect and regulations of the
Securities and Exchange Commission or any succeeding governmental
authority promulgated thereunder.
(B) The Corporation may appoint one or more distributors or
agents or both for the sale of the shares of the Corporation, may
allow such person or persons a commission on the sale of such
shares, and may enter into such contract or contracts with such
person or persons as the Board of Directors of this Corporation
in its discretion may deem reasonable and proper. Any such
contract or contracts for the sale of the shares of this
corporation may be made with any person even though such person
may be an officer, other employee, director or stockholder of
this corporation or a corporation, partnership, trust or
association in which any such officer, other employee, director
or stockholder may be interested, or such person may be the same
as that person retained pursuant to the powers granted in Section
(A) of this Article EIGHTH. Each such contract shall in all
respects be consistent with and subject to the requirements of
the Investment Company Act of 1940, as amended, as then in effect
and regulations of the Securities and Exchange Commission or any
succeeding governmental authority promulgated
thereunder.
(C) The Corporation may employ such custodian or custodians
for the safekeeping of the property of the corporation and of its
shares, such dividend disbursing agent or agents, and such
transfer agent or agents and registrar or registrars for its
shares, and may make and perform such contracts for the aforesaid
purposes as in the opinion of the Board of Directors of this
Corporation may be reasonable, necessary or proper for the
conduct of the affairs of the Corporation, and may pay the fees
and disbursements of such custodians, dividend disbursing agents,
transfer agents, and registrars out of the income and/or any
other property of the Corporation. Notwithstanding any other
provisions of these Articles of Incorporation or the by-laws of
the Corporation, the Board of Directors may cause any or all of
the property of the Corporation to be transferred to, or be
acquired and held in the name of, a custodian so appointed or any
nominees of this Corporation or nominee or nominees of such
custodian satisfactory to the Board of Directors of this
Corporation.
(D) The same person, partnership (general or limited),
association, trust or corporation may be employed in any multiple
capacity under subsections (A, (B) and (C) of this article EIGHTH
and may receive compensation from the Corporation in as many
capacities in which such person, partnership (general or
limited), association, trust or corporation shall serve the
Corporation.
NINTH: (A) The Corporation shall indemnify any person who
was or is a party, or is threatened to be made a party, to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in right of the Corporation), by reason of
the fact that he is or was a director or officer of the
Corporation, or is or was serving at the request of the
Corporation as a director or officer of another corporation,
partnership, joint venture, trust, association or other
enterprise, against expenses (including attorney's fees),
judgements, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the Corporation, and, with respect to any criminal action or
proceeding, has no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by
judgement, order, settlement or conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in, or not opposed to,
the best interests of the Corporation, and, with respect to any
criminal action or proceeding, did not have reasonable cause to
believe that his conduct was unlawful.
(B) The Corporation shall indemnify any person who was or
is a party, or is threatened to be made a party, to any
threatened or completed action, suit or proceeding by or in the
right of the Corporation to procure a judgement in its favor by
reason of the fact that he is or was a director or officer of the
Corporation, or is or was serving at the request of the
Corporation as a director or officer of another corporation,
partnership, trust, joint venture, association or other
enterprise against expenses (including attorneys' fees actually
and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation; except that no such
indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his
duty to the Corporation, unless and only to the extent that a
court shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.
(C) To the extent that a director or officer of the
Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in
subsections (A) and (B), or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by
him in connection therewith.
(D) Any indemnification under subsections (A) and (B)
(unless ordered by a court of competent jurisdiction) shall be
made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the director or
officer is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (A) and
(B) of this article NINTH. Such determination shall be made by
the Board of Directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit or
proceeding, or if such a quorum is not obtainable, or even if
obtainable, a quorum of directors who are not "interested
persons" as defined in the Investment Company Act of 1940, as
amended, so directs, by independent legal counsel in a written
opinion, or if such written opinion is not obtainable, by vote of
the stockholders at the annual meeting or a special meeting
called for that purpose.
(E) Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or
proceeding as authorized by the Board of Directors in the
specific case upon receipt of any undertaking by or on behalf of
the director or officer to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by
the Corporation as authorized in this article NINTH.
(F) The indemnification provided by this article NINTH
shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any by-law,
agreement, vote of stockholders or directors who are not
"interested persons" as defined in the Investment Company Act of
1940, as amended, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a
director or officer and shall inure to the benefit of the heirs,
executors, and administrators of such person.
(G) The Corporation may purchase and maintain insurance on
its behalf and on behalf of any person who is or was a director
or officer of the Corporation, or is or was serving at the
request of the corporation as a director or officer of another
corporation, partnership, trust, joint venture, association or
other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the
provisions of this article NINTH.
(H) Anything to the contrary in the foregoing clauses (A)
through (G) of this article NINTH notwithstanding, no director or
officer shall be indemnified against any liability to the
corporation or to its security holders to which he would
otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in
the conduct of his office.
TENTH: In furtherance, and not in limitation, of the
powers conferred by the laws of the state of Maryland, the Board
of Directors is expressly authorized:
(A) To make, alter or repeal the by-laws of the
Corporation, except where such power is reserved by the by-laws
to the stockholders, and except as otherwise required by the
Investment Company Act of 1940, as amended.
(B) From time to time to determine whether and to what
extent and at what times and places and under what conditions and
regulations the books and accounts of the Corporation, or any of
them other than the stock ledger, shall be open to the inspection
of the stockholder, and no stockholder shall have any right to
inspect any account or book or document of the Corporation,
except as conferred by law or authorized by resolution of the
Board of Directors or of the stockholders.
(C) To authorize and issue obligations of the Corporation,
secured and unsecured, without assent or vote of the
stockholders, as the Board of Directors may determine, and to
authorize and cause to be executed mortgages and liens upon the
property of the Corporation, real and/or personal, but only to
the extent permitted by the fundamental policies of the
Corporation set out in its registration statement filed with the
Federal Securities and Exchange Commission or any succeeding
governmental authority, pursuant to the Investment Company Act of
1940, as amended.
(D) In addition to the powers and authorities granted
herein and by statute expressly conferred upon it, the Board of
Directors is authorized to exercise all such powers and do all
such acts and things as may be exercised or done by the
Corporation, subject, nevertheless, to the provisions of Maryland
law, these Articles of Incorporation, and the by-laws of the
Corporation.
ELEVENTH: The books of the Corporation may be kept (subject
to any provisions of Maryland law) outside the state of Maryland
at such place or places as may be designated from time to time by
the Board of Directors or in the by-laws of the Corporation.
Elections of directors need not be by ballot unless the by-laws
of the Corporation so provide.
TWELFTH: The Corporation reserves the right to amend,
alter, change or repeal any provision contained in these Articles
of Incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.
THIRTEENTH: Notwithstanding any provision of Maryland law
requiring more than a majority vote of the common stock in
connection with any corporate action including, but not limited
to, amendment of these Articles of Incorporation, unless
otherwise provided in these Articles of Incorporation the
Corporation may take or authorize such action upon the favorable
vote of the holders of a majority of the outstanding shares of
common stock.
FOURTEENTH: The duration of the Corporation shall be
perpetual.
IN WITNESS WHEREOF, the undersigned Incorporator of the UMB
TAX-FREE MONEY FUND, INC. who executed the foregoing Articles of
Incorporation hereby acknowledges that to the best of his
knowledge the matters and facts set forth herein are true in all
material respects under penalties of perjury.
Dated the 27th day of July, 1982.
/s/Robert C. Puff, Jr.
Robert C. Puff, Jr.
EX99.23(a)(4)(B)
Articles of Revival
First: The name of the corporation at the time the charter was
forfeited was UMB TAX-FREE MONEY MARKET FUND, INC.
Second: The name which the corporation will use after revival is
UMB TAX-FREE MONEY MARKET FUND, INC.
Third: The name and address of the resident agent are
the Corporation Trust, Inc. 32 South St, Baltimore MD. 21202
Fourth: These Articles of Revival are for the purpose of
reviving the charter of the corporation.
Fifth: At or prior to the filing of these Articles of Revival,
the corporation has:
(a) Paid all fees required by law;
(b) Filed all annual reports which should have been filed by
the corporation if its charter had not been forfeited;
(c) Paid all state and local taxes, except taxes on real
estate, and all interest and penalties due by the
corporation or which would have become due if the charter
had not been forfeited whether or not barred by limitations.
Sixth: The address of the principal office in this state is C/O
the Corporation Trust Incorporated, 32 South Street, Baltimore,
Maryland, 21202.
The undersigned who were respectively the last acting president
and the treasurer of the corporation severally acknowledge the
Articles to be their act.
/s/Larry D. Armel
Larry D. Armel
Last Acting President
/s/Stephen R. Ross
Stephen R. Ross
Last Acting Treasurer
AFFIDAVIT FOR REVIVAL OF A CHARTER
State of Missouri)
) S.S.
County of Jackson)
I, Larry D. Armel, President of UMB TAX-FREE MONEY MARKET FUND, INC.,
hereby declare that the previously mentioned corporation has paid
all State and local taxes except taxes on real estate, and all
interest and penalties due by the corporation or which would have
become due if the charter had not been forfeited whether or not
barred by limitations.
/s/Larry D. Armel
Larry D. Armel, President
I hereby certify that on December 26, 1986 before me, the
subscriber, a notary public of the State of Missouri, in and for
Jackson County personally appeared Larry D. Armel and made oath
under the penalties of perjury that the matters and facts set
forth in this affidavit are true to the best of his knowledge,
information and belief.
As witness my hand and notarial seal
/s/Jacqueline B. Willhite
Jacqueline B. Willhite, Notary Public
My Commission expires 2/23/87.
EX99.23(a)(4)(C)
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
UMB TAX-FREE MONEY MARKET FUND, INC.
UMB TAX-FREE MONEY MARKET FUND, INC., (the "Corporation"), a Maryland
corporation having its principal office in Baltimore, Maryland,
hereby certifies, in accordance with Section 2-605 of the
Maryland General Corporation Law, to the State Department of
Assessments and Taxation of Maryland that:
ONE: Article SECOND of the Articles of
Incorporation of the Corporation is hereby amended to change the
name of the Corporation to SCOUT TAX-FREE MONEY MARKET FUND, INC.
TWO: The Board of Directors of the Corporation on
February 28, 1995, duly adopted the foregoing amendment to
Article SECOND of the Articles of Incorporation of said
corporation.
IN WITNESS WHEREOF, UMB TAX-FREE MONEY MARKET FUND, INC., has caused
these Articles of Amendment to be signed by its President and
attested by its Secretary on April 25, 1995.
UMB TAX-FREE MONEY MARKET FUND, INC.
Attest: /s/Martin A. Cramer By: /s/Larry D. Armel
Martin A. Cramer Larry D. Armel
The Undersigned, Larry D. Armel, President of UMB Tax-Free Income
Fund, Inc., who executed on behalf of said corporation the
foregoing Articles of Amendment, of which this certificate is
made a part, hereby acknowledges, in the name and on behalf of
said corporation, the foregoing Articles of Amendment to be the
corporate act of said corporation and further certifies that, to
the best of his knowledge, information and belief, the matters
and facts set forth therein with respect to the approval thereof
are true in all material respects, under the penalties of
perjury.
/s/Larry D. Armel
Larry D Armel, President
EX99.23(a)(4)(D)
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
SCOUT TAX-FREE MONEY MARKET FUND, INC.
SCOUT STOCK FUND, INC., a Maryland corporation having its principal
office in Baltimore, Maryland (hereinafter called the "Corporation"), hereby
certifies to the State Department of Assessments and Taxation of Maryland
that:
FIRST: The Corporation is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended.
SECOND: ARTICLE SECOND of the Corporation's Articles of
Incorporation, as amended ("Articles"), is hereby amended to read as follows:
SECOND: The name of the Corporation is UMB Scout
Tax-Free Money Market Fund, Inc.
THIRD: The amendment to the Articles of the Corporation as set
Forth above has been duly approved by a majority of the entire Board of
Directors of the Corporation as required by law and is limited to a change
permitted by Section 2-605(a)(4) of the Maryland General Corporation Law to
be made without action by the stockholders of the Corporation.
FOURTH: These Articles of Amendment shall become effective on
October 31, 1998.
TN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment be signed in its name and on its behalf on this 12th day of
October, 1998 by its President, who acknowledges that these Articles of
Amendment are the act of the Corporation and that to the best of his
knowledge, information and belief and under penalties of perjury, all matters
and Facts contained herein are true in all material respects.
SCOUT TAX-FREE MONEY MARKET FUND, INC.
By: /s/Larry D. Armel
Larry D. Armel, President
Attest: /s/Martin A. Cramer
Martin A. Cramer
Secretary
EX99.23(a)(5)(A)
ARTICLES OF INCORPORATION
OF
SCOUT BALANCED FUND, INC.
FIRST: I, the undersigned, John G. Dyer, whose Post-Office
address is 36 L Street, Lake Lotawana, Missouri, 64086, being at
least twenty-one years of age, do, under and by virtue of the
general laws of the state of Maryland authorizing the formation
of corporations, associate myself as Incorporator with the
intention of forming a corporation (hereinafter called the
"Corporation").
SECOND: The name of the Corporation is SCOUT BALANCED FUND,
THIRD: The purpose for which the Corporation is formed is to
act as an open-end, diversified management investment company
under the Investment Company Act of 1940, as amended, and to
exercise and enjoy all of the powers, rights and privileges
granted to, or conferred upon, corporations of a similar
character by the general laws of the state of Maryland now or
hereafter in force.
FOURTH: The Post-Office address of the principal office of the
Corporation in this state is CIO the Corporation Trust
incorporated, 32 South Street, Baltimore, Maryland, 21202. The
name of the Resident Agent of the Corporation in this state is
the Corporation Trust Incorporated, a corporation of this state,
and the Post-office address of the Resident Agent is 32 South
Street, Baltimore, Maryland, 21202.
FIFTH: The total number of shares of all classes of stock
which the Corporation shall have authority to issue is 10,000,000
shares of a par value of one dollar ($1.00) per share and an aggregate
par value of $10,000,000. The number of the shares of stock of
each class is such number, if any, of shares of ~ stock as is
classified or reclassified into such class by the Corporation's
Board of Directors pursuant to the authority contained in Section
2-105 of the Maryland General Corporation Law as filed by the
Corporation as Articles Supplementary under Section 2-208 of the
Maryland General Corporation Law (or any successor provisions).
The Board of Directors of the Corporation shall have the power to
classify or reclassify unissued shares into one or more classes
which together with the issued shares of stock of the corporation
shall have such designations as the board may determine and
(subject to any applicable rule, regulation or order of the
Securities and Exchange Commission or other applicable law or
regulation) shall have such preferences, conversion or other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, terms and conditions of redemption and other
characteristics as the Board may determine (or in the absence of
contrary determination, such as
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set forth herein). At any time when there are no shares
outstanding or subscribed for a particular class previously
established and designated by the Board of Directors, the class
may be liquidated by similar means. If the Board so determines,
one or more classes of stock may be treated for all purposes
other than dividends as if all shares of such classes were shares
of one class. The dividends payable to the holders of any class
(subject to any applicable rule, regulation or order of the
Securities and Exchange Commission or any other applicable law or
regulation) shall be determined by the Board and need not be
individually declared, but may be declared and paid in accordance
with a formula adopted by the Board. Each share of a class shall
have equal rights with each other share of that class of stock
with respect to the assets of the Corporation pertaining to that
class. Any fractional shares of capital stock issued by the
corporation shall have proportionately, all the rights of full
shares. Except as otherwise provided herein, all references in
these articles of incorporation to capital stock or class of
stock shall apply without discrimination to the shares of each
class of stock.
(A) The holders of each share of stock of the
Corporation shall be entitled to one vote for each full share,
and a fractional vote for each fractional share of stock,
irrespective of the class then standing in his or her name in the
books of the Corporation. on any matter submitted to a vote of
shareholders, all shares of the Corporation then issued and
outstanding and entitled to vote, irrespective of the class,
shall be voted in the aggregate and not by class, except (1) when
otherwise expressly provided by the Maryland General Corporation
Law or (2) when required by the Investment Company Act of 1940,
as amended, shares shall be voted by individual class; and (3)
when the matter does not affect any interest of a particular
class, then only shareholders of the affected class or classes
shall be entitled to vote thereon.
(B) Each class of stock of the Corporation shall have
the following powers, preferences and participating, voting, or
other special rights and the qualifications, restrictions, and
limitations thereof shall be as follows:
(1) All consideration received by the Corporation
for the issue or sale of stock of each class, together with all
income, earnings, profits, and proceeds thereof, including any
proceeds derived from the sale, exchange or liquidation thereof,
and any funds or payments derived from any reinvestment of such
proceeds in whatever form the same may be, shall irrevocably
belong to the class of shares of stock with respect to which such
assets, payments or funds were received by the Corporation for
all purposes, subject only to the rights of creditors, and shall
be so handled upon the books of account of the Corporation. Such
assets, income, earnings, profits and proceeds thereof, including
any proceeds derived from the sale, exchange or liquidation
thereof and any assets derived from any reinvestment of such
proceeds, in whatever form the same may be, are herein referred
to as "assets belonging to" such class.
2 of 9 pages
(2) The Board of Directors may from time to time
declare and pay dividends or distributions, in stock or in cash,
on any or all classes of stock, the amount of such dividends and
the payment of them being wholly in the discretion of the Board
of Directors.
(I) Dividends or distributions on shares of
any class of stock shall be paid only out of earnings, surplus,
or other lawfully available assets belonging to such class.
(II) Inasmuch as one goal of the corporation
is to qualify as a "regulated investment company" under the
Internal Revenue Code of 1986, as amended, or any successor or
comparable statute thereto, and regulations promulgated
thereunder; and inasmuch as the computation of net income and
gains for federal income tax purposes may vary from the
computation thereof on the books of the corporation, the Board of
Directors shall have the power in its discretion to distribute in
any fiscal year as dividends, including designated in whole or in
part as capital gain distributions, amounts sufficient, in the
opinion of the Board of Directors, to enable the Corporation to
qualify as a regulated investment company and to avoid liability
for the Corporation for federal income tax in respect of that
year.
(3) In the event of the liquidation or dissolution
of the Corporation, shareholders of each class shall be entitled
to receive, as a class, out of the assets of the Corporation
available for distribution to shareholders, but other than
general assets not belonging to any particular class of stock,
the assets belonging to such class; and the assets so
distributable to the shareholders of any class shall be
distributed among such shareholders in proportion to the number
of shares of such class held by them and recorded on the books of
the Corporation. In the event that there are any general assets
not belonging to any particular class of stock and available for
distribution, such distribution shall be made to the holders of
stock of all classes in proportion to the asset value of the
respective classes determined as hereinafter provided.
(4) The assets belonging to any class of stock
shall be charged with the liabilities in respect to such class,
and shall also be charged with its share of the general
liabilities of the Corporation, in proportion to the asset value
of the respective classes determined as hereinafter set out. The
determination of the Board of Directors shall be conclusive as to
the amount of liabilities, including accrued expenses and
reserves, as to the allocation of the same as to a given class,
and as to whether the same or general assets of the Corporation
are allocable to one or more classes.
(C) Each holder of any class of stock of the
Corporation, who shall surrender his certificate in good delivery
form to the Corporation or who, if the shares in question are not
represented by certificates, shall deliver to the Corporation a
3 of 9 pages
written request in good order signed by the shareholder, shall be
entitled to require the Corp9ration, to the extent that the class
of stock in question has assets lawfully available therefor and
out of such assets, but not otherwise, to redeem all or any part
of the shares of such stock standing in the name of such holder
on the books of the Corporation, at the net asset value of such
shares, determined in the manner and as of the time, and payable
as provided in the Investment Company Act of 1940, as amended.
The Corporation shall make payment for any such shares to be
redeemed as aforesaid, in cash, or if in the opinion of the Board
of Directors, which shall be conclusive, conditions exist which
make payment wholly in cash unwise or undesirable, the
Corporation may make payment wholly or partly in securities
belonging to the class to provide for such redemption by it of
the shares of such class.
(1) The Board of Directors of the Corporation may,
in accordance with the Investment Company Act of 1940, as
amended, suspend the right of the holders of any class of stock
of the Corporation to require the Corporation to redeem shares of
such class.
(2) The Board of Directors, in the economic best
interest of the Corporation and in order to reduce the
disproportionately burdensome expenses in servicing shareholder
accounts, may from time to time, establish uniform standards with
respect to the minimum value of a stockholder account or a
minimum investment which may be made by a stockholder. The Board
of Directors, by resolution and without the vote or consent of
stockholders, may require that the aggregate net asset value of a
stockholder account shall not be less than the minimum initial
investment requirement of the Corporation at the time of the
resolution. The resolution may authorize the Corporation to
close those stockholder accounts not meeting the specified
minimum standards of value by redeeming all of the shares in such
accounts, provided there is mailed to each affected stockholder
account, at least sixty (60) days prior to the planned redemption
date, a notice setting forth the minimum account size requirement
and the date on which the account will be closed if the minimum
size requirement is not met prior to said closing date.
(D) Each holder of any class of stock of the
Corporation, who surrenders his certificate in good delivery form
to the Corporation or, if the shares in question are not
represented by certificates, who delivers to the Corporation a
written request in good order signed by the shareholder, shall be
entitled to convert the shares in question on the basis
hereinafter set forth, into shares of stock of any other class of
the Corporation. The Corporation shall determine the net asset
value, as hereinafter defined, of the shares to be converted and
shall deduct therefrom such conversion cost, hereinafter
described and within five (5) business days after such surrender
and payment, shall issue to the shareholder such number of shares
of stock of the class desired taken at the net asset value
thereof determined in the same manner and at the same time as
that of the shares surrendered, which shall equal the net asset
4 of 9 pages
value of the shares surrendered less conversion cost as
aforesaid. Any amount representing a fraction of a share may be
paid in cash at the option of the Corporation. The conversion
cost above mentioned shall be determined by adding a transaction
charge as determined by the Board of Directors. The transaction
charge may be paid and/or assigned by the Corporation to the
underwriter and/or any other agency, as it may elect. Upon any
conversion taking place, proper transfer shall be made between
the assets belonging to the respective classes of stock. The
Board of Directors may limit this conversion privilege to shares
which have been held for such reasonable period of time as the
Directors may determine.
(E) The aggregate net asset value per share of a class
of the Corporation's capital stock shall be determined in
accordance with the Investment Company Act of 1940, as amended,
and with generally accepted accounting principles, by adding the
market or appraised value of all securities, cash and other
assets of the Corporation pertaining to that class, subtracting
the liabilities determined by the Board of Directors to be
applicable to that class, and dividing the net result by the
number of shares of the class outstanding. Securities and other
investments and assets will be valued at fair value as determined
in good faith by the Board of Directors.
SIXTH: The shares of stock of the Corporation may be
issued to such persons and at such prices from time to time as
the Board of Directors may determine. Such issuance shall be on
a non-assessable basis. No holder of shares of stock shall have
pre-emptive rights and the Corporation shall have the right to
issue and sell to any person or persons and shares of its stock
or any option rights exercisable for, or securities convertible
into shares of its stock without first offering such shares,
rights or securities to the holders of any shares.
SEVENTH: The number of Directors of the Corporation and
their terms of office shall be determined from time to time by
the Directors pursuant to the by-laws of the Corporation. Such
number initially shall be five and shall never be less than
three. The names of the initial Directors are:
Larry D. Armel
William E. Hoffman
Eric T Jager
Stephen F. Rose
Stuart Wien
who shall serve until their respective successors are elected and
qualified.
(A) If a vacancy occurs on the Board of Directors by
reason of death, resignation, or otherwise, the Board of
Directors may fill such vacancy for the remainder of the
unexpired term by majority vote of the remaining directors;
5 of 9 pages
provided that after filling any such vacancy, at least two thirds
of the Directors shall have been elected by the stockholders, and
provided further that if at any time less than a majority of the
Directors then holding office were elected by the stockholders, a
stockholders' meeting shall be called as promptly as possible
and, in any event, within sixty days, for the purpose of electing
Directors to fill existing vacancies.
EIGHTH: The Corporation is expressly empowered as follows:
(A) The Corporation may enter into a written contract
or contracts with any person, including any firm, corporation,
trust, or association in which any officer, other employee,
director or stockholder of this corporation may be interested,
providing for a delegation of the management of all or part of
this corporation's securities portfolio (or portfolios) and also
for the delegation of the performance of administrative corporate
functions, subject always to the direction of the Board of
Directors of this corporation. The compensation payable by this
corporation under such contracts shall be such as is deemed fair
and equitable to both parties by the said Board of Directors.
Each such contract shall in all respects be consistent with and
subject to the requirements of the Investment Company Act of
1940, as amended, as then in effect and regulations of the
securities and exchange commission or any succeeding governmental
authority promulgated thereunder.
(B) The Corporation may appoint one or more
distributors or agents or both for the sale of the shares of the
Corporation, may allow such person or persons a commission on the
sale of such shares, and may enter into such contract or
contracts with such person or persons as the Board of Directors
of this Corporation in its discretion may deem reasonable and
proper. Any such contract or contracts for the sale of the
shares of this corporation may be made with any person even
though such person may be an officer, other employee, director or
stockholder of this corporation or a corporation, partnership,
trust or association in which any such officer, other employee,
director or stockholder may be interested, or such person may be
the same as that person retained pursuant to the powers granted
in Section (A) of this Article EIGHTH. Each such contract shall
in all respects be consistent with and subject to the
requirements of the Investment Company Act of 1940, as amended,
as then in effect and regulations of the Securities and Exchange
Commission or any succeeding governmental authority promulgated
thereunder.
(C) The Corporation may employ such custodian or
custodians for the safekeeping of the property of the corporation
and of its shares, such dividend disbursing agent or agents, and
such transfer agent or agents and registrar or registrars for its
shares, and may make and perform such contracts for the aforesaid
purposes as in the opinion of the Board of Directors of this
Corporation may be reasonable, necessary or proper for the
conduct of the affairs of the Corporation, and may pay the fees
and disbursements of such custodians, dividend disbursing agents,
6 of 9 pages
transfer agents, and registrars out of the income and/or any
other property of the Corporation. Notwithstanding any other
provisions of these articles of incorporation or the by-laws of
the Corporation, the Board of Directors may cause any or all of
the property of the Corporation to be transferred to, or be
acquired and held in the name of, a custodian so appointed or any
nominees of this Corporation or nominee or nominees of such
custodian satisfactory to the Board of Directors of this
Corporation.
(D) The same person, partnership (general or limited),
association, trust or corporation may be employed in any multiple
capacity under subsections (A), (B) and (C) of this article
EIGHTH and may receive compensation from the Corporation in as
many capacities in which such person, partnership (general or
limited), association, trust or corporation shall serve the
Corporation.
NINTH: (A) To the fullest extent that limitations on the
liability of directors and officers are permitted by the Maryland
General Corporation Law, no director or officer of the
Corporation shall have any liability to the Corporation or its
stockholders for money damages. This limitation on liability
applies to events occurring at the time a person serves as a
director or officer of the Corporation whether or not such person
is a director or officer at the time of any proceeding in which
liability is asserted.
(B) The Corporation shall indemnify and advance
expenses to its currently acting and its former directors to the
fullest extent that indemnification of directors is permitted by
the Maryland General Corporation Law. The Corporation shall
indemnify and advance expenses to its officers to the same extent
as its directors and to such further extent as is consistent with
law. The Board of Directors may by Bylaw, resolution or
agreement make further provisions for indemnification of
directors, officers, employees and agents to the fullest extent
permitted by the Maryland General Corporation Law.
(C) No provision of this Article shall be effective to
protect or purport to protect any director or officer of the
Corporation against any liability to the Corporation or its
security holders to which he would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.
(D) References to the Maryland General Corporation Law
in this Article are to the law as from time to time amended. No
further amendment to the Articles of Incorporation of the
Corporation shall affect any right of any person under this
Article based on any event, omission or proceeding prior to such
amendment.
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(E) Each provision of this Article NINTH shall be
severable from the remainder, and the invalidity of any such
provision shall not affect the validity of the remainder of this
Article NINTH.
TENTH: The Corporation may purchase and maintain insurance
on its behalf and on behalf of any person who is or was a
director or officer of the Corporation, or is or was serving at
the request of the Corporation as a director or officer of
another corporation, partnership, trust, joint venture,
association or other enterprise against any liability asserted
against him and incurred by him in any such capacity.
ELEVENTH: In furtherance, and not in limitation, of the
powers conferred by the laws of the state of Maryland, the Board
of Directors is expressly authorized:
(A) To make, alter or repeal the by-laws of the
Corporation, except where such power is reserved by the by-laws
to the stockholders, and except as otherwise required by the
Investment Company Act of 1940, as amended.
(B) From time to time to determine whether and to what
extent and at what times and places and under what conditions and
regulations the books and accounts of the Corporation, or any of
them other than the stock ledger, shall be open to the inspection
of the stockholder, and no stockholder shall have any right to
inspect any account or book or document of the Corporation,
except as conferred by law or authorized by resolution of the
Board of Directors or of the stockholders.
(C) To authorize and issue obligations of the
Corporation, secured and unsecured, without assent or vote of the
stockholders, as the Board of Directors may determine, and to
authorize and cause to be executed mortgages and liens upon the
property of the Corporation, real and/or personal, but only to
the extent permitted by the fundamental policies of the
Corporation set out in its registration statement filed with the
Federal Securities and Exchange Commission or any succeeding
governmental authority, pursuant to the Investment Company Act of
1940, as amended.
(D) In addition to the powers and authorities granted
herein and by statute expressly conferred upon it, the Board of
Directors is authorized to exercise all such powers and do all
such acts and things as may be exercised or done by the
Corporation, subject, nevertheless, to the provisions of Maryland
law, these Articles of Incorporation, and the by-laws of the
Corporation.
TWELFTH: The books of the Corporation may be kept (subject
to any provisions of Maryland law) outside the state of Maryland
at such place or places as may be designated from time to time by
the Board of Directors or in the by-laws of the Corporation.
Elections of directors need not be by ballot unless the by-laws
of the Corporation so provide.
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THIRTEENTH: The Corporation reserves the right to amend,
alter, change or repeal any provision contained in these Articles
of Incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.
FOURTEENTH: Notwithstanding any provision of Maryland law
requiring more than a majority vote of the common stock in
connection with any corporate action including, but not limited
to, amendment of these Articles of Incorporation, unless
otherwise provided in these Articles of Incorporation the
Corporation may take or authorize such action upon the favorable
vote of the holders of a majority of the outstanding shares of
common stock.
FIFTEENTH: The duration of the Corporation shall be
perpetual.
IN WITNESS WHEREOF, the undersigned Incorporator of the
SCOUT BALANCED FUND, INC. who executed the foregoing Articles of
Incorporation hereby acknowledges that to the best of his
knowledge the matters and facts set forth herein are true in all
material respects under penalties of perjury.
Dated the 3rd day of July, 1995.
/s/John G. Dyer
John G. Dyer
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EX99.23(a)(5)(B)
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
SCOUT BALANCED FUND, INC.
SCOUT BALANCED FUND, INC., a Maryland corporation having its principal
office in Baltimore, Maryland (hereinafter called the "Corporation"), hereby
certifies to the State Department of Assessments and Taxation of Maryland
that:
FIRST: The Corporation is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended.
SECOND: ARTICLE SECOND of the Corporation's Articles of
Incorporation, as amended ("Articles"), is hereby amended to read as follows:
SECOND: The name of the Corporation is UMB Scout
Balanced Fund, Inc.
THIRD: The amendment to the Articles of the Corporation as set
Forth above has been duly approved by a majority of the entire Board of
Directors of the Corporation as required by law and is limited to a change
permitted by Section 2-605(a)(4) of the Maryland General Corporation Law to
be made without action by the stockholders of the Corporation.
FOURTH: These Articles of Amendment shall become effective on
October 31, 1998.
TN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment be signed in its name and on its behalf on this 12th day of
October, 1998 by its President, who acknowledges that these Articles of
Amendment are the act of the Corporation and that to the best of his
knowledge, information and belief and under penalties of perjury, all matters
and Facts contained herein are true in all material respects.
SCOUT BALANCED FUND, INC.
By: /s/Larry D. Armel,
Larry D. Armel, President
Attest: /s/Martin A. Cramer
Martin A. Cramer
Secretary
EX99.23(a)(6)(A)
ARTICLES OF INCORPORATION
OF
UMB QUALIFIED DIVIDEND FUND, INC.
FIRST: I, the undersigned, John G. Dyer, whose Post-Office
address is 5081 East 97th Street, Kansas City, Missouri 64131, being at
least twenty-one years of age, do, under and by virtue of the general
laws of the state of Maryland authorizing the formation of corporations,
associate myself as Incorporator with the intention of forming a
corporation (hereinafter called the "Corporation").
SECOND: The name of the Corporation is UMB QUALIFIED
DIVIDEND FUND, INC.
THIRD: The purpose for which the Corporation is formed is to
act as an open-end, diversified management investment company under the
Investment Company Act of 1940, as amended, and to exercise and enjoy
all of the powers, rights and privileges granted to, or conferred upon,
corporations of a similar character by the general laws of the state of
Maryland now or hereafter in force.
FOURTH: The Post-Office address of the principal office of the
Corporation in this state is C/O the Corporation Trust Incorporated,
First Maryland Building, 25 South Charles Street, Baltimore, Maryland,
21201. The name of the Resident Agent of the Corporation in this state
is the Corporation Trust Incorporated, a corporation of this state, and
the Post-office address of the Resident Agent is First Maryland
Building, 25 South Charles Street, Baltimore, Maryland, 21201
FIFTH: The total number of shares of all classes of stock
which the Corporation shall have authority to issue is 10,000,000 shares
of a par value of one dollar ($1.00) per share and an aggregate par
value of $10,000,000. The number of the shares of stock of each class
is such number, if any, of shares of unissued stock as is classified or
reclassified into such class by the Corporation's Board of Directors
pursuant to the authority contained in Section 2-105 of the Maryland
General Corporation Law as filed by the Corporation as Articles
Supplementary under Section 2-108 of the Maryland General Corporation
Law (or any successor provisions). The Board of Directors of the
Corporation shall have the power to classify or reclassify unissued
shares into one or more classes which together with the issued shares of
stock of the corporation shall have such designations as the board may
determine and (subject to any applicable rule, regulation or order of
the Securities and Exchange Commission or other applicable law or
regulation) shall have such preferences, conversion or other rights,
voting powers, restrictions, limitations as to dividends,
qualifications, terms and conditions of redemption and other
characteristics as the Board may determine (or in the absence of
contrary determination, such as set forth herein). At any time when
there are no shares outstanding or subscribed for a particular class
previously established and designated by the Board of Directors, the
class may be liquidated by similar means. If the Board so determines,
one or more classes of stock may be treated for all purposes other than
dividends as if all shares of such classes were shares of one class.
The dividends payable to the holders of any class (subject to any
applicable rule, regulation or order of the Securities-and Exchange
Commission or any other applicable law or regulation) shall be
determined by the Board and need not be individually declared, but may
be declared and paid in accordance with a formula adopted by the Board.
Each share of a class shall have equal rights with each other share of
that class of stock with respect to the assets of the Corporation
pertaining to that class. Any fractional shares of capital stock issued
by the corporation shall have proportionately, all the rights of full
shares. Except as otherwise provided herein, all references in these
articles of incorporation to capital stock or class of stock shall apply
without discrimination to the shares of each class of stock.
(A) The holders of each share of stock of the Corporation shall
be entitled to one vote for each full share, and a fractional vote for
each fractional share of stock, irrespective of the class then standing
in his or her name in the books of the Corporation. On any matter
submitted to a vote of shareholders, all shares of the Corporation then
issued and outstanding and entitled to vote, irrespective of the class,
shall be voted in the aggregate and not by class, except (1) when
otherwise expressly provided by the Maryland General Corporation Law or
(2) when required by the Investment Company Act of 1940, as amended,
shares shall be voted by individual class; and (3) when the matter does
not affect any interest of a particular class, then only shareholders of
the affected class or classes shall be entitled to vote thereon.
(B) Each class of stock of the Corporation shall have the
following powers, preferences and participating, voting, or other
special rights and the qualifications, restrictions, and limitations
thereof shall be as follows:
(1) All consideration received by the Corporation for the issue
or sale of stock of each class, together with all income, earnings,
profits, and proceeds thereof, including any proceeds derived from the
sale, exchange or liquidation thereof, and any funds or payments derived
from any reinvestment of such proceeds in whatever form the same may be,
shall irrevocably belong to the class of shares of stock with respect to
which such assets, payments or funds were received by the Corporation
for all purposes, subject only to the rights of creditors, and shall be
so handled upon the books of account of the Corporation. Such assets,
income, earnings, profits and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation thereof and any assets
derived from any reinvestment of such proceeds, in whatever form the
same may be, are herein referred to as "assets belonging to" such class.
(2) The Board of Directors may from time to time
declare and pay dividends or distributions, in stock or in cash, on any
or all classes of stock, the amount of such dividends and the payment of
them being wholly in the discretion of the Board of Directors.
(I) Dividends or distributions on shares of
any class of stock shall be paid only out of earnings, surplus, or other
lawfully available assets belonging to such class.
(II) Inasmuch as one goal of the corporation
is to qualify as a "regulated investment company" under the Internal
Revenue Code of 1954, as amended, or any successor or comparable statute
thereto, and regulations promulgated thereunder; and inasmuch as the
computation of net income and gains for federal income tax purposes may
vary from the computation thereof on the books of the corporation, the
Board of Directors shall have the power in its discretion to distribute
in any fiscal year as dividends, including designated in whole or in
part as capital gain distributions, amounts sufficient, in the opinion
of the Board of Directors, to enable the Corporation to qualify as a
regulated investment company and to avoid liability for the Corporation
for federal income tax in respect of that year. In furtherance, and not
in limitation of the foregoing, in the event that a class of shares has
a net capital loss for a fiscal year, and to the extent that the net
capital loss offsets net capital gains from another class, the amounts
to be deemed available for distribution to the class with the net
capital gain shall be reduced by the amount of offset. The shareholders
of the class with the net capital gain shall be entitled to a full
distribution of the net income and the net capital gain to the extent
earned or realized. If the net capital loss of a class exceeds the net
capital gain from another class, the excess loss shall not reduce the
net investment income available for distribution to the class with the
loss, but shall be carried forward.
(3) In the event of the liquidation or dissolution of
the Corporation, shareholders of each class shall be entitled to
receive, as a class, out of the assets of the Corporation available for
distribution to shareholders, but other than general assets not
belonging to any particular class of stock, the assets belonging to such
class; and the assets so distributable to the shareholders of any class
shall be distributed among such shareholders in proportion to the number
of shares of such class held by them and recorded on the books of the
Corporation. In the event that there are any general assets not
belonging to any particular class of stock and available for
distribution, such distribution shall be made to the holders of stock of
all classes in proportion to the asset value of the respective classes
determined as hereinafter provided.
(4) The assets belonging to any class of stock shall
be charged with the liabilities in respect to such class, and shall also
be charged with its share of the general liabilities of the Corporation,
in proportion to the asset value of the respective classes determined as
hereinafter set out. The determination of the Board of Directors shall
be conclusive as to the amount of liabilities, including accrued
expenses and reserves, as to the allocation of the same as to a given
class, and as to whether the same or general assets of the Corporation
are allocable to one or more classes.
(C) Each holder of any class of stock of the Corporation,
who shall surrender his certificate in good delivery form to the
Corporation or who, if the shares in question are not represented by
certificates, shall deliver to the Corporation a written request in good
order signed by the shareholder, shall be entitled to require the
Corporation, to the extent that the class of stock in question has
assets lawfully available therefor and out of such assets, but not
otherwise, to redeem all or any part of the shares of such stock
standing in the name of such holder on the books of the Corporation, at
the net asset value of such shares, determined in the manner and as of
the time, and payable as provided in the Investment Company Act of 1940,
as amended. The Corporation shall make payment for any such shares to be
redeemed as aforesaid, in cash, or if in the opinion of the Board of
Directors, which shall be conclusive, conditions exist which make
payment wholly in cash unwise or undesirable, the Corporation may make
payment wholly or partly in securities belonging to the class to provide
for such redemption by it of the shares of such class.
(1) The Board of Directors of the Corporation may, in
accordance with the Investment Company Act of 1940, as amended, suspend
the right of the holders of any class of stock of the Corporation to
require the Corporation to redeem shares of such class.
(2) The Board of Directors, in the economic best
interest of the Corporation and in order to reduce the
disproportionately burdensome expenses in servicing shareholder
accounts, may from time to time, establish uniform standards with
respect to the minimum value of a stockholder account or a minimum
investment which may be made by a stockholder. The Board of Directors,
by resolution and without the vote or consent of stockholders, may
require that the aggregate net asset value of a stockholder account
shall not be less than the minimum initial investment requirement of the
Corporation at the time of the resolution. The resolution may authorize
the Corporation to close those stockholder accounts not meeting the
specified minimum standards of value by redeeming all of the shares in
such accounts, provided there is mailed to each affected stockholder
account, at least sixty (60) days prior to the planned redemption date,
a notice setting forth the minimum account size requirement and the date
on which the account will be closed if the minimum size requirement is
not met prior to said closing date.
(D) Each holder of any class of stock of the Corporation,
who surrenders his certificate in good delivery form to the Corporation
or, if the shares in question are not represented by certificates, who
delivers to the Corporation a written request in good order signed by
the shareholder, shall be entitled to convert the shares in question on
the basis hereinafter set forth, into shares of stock of any other class
of the Corporation. The Corporation shall determine the net asset
value, as hereinafter defined, of the shares to be converted and shall
deduct therefrom such conversion cost, hereinafter described and within
five (5) business days after such surrender and payment, shall issue to
the shareholder such number of shares of stock of the class desired
taken at the net asset value thereof determined in the same manner and
at the same time as that of the shares surrendered, which shall equal
the net asset value of the shares surrendered less conversion cost as
aforesaid. Any amount representing a fraction of a share may be paid in
cash at the option of the Corporation. The conversion cost above
mentioned shall be determined by adding a transaction charge as
determined by the Board of Directors. The transaction charge may be
paid and/or assigned by the Corporation to the underwriter and/or any
other agency, as it may elect. Upon any conversion taking place, proper
transfer shall be made between the assets belonging to the respective
classes of stock. The Board of Directors may limit this conversion
privilege to shares which have been held for such reasonable period of
time as the Directors may determine.
(E) The aggregate net asset value per share of a class of
the Corporation's capital stock shall be determined in accordance with
the Investment Company Act of 1940, as amended, and with generally
accepted accounting principles, by adding the market or appraised value
of all securities, cash and other assets of the Corporation pertaining
to that class, subtracting the liabilities determined by the Board of
Directors to be applicable to that class, and dividing the net result by
the number of shares of the class outstanding. Securities and other
investments and assets will be valued at fair value as determined in
good faith by the Board of Directors.
SIXTH: The shares of stock of the Corporation may be issued to
such persons and at such prices from time to time as the Board of
Directors may determine. Such issuance shall be on a non-assessable
basis. No holder of shares of stock shall have preemptive rights and
the Corporation shall have the right to issue and sell to any person or
persons and shares of its stock or any option rights exercisable for, or
securities convertible into shares of its stock without first offering
such shares, rights or securities to the holders of any shares.
SEVENTH: The number of Directors of the Corporation and their
terms of office shall be determined from time to time by the Directors
pursuant to the by-laws of the Corporation. Such number initially shall
be three and shall never be less than three. The names of the initial
Directors are:
William C. Hisey
William E. Hoffman
who shall serve until the 1987 annual meeting of stockholders, or until
their successors shall have been duly elected and shall have qualified;
Larry D. Armel
W. A. Tholen
who shall serve until the 1988 annual meeting of stockholders, or until
their successors shall have been duly elected and shall have qualified;
Alfred J. Hoffman
Forrest Cloud
Stuart Wien
who shall serve until the 1989 annual meeting of stockholders, or until
their successors shall have been duly elected and shall have qualified.
(A) If a vacancy occurs on the Board of Directors by reason
of death, resignation, or otherwise, the Board of Directors may fill
such vacancy for the remainder of the unexpired term by majority vote of
the remaining directors; provided that after filling any such vacancy,
at least to thirds of the Directors shall have been elected by the
stockholders, and provided further that if at any time less than a
majority of the Directors then holding office were elected by the
stockholders, a stockholders' meeting shall be called as promptly as
possible and, in any event, within sixty days, for the purpose of
electing Directors to fill existing vacancies.
EIGHTH: The Corporation is expressly empowered as follows:
(A) The Corporation may enter into a written contract or
contracts with any person, including any firm, corporation, trust, or
association in which any officer, other employee, director or
stockholder of this corporation may be interested, providing for a
delegation of the management of all or part of this corporation's
securities portfolio (or portfolios) and also for the delegation of the
performance of administrative corporate functions, subject always to the
direction of the Board of Directors of this corporation. The
compensation payable by this corporation under such contracts shall be
such as is deemed fair and equitable to both parties by the said Board
of Directors. Each such contract shall in all respects be consistent
with and subject to the requirements of the Investment Company Act of
1940, as amended, as then in effect and regulations of the Securities
and Exchange Commission or any succeeding governmental authority
promulgated thereunder.
(B) The Corporation may appoint one or more distributors or
agents or both for the sale of the shares of the Corporation, may allow
such person or persons a commission on the sale of such shares, and may
enter into such contract or contracts with such person or persons as the
Board of Directors of this Corporation in its discretion may deem
reasonable and proper. Any such contract or contracts for the sale of
the shares of this corporation may be made with any person even though
such person may be an officer, other employee, director or stockholder
of this corporation or a corporation, partnership, trust or association
in which any such officer, other employee, director or stockholder may
be interested, or such person may be the same as that person retained
pursuant to the powers granted in Section (A) of this Article EIGHTH.
Each such contract shall in all respects be consistent with and subject
to the requirements of the Investment Company Act of 1940, as amended,
as then in effect and regulations of the Securities and Exchange
Commission or any succeeding governmental authority promulgated
thereunder.
(C) The Corporation may employ such custodian or custodians
for the safekeeping of the property of the corporation and of its
shares, such dividend disbursing agent or agents, and such transfer
agent or agents and registrar or registrars for its shares, and may make
and perform such contracts for the aforesaid purposes as in the opinion
of the Board of Directors of this Corporation may be reasonable,
necessary or proper for the conduct of the affairs of the Corporation,
and may pay the fees and disbursements of such custodians, dividend
disbursing agents, transfer agents, and registrars out of the income
and/or any other property of the Corporation. Notwithstanding any other
provisions of these Articles of Incorporation or the by-laws of the
Corporation, the Board of Directors may cause any or all of the property
of the Corporation to be transferred to, or be acquired and held in the
name of, a custodian so appointed or any nominees of this Corporation or
nominee or nominees of such custodian satisfactory to the Board of
Directors of this Corporation.
(D) The same person, partnership (general or limited),
association, trust or corporation may be employed in any multiple
capacity under subsections (A, (B) and (C) of this article EIGHTH and
may receive compensation from the Corporation in as many capacities in
which such person, partnership (general or limited), association, trust
or corporation shall serve the Corporation.
NINTH: (A) The Corporation shall indemnify any person who was
or is a party, or is threatened to be made a party, to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in
right of the Corporation), by reason of the fact that he is or was a
director or officer of the Corporation, or is or was serving at the
request of the Corporation as a director or officer of another
corporation, partnership, joint venture, trust, association or other
enterprise, against expenses (including attorney's fees), judgements,
fines and amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, has no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or
proceeding by judgement, order, settlement or conviction, or upon a plea
of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in, or not opposed to, the best
interests of the Corporation, and, with respect to any criminal action
or proceeding, did not have reasonable cause to believe that his conduct
was unlawful.
(B) The Corporation shall indemnify any person who was or
is a party, or is threatened to be made a party, to any threatened or
completed action, suit or proceeding by or in the right of the
Corporation to procure a judgement in its favor by reason of the fact
that he is or was a director or officer of the Corporation, or is or was
serving at the request of the Corporation as a director or officer of
another corporation, partnership, trust, joint venture, association or
other enterprise against expenses (including attorneys' fees actually
and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the Corporation; except that no such indemnification shall
be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable for negligence or misconduct in
the performance of his duty to the Corporation, unless and only to the
extent that a court shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for
such expenses which the court shall deem proper.
(C) To the extent that a director or officer of the
Corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (A) and (B),
or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
(D) Any indemnification under subsections (A) and (B)
(unless ordered by a court of competent jurisdiction) shall be made by
the Corporation only as authorized in the specific case upon a
determination that indemnification of the director or officer is proper
in the circumstances because he has met the applicable standard of
conduct set forth in subsections (A) and (B) of this article NINTH.
Such determination shall be made by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or if such a quorum is not obtainable, or
even if obtainable, a quorum of directors who are not "interested
persons' as defined in the Investment Company Act of 1940, as amended,
so directs, by independent legal counsel in a written opinion, or if
such written opinion is not obtainable, by vote of the stockholders at
the annual meeting or a special meeting called for that purpose.
(E) Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the corporation in advance of
the final disposition of such action, suit or proceeding as authorized
by the Board of Directors in the specific case upon receipt of any
undertaking by or on behalf of the director or officer to repay such
amount unless it shall ultimately be determined that he is entitled to
be indemnified by the Corporation as authorized in this article NINTH.
(F) The indemnification provided by this article NINTH
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any by-law, agreement, vote of
stockholders or directors who are not "interested persons" as defined in
the Investment Company Act of 1940, as amended, or otherwise, both as to
action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has
ceased to be a director or officer and shall inure to the benefit of the
heirs, executors, and administrators of such person.
(G) The Corporation may purchase and maintain insurance on
its behalf and on behalf of any person who is or was a director or
officer of the Corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation,
partnership, trust, joint venture, association or other enterprise
against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability
under the provisions of this article NINTH.
(H) Anything to the contrary in the foregoing clauses (A)
through (G) of this article NINTH notwithstanding, no director or
officer shall be indemnified against any liability to the Corporation or
to its security holders to which he would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.
TENTH: In furtherance, and not in limitation, of the powers
conferred by the laws of the state of Maryland, the Board of Directors
is expressly authorized:
(A) To make, alter or repeal the by-laws of the
Corporation, except where such power is reserved by the by-laws to the
stockholders, and except as otherwise required by the Investment Company
Act of 1940, as amended.
(B) From time to time to determine whether and to what
extent and at what times and places and under what conditions and
regulations the books and accounts of the Corporation, or any of them
other than the stock ledger, shall be open to the inspection of the
stockholder, and no stockholder shall have any right to inspect any
account or book or document of the Corporation, except as conferred by
law or authorized by resolution of the Board of Directors or of the
stockholders.
(C) To authorize and issue obligations of the Corporation,
secured and unsecured, without assent or vote of the stockholders, as
the Board of Directors may determine, and to authorize and cause to be
executed mortgages and liens upon the property of the Corporation, real
and/or personal, but only to the extent permitted by the fundamental
policies of the Corporation set out in its registration statement filed
with the Securities and Exchange Commission or any succeeding
governmental authority, pursuant to the Investment Company Act of 1940,
as amended.
(D) In addition to the powers and authorities granted
herein and by statute expressly conferred upon it, the Board of
Directors is authorized to exercise all such powers and do all such acts
and things as may be exercised or done by the Corporation, subject,
nevertheless, to the provisions of Maryland law, these Articles of
Incorporation, and the by-laws of the Corporation.
ELEVENTH: The books of the Corporation may be kept (subject to
any provisions of Maryland law) outside the state of Maryland at such
place or places as may be designated from time to time by the Board of
Directors or in the by-laws of the Corporation. Elections of directors
need not be by ballot unless the by-laws of the Corporation so provide.
TWELFTH: The Corporation reserves the right to amend, alter,
change or repeal any provision contained in these Articles of
Incorporation, in the manner now or hereafter prescribed by statute, and
all rights conferred upon stockholders herein are granted subject to
this reservation.
THIRTEENTH: Notwithstanding any provision of Maryland law
requiring more than a majority vote of the common stock in connection
with any corporate action including, but not limited to, amendment of
these Articles of Incorporation, unless otherwise provided in these
Articles of Incorporation the Corporation may take or authorize such
action upon the favorable vote of the holders of a majority of the
outstanding shares of common stock.
FOURTEENTH: The duration of the Corporation shall be perpetual.
IN WITNESS WHEREOF, the undersigned Incorporator of the UMB QUALIFIED
DIVIDEND FUND, INC. who executed the foregoing Articles of Incorporation
hereby acknowledges that to the best of his knowledge the matters and facts
set forth herein are true in all material respects under penalties of
perjury.
Dated the 3rd day of July, 1986.
/s/John G. Dyer
John G. Dyer
EX99.23(a)(6)(B)
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
UMB QUALIFIED DIVIDEND FUND, INC.
UMB QUALIFIED DIVIDEND FUND, INC., (the "Corporation"), a
Maryland corporation having its principal office in Baltimore,
Maryland, hereby certifies, in accordance with Section 2-208 of
the Maryland General Corporation Law, to the State Department of
Assessments and Taxation of Maryland that:
ONE: Article SECOND of the Articles of
Incorporation of the Corporation is hereby amended to change the
name of the Corporation to UMB HEARTLAND FUND, INC.
TWO: The Board of Directors of the Corporation on
June 18, 1991, duly adopted the foregoing amendment to Article
SECOND of the Articles of Incorporation and declaring advisable
and approving said amendment of the Articles of Incorporation,
and said amendment was approved by a majority of the outstanding
shares of stock at a meeting held on July 12, 1991.
IN WITNESS WHEREOF, UMB QUALIFIED DIVIDEND FUND, INC.,
has caused these Articles of Amendment to be signed
by its President and attested by its Secretary on July 25, 1991.
UMB QUALIFIED DIVIDEND FUND, INC.
Attest: /s/Jacqueline Willhite By: /s/Larry D. Armel
Jacqueline Willhite Larry D. Armel
The Undersigned, Larry D. Armel, President of UMB
QUALIFIED DIVIDEND FUND, INC., who executed on behalf of
said corporation the foregoing Articles of Amendment, of which
this certificate is made a part, hereby acknowledges, in the name
and on behalf of said corporation, the foregoing Articles of
Amendment to be the corporate act of said corporation and further
certifies that, to the best of his knowledge, information and
belief, the matters and facts set forth therein with respect to
the approval thereof are true in all material respects, under the
penalties of perjury.
/s/Larry D. Armel
Larry D Armel, President
EX99.23(a)(6)(C)
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
UMB HEARTLAND FUND, INC.
UMB HEARTLAND FUND, INC., (the "Corporation"), a Maryland
corporation having its principal office in Baltimore, Maryland,
hereby certifies, in accordance with Section 2-605 of the
Maryland General Corporation Law, to the State Department of
Assessments and Taxation of Maryland that:
ONE: Article SECOND of the Articles of
Incorporation of the Corporation is hereby amended to change the
name of the Corporation to SCOUT REGIONAL FUND, INC.
TWO: The Board of Directors of the Corporation on
February 28, 1995, duly adopted the foregoing amendment to
Article SECOND of the Articles of Incorporation of said
corporation.
IN WITNESS WHEREOF, UMB HEARTLAND FUND, INC., has caused
these Articles of Amendment to be signed by its President and
attested by its Secretary on April 25, 1995.
UMB HEARTLAND FUND, INC.
Attest: /s/Martin A. Cramer By: /s/Larry D. Armel
Martin A. Cramer Larry D. Armel
The Undersigned, Larry D. Armel, President of UMB Heartland
Fund, Inc., who executed on behalf of said corporation the
foregoing Articles of Amendment, of which this certificate is
made a part, hereby acknowledges, in the name and on behalf of
said corporation, the foregoing Articles of Amendment to be the
corporate act of said corporation and further certifies that, to
the best of his knowledge, information and belief, the matters
and facts set forth therein with respect to the approval thereof
are true in all material respects, under the penalties of
perjury.
/s/Larry D. Armel
Larry D Armel, President
UMB HEARTLAND FUND, INC.
RESOLUTION REGARDING CHANGE OF CORPORATE NAME
I, Martin A. Cramer, Secretary of UMB Heartland Fund, Inc., a
corporation organized and existing under the laws of the state of
Maryland, do hereby certify that I am the duly elected and acting
Secretary of said corporation and that at a meeting of the Board
of Directors of said corporation duly called, convened and held
on the 28th day of February 1995, at which a quorum was present
and acting throughout, the followig resolutions were unanimously
adopted and are now in full force and effect:
RESOLVED, that it is advisable to amend the Articles of
Incorporation to change the name of rhe Corporation to
Scout Regional Fund, Inc.
RESOLVED FURTHER, that the appropriate officers are
hereby authorized and directed to execute the Articles
of Amendment reflecting the change in the name of the
Corporation as set forth in this resolution and deliver
such Articles of Amendment to the Department of
Assessments and Taxation of Maryland to be filed.
The undersigned further certifies that the foregoing resolutions
were adopted in accordance with the charter and by-laws of this
corporation and that said resolutions are now in full force and
effect.
Dated April 13, 1995
/s/Martin A. Cramer
Secretary
(SEAL)
EX99.23(a)(6)(D)
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
SCOUT REGIONAL FUND, INC.
SCOUT REGIONAL FUND, INC., a Maryland corporation having its principal
office in Baltimore, Maryland (hereinafter called the "Corporation"), hereby
certifies to the State Department of Assessments and Taxation of Maryland
that:
FIRST: The Corporation is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended.
SECOND: ARTICLE SECOND of the Corporation's Articles of
Incorporation, as amended ("Articles"), is hereby amended to read as follows:
SECOND: The name of the Corporation is UMB Scout
Regional Fund, Inc.
THIRD: The amendment to the Articles of the Corporation as set
Forth above has been duly approved by a majority of the entire Board of
Directors of the Corporation as required by law and is limited to a change
permitted by Section 2-605(a)(4) of the Maryland General Corporation Law to
be made without action by the stockholders of the Corporation.
FOURTH: These Articles of Amendment shall become effective on
October 31, 1998.
TN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment be signed in its name and on its behalf on this 12th day of
October, 1998 by its President, who acknowledges that these Articles of
Amendment are the act of the Corporation and that to the best of his
knowledge, information and belief and under penalties of perjury, all matters
and Facts contained herein are true in all material respects.
SCOUT REGIONAL FUND, INC.
By: /s/Larry D. Armel
Larry D. Armel, President
Attest: /s/Martin A. Cramer
Martin A. Cramer
Secretary
EX99.23(a)(7)(A)
ARTICLES OF INCORPORATION
OF
UMB BOND FUND, INC.
FIRST: I, the undersigned, Robert C. Puff, whose Post-Office
address is 5529 High Drive, Shawnee Mission, Kansas, 66208, being at
least twenty-one years of age, do, under and by virtue of the general
laws of the state of Maryland authorizing the formation of corporations,
associate myself as Incorporator with the intention of forming a
corporation (hereinafter called the "Corporation").
SECOND: The name of the Corporation is UMB BOND FUND, INC.
THIRD: The purpose for which the Corporation is formed is to
act as an open-end, diversified management investment company under the
Investment Company Act of 1940, as amended, and to exercise and enjoy
all of the powers, rights and privileges granted to, or conferred upon,
corporations of a similar character by the general laws of the state of
Maryland now or hereafter in force.
FOURTH: The Post-Office address of the principal office of the
Corporation in this state is C/O the Corporation Trust Incorporated,
First Maryland Building, 25 South Charles Street, Baltimore, Maryland,
21201. The name of the Resident Agent of the Corporation in this state
is the Corporation Trust Incorporated, a corporation of this state, and
the Post-office address of the Resident Agent is First Maryland
Building, 25 South Charles Street, Baltimore, Maryland, 21201
FIFTH: The total number of shares of all classes of stock
which the Corporation shall have authority to issue is 10,000,000 shares
of a par value of one dollar ($1.00) per share and an aggregate par
value of $10,000,000. The number of the shares of stock of each class
is such number, if any, of shares of unissued stock as is classified or
reclassified into such class by the Corporation's Board of Directors
pursuant to the authority contained in Section 2-105 of the Maryland
General Corporation Law as filed by the Corporation as Articles
Supplementary under Section 2-108 of the Maryland General Corporation
Law (or any successor provisions). The Board of Directors of the
Corporation shall have the power to classify or reclassify unissued
shares into one or more classes which together with the issued shares of
stock of the corporation shall have such designations as the board may
determine and (subject to any applicable rule, regulation or order of
the Securities and Exchange Commission or other applicable law or
regulation) shall have such preferences, conversion or other rights,
voting powers, restrictions, limitations as to dividends,
qualifications, terms and conditions of redemption and other
characteristics as the Board may determine (or in the absence of
contrary determination, such as set forth herein). At any time when
there are no shares outstanding or subscribed for a particular class
previously established and designated by the Board of Directors, the
class may be liquidated by similar means. If the Board so determines,
one or more classes of stock may be treated for all purposes other than
dividends as if all shares of such classes were shares of one class.
The dividends payable to the holders of any class (subject to any
applicable rule, regulation or order of the Securities-and Exchange
Commission or any other applicable law or regulation) shall be
determined by the Board and need not be individually declared, but may
be declared and paid in accordance with a formula adopted by the Board.
Each share of a class shall have equal rights with each other share of
that class of stock with respect to the assets of the Corporation
pertaining to that class. Any fractional shares of capital stock issued
by the corporation shall have proportionately, all the rights of full
shares. Except as otherwise provided herein, all references in these
articles of incorporation to capital stock or class of stock shall apply
without discrimination to the shares of each class of stock.
(A) The holders of each share of stock of the Corporation shall
be entitled to one vote for each full share, and a fractional vote for
each fractional share of stock, irrespective of the class then standing
in his or her name in the books of the Corporation. On any matter
submitted to a vote of shareholders, all shares of the Corporation then
issued and outstanding and entitled to vote, irrespective of the class,
shall be voted in the aggregate and not by class, except (1) when
otherwise expressly provided by the Maryland General Corporation Law or
(2) when required by the Investment Company Act of 1940, as amended,
shares shall be voted by individual class; and (3) when the matter does
not affect any interest of a particular class, then only shareholders of
the affected class or classes shall be entitled to vote thereon.
(B) Each class of stock of the Corporation shall have the
following powers, preferences and participating, voting, or other
special rights and the qualifications, restrictions, and limitations
thereof shall be as follows:
(1) All consideration received by the Corporation for the issue
or sale of stock of each class, together with all income, earnings,
profits, and proceeds thereof, including any proceeds derived from the
sale, exchange or liquidation thereof, and any funds or payments derived
from any reinvestment of such proceeds in whatever form the same may be,
shall irrevocably belong to the class of shares of stock with respect to
which such assets, payments or funds were received by the Corporation
for all purposes, subject only to the rights of creditors, and shall be
so handled upon the books of account of the Corporation. Such assets,
income, earnings, profits and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation thereof and any assets
derived from any reinvestment of such proceeds, in whatever form the
same may be, are herein referred to as "assets belonging to" such class.
(2) The Board of Directors may from time to time
declare and pay dividends or distributions, in stock or in cash, on any
or all classes of stock, the amount of such dividends and the payment of
them being wholly in the discretion of the Board of Directors.
(I) Dividends or distributions on shares of
any class of stock shall be paid only out of earnings, surplus, or other
lawfully available assets belonging to such class.
(II) Inasmuch as one goal of the corporation
is to qualify as a "regulated investment company" under the Internal
Revenue Code of 1954, as amended, or any successor or comparable statute
thereto, and regulations promulgated thereunder; and inasmuch as the
computation of net income and gains for federal income tax purposes may
vary from the computation thereof on the books of the corporation, the
Board of Directors shall have the power in its discretion to distribute
in any fiscal year as dividends, including designated in whole or in
part as capital gain distributions, amounts sufficient, in the opinion
of the Board of Directors, to enable the Corporation to qualify as a
regulated investment company and to avoid liability for the Corporation
for federal income tax in respect of that year. In furtherance, and not
in limitation of the foregoing, in the event that a class of shares has
a net capital loss for a fiscal year, and to the extent that the net
capital loss offsets net capital gains from another class, the amounts
to be deemed available for distribution to the class with the net
capital gain shall be reduced by the amount of offset. The shareholders
of the class with the net capital gain shall be entitled to a full
distribution of the net income and the net capital gain to the extent
earned or realized. If the net capital loss of a class exceeds the net
capital gain from another class, the excess loss shall not reduce the
net investment income available for distribution to the class with the
loss, but shall be carried forward.
(3) In the event of the liquidation or dissolution of
the Corporation, shareholders of each class shall be entitled to
receive, as a class, out of the assets of the Corporation available for
distribution to shareholders, but other than general assets not
belonging to any particular class of stock, the assets belonging to such
class; and the assets so distributable to the shareholders of any class
shall be distributed among such shareholders in proportion to the number
of shares of such class held by them and recorded on the books of the
Corporation. In the event that there are any general assets not
belonging to any particular class of stock and available for
distribution, such distribution shall be made to the holders of stock of
all classes in proportion to the asset value of the respective classes
determined as hereinafter provided.
(4) The assets belonging to any class of stock shall
be charged with the liabilities in respect to such class, and shall also
be charged with its share of the general liabilities of the Corporation,
in proportion to the asset value of the respective classes determined as
hereinafter set out. The determination of the Board of Directors shall
be conclusive as to the amount of liabilities, including accrued
expenses and reserves, as to the allocation of the same as to a given
class, and as to whether the same or general assets of the Corporation
are allocable to one or more classes.
(C) Each holder of any class of stock of the Corporation,
who shall surrender his certificate in good delivery form to the
Corporation or who, if the shares in question are not represented by
certificates, shall deliver to the Corporation a written request in good
order signed by the shareholder, shall be entitled to require the
Corporation, to the extent that the class of stock in question has
assets lawfully available therefor and out of such assets, but not
otherwise, to redeem all or any part of the shares of such stock
standing in the name of such holder on the books of the Corporation, at
the net asset value of such shares, determined in the manner and as of
the time, and payable as provided in the Investment Company Act of 1940,
as amended. The Corporation shall make payment for any such shares to be
redeemed as aforesaid, in cash, or if in the opinion of the Board of
Directors, which shall be conclusive, conditions exist which make
payment wholly in cash unwise or undesirable, the Corporation may make
payment wholly or partly in securities belonging to the class to provide
for such redemption by it of the shares of such class.
(1) The Board of Directors of the Corporation may, in
accordance with the Investment Company Act of 1940, as amended, suspend
the right of the holders of any class of stock of the Corporation to
require the Corporation to redeem shares of such class.
(2) The Board of Directors, in the economic best
interest of the Corporation and in order to reduce the
disproportionately burdensome expenses in servicing shareholder
accounts, may from time to time, establish uniform standards with
respect to the minimum value of a stockholder account or a minimum
investment which may be made by a stockholder. The Board of Directors,
by resolution and without the vote or consent of stockholders, may
require that the aggregate net asset value of a stockholder account
shall not be less than the minimum initial investment requirement of the
Corporation at the time of the resolution. The resolution may authorize
the Corporation to close those stockholder accounts not meeting the
specified minimum standards of value by redeeming all of the shares in
such accounts, provided there is mailed to each affected stockholder
account, at least sixty (60) days prior to the planned redemption date,
a notice setting forth the minimum account size requirement and the date
on which the account will be closed if the minimum size requirement is
not met prior to said closing date.
(D) Each holder of any class of stock of the Corporation,
who surrenders his certificate in good delivery form to the Corporation
or, if the shares in question are not represented by certificates, who
delivers to the Corporation a written request in good order signed by
the shareholder, shall be entitled to convert the shares in question on
the basis hereinafter set forth, into shares of stock of any other class
of the Corporation. The Corporation shall determine the net asset
value, as hereinafter defined, of the shares to be converted and shall
deduct therefrom such conversion cost, hereinafter described and within
five (5) business days after such surrender and payment, shall issue to
the shareholder such number of shares of stock of the class desired
taken at the net asset value thereof determined in the same manner and
at the same time as that of the shares surrendered, which shall equal
the net asset value of the shares surrendered less conversion cost as
aforesaid. Any amount representing a fraction of a share may be paid in
cash at the option of the Corporation. The conversion cost above
mentioned shall be determined by adding a transaction charge as
determined by the Board of Directors. The transaction charge may be
paid and/or assigned by the Corporation to the underwriter and/or any
other agency, as it may elect. Upon any conversion taking place, proper
transfer shall be made between the assets belonging to the respective
classes of stock. The Board of Directors may limit this conversion
privilege to shares which have been held for such reasonable period of
time as the Directors may determine.
(E) The aggregate net asset value per share of a class of
the Corporation's capital stock shall be determined in accordance with
the Investment Company Act of 1940, as amended, and with generally
accepted accounting principles, by adding the market or appraised value
of all securities, cash and other assets of the Corporation pertaining
to that class, subtracting the liabilities determined by the Board of
Directors to be applicable to that class, and dividing the net result by
the number of shares of the class outstanding. Securities and other
investments and assets will be valued at fair value as determined in
good faith by the Board of Directors.
SIXTH: The shares of stock of the Corporation may be issued to
such persons and at such prices from time to time as the Board of
Directors may determine. Such issuance shall be on a non-assessable
basis. No holder of shares of stock shall have preemptive rights and
the Corporation shall have the right to issue and sell to any person or
persons and shares of its stock or any option rights exercisable for, or
securities convertible into shares of its stock without first offering
such shares, rights or securities to the holders of any shares.
SEVENTH: The number of Directors of the Corporation and their
terms of office shall be determined from time to time by the Directors
pursuant to the by-laws of the Corporation. Such number initially shall
be three and shall never be less than three. The names of the initial
Directors are:
Alfred J. Hoffman
Stuart Wien
Forrest Cloud
who shall serve until the 1983 annual meeting of stockholders, or until
their successors shall have been duly elected and shall have qualified;
William C. Hisey
William E. Hoffman
who shall serve until the 1984 annual meeting of stockholders, or until
their successors shall have been duly elected and shall have qualified;
Robert C. Puff, Jr.
W. A. Tholen
who shall serve until the 1985 annual meeting of stockholders, or until
their successors shall have been duly elected and shall have qualified.
(A) If a vacancy occurs on the Board of Directors by reason
of death, resignation, or otherwise, the Board of Directors may fill
such vacancy for the remainder of the unexpired term by majority vote of
the remaining directors; provided that after filling any such vacancy,
at least to thirds of the Directors shall have been elected by the
stockholders, and provided further that if at any time less than a
majority of the Directors then holding office were elected by the
stockholders, a stockholders' meeting shall be called as promptly as
possible and, in any event, within sixty days, for the purpose of
electing Directors to fill existing vacancies.
EIGHTH: The Corporation is expressly empowered as follows:
(A) The Corporation may enter into a written contract or
contracts with any person, including any firm, corporation, trust, or
association in which any officer, other employee, director or
stockholder of this corporation may be interested, providing for a
delegation of the management of all or part of this corporation's
securities portfolio (or portfolios) and also for the delegation of the
performance of administrative corporate functions, subject always to the
direction of the Board of Directors of this corporation. The
compensation payable by this corporation under such contracts shall be
such as is deemed fair and equitable to both parties by the said Board
of Directors. Each such contract shall in all respects be consistent
with and subject to the requirements of the Investment Company Act of
1940, as amended, as then in effect and regulations of the Securities
and Exchange Commission or any succeeding governmental authority
promulgated thereunder.
(B) The Corporation may appoint one or more distributors or
agents or both for the sale of the shares of the Corporation, may allow
such person or persons a commission on the sale of such shares, and may
enter into such contract or contracts with such person or persons as the
Board of Directors of this Corporation in its discretion may deem
reasonable and proper. Any such contract or contracts for the sale of
the shares of this corporation may be made with any person even though
such person may be an officer, other employee, director or stockholder
of this corporation or a corporation, partnership, trust or association
in which any such officer, other employee, director or stockholder may
be interested, or such person may be the same as that person retained
pursuant to the powers granted in Section (A) of this Article EIGHTH.
Each such contract shall in all respects be consistent with and subject
to the requirements of the Investment Company Act of 1940, as amended,
as then in effect and regulations of the Securities and Exchange
Commission or any succeeding governmental authority promulgated
thereunder.
(C) The Corporation may employ such custodian or custodians
for the safekeeping of the property of the corporation and of its
shares, such dividend disbursing agent or agents, and such transfer
agent or agents and registrar or registrars for its shares, and may make
and perform such contracts for the aforesaid purposes as in the opinion
of the Board of Directors of this Corporation may be reasonable,
necessary or proper for the conduct of the affairs of the Corporation,
and may pay the fees and disbursements of such custodians, dividend
disbursing agents, transfer agents, and registrars out of the income
and/or any other property of the Corporation. Notwithstanding any other
provisions of these Articles of Incorporation or the by-laws of the
Corporation, the Board of Directors may cause any or all of the property
of the Corporation to be transferred to, or be acquired and held in the
name of, a custodian so appointed or any nominees of this Corporation or
nominee or nominees of such custodian satisfactory to the Board of
Directors of this Corporation.
(D) The same person, partnership (general or limited),
association, trust or corporation may be employed in any multiple
capacity under subsections (A, (B) and (C) of this article EIGHTH and
may receive compensation from the Corporation in as many capacities in
which such person, partnership (general or limited), association, trust
or corporation shall serve the Corporation.
NINTH: (A) The Corporation shall indemnify any person who was
or is a party, or is threatened to be made a party, to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in
right of the Corporation), by reason of the fact that he is or was a
director or officer of the Corporation, or is or was serving at the
request of the Corporation as a director or officer of another
corporation, partnership, joint venture, trust, association or other
enterprise, against expenses (including attorney's fees), judgements,
fines and amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, has no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or
proceeding by judgement, order, settlement or conviction, or upon a plea
of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in, or not opposed to, the best
interests of the Corporation, and, with respect to any criminal action
or proceeding, did not have reasonable cause to believe that his conduct
was unlawful.
(B) The Corporation shall indemnify any person who was or
is a party, or is threatened to be made a party, to any threatened or
completed action, suit or proceeding by or in the right of the
Corporation to procure a judgement in its favor by reason of the fact
that he is or was a director or officer of the Corporation, or is or was
serving at the request of the Corporation as a director or officer of
another corporation, partnership, trust, joint venture, association or
other enterprise against expenses (including attorneys' fees actually
and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the Corporation; except that no such indemnification shall
be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable for negligence or misconduct in
the performance of his duty to the Corporation, unless and only to the
extent that a court shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for
such expenses which the court shall deem proper.
(C) To the extent that a director or officer of the
Corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (A) and (B),
or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
(D) Any indemnification under subsections (A) and (B)
(unless ordered by a court of competent jurisdiction) shall be made by
the Corporation only as authorized in the specific case upon a
determination that indemnification of the director or officer is proper
in the circumstances because he has met the applicable standard of
conduct set forth in subsections (A) and (B) of this article NINTH.
Such determination shall be made by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or if such a quorum is not obtainable, or
even if obtainable, a quorum of directors who are not "interested
persons' as defined in the Investment Company Act of 1940, as amended,
so directs, by independent legal counsel in a written opinion, or if
such written opinion is not obtainable, by vote of the stockholders at
the annual meeting or a special meeting called for that purpose.
(E) Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the corporation in advance of
the final disposition of such action, suit or proceeding as authorized
by the Board of Directors in the specific case upon receipt of any
undertaking by or on behalf of the director or officer to repay such
amount unless it shall ultimately be determined that he is entitled to
be indemnified by the Corporation as authorized in this article NINTH.
(F) The indemnification provided by this article NINTH
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any by-law, agreement, vote of
stockholders or directors who are not "interested persons" as defined in
the Investment Company Act of 1940, as amended, or otherwise, both as to
action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has
ceased to be a director or officer and shall inure to the benefit of the
heirs, executors, and administrators of such person.
(G) The Corporation may purchase and maintain insurance on
its behalf and on behalf of any person who is or was a director or
officer of the Corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation,
partnership, trust, joint venture, association or other enterprise
against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability
under the provisions of this article NINTH.
(H) Anything to the contrary in the foregoing clauses (A)
through (G) of this article NINTH notwithstanding, no director or
officer shall be indemnified against any liability to the Corporation or
to its security holders to which he would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.
TENTH: In furtherance, and not in limitation, of the powers
conferred by the laws of the state of Maryland, the Board of Directors
is expressly authorized:
(A) To make, alter or repeal the by-laws of the
Corporation, except where such power is reserved by the by-laws to the
stockholders, and except as otherwise required by the Investment Company
Act of 1940, as amended.
(B) From time to time to determine whether and to what
extent and at what times and places and under what conditions and
regulations the books and accounts of the Corporation, or any of them
other than the stock ledger, shall be open to the inspection of the
stockholder, and no stockholder shall have any right to inspect any
account or book or document of the Corporation, except as conferred by
law or authorized by resolution of the Board of Directors or of the
stockholders.
(C) To authorize and issue obligations of the Corporation,
secured and unsecured, without assent or vote of the stockholders, as
the Board of Directors may determine, and to authorize and cause to be
executed mortgages and liens upon the property of the Corporation, real
and/or personal, but only to the extent permitted by the fundamental
policies of the Corporation set out in its registration statement filed
with the Securities and Exchange Commission or any succeeding
governmental authority, pursuant to the Investment Company Act of 1940,
as amended.
(D) In addition to the powers and authorities granted
herein and by statute expressly conferred upon it, the Board of
Directors is authorized to exercise all such powers and do all such acts
and things as may be exercised or done by the Corporation, subject,
nevertheless, to the provisions of Maryland law, these Articles of
Incorporation, and the by-laws of the Corporation.
ELEVENTH: The books of the Corporation may be kept (subject to
any provisions of Maryland law) outside the state of Maryland at such
place or places as may be designated from time to time by the Board of
Directors or in the by-laws of the Corporation. Elections of directors
need not be by ballot unless the by-laws of the Corporation so provide.
TWELFTH: The Corporation reserves the right to amend, alter,
change or repeal any provision contained in these Articles of
Incorporation, in the manner now or hereafter prescribed by statute, and
all rights conferred upon stockholders herein are granted subject to
this reservation.
THIRTEENTH: Notwithstanding any provision of Maryland law
requiring more than a majority vote of the common stock in connection
with any corporate action including, but not limited to, amendment of
these Articles of Incorporation, unless otherwise provided in these
Articles of Incorporation the Corporation may take or authorize such
action upon the favorable vote of the holders of a majority of the
outstanding shares of common stock.
FOURTEENTH: The duration of the Corporation shall be perpetual.
IN WITNESS WHEREOF, the undersigned Incorporator of the UMB BOND
FUND, INC. who executed the foregoing Articles of Incorporation hereby
acknowledges that to the best of his knowledge the matters and facts set
forth herein are true in all material respects under penalties of
perjury.
Dated the 27th day of July, 1982.
/s/Robert C. Puff, Jr.
Robert C. Puff, Jr.
EX99.23(a)(7)(B)
Articles of Revival
First: The name of the corporation at the time the charter was
forfeited was UMB BOND FUND, INC.
Second: The name which the corporation will use after revival is
UMB BOND FUND, INC.
Third: The name and address of the resident agent are
the Corporation Trust, Inc. 32 South St, Baltimore MD. 21202
Fourth: These Articles of Revival are for the purpose of
reviving the charter of the corporation.
Fifth: At or prior to the filing of these Articles of Revival,
the corporation has:
(a) Paid all fees required by law;
(b) Filed all annual reports which should have been filed by
the corporation if its charter had not been forfeited;
(c) Paid all state and local taxes, except taxes on real
estate, and all interest and penalties due by the
corporation or which would have become due if the charter
had not been forfeited whether or not barred by limitations.
Sixth: The address of the principal office in this state is C/O
the Corporation Trust Incorporated, 32 South Street, Baltimore,
Maryland, 21202.
The undersigned who were respectively the last acting president
and the treasurer of the corporation severally acknowledge the
Articles to be their act.
/s/Larry D. Armel
Larry D. Armel
Last Acting President
/s/Stephen R. Ross
Stephen R. Ross
Last Acting Treasurer
AFFIDAVIT FOR REVIVAL OF A CHARTER
State of Missouri)
) S.S.
County of Jackson)
I, Larry D. Armel, President of UMB BOND FUND, INC.,
hereby declare that the previously mentioned corporation has paid
all State and local taxes except taxes on real estate, and all
interest and penalties due by the corporation or which would have
become due if the charter had not been forfeited whether or not
barred by limitations.
/s/Larry D. Armel
Larry D. Armel, President
I hereby certify that on December 26, 1986 before me, the
subscriber, a notary public of the State of Missouri, in and for
Jackson County personally appeared Larry D. Armel and made oath
under the penalties of perjury that the matters and facts set
forth in this affidavit are true to the best of his knowledge,
information and belief.
As witness my hand and notarial seal
/s/Jacqueline B. Willhite
Jacqueline B. Willhite, Notary Public
My Commission expires 2/23/87.
EX99.23(a)(7)(C)
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
UMB BOND FUND, INC.
UMB BOND FUND, INC., (the "Corporation"), a Maryland
corporation having its principal office in Baltimore, Maryland,
hereby certifies, in accordance with Section 2-605 of the
Maryland General Corporation Law, to the State Department of
Assessments and Taxation of Maryland that:
ONE: Article SECOND of the Articles of
Incorporation of the Corporation is hereby amended to change the
name of the Corporation to SCOUT BOND FUND, INC.
TWO: The Board of Directors of the Corporation on
February 28, 1995, duly adopted the foregoing amendment to
Article SECOND of the Articles of Incorporation of said
corporation.
IN WITNESS WHEREOF, UMB BOND FUND, INC., has caused
these Articles of Amendment to be signed by its President and
attested by its Secretary on April 25, 1995.
UMB BOND FUND, INC.
Attest: /s/Martin A. Cramer By: /s/Larry D. Armel
Martin A. Cramer Larry D. Armel
The Undersigned, Larry D. Armel, President of UMB Bond
Fund, Inc., who executed on behalf of said corporation the
foregoing Articles of Amendment, of which this certificate is
made a part, hereby acknowledges, in the name and on behalf of
said corporation, the foregoing Articles of Amendment to be the
corporate act of said corporation and further certifies that, to
the best of his knowledge, information and belief, the matters
and facts set forth therein with respect to the approval thereof
are true in all material respects, under the penalties of
perjury.
/s/Larry D. Armel
Larry D Armel, President
EX99.23(a)(7)(D)
ARTICLES SUPPLEMENTARY TO
ARTICLES OF INCORPORATION OF
SCOUT BOND FUND, INC.
The SCOUT BOND FUND, INC., a Maryland corporation having its
principal office in Baltimore, Maryland (hereinafter called the "Corporation"),
hereby certifies to the State Department of Assessments and Taxation of
Maryland, in accordance with the requirements of Section 2-208 and 2-208.1 of
the Maryland General Corporation Law that:
FIRST: The Corporation is registered as an open-end management
investment company under the Investment Company Act of 1940.
SECOND: The total number of shares which tile Corporation currently
has authority to issue is Ten Million (10,000,000) shares of stock, with a
par value of one dollar ($1.00) per share, known as Common Stock and such
Common Stock having an aggregate par value of Ten Million Dollars
($10,000,000), is classified and allocated into one class as follows:
Number of Shares of Common Stock
Name of Class Initially Classified and Allocated
Bond Portfolio 10,000,000
THIRD: The Board of Directors of the Corporation, on January 24, 1996,
adopted resolutions increasing the authorized capital of the Corporation by
Ten Million (10,000,000) shares of Common Stock with a par value of one
dollar ($1.00) per share, to Twenty Million (20,000,000) shares and
allocating and classifying the additional shares as follows:
Number of Shares of Common Stock
Name of Class Initially Classified and Allocated
Bond Portfolio 10,000,000
FOURTH: The shares of the Bond Portfolio series so classified and
allocated shall have all the rights and privileges as set forth in the
Corporation's Articles of Incorporation, including, such priority in the
assets and liabilities of such series as may be provided in such Articles.
FIFTH: The shares of the Bond Portfolio series have been classified
by the Board of Directors pursuant to authority contained in the Articles of
Incorporation of the Corporation.
SIXTH: After giving effect to the increase and to the allocation, the
aggregate par value of all Common Stock of the Corporation is Twenty Million
Dollars ($20,000,000) and the total amount of Common Stock, with a par value
of one dollar ($1.00) per share, allocated to each class is as follows:
Total Number of
Name of Class Shares Allocated
Bond Portfolio 20,000,000
SEVENTH: The total number of shares of capital stock that the
Corporation has authority to issue has been increased by the Board of
Directors in accordance with Section 2-105(c) of the Maryland General
Corporation Law.
IN WITNESS WHEREOF, SCOUT BOND FUND, INC. has caused these presents
to be signed in its name and on its behalf by its President and attested
by its Secretary on January 24, 1996.
SCOUT BOND FUND, INC.
By: /s/Larry D. Armel
Larry D. Armel
President
Attest:
/s/Martin A. Cramer
Martin A. Cramer
Secretary
THE UNDERSIGNED, President of SCOUT BOND FUND, INC., who executed on
behalf of said Corporation the foregoing Articles Supplementary to the
Articles of Incorporation, of which this certificate is made a part, hereby
acknowledges, in the name and on behalf of said Corporation, the foregoing
Articles Supplementary to the Articles of Incorporation to be the corporate
act of said Corporation and further certifies that, to the best of his
knowledge, information and belief, the matters set forth therein with respect
to the approval thereof are true in all material respects, under the
penalties of perjury.
/s/Larry D. Armel
Larry D. Armel
President
EX99.23(a)(7)(E)
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
SCOUT BOND FUND, INC.
SCOUT BOND FUND, INC., a Maryland corporation having its principal
office in Baltimore, Maryland (hereinafter called the "Corporation"), hereby
certifies to the State Department of Assessments and Taxation of Maryland
that:
FIRST: The Corporation is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended.
SECOND: ARTICLE SECOND of the Corporation's Articles of
Incorporation, as amended ("Articles"), is hereby amended to read as follows:
SECOND: The name of the Corporation is UMB Scout
Bond Fund, Inc.
THIRD: The amendment to the Articles of the Corporation as set
Forth above has been duly approved by a majority of the entire Board of
Directors of the Corporation as required by law and is limited to a change
permitted by Section 2-605(a)(4) of the Maryland General Corporation Law to
be made without action by the stockholders of the Corporation.
FOURTH: These Articles of Amendment shall become effective on
October 31, 1998.
TN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment be signed in its name and on its behalf on this 12th day of
October, 1998 by its President, who acknowledges that these Articles of
Amendment are the act of the Corporation and that to the best of his
knowledge, information and belief and under penalties of perjury, all matters
and Facts contained herein are true in all material respects.
SCOUT BOND FUND, INC.
By: /s/Larry D. Armel
Larry D. Armel, President
Attest: /s/Martin A. Cramer
Martin A. Cramer
Secretary
EX99.23(a)(8)(A)
ARTICLES OF INCORPORATION
OF
SCOUT CAPITAL PRESERVATION FUND, INC.
FIRST: I, the undersigned, John G. Dyer, whose post-office
address is L-36 Route 1, Lake Lotawana, Missouri, 64086, being at
least twenty-one years of age, do, under and by virtue of the
general laws of the state of Maryland authorizing the formation
of corporations, associate myself as Incorporator with the
intention of forming a corporation (hereinafter called the
"Corporation")
SECOND: The name of the Corporation is SCOUT CAPITAL
PRESERVAITON FUND, INC.
THIRD: The purpose for which the Corporation is formed is
to act as an open-end, diversified management investment company
under the Investment Company Act of 1940, as amended, and to
exercise and enjoy all of the powers1 rights and privileges
granted to, or conferred upon, corporations of a similar
character by the general laws of the state of Maryland now or
hereafter in force.
FOURTH: The Post-Office address of the principal office of the
Corporation in this state is C/O Corporation Trust Incorporated, 32
South Street, Baltimore, Maryland, 21202. The name of the
Resident Agent of the Corporation in this state is the
Corporation Trust Incorporated, a corporation of this state, and
the Post-office address of the Resident Agent is 32 South Street,
Baltimore, Maryland, 21202.
FIFTH: The total number of shares of all classes of stock
which the Corporation shall have authority to issue is 10,000,000
shares of a par value of one dollar ($1.00) per share and an
aggregate par value of $10,000,000. The number of the shares of
stock of each class is such numbers if any, of shares of unissued
stock as is classified or reclassified into such class by the
Corporation's Board of Directors pursuant to the authority
contained in Section 2-105 of the Maryland General Corporation
Law as filed by the Corporation as Articles Supplementary under
Section 2-208 of the Maryland General Corporation Law (or any
successor provisions). The Board of Directors of the Corporation
shall have the power to classify or reclassify unissued shares
into one or more classes which together with the issued shares of
stock of the corporation shall have such designations as the
board may determine and (subject to any applicable rule,
regulation or order of the Securities and Exchange Commission or
other applicable law or regulation) shall have such preferences,
conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications, terms and conditions
of redemption and other characteristics as the Board may
determine (or in the absence of contrary determination, such as
Page 1 of 9 pages
set forth herein). At any time when there are no shares
outstanding or subscribed for a particular class previously
established and designated by the Board of Directors, the class
may be liquidated by similar means. - If the Board so determines,
one or more classes of stock may be treated for all purposes
other than dividends as if all shares of such classes were shares
of one class. The dividends payable to the holders of any class
(subject to any applicable rule, regulation or order of the
Securities and Exchange Commission or any other applicable law or
regulation) shall be determined by the Board and need not be
individually declared, but may be declared and paid in accordance
with a formula adopted by the Board. Each share of a class shall
have equal rights with each other share of that class of stock
with respect to the assets of the Corporation pertaining to that
class. Any fractional shares of capital stock issued by the
corporation shall have proportionately, all the rights of full
shares. Except as otherwise provided herein, all references in
these articles of incorporation to capital stock or class of
stock shall apply without discrimination to the shares of each
class of stock.
(A) The holders of each share of stock of the
Corporation shall be entitled to one vote for each full share,
and a fractional vote for each fractional share of stock,
irrespective of the class then standing in his or her name in the
books of the Corporation. On any matter submitted to a vote of
shareholders, all shares of the Corporation then issued and
outstanding and entitled to vote, irrespective of the class,
shall be voted in the aggregate and not by class, except (1) when
otherwise expressly provided by the' Maryland General Corporation
Law or (2) when required by the Investment Company Act of 1940,
as amended, shares shall be voted by individual class; and (3)
when the matter does not-affect any interest of a particular
class, then only shareholders of the affected class or classes
shall be entitled to vote thereon.
(B) Each class of stock of the Corporation shall have
the following powers, preferences and participating, voting, or
other special rights and the qualifications, restrictions, and
limitations thereof shall be as follows:
(1) All consideration receive by the Corporation
for the issue or sale of stock of each class, together with all
income, earnings, profits, and proceeds thereof, including any
proceeds derived from the sale, exchange or liquidation thereof,
and any funds or payments derived from any reinvestment of such
proceeds in whatever form the same may be, shall irrevocably
belong _to the class of shares of stock with respect to which
such assets, payments or funds were received by the Corporation
for all purposes, subject only to the rights of creditors, and
shall be so handled upon the books of account of the Corporation.
Such assets, income, earnings, profits and proceeds thereof,
including any proceeds derived from the sale, exchange or
liquidation thereof and any assets derived from any reinvestment
of such proceeds, in whatever form the same may be, are herein
referred to as "assets belonging to" such class.
Page 2 of 9 pages
(2) The Board of Directors Ray from time to time
declare and pay dividends or distributions, in stock or in cash,
on any or all classes of stock, the amount of such dividends and
the payment of them being wholly in the discretion of the Board
of Directors.
(I) Dividends or distributions on shares of
any class of stock shall be paid only out of earnings, surplus,
or other lawfully available assets belonging to such class.
(II) Inasmuch as one goal of the corporation
is to qualify as a "regulated investment company" under the
Internal Revenue Code of 1986, as amended, or any successor or
comparable statute thereto, and regulations promulgated
thereunder; and inasmuch as the computation of net income and
gains for federal income tax purposes may vary from the
computation thereof on the books of the corporation, the Board of
Directors shall have the power in its discretion to distribute in
any fiscal year as dividends, including designated in whole or in
part as capital gain distributions, amounts sufficient, in the
opinion of the Board of Directors, to enable the Corporation to
qualify as a regulated investment company and to avoid liability
for the Corporation for federal income tax in respect of that
year.
(3) In the event of the liquidation or dissolution
of the Corporation, shareholders of each class shall be entitled
to receive, as a class, out of the assets of the Corporation
available for distribution to shareholders, but other than
general assets not belonging to any particular class of stock,
the assets belonging to such class; and the assets so
distributable to the shareholders of any class shall be
distributed among such shareh6lders in proportion to the number
of shares of such class held by them and recorded on the books of
the Corporation. In the event that there are any general assets
not belonging to any particular class of stock and available for
distribution, such distribution shall be made to the holders of
stock of all classes in proportion to the asset value of the
respective classes determined as hereinafter provided.
(4) The assets belonging to any class of stock
shall be charged with the liabilities in respect to such class,
and shall also be charged with its share of the general
liabilities of the Corporation, in proportion to the asset value
of the respective classes determined as hereinafter set out. The
determination of the Board of Directors shall be conclusive as to
the amount of liabilities, including accrued expenses and
reserves, as to the allocation of the same as' to a given class,
and as to whether the same or general assets of the Corporation
are allocable to one or more classes.
(C) Each holder of any class of stock of the
Corporation, who shall surrender his certificate in good delivery
form to the Corporation or who, if the shares in question are not
represented by certificates, shall deliver to the Corporation a
Page 3 of 9 pages
written request in good order signed by the shareholder, shall be
entitled to require the Corporation, to the extent that the class
of stock in question has assets lawfully available therefor and
out of such assets, but not otherwise, to redeem all or any part
of the shares of such stock standing in the name of such holder
on the books of the Corporation, at the net asset value of such
shares, determined in the manner and as of the time, and payable
as provided in the Investment Company Act of 1940, as amended.
The Corporation shall make payment for any such shares to be
redeemed as aforesaid, in cash, or if in the opinion of the Board
of Directors, which shall be conclusive, conditions exist which
make payment wholly in cash unwise or undesirable, the
Corporation may make payment wholly or partly in securities
belonging to the class to provide for such redemption by it of
the shares of such class.
(1) The Board of Directors of the Corporation may,
in accordance with the Investment Company Act of 1940, as
amended, suspend the right of the holders of any class of stock
of the Corporation to require the Corporation to redeem shares of
such class.
(2) The Board of Directors, in the economic best
interest of the Corporation and in order to reduce the
disproportionately burdensome expenses in servicing shareholder
accounts, may from time to time, establish uniform standards with
respect to the minimum value of a stockholder account or a
minimum investment which may be made by a stockholder. The Board
of Directors, by resolution and without tie vote or consent of
stockholders, may require that the aggregate net asset value of a
stockholder account shall not be less-than the minimum initial
investment requirement of the Corporation at the time of the
resolution. The resolution may authorize the Corporation to
close those stockholder accounts not meeting the specified
minimum standards of value by redeeming all of the shares in such
accounts, provided there is mailed to each affected stockholder
account, at least sixty (60) days prior to the planned redemption
date, a notice setting forth the minimum account size requirement
and the date on which the account will be closed if the minimum
size requirement is not met prior to said closing date.
(D) Each holder of any class of stock of the
Corporation, who surrenders his certificate in good delivery form
to the Corporation or, if the shares in question are not
represented by certificates, who delivers to the Corporation a
written request in good order signed by the shareholder, shall be
entitled to convert the shares in question on the basis
hereinafter set forth, into shares of stock of any other class of
the Corporation. The Corporation shall determine the net asset
value, as hereinafter defined, of the shares to be converted and
shall deduct therefrom such conversion cost, hereinafter
described and within five (5) business days after such surrender
and payment, shall issue to the shareholder such number of shares
of stock of the class desired taken at the net asset value
thereof determined in the same manner and at the same time as
that of the shares surrendered, which shall equal the net asset
Page 4 of 9 pages
value of the shares surrendered less conversion cost as
aforesaid. Any amount representing a fraction of a share may be
paid in cash at the option of the Corporation. The conversion
cost above mentioned shall be determined by adding a transaction
charge as determined by the Board of Directors. The transaction
charge may be paid and/or assigned by the Corporation to the
underwriter and or any other agency, as it may elect. Upon any
conversion taking place, proper transfer shall be made between
the assets belonging to the respective classes of stock. The
Board of Directors may limit this conversion privilege to shares
which have been held for such reasonable period of time as the
Directors may determine.
(E) The aggregate net asset value per share of a class
of the Corporation's capital stock shall be determined in
accordance with the Investment Company Act of 1940, as amended,
and with generally accepted accounting principles, by adding the
market or appraised value of all securities, cash and other
assets of the Corporation pertaining to that class, subtracting
the liabilities determined by the Board of Directors to be
applicable to that class, and dividing the net result by the
number of shares of the class outstanding. Securities and other
investments and assets will be valued at fair value as determined
in good faith by the Board of Directors.
SIXTH: The shares of stock of the Corporation may be issued
to such persons and at such prices from time to time as the Board
of Directors may determine. Such issuance shall be on a non-
assessable basis. No holder of shares of stock shall have pre-
emptive rights and the Corporation shall have the right to issue
and sell to any person or persons and shares of its stock or any
option rights exercisable for, or securities convertible into
shares of its stock without first offering such shares, rights or
securities to the holders of any shares.
SEVENTH: The number of Directors of the Corporation and
their terms of office shall be determined from time to time by
the Directors pursuant to the by-laws of the Corporation. Such
number initially shall be five and shall never be less than
three. The names of the initial Directors are:
Larry D. Armel
William E. Hoffman
Eric T. Jager
Stephen F. Rose
Stuart Wien
who shall serve until their respective successors are elected and
qualified.
(A) If a vacancy occurs on the Board of Directors by
reason of death, resignation, or otherwise, the Board of
Directors may fill such vacancy for the remainder of the
unexpired term by majority vote of the remaining directors;
Page 5 of 9 pages
provided that after filling any such vacancy, at least two thirds
of the Directors shall have been elected by the stockholders, and
provided further that if at any time less than a majority of the
Directors then holding office were elected by the stockholders1 a
stockholders' meeting shall be called as promptly as possible
and, in any event, within sixty days, for the purpose of electing
Directors to fill existing vacancies.
EIGHTH: The Corporation is expressly empowered as follows:
(A) The Corporation may enter into a written contract
or contracts with any person, including any firm, corporation,
trust, or association in which any officer, other employee,
director or stockholder of this corporation may be interested,
providing for a delegation of the management of all or part of
this corporation's securities portfolio (or portfolios) and also
for the delegation of the performance of administrative corporate
functions, subject always to the direction of the Board of
Directors of this corporation. The compensation payable by this
corporation under such contracts shall be such as is deemed fair
and equitable to both parties by the said Board of Directors.
Each such contract shall in all respects be consistent with and
subject to the requirements of the Investment Company Act of
1940, as amended, as then in effect and regulations of the
Securities and Exchange Commission or any succeeding governmental
authority promulgated thereunder.
(B) The Corporation may appoint one or more
distributors or agents or both for the sale of the shares of the
Corporation, may allow such person or persons a commission on the
sale of such share's, and may enter into such contract or
contracts with such person or persons as the Board of Directors
of this Corporation in its discretion may deem reasonable and
proper. Any such contract or contracts for the sale of the
shares of this corporation may be made with any person even
though such person may be an officer, other employee, director or
stockholder of this corporation or a corporation, partnership,
trust or association in which any such officer, other employee,
director or stockholder may be interested, or such person may be
the same as that person retained pursuant to the powers granted
in Section (A) of this Article EIGHTH. Each such contract shall
in all respects be consistent with and subject to the
requirements of the Investment Company Act of 1940, as amended,
as then in effect and regulations of the Securities and Exchange
Commission or any succeeding governmental authority promulgated
thereunder.
(C) The Corporation may employ such custodian or
custodians for the safekeeping of the property of the corporation
and of its shares, such dividend disbursing agent or agents, and
such transfer agent or agents and registrar or registrars for its
shares, and may make and perform such contracts for the aforesaid
purposes as in the opinion of the Board of Directors of this
Corporation may be reasonable, necessary or proper for the
conduct of the affairs of the Corporation, and may pay the fees
and disbursements of such custodians, dividend disbursing agents,
Page 6 of 9 pages
transfer agents, and registrars out of the income and/or any
other property of the Corporation. Notwithstanding any other
provisions of these articles of incorporation or the by-laws of
the Corporation, the Board of Directors may cause any or all of
the property of the Corporation to be transferred to, or be
acquired and held in the name of, a custodian so appointed or any
nominees of this Corporation or nominee or nominees of such
custodian satisfactory to the Board of Directors of this
Corporation.
(D) The same person, partnership (general or limited),
association, trust or corporation may be employed in any multiple
capacity under subsections (A), (B) and (C) of this article
EIGHTH and may receive compensation from the Corporation in as
many capacities in which such person, partnership (general or
limited), association, trust or corporation shall serve' the
Corporation.
NINTH: (A) To the fullest extent that limitations on the
liability of directors and officers are permitted by the Maryland
General Corporation Law, no director or officer of the
Corporation shall have any liability to the Corporation or its
stockholders for money damages. This limitation on liability
applies to events occurring at the time a person serves as a
director or officer of the Corporation whether or not such person
is a director or officer at the time of any proceeding' in which
liability is asserted.
(B) The Corporation shall indemnify and advance
expenses to its currently acting and its former directors to the
fullest extent that indemnification of directors is permitted by
the Maryland General Corporation Law. The Corporation shall
indemnify and advance expenses to its officers to the same extent
as its directors and to such further extent as is consistent with
law. The Board of Directors may by Bylaw, resolution or
agreement make further provisions for indemnification of
directors, officers, employees and agents to the fullest extent
permitted by the Maryland General Corporation Law.
(C) No provision of this Article shall be effective to
protect or purport to protect any director or officer of the
Corporation against any liability to the Corporation or its
security holders t6 which he would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.
(D) References to the Maryland General Corporation Law
in this Article are to the law as from time to time amended. No
further amendment to the Articles of Incorporation of the
Corporation shall affect any right of any person under this
Article based on any event, omission or proceeding prior to such
amendment.
Page 7 of 9 pages
(E) Each provision of this Article NINTH shall be
severable from the remainder, and the invalidity of any such
provision shall not affect the validity of the remainder of this
Article NINTH.
TENTH: The Corporation may purchase and maintain insurance
on its behalf and on behalf of any person who is or was a
director or officer of the Corporation, or is or was serving at
the request of the Corporation as a director or officer of
another corporation, partnership, trust, joint venture,
association or other enterprise against any liability asserted
against him and incurred by him in any such capacity.
ELEVENTH: In furtherance, and not in limitation, of the
powers conferred by the laws of the state of Maryland, the Board
of Directors is expressly authorized:
(A) To make, alter or repeal the by-laws of the
Corporation, except where such power is reserved by the by-laws
to the stockholders, and except as otherwise required by the
Investment Company Act of 1940, as amended.
(B) From time to time to determine whether and to what
extent and at what times and places and under what conditions and
regulations the books and accounts of the Corporation or any of
them other than the stock ledger, shall be open to the inspection
of the stockholder, and no stockholder shall have any right to
inspect any account or book or document of the Corporation,
except as conferred by law or authorized 6y resolution of the
Board of Directors or of the stockholders.
(C) To authorize and issue obligations of the
Corporation, secured and unsecured, without assent or vote of the
stockholders, as the Board of Directors may determine, and to
authorize and cause to be executed mortgages and liens upon the
property of the Corporation, real and/or personal, but only to
the extent permitted by the fundamental policies of the
Corporation set out in its' registration statement filed with the
Federal Securities and Exchange Commission or any succeeding
governmental authority, pursuant to the Investment Company Act of
1940, as amended.
(D) In addition to the powers and authorities granted
herein and by statute expressly conferred upon it, the Board of
Directors is authorized to exercise all such powers and do all
such acts and things as may be exercised or done by the
Corporation, subject, nevertheless, to the provisions of Maryland
law, these Articles of Incorporation, and the by-laws of the
Corporation.
TWELFTH: The books of the Corporation may be kept (subject
to any provisions of Maryland law) outside the state of Maryland
at such place or places as may be designated from time to time by
the Board of Directors or in the by-laws of the Corporation.
Elections of directors need not be by ballot unless the by-laws
of the Corporation so provide.
Page 8 of 9 pages
THIRTEENTH: The Corporation reserves the right to amend,
alter, change or repeal any provision contained in these Articles
of Incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.
FOURTEENTH: Notwithstanding any provision of Maryland law
requiring more than a majority vote of the common stock in
connection with any corporate action including, but not limited
to, amendment of these Articles of Incorporation, unless
otherwise provided in these Articles of Incorporation the
Corporation may take or authorize such action upon the favorable
vote of the holders of a majority of the outstanding shares of
common stock.
FIFTEENTH: The duration of the Corporation shall be
perpetual.
IN WITNESS WHEREOF, the undersigned Incorporator of the
SCOUT CAPITAL PRESERVATION FUND, INC. who executed the
foregoing Articles of Incorporation hereby acknowledges that to
the best of his knowledge the matters and facts set forth herein
are true in all material respects under penalties of perjury.
Dated the 3rd day October, 1997.
/s/John G. Dyer
John G. Dyer
Page 9 of 9 pages
EX99.23(a)(8)(B)
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
SCOUT CAPITAL PRESERVATION FUND, INC.
SCOUT CAPITAL PRESERVATION FUND, INC., a Maryland corporation having its
principal office in Baltimore, Maryland (hereinafter called the "Corporation"),
hereby certifies to the State Department of Assessments and Taxation of
Maryland that:
FIRST: The Corporation is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended.
SECOND: ARTICLE SECOND of the Corporation's Articles of
Incorporation, as amended ("Articles"), is hereby amended to read as follows:
SECOND: The name of the Corporation is UMB Scout
Capital Preservation Fund, Inc.
THIRD: The amendment to the Articles of the Corporation as set
Forth above has been duly approved by a majority of the entire Board of
Directors of the Corporation as required by law and is limited to a change
permitted by Section 2-605(a)(4) of the Maryland General Corporation Law to
be made without action by the stockholders of the Corporation.
FOURTH: These Articles of Amendment shall become effective on
October 31, 1998.
TN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment be signed in its name and on its behalf on this 12th day of
October, 1998 by its President, who acknowledges that these Articles of
Amendment are the act of the Corporation and that to the best of his
knowledge, information and belief and under penalties of perjury, all matters
and Facts contained herein are true in all material respects.
SCOUT CAPITAL PRESERVATION FUND, INC.
By: /s/Larry D. Armel
Larry D. Armel, President
Attest: /s/Martin A. Cramer
Martin A. Cramer
Secretary
EX99.23(a)(9)(A)
ARTICLES OF INCORPORATION
OF
SCOUT KANSAS TAX-EXEMPT BOND FUND, INC.
FIRST: I, the undersigned, John G. Dyer, whose post-office
address is L-36 Route 1, Lake Lotawana, Missouri, 64086, being at
least twenty-one years of age, do, under and by virtue of the
general laws of the state of Maryland authorizing the formation
of corporations, associate myself as Incorporator with the
intention of forming a corporation (hereinafter called the
"Corporation")
SECOND: The name of the Corporation is SCOUT KANSAS TAX-
EXEMPT BOND FUND, INC.
THIRD: The purpose for which the Corporation is formed is
to act as an open-end, diversified management investment company
under the Investment Company Act of 1940, as amended, and to
exercise and enjoy all of the powers1 rights and privileges
granted to, or conferred upon, corporations of a similar
character by the general laws of the state of Maryland now or
hereafter in force.
FOURTH: The Post-Office address of the principal office of the
Corporation in this state is C/O theCorporation Trust Incorporated, 32
South Street, Baltimore, Maryland, 21202. The name of the
Resident Agent of the Corporation in this state is the
Corporation Trust Incorporated, a corporation of this state, and
the Post-office address of the Resident Agent is 32 South Street,
Baltimore, Maryland, 21202.
FIFTH: The total number of shares of all classes of stock
which the Corporation shall have authority to issue is 10,000,000
shares of a par value of one dollar ($1.00) per share and an
aggregate par value of $10,000,000. The number of the shares of
stock of each class is such numbers if any, of shares of unissued
stock as is classified or reclassified into such class by the
Corporation's Board of Directors pursuant to the authority
contained in Section 2-105 of the Maryland General Corporation
Law as filed by the Corporation as Articles Supplementary under
Section 2-208 of the Maryland General Corporation Law (or any
successor provisions). The Board of Directors of the Corporation
shall have the power to classify or reclassify unissued shares
into one or more classes which together with the issued shares of
stock of the corporation shall have such designations as the
board may determine and (subject to any applicable rule,
regulation or order of the Securities and Exchange Commission or
other applicable law or regulation) shall have such preferences,
conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications, terms and conditions
of redemption and other characteristics as the Board may
determine (or in the absence of contrary determination, such as
Page 1 of 9 pages
set forth herein). At any time when there are no shares
outstanding or subscribed for a particular class previously
established and designated by the Board of Directors, the class
may be liquidated by similar means. - If the Board so determines,
one or more classes of stock may be treated for all purposes
other than dividends as if all shares of such classes were shares
of one class. The dividends payable to the holders of any class
(subject to any applicable rule, regulation or order of the
Securities and Exchange Commission or any other applicable law or
regulation) shall be determined by the Board and need not be
individually declared, but may be declared and paid in accordance
with a formula adopted by the Board. Each share of a class shall
have equal rights with each other share of that class of stock
with respect to the assets of the Corporation pertaining to that
class. Any fractional shares of capital stock issued by the
corporation shall have proportionately, all the rights of full
shares. Except as otherwise provided herein, all references in
these articles of incorporation to capital stock or class of
stock shall apply without discrimination to the shares of each
class of stock.
(A) The holders of each share of stock of the
Corporation shall be entitled to one vote for each full share,
and a fractional vote for each fractional share of stock,
irrespective of the class then standing in his or her name in the
books of the Corporation. On any matter submitted to a vote of
shareholders, all shares of the Corporation then issued and
outstanding and entitled to vote, irrespective of the class,
shall be voted in the aggregate and not by class, except (1) when
otherwise expressly provided by the' Maryland General Corporation
Law or (2) when required by the Investment Company Act of 1940,
as amended, shares shall be voted by individual class; and (3)
when the matter does not-affect any interest of a particular
class, then only shareholders of the affected class or classes
shall be entitled to vote thereon.
(B) Each class of stock of the Corporation shall have
the following powers, preferences and participating, voting, or
other special rights and the qualifications, restrictions, and
limitations thereof shall be as follows:
(1) All consideration receive by the Corporation
for the issue or sale of stock of each class, together with all
income, earnings, profits, and proceeds thereof, including any
proceeds derived from the sale, exchange or liquidation thereof,
and any funds or payments derived from any reinvestment of such
proceeds in whatever form the same may be, shall irrevocably
belong _to the class of shares of stock with respect to which
such assets, payments or funds were received by the Corporation
for all purposes, subject only to the rights of creditors, and
shall be so handled upon the books of account of the Corporation.
Such assets, income, earnings, profits and proceeds thereof,
including any proceeds derived from the sale, exchange or
liquidation thereof and any assets derived from any reinvestment
of such proceeds, in whatever form the same may be, are herein
referred to as "assets belonging to" such class.
Page 2 of 9 pages
(2) The Board of Directors Ray from time to time
declare and pay dividends or distributions, in stock or in cash,
on any or all classes of stock, the amount of such dividends and
the payment of them being wholly in the discretion of the Board
of Directors.
(I) Dividends or distributions on shares of
any class of stock shall be paid only out of earnings, surplus,
or other lawfully available assets belonging to such class.
(II) Inasmuch as one goal of the corporation
is to qualify as a "regulated investment company" under the
Internal Revenue Code of 1986, as amended, or any successor or
comparable statute thereto, and regulations promulgated
thereunder; and inasmuch as the computation of net income and
gains for federal income tax purposes may vary from the
computation thereof on the books of the corporation, the Board of
Directors shall have the power in its discretion to distribute in
any fiscal year as dividends, including designated in whole or in
part as capital gain distributions, amounts sufficient, in the
opinion of the Board of Directors, to enable the Corporation to
qualify as a regulated investment company and to avoid liability
for the Corporation for federal income tax in respect of that
year.
(3) In the event of the liquidation or dissolution
of the Corporation, shareholders of each class shall be entitled
to receive, as a class, out of the assets of the Corporation
available for distribution to shareholders, but other than
general assets not belonging to any particular class of stock,
the assets belonging to such class; and the assets so
distributable to the shareholders of any class shall be
distributed among such shareh6lders in proportion to the number
of shares of such class held by them and recorded on the books of
the Corporation. In the event that there are any general assets
not belonging to any particular class of stock and available for
distribution, such distribution shall be made to the holders of
stock of all classes in proportion to the asset value of the
respective classes determined as hereinafter provided.
(4) The assets belonging to any class of stock
shall be charged with the liabilities in respect to such class,
and shall also be charged with its share of the general
liabilities of the Corporation, in proportion to the asset value
of the respective classes determined as hereinafter set out. The
determination of the Board of Directors shall be conclusive as to
the amount of liabilities, including accrued expenses and
reserves, as to the allocation of the same as' to a given class,
and as to whether the same or general assets of the Corporation
are allocable to one or more classes.
(C) Each holder of any class of stock of the
Corporation, who shall surrender his certificate in good delivery
form to the Corporation or who, if the shares in question are not
represented by certificates, shall deliver to the Corporation a
Page 3 of 9 pages
written request in good order signed by the shareholder, shall be
entitled to require the Corporation, to the extent that the class
of stock in question has assets lawfully available therefor and
out of such assets, but not otherwise, to redeem all or any part
of the shares of such stock standing in the name of such holder
on the books of the Corporation, at the net asset value of such
shares, determined in the manner and as of the time, and payable
as provided in the Investment Company Act of 1940, as amended.
The Corporation shall make payment for any such shares to be
redeemed as aforesaid, in cash, or if in the opinion of the Board
of Directors, which shall be conclusive, conditions exist which
make payment wholly in cash unwise or undesirable, the
Corporation may make payment wholly or partly in securities
belonging to the class to provide for such redemption by it of
the shares of such class.
(1) The Board of Directors of the Corporation may,
in accordance with the Investment Company Act of 1940, as
amended, suspend the right of the holders of any class of stock
of the Corporation to require the Corporation to redeem shares of
such class.
(2) The Board of Directors, in the economic best
interest of the Corporation and in order to reduce the
disproportionately burdensome expenses in servicing shareholder
accounts, may from time to time, establish uniform standards with
respect to the minimum value of a stockholder account or a
minimum investment which may be made by a stockholder. The Board
of Directors, by resolution and without tie vote or consent of
stockholders, may require that the aggregate net asset value of a
stockholder account shall not be less-than the minimum initial
investment requirement of the Corporation at the time of the
resolution. The resolution may authorize the Corporation to
close those stockholder accounts not meeting the specified
minimum standards of value by redeeming all of the shares in such
accounts, provided there is mailed to each affected stockholder
account, at least sixty (60) days prior to the planned redemption
date, a notice setting forth the minimum account size requirement
and the date on which the account will be closed if the minimum
size requirement is not met prior to said closing date.
(D) Each holder of any class of stock of the
Corporation, who surrenders his certificate in good delivery form
to the Corporation or, if the shares in question are not
represented by certificates, who delivers to the Corporation a
written request in good order signed by the shareholder, shall be
entitled to convert the shares in question on the basis
hereinafter set forth, into shares of stock of any other class of
the Corporation. The Corporation shall determine the net asset
value, as hereinafter defined, of the shares to be converted and
shall deduct therefrom such conversion cost, hereinafter
described and within five (5) business days after such surrender
and payment, shall issue to the shareholder such number of shares
of stock of the class desired taken at the net asset value
thereof determined in the same manner and at the same time as
that of the shares surrendered, which shall equal the net asset
Page 4 of 9 pages
value of the shares surrendered less conversion cost as
aforesaid. Any amount representing a fraction of a share may be
paid in cash at the option of the Corporation. The conversion
cost above mentioned shall be determined by adding a transaction
charge as determined by the Board of Directors. The transaction
charge may be paid and/or assigned by the Corporation to the
underwriter and or any other agency, as it may elect. Upon any
conversion taking place, proper transfer shall be made between
the assets belonging to the respective classes of stock. The
Board of Directors may limit this conversion privilege to shares
which have been held for such reasonable period of time as the
Directors may determine.
(E) The aggregate net asset value per share of a class
of the Corporation's capital stock shall be determined in
accordance with the Investment Company Act of 1940, as amended,
and with generally accepted accounting principles, by adding the
market or appraised value of all securities, cash and other
assets of the Corporation pertaining to that class, subtracting
the liabilities determined by the Board of Directors to be
applicable to that class, and dividing the net result by the
number of shares of the class outstanding. Securities and other
investments and assets will be valued at fair value as determined
in good faith by the Board of Directors.
SIXTH: The shares of stock of the Corporation may be issued
to such persons and at such prices from time to time as the Board
of Directors may determine. Such issuance shall be on a non-
assessable basis. No holder of shares of stock shall have pre-
emptive rights and the Corporation shall have the right to issue
and sell to any person or persons and shares of its stock or any
option rights exercisable for, or securities convertible into
shares of its stock without first offering such shares, rights or
securities to the holders of any shares.
SEVENTH: The number of Directors of the Corporation and
their terms of office shall be determined from time to time by
the Directors pursuant to the by-laws of the Corporation. Such
number initially shall be five and shall never be less than
three. The names of the initial Directors are:
Larry D. Armel
William E. Hoffman
Eric T. Jager
Stephen F. Rose
Stuart Wien
who shall serve until their respective successors are elected and
qualified.
(A) If a vacancy occurs on the Board of Directors by
reason of death, resignation, or otherwise, the Board of
Directors may fill such vacancy for the remainder of the
unexpired term by majority vote of the remaining directors;
Page 5 of 9 pages
provided that after filling any such vacancy, at least two thirds
of the Directors shall have been elected by the stockholders, and
provided further that if at any time less than a majority of the
Directors then holding office were elected by the stockholders1 a
stockholders' meeting shall be called as promptly as possible
and, in any event, within sixty days, for the purpose of electing
Directors to fill existing vacancies.
EIGHTH: The Corporation is expressly empowered as follows:
(A) The Corporation may enter into a written contract
or contracts with any person, including any firm, corporation,
trust, or association in which any officer, other employee,
director or stockholder of this corporation may be interested,
providing for a delegation of the management of all or part of
this corporation's securities portfolio (or portfolios) and also
for the delegation of the performance of administrative corporate
functions, subject always to the direction of the Board of
Directors of this corporation. The compensation payable by this
corporation under such contracts shall be such as is deemed fair
and equitable to both parties by the said Board of Directors.
Each such contract shall in all respects be consistent with and
subject to the requirements of the Investment Company Act of
1940, as amended, as then in effect and regulations of the
Securities and Exchange Commission or any succeeding governmental
authority promulgated thereunder.
(B) The Corporation may appoint one or more
distributors or agents or both for the sale of the shares of the
Corporation, may allow such person or persons a commission on the
sale of such share's, and may enter into such contract or
contracts with such person or persons as the Board of Directors
of this Corporation in its discretion may deem reasonable and
proper. Any such contract or contracts for the sale of the
shares of this corporation may be made with any person even
though such person may be an officer, other employee, director or
stockholder of this corporation or a corporation, partnership,
trust or association in which any such officer, other employee,
director or stockholder may be interested, or such person may be
the same as that person retained pursuant to the powers granted
in Section (A) of this Article EIGHTH. Each such contract shall
in all respects be consistent with and subject to the
requirements of the Investment Company Act of 1940, as amended,
as then in effect and regulations of the Securities and Exchange
Commission or any succeeding governmental authority promulgated
thereunder.
(C) The Corporation may employ such custodian or
custodians for the safekeeping of the property of the corporation
and of its shares, such dividend disbursing agent or agents, and
such transfer agent or agents and registrar or registrars for its
shares, and may make and perform such contracts for the aforesaid
purposes as in the opinion of the Board of Directors of this
Corporation may be reasonable, necessary or proper for the
conduct of the affairs of the Corporation, and may pay the fees
and disbursements of such custodians, dividend disbursing agents,
Page 6 of 9 pages
transfer agents, and registrars out of the income and/or any
other property of the Corporation. Notwithstanding any other
provisions of these articles of incorporation or the by-laws of
the Corporation, the Board of Directors may cause any or all of
the property of the Corporation to be transferred to, or be
acquired and held in the name of, a custodian so appointed or any
nominees of this Corporation or nominee or nominees of such
custodian satisfactory to the Board of Directors of this
Corporation.
(D) The same person, partnership (general or limited),
association, trust or corporation may be employed in any multiple
capacity under subsections (A), (B) and (C) of this article
EIGHTH and may receive compensation from the Corporation in as
many capacities in which such person, partnership (general or
limited), association, trust or corporation shall serve' the
Corporation.
NINTH: (A) To the fullest extent that limitations on the
liability of directors and officers are permitted by the Maryland
General Corporation Law, no director or officer of the
Corporation shall have any liability to the Corporation or its
stockholders for money damages. This limitation on liability
applies to events occurring at the time a person serves as a
director or officer of the Corporation whether or not such person
is a director or officer at the time of any proceeding' in which
liability is asserted.
(B) The Corporation shall indemnify and advance
expenses to its currently acting and its former directors to the
fullest extent that indemnification of directors is permitted by
the Maryland General Corporation Law. The Corporation shall
indemnify and advance expenses to its officers to the same extent
as its directors and to such further extent as is consistent with
law. The Board of Directors may by Bylaw, resolution or
agreement make further provisions for indemnification of
directors, officers, employees and agents to the fullest extent
permitted by the Maryland General Corporation Law.
(C) No provision of this Article shall be effective to
protect or purport to protect any director or officer of the
Corporation against any liability to the Corporation or its
security holders t6 which he would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.
(D) References to the Maryland General Corporation Law
in this Article are to the law as from time to time amended. No
further amendment to the Articles of Incorporation of the
Corporation shall affect any right of any person under this
Article based on any event, omission or proceeding prior to such
amendment.
Page 7 of 9 pages
(E) Each provision of this Article NINTH shall be
severable from the remainder, and the invalidity of any such
provision shall not affect the validity of the remainder of this
Article NINTH.
TENTH: The Corporation may purchase and maintain insurance
on its behalf and on behalf of any person who is or was a
director or officer of the Corporation, or is or was serving at
the request of the Corporation as a director or officer of
another corporation, partnership, trust, joint venture,
association or other enterprise against any liability asserted
against him and incurred by him in any such capacity.
ELEVENTH: In furtherance, and not in limitation, of the
powers conferred by the laws of the state of Maryland, the Board
of Directors is expressly authorized:
(A) To make, alter or repeal the by-laws of the
Corporation, except where such power is reserved by the by-laws
to the stockholders, and except as otherwise required by the
Investment Company Act of 1940, as amended.
(B) From time to time to determine whether and to what
extent and at what times and places and under what conditions and
regulations the books and accounts of the Corporation or any of
them other than the stock ledger, shall be open to the inspection
of the stockholder, and no stockholder shall have any right to
inspect any account or book or document of the Corporation,
except as conferred by law or authorized 6y resolution of the
Board of Directors or of the stockholders.
(C) To authorize and issue obligations of the
Corporation, secured and unsecured, without assent or vote of the
stockholders, as the Board of Directors may determine, and to
authorize and cause to be executed mortgages and liens upon the
property of the Corporation, real and/or personal, but only to
the extent permitted by the fundamental policies of the
Corporation set out in its' registration statement filed with the
Federal Securities and Exchange Commission or any succeeding
governmental authority, pursuant to the Investment Company Act of
1940, as amended.
(D) In addition to the powers and authorities granted
herein and by statute expressly conferred upon it, the Board of
Directors is authorized to exercise all such powers and do all
such acts and things as may be exercised or done by the
Corporation, subject, nevertheless, to the provisions of Maryland
law, these Articles of Incorporation, and the by-laws of the
Corporation.
TWELFTH: The books of the Corporation may be kept (subject
to any provisions of Maryland law) outside the state of Maryland
at such place or places as may be designated from time to time by
the Board of Directors or in the by-laws of the Corporation.
Elections of directors need not be by ballot unless the by-laws
of the Corporation so provide.
Page 8 of 9 pages
THIRTEENTH: The Corporation reserves the right to amend,
alter, change or repeal any provision contained in these Articles
of Incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.
FOURTEENTH: Notwithstanding any provision of Maryland law
requiring more than a majority vote of the common stock in
connection with any corporate action including, but not limited
to, amendment of these Articles of Incorporation, unless
otherwise provided in these Articles of Incorporation the
Corporation may take or authorize such action upon the favorable
vote of the holders of a majority of the outstanding shares of
common stock.
FIFTEENTH: The duration of the Corporation shall be
perpetual.
IN WITNESS WHEREOF, the undersigned Incorporator of the
SCOUT KANSAS TAX-EXEMPT BOND FUND, INC. who executed the
foregoing Articles of Incorporation hereby acknowledges that to
the best of his knowledge the matters and facts set forth herein
are true in all material respects under penalties of perjury.
Dated the 3rd day October, 1997.
/s/John G. Dyer
John G. Dyer
Page 9 of 9 pages
EX99.23(a)(9)(B)
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
SCOUT KANSAS TAX-EXEMPT BOND FUND, INC.
SCOUT KANSAS TAX-EXEMPT BOND FUND, INC., a Maryland corporation having its
principal office in Baltimore, Maryland (hereinafter called the "Corporation"),
hereby certifies to the State Department of Assessments and Taxation of
Maryland that:
FIRST: The Corporation is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended.
SECOND: ARTICLE SECOND of the Corporation's Articles of
Incorporation, as amended ("Articles"), is hereby amended to read as follows:
SECOND: The name of the Corporation is UMB Scout
Kansas Tax-Exempt Bond Fund, Inc.
THIRD: The amendment to the Articles of the Corporation as set
Forth above has been duly approved by a majority of the entire Board of
Directors of the Corporation as required by law and is limited to a change
permitted by Section 2-605(a)(4) of the Maryland General Corporation Law to
be made without action by the stockholders of the Corporation.
FOURTH: These Articles of Amendment shall become effective on
October 31, 1998.
TN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment be signed in its name and on its behalf on this 12th day of
October, 1998 by its President, who acknowledges that these Articles of
Amendment are the act of the Corporation and that to the best of his
knowledge, information and belief and under penalties of perjury, all matters
and Facts contained herein are true in all material respects.
SCOUT KANSAS TAX-EXEMPT BOND FUND, INC.
By: /s/Larry D. Armel
Larry D. Armel, President
Attest: /s/Martin A. Cramer
Martin A. Cramer
Secretary
EX99.23(b)(3)
AMENDED AND RESTATED BY-LAWS
AS OF NOVEMBER 30, 1996
OF
SCOUT MONEY MARKET FUND, INC.
ARTICLE I
FISCAL YEAR AND OFFICES
Section 1. Fiscal Year. Unless otherwise provided by
resolution of the Board of Directors, the fiscal year of the
corporation shall begin on the first day of July and end on
the last day of June.
Section 2. Registered Office. The registered office of the
corporation in Maryland shall be C/O the CORPORATION TRUST,
INCORPORATED, 32 South Street, Baltimore, Maryland, 21202.
Section 3. Other Offices. The corporation shall have a
place of business in the State of Missouri, and the corporation
shall have the power to open additional offices for the conduct
of its business, either within or outside the states of Maryland
and Missouri, at such places as the Board of Directors may from
time to time designate.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meeting. Meetings of the stockholders
for the election of directors shall be held in such place as the
Board of Directors may by resolution establish. In the absence
of any specific resolution, annual meetings of stockholders shall
be held at the corporation's principal office in the State of
Missouri. Meetings of stockholders for any other purpose may be
held at such place and time as shall be stated in the notice of
the meeting, or in a duly executed waiver of notice thereof.
Section 2. Annual Meetings. The annual meetings of
stockholders, if held, shall be held at such time during the
month of September as may be fixed by the Board of Directors by
resolution each year. At any annual meeting, the stockholders
shall elect a Board of Directors and transact any other
business which may properly be brought before the meeting. No
annual meeting of stockholders shall be required in any year in
which the only business to be transacted at such meeting does not
require action by stockholders on any one or more of the
following:
(1) the election of directors;
(2) approval of the investment advisory agreement;
(3) ratification of the selection of independent public
accountants;
(4) approval of a distribution agreement.
Section 3. Special Meetings. At any time in the interval
between annual meetings, special meetings of the stockholders may
be called by the president or by a majority of the Board of
Directors and shall be called by the president or secretary upon
written request of the holders of shares entitled to cast not
less than ten percent of all the votes entitled to be cast at
such meeting.
Section 4. Notice. Not less than ten nor more than ninety
days before the date of every annual or special stockholders'
meeting, the secretary shall give to each stockholder entitled to
vote at such meeting written notice stating the time and place of
the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called. Business transacted at
any special meeting of stockholders shall be limited to the
purposes stated in the notice.
Section 5. Record Date for Meetings. The Board of
Directors may fix in advance a date not more than ninety days,
nor less than ten days, prior to the date of any annual or
special meeting of the stockholders as a record date for the
determination of the stockholders entitled to receive notice
of, and to vote at any meeting and any adjournment thereof; and
in such case such stockholders and only such stockholders as
shall be stockholders of record on the date so fixed shall be
entitled to receive notice of and to vote only such shares held
and outstanding on such record date that continue to be held and
outstanding at the time of voting.
Section 6. Quorum. At any meeting of stockholders, the
presence in person or by proxy of the holders of a majority of
the aggregate shares of stock at the time outstanding shall
constitute a quorum. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or
represented by proxy, shall have the power to adjourn the meeting
from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such
adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have been
transacted at the meeting originally notified.
Section 7. Majority. The vote of the holders of a majority
of the stock having voting power, as measured by the applicable
quorum requirements set forth in Section 6, present in person or
represented by proxy, at a meeting duly called and at which a
quorum is present, shall be sufficient to take or authorize
action upon any matter which may properly come before the
meeting, unless otherwise required by the Investment Company Act
of 1940, as amended.
Section 8. Voting. Each stockholder shall have one vote
for each full share and a fractional vote for each fractional
share of stock having voting power held by such stockholder on
each matter submitted to a vote at a meeting of stockholders. A
stockholder may cast his vote in person or by proxy, but no proxy
shall be valid after eleven months from its date, unless
otherwise provided in the proxy. At all meetings of
stockholders, unless the voting is conducted by inspectors, all
questions relating to the qualification of voters and the
validity of proxies and the acceptance or rejection of votes
shall be decided by the chairman of the meeting.
Section 9. Inspectors. At any election of directors, the
Board of Directors prior thereto may, or, if they have not so
acted, the chairman of the meeting may, and upon the request of
the holders of ten percent (10%) of the shares entitled to vote
at such election shall, appoint two inspectors of election who
shall first subscribe an oath of affirmation to execute
faithfully the duties of inspectors at such election with strict
impartiality and according to the best of their ability, and
shall after the election make a certificate of the result of the
vote taken. No candidate for the office of director shall be
appointed such inspector. The chairman of the meeting may cause
a vote by ballot to be taken upon any election or matter, and
such vote shall be taken upon the request of the holders of ten
percent (10%) of the stock entitled to vote on such election or
matter.
Section 10. Stockholder List. The officer who has charge
of the stock ledger of the corporation shall, at least ten days
before every election of directors, prepare and make a complete
list of the stockholders entitled to vote at said election,
arranged in alphabetical order, showing the address and the
number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder,
during ordinary business hours, for a period of at least ten
days prior to the election, either at a place within the city,
town or village where the election is to be held and
which place shall be specified in the notice of meeting, or if
not specified, at the place where said meeting is to be held,
and the list shall be produced and kept at the time and place of
election during the whole time thereof, and subject to the
inspection of any stockholder who may be present.
ARTICLE III
DIRECTORS
Section 1. General Powers. The business of the corporation
shall be managed by its Board of Directors, which may exercise
all powers of the corporation, except such as are by statute, or
the Articles of Incorporation, or by these By-laws conferred upon
or reserved to the stockholders.
Section 2. Number and Term of Office. The number of
directors which shall constitute the whole Board shall be
determined from time to time by the Board of Directors, but
shall not be fewer than three. Each director elected shall hold
office until his successor is elected and qualified. Directors
need not be stockholders.
Section 3. Elections. The Directors shall all be of one
class and shall serve until their respective successors are
elected and qualified.
Section 4. Place of Meeting. Meetings of the Board of
Directors, regular or special, may be held at any place in or out
of the State of Maryland as the Board may from time to time
determine.
Section 5. Quorum. At all meetings of the Board of
Directors a majority of the entire Board of Directors shall
constitute a quorum for the transaction of business and the
action of a majority of the directors present at any meeting
at which a quorum is present shall be the action of the Board of
Directors unless the concurrence of a greater proportion is
required for such action by the laws of the State of Maryland,
these By-laws or the Articles of Incorporation or a different
number is required by the Investment Company Act of 1940, as
amended. If a quorum shall not be present at any meeting of
directors, the directors present thereat may by a majority vote
adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Section 6. First Meeting. The first meeting of each newly
constituted Board of Directors shall be held as soon as
practicable after the annual meeting of stockholders in each
year, at such time and place as shall be specified in a notice
given as hereinafter provided for meetings of the Board of
Directors, or as shall be specified in a written waiver
signed by all of the directors.
Section 7. Regular Meetings. Regular meetings of the Board
of Directors may be held without notice at such time and place as
shall from time to time be determined by the Board of Directors.
Section 8. Special Meetings. Special meetings of the Board
of Directors may be called by the president on one day's notice
to each director; special meetings shall be called by the
president or secretary in like manner and on like notice on the
written request of two directors.
Section 9. Telephonic Meetings. Regular or special
meetings, except for meetings to approve an investment advisory
agreement or a distribution plan, of the Board of Directors or
any committee thereof, may be held by means of a conference
telephone or similar communications equipment so that all persons
participating in the meeting can hear each other at the same
time. Participation in a meeting by these means constitutes
presence in person at the meeting.
Section 10. Informal Actions. Any action, except approval
of an investment advisory agreement, or a distribution plan,
required or permitted to be taken at any meeting of the Board
of Directors or any committee thereof may be taken without a
meeting, if written consent to such action is signed in one or
more counterparts by all members of the Board or of such
committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.
Section 11. Committees. The Board of Directors may by
resolution passed by a majority of the whole Board appoint from
among its members an executive committee and other committees
composed of two or more directors, and may delegate to such
committees, in the intervals between meetings of the Board of
Directors, any or all of the power of the Board of Directors
in the management of the business and affairs of the corporation,
except the power to declare dividends, to issue stock or to
recommend to stockholders any action requiring stockholders'
approval. In the absence of any member of such committee, the
members thereof present at any meeting, whether or not they
constitute a quorum, may appoint a member of the Board of
Directors to act in the place of such absent member.
Section 12. Action of Committees. The committees shall
keep minutes of their proceedings and shall report the same to
the Board of Directors at the meeting next succeeding, and any
action by committees shall be subject to revision and alteration
by the Board of Directors, provided that no rights of third
persons shall be affected by any such revision or alteration.
Section 13. Compensation. Any director, whether or not he
is a salaried officer or employee of the corporation, may be
compensated for his services as a director or as a member of a
committee of directors, or as chairman of the Board or chairman
of a committee by fixed or periodic payments or by fees for
attendance at meetings or by both, and in addition may be
reimbursed for transportation and other expenses, all in such
manner and amounts as the Board of Directors may from time to
time determine.
Section 14. Removal. The stockholders of this corporation
may remove any director with or without cause by the affirmative
vote of a majority of all the votes entitled to be cast for the
election of directors.
ARTICLE IV
NOTICES
Section 1. Form. Notices to stockholders shall be in
writing and delivered personally or mailed to the stockholders
at their addresses appearing on the books of the corporation.
Notice by mail shall be deemed to be given at the time when the
same shall be mailed. Notice to directors need not state the
purpose of a regular or special meeting.
Section 2. Waiver. Whenever any notice of the time, place
or purpose of any meeting of stockholders, directors or committee
is required to be given under the provisions of Maryland law or
under the provisions of the Articles of Incorporation or these
By-laws, a waiver thereof in writing, signed by the person or
persons entitled to such notice and filed with the records of
the meeting, whether before or after the holding thereof, or
actual attendance at the meeting of stockholders in person or by
proxy, or at the meeting of directors or committee in person,
shall be deemed equivalent to the giving of such notice to such
persons.
ARTICLE V
OFFICERS
Section 1. Officers of the Corporation. The officers of
the corporation shall be elected by the Board of Directors and
shall include a president, who shall be a director, a secretary
and a treasurer. The Board of Directors may, from time to time,
elect or appoint a controller, one or more vice-presidents,
assistant secretaries and assistant treasurers. The president
shall preside at meetings of the Board of Directors, unless the
Board of Directors, at its discretion, elects a chairman of the
Board to preside at such meetings. In addition, such chairman
shall perform and execute such executive and administrative
duties and have such powers as the Board of Directors may from
time to time prescribe. Two or more offices may be held by the
same person but no officer shall execute, acknowledge or
verify any instrument in more than one capacity, if such
instrument is required by law, the Articles of Incorporation or
these By-laws to be executed, acknowledged or verified by two
or more officers.
Section 2. Election. The Board of Directors at its first
meeting after each annual meeting of stockholders shall choose a
president, a secretary and a treasurer.
Section 3. Compensation. The salaries or other
compensation of all officers and agents of the corporation paid
directly by the corporation shall be fixed by the Board of
Directors, except that the Board of Directors may delegate to
any person or group of persons the power to fix such salaries
or other compensation.
Section 4. Tenure. The officers of the corporation shall
serve for one year and until the successors are chosen and
qualify. Any officer or agent may be removed by the affirmative
vote of a majority of the Board of Directors whenever, in its
judgment, the best interests of the corporation will be served
thereby. Any vacancy occurring in any office of the corporation
by death, resignation, removal or otherwise shall be filled by
the Board of Directors.
Section 5. President. The president, unless the chairman
has been so designated, shall be the chief executive officer of
the corporation. He shall preside at all meetings of the
stockholders and directors and shall see that all orders and
resolutions of the Board are carried into effect. The president
shall also be the chief administrative officer of the
corporation and shall perform such other duties and have such
other powers as the Board of Directors may from time to time
prescribe.
Section 6. Vice-Presidents. The vice-presidents, in the
order of their seniority, shall in the absence or disability of
the president, perform the duties and exercise the powers of the
president and shall perform such other duties as the Board of
Directors may from time to time prescribe.
Section 7. Secretary. The secretary shall attend all
meetings of the Board of Directors and all meetings of the
stockholders and record all the proceedings thereof and shall
perform like duties for any committee when required. In the
absence of the secretary or an assistant secretary, proceedings
of such meetings shall be recorded by a person selected by the
chairman of the meeting. He shall give, or cause to be given,
notice of meetings of the stockholders and of the Board of
Directors, and shall perform such other duties as may be
prescribed by the Board of Directors or president, under whose
supervision he shall be. He shall keep in safe custody the seal
of the corporation and, when authorized by the Board of
Directors, affix and attest the same to any instrument
requiring it. The Board of Directors may give general authority
to any other officer to affix the seal of the corporation and
to attest the same by affixing his signature.
Section 8. Assistant Secretaries. The assistant
secretaries, in order of their seniority, shall in the absence or
disability of the secretary, perform the duties and exercise the
powers of the secretary and shall perform such other duties as
the Board of Directors shall prescribe.
Section 9. Treasurer. The treasurer, unless another
officer has been so designated, shall be the chief financial
officer of the corporation. He shall be responsible for the
maintenance of its accounting records and shall render to the
Board of Directors, at its regular meetings, or when the Board of
Directors so requires, an account of all the corporation's
financial transactions and a report of the financial condition
of the corporation.
Section 10. Controller. The controller shall be under the
direct supervision of the treasurer. He shall maintain adequate
records of all assets, liabilities and transactions of the
corporation, establish and maintain internal accounting control
and, in cooperation with the independent public accountants
selected by the Board of Directors, shall supervise internal
auditing. He shall have such further powers and duties as may
be conferred upon him from time to time by the president or the
Board of Directors.
Section 11. Assistant Treasurers. The assistant
treasurers, in the order of their seniority, shall in the
absence or disability of the treasurer, perform the duties
and exercise the powers of the treasurer and shall perform such
other duties as the president or the Board of Directors may
from time to time prescribe.
Section 12. Other Officers. The Board of Directors from
time to time may appoint such other officers and agents as it
shall deem advisable, who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall
be determined from time to time by the Board of Directors. The
Board of Directors from time to time may delegate to one or more
officers or agents the power to appoint any such subordinate
officers or agents, except assistant treasurers and to
prescribe the respective rights, terms of office, authorities and
duties.
ARTICLE VI
NET ASSET VALUE
The net asset value per share of stock of the corporation
shall be determined at least once each day at the close of
business on the New York Stock Exchange on each day the New
York Stock Exchange is open for trading. Net asset value shall
be calculated by adding the value of all securities and other
assets of the Fund, deducting its liabilities and dividing by the
number of shares outstanding.
ARTICLE VII
INVESTMENT RESTRICTIONS
The following investment restriction cannot be changed
without the consent of the holders of a majority of the
corporation's outstanding shares of stock; the corporation shall
not:
(1) invest in equity securities or securities convertible into
equities; (2) purchase the securities of any issuer (other than
obligations issued or guaranteed as to principal and interest by
the government of the United States, its agencies or
instrumentalities) if, as a result, (a) more than 5% of either
Portfolio's total assets (taken at current value) would be
invested in the securities of such issuer, or (b) either
Portfolio would hold more than 10% of any class of securities of
such issuer (for this purpose, all debts and obligations of an
issuer maturing in less than one year are treated as a single
class of securities); (3) borrow money in excess of 10% of either
Portfolio's total assets taken at market value, and then only
from banks as a temporary measure for extraordinary or emergency
purposes; the Fund will not borrow to increase income
(leveraging) but only to facilitate redemption requests which
might otherwise require untimely dispositions of Portfolio
securities; the Fund will repay all borrowings before making
additional investments, and interest paid on such borrowings will
reduce net income; (4) mortgage, pledge or hypothecate its assets
except in an amount up to 15% (10% as long as the Fund's shares
are registered for sale in certain states) of the value of its
total assets but only to secure borrowings for temporary or
emergency purposes; (5) issue senior securities, as defined in
the Investment Company Act of 1940, as amended; (6) underwrite
securities issued by other persons; (7) purchase or sell real
estate, but this shall not prevent investment in obligations
secured by real estate; (8) make loans to other persons, except
by the purchase of debt obligations which are permitted under its
investment policy; the purchase of a security subject to a
repurchase agreement is not considered making a loan; (9)
purchase securities on margin or sell short; (10) purchase or
retain securities of an issuer if to the knowledge of the Fund's
management and directors of the Fund, each of whom owns more than
one-half of one percent (.5%) of such securities, together own
more than five percent (5%) of the securities of such issuer;
(11) purchase or sell commodities or commodity contracts; (12)
write, or invest in, put, call, straddle or spread options or
invest in interests in oil, gas or other mineral exploration or
development programs; (13) invest in companies for the purpose of
exercising control; (14) invest in securities of other investment
companies, except as they may be acquired as part of a merger,
consolidation or acquisition of assets; (15) invest more than 5%
of the value of either Portfolio's total assets at the time of
investment in the securities of any issuer or issuers which have
records of less than three years continuous operation, including
the operation of any predecessor, but this limitation does not
apply to securities issued or guaranteed as to interest and
principal by the United States government or its agencies or
instrumentalities; (16) purchase any securities which would cause
more than 25% of the value of a Portfolio's total net assets at
the time of such purchase to be invested in any one industry;
provided, however, that the Prime Portfolio reserves freedom of
action to invest up to 100% of its assets in certificates of
deposit or bankers' acceptances of domestic branches of U.S.
banks; or (17) issue senior securities except for those
investment procedures permissible under the Fund's other
restrictions.
ARTICLE VIII
OTHER RESTRICTIONS
Section 1. Dealings. The officers and directors of the
corporation and its investment adviser shall have no dealings for
or on behalf of the corporation with themselves as principal
or agent, or with any corporation, partnership, trust, joint
venture or association in which they have a financial interest,
provided that this section shall not prevent:
(A) Officers or directors of the corporation from
having a financial interest in the corporation, in any sponsor,
manager, investment adviser or promoter of the corporation, or in
any underwriter or securities issued by the corporation.
(B) The purchase of securities for the portfolio of the
corporation, or sale of securities owned by the corporation
through a security dealer, one or more of whose partners,
officers, directors or security holders is an officer or
director of the corporation, provided such transactions are
handled in a brokerage capacity only, and provided commissions
charged do not exceed customary brokerage charges for such
services.
(C) The employment of any legal counsel, registrar,
transfer agent, dividend disbursing agent or custodian having a
partner, officer, director or security holder who is an officer
or director of the corporation; provided only customary fees are
charged for services rendered to or for the benefit of the
corporation.
(D) The purchase for the portfolio of the corporation of
securities issued by an issuer having an officer, director or
security holder who is an officer or director of the corporation
or of any manager of the corporation, unless the retention of
such securities in the portfolio of the corporation would
otherwise be a violation of these By-laws or the Articles of
Incorporation of the corporation.
ARTICLE IX
STOCK
Section 1. Certificates. Each stockholder shall be
entitled to a certificate or certificates which shall certify
the number of shares owned by him in the corporation. Each
certificate shall be signed by the president or a vice-
president and countersigned by the secretary or an assistant
secretary or the treasurer or an assistant treasurer and shall be
sealed with the corporate seal.
Section 2. Signature. When a certificate is signed by a
transfer agent or an assistant transfer agent or by a transfer
clerk acting on behalf of the corporation and a registrar, the
signature of any such president, vice-president, treasurer,
assistant treasurer, secretary or assistant secretary may be
facsimile. In case any officer who has signed any
certificate ceases to be an officer of the corporation before the
certificate is issued, the certificate may nevertheless be issued
by the corporation with the same effect as if the officer had not
ceased to be such officer as of the date of its issue.
Section 3. Recording and Transfer Without Certificates.
Notwithstanding the foregoing provisions of this article, the
corporation shall have full power to participate in any program
approved by the Board of Directors providing for the recording
and transfer of ownership of shares of the corporation's
stock by electronic or other means without the issuance of
certificates.
Section 4. Lost Certificates. The Board of Directors may
direct a new certificate or certificates to be issued in place of
any certificate or certificates theretofore issued by the
corporation alleged to have been stolen, lost or destroyed,
upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be stolen, lost or
destroyed, or upon other satisfactory evidence of such loss or
destruction. When authorizing such issuance of a new
certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance
thereof, require the owner of such stolen, lost or destroyed
certificate or certificates, or his legal representative to
advertise the same in such manner as it shall require and to give
the corporation a bond with sufficient surety, to the
corporation to indemnify it against any loss or claim that may be
made by reason of the issuance of a new certificate.
Section 5. Registered Stockholders. The corporation shall
be entitled to recognize the exclusive right of a person
registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and shall not be bound
to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether
or not it shall have express or other notice thereof,
except, as otherwise provided by the laws of Maryland.
Section 6. Transfer Agents and Registrars. The corporation
may act as its own transfer agent and/or registrar, or it may
delegate those duties to others. The Board of Directors may from
time to time, appoint or remove transfer agents and/or registrars
of stock of the corporation, and it may appoint the same person
as both transfer agent and registrar. Upon any such appointment
being made all certificates representing shares of stock
thereafter issued shall be countersigned by one of such
transfer agents or by one of such registrars or by both and shall
not be valid unless so countersigned. If the same person shall
be both transfer agent and registrar, only countersignature by
such person shall be required.
Section 7. Stock Ledger. The corporation shall maintain an
original stock ledger containing the names and addresses of all
stockholders and the number and class of shares held by each
stockholder. Such stock ledger may be in written form or any
other form capable of being converted into written form within a
reasonable time for visual inspection.
Section 8. Transfers of Stock. The corporation shall
transfer or otherwise change the registration of its issued and
outstanding shares in its stock ledger upon receipt of an
authorization in a form proper and acceptable to it or its duly
appointed agent. To the extent such shares are evidenced by a
certificate or certificates, the surrender of such certificate
properly endorsed shall be required where necessary. Upon
receipt of the transfer instructions in proper order by the
corporation, the corporation shall change its stock ledger
records accordingly and record the transaction upon its books.
ARTICLE X
GENERAL PROVISIONS
Section 1. Dividends. With respect to dividends (including
"dividends" designated as "short" or "long" term "capital gains"
distributions to satisfy requirements of the Investment Company
Act of 1940, as amended, or the Internal Revenue Code of 1954, as
amended from time to time):
(A) Such dividends, at the election of the
stockholders, may be automatically reinvested in additional
shares (or fractions thereof) of the corporation at the "net
asset value" determined on the reinvestment date fixed by the
Board of Directors.
(B) The Board of Directors in declaring any dividend, may
fix a record date not earlier than the date of declaration or
more than 40 days prior to the date of payment, as of which the
stockholders entitled to receive such dividend shall be
determined, notwithstanding any transfer or the repurchase or
issue (or sale) of any shares after such record date.
(C) Dividends or distributions on shares of stock
whether payable in stock or cash, shall be paid out of earnings,
surplus or other lawfully available assets; provided that no
dividend payment, or distribution in the nature of a dividend
payment, may be made wholly or partly from any source other than
accumulated, undistributed net income, determined in
accordance with good accounting practice, and not including
profits or losses realized in the sale of securities or other
properties, unless such payment is accompanied by a written
statement clearly indicating what portion of such payment per
share is made from the following sources:
(i) accumulated or undistributed net income not
including profits or losses from the sale of securities or
other properties;
(ii) accumulated undistributed net profits from the
sale of securities or other properties;
(iii) net profits from the sale of securities
or other properties during the then current fiscal year; and
(iv) paid-in surplus or other capital source.
(D) In declaring dividends and in recognition that the one
goal of the corporation is to qualify as a "regulated investment
company" under the Internal Revenue Code of 1954, as
amended, the Board of Directors shall be entitled to rely upon
estimates made in the last two months of the fiscal year as to
the amounts of distribution necessary for this purpose; and the
Board of Directors, acting consistently with good accounting
practice and with the express provisions of these By-laws, may
credit receipts and charge payments to income or otherwise, as
it may seem proper.
(E) Any dividends declared, except as aforesaid, shall be
deemed liquidating dividends and the stockholders shall be so
informed to whatever extent may be required by law. A notice
that dividends have been paid from paid-in surplus, or a notice
that dividends have been paid from paid-in capital, shall be
deemed to be a sufficient notice that the same constitutes
liquidating dividends.
(F) Anything in these By-laws to the contrary
notwithstanding, the Board of Directors may at any time declare
and distribute pro rata among the stockholders of a record date
fixed as above, a "stock dividend" out of either
authorized but unissued, or treasury shares of the corporation,
or both.
Section 2. Rights in Securities. The Board of Directors,
on behalf of the corporation, shall have the authority to
exercise all of the rights of the corporation as owners of
any securities which might be exercised by any individual owning
such securities in his own right; including but not limited to,
the rights to vote by proxy for any and all purposes (including
the right to authorize any officer of the manager to
execute proxies), to consent to the reorganization, merger or
consolidation of any company or to consent to the sale, lease or
mortgage of all or substantially all of the property and assets
of any company; and to exchange any of the shares of stock of
any company for shares of stock issued therefor upon any such
reorganization, merger, consolidation, sale, lease or mortgage.
Section 3. Custodianship. Securities owned by the
corporation and cash representing (A) the proceeds from
sales of securities owned by the corporation and of shares issued
by the corporation, (B) payments of principal upon securities
owned by the corporation, or (C) capital distributions in
respect of securities owned by the corporation shall be held by
one or more custodians, as permitted by the Investment Company
Act of 1940, as amended, to be selected by the Board of
Directors. Each bank and/or trust company selected as a
custodian shall be organized and existing under a state
banking and/or trust company law, or shall be a national banking
association incorporated under the laws of the United
States of America and qualified to act as a trust company, and
shall have an aggregate capital, surplus and undivided profits
of not less than $2,000,000. Each custodian shall enter into an
agreement with the corporation to serve as a custodian of such
securities and cash on terms consistent with the provisions of
these By-laws. From the time any such trust company, banking
association or other permissible entity becomes a custodian of
such securities and cash, it shall:
(A) Deliver securities owned by the corporation, only
upon sale of such securities for the account of the corporation
and receipt of payment therefor by the custodian, or when such
securities may be called, redeemed, retired or otherwise become
payable, provided that this provision shall not prevent:
(i) Delivery of securities for examination to the
broker selling the same, in accordance with the "street
delivery" custom, whereby such securities are delivered to
such broker in exchange for a delivery receipt exchanged on
the same day for an uncertified check of such broker to be
presented on the same day for certification.
(ii) Delivery of securities of an issuer in
exchange for or for conversion into, other securities
alone, or cash and other securities, pursuant to any plan
or merger, consolidation, reorganization,
recapitalization or readjustment of the securities of such
issuer or for deposit with a reorganization committee or
protective committee, pursuant to a deposit agreement.
(iii) The conversion by the custodian of
securities owned by the corporation, pursuant to the
provisions of such securities into other securities.
(iv) The surrender by the custodian of warrants,
rights or similar securities owned by the corporation in the
exercise of such warrants, rights or similar securities, or
the surrender of interim receipts or temporary securities
for definitive securities.
(v) The delivery of securities as collateral on
borrowing affected by the corporation, subject to the
limitations of Article VII of these By-laws.
(vi) The delivery of securities owned by the
corporation, as a complete or partial redemption in
kind of securities issued by the corporation.
(B) Deliver funds on the corporation only upon the purchase
of securities for the portfolio of the corporation, and the
delivery of such securities to the custodian; provided always,
that such limitation shall not prevent the release of funds by
the custodian for redemption of shares issued by the corporation,
for payment of interest, dividend disbursements, taxes,
management fees, custodian fees, other operating expenses
properly authorized by an officer or officers as required by the
custodian agreement, payments in connection with conversion,
exchange or surrender of securities owned by the corporation (as
set forth in Subsection A of this Section) and for
organizational and such other obligations as approved by the
Board of Directors certified in writing.
(C) Upon the resignation or inability of a custodian to
serve as custodian of the assets of the corporation, the
corporation shall use its best efforts to obtain a successor
custodian, to require that the cash and securities owned by the
corporation be delivered directly to such successor custodian
and, in the event that no such successor can be found, to submit
to the stockholders -- before permitting delivery of the cash and
securities owned by the corporation to anyone other than a
successor custodian -- the question of whether the corporation
shall be liquidated or shall function without such custodian.
(D) Nothing hereinbefore contained shall prevent any
such custodian from delivering assets of the corporation to a
successor custodian having the qualifications hereinabove
prescribed.
(E) No directors, officers, employees or agents of the
corporation shall be authorized or permitted to withdraw any
assets held by the custodian, except as permitted in this Article
X and in the Custodian Agreement. Directions, notices or
instructions to the custodian, with respect to delivery of
securities, payment of cash or otherwise, shall be given by such
officer or officers and/or such person or persons, and in such
manner, as the Board of Directors may from time to time
designate.
Section 4. Reports. The corporation shall transmit to the
stockholders, at least semiannually, a report of the operations
of the corporation based at least annually upon an audit by
independent public accountants. Said report shall clearly set
forth the information customarily furnished in a balance
sheet and profit and loss statement, and in addition, shall
clearly set forth a statement of all amounts paid directly
to securities dealers, legal counsel, transfer agents,
disbursing agents, registrars, custodians or trustees, where
such payments are made to a firm, corporation, bank or trust
company having an officer, director or partner who is also an
officer or director of this corporation. A copy or copies, of
all reports submitted to the stockholders of this corporation
shall also be sent, as required to the regulatory agencies of
the United States of America and the states in which the
securities of this corporation are registered and sold.
Section 5. Bonding of Officers and Employees. All officers
and employees of the corporation shall be bonded to such extent,
and in such manner, as may be required by law.
Section 6. Seal. The corporate seal shall have inscribed
thereon the name of the corporation, the year of its organization
and the words "Corporate Seal, Maryland." The seal may be used
by causing it or a facsimile thereof to be impressed or affixed
or otherwise reproduced.
ARTICLE XI
AMENDMENTS
These By-laws may be altered, amended, repealed or restated at
any regular or special meeting of the Board of Directors,
provided that the provisions of Article VII may not be altered,
amended, repealed or restated without the consent of a majority
of the holders of the corporation's outstanding common stock (as
defined in the Investment Company Act of 1940, as amended, and
the corporation's Articles of Incorporation) and provided further
that the right of the Board of Directors to alter, amend, repeal
or restate and the procedures therefor meet the requirements of
the Investment Company Act of 1940, as amended, if any.
EX99.23(b)(4)
AMENDED AND RESTATED BY-LAWS
AS OF NOVEMBER 30, 1996
OF
SCOUT TAX-FREE MONEY MARKET FUND, INC.
ARTICLE I
FISCAL YEAR AND OFFICES
Section 1. Fiscal Year. Unless otherwise provided by
resolution of the Board of Directors, the fiscal year of the
corporation shall begin on the first day of July and end on
the last day of June.
Section 2. Registered Office. The registered office of the
corporation in Maryland shall be C/O the CORPORATION TRUST,
INCORPORATED, 32 South Street, Baltimore, Maryland, 21202.
Section 3. Other Offices. The corporation shall have a
place of business in the State of Missouri, and the corporation
shall have the power to open additional offices for the conduct
of its business, either within or outside the states of Maryland
and Missouri, at such places as the Board of Directors may from
time to time designate.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meeting. Meetings of the stockholders
for the election of directors shall be held in such place as the
Board of Directors may by resolution establish. In the absence
of any specific resolution, annual meetings of stockholders shall
be held at the corporation's principal office in the State of
Missouri. Meetings of stockholders for any other purpose may be
held at such place and time as shall be stated in the notice of
the meeting, or in a duly executed waiver of notice thereof.
Section 2. Annual Meetings. The annual meetings of
stockholders, if held, shall be held at such time during the
month of September as may be fixed by the Board of Directors by
resolution each year. At any annual meeting, the stockholders
shall elect a Board of Directors and transact any other
business which may properly be brought before the meeting. No
annual meeting of stockholders shall be required in any year in
which the only business to be transacted at such meeting does not
require action by stockholders on any one or more of the
following:
(1) the election of directors;
(2) approval of the investment advisory agreement;
(3) ratification of the selection of independent public
accountants;
(4) approval of a distribution agreement.
Section 3. Special Meetings. At any time in the interval
between annual meetings, special meetings of the stockholders may
be called by the president or by a majority of the Board of
Directors and shall be called by the president or secretary upon
written request of the holders of shares entitled to cast not
less than ten percent of all the votes entitled to be cast at
such meeting.
Section 4. Notice. Not less than ten nor more than ninety
days before the date of every annual or special stockholders'
meeting, the secretary shall give to each stockholder entitled to
vote at such meeting written notice stating the time and place of
the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called. Business transacted at
any special meeting of stockholders shall be limited to the
purposes stated in the notice.
Section 5. Record Date for Meetings. The Board of
Directors may fix in advance a date not more than ninety days,
nor less than ten days, prior to the date of any annual or
special meeting of the stockholders as a record date for the
determination of the stockholders entitled to receive notice
of, and to vote at any meeting and any adjournment thereof; and
in such case such stockholders and only such stockholders as
shall be stockholders of record on the date so fixed shall be
entitled to receive notice of and to vote only such shares held
and outstanding on such record date that continue to be held and
outstanding at the time of voting.
Section 6. Quorum. At any meeting of stockholders, the
presence in person or by proxy of the holders of a majority of
the aggregate shares of stock at the time outstanding shall
constitute a quorum. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or
represented by proxy, shall have the power to adjourn the meeting
from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such
adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have been
transacted at the meeting originally notified.
Section 7. Majority. The vote of the holders of a majority
of the stock having voting power, as measured by the applicable
quorum requirements set forth in Section 6, present in person or
represented by proxy, at a meeting duly called and at which a
quorum is present, shall be sufficient to take or authorize
action upon any matter which may properly come before the
meeting, unless otherwise required by the Investment Company Act
of 1940, as amended.
Section 8. Voting. Each stockholder shall have one vote
for each full share and a fractional vote for each fractional
share of stock having voting power held by such stockholder on
each matter submitted to a vote at a meeting of stockholders. A
stockholder may cast his vote in person or by proxy, but no proxy
shall be valid after eleven months from its date, unless
otherwise provided in the proxy. At all meetings of
stockholders, unless the voting is conducted by inspectors, all
questions relating to the qualification of voters and the
validity of proxies and the acceptance or rejection of votes
shall be decided by the chairman of the meeting.
Section 9. Inspectors. At any election of directors, the
Board of Directors prior thereto may, or, if they have not so
acted, the chairman of the meeting may, and upon the request of
the holders of ten percent (10%) of the shares entitled to vote
at such election shall, appoint two inspectors of election who
shall first subscribe an oath of affirmation to execute
faithfully the duties of inspectors at such election with strict
impartiality and according to the best of their ability, and
shall after the election make a certificate of the result of the
vote taken. No candidate for the office of director shall be
appointed such inspector. The chairman of the meeting may cause
a vote by ballot to be taken upon any election or matter, and
such vote shall be taken upon the request of the holders of ten
percent (10%) of the stock entitled to vote on such election or
matter.
Section 10. Stockholder List. The officer who has charge
of the stock ledger of the corporation shall, at least ten days
before every election of directors, prepare and make a complete
list of the stockholders entitled to vote at said election,
arranged in alphabetical order, showing the address and the
number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder,
during ordinary business hours, for a period of at least ten
days prior to the election, either at a place within the city,
town or village where the election is to be held and
which place shall be specified in the notice of meeting, or if
not specified, at the place where said meeting is to be held,
and the list shall be produced and kept at the time and place of
election during the whole time thereof, and subject to the
inspection of any stockholder who may be present.
ARTICLE III
DIRECTORS
Section 1. General Powers. The business of the corporation
shall be managed by its Board of Directors, which may exercise
all powers of the corporation, except such as are by statute, or
the Articles of Incorporation, or by these By-laws conferred upon
or reserved to the stockholders.
Section 2. Number and Term of Office. The number of
directors which shall constitute the whole Board shall be
determined from time to time by the Board of Directors, but
shall not be fewer than three. Each director elected shall hold
office until his successor is elected and qualified. Directors
need not be stockholders.
Section 3. Elections. The Directors shall all be of one
class and shall serve until their respective successors are
elected and qualified.
Section 4. Place of Meeting. Meetings of the Board of
Directors, regular or special, may be held at any place in or out
of the State of Maryland as the Board may from time to time
determine.
Section 5. Quorum. At all meetings of the Board of
Directors a majority of the entire Board of Directors shall
constitute a quorum for the transaction of business and the
action of a majority of the directors present at any meeting
at which a quorum is present shall be the action of the Board of
Directors unless the concurrence of a greater proportion is
required for such action by the laws of the State of Maryland,
these By-laws or the Articles of Incorporation or a different
number is required by the Investment Company Act of 1940, as
amended. If a quorum shall not be present at any meeting of
directors, the directors present thereat may by a majority vote
adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Section 6. First Meeting. The first meeting of each newly
constituted Board of Directors shall be held as soon as
practicable after the annual meeting of stockholders in each
year, at such time and place as shall be specified in a notice
given as hereinafter provided for meetings of the Board of
Directors, or as shall be specified in a written waiver
signed by all of the directors.
Section 7. Regular Meetings. Regular meetings of the Board
of Directors may be held without notice at such time and place as
shall from time to time be determined by the Board of Directors.
Section 8. Special Meetings. Special meetings of the Board
of Directors may be called by the president on one day's notice
to each director; special meetings shall be called by the
president or secretary in like manner and on like notice on the
written request of two directors.
Section 9. Telephonic Meetings. Regular or special
meetings, except for meetings to approve an investment advisory
agreement or a distribution plan, of the Board of Directors or
any committee thereof, may be held by means of a conference
telephone or similar communications equipment so that all persons
participating in the meeting can hear each other at the same
time. Participation in a meeting by these means constitutes
presence in person at the meeting.
Section 10. Informal Actions. Any action, except approval
of an investment advisory agreement, or a distribution plan,
required or permitted to be taken at any meeting of the Board
of Directors or any committee thereof may be taken without a
meeting, if written consent to such action is signed in one or
more counterparts by all members of the Board or of such
committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.
Section 11. Committees. The Board of Directors may by
resolution passed by a majority of the whole Board appoint from
among its members an executive committee and other committees
composed of two or more directors, and may delegate to such
committees, in the intervals between meetings of the Board of
Directors, any or all of the power of the Board of Directors
in the management of the business and affairs of the corporation,
except the power to declare dividends, to issue stock or to
recommend to stockholders any action requiring stockholders'
approval. In the absence of any member of such committee, the
members thereof present at any meeting, whether or not they
constitute a quorum, may appoint a member of the Board of
Directors to act in the place of such absent member.
Section 12. Action of Committees. The committees shall
keep minutes of their proceedings and shall report the same to
the Board of Directors at the meeting next succeeding, and any
action by committees shall be subject to revision and alteration
by the Board of Directors, provided that no rights of third
persons shall be affected by any such revision or alteration.
Section 13. Compensation. Any director, whether or not he
is a salaried officer or employee of the corporation, may be
compensated for his services as a director or as a member of a
committee of directors, or as chairman of the Board or chairman
of a committee by fixed or periodic payments or by fees for
attendance at meetings or by both, and in addition may be
reimbursed for transportation and other expenses, all in such
manner and amounts as the Board of Directors may from time to
time determine.
Section 14. Removal. The stockholders of this corporation
may remove any director with or without cause by the affirmative
vote of a majority of all the votes entitled to be cast for the
election of directors.
ARTICLE IV
NOTICES
Section 1. Form. Notices to stockholders shall be in
writing and delivered personally or mailed to the stockholders
at their addresses appearing on the books of the corporation.
Notice by mail shall be deemed to be given at the time when the
same shall be mailed. Notice to directors need not state the
purpose of a regular or special meeting.
Section 2. Waiver. Whenever any notice of the time, place
or purpose of any meeting of stockholders, directors or committee
is required to be given under the provisions of Maryland law or
under the provisions of the Articles of Incorporation or these
By-laws, a waiver thereof in writing, signed by the person or
persons entitled to such notice and filed with the records of
the meeting, whether before or after the holding thereof, or
actual attendance at the meeting of stockholders in person or by
proxy, or at the meeting of directors or committee in person,
shall be deemed equivalent to the giving of such notice to such
persons.
ARTICLE V
OFFICERS
Section 1. Officers of the Corporation. The officers of
the corporation shall be elected by the Board of Directors and
shall include a president, who shall be a director, a secretary
and a treasurer. The Board of Directors may, from time to time,
elect or appoint a controller, one or more vice-presidents,
assistant secretaries and assistant treasurers. The president
shall preside at meetings of the Board of Directors, unless the
Board of Directors, at its discretion, elects a chairman of the
Board to preside at such meetings. In addition, such chairman
shall perform and execute such executive and administrative
duties and have such powers as the Board of Directors may from
time to time prescribe. Two or more offices may be held by the
same person but no officer shall execute, acknowledge or
verify any instrument in more than one capacity, if such
instrument is required by law, the Articles of Incorporation or
these By-laws to be executed, acknowledged or verified by two
or more officers.
Section 2. Election. The Board of Directors at its first
meeting after each annual meeting of stockholders shall choose a
president, a secretary and a treasurer.
Section 3. Compensation. The salaries or other
compensation of all officers and agents of the corporation paid
directly by the corporation shall be fixed by the Board of
Directors, except that the Board of Directors may delegate to
any person or group of persons the power to fix such salaries
or other compensation.
Section 4. Tenure. The officers of the corporation shall
serve for one year and until the successors are chosen and
qualify. Any officer or agent may be removed by the affirmative
vote of a majority of the Board of Directors whenever, in its
judgment, the best interests of the corporation will be served
thereby. Any vacancy occurring in any office of the corporation
by death, resignation, removal or otherwise shall be filled by
the Board of Directors.
Section 5. President. The president, unless the chairman
has been so designated, shall be the chief executive officer of
the corporation. He shall preside at all meetings of the
stockholders and directors and shall see that all orders and
resolutions of the Board are carried into effect. The president
shall also be the chief administrative officer of the
corporation and shall perform such other duties and have such
other powers as the Board of Directors may from time to time
prescribe.
Section 6. Vice-Presidents. The vice-presidents, in the
order of their seniority, shall in the absence or disability of
the president, perform the duties and exercise the powers of the
president and shall perform such other duties as the Board of
Directors may from time to time prescribe.
Section 7. Secretary. The secretary shall attend all
meetings of the Board of Directors and all meetings of the
stockholders and record all the proceedings thereof and shall
perform like duties for any committee when required. In the
absence of the secretary or an assistant secretary, proceedings
of such meetings shall be recorded by a person selected by the
chairman of the meeting. He shall give, or cause to be given,
notice of meetings of the stockholders and of the Board of
Directors, and shall perform such other duties as may be
prescribed by the Board of Directors or president, under whose
supervision he shall be. He shall keep in safe custody the seal
of the corporation and, when authorized by the Board of
Directors, affix and attest the same to any instrument
requiring it. The Board of Directors may give general authority
to any other officer to affix the seal of the corporation and
to attest the same by affixing his signature.
Section 8. Assistant Secretaries. The assistant
secretaries, in order of their seniority, shall in the absence or
disability of the secretary, perform the duties and exercise the
powers of the secretary and shall perform such other duties as
the Board of Directors shall prescribe.
Section 9. Treasurer. The treasurer, unless another
officer has been so designated, shall be the chief financial
officer of the corporation. He shall be responsible for the
maintenance of its accounting records and shall render to the
Board of Directors, at its regular meetings, or when the Board of
Directors so requires, an account of all the corporation's
financial transactions and a report of the financial condition
of the corporation.
Section 10. Controller. The controller shall be under the
direct supervision of the treasurer. He shall maintain adequate
records of all assets, liabilities and transactions of the
corporation, establish and maintain internal accounting control
and, in cooperation with the independent public accountants
selected by the Board of Directors, shall supervise internal
auditing. He shall have such further powers and duties as may
be conferred upon him from time to time by the president or the
Board of Directors.
Section 11. Assistant Treasurers. The assistant
treasurers, in the order of their seniority, shall in the
absence or disability of the treasurer, perform the duties
and exercise the powers of the treasurer and shall perform such
other duties as the president or the Board of Directors may
from time to time prescribe.
Section 12. Other Officers. The Board of Directors from
time to time may appoint such other officers and agents as it
shall deem advisable, who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall
be determined from time to time by the Board of Directors. The
Board of Directors from time to time may delegate to one or more
officers or agents the power to appoint any such subordinate
officers or agents, except assistant treasurers and to
prescribe the respective rights, terms of office, authorities and
duties.
ARTICLE VI
NET ASSET VALUE
The net asset value per share of stock of the corporation
shall be determined at least once each day at the close of
business on the New York Stock Exchange on each day the New
York Stock Exchange is open for trading. Net asset value shall
be calculated by adding the value of all securities and other
assets of the Fund, deducting its liabilities and dividing by the
number of shares outstanding.
ARTICLE VII
INVESTMENT RESTRICTIONS
The following investment restriction cannot be changed
without the consent of the holders of a majority of the
corporation's outstanding shares of stock; the corporation shall
not:
(1) invest in equity securities or securities convertible into
equities; (2) purchase more than ten percent (10%) of the
outstanding publicly issued debt obligations of any issuer; (3)
borrow or pledge its credit under normal circumstances, except up
to 10% of its gross assets (computed at the lower of fair market
value or cost) for temporary or emergency purposes (and not for
the purpose of leveraging its investments), and provided further
that any borrowing in excess of 5% of the total assets of the
Fund shall have asset coverage of at least 3 to 1; the Fund will
repay all borrowings before making additional investments; (4)
pledge, mortgage or hypothecate its assets to an extent greater
than ten percent (10%) of the value of its net assets; (5) issue
senior securities, as defined in the Investment Company Act of
1940, as amended; (6) underwrite any issue of securities; (7)
purchase or sell real estate, but this shall not prevent
investment in municipal bonds secured by a real estate interest
therein; (8) make loans to other persons, except by the purchase
of bonds, debentures or similar obligations which are publicly
distributed; the purchase of a security subject to a repurchase
agreement is not considered making a loan; (9) purchase
securities on margin or sell short; (10) purchase or retain
securities of an issuer if those directors of the Fund, each of
whom owns more than one-half of one percent (.5%) of such
securities, together own more than five percent (5%) of the
securities of such issuer; (11) purchase or sell commodities or
commodity contracts; (12) invest in, put, call, straddle or
spread options; (13) purchase securities of any issuer (except
the United States government, its agencies and instrumentalities,
and any municipal bond guaranteed by the United States
government) if, as a result, more than 5% of the total assets
would be invested in the securities of such issuer; for purposes
of this limitation, identification of the "issuer" will be based
on a determination of the source of assets and revenues committed
to meeting interest and principal payments of each security, and
a government entity which guarantees the securities issued by
another entity is also considered an issuer of that security;
(14) invest in companies for the purpose of exercising control;
(15) invest in securities of other investment companies, except
as they may be acquired as part of a merger, consolidation or
acquisition of assets; or (16) invest more than 5% of the value
of its total assets at the time of investment in the securities
of any issuer or issuers which have records of less than three
years continuous operation, including the operation of any
predecessor, but this limitation does not apply to securities
issued or guaranteed as to interest and principal by the United
States government or its agencies or instrumentalities.
ARTICLE VIII
OTHER RESTRICTIONS
Section 1. Dealings. The officers and directors of the
corporation and its investment adviser shall have no dealings for
or on behalf of the corporation with themselves as principal
or agent, or with any corporation, partnership, trust, joint
venture or association in which they have a financial interest,
provided that this section shall not prevent:
(A) Officers or directors of the corporation from
having a financial interest in the corporation, in any sponsor,
manager, investment adviser or promoter of the corporation, or in
any underwriter or securities issued by the corporation.
(B) The purchase of securities for the portfolio of the
corporation, or sale of securities owned by the corporation
through a security dealer, one or more of whose partners,
officers, directors or security holders is an officer or
director of the corporation, provided such transactions are
handled in a brokerage capacity only, and provided commissions
charged do not exceed customary brokerage charges for such
services.
(C) The employment of any legal counsel, registrar,
transfer agent, dividend disbursing agent or custodian having a
partner, officer, director or security holder who is an officer
or director of the corporation; provided only customary fees are
charged for services rendered to or for the benefit of the
corporation.
(D) The purchase for the portfolio of the corporation of
securities issued by an issuer having an officer, director or
security holder who is an officer or director of the corporation
or of any manager of the corporation, unless the retention of
such securities in the portfolio of the corporation would
otherwise be a violation of these By-laws or the Articles of
Incorporation of the corporation.
ARTICLE IX
STOCK
Section 1. Certificates. Each stockholder shall be
entitled to a certificate or certificates which shall certify
the number of shares owned by him in the corporation. Each
certificate shall be signed by the president or a vice-
president and countersigned by the secretary or an assistant
secretary or the treasurer or an assistant treasurer and shall be
sealed with the corporate seal.
Section 2. Signature. When a certificate is signed by a
transfer agent or an assistant transfer agent or by a transfer
clerk acting on behalf of the corporation and a registrar, the
signature of any such president, vice-president, treasurer,
assistant treasurer, secretary or assistant secretary may be
facsimile. In case any officer who has signed any
certificate ceases to be an officer of the corporation before the
certificate is issued, the certificate may nevertheless be issued
by the corporation with the same effect as if the officer had not
ceased to be such officer as of the date of its issue.
Section 3. Recording and Transfer Without Certificates.
Notwithstanding the foregoing provisions of this article, the
corporation shall have full power to participate in any program
approved by the Board of Directors providing for the recording
and transfer of ownership of shares of the corporation's
stock by electronic or other means without the issuance of
certificates.
Section 4. Lost Certificates. The Board of Directors may
direct a new certificate or certificates to be issued in place of
any certificate or certificates theretofore issued by the
corporation alleged to have been stolen, lost or destroyed,
upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be stolen, lost or
destroyed, or upon other satisfactory evidence of such loss or
destruction. When authorizing such issuance of a new
certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance
thereof, require the owner of such stolen, lost or destroyed
certificate or certificates, or his legal representative to
advertise the same in such manner as it shall require and to give
the corporation a bond with sufficient surety, to the
corporation to indemnify it against any loss or claim that may be
made by reason of the issuance of a new certificate.
Section 5. Registered Stockholders. The corporation shall
be entitled to recognize the exclusive right of a person
registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and shall not be bound
to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether
or not it shall have express or other notice thereof,
except, as otherwise provided by the laws of Maryland.
Section 6. Transfer Agents and Registrars. The corporation
may act as its own transfer agent and/or registrar, or it may
delegate those duties to others. The Board of Directors may from
time to time, appoint or remove transfer agents and/or registrars
of stock of the corporation, and it may appoint the same person
as both transfer agent and registrar. Upon any such appointment
being made all certificates representing shares of stock
thereafter issued shall be countersigned by one of such
transfer agents or by one of such registrars or by both and shall
not be valid unless so countersigned. If the same person shall
be both transfer agent and registrar, only countersignature by
such person shall be required.
Section 7. Stock Ledger. The corporation shall maintain an
original stock ledger containing the names and addresses of all
stockholders and the number and class of shares held by each
stockholder. Such stock ledger may be in written form or any
other form capable of being converted into written form within a
reasonable time for visual inspection.
Section 8. Transfers of Stock. The corporation shall
transfer or otherwise change the registration of its issued and
outstanding shares in its stock ledger upon receipt of an
authorization in a form proper and acceptable to it or its duly
appointed agent. To the extent such shares are evidenced by a
certificate or certificates, the surrender of such certificate
properly endorsed shall be required where necessary. Upon
receipt of the transfer instructions in proper order by the
corporation, the corporation shall change its stock ledger
records accordingly and record the transaction upon its books.
ARTICLE X
GENERAL PROVISIONS
Section 1. Dividends. With respect to dividends (including
"dividends" designated as "short" or "long" term "capital gains"
distributions to satisfy requirements of the Investment Company
Act of 1940, as amended, or the Internal Revenue Code of 1954, as
amended from time to time):
(A) Such dividends, at the election of the
stockholders, may be automatically reinvested in additional
shares (or fractions thereof) of the corporation at the "net
asset value" determined on the reinvestment date fixed by the
Board of Directors.
(B) The Board of Directors in declaring any dividend, may
fix a record date not earlier than the date of declaration or
more than 40 days prior to the date of payment, as of which the
stockholders entitled to receive such dividend shall be
determined, notwithstanding any transfer or the repurchase or
issue (or sale) of any shares after such record date.
(C) Dividends or distributions on shares of stock
whether payable in stock or cash, shall be paid out of earnings,
surplus or other lawfully available assets; provided that no
dividend payment, or distribution in the nature of a dividend
payment, may be made wholly or partly from any source other than
accumulated, undistributed net income, determined in
accordance with good accounting practice, and not including
profits or losses realized in the sale of securities or other
properties, unless such payment is accompanied by a written
statement clearly indicating what portion of such payment per
share is made from the following sources:
(i) accumulated or undistributed net income not
including profits or losses from the sale of securities or
other properties;
(ii) accumulated undistributed net profits from the
sale of securities or other properties;
(iii) net profits from the sale of securities
or other properties during the then current fiscal year; and
(iv) paid-in surplus or other capital source.
(D) In declaring dividends and in recognition that the one
goal of the corporation is to qualify as a "regulated investment
company" under the Internal Revenue Code of 1954, as
amended, the Board of Directors shall be entitled to rely upon
estimates made in the last two months of the fiscal year as to
the amounts of distribution necessary for this purpose; and the
Board of Directors, acting consistently with good accounting
practice and with the express provisions of these By-laws, may
credit receipts and charge payments to income or otherwise, as
it may seem proper.
(E) Any dividends declared, except as aforesaid, shall be
deemed liquidating dividends and the stockholders shall be so
informed to whatever extent may be required by law. A notice
that dividends have been paid from paid-in surplus, or a notice
that dividends have been paid from paid-in capital, shall be
deemed to be a sufficient notice that the same constitutes
liquidating dividends.
(F) Anything in these By-laws to the contrary
notwithstanding, the Board of Directors may at any time declare
and distribute pro rata among the stockholders of a record date
fixed as above, a "stock dividend" out of either
authorized but unissued, or treasury shares of the corporation,
or both.
Section 2. Rights in Securities. The Board of Directors,
on behalf of the corporation, shall have the authority to
exercise all of the rights of the corporation as owners of
any securities which might be exercised by any individual owning
such securities in his own right; including but not limited to,
the rights to vote by proxy for any and all purposes (including
the right to authorize any officer of the manager to
execute proxies), to consent to the reorganization, merger or
consolidation of any company or to consent to the sale, lease or
mortgage of all or substantially all of the property and assets
of any company; and to exchange any of the shares of stock of
any company for shares of stock issued therefor upon any such
reorganization, merger, consolidation, sale, lease or mortgage.
Section 3. Custodianship. Securities owned by the
corporation and cash representing (A) the proceeds from
sales of securities owned by the corporation and of shares issued
by the corporation, (B) payments of principal upon securities
owned by the corporation, or (C) capital distributions in
respect of securities owned by the corporation shall be held by
one or more custodians, as permitted by the Investment Company
Act of 1940, as amended, to be selected by the Board of
Directors. Each bank and/or trust company selected as a
custodian shall be organized and existing under a state
banking and/or trust company law, or shall be a national banking
association incorporated under the laws of the United
States of America and qualified to act as a trust company, and
shall have an aggregate capital, surplus and undivided profits
of not less than $2,000,000. Each custodian shall enter into an
agreement with the corporation to serve as a custodian of such
securities and cash on terms consistent with the provisions of
these By-laws. From the time any such trust company, banking
association or other permissible entity becomes a custodian of
such securities and cash, it shall:
(A) Deliver securities owned by the corporation, only
upon sale of such securities for the account of the corporation
and receipt of payment therefor by the custodian, or when such
securities may be called, redeemed, retired or otherwise become
payable, provided that this provision shall not prevent:
(i) Delivery of securities for examination to the
broker selling the same, in accordance with the "street
delivery" custom, whereby such securities are delivered to
such broker in exchange for a delivery receipt exchanged on
the same day for an uncertified check of such broker to be
presented on the same day for certification.
(ii) Delivery of securities of an issuer in
exchange for or for conversion into, other securities
alone, or cash and other securities, pursuant to any plan
or merger, consolidation, reorganization,
recapitalization or readjustment of the securities of such
issuer or for deposit with a reorganization committee or
protective committee, pursuant to a deposit agreement.
(iii) The conversion by the custodian of
securities owned by the corporation, pursuant to the
provisions of such securities into other securities.
(iv) The surrender by the custodian of warrants,
rights or similar securities owned by the corporation in the
exercise of such warrants, rights or similar securities, or
the surrender of interim receipts or temporary securities
for definitive securities.
(v) The delivery of securities as collateral on
borrowing affected by the corporation, subject to the
limitations of Article VII of these By-laws.
(vi) The delivery of securities owned by the
corporation, as a complete or partial redemption in
kind of securities issued by the corporation.
(B) Deliver funds on the corporation only upon the purchase
of securities for the portfolio of the corporation, and the
delivery of such securities to the custodian; provided always,
that such limitation shall not prevent the release of funds by
the custodian for redemption of shares issued by the corporation,
for payment of interest, dividend disbursements, taxes,
management fees, custodian fees, other operating expenses
properly authorized by an officer or officers as required by the
custodian agreement, payments in connection with conversion,
exchange or surrender of securities owned by the corporation (as
set forth in Subsection A of this Section) and for
organizational and such other obligations as approved by the
Board of Directors certified in writing.
(C) Upon the resignation or inability of a custodian to
serve as custodian of the assets of the corporation, the
corporation shall use its best efforts to obtain a successor
custodian, to require that the cash and securities owned by the
corporation be delivered directly to such successor custodian
and, in the event that no such successor can be found, to submit
to the stockholders -- before permitting delivery of the cash and
securities owned by the corporation to anyone other than a
successor custodian -- the question of whether the corporation
shall be liquidated or shall function without such custodian.
(D) Nothing hereinbefore contained shall prevent any
such custodian from delivering assets of the corporation to a
successor custodian having the qualifications hereinabove
prescribed.
(E) No directors, officers, employees or agents of the
corporation shall be authorized or permitted to withdraw any
assets held by the custodian, except as permitted in this Article
X and in the Custodian Agreement. Directions, notices or
instructions to the custodian, with respect to delivery of
securities, payment of cash or otherwise, shall be given by such
officer or officers and/or such person or persons, and in such
manner, as the Board of Directors may from time to time
designate.
Section 4. Reports. The corporation shall transmit to the
stockholders, at least semiannually, a report of the operations
of the corporation based at least annually upon an audit by
independent public accountants. Said report shall clearly set
forth the information customarily furnished in a balance
sheet and profit and loss statement, and in addition, shall
clearly set forth a statement of all amounts paid directly
to securities dealers, legal counsel, transfer agents,
disbursing agents, registrars, custodians or trustees, where
such payments are made to a firm, corporation, bank or trust
company having an officer, director or partner who is also an
officer or director of this corporation. A copy or copies, of
all reports submitted to the stockholders of this corporation
shall also be sent, as required to the regulatory agencies of
the United States of America and the states in which the
securities of this corporation are registered and sold.
Section 5. Bonding of Officers and Employees. All officers
and employees of the corporation shall be bonded to such extent,
and in such manner, as may be required by law.
Section 6. Seal. The corporate seal shall have inscribed
thereon the name of the corporation, the year of its organization
and the words "Corporate Seal, Maryland." The seal may be used
by causing it or a facsimile thereof to be impressed or affixed
or otherwise reproduced.
ARTICLE XI
AMENDMENTS
These By-laws may be altered, amended, repealed or restated at
any regular or special meeting of the Board of Directors,
provided that the provisions of Article VII may not be altered,
amended, repealed or restated without the consent of a majority
of the holders of the corporation's outstanding common stock (as
defined in the Investment Company Act of 1940, as amended, and
the corporation's Articles of Incorporation) and provided further
that the right of the Board of Directors to alter, amend, repeal
or restate and the procedures therefor meet the requirements of
the Investment Company Act of 1940, as amended, if any.
EX99.23(b)(5)
AMENDED AND RESTATED BY-LAWS
AS OF NOVEMBER 30, 1996
OF
SCOUT BALANCED FUND, INC.
ARTICLE I
FISCAL YEAR AND OFFICES
Section 1. Fiscal Year. Unless otherwise provided by
resolution of the Board of Directors, the fiscal year of the
corporation shall begin on the first day of July and end on
the last day of June.
Section 2. Registered Office. The registered office of the
corporation in Maryland shall be C/O the CORPORATION TRUST,
INCORPORATED, 32 South Street, Baltimore, Maryland, 21202.
Section 3. Other Offices. The corporation shall have a
place of business in the State of Missouri, and the corporation
shall have the power to open additional offices for the conduct
of its business, either within or outside the states of Maryland
and Missouri, at such places as the Board of Directors may from
time to time designate.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meeting. Meetings of the stockholders
for the election of directors shall be held in such place as the
Board of Directors may by resolution establish. In the absence
of any specific resolution, annual meetings of stockholders shall
be held at the corporation's principal office in the State of
Missouri. Meetings of stockholders for any other purpose may be
held at such place and time as shall be stated in the notice of
the meeting, or in a duly executed waiver of notice thereof.
Section 2. Annual Meetings. The annual meetings of
stockholders, if held, shall be held at such time during the
month of September as may be fixed by the Board of Directors by
resolution each year. At any annual meeting, the stockholders
shall elect a Board of Directors and transact any other
business which may properly be brought before the meeting. No
annual meeting of stockholders shall be required in any year in
which the only business to be transacted at such meeting does not
require action by stockholders on any one or more of the
following:
(1) the election of directors;
(2) approval of the investment advisory agreement;
(3) ratification of the selection of independent public
accountants;
(4) approval of a distribution agreement.
Section 3. Special Meetings. At any time in the interval
between annual meetings, special meetings of the stockholders may
be called by the president or by a majority of the Board of
Directors and shall be called by the president or secretary upon
written request of the holders of shares entitled to cast not
less than ten percent of all the votes entitled to be cast at
such meeting.
Section 4. Notice. Not less than ten nor more than ninety
days before the date of every annual or special stockholders'
meeting, the secretary shall give to each stockholder entitled to
vote at such meeting written notice stating the time and place of
the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called. Business transacted at
any special meeting of stockholders shall be limited to the
purposes stated in the notice.
Section 5. Record Date for Meetings. The Board of
Directors may fix in advance a date not more than ninety days,
nor less than ten days, prior to the date of any annual or
special meeting of the stockholders as a record date for the
determination of the stockholders entitled to receive notice
of, and to vote at any meeting and any adjournment thereof; and
in such case such stockholders and only such stockholders as
shall be stockholders of record on the date so fixed shall be
entitled to receive notice of and to vote only such shares held
and outstanding on such record date that continue to be held and
outstanding at the time of voting.
Section 6. Quorum. At any meeting of stockholders, the
presence in person or by proxy of the holders of a majority of
the aggregate shares of stock at the time outstanding shall
constitute a quorum. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or
represented by proxy, shall have the power to adjourn the meeting
from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such
adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have been
transacted at the meeting originally notified.
Section 7. Majority. The vote of the holders of a majority
of the stock having voting power, as measured by the applicable
quorum requirements set forth in Section 6, present in person or
represented by proxy, at a meeting duly called and at which a
quorum is present, shall be sufficient to take or authorize
action upon any matter which may properly come before the
meeting, unless otherwise required by the Investment Company Act
of 1940, as amended.
Section 8. Voting. Each stockholder shall have one vote
for each full share and a fractional vote for each fractional
share of stock having voting power held by such stockholder on
each matter submitted to a vote at a meeting of stockholders. A
stockholder may cast his vote in person or by proxy, but no proxy
shall be valid after eleven months from its date, unless
otherwise provided in the proxy. At all meetings of
stockholders, unless the voting is conducted by inspectors, all
questions relating to the qualification of voters and the
validity of proxies and the acceptance or rejection of votes
shall be decided by the chairman of the meeting.
Section 9. Inspectors. At any election of directors, the
Board of Directors prior thereto may, or, if they have not so
acted, the chairman of the meeting may, and upon the request of
the holders of ten percent (10%) of the shares entitled to vote
at such election shall, appoint two inspectors of election who
shall first subscribe an oath of affirmation to execute
faithfully the duties of inspectors at such election with strict
impartiality and according to the best of their ability, and
shall after the election make a certificate of the result of the
vote taken. No candidate for the office of director shall be
appointed such inspector. The chairman of the meeting may cause
a vote by ballot to be taken upon any election or matter, and
such vote shall be taken upon the request of the holders of ten
percent (10%) of the stock entitled to vote on such election or
matter.
Section 10. Stockholder List. The officer who has charge
of the stock ledger of the corporation shall, at least ten days
before every election of directors, prepare and make a complete
list of the stockholders entitled to vote at said election,
arranged in alphabetical order, showing the address and the
number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder,
during ordinary business hours, for a period of at least ten
days prior to the election, either at a place within the city,
town or village where the election is to be held and
which place shall be specified in the notice of meeting, or if
not specified, at the place where said meeting is to be held,
and the list shall be produced and kept at the time and place of
election during the whole time thereof, and subject to the
inspection of any stockholder who may be present.
ARTICLE III
DIRECTORS
Section 1. General Powers. The business of the corporation
shall be managed by its Board of Directors, which may exercise
all powers of the corporation, except such as are by statute, or
the Articles of Incorporation, or by these By-laws conferred upon
or reserved to the stockholders.
Section 2. Number and Term of Office. The number of
directors which shall constitute the whole Board shall be
determined from time to time by the Board of Directors, but
shall not be fewer than three. Each director elected shall hold
office until his successor is elected and qualified. Directors
need not be stockholders.
Section 3. Elections. The Directors shall all be of one
class and shall serve until their respective successors are
elected and qualified.
Section 4. Place of Meeting. Meetings of the Board of
Directors, regular or special, may be held at any place in or out
of the State of Maryland as the Board may from time to time
determine.
Section 5. Quorum. At all meetings of the Board of
Directors a majority of the entire Board of Directors shall
constitute a quorum for the transaction of business and the
action of a majority of the directors present at any meeting
at which a quorum is present shall be the action of the Board of
Directors unless the concurrence of a greater proportion is
required for such action by the laws of the State of Maryland,
these By-laws or the Articles of Incorporation or a different
number is required by the Investment Company Act of 1940, as
amended. If a quorum shall not be present at any meeting of
directors, the directors present thereat may by a majority vote
adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Section 6. First Meeting. The first meeting of each newly
constituted Board of Directors shall be held as soon as
practicable after the annual meeting of stockholders in each
year, at such time and place as shall be specified in a notice
given as hereinafter provided for meetings of the Board of
Directors, or as shall be specified in a written waiver
signed by all of the directors.
Section 7. Regular Meetings. Regular meetings of the Board
of Directors may be held without notice at such time and place as
shall from time to time be determined by the Board of Directors.
Section 8. Special Meetings. Special meetings of the Board
of Directors may be called by the president on one day's notice
to each director; special meetings shall be called by the
president or secretary in like manner and on like notice on the
written request of two directors.
Section 9. Telephonic Meetings. Regular or special
meetings, except for meetings to approve an investment advisory
agreement or a distribution plan, of the Board of Directors or
any committee thereof, may be held by means of a conference
telephone or similar communications equipment so that all persons
participating in the meeting can hear each other at the same
time. Participation in a meeting by these means constitutes
presence in person at the meeting.
Section 10. Informal Actions. Any action, except approval
of an investment advisory agreement, or a distribution plan,
required or permitted to be taken at any meeting of the Board
of Directors or any committee thereof may be taken without a
meeting, if written consent to such action is signed in one or
more counterparts by all members of the Board or of such
committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.
Section 11. Committees. The Board of Directors may by
resolution passed by a majority of the whole Board appoint from
among its members an executive committee and other committees
composed of two or more directors, and may delegate to such
committees, in the intervals between meetings of the Board of
Directors, any or all of the power of the Board of Directors
in the management of the business and affairs of the corporation,
except the power to declare dividends, to issue stock or to
recommend to stockholders any action requiring stockholders'
approval. In the absence of any member of such committee, the
members thereof present at any meeting, whether or not they
constitute a quorum, may appoint a member of the Board of
Directors to act in the place of such absent member.
Section 12. Action of Committees. The committees shall
keep minutes of their proceedings and shall report the same to
the Board of Directors at the meeting next succeeding, and any
action by committees shall be subject to revision and alteration
by the Board of Directors, provided that no rights of third
persons shall be affected by any such revision or alteration.
Section 13. Compensation. Any director, whether or not he
is a salaried officer or employee of the corporation, may be
compensated for his services as a director or as a member of a
committee of directors, or as chairman of the Board or chairman
of a committee by fixed or periodic payments or by fees for
attendance at meetings or by both, and in addition may be
reimbursed for transportation and other expenses, all in such
manner and amounts as the Board of Directors may from time to
time determine.
Section 14. Removal. The stockholders of this corporation
may remove any director with or without cause by the affirmative
vote of a majority of all the votes entitled to be cast for the
election of directors.
ARTICLE IV
NOTICES
Section 1. Form. Notices to stockholders shall be in
writing and delivered personally or mailed to the stockholders
at their addresses appearing on the books of the corporation.
Notice by mail shall be deemed to be given at the time when the
same shall be mailed. Notice to directors need not state the
purpose of a regular or special meeting.
Section 2. Waiver. Whenever any notice of the time, place
or purpose of any meeting of stockholders, directors or committee
is required to be given under the provisions of Maryland law or
under the provisions of the Articles of Incorporation or these
By-laws, a waiver thereof in writing, signed by the person or
persons entitled to such notice and filed with the records of
the meeting, whether before or after the holding thereof, or
actual attendance at the meeting of stockholders in person or by
proxy, or at the meeting of directors or committee in person,
shall be deemed equivalent to the giving of such notice to such
persons.
ARTICLE V
OFFICERS
Section 1. Officers of the Corporation. The officers of
the corporation shall be elected by the Board of Directors and
shall include a president, who shall be a director, a secretary
and a treasurer. The Board of Directors may, from time to time,
elect or appoint a controller, one or more vice-presidents,
assistant secretaries and assistant treasurers. The president
shall preside at meetings of the Board of Directors, unless the
Board of Directors, at its discretion, elects a chairman of the
Board to preside at such meetings. In addition, such chairman
shall perform and execute such executive and administrative
duties and have such powers as the Board of Directors may from
time to time prescribe. Two or more offices may be held by the
same person but no officer shall execute, acknowledge or
verify any instrument in more than one capacity, if such
instrument is required by law, the Articles of Incorporation or
these By-laws to be executed, acknowledged or verified by two
or more officers.
Section 2. Election. The Board of Directors at its first
meeting after each annual meeting of stockholders shall choose a
president, a secretary and a treasurer.
Section 3. Compensation. The salaries or other
compensation of all officers and agents of the corporation paid
directly by the corporation shall be fixed by the Board of
Directors, except that the Board of Directors may delegate to
any person or group of persons the power to fix such salaries
or other compensation.
Section 4. Tenure. The officers of the corporation shall
serve for one year and until the successors are chosen and
qualify. Any officer or agent may be removed by the affirmative
vote of a majority of the Board of Directors whenever, in its
judgment, the best interests of the corporation will be served
thereby. Any vacancy occurring in any office of the corporation
by death, resignation, removal or otherwise shall be filled by
the Board of Directors.
Section 5. President. The president, unless the chairman
has been so designated, shall be the chief executive officer of
the corporation. He shall preside at all meetings of the
stockholders and directors and shall see that all orders and
resolutions of the Board are carried into effect. The president
shall also be the chief administrative officer of the
corporation and shall perform such other duties and have such
other powers as the Board of Directors may from time to time
prescribe.
Section 6. Vice-Presidents. The vice-presidents, in the
order of their seniority, shall in the absence or disability of
the president, perform the duties and exercise the powers of the
president and shall perform such other duties as the Board of
Directors may from time to time prescribe.
Section 7. Secretary. The secretary shall attend all
meetings of the Board of Directors and all meetings of the
stockholders and record all the proceedings thereof and shall
perform like duties for any committee when required. In the
absence of the secretary or an assistant secretary, proceedings
of such meetings shall be recorded by a person selected by the
chairman of the meeting. He shall give, or cause to be given,
notice of meetings of the stockholders and of the Board of
Directors, and shall perform such other duties as may be
prescribed by the Board of Directors or president, under whose
supervision he shall be. He shall keep in safe custody the seal
of the corporation and, when authorized by the Board of
Directors, affix and attest the same to any instrument
requiring it. The Board of Directors may give general authority
to any other officer to affix the seal of the corporation and
to attest the same by affixing his signature.
Section 8. Assistant Secretaries. The assistant
secretaries, in order of their seniority, shall in the absence or
disability of the secretary, perform the duties and exercise the
powers of the secretary and shall perform such other duties as
the Board of Directors shall prescribe.
Section 9. Treasurer. The treasurer, unless another
officer has been so designated, shall be the chief financial
officer of the corporation. He shall be responsible for the
maintenance of its accounting records and shall render to the
Board of Directors, at its regular meetings, or when the Board of
Directors so requires, an account of all the corporation's
financial transactions and a report of the financial condition
of the corporation.
Section 10. Controller. The controller shall be under the
direct supervision of the treasurer. He shall maintain adequate
records of all assets, liabilities and transactions of the
corporation, establish and maintain internal accounting control
and, in cooperation with the independent public accountants
selected by the Board of Directors, shall supervise internal
auditing. He shall have such further powers and duties as may
be conferred upon him from time to time by the president or the
Board of Directors.
Section 11. Assistant Treasurers. The assistant
treasurers, in the order of their seniority, shall in the
absence or disability of the treasurer, perform the duties
and exercise the powers of the treasurer and shall perform such
other duties as the president or the Board of Directors may
from time to time prescribe.
Section 12. Other Officers. The Board of Directors from
time to time may appoint such other officers and agents as it
shall deem advisable, who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall
be determined from time to time by the Board of Directors. The
Board of Directors from time to time may delegate to one or more
officers or agents the power to appoint any such subordinate
officers or agents, except assistant treasurers and to
prescribe the respective rights, terms of office, authorities and
duties.
ARTICLE VI
NET ASSET VALUE
The net asset value per share of stock of the corporation
shall be determined at least once each day at the close of
business on the New York Stock Exchange on each day the New
York Stock Exchange is open for trading. Net asset value shall
be calculated by adding the value of all securities and other
assets of the Fund, deducting its liabilities and dividing by the
number of shares outstanding.
ARTICLE VII
INVESTMENT RESTRICTIONS
The following investment restriction cannot be changed
without the consent of the holders of a majority of the
corporation's outstanding shares of stock; the corporation shall
not:
(1) purchase the securities of any one issuer, except the United
States government, if immediately after and as a result of such
purchase (a) the value of the holdings of the Fund in the
securities of such issuer exceeds 5% of the value of the Fund's
total assets, or (b) the Fund owns more than 10% of the
outstanding voting securities, or any other class of securities,
of such issuer; (2) engage in the purchase or sale of real
estate, commodities or futures contracts; (3) underwrite the
securities of other issuers; (4) make loans to any of its
officers, directors, or employees, or to its manager, or general
distributor, or officers or directors thereof; (5) make any loan
(the purchase of a security subject to a repurchase agreement or
the purchase of a portion of an issue of publicly distributed
debt securities is not considered the making of a loan); (6)
invest in companies for the purpose of exercising control of
management; (7) purchase securities on margin, or sell securities
short; (8) purchase shares of other investment companies except
in the open market at ordinary broker's commission or pursuant to
a plan of merger or consolidation; (9) invest in the aggregate
more than 5% of the value of its gross assets in the securities
of issuers (other than federal, state, territorial, or local
governments, or corporations, or authorities established
thereby), which, including predecessors, have not had at least
three years' continuous operations; (10) except for transactions
in its shares or other securities through brokerage practices
which are considered normal and generally accepted under
circumstances existing at the time, enter into dealings with its
officers or directors, its manager or underwriter, or their
officers or directors, or any organization in which such persons
have a financial interest; (11) purchase or retain securities of
any company in which any Fund officers or directors, or Fund
manager, its partner, officer, or director beneficially owns more
than 1/2 of 1% of said company's securities, if all such persons
owning more than 1/2 of 1% of such company's securities, own in
the aggregate more than 5% of the outstanding securities of such
company; (12) borrow or pledge its credit under normal
circumstances, except up to 10% of its gross assets (computed at
the lower of fair market value or cost) for temporary or
emergency purposes, and not for the purpose of leveraging its
investments, and provided further that any borrowing in excess of
5% of the total assets of the Fund shall have asset coverage of
at least 3 to 1; (13) make itself or its assets liable for the
indebtedness of others; (14) invest in securities which are
assessable or involve unlimited liability; (15) invest in
securities issued by UMB Financial Corporation or by affiliate
banks of UMB Financial Corporation, (16) issue senior securities
except that borrowings from banks are permitted so long as the
requisite asset coverage under restriction (12) above has been
provided; or (17) purchase any securities which would cause 25%
or more of the Fund's total assets at the time of such purchase
to be invested in any one industry.
ARTICLE VIII
OTHER RESTRICTIONS
Section 1. Dealings. The officers and directors of the
corporation and its investment adviser shall have no dealings for
or on behalf of the corporation with themselves as principal
or agent, or with any corporation, partnership, trust, joint
venture or association in which they have a financial interest,
provided that this section shall not prevent:
(A) Officers or directors of the corporation from
having a financial interest in the corporation, in any sponsor,
manager, investment adviser or promoter of the corporation, or in
any underwriter or securities issued by the corporation.
(B) The purchase of securities for the portfolio of the
corporation, or sale of securities owned by the corporation
through a security dealer, one or more of whose partners,
officers, directors or security holders is an officer or
director of the corporation, provided such transactions are
handled in a brokerage capacity only, and provided commissions
charged do not exceed customary brokerage charges for such
services.
(C) The employment of any legal counsel, registrar,
transfer agent, dividend disbursing agent or custodian having a
partner, officer, director or security holder who is an officer
or director of the corporation; provided only customary fees are
charged for services rendered to or for the benefit of the
corporation.
(D) The purchase for the portfolio of the corporation of
securities issued by an issuer having an officer, director or
security holder who is an officer or director of the corporation
or of any manager of the corporation, unless the retention of
such securities in the portfolio of the corporation would
otherwise be a violation of these By-laws or the Articles of
Incorporation of the corporation.
ARTICLE IX
STOCK
Section 1. Certificates. Each stockholder shall be
entitled to a certificate or certificates which shall certify
the number of shares owned by him in the corporation. Each
certificate shall be signed by the president or a vice-
president and countersigned by the secretary or an assistant
secretary or the treasurer or an assistant treasurer and shall be
sealed with the corporate seal.
Section 2. Signature. When a certificate is signed by a
transfer agent or an assistant transfer agent or by a transfer
clerk acting on behalf of the corporation and a registrar, the
signature of any such president, vice-president, treasurer,
assistant treasurer, secretary or assistant secretary may be
facsimile. In case any officer who has signed any
certificate ceases to be an officer of the corporation before the
certificate is issued, the certificate may nevertheless be issued
by the corporation with the same effect as if the officer had not
ceased to be such officer as of the date of its issue.
Section 3. Recording and Transfer Without Certificates.
Notwithstanding the foregoing provisions of this article, the
corporation shall have full power to participate in any program
approved by the Board of Directors providing for the recording
and transfer of ownership of shares of the corporation's
stock by electronic or other means without the issuance of
certificates.
Section 4. Lost Certificates. The Board of Directors may
direct a new certificate or certificates to be issued in place of
any certificate or certificates theretofore issued by the
corporation alleged to have been stolen, lost or destroyed,
upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be stolen, lost or
destroyed, or upon other satisfactory evidence of such loss or
destruction. When authorizing such issuance of a new
certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance
thereof, require the owner of such stolen, lost or destroyed
certificate or certificates, or his legal representative to
advertise the same in such manner as it shall require and to give
the corporation a bond with sufficient surety, to the
corporation to indemnify it against any loss or claim that may be
made by reason of the issuance of a new certificate.
Section 5. Registered Stockholders. The corporation shall
be entitled to recognize the exclusive right of a person
registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and shall not be bound
to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether
or not it shall have express or other notice thereof,
except, as otherwise provided by the laws of Maryland.
Section 6. Transfer Agents and Registrars. The corporation
may act as its own transfer agent and/or registrar, or it may
delegate those duties to others. The Board of Directors may from
time to time, appoint or remove transfer agents and/or registrars
of stock of the corporation, and it may appoint the same person
as both transfer agent and registrar. Upon any such appointment
being made all certificates representing shares of stock
thereafter issued shall be countersigned by one of such
transfer agents or by one of such registrars or by both and shall
not be valid unless so countersigned. If the same person shall
be both transfer agent and registrar, only countersignature by
such person shall be required.
Section 7. Stock Ledger. The corporation shall maintain an
original stock ledger containing the names and addresses of all
stockholders and the number and class of shares held by each
stockholder. Such stock ledger may be in written form or any
other form capable of being converted into written form within a
reasonable time for visual inspection.
Section 8. Transfers of Stock. The corporation shall
transfer or otherwise change the registration of its issued and
outstanding shares in its stock ledger upon receipt of an
authorization in a form proper and acceptable to it or its duly
appointed agent. To the extent such shares are evidenced by a
certificate or certificates, the surrender of such certificate
properly endorsed shall be required where necessary. Upon
receipt of the transfer instructions in proper order by the
corporation, the corporation shall change its stock ledger
records accordingly and record the transaction upon its books.
ARTICLE X
GENERAL PROVISIONS
Section 1. Dividends. With respect to dividends (including
"dividends" designated as "short" or "long" term "capital gains"
distributions to satisfy requirements of the Investment Company
Act of 1940, as amended, or the Internal Revenue Code of 1954, as
amended from time to time):
(A) Such dividends, at the election of the
stockholders, may be automatically reinvested in additional
shares (or fractions thereof) of the corporation at the "net
asset value" determined on the reinvestment date fixed by the
Board of Directors.
(B) The Board of Directors in declaring any dividend, may
fix a record date not earlier than the date of declaration or
more than 40 days prior to the date of payment, as of which the
stockholders entitled to receive such dividend shall be
determined, notwithstanding any transfer or the repurchase or
issue (or sale) of any shares after such record date.
(C) Dividends or distributions on shares of stock
whether payable in stock or cash, shall be paid out of earnings,
surplus or other lawfully available assets; provided that no
dividend payment, or distribution in the nature of a dividend
payment, may be made wholly or partly from any source other than
accumulated, undistributed net income, determined in
accordance with good accounting practice, and not including
profits or losses realized in the sale of securities or other
properties, unless such payment is accompanied by a written
statement clearly indicating what portion of such payment per
share is made from the following sources:
(i) accumulated or undistributed net income not
including profits or losses from the sale of securities or
other properties;
(ii) accumulated undistributed net profits from the
sale of securities or other properties;
(iii) net profits from the sale of securities
or other properties during the then current fiscal year; and
(iv) paid-in surplus or other capital source.
(D) In declaring dividends and in recognition that the one
goal of the corporation is to qualify as a "regulated investment
company" under the Internal Revenue Code of 1954, as
amended, the Board of Directors shall be entitled to rely upon
estimates made in the last two months of the fiscal year as to
the amounts of distribution necessary for this purpose; and the
Board of Directors, acting consistently with good accounting
practice and with the express provisions of these By-laws, may
credit receipts and charge payments to income or otherwise, as
it may seem proper.
(E) Any dividends declared, except as aforesaid, shall be
deemed liquidating dividends and the stockholders shall be so
informed to whatever extent may be required by law. A notice
that dividends have been paid from paid-in surplus, or a notice
that dividends have been paid from paid-in capital, shall be
deemed to be a sufficient notice that the same constitutes
liquidating dividends.
(F) Anything in these By-laws to the contrary
notwithstanding, the Board of Directors may at any time declare
and distribute pro rata among the stockholders of a record date
fixed as above, a "stock dividend" out of either
authorized but unissued, or treasury shares of the corporation,
or both.
Section 2. Rights in Securities. The Board of Directors,
on behalf of the corporation, shall have the authority to
exercise all of the rights of the corporation as owners of
any securities which might be exercised by any individual owning
such securities in his own right; including but not limited to,
the rights to vote by proxy for any and all purposes (including
the right to authorize any officer of the manager to
execute proxies), to consent to the reorganization, merger or
consolidation of any company or to consent to the sale, lease or
mortgage of all or substantially all of the property and assets
of any company; and to exchange any of the shares of stock of
any company for shares of stock issued therefor upon any such
reorganization, merger, consolidation, sale, lease or mortgage.
Section 3. Custodianship. Securities owned by the
corporation and cash representing (A) the proceeds from
sales of securities owned by the corporation and of shares issued
by the corporation, (B) payments of principal upon securities
owned by the corporation, or (C) capital distributions in
respect of securities owned by the corporation shall be held by
one or more custodians, as permitted by the Investment Company
Act of 1940, as amended, to be selected by the Board of
Directors. Each bank and/or trust company selected as a
custodian shall be organized and existing under a state
banking and/or trust company law, or shall be a national banking
association incorporated under the laws of the United
States of America and qualified to act as a trust company, and
shall have an aggregate capital, surplus and undivided profits
of not less than $2,000,000. Each custodian shall enter into an
agreement with the corporation to serve as a custodian of such
securities and cash on terms consistent with the provisions of
these By-laws. From the time any such trust company, banking
association or other permissible entity becomes a custodian of
such securities and cash, it shall:
(A) Deliver securities owned by the corporation, only
upon sale of such securities for the account of the corporation
and receipt of payment therefor by the custodian, or when such
securities may be called, redeemed, retired or otherwise become
payable, provided that this provision shall not prevent:
(i) Delivery of securities for examination to the
broker selling the same, in accordance with the "street
delivery" custom, whereby such securities are delivered to
such broker in exchange for a delivery receipt exchanged on
the same day for an uncertified check of such broker to be
presented on the same day for certification.
(ii) Delivery of securities of an issuer in
exchange for or for conversion into, other securities
alone, or cash and other securities, pursuant to any plan
or merger, consolidation, reorganization,
recapitalization or readjustment of the securities of such
issuer or for deposit with a reorganization committee or
protective committee, pursuant to a deposit agreement.
(iii) The conversion by the custodian of
securities owned by the corporation, pursuant to the
provisions of such securities into other securities.
(iv) The surrender by the custodian of warrants,
rights or similar securities owned by the corporation in the
exercise of such warrants, rights or similar securities, or
the surrender of interim receipts or temporary securities
for definitive securities.
(v) The delivery of securities as collateral on
borrowing affected by the corporation, subject to the
limitations of Article VII of these By-laws.
(vi) The delivery of securities owned by the
corporation, as a complete or partial redemption in
kind of securities issued by the corporation.
(B) Deliver funds on the corporation only upon the purchase
of securities for the portfolio of the corporation, and the
delivery of such securities to the custodian; provided always,
that such limitation shall not prevent the release of funds by
the custodian for redemption of shares issued by the corporation,
for payment of interest, dividend disbursements, taxes,
management fees, custodian fees, other operating expenses
properly authorized by an officer or officers as required by the
custodian agreement, payments in connection with conversion,
exchange or surrender of securities owned by the corporation (as
set forth in Subsection A of this Section) and for
organizational and such other obligations as approved by the
Board of Directors certified in writing.
(C) Upon the resignation or inability of a custodian to
serve as custodian of the assets of the corporation, the
corporation shall use its best efforts to obtain a successor
custodian, to require that the cash and securities owned by the
corporation be delivered directly to such successor custodian
and, in the event that no such successor can be found, to submit
to the stockholders -- before permitting delivery of the cash and
securities owned by the corporation to anyone other than a
successor custodian -- the question of whether the corporation
shall be liquidated or shall function without such custodian.
(D) Nothing hereinbefore contained shall prevent any
such custodian from delivering assets of the corporation to a
successor custodian having the qualifications hereinabove
prescribed.
(E) No directors, officers, employees or agents of the
corporation shall be authorized or permitted to withdraw any
assets held by the custodian, except as permitted in this Article
X and in the Custodian Agreement. Directions, notices or
instructions to the custodian, with respect to delivery of
securities, payment of cash or otherwise, shall be given by such
officer or officers and/or such person or persons, and in such
manner, as the Board of Directors may from time to time
designate.
Section 4. Reports. The corporation shall transmit to the
stockholders, at least semiannually, a report of the operations
of the corporation based at least annually upon an audit by
independent public accountants. Said report shall clearly set
forth the information customarily furnished in a balance
sheet and profit and loss statement, and in addition, shall
clearly set forth a statement of all amounts paid directly
to securities dealers, legal counsel, transfer agents,
disbursing agents, registrars, custodians or trustees, where
such payments are made to a firm, corporation, bank or trust
company having an officer, director or partner who is also an
officer or director of this corporation. A copy or copies, of
all reports submitted to the stockholders of this corporation
shall also be sent, as required to the regulatory agencies of
the United States of America and the states in which the
securities of this corporation are registered and sold.
Section 5. Bonding of Officers and Employees. All officers
and employees of the corporation shall be bonded to such extent,
and in such manner, as may be required by law.
Section 6. Seal. The corporate seal shall have inscribed
thereon the name of the corporation, the year of its organization
and the words "Corporate Seal, Maryland." The seal may be used
by causing it or a facsimile thereof to be impressed or affixed
or otherwise reproduced.
ARTICLE XI
AMENDMENTS
These By-laws may be altered, amended, repealed or restated at
any regular or special meeting of the Board of Directors,
provided that the provisions of Article VII may not be altered,
amended, repealed or restated without the consent of a majority
of the holders of the corporation's outstanding common stock (as
defined in the Investment Company Act of 1940, as amended, and
the corporation's Articles of Incorporation) and provided further
that the right of the Board of Directors to alter, amend, repeal
or restate and the procedures therefor meet the requirements of
the Investment Company Act of 1940, as amended, if any.
EX99.23(b)(6)
AMENDED AND RESTATED BY-LAWS
AS OF NOVEMBER 30, 1996
OF
SCOUT REGIONAL FUND, INC.
ARTICLE I
FISCAL YEAR AND OFFICES
Section 1. Fiscal Year. Unless otherwise provided by
resolution of the Board of Directors, the fiscal year of the
corporation shall begin on the first day of July and end on
the last day of June.
Section 2. Registered Office. The registered office of the
corporation in Maryland shall be C/O the CORPORATION TRUST,
INCORPORATED, 32 South Street, Baltimore, Maryland, 21202.
Section 3. Other Offices. The corporation shall have a
place of business in the State of Missouri, and the corporation
shall have the power to open additional offices for the conduct
of its business, either within or outside the states of Maryland
and Missouri, at such places as the Board of Directors may from
time to time designate.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meeting. Meetings of the stockholders
for the election of directors shall be held in such place as the
Board of Directors may by resolution establish. In the absence
of any specific resolution, annual meetings of stockholders shall
be held at the corporation's principal office in the State of
Missouri. Meetings of stockholders for any other purpose may be
held at such place and time as shall be stated in the notice of
the meeting, or in a duly executed waiver of notice thereof.
Section 2. Annual Meetings. The annual meetings of
stockholders, if held, shall be held at such time during the
month of September as may be fixed by the Board of Directors by
resolution each year. At any annual meeting, the stockholders
shall elect a Board of Directors and transact any other
business which may properly be brought before the meeting. No
annual meeting of stockholders shall be required in any year in
which the only business to be transacted at such meeting does not
require action by stockholders on any one or more of the
following:
(1) the election of directors;
(2) approval of the investment advisory agreement;
(3) ratification of the selection of independent public
accountants;
(4) approval of a distribution agreement.
Section 3. Special Meetings. At any time in the interval
between annual meetings, special meetings of the stockholders may
be called by the president or by a majority of the Board of
Directors and shall be called by the president or secretary upon
written request of the holders of shares entitled to cast not
less than ten percent of all the votes entitled to be cast at
such meeting.
Section 4. Notice. Not less than ten nor more than ninety
days before the date of every annual or special stockholders'
meeting, the secretary shall give to each stockholder entitled to
vote at such meeting written notice stating the time and place of
the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called. Business transacted at
any special meeting of stockholders shall be limited to the
purposes stated in the notice.
Section 5. Record Date for Meetings. The Board of
Directors may fix in advance a date not more than ninety days,
nor less than ten days, prior to the date of any annual or
special meeting of the stockholders as a record date for the
determination of the stockholders entitled to receive notice
of, and to vote at any meeting and any adjournment thereof; and
in such case such stockholders and only such stockholders as
shall be stockholders of record on the date so fixed shall be
entitled to receive notice of and to vote only such shares held
and outstanding on such record date that continue to be held and
outstanding at the time of voting.
Section 6. Quorum. At any meeting of stockholders, the
presence in person or by proxy of the holders of a majority of
the aggregate shares of stock at the time outstanding shall
constitute a quorum. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or
represented by proxy, shall have the power to adjourn the meeting
from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such
adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have been
transacted at the meeting originally notified.
Section 7. Majority. The vote of the holders of a majority
of the stock having voting power, as measured by the applicable
quorum requirements set forth in Section 6, present in person or
represented by proxy, at a meeting duly called and at which a
quorum is present, shall be sufficient to take or authorize
action upon any matter which may properly come before the
meeting, unless otherwise required by the Investment Company Act
of 1940, as amended.
Section 8. Voting. Each stockholder shall have one vote
for each full share and a fractional vote for each fractional
share of stock having voting power held by such stockholder on
each matter submitted to a vote at a meeting of stockholders. A
stockholder may cast his vote in person or by proxy, but no proxy
shall be valid after eleven months from its date, unless
otherwise provided in the proxy. At all meetings of
stockholders, unless the voting is conducted by inspectors, all
questions relating to the qualification of voters and the
validity of proxies and the acceptance or rejection of votes
shall be decided by the chairman of the meeting.
Section 9. Inspectors. At any election of directors, the
Board of Directors prior thereto may, or, if they have not so
acted, the chairman of the meeting may, and upon the request of
the holders of ten percent (10%) of the shares entitled to vote
at such election shall, appoint two inspectors of election who
shall first subscribe an oath of affirmation to execute
faithfully the duties of inspectors at such election with strict
impartiality and according to the best of their ability, and
shall after the election make a certificate of the result of the
vote taken. No candidate for the office of director shall be
appointed such inspector. The chairman of the meeting may cause
a vote by ballot to be taken upon any election or matter, and
such vote shall be taken upon the request of the holders of ten
percent (10%) of the stock entitled to vote on such election or
matter.
Section 10. Stockholder List. The officer who has charge
of the stock ledger of the corporation shall, at least ten days
before every election of directors, prepare and make a complete
list of the stockholders entitled to vote at said election,
arranged in alphabetical order, showing the address and the
number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder,
during ordinary business hours, for a period of at least ten
days prior to the election, either at a place within the city,
town or village where the election is to be held and
which place shall be specified in the notice of meeting, or if
not specified, at the place where said meeting is to be held,
and the list shall be produced and kept at the time and place of
election during the whole time thereof, and subject to the
inspection of any stockholder who may be present.
ARTICLE III
DIRECTORS
Section 1. General Powers. The business of the corporation
shall be managed by its Board of Directors, which may exercise
all powers of the corporation, except such as are by statute, or
the Articles of Incorporation, or by these By-laws conferred upon
or reserved to the stockholders.
Section 2. Number and Term of Office. The number of
directors which shall constitute the whole Board shall be
determined from time to time by the Board of Directors, but
shall not be fewer than three. Each director elected shall hold
office until his successor is elected and qualified. Directors
need not be stockholders.
Section 3. Elections. The Directors shall all be of one
class and shall serve until their respective successors are
elected and qualified.
Section 4. Place of Meeting. Meetings of the Board of
Directors, regular or special, may be held at any place in or out
of the State of Maryland as the Board may from time to time
determine.
Section 5. Quorum. At all meetings of the Board of
Directors a majority of the entire Board of Directors shall
constitute a quorum for the transaction of business and the
action of a majority of the directors present at any meeting
at which a quorum is present shall be the action of the Board of
Directors unless the concurrence of a greater proportion is
required for such action by the laws of the State of Maryland,
these By-laws or the Articles of Incorporation or a different
number is required by the Investment Company Act of 1940, as
amended. If a quorum shall not be present at any meeting of
directors, the directors present thereat may by a majority vote
adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Section 6. First Meeting. The first meeting of each newly
constituted Board of Directors shall be held as soon as
practicable after the annual meeting of stockholders in each
year, at such time and place as shall be specified in a notice
given as hereinafter provided for meetings of the Board of
Directors, or as shall be specified in a written waiver
signed by all of the directors.
Section 7. Regular Meetings. Regular meetings of the Board
of Directors may be held without notice at such time and place as
shall from time to time be determined by the Board of Directors.
Section 8. Special Meetings. Special meetings of the Board
of Directors may be called by the president on one day's notice
to each director; special meetings shall be called by the
president or secretary in like manner and on like notice on the
written request of two directors.
Section 9. Telephonic Meetings. Regular or special
meetings, except for meetings to approve an investment advisory
agreement or a distribution plan, of the Board of Directors or
any committee thereof, may be held by means of a conference
telephone or similar communications equipment so that all persons
participating in the meeting can hear each other at the same
time. Participation in a meeting by these means constitutes
presence in person at the meeting.
Section 10. Informal Actions. Any action, except approval
of an investment advisory agreement, or a distribution plan,
required or permitted to be taken at any meeting of the Board
of Directors or any committee thereof may be taken without a
meeting, if written consent to such action is signed in one or
more counterparts by all members of the Board or of such
committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.
Section 11. Committees. The Board of Directors may by
resolution passed by a majority of the whole Board appoint from
among its members an executive committee and other committees
composed of two or more directors, and may delegate to such
committees, in the intervals between meetings of the Board of
Directors, any or all of the power of the Board of Directors
in the management of the business and affairs of the corporation,
except the power to declare dividends, to issue stock or to
recommend to stockholders any action requiring stockholders'
approval. In the absence of any member of such committee, the
members thereof present at any meeting, whether or not they
constitute a quorum, may appoint a member of the Board of
Directors to act in the place of such absent member.
Section 12. Action of Committees. The committees shall
keep minutes of their proceedings and shall report the same to
the Board of Directors at the meeting next succeeding, and any
action by committees shall be subject to revision and alteration
by the Board of Directors, provided that no rights of third
persons shall be affected by any such revision or alteration.
Section 13. Compensation. Any director, whether or not he
is a salaried officer or employee of the corporation, may be
compensated for his services as a director or as a member of a
committee of directors, or as chairman of the Board or chairman
of a committee by fixed or periodic payments or by fees for
attendance at meetings or by both, and in addition may be
reimbursed for transportation and other expenses, all in such
manner and amounts as the Board of Directors may from time to
time determine.
Section 14. Removal. The stockholders of this corporation
may remove any director with or without cause by the affirmative
vote of a majority of all the votes entitled to be cast for the
election of directors.
ARTICLE IV
NOTICES
Section 1. Form. Notices to stockholders shall be in
writing and delivered personally or mailed to the stockholders
at their addresses appearing on the books of the corporation.
Notice by mail shall be deemed to be given at the time when the
same shall be mailed. Notice to directors need not state the
purpose of a regular or special meeting.
Section 2. Waiver. Whenever any notice of the time, place
or purpose of any meeting of stockholders, directors or committee
is required to be given under the provisions of Maryland law or
under the provisions of the Articles of Incorporation or these
By-laws, a waiver thereof in writing, signed by the person or
persons entitled to such notice and filed with the records of
the meeting, whether before or after the holding thereof, or
actual attendance at the meeting of stockholders in person or by
proxy, or at the meeting of directors or committee in person,
shall be deemed equivalent to the giving of such notice to such
persons.
ARTICLE V
OFFICERS
Section 1. Officers of the Corporation. The officers of
the corporation shall be elected by the Board of Directors and
shall include a president, who shall be a director, a secretary
and a treasurer. The Board of Directors may, from time to time,
elect or appoint a controller, one or more vice-presidents,
assistant secretaries and assistant treasurers. The president
shall preside at meetings of the Board of Directors, unless the
Board of Directors, at its discretion, elects a chairman of the
Board to preside at such meetings. In addition, such chairman
shall perform and execute such executive and administrative
duties and have such powers as the Board of Directors may from
time to time prescribe. Two or more offices may be held by the
same person but no officer shall execute, acknowledge or
verify any instrument in more than one capacity, if such
instrument is required by law, the Articles of Incorporation or
these By-laws to be executed, acknowledged or verified by two
or more officers.
Section 2. Election. The Board of Directors at its first
meeting after each annual meeting of stockholders shall choose a
president, a secretary and a treasurer.
Section 3. Compensation. The salaries or other
compensation of all officers and agents of the corporation paid
directly by the corporation shall be fixed by the Board of
Directors, except that the Board of Directors may delegate to
any person or group of persons the power to fix such salaries
or other compensation.
Section 4. Tenure. The officers of the corporation shall
serve for one year and until the successors are chosen and
qualify. Any officer or agent may be removed by the affirmative
vote of a majority of the Board of Directors whenever, in its
judgment, the best interests of the corporation will be served
thereby. Any vacancy occurring in any office of the corporation
by death, resignation, removal or otherwise shall be filled by
the Board of Directors.
Section 5. President. The president, unless the chairman
has been so designated, shall be the chief executive officer of
the corporation. He shall preside at all meetings of the
stockholders and directors and shall see that all orders and
resolutions of the Board are carried into effect. The president
shall also be the chief administrative officer of the
corporation and shall perform such other duties and have such
other powers as the Board of Directors may from time to time
prescribe.
Section 6. Vice-Presidents. The vice-presidents, in the
order of their seniority, shall in the absence or disability of
the president, perform the duties and exercise the powers of the
president and shall perform such other duties as the Board of
Directors may from time to time prescribe.
Section 7. Secretary. The secretary shall attend all
meetings of the Board of Directors and all meetings of the
stockholders and record all the proceedings thereof and shall
perform like duties for any committee when required. In the
absence of the secretary or an assistant secretary, proceedings
of such meetings shall be recorded by a person selected by the
chairman of the meeting. He shall give, or cause to be given,
notice of meetings of the stockholders and of the Board of
Directors, and shall perform such other duties as may be
prescribed by the Board of Directors or president, under whose
supervision he shall be. He shall keep in safe custody the seal
of the corporation and, when authorized by the Board of
Directors, affix and attest the same to any instrument
requiring it. The Board of Directors may give general authority
to any other officer to affix the seal of the corporation and
to attest the same by affixing his signature.
Section 8. Assistant Secretaries. The assistant
secretaries, in order of their seniority, shall in the absence or
disability of the secretary, perform the duties and exercise the
powers of the secretary and shall perform such other duties as
the Board of Directors shall prescribe.
Section 9. Treasurer. The treasurer, unless another
officer has been so designated, shall be the chief financial
officer of the corporation. He shall be responsible for the
maintenance of its accounting records and shall render to the
Board of Directors, at its regular meetings, or when the Board of
Directors so requires, an account of all the corporation's
financial transactions and a report of the financial condition
of the corporation.
Section 10. Controller. The controller shall be under the
direct supervision of the treasurer. He shall maintain adequate
records of all assets, liabilities and transactions of the
corporation, establish and maintain internal accounting control
and, in cooperation with the independent public accountants
selected by the Board of Directors, shall supervise internal
auditing. He shall have such further powers and duties as may
be conferred upon him from time to time by the president or the
Board of Directors.
Section 11. Assistant Treasurers. The assistant
treasurers, in the order of their seniority, shall in the
absence or disability of the treasurer, perform the duties
and exercise the powers of the treasurer and shall perform such
other duties as the president or the Board of Directors may
from time to time prescribe.
Section 12. Other Officers. The Board of Directors from
time to time may appoint such other officers and agents as it
shall deem advisable, who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall
be determined from time to time by the Board of Directors. The
Board of Directors from time to time may delegate to one or more
officers or agents the power to appoint any such subordinate
officers or agents, except assistant treasurers and to
prescribe the respective rights, terms of office, authorities and
duties.
ARTICLE VI
NET ASSET VALUE
The net asset value per share of stock of the corporation
shall be determined at least once each day at the close of
business on the New York Stock Exchange on each day the New
York Stock Exchange is open for trading. Net asset value shall
be calculated by adding the value of all securities and other
assets of the Fund, deducting its liabilities and dividing by the
number of shares outstanding.
ARTICLE VII
INVESTMENT RESTRICTIONS
The following investment restriction cannot be changed
without the consent of the holders of a majority of the
corporation's outstanding shares of stock; the corporation shall
not:
(1) purchase the securities of any one issuer, except the United
States Government, if immediately after and as a result of such
purchase (a) the value of the holdings of the Fund in the
securities of such issuer exceeds 5% of the value of the Fund's
total assets, or (b) the Fund owns more than 10% of the
outstanding voting securities, or any other class of securities,
of such issuer; (2) engage in the purchase or sale of real
estate or commodities; (3) underwrite the securities of other
issuers; (4) make loans to any of its officers, directors, or
employees, or to its manager, or general distributor, or officers
or directors thereof; (5) make loans to other persons, except by
the purchase of debt obligations which are permitted under its
investment policy; (6) invest in companies for the purpose of
exercising control of management; (7) purchase securities on
margin, or sell securities short; (8) purchase shares of other
investment companies except in the open market at ordinary
broker's commission or pursuant to a plan of merger or
consolidation; (9) invest in the aggregate more than 5% of the
value of its gross assets in the securities of issuers (other
than federal, state, territorial, or local governments, or
corporations, or authorities established thereby), which,
including predecessors, have not had at least three years'
continuous operations; (10) enter into dealings with its officers
or directors, its manager or underwriter, or their officers or
directors, or any organization in which such persons have a
financial interest, except for transactions in the Fund's own
shares or other securities through brokerage practices which are
considered normal and generally accepted under the circumstances
existing at the time; (11) purchase or retain securities of any
company in which any Fund officers or directors, or Fund manager,
its partner, officer, or director beneficially owns more than 1/2
of 1% of said company's securities, if all such persons owning
more than 1/2 of 1% of said company's securities own in the
aggregate more than 5% of the outstanding securities of such
company; (12) borrow or pledge its credit under normal
circumstances, except up to 10% of its gross assets (computed at
the lower of fair market value or cost) for temporary or
emergency purposes, and not for the purpose of leveraging its
investments, and provided further that any borrowing in excess of
5% of the total assets of the Fund shall have asset coverage of
at least 3 to 1; (13) make itself or its assets liable for the
indebtedness of others; (14) invest in securities which are
assessable or involve unlimited liability; (15) invest in
securities issued by UMB Financial Corporation or by affiliate
banks of UMB Financial Corporation; or (16) issue senior
securities except for those investment procedures permissible
under the Fund's other restrictions.
ARTICLE VIII
OTHER RESTRICTIONS
Section 1. Dealings. The officers and directors of the
corporation and its investment adviser shall have no dealings for
or on behalf of the corporation with themselves as principal
or agent, or with any corporation, partnership, trust, joint
venture or association in which they have a financial interest,
provided that this section shall not prevent:
(A) Officers or directors of the corporation from
having a financial interest in the corporation, in any sponsor,
manager, investment adviser or promoter of the corporation, or in
any underwriter or securities issued by the corporation.
(B) The purchase of securities for the portfolio of the
corporation, or sale of securities owned by the corporation
through a security dealer, one or more of whose partners,
officers, directors or security holders is an officer or
director of the corporation, provided such transactions are
handled in a brokerage capacity only, and provided commissions
charged do not exceed customary brokerage charges for such
services.
(C) The employment of any legal counsel, registrar,
transfer agent, dividend disbursing agent or custodian having a
partner, officer, director or security holder who is an officer
or director of the corporation; provided only customary fees are
charged for services rendered to or for the benefit of the
corporation.
(D) The purchase for the portfolio of the corporation of
securities issued by an issuer having an officer, director or
security holder who is an officer or director of the corporation
or of any manager of the corporation, unless the retention of
such securities in the portfolio of the corporation would
otherwise be a violation of these By-laws or the Articles of
Incorporation of the corporation.
ARTICLE IX
STOCK
Section 1. Certificates. Each stockholder shall be
entitled to a certificate or certificates which shall certify
the number of shares owned by him in the corporation. Each
certificate shall be signed by the president or a vice-
president and countersigned by the secretary or an assistant
secretary or the treasurer or an assistant treasurer and shall be
sealed with the corporate seal.
Section 2. Signature. When a certificate is signed by a
transfer agent or an assistant transfer agent or by a transfer
clerk acting on behalf of the corporation and a registrar, the
signature of any such president, vice-president, treasurer,
assistant treasurer, secretary or assistant secretary may be
facsimile. In case any officer who has signed any
certificate ceases to be an officer of the corporation before the
certificate is issued, the certificate may nevertheless be issued
by the corporation with the same effect as if the officer had not
ceased to be such officer as of the date of its issue.
Section 3. Recording and Transfer Without Certificates.
Notwithstanding the foregoing provisions of this article, the
corporation shall have full power to participate in any program
approved by the Board of Directors providing for the recording
and transfer of ownership of shares of the corporation's
stock by electronic or other means without the issuance of
certificates.
Section 4. Lost Certificates. The Board of Directors may
direct a new certificate or certificates to be issued in place of
any certificate or certificates theretofore issued by the
corporation alleged to have been stolen, lost or destroyed,
upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be stolen, lost or
destroyed, or upon other satisfactory evidence of such loss or
destruction. When authorizing such issuance of a new
certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance
thereof, require the owner of such stolen, lost or destroyed
certificate or certificates, or his legal representative to
advertise the same in such manner as it shall require and to give
the corporation a bond with sufficient surety, to the
corporation to indemnify it against any loss or claim that may be
made by reason of the issuance of a new certificate.
Section 5. Registered Stockholders. The corporation shall
be entitled to recognize the exclusive right of a person
registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and shall not be bound
to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether
or not it shall have express or other notice thereof,
except, as otherwise provided by the laws of Maryland.
Section 6. Transfer Agents and Registrars. The corporation
may act as its own transfer agent and/or registrar, or it may
delegate those duties to others. The Board of Directors may from
time to time, appoint or remove transfer agents and/or registrars
of stock of the corporation, and it may appoint the same person
as both transfer agent and registrar. Upon any such appointment
being made all certificates representing shares of stock
thereafter issued shall be countersigned by one of such
transfer agents or by one of such registrars or by both and shall
not be valid unless so countersigned. If the same person shall
be both transfer agent and registrar, only countersignature by
such person shall be required.
Section 7. Stock Ledger. The corporation shall maintain an
original stock ledger containing the names and addresses of all
stockholders and the number and class of shares held by each
stockholder. Such stock ledger may be in written form or any
other form capable of being converted into written form within a
reasonable time for visual inspection.
Section 8. Transfers of Stock. The corporation shall
transfer or otherwise change the registration of its issued and
outstanding shares in its stock ledger upon receipt of an
authorization in a form proper and acceptable to it or its duly
appointed agent. To the extent such shares are evidenced by a
certificate or certificates, the surrender of such certificate
properly endorsed shall be required where necessary. Upon
receipt of the transfer instructions in proper order by the
corporation, the corporation shall change its stock ledger
records accordingly and record the transaction upon its books.
ARTICLE X
GENERAL PROVISIONS
Section 1. Dividends. With respect to dividends (including
"dividends" designated as "short" or "long" term "capital gains"
distributions to satisfy requirements of the Investment Company
Act of 1940, as amended, or the Internal Revenue Code of 1954, as
amended from time to time):
(A) Such dividends, at the election of the
stockholders, may be automatically reinvested in additional
shares (or fractions thereof) of the corporation at the "net
asset value" determined on the reinvestment date fixed by the
Board of Directors.
(B) The Board of Directors in declaring any dividend, may
fix a record date not earlier than the date of declaration or
more than 40 days prior to the date of payment, as of which the
stockholders entitled to receive such dividend shall be
determined, notwithstanding any transfer or the repurchase or
issue (or sale) of any shares after such record date.
(C) Dividends or distributions on shares of stock
whether payable in stock or cash, shall be paid out of earnings,
surplus or other lawfully available assets; provided that no
dividend payment, or distribution in the nature of a dividend
payment, may be made wholly or partly from any source other than
accumulated, undistributed net income, determined in
accordance with good accounting practice, and not including
profits or losses realized in the sale of securities or other
properties, unless such payment is accompanied by a written
statement clearly indicating what portion of such payment per
share is made from the following sources:
(i) accumulated or undistributed net income not
including profits or losses from the sale of securities or
other properties;
(ii) accumulated undistributed net profits from the
sale of securities or other properties;
(iii) net profits from the sale of securities
or other properties during the then current fiscal year; and
(iv) paid-in surplus or other capital source.
(D) In declaring dividends and in recognition that the one
goal of the corporation is to qualify as a "regulated investment
company" under the Internal Revenue Code of 1954, as
amended, the Board of Directors shall be entitled to rely upon
estimates made in the last two months of the fiscal year as to
the amounts of distribution necessary for this purpose; and the
Board of Directors, acting consistently with good accounting
practice and with the express provisions of these By-laws, may
credit receipts and charge payments to income or otherwise, as
it may seem proper.
(E) Any dividends declared, except as aforesaid, shall be
deemed liquidating dividends and the stockholders shall be so
informed to whatever extent may be required by law. A notice
that dividends have been paid from paid-in surplus, or a notice
that dividends have been paid from paid-in capital, shall be
deemed to be a sufficient notice that the same constitutes
liquidating dividends.
(F) Anything in these By-laws to the contrary
notwithstanding, the Board of Directors may at any time declare
and distribute pro rata among the stockholders of a record date
fixed as above, a "stock dividend" out of either
authorized but unissued, or treasury shares of the corporation,
or both.
Section 2. Rights in Securities. The Board of Directors,
on behalf of the corporation, shall have the authority to
exercise all of the rights of the corporation as owners of
any securities which might be exercised by any individual owning
such securities in his own right; including but not limited to,
the rights to vote by proxy for any and all purposes (including
the right to authorize any officer of the manager to
execute proxies), to consent to the reorganization, merger or
consolidation of any company or to consent to the sale, lease or
mortgage of all or substantially all of the property and assets
of any company; and to exchange any of the shares of stock of
any company for shares of stock issued therefor upon any such
reorganization, merger, consolidation, sale, lease or mortgage.
Section 3. Custodianship. Securities owned by the
corporation and cash representing (A) the proceeds from
sales of securities owned by the corporation and of shares issued
by the corporation, (B) payments of principal upon securities
owned by the corporation, or (C) capital distributions in
respect of securities owned by the corporation shall be held by
one or more custodians, as permitted by the Investment Company
Act of 1940, as amended, to be selected by the Board of
Directors. Each bank and/or trust company selected as a
custodian shall be organized and existing under a state
banking and/or trust company law, or shall be a national banking
association incorporated under the laws of the United
States of America and qualified to act as a trust company, and
shall have an aggregate capital, surplus and undivided profits
of not less than $2,000,000. Each custodian shall enter into an
agreement with the corporation to serve as a custodian of such
securities and cash on terms consistent with the provisions of
these By-laws. From the time any such trust company, banking
association or other permissible entity becomes a custodian of
such securities and cash, it shall:
(A) Deliver securities owned by the corporation, only
upon sale of such securities for the account of the corporation
and receipt of payment therefor by the custodian, or when such
securities may be called, redeemed, retired or otherwise become
payable, provided that this provision shall not prevent:
(i) Delivery of securities for examination to the
broker selling the same, in accordance with the "street
delivery" custom, whereby such securities are delivered to
such broker in exchange for a delivery receipt exchanged on
the same day for an uncertified check of such broker to be
presented on the same day for certification.
(ii) Delivery of securities of an issuer in
exchange for or for conversion into, other securities
alone, or cash and other securities, pursuant to any plan
or merger, consolidation, reorganization,
recapitalization or readjustment of the securities of such
issuer or for deposit with a reorganization committee or
protective committee, pursuant to a deposit agreement.
(iii) The conversion by the custodian of
securities owned by the corporation, pursuant to the
provisions of such securities into other securities.
(iv) The surrender by the custodian of warrants,
rights or similar securities owned by the corporation in the
exercise of such warrants, rights or similar securities, or
the surrender of interim receipts or temporary securities
for definitive securities.
(v) The delivery of securities as collateral on
borrowing affected by the corporation, subject to the
limitations of Article VII of these By-laws.
(vi) The delivery of securities owned by the
corporation, as a complete or partial redemption in
kind of securities issued by the corporation.
(B) Deliver funds on the corporation only upon the purchase
of securities for the portfolio of the corporation, and the
delivery of such securities to the custodian; provided always,
that such limitation shall not prevent the release of funds by
the custodian for redemption of shares issued by the corporation,
for payment of interest, dividend disbursements, taxes,
management fees, custodian fees, other operating expenses
properly authorized by an officer or officers as required by the
custodian agreement, payments in connection with conversion,
exchange or surrender of securities owned by the corporation (as
set forth in Subsection A of this Section) and for
organizational and such other obligations as approved by the
Board of Directors certified in writing.
(C) Upon the resignation or inability of a custodian to
serve as custodian of the assets of the corporation, the
corporation shall use its best efforts to obtain a successor
custodian, to require that the cash and securities owned by the
corporation be delivered directly to such successor custodian
and, in the event that no such successor can be found, to submit
to the stockholders -- before permitting delivery of the cash and
securities owned by the corporation to anyone other than a
successor custodian -- the question of whether the corporation
shall be liquidated or shall function without such custodian.
(D) Nothing hereinbefore contained shall prevent any
such custodian from delivering assets of the corporation to a
successor custodian having the qualifications hereinabove
prescribed.
(E) No directors, officers, employees or agents of the
corporation shall be authorized or permitted to withdraw any
assets held by the custodian, except as permitted in this Article
X and in the Custodian Agreement. Directions, notices or
instructions to the custodian, with respect to delivery of
securities, payment of cash or otherwise, shall be given by such
officer or officers and/or such person or persons, and in such
manner, as the Board of Directors may from time to time
designate.
Section 4. Reports. The corporation shall transmit to the
stockholders, at least semiannually, a report of the operations
of the corporation based at least annually upon an audit by
independent public accountants. Said report shall clearly set
forth the information customarily furnished in a balance
sheet and profit and loss statement, and in addition, shall
clearly set forth a statement of all amounts paid directly
to securities dealers, legal counsel, transfer agents,
disbursing agents, registrars, custodians or trustees, where
such payments are made to a firm, corporation, bank or trust
company having an officer, director or partner who is also an
officer or director of this corporation. A copy or copies, of
all reports submitted to the stockholders of this corporation
shall also be sent, as required to the regulatory agencies of
the United States of America and the states in which the
securities of this corporation are registered and sold.
Section 5. Bonding of Officers and Employees. All officers
and employees of the corporation shall be bonded to such extent,
and in such manner, as may be required by law.
Section 6. Seal. The corporate seal shall have inscribed
thereon the name of the corporation, the year of its organization
and the words "Corporate Seal, Maryland." The seal may be used
by causing it or a facsimile thereof to be impressed or affixed
or otherwise reproduced.
ARTICLE XI
AMENDMENTS
These By-laws may be altered, amended, repealed or restated at
any regular or special meeting of the Board of Directors,
provided that the provisions of Article VII may not be altered,
amended, repealed or restated without the consent of a majority
of the holders of the corporation's outstanding common stock (as
defined in the Investment Company Act of 1940, as amended, and
the corporation's Articles of Incorporation) and provided further
that the right of the Board of Directors to alter, amend, repeal
or restate and the procedures therefor meet the requirements of
the Investment Company Act of 1940, as amended, if any.
EX99.23(b)(7)
AMENDED AND RESTATED BY-LAWS
AS OF NOVEMBER 30, 1996
OF
SCOUT BOND FUND, INC.
ARTICLE I
FISCAL YEAR AND OFFICES
Section 1. Fiscal Year. Unless otherwise provided by
resolution of the Board of Directors, the fiscal year of the
corporation shall begin on the first day of July and end on
the last day of June.
Section 2. Registered Office. The registered office of the
corporation in Maryland shall be C/O the CORPORATION TRUST,
INCORPORATED, 32 South Street, Baltimore, Maryland, 21202.
Section 3. Other Offices. The corporation shall have a
place of business in the State of Missouri, and the corporation
shall have the power to open additional offices for the conduct
of its business, either within or outside the states of Maryland
and Missouri, at such places as the Board of Directors may from
time to time designate.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meeting. Meetings of the stockholders
for the election of directors shall be held in such place as the
Board of Directors may by resolution establish. In the absence
of any specific resolution, annual meetings of stockholders shall
be held at the corporation's principal office in the State of
Missouri. Meetings of stockholders for any other purpose may be
held at such place and time as shall be stated in the notice of
the meeting, or in a duly executed waiver of notice thereof.
Section 2. Annual Meetings. The annual meetings of
stockholders, if held, shall be held at such time during the
month of September as may be fixed by the Board of Directors by
resolution each year. At any annual meeting, the stockholders
shall elect a Board of Directors and transact any other
business which may properly be brought before the meeting. No
annual meeting of stockholders shall be required in any year in
which the only business to be transacted at such meeting does not
require action by stockholders on any one or more of the
following:
(1) the election of directors;
(2) approval of the investment advisory agreement;
(3) ratification of the selection of independent public
accountants;
(4) approval of a distribution agreement.
Section 3. Special Meetings. At any time in the interval
between annual meetings, special meetings of the stockholders may
be called by the president or by a majority of the Board of
Directors and shall be called by the president or secretary upon
written request of the holders of shares entitled to cast not
less than ten percent of all the votes entitled to be cast at
such meeting.
Section 4. Notice. Not less than ten nor more than ninety
days before the date of every annual or special stockholders'
meeting, the secretary shall give to each stockholder entitled to
vote at such meeting written notice stating the time and place of
the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called. Business transacted at
any special meeting of stockholders shall be limited to the
purposes stated in the notice.
Section 5. Record Date for Meetings. The Board of
Directors may fix in advance a date not more than ninety days,
nor less than ten days, prior to the date of any annual or
special meeting of the stockholders as a record date for the
determination of the stockholders entitled to receive notice
of, and to vote at any meeting and any adjournment thereof; and
in such case such stockholders and only such stockholders as
shall be stockholders of record on the date so fixed shall be
entitled to receive notice of and to vote only such shares held
and outstanding on such record date that continue to be held and
outstanding at the time of voting.
Section 6. Quorum. At any meeting of stockholders, the
presence in person or by proxy of the holders of a majority of
the aggregate shares of stock at the time outstanding shall
constitute a quorum. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or
represented by proxy, shall have the power to adjourn the meeting
from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such
adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have been
transacted at the meeting originally notified.
Section 7. Majority. The vote of the holders of a majority
of the stock having voting power, as measured by the applicable
quorum requirements set forth in Section 6, present in person or
represented by proxy, at a meeting duly called and at which a
quorum is present, shall be sufficient to take or authorize
action upon any matter which may properly come before the
meeting, unless otherwise required by the Investment Company Act
of 1940, as amended.
Section 8. Voting. Each stockholder shall have one vote
for each full share and a fractional vote for each fractional
share of stock having voting power held by such stockholder on
each matter submitted to a vote at a meeting of stockholders. A
stockholder may cast his vote in person or by proxy, but no proxy
shall be valid after eleven months from its date, unless
otherwise provided in the proxy. At all meetings of
stockholders, unless the voting is conducted by inspectors, all
questions relating to the qualification of voters and the
validity of proxies and the acceptance or rejection of votes
shall be decided by the chairman of the meeting.
Section 9. Inspectors. At any election of directors, the
Board of Directors prior thereto may, or, if they have not so
acted, the chairman of the meeting may, and upon the request of
the holders of ten percent (10%) of the shares entitled to vote
at such election shall, appoint two inspectors of election who
shall first subscribe an oath of affirmation to execute
faithfully the duties of inspectors at such election with strict
impartiality and according to the best of their ability, and
shall after the election make a certificate of the result of the
vote taken. No candidate for the office of director shall be
appointed such inspector. The chairman of the meeting may cause
a vote by ballot to be taken upon any election or matter, and
such vote shall be taken upon the request of the holders of ten
percent (10%) of the stock entitled to vote on such election or
matter.
Section 10. Stockholder List. The officer who has charge
of the stock ledger of the corporation shall, at least ten days
before every election of directors, prepare and make a complete
list of the stockholders entitled to vote at said election,
arranged in alphabetical order, showing the address and the
number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder,
during ordinary business hours, for a period of at least ten
days prior to the election, either at a place within the city,
town or village where the election is to be held and
which place shall be specified in the notice of meeting, or if
not specified, at the place where said meeting is to be held,
and the list shall be produced and kept at the time and place of
election during the whole time thereof, and subject to the
inspection of any stockholder who may be present.
ARTICLE III
DIRECTORS
Section 1. General Powers. The business of the corporation
shall be managed by its Board of Directors, which may exercise
all powers of the corporation, except such as are by statute, or
the Articles of Incorporation, or by these By-laws conferred upon
or reserved to the stockholders.
Section 2. Number and Term of Office. The number of
directors which shall constitute the whole Board shall be
determined from time to time by the Board of Directors, but
shall not be fewer than three. Each director elected shall hold
office until his successor is elected and qualified. Directors
need not be stockholders.
Section 3. Elections. The Directors shall all be of one
class and shall serve until their respective successors are
elected and qualified.
Section 4. Place of Meeting. Meetings of the Board of
Directors, regular or special, may be held at any place in or out
of the State of Maryland as the Board may from time to time
determine.
Section 5. Quorum. At all meetings of the Board of
Directors a majority of the entire Board of Directors shall
constitute a quorum for the transaction of business and the
action of a majority of the directors present at any meeting
at which a quorum is present shall be the action of the Board of
Directors unless the concurrence of a greater proportion is
required for such action by the laws of the State of Maryland,
these By-laws or the Articles of Incorporation or a different
number is required by the Investment Company Act of 1940, as
amended. If a quorum shall not be present at any meeting of
directors, the directors present thereat may by a majority vote
adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Section 6. First Meeting. The first meeting of each newly
constituted Board of Directors shall be held as soon as
practicable after the annual meeting of stockholders in each
year, at such time and place as shall be specified in a notice
given as hereinafter provided for meetings of the Board of
Directors, or as shall be specified in a written waiver
signed by all of the directors.
Section 7. Regular Meetings. Regular meetings of the Board
of Directors may be held without notice at such time and place as
shall from time to time be determined by the Board of Directors.
Section 8. Special Meetings. Special meetings of the Board
of Directors may be called by the president on one day's notice
to each director; special meetings shall be called by the
president or secretary in like manner and on like notice on the
written request of two directors.
Section 9. Telephonic Meetings. Regular or special
meetings, except for meetings to approve an investment advisory
agreement or a distribution plan, of the Board of Directors or
any committee thereof, may be held by means of a conference
telephone or similar communications equipment so that all persons
participating in the meeting can hear each other at the same
time. Participation in a meeting by these means constitutes
presence in person at the meeting.
Section 10. Informal Actions. Any action, except approval
of an investment advisory agreement, or a distribution plan,
required or permitted to be taken at any meeting of the Board
of Directors or any committee thereof may be taken without a
meeting, if written consent to such action is signed in one or
more counterparts by all members of the Board or of such
committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.
Section 11. Committees. The Board of Directors may by
resolution passed by a majority of the whole Board appoint from
among its members an executive committee and other committees
composed of two or more directors, and may delegate to such
committees, in the intervals between meetings of the Board of
Directors, any or all of the power of the Board of Directors
in the management of the business and affairs of the corporation,
except the power to declare dividends, to issue stock or to
recommend to stockholders any action requiring stockholders'
approval. In the absence of any member of such committee, the
members thereof present at any meeting, whether or not they
constitute a quorum, may appoint a member of the Board of
Directors to act in the place of such absent member.
Section 12. Action of Committees. The committees shall
keep minutes of their proceedings and shall report the same to
the Board of Directors at the meeting next succeeding, and any
action by committees shall be subject to revision and alteration
by the Board of Directors, provided that no rights of third
persons shall be affected by any such revision or alteration.
Section 13. Compensation. Any director, whether or not he
is a salaried officer or employee of the corporation, may be
compensated for his services as a director or as a member of a
committee of directors, or as chairman of the Board or chairman
of a committee by fixed or periodic payments or by fees for
attendance at meetings or by both, and in addition may be
reimbursed for transportation and other expenses, all in such
manner and amounts as the Board of Directors may from time to
time determine.
Section 14. Removal. The stockholders of this corporation
may remove any director with or without cause by the affirmative
vote of a majority of all the votes entitled to be cast for the
election of directors.
ARTICLE IV
NOTICES
Section 1. Form. Notices to stockholders shall be in
writing and delivered personally or mailed to the stockholders
at their addresses appearing on the books of the corporation.
Notice by mail shall be deemed to be given at the time when the
same shall be mailed. Notice to directors need not state the
purpose of a regular or special meeting.
Section 2. Waiver. Whenever any notice of the time, place
or purpose of any meeting of stockholders, directors or committee
is required to be given under the provisions of Maryland law or
under the provisions of the Articles of Incorporation or these
By-laws, a waiver thereof in writing, signed by the person or
persons entitled to such notice and filed with the records of
the meeting, whether before or after the holding thereof, or
actual attendance at the meeting of stockholders in person or by
proxy, or at the meeting of directors or committee in person,
shall be deemed equivalent to the giving of such notice to such
persons.
ARTICLE V
OFFICERS
Section 1. Officers of the Corporation. The officers of
the corporation shall be elected by the Board of Directors and
shall include a president, who shall be a director, a secretary
and a treasurer. The Board of Directors may, from time to time,
elect or appoint a controller, one or more vice-presidents,
assistant secretaries and assistant treasurers. The president
shall preside at meetings of the Board of Directors, unless the
Board of Directors, at its discretion, elects a chairman of the
Board to preside at such meetings. In addition, such chairman
shall perform and execute such executive and administrative
duties and have such powers as the Board of Directors may from
time to time prescribe. Two or more offices may be held by the
same person but no officer shall execute, acknowledge or
verify any instrument in more than one capacity, if such
instrument is required by law, the Articles of Incorporation or
these By-laws to be executed, acknowledged or verified by two
or more officers.
Section 2. Election. The Board of Directors at its first
meeting after each annual meeting of stockholders shall choose a
president, a secretary and a treasurer.
Section 3. Compensation. The salaries or other
compensation of all officers and agents of the corporation paid
directly by the corporation shall be fixed by the Board of
Directors, except that the Board of Directors may delegate to
any person or group of persons the power to fix such salaries
or other compensation.
Section 4. Tenure. The officers of the corporation shall
serve for one year and until the successors are chosen and
qualify. Any officer or agent may be removed by the affirmative
vote of a majority of the Board of Directors whenever, in its
judgment, the best interests of the corporation will be served
thereby. Any vacancy occurring in any office of the corporation
by death, resignation, removal or otherwise shall be filled by
the Board of Directors.
Section 5. President. The president, unless the chairman
has been so designated, shall be the chief executive officer of
the corporation. He shall preside at all meetings of the
stockholders and directors and shall see that all orders and
resolutions of the Board are carried into effect. The president
shall also be the chief administrative officer of the
corporation and shall perform such other duties and have such
other powers as the Board of Directors may from time to time
prescribe.
Section 6. Vice-Presidents. The vice-presidents, in the
order of their seniority, shall in the absence or disability of
the president, perform the duties and exercise the powers of the
president and shall perform such other duties as the Board of
Directors may from time to time prescribe.
Section 7. Secretary. The secretary shall attend all
meetings of the Board of Directors and all meetings of the
stockholders and record all the proceedings thereof and shall
perform like duties for any committee when required. In the
absence of the secretary or an assistant secretary, proceedings
of such meetings shall be recorded by a person selected by the
chairman of the meeting. He shall give, or cause to be given,
notice of meetings of the stockholders and of the Board of
Directors, and shall perform such other duties as may be
prescribed by the Board of Directors or president, under whose
supervision he shall be. He shall keep in safe custody the seal
of the corporation and, when authorized by the Board of
Directors, affix and attest the same to any instrument
requiring it. The Board of Directors may give general authority
to any other officer to affix the seal of the corporation and
to attest the same by affixing his signature.
Section 8. Assistant Secretaries. The assistant
secretaries, in order of their seniority, shall in the absence or
disability of the secretary, perform the duties and exercise the
powers of the secretary and shall perform such other duties as
the Board of Directors shall prescribe.
Section 9. Treasurer. The treasurer, unless another
officer has been so designated, shall be the chief financial
officer of the corporation. He shall be responsible for the
maintenance of its accounting records and shall render to the
Board of Directors, at its regular meetings, or when the Board of
Directors so requires, an account of all the corporation's
financial transactions and a report of the financial condition
of the corporation.
Section 10. Controller. The controller shall be under the
direct supervision of the treasurer. He shall maintain adequate
records of all assets, liabilities and transactions of the
corporation, establish and maintain internal accounting control
and, in cooperation with the independent public accountants
selected by the Board of Directors, shall supervise internal
auditing. He shall have such further powers and duties as may
be conferred upon him from time to time by the president or the
Board of Directors.
Section 11. Assistant Treasurers. The assistant
treasurers, in the order of their seniority, shall in the
absence or disability of the treasurer, perform the duties
and exercise the powers of the treasurer and shall perform such
other duties as the president or the Board of Directors may
from time to time prescribe.
Section 12. Other Officers. The Board of Directors from
time to time may appoint such other officers and agents as it
shall deem advisable, who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall
be determined from time to time by the Board of Directors. The
Board of Directors from time to time may delegate to one or more
officers or agents the power to appoint any such subordinate
officers or agents, except assistant treasurers and to
prescribe the respective rights, terms of office, authorities and
duties.
ARTICLE VI
NET ASSET VALUE
The net asset value per share of stock of the corporation
shall be determined at least once each day at the close of
business on the New York Stock Exchange on each day the New
York Stock Exchange is open for trading. Net asset value shall
be calculated by adding the value of all securities and other
assets of the Fund, deducting its liabilities and dividing by the
number of shares outstanding.
ARTICLE VII
INVESTMENT RESTRICTIONS
The following investment restriction cannot be changed
without the consent of the holders of a majority of the
corporation's outstanding shares of stock; the corporation shall
not:
(1) purchase the securities of any one issuer, except the United
States government, if immediately after and as a result of such
purchase (a) the value of the holdings of the Fund in the
securities of such issuer exceeds 5% of the value of the Fund's
total assets, or (b) the Fund owns more than 10% of the
outstanding voting securities, or any other class of securities,
of such issuer; (2) engage in the purchase or sale of real
estate or commodities; (3) underwrite the securities of other
issuers; (4) make loans to any of its officers, directors, or
employees, or to its manager, or general distributor, or officers
or directors thereof; (5) make loans to other persons, except by
the purchase of debt obligations which are permitted under its
investment policy; (6) invest in companies for the purpose of
exercising control of management; (7) purchase securities on
margin, or sell securities short; (8) purchase shares of other
investment companies except in the open market at ordinary
broker's commission or pursuant to a plan of merger or
consolidation; (9) invest in the aggregate more than 5% of the
value of its gross assets in the securities of issuers (other
than federal, state, territorial, or local governments, or
corporations, or authorities established thereby), which,
including predecessors, have not had at least three years'
continuous operations; (10) enter into dealings with its officers
or directors, its manager or underwriter, or their officers or
directors, or any organization in which such persons have a
financial interest, except for transactions in the Fund's own
shares or other securities through brokerage practices which are
considered normal and generally accepted under the circumstances
existing at the time; (11) purchase or retain securities of any
company in which any Fund officers or directors, or Fund manager,
its partner, officer, or director beneficially owns more than 1/2
of 1% of said company's securities, if all such persons owning
more than 1/2 of 1% of said company's securities own in the
aggregate more than 5% of the outstanding securities of such
company; (12) borrow or pledge its credit under normal
circumstances, except up to 10% of its gross assets (computed at
the lower of fair market value or cost) for temporary or
emergency purposes, and not for the purpose of leveraging its
investments, and provided further that any borrowing in excess of
5% of the total assets of the Fund shall have asset coverage of
at least 3 to 1; (13) make itself or its assets liable for the
indebtedness of others; (14) invest more than 25% of the value of
its assets in any one industry; (15) invest in securities which
are assessable or involve unlimited liability; (16) invest in
securities issued by UMB Financial Corporation or by affiliate
banks of UMB Financial Corporation; or (17) issue senior
securities except for those investment procedures permissible
under the Fund's other restrictions.
ARTICLE VIII
OTHER RESTRICTIONS
Section 1. Dealings. The officers and directors of the
corporation and its investment adviser shall have no dealings for
or on behalf of the corporation with themselves as principal
or agent, or with any corporation, partnership, trust, joint
venture or association in which they have a financial interest,
provided that this section shall not prevent:
(A) Officers or directors of the corporation from
having a financial interest in the corporation, in any sponsor,
manager, investment adviser or promoter of the corporation, or in
any underwriter or securities issued by the corporation.
(B) The purchase of securities for the portfolio of the
corporation, or sale of securities owned by the corporation
through a security dealer, one or more of whose partners,
officers, directors or security holders is an officer or
director of the corporation, provided such transactions are
handled in a brokerage capacity only, and provided commissions
charged do not exceed customary brokerage charges for such
services.
(C) The employment of any legal counsel, registrar,
transfer agent, dividend disbursing agent or custodian having a
partner, officer, director or security holder who is an officer
or director of the corporation; provided only customary fees are
charged for services rendered to or for the benefit of the
corporation.
(D) The purchase for the portfolio of the corporation of
securities issued by an issuer having an officer, director or
security holder who is an officer or director of the corporation
or of any manager of the corporation, unless the retention of
such securities in the portfolio of the corporation would
otherwise be a violation of these By-laws or the Articles of
Incorporation of the corporation.
ARTICLE IX
STOCK
Section 1. Certificates. Each stockholder shall be
entitled to a certificate or certificates which shall certify
the number of shares owned by him in the corporation. Each
certificate
shall be signed by the president or a vice-president and
countersigned by the secretary or an assistant secretary or the
treasurer or an assistant treasurer and shall be sealed with the
corporate seal.
Section 2. Signature. When a certificate is signed by a
transfer agent or an assistant transfer agent or by a transfer
clerk acting on behalf of the corporation and a registrar, the
signature of any such president, vice-president, treasurer,
assistant treasurer, secretary or assistant secretary may be
facsimile. In case any officer who has signed any
certificate ceases to be an officer of the corporation before the
certificate is issued, the certificate may nevertheless be issued
by the corporation with the same effect as if the officer had not
ceased to be such officer as of the date of its issue.
Section 3. Recording and Transfer Without Certificates.
Notwithstanding the foregoing provisions of this article, the
corporation shall have full power to participate in any program
approved by the Board of Directors providing for the recording
and transfer of ownership of shares of the corporation's
stock by electronic or other means without the issuance of
certificates.
Section 4. Lost Certificates. The Board of Directors may
direct a new certificate or certificates to be issued in place of
any certificate or certificates theretofore issued by the
corporation alleged to have been stolen, lost or destroyed,
upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be stolen, lost or
destroyed, or upon other satisfactory evidence of such loss or
destruction. When authorizing such issuance of a new
certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance
thereof, require the owner of such stolen, lost or destroyed
certificate or certificates, or his legal representative to
advertise the same in such manner as it shall require and to give
the corporation a bond with sufficient surety, to the
corporation to indemnify it against any loss or claim that may be
made by reason of the issuance of a new certificate.
Section 5. Registered Stockholders. The corporation shall
be entitled to recognize the exclusive right of a person
registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and shall not be bound
to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether
or not it shall have express or other notice thereof,
except, as otherwise provided by the laws of Maryland.
Section 6. Transfer Agents and Registrars. The corporation
may act as its own transfer agent and/or registrar, or it may
delegate those duties to others. The Board of Directors may from
time to time, appoint or remove transfer agents and/or registrars
of stock of the corporation, and it may appoint the same person
as both transfer agent and registrar. Upon any such appointment
being made all certificates representing shares of stock
thereafter issued shall be countersigned by one of such
transfer agents or by one of such registrars or by both and shall
not be valid unless so countersigned. If the same person shall
be both transfer agent and registrar, only countersignature by
such person shall be required.
Section 7. Stock Ledger. The corporation shall maintain an
original stock ledger containing the names and addresses of all
stockholders and the number and class of shares held by each
stockholder. Such stock ledger may be in written form or any
other form capable of being converted into written form within a
reasonable time for visual inspection.
Section 8. Transfers of Stock. The corporation shall
transfer or otherwise change the registration of its issued and
outstanding shares in its stock ledger upon receipt of an
authorization in a form proper and acceptable to it or its duly
appointed agent. To the extent such shares are evidenced by a
certificate or certificates, the surrender of such certificate
properly endorsed shall be required where necessary. Upon
receipt of the transfer instructions in proper order by the
corporation, the corporation shall change its stock ledger
records accordingly and record the transaction upon its books.
ARTICLE X
GENERAL PROVISIONS
Section 1. Dividends. With respect to dividends (including
"dividends" designated as "short" or "long" term "capital gains"
distributions to satisfy requirements of the Investment Company
Act of 1940, as amended, or the Internal Revenue Code of 1954, as
amended from time to time):
(A) Such dividends, at the election of the
stockholders, may be automatically reinvested in additional
shares (or fractions thereof) of the corporation at the "net
asset value" determined on the reinvestment date fixed by the
Board of Directors.
(B) The Board of Directors in declaring any dividend, may
fix a record date not earlier than the date of declaration or
more than 40 days prior to the date of payment, as of which the
stockholders entitled to receive such dividend shall be
determined, notwithstanding any transfer or the repurchase or
issue (or sale) of any shares after such record date.
(C) Dividends or distributions on shares of stock
whether payable in stock or cash, shall be paid out of earnings,
surplus or other lawfully available assets; provided that no
dividend payment, or distribution in the nature of a dividend
payment, may be made wholly or partly from any source other than
accumulated, undistributed net income, determined in
accordance with good accounting practice, and not including
profits or losses realized in the sale of securities or other
properties, unless such payment is accompanied by a written
statement clearly indicating what portion of such payment per
share is made from the following sources:
(i) accumulated or undistributed net income not
including profits or losses from the sale of securities or
other properties;
(ii) accumulated undistributed net profits from the
sale of securities or other properties;
(iii) net profits from the sale of securities
or other properties during the then current fiscal year; and
(iv) paid-in surplus or other capital source.
(D) In declaring dividends and in recognition that the one
goal of the corporation is to qualify as a "regulated investment
company" under the Internal Revenue Code of 1954, as
amended, the Board of Directors shall be entitled to rely upon
estimates made in the last two months of the fiscal year as to
the amounts of distribution necessary for this purpose; and the
Board of Directors, acting consistently with good accounting
practice and with the express provisions of these By-laws, may
credit receipts and charge payments to income or otherwise, as
it may seem proper.
(E) Any dividends declared, except as aforesaid, shall be
deemed liquidating dividends and the stockholders shall be so
informed to whatever extent may be required by law. A notice
that dividends have been paid from paid-in surplus, or a notice
that dividends have been paid from paid-in capital, shall be
deemed to be a sufficient notice that the same constitutes
liquidating dividends.
(F) Anything in these By-laws to the contrary
notwithstanding, the Board of Directors may at any time declare
and distribute pro rata among the stockholders of a record date
fixed as above, a "stock dividend" out of either
authorized but unissued, or treasury shares of the corporation,
or both.
Section 2. Rights in Securities. The Board of Directors,
on behalf of the corporation, shall have the authority to
exercise all of the rights of the corporation as owners of
any securities which might be exercised by any individual owning
such securities in his own right; including but not limited to,
the rights to vote by proxy for any and all purposes (including
the right to authorize any officer of the manager to
execute proxies), to consent to the reorganization, merger or
consolidation of any company or to consent to the sale, lease or
mortgage of all or substantially all of the property and assets
of any company; and to exchange any of the shares of stock of
any company for shares of stock issued therefor upon any such
reorganization, merger, consolidation, sale, lease or mortgage.
Section 3. Custodianship. Securities owned by the
corporation and cash representing (A) the proceeds from
sales of securities owned by the corporation and of shares issued
by the corporation, (B) payments of principal upon securities
owned by the corporation, or (C) capital distributions in
respect of securities owned by the corporation shall be held by
one or more custodians, as permitted by the Investment Company
Act of 1940, as amended, to be selected by the Board of
Directors. Each bank and/or trust company selected as a
custodian shall be organized and existing under a state
banking and/or trust company law, or shall be a national banking
association incorporated under the laws of the United
States of America and qualified to act as a trust company, and
shall have an aggregate capital, surplus and undivided profits
of not less than $2,000,000. Each custodian shall enter into an
agreement with the corporation to serve as a custodian of such
securities and cash on terms consistent with the provisions of
these By-laws. From the time any such trust company, banking
association or other permissible entity becomes a custodian of
such securities and cash, it shall:
(A) Deliver securities owned by the corporation, only
upon sale of such securities for the account of the corporation
and receipt of payment therefor by the custodian, or when such
securities may be called, redeemed, retired or otherwise become
payable, provided that this provision shall not prevent:
(i) Delivery of securities for examination to the
broker selling the same, in accordance with the "street
delivery" custom, whereby such securities are delivered to
such broker in exchange for a delivery receipt exchanged on
the same day for an uncertified check of such broker to be
presented on the same day for certification.
(ii) Delivery of securities of an issuer in
exchange for or for conversion into, other securities
alone, or cash and other securities, pursuant to any plan
or merger, consolidation, reorganization,
recapitalization or readjustment of the securities of such
issuer or for deposit with a reorganization committee or
protective committee, pursuant to a deposit agreement.
(iii) The conversion by the custodian of
securities owned by the corporation, pursuant to the
provisions of such securities into other securities.
(iv) The surrender by the custodian of warrants,
rights or similar securities owned by the corporation in the
exercise of such warrants, rights or similar securities, or
the surrender of interim receipts or temporary securities
for definitive securities.
(v) The delivery of securities as collateral on
borrowing affected by the corporation, subject to the
limitations of Article VII of these By-laws.
(vi) The delivery of securities owned by the
corporation, as a complete or partial redemption in
kind of securities issued by the corporation.
(B) Deliver funds on the corporation only upon the purchase
of securities for the portfolio of the corporation, and the
delivery of such securities to the custodian; provided always,
that such limitation shall not prevent the release of funds by
the custodian for redemption of shares issued by the corporation,
for payment of interest, dividend disbursements, taxes,
management fees, custodian fees, other operating expenses
properly authorized by an officer or officers as required by the
custodian agreement, payments in connection with conversion,
exchange or surrender of securities owned by the corporation (as
set forth in Subsection A of this Section) and for
organizational and such other obligations as approved by the
Board of Directors certified in writing.
(C) Upon the resignation or inability of a custodian to
serve as custodian of the assets of the corporation, the
corporation shall use its best efforts to obtain a successor
custodian, to require that the cash and securities owned by the
corporation be delivered directly to such successor custodian
and, in the event that no such successor can be found, to submit
to the stockholders -- before permitting delivery of the cash and
securities owned by the corporation to anyone other than a
successor custodian -- the question of whether the corporation
shall be liquidated or shall function without such custodian.
(D) Nothing hereinbefore contained shall prevent any
such custodian from delivering assets of the corporation to a
successor custodian having the qualifications hereinabove
prescribed.
(E) No directors, officers, employees or agents of the
corporation shall be authorized or permitted to withdraw any
assets held by the custodian, except as permitted in this Article
X and in the Custodian Agreement. Directions, notices or
instructions to the custodian, with respect to delivery of
securities, payment of cash or otherwise, shall be given by such
officer or officers and/or such person or persons, and in such
manner, as the Board of Directors may from time to time
designate.
Section 4. Reports. The corporation shall transmit to the
stockholders, at least semiannually, a report of the operations
of the corporation based at least annually upon an audit by
independent public accountants. Said report shall clearly set
forth the information customarily furnished in a balance
sheet and profit and loss statement, and in addition, shall
clearly set forth a statement of all amounts paid directly
to securities dealers, legal counsel, transfer agents,
disbursing agents, registrars, custodians or trustees, where
such payments are made to a firm, corporation, bank or trust
company having an officer, director or partner who is also an
officer or director of this corporation. A copy or copies, of
all reports submitted to the stockholders of this corporation
shall also be sent, as required to the regulatory agencies of
the United States of America and the states in which the
securities of this corporation are registered and sold.
Section 5. Bonding of Officers and Employees. All officers
and employees of the corporation shall be bonded to such extent,
and in such manner, as may be required by law.
Section 6. Seal. The corporate seal shall have inscribed
thereon the name of the corporation, the year of its organization
and the words "Corporate Seal, Maryland." The seal may be used
by causing it or a facsimile thereof to be impressed or affixed
or otherwise reproduced.
ARTICLE XI
AMENDMENTS
These By-laws may be altered, amended, repealed or restated at
any regular or special meeting of the Board of Directors,
provided that the provisions of Article VII may not be altered,
amended, repealed or restated without the consent of a majority
of the holders of the corporation's outstanding common stock (as
defined in the Investment Company Act of 1940, as amended, and
the corporation's Articles of Incorporation) and provided further
that the right of the Board of Directors to alter, amend, repeal
or restate and the procedures therefor meet the requirements of
the Investment Company Act of 1940, as amended, if any.
EX99.23(b)(8)
BY-LAWS
OF
SCOUT CAPITAL PRESERVATION FUND, INC.
FEBRUARY 23, 1998
ARTICLE I
FISCAL YEAR AND OFFICES
Section 1. Fiscal Year. Unless otherwise provided
by resolution of the Board of Directors, the fiscal year of
the corporation shall begin on the first day of July and
end on the last day of June.
Section 2. Registered Office. The registered office
of the corporation in Maryland shall be C/O the CORPORATION
TRUST, INCORPORATED, 32 South Street, Baltimore, Maryland,
21202.
Section 3. Other Offices. The corporation shall have
a place of business in the State of Missouri, and the
corporation shall have the power to open additional
offices for the conduct of its business, either within or
outside the states of Maryland and Missouri, at such
places as the Board of Directors may from time to time
designate.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meeting. Meetings of the
stockholders for the election of directors shall be held in
such place as the Board of Directors may by resolution
establish. In the absence of any specific resolution,
annual meetings of stockholders shall be held at the
corporation's principal office in the State of Missouri.
Meetings of stockholders for any other purpose may be held
at such place and time as shall be stated in the notice of
the meeting, or in a duly executed waiver of notice thereof.
Section 2. Annual Meetings. The annual meetings of
stockholders, if held, shall be held at such time during
the month of September as may be fixed by the Board of
Directors by resolution each year. At any annual meeting,
the stockholders shall elect a Board of Directors and
transact any other business which may properly be brought
before the meeting. No annual meeting of stockholders shall
be required in any year in which the only business to be
transacted at such meeting does not require action by
stockholders on any one or more of the following:
(1) the election of directors;
(2) approval of the investment advisory agreement;
(3) ratification of the selection of independent
public accountants;
(4) approval of a distribution agreement.
Section 3. Special Meetings. At any time in the
interval between annual meetings, special meetings of the
stockholders may be called by the president or by a majority
of the Board of Directors and shall be called by the
president or secretary upon written request of the
holders of shares entitled to cast not less than ten percent
of all the votes entitled to be cast at such meeting.
Section 4. Notice. Not less than ten nor more than
ninety days before the date of every annual or special
stockholders' meeting, the secretary shall give to each
stockholder entitled to vote at such meeting written notice
stating the time and place of the meeting and, in the case
of a special meeting, the purpose or purposes for which the
meeting is called. Business transacted at any special
meeting of stockholders shall be limited to the purposes
stated in the notice.
Section 5. Record Date for Meetings. The Board of
Directors may fix in advance a date not more than ninety
days, nor less than ten days, prior to the date of any
annual or special meeting of the stockholders as a record
date for the determination of the stockholders entitled to
receive notice of, and to vote at any meeting and any
adjournment thereof; and in such case such stockholders and
only such stockholders as shall be stockholders of record on
the date so fixed shall be entitled to receive notice of and
to vote only such shares held and outstanding on such record
date that continue to be held and outstanding at the time of
voting.
Section 6. Quorum. At any meeting of stockholders,
the presence in person or by proxy of the holders of a
majority of the aggregate shares of stock at the time
outstanding shall constitute a quorum. If, however, such
quorum shall not be present or represented at any meeting of
the stockholders, the stockholders entitled to vote
thereat, present in person or represented by proxy, shall
have the power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until
a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented
any business may be transacted which might have been
transacted at the meeting originally notified.
Section 7. Majority. The vote of the holders of a
majority of the stock having voting power, as measured by
the applicable quorum requirements set forth in Section 6,
present in person or represented by proxy, at a meeting
duly called and at which a quorum is present, shall be
sufficient to take or authorize action upon any matter
which may properly come before the meeting, unless otherwise
required by the Investment Company Act of 1940, as amended.
Section 8. Voting. Each stockholder shall have one
vote for each full share and a fractional vote for each
fractional share of stock having voting power held by such
stockholder on each matter submitted to a vote at a meeting
of stockholders. A stockholder may cast his vote in person
or by proxy, but no proxy shall be valid after eleven
months from its date, unless otherwise provided in the
proxy. At all meetings of stockholders, unless the voting
is conducted by inspectors, all questions relating to the
qualification of voters and the validity of proxies and the
acceptance or rejection of votes shall be decided by the
chairman of the meeting.
Section 9. Inspectors. At any election of directors,
the Board of Directors prior thereto may, or, if they have
not so acted, the chairman of the meeting may, and upon
the request of the holders of ten percent (10%) of the
shares entitled to vote at such election shall, appoint
two inspectors of election who shall first subscribe an oath
of affirmation to execute faithfully the duties of
inspectors at such election with strict impartiality and
according to the best of their ability, and shall after
the election make a certificate of the result of the vote
taken. No candidate for the office of director shall be
appointed such inspector. The chairman of the meeting may
cause a vote by ballot to be taken upon any election or
matter, and such vote shall be taken upon the request of
the holders of ten percent (10%) of the stock entitled to
vote on such election or matter.
Section 10. Stockholder List. The officer who has
charge of the stock ledger of the corporation shall, at
least ten days before every election of directors,
prepare and make a complete list of the stockholders
entitled to vote at said election, arranged in
alphabetical order, showing the address and the number of
shares registered in the name of each stockholder. Such
list shall be open to the examination of any stockholder,
during ordinary business hours, for a period of at least
ten days prior to the election, either at a place within the
city, town or village where the election is to be
held and which place shall be specified in the notice of
meeting, or if not specified, at the place where said
meeting is to be held, and the list shall be produced and
kept at the time and place of election during the whole
time thereof, and subject to the inspection of any
stockholder who may be present.
ARTICLE III
DIRECTORS
Section 1. General Powers. The business of the
corporation shall be managed by its Board of Directors,
which may exercise all powers of the corporation, except
such as are by statute, or the Articles of Incorporation, or
by these By-laws conferred upon or reserved to the
stockholders.
Section 2. Number and Term of Office. The number of
directors which shall constitute the whole Board shall be
determined from time to time by the Board of Directors, but
shall not be fewer than three. Each director elected shall
hold office until his successor is elected and qualified.
Directors need not be stockholders.
Section 3. Elections. The Directors shall all be of
one class and shall serve until their respective
successors are elected and qualified.
Section 4. Place of Meeting. Meetings of the Board
of Directors, regular or special, may be held at any place
in or out of the State of Maryland as the Board may from
time to time determine.
Section 5. Quorum. At all meetings of the Board of
Directors a majority of the entire Board of Directors shall
constitute a quorum for the transaction of business and
the action of a majority of the directors present at any
meeting at which a quorum is present shall be the action of
the Board of Directors unless the concurrence of a
greater proportion is required for such action by the laws
of the State of Maryland, these By-laws or the Articles of
Incorporation or a different number is required by the
Investment Company Act of 1940, as amended. If a quorum
shall not be present at any meeting of directors, the
directors present thereat may by a majority vote adjourn the
meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be
present.
Section 6. First Meeting. The first meeting of each
newly constituted Board of Directors shall be held as soon
as practicable after the annual meeting of stockholders in
each year, at such time and place as shall be specified
in a notice given as hereinafter provided for meetings of
the Board of Directors, or as shall be specified in a
written waiver signed by all of the directors.
Section 7. Regular Meetings. Regular meetings of the
Board of Directors may be held without notice at such time
and place as shall from time to time be determined by the
Board of Directors.
Section 8. Special Meetings. Special meetings of the
Board of Directors may be called by the president on one
day's notice to each director; special meetings shall be
called by the president or secretary in like manner and on
like notice on the written request of two directors.
Section 9. Telephonic Meetings. Regular or special
meetings, except for meetings to approve an investment
advisory agreement or a distribution plan, of the Board of
Directors or any committee thereof, may be held by means of
a conference telephone or similar communications equipment
so that all persons participating in the meeting can hear
each other at the same time. Participation in a meeting by
these means constitutes presence in person at the meeting.
Section 10. Informal Actions. Any action, except
approval of an investment advisory agreement, or a
distribution plan, required or permitted to be taken at any
meeting of the Board of Directors or any committee
thereof may be taken without a meeting, if written consent
to such action is signed in one or more counterparts by all
members of the Board or of such committee, as the case may
be, and such written consent is filed with the minutes of
proceedings of the Board or committee.
Section 11. Committees. The Board of Directors may
by resolution passed by a majority of the whole Board
appoint from among its members an executive committee and
other committees composed of two or more directors, and may
delegate to such committees, in the intervals between
meetings of the Board of Directors, any or all of the
power of the Board of Directors in the management of the
business and affairs of the corporation, except the power to
declare dividends, to issue stock or to recommend to
stockholders any action requiring stockholders' approval.
In the absence of any member of such committee, the
members thereof present at any meeting, whether or not
they constitute a quorum, may appoint a member of the Board
of Directors to act in the place of such absent member.
Section 12. Action of Committees. The committees
shall keep minutes of their proceedings and shall report
the same to the Board of Directors at the meeting next
succeeding, and any action by committees shall be subject
to revision and alteration by the Board of Directors,
provided that no rights of third persons shall be affected
by any such revision or alteration.
Section 13. Compensation. Any director, whether or
not he is a salaried officer or employee of the
corporation, may be compensated for his services as a
director or as a member of a committee of directors, or as
chairman of the Board or chairman of a committee by fixed or
periodic payments or by fees for attendance at meetings or
by both, and in addition may be reimbursed for
transportation and other expenses, all in such manner and
amounts as the Board of Directors may from time to time
determine.
Section 14. Removal. The stockholders of this
corporation may remove any director with or without cause by
the affirmative vote of a majority of all the votes
entitled to be cast for the election of directors.
ARTICLE IV
NOTICES
Section 1. Form. Notices to stockholders shall be in
writing and delivered personally or mailed to the
stockholders at their addresses appearing on the books of
the corporation. Notice by mail shall be deemed to be given
at the time when the same shall be mailed. Notice to
directors need not state the purpose of a regular or special
meeting.
Section 2. Waiver. Whenever any notice of the time,
place or purpose of any meeting of stockholders, directors
or committee is required to be given under the provisions of
Maryland law or under the provisions of the Articles of
Incorporation or these By-laws, a waiver thereof in writing,
signed by the person or persons entitled to such notice and
filed with the records of the meeting, whether before or
after the holding thereof, or actual attendance at the
meeting of stockholders in person or by proxy, or at the
meeting of directors or committee in person, shall be
deemed equivalent to the giving of such notice to such
persons.
ARTICLE V
OFFICERS
Section 1. Officers of the Corporation. The officers
of the corporation shall be elected by the Board of
Directors and shall include a president, who shall be a
director, a secretary and a treasurer. The Board of
Directors may, from time to time, elect or appoint a
controller, one or more vice-presidents, assistant
secretaries and assistant treasurers. The president shall
preside at meetings of the Board of Directors, unless the
Board of Directors, at its discretion, elects a chairman
of the Board to preside at such meetings. In addition,
such chairman shall perform and execute such executive and
administrative duties and have such powers as the Board of
Directors may from time to time prescribe. Two or more
offices may be held by the same person but no officer
shall execute, acknowledge or verify any instrument in more
than one capacity, if such instrument is required by law,
the Articles of Incorporation or these By-laws to be
executed, acknowledged or verified by two or more officers.
Section 2. Election. The Board of Directors at its
first meeting after each annual meeting of stockholders
shall choose a president, a secretary and a treasurer.
Section 3. Compensation. The salaries or other
compensation of all officers and agents of the corporation
paid directly by the corporation shall be fixed by the
Board of Directors, except that the Board of Directors may
delegate to any person or group of persons the power to
fix such salaries or other compensation.
Section 4. Tenure. The officers of the corporation
shall serve for one year and until the successors are
chosen and qualify. Any officer or agent may be removed by
the affirmative vote of a majority of the Board of Directors
whenever, in its judgment, the best interests of the
corporation will be served thereby. Any vacancy occurring
in any office of the corporation by death, resignation,
removal or otherwise shall be filled by the Board of
Directors.
Section 5. President. The president, unless the
chairman has been so designated, shall be the chief
executive officer of the corporation. He shall preside at
all meetings of the stockholders and directors and shall see
that all orders and resolutions of the Board are carried
into effect. The president shall also be the chief
administrative officer of the corporation and shall
perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.
Section 6. Vice-Presidents. The vice-presidents, in
the order of their seniority, shall in the absence or
disability of the president, perform the duties and
exercise the powers of the president and shall perform such
other duties as the Board of Directors may from time to
time prescribe.
Section 7. Secretary. The secretary shall attend all
meetings of the Board of Directors and all meetings of
the stockholders and record all the proceedings thereof and
shall perform like duties for any committee when required.
In the absence of the secretary or an assistant secretary,
proceedings of such meetings shall be recorded by a person
selected by the chairman of the meeting. He shall give,
or cause to be given, notice of meetings of the stockholders
and of the Board of Directors, and shall perform such
other duties as may be prescribed by the Board of Directors
or president, under whose supervision he shall be. He shall
keep in safe custody the seal of the corporation and, when
authorized by the Board of Directors, affix and attest the
same to any instrument requiring it. The Board of Directors
may give general authority to any other officer to affix the
seal of the corporation and to attest the same by affixing
his signature.
Section 8. Assistant Secretaries. The assistant
secretaries, in order of their seniority, shall in the
absence or disability of the secretary, perform the duties
and exercise the powers of the secretary and shall
perform such other duties as the Board of Directors shall
prescribe.
Section 9. Treasurer. The treasurer, unless another
officer has been so designated, shall be the chief
financial officer of the corporation. He shall be
responsible for the maintenance of its accounting records
and shall render to the Board of Directors, at its regular
meetings, or when the Board of Directors so requires, an
account of all the corporation's financial transactions
and a report of the financial condition of the corporation.
Section 10. Controller. The controller shall be under
the direct supervision of the treasurer. He shall maintain
adequate records of all assets, liabilities and
transactions of the corporation, establish and maintain
internal accounting control and, in cooperation with the
independent public accountants selected by the Board of
Directors, shall supervise internal auditing. He shall have
such further powers and duties as may be conferred upon
him from time to time by the president or the Board of
Directors.
Section 11. Assistant Treasurers. The assistant
treasurers, in the order of their seniority, shall in the
absence or disability of the treasurer, perform the
duties and exercise the powers of the treasurer and shall
perform such other duties as the president or the
Board of Directors may from time to time prescribe.
Section 12. Other Officers. The Board of Directors
from time to time may appoint such other officers and
agents as it shall deem advisable, who shall hold their
offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to
time by the Board of Directors. The Board of Directors from
time to time may delegate to one or more officers or
agents the power to appoint any such subordinate officers or
agents, except assistant treasurers and to prescribe the
respective rights, terms of office, authorities and duties.
ARTICLE VI
NET ASSET VALUE
The net asset value per share of stock of the corporation
shall be determined at least once each day at the close of
business on the New York Stock Exchange on each day the
New York Stock Exchange is open for trading. Net asset
value shall be calculated by adding the value of all
securities and other assets of the Fund, deducting its
liabilities and dividing by the number of shares
outstanding.
ARTICLE VII
INVESTMENT RESTRICTIONS
The following investment restriction cannot be
changed without the consent of the holders of a
majority of the corporation's outstanding shares of stock;
the corporation shall not:
(1) purchase the securities of any one issuer, except the
United States Government, if immediately after and as a
result of such purchase (a) the value of the holdings of the
Fund in the securities of such issuer exceeds 5% of the
value of the Fund's total assets, or (b) the Fund owns more
than 10% of the outstanding voting securities, or any other
class of securities, of such issuer; (2) engage in the
purchase or sale of real estate or commodities contracts,
including futures contracts; (3) underwrite the securities
of other issuers; (4) make loans to any of its officers,
directors, or employees, or to its manager, or general
distributor, or officers or directors thereof; (5) make
loans to other persons, except by the purchase of debt
obligations which are permitted under its investment policy;
(6) invest in companies for the purpose of exercising
control of management; (7) purchase securities on margin, or
sell securities short; (8) purchase shares of other
investment companies except in the open market at ordinary
broker's commission or pursuant to a plan of merger or
consolidation; (9) invest in the aggregate more than 5% of
the value of its gross assets in the securities of issuers
(other than federal, state, territorial, or local
governments, or corporations, or authorities established
thereby), which, including predecessors, have not had at
least three years' continuous operations; (10) enter into
dealings with its officers or directors, its manager or
underwriter, or their officers or directors, or any
organization in which such persons have a financial
interest, except for transactions in the Fund's own shares
or other securities through brokerage practices which are
considered normal and generally accepted under the
circumstances existing at the time; (11) purchase or retain
securities of any company in which any Fund officers or
directors, or Fund manager, its partner, officer, or
director beneficially owns more than 1/2 of 1% of said
company's securities, if all such persons owning more than
1/2 of 1% of said company's securities own in the aggregate
more than 5% of the outstanding securities of such company;
(12) borrow or pledge its credit under normal circumstances,
except up to 10% of its gross assets (computed at the lower
of fair market value or cost) for temporary or emergency
purposes, and not for the purpose of leveraging its
investments, and provided further that any borrowing in
excess of 5% of the total assets of the Fund shall have
asset coverage of at least 3 to 1, and provided further that
the Fund will not purchase securities when borrowings exceed
5% of its total assets; (13) make itself or its assets
liable for the indebtedness of others; (14) invest in
securities which are assessable or involve unlimited
liability; (15) invest in securities issued by UMB Financial
Corporation or by affiliate banks of UMB Financial
Corporation; or (16) issue senior securities except that
borrowings from banks are permitted so long as the
requisite asset coverage under restriction (12) above has
been provided.
ARTICLE VIII
OTHER RESTRICTIONS
Section 1. Dealings. The officers and directors of
the corporation and its investment adviser shall have no
dealings for or on behalf of the corporation with
themselves as principal or agent, or with any
corporation, partnership, trust, joint venture or
association in which they have a financial interest,
provided that this section shall not prevent:
(A) Officers or directors of the corporation
from having a financial interest in the corporation, in
any sponsor, manager, investment adviser or promoter of the
corporation, or in any underwriter or securities issued by
the corporation.
(B) The purchase of securities for the portfolio of
the corporation, or sale of securities owned by the
corporation through a security dealer, one or more of
whose partners, officers, directors or security holders is
an officer or director of the corporation, provided such
transactions are handled in a brokerage capacity only, and
provided commissions charged do not exceed customary
brokerage charges for such services.
(C) The employment of any legal counsel, registrar,
transfer agent, dividend disbursing agent or custodian
having a partner, officer, director or security holder
who is an officer or director of the corporation; provided
only customary fees are charged for services rendered to
or for the benefit of the corporation.
(D) The purchase for the portfolio of the
corporation of securities issued by an issuer having an
officer, director or security holder who is an officer or
director of the corporation or of any manager of the
corporation, unless the retention of such securities in the
portfolio of the corporation would otherwise be a violation
of these By-laws or the Articles of Incorporation of the
corporation.
ARTICLE IX
STOCK
Section 1. Certificates. Each stockholder shall be
entitled to a certificate or certificates which shall
certify the number of shares owned by him in the
corporation. Each certificate shall be signed by the
president or a vice-president and countersigned by the
secretary or an assistant secretary or the treasurer or an
assistant treasurer and shall be sealed with the corporate
seal.
Section 2. Signature. When a certificate is signed by
a transfer agent or an assistant transfer agent or by a
transfer clerk acting on behalf of the corporation and a
registrar, the signature of any such president, vice-
president, treasurer, assistant treasurer, secretary or
assistant secretary may be facsimile. In case any
officer who has signed any certificate ceases to be an
officer of the corporation before the certificate is issued,
the certificate may nevertheless be issued by the
corporation with the same effect as if the officer had not
ceased to be such officer as of the date of its issue.
Section 3. Recording and Transfer Without
Certificates. Notwithstanding the foregoing provisions of
this article, the corporation shall have full power to
participate in any program approved by the Board of
Directors providing for the recording and transfer of
ownership of shares of the corporation's stock by
electronic or other means without the issuance of
certificates.
Section 4. Lost Certificates. The Board of Directors
may direct a new certificate or certificates to be issued in
place of any certificate or certificates theretofore issued
by the corporation alleged to have been stolen, lost or
destroyed, upon the making of an affidavit of that fact by
the person claiming the certificate of stock to be
stolen, lost or destroyed, or upon other satisfactory
evidence of such loss or destruction. When authorizing
such issuance of a new certificate or certificates, the
Board of Directors may, in its discretion and as a
condition precedent to the issuance thereof, require
the owner of such stolen, lost or destroyed certificate or
certificates, or his legal representative to advertise
the same in such manner as it shall require and to give the
corporation a bond with sufficient surety, to the
corporation to indemnify it against any loss or claim that
may be made by reason of the issuance of a new certificate.
Section 5. Registered Stockholders. The corporation
shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and shall
not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any
other person, whether or not it shall have express or
other notice thereof, except, as otherwise provided by
the laws of Maryland.
Section 6. Transfer Agents and Registrars. The
corporation may act as its own transfer agent and/or
registrar, or it may delegate those duties to others. The
Board of Directors may from time to time, appoint or remove
transfer agents and/or registrars of stock of the
corporation, and it may appoint the same person as both
transfer agent and registrar. Upon any such appointment
being made all certificates representing shares of stock
thereafter issued shall be countersigned by one of such
transfer agents or by one of such registrars or by both and
shall not be valid unless so countersigned. If the same
person shall be both transfer agent and registrar, only
countersignature by such person shall be required.
Section 7. Stock Ledger. The corporation shall
maintain an original stock ledger containing the names and
addresses of all stockholders and the number and
class of shares held by each stockholder. Such stock ledger
may be in written form or any other form capable of
being converted into written form within a reasonable time
for visual inspection.
Section 8. Transfers of Stock. The corporation shall
transfer or otherwise change the registration of its issued
and outstanding shares in its stock ledger upon receipt of
an authorization in a form proper and acceptable to it or
its duly appointed agent. To the extent such shares are
evidenced by a certificate or certificates, the surrender
of such certificate properly endorsed shall be required
where necessary. Upon receipt of the transfer
instructions in proper order by the corporation, the
corporation shall change its stock ledger records
accordingly and record the transaction upon its books.
ARTICLE X
GENERAL PROVISIONS
Section 1. Dividends. With respect to dividends
(including "dividends" designated as "short" or "long" term
"capital gains" distributions to satisfy requirements of
the Investment Company Act of 1940, as amended, or the
Internal Revenue Code of 1954, as amended from time to
time):
(A) Such dividends, at the election of the
stockholders, may be automatically reinvested in additional
shares (or fractions thereof) of the corporation at the
"net asset value" determined on the reinvestment date fixed
by the Board of Directors.
(B) The Board of Directors in declaring any dividend,
may fix a record date not earlier than the date of
declaration or more than 40 days prior to the date of
payment, as of which the stockholders entitled to
receive such dividend shall be determined, notwithstanding
any transfer or the repurchase or issue (or sale) of any
shares after such record date.
(C) Dividends or distributions on shares of stock
whether payable in stock or cash, shall be paid out of
earnings, surplus or other lawfully available assets;
provided that no dividend payment, or distribution in the
nature of a dividend payment, may be made wholly or partly
from any source other than accumulated, undistributed net
income, determined in accordance with good accounting
practice, and not including profits or losses realized in
the sale of securities or other properties, unless such
payment is accompanied by a written statement clearly
indicating what portion of such payment per share is made
from the following sources:
(i) accumulated or undistributed net income
not including profits or losses from the sale of
securities or other properties;
(ii) accumulated undistributed net profits from
the sale of securities or other properties;
(iii) net profits from the sale of
securities or other properties during the then current
fiscal year; and
(iv) paid-in surplus or other capital source.
(D) In declaring dividends and in recognition that the
one goal of the corporation is to qualify as a "regulated
investment company" under the Internal Revenue Code of
1954, as amended, the Board of Directors shall be
entitled to rely upon estimates made in the last two months
of the fiscal year as to the amounts of distribution
necessary for this purpose; and the Board of Directors,
acting consistently with good accounting practice and with
the express provisions of these By-laws, may credit receipts
and charge payments to income or otherwise, as it may
seem proper.
(E) Any dividends declared, except as aforesaid,
shall be deemed liquidating dividends and the stockholders
shall be so informed to whatever extent may be required
by law. A notice that dividends have been paid from paid-in
surplus, or a notice that dividends have been paid from
paid-in capital, shall be deemed to be a sufficient notice
that the same constitutes liquidating dividends.
(F) Anything in these By-laws to the contrary
notwithstanding, the Board of Directors may at any time
declare and distribute pro rata among the stockholders of a
record date fixed as above, a "stock dividend" out of
either authorized but unissued, or treasury shares of the
corporation, or both.
Section 2. Rights in Securities. The Board of
Directors, on behalf of the corporation, shall have the
authority to exercise all of the rights of the
corporation as owners of any securities which might be
exercised by any individual owning such securities in his
own right; including but not limited to, the rights to
vote by proxy for any and all purposes (including the
right to authorize any officer of the manager to
execute proxies), to consent to the reorganization, merger
or consolidation of any company or to consent to the sale,
lease or mortgage of all or substantially all of the
property and assets of any company; and to exchange any of
the shares of stock of any company for shares of stock
issued therefor upon any such reorganization, merger,
consolidation, sale, lease or mortgage.
Section 3. Custodianship. Securities owned by the
corporation and cash representing (A) the proceeds
from sales of securities owned by the corporation and of
shares issued by the corporation, (B) payments of
principal upon securities owned by the corporation, or (C)
capital distributions in respect of securities owned by
the corporation shall be held by one or more custodians, as
permitted by the Investment Company Act of 1940, as
amended, to be selected by the Board of Directors. Each
bank and/or trust company selected as a custodian shall be
organized and existing under a state banking and/or trust
company law, or shall be a national banking association
incorporated under the laws of the United States of
America and qualified to act as a trust company, and shall
have an aggregate capital, surplus and undivided profits
of not less than $2,000,000. Each custodian shall enter
into an agreement with the corporation to serve as a
custodian of such securities and cash on terms consistent
with the provisions of these By-laws. From the time any
such trust company, banking association or other
permissible entity becomes a custodian of such securities
and cash, it shall:
(A) Deliver securities owned by the corporation,
only upon sale of such securities for the account of the
corporation and receipt of payment therefor by the
custodian, or when such securities may be called,
redeemed, retired or otherwise become payable, provided
that this provision shall not prevent:
(i) Delivery of securities for examination to
the broker selling the same, in accordance with the
"street delivery" custom, whereby such securities are
delivered to such broker in exchange for a delivery
receipt exchanged on the same day for an uncertified
check of such broker to be presented on the same day
for certification.
(ii) Delivery of securities of an issuer in
exchange for or for conversion into, other
securities alone, or cash and other securities,
pursuant to any plan or merger, consolidation,
reorganization, recapitalization or readjustment of
the securities of such issuer or for deposit with a
reorganization committee or protective committee,
pursuant to a deposit agreement.
(iii) The conversion by the custodian of
securities owned by the corporation, pursuant to
the provisions of such securities into other
securities.
(iv) The surrender by the custodian of
warrants, rights or similar securities owned by the
corporation in the exercise of such warrants, rights
or similar securities, or the surrender of interim
receipts or temporary securities for definitive
securities.
(v) The delivery of securities as collateral
on borrowing affected by the corporation, subject to
the limitations of Article VII of these By-laws.
(vi) The delivery of securities owned by the
corporation, as a complete or partial redemption
in kind of securities issued by the corporation.
(B) Deliver funds on the corporation only upon the
purchase of securities for the portfolio of the corporation,
and the delivery of such securities to the custodian;
provided always, that such limitation shall not prevent the
release of funds by the custodian for redemption of
shares issued by the corporation, for payment of interest,
dividend disbursements, taxes, management fees, custodian
fees, other operating expenses properly authorized by an
officer or officers as required by the custodian agreement,
payments in connection with conversion, exchange or
surrender of securities owned by the corporation (as set
forth in Subsection A of this Section) and for
organizational and such other obligations as approved by
the Board of Directors certified in writing.
(C) Upon the resignation or inability of a custodian
to serve as custodian of the assets of the corporation, the
corporation shall use its best efforts to obtain a
successor custodian, to require that the cash and securities
owned by the corporation be delivered directly to such
successor custodian and, in the event that no such
successor can be found, to submit to the stockholders --
before permitting delivery of the cash and securities owned
by the corporation to anyone other than a successor
custodian -- the question of whether the corporation shall
be liquidated or shall function without such custodian.
(D) Nothing hereinbefore contained shall prevent
any such custodian from delivering assets of the corporation
to a successor custodian having the qualifications
hereinabove prescribed.
(E) No directors, officers, employees or agents of
the corporation shall be authorized or permitted to
withdraw any assets held by the custodian, except as
permitted in this Article X and in the Custodian Agreement.
Directions, notices or instructions to the custodian,
with respect to delivery of securities, payment of cash or
otherwise, shall be given by such officer or officers
and/or such person or persons, and in such manner, as the
Board of Directors may from time to time designate.
Section 4. Reports. The corporation shall transmit to
the stockholders, at least semiannually, a report of the
operations of the corporation based at least annually upon
an audit by independent public accountants. Said report
shall clearly set forth the information customarily
furnished in a balance sheet and profit and loss
statement, and in addition, shall clearly set forth a
statement of all amounts paid directly to securities
dealers, legal counsel, transfer agents, disbursing
agents, registrars, custodians or trustees, where such
payments are made to a firm, corporation, bank or trust
company having an officer, director or partner who is also
an officer or director of this corporation. A copy or
copies, of all reports submitted to the stockholders of this
corporation shall also be sent, as required to the
regulatory agencies of the United States of America and the
states in which the securities of this corporation are
registered and sold.
Section 5. Bonding of Officers and Employees. All
officers and employees of the corporation shall be bonded to
such extent, and in such manner, as may be required by law.
Section 6. Seal. The corporate seal shall have
inscribed thereon the name of the corporation, the year of
its organization and the words "Corporate Seal, Maryland."
The seal may be used by causing it or a facsimile thereof
to be impressed or affixed or otherwise reproduced.
ARTICLE XI
AMENDMENTS
These By-laws may be altered, amended, repealed or restated
at any regular or special meeting of the Board of
Directors, provided that the provisions of Article VII may
not be altered, amended, repealed or restated without
the consent of a majority of the holders of the
corporation's outstanding common stock (as defined in the
Investment Company Act of 1940, as amended, and the
corporation's Articles of Incorporation) and provided
further that the right of the Board of Directors to alter,
amend, repeal or restate and the procedures therefor meet
the requirements of the Investment Company Act of 1940, as
amended, if any.
EX99.23(b)(9)
BY-LAWS
OF
SCOUT KANSAS TAX-EXEMPT BOND FUND, INC.
FEBRUARY 23, 1998
ARTICLE I
FISCAL YEAR AND OFFICES
Section 1. Fiscal Year. Unless otherwise provided
by resolution of the Board of Directors, the fiscal year of
the corporation shall begin on the first day of July and
end on the last day of June.
Section 2. Registered Office. The registered office
of the corporation in Maryland shall be C/O the CORPORATION
TRUST, INCORPORATED, 32 South Street, Baltimore, Maryland,
21202.
Section 3. Other Offices. The corporation shall have
a place of business in the State of Missouri, and the
corporation shall have the power to open additional
offices for the conduct of its business, either within or
outside the states of Maryland and Missouri, at such
places as the Board of Directors may from time to time
designate.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meeting. Meetings of the
stockholders for the election of directors shall be held in
such place as the Board of Directors may by resolution
establish. In the absence of any specific resolution,
annual meetings of stockholders shall be held at the
corporation's principal office in the State of Missouri.
Meetings of stockholders for any other purpose may be held
at such place and time as shall be stated in the notice of
the meeting, or in a duly executed waiver of notice thereof.
Section 2. Annual Meetings. The annual meetings of
stockholders, if held, shall be held at such time during
the month of September as may be fixed by the Board of
Directors by resolution each year. At any annual meeting,
the stockholders shall elect a Board of Directors and
transact any other business which may properly be brought
before the meeting. No annual meeting of stockholders shall
be required in any year in which the only business to be
transacted at such meeting does not require action by
stockholders on any one or more of the following:
(1) the election of directors;
(2) approval of the investment advisory agreement;
(3) ratification of the selection of independent
public accountants;
(4) approval of a distribution agreement.
Section 3. Special Meetings. At any time in the
interval between annual meetings, special meetings of the
stockholders may be called by the president or by a majority
of the Board of Directors and shall be called by the
president or secretary upon written request of the
holders of shares entitled to cast not less than ten percent
of all the votes entitled to be cast at such meeting.
Section 4. Notice. Not less than ten nor more than
ninety days before the date of every annual or special
stockholders' meeting, the secretary shall give to each
stockholder entitled to vote at such meeting written notice
stating the time and place of the meeting and, in the case
of a special meeting, the purpose or purposes for which the
meeting is called. Business transacted at any special
meeting of stockholders shall be limited to the purposes
stated in the notice.
Section 5. Record Date for Meetings. The Board of
Directors may fix in advance a date not more than ninety
days, nor less than ten days, prior to the date of any
annual or special meeting of the stockholders as a record
date for the determination of the stockholders entitled to
receive notice of, and to vote at any meeting and any
adjournment thereof; and in such case such stockholders and
only such stockholders as shall be stockholders of record on
the date so fixed shall be entitled to receive notice of and
to vote only such shares held and outstanding on such record
date that continue to be held and outstanding at the time of
voting.
Section 6. Quorum. At any meeting of stockholders,
the presence in person or by proxy of the holders of a
majority of the aggregate shares of stock at the time
outstanding shall constitute a quorum. If, however, such
quorum shall not be present or represented at any meeting of
the stockholders, the stockholders entitled to vote
thereat, present in person or represented by proxy, shall
have the power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until
a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented
any business may be transacted which might have been
transacted at the meeting originally notified.
Section 7. Majority. The vote of the holders of a
majority of the stock having voting power, as measured by
the applicable quorum requirements set forth in Section 6,
present in person or represented by proxy, at a meeting
duly called and at which a quorum is present, shall be
sufficient to take or authorize action upon any matter
which may properly come before the meeting, unless otherwise
required by the Investment Company Act of 1940, as amended.
Section 8. Voting. Each stockholder shall have one
vote for each full share and a fractional vote for each
fractional share of stock having voting power held by such
stockholder on each matter submitted to a vote at a meeting
of stockholders. A stockholder may cast his vote in person
or by proxy, but no proxy shall be valid after eleven
months from its date, unless otherwise provided in the
proxy. At all meetings of stockholders, unless the voting
is conducted by inspectors, all questions relating to the
qualification of voters and the validity of proxies and the
acceptance or rejection of votes shall be decided by the
chairman of the meeting.
Section 9. Inspectors. At any election of directors,
the Board of Directors prior thereto may, or, if they have
not so acted, the chairman of the meeting may, and upon
the request of the holders of ten percent (10%) of the
shares entitled to vote at such election shall, appoint
two inspectors of election who shall first subscribe an oath
of affirmation to execute faithfully the duties of
inspectors at such election with strict impartiality and
according to the best of their ability, and shall after
the election make a certificate of the result of the vote
taken. No candidate for the office of director shall be
appointed such inspector. The chairman of the meeting may
cause a vote by ballot to be taken upon any election or
matter, and such vote shall be taken upon the request of
the holders of ten percent (10%) of the stock entitled to
vote on such election or matter.
Section 10. Stockholder List. The officer who has
charge of the stock ledger of the corporation shall, at
least ten days before every election of directors,
prepare and make a complete list of the stockholders
entitled to vote at said election, arranged in
alphabetical order, showing the address and the number of
shares registered in the name of each stockholder. Such
list shall be open to the examination of any stockholder,
during ordinary business hours, for a period of at least
ten days prior to the election, either at a place within the
city, town or village where the election is to be
held and which place shall be specified in the notice of
meeting, or if not specified, at the place where said
meeting is to be held, and the list shall be produced and
kept at the time and place of election during the whole
time thereof, and subject to the inspection of any
stockholder who may be present.
ARTICLE III
DIRECTORS
Section 1. General Powers. The business of the
corporation shall be managed by its Board of Directors,
which may exercise all powers of the corporation, except
such as are by statute, or the Articles of Incorporation, or
by these By-laws conferred upon or reserved to the
stockholders.
Section 2. Number and Term of Office. The number of
directors which shall constitute the whole Board shall be
determined from time to time by the Board of Directors, but
shall not be fewer than three. Each director elected shall
hold office until his successor is elected and qualified.
Directors need not be stockholders.
Section 3. Elections. The Directors shall all be of
one class and shall serve until their respective
successors are elected and qualified.
Section 4. Place of Meeting. Meetings of the Board
of Directors, regular or special, may be held at any place
in or out of the State of Maryland as the Board may from
time to time determine.
Section 5. Quorum. At all meetings of the Board of
Directors a majority of the entire Board of Directors shall
constitute a quorum for the transaction of business and
the action of a majority of the directors present at any
meeting at which a quorum is present shall be the action of
the Board of Directors unless the concurrence of a
greater proportion is required for such action by the laws
of the State of Maryland, these By-laws or the Articles of
Incorporation or a different number is required by the
Investment Company Act of 1940, as amended. If a quorum
shall not be present at any meeting of directors, the
directors present thereat may by a majority vote adjourn the
meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be
present.
Section 6. First Meeting. The first meeting of each
newly constituted Board of Directors shall be held as soon
as practicable after the annual meeting of stockholders in
each year, at such time and place as shall be specified
in a notice given as hereinafter provided for meetings of
the Board of Directors, or as shall be specified in a
written waiver signed by all of the directors.
Section 7. Regular Meetings. Regular meetings of the
Board of Directors may be held without notice at such time
and place as shall from time to time be determined by the
Board of Directors.
Section 8. Special Meetings. Special meetings of the
Board of Directors may be called by the president on one
day's notice to each director; special meetings shall be
called by the president or secretary in like manner and on
like notice on the written request of two directors.
Section 9. Telephonic Meetings. Regular or special
meetings, except for meetings to approve an investment
advisory agreement or a distribution plan, of the Board of
Directors or any committee thereof, may be held by means of
a conference telephone or similar communications equipment
so that all persons participating in the meeting can hear
each other at the same time. Participation in a meeting by
these means constitutes presence in person at the meeting.
Section 10. Informal Actions. Any action, except
approval of an investment advisory agreement, or a
distribution plan, required or permitted to be taken at any
meeting of the Board of Directors or any committee
thereof may be taken without a meeting, if written consent
to such action is signed in one or more counterparts by all
members of the Board or of such committee, as the case may
be, and such written consent is filed with the minutes of
proceedings of the Board or committee.
Section 11. Committees. The Board of Directors may
by resolution passed by a majority of the whole Board
appoint from among its members an executive committee and
other committees composed of two or more directors, and may
delegate to such committees, in the intervals between
meetings of the Board of Directors, any or all of the
power of the Board of Directors in the management of the
business and affairs of the corporation, except the power to
declare dividends, to issue stock or to recommend to
stockholders any action requiring stockholders' approval.
In the absence of any member of such committee, the
members thereof present at any meeting, whether or not
they constitute a quorum, may appoint a member of the Board
of Directors to act in the place of such absent member.
Section 12. Action of Committees. The committees
shall keep minutes of their proceedings and shall report
the same to the Board of Directors at the meeting next
succeeding, and any action by committees shall be subject
to revision and alteration by the Board of Directors,
provided that no rights of third persons shall be affected
by any such revision or alteration.
Section 13. Compensation. Any director, whether or
not he is a salaried officer or employee of the
corporation, may be compensated for his services as a
director or as a member of a committee of directors, or as
chairman of the Board or chairman of a committee by fixed or
periodic payments or by fees for attendance at meetings or
by both, and in addition may be reimbursed for
transportation and other expenses, all in such manner and
amounts as the Board of Directors may from time to time
determine.
Section 14. Removal. The stockholders of this
corporation may remove any director with or without cause by
the affirmative vote of a majority of all the votes
entitled to be cast for the election of directors.
ARTICLE IV
NOTICES
Section 1. Form. Notices to stockholders shall be in
writing and delivered personally or mailed to the
stockholders at their addresses appearing on the books of
the corporation. Notice by mail shall be deemed to be given
at the time when the same shall be mailed. Notice to
directors need not state the purpose of a regular or special
meeting.
Section 2. Waiver. Whenever any notice of the time,
place or purpose of any meeting of stockholders, directors
or committee is required to be given under the provisions of
Maryland law or under the provisions of the Articles of
Incorporation or these By-laws, a waiver thereof in writing,
signed by the person or persons entitled to such notice and
filed with the records of the meeting, whether before or
after the holding thereof, or actual attendance at the
meeting of stockholders in person or by proxy, or at the
meeting of directors or committee in person, shall be
deemed equivalent to the giving of such notice to such
persons.
ARTICLE V
OFFICERS
Section 1. Officers of the Corporation. The officers
of the corporation shall be elected by the Board of
Directors and shall include a president, who shall be a
director, a secretary and a treasurer. The Board of
Directors may, from time to time, elect or appoint a
controller, one or more vice-presidents, assistant
secretaries and assistant treasurers. The president shall
preside at meetings of the Board of Directors, unless the
Board of Directors, at its discretion, elects a chairman
of the Board to preside at such meetings. In addition,
such chairman shall perform and execute such executive and
administrative duties and have such powers as the Board of
Directors may from time to time prescribe. Two or more
offices may be held by the same person but no officer
shall execute, acknowledge or verify any instrument in more
than one capacity, if such instrument is required by law,
the Articles of Incorporation or these By-laws to be
executed, acknowledged or verified by two or more officers.
Section 2. Election. The Board of Directors at its
first meeting after each annual meeting of stockholders
shall choose a president, a secretary and a treasurer.
Section 3. Compensation. The salaries or other
compensation of all officers and agents of the corporation
paid directly by the corporation shall be fixed by the
Board of Directors, except that the Board of Directors may
delegate to any person or group of persons the power to
fix such salaries or other compensation.
Section 4. Tenure. The officers of the corporation
shall serve for one year and until the successors are
chosen and qualify. Any officer or agent may be removed by
the affirmative vote of a majority of the Board of Directors
whenever, in its judgment, the best interests of the
corporation will be served thereby. Any vacancy occurring
in any office of the corporation by death, resignation,
removal or otherwise shall be filled by the Board of
Directors.
Section 5. President. The president, unless the
chairman has been so designated, shall be the chief
executive officer of the corporation. He shall preside at
all meetings of the stockholders and directors and shall see
that all orders and resolutions of the Board are carried
into effect. The president shall also be the chief
administrative officer of the corporation and shall
perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.
Section 6. Vice-Presidents. The vice-presidents, in
the order of their seniority, shall in the absence or
disability of the president, perform the duties and
exercise the powers of the president and shall perform such
other duties as the Board of Directors may from time to
time prescribe.
Section 7. Secretary. The secretary shall attend all
meetings of the Board of Directors and all meetings of
the stockholders and record all the proceedings thereof and
shall perform like duties for any committee when required.
In the absence of the secretary or an assistant secretary,
proceedings of such meetings shall be recorded by a person
selected by the chairman of the meeting. He shall give,
or cause to be given, notice of meetings of the stockholders
and of the Board of Directors, and shall perform such
other duties as may be prescribed by the Board of Directors
or president, under whose supervision he shall be. He shall
keep in safe custody the seal of the corporation and, when
authorized by the Board of Directors, affix and attest the
same to any instrument requiring it. The Board of Directors
may give general authority to any other officer to affix the
seal of the corporation and to attest the same by affixing
his signature.
Section 8. Assistant Secretaries. The assistant
secretaries, in order of their seniority, shall in the
absence or disability of the secretary, perform the duties
and exercise the powers of the secretary and shall
perform such other duties as the Board of Directors shall
prescribe.
Section 9. Treasurer. The treasurer, unless another
officer has been so designated, shall be the chief
financial officer of the corporation. He shall be
responsible for the maintenance of its accounting records
and shall render to the Board of Directors, at its regular
meetings, or when the Board of Directors so requires, an
account of all the corporation's financial transactions
and a report of the financial condition of the corporation.
Section 10. Controller. The controller shall be under
the direct supervision of the treasurer. He shall maintain
adequate records of all assets, liabilities and
transactions of the corporation, establish and maintain
internal accounting control and, in cooperation with the
independent public accountants selected by the Board of
Directors, shall supervise internal auditing. He shall have
such further powers and duties as may be conferred upon
him from time to time by the president or the Board of
Directors.
Section 11. Assistant Treasurers. The assistant
treasurers, in the order of their seniority, shall in the
absence or disability of the treasurer, perform the
duties and exercise the powers of the treasurer and shall
perform such other duties as the president or the
Board of Directors may from time to time prescribe.
Section 12. Other Officers. The Board of Directors
from time to time may appoint such other officers and
agents as it shall deem advisable, who shall hold their
offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to
time by the Board of Directors. The Board of Directors from
time to time may delegate to one or more officers or
agents the power to appoint any such subordinate officers or
agents, except assistant treasurers and to prescribe the
respective rights, terms of office, authorities and duties.
ARTICLE VI
NET ASSET VALUE
The net asset value per share of stock of the corporation
shall be determined at least once each day at the close of
business on the New York Stock Exchange on each day the
New York Stock Exchange is open for trading. Net asset
value shall be calculated by adding the value of all
securities and other assets of the Fund, deducting its
liabilities and dividing by the number of shares
outstanding.
ARTICLE VII
INVESTMENT RESTRICTIONS
The following investment restriction cannot be
changed without the consent of the holders of a
majority of the corporation's outstanding shares of stock;
the corporation shall not:
(1) purchase the securities of any one issuer, except the
United States Government, if immediately after and as a
result of such purchase (a) the value of the holdings of the
Fund in the securities of such issuer exceeds 5% of the
value of the Fund's total assets, or (b) the Fund owns more
than 10% of the outstanding voting securities, or any other
class of securities, of such issuer; (2) engage in the
purchase or sale of real estate or commodities contracts,
including futures contracts; (3) underwrite the securities
of other issuers; (4) make loans to any of its officers,
directors, or employees, or to its manager, or general
distributor, or officers or directors thereof; (5) make
loans to other persons, except by the purchase of debt
obligations which are permitted under its investment policy;
(6) invest in companies for the purpose of exercising
control of management; (7) purchase securities on margin, or
sell securities short; (8) purchase shares of other
investment companies except in the open market at ordinary
broker's commission or pursuant to a plan of merger or
consolidation; (9) invest in the aggregate more than 5% of
the value of its gross assets in the securities of issuers
(other than federal, state, territorial, or local
governments, or corporations, or authorities established
thereby), which, including predecessors, have not had at
least three years' continuous operations; (10) enter into
dealings with its officers or directors, its manager or
underwriter, or their officers or directors, or any
organization in which such persons have a financial
interest, except for transactions in the Fund's own shares
or other securities through brokerage practices which are
considered normal and generally accepted under the
circumstances existing at the time; (11) purchase or retain
securities of any company in which any Fund officers or
directors, or Fund manager, its partner, officer, or
director beneficially owns more than 1/2 of 1% of said
company's securities, if all such persons owning more than
1/2 of 1% of said company's securities own in the aggregate
more than 5% of the outstanding securities of such company;
(12) borrow or pledge its credit under normal circumstances,
except up to 10% of its gross assets (computed at the lower
of fair market value or cost) for temporary or emergency
purposes, and not for the purpose of leveraging its
investments, and provided further that any borrowing in
excess of 5% of the total assets of the Fund shall have
asset coverage of at least 3 to 1, and provided further that
the Fund will not purchase securities when borrowings exceed
5% of its total assets; (13) make itself or its assets
liable for the indebtedness of others; (14) invest in
securities which are assessable or involve unlimited
liability; (15) invest in securities issued by UMB Financial
Corporation or by affiliate banks of UMB Financial
Corporation; or (16) issue senior securities except that
borrowings from banks are permitted so long as the
requisite asset coverage under restriction (12) above has
been provided.
ARTICLE VIII
OTHER RESTRICTIONS
Section 1. Dealings. The officers and directors of
the corporation and its investment adviser shall have no
dealings for or on behalf of the corporation with
themselves as principal or agent, or with any
corporation, partnership, trust, joint venture or
association in which they have a financial interest,
provided that this section shall not prevent:
(A) Officers or directors of the corporation
from having a financial interest in the corporation, in
any sponsor, manager, investment adviser or promoter of the
corporation, or in any underwriter or securities issued by
the corporation.
(B) The purchase of securities for the portfolio of
the corporation, or sale of securities owned by the
corporation through a security dealer, one or more of
whose partners, officers, directors or security holders is
an officer or director of the corporation, provided such
transactions are handled in a brokerage capacity only, and
provided commissions charged do not exceed customary
brokerage charges for such services.
(C) The employment of any legal counsel, registrar,
transfer agent, dividend disbursing agent or custodian
having a partner, officer, director or security holder
who is an officer or director of the corporation; provided
only customary fees are charged for services rendered to
or for the benefit of the corporation.
(D) The purchase for the portfolio of the
corporation of securities issued by an issuer having an
officer, director or security holder who is an officer or
director of the corporation or of any manager of the
corporation, unless the retention of such securities in the
portfolio of the corporation would otherwise be a violation
of these By-laws or the Articles of Incorporation of the
corporation.
ARTICLE IX
STOCK
Section 1. Certificates. Each stockholder shall be
entitled to a certificate or certificates which shall
certify the number of shares owned by him in the
corporation. Each certificate shall be signed by the
president or a vice-president and countersigned by the
secretary or an assistant secretary or the treasurer or an
assistant treasurer and shall be sealed with the corporate
seal.
Section 2. Signature. When a certificate is signed by
a transfer agent or an assistant transfer agent or by a
transfer clerk acting on behalf of the corporation and a
registrar, the signature of any such president, vice-
president, treasurer, assistant treasurer, secretary or
assistant secretary may be facsimile. In case any
officer who has signed any certificate ceases to be an
officer of the corporation before the certificate is issued,
the certificate may nevertheless be issued by the
corporation with the same effect as if the officer had not
ceased to be such officer as of the date of its issue.
Section 3. Recording and Transfer Without
Certificates. Notwithstanding the foregoing provisions of
this article, the corporation shall have full power to
participate in any program approved by the Board of
Directors providing for the recording and transfer of
ownership of shares of the corporation's stock by
electronic or other means without the issuance of
certificates.
Section 4. Lost Certificates. The Board of Directors
may direct a new certificate or certificates to be issued in
place of any certificate or certificates theretofore issued
by the corporation alleged to have been stolen, lost or
destroyed, upon the making of an affidavit of that fact by
the person claiming the certificate of stock to be
stolen, lost or destroyed, or upon other satisfactory
evidence of such loss or destruction. When authorizing
such issuance of a new certificate or certificates, the
Board of Directors may, in its discretion and as a
condition precedent to the issuance thereof, require
the owner of such stolen, lost or destroyed certificate or
certificates, or his legal representative to advertise
the same in such manner as it shall require and to give the
corporation a bond with sufficient surety, to the
corporation to indemnify it against any loss or claim that
may be made by reason of the issuance of a new certificate.
Section 5. Registered Stockholders. The corporation
shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and shall
not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any
other person, whether or not it shall have express or
other notice thereof, except, as otherwise provided by
the laws of Maryland.
Section 6. Transfer Agents and Registrars. The
corporation may act as its own transfer agent and/or
registrar, or it may delegate those duties to others. The
Board of Directors may from time to time, appoint or remove
transfer agents and/or registrars of stock of the
corporation, and it may appoint the same person as both
transfer agent and registrar. Upon any such appointment
being made all certificates representing shares of stock
thereafter issued shall be countersigned by one of such
transfer agents or by one of such registrars or by both and
shall not be valid unless so countersigned. If the same
person shall be both transfer agent and registrar, only
countersignature by such person shall be required.
Section 7. Stock Ledger. The corporation shall
maintain an original stock ledger containing the names and
addresses of all stockholders and the number and
class of shares held by each stockholder. Such stock ledger
may be in written form or any other form capable of
being converted into written form within a reasonable time
for visual inspection.
Section 8. Transfers of Stock. The corporation shall
transfer or otherwise change the registration of its issued
and outstanding shares in its stock ledger upon receipt of
an authorization in a form proper and acceptable to it or
its duly appointed agent. To the extent such shares are
evidenced by a certificate or certificates, the surrender
of such certificate properly endorsed shall be required
where necessary. Upon receipt of the transfer
instructions in proper order by the corporation, the
corporation shall change its stock ledger records
accordingly and record the transaction upon its books.
ARTICLE X
GENERAL PROVISIONS
Section 1. Dividends. With respect to dividends
(including "dividends" designated as "short" or "long" term
"capital gains" distributions to satisfy requirements of
the Investment Company Act of 1940, as amended, or the
Internal Revenue Code of 1954, as amended from time to
time):
(A) Such dividends, at the election of the
stockholders, may be automatically reinvested in additional
shares (or fractions thereof) of the corporation at the
"net asset value" determined on the reinvestment date fixed
by the Board of Directors.
(B) The Board of Directors in declaring any dividend,
may fix a record date not earlier than the date of
declaration or more than 40 days prior to the date of
payment, as of which the stockholders entitled to
receive such dividend shall be determined, notwithstanding
any transfer or the repurchase or issue (or sale) of any
shares after such record date.
(C) Dividends or distributions on shares of stock
whether payable in stock or cash, shall be paid out of
earnings, surplus or other lawfully available assets;
provided that no dividend payment, or distribution in the
nature of a dividend payment, may be made wholly or partly
from any source other than accumulated, undistributed net
income, determined in accordance with good accounting
practice, and not including profits or losses realized in
the sale of securities or other properties, unless such
payment is accompanied by a written statement clearly
indicating what portion of such payment per share is made
from the following sources:
(i) accumulated or undistributed net income
not including profits or losses from the sale of
securities or other properties;
(ii) accumulated undistributed net profits from
the sale of securities or other properties;
(iii) net profits from the sale of
securities or other properties during the then current
fiscal year; and
(iv) paid-in surplus or other capital source.
(D) In declaring dividends and in recognition that the
one goal of the corporation is to qualify as a "regulated
investment company" under the Internal Revenue Code of
1954, as amended, the Board of Directors shall be
entitled to rely upon estimates made in the last two months
of the fiscal year as to the amounts of distribution
necessary for this purpose; and the Board of Directors,
acting consistently with good accounting practice and with
the express provisions of these By-laws, may credit receipts
and charge payments to income or otherwise, as it may
seem proper.
(E) Any dividends declared, except as aforesaid,
shall be deemed liquidating dividends and the stockholders
shall be so informed to whatever extent may be required
by law. A notice that dividends have been paid from paid-in
surplus, or a notice that dividends have been paid from
paid-in capital, shall be deemed to be a sufficient notice
that the same constitutes liquidating dividends.
(F) Anything in these By-laws to the contrary
notwithstanding, the Board of Directors may at any time
declare and distribute pro rata among the stockholders of a
record date fixed as above, a "stock dividend" out of
either authorized but unissued, or treasury shares of the
corporation, or both.
Section 2. Rights in Securities. The Board of
Directors, on behalf of the corporation, shall have the
authority to exercise all of the rights of the
corporation as owners of any securities which might be
exercised by any individual owning such securities in his
own right; including but not limited to, the rights to
vote by proxy for any and all purposes (including the
right to authorize any officer of the manager to
execute proxies), to consent to the reorganization, merger
or consolidation of any company or to consent to the sale,
lease or mortgage of all or substantially all of the
property and assets of any company; and to exchange any of
the shares of stock of any company for shares of stock
issued therefor upon any such reorganization, merger,
consolidation, sale, lease or mortgage.
Section 3. Custodianship. Securities owned by the
corporation and cash representing (A) the proceeds
from sales of securities owned by the corporation and of
shares issued by the corporation, (B) payments of
principal upon securities owned by the corporation, or (C)
capital distributions in respect of securities owned by
the corporation shall be held by one or more custodians, as
permitted by the Investment Company Act of 1940, as
amended, to be selected by the Board of Directors. Each
bank and/or trust company selected as a custodian shall be
organized and existing under a state banking and/or trust
company law, or shall be a national banking association
incorporated under the laws of the United States of
America and qualified to act as a trust company, and shall
have an aggregate capital, surplus and undivided profits
of not less than $2,000,000. Each custodian shall enter
into an agreement with the corporation to serve as a
custodian of such securities and cash on terms consistent
with the provisions of these By-laws. From the time any
such trust company, banking association or other
permissible entity becomes a custodian of such securities
and cash, it shall:
(A) Deliver securities owned by the corporation,
only upon sale of such securities for the account of the
corporation and receipt of payment therefor by the
custodian, or when such securities may be called,
redeemed, retired or otherwise become payable, provided
that this provision shall not prevent:
(i) Delivery of securities for examination to
the broker selling the same, in accordance with the
"street delivery" custom, whereby such securities are
delivered to such broker in exchange for a delivery
receipt exchanged on the same day for an uncertified
check of such broker to be presented on the same day
for certification.
(ii) Delivery of securities of an issuer in
exchange for or for conversion into, other
securities alone, or cash and other securities,
pursuant to any plan or merger, consolidation,
reorganization, recapitalization or readjustment of
the securities of such issuer or for deposit with a
reorganization committee or protective committee,
pursuant to a deposit agreement.
(iii) The conversion by the custodian of
securities owned by the corporation, pursuant to
the provisions of such securities into other
securities.
(iv) The surrender by the custodian of
warrants, rights or similar securities owned by the
corporation in the exercise of such warrants, rights
or similar securities, or the surrender of interim
receipts or temporary securities for definitive
securities.
(v) The delivery of securities as collateral
on borrowing affected by the corporation, subject to
the limitations of Article VII of these By-laws.
(vi) The delivery of securities owned by the
corporation, as a complete or partial redemption
in kind of securities issued by the corporation.
(B) Deliver funds on the corporation only upon the
purchase of securities for the portfolio of the corporation,
and the delivery of such securities to the custodian;
provided always, that such limitation shall not prevent the
release of funds by the custodian for redemption of
shares issued by the corporation, for payment of interest,
dividend disbursements, taxes, management fees, custodian
fees, other operating expenses properly authorized by an
officer or officers as required by the custodian agreement,
payments in connection with conversion, exchange or
surrender of securities owned by the corporation (as set
forth in Subsection A of this Section) and for
organizational and such other obligations as approved by
the Board of Directors certified in writing.
(C) Upon the resignation or inability of a custodian
to serve as custodian of the assets of the corporation, the
corporation shall use its best efforts to obtain a
successor custodian, to require that the cash and securities
owned by the corporation be delivered directly to such
successor custodian and, in the event that no such
successor can be found, to submit to the stockholders --
before permitting delivery of the cash and securities owned
by the corporation to anyone other than a successor
custodian -- the question of whether the corporation shall
be liquidated or shall function without such custodian.
(D) Nothing hereinbefore contained shall prevent
any such custodian from delivering assets of the corporation
to a successor custodian having the qualifications
hereinabove prescribed.
(E) No directors, officers, employees or agents of
the corporation shall be authorized or permitted to
withdraw any assets held by the custodian, except as
permitted in this Article X and in the Custodian Agreement.
Directions, notices or instructions to the custodian,
with respect to delivery of securities, payment of cash or
otherwise, shall be given by such officer or officers
and/or such person or persons, and in such manner, as the
Board of Directors may from time to time designate.
Section 4. Reports. The corporation shall transmit to
the stockholders, at least semiannually, a report of the
operations of the corporation based at least annually upon
an audit by independent public accountants. Said report
shall clearly set forth the information customarily
furnished in a balance sheet and profit and loss
statement, and in addition, shall clearly set forth a
statement of all amounts paid directly to securities
dealers, legal counsel, transfer agents, disbursing
agents, registrars, custodians or trustees, where such
payments are made to a firm, corporation, bank or trust
company having an officer, director or partner who is also
an officer or director of this corporation. A copy or
copies, of all reports submitted to the stockholders of this
corporation shall also be sent, as required to the
regulatory agencies of the United States of America and the
states in which the securities of this corporation are
registered and sold.
Section 5. Bonding of Officers and Employees. All
officers and employees of the corporation shall be bonded to
such extent, and in such manner, as may be required by law.
Section 6. Seal. The corporate seal shall have
inscribed thereon the name of the corporation, the year of
its organization and the words "Corporate Seal, Maryland."
The seal may be used by causing it or a facsimile thereof
to be impressed or affixed or otherwise reproduced.
ARTICLE XI
AMENDMENTS
These By-laws may be altered, amended, repealed or restated
at any regular or special meeting of the Board of
Directors, provided that the provisions of Article VII may
not be altered, amended, repealed or restated without
the consent of a majority of the holders of the
corporation's outstanding common stock (as defined in the
Investment Company Act of 1940, as amended, and the
corporation's Articles of Incorporation) and provided
further that the right of the Board of Directors to alter,
amend, repeal or restate and the procedures therefor meet
the requirements of the Investment Company Act of 1940, as
amended, if any.
EX99.23(d)(3)
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 (the "Act"), under which it is
registered with the Securities and Exchange Commission, and
WHEREAS the Manager is engaged in the business of supplying investment
advice and management 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
Manager shall, for all purposes herein, be deemed to be an independent
contractor, and shall, unless otherwise expressly provided and authorized,
have no authority to act for or represent the Fund in any way, or in any
other way be deemed an agent of the Fund.
Page 1 of 4
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 (0.50%) 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
Page 2 of 4
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 famish, 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 (60) days written notice to the Manager, and it may be terminated
by the Manager upon not less than sixty (60) days written notice to the 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
Page 3 of 4
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 the affirmative vote or written consent of the
holders of a majority of the shares of the Fund.
SCOUT MONEY MARKET FUND, INC.
By /s/Larry D. Armel
Larry D. Armel
President
ATTEST:
/s/Martin A. Cramer
Martin A. Cramer
Vice President and Secretary
[Scout Money Market Fund, Inc. seal]
UMB BANK, n.a.
By /s/Edward J. McShare, Jr.
Name: Edward J. McShare, Jr.
Title: Dir. Exec. V.P.
ATTEST:
/s/Gloria C. Shearer
Name: Gloria C. Shearer
Title: Notary Public
[notary seal]
GLORIA C. SHEARER
NOTARY PUBLIC - STATE OF MISSOURI
JACKSON COUNTY
My Commission, Expires March 10, 1998
Page 4 of 4
EX99.23(d)(4)
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 (the "Act"), under which it is
registered with the Securities and Exchange Commission, and
WHEREAS the Manager is engaged in the business of supplying investment
advice and management 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
Manager shall, for all purposes herein, be deemed to be an independent
contractor, and shall, unless otherwise expressly provided and authorized,
have no authority to act for or represent the Fund in any way, or in any
other way be deemed an agent of the Fund.
Page 1 of 4
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 (0.50%) 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
Page 2 of 4
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 famish, 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 (60) days written notice to the Manager, and it may be terminated
by the Manager upon not less than sixty (60) days written notice to the 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
Page 3 of 4
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 the affirmative vote or written consent of the
holders of a majority of the shares of the Fund.
SCOUT TAX-FREE MONEY MARKET
FUND, INC.
By /s/Larry D. Armel
Larry D. Armel
President
ATTEST:
/s/Martin A. Cramer
Martin A. Cramer
Vice President and Secretary
[Scout Tax-Free Money Market Fund, Inc. seal]
UMB BANK, n.a.
By /s/Edward J. McShane, Jr.
Name: Edward J. McShane, Jr.
Title: Dir. Exec. V.P.
ATTEST:
/s/Gloria C. Shearer
Name: Gloria C. Shearer
Title: Notary Public
[notary seal]
GLORIA C. SHEARER
NOTARY PUBLIC - STATE OF MISSOURI
JACKSON COUNTY
My Commission, Expires March 10, 1998
Page 4 of 4
EX99.23(d)(5)
MANAGEMENT AGREEMENT
between
UMB BANK, n.a.
and
SCOUT BALANCED FUND, INC.
THIS AGREEMENT, made and entered into this 6th day of
December, 1995, by and between SCOUT BALANCED 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 (the "Act"), under which it is registered with the
Securities and Exchange Commission, and
WHEREAS the Manager is engaged in the business of supplying
investment advice and management 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 Manager shall, for all purposes herein, be deemed
to be an independent contractor, and shall, unless otherwise
expressly provided and authorized, have no authority to act for
or represent the 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 (0.85%)
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 (60) days written notice to the Manager, and
it may be terminated by the Manager upon not less than sixty (60)
days written notice to the 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 the affirmative vote or
written consent of the holders of a majority of the shares of
the Fund.
SCOUT BALANCED FUND, INC.
By/s/Larry D. Armel
Larry D. Armel
President
ATTEST:
/s/Martin A. Cramer
Martin A. Cramer
Vice President and Secretary
[Scout Balanced Fund, Inc. seal]
UMB BANK, n.a.
By/s/Edward J. McShane, Jr.
Name: Edward J. McShane, Jr.
Title: Dir. Exec. V.P.
ATTEST:
/s/Susan B. Teson
Name: Susan B. Teson
Title: Assistant Secretary
[UMB BANK NATIONAL ASSOCIATION, CORPORATE SEAL]
Page 4 of 4
EX99.23(d)(6)
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 (the "Act"), under which it is
registered with the Securities and Exchange Commission, and
WHEREAS the Manager is engaged in the business of supplying investment
advice and management 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
Manager shall, for all purposes herein, be deemed to be an independent
contractor, and shall, unless otherwise expressly provided and authorized,
have no authority to act for or represent the Fund in any way, or in any
other way be deemed an agent of the Fund.
Page 1 of 4
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 (0.85%) 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
Page 2 of 4
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 famish, 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 (60) days written notice to the Manager, and it may be terminated
by the Manager upon not less than sixty (60) days written notice to the 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
Page 3 of 4
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 the affirmative vote or written consent of the
holders of a majority of the shares of the Fund.
SCOUT REGIONAL FUND, INC.
By /s/Larry D. Armel
Larry D. Armel
President
ATTEST:
/s/Martin A. Cramer
Martin A. Cramer
Vice President and Secretary
[Scout Regional Fund, Inc. seal]
UMB BANK, n.a.
By /s/Edward J. McShane, Jr.
Name: Edward J. McShane, Jr.
Title: Dir. Exec. V.P.
ATTEST:
/s/Gloria C. Shearer
Name: Gloria C. Shearer
Title: Notary Public
[notary seal]
GLORIA C. SHEARER
NOTARY PUBLIC - STATE OF MISSOURI
JACKSON COUNTY
My Commission, Expires March 10, 1998
Page 4 of 4
EX99.23(d)(7)
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 (the "Act"), under which it is
registered with the Securities and Exchange Commission, and
WHEREAS the Manager is engaged in the business of supplying investment
advice and management 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
Manager shall, for all purposes herein, be deemed to be an independent
contractor, and shall, unless otherwise expressly provided and authorized,
have no authority to act for or represent the Fund in any way, or in any
other way be deemed an agent of the Fund.
Page 1 of 4
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 (0.85%) 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
Page 2 of 4
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 famish, 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 (60) days written notice to the Manager, and it may be terminated
by the Manager upon not less than sixty (60) days written notice to the 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
Page 3 of 4
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 the affirmative vote or written consent of the
holders of a majority of the shares of the Fund.
SCOUT BOND FUND, INC.
By /s/Larry D. Armel
Larry D. Armel
President
ATTEST:
/s/Martin A. Cramer
Martin A. Cramer
Vice President and Secretary
[Scout Bond Fund, Inc. seal]
UMB BANK, n.a.
By /s/Edward J. McShane, Jr.
Name: Edward J. McShane, Jr.
Title: Dir. Exec. V.P.
ATTEST:
/s/Gloria C. Shearer
Name: Gloria C. Shearer
Title: Notary Public
[notary seal]
GLORIA C. SHEARER
NOTARY PUBLIC - STATE OF MISSOURI
JACKSON COUNTY
My Commission, Expires March 10, 1998
Page 4 of 4
EX99.23(d)(8)
MANAGEMENT AGREEMENT
between
UMB BANK, n.a.
and
SCOUT CAPITAL PRESERVATION FUND, INC.
THIS AGREEMENT, made and entered into this 23rd day of
February, 1998, by and between SCOUT CAPITAL PRESERVATION 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 (the "Act"), under which it is registered with the
Securities and Exchange Commission, and
WHEREAS the Manager is engaged in the business of supplying
investment advice and management 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 Manager shall, for all purposes herein, be deemed
to be an independent contractor, and shall, unless otherwise
expressly provided and authorized, have no authority to act for
or represent the 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 (0.85%)
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, 1999, 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 (60) days written notice to the Manager, and
it may be terminated by the Manager upon not less than sixty (60)
days written notice to the 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 the affirmative vote or
written consent of the holders of a majority of the shares of
the Fund.
SCOUT CAPITAL PRESERVATION
FUND, INC.
By/s/Larry D. Armel
Larry D. Armel
President
ATTEST:
/s/Martin A. Cramer
Martin A. Cramer
Vice President and Secretary
[Scout Capital Preservation Fund, Inc. seal]
UMB BANK, n.a.
By/s/Edward J. McShane, Jr.
Name: Edward J. McShane, Jr.
Title: Exec. Vice President
ATTEST:
/s/David W. Miller
Name: David W. Miller
Title: Secretary
[UMB BANK NATIONAL ASSOCIATION, CORPORATE SEAL]
Page 4 of 4
EX99.23(d)(9)
MANAGEMENT AGREEMENT
between
UMB BANK, n.a.
and
SCOUT KANSAS TAX-EXEMPT BOND FUND, INC.
THIS AGREEMENT, made and entered into this 23rd day of
February, 1998, by and between SCOUT KANSAS TAX-EXEMPT 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 (the "Act"), under which it is registered with the
Securities and Exchange Commission, and
WHEREAS the Manager is engaged in the business of supplying
investment advice and management 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 Manager shall, for all purposes herein, be deemed
to be an independent contractor, and shall, unless otherwise
expressly provided and authorized, have no authority to act for
or represent the 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 (0.50%) 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, 1999, 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 (60) days written notice to the Manager, and
it may be terminated by the Manager upon not less than sixty (60)
days written notice to the 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 the affirmative vote or
written consent of the holders of a majority of the shares of
the Fund.
SCOUT KANSAS TAX-EXEMPT
BOND FUND, INC.
By/s/Larry D. Armel
Larry D. Armel
President
ATTEST:
/s/Martin A. Cramer
Martin A. Cramer
Vice President and Secretary
[Scout Kansas Tax-Exempt Bond Fund, Inc. seal]
UMB BANK, n.a.
By/s/Edward J. McShane, Jr.
Name: Edward J. McShane, Jr.
Title: Exec. Vice President
ATTEST:
/s/David W. Miller
Name: David W. Miller
Title: Secretary
[UMB BANK NATIONAL ASSOCIATION, CORPORATE SEAL]
Page 4 of 4
EX99.23(e)(1)(A)
UNDERWRITING AGREEMENT
Between
UMB STOCK FUND, INC.
and
JONES & BABSON, INC.
THIS AGREEMENT, made and entered into this 30th day of September, 1993, by
and between UMB STOCK FUND FUND, INC. (a Maryland corporation, hereinafter
referred to as the "Fund") and JONES & BABSON, Inc. (a Missouri corporation,
hereinafter referred to as "Principal Underwriter")
1. Subject to the provisions of its Certificate of Incorporation and By-
Laws, copies of which have been delivered to and are acknowledged by the
Principal Underwriter, the Board of Directors of the Fund hereby appoint the
firm of Jones & Babson, Inc. as the Principal Underwriter and sole
distributor of the shares of the Fund, except for shares which the Fund may
elect pursuant to authority of its Board of Directors to issue direct to
registered owners, which shall include by definition but not by limitation
stock issued by virtue of reinvestment of dividends, or as the result of a
splitting of shares, or as the result of the Fund merging or consolidating
with another organization, or in return for acquisition of assets, or as the
result of shares issued in connection with a contractual plan for which the
Fund is the underlying investment, or for the purpose of complying with the
registration laws of a particular state or jurisdiction.
2. In consideration of its appointment under this Agreement as Principal
Underwriter, Jones & Babson, Inc. agrees to pay all costs of all management,
supervisory and administrative services required in the normal operation of
the Fund. This includes investment management and supervision; fees of the
custodian, independent public accountants and legal counsel; remuneration of
directors, officers and other personnel; rent; shareholder services,
including the maintenance of the shareholder accounting system and transfer
agency; and such other items as are incidental to corporate administration.
Not considered normal operating expenses and therefore payable by the Fund,
are taxes, interest, fees and other charges of governments and their agencies
including the cost of qualifying the Fund's shares for sale in any
jurisdiction, brokerage costs, dues and all extraordinary costs and expenses
including but not limited to 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.
3. The Fund agrees to prepare and file registration statements with the
Securities and Exchange Commission and the Securities Departments of the
various states and other jurisdictions in
1 OF 3 PAGES
which the shares may be offered, and do such other things and to take such
other actions as may be mutually agreed upon by and between the parties as
shall be reasonably necessary in order to effect the registration and the
sale of the Fund's' shares.
4. The Principal Underwriter agrees to place its full facilities at the
disposal of the Fund and to assist and cooperate fully with respect to the
registration and qualification of the Fund's shares, as well as perform all
functions required in connection with any offering including, but not limited
to, the creation and preparation of literature, advertising, and any other
promotional material for the purpose of selling the Fund's shares.
5. Jones & Babson, Inc. will act as agent of the Fund and not
as principal in the solicitation and sale of the shares of the
Fund unless expressly agreed to in writing by the Principal
Underwriter and the Fund.
6. Normally, the Fund shall not exercise any direction or control over the
time and place of solicitation, the persons to be solicited, or the manner of
solicitation; but the Principal Underwriter agrees that solicitations shall
be in a form acceptable to the Fund and shall be subject to such terms and
conditions as may be prescribed from time to time by the Fund, the
Registration Statement, the Prospectus, the Certificate of Incorporation, and
By-Laws of the Fund, and shall not violate any provision of the laws of the
United States or of any other jurisdiction to which solicitations are
subject, or violate any rule or regulation promulgated by any lawfully
constituted authority to which the Fund or Principal Underwriter may be
subject.
7. The Fund agrees to issue new shares direct to the registered owner
pursuant to this Agreement and according to instructions from the Principal
Underwriter, subject to the net asset value of such shares next effective
after acceptance of the order by the Fund and as more fully set out in
paragraph 8.
8. The Fund hereby authorizes the Principal Underwriter to sell its shares
in accordance with the following schedule of prices:
The applicable price will be the net asset value per share next
effective after receipt and acceptance by the Fund of a proper offer to
purchase, determined in accordance with the Certificate of
Incorporation, By-Laws, Registration Statement and Prospectus of the
Fund.
9. The Fund agrees that, as long as this Agreement is in effect, it will
not authorize anyone else to offer or solicit applications for shares of the
Fund and will not accept any such application if submitted by or through
anyone other than the Principal Underwriter, unless the Principal Underwriter
shall first have agreed in writing to such authorization.
2 OF 3 PAGES
10. This Agreement (i) may be terminated without the payment of any
penalty, either by vote of the Board of Directors of the Fund or by vote of a
majority of the outstanding voting securities of the Fund, on sixty (60) days
written notice to the Principal Underwriter; (ii) may be terminated without
penalty by the Principal Underwriter on sixty (60) days written notice to the
Fund; and (iii) shall immediately terminate in the event of its ass iqnment.
11. The Principal Underwriter agrees that it will not take either a short
or long position with respect to shares of the Fund; that it will not place
orders for more shares than are required to fill the requests received by it
as agent of the Fund; and that it will expeditiously transmit all such orders
to the Fund.
12. Nothing contained in this Agreement shall be deemed to protect the
Principal Underwriter against any liability to the Fund or to its securities
holders to which the Principal Underwriter would otherwise be subject by
reason of willful misfeasance, bad faith, or gross negligence in the
performance of its duties hereunder, or by reason of its reckless disregard
of its obligations and duties hereunder.
13. This Agreement shall become effective on the date first above written,
and continue in effect through the 31st day of October, 1994 and thereafter
shall continue automatically for successive annual periods ending with each
31st day of October, provided that such continuance is specifically approved
at least annually by the Board of Directors or by vote of a majority of the
outstanding voting securities of the Fund and provided further that this
Agreement or any renewal thereof shall be approved by the vote of 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.
UMB STOCK FUND, INC.
By /s/Larry D. Armel
Larry D. Armel
President
ATTEST:
/s/Martin A. Cramer
Martin A. Cramer
Asst. Secretary
JONES & BABSON, INC.
By /s/Larry D. Armel
Larry D. Armel
President
ATTEST:
/s/Martin A. Cramer
Martin A. Cramer
Asst. Secretary
3 OF 3 PAGES
EX99.23(e)(2)(A)
UNDERWRITING AGREEMENT
Between
UMB WORLDWIDE FUND, INC.
and
JONES & BABSON, INC.
THIS AGREEMENT, made and entered into this 30th day of September, 1993, by
and between UMB WORLDWIDE FUND, INC. (a Maryland corporation, hereinafter
referred to as the "Fund") and JONES & BABSON, Inc. (a Missouri corporation,
hereinafter referred to as "Principal Underwriter")
1. Subject to the provisions of its Certificate of Incorporation and By-
Laws, copies of which have been delivered to and are acknowledged by the
Principal Underwriter, the Board of Directors of the Fund hereby appoint the
firm of Jones & Babson, Inc. as the Principal Underwriter and sole
distributor of the shares of the Fund, except for shares which the Fund may
elect pursuant to authority of its Board of Directors to issue direct to
registered owners, which shall include by definition but not by limitation
stock issued by virtue of reinvestment of dividends, or as the result of a
splitting of shares, or as the result of the Fund merging or consolidating
with another organization, or in return for acquisition of assets, or as the
result of shares issued in connection with a contractual plan for which the
Fund is the underlying investment, or for the purpose of complying with the
registration laws of a particular state or jurisdiction.
2. In consideration of its appointment under this Agreement as Principal
Underwriter, Jones & Babson, Inc. agrees to pay all costs of all management,
supervisory and administrative services required in the normal operation of
the Fund. This includes investment management and supervision; fees of the
custodian, independent public accountants and legal counsel; remuneration of
directors, officers and other personnel; rent; shareholder services,
including the maintenance of the shareholder accounting system and transfer
agency; and such other items as are incidental to corporate administration.
Not considered normal operating expenses and therefore payable by the Fund,
are taxes, interest, fees and other charges of governments and their agencies
including the cost of qualifying the Fund's shares for sale in any
jurisdiction, brokerage costs, dues and all extraordinary costs and expenses
including but not limited to 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.
3. The Fund agrees to prepare and file registration statements with the
Securities and Exchange Commission and the Securities Departments of the
various states and other jurisdictions in
1 OF 3 PAGES
which the shares may be offered, and do such other things and to take such
other actions as may be mutually agreed upon by and between the parties as
shall be reasonably necessary in order to effect the registration and the
sale of the Fund's' shares.
4. The Principal Underwriter agrees to place its full facilities at the
disposal of the Fund and to assist and cooperate fully with respect to the
registration and qualification of the Fund's shares, as well as perform all
functions required in connection with any offering including, but not limited
to, the creation and preparation of literature, advertising, and any other
promotional material for the purpose of selling the Fund's shares.
5. Jones & Babson, Inc. will act as agent of the Fund and not
as principal in the solicitation and sale of the shares of the
Fund unless expressly agreed to in writing by the Principal
Underwriter and the Fund.
6. Normally, the Fund shall not exercise any direction or control over the
time and place of solicitation, the persons to be solicited, or the manner of
solicitation; but the Principal Underwriter agrees that solicitations shall
be in a form acceptable to the Fund and shall be subject to such terms and
conditions as may be prescribed from time to time by the Fund, the
Registration Statement, the Prospectus, the Certificate of Incorporation, and
By-Laws of the Fund, and shall not violate any provision of the laws of the
United States or of any other jurisdiction to which solicitations are
subject, or violate any rule or regulation promulgated by any lawfully
constituted authority to which the Fund or Principal Underwriter may be
subject.
7. The Fund agrees to issue new shares direct to the registered owner
pursuant to this Agreement and according to instructions from the Principal
Underwriter, subject to the net asset value of such shares next effective
after acceptance of the order by the Fund and as more fully set out in
paragraph 8.
8. The Fund hereby authorizes the Principal Underwriter to sell its shares
in accordance with the following schedule of prices:
The applicable price will be the net asset value per share next
effective after receipt and acceptance by the Fund of a proper offer to
purchase, determined in accordance with the Certificate of
Incorporation, By-Laws, Registration Statement and Prospectus of the
Fund.
9. The Fund agrees that, as long as this Agreement is in effect, it will
not authorize anyone else to offer or solicit applications for shares of the
Fund and will not accept any such application if submitted by or through
anyone other than the Principal Underwriter, unless the Principal Underwriter
shall first have agreed in writing to such authorization.
2 OF 3 PAGES
10. This Agreement (i) may be terminated without the payment of any
penalty, either by vote of the Board of Directors of the Fund or by vote of a
majority of the outstanding voting securities of the Fund, on sixty (60) days
written notice to the Principal Underwriter; (ii) may be terminated without
penalty by the Principal Underwriter on sixty (60) days written notice to the
Fund; and (iii) shall immediately terminate in the event of its ass iqnment.
11. The Principal Underwriter agrees that it will not take either a short
or long position with respect to shares of the Fund; that it will not place
orders for more shares than are required to fill the requests received by it
as agent of the Fund; and that it will expeditiously transmit all such orders
to the Fund.
12. Nothing contained in this Agreement shall be deemed to protect the
Principal Underwriter against any liability to the Fund or to its securities
holders to which the Principal Underwriter would otherwise be subject by
reason of willful misfeasance, bad faith, or gross negligence in the
performance of its duties hereunder, or by reason of its reckless disregard
of its obligations and duties hereunder.
13. This Agreement shall become effective on the date first above written,
and continue in effect through the 31st day of October, 1994 and thereafter
shall continue automatically for successive annual periods ending with each
31st day of October, provided that such continuance is specifically approved
at least annually by the Board of Directors or by vote of a majority of the
outstanding voting securities of the Fund and provided further that this
Agreement or any renewal thereof shall be approved by the vote of 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.
UMB WORLDWIDE FUND, INC.
By /s/Larry D. Armel
Larry D. Armel
President
ATTEST:
/s/Martin A. Cramer
Martin A. Cramer
Asst. Secretary
JONES & BABSON, INC.
By /s/Larry D. Armel
Larry D. Armel
President
ATTEST:
/s/Martin A. Cramer
Martin A. Cramer
Asst. Secretary
3 OF 3 PAGES
EX99.23(e)(3)
UNDERWRITING AGREEMENT
Between
UMB MONEY MARKET FUND, INC.
and
JONES & BABSON, INC.
THIS AGREEMENT, made and entered into this 30th day of September, 1993, by
and between UMB MONEY MARKET FUND FUND, INC. (a Maryland corporation,
hereinafter referred to as the "Fund") and JONES & BABSON, Inc. (a Missouri
corporation, hereinafter referred to as "Principal Underwriter")
1. Subject to the provisions of its Certificate of Incorporation and By-
Laws, copies of which have been delivered to and are acknowledged by the
Principal Underwriter, the Board of Directors of the Fund hereby appoint the
firm of Jones & Babson, Inc. as the Principal Underwriter and sole
distributor of the shares of the Fund, except for shares which the Fund may
elect pursuant to authority of its Board of Directors to issue direct to
registered owners, which shall include by definition but not by limitation
stock issued by virtue of reinvestment of dividends, or as the result of a
splitting of shares, or as the result of the Fund merging or consolidating
with another organization, or in return for acquisition of assets, or as the
result of shares issued in connection with a contractual plan for which the
Fund is the underlying investment, or for the purpose of complying with the
registration laws of a particular state or jurisdiction.
2. In consideration of its appointment under this Agreement as Principal
Underwriter, Jones & Babson, Inc. agrees to pay all costs of all management,
supervisory and administrative services required in the normal operation of
the Fund. This includes investment management and supervision; fees of the
custodian, independent public accountants and legal counsel; remuneration of
directors, officers and other personnel; rent; shareholder services,
including the maintenance of the shareholder accounting system and transfer
agency; and such other items as are incidental to corporate administration.
Not considered normal operating expenses and therefore payable by the Fund,
are taxes, interest, fees and other charges of governments and their agencies
including the cost of qualifying the Fund's shares for sale in any
jurisdiction, brokerage costs, dues and all extraordinary costs and expenses
including but not limited to 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.
3. The Fund agrees to prepare and file registration statements with the
Securities and Exchange Commission and the Securities Departments of the
various states and other jurisdictions in
1 OF 3 PAGES
which the shares may be offered, and do such other things and to take such
other actions as may be mutually agreed upon by and between the parties as
shall be reasonably necessary in order to effect the registration and the
sale of the Fund's' shares.
4. The Principal Underwriter agrees to place its full facilities at the
disposal of the Fund and to assist and cooperate fully with respect to the
registration and qualification of the Fund's shares, as well as perform all
functions required in connection with any offering including, but not limited
to, the creation and preparation of literature, advertising, and any other
promotional material for the purpose of selling the Fund's shares.
5. Jones & Babson, Inc. will act as agent of the Fund and not
as principal in the solicitation and sale of the shares of the
Fund unless expressly agreed to in writing by the Principal
Underwriter and the Fund.
6. Normally, the Fund shall not exercise any direction or control over the
time and place of solicitation, the persons to be solicited, or the manner of
solicitation; but the Principal Underwriter agrees that solicitations shall
be in a form acceptable to the Fund and shall be subject to such terms and
conditions as may be prescribed from time to time by the Fund, the
Registration Statement, the Prospectus, the Certificate of Incorporation, and
By-Laws of the Fund, and shall not violate any provision of the laws of the
United States or of any other jurisdiction to which solicitations are
subject, or violate any rule or regulation promulgated by any lawfully
constituted authority to which the Fund or Principal Underwriter may be
subject.
7. The Fund agrees to issue new shares direct to the registered owner
pursuant to this Agreement and according to instructions from the Principal
Underwriter, subject to the net asset value of such shares next effective
after acceptance of the order by the Fund and as more fully set out in
paragraph 8.
8. The Fund hereby authorizes the Principal Underwriter to sell its shares
in accordance with the following schedule of prices:
The applicable price will be the net asset value per share next
effective after receipt and acceptance by the Fund of a proper offer to
purchase, determined in accordance with the Certificate of
Incorporation, By-Laws, Registration Statement and Prospectus of the
Fund.
9. The Fund agrees that, as long as this Agreement is in effect, it will
not authorize anyone else to offer or solicit applications for shares of the
Fund and will not accept any such application if submitted by or through
anyone other than the Principal Underwriter, unless the Principal Underwriter
shall first have agreed in writing to such authorization.
2 OF 3 PAGES
10. This Agreement (i) may be terminated without the payment of any
penalty, either by vote of the Board of Directors of the Fund or by vote of a
majority of the outstanding voting securities of the Fund, on sixty (60) days
written notice to the Principal Underwriter; (ii) may be terminated without
penalty by the Principal Underwriter on sixty (60) days written notice to the
Fund; and (iii) shall immediately terminate in the event of its ass iqnment.
11. The Principal Underwriter agrees that it will not take either a short
or long position with respect to shares of the Fund; that it will not place
orders for more shares than are required to fill the requests received by it
as agent of the Fund; and that it will expeditiously transmit all such orders
to the Fund.
12. Nothing contained in this Agreement shall be deemed to protect the
Principal Underwriter against any liability to the Fund or to its securities
holders to which the Principal Underwriter would otherwise be subject by
reason of willful misfeasance, bad faith, or gross negligence in the
performance of its duties hereunder, or by reason of its reckless disregard
of its obligations and duties hereunder.
13. This Agreement shall become effective on the date first above written,
and continue in effect through the 31st day of October, 1994 and thereafter
shall continue automatically for successive annual periods ending with each
31st day of October, provided that such continuance is specifically approved
at least annually by the Board of Directors or by vote of a majority of the
outstanding voting securities of the Fund and provided further that this
Agreement or any renewal thereof shall be approved by the vote of 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.
UMB MONEY MARKET FUND, INC.
By /s/Larry D. Armel
Larry D. Armel
President
ATTEST:
/s/Martin A. Cramer
Martin A. Cramer
Asst. Secretary
JONES & BABSON, INC.
By /s/Larry D. Armel
Larry D. Armel
President
ATTEST:
/s/Martin A. Cramer
Martin A. Cramer
Asst. Secretary
3 OF 3 PAGES
<PAGE>
EX99.23(e)(4)
UNDERWRITING AGREEMENT
Between
UMB TAX-FREE MONEY MARKET FUND, INC.
and
JONES & BABSON, INC.
THIS AGREEMENT, made and entered into this 30th day of September, 1993, by
and between UMB TAX-FREE MONEY MARKET FUND FUND, INC. (a Maryland corporation,
hereinafter referred to as the "Fund") and JONES & BABSON, Inc. (a Missouri
corporation, hereinafter referred to as "Principal Underwriter")
1. Subject to the provisions of its Certificate of Incorporation and By-
Laws, copies of which have been delivered to and are acknowledged by the
Principal Underwriter, the Board of Directors of the Fund hereby appoint the
firm of Jones & Babson, Inc. as the Principal Underwriter and sole
distributor of the shares of the Fund, except for shares which the Fund may
elect pursuant to authority of its Board of Directors to issue direct to
registered owners, which shall include by definition but not by limitation
stock issued by virtue of reinvestment of dividends, or as the result of a
splitting of shares, or as the result of the Fund merging or consolidating
with another organization, or in return for acquisition of assets, or as the
result of shares issued in connection with a contractual plan for which the
Fund is the underlying investment, or for the purpose of complying with the
registration laws of a particular state or jurisdiction.
2. In consideration of its appointment under this Agreement as Principal
Underwriter, Jones & Babson, Inc. agrees to pay all costs of all management,
supervisory and administrative services required in the normal operation of
the Fund. This includes investment management and supervision; fees of the
custodian, independent public accountants and legal counsel; remuneration of
directors, officers and other personnel; rent; shareholder services,
including the maintenance of the shareholder accounting system and transfer
agency; and such other items as are incidental to corporate administration.
Not considered normal operating expenses and therefore payable by the Fund,
are taxes, interest, fees and other charges of governments and their agencies
including the cost of qualifying the Fund's shares for sale in any
jurisdiction, brokerage costs, dues and all extraordinary costs and expenses
including but not limited to 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.
3. The Fund agrees to prepare and file registration statements with the
Securities and Exchange Commission and the Securities Departments of the
various states and other jurisdictions in
1 OF 3 PAGES
which the shares may be offered, and do such other things and to take such
other actions as may be mutually agreed upon by and between the parties as
shall be reasonably necessary in order to effect the registration and the
sale of the Fund's' shares.
4. The Principal Underwriter agrees to place its full facilities at the
disposal of the Fund and to assist and cooperate fully with respect to the
registration and qualification of the Fund's shares, as well as perform all
functions required in connection with any offering including, but not limited
to, the creation and preparation of literature, advertising, and any other
promotional material for the purpose of selling the Fund's shares.
5. Jones & Babson, Inc. will act as agent of the Fund and not
as principal in the solicitation and sale of the shares of the
Fund unless expressly agreed to in writing by the Principal
Underwriter and the Fund.
6. Normally, the Fund shall not exercise any direction or control over the
time and place of solicitation, the persons to be solicited, or the manner of
solicitation; but the Principal Underwriter agrees that solicitations shall
be in a form acceptable to the Fund and shall be subject to such terms and
conditions as may be prescribed from time to time by the Fund, the
Registration Statement, the Prospectus, the Certificate of Incorporation, and
By-Laws of the Fund, and shall not violate any provision of the laws of the
United States or of any other jurisdiction to which solicitations are
subject, or violate any rule or regulation promulgated by any lawfully
constituted authority to which the Fund or Principal Underwriter may be
subject.
7. The Fund agrees to issue new shares direct to the registered owner
pursuant to this Agreement and according to instructions from the Principal
Underwriter, subject to the net asset value of such shares next effective
after acceptance of the order by the Fund and as more fully set out in
paragraph 8.
8. The Fund hereby authorizes the Principal Underwriter to sell its shares
in accordance with the following schedule of prices:
The applicable price will be the net asset value per share next
effective after receipt and acceptance by the Fund of a proper offer to
purchase, determined in accordance with the Certificate of
Incorporation, By-Laws, Registration Statement and Prospectus of the
Fund.
9. The Fund agrees that, as long as this Agreement is in effect, it will
not authorize anyone else to offer or solicit applications for shares of the
Fund and will not accept any such application if submitted by or through
anyone other than the Principal Underwriter, unless the Principal Underwriter
shall first have agreed in writing to such authorization.
2 OF 3 PAGES
10. This Agreement (i) may be terminated without the payment of any
penalty, either by vote of the Board of Directors of the Fund or by vote of a
majority of the outstanding voting securities of the Fund, on sixty (60) days
written notice to the Principal Underwriter; (ii) may be terminated without
penalty by the Principal Underwriter on sixty (60) days written notice to the
Fund; and (iii) shall immediately terminate in the event of its ass iqnment.
11. The Principal Underwriter agrees that it will not take either a short
or long position with respect to shares of the Fund; that it will not place
orders for more shares than are required to fill the requests received by it
as agent of the Fund; and that it will expeditiously transmit all such orders
to the Fund.
12. Nothing contained in this Agreement shall be deemed to protect the
Principal Underwriter against any liability to the Fund or to its securities
holders to which the Principal Underwriter would otherwise be subject by
reason of willful misfeasance, bad faith, or gross negligence in the
performance of its duties hereunder, or by reason of its reckless disregard
of its obligations and duties hereunder.
13. This Agreement shall become effective on the date first above written,
and continue in effect through the 31st day of October, 1994 and thereafter
shall continue automatically for successive annual periods ending with each
31st day of October, provided that such continuance is specifically approved
at least annually by the Board of Directors or by vote of a majority of the
outstanding voting securities of the Fund and provided further that this
Agreement or any renewal thereof shall be approved by the vote of 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.
UMB TAX-FREE MONEY MARKET FUND, INC.
By /s/Larry D. Armel
Larry D. Armel
President
ATTEST:
/s/Martin A. Cramer
Martin A. Cramer
Asst. Secretary
JONES & BABSON, INC.
By /s/Larry D. Armel
Larry D. Armel
President
ATTEST:
/s/Martin A. Cramer
Martin A. Cramer
Asst. Secretary
3 OF 3 PAGES
EX99.23(e)(5)(A)
UNDERWRITING AGREEMENT
Between
UMB BALANCED FUND, INC.
and
JONES & BABSON, INC.
THIS AGREEMENT, made and entered into this 6th day of December,
1995, by and between SCOUT BALANCED FUND, INC. (a Maryland
corporation, hereinafter referred to as the "Fund"), and JONES &
BABSON, INC. (a Missouri corporation, hereinafter referred to as
"Principal Underwriter")
1. Subject to the provisions of its Certificate of
Incorporation and By-Laws, copies of which have been delivered
to and are acknowledged by the Principal Underwriter, the Board
of Directors of the Fund hereby appoint the firm of Jones &
Babson, Inc. as the Principal Underwriter and sole distributor
of the shares of the Fund, except for shares which the Fund may
elect pursuant to authority of its Board of Directors to issue
direct to registered owners, which shall include by definition
but not by limitation stock issued by virtue of reinvestment of
dividends, or as the result of a splitting of shares, or as the
result of the Fund merging or consolidating with another
organization, or in return for acquisition of assets, or as the
result of shares issued in connection with a contractual plan
for which the Fund is the underlying investment, or for the
purpose of complying with the registration laws of a particular
state or jurisdiction.
2. In consideration of its appointment under this Agreement as
Principal Underwriter, Jones & Babson, Inc. agrees to pay all
costs of all management, supervisory and administrative services
required in the normal operation of the Fund. This includes
investment management and supervision; fees of the custodian,
independent public accountants and legal counsel; remuneration
of directors, officers and other personnel; rent; shareholder
services, including the maintenance of the shareholder
accounting system and transfer agency; and such other items as
are incidental to corporate administration. Not considered
normal operating expenses and therefore payable by the Fund, are
taxes, interest, fees and other charges of governments and their
1 OF 4 PAGES
agencies including the cost of qualifying the Fund's shares for
sale in any jurisdiction, brokerage costs, dues and all
extraordinary costs and expenses including but not limited to
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.
3. The Fund agrees to prepare and file registration statements
with the Securities and Exchange Commission and the Securities
Departments of the various states and other jurisdictions in
which the shares may be offered, and do such other things and to
take such other actions as may be mutually agreed upon by and
between the parties as shall be reasonably necessary in order to
effect the registration and the sale of the Fund's shares.
4. The Principal Underwriter agrees to place its full
facilities at the disposal of the Fund and to assist and
cooperate fully with respect to the registration and
qualification of the Fund's shares, as well as perform all
functions required in connection with any offering including,
but not limited to, the creation and preparation of literature,
advertising, and any other promotional material for the purpose
of selling the Fund's shares.
5. Jones & Babson, Inc. will act as agent of the Fund and not
as principal in the solicitation and sale of the shares of the
Fund unless expressly agreed to in writing by the Principal
Underwriter and the Fund.
6. Normally, the Fund shall not exercise any direction or
control over the time and place of solicitation, the persons to
be solicited, or the manner of solicitation; but the Principal
Underwriter agrees that solicitations shall be in a form
acceptable to the Fund and shall be subject to such terms and
conditions as may be prescribed from time to time by the Fund,
the Registration Statement, the Prospectus, the Certificate of
Incorporation, and By-Laws of the Fund, and shall not violate
any provision of the laws of the United States or of any other
jurisdiction to which solicitations are subject, or violate any
rule or regulation promulgated by any lawfully constituted
authority to which the Fund or Principal Underwriter may be
subject.
2 OF 4 PAGES
7. The Fund agrees to issue new shares direct to the
registered owner pursuant to this Agreement and according to
instructions from the Principal Underwriter, subject to the net
asset value of such shares next effective after acceptance of
the order by the Fund and as more fully set out in paragraph 8.
8. The Fund hereby authorizes the Principal Underwriter to
sell its shares in accordance with the following schedule of
prices:
The applicable price will be the net asset value per share
next effective after receipt and acceptance by the Fund of
a proper offer to purchase, determined in accordance with
the Certificate of Incorporation, By-Laws, Registration
Statement and Prospectus of the Fund.
9. The Fund agrees that, as long as this Agreement is in
effect, it will not authorize anyone else to offer or solicit
applications for shares of the Fund and will not accept any such
application if submitted by or through anyone other than the
Principal Underwriter, unless the Principal Underwriter shall
first have agreed in writing to such authorization.
10. This Agreement (i) may be terminated without the payment of
any penalty, either by vote of the Board of Directors of the
Fund or by vote of a majority of the outstanding voting
securities of the Fund, on sixty (60) days written notice to the
Principal Underwriter; (ii) may be terminated without penalty by
the Principal Underwriter on sixty (60) days written notice to
the Fund; and (iii) shall immediately terminate in the event of
its assignment.
11. The Principal Underwriter agrees that it will not take
either a short or long position with respect to shares of the
Fund; that it will not place orders for more shares than are
required to fill the requests received by it as agent of the
Fund; and that it will expeditiously transmit all such orders to
the Fund.
12. Nothing contained in this Agreement shall be deemed to
protect the Principal Underwriter against any liability to the
Fund or to its securities holders to which the Principal
Underwriter would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance
of its duties hereunder, or by reason of its reckless disregard
of its obligations and duties hereunder.
3 OF 4 PAGES
13. This Agreement shall become effective on the date first
above written, and continue in effect through the 31st day of
October, 1996 and thereafter shall continue automatically for
successive annual periods ending with each 31st day of October,
provided that such continuance is specifically approved at least
annually by the Board of Directors or by vote of a majority of
the outstanding voting securities of the Fund and provided
further that this Agreement or any renewal thereof shall be
approved by the vote of 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.
SCOUT BALANCED FUND, INC.
By /s/Larry D. Armel
Larry D. Armel
President
ATTEST:
/s/Martin A. Cramer
Martin A. Cramer
Secretary
JONES & BABSON, INC.
By /s/Larry D. Armel
Larry D. Armel
President
ATTEST:
/s/Martin A. Cramer
Martin A. Cramer
Secretary
4 OF 4 PAGES
EX99.23(e)(6)
UNDERWRITING AGREEMENT
Between
UMB HEARTLAND FUND, INC.
and
JONES & BABSON, INC.
THIS AGREEMENT, made and entered into this 30th day of September, 1993, by
and between UMB HEARTLAND FUND FUND, INC. (a Maryland corporation, hereinafter
referred to as the "Fund") and JONES & BABSON, Inc. (a Missouri corporation,
hereinafter referred to as "Principal Underwriter")
1. Subject to the provisions of its Certificate of Incorporation and By-
Laws, copies of which have been delivered to and are acknowledged by the
Principal Underwriter, the Board of Directors of the Fund hereby appoint the
firm of Jones & Babson, Inc. as the Principal Underwriter and sole
distributor of the shares of the Fund, except for shares which the Fund may
elect pursuant to authority of its Board of Directors to issue direct to
registered owners, which shall include by definition but not by limitation
stock issued by virtue of reinvestment of dividends, or as the result of a
splitting of shares, or as the result of the Fund merging or consolidating
with another organization, or in return for acquisition of assets, or as the
result of shares issued in connection with a contractual plan for which the
Fund is the underlying investment, or for the purpose of complying with the
registration laws of a particular state or jurisdiction.
2. In consideration of its appointment under this Agreement as Principal
Underwriter, Jones & Babson, Inc. agrees to pay all costs of all management,
supervisory and administrative services required in the normal operation of
the Fund. This includes investment management and supervision; fees of the
custodian, independent public accountants and legal counsel; remuneration of
directors, officers and other personnel; rent; shareholder services,
including the maintenance of the shareholder accounting system and transfer
agency; and such other items as are incidental to corporate administration.
Not considered normal operating expenses and therefore payable by the Fund,
are taxes, interest, fees and other charges of governments and their agencies
including the cost of qualifying the Fund's shares for sale in any
jurisdiction, brokerage costs, dues and all extraordinary costs and expenses
including but not limited to 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.
3. The Fund agrees to prepare and file registration statements with the
Securities and Exchange Commission and the Securities Departments of the
various states and other jurisdictions in
1 OF 3 PAGES
which the shares may be offered, and do such other things and to take such
other actions as may be mutually agreed upon by and between the parties as
shall be reasonably necessary in order to effect the registration and the
sale of the Fund's' shares.
4. The Principal Underwriter agrees to place its full facilities at the
disposal of the Fund and to assist and cooperate fully with respect to the
registration and qualification of the Fund's shares, as well as perform all
functions required in connection with any offering including, but not limited
to, the creation and preparation of literature, advertising, and any other
promotional material for the purpose of selling the Fund's shares.
5. Jones & Babson, Inc. will act as agent of the Fund and not
as principal in the solicitation and sale of the shares of the
Fund unless expressly agreed to in writing by the Principal
Underwriter and the Fund.
6. Normally, the Fund shall not exercise any direction or control over the
time and place of solicitation, the persons to be solicited, or the manner of
solicitation; but the Principal Underwriter agrees that solicitations shall
be in a form acceptable to the Fund and shall be subject to such terms and
conditions as may be prescribed from time to time by the Fund, the
Registration Statement, the Prospectus, the Certificate of Incorporation, and
By-Laws of the Fund, and shall not violate any provision of the laws of the
United States or of any other jurisdiction to which solicitations are
subject, or violate any rule or regulation promulgated by any lawfully
constituted authority to which the Fund or Principal Underwriter may be
subject.
7. The Fund agrees to issue new shares direct to the registered owner
pursuant to this Agreement and according to instructions from the Principal
Underwriter, subject to the net asset value of such shares next effective
after acceptance of the order by the Fund and as more fully set out in
paragraph 8.
8. The Fund hereby authorizes the Principal Underwriter to sell its shares
in accordance with the following schedule of prices:
The applicable price will be the net asset value per share next
effective after receipt and acceptance by the Fund of a proper offer to
purchase, determined in accordance with the Certificate of
Incorporation, By-Laws, Registration Statement and Prospectus of the
Fund.
9. The Fund agrees that, as long as this Agreement is in effect, it will
not authorize anyone else to offer or solicit applications for shares of the
Fund and will not accept any such application if submitted by or through
anyone other than the Principal Underwriter, unless the Principal Underwriter
shall first have agreed in writing to such authorization.
2 OF 3 PAGES
10. This Agreement (i) may be terminated without the payment of any
penalty, either by vote of the Board of Directors of the Fund or by vote of a
majority of the outstanding voting securities of the Fund, on sixty (60) days
written notice to the Principal Underwriter; (ii) may be terminated without
penalty by the Principal Underwriter on sixty (60) days written notice to the
Fund; and (iii) shall immediately terminate in the event of its ass iqnment.
11. The Principal Underwriter agrees that it will not take either a short
or long position with respect to shares of the Fund; that it will not place
orders for more shares than are required to fill the requests received by it
as agent of the Fund; and that it will expeditiously transmit all such orders
to the Fund.
12. Nothing contained in this Agreement shall be deemed to protect the
Principal Underwriter against any liability to the Fund or to its securities
holders to which the Principal Underwriter would otherwise be subject by
reason of willful misfeasance, bad faith, or gross negligence in the
performance of its duties hereunder, or by reason of its reckless disregard
of its obligations and duties hereunder.
13. This Agreement shall become effective on the date first above written,
and continue in effect through the 31st day of October, 1994 and thereafter
shall continue automatically for successive annual periods ending with each
31st day of October, provided that such continuance is specifically approved
at least annually by the Board of Directors or by vote of a majority of the
outstanding voting securities of the Fund and provided further that this
Agreement or any renewal thereof shall be approved by the vote of 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.
UMB HEARTLAND FUND, INC.
By /s/Larry D. Armel
Larry D. Armel
President
ATTEST:
/s/Martin A. Cramer
Martin A. Cramer
Asst. Secretary
JONES & BABSON, INC.
By /s/Larry D. Armel
Larry D. Armel
President
ATTEST:
/s/Martin A. Cramer
Martin A. Cramer
Asst. Secretary
3 OF 3 PAGES
EX99.23(e)(7)
UNDERWRITING AGREEMENT
Between
UMB BOND FUND, INC.
and
JONES & BABSON, INC.
THIS AGREEMENT, made and entered into this 30th day of September, 1993, by
and between UMB BOND FUND FUND, INC. (a Maryland corporation, hereinafter
referred to as the "Fund") and JONES & BABSON, Inc. (a Missouri corporation,
hereinafter referred to as "Principal Underwriter")
1. Subject to the provisions of its Certificate of Incorporation and By-
Laws, copies of which have been delivered to and are acknowledged by the
Principal Underwriter, the Board of Directors of the Fund hereby appoint the
firm of Jones & Babson, Inc. as the Principal Underwriter and sole
distributor of the shares of the Fund, except for shares which the Fund may
elect pursuant to authority of its Board of Directors to issue direct to
registered owners, which shall include by definition but not by limitation
stock issued by virtue of reinvestment of dividends, or as the result of a
splitting of shares, or as the result of the Fund merging or consolidating
with another organization, or in return for acquisition of assets, or as the
result of shares issued in connection with a contractual plan for which the
Fund is the underlying investment, or for the purpose of complying with the
registration laws of a particular state or jurisdiction.
2. In consideration of its appointment under this Agreement as Principal
Underwriter, Jones & Babson, Inc. agrees to pay all costs of all management,
supervisory and administrative services required in the normal operation of
the Fund. This includes investment management and supervision; fees of the
custodian, independent public accountants and legal counsel; remuneration of
directors, officers and other personnel; rent; shareholder services,
including the maintenance of the shareholder accounting system and transfer
agency; and such other items as are incidental to corporate administration.
Not considered normal operating expenses and therefore payable by the Fund,
are taxes, interest, fees and other charges of governments and their agencies
including the cost of qualifying the Fund's shares for sale in any
jurisdiction, brokerage costs, dues and all extraordinary costs and expenses
including but not limited to 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.
3. The Fund agrees to prepare and file registration statements with the
Securities and Exchange Commission and the Securities Departments of the
various states and other jurisdictions in
1 OF 3 PAGES
which the shares may be offered, and do such other things and to take such
other actions as may be mutually agreed upon by and between the parties as
shall be reasonably necessary in order to effect the registration and the
sale of the Fund's' shares.
4. The Principal Underwriter agrees to place its full facilities at the
disposal of the Fund and to assist and cooperate fully with respect to the
registration and qualification of the Fund's shares, as well as perform all
functions required in connection with any offering including, but not limited
to, the creation and preparation of literature, advertising, and any other
promotional material for the purpose of selling the Fund's shares.
5. Jones & Babson, Inc. will act as agent of the Fund and not
as principal in the solicitation and sale of the shares of the
Fund unless expressly agreed to in writing by the Principal
Underwriter and the Fund.
6. Normally, the Fund shall not exercise any direction or control over the
time and place of solicitation, the persons to be solicited, or the manner of
solicitation; but the Principal Underwriter agrees that solicitations shall
be in a form acceptable to the Fund and shall be subject to such terms and
conditions as may be prescribed from time to time by the Fund, the
Registration Statement, the Prospectus, the Certificate of Incorporation, and
By-Laws of the Fund, and shall not violate any provision of the laws of the
United States or of any other jurisdiction to which solicitations are
subject, or violate any rule or regulation promulgated by any lawfully
constituted authority to which the Fund or Principal Underwriter may be
subject.
7. The Fund agrees to issue new shares direct to the registered owner
pursuant to this Agreement and according to instructions from the Principal
Underwriter, subject to the net asset value of such shares next effective
after acceptance of the order by the Fund and as more fully set out in
paragraph 8.
8. The Fund hereby authorizes the Principal Underwriter to sell its shares
in accordance with the following schedule of prices:
The applicable price will be the net asset value per share next
effective after receipt and acceptance by the Fund of a proper offer to
purchase, determined in accordance with the Certificate of
Incorporation, By-Laws, Registration Statement and Prospectus of the
Fund.
9. The Fund agrees that, as long as this Agreement is in effect, it will
not authorize anyone else to offer or solicit applications for shares of the
Fund and will not accept any such application if submitted by or through
anyone other than the Principal Underwriter, unless the Principal Underwriter
shall first have agreed in writing to such authorization.
2 OF 3 PAGES
10. This Agreement (i) may be terminated without the payment of any
penalty, either by vote of the Board of Directors of the Fund or by vote of a
majority of the outstanding voting securities of the Fund, on sixty (60) days
written notice to the Principal Underwriter; (ii) may be terminated without
penalty by the Principal Underwriter on sixty (60) days written notice to the
Fund; and (iii) shall immediately terminate in the event of its ass iqnment.
11. The Principal Underwriter agrees that it will not take either a short
or long position with respect to shares of the Fund; that it will not place
orders for more shares than are required to fill the requests received by it
as agent of the Fund; and that it will expeditiously transmit all such orders
to the Fund.
12. Nothing contained in this Agreement shall be deemed to protect the
Principal Underwriter against any liability to the Fund or to its securities
holders to which the Principal Underwriter would otherwise be subject by
reason of willful misfeasance, bad faith, or gross negligence in the
performance of its duties hereunder, or by reason of its reckless disregard
of its obligations and duties hereunder.
13. This Agreement shall become effective on the date first above written,
and continue in effect through the 31st day of October, 1994 and thereafter
shall continue automatically for successive annual periods ending with each
31st day of October, provided that such continuance is specifically approved
at least annually by the Board of Directors or by vote of a majority of the
outstanding voting securities of the Fund and provided further that this
Agreement or any renewal thereof shall be approved by the vote of 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.
UMB BOND FUND, INC.
By /s/Larry D. Armel
Larry D. Armel
President
ATTEST:
/s/Martin A. Cramer
Martin A. Cramer
Asst. Secretary
JONES & BABSON, INC.
By /s/Larry D. Armel
Larry D. Armel
President
ATTEST:
/s/Martin A. Cramer
Martin A. Cramer
Asst. Secretary
3 OF 3 PAGES
EX99.23(e)(8)
UNDERWRITING AGREEMENT
between
SCOUT CAPITAL PRESERVATION FUND, INC.
and
JONES & BABSON, INC.
THIS AGREEMENT, made and entered into this 23rd day of
February, 1998, by and between SCOUT CAPITAL PRESERVATION FUND,
INC., (a Maryland corporation, hereinafter referred to as the
"Fund") and JONES & BABSON, Inc. (a Missouri corporation,
hereinafter referred to as "Principal Underwriter").
1. Subject to the provisions of its Certificate of
Incorporation and By-Laws, copies of which have been delivered to
and are acknowledged by the Principal Underwriter, the Board of
Directors of the Fund hereby appoint the firm of Jones & Babson,
Inc. as the Principal Underwriter and sole distributor of the
shares of the Fund, except for shares which the Fund may elect
pursuant to authority of its Board of Directors to issue direct
to registered owners, which shall include by definition but not
by limitation stock issued by virtue of reinvestment of
dividends, or as the result of a splitting of shares, or as the
result of the Fund merging or consolidating with another
organization, or in return for acquisition of assets, or as the
result of shares issued in connection with a contractual plan for
which the Fund is the underlying investment, or for the purpose
of complying with the registration laws of a particular state or
jurisdiction.
2. In consideration of its appointment under this
Agreement as Principal Underwriter, Jones & Babson, Inc. agrees
to pay certain costs related to all costs of all management,
supervisory and administrative services required in the normal
operation of the Fund. This includes investment management and
supervision; fees of the custodian, independent public
accountants and legal counsel; remuneration of directors,
officers and other personnel; rent; shareholder services,
including the maintenance of the shareholder accounting system
and transfer agency; and such other items as are incidental to
corporate administration. Not considered normal operating
expenses and therefore payable by the Fund, are taxes, interest,
fees and other charges of governments and their agencies
including the cost of qualifying the Fund's shares for sale in
any jurisdiction, brokerage costs, dues and all extraordinary
costs and expenses including but not limited to 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.
3. The Fund agrees to prepare and file registration
statements with the Securities and Exchange Commission and the
Securities Departments of the various states and other
jurisdictions in which the shares may be offered, and do such
other things and to take such other actions as may be mutually
agreed upon by and between the parties as shall be reasonably
necessary in order to effect the registration and the sale of the
Fund's shares.
Page 1 of 3
4. The Principal Underwriter agrees to place its full
facilities at the disposal of the Fund and to assist and
cooperate fully with respect to the registration and
qualification of the Fund's shares, as well as perform all
functions required in connection with any offering including, but
not limited to, the creation and preparation of literature,
advertising, and any other promotional material for the purpose
of selling the Fund's shares.
5. Jones & Babson, Inc. will act as agent of the Fund and
not as principal in the solicitation and sale of the shares of
the Fund unless expressly agreed to in writing by the Principal
Underwriter and the Fund.
6. Normally, the Fund shall not exercise any direction or
control over the time and place of solicitation, the persons to
be solicited, or the manner of solicitation; but the Principal
Underwriter agrees that solicitations shall be in a form
acceptable to the Fund and shall be subject to such terms and
conditions as may be prescribed from time to time by the Fund,
the Registration Statement, the Prospectus, the Certificate of
Incorporation, and By-Laws of the Fund, and shall not violate any
provision of the laws of the United States or of any other
jurisdiction to which solicitations are subject, or violate any
rule or regulation promulgated by any lawfully constituted
authority to which the Fund or Principal Underwriter may be
subject.
7. The Fund agrees to issue new shares direct to the
registered owner pursuant to this Agreement and according to
instructions from the Principal Underwriter, subject to the net
asset value of such shares next effective after acceptance of the
order by the Fund and as more fully set out in paragraph 8.
8. The Fund hereby authorizes the Principal Underwriter to
sell its shares in accordance with the following schedule of
prices:
The applicable price will be the net asset value per
share next effective after receipt and acceptance by the
Fund of a proper offer to purchase, determined in accordance
with the Certificate of Incorporation, By-Laws, Registration
Statement and Prospectus of the Fund.
9. The Fund agrees that, as long as this Agreement is in
effect, it will not authorize anyone else to offer or solicit
applications for shares of the Fund and will not accept any such
application if submitted by or through anyone other than the
Principal Underwriter, unless the Principal Underwriter shall
first have agreed in writing to such authorization.
10. This Agreement (i) may be terminated without the
payment of any penalty, either by vote of the Board of Directors
of the Fund or by vote of a majority of the outstanding voting
securities of the Fund, on sixty (60) days written notice to the
Principal Underwriter; (ii) may be terminated without penalty by
the Principal
Page 2 of 3
Underwriter on sixty (60) days written notice to
the Fund; and (iii) shall immediately terminate in the event of
its assignment.
11. The Principal Underwriter agrees that it will not take
either a short or long position with respect to shares of the
Fund; that it will not place orders for more shares than are
required to fill the requests received by it as agent of the
Fund; and that it will expeditiously transmit all such orders to
the Fund.
12. Nothing contained in this Agreement shall be deemed to
protect the Principal Underwriter against any liability to the
Fund or to its securities holders to which the Principal
Underwriter would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of
its duties hereunder, or by reason of its reckless disregard of
its obligations and duties hereunder.
13. This Agreement shall become effective on the date first
above written, and continue in effect through the 31st day of
October, 1999 and thereafter shall continue automatically for
successive annual periods ending with each 31st day of October,
provided that such continuance is specifically approved at least
annually by the Board of Directors or by vote of a majority of
the outstanding voting securities of the Fund and provided
further that this Agreement or any renewal thereof shall be
approved by the vote of 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.
SCOUT CAPITAL PRESERVATION FUND, INC.
By /s/Larry D. Armel
Larry D. Armel
President
ATTEST:
/s/Martin A. Cramer
Martin A. Cramer
Secretary
JONES & BABSON, INC.
By /s/Larry D. Armel
Larry D. Armel
President
ATTEST:
/s/Martin A. Cramer
Martin A. Cramer
Secretary
Page 3 of 3
EX99.23(e)(9)
UNDERWRITING AGREEMENT
between
SCOUT KANSAS TAX-EXEMPT BOND FUND, INC.
and
JONES & BABSON, INC.
THIS AGREEMENT, made and entered into this 23rd day of
February, 1998, by and between SCOUT KANSAS TAX-EXEMPT BOND FUND,
INC., (a Maryland corporation, hereinafter referred to as the
"Fund") and JONES & BABSON, Inc. (a Missouri corporation,
hereinafter referred to as "Principal Underwriter").
1. Subject to the provisions of its Certificate of
Incorporation and By-Laws, copies of which have been delivered to
and are acknowledged by the Principal Underwriter, the Board of
Directors of the Fund hereby appoint the firm of Jones & Babson,
Inc. as the Principal Underwriter and sole distributor of the
shares of the Fund, except for shares which the Fund may elect
pursuant to authority of its Board of Directors to issue direct
to registered owners, which shall include by definition but not
by limitation stock issued by virtue of reinvestment of
dividends, or as the result of a splitting of shares, or as the
result of the Fund merging or consolidating with another
organization, or in return for acquisition of assets, or as the
result of shares issued in connection with a contractual plan for
which the Fund is the underlying investment, or for the purpose
of complying with the registration laws of a particular state or
jurisdiction.
2. In consideration of its appointment under this
Agreement as Principal Underwriter, Jones & Babson, Inc. agrees
to pay certain costs related to all costs of all management,
supervisory and administrative services required in the normal
operation of the Fund. This includes investment management and
supervision; fees of the custodian, independent public
accountants and legal counsel; remuneration of directors,
officers and other personnel; rent; shareholder services,
including the maintenance of the shareholder accounting system
and transfer agency; and such other items as are incidental to
corporate administration. Not considered normal operating
expenses and therefore payable by the Fund, are taxes, interest,
fees and other charges of governments and their agencies
including the cost of qualifying the Fund's shares for sale in
any jurisdiction, brokerage costs, dues and all extraordinary
costs and expenses including but not limited to 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.
3. The Fund agrees to prepare and file registration
statements with the Securities and Exchange Commission and the
Securities Departments of the various states and other
jurisdictions in which the shares may be offered, and do such
other things and to take such other actions as may be mutually
agreed upon by and between the parties as shall be reasonably
necessary in order to effect the registration and the sale of the
Fund's shares.
Page 1 of 3
4. The Principal Underwriter agrees to place its full
facilities at the disposal of the Fund and to assist and
cooperate fully with respect to the registration and
qualification of the Fund's shares, as well as perform all
functions required in connection with any offering including, but
not limited to, the creation and preparation of literature,
advertising, and any other promotional material for the purpose
of selling the Fund's shares.
5. Jones & Babson, Inc. will act as agent of the Fund and
not as principal in the solicitation and sale of the shares of
the Fund unless expressly agreed to in writing by the Principal
Underwriter and the Fund.
6. Normally, the Fund shall not exercise any direction or
control over the time and place of solicitation, the persons to
be solicited, or the manner of solicitation; but the Principal
Underwriter agrees that solicitations shall be in a form
acceptable to the Fund and shall be subject to such terms and
conditions as may be prescribed from time to time by the Fund,
the Registration Statement, the Prospectus, the Certificate of
Incorporation, and By-Laws of the Fund, and shall not violate any
provision of the laws of the United States or of any other
jurisdiction to which solicitations are subject, or violate any
rule or regulation promulgated by any lawfully constituted
authority to which the Fund or Principal Underwriter may be
subject.
7. The Fund agrees to issue new shares direct to the
registered owner pursuant to this Agreement and according to
instructions from the Principal Underwriter, subject to the net
asset value of such shares next effective after acceptance of the
order by the Fund and as more fully set out in paragraph 8.
8. The Fund hereby authorizes the Principal Underwriter to
sell its shares in accordance with the following schedule of
prices:
The applicable price will be the net asset value per
share next effective after receipt and acceptance by the
Fund of a proper offer to purchase, determined in accordance
with the Certificate of Incorporation, By-Laws, Registration
Statement and Prospectus of the Fund.
9. The Fund agrees that, as long as this Agreement is in
effect, it will not authorize anyone else to offer or solicit
applications for shares of the Fund and will not accept any such
application if submitted by or through anyone other than the
Principal Underwriter, unless the Principal Underwriter shall
first have agreed in writing to such authorization.
10. This Agreement (i) may be terminated without the
payment of any penalty, either by vote of the Board of Directors
of the Fund or by vote of a majority of the outstanding voting
securities of the Fund, on sixty (60) days written notice to the
Principal Underwriter; (ii) may be terminated without penalty by
the Principal
Page 2 of 3
Underwriter on sixty (60) days written notice to
the Fund; and (iii) shall immediately terminate in the event of
its assignment.
11. The Principal Underwriter agrees that it will not take
either a short or long position with respect to shares of the
Fund; that it will not place orders for more shares than are
required to fill the requests received by it as agent of the
Fund; and that it will expeditiously transmit all such orders to
the Fund.
12. Nothing contained in this Agreement shall be deemed to
protect the Principal Underwriter against any liability to the
Fund or to its securities holders to which the Principal
Underwriter would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of
its duties hereunder, or by reason of its reckless disregard of
its obligations and duties hereunder.
13. This Agreement shall become effective on the date first
above written, and continue in effect through the 31st day of
October, 1999 and thereafter shall continue automatically for
successive annual periods ending with each 31st day of October,
provided that such continuance is specifically approved at least
annually by the Board of Directors or by vote of a majority of
the outstanding voting securities of the Fund and provided
further that this Agreement or any renewal thereof shall be
approved by the vote of 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.
SCOUT KANSAS TAX-EXEMPT BOND FUND, INC.
By /s/Larry D. Armel
Larry D. Armel
President
ATTEST:
/s/Martin A. Cramer
Martin A. Cramer
Secretary
JONES & BABSON, INC.
By /s/Larry D. Armel
Larry D. Armel
President
ATTEST:
/s/Martin A. Cramer
Martin A. Cramer
Secretary
Page 3 of 3
CUSTODY AGREEMENT
Dated October 30, 1995
Between
UMB BANK, N.A.
and
THE SCOUT FUNDS
TABLE OF CONTENTS
SECTION PAGE
1. Appointment of Custodian 1
2. Definitions 1
(a) Securities 1
(b) Assets 2
(c) Instructions and Special Instructions 2
3. Delivery of Corporate Documents 2
4. Powers and Duties of Custodian and Domestic Subcustodian 3
(a) Safekeeping 4
(b) Manner of Holding Securities 4
(c) Free Delivery of Assets 5
(d) Exchange of Securities 6
(e) Purchases of Assets 6
(f) Sales of Assets 7
(g) Options 7
(h) Futures Contracts 8
(i) Segregated Accounts 9
(j) Depository Receipts 9
(k) Corporate Actions, Put Bonds, Called Bonds, Etc. 9
(l) Interest Bearing Deposits 10
(m) Foreign Exchange Transactions 10
(n) Pledges or Loans of Securities 11
(o) Stock Dividends, Rights, Etc. 12
(p) Routine Dealings 12
(q) Collections 12
(r) Bank Accounts 13
(s) Dividends, Distributions and Redemptions 13
(t) Proceeds from Shares Sold 13
(u) Proxies and Notices; Compliance with the Shareholders
Communication Act of 1985 13
(v) Books and Records 14
(w) Opinion of Fund's Independent Certified Public Accountants 14
(x) Reports by Independent Certified Public Accountants 14
(y) Bills and Others Disbursements 14
5. Subcustodians 15
(a) Domestic Subcustodians 15
(b) Foreign Subcustodians 15
(c) Interim Subcustodians 16
(d) Special Subcustodians 16
(e) Termination of a Subcustodian 17
(f) Certification Regarding Foreign Subcustodians 17
6. Standard of Care 17
(a) General Standard of Care 17
(b) Actions Prohibited by Applicable Law, Events Beyond
Custodian's Control, Armed 17
Conflict, Sovereign Risk, etc.
(c) Liability for Past Records 18
(d) Advice of Counsel 18
(e) Advice of the Fund and Others 18
(f) Instructions Appearing to be Genuine 18
(g) Exceptions from Liability 19
7. Liability of the Custodian for Actions of Others 19
(a) Domestic Subcustodians 19
(b) Liability for Acts and Omissions of Foreign Subcustodians 19
(c) Securities Systems, Interim Subcustodians, Special
Subcustodians, Securities 20
Depositories and Clearing Agencies
(d) Defaults or Insolvencies of Brokers, Banks, Etc. 20
(e) Reimbursement of Expenses 20
8. Indemnification 20
(a) Indemnification by Fund 20
(b) Indemnification by Custodian 21
9. Advances 21
10. Liens 21
11. Compensation 22
12. Powers of Attorney 22
13. Termination and Assignment 22
14. Additional Funds 23
15. Notices 23
16. Miscellaneous 23
CUSTODY AGREEMENT
This agreement made as of this 5th day of May, 1997, between UMB Bank,
n.a., a national banking association with its principal place of business
located at Kansas City, Missouri (hereinafter "Custodian"), and each of the
Funds which have executed the signature page hereof together with such
additional Funds which shall be made parties to this Agreement by the
execution of a separate signature page hereto (individually, a "Fund" and
collectively, the "Funds").
WITNESSETH:
WHEREAS, each Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended; and
WHEREAS, each Fund desires to appoint Custodian as its custodian for the
custody of Assets (as hereinafter defined) owned by such Fund which Assets are
to be held in such accounts as such Fund may establish from time to time; and
WHEREAS, Custodian is willing to accept such appointment on the terms
and conditions hereof.
NOW, THEREFORE, in consideration of the mutual promises contained
herein, the parties hereto, intending to be legally bound, mutually covenant
and agree as follows:
1. APPOINTMENT OF CUSTODIAN.
Each Fund hereby constitutes and appoints the Custodian as custodian of
Assets belonging to each such Fund which have been or may be from time to time
deposited with the Custodian. Custodian accepts such appointment as a
custodian and agrees to perform the duties and responsibilities of Custodian
as set forth herein on the conditions set forth herein.
2. DEFINITIONS.
For purposes of this Agreement, the following terms shall have the
meanings so indicated:
(a) "Security" or "Securities" shall mean stocks, bonds, bills, rights,
script, warrants, interim certificates and all negotiable or nonnegotiable
paper commonly known as Securities and other instruments or obligations.
(b) "Assets" shall mean Securities, monies and other property held by
the Custodian for the benefit of a Fund.
(c)(1) "Instructions", as used herein, shall mean: (i) a tested telex,
a written (including, without limitation, facsimile transmission) request,
direction, instruction or certification signed or initialed by or on behalf of
a Fund by an Authorized Person; (ii) a telephonic or other oral communication
from a person the Custodian reasonably believes to be an Authorized Person; or
(iii) a communication effected directly between an electro-mechanical or
electronic device or system (including, without limitation, computers) on
behalf of a Fund. Instructions in the form of oral communications shall be
confirmed by the appropriate Fund by tested telex or in writing in the manner
set forth in clause (i) above, but the lack of such confirmation shall in no
way affect any action taken by the Custodian in reliance upon such oral
Instructions prior to the Custodian's receipt of such confirmation. Each Fund
authorizes the Custodian to record any and all telephonic or other oral
Instructions communicated to the Custodian.
(c)(2) "Special Instructions", as used herein, shall mean Instructions
countersigned or confirmed in writing by the Treasurer or any Assistant
Treasurer of a Fund or any other person designated by the Treasurer of such
Fund in writing, which countersignature or confirmation shall be included on
the same instrument containing the Instructions or on a separate instrument
relating thereto.
(c)(3) Instructions and Special Instructions shall be delivered to the
Custodian at the address and/or telephone, facsimile transmission or telex
number agreed upon from time to time by the Custodian and each Fund.
(c)(4) Where appropriate, Instructions and Special Instructions shall
be continuing instructions.
3. DELIVERY OF CORPORATE DOCUMENTS.
Each of the parties to this Agreement represents that its execution does
not violate any of the provisions of its respective charter, articles of
incorporation, articles of association or bylaws and all required corporate
action to authorize the execution and delivery of this Agreement has been
taken.
Each Fund has furnished the Custodian with copies, properly certified or
authenticated, with all amendments or supplements thereto, of the following
documents:
(a) Certificate of Incorporation (or equivalent document) of the Fund
as in effect on the date hereof;
(b) By-Laws of the Fund as in effect on the date hereof;
(c) Resolutions of the Board of Directors of the Fund appointing the
Custodian and approving the form of this Agreement; and
(d) The Fund's current prospectus and statements of additional
information.
Each Fund shall promptly furnish the Custodian with copies of any
updates, amendments or supplements to the foregoing documents.
In addition, each Fund has delivered or will promptly deliver to the
Custodian, copies of the Resolution(s) of its Board of Directors or Trustees
and all amendments or supplements thereto, properly certified or
authenticated, designating certain officers or employees of each such Fund who
will have continuing authority to certify to the Custodian: (a) the names,
titles, signatures and scope of authority of all persons authorized to give
Instructions or any other notice, request, direction, instruction, certificate
or instrument on behalf of each Fund, and (b) the names, titles and signatures
of those persons authorized to countersign or confirm Special Instructions on
behalf of each Fund (in both cases collectively, the "Authorized Persons" and
individually, an "Authorized Person"). Such Resolutions and certificates may
be accepted and relied upon by the Custodian as conclusive evidence of the
facts set forth therein and shall be considered to be in full force and effect
until delivery to the Custodian of a similar Resolution or certificate to the
contrary. Upon delivery of a certificate which deletes or does not include
the name(s) of a person previously authorized to give Instructions or to
countersign or confirm Special Instructions, such persons shall no longer be
considered an Authorized Person authorized to give Instructions or to
countersign or confirm Special Instructions. Unless the certificate
specifically requires that the approval of anyone else will first have been
obtained, the Custodian will be under no obligation to inquire into the right
of the person giving such Instructions or Special Instructions to do so.
Notwithstanding any of the foregoing, no Instructions or Special Instructions
received by the Custodian from a Fund will be deemed to authorize or permit
any director, trustee, officer, employee, or agent of such Fund to withdraw
any of the Assets of such Fund upon the mere receipt of such authorization,
Special Instructions or Instructions from such director, trustee, officer,
employee or agent.
4. POWERS AND DUTIES OF CUSTODIAN AND DOMESTIC SUBCUSTODIAN.
Except for Assets held by any Subcustodian appointed pursuant to
Sections 5(b), (c), or (d) of this Agreement, the Custodian shall have and
perform the powers and duties hereinafter set forth in this Section 4. For
purposes of this Section 4 all references to powers and duties of the
"Custodian" shall also refer to any Domestic Subcustodian appointed pursuant
to Section 5(a).
(a) Safekeeping.
The Custodian will keep safely the Assets of each Fund which are
delivered to it from time to time. The Custodian shall not be responsible for
any property of a Fund held or received by such Fund and not delivered to the
Custodian.
(b) Manner of Holding Securities.
(1) The Custodian shall at all times hold Securities of each
Fund
either: (i) by physical possession of the share certificates or
other
instruments representing such Securities in registered or bearer form; or (ii)
in book-entry form by a Securities System (as hereinafter defined) in
accordance with the provisions of sub-paragraph (3) below.
(2) The Custodian may hold registrable portfolio Securities
which
have been delivered to it in physical form, by registering the same in the
name of the appropriate Fund or its nominee, or in the name of the Custodian
or its nominee, for whose actions such Fund and Custodian, respectively, shall
be fully responsible. Upon the receipt of Instructions, the Custodian shall
hold such Securities in street certificate form, so called, with or without
any indication of fiduciary capacity. However, unless it receives
Instructions to the contrary, the Custodian will register all such portfolio
Securities in the name of the Custodian's authorized nominee. All such
Securities shall be held in an account of the Custodian containing only assets
of the appropriate Fund or only assets held by the Custodian as a fiduciary,
provided that the records of the Custodian shall indicate at all times the
Fund or other customer for which such Securities are held in such accounts and
the respective interests therein.
(3) The Custodian may deposit and/or maintain domestic
Securities
owned by a Fund in, and each Fund hereby approves use of: (a) The Depository
Trust Company; (b) The Participants Trust Company; and (c) any book-entry
system as provided in (i) Subpart O of Treasury Circular No. 300, 31 CFR
306.115, (ii) Subpart B of Treasury Circular Public Debt Series No. 27-76, 31
CFR 350.2, or (iii) the book-entry regulations of federal agencies
substantially in the form of 31 CFR 306.115. Upon the receipt of Special
Instructions, the Custodian may deposit and/or maintain domestic Securities
owned by a Fund in any other domestic clearing agency registered with the
Securities and Exchange Commission ("SEC") under Section 17A of the Securities
Exchange Act of 1934 (or as may otherwise be authorized by the SEC to serve in
the capacity of depository or clearing agent for the Securities or other
assets of investment companies) which acts as a Securities depository. Each
of the foregoing shall be referred to in this Agreement as a "Securities
System", and all such Securities Systems shall be listed on the attached
Appendix A. Use of a Securities System shall be in accordance with applicable
Federal Reserve Board and SEC rules and regulations, if any, and subject to
the following provisions:
(i) The Custodian may deposit the Securities directly
or through
one or more agents or Subcustodians which are also qualified to act as
custodians for investment companies.
(ii) The Custodian shall deposit and/or maintain the
Securities
in a Securities System, provided that such Securities are represented in an
account ("Account") of the Custodian in the Securities System that includes
only assets held by the Custodian as a fiduciary, custodian or otherwise for
customers.
(iii) The books and records of the Custodian shall at
all times
identify those Securities belonging to any one or more Funds which are
maintained in a Securities System.
(iv) The Custodian shall pay for Securities purchased
for the
account of a Fund only upon (a) receipt of advice from the Securities System
that such Securities have been transferred to the Account of the Custodian in
accordance with the rules of the Securities System, and (b) the making of an
entry on the records of the Custodian to reflect such payment and transfer for
the account of such Fund. The Custodian shall transfer Securities sold for
the account of a Fund only upon (a) receipt of advice from the Securities
System that payment for such Securities has been transferred to the Account of
the Custodian in accordance with the rules of the Securities System, and (b)
the making of an entry on the records of the Custodian to reflect such
transfer and payment for the account of such Fund. Copies of all advices from
the Securities System relating to transfers of Securities for the account of a
Fund shall be maintained for such Fund by the Custodian. The Custodian shall
deliver to a Fund on the next succeeding business day daily transaction
reports which shall include each day's transactions in the Securities System
for the account of such Fund. Such transaction reports shall be delivered to
such Fund or any agent designated by such Fund pursuant to Instructions, by
computer or in such other manner as such Fund and Custodian may agree.
(v) The Custodian shall, if requested by a Fund
pursuant to
Instructions, provide such Fund with reports obtained by the Custodian or any
Subcustodian with respect to a Securities System's accounting system, internal
accounting control and procedures for safeguarding Securities deposited in the
Securities System.
(vi) Upon receipt of Special Instructions, the
Custodian shall
terminate the use of any Securities System on behalf of a Fund as promptly as
practicable and shall take all actions reasonably practicable to safeguard the
Securities of such Fund maintained with such Securities System.
(c) Free Delivery of Assets.
Notwithstanding any other provision of this Agreement and except as
provided in Section 3 hereof, the Custodian, upon receipt of Special
Instructions, will undertake to make free delivery of Assets, provided such
Assets are on hand and available, in connection with a Fund's transactions and
to transfer such Assets to such broker, dealer, Subcustodian, bank, agent,
Securities System or otherwise as specified in such Special Instructions.
(d) Exchange of Securities.
Upon receipt of Instructions, the Custodian will exchange portfolio
Securities held by it for a Fund for other Securities or cash paid in
connection with any reorganization, recapitalization, merger, consolidation,
or conversion of convertible Securities, and will deposit any such Securities
in accordance with the terms of any reorganization or protective plan.
Without Instructions, the Custodian is authorized to exchange Securities
held by it in temporary form for Securities in definitive form, to surrender
Securities for transfer into a name or nominee name as permitted in Section
4(b)(2), to effect an exchange of shares in a stock split or when the par
value of the stock is changed, to sell any fractional shares, and, upon
receiving payment therefor, to surrender bonds or other Securities held by it
at maturity or call.
(e) Purchases of Assets.
(1) Securities Purchases. In accordance with Instructions, the
Custodian shall, with respect to a purchase of Securities, pay for such
Securities out of monies held for a Fund's account for which the purchase was
made, but only insofar as monies are available therein for such purpose, and
receive the portfolio Securities so purchased. Unless the Custodian has
received Special Instructions to the contrary, such payment will be made only
upon receipt of Securities by the Custodian, a clearing corporation of a
national Securities exchange of which the Custodian is a member, or a
Securities System in accordance with the provisions of Section 4(b)(3) hereof.
Notwithstanding the foregoing, upon receipt of Instructions: (i) in
connection with a repurchase agreement, the Custodian may release funds to a
Securities System prior to the receipt of advice from the Securities System
that the Securities underlying such repurchase agreement have been transferred
by book-entry into the Account maintained with such Securities System by the
Custodian, provided that the Custodian's instructions to the Securities System
require that the Securities System may make payment of such funds to the other
party to the repurchase agreement only upon transfer by book-entry of the
Securities underlying the repurchase agreement into such Account; (ii) in the
case of Interest Bearing Deposits, currency deposits, and other deposits,
foreign exchange transactions, futures contracts or options, pursuant to
Sections 4(g), 4(h), 4(l), and 4(m) hereof, the Custodian may make payment
therefor before receipt of an advice of transaction; and (iii) in the case of
Securities as to which payment for the Security and receipt of the instrument
evidencing the Security are under generally accepted trade practice or the
terms of the instrument representing the Security expected to take place in
different locations or through separate parties, such as commercial paper
which is indexed to foreign currency exchange rates, derivatives and similar
Securities, the Custodian may make payment for such Securities prior to
delivery thereof in accordance with such generally accepted trade practice or
the terms of the instrument representing such Security.
(2) Other Assets Purchased. Upon receipt of Instructions and
except as
otherwise provided herein, the Custodian shall pay for and receive other
Assets for the account of a Fund as provided in Instructions.
(f) Sales of Assets.
(1) Securities Sold. In accordance with Instructions, the
Custodian
will, with respect to a sale, deliver or cause to be delivered the Securities
thus designated as sold to the broker or other person specified in the
Instructions relating to such sale. Unless the Custodian has received Special
Instructions to the contrary, such delivery shall be made only upon receipt of
payment therefor in the form of: (a) cash, certified check, bank cashier's
check, bank credit, or bank wire transfer; (b) credit to the account of the
Custodian with a clearing corporation of a national Securities exchange of
which the Custodian is a member; or (c) credit to the Account of the Custodian
with a Securities System, in accordance with the provisions of Section 4(b)(3)
hereof. Notwithstanding the foregoing, Securities held in physical form may
be delivered and paid for in accordance with "street delivery custom" to a
broker or its clearing agent, against delivery to the Custodian of a receipt
for such Securities, provided that the Custodian shall have taken reasonable
steps to ensure prompt collection of the payment for, or return of, such
Securities by the broker or its clearing agent, and provided further that the
Custodian shall not be responsible for the selection of or the failure or
inability to perform of such broker or its clearing agent or for any related
loss arising from delivery or custody of such Securities prior to receiving
payment therefor.
(2) Other Assets Sold. Upon receipt of Instructions and except
as
otherwise provided herein, the Custodian shall receive payment for and deliver
other Assets for the account of a Fund as provided in Instructions.
(g) Options.
(1) Upon receipt of Instructions relating to the purchase of an
option
or sale of a covered call option, the Custodian shall: (a) receive and retain
confirmations or other documents, if any, evidencing the purchase or writing
of the option by a Fund; (b) if the transaction involves the sale of a covered
call option, deposit and maintain in a segregated account the Securities
(either physically or by book-entry in a Securities System) subject to the
covered call option written on behalf of such Fund; and (c) pay, release
and/or transfer such Securities, cash or other Assets in accordance with any
notices or other communications evidencing the expiration, termination or
exercise of such options which are furnished to the Custodian by the Options
Clearing Corporation (the "OCC"), the securities or options exchanges on which
such options were traded, or such other organization as may be responsible for
handling such option transactions.
(2) Upon receipt of Instructions relating to the sale of a
naked option
(including stock index and commodity options), the Custodian, the appropriate
Fund and the broker-dealer shall enter into an agreement to comply with the
rules of the OCC or of any registered national securities exchange or similar
organizations(s). Pursuant to that agreement and such Fund's Instructions,
the Custodian shall: (a) receive and retain confirmations or other documents,
if any, evidencing the writing of the option; (b) deposit and maintain in a
segregated account, Securities (either physically or by book-entry in a
Securities System), cash and/or other Assets; and (c) pay, release and/or
transfer such Securities, cash or other Assets in accordance with any such
agreement and with any notices or other communications evidencing the
expiration, termination or exercise of such option which are furnished to the
Custodian by the OCC, the securities or options exchanges on which such
options were traded, or such other organization as may be responsible for
handling such option transactions. The appropriate Fund and the broker-dealer
shall be responsible for determining the quality and quantity of assets held
in any segregated account established in compliance with applicable margin
maintenance requirements and the performance of other terms of any option
contract.
(h) Futures Contracts.
Upon receipt of Instructions, the Custodian shall enter into a futures
margin procedural agreement among the appropriate Fund, the Custodian and the
designated futures commission merchant (a "Procedural Agreement"). Under the
Procedural Agreement the Custodian shall: (a) receive and retain
confirmations, if any, evidencing the purchase or sale of a futures contract
or an option on a futures contract by such Fund; (b) deposit and maintain in a
segregated account cash, Securities and/or other Assets designated as initial,
maintenance or variation "margin" deposits intended to secure such Fund's
performance of its obligations under any futures contracts purchased or sold,
or any options on futures contracts written by such Fund, in accordance with
the provisions of any Procedural Agreement designed to comply with the
provisions of the Commodity Futures Trading Commission and/or any commodity
exchange or contract market (such as the Chicago Board of Trade), or any
similar organization(s), regarding such margin deposits; and (c) release
Assets from and/or transfer Assets into such margin accounts only in
accordance with any such Procedural Agreements. The appropriate Fund and such
futures commission merchant shall be responsible for determining the type and
amount of Assets held in the segregated account or paid to the broker-dealer
in compliance with applicable margin maintenance requirements and the
performance of any futures contract or option on a futures contract in
accordance with its terms.
(i) Segregated Accounts.
Upon receipt of Instructions, the Custodian shall establish and maintain
on its books a segregated account or accounts for and on behalf of a Fund,
into which account or accounts may be transferred Assets of such Fund,
including Securities maintained by the Custodian in a Securities System
pursuant to Paragraph (b)(3) of this Section 4, said account or accounts to be
maintained (i) for the purposes set forth in Sections 4(g), 4(h) and 4(n) and
(ii) for the purpose of compliance by such Fund with the procedures required
by the SEC Investment Company Act Release Number 10666 or any subsequent
release or releases relating to the maintenance of segregated accounts by
registered investment companies, or (iii) for such other purposes as may be
set forth, from time to time, in Special Instructions. The Custodian shall
not be responsible for the determination of the type or amount of Assets to be
held in any segregated account referred to in this paragraph, or for
compliance by the Fund with required procedures noted in (ii) above.
(j) Depository Receipts.
Upon receipt of Instructions, the Custodian shall surrender or cause to
be
surrendered Securities to the depository used for such Securities by an issuer
of American Depository Receipts or International Depository Receipts
(hereinafter referred to, collectively, as "ADRs"), against a written receipt
therefor adequately describing such Securities and written evidence
satisfactory to the organization surrendering the same that the depository has
acknowledged receipt of instructions to issue ADRs with respect to such
Securities in the name of the Custodian or a nominee of the Custodian, for
delivery in accordance with such instructions.
Upon receipt of Instructions, the Custodian shall surrender or cause to
be
surrendered ADRs to the issuer thereof, against a written receipt therefor
adequately describing the ADRs surrendered and written evidence satisfactory
to the organization surrendering the same that the issuer of the ADRs has
acknowledged receipt of instructions to cause its depository to deliver the
Securities underlying such ADRs in accordance with such instructions.
(k) Corporate Actions, Put Bonds, Called Bonds, Etc.
Upon receipt of Instructions, the Custodian shall: (a) deliver warrants,
puts, calls, rights or similar Securities to the issuer or trustee thereof (or
to the agent of such issuer or trustee) for the purpose of exercise or sale,
provided that the new Securities, cash or other Assets, if any, acquired as a
result of such actions are to be delivered to the Custodian; and (b) deposit
Securities upon invitations for tenders thereof, provided that the
consideration for such Securities is to be paid or delivered to the Custodian,
or the tendered Securities are to be returned to the Custodian.
Notwithstanding any provision of this Agreement to the contrary, the
Custodian shall take all necessary action, unless otherwise directed to the
contrary in Instructions, to comply with the terms of all mandatory or
compulsory exchanges, calls, tenders, redemptions, or similar rights of
security ownership, and shall notify the appropriate Fund of such action in
writing by facsimile transmission or in such other manner as such Fund and
Custodian may agree in writing.
The Fund agrees that if it gives an Instruction for the performance of
an
act on the last permissible date of a period established by any optional offer
or on the last permissible date for the performance of such act, the Fund
shall hold the Bank harmless from any adverse consequences in connection with
acting upon or failing to act upon such Instructions.
(l) Interest Bearing Deposits.
Upon receipt of Instructions directing the Custodian to purchase
interest
bearing fixed term and call deposits (hereinafter referred to, collectively,
as "Interest Bearing Deposits") for the account of a Fund, the Custodian shall
purchase such Interest Bearing Deposits in the name of such Fund with such
banks or trust companies, including the Custodian, any Subcustodian or any
subsidiary or affiliate of the Custodian (hereinafter referred to as "Banking
Institutions"), and in such amounts as such Fund may direct pursuant to
Instructions. Such Interest Bearing Deposits may be denominated in U.S.
dollars or other currencies, as such Fund may determine and direct pursuant to
Instructions. The responsibilities of the Custodian to a Fund for Interest
Bearing Deposits issued by the Custodian shall be that of a U.S. bank for a
similar deposit. With respect to Interest Bearing Deposits other than those
issued by the Custodian, (a) the Custodian shall be responsible for the
collection of income and the transmission of cash to and from such accounts;
and (b) the Custodian shall have no duty with respect to the selection of the
Banking Institution or for the failure of such Banking Institution to pay upon
demand.
(m) Foreign Exchange Transactions.
(l) Each Fund hereby appoints the Custodian as its agent in the
execution of all currency exchange transactions. The Custodian agrees to
provide exchange rate and U.S. Dollar information, in writing, to the Funds.
Such information shall be supplied by the Custodian at least by the business
day prior to the value date of the foreign exchange transaction, provided that
the Custodian receives the request for such information at least two business
days prior to the value date of the transaction.
(2) Upon receipt of Instructions, the Custodian shall settle
foreign
exchange contracts or options to purchase and sell foreign currencies for spot
and future delivery on behalf of and for the account of a Fund with such
currency brokers or Banking Institutions as such Fund may determine and direct
pursuant to Instructions. If, in its Instructions, a Fund does not direct the
Custodian to utilize a particular currency broker or Banking Institution, the
Custodian is authorized to select such currency broker or Banking Institution
as it deems appropriate to execute the Fund's foreign currency transaction.
(3) Each Fund accepts full responsibility for its use of third
party
foreign exchange brokers and for execution of said foreign exchange contracts
and understands that the Fund shall be responsible for any and all costs and
interest charges which may be incurred as a result of the failure or delay of
its third party broker to deliver foreign exchange. The Custodian shall have
no responsibility or liability with respect to the selection of the currency
brokers or Banking Institutions with which a Fund deals or the performance of
such brokers or Banking Institutions.
(4) Notwithstanding anything to the contrary contained herein,
upon
receipt of Instructions the Custodian may, in connection with a foreign
exchange contract, make free outgoing payments of cash in the form of U.S.
Dollars or foreign currency prior to receipt of confirmation of such foreign
exchange contract or confirmation that the countervalue currency completing
such contract has been delivered or received.
(5) The Custodian shall not be obligated to enter into foreign
exchange
transactions as principal. However, if the Custodian has made available to a
Fund its services as a principal in foreign exchange transactions
and subject to any separate agreement between the parties relating to such
transactions, the Custodian shall enter into foreign exchange contracts or
options to purchase and sell foreign currencies for spot and future delivery
on behalf of and for the account of the Fund, with the Custodian as principal.
(n) Pledges or Loans of Securities.
(1) Upon receipt of Instructions from a Fund, the Custodian
will
release or cause to be released Securities held in custody to the pledgees
designated in such Instructions by way of pledge or hypothecation to secure
loans incurred by such Fund with various lenders including but not limited to
UMB Bank, n.a.; provided, however, that the Securities shall be released only
upon payment to the Custodian of the monies borrowed, except that in cases
where additional collateral is required to secure existing borrowings, further
Securities may be released or delivered, or caused to be released or delivered
for that purpose upon receipt of Instructions. Upon receipt of Instructions,
the Custodian will pay, but only from funds available for such purpose, any
such loan upon re-delivery to it of the Securities pledged or hypothecated
therefor and upon surrender of the note or notes evidencing such loan. In
lieu of delivering collateral to a pledgee, the Custodian, on the receipt of
Instructions, shall transfer the pledged Securities to a segregated account
for the benefit of the pledgee.
(2) Upon receipt of Special Instructions, and execution of a
separate
Securities Lending Agreement, the Custodian will release Securities held in
custody to the borrower designated in such Instructions and may, except as
otherwise provided below, deliver such Securities prior to the receipt of
collateral, if any, for such borrowing, provided that, in case of loans of
Securities held by a Securities System that are secured by cash collateral,
the Custodian's instructions to the Securities System shall require that the
Securities System deliver the Securities of the appropriate Fund to the
borrower thereof only upon receipt of the collateral for such borrowing. The
Custodian shall have no responsibility or liability for any loss arising from
the delivery of Securities prior to the receipt of collateral. Upon receipt
of Instructions and the loaned Securities, the Custodian will release the
collateral to the borrower.
(o) Stock Dividends, Rights, Etc.
The Custodian shall receive and collect all stock dividends, rights, and
other items of like nature and, upon receipt of Instructions, take action with
respect to the same as directed in such Instructions.
(p) Routine Dealings.
The Custodian will, in general, attend to all routine and mechanical
matters in accordance with industry standards in connection with the sale,
exchange, substitution, purchase, transfer, or other dealings with Securities
or other property of each Fund except as may be otherwise provided in this
Agreement or directed from time to time by Instructions from any particular
Fund. The Custodian may also make payments to itself or others from the
Assets for disbursements and out-of-pocket expenses incidental to handling
Securities or other similar items relating to its duties under this Agreement,
provided that all such payments shall be accounted for to the appropriate
Fund.
(q) Collections.
The Custodian shall (a) collect amounts due and payable to each Fund
with
respect to portfolio Securities and other Assets; (b) promptly credit to the
account of each Fund all income and other payments relating to portfolio
Securities and other Assets held by the Custodian hereunder upon Custodian's
receipt of such income or payments or as otherwise agreed in writing by the
Custodian and any particular Fund; (c) promptly endorse and deliver any
instruments required to effect such collection; and (d) promptly execute
ownership and other certificates and affidavits for all federal, state, local
and foreign tax purposes in connection with receipt of income or other
payments with respect to portfolio Securities and other Assets, or in
connection with the transfer of such Securities or other Assets; provided,
however, that with respect to portfolio Securities registered in so-called
street name, or physical Securities with variable interest rates, the
Custodian shall use its best efforts to collect amounts due and payable to any
such Fund. The Custodian shall notify a Fund in writing by facsimile
transmission or in such other manner as such Fund and Custodian may agree in
writing if any amount payable with respect to portfolio Securities or other
Assets is not received by the Custodian when due. The Custodian shall not be
responsible for the collection of amounts due and payable with respect to
portfolio Securities or other Assets that are in default.
(r) Bank Accounts.
Upon Instructions, the Custodian shall open and operate a bank account
or
accounts on the books of the Custodian; provided that such bank account(s)
shall be in the name of the Custodian or a nominee thereof, for the account of
one or more Funds, and shall be subject only to draft or order of the
Custodian. The responsibilities of the Custodian to any one or more such
Funds for deposits accepted on the Custodian's books shall be that of a U.S.
bank for a similar deposit.
(s) Dividends, Distributions and Redemptions.
To enable each Fund to pay dividends or other distributions to
shareholders of each such Fund and to make payment to shareholders who have
requested repurchase or redemption of their shares of each such Fund
(collectively, the "Shares"), the Custodian shall release cash or Securities
insofar as available. In the case of cash, the Custodian shall, upon the
receipt of Instructions, transfer such funds by check or wire transfer to any
account at any bank or trust company designated by each such Fund in such
Instructions. In the case of Securities, the Custodian shall, upon the
receipt of Special Instructions, make such transfer to any entity or account
designated by each such Fund in such Special Instructions.
(t) Proceeds from Shares Sold.
The Custodian shall receive funds representing cash payments received
for
shares issued or sold from time to time by each Fund, and shall credit such
funds to the account of the appropriate Fund. The Custodian shall notify the
appropriate Fund of Custodian's receipt of cash in payment for shares issued
by such Fund by facsimile transmission or in such other manner as such Fund
and the Custodian shall agree. Upon receipt of Instructions, the Custodian
shall: (a) deliver all federal funds received by the Custodian in payment for
shares as may be set forth in such Instructions and at a time agreed upon
between the Custodian and such Fund; and (b) make federal funds available to a
Fund as of specified times agreed upon from time to time by such Fund and the
Custodian, in the amount of checks received in payment for shares which are
deposited to the accounts of such Fund.
(u) Proxies and Notices; Compliance with the Shareholders Communication
Act of 1985.
The Custodian shall deliver or cause to be delivered to the appropriate
Fund all forms of proxies, all notices of meetings, and any other notices or
announcements affecting or relating to Securities owned by such Fund that are
received by the Custodian, any Subcustodian, or any nominee of either of them,
and, upon receipt of Instructions, the Custodian shall execute and deliver, or
cause such Subcustodian or nominee to execute and deliver, such proxies or
other authorizations as may be required. Except as directed pursuant to
Instructions, neither the Custodian nor any Subcustodian or nominee shall vote
upon any such Securities, or execute any proxy to vote thereon, or give any
consent or take any other action with respect thereto.
The Custodian will not release the identity of any Fund to an issuer
which
requests such information pursuant to the Shareholder Communications Act of
1985 for the specific purpose of direct communications between such issuer and
any such Fund unless a particular Fund directs the Custodian otherwise in
writing.
(v) Books and Records.
The Custodian shall maintain such records relating to its activities
under
this Agreement as are required to be maintained by Rule 31a-1 under the
Investment Company Act of 1940 ("the 1940 Act") and to preserve them for the
periods prescribed in Rule 31a-2 under the 1940 Act. These records shall be
open for inspection by duly authorized officers, employees or agents
(including independent public accountants) of the appropriate Fund during
normal business hours of the Custodian.
The Custodian shall provide accountings relating to its activities under
this Agreement as shall be agreed upon by each Fund and the Custodian.
(w) Opinion of Fund's Independent Certified Public Accountants.
The Custodian shall take all reasonable action as each Fund may request
to
obtain from year to year favorable opinions from each such Fund's independent
certified public accountants with respect to the Custodian's activities
hereunder and in connection with the preparation of each such Fund's periodic
reports to the SEC and with respect to any other requirements of the SEC.
(x) Reports by Independent Certified Public Accountants.
At the request of a Fund, the Custodian shall deliver to such Fund a
written report prepared by the Custodian's independent certified public
accountants with respect to the services provided by the Custodian under this
Agreement, including, without limitation, the Custodian's accounting system,
internal accounting control and procedures for safeguarding cash, Securities
and other Assets, including cash, Securities and other Assets deposited and/or
maintained in a Securities System or with a Subcustodian. Such report shall
be of sufficient scope and in sufficient detail as may reasonably be required
by such Fund and as may reasonably be obtained by the Custodian.
(y) Bills and Other Disbursements.
Upon receipt of Instructions, the Custodian shall pay, or cause to be
paid, all bills, statements, or other obligations of a Fund.
5. SUBCUSTODIANS.
From time to time, in accordance with the relevant provisions of this
Agreement, the Custodian may appoint one or more Domestic Subcustodians,
Foreign Subcustodians, Special Subcustodians, or Interim Subcustodians (as
each are hereinafter defined) to act on behalf of any one or more Funds. A
Domestic Subcustodian, in accordance with the provisions of this Agreement,
may also appoint a Foreign Subcustodian, Special Subcustodian, or Interim
Subcustodian to act on behalf of any one or more Funds. For purposes of this
Agreement, all Domestic Subcustodians, Foreign Subcustodians, Special
Subcustodians and Interim Subcustodians shall be referred to collectively as
"Subcustodians".
(a) Domestic Subcustodians.
The Custodian may, at any time and from time to time, appoint any bank
as
defined in Section 2(a)(5) of the 1940 Act or any trust company or other
entity, any of which meet the requirements of a custodian under Section 17(f)
of the 1940 Act and the rules and regulations thereunder, to act for the
Custodian on behalf of any one or more Funds as a subcustodian for purposes of
holding Assets of such Fund(s) and performing other functions of the Custodian
within the United States (a "Domestic Subcustodian"). Each Fund shall approve
in writing the appointment of the proposed Domestic Subcustodian; and the
Custodian's appointment of any such Domestic Subcustodian shall not be
effective without such prior written approval of the Fund(s). Each such duly
approved Domestic Subcustodian shall be listed on Appendix A attached hereto,
as it may be amended, from time to time.
(b) Foreign Subcustodians.
The Custodian may at any time appoint, or cause a Domestic Subcustodian
to
appoint, any bank, trust company or other entity meeting the requirements of
an "eligible foreign custodian" under Section 17(f) of the 1940 Act and the
rules and regulations thereunder to act for the Custodian on behalf of any one
or more Funds as a subcustodian or sub-subcustodian (if appointed by a
Domestic Subcustodian) for purposes of holding Assets of the Fund(s) and
performing other functions of the Custodian in countries other than the United
States of America (hereinafter referred to as a "Foreign Subcustodian" in the
context of either a subcustodian or a sub-subcustodian); provided that the
Custodian shall have obtained written confirmation from each Fund of the
approval of the Board of Directors or other governing body of each such Fund
(which approval may be withheld in the sole discretion of such Board of
Directors or other governing body or entity) with respect to (i) the identity
of any proposed Foreign Subcustodian (including branch designation), (ii) the
country or countries in which, and the securities depositories or clearing
agencies (hereinafter "Securities Depositories and Clearing Agencies"), if
any, through which, the Custodian or any proposed Foreign Subcustodian is
authorized to hold Securities and other Assets of each such Fund, and (iii)
the form and terms of the subcustodian agreement to be entered into with such
proposed Foreign Subcustodian. Each such duly approved Foreign Subcustodian
and the countries where and the Securities Depositories and Clearing Agencies
through which they may hold Securities and other Assets of the Fund(s) shall
be listed on Appendix A attached hereto, as it may be amended, from time to
time. Each Fund shall be responsible for informing the Custodian sufficiently
in advance of a proposed investment which is to be held in a country in which
no Foreign Subcustodian is authorized to act, in order that there shall be
sufficient time for the Custodian, or any Domestic Subcustodian, to effect the
appropriate arrangements with a proposed Foreign Subcustodian, including
obtaining approval as provided in this Section 5(b). In connection with the
appointment of any Foreign Subcustodian, the Custodian shall, or shall cause
the Domestic Subcustodian to, enter into a subcustodian agreement with the
Foreign Subcustodian in form and substance approved by each such Fund. The
Custodian shall not consent to the amendment of, and shall cause any Domestic
Subcustodian not to consent to the amendment of, any agreement entered into
with a Foreign Subcustodian, which materially affects any Fund's rights under
such agreement, except upon prior written approval of such Fund pursuant to
Special Instructions.
(c) Interim Subcustodians.
Notwithstanding the foregoing, in the event that a Fund shall invest in
an
Asset to be held in a country in which no Foreign Subcustodian is authorized
to act, the Custodian shall notify such Fund in writing by facsimile
transmission or in such other manner as such Fund and the Custodian shall
agree in writing of the unavailability of an approved Foreign Subcustodian in
such country; and upon the receipt of Special Instructions from such Fund, the
Custodian shall, or shall cause its Domestic Subcustodian to, appoint or
approve an entity (referred to herein as an "Interim Subcustodian") designated
in such Special Instructions to hold such Security or other Asset.
(d) Special Subcustodians.
Upon receipt of Special Instructions, the Custodian shall, on behalf of
a
Fund, appoint one or more banks, trust companies or other entities designated
in such Special Instructions to act for the Custodian on behalf of such Fund
as a subcustodian for purposes of: (i) effecting third-party repurchase
transactions with banks, brokers, dealers or other entities through the use of
a common custodian or subcustodian; (ii) providing depository and clearing
agency services with respect to certain variable rate demand note Securities,
(iii) providing depository and clearing agency services with respect to dollar
denominated Securities, and (iv) effecting any other transactions designated
by such Fund in such Special Instructions. Each such designated subcustodian
(hereinafter referred to as a "Special Subcustodian") shall be listed on
Appendix A attached hereto, as it may be amended from time to time. In
connection with the appointment of any Special Subcustodian, the Custodian
shall enter into a subcustodian agreement with the Special Subcustodian in
form and substance approved by the appropriate Fund in Special Instructions.
The Custodian shall not amend any subcustodian agreement entered into with a
Special Subcustodian, or waive any rights under such agreement, except upon
prior approval pursuant to Special Instructions.
(e) Termination of a Subcustodian.
The Custodian may, at any time in its discretion upon notification to
the
appropriate Fund(s), terminate any Subcustodian of such Fund(s) in accordance
with the termination provisions under the applicable subcustodian agreement,
and upon the receipt of Special Instructions, the Custodian will terminate any
Subcustodian in accordance with the termination provisions under the
applicable subcustodian agreement.
(f) Certification Regarding Foreign Subcustodians.
Upon request of a Fund, the Custodian shall deliver to such Fund a
certificate stating: (i) the identity of each Foreign Subcustodian then
acting on behalf of the Custodian; (ii) the countries in which and the
Securities
Depositories and Clearing Agencies through which each such Foreign
Subcustodian is then holding cash, Securities and other Assets of such Fund;
and (iii) such other information as may be requested by such Fund, and as the
Custodian shall be reasonably able to obtain, to evidence compliance with
rules and regulations under the 1940 Act.
6. STANDARD OF CARE.
(a) General Standard of Care.
The Custodian shall be liable to a Fund for all losses, damages and
reasonable costs and expenses suffered or incurred by such Fund resulting from
the negligence or willful misfeasance of the Custodian; provided, however, in
no event shall the Custodian be liable for special, indirect or consequential
damages arising under or in connection with this Agreement.
(b) Actions Prohibited by Applicable Law, Events Beyond Custodian's
Control, Sovereign Risk, Etc.
In no event shall the Custodian or any Domestic Subcustodian incur
liability hereunder (i) if the Custodian or any Subcustodian or Securities
System, or any subcustodian, Securities System, Securities Depository or
Clearing Agency utilized by the Custodian or any such Subcustodian, or any
nominee of the Custodian or any Subcustodian (individually, a "Person") is
prevented, forbidden or delayed from performing, or omits to perform, any act
or thing which this Agreement provides shall be performed or omitted to be
performed, by reason of: (a) any provision of any present or future law or
regulation or order of the United States of America, or any state thereof, or
of any foreign country, or political subdivision thereof or of any court of
competent jurisdiction (and neither the Custodian nor any other Person shall
be obligated to take any action contrary thereto); or (b) any event beyond the
control of the Custodian or other Person such as armed conflict, riots,
strikes, lockouts, labor disputes, equipment or transmission failures, natural
disasters, or failure of the mails, transportation, communications or power
supply; or (ii) for any loss, damage, cost or expense resulting from
"Sovereign Risk." A "Sovereign Risk" shall mean nationalization,
expropriation, currency devaluation, revaluation or fluctuation, confiscation,
seizure, cancellation, destruction or similar action by any governmental
authority, de facto or de jure; or enactment, promulgation, imposition or
enforcement by any such governmental authority of currency restrictions,
exchange controls, taxes, levies or other charges affecting a Fund's Assets;
or acts of armed conflict, terrorism, insurrection or revolution; or any other
act or event beyond the Custodian's or such other Person's control.
(c) Liability for Past Records.
Neither the Custodian nor any Domestic Subcustodian shall have any
liability in respect of any loss, damage or expense suffered by a Fund,
insofar as such loss, damage or expense arises from the performance of the
Custodian or any Domestic Subcustodian in reliance upon records that were
maintained for such Fund by entities other than the Custodian or any Domestic
Subcustodian prior to the Custodian's employment hereunder.
(d) Advice of Counsel.
The Custodian and all Domestic Subcustodians shall be entitled to
receive
and act upon advice of counsel of its own choosing on all matters. The
Custodian and all Domestic Subcustodians shall be without liability for any
actions taken or omitted in good faith pursuant to the advice of counsel.
(e) Advice of the Fund and Others.
The Custodian and any Domestic Subcustodian may rely upon the advice of
any Fund and upon statements of such Fund's accountants and other persons
believed by it in good faith to be expert in matters upon which they are
consulted, and neither the Custodian nor any Domestic Subcustodian shall be
liable for any actions taken or omitted, in good faith, pursuant to such
advice or statements.
(f) Instructions Appearing to be Genuine.
The Custodian and all Domestic Subcustodians shall be fully protected
and
indemnified in acting as a custodian hereunder upon any Resolutions of the
Board of Directors or Trustees, Instructions, Special Instructions, advice,
notice, request, consent, certificate, instrument or paper appearing to it to
be genuine and to have been properly executed and shall, unless otherwise
specifically provided herein, be entitled to receive as conclusive proof of
any fact or matter required to be ascertained from any Fund hereunder a
certificate signed by any officer of such Fund authorized to countersign or
confirm Special Instructions.
(g) Exceptions from Liability.
Without limiting the generality of any other provisions hereof, neither
the Custodian nor any Domestic Subcustodian shall be under any duty or
obligation to inquire into, nor be liable for:
(i) the validity of the issue of any Securities purchased by
or for
any Fund, the legality of the purchase thereof or evidence of ownership
required to be received by any such Fund, or the propriety of the decision to
purchase or amount paid therefor;
(ii) the legality of the sale of any Securities by or for
any Fund,
or the propriety of the amount for which the same were sold; or
(iii) any other expenditures, encumbrances of Securities,
borrowings
or similar actions with respect to any Fund's Assets;
and may, until notified to the contrary, presume that all Instructions or
Special Instructions received by it are not in conflict with or in any way
contrary to any provisions of any such Fund's Declaration of Trust,
Partnership Agreement, Articles of Incorporation or By-Laws or votes or
proceedings of the shareholders, trustees, partners or directors of any such
Fund, or any such Fund's currently effective Registration Statement on file
with the SEC.
7. LIABILITY OF THE CUSTODIAN FOR ACTIONS OF OTHERS.
(a) Domestic Subcustodians
The Custodian shall be liable for the acts or omissions of any Domestic
Subcustodian to the same extent as if such actions or omissions were performed
by the Custodian itself.
(b) Liability for Acts and Omissions of Foreign Subcustodians.
The Custodian shall be liable to a Fund for any loss or damage to such
Fund caused by or resulting from the acts or omissions of any Foreign
Subcustodian to the extent that, under the terms set forth in the subcustodian
agreement between the Custodian or a Domestic Subcustodian and such Foreign
Subcustodian, the Foreign Subcustodian has failed to perform in accordance
with the standard of conduct imposed under such subcustodian agreement and the
Custodian or Domestic Subcustodian recovers from the Foreign Subcustodian
under the applicable subcustodian agreement.
(c) Securities Systems, Interim Subcustodians, Special Subcustodians,
Securities Depositories and Clearing Agencies.
The Custodian shall not be liable to any Fund for any loss, damage or
expense suffered or incurred by such Fund resulting from or occasioned by the
actions or omissions of a Securities System, Interim Subcustodian, Special
Subcustodian, or Securities Depository and Clearing Agency unless such loss,
damage or expense is caused by, or results from, the negligence or willful
misfeasance of the Custodian.
(d) Defaults or Insolvencies of Brokers, Banks, Etc.
The Custodian shall not be liable for any loss, damage or expense
suffered
or incurred by any Fund resulting from or occasioned by the actions,
omissions, neglects, defaults or insolvency of any broker, bank, trust company
or any other person with whom the Custodian may deal (other than any of such
entities acting as a Subcustodian, Securities System or Securities Depository
and Clearing Agency, for whose actions the liability of the Custodian is set
out elsewhere in this Agreement) unless such loss, damage or expense is caused
by, or results from, the negligence or willful misfeasance of the Custodian.
(e) Reimbursement of Expenses.
Each Fund agrees to reimburse the Custodian for all out-of-pocket
expenses
incurred by the Custodian in connection with this Agreement, but excluding
salaries and usual overhead expenses.
8. INDEMNIFICATION.
(a) Indemnification by Fund.
Subject to the limitations set forth in this Agreement, each Fund agrees
to indemnify and hold harmless the Custodian and its nominees from all losses,
damages and expenses (including attorneys' fees) suffered or incurred by the
Custodian or its nominee caused by or arising from actions taken by the
Custodian, its employees or agents in the performance of its duties and
obligations under this Agreement, including, but not limited to, any
indemnification obligations undertaken by the Custodian under any relevant
subcustodian agreement; provided, however, that such indemnity shall not apply
to the extent the Custodian is liable under Sections 6 or 7 hereof.
If any Fund requires the Custodian to take any action with respect to
Securities, which action involves the payment of money or which may, in the
opinion of the Custodian, result in the Custodian or its nominee assigned to
such Fund being liable for the payment of money or incurring liability of some
other form, such Fund, as a prerequisite to requiring the Custodian to take
such action, shall provide indemnity to the Custodian in an amount and form
satisfactory to it.
(b) Indemnification by Custodian.
Subject to the limitations set forth in this Agreement and in addition
to
the obligations provided in Sections 6 and 7, the Custodian agrees to
indemnify and hold harmless each Fund from all losses, damages and expenses
suffered or incurred by each such Fund caused by the negligence or willful
misfeasance of the Custodian.
9. ADVANCES.
In the event that, pursuant to Instructions, the Custodian or any
Subcustodian, Securities System, or Securities Depository or Clearing Agency
acting either directly or indirectly under agreement with the Custodian (each
of which for purposes of this Section 9 shall be referred to as "Custodian"),
makes any payment or transfer of funds on behalf of any Fund as to which there
would be, at the close of business on the date of such payment or transfer,
insufficient funds held by the Custodian on behalf of any such Fund, the
Custodian may, in its discretion without further Instructions, provide an
advance ("Advance") to any such Fund in an amount sufficient to allow the
completion of the transaction by reason of which such payment or transfer of
funds is to be made. In addition, in the event the Custodian is directed by
Instructions to make any payment or transfer of funds on behalf of any Fund as
to which it is subsequently determined that such Fund has overdrawn its cash
account with the Custodian as of the close of business on the date of such
payment or transfer, said overdraft shall constitute an Advance. Any Advance
shall be payable by the Fund on behalf of which the Advance was made on demand
by Custodian, unless otherwise agreed by such Fund and the Custodian, and
shall accrue interest from the date of the Advance to the date of payment by
such Fund to the Custodian at a rate agreed upon in writing from time to time
by the Custodian and such Fund. It is understood that any transaction in
respect of which the Custodian shall have made an Advance, including but not
limited to a foreign exchange contract or transaction in respect of which the
Custodian is not acting as a principal, is for the account of and at the risk
of the Fund on behalf of which the Advance was made, and not, by reason of
such Advance, deemed to be a transaction undertaken by the Custodian for its
own account and risk. The Custodian and each of the Funds which are parties
to this Agreement acknowledge that the purpose of Advances is to finance
temporarily the purchase or sale of Securities for prompt delivery in
accordance with the settlement terms of such transactions or to meet emergency
expenses not reasonably foreseeable by a Fund. The Custodian shall promptly
notify the appropriate Fund of any Advance. Such notification shall be sent
by facsimile transmission or in such other manner as such Fund and the
Custodian may agree.
10. LIENS.
The Bank shall have a lien on the Property in the Custody Account to
secure payment of fees and expenses for the services rendered under this
Agreement. If the Bank advances cash or securities to the Fund for any
purpose or in the event that the Bank or its nominee shall incur or be
assessed any taxes, charges, expenses, assessments, claims or liabilities in
connection with the performance of its duties hereunder, except such as may
arise from its or its nominee's negligent action, negligent failure to act or
willful misconduct, any Property at any time held for the Custody Account
shall be security therefor and the Fund hereby grants a security interest
therein to the Bank. The Fund shall promptly reimburse the Bank for any such
advance of cash or securities or any such taxes, charges, expenses,
assessments, claims or liabilities upon request for payment, but should the
Fund fail to so reimburse the Bank, the Bank shall be entitled to dispose of
such Property to the extent necessary to obtain reimbursement. The Bank shall
be entitled to debit any account of the Fund with the Bank including, without
limitation, the Custody Account, in connection with any such advance and any
interest on such advance as the Bank deems reasonable.
11. COMPENSATION.
Each Fund will pay to the Custodian such compensation as is agreed to in
writing by the Custodian and each such Fund from time to time. Such
compensation, together with all amounts for which the Custodian is to be
reimbursed in accordance with Section 7(e), shall be billed to each such Fund
and paid in cash to the Custodian.
12. POWERS OF ATTORNEY.
Upon request, each Fund shall deliver to the Custodian such proxies,
powers of attorney or other instruments as may be reasonable and necessary or
desirable in connection with the performance by the Custodian or any
Subcustodian of their respective obligations under this Agreement or any
applicable subcustodian agreement.
13. TERMINATION AND ASSIGNMENT.
Any Fund or the Custodian may terminate this Agreement by notice in
writing, delivered or mailed, postage prepaid (certified mail, return receipt
requested) to the other not less than 90 days prior to the date upon which
such termination shall take effect. Upon termination of this Agreement, the
appropriate Fund shall pay to the Custodian such fees as may be due the
Custodian hereunder as well as its reimbursable disbursements, costs and
expenses paid or incurred. Upon termination of this Agreement, the Custodian
shall deliver, at the terminating party's expense, all Assets held by it
hereunder to the appropriate Fund or as otherwise designated by such Fund by
Special Instructions. Upon such delivery, the Custodian shall have no further
obligations or liabilities under this Agreement except as to the final
resolution of matters relating to activity occurring prior to the effective
date of termination.
This Agreement may not be assigned by the Custodian or any Fund without
the respective consent of the other, duly authorized by a resolution by its
Board of Directors or Trustees.
14. ADDITIONAL FUNDS.
An additional Fund or Funds may become a party to this Agreement after
the
date hereof by an instrument in writing to such effect signed by such Fund or
Funds and the Custodian. If this Agreement is terminated as to one or more of
the Funds (but less than all of the Funds) or if an additional Fund or Funds
shall become a party to this Agreement, there shall be delivered to each party
an Appendix #1 or an amended Appendix #1, signed by each of the additional
Funds (if any) and each of the remaining Funds as well as the Custodian,
deleting or adding such Fund or Funds, as the case may be. The termination of
this Agreement as to less than all of the Funds shall not affect the
obligations of the Custodian and the remaining Funds hereunder as set forth on
the signature page hereto and in Appendix #1 as revised from time to time.
15. NOTICES.
As to each Fund, notices, requests, instructions and other writings
delivered to Jones & Babson, Inc, 700 Karnes Blvd., Kansas City, Missouri
64108, postage prepaid, or to such other address as any particular Fund may
have designated to the Custodian in writing, shall be deemed to have been
properly delivered or given to a Fund.
Notices, requests, instructions and other writings delivered to the
Securities Administration Department of the Custodian at its office at 928
Grand Avenue, Kansas City, Missouri, or mailed postage prepaid, to the
Custodian's Securities Administration Department, Post Office Box 226, Kansas
City, Missouri 64141, or to such other addresses as the Custodian may have
designated to each Fund in writing, shall be deemed to have been properly
delivered or given to the Custodian hereunder; provided, however, that
procedures for the delivery of Instructions and Special Instructions shall be
governed by Section 2(c) hereof.
16. MISCELLANEOUS.
(a) This Agreement is executed and delivered in the State of Missouri
and
shall be governed by the laws of such state.
(b) All of the terms and provisions of this Agreement shall be binding
upon, and inure to the benefit of, and be enforceable by the respective
successors and assigns of the parties hereto.
(c) No provisions of this Agreement may be amended, modified or waived,
in any manner except in writing, properly executed by both parties hereto;
provided, however, Appendix A may be amended from time to time as Domestic
Subcustodians, Foreign Subcustodians, Special Subcustodians, and Securities
Depositories and Clearing Agencies are approved or terminated according to the
terms of this Agreement.
(d) The captions in this Agreement are included for convenience of
reference only, and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or effect.
(e) This Agreement shall be effective as of the date of execution
hereof.
(f) This Agreement may be executed simultaneously in two or more
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.
(g) The following terms are defined terms within the meaning of this
Agreement, and the definitions thereof are found in the following sections of
the Agreement:
Term Section
Account 4(b)(3)(ii)
ADR'S 4(j)
Advance 9
Assets 2(b)
Authorized Person 3
Banking Institution 4(1)
Domestic Subcustodian 5(a)
Foreign Subcustodian 5(b)
Instruction 2(c)(1)
Interim Subcustodian 5(c)
Interest Bearing Deposit 4(1)
Term Section
Liability 10
OCC 4(g)(2)
Person 6(b)
Procedural Agreement 4(h)
SEC 4(b)(3)
Securities 2(a)
Securities Depositories and
Clearing Agencies 5(b)
Securities System 4(b)(3)
Shares 4(s)
Sovereign Risk 6(b)
Special Instruction 2(c)(2)
Special Subcustodian 5(c)
Subcustodian 5
1940 Act 4(v)
(h) If any part, term or provision of this Agreement is held to be
illegal, in conflict with any law or otherwise invalid by any court of
competent jurisdiction, the remaining portion or portions shall be considered
severable and shall not be affected, and the rights and obligations of the
parties shall be construed and enforced as if this Agreement did not contain
the particular part, term or provision held to be illegal or invalid.
(i) This Agreement constitutes the entire understanding and agreement
of the parties hereto with respect to the subject matter hereof, and
accordingly supersedes, as of the effective date of this Agreement, any
custodian agreement heretofore in effect between the Fund and the Custodian.
IN WITNESS WHEREOF, the parties hereto have caused this Custody
Agreement to be executed by their respective duly authorized officers.
THE SCOUT FUNDS
By: /s/Larry D. Armel
Name: Larry D. Armel
Title: President
Date: October 30, 1995
ATTEST:
/s/Martin A. Cramer
UMB BANK, N.A.
By: /s/Particia A. Peterson
Name: Particia A. Peterson
Title: Senior Vice President
Date: October 30, 1995
ATTEST:
/s/R. Wm Bl
APPENDIX A
CUSTODY AGREEMENT
DOMESTIC SUBCUSTODIANS:
United Missouri Trust Company of New York
Morgan Stanley Trust Company (Foreign Securities Only)
SECURITIES SYSTEMS:
Federal Book Entry
Depository Trust Company
Participant's Trust Company
SPECIAL SUBCUSTODIANS:
SECURITIES DEPOSITORIES
COUNTRIES FOREIGN SUBCUSTODIANS CLEARING AGENCIES
Euroclear
By: /s/Larry D. Armel
Name: Larry D. Armel
Title: President
Date: October 30, 1995
UMB BANK, N.A.
By: /s/Particia A. Peterson
Name: Particia A. Peterson
Title: Senior Vice President
Date: October 30, 1995
APPENDIX #B
CUSTODY AGREEMENT
The following open-end management investment companies ("Funds")
are hereby made parties to the Custody Agreement dated October
30, 1995, with UMB Bank, n.a. ("Custodian") and the Scout Funds,
and agree to be bound by all terms and condition contained is
said Agreement:
THE SCOUT FUNDS
Scout WorldWide Fund, Inc.
Scout Money Market Fund, Inc. - Prime
Scout Money Market Fund, Inc. - Federal
Scout Bond Fund, Inc.
Scout Stock Fund, Inc.
Scout Tax-Free Money Market, Inc.
Scout Balanced Fund, Inc.
Scout Regional Fund, Inc.
Scout Capital Preservation Fun, In.
Scout Kansas Tax-Exempt Bond Fund, Inc.
THE SCOUT FUNDS
By: /s/P. Bradley Adams
Name: P/ Bradley Adams
Title: Treasurer
Date: 01/21/98
ATTEST:
/s/ Martin A. Cramer
UMB Bank, N.A.
By: /s/Ralph R. Santoro
Name: Ralph R. Santoro
Title: Senior Vie President
Date: 01/13/98
ATTEST:
/S/ R. Wms Bl
XXXPART
EX99.23h1
TRANSFER AGENCY AGREEMENT
This Agreement made as of the 1st day of January, 1996
between Scout Stock Fund, Inc., a Maryland corporation (the
"Fund"), and Jones & Babson, Inc., a Missouri corporation (the
"Transfer Agent").
WITNESSETH
That in consideration of the mutual promises hereinafter set
forth, the parties hereto covenant and agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and
phrases shall have the following meanings:
1. "Approved Institution" shall mean an entity so named in
a Certificate, as hereinafter defined. From time to time, the
Fund may amend a previously delivered Certificate by delivering
to the Transfer Agent a Certificate naming an additional entity
or deleting any entity named in a previously delivered
Certificate.
2. The "Board of Directors" shall mean the Board of
Directors of the Fund.
3. "Certificate" shall mean any notice, instruction or
other instrument in writing, authorized or required by this
Agreement to be given to the Transfer Agent by the Fund which is
signed by any Officer, as hereinafter defined, and actually
received by the Transfer Agent.
4. "Custodian" shall mean the financial institution
appointed as custodian under the terms and conditions of the
Custody Agreement between the financial institution and the Fund,
or its successor(s).
5. "Fund Business Day" shall be determined as set out in
the Fund's prospectuses as shall be effective from time to time.
6. "Officer" shall be deemed to be the Fund's President,
any Vice President, Secretary, Treasurer, Controller, any
Assistant Controller, any Assistant Treasurer and any Assistant
Secretary, and any other person duly authorized by the Board of
Directors of the Fund to execute any Certificate, instruction,
notice or other instrument on behalf of the Fund, and any person
reasonably believed by the Transfer Agent to be such a person.
7. "Out-of-Pocket Expenses" means amounts reasonably
necessary and actually incurred by Transfer Agent in the
provision of Transfer Agent services or pursuant to this
Agreement for the following purposes: postage (and first class
mail insurance in connection with mailing Share certificates),
envelopes, check forms, continuous forms, forms for reports and
statements, stationery and other similar items, telephone and
telegraph charges incurred in answering inquiries from dealers or
shareholders, microfilm used to record transactions in
shareholder accounts and computer tapes used for permanent
storage of records and cost of insertion of materials in mailing
envelopes by outside firms. Any charges associated with special
or exception processing shall also be considered Out-of-Pocket
Expenses.
8. "Prospectus" shall mean the most recent Fund prospectus
actually received by the Transfer Agent from the Fund with
respect to which the Fund has indicated a registration statement
under the Securities Act of 1933, as amended, has
become effective, including the Statement of Additional
Information, incorporated by reference therein.
9. "Shares" shall mean all or any part of each class or
series of the shares of beneficial interest of the Fund or
portfolio listed in the Certificate as to which the Transfer
Agent acts as transfer agent hereunder, as may be amended from
time to time, which are authorized and/or issued by the Fund.
ARTICLE II
APPOINTMENT OF TRANSFER AGENT
1. Effective as of the date of this Agreement, the Fund
hereby constitutes and appoints the Transfer Agent as transfer
agent of all the Shares of the Fund and as dividend disbursing
agent during the period of this Agreement.
2. The Transfer Agent hereby accepts appointment as
transfer agent and dividend disbursing agent and agrees to
perform duties thereof as hereinafter set forth.
3. In connection with such appointment, the Fund upon the
request of the Transfer Agent, shall deliver the following
documents to the Transfer Agent:
(i) A copy of the Articles of Incorporation of the
Fund and all
amendments thereto certified by the Secretary of the Fund;
(ii) A copy of the By-laws of the Fund certified by the
Secretary of the
Fund;
(iii) A copy of a resolution of the Board of
Directors of the Fund
certified by the Secretary of the Fund appointing the
Transfer Agent and
authorizing the execution of this Transfer Agency Agreement;
(iv) A Certificate signed by the Secretary of the Fund
specifying: the number of authorized Shares, the number of
such authorized Shares issued, the number of such authorized
Shares issued and currently outstanding, the names and
specimen signatures of the Officers of the Fund and the name
and address of the legal counsel for the Fund;
(v) Specimen Share certificate for each or series
class of Shares in the form approved by the Board of
Directors of the Fund (and in a format compatible with the
Transfer Agent's system), together with a Certificate signed
by the Secretary of the Fund as to such approval;
(vi) Copies of the Fund's registration statement, as
amended to date, and the most recently filed Post-Effective
Amendment thereto, filed by the Fund with the Securities and
Exchange Commission under the Securities Act of 1933, as
amended, and under the Investment Company Act of 1940, as
amended, together with any applications filed in connection
therewith; and
(vii) Opinion of counsel for the Fund with respect
to the validity of the authorized and outstanding Shares,
whether such Shares are fully paid and nonassessable and the
status of such Shares under the Securities Act of 1933, as
amended, and any other applicable federal law or regulation
(i.e., if subject to registration, that they have been
registered and that the registration statement has become
effective or, if exempt, the specific grounds therefor).
ARTICLE III
AUTHORIZATION AND ISSUANCE OF SHARES
1. If requested by the Transfer Agent, the Fund shall
deliver to the Transfer Agent the following documents on or
before the effective date of any increase or decrease in the
total number of Shares authorized to be issued:
(a) A certified copy of the amendment to the Articles
of Incorporation giving effect to such increase or decrease;
(b) In the case of an increase, an opinion of counsel
for the Fund with respect to the validity of the Shares of
the Fund and the status of such Shares under the Securities
Act of 1933, as amended, and any other applicable federal
law or regulation (i.e., if subject to registration, that
they have been registered and that the registration
statement has become effective or, if exempt, the specific
grounds therefor); and
(c) In the case of an increase, if the appointment of
the Transfer Agent was theretofore expressly limited, a
certified copy of a resolution of the Board of Directors of
the Fund increasing the authority of the Transfer Agent.
2. Prior to the issuance of any additional Shares pursuant
to stock dividends or stock splits, etc., and prior to any
reduction in the number of Shares outstanding, if requested by
the Transfer Agent, the Fund shall deliver the following
documents to the Transfer Agent:
(a) A certified copy of the resolution(s) adopted by
the Board of Directors and/or the shareholders of the Fund
authorizing such issuance of additional Shares or such
reduction, as the case may be; and
(b) An opinion of counsel for the Fund with respect
to the validity of the Shares and the status of such Shares
under the Securities Act of 1933, as amended, and any other
applicable federal law or regulation (i.e., if subject to
registration, that they have been registered and that the
registration statement has become effective, or, if exempt,
the specific grounds therefor).
ARTICLE IV
RECAPITALIZATION OR CAPITAL ADJUSTMENT
1. In the case of any negative stock split,
recapitalization or other capital adjustment requiring a change
in the form of Share certificates, the Transfer Agent will issue
Share certificates in the new form in exchange for, or upon
transfer of, outstanding Share certificates in the old form, upon
receiving:
(a) A Certificate authorizing the issuance of the
Share certificates in the new form;
(b) A certified copy of any amendment to the Articles
of Incorporation with respect to the change;
(c) Specimen Share certificates for each class of
Shares in the new form approved by the Board of Directors of
the Fund, with a Certificate signed by the Secretary of the
Fund as to such approval; and
(d) An opinion of counsel for the Fund with respect to
the validity of the Shares in the new form and the status of
such Shares under the Securities Act of 1933, as amended,
and any other applicable federal law or regulation (i.e., if
subject to registration, that the Shares have been
registered and that the registration statement has become
effective or, if exempt, the specific grounds therefor).
2. The Fund at its expense shall furnish the Transfer
Agent with a sufficient supply of blank Share certificates in the
new form and from time to time will replenish such supply upon
the request of the Transfer Agent. Such blank Share certificates
shall be compatible with the Transfer Agent's system and shall be
properly signed by facsimile or otherwise by Officers of the Fund
authorized by law or by the By-laws to sign Share certificates
and, if required, shall bear the corporate seal or facsimile
thereof. The Fund agrees to indemnify and exonerate, save and
hold the Transfer Agent harmless from and against any and all
claims or demands that may be asserted against the Transfer Agent
with respect to the genuineness of any Share certificate supplied
to the Transfer Agent pursuant to this Article.
ARTICLE V
ISSUANCE, REDEMPTION AND TRANSFER OF SHARES
1. (a) The Transfer Agent acknowledges that it has
received a copy of the Fund's Prospectus, which Prospectus
describes how sales and redemption of Shares of the Fund
shall be made, and the Transfer Agent agrees to accept
purchase orders and redemption requests with respect to
Shares on each Fund Business Day in accordance with such
Prospectus. The Fund agrees to provide the Transfer Agent
with sufficient advance notice to enable the Transfer Agent
to effect any changes in the procedures set forth in the
Prospectus regarding such purchase and redemption procedure;
provided, however, that in no event will such advance notice
be less than thirty (30) days.
(b) The Transfer Agent shall also accept with respect
to each Fund Business Day, at such times as are agreed upon
from time to time by the Transfer Agent and the Fund, a
computer tape or electronic data transmission consistent in
all respects with the Transfer Agent's record format, as
amended from time to time, which is believed by the Transfer
Agent to be furnished by or on behalf of any Approved
Institution. The Transfer Agent shall not be liable for any
losses or damages to the Fund or its shareholders in the
event that a computer tape or electronic data transmission
from an Approved Institution is unable to be processed for
any reason beyond the control of the Transfer Agent, or if
any of the information on such tape or transmission is found
to be incorrect.
2. On each Fund Business Day, the Transfer Agent shall, as
of the time at which the Fund computes the net asset value of the
Fund, issue to and redeem from the accounts specified in a
purchase order, redemption request or computer tape or electronic
data transmission, which in accordance with the Prospectus is
effective on such Fund Business Day, the appropriate number of
full and fractional Shares based on the net asset value per Share
of such Fund specified in an advice received on such Fund
Business Day from the Fund. Notwithstanding the foregoing, if a
redemption specified in a computer tape or electronic data
transmission is for a dollar value of Shares in excess of the
dollar value of uncertificated Shares in the specified account,
the Transfer Agent shall not effect such redemption in whole or
in part and shall within twenty-four (24) hours orally advise the
Approved Institution which supplied such tape of the discrepancy.
3. In connection with a reinvestment of a dividend or
distribution of Shares of the Fund, the Transfer Agent shall as
of each Fund Business Day, as specified in a Certificate or
resolution described in paragraph 1 of succeeding Article VI,
issue Shares of the Fund based on the net asset value per Share
of such Fund specified in an advice received from the Fund on
such Fund Business Day.
4. On each Fund Business Day, the Transfer Agent shall
supply the Fund with a statement specifying with respect to the
immediately preceding Fund Business Day: the total number of
Shares of the Fund (including fractional Shares) issued and
outstanding at the opening of business on such day; the total
number of Shares of the Fund sold on such day, pursuant to the
preceding paragraph 2 of this Article; the total number of Shares
of the Fund redeemed from shareholders by the Transfer Agent on
such day; the total number of Shares of the Fund, if any, sold on
such day pursuant to the preceding paragraph 3 of this Article,
and the total number of Shares of the Fund issued and
outstanding.
5. In connection with each purchase and each redemption of
Shares, the Transfer Agent shall send such statements as are
prescribed by the Federal Securities laws applicable to transfer
agents or as described in the Prospectus. If the Prospectus
indicates that certificates for Shares are available and if
specifically requested in writing by any shareholder, or if
otherwise required hereunder, the Transfer Agent will countersign
(if necessary), issue and mail to such shareholder at the address
set forth in the records of the Transfer Agent a Share
certificate for any full Share requested.
6. As of each Fund Business Day, the Transfer Agent shall
furnish the Fund with an advice setting forth the number and
dollar amount of Shares to be redeemed on such Fund Business Day
in accordance with paragraph 2 of this Article.
7. Upon receipt of a proper redemption request and moneys
paid to it by the Custodian in connection with a redemption of
Shares, the Transfer Agent shall cancel the redeemed Shares and
after making appropriate deduction for any withholding of taxes
required of it by applicable law: (a) in the case of a redemption
of Shares pursuant to a redemption described in the preceding
paragraph l(a) of this Article, make payment in accordance with
the Fund's redemption and payment procedures described in the
Prospectus; and (b) in the case of a redemption of Shares
pursuant to a computer tape or electronic data transmission
described in the preceding paragraph l(b) of this Article, make
payment by directing a federal funds wire order to the account
previously designated by the Approved Institution specified in
said computer tape or electronic data transmission.
8. The Transfer Agent shall not be required to issue any
Shares after it has received from an Officer of the Fund or from
an appropriate federal or state authority written notification
that the sale of Shares has been suspended or discontinued, and
the Transfer Agent shall be entitled to rely upon such written
notification.
9. Upon the issuance of any Shares in accordance with this
Agreement, the Transfer Agent shall not be responsible for the
payment of any original issue or other taxes required to be paid
by the Fund in connection with such issuance of any Shares.
10. The Transfer Agent shall accept a computer tape or
electronic data transmission consistent with the Transfer Agent's
record format, as amended from time to time, which is reasonably
believed by the Transfer Agent to be furnished by or on behalf of
any Approved Institution and is represented to be instructions
with respect to the transfer of Shares from one account of such
Approved Institution to another such account, and shall effect
the transfers specified in said computer tape or electronic data
transmission. The Transfer Agent shall not be liable for any
losses to the Fund or its shareholders in the event that a
computer tape or electronic data transmission from an Approved
Institution is unable to be processed for any reason beyond the
control of the Transfer Agent, or if any of the information on
such tape or transmission is found to be incorrect.
11. (a) Except as otherwise provided in subparagraph (b)
of this paragraph and in paragraph 13 of this Article,
Shares will be transferred or redeemed upon presentation to
the Transfer Agent of Share certificates or instructions
properly endorsed for transfer or redemption, accompanied by
such documents as the Transfer Agent deems necessary to
evidence the authority of the person making such transfer or
redemption, and bearing satisfactory evidence of the payment
of stock transfer taxes. In the case of small estates where
no administration is contemplated, the Transfer Agent may,
when furnished with an appropriate surety bond, and without
further approval of the Fund, transfer or redeem Shares
registered in the name of a decedent where the current
market value of the Shares being transferred does not exceed
such amount as may from time to time be prescribed by
various states. The Transfer Agent reserves the right to
refuse to transfer or redeem Shares until it is satisfied
that the endorsement on the stock certificate or
instructions is valid and genuine, and for that purpose it
will require, unless otherwise instructed by an authorized
Officer of the Fund, a guarantee of signature by an
"Eligible Guarantor Institution" as that term is defined by
SEC Rule 17Ad-15. The Transfer Agent also reserves the right
to refuse to transfer or redeem Shares until it is satisfied
that the requested transfer or redemption is legally
authorized, and it shall incur no liability for the refusal,
in good faith, to make transfers or redemptions which the
Transfer Agent, in its judgment, deems improper or
unauthorized, or until it is satisfied that there is no
basis to any claims adverse to such transfer or redemption.
The Transfer Agent may, in effecting transfers and
redemptions of Shares, rely upon those provisions of the
Uniform Act for the Simplification of Fiduciary Security
Transfers or the Uniform Commercial Code, as the same may be
amended from time to time, applicable to the transfer of
securities, and the Fund shall indemnify the Transfer Agent
for any act done or omitted by it in good faith in reliance
upon such laws. In no event will the Fund indemnify the
Transfer Agent for any act done by it as a result of willful
misfeasance, bad faith, gross negligence or reckless
disregard of its duties. The Transfer Agent shall be
entitled to accept, and shall be fully protected by the Fund
in accepting, any request from any entity to carry out any
transaction in Shares received by the Transfer Agent through
any of the various programs offered through the National
Securities Clearing Corporation ("NSCC") (including, but not
limited to, Networking and FundServ). Any such entity shall
constitute an Approved Institution as defined herein.
(b) Notwithstanding the foregoing or any other
provision contained in this Agreement to the contrary, the
Transfer Agent shall be fully protected by the Fund in not
requiring any instruments, documents, assurances,
endorsements or guarantees, including, without limitation,
any signature guarantees, in connection with a redemption or
transfer of Shares whenever the Transfer Agent reasonably
believes that requiring the same would be inconsistent with
the transfer and redemption procedures as described in the
Prospectus.
12. Notwithstanding any provision contained in this
Agreement to the contrary, the Transfer Agent shall not be
required or expected to require, as a condition to any transfer
of any Shares pursuant to paragraph 11 of this Article or any
redemption of any Shares pursuant to a computer tape or
electronic data transmission described in this Agreement, any
documents, including, without limitation, any documents of the
kind described in subparagraph (a) of paragraph 11 of this
Article, to evidence the authority of the person requesting the
transfer or redemption and/or the payment of any stock transfer
taxes, and shall be fully protected in acting in accordance with
the applicable provisions of this Article.
13. (a) As used in this Agreement, the terms "computer
tape or electronic data transmission" and "computer tape
believed by the Transfer Agent to be furnished by an
Approved Institution", shall include any tapes generated by
the Transfer Agent to reflect information believed by the
Transfer Agent to have been input by an Approved
Institution, via a remote terminal or other similar link,
into a data processing, storage or collection system, or
similar system (the "System"), located on the Transfer
Agent's premises. For purposes of paragraph 1 of this
Article, such a computer tape or electronic data
transmission shall be deemed to have been furnished at such
times as are agreed upon from time to time by the Transfer
Agent and Fund only if the information reflected thereon was
input to the System at such times as are agreed upon from
time to time by the Transfer Agent and the Fund.
(b) Nothing contained in this Agreement shall
constitute any agreement or representation by the Transfer
Agent to permit, or to agree to permit, any Approved
Institution to input information into a System.
(c) The Transfer Agent reserves the right to approve,
in advance, any Approved Institution; such approval not to
be unreasonably withheld. The Transfer Agent also reserves
the right to terminate any and all automated data
communications, at its discretion, upon a reasonable attempt
to notify the Fund when in the opinion of the Transfer Agent
continuation of such communications would jeopardize the
accuracy and/or integrity of the Fund's records on the
System.
ARTICLE VI
DIVIDENDS AND DISTRIBUTIONS
1. The Fund shall furnish to the Transfer Agent a copy of
a resolution of its Board of Directors, certified by the
Secretary or any Assistant Secretary, either: (i) setting
forth the date of the declaration of a dividend or distribution,
the date of accrual or payment, as the case may be, thereof, the
record date as of which shareholders entitled to payment, or
accrual, as the case may be, shall be determined, the amount per
Share of such dividend or distribution, the payment date on which
all previously accrued and unpaid dividends are to be paid and
the total amount, if any, payable to the Transfer Agent on such
payment date; or (ii) authorizing the declaration of dividends
and distributions on a daily or other periodic basis and
authorizing the Transfer Agent to rely on a Certificate setting
forth the information described in subsection (i) of this
paragraph.
2. Upon the mail date specified in such Certificate or
resolution, as the case may be, the Fund shall, in the case of a
cash dividend or distribution, cause the Custodian to deposit in
an account in the name of the Transfer Agent on behalf of the
Fund an amount of cash, if any, sufficient for the Transfer Agent
to make the payment, as of the mail date, specified in such
Certificate or resolution, as the case may be, to the
shareholders who were of record on the record date. The Transfer
Agent will, upon receipt of any such cash, make payment of such
cash dividends or distributions to the shareholders of record as
of the record date by: (i) mailing a check, payable to the
registered shareholder, to the address of record or dividend
mailing address; or (ii) wiring such amounts to the accounts
previously designated by an Approved Institution, as the case may
be. The Transfer Agent shall not be liable for any improper
payments made in good faith and without negligence, in accordance
with a Certificate or resolution described in the preceding
paragraph. If the Transfer Agent shall not receive from the
Custodian sufficient cash to make payments of any cash dividend
or distribution to all shareholders of the Fund as of the record
date, the Transfer Agent shall, upon notifying the Fund, withhold
payment to all shareholders of record as of the record date until
sufficient cash is provided to the Transfer Agent.
3. It is understood that the Transfer Agent shall in no
way be responsible for the determination of the rate or form of
dividends or capital gain distributions due to the shareholders.
It is expressly agreed and understood that the Transfer Agent is
not liable for any loss as a result of processing a distribution
based on information provided in the Certificate that is
incorrect. The Fund agrees to pay the Transfer Agent for any and
all costs, both direct and Out-of-Pocket Expenses, incurred in
such corrective work as necessary to remedy such error.
4. It is understood that the Transfer Agent shall file
such appropriate information returns concerning the payment of
dividend and capital gain distributions with the proper federal,
state and local authorities as are required by law to be filed by
the Fund, but shall in no way be responsible for the collection
or withholding of taxes due on such dividends or distributions
due to shareholders, except and only to the extent required by
applicable law. Anything in this Agreement to the contrary
notwithstanding, the Fund shall be solely responsible for the
accurate, complete and timely filing with the proper federal,
state and local authorities of all tax information with respect
to any Fund account maintained under Matrix Level 3 through any
of the various programs offered through the NSCC (including, but
not limited to, Networking and FundServ).
ARTICLE VII
CONCERNING THE FUND
1. The Fund represents to the Transfer Agent that:
(a) It is a corporation duly organized and existing
under the laws of the State of Maryland.
(b) It is empowered under applicable laws and by its
Articles of Incorporation and By-laws to enter into and
perform this Agreement.
(c) All requisite corporate proceedings have been
taken to authorize it to enter into and perform this
Agreement.
(d) It is an investment company registered under the
Investment Company Act of 1940, as amended.
(e) A registration statement under the Securities Act
of 1933, as amended, with respect to the Shares is
effective. The Fund shall notify the Transfer Agent if such
registration statement or any state securities registrations
have been terminated or a stop order has been entered with
respect to the Shares.
2. Each copy of the Articles of Incorporation of the Fund
and copies of all amendments thereto shall be certified by the
Secretary of State (or other appropriate official) of the state
of organization, and if such Articles of Incorporation and/or
amendments are required by law also to be filed with a county or
other officer or official body, a certificate of such filing
shall be filed with a certified copy submitted to the Transfer
Agent. Each copy of the By-laws and copies of all amendments
thereto, and copies of resolutions of the Board of Directors of
the Fund shall be certified by the Secretary of the Fund under
seal.
3. The Fund shall promptly deliver to the Transfer Agent
written notice of any change in the Officers authorized to sign
Share certificates, notifications or requests, together with a
specimen signature of each new Officer. In the event any Officer
who shall have signed manually or whose facsimile signature shall
have been affixed to blank Share certificates shall die, resign
or be removed prior to issuance of such Share certificates, the
Transfer Agent may issue such Share certificates of the Fund
notwithstanding such death, resignation or removal, and the Fund
shall promptly deliver to the Transfer Agent such approval,
adoption or ratification as may be required by law.
4. It shall be the sole responsibility of the Fund to
deliver to the Transfer Agent the Fund's currently effective
Prospectus and, for purposes of this Agreement, the Transfer
Agent shall not be deemed to have notice of any information
contained in such Prospectus until a reasonable time after it is
actually received by the Transfer Agent.
ARTICLE VIII
CONCERNING THE TRANSFER AGENT
1. The Transfer Agent represents and warrants to the Fund
that:
(a) It is a corporation duly organized and existing
under the laws of the State of Missouri.
(b) It is empowered under applicable law and by its
Articles of Incorporation and By-laws to enter into and
perform this Agreement.
(c) All requisite corporate proceedings have been
taken to authorize it to enter into and perform this
Agreement.
(d) It is duly registered as a transfer agent under
Section 17A of the Securities Exchange Act of 1934, as
amended.
2. The Transfer Agent shall not be liable and shall be
indemnified in acting upon any computer tape or electronic data
transmission, writing or document reasonably believed by it to be
genuine and to have been signed or made by an Officer of the Fund
or person designated by the Fund and shall not be held to have
any notice of any change of authority of any person until receipt
of written notice thereof from the Fund or such person. It shall
also be protected in processing Share certificates which bear the
proper countersignature of the Transfer Agent and which it
reasonably believes to bear the proper manual or facsimile
signature of the Officers of the Fund.
3. The Transfer Agent upon notice to the Fund may
establish such additional procedures, rules and regulations
governing the transfer or registration of Share certificates as
it may deem advisable and consistent with such rules and
regulations generally adopted by mutual fund transfer agents.
4. The Transfer Agent shall keep such records as it may
deem advisable and is agreeable to the Fund, but not
inconsistent with the rules and regulations of appropriate
government authorities, in particular Rules 31a-2 and 31a-3 under
the Investment Company Act of 1940, as amended. The Transfer
Agent acknowledges that such records are the property of the
Fund. The Transfer Agent may deliver to the Fund from time to
time at its discretion, for safekeeping or disposition by the
Fund in accordance with law, such records, papers, documents
accumulated in the execution of its duties as such Transfer
Agent, as the Transfer Agent may deem expedient, other than those
which the Transfer Agent is itself required to maintain pursuant
to applicable laws and regulations. The Fund shall assume all
responsibility for any failure thereafter to produce any record,
paper, cancelled Share certificate or other document so returned,
if and when required. Such records maintained by the Transfer
Agent pursuant to this paragraph 4, which have not been
previously delivered to the Fund pursuant to the foregoing
provisions of this paragraph 4, shall be considered to be the
property of the Fund, shall be made available upon request for
inspection by the Officers, employees and auditors of the Fund,
and records shall be delivered to the Fund upon request and in
any event upon the date of termination of this Agreement, as
specified in Article IX of this Agreement, in the form and manner
kept by the Transfer Agent on such date of termination or such
earlier date as may be requested by the Fund.
5. The Transfer Agent shall not be liable for any loss or
damage, including counsel fees, resulting from its actions or
omissions to act or otherwise, except for any loss or damage
arising out of its bad faith, willful misfeasance, gross
negligence or reckless disregard of its duties under this
Agreement.
6. (a) The Fund shall indemnify and exonerate, save and
hold harmless the Transfer Agent from and against any and
all claims (whether with or without basis in fact or law),
demands, expenses (including reasonable attorneys' fees) and
liabilities of any and every nature which the Transfer Agent
may sustain or incur or which may be asserted against the
Transfer Agent by any person by reason of or as a result of
any action taken or omitted to be taken by any prior
transfer agent of the Fund or as a result of any action
taken or omitted to be taken by the Transfer Agent in good
faith and without gross negligence or willful misfeasance or
in reliance upon: (i) any provision of this Agreement;
(ii) the Prospectus; (iii) any instruction or order
including, without limitation, any computer tape or
electronic data transmission reasonably believed by the
Transfer Agent to have been received from an Approved
Institution; (iv) any instrument, order or Share certificate
reasonably believed by it to be genuine and to be signed,
countersigned or executed by any duly authorized Officer of
the Fund; (v) any Certificate or other instructions of an
Officer; (vi) any opinion of legal counsel for the Fund or
the Transfer Agent; or (vii) any request by any entity to
carry out any transaction in Shares received by the Transfer
Agent through any of the various programs offered through
the NSCC (including, but not limited to, Networking and
FundServ). The Fund shall indemnify and exonerate, save and
hold the Transfer Agent harmless from and against any and
all claims (whether with or without basis in fact or law),
demands, expenses (including reasonable attorneys' fees) and
liabilities of any and every nature which the Transfer Agent
may sustain or incur or which may be asserted against the
Transfer Agent by any person by reason of or as a result of
any action taken or omitted to be taken by the Transfer
Agent in good faith in connection with its appointment or in
reliance upon any law, act, regulation or any interpretation
of the same even though such law, act or regulation may
thereafter have been altered, changed, amended or repealed.
(b) The Transfer Agent shall not settle any claim,
demand, expense or liability to which it may seek indemnity
pursuant to paragraph 6(a) above (each, an "Indemnifiable
Claim") without the express written consent of an Officer of
the Fund. The Transfer Agent shall notify the Fund within
fifteen (15) days of receipt of notification of an
Indemnifiable Claim, provided that the failure by the
Transfer Agent to furnish such notification shall not impair
its right to seek indemnification from the Fund unless the
Fund is unable to adequately defend the Indemnifiable Claim
as a result of such failure, and further provided, that if
as a result of the Transfer Agent's failure to provide the
Fund with timely notice of the institution of litigation a
judgment by default is entered, prior to seeking
indemnification from the Fund the Transfer Agent, at its own
cost and expense, shall open such judgment. The Fund shall
have the right to defend any Indemnifiable Claim at its own
expense, provided that such defense shall be conducted by
counsel selected by the Fund and reasonably acceptable to
the Transfer Agent. The Transfer Agent may join in such
defense at its own expense, but to the extent that it shall
so desire the Fund shall direct such defense. The Fund shall
not settle any Indemnifiable Claim without the express
written consent
of the Transfer Agent if the Transfer Agent determines that
such settlement would have an adverse effect on the Transfer
Agent beyond the scope of this Agreement. In such event, the
Fund and the Transfer Agent shall each be responsible for
their own defense at their own cost and expense, and such
claim shall not be deemed an Indemnifiable Claim hereunder.
If the Fund shall fail or refuse to defend an Indemnifiable
Claim, the Transfer Agent may provide its own defense at the
cost and expense of the Fund. Anything in this Agreement to
the contrary notwithstanding, the Fund shall not indemnify
the Transfer Agent against any liability or expense arising
out of the Transfer Agent's willful misfeasance, bad faith,
gross negligence or reckless disregard of its duties and
obligations under this Agreement. The Transfer Agent shall
indemnify and hold the Fund harmless from and against any
and all losses, damages, costs, charges, counsel fees,
payments, expenses and liability arising out of or
attributable to any action or failure or omission to act by
the Transfer Agent as a result of the Transfer Agent's lack
of good faith, gross negligence or willful misfeasance.
7. The Transfer Agent shall not be liable to the Fund with
respect to any redemption draft on which the signature of the
drawer is forged and which the Fund's Custodian has advised the
Transfer Agent to honor the redemption (but nothing herein is
meant to impose any duties upon the Fund's Custodian); nor shall
the Transfer Agent be liable for any material alteration or
absence or forgery of any endorsement, it being understood that
the Transfer Agent's sole responsibility with respect to
inspecting redemption drafts is to use reasonable care to verify
the drawer's signature against signatures on file.
8. There shall be excluded from the consideration of
whether the Transfer Agent has breached this Agreement in any
way, any period of time, and only such period of time during
which the Transfer Agent's performance is materially affected, by
reason of circumstances beyond its control (collectively,
"Causes"), including, without limitation, mechanical breakdowns
of equipment (including any alternative power supply and
operating systems software), flood or catastrophe, acts of God,
failures of transportation, communication or power supply,
strikes, lockouts, work stoppages or other similar circumstances.
9. At any time the Transfer Agent may apply to an Officer
of the Fund for written instructions with respect to any matter
arising in connection with the Transfer Agent's duties and
obligations under this Agreement, and the Transfer Agent shall
not be liable for any action taken or permitted by it in good
faith in accordance with such written instructions. Such
application by the Transfer Agent for written instructions from
an Officer of the Fund may set forth in writing any action
proposed to be taken or omitted by the Transfer Agent with
respect to its duties or obligations under this Agreement and the
date on and/or after which such action shall be taken. The
Transfer Agent shall not be liable for any action taken or
omitted in accordance with a proposal included in any such
application on or after the date specified therein unless, prior
to taking or omitting any such action, the Transfer Agent has
received written instructions in response to such application
specifying the action to be taken or omitted. The Transfer Agent
may consult counsel of the Fund, or upon notice to the Fund, its
own counsel, at the expense of the Fund and shall be fully
protected with respect to anything done or omitted by it in good
faith in accordance with the advice or opinion of counsel to the
Fund or its own counsel.
10. The Transfer Agent may issue new Share certificates in
place of certificates represented to have been lost, stolen or
destroyed upon receiving written instructions from the
shareholder accompanied by proof of an indemnity or surety bond
issued by a recognized insurance institution specified by the
Fund or the Transfer Agent.
If the Transfer Agent receives written notification from the
shareholder or broker dealer that the certificate issued was
never received, and such notification is made within thirty (30)
days of the date of issuance, the Transfer Agent may reissue the
certificate without requiring a surety bond. The Transfer Agent
may also reissue certificates which are represented as lost,
stolen or destroyed without requiring a surety bond provided that
the notification is in writing and accompanied by an
indemnification signed on behalf of a member firm of the New York
Stock Exchange and signed by an officer of said firm with the
signature guaranteed. Notwithstanding the foregoing, the Transfer
Agent will reissue a certificate upon written authorization from
an Officer of the Fund.
11. In case of any requests or demands for the inspection
of the shareholder records of the Fund, the Transfer Agent will
endeavor to notify the Fund promptly and to secure instructions
from an Officer as to such inspection. The Transfer Agent
reserves the right, however, to exhibit the shareholder records
to any person whenever it receives an opinion from its counsel
that there is a reasonable likelihood that the Transfer Agent
will be held liable for the failure to exhibit the shareholder
records to such person; provided, however, that in connection
with any such disclosure the Transfer Agent shall promptly notify
the Fund that such disclosure has been made or is to be made.
12. At the request of an Officer of the Fund, the Transfer
Agent will address and mail such appropriate notices to
shareholders as the Fund may direct.
13. Notwithstanding any of the foregoing provisions of this
Agreement, the Transfer Agent shall be under no duty or
obligation to inquire into, and shall not be liable for:
(a) The legality of the issue or sale of any Shares,
the sufficiency of the amount to be received therefor, or
the authority of the Approved Institution or of the Fund, as
the case may be, to request such sale or issuance;
(b) The legality of a transfer of Shares, or of a
redemption of any Shares, the propriety of the amount to be
paid therefor, or the authority of the Approved Institution
or of the Fund, as the case may be, to request such transfer
or redemption;
(c) The legality of the declaration of any dividend by
the Fund, or the legality of the issue of any Shares in
payment of any stock dividend; or
(d) The legality of any recapitalization or
readjustment of Shares.
14. The Transfer Agent shall have no duties or
responsibilities whatsoever except such duties and
responsibilities as are specifically set forth in this Agreement,
and no covenant or obligation shall be implied in this Agreement
against the Transfer Agent.
15. Purchase and Prices of Services:
(a) The Fund will compensate the Transfer Agent for,
and Transfer Agent will provide, beginning on the execution
date of this Agreement and continuing until the termination
of this Agreement as provided hereinafter, the services set
forth in Schedule I.
(b) The current unit prices for the services are set
forth in the Schedule II (the "Schedule II Fees"). Effective
as of January 1, 1997, once in each calendar year, the
Transfer Agent may elect to raise the Schedule II Fees upon
ninety (90) days prior notice to the Fund, all subject to
the mutual agreement of the parties hereto. Notwithstanding
the annual right to raise the Schedule II Fees, the Transfer
Agent may increase prices due to changes in legal or
regulatory requirements subject to the approval of the Fund,
which approval shall not be unreasonably withheld.
16. Billing and Payment:
(a) The Transfer Agent shall bill the Fund monthly in
arrears for accounts maintained and Out-of-Pocket Expenses.
The Transfer Agent may from time to time request that the
Fund advance estimated expenditures of an unusual nature
subject to reconciliation of actual expenses as soon as
practicable thereafter.
(b) The Fund shall pay the Transfer Agent in
immediately available funds at UMB Bank, n.a. in Kansas
City, Missouri within thirty (30) days of the date of the
bill. Any amounts due under this Agreement which are not
paid within said thirty (30) day period shall bear interest
at the rate of one and one-half percent (l 1/2%) per month
from such date until paid in full.
ARTICLE IX
TERMINATION
Either of the parties hereto may terminate this Agreement by
giving to the other party a notice in writing specifying the date
of such termination, which shall be not less than sixty (60) days
after the date of receipt of such notice. In the event such
notice is given by the Fund, it shall be accompanied by a copy of
a resolution of the Board of Directors of the Fund, certified by
the Secretary or any Assistant Secretary, electing to terminate
this Agreement and designating the successor transfer agent or
transfer agents. In the event such notice is given by the
Transfer Agent, the Fund shall on or before the termination date,
deliver to the Transfer Agent a copy of a resolution of its Board
of Directors, certified by the Secretary or any Assistant
Secretary, designating a successor transfer agent or transfer
agents. In the absence of such designation by the Fund, the Fund
shall upon the date specified in the notice of termination of
this Agreement and delivery of the records maintained hereunder,
be deemed to be its own transfer agent and the Transfer Agent
shall thereby be relieved of all duties and responsibilities
pursuant to this Agreement.
In the event this Agreement is terminated as provided
herein, the Transfer Agent, upon the written request of the Fund,
shall deliver the records of the Fund on electromagnetic media to
the Fund or its successor transfer agent. The Fund shall be
responsible to the Transfer Agent for the reasonable costs and
expenses associated with the preparation and delivery of such
media.
ARTICLE X
MISCELLANEOUS
1 The Fund agrees that prior to effecting any change in
the Prospectus which would increase or alter the duties and
obligations of the Transfer Agent hereunder, it shall advise the
Transfer Agent of such proposed change at least thirty (30) days
prior to the intended date of the same, and shall proceed with
such change only if it shall have received the written consent of
the Transfer Agent thereto, which shall not be unreasonably
withheld.
2. Any notice or other instrument in writing, authorized
or required by this Agreement to be given to the Fund shall be
sufficiently given if addressed to the Fund and mailed or
delivered to it at:
BMA Tower
700 Karnes Blvd.
Kansas City, MO 64108
or at such other place as the Fund may from time to time
designate in writing.
3. Any notice or other instrument in writing, authorized
or required by this Agreement to be given to the Transfer Agent
shall be sufficiently given if addressed to the Transfer Agent
and mailed or delivered to:
BMA Tower
700 Karnes Blvd.
Kansas City, MO 64108
or at such other place as the Transfer Agent may from time to
time designate in writing.
4. This Agreement may not be amended or modified in any
manner except by a written agreement executed by both parties
with the formality of this Agreement.
5. This Agreement shall extend to and shall be binding
upon the parties hereto, and their respective successors and
assigns.
6. This Agreement shall be governed by and construed in
accordance with the laws of the State of Missouri.
7. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original,
but such counterparts shall, together, constitute only one
instrument.
8. The provisions of this Agreement are intended to
benefit only the Transfer Agent and the Fund, and no rights shall
be granted to any other person by virtue of this Agreement.
9. (a) The Transfer Agent shall endeavor to assist in
resolving shareholder inquiries and errors relating to the
period during which prior transfer agents acted as such for
the Fund. Any such inquiries or errors which cannot be
expediently resolved by the Transfer Agent will be referred
to the Fund.
(b) The Transfer Agent shall only be responsible for
the safekeeping and maintenance of transfer agency records,
cancelled Share certificates and correspondence of the Fund
created or produced prior to the time of conversion which
are under its control and acknowledged in a writing to the
Fund to be in its possession. Any expenses or liabilities
incurred by the Transfer Agent as a result of shareholder
inquiries, regulatory compliance or audits related to such
records and not caused as a result of Transfer Agent's bad
faith, willful misfeasance or gross negligence shall be the
responsibility of the Fund as provided in Article VIII
herein.
[The remainder of this page intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective corporate officer,
thereunto duly authorized and their respective corporate seals to
be hereunto affixed, as of the day and year first above written.
SCOUT STOCK FUND, INC.
By /s/Larry D. Armel
Name: Larry D. Armel
Title: President
[SEAL]
JONES & BABSON, INC.
Name: Martin A. Cramer
Title: Secretary
[SEAL]
TA Agmt/J&B- Scout Stock Fund, Inc.
EX99.23h2
TRANSFER AGENCY AGREEMENT
This Agreement made as of the 1st day of January, 1996
between Scout WorldWide Fund, Inc., a Maryland corporation (the
"Fund"), and Jones & Babson, Inc., a Missouri corporation (the
"Transfer Agent").
WITNESSETH
That in consideration of the mutual promises hereinafter set
forth, the parties hereto covenant and agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and
phrases shall have the following meanings:
1. "Approved Institution" shall mean an entity so named in
a Certificate, as hereinafter defined. From time to time, the
Fund may amend a previously delivered Certificate by delivering
to the Transfer Agent a Certificate naming an additional entity
or deleting any entity named in a previously delivered
Certificate.
2. The "Board of Directors" shall mean the Board of
Directors of the Fund.
3. "Certificate" shall mean any notice, instruction or
other instrument in writing, authorized or required by this
Agreement to be given to the Transfer Agent by the Fund which is
signed by any Officer, as hereinafter defined, and actually
received by the Transfer Agent.
4. "Custodian" shall mean the financial institution
appointed as custodian under the terms and conditions of the
Custody Agreement between the financial institution and the Fund,
or its successor(s).
5. "Fund Business Day" shall be determined as set out in
the Fund's prospectuses as shall be effective from time to time.
6. "Officer" shall be deemed to be the Fund's President,
any Vice President, Secretary, Treasurer, Controller, any
Assistant Controller, any Assistant Treasurer and any Assistant
Secretary, and any other person duly authorized by the Board of
Directors of the Fund to execute any Certificate, instruction,
notice or other instrument on behalf of the Fund, and any person
reasonably believed by the Transfer Agent to be such a person.
7. "Out-of-Pocket Expenses" means amounts reasonably
necessary and actually incurred by Transfer Agent in the
provision of Transfer Agent services or pursuant to this
Agreement for the following purposes: postage (and first class
mail insurance in connection with mailing Share certificates),
envelopes, check forms, continuous forms, forms for reports and
statements, stationery and other similar items, telephone and
telegraph charges incurred in answering inquiries from dealers or
shareholders, microfilm used to record transactions in
shareholder accounts and computer tapes used for permanent
storage of records and cost of insertion of materials in mailing
envelopes by outside firms. Any charges associated with special
or exception processing shall also be considered Out-of-Pocket
Expenses.
8. "Prospectus" shall mean the most recent Fund prospectus
actually received by the Transfer Agent from the Fund with
respect to which the Fund has indicated a registration statement
under the Securities Act of 1933, as amended, has
become effective, including the Statement of Additional
Information, incorporated by reference therein.
9. "Shares" shall mean all or any part of each class or
series of the shares of beneficial interest of the Fund or
portfolio listed in the Certificate as to which the Transfer
Agent acts as transfer agent hereunder, as may be amended from
time to time, which are authorized and/or issued by the Fund.
ARTICLE II
APPOINTMENT OF TRANSFER AGENT
1. Effective as of the date of this Agreement, the Fund
hereby constitutes and appoints the Transfer Agent as transfer
agent of all the Shares of the Fund and as dividend disbursing
agent during the period of this Agreement.
2. The Transfer Agent hereby accepts appointment as
transfer agent and dividend disbursing agent and agrees to
perform duties thereof as hereinafter set forth.
3. In connection with such appointment, the Fund upon the
request of the Transfer Agent, shall deliver the following
documents to the Transfer Agent:
(i) A copy of the Articles of Incorporation of the
Fund and all
amendments thereto certified by the Secretary of the Fund;
(ii) A copy of the By-laws of the Fund certified by the
Secretary of the
Fund;
(iii) A copy of a resolution of the Board of
Directors of the Fund
certified by the Secretary of the Fund appointing the
Transfer Agent and
authorizing the execution of this Transfer Agency Agreement;
(iv) A Certificate signed by the Secretary of the Fund
specifying: the number of authorized Shares, the number of
such authorized Shares issued, the number of such authorized
Shares issued and currently outstanding, the names and
specimen signatures of the Officers of the Fund and the name
and address of the legal counsel for the Fund;
(v) Specimen Share certificate for each or series
class of Shares in the form approved by the Board of
Directors of the Fund (and in a format compatible with the
Transfer Agent's system), together with a Certificate signed
by the Secretary of the Fund as to such approval;
(vi) Copies of the Fund's registration statement, as
amended to date, and the most recently filed Post-Effective
Amendment thereto, filed by the Fund with the Securities and
Exchange Commission under the Securities Act of 1933, as
amended, and under the Investment Company Act of 1940, as
amended, together with any applications filed in connection
therewith; and
(vii) Opinion of counsel for the Fund with respect
to the validity of the authorized and outstanding Shares,
whether such Shares are fully paid and nonassessable and the
status of such Shares under the Securities Act of 1933, as
amended, and any other applicable federal law or regulation
(i.e., if subject to registration, that they have been
registered and that the registration statement has become
effective or, if exempt, the specific grounds therefor).
ARTICLE III
AUTHORIZATION AND ISSUANCE OF SHARES
1. If requested by the Transfer Agent, the Fund shall
deliver to the Transfer Agent the following documents on or
before the effective date of any increase or decrease in the
total number of Shares authorized to be issued:
(a) A certified copy of the amendment to the Articles
of Incorporation giving effect to such increase or decrease;
(b) In the case of an increase, an opinion of counsel
for the Fund with respect to the validity of the Shares of
the Fund and the status of such Shares under the Securities
Act of 1933, as amended, and any other applicable federal
law or regulation (i.e., if subject to registration, that
they have been registered and that the registration
statement has become effective or, if exempt, the specific
grounds therefor); and
(c) In the case of an increase, if the appointment of
the Transfer Agent was theretofore expressly limited, a
certified copy of a resolution of the Board of Directors of
the Fund increasing the authority of the Transfer Agent.
2. Prior to the issuance of any additional Shares pursuant
to stock dividends or stock splits, etc., and prior to any
reduction in the number of Shares outstanding, if requested by
the Transfer Agent, the Fund shall deliver the following
documents to the Transfer Agent:
(a) A certified copy of the resolution(s) adopted by
the Board of Directors and/or the shareholders of the Fund
authorizing such issuance of additional Shares or such
reduction, as the case may be; and
(b) An opinion of counsel for the Fund with respect
to the validity of the Shares and the status of such Shares
under the Securities Act of 1933, as amended, and any other
applicable federal law or regulation (i.e., if subject to
registration, that they have been registered and that the
registration statement has become effective, or, if exempt,
the specific grounds therefor).
ARTICLE IV
RECAPITALIZATION OR CAPITAL ADJUSTMENT
1. In the case of any negative stock split,
recapitalization or other capital adjustment requiring a change
in the form of Share certificates, the Transfer Agent will issue
Share certificates in the new form in exchange for, or upon
transfer of, outstanding Share certificates in the old form, upon
receiving:
(a) A Certificate authorizing the issuance of the
Share certificates in the new form;
(b) A certified copy of any amendment to the Articles
of Incorporation with respect to the change;
(c) Specimen Share certificates for each class of
Shares in the new form approved by the Board of Directors of
the Fund, with a Certificate signed by the Secretary of the
Fund as to such approval; and
(d) An opinion of counsel for the Fund with respect to
the validity of the Shares in the new form and the status of
such Shares under the Securities Act of 1933, as amended,
and any other applicable federal law or regulation (i.e., if
subject to registration, that the Shares have been
registered and that the registration statement has become
effective or, if exempt, the specific grounds therefor).
2. The Fund at its expense shall furnish the Transfer
Agent with a sufficient supply of blank Share certificates in the
new form and from time to time will replenish such supply upon
the request of the Transfer Agent. Such blank Share certificates
shall be compatible with the Transfer Agent's system and shall be
properly signed by facsimile or otherwise by Officers of the Fund
authorized by law or by the By-laws to sign Share certificates
and, if required, shall bear the corporate seal or facsimile
thereof. The Fund agrees to indemnify and exonerate, save and
hold the Transfer Agent harmless from and against any and all
claims or demands that may be asserted against the Transfer Agent
with respect to the genuineness of any Share certificate supplied
to the Transfer Agent pursuant to this Article.
ARTICLE V
ISSUANCE, REDEMPTION AND TRANSFER OF SHARES
1. (a) The Transfer Agent acknowledges that it has
received a copy of the Fund's Prospectus, which Prospectus
describes how sales and redemption of Shares of the Fund
shall be made, and the Transfer Agent agrees to accept
purchase orders and redemption requests with respect to
Shares on each Fund Business Day in accordance with such
Prospectus. The Fund agrees to provide the Transfer Agent
with sufficient advance notice to enable the Transfer Agent
to effect any changes in the procedures set forth in the
Prospectus regarding such purchase and redemption procedure;
provided, however, that in no event will such advance notice
be less than thirty (30) days.
(b) The Transfer Agent shall also accept with respect
to each Fund Business Day, at such times as are agreed upon
from time to time by the Transfer Agent and the Fund, a
computer tape or electronic data transmission consistent in
all respects with the Transfer Agent's record format, as
amended from time to time, which is believed by the Transfer
Agent to be furnished by or on behalf of any Approved
Institution. The Transfer Agent shall not be liable for any
losses or damages to the Fund or its shareholders in the
event that a computer tape or electronic data transmission
from an Approved Institution is unable to be processed for
any reason beyond the control of the Transfer Agent, or if
any of the information on such tape or transmission is found
to be incorrect.
2. On each Fund Business Day, the Transfer Agent shall, as
of the time at which the Fund computes the net asset value of the
Fund, issue to and redeem from the accounts specified in a
purchase order, redemption request or computer tape or electronic
data transmission, which in accordance with the Prospectus is
effective on such Fund Business Day, the appropriate number of
full and fractional Shares based on the net asset value per Share
of such Fund specified in an advice received on such Fund
Business Day from the Fund. Notwithstanding the foregoing, if a
redemption specified in a computer tape or electronic data
transmission is for a dollar value of Shares in excess of the
dollar value of uncertificated Shares in the specified account,
the Transfer Agent shall not effect such redemption in whole or
in part and shall within twenty-four (24) hours orally advise the
Approved Institution which supplied such tape of the discrepancy.
3. In connection with a reinvestment of a dividend or
distribution of Shares of the Fund, the Transfer Agent shall as
of each Fund Business Day, as specified in a Certificate or
resolution described in paragraph 1 of succeeding Article VI,
issue Shares of the Fund based on the net asset value per Share
of such Fund specified in an advice received from the Fund on
such Fund Business Day.
4. On each Fund Business Day, the Transfer Agent shall
supply the Fund with a statement specifying with respect to the
immediately preceding Fund Business Day: the total number of
Shares of the Fund (including fractional Shares) issued and
outstanding at the opening of business on such day; the total
number of Shares of the Fund sold on such day, pursuant to the
preceding paragraph 2 of this Article; the total number of Shares
of the Fund redeemed from shareholders by the Transfer Agent on
such day; the total number of Shares of the Fund, if any, sold on
such day pursuant to the preceding paragraph 3 of this Article,
and the total number of Shares of the Fund issued and
outstanding.
5. In connection with each purchase and each redemption of
Shares, the Transfer Agent shall send such statements as are
prescribed by the Federal Securities laws applicable to transfer
agents or as described in the Prospectus. If the Prospectus
indicates that certificates for Shares are available and if
specifically requested in writing by any shareholder, or if
otherwise required hereunder, the Transfer Agent will countersign
(if necessary), issue and mail to such shareholder at the address
set forth in the records of the Transfer Agent a Share
certificate for any full Share requested.
6. As of each Fund Business Day, the Transfer Agent shall
furnish the Fund with an advice setting forth the number and
dollar amount of Shares to be redeemed on such Fund Business Day
in accordance with paragraph 2 of this Article.
7. Upon receipt of a proper redemption request and moneys
paid to it by the Custodian in connection with a redemption of
Shares, the Transfer Agent shall cancel the redeemed Shares and
after making appropriate deduction for any withholding of taxes
required of it by applicable law: (a) in the case of a redemption
of Shares pursuant to a redemption described in the preceding
paragraph l(a) of this Article, make payment in accordance with
the Fund's redemption and payment procedures described in the
Prospectus; and (b) in the case of a redemption of Shares
pursuant to a computer tape or electronic data transmission
described in the preceding paragraph l(b) of this Article, make
payment by directing a federal funds wire order to the account
previously designated by the Approved Institution specified in
said computer tape or electronic data transmission.
8. The Transfer Agent shall not be required to issue any
Shares after it has received from an Officer of the Fund or from
an appropriate federal or state authority written notification
that the sale of Shares has been suspended or discontinued, and
the Transfer Agent shall be entitled to rely upon such written
notification.
9. Upon the issuance of any Shares in accordance with this
Agreement, the Transfer Agent shall not be responsible for the
payment of any original issue or other taxes required to be paid
by the Fund in connection with such issuance of any Shares.
10. The Transfer Agent shall accept a computer tape or
electronic data transmission consistent with the Transfer Agent's
record format, as amended from time to time, which is reasonably
believed by the Transfer Agent to be furnished by or on behalf of
any Approved Institution and is represented to be instructions
with respect to the transfer of Shares from one account of such
Approved Institution to another such account, and shall effect
the transfers specified in said computer tape or electronic data
transmission. The Transfer Agent shall not be liable for any
losses to the Fund or its shareholders in the event that a
computer tape or electronic data transmission from an Approved
Institution is unable to be processed for any reason beyond the
control of the Transfer Agent, or if any of the information on
such tape or transmission is found to be incorrect.
11. (a) Except as otherwise provided in subparagraph (b)
of this paragraph and in paragraph 13 of this Article,
Shares will be transferred or redeemed upon presentation to
the Transfer Agent of Share certificates or instructions
properly endorsed for transfer or redemption, accompanied by
such documents as the Transfer Agent deems necessary to
evidence the authority of the person making such transfer or
redemption, and bearing satisfactory evidence of the payment
of stock transfer taxes. In the case of small estates where
no administration is contemplated, the Transfer Agent may,
when furnished with an appropriate surety bond, and without
further approval of the Fund, transfer or redeem Shares
registered in the name of a decedent where the current
market value of the Shares being transferred does not exceed
such amount as may from time to time be prescribed by
various states. The Transfer Agent reserves the right to
refuse to transfer or redeem Shares until it is satisfied
that the endorsement on the stock certificate or
instructions is valid and genuine, and for that purpose it
will require, unless otherwise instructed by an authorized
Officer of the Fund, a guarantee of signature by an
"Eligible Guarantor Institution" as that term is defined by
SEC Rule 17Ad-15. The Transfer Agent also reserves the right
to refuse to transfer or redeem Shares until it is satisfied
that the requested transfer or redemption is legally
authorized, and it shall incur no liability for the refusal,
in good faith, to make transfers or redemptions which the
Transfer Agent, in its judgment, deems improper or
unauthorized, or until it is satisfied that there is no
basis to any claims adverse to such transfer or redemption.
The Transfer Agent may, in effecting transfers and
redemptions of Shares, rely upon those provisions of the
Uniform Act for the Simplification of Fiduciary Security
Transfers or the Uniform Commercial Code, as the same may be
amended from time to time, applicable to the transfer of
securities, and the Fund shall indemnify the Transfer Agent
for any act done or omitted by it in good faith in reliance
upon such laws. In no event will the Fund indemnify the
Transfer Agent for any act done by it as a result of willful
misfeasance, bad faith, gross negligence or reckless
disregard of its duties. The Transfer Agent shall be
entitled to accept, and shall be fully protected by the Fund
in accepting, any request from any entity to carry out any
transaction in Shares received by the Transfer Agent through
any of the various programs offered through the National
Securities Clearing Corporation ("NSCC") (including, but not
limited to, Networking and FundServ). Any such entity shall
constitute an Approved Institution as defined herein.
(b) Notwithstanding the foregoing or any other
provision contained in this Agreement to the contrary, the
Transfer Agent shall be fully protected by the Fund in not
requiring any instruments, documents, assurances,
endorsements or guarantees, including, without limitation,
any signature guarantees, in connection with a redemption or
transfer of Shares whenever the Transfer Agent reasonably
believes that requiring the same would be inconsistent with
the transfer and redemption procedures as described in the
Prospectus.
12. Notwithstanding any provision contained in this
Agreement to the contrary, the Transfer Agent shall not be
required or expected to require, as a condition to any transfer
of any Shares pursuant to paragraph 11 of this Article or any
redemption of any Shares pursuant to a computer tape or
electronic data transmission described in this Agreement, any
documents, including, without limitation, any documents of the
kind described in subparagraph (a) of paragraph 11 of this
Article, to evidence the authority of the person requesting the
transfer or redemption and/or the payment of any stock transfer
taxes, and shall be fully protected in acting in accordance with
the applicable provisions of this Article.
13. (a) As used in this Agreement, the terms "computer
tape or electronic data transmission" and "computer tape
believed by the Transfer Agent to be furnished by an
Approved Institution", shall include any tapes generated by
the Transfer Agent to reflect information believed by the
Transfer Agent to have been input by an Approved
Institution, via a remote terminal or other similar link,
into a data processing, storage or collection system, or
similar system (the "System"), located on the Transfer
Agent's premises. For purposes of paragraph 1 of this
Article, such a computer tape or electronic data
transmission shall be deemed to have been furnished at such
times as are agreed upon from time to time by the Transfer
Agent and Fund only if the information reflected thereon was
input to the System at such times as are agreed upon from
time to time by the Transfer Agent and the Fund.
(b) Nothing contained in this Agreement shall
constitute any agreement or representation by the Transfer
Agent to permit, or to agree to permit, any Approved
Institution to input information into a System.
(c) The Transfer Agent reserves the right to approve,
in advance, any Approved Institution; such approval not to
be unreasonably withheld. The Transfer Agent also reserves
the right to terminate any and all automated data
communications, at its discretion, upon a reasonable attempt
to notify the Fund when in the opinion of the Transfer Agent
continuation of such communications would jeopardize the
accuracy and/or integrity of the Fund's records on the
System.
ARTICLE VI
DIVIDENDS AND DISTRIBUTIONS
1. The Fund shall furnish to the Transfer Agent a copy of
a resolution of its Board of Directors, certified by the
Secretary or any Assistant Secretary, either: (i) setting
forth the date of the declaration of a dividend or distribution,
the date of accrual or payment, as the case may be, thereof, the
record date as of which shareholders entitled to payment, or
accrual, as the case may be, shall be determined, the amount per
Share of such dividend or distribution, the payment date on which
all previously accrued and unpaid dividends are to be paid and
the total amount, if any, payable to the Transfer Agent on such
payment date; or (ii) authorizing the declaration of dividends
and distributions on a daily or other periodic basis and
authorizing the Transfer Agent to rely on a Certificate setting
forth the information described in subsection (i) of this
paragraph.
2. Upon the mail date specified in such Certificate or
resolution, as the case may be, the Fund shall, in the case of a
cash dividend or distribution, cause the Custodian to deposit in
an account in the name of the Transfer Agent on behalf of the
Fund an amount of cash, if any, sufficient for the Transfer Agent
to make the payment, as of the mail date, specified in such
Certificate or resolution, as the case may be, to the
shareholders who were of record on the record date. The Transfer
Agent will, upon receipt of any such cash, make payment of such
cash dividends or distributions to the shareholders of record as
of the record date by: (i) mailing a check, payable to the
registered shareholder, to the address of record or dividend
mailing address; or (ii) wiring such amounts to the accounts
previously designated by an Approved Institution, as the case may
be. The Transfer Agent shall not be liable for any improper
payments made in good faith and without negligence, in accordance
with a Certificate or resolution described in the preceding
paragraph. If the Transfer Agent shall not receive from the
Custodian sufficient cash to make payments of any cash dividend
or distribution to all shareholders of the Fund as of the record
date, the Transfer Agent shall, upon notifying the Fund, withhold
payment to all shareholders of record as of the record date until
sufficient cash is provided to the Transfer Agent.
3. It is understood that the Transfer Agent shall in no
way be responsible for the determination of the rate or form of
dividends or capital gain distributions due to the shareholders.
It is expressly agreed and understood that the Transfer Agent is
not liable for any loss as a result of processing a distribution
based on information provided in the Certificate that is
incorrect. The Fund agrees to pay the Transfer Agent for any and
all costs, both direct and Out-of-Pocket Expenses, incurred in
such corrective work as necessary to remedy such error.
4. It is understood that the Transfer Agent shall file
such appropriate information returns concerning the payment of
dividend and capital gain distributions with the proper federal,
state and local authorities as are required by law to be filed by
the Fund, but shall in no way be responsible for the collection
or withholding of taxes due on such dividends or distributions
due to shareholders, except and only to the extent required by
applicable law. Anything in this Agreement to the contrary
notwithstanding, the Fund shall be solely responsible for the
accurate, complete and timely filing with the proper federal,
state and local authorities of all tax information with respect
to any Fund account maintained under Matrix Level 3 through any
of the various programs offered through the NSCC (including, but
not limited to, Networking and FundServ).
ARTICLE VII
CONCERNING THE FUND
1. The Fund represents to the Transfer Agent that:
(a) It is a corporation duly organized and existing
under the laws of the State of Maryland.
(b) It is empowered under applicable laws and by its
Articles of Incorporation and By-laws to enter into and
perform this Agreement.
(c) All requisite corporate proceedings have been
taken to authorize it to enter into and perform this
Agreement.
(d) It is an investment company registered under the
Investment Company Act of 1940, as amended.
(e) A registration statement under the Securities Act
of 1933, as amended, with respect to the Shares is
effective. The Fund shall notify the Transfer Agent if such
registration statement or any state securities registrations
have been terminated or a stop order has been entered with
respect to the Shares.
2. Each copy of the Articles of Incorporation of the Fund
and copies of all amendments thereto shall be certified by the
Secretary of State (or other appropriate official) of the state
of organization, and if such Articles of Incorporation and/or
amendments are required by law also to be filed with a county or
other officer or official body, a certificate of such filing
shall be filed with a certified copy submitted to the Transfer
Agent. Each copy of the By-laws and copies of all amendments
thereto, and copies of resolutions of the Board of Directors of
the Fund shall be certified by the Secretary of the Fund under
seal.
3. The Fund shall promptly deliver to the Transfer Agent
written notice of any change in the Officers authorized to sign
Share certificates, notifications or requests, together with a
specimen signature of each new Officer. In the event any Officer
who shall have signed manually or whose facsimile signature shall
have been affixed to blank Share certificates shall die, resign
or be removed prior to issuance of such Share certificates, the
Transfer Agent may issue such Share certificates of the Fund
notwithstanding such death, resignation or removal, and the Fund
shall promptly deliver to the Transfer Agent such approval,
adoption or ratification as may be required by law.
4. It shall be the sole responsibility of the Fund to
deliver to the Transfer Agent the Fund's currently effective
Prospectus and, for purposes of this Agreement, the Transfer
Agent shall not be deemed to have notice of any information
contained in such Prospectus until a reasonable time after it is
actually received by the Transfer Agent.
ARTICLE VIII
CONCERNING THE TRANSFER AGENT
1. The Transfer Agent represents and warrants to the Fund
that:
(a) It is a corporation duly organized and existing
under the laws of the State of Missouri.
(b) It is empowered under applicable law and by its
Articles of Incorporation and By-laws to enter into and
perform this Agreement.
(c) All requisite corporate proceedings have been
taken to authorize it to enter into and perform this
Agreement.
(d) It is duly registered as a transfer agent under
Section 17A of the Securities Exchange Act of 1934, as
amended.
2. The Transfer Agent shall not be liable and shall be
indemnified in acting upon any computer tape or electronic data
transmission, writing or document reasonably believed by it to be
genuine and to have been signed or made by an Officer of the Fund
or person designated by the Fund and shall not be held to have
any notice of any change of authority of any person until receipt
of written notice thereof from the Fund or such person. It shall
also be protected in processing Share certificates which bear the
proper countersignature of the Transfer Agent and which it
reasonably believes to bear the proper manual or facsimile
signature of the Officers of the Fund.
3. The Transfer Agent upon notice to the Fund may
establish such additional procedures, rules and regulations
governing the transfer or registration of Share certificates as
it may deem advisable and consistent with such rules and
regulations generally adopted by mutual fund transfer agents.
4. The Transfer Agent shall keep such records as it may
deem advisable and is agreeable to the Fund, but not
inconsistent with the rules and regulations of appropriate
government authorities, in particular Rules 31a-2 and 31a-3 under
the Investment Company Act of 1940, as amended. The Transfer
Agent acknowledges that such records are the property of the
Fund. The Transfer Agent may deliver to the Fund from time to
time at its discretion, for safekeeping or disposition by the
Fund in accordance with law, such records, papers, documents
accumulated in the execution of its duties as such Transfer
Agent, as the Transfer Agent may deem expedient, other than those
which the Transfer Agent is itself required to maintain pursuant
to applicable laws and regulations. The Fund shall assume all
responsibility for any failure thereafter to produce any record,
paper, cancelled Share certificate or other document so returned,
if and when required. Such records maintained by the Transfer
Agent pursuant to this paragraph 4, which have not been
previously delivered to the Fund pursuant to the foregoing
provisions of this paragraph 4, shall be considered to be the
property of the Fund, shall be made available upon request for
inspection by the Officers, employees and auditors of the Fund,
and records shall be delivered to the Fund upon request and in
any event upon the date of termination of this Agreement, as
specified in Article IX of this Agreement, in the form and manner
kept by the Transfer Agent on such date of termination or such
earlier date as may be requested by the Fund.
5. The Transfer Agent shall not be liable for any loss or
damage, including counsel fees, resulting from its actions or
omissions to act or otherwise, except for any loss or damage
arising out of its bad faith, willful misfeasance, gross
negligence or reckless disregard of its duties under this
Agreement.
6. (a) The Fund shall indemnify and exonerate, save and
hold harmless the Transfer Agent from and against any and
all claims (whether with or without basis in fact or law),
demands, expenses (including reasonable attorneys' fees) and
liabilities of any and every nature which the Transfer Agent
may sustain or incur or which may be asserted against the
Transfer Agent by any person by reason of or as a result of
any action taken or omitted to be taken by any prior
transfer agent of the Fund or as a result of any action
taken or omitted to be taken by the Transfer Agent in good
faith and without gross negligence or willful misfeasance or
in reliance upon: (i) any provision of this Agreement;
(ii) the Prospectus; (iii) any instruction or order
including, without limitation, any computer tape or
electronic data transmission reasonably believed by the
Transfer Agent to have been received from an Approved
Institution; (iv) any instrument, order or Share certificate
reasonably believed by it to be genuine and to be signed,
countersigned or executed by any duly authorized Officer of
the Fund; (v) any Certificate or other instructions of an
Officer; (vi) any opinion of legal counsel for the Fund or
the Transfer Agent; or (vii) any request by any entity to
carry out any transaction in Shares received by the Transfer
Agent through any of the various programs offered through
the NSCC (including, but not limited to, Networking and
FundServ). The Fund shall indemnify and exonerate, save and
hold the Transfer Agent harmless from and against any and
all claims (whether with or without basis in fact or law),
demands, expenses (including reasonable attorneys' fees) and
liabilities of any and every nature which the Transfer Agent
may sustain or incur or which may be asserted against the
Transfer Agent by any person by reason of or as a result of
any action taken or omitted to be taken by the Transfer
Agent in good faith in connection with its appointment or in
reliance upon any law, act, regulation or any interpretation
of the same even though such law, act or regulation may
thereafter have been altered, changed, amended or repealed.
(b) The Transfer Agent shall not settle any claim,
demand, expense or liability to which it may seek indemnity
pursuant to paragraph 6(a) above (each, an "Indemnifiable
Claim") without the express written consent of an Officer of
the Fund. The Transfer Agent shall notify the Fund within
fifteen (15) days of receipt of notification of an
Indemnifiable Claim, provided that the failure by the
Transfer Agent to furnish such notification shall not impair
its right to seek indemnification from the Fund unless the
Fund is unable to adequately defend the Indemnifiable Claim
as a result of such failure, and further provided, that if
as a result of the Transfer Agent's failure to provide the
Fund with timely notice of the institution of litigation a
judgment by default is entered, prior to seeking
indemnification from the Fund the Transfer Agent, at its own
cost and expense, shall open such judgment. The Fund shall
have the right to defend any Indemnifiable Claim at its own
expense, provided that such defense shall be conducted by
counsel selected by the Fund and reasonably acceptable to
the Transfer Agent. The Transfer Agent may join in such
defense at its own expense, but to the extent that it shall
so desire the Fund shall direct such defense. The Fund shall
not settle any Indemnifiable Claim without the express
written consent
of the Transfer Agent if the Transfer Agent determines that
such settlement would have an adverse effect on the Transfer
Agent beyond the scope of this Agreement. In such event, the
Fund and the Transfer Agent shall each be responsible for
their own defense at their own cost and expense, and such
claim shall not be deemed an Indemnifiable Claim hereunder.
If the Fund shall fail or refuse to defend an Indemnifiable
Claim, the Transfer Agent may provide its own defense at the
cost and expense of the Fund. Anything in this Agreement to
the contrary notwithstanding, the Fund shall not indemnify
the Transfer Agent against any liability or expense arising
out of the Transfer Agent's willful misfeasance, bad faith,
gross negligence or reckless disregard of its duties and
obligations under this Agreement. The Transfer Agent shall
indemnify and hold the Fund harmless from and against any
and all losses, damages, costs, charges, counsel fees,
payments, expenses and liability arising out of or
attributable to any action or failure or omission to act by
the Transfer Agent as a result of the Transfer Agent's lack
of good faith, gross negligence or willful misfeasance.
7. The Transfer Agent shall not be liable to the Fund with
respect to any redemption draft on which the signature of the
drawer is forged and which the Fund's Custodian has advised the
Transfer Agent to honor the redemption (but nothing herein is
meant to impose any duties upon the Fund's Custodian); nor shall
the Transfer Agent be liable for any material alteration or
absence or forgery of any endorsement, it being understood that
the Transfer Agent's sole responsibility with respect to
inspecting redemption drafts is to use reasonable care to verify
the drawer's signature against signatures on file.
8. There shall be excluded from the consideration of
whether the Transfer Agent has breached this Agreement in any
way, any period of time, and only such period of time during
which the Transfer Agent's performance is materially affected, by
reason of circumstances beyond its control (collectively,
"Causes"), including, without limitation, mechanical breakdowns
of equipment (including any alternative power supply and
operating systems software), flood or catastrophe, acts of God,
failures of transportation, communication or power supply,
strikes, lockouts, work stoppages or other similar circumstances.
9. At any time the Transfer Agent may apply to an Officer
of the Fund for written instructions with respect to any matter
arising in connection with the Transfer Agent's duties and
obligations under this Agreement, and the Transfer Agent shall
not be liable for any action taken or permitted by it in good
faith in accordance with such written instructions. Such
application by the Transfer Agent for written instructions from
an Officer of the Fund may set forth in writing any action
proposed to be taken or omitted by the Transfer Agent with
respect to its duties or obligations under this Agreement and the
date on and/or after which such action shall be taken. The
Transfer Agent shall not be liable for any action taken or
omitted in accordance with a proposal included in any such
application on or after the date specified therein unless, prior
to taking or omitting any such action, the Transfer Agent has
received written instructions in response to such application
specifying the action to be taken or omitted. The Transfer Agent
may consult counsel of the Fund, or upon notice to the Fund, its
own counsel, at the expense of the Fund and shall be fully
protected with respect to anything done or omitted by it in good
faith in accordance with the advice or opinion of counsel to the
Fund or its own counsel.
10. The Transfer Agent may issue new Share certificates in
place of certificates represented to have been lost, stolen or
destroyed upon receiving written instructions from the
shareholder accompanied by proof of an indemnity or surety bond
issued by a recognized insurance institution specified by the
Fund or the Transfer Agent.
If the Transfer Agent receives written notification from the
shareholder or broker dealer that the certificate issued was
never received, and such notification is made within thirty (30)
days of the date of issuance, the Transfer Agent may reissue the
certificate without requiring a surety bond. The Transfer Agent
may also reissue certificates which are represented as lost,
stolen or destroyed without requiring a surety bond provided that
the notification is in writing and accompanied by an
indemnification signed on behalf of a member firm of the New York
Stock Exchange and signed by an officer of said firm with the
signature guaranteed. Notwithstanding the foregoing, the Transfer
Agent will reissue a certificate upon written authorization from
an Officer of the Fund.
11. In case of any requests or demands for the inspection
of the shareholder records of the Fund, the Transfer Agent will
endeavor to notify the Fund promptly and to secure instructions
from an Officer as to such inspection. The Transfer Agent
reserves the right, however, to exhibit the shareholder records
to any person whenever it receives an opinion from its counsel
that there is a reasonable likelihood that the Transfer Agent
will be held liable for the failure to exhibit the shareholder
records to such person; provided, however, that in connection
with any such disclosure the Transfer Agent shall promptly notify
the Fund that such disclosure has been made or is to be made.
12. At the request of an Officer of the Fund, the Transfer
Agent will address and mail such appropriate notices to
shareholders as the Fund may direct.
13. Notwithstanding any of the foregoing provisions of this
Agreement, the Transfer Agent shall be under no duty or
obligation to inquire into, and shall not be liable for:
(a) The legality of the issue or sale of any Shares,
the sufficiency of the amount to be received therefor, or
the authority of the Approved Institution or of the Fund, as
the case may be, to request such sale or issuance;
(b) The legality of a transfer of Shares, or of a
redemption of any Shares, the propriety of the amount to be
paid therefor, or the authority of the Approved Institution
or of the Fund, as the case may be, to request such transfer
or redemption;
(c) The legality of the declaration of any dividend by
the Fund, or the legality of the issue of any Shares in
payment of any stock dividend; or
(d) The legality of any recapitalization or
readjustment of Shares.
14. The Transfer Agent shall have no duties or
responsibilities whatsoever except such duties and
responsibilities as are specifically set forth in this Agreement,
and no covenant or obligation shall be implied in this Agreement
against the Transfer Agent.
15. Purchase and Prices of Services:
(a) The Fund will compensate the Transfer Agent for,
and Transfer Agent will provide, beginning on the execution
date of this Agreement and continuing until the termination
of this Agreement as provided hereinafter, the services set
forth in Schedule I.
(b) The current unit prices for the services are set
forth in the Schedule II (the "Schedule II Fees"). Effective
as of January 1, 1997, once in each calendar year, the
Transfer Agent may elect to raise the Schedule II Fees upon
ninety (90) days prior notice to the Fund, all subject to
the mutual agreement of the parties hereto. Notwithstanding
the annual right to raise the Schedule II Fees, the Transfer
Agent may increase prices due to changes in legal or
regulatory requirements subject to the approval of the Fund,
which approval shall not be unreasonably withheld.
16. Billing and Payment:
(a) The Transfer Agent shall bill the Fund monthly in
arrears for accounts maintained and Out-of-Pocket Expenses.
The Transfer Agent may from time to time request that the
Fund advance estimated expenditures of an unusual nature
subject to reconciliation of actual expenses as soon as
practicable thereafter.
(b) The Fund shall pay the Transfer Agent in
immediately available funds at UMB Bank, n.a. in Kansas
City, Missouri within thirty (30) days of the date of the
bill. Any amounts due under this Agreement which are not
paid within said thirty (30) day period shall bear interest
at the rate of one and one-half percent (l 1/2%) per month
from such date until paid in full.
ARTICLE IX
TERMINATION
Either of the parties hereto may terminate this Agreement by
giving to the other party a notice in writing specifying the date
of such termination, which shall be not less than sixty (60) days
after the date of receipt of such notice. In the event such
notice is given by the Fund, it shall be accompanied by a copy of
a resolution of the Board of Directors of the Fund, certified by
the Secretary or any Assistant Secretary, electing to terminate
this Agreement and designating the successor transfer agent or
transfer agents. In the event such notice is given by the
Transfer Agent, the Fund shall on or before the termination date,
deliver to the Transfer Agent a copy of a resolution of its Board
of Directors, certified by the Secretary or any Assistant
Secretary, designating a successor transfer agent or transfer
agents. In the absence of such designation by the Fund, the Fund
shall upon the date specified in the notice of termination of
this Agreement and delivery of the records maintained hereunder,
be deemed to be its own transfer agent and the Transfer Agent
shall thereby be relieved of all duties and responsibilities
pursuant to this Agreement.
In the event this Agreement is terminated as provided
herein, the Transfer Agent, upon the written request of the Fund,
shall deliver the records of the Fund on electromagnetic media to
the Fund or its successor transfer agent. The Fund shall be
responsible to the Transfer Agent for the reasonable costs and
expenses associated with the preparation and delivery of such
media.
ARTICLE X
MISCELLANEOUS
1 The Fund agrees that prior to effecting any change in
the Prospectus which would increase or alter the duties and
obligations of the Transfer Agent hereunder, it shall advise the
Transfer Agent of such proposed change at least thirty (30) days
prior to the intended date of the same, and shall proceed with
such change only if it shall have received the written consent of
the Transfer Agent thereto, which shall not be unreasonably
withheld.
2. Any notice or other instrument in writing, authorized
or required by this Agreement to be given to the Fund shall be
sufficiently given if addressed to the Fund and mailed or
delivered to it at:
BMA Tower
700 Karnes Blvd.
Kansas City, MO 64108
or at such other place as the Fund may from time to time
designate in writing.
3. Any notice or other instrument in writing, authorized
or required by this Agreement to be given to the Transfer Agent
shall be sufficiently given if addressed to the Transfer Agent
and mailed or delivered to:
BMA Tower
700 Karnes Blvd.
Kansas City, MO 64108
or at such other place as the Transfer Agent may from time to
time designate in writing.
4. This Agreement may not be amended or modified in any
manner except by a written agreement executed by both parties
with the formality of this Agreement.
5. This Agreement shall extend to and shall be binding
upon the parties hereto, and their respective successors and
assigns.
6. This Agreement shall be governed by and construed in
accordance with the laws of the State of Missouri.
7. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original,
but such counterparts shall, together, constitute only one
instrument.
8. The provisions of this Agreement are intended to
benefit only the Transfer Agent and the Fund, and no rights shall
be granted to any other person by virtue of this Agreement.
9. (a) The Transfer Agent shall endeavor to assist in
resolving shareholder inquiries and errors relating to the
period during which prior transfer agents acted as such for
the Fund. Any such inquiries or errors which cannot be
expediently resolved by the Transfer Agent will be referred
to the Fund.
(b) The Transfer Agent shall only be responsible for
the safekeeping and maintenance of transfer agency records,
cancelled Share certificates and correspondence of the Fund
created or produced prior to the time of conversion which
are under its control and acknowledged in a writing to the
Fund to be in its possession. Any expenses or liabilities
incurred by the Transfer Agent as a result of shareholder
inquiries, regulatory compliance or audits related to such
records and not caused as a result of Transfer Agent's bad
faith, willful misfeasance or gross negligence shall be the
responsibility of the Fund as provided in Article VIII
herein.
[The remainder of this page intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective corporate officer,
thereunto duly authorized and their respective corporate seals to
be hereunto affixed, as of the day and year first above written.
SCOUT WORLDWIDE FUND, INC.
By /s/Larry D. Armel
Name: Larry D. Armel
Title: President
[SEAL]
JONES & BABSON, INC.
Name: Martin A. Cramer
Title: Secretary
[SEAL]
TA Agmt/J&B- Scout WorldWide Fund, Inc.
EX99.23h3
TRANSFER AGENCY AGREEMENT
This Agreement made as of the 1st day of January, 1996
between Scout Money Market Fund, Inc., a Maryland corporation
(the "Fund"), and Jones & Babson, Inc., a Missouri corporation
(the "Transfer Agent").
WITNESSETH
That in consideration of the mutual promises hereinafter set
forth, the parties hereto covenant and agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and
phrases shall have the following meanings:
1. "Approved Institution" shall mean an entity so named in
a Certificate, as hereinafter defined. From time to time, the
Fund may amend a previously delivered Certificate by delivering
to the Transfer Agent a Certificate naming an additional entity
or deleting any entity named in a previously delivered
Certificate.
2. The "Board of Directors" shall mean the Board of
Directors of the Fund.
3. "Certificate" shall mean any notice, instruction or
other instrument in writing, authorized or required by this
Agreement to be given to the Transfer Agent by the Fund which is
signed by any Officer, as hereinafter defined, and actually
received by the Transfer Agent.
4. "Custodian" shall mean the financial institution
appointed as custodian under the terms and conditions of the
Custody Agreement between the financial institution and the Fund,
or its successor(s).
5. "Fund Business Day" shall be determined as set out in
the Fund's prospectuses as shall be effective from time to time.
6. "Officer" shall be deemed to be the Fund's President,
any Vice President, Secretary, Treasurer, Controller, any
Assistant Controller, any Assistant Treasurer and any Assistant
Secretary, and any other person duly authorized by the Board of
Directors of the Fund to execute any Certificate, instruction,
notice or other instrument on behalf of the Fund, and any person
reasonably believed by the Transfer Agent to be such a person.
7. "Out-of-Pocket Expenses" means amounts reasonably
necessary and actually incurred by Transfer Agent in the
provision of Transfer Agent services or pursuant to this
Agreement for the following purposes: postage (and first class
mail insurance in connection with mailing Share certificates),
envelopes, check forms, continuous forms, forms for reports and
statements, stationery and other similar items, telephone and
telegraph charges incurred in answering inquiries from dealers or
shareholders, microfilm used to record transactions in
shareholder accounts and computer tapes used for permanent
storage of records and cost of insertion of materials in mailing
envelopes by outside firms. Any charges associated with special
or exception processing shall also be considered Out-of-Pocket
Expenses.
8. "Prospectus" shall mean the most recent Fund prospectus
actually received by the Transfer Agent from the Fund with
respect to which the Fund has indicated a registration statement
under the Securities Act of 1933, as amended, has
become effective, including the Statement of Additional
Information, incorporated by reference therein.
9. "Shares" shall mean all or any part of each class or
series of the shares of beneficial interest of the Fund or
portfolio listed in the Certificate as to which the Transfer
Agent acts as transfer agent hereunder, as may be amended from
time to time, which are authorized and/or issued by the Fund.
ARTICLE II
APPOINTMENT OF TRANSFER AGENT
1. Effective as of the date of this Agreement, the Fund
hereby constitutes and appoints the Transfer Agent as transfer
agent of all the Shares of the Fund and as dividend disbursing
agent during the period of this Agreement.
2. The Transfer Agent hereby accepts appointment as
transfer agent and dividend disbursing agent and agrees to
perform duties thereof as hereinafter set forth.
3. In connection with such appointment, the Fund upon the
request of the Transfer Agent, shall deliver the following
documents to the Transfer Agent:
(i) A copy of the Articles of Incorporation of the
Fund and all
amendments thereto certified by the Secretary of the Fund;
(ii) A copy of the By-laws of the Fund certified by the
Secretary of the
Fund;
(iii) A copy of a resolution of the Board of
Directors of the Fund
certified by the Secretary of the Fund appointing the
Transfer Agent and
authorizing the execution of this Transfer Agency Agreement;
(iv) A Certificate signed by the Secretary of the Fund
specifying: the number of authorized Shares, the number of
such authorized Shares issued, the number of such authorized
Shares issued and currently outstanding, the names and
specimen signatures of the Officers of the Fund and the name
and address of the legal counsel for the Fund;
(v) Specimen Share certificate for each or series
class of Shares in the form approved by the Board of
Directors of the Fund (and in a format compatible with the
Transfer Agent's system), together with a Certificate signed
by the Secretary of the Fund as to such approval;
(vi) Copies of the Fund's registration statement, as
amended to date, and the most recently filed Post-Effective
Amendment thereto, filed by the Fund with the Securities and
Exchange Commission under the Securities Act of 1933, as
amended, and under the Investment Company Act of 1940, as
amended, together with any applications filed in connection
therewith; and
(vii) Opinion of counsel for the Fund with respect
to the validity of the authorized and outstanding Shares,
whether such Shares are fully paid and nonassessable and the
status of such Shares under the Securities Act of 1933, as
amended, and any other applicable federal law or regulation
(i.e., if subject to registration, that they have been
registered and that the registration statement has become
effective or, if exempt, the specific grounds therefor).
ARTICLE III
AUTHORIZATION AND ISSUANCE OF SHARES
1. If requested by the Transfer Agent, the Fund shall
deliver to the Transfer Agent the following documents on or
before the effective date of any increase or decrease in the
total number of Shares authorized to be issued:
(a) A certified copy of the amendment to the Articles
of Incorporation giving effect to such increase or decrease;
(b) In the case of an increase, an opinion of counsel
for the Fund with respect to the validity of the Shares of
the Fund and the status of such Shares under the Securities
Act of 1933, as amended, and any other applicable federal
law or regulation (i.e., if subject to registration, that
they have been registered and that the registration
statement has become effective or, if exempt, the specific
grounds therefor); and
(c) In the case of an increase, if the appointment of
the Transfer Agent was theretofore expressly limited, a
certified copy of a resolution of the Board of Directors of
the Fund increasing the authority of the Transfer Agent.
2. Prior to the issuance of any additional Shares pursuant
to stock dividends or stock splits, etc., and prior to any
reduction in the number of Shares outstanding, if requested by
the Transfer Agent, the Fund shall deliver the following
documents to the Transfer Agent:
(a) A certified copy of the resolution(s) adopted by
the Board of Directors and/or the shareholders of the Fund
authorizing such issuance of additional Shares or such
reduction, as the case may be; and
(b) An opinion of counsel for the Fund with respect
to the validity of the Shares and the status of such Shares
under the Securities Act of 1933, as amended, and any other
applicable federal law or regulation (i.e., if subject to
registration, that they have been registered and that the
registration statement has become effective, or, if exempt,
the specific grounds therefor).
ARTICLE IV
RECAPITALIZATION OR CAPITAL ADJUSTMENT
1. In the case of any negative stock split,
recapitalization or other capital adjustment requiring a change
in the form of Share certificates, the Transfer Agent will issue
Share certificates in the new form in exchange for, or upon
transfer of, outstanding Share certificates in the old form, upon
receiving:
(a) A Certificate authorizing the issuance of the
Share certificates in the new form;
(b) A certified copy of any amendment to the Articles
of Incorporation with respect to the change;
(c) Specimen Share certificates for each class of
Shares in the new form approved by the Board of Directors of
the Fund, with a Certificate signed by the Secretary of the
Fund as to such approval; and
(d) An opinion of counsel for the Fund with respect to
the validity of the Shares in the new form and the status of
such Shares under the Securities Act of 1933, as amended,
and any other applicable federal law or regulation (i.e., if
subject to registration, that the Shares have been
registered and that the registration statement has become
effective or, if exempt, the specific grounds therefor).
2. The Fund at its expense shall furnish the Transfer
Agent with a sufficient supply of blank Share certificates in the
new form and from time to time will replenish such supply upon
the request of the Transfer Agent. Such blank Share certificates
shall be compatible with the Transfer Agent's system and shall be
properly signed by facsimile or otherwise by Officers of the Fund
authorized by law or by the By-laws to sign Share certificates
and, if required, shall bear the corporate seal or facsimile
thereof. The Fund agrees to indemnify and exonerate, save and
hold the Transfer Agent harmless from and against any and all
claims or demands that may be asserted against the Transfer Agent
with respect to the genuineness of any Share certificate supplied
to the Transfer Agent pursuant to this Article.
ARTICLE V
ISSUANCE, REDEMPTION AND TRANSFER OF SHARES
1. (a) The Transfer Agent acknowledges that it has
received a copy of the Fund's Prospectus, which Prospectus
describes how sales and redemption of Shares of the Fund
shall be made, and the Transfer Agent agrees to accept
purchase orders and redemption requests with respect to
Shares on each Fund Business Day in accordance with such
Prospectus. The Fund agrees to provide the Transfer Agent
with sufficient advance notice to enable the Transfer Agent
to effect any changes in the procedures set forth in the
Prospectus regarding such purchase and redemption procedure;
provided, however, that in no event will such advance notice
be less than thirty (30) days.
(b) The Transfer Agent shall also accept with respect
to each Fund Business Day, at such times as are agreed upon
from time to time by the Transfer Agent and the Fund, a
computer tape or electronic data transmission consistent in
all respects with the Transfer Agent's record format, as
amended from time to time, which is believed by the Transfer
Agent to be furnished by or on behalf of any Approved
Institution. The Transfer Agent shall not be liable for any
losses or damages to the Fund or its shareholders in the
event that a computer tape or electronic data transmission
from an Approved Institution is unable to be processed for
any reason beyond the control of the Transfer Agent, or if
any of the information on such tape or transmission is found
to be incorrect.
2. On each Fund Business Day, the Transfer Agent shall, as
of the time at which the Fund computes the net asset value of the
Fund, issue to and redeem from the accounts specified in a
purchase order, redemption request or computer tape or electronic
data transmission, which in accordance with the Prospectus is
effective on such Fund Business Day, the appropriate number of
full and fractional Shares based on the net asset value per Share
of such Fund specified in an advice received on such Fund
Business Day from the Fund. Notwithstanding the foregoing, if a
redemption specified in a computer tape or electronic data
transmission is for a dollar value of Shares in excess of the
dollar value of uncertificated Shares in the specified account,
the Transfer Agent shall not effect such redemption in whole or
in part and shall within twenty-four (24) hours orally advise the
Approved Institution which supplied such tape of the discrepancy.
3. In connection with a reinvestment of a dividend or
distribution of Shares of the Fund, the Transfer Agent shall as
of each Fund Business Day, as specified in a Certificate or
resolution described in paragraph 1 of succeeding Article VI,
issue Shares of the Fund based on the net asset value per Share
of such Fund specified in an advice received from the Fund on
such Fund Business Day.
4. On each Fund Business Day, the Transfer Agent shall
supply the Fund with a statement specifying with respect to the
immediately preceding Fund Business Day: the total number of
Shares of the Fund (including fractional Shares) issued and
outstanding at the opening of business on such day; the total
number of Shares of the Fund sold on such day, pursuant to the
preceding paragraph 2 of this Article; the total number of Shares
of the Fund redeemed from shareholders by the Transfer Agent on
such day; the total number of Shares of the Fund, if any, sold on
such day pursuant to the preceding paragraph 3 of this Article,
and the total number of Shares of the Fund issued and
outstanding.
5. In connection with each purchase and each redemption of
Shares, the Transfer Agent shall send such statements as are
prescribed by the Federal Securities laws applicable to transfer
agents or as described in the Prospectus. If the Prospectus
indicates that certificates for Shares are available and if
specifically requested in writing by any shareholder, or if
otherwise required hereunder, the Transfer Agent will countersign
(if necessary), issue and mail to such shareholder at the address
set forth in the records of the Transfer Agent a Share
certificate for any full Share requested.
6. As of each Fund Business Day, the Transfer Agent shall
furnish the Fund with an advice setting forth the number and
dollar amount of Shares to be redeemed on such Fund Business Day
in accordance with paragraph 2 of this Article.
7. Upon receipt of a proper redemption request and moneys
paid to it by the Custodian in connection with a redemption of
Shares, the Transfer Agent shall cancel the redeemed Shares and
after making appropriate deduction for any withholding of taxes
required of it by applicable law: (a) in the case of a redemption
of Shares pursuant to a redemption described in the preceding
paragraph l(a) of this Article, make payment in accordance with
the Fund's redemption and payment procedures described in the
Prospectus; and (b) in the case of a redemption of Shares
pursuant to a computer tape or electronic data transmission
described in the preceding paragraph l(b) of this Article, make
payment by directing a federal funds wire order to the account
previously designated by the Approved Institution specified in
said computer tape or electronic data transmission.
8. The Transfer Agent shall not be required to issue any
Shares after it has received from an Officer of the Fund or from
an appropriate federal or state authority written notification
that the sale of Shares has been suspended or discontinued, and
the Transfer Agent shall be entitled to rely upon such written
notification.
9. Upon the issuance of any Shares in accordance with this
Agreement, the Transfer Agent shall not be responsible for the
payment of any original issue or other taxes required to be paid
by the Fund in connection with such issuance of any Shares.
10. The Transfer Agent shall accept a computer tape or
electronic data transmission consistent with the Transfer Agent's
record format, as amended from time to time, which is reasonably
believed by the Transfer Agent to be furnished by or on behalf of
any Approved Institution and is represented to be instructions
with respect to the transfer of Shares from one account of such
Approved Institution to another such account, and shall effect
the transfers specified in said computer tape or electronic data
transmission. The Transfer Agent shall not be liable for any
losses to the Fund or its shareholders in the event that a
computer tape or electronic data transmission from an Approved
Institution is unable to be processed for any reason beyond the
control of the Transfer Agent, or if any of the information on
such tape or transmission is found to be incorrect.
11. (a) Except as otherwise provided in subparagraph (b)
of this paragraph and in paragraph 13 of this Article,
Shares will be transferred or redeemed upon presentation to
the Transfer Agent of Share certificates or instructions
properly endorsed for transfer or redemption, accompanied by
such documents as the Transfer Agent deems necessary to
evidence the authority of the person making such transfer or
redemption, and bearing satisfactory evidence of the payment
of stock transfer taxes. In the case of small estates where
no administration is contemplated, the Transfer Agent may,
when furnished with an appropriate surety bond, and without
further approval of the Fund, transfer or redeem Shares
registered in the name of a decedent where the current
market value of the Shares being transferred does not exceed
such amount as may from time to time be prescribed by
various states. The Transfer Agent reserves the right to
refuse to transfer or redeem Shares until it is satisfied
that the endorsement on the stock certificate or
instructions is valid and genuine, and for that purpose it
will require, unless otherwise instructed by an authorized
Officer of the Fund, a guarantee of signature by an
"Eligible Guarantor Institution" as that term is defined by
SEC Rule 17Ad-15. The Transfer Agent also reserves the right
to refuse to transfer or redeem Shares until it is satisfied
that the requested transfer or redemption is legally
authorized, and it shall incur no liability for the refusal,
in good faith, to make transfers or redemptions which the
Transfer Agent, in its judgment, deems improper or
unauthorized, or until it is satisfied that there is no
basis to any claims adverse to such transfer or redemption.
The Transfer Agent may, in effecting transfers and
redemptions of Shares, rely upon those provisions of the
Uniform Act for the Simplification of Fiduciary Security
Transfers or the Uniform Commercial Code, as the same may be
amended from time to time, applicable to the transfer of
securities, and the Fund shall indemnify the Transfer Agent
for any act done or omitted by it in good faith in reliance
upon such laws. In no event will the Fund indemnify the
Transfer Agent for any act done by it as a result of willful
misfeasance, bad faith, gross negligence or reckless
disregard of its duties. The Transfer Agent shall be
entitled to accept, and shall be fully protected by the Fund
in accepting, any request from any entity to carry out any
transaction in Shares received by the Transfer Agent through
any of the various programs offered through the National
Securities Clearing Corporation ("NSCC") (including, but not
limited to, Networking and FundServ). Any such entity shall
constitute an Approved Institution as defined herein.
(b) Notwithstanding the foregoing or any other
provision contained in this Agreement to the contrary, the
Transfer Agent shall be fully protected by the Fund in not
requiring any instruments, documents, assurances,
endorsements or guarantees, including, without limitation,
any signature guarantees, in connection with a redemption or
transfer of Shares whenever the Transfer Agent reasonably
believes that requiring the same would be inconsistent with
the transfer and redemption procedures as described in the
Prospectus.
12. Notwithstanding any provision contained in this
Agreement to the contrary, the Transfer Agent shall not be
required or expected to require, as a condition to any transfer
of any Shares pursuant to paragraph 11 of this Article or any
redemption of any Shares pursuant to a computer tape or
electronic data transmission described in this Agreement, any
documents, including, without limitation, any documents of the
kind described in subparagraph (a) of paragraph 11 of this
Article, to evidence the authority of the person requesting the
transfer or redemption and/or the payment of any stock transfer
taxes, and shall be fully protected in acting in accordance with
the applicable provisions of this Article.
13. (a) As used in this Agreement, the terms "computer
tape or electronic data transmission" and "computer tape
believed by the Transfer Agent to be furnished by an
Approved Institution", shall include any tapes generated by
the Transfer Agent to reflect information believed by the
Transfer Agent to have been input by an Approved
Institution, via a remote terminal or other similar link,
into a data processing, storage or collection system, or
similar system (the "System"), located on the Transfer
Agent's premises. For purposes of paragraph 1 of this
Article, such a computer tape or electronic data
transmission shall be deemed to have been furnished at such
times as are agreed upon from time to time by the Transfer
Agent and Fund only if the information reflected thereon was
input to the System at such times as are agreed upon from
time to time by the Transfer Agent and the Fund.
(b) Nothing contained in this Agreement shall
constitute any agreement or representation by the Transfer
Agent to permit, or to agree to permit, any Approved
Institution to input information into a System.
(c) The Transfer Agent reserves the right to approve,
in advance, any Approved Institution; such approval not to
be unreasonably withheld. The Transfer Agent also reserves
the right to terminate any and all automated data
communications, at its discretion, upon a reasonable attempt
to notify the Fund when in the opinion of the Transfer Agent
continuation of such communications would jeopardize the
accuracy and/or integrity of the Fund's records on the
System.
ARTICLE VI
DIVIDENDS AND DISTRIBUTIONS
1. The Fund shall furnish to the Transfer Agent a copy of
a resolution of its Board of Directors, certified by the
Secretary or any Assistant Secretary, either: (i) setting
forth the date of the declaration of a dividend or distribution,
the date of accrual or payment, as the case may be, thereof, the
record date as of which shareholders entitled to payment, or
accrual, as the case may be, shall be determined, the amount per
Share of such dividend or distribution, the payment date on which
all previously accrued and unpaid dividends are to be paid and
the total amount, if any, payable to the Transfer Agent on such
payment date; or (ii) authorizing the declaration of dividends
and distributions on a daily or other periodic basis and
authorizing the Transfer Agent to rely on a Certificate setting
forth the information described in subsection (i) of this
paragraph.
2. Upon the mail date specified in such Certificate or
resolution, as the case may be, the Fund shall, in the case of a
cash dividend or distribution, cause the Custodian to deposit in
an account in the name of the Transfer Agent on behalf of the
Fund an amount of cash, if any, sufficient for the Transfer Agent
to make the payment, as of the mail date, specified in such
Certificate or resolution, as the case may be, to the
shareholders who were of record on the record date. The Transfer
Agent will, upon receipt of any such cash, make payment of such
cash dividends or distributions to the shareholders of record as
of the record date by: (i) mailing a check, payable to the
registered shareholder, to the address of record or dividend
mailing address; or (ii) wiring such amounts to the accounts
previously designated by an Approved Institution, as the case may
be. The Transfer Agent shall not be liable for any improper
payments made in good faith and without negligence, in accordance
with a Certificate or resolution described in the preceding
paragraph. If the Transfer Agent shall not receive from the
Custodian sufficient cash to make payments of any cash dividend
or distribution to all shareholders of the Fund as of the record
date, the Transfer Agent shall, upon notifying the Fund, withhold
payment to all shareholders of record as of the record date until
sufficient cash is provided to the Transfer Agent.
3. It is understood that the Transfer Agent shall in no
way be responsible for the determination of the rate or form of
dividends or capital gain distributions due to the shareholders.
It is expressly agreed and understood that the Transfer Agent is
not liable for any loss as a result of processing a distribution
based on information provided in the Certificate that is
incorrect. The Fund agrees to pay the Transfer Agent for any and
all costs, both direct and Out-of-Pocket Expenses, incurred in
such corrective work as necessary to remedy such error.
4. It is understood that the Transfer Agent shall file
such appropriate information returns concerning the payment of
dividend and capital gain distributions with the proper federal,
state and local authorities as are required by law to be filed by
the Fund, but shall in no way be responsible for the collection
or withholding of taxes due on such dividends or distributions
due to shareholders, except and only to the extent required by
applicable law. Anything in this Agreement to the contrary
notwithstanding, the Fund shall be solely responsible for the
accurate, complete and timely filing with the proper federal,
state and local authorities of all tax information with respect
to any Fund account maintained under Matrix Level 3 through any
of the various programs offered through the NSCC (including, but
not limited to, Networking and FundServ).
ARTICLE VII
CONCERNING THE FUND
1. The Fund represents to the Transfer Agent that:
(a) It is a corporation duly organized and existing
under the laws of the State of Maryland.
(b) It is empowered under applicable laws and by its
Articles of Incorporation and By-laws to enter into and
perform this Agreement.
(c) All requisite corporate proceedings have been
taken to authorize it to enter into and perform this
Agreement.
(d) It is an investment company registered under the
Investment Company Act of 1940, as amended.
(e) A registration statement under the Securities Act
of 1933, as amended, with respect to the Shares is
effective. The Fund shall notify the Transfer Agent if such
registration statement or any state securities registrations
have been terminated or a stop order has been entered with
respect to the Shares.
2. Each copy of the Articles of Incorporation of the Fund
and copies of all amendments thereto shall be certified by the
Secretary of State (or other appropriate official) of the state
of organization, and if such Articles of Incorporation and/or
amendments are required by law also to be filed with a county or
other officer or official body, a certificate of such filing
shall be filed with a certified copy submitted to the Transfer
Agent. Each copy of the By-laws and copies of all amendments
thereto, and copies of resolutions of the Board of Directors of
the Fund shall be certified by the Secretary of the Fund under
seal.
3. The Fund shall promptly deliver to the Transfer Agent
written notice of any change in the Officers authorized to sign
Share certificates, notifications or requests, together with a
specimen signature of each new Officer. In the event any Officer
who shall have signed manually or whose facsimile signature shall
have been affixed to blank Share certificates shall die, resign
or be removed prior to issuance of such Share certificates, the
Transfer Agent may issue such Share certificates of the Fund
notwithstanding such death, resignation or removal, and the Fund
shall promptly deliver to the Transfer Agent such approval,
adoption or ratification as may be required by law.
4. It shall be the sole responsibility of the Fund to
deliver to the Transfer Agent the Fund's currently effective
Prospectus and, for purposes of this Agreement, the Transfer
Agent shall not be deemed to have notice of any information
contained in such Prospectus until a reasonable time after it is
actually received by the Transfer Agent.
ARTICLE VIII
CONCERNING THE TRANSFER AGENT
1. The Transfer Agent represents and warrants to the Fund
that:
(a) It is a corporation duly organized and existing
under the laws of the State of Missouri.
(b) It is empowered under applicable law and by its
Articles of Incorporation and By-laws to enter into and
perform this Agreement.
(c) All requisite corporate proceedings have been
taken to authorize it to enter into and perform this
Agreement.
(d) It is duly registered as a transfer agent under
Section 17A of the Securities Exchange Act of 1934, as
amended.
2. The Transfer Agent shall not be liable and shall be
indemnified in acting upon any computer tape or electronic data
transmission, writing or document reasonably believed by it to be
genuine and to have been signed or made by an Officer of the Fund
or person designated by the Fund and shall not be held to have
any notice of any change of authority of any person until receipt
of written notice thereof from the Fund or such person. It shall
also be protected in processing Share certificates which bear the
proper countersignature of the Transfer Agent and which it
reasonably believes to bear the proper manual or facsimile
signature of the Officers of the Fund.
3. The Transfer Agent upon notice to the Fund may
establish such additional procedures, rules and regulations
governing the transfer or registration of Share certificates as
it may deem advisable and consistent with such rules and
regulations generally adopted by mutual fund transfer agents.
4. The Transfer Agent shall keep such records as it may
deem advisable and is agreeable to the Fund, but not
inconsistent with the rules and regulations of appropriate
government authorities, in particular Rules 31a-2 and 31a-3 under
the Investment Company Act of 1940, as amended. The Transfer
Agent acknowledges that such records are the property of the
Fund. The Transfer Agent may deliver to the Fund from time to
time at its discretion, for safekeeping or disposition by the
Fund in accordance with law, such records, papers, documents
accumulated in the execution of its duties as such Transfer
Agent, as the Transfer Agent may deem expedient, other than those
which the Transfer Agent is itself required to maintain pursuant
to applicable laws and regulations. The Fund shall assume all
responsibility for any failure thereafter to produce any record,
paper, cancelled Share certificate or other document so returned,
if and when required. Such records maintained by the Transfer
Agent pursuant to this paragraph 4, which have not been
previously delivered to the Fund pursuant to the foregoing
provisions of this paragraph 4, shall be considered to be the
property of the Fund, shall be made available upon request for
inspection by the Officers, employees and auditors of the Fund,
and records shall be delivered to the Fund upon request and in
any event upon the date of termination of this Agreement, as
specified in Article IX of this Agreement, in the form and manner
kept by the Transfer Agent on such date of termination or such
earlier date as may be requested by the Fund.
5. The Transfer Agent shall not be liable for any loss or
damage, including counsel fees, resulting from its actions or
omissions to act or otherwise, except for any loss or damage
arising out of its bad faith, willful misfeasance, gross
negligence or reckless disregard of its duties under this
Agreement.
6. (a) The Fund shall indemnify and exonerate, save and
hold harmless the Transfer Agent from and against any and
all claims (whether with or without basis in fact or law),
demands, expenses (including reasonable attorneys' fees) and
liabilities of any and every nature which the Transfer Agent
may sustain or incur or which may be asserted against the
Transfer Agent by any person by reason of or as a result of
any action taken or omitted to be taken by any prior
transfer agent of the Fund or as a result of any action
taken or omitted to be taken by the Transfer Agent in good
faith and without gross negligence or willful misfeasance or
in reliance upon: (i) any provision of this Agreement;
(ii) the Prospectus; (iii) any instruction or order
including, without limitation, any computer tape or
electronic data transmission reasonably believed by the
Transfer Agent to have been received from an Approved
Institution; (iv) any instrument, order or Share certificate
reasonably believed by it to be genuine and to be signed,
countersigned or executed by any duly authorized Officer of
the Fund; (v) any Certificate or other instructions of an
Officer; (vi) any opinion of legal counsel for the Fund or
the Transfer Agent; or (vii) any request by any entity to
carry out any transaction in Shares received by the Transfer
Agent through any of the various programs offered through
the NSCC (including, but not limited to, Networking and
FundServ). The Fund shall indemnify and exonerate, save and
hold the Transfer Agent harmless from and against any and
all claims (whether with or without basis in fact or law),
demands, expenses (including reasonable attorneys' fees) and
liabilities of any and every nature which the Transfer Agent
may sustain or incur or which may be asserted against the
Transfer Agent by any person by reason of or as a result of
any action taken or omitted to be taken by the Transfer
Agent in good faith in connection with its appointment or in
reliance upon any law, act, regulation or any interpretation
of the same even though such law, act or regulation may
thereafter have been altered, changed, amended or repealed.
(b) The Transfer Agent shall not settle any claim,
demand, expense or liability to which it may seek indemnity
pursuant to paragraph 6(a) above (each, an "Indemnifiable
Claim") without the express written consent of an Officer of
the Fund. The Transfer Agent shall notify the Fund within
fifteen (15) days of receipt of notification of an
Indemnifiable Claim, provided that the failure by the
Transfer Agent to furnish such notification shall not impair
its right to seek indemnification from the Fund unless the
Fund is unable to adequately defend the Indemnifiable Claim
as a result of such failure, and further provided, that if
as a result of the Transfer Agent's failure to provide the
Fund with timely notice of the institution of litigation a
judgment by default is entered, prior to seeking
indemnification from the Fund the Transfer Agent, at its own
cost and expense, shall open such judgment. The Fund shall
have the right to defend any Indemnifiable Claim at its own
expense, provided that such defense shall be conducted by
counsel selected by the Fund and reasonably acceptable to
the Transfer Agent. The Transfer Agent may join in such
defense at its own expense, but to the extent that it shall
so desire the Fund shall direct such defense. The Fund shall
not settle any Indemnifiable Claim without the express
written consent
of the Transfer Agent if the Transfer Agent determines that
such settlement would have an adverse effect on the Transfer
Agent beyond the scope of this Agreement. In such event, the
Fund and the Transfer Agent shall each be responsible for
their own defense at their own cost and expense, and such
claim shall not be deemed an Indemnifiable Claim hereunder.
If the Fund shall fail or refuse to defend an Indemnifiable
Claim, the Transfer Agent may provide its own defense at the
cost and expense of the Fund. Anything in this Agreement to
the contrary notwithstanding, the Fund shall not indemnify
the Transfer Agent against any liability or expense arising
out of the Transfer Agent's willful misfeasance, bad faith,
gross negligence or reckless disregard of its duties and
obligations under this Agreement. The Transfer Agent shall
indemnify and hold the Fund harmless from and against any
and all losses, damages, costs, charges, counsel fees,
payments, expenses and liability arising out of or
attributable to any action or failure or omission to act by
the Transfer Agent as a result of the Transfer Agent's lack
of good faith, gross negligence or willful misfeasance.
7. The Transfer Agent shall not be liable to the Fund with
respect to any redemption draft on which the signature of the
drawer is forged and which the Fund's Custodian has advised the
Transfer Agent to honor the redemption (but nothing herein is
meant to impose any duties upon the Fund's Custodian); nor shall
the Transfer Agent be liable for any material alteration or
absence or forgery of any endorsement, it being understood that
the Transfer Agent's sole responsibility with respect to
inspecting redemption drafts is to use reasonable care to verify
the drawer's signature against signatures on file.
8. There shall be excluded from the consideration of
whether the Transfer Agent has breached this Agreement in any
way, any period of time, and only such period of time during
which the Transfer Agent's performance is materially affected, by
reason of circumstances beyond its control (collectively,
"Causes"), including, without limitation, mechanical breakdowns
of equipment (including any alternative power supply and
operating systems software), flood or catastrophe, acts of God,
failures of transportation, communication or power supply,
strikes, lockouts, work stoppages or other similar circumstances.
9. At any time the Transfer Agent may apply to an Officer
of the Fund for written instructions with respect to any matter
arising in connection with the Transfer Agent's duties and
obligations under this Agreement, and the Transfer Agent shall
not be liable for any action taken or permitted by it in good
faith in accordance with such written instructions. Such
application by the Transfer Agent for written instructions from
an Officer of the Fund may set forth in writing any action
proposed to be taken or omitted by the Transfer Agent with
respect to its duties or obligations under this Agreement and the
date on and/or after which such action shall be taken. The
Transfer Agent shall not be liable for any action taken or
omitted in accordance with a proposal included in any such
application on or after the date specified therein unless, prior
to taking or omitting any such action, the Transfer Agent has
received written instructions in response to such application
specifying the action to be taken or omitted. The Transfer Agent
may consult counsel of the Fund, or upon notice to the Fund, its
own counsel, at the expense of the Fund and shall be fully
protected with respect to anything done or omitted by it in good
faith in accordance with the advice or opinion of counsel to the
Fund or its own counsel.
10. The Transfer Agent may issue new Share certificates in
place of certificates represented to have been lost, stolen or
destroyed upon receiving written instructions from the
shareholder accompanied by proof of an indemnity or surety bond
issued by a recognized insurance institution specified by the
Fund or the Transfer Agent.
If the Transfer Agent receives written notification from the
shareholder or broker dealer that the certificate issued was
never received, and such notification is made within thirty (30)
days of the date of issuance, the Transfer Agent may reissue the
certificate without requiring a surety bond. The Transfer Agent
may also reissue certificates which are represented as lost,
stolen or destroyed without requiring a surety bond provided that
the notification is in writing and accompanied by an
indemnification signed on behalf of a member firm of the New York
Stock Exchange and signed by an officer of said firm with the
signature guaranteed. Notwithstanding the foregoing, the Transfer
Agent will reissue a certificate upon written authorization from
an Officer of the Fund.
11. In case of any requests or demands for the inspection
of the shareholder records of the Fund, the Transfer Agent will
endeavor to notify the Fund promptly and to secure instructions
from an Officer as to such inspection. The Transfer Agent
reserves the right, however, to exhibit the shareholder records
to any person whenever it receives an opinion from its counsel
that there is a reasonable likelihood that the Transfer Agent
will be held liable for the failure to exhibit the shareholder
records to such person; provided, however, that in connection
with any such disclosure the Transfer Agent shall promptly notify
the Fund that such disclosure has been made or is to be made.
12. At the request of an Officer of the Fund, the Transfer
Agent will address and mail such appropriate notices to
shareholders as the Fund may direct.
13. Notwithstanding any of the foregoing provisions of this
Agreement, the Transfer Agent shall be under no duty or
obligation to inquire into, and shall not be liable for:
(a) The legality of the issue or sale of any Shares,
the sufficiency of the amount to be received therefor, or
the authority of the Approved Institution or of the Fund, as
the case may be, to request such sale or issuance;
(b) The legality of a transfer of Shares, or of a
redemption of any Shares, the propriety of the amount to be
paid therefor, or the authority of the Approved Institution
or of the Fund, as the case may be, to request such transfer
or redemption;
(c) The legality of the declaration of any dividend by
the Fund, or the legality of the issue of any Shares in
payment of any stock dividend; or
(d) The legality of any recapitalization or
readjustment of Shares.
14. The Transfer Agent shall have no duties or
responsibilities whatsoever except such duties and
responsibilities as are specifically set forth in this Agreement,
and no covenant or obligation shall be implied in this Agreement
against the Transfer Agent.
15. Purchase and Prices of Services:
(a) The Fund will compensate the Transfer Agent for,
and Transfer Agent will provide, beginning on the execution
date of this Agreement and continuing until the termination
of this Agreement as provided hereinafter, the services set
forth in Schedule I.
(b) The current unit prices for the services are set
forth in the Schedule II (the "Schedule II Fees"). Effective
as of January 1, 1997, once in each calendar year, the
Transfer Agent may elect to raise the Schedule II Fees upon
ninety (90) days prior notice to the Fund, all subject to
the mutual agreement of the parties hereto. Notwithstanding
the annual right to raise the Schedule II Fees, the Transfer
Agent may increase prices due to changes in legal or
regulatory requirements subject to the approval of the Fund,
which approval shall not be unreasonably withheld.
16. Billing and Payment:
(a) The Transfer Agent shall bill the Fund monthly in
arrears for accounts maintained and Out-of-Pocket Expenses.
The Transfer Agent may from time to time request that the
Fund advance estimated expenditures of an unusual nature
subject to reconciliation of actual expenses as soon as
practicable thereafter.
(b) The Fund shall pay the Transfer Agent in
immediately available funds at UMB Bank, n.a. in Kansas
City, Missouri within thirty (30) days of the date of the
bill. Any amounts due under this Agreement which are not
paid within said thirty (30) day period shall bear interest
at the rate of one and one-half percent (l 1/2%) per month
from such date until paid in full.
ARTICLE IX
TERMINATION
Either of the parties hereto may terminate this Agreement by
giving to the other party a notice in writing specifying the date
of such termination, which shall be not less than sixty (60) days
after the date of receipt of such notice. In the event such
notice is given by the Fund, it shall be accompanied by a copy of
a resolution of the Board of Directors of the Fund, certified by
the Secretary or any Assistant Secretary, electing to terminate
this Agreement and designating the successor transfer agent or
transfer agents. In the event such notice is given by the
Transfer Agent, the Fund shall on or before the termination date,
deliver to the Transfer Agent a copy of a resolution of its Board
of Directors, certified by the Secretary or any Assistant
Secretary, designating a successor transfer agent or transfer
agents. In the absence of such designation by the Fund, the Fund
shall upon the date specified in the notice of termination of
this Agreement and delivery of the records maintained hereunder,
be deemed to be its own transfer agent and the Transfer Agent
shall thereby be relieved of all duties and responsibilities
pursuant to this Agreement.
In the event this Agreement is terminated as provided
herein, the Transfer Agent, upon the written request of the Fund,
shall deliver the records of the Fund on electromagnetic media to
the Fund or its successor transfer agent. The Fund shall be
responsible to the Transfer Agent for the reasonable costs and
expenses associated with the preparation and delivery of such
media.
ARTICLE X
MISCELLANEOUS
1 The Fund agrees that prior to effecting any change in
the Prospectus which would increase or alter the duties and
obligations of the Transfer Agent hereunder, it shall advise the
Transfer Agent of such proposed change at least thirty (30) days
prior to the intended date of the same, and shall proceed with
such change only if it shall have received the written consent of
the Transfer Agent thereto, which shall not be unreasonably
withheld.
2. Any notice or other instrument in writing, authorized
or required by this Agreement to be given to the Fund shall be
sufficiently given if addressed to the Fund and mailed or
delivered to it at:
BMA Tower
700 Karnes Blvd.
Kansas City, MO 64108
or at such other place as the Fund may from time to time
designate in writing.
3. Any notice or other instrument in writing, authorized
or required by this Agreement to be given to the Transfer Agent
shall be sufficiently given if addressed to the Transfer Agent
and mailed or delivered to:
BMA Tower
700 Karnes Blvd.
Kansas City, MO 64108
or at such other place as the Transfer Agent may from time to
time designate in writing.
4. This Agreement may not be amended or modified in any
manner except by a written agreement executed by both parties
with the formality of this Agreement.
5. This Agreement shall extend to and shall be binding
upon the parties hereto, and their respective successors and
assigns.
6. This Agreement shall be governed by and construed in
accordance with the laws of the State of Missouri.
7. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original,
but such counterparts shall, together, constitute only one
instrument.
8. The provisions of this Agreement are intended to
benefit only the Transfer Agent and the Fund, and no rights shall
be granted to any other person by virtue of this Agreement.
9. (a) The Transfer Agent shall endeavor to assist in
resolving shareholder inquiries and errors relating to the
period during which prior transfer agents acted as such for
the Fund. Any such inquiries or errors which cannot be
expediently resolved by the Transfer Agent will be referred
to the Fund.
(b) The Transfer Agent shall only be responsible for
the safekeeping and maintenance of transfer agency records,
cancelled Share certificates and correspondence of the Fund
created or produced prior to the time of conversion which
are under its control and acknowledged in a writing to the
Fund to be in its possession. Any expenses or liabilities
incurred by the Transfer Agent as a result of shareholder
inquiries, regulatory compliance or audits related to such
records and not caused as a result of Transfer Agent's bad
faith, willful misfeasance or gross negligence shall be the
responsibility of the Fund as provided in Article VIII
herein.
[The remainder of this page intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective corporate officer,
thereunto duly authorized and their respective corporate seals to
be hereunto affixed, as of the day and year first above written.
SCOUT MONEY MARKET FUND, INC.
By /s/Larry D. Armel
Name: Larry D. Armel
Title: President
[SEAL]
JONES & BABSON, INC.
Name: Martin A. Cramer
Title: Secretary
[SEAL]
TA Agmt/J&B- Scout Money Market Fund, Inc.
EX99.23h4
TRANSFER AGENCY AGREEMENT
This Agreement made as of the 1st day of January, 1996
between Scout Tax-Free Money Market Fund, Inc., a Maryland
corporation (the "Fund"), and Jones & Babson, Inc., a Missouri
corporation (the "Transfer Agent").
WITNESSETH
That in consideration of the mutual promises hereinafter set
forth, the parties hereto covenant and agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and
phrases shall have the following meanings:
1. "Approved Institution" shall mean an entity so named in
a Certificate, as hereinafter defined. From time to time, the
Fund may amend a previously delivered Certificate by delivering
to the Transfer Agent a Certificate naming an additional entity
or deleting any entity named in a previously delivered
Certificate.
2. The "Board of Directors" shall mean the Board of
Directors of the Fund.
3. "Certificate" shall mean any notice, instruction or
other instrument in writing, authorized or required by this
Agreement to be given to the Transfer Agent by the Fund which is
signed by any Officer, as hereinafter defined, and actually
received by the Transfer Agent.
4. "Custodian" shall mean the financial institution
appointed as custodian under the terms and conditions of the
Custody Agreement between the financial institution and the Fund,
or its successor(s).
5. "Fund Business Day" shall be determined as set out in
the Fund's prospectuses as shall be effective from time to time.
6. "Officer" shall be deemed to be the Fund's President,
any Vice President, Secretary, Treasurer, Controller, any
Assistant Controller, any Assistant Treasurer and any Assistant
Secretary, and any other person duly authorized by the Board of
Directors of the Fund to execute any Certificate, instruction,
notice or other instrument on behalf of the Fund, and any person
reasonably believed by the Transfer Agent to be such a person.
7. "Out-of-Pocket Expenses" means amounts reasonably
necessary and actually incurred by Transfer Agent in the
provision of Transfer Agent services or pursuant to this
Agreement for the following purposes: postage (and first class
mail insurance in connection with mailing Share certificates),
envelopes, check forms, continuous forms, forms for reports and
statements, stationery and other similar items, telephone and
telegraph charges incurred in answering inquiries from dealers or
shareholders, microfilm used to record transactions in
shareholder accounts and computer tapes used for permanent
storage of records and cost of insertion of materials in mailing
envelopes by outside firms. Any charges associated with special
or exception processing shall also be considered Out-of-Pocket
Expenses.
8. "Prospectus" shall mean the most recent Fund prospectus
actually received by the Transfer Agent from the Fund with
respect to which the Fund has indicated a registration statement
under the Securities Act of 1933, as amended, has
become effective, including the Statement of Additional
Information, incorporated by reference therein.
9. "Shares" shall mean all or any part of each class or
series of the shares of beneficial interest of the Fund or
portfolio listed in the Certificate as to which the Transfer
Agent acts as transfer agent hereunder, as may be amended from
time to time, which are authorized and/or issued by the Fund.
ARTICLE II
APPOINTMENT OF TRANSFER AGENT
1. Effective as of the date of this Agreement, the Fund
hereby constitutes and appoints the Transfer Agent as transfer
agent of all the Shares of the Fund and as dividend disbursing
agent during the period of this Agreement.
2. The Transfer Agent hereby accepts appointment as
transfer agent and dividend disbursing agent and agrees to
perform duties thereof as hereinafter set forth.
3. In connection with such appointment, the Fund upon the
request of the Transfer Agent, shall deliver the following
documents to the Transfer Agent:
(i) A copy of the Articles of Incorporation of the
Fund and all
amendments thereto certified by the Secretary of the Fund;
(ii) A copy of the By-laws of the Fund certified by the
Secretary of the
Fund;
(iii) A copy of a resolution of the Board of
Directors of the Fund
certified by the Secretary of the Fund appointing the
Transfer Agent and
authorizing the execution of this Transfer Agency Agreement;
(iv) A Certificate signed by the Secretary of the Fund
specifying: the number of authorized Shares, the number of
such authorized Shares issued, the number of such authorized
Shares issued and currently outstanding, the names and
specimen signatures of the Officers of the Fund and the name
and address of the legal counsel for the Fund;
(v) Specimen Share certificate for each or series
class of Shares in the form approved by the Board of
Directors of the Fund (and in a format compatible with the
Transfer Agent's system), together with a Certificate signed
by the Secretary of the Fund as to such approval;
(vi) Copies of the Fund's registration statement, as
amended to date, and the most recently filed Post-Effective
Amendment thereto, filed by the Fund with the Securities and
Exchange Commission under the Securities Act of 1933, as
amended, and under the Investment Company Act of 1940, as
amended, together with any applications filed in connection
therewith; and
(vii) Opinion of counsel for the Fund with respect
to the validity of the authorized and outstanding Shares,
whether such Shares are fully paid and nonassessable and the
status of such Shares under the Securities Act of 1933, as
amended, and any other applicable federal law or regulation
(i.e., if subject to registration, that they have been
registered and that the registration statement has become
effective or, if exempt, the specific grounds therefor).
ARTICLE III
AUTHORIZATION AND ISSUANCE OF SHARES
1. If requested by the Transfer Agent, the Fund shall
deliver to the Transfer Agent the following documents on or
before the effective date of any increase or decrease in the
total number of Shares authorized to be issued:
(a) A certified copy of the amendment to the Articles
of Incorporation giving effect to such increase or decrease;
(b) In the case of an increase, an opinion of counsel
for the Fund with respect to the validity of the Shares of
the Fund and the status of such Shares under the Securities
Act of 1933, as amended, and any other applicable federal
law or regulation (i.e., if subject to registration, that
they have been registered and that the registration
statement has become effective or, if exempt, the specific
grounds therefor); and
(c) In the case of an increase, if the appointment of
the Transfer Agent was theretofore expressly limited, a
certified copy of a resolution of the Board of Directors of
the Fund increasing the authority of the Transfer Agent.
2. Prior to the issuance of any additional Shares pursuant
to stock dividends or stock splits, etc., and prior to any
reduction in the number of Shares outstanding, if requested by
the Transfer Agent, the Fund shall deliver the following
documents to the Transfer Agent:
(a) A certified copy of the resolution(s) adopted by
the Board of Directors and/or the shareholders of the Fund
authorizing such issuance of additional Shares or such
reduction, as the case may be; and
(b) An opinion of counsel for the Fund with respect
to the validity of the Shares and the status of such Shares
under the Securities Act of 1933, as amended, and any other
applicable federal law or regulation (i.e., if subject to
registration, that they have been registered and that the
registration statement has become effective, or, if exempt,
the specific grounds therefor).
ARTICLE IV
RECAPITALIZATION OR CAPITAL ADJUSTMENT
1. In the case of any negative stock split,
recapitalization or other capital adjustment requiring a change
in the form of Share certificates, the Transfer Agent will issue
Share certificates in the new form in exchange for, or upon
transfer of, outstanding Share certificates in the old form, upon
receiving:
(a) A Certificate authorizing the issuance of the
Share certificates in the new form;
(b) A certified copy of any amendment to the Articles
of Incorporation with respect to the change;
(c) Specimen Share certificates for each class of
Shares in the new form approved by the Board of Directors of
the Fund, with a Certificate signed by the Secretary of the
Fund as to such approval; and
(d) An opinion of counsel for the Fund with respect to
the validity of the Shares in the new form and the status of
such Shares under the Securities Act of 1933, as amended,
and any other applicable federal law or regulation (i.e., if
subject to registration, that the Shares have been
registered and that the registration statement has become
effective or, if exempt, the specific grounds therefor).
2. The Fund at its expense shall furnish the Transfer
Agent with a sufficient supply of blank Share certificates in the
new form and from time to time will replenish such supply upon
the request of the Transfer Agent. Such blank Share certificates
shall be compatible with the Transfer Agent's system and shall be
properly signed by facsimile or otherwise by Officers of the Fund
authorized by law or by the By-laws to sign Share certificates
and, if required, shall bear the corporate seal or facsimile
thereof. The Fund agrees to indemnify and exonerate, save and
hold the Transfer Agent harmless from and against any and all
claims or demands that may be asserted against the Transfer Agent
with respect to the genuineness of any Share certificate supplied
to the Transfer Agent pursuant to this Article.
ARTICLE V
ISSUANCE, REDEMPTION AND TRANSFER OF SHARES
1. (a) The Transfer Agent acknowledges that it has
received a copy of the Fund's Prospectus, which Prospectus
describes how sales and redemption of Shares of the Fund
shall be made, and the Transfer Agent agrees to accept
purchase orders and redemption requests with respect to
Shares on each Fund Business Day in accordance with such
Prospectus. The Fund agrees to provide the Transfer Agent
with sufficient advance notice to enable the Transfer Agent
to effect any changes in the procedures set forth in the
Prospectus regarding such purchase and redemption procedure;
provided, however, that in no event will such advance notice
be less than thirty (30) days.
(b) The Transfer Agent shall also accept with respect
to each Fund Business Day, at such times as are agreed upon
from time to time by the Transfer Agent and the Fund, a
computer tape or electronic data transmission consistent in
all respects with the Transfer Agent's record format, as
amended from time to time, which is believed by the Transfer
Agent to be furnished by or on behalf of any Approved
Institution. The Transfer Agent shall not be liable for any
losses or damages to the Fund or its shareholders in the
event that a computer tape or electronic data transmission
from an Approved Institution is unable to be processed for
any reason beyond the control of the Transfer Agent, or if
any of the information on such tape or transmission is found
to be incorrect.
2. On each Fund Business Day, the Transfer Agent shall, as
of the time at which the Fund computes the net asset value of the
Fund, issue to and redeem from the accounts specified in a
purchase order, redemption request or computer tape or electronic
data transmission, which in accordance with the Prospectus is
effective on such Fund Business Day, the appropriate number of
full and fractional Shares based on the net asset value per Share
of such Fund specified in an advice received on such Fund
Business Day from the Fund. Notwithstanding the foregoing, if a
redemption specified in a computer tape or electronic data
transmission is for a dollar value of Shares in excess of the
dollar value of uncertificated Shares in the specified account,
the Transfer Agent shall not effect such redemption in whole or
in part and shall within twenty-four (24) hours orally advise the
Approved Institution which supplied such tape of the discrepancy.
3. In connection with a reinvestment of a dividend or
distribution of Shares of the Fund, the Transfer Agent shall as
of each Fund Business Day, as specified in a Certificate or
resolution described in paragraph 1 of succeeding Article VI,
issue Shares of the Fund based on the net asset value per Share
of such Fund specified in an advice received from the Fund on
such Fund Business Day.
4. On each Fund Business Day, the Transfer Agent shall
supply the Fund with a statement specifying with respect to the
immediately preceding Fund Business Day: the total number of
Shares of the Fund (including fractional Shares) issued and
outstanding at the opening of business on such day; the total
number of Shares of the Fund sold on such day, pursuant to the
preceding paragraph 2 of this Article; the total number of Shares
of the Fund redeemed from shareholders by the Transfer Agent on
such day; the total number of Shares of the Fund, if any, sold on
such day pursuant to the preceding paragraph 3 of this Article,
and the total number of Shares of the Fund issued and
outstanding.
5. In connection with each purchase and each redemption of
Shares, the Transfer Agent shall send such statements as are
prescribed by the Federal Securities laws applicable to transfer
agents or as described in the Prospectus. If the Prospectus
indicates that certificates for Shares are available and if
specifically requested in writing by any shareholder, or if
otherwise required hereunder, the Transfer Agent will countersign
(if necessary), issue and mail to such shareholder at the address
set forth in the records of the Transfer Agent a Share
certificate for any full Share requested.
6. As of each Fund Business Day, the Transfer Agent shall
furnish the Fund with an advice setting forth the number and
dollar amount of Shares to be redeemed on such Fund Business Day
in accordance with paragraph 2 of this Article.
7. Upon receipt of a proper redemption request and moneys
paid to it by the Custodian in connection with a redemption of
Shares, the Transfer Agent shall cancel the redeemed Shares and
after making appropriate deduction for any withholding of taxes
required of it by applicable law: (a) in the case of a redemption
of Shares pursuant to a redemption described in the preceding
paragraph l(a) of this Article, make payment in accordance with
the Fund's redemption and payment procedures described in the
Prospectus; and (b) in the case of a redemption of Shares
pursuant to a computer tape or electronic data transmission
described in the preceding paragraph l(b) of this Article, make
payment by directing a federal funds wire order to the account
previously designated by the Approved Institution specified in
said computer tape or electronic data transmission.
8. The Transfer Agent shall not be required to issue any
Shares after it has received from an Officer of the Fund or from
an appropriate federal or state authority written notification
that the sale of Shares has been suspended or discontinued, and
the Transfer Agent shall be entitled to rely upon such written
notification.
9. Upon the issuance of any Shares in accordance with this
Agreement, the Transfer Agent shall not be responsible for the
payment of any original issue or other taxes required to be paid
by the Fund in connection with such issuance of any Shares.
10. The Transfer Agent shall accept a computer tape or
electronic data transmission consistent with the Transfer Agent's
record format, as amended from time to time, which is reasonably
believed by the Transfer Agent to be furnished by or on behalf of
any Approved Institution and is represented to be instructions
with respect to the transfer of Shares from one account of such
Approved Institution to another such account, and shall effect
the transfers specified in said computer tape or electronic data
transmission. The Transfer Agent shall not be liable for any
losses to the Fund or its shareholders in the event that a
computer tape or electronic data transmission from an Approved
Institution is unable to be processed for any reason beyond the
control of the Transfer Agent, or if any of the information on
such tape or transmission is found to be incorrect.
11. (a) Except as otherwise provided in subparagraph (b)
of this paragraph and in paragraph 13 of this Article,
Shares will be transferred or redeemed upon presentation to
the Transfer Agent of Share certificates or instructions
properly endorsed for transfer or redemption, accompanied by
such documents as the Transfer Agent deems necessary to
evidence the authority of the person making such transfer or
redemption, and bearing satisfactory evidence of the payment
of stock transfer taxes. In the case of small estates where
no administration is contemplated, the Transfer Agent may,
when furnished with an appropriate surety bond, and without
further approval of the Fund, transfer or redeem Shares
registered in the name of a decedent where the current
market value of the Shares being transferred does not exceed
such amount as may from time to time be prescribed by
various states. The Transfer Agent reserves the right to
refuse to transfer or redeem Shares until it is satisfied
that the endorsement on the stock certificate or
instructions is valid and genuine, and for that purpose it
will require, unless otherwise instructed by an authorized
Officer of the Fund, a guarantee of signature by an
"Eligible Guarantor Institution" as that term is defined by
SEC Rule 17Ad-15. The Transfer Agent also reserves the right
to refuse to transfer or redeem Shares until it is satisfied
that the requested transfer or redemption is legally
authorized, and it shall incur no liability for the refusal,
in good faith, to make transfers or redemptions which the
Transfer Agent, in its judgment, deems improper or
unauthorized, or until it is satisfied that there is no
basis to any claims adverse to such transfer or redemption.
The Transfer Agent may, in effecting transfers and
redemptions of Shares, rely upon those provisions of the
Uniform Act for the Simplification of Fiduciary Security
Transfers or the Uniform Commercial Code, as the same may be
amended from time to time, applicable to the transfer of
securities, and the Fund shall indemnify the Transfer Agent
for any act done or omitted by it in good faith in reliance
upon such laws. In no event will the Fund indemnify the
Transfer Agent for any act done by it as a result of willful
misfeasance, bad faith, gross negligence or reckless
disregard of its duties. The Transfer Agent shall be
entitled to accept, and shall be fully protected by the Fund
in accepting, any request from any entity to carry out any
transaction in Shares received by the Transfer Agent through
any of the various programs offered through the National
Securities Clearing Corporation ("NSCC") (including, but not
limited to, Networking and FundServ). Any such entity shall
constitute an Approved Institution as defined herein.
(b) Notwithstanding the foregoing or any other
provision contained in this Agreement to the contrary, the
Transfer Agent shall be fully protected by the Fund in not
requiring any instruments, documents, assurances,
endorsements or guarantees, including, without limitation,
any signature guarantees, in connection with a redemption or
transfer of Shares whenever the Transfer Agent reasonably
believes that requiring the same would be inconsistent with
the transfer and redemption procedures as described in the
Prospectus.
12. Notwithstanding any provision contained in this
Agreement to the contrary, the Transfer Agent shall not be
required or expected to require, as a condition to any transfer
of any Shares pursuant to paragraph 11 of this Article or any
redemption of any Shares pursuant to a computer tape or
electronic data transmission described in this Agreement, any
documents, including, without limitation, any documents of the
kind described in subparagraph (a) of paragraph 11 of this
Article, to evidence the authority of the person requesting the
transfer or redemption and/or the payment of any stock transfer
taxes, and shall be fully protected in acting in accordance with
the applicable provisions of this Article.
13. (a) As used in this Agreement, the terms "computer
tape or electronic data transmission" and "computer tape
believed by the Transfer Agent to be furnished by an
Approved Institution", shall include any tapes generated by
the Transfer Agent to reflect information believed by the
Transfer Agent to have been input by an Approved
Institution, via a remote terminal or other similar link,
into a data processing, storage or collection system, or
similar system (the "System"), located on the Transfer
Agent's premises. For purposes of paragraph 1 of this
Article, such a computer tape or electronic data
transmission shall be deemed to have been furnished at such
times as are agreed upon from time to time by the Transfer
Agent and Fund only if the information reflected thereon was
input to the System at such times as are agreed upon from
time to time by the Transfer Agent and the Fund.
(b) Nothing contained in this Agreement shall
constitute any agreement or representation by the Transfer
Agent to permit, or to agree to permit, any Approved
Institution to input information into a System.
(c) The Transfer Agent reserves the right to approve,
in advance, any Approved Institution; such approval not to
be unreasonably withheld. The Transfer Agent also reserves
the right to terminate any and all automated data
communications, at its discretion, upon a reasonable attempt
to notify the Fund when in the opinion of the Transfer Agent
continuation of such communications would jeopardize the
accuracy and/or integrity of the Fund's records on the
System.
ARTICLE VI
DIVIDENDS AND DISTRIBUTIONS
1. The Fund shall furnish to the Transfer Agent a copy of
a resolution of its Board of Directors, certified by the
Secretary or any Assistant Secretary, either: (i) setting
forth the date of the declaration of a dividend or distribution,
the date of accrual or payment, as the case may be, thereof, the
record date as of which shareholders entitled to payment, or
accrual, as the case may be, shall be determined, the amount per
Share of such dividend or distribution, the payment date on which
all previously accrued and unpaid dividends are to be paid and
the total amount, if any, payable to the Transfer Agent on such
payment date; or (ii) authorizing the declaration of dividends
and distributions on a daily or other periodic basis and
authorizing the Transfer Agent to rely on a Certificate setting
forth the information described in subsection (i) of this
paragraph.
2. Upon the mail date specified in such Certificate or
resolution, as the case may be, the Fund shall, in the case of a
cash dividend or distribution, cause the Custodian to deposit in
an account in the name of the Transfer Agent on behalf of the
Fund an amount of cash, if any, sufficient for the Transfer Agent
to make the payment, as of the mail date, specified in such
Certificate or resolution, as the case may be, to the
shareholders who were of record on the record date. The Transfer
Agent will, upon receipt of any such cash, make payment of such
cash dividends or distributions to the shareholders of record as
of the record date by: (i) mailing a check, payable to the
registered shareholder, to the address of record or dividend
mailing address; or (ii) wiring such amounts to the accounts
previously designated by an Approved Institution, as the case may
be. The Transfer Agent shall not be liable for any improper
payments made in good faith and without negligence, in accordance
with a Certificate or resolution described in the preceding
paragraph. If the Transfer Agent shall not receive from the
Custodian sufficient cash to make payments of any cash dividend
or distribution to all shareholders of the Fund as of the record
date, the Transfer Agent shall, upon notifying the Fund, withhold
payment to all shareholders of record as of the record date until
sufficient cash is provided to the Transfer Agent.
3. It is understood that the Transfer Agent shall in no
way be responsible for the determination of the rate or form of
dividends or capital gain distributions due to the shareholders.
It is expressly agreed and understood that the Transfer Agent is
not liable for any loss as a result of processing a distribution
based on information provided in the Certificate that is
incorrect. The Fund agrees to pay the Transfer Agent for any and
all costs, both direct and Out-of-Pocket Expenses, incurred in
such corrective work as necessary to remedy such error.
4. It is understood that the Transfer Agent shall file
such appropriate information returns concerning the payment of
dividend and capital gain distributions with the proper federal,
state and local authorities as are required by law to be filed by
the Fund, but shall in no way be responsible for the collection
or withholding of taxes due on such dividends or distributions
due to shareholders, except and only to the extent required by
applicable law. Anything in this Agreement to the contrary
notwithstanding, the Fund shall be solely responsible for the
accurate, complete and timely filing with the proper federal,
state and local authorities of all tax information with respect
to any Fund account maintained under Matrix Level 3 through any
of the various programs offered through the NSCC (including, but
not limited to, Networking and FundServ).
ARTICLE VII
CONCERNING THE FUND
1. The Fund represents to the Transfer Agent that:
(a) It is a corporation duly organized and existing
under the laws of the State of Maryland.
(b) It is empowered under applicable laws and by its
Articles of Incorporation and By-laws to enter into and
perform this Agreement.
(c) All requisite corporate proceedings have been
taken to authorize it to enter into and perform this
Agreement.
(d) It is an investment company registered under the
Investment Company Act of 1940, as amended.
(e) A registration statement under the Securities Act
of 1933, as amended, with respect to the Shares is
effective. The Fund shall notify the Transfer Agent if such
registration statement or any state securities registrations
have been terminated or a stop order has been entered with
respect to the Shares.
2. Each copy of the Articles of Incorporation of the Fund
and copies of all amendments thereto shall be certified by the
Secretary of State (or other appropriate official) of the state
of organization, and if such Articles of Incorporation and/or
amendments are required by law also to be filed with a county or
other officer or official body, a certificate of such filing
shall be filed with a certified copy submitted to the Transfer
Agent. Each copy of the By-laws and copies of all amendments
thereto, and copies of resolutions of the Board of Directors of
the Fund shall be certified by the Secretary of the Fund under
seal.
3. The Fund shall promptly deliver to the Transfer Agent
written notice of any change in the Officers authorized to sign
Share certificates, notifications or requests, together with a
specimen signature of each new Officer. In the event any Officer
who shall have signed manually or whose facsimile signature shall
have been affixed to blank Share certificates shall die, resign
or be removed prior to issuance of such Share certificates, the
Transfer Agent may issue such Share certificates of the Fund
notwithstanding such death, resignation or removal, and the Fund
shall promptly deliver to the Transfer Agent such approval,
adoption or ratification as may be required by law.
4. It shall be the sole responsibility of the Fund to
deliver to the Transfer Agent the Fund's currently effective
Prospectus and, for purposes of this Agreement, the Transfer
Agent shall not be deemed to have notice of any information
contained in such Prospectus until a reasonable time after it is
actually received by the Transfer Agent.
ARTICLE VIII
CONCERNING THE TRANSFER AGENT
1. The Transfer Agent represents and warrants to the Fund
that:
(a) It is a corporation duly organized and existing
under the laws of the State of Missouri.
(b) It is empowered under applicable law and by its
Articles of Incorporation and By-laws to enter into and
perform this Agreement.
(c) All requisite corporate proceedings have been
taken to authorize it to enter into and perform this
Agreement.
(d) It is duly registered as a transfer agent under
Section 17A of the Securities Exchange Act of 1934, as
amended.
2. The Transfer Agent shall not be liable and shall be
indemnified in acting upon any computer tape or electronic data
transmission, writing or document reasonably believed by it to be
genuine and to have been signed or made by an Officer of the Fund
or person designated by the Fund and shall not be held to have
any notice of any change of authority of any person until receipt
of written notice thereof from the Fund or such person. It shall
also be protected in processing Share certificates which bear the
proper countersignature of the Transfer Agent and which it
reasonably believes to bear the proper manual or facsimile
signature of the Officers of the Fund.
3. The Transfer Agent upon notice to the Fund may
establish such additional procedures, rules and regulations
governing the transfer or registration of Share certificates as
it may deem advisable and consistent with such rules and
regulations generally adopted by mutual fund transfer agents.
4. The Transfer Agent shall keep such records as it may
deem advisable and is agreeable to the Fund, but not
inconsistent with the rules and regulations of appropriate
government authorities, in particular Rules 31a-2 and 31a-3 under
the Investment Company Act of 1940, as amended. The Transfer
Agent acknowledges that such records are the property of the
Fund. The Transfer Agent may deliver to the Fund from time to
time at its discretion, for safekeeping or disposition by the
Fund in accordance with law, such records, papers, documents
accumulated in the execution of its duties as such Transfer
Agent, as the Transfer Agent may deem expedient, other than those
which the Transfer Agent is itself required to maintain pursuant
to applicable laws and regulations. The Fund shall assume all
responsibility for any failure thereafter to produce any record,
paper, cancelled Share certificate or other document so returned,
if and when required. Such records maintained by the Transfer
Agent pursuant to this paragraph 4, which have not been
previously delivered to the Fund pursuant to the foregoing
provisions of this paragraph 4, shall be considered to be the
property of the Fund, shall be made available upon request for
inspection by the Officers, employees and auditors of the Fund,
and records shall be delivered to the Fund upon request and in
any event upon the date of termination of this Agreement, as
specified in Article IX of this Agreement, in the form and manner
kept by the Transfer Agent on such date of termination or such
earlier date as may be requested by the Fund.
5. The Transfer Agent shall not be liable for any loss or
damage, including counsel fees, resulting from its actions or
omissions to act or otherwise, except for any loss or damage
arising out of its bad faith, willful misfeasance, gross
negligence or reckless disregard of its duties under this
Agreement.
6. (a) The Fund shall indemnify and exonerate, save and
hold harmless the Transfer Agent from and against any and
all claims (whether with or without basis in fact or law),
demands, expenses (including reasonable attorneys' fees) and
liabilities of any and every nature which the Transfer Agent
may sustain or incur or which may be asserted against the
Transfer Agent by any person by reason of or as a result of
any action taken or omitted to be taken by any prior
transfer agent of the Fund or as a result of any action
taken or omitted to be taken by the Transfer Agent in good
faith and without gross negligence or willful misfeasance or
in reliance upon: (i) any provision of this Agreement;
(ii) the Prospectus; (iii) any instruction or order
including, without limitation, any computer tape or
electronic data transmission reasonably believed by the
Transfer Agent to have been received from an Approved
Institution; (iv) any instrument, order or Share certificate
reasonably believed by it to be genuine and to be signed,
countersigned or executed by any duly authorized Officer of
the Fund; (v) any Certificate or other instructions of an
Officer; (vi) any opinion of legal counsel for the Fund or
the Transfer Agent; or (vii) any request by any entity to
carry out any transaction in Shares received by the Transfer
Agent through any of the various programs offered through
the NSCC (including, but not limited to, Networking and
FundServ). The Fund shall indemnify and exonerate, save and
hold the Transfer Agent harmless from and against any and
all claims (whether with or without basis in fact or law),
demands, expenses (including reasonable attorneys' fees) and
liabilities of any and every nature which the Transfer Agent
may sustain or incur or which may be asserted against the
Transfer Agent by any person by reason of or as a result of
any action taken or omitted to be taken by the Transfer
Agent in good faith in connection with its appointment or in
reliance upon any law, act, regulation or any interpretation
of the same even though such law, act or regulation may
thereafter have been altered, changed, amended or repealed.
(b) The Transfer Agent shall not settle any claim,
demand, expense or liability to which it may seek indemnity
pursuant to paragraph 6(a) above (each, an "Indemnifiable
Claim") without the express written consent of an Officer of
the Fund. The Transfer Agent shall notify the Fund within
fifteen (15) days of receipt of notification of an
Indemnifiable Claim, provided that the failure by the
Transfer Agent to furnish such notification shall not impair
its right to seek indemnification from the Fund unless the
Fund is unable to adequately defend the Indemnifiable Claim
as a result of such failure, and further provided, that if
as a result of the Transfer Agent's failure to provide the
Fund with timely notice of the institution of litigation a
judgment by default is entered, prior to seeking
indemnification from the Fund the Transfer Agent, at its own
cost and expense, shall open such judgment. The Fund shall
have the right to defend any Indemnifiable Claim at its own
expense, provided that such defense shall be conducted by
counsel selected by the Fund and reasonably acceptable to
the Transfer Agent. The Transfer Agent may join in such
defense at its own expense, but to the extent that it shall
so desire the Fund shall direct such defense. The Fund shall
not settle any Indemnifiable Claim without the express
written consent
of the Transfer Agent if the Transfer Agent determines that
such settlement would have an adverse effect on the Transfer
Agent beyond the scope of this Agreement. In such event, the
Fund and the Transfer Agent shall each be responsible for
their own defense at their own cost and expense, and such
claim shall not be deemed an Indemnifiable Claim hereunder.
If the Fund shall fail or refuse to defend an Indemnifiable
Claim, the Transfer Agent may provide its own defense at the
cost and expense of the Fund. Anything in this Agreement to
the contrary notwithstanding, the Fund shall not indemnify
the Transfer Agent against any liability or expense arising
out of the Transfer Agent's willful misfeasance, bad faith,
gross negligence or reckless disregard of its duties and
obligations under this Agreement. The Transfer Agent shall
indemnify and hold the Fund harmless from and against any
and all losses, damages, costs, charges, counsel fees,
payments, expenses and liability arising out of or
attributable to any action or failure or omission to act by
the Transfer Agent as a result of the Transfer Agent's lack
of good faith, gross negligence or willful misfeasance.
7. The Transfer Agent shall not be liable to the Fund with
respect to any redemption draft on which the signature of the
drawer is forged and which the Fund's Custodian has advised the
Transfer Agent to honor the redemption (but nothing herein is
meant to impose any duties upon the Fund's Custodian); nor shall
the Transfer Agent be liable for any material alteration or
absence or forgery of any endorsement, it being understood that
the Transfer Agent's sole responsibility with respect to
inspecting redemption drafts is to use reasonable care to verify
the drawer's signature against signatures on file.
8. There shall be excluded from the consideration of
whether the Transfer Agent has breached this Agreement in any
way, any period of time, and only such period of time during
which the Transfer Agent's performance is materially affected, by
reason of circumstances beyond its control (collectively,
"Causes"), including, without limitation, mechanical breakdowns
of equipment (including any alternative power supply and
operating systems software), flood or catastrophe, acts of God,
failures of transportation, communication or power supply,
strikes, lockouts, work stoppages or other similar circumstances.
9. At any time the Transfer Agent may apply to an Officer
of the Fund for written instructions with respect to any matter
arising in connection with the Transfer Agent's duties and
obligations under this Agreement, and the Transfer Agent shall
not be liable for any action taken or permitted by it in good
faith in accordance with such written instructions. Such
application by the Transfer Agent for written instructions from
an Officer of the Fund may set forth in writing any action
proposed to be taken or omitted by the Transfer Agent with
respect to its duties or obligations under this Agreement and the
date on and/or after which such action shall be taken. The
Transfer Agent shall not be liable for any action taken or
omitted in accordance with a proposal included in any such
application on or after the date specified therein unless, prior
to taking or omitting any such action, the Transfer Agent has
received written instructions in response to such application
specifying the action to be taken or omitted. The Transfer Agent
may consult counsel of the Fund, or upon notice to the Fund, its
own counsel, at the expense of the Fund and shall be fully
protected with respect to anything done or omitted by it in good
faith in accordance with the advice or opinion of counsel to the
Fund or its own counsel.
10. The Transfer Agent may issue new Share certificates in
place of certificates represented to have been lost, stolen or
destroyed upon receiving written instructions from the
shareholder accompanied by proof of an indemnity or surety bond
issued by a recognized insurance institution specified by the
Fund or the Transfer Agent.
If the Transfer Agent receives written notification from the
shareholder or broker dealer that the certificate issued was
never received, and such notification is made within thirty (30)
days of the date of issuance, the Transfer Agent may reissue the
certificate without requiring a surety bond. The Transfer Agent
may also reissue certificates which are represented as lost,
stolen or destroyed without requiring a surety bond provided that
the notification is in writing and accompanied by an
indemnification signed on behalf of a member firm of the New York
Stock Exchange and signed by an officer of said firm with the
signature guaranteed. Notwithstanding the foregoing, the Transfer
Agent will reissue a certificate upon written authorization from
an Officer of the Fund.
11. In case of any requests or demands for the inspection
of the shareholder records of the Fund, the Transfer Agent will
endeavor to notify the Fund promptly and to secure instructions
from an Officer as to such inspection. The Transfer Agent
reserves the right, however, to exhibit the shareholder records
to any person whenever it receives an opinion from its counsel
that there is a reasonable likelihood that the Transfer Agent
will be held liable for the failure to exhibit the shareholder
records to such person; provided, however, that in connection
with any such disclosure the Transfer Agent shall promptly notify
the Fund that such disclosure has been made or is to be made.
12. At the request of an Officer of the Fund, the Transfer
Agent will address and mail such appropriate notices to
shareholders as the Fund may direct.
13. Notwithstanding any of the foregoing provisions of this
Agreement, the Transfer Agent shall be under no duty or
obligation to inquire into, and shall not be liable for:
(a) The legality of the issue or sale of any Shares,
the sufficiency of the amount to be received therefor, or
the authority of the Approved Institution or of the Fund, as
the case may be, to request such sale or issuance;
(b) The legality of a transfer of Shares, or of a
redemption of any Shares, the propriety of the amount to be
paid therefor, or the authority of the Approved Institution
or of the Fund, as the case may be, to request such transfer
or redemption;
(c) The legality of the declaration of any dividend by
the Fund, or the legality of the issue of any Shares in
payment of any stock dividend; or
(d) The legality of any recapitalization or
readjustment of Shares.
14. The Transfer Agent shall have no duties or
responsibilities whatsoever except such duties and
responsibilities as are specifically set forth in this Agreement,
and no covenant or obligation shall be implied in this Agreement
against the Transfer Agent.
15. Purchase and Prices of Services:
(a) The Fund will compensate the Transfer Agent for,
and Transfer Agent will provide, beginning on the execution
date of this Agreement and continuing until the termination
of this Agreement as provided hereinafter, the services set
forth in Schedule I.
(b) The current unit prices for the services are set
forth in the Schedule II (the "Schedule II Fees"). Effective
as of January 1, 1997, once in each calendar year, the
Transfer Agent may elect to raise the Schedule II Fees upon
ninety (90) days prior notice to the Fund, all subject to
the mutual agreement of the parties hereto. Notwithstanding
the annual right to raise the Schedule II Fees, the Transfer
Agent may increase prices due to changes in legal or
regulatory requirements subject to the approval of the Fund,
which approval shall not be unreasonably withheld.
16. Billing and Payment:
(a) The Transfer Agent shall bill the Fund monthly in
arrears for accounts maintained and Out-of-Pocket Expenses.
The Transfer Agent may from time to time request that the
Fund advance estimated expenditures of an unusual nature
subject to reconciliation of actual expenses as soon as
practicable thereafter.
(b) The Fund shall pay the Transfer Agent in
immediately available funds at UMB Bank, n.a. in Kansas
City, Missouri within thirty (30) days of the date of the
bill. Any amounts due under this Agreement which are not
paid within said thirty (30) day period shall bear interest
at the rate of one and one-half percent (l 1/2%) per month
from such date until paid in full.
ARTICLE IX
TERMINATION
Either of the parties hereto may terminate this Agreement by
giving to the other party a notice in writing specifying the date
of such termination, which shall be not less than sixty (60) days
after the date of receipt of such notice. In the event such
notice is given by the Fund, it shall be accompanied by a copy of
a resolution of the Board of Directors of the Fund, certified by
the Secretary or any Assistant Secretary, electing to terminate
this Agreement and designating the successor transfer agent or
transfer agents. In the event such notice is given by the
Transfer Agent, the Fund shall on or before the termination date,
deliver to the Transfer Agent a copy of a resolution of its Board
of Directors, certified by the Secretary or any Assistant
Secretary, designating a successor transfer agent or transfer
agents. In the absence of such designation by the Fund, the Fund
shall upon the date specified in the notice of termination of
this Agreement and delivery of the records maintained hereunder,
be deemed to be its own transfer agent and the Transfer Agent
shall thereby be relieved of all duties and responsibilities
pursuant to this Agreement.
In the event this Agreement is terminated as provided
herein, the Transfer Agent, upon the written request of the Fund,
shall deliver the records of the Fund on electromagnetic media to
the Fund or its successor transfer agent. The Fund shall be
responsible to the Transfer Agent for the reasonable costs and
expenses associated with the preparation and delivery of such
media.
ARTICLE X
MISCELLANEOUS
1 The Fund agrees that prior to effecting any change in
the Prospectus which would increase or alter the duties and
obligations of the Transfer Agent hereunder, it shall advise the
Transfer Agent of such proposed change at least thirty (30) days
prior to the intended date of the same, and shall proceed with
such change only if it shall have received the written consent of
the Transfer Agent thereto, which shall not be unreasonably
withheld.
2. Any notice or other instrument in writing, authorized
or required by this Agreement to be given to the Fund shall be
sufficiently given if addressed to the Fund and mailed or
delivered to it at:
BMA Tower
700 Karnes Blvd.
Kansas City, MO 64108
or at such other place as the Fund may from time to time
designate in writing.
3. Any notice or other instrument in writing, authorized
or required by this Agreement to be given to the Transfer Agent
shall be sufficiently given if addressed to the Transfer Agent
and mailed or delivered to:
BMA Tower
700 Karnes Blvd.
Kansas City, MO 64108
or at such other place as the Transfer Agent may from time to
time designate in writing.
4. This Agreement may not be amended or modified in any
manner except by a written agreement executed by both parties
with the formality of this Agreement.
5. This Agreement shall extend to and shall be binding
upon the parties hereto, and their respective successors and
assigns.
6. This Agreement shall be governed by and construed in
accordance with the laws of the State of Missouri.
7. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original,
but such counterparts shall, together, constitute only one
instrument.
8. The provisions of this Agreement are intended to
benefit only the Transfer Agent and the Fund, and no rights shall
be granted to any other person by virtue of this Agreement.
9. (a) The Transfer Agent shall endeavor to assist in
resolving shareholder inquiries and errors relating to the
period during which prior transfer agents acted as such for
the Fund. Any such inquiries or errors which cannot be
expediently resolved by the Transfer Agent will be referred
to the Fund.
(b) The Transfer Agent shall only be responsible for
the safekeeping and maintenance of transfer agency records,
cancelled Share certificates and correspondence of the Fund
created or produced prior to the time of conversion which
are under its control and acknowledged in a writing to the
Fund to be in its possession. Any expenses or liabilities
incurred by the Transfer Agent as a result of shareholder
inquiries, regulatory compliance or audits related to such
records and not caused as a result of Transfer Agent's bad
faith, willful misfeasance or gross negligence shall be the
responsibility of the Fund as provided in Article VIII
herein.
[The remainder of this page intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective corporate officer,
thereunto duly authorized and their respective corporate seals to
be hereunto affixed, as of the day and year first above written.
SCOUT TAX-FREE MONEY MARKET FUND, INC.
By /s/Larry D. Armel
Name: Larry D. Armel
Title: President
[SEAL]
JONES & BABSON, INC.
Name: Martin A. Cramer
Title: Secretary
[SEAL]
TA Agmt/J&B- Scout Tax-Free Money Market Fund, Inc.
EX99.23h5
TRANSFER AGENCY AGREEMENT
This Agreement made as of the 1st day of January, 1996
between Scout Balanced Fund, Inc., a Maryland corporation (the
"Fund"), and Jones & Babson, Inc., a Missouri corporation (the
"Transfer Agent").
WITNESSETH
That in consideration of the mutual promises hereinafter set
forth, the parties hereto covenant and agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and
phrases shall have the following meanings:
1. "Approved Institution" shall mean an entity so named in
a Certificate, as hereinafter defined. From time to time, the
Fund may amend a previously delivered Certificate by delivering
to the Transfer Agent a Certificate naming an additional entity
or deleting any entity named in a previously delivered
Certificate.
2. The "Board of Directors" shall mean the Board of
Directors of the Fund.
3. "Certificate" shall mean any notice, instruction or
other instrument in writing, authorized or required by this
Agreement to be given to the Transfer Agent by the Fund which is
signed by any Officer, as hereinafter defined, and actually
received by the Transfer Agent.
4. "Custodian" shall mean the financial institution
appointed as custodian under the terms and conditions of the
Custody Agreement between the financial institution and the Fund,
or its successor(s).
5. "Fund Business Day" shall be determined as set out in
the Fund's prospectuses as shall be effective from time to time.
6. "Officer" shall be deemed to be the Fund's President,
any Vice President, Secretary, Treasurer, Controller, any
Assistant Controller, any Assistant Treasurer and any Assistant
Secretary, and any other person duly authorized by the Board of
Directors of the Fund to execute any Certificate, instruction,
notice or other instrument on behalf of the Fund, and any person
reasonably believed by the Transfer Agent to be such a person.
7. "Out-of-Pocket Expenses" means amounts reasonably
necessary and actually incurred by Transfer Agent in the
provision of Transfer Agent services or pursuant to this
Agreement for the following purposes: postage (and first class
mail insurance in connection with mailing Share certificates),
envelopes, check forms, continuous forms, forms for reports and
statements, stationery and other similar items, telephone and
telegraph charges incurred in answering inquiries from dealers or
shareholders, microfilm used to record transactions in
shareholder accounts and computer tapes used for permanent
storage of records and cost of insertion of materials in mailing
envelopes by outside firms. Any charges associated with special
or exception processing shall also be considered Out-of-Pocket
Expenses.
8. "Prospectus" shall mean the most recent Fund prospectus
actually received by the Transfer Agent from the Fund with
respect to which the Fund has indicated a registration statement
under the Securities Act of 1933, as amended, has
become effective, including the Statement of Additional
Information, incorporated by reference therein.
9. "Shares" shall mean all or any part of each class or
series of the shares of beneficial interest of the Fund or
portfolio listed in the Certificate as to which the Transfer
Agent acts as transfer agent hereunder, as may be amended from
time to time, which are authorized and/or issued by the Fund.
ARTICLE II
APPOINTMENT OF TRANSFER AGENT
1. Effective as of the date of this Agreement, the Fund
hereby constitutes and appoints the Transfer Agent as transfer
agent of all the Shares of the Fund and as dividend disbursing
agent during the period of this Agreement.
2. The Transfer Agent hereby accepts appointment as
transfer agent and dividend disbursing agent and agrees to
perform duties thereof as hereinafter set forth.
3. In connection with such appointment, the Fund upon the
request of the Transfer Agent, shall deliver the following
documents to the Transfer Agent:
(i) A copy of the Articles of Incorporation of the
Fund and all
amendments thereto certified by the Secretary of the Fund;
(ii) A copy of the By-laws of the Fund certified by the
Secretary of the
Fund;
(iii) A copy of a resolution of the Board of
Directors of the Fund
certified by the Secretary of the Fund appointing the
Transfer Agent and
authorizing the execution of this Transfer Agency Agreement;
(iv) A Certificate signed by the Secretary of the Fund
specifying: the number of authorized Shares, the number of
such authorized Shares issued, the number of such authorized
Shares issued and currently outstanding, the names and
specimen signatures of the Officers of the Fund and the name
and address of the legal counsel for the Fund;
(v) Specimen Share certificate for each or series
class of Shares in the form approved by the Board of
Directors of the Fund (and in a format compatible with the
Transfer Agent's system), together with a Certificate signed
by the Secretary of the Fund as to such approval;
(vi) Copies of the Fund's registration statement, as
amended to date, and the most recently filed Post-Effective
Amendment thereto, filed by the Fund with the Securities and
Exchange Commission under the Securities Act of 1933, as
amended, and under the Investment Company Act of 1940, as
amended, together with any applications filed in connection
therewith; and
(vii) Opinion of counsel for the Fund with respect
to the validity of the authorized and outstanding Shares,
whether such Shares are fully paid and nonassessable and the
status of such Shares under the Securities Act of 1933, as
amended, and any other applicable federal law or regulation
(i.e., if subject to registration, that they have been
registered and that the registration statement has become
effective or, if exempt, the specific grounds therefor).
ARTICLE III
AUTHORIZATION AND ISSUANCE OF SHARES
1. If requested by the Transfer Agent, the Fund shall
deliver to the Transfer Agent the following documents on or
before the effective date of any increase or decrease in the
total number of Shares authorized to be issued:
(a) A certified copy of the amendment to the Articles
of Incorporation giving effect to such increase or decrease;
(b) In the case of an increase, an opinion of counsel
for the Fund with respect to the validity of the Shares of
the Fund and the status of such Shares under the Securities
Act of 1933, as amended, and any other applicable federal
law or regulation (i.e., if subject to registration, that
they have been registered and that the registration
statement has become effective or, if exempt, the specific
grounds therefor); and
(c) In the case of an increase, if the appointment of
the Transfer Agent was theretofore expressly limited, a
certified copy of a resolution of the Board of Directors of
the Fund increasing the authority of the Transfer Agent.
2. Prior to the issuance of any additional Shares pursuant
to stock dividends or stock splits, etc., and prior to any
reduction in the number of Shares outstanding, if requested by
the Transfer Agent, the Fund shall deliver the following
documents to the Transfer Agent:
(a) A certified copy of the resolution(s) adopted by
the Board of Directors and/or the shareholders of the Fund
authorizing such issuance of additional Shares or such
reduction, as the case may be; and
(b) An opinion of counsel for the Fund with respect
to the validity of the Shares and the status of such Shares
under the Securities Act of 1933, as amended, and any other
applicable federal law or regulation (i.e., if subject to
registration, that they have been registered and that the
registration statement has become effective, or, if exempt,
the specific grounds therefor).
ARTICLE IV
RECAPITALIZATION OR CAPITAL ADJUSTMENT
1. In the case of any negative stock split,
recapitalization or other capital adjustment requiring a change
in the form of Share certificates, the Transfer Agent will issue
Share certificates in the new form in exchange for, or upon
transfer of, outstanding Share certificates in the old form, upon
receiving:
(a) A Certificate authorizing the issuance of the
Share certificates in the new form;
(b) A certified copy of any amendment to the Articles
of Incorporation with respect to the change;
(c) Specimen Share certificates for each class of
Shares in the new form approved by the Board of Directors of
the Fund, with a Certificate signed by the Secretary of the
Fund as to such approval; and
(d) An opinion of counsel for the Fund with respect to
the validity of the Shares in the new form and the status of
such Shares under the Securities Act of 1933, as amended,
and any other applicable federal law or regulation (i.e., if
subject to registration, that the Shares have been
registered and that the registration statement has become
effective or, if exempt, the specific grounds therefor).
2. The Fund at its expense shall furnish the Transfer
Agent with a sufficient supply of blank Share certificates in the
new form and from time to time will replenish such supply upon
the request of the Transfer Agent. Such blank Share certificates
shall be compatible with the Transfer Agent's system and shall be
properly signed by facsimile or otherwise by Officers of the Fund
authorized by law or by the By-laws to sign Share certificates
and, if required, shall bear the corporate seal or facsimile
thereof. The Fund agrees to indemnify and exonerate, save and
hold the Transfer Agent harmless from and against any and all
claims or demands that may be asserted against the Transfer Agent
with respect to the genuineness of any Share certificate supplied
to the Transfer Agent pursuant to this Article.
ARTICLE V
ISSUANCE, REDEMPTION AND TRANSFER OF SHARES
1. (a) The Transfer Agent acknowledges that it has
received a copy of the Fund's Prospectus, which Prospectus
describes how sales and redemption of Shares of the Fund
shall be made, and the Transfer Agent agrees to accept
purchase orders and redemption requests with respect to
Shares on each Fund Business Day in accordance with such
Prospectus. The Fund agrees to provide the Transfer Agent
with sufficient advance notice to enable the Transfer Agent
to effect any changes in the procedures set forth in the
Prospectus regarding such purchase and redemption procedure;
provided, however, that in no event will such advance notice
be less than thirty (30) days.
(b) The Transfer Agent shall also accept with respect
to each Fund Business Day, at such times as are agreed upon
from time to time by the Transfer Agent and the Fund, a
computer tape or electronic data transmission consistent in
all respects with the Transfer Agent's record format, as
amended from time to time, which is believed by the Transfer
Agent to be furnished by or on behalf of any Approved
Institution. The Transfer Agent shall not be liable for any
losses or damages to the Fund or its shareholders in the
event that a computer tape or electronic data transmission
from an Approved Institution is unable to be processed for
any reason beyond the control of the Transfer Agent, or if
any of the information on such tape or transmission is found
to be incorrect.
2. On each Fund Business Day, the Transfer Agent shall, as
of the time at which the Fund computes the net asset value of the
Fund, issue to and redeem from the accounts specified in a
purchase order, redemption request or computer tape or electronic
data transmission, which in accordance with the Prospectus is
effective on such Fund Business Day, the appropriate number of
full and fractional Shares based on the net asset value per Share
of such Fund specified in an advice received on such Fund
Business Day from the Fund. Notwithstanding the foregoing, if a
redemption specified in a computer tape or electronic data
transmission is for a dollar value of Shares in excess of the
dollar value of uncertificated Shares in the specified account,
the Transfer Agent shall not effect such redemption in whole or
in part and shall within twenty-four (24) hours orally advise the
Approved Institution which supplied such tape of the discrepancy.
3. In connection with a reinvestment of a dividend or
distribution of Shares of the Fund, the Transfer Agent shall as
of each Fund Business Day, as specified in a Certificate or
resolution described in paragraph 1 of succeeding Article VI,
issue Shares of the Fund based on the net asset value per Share
of such Fund specified in an advice received from the Fund on
such Fund Business Day.
4. On each Fund Business Day, the Transfer Agent shall
supply the Fund with a statement specifying with respect to the
immediately preceding Fund Business Day: the total number of
Shares of the Fund (including fractional Shares) issued and
outstanding at the opening of business on such day; the total
number of Shares of the Fund sold on such day, pursuant to the
preceding paragraph 2 of this Article; the total number of Shares
of the Fund redeemed from shareholders by the Transfer Agent on
such day; the total number of Shares of the Fund, if any, sold on
such day pursuant to the preceding paragraph 3 of this Article,
and the total number of Shares of the Fund issued and
outstanding.
5. In connection with each purchase and each redemption of
Shares, the Transfer Agent shall send such statements as are
prescribed by the Federal Securities laws applicable to transfer
agents or as described in the Prospectus. If the Prospectus
indicates that certificates for Shares are available and if
specifically requested in writing by any shareholder, or if
otherwise required hereunder, the Transfer Agent will countersign
(if necessary), issue and mail to such shareholder at the address
set forth in the records of the Transfer Agent a Share
certificate for any full Share requested.
6. As of each Fund Business Day, the Transfer Agent shall
furnish the Fund with an advice setting forth the number and
dollar amount of Shares to be redeemed on such Fund Business Day
in accordance with paragraph 2 of this Article.
7. Upon receipt of a proper redemption request and moneys
paid to it by the Custodian in connection with a redemption of
Shares, the Transfer Agent shall cancel the redeemed Shares and
after making appropriate deduction for any withholding of taxes
required of it by applicable law: (a) in the case of a redemption
of Shares pursuant to a redemption described in the preceding
paragraph l(a) of this Article, make payment in accordance with
the Fund's redemption and payment procedures described in the
Prospectus; and (b) in the case of a redemption of Shares
pursuant to a computer tape or electronic data transmission
described in the preceding paragraph l(b) of this Article, make
payment by directing a federal funds wire order to the account
previously designated by the Approved Institution specified in
said computer tape or electronic data transmission.
8. The Transfer Agent shall not be required to issue any
Shares after it has received from an Officer of the Fund or from
an appropriate federal or state authority written notification
that the sale of Shares has been suspended or discontinued, and
the Transfer Agent shall be entitled to rely upon such written
notification.
9. Upon the issuance of any Shares in accordance with this
Agreement, the Transfer Agent shall not be responsible for the
payment of any original issue or other taxes required to be paid
by the Fund in connection with such issuance of any Shares.
10. The Transfer Agent shall accept a computer tape or
electronic data transmission consistent with the Transfer Agent's
record format, as amended from time to time, which is reasonably
believed by the Transfer Agent to be furnished by or on behalf of
any Approved Institution and is represented to be instructions
with respect to the transfer of Shares from one account of such
Approved Institution to another such account, and shall effect
the transfers specified in said computer tape or electronic data
transmission. The Transfer Agent shall not be liable for any
losses to the Fund or its shareholders in the event that a
computer tape or electronic data transmission from an Approved
Institution is unable to be processed for any reason beyond the
control of the Transfer Agent, or if any of the information on
such tape or transmission is found to be incorrect.
11. (a) Except as otherwise provided in subparagraph (b)
of this paragraph and in paragraph 13 of this Article,
Shares will be transferred or redeemed upon presentation to
the Transfer Agent of Share certificates or instructions
properly endorsed for transfer or redemption, accompanied by
such documents as the Transfer Agent deems necessary to
evidence the authority of the person making such transfer or
redemption, and bearing satisfactory evidence of the payment
of stock transfer taxes. In the case of small estates where
no administration is contemplated, the Transfer Agent may,
when furnished with an appropriate surety bond, and without
further approval of the Fund, transfer or redeem Shares
registered in the name of a decedent where the current
market value of the Shares being transferred does not exceed
such amount as may from time to time be prescribed by
various states. The Transfer Agent reserves the right to
refuse to transfer or redeem Shares until it is satisfied
that the endorsement on the stock certificate or
instructions is valid and genuine, and for that purpose it
will require, unless otherwise instructed by an authorized
Officer of the Fund, a guarantee of signature by an
"Eligible Guarantor Institution" as that term is defined by
SEC Rule 17Ad-15. The Transfer Agent also reserves the right
to refuse to transfer or redeem Shares until it is satisfied
that the requested transfer or redemption is legally
authorized, and it shall incur no liability for the refusal,
in good faith, to make transfers or redemptions which the
Transfer Agent, in its judgment, deems improper or
unauthorized, or until it is satisfied that there is no
basis to any claims adverse to such transfer or redemption.
The Transfer Agent may, in effecting transfers and
redemptions of Shares, rely upon those provisions of the
Uniform Act for the Simplification of Fiduciary Security
Transfers or the Uniform Commercial Code, as the same may be
amended from time to time, applicable to the transfer of
securities, and the Fund shall indemnify the Transfer Agent
for any act done or omitted by it in good faith in reliance
upon such laws. In no event will the Fund indemnify the
Transfer Agent for any act done by it as a result of willful
misfeasance, bad faith, gross negligence or reckless
disregard of its duties. The Transfer Agent shall be
entitled to accept, and shall be fully protected by the Fund
in accepting, any request from any entity to carry out any
transaction in Shares received by the Transfer Agent through
any of the various programs offered through the National
Securities Clearing Corporation ("NSCC") (including, but not
limited to, Networking and FundServ). Any such entity shall
constitute an Approved Institution as defined herein.
(b) Notwithstanding the foregoing or any other
provision contained in this Agreement to the contrary, the
Transfer Agent shall be fully protected by the Fund in not
requiring any instruments, documents, assurances,
endorsements or guarantees, including, without limitation,
any signature guarantees, in connection with a redemption or
transfer of Shares whenever the Transfer Agent reasonably
believes that requiring the same would be inconsistent with
the transfer and redemption procedures as described in the
Prospectus.
12. Notwithstanding any provision contained in this
Agreement to the contrary, the Transfer Agent shall not be
required or expected to require, as a condition to any transfer
of any Shares pursuant to paragraph 11 of this Article or any
redemption of any Shares pursuant to a computer tape or
electronic data transmission described in this Agreement, any
documents, including, without limitation, any documents of the
kind described in subparagraph (a) of paragraph 11 of this
Article, to evidence the authority of the person requesting the
transfer or redemption and/or the payment of any stock transfer
taxes, and shall be fully protected in acting in accordance with
the applicable provisions of this Article.
13. (a) As used in this Agreement, the terms "computer
tape or electronic data transmission" and "computer tape
believed by the Transfer Agent to be furnished by an
Approved Institution", shall include any tapes generated by
the Transfer Agent to reflect information believed by the
Transfer Agent to have been input by an Approved
Institution, via a remote terminal or other similar link,
into a data processing, storage or collection system, or
similar system (the "System"), located on the Transfer
Agent's premises. For purposes of paragraph 1 of this
Article, such a computer tape or electronic data
transmission shall be deemed to have been furnished at such
times as are agreed upon from time to time by the Transfer
Agent and Fund only if the information reflected thereon was
input to the System at such times as are agreed upon from
time to time by the Transfer Agent and the Fund.
(b) Nothing contained in this Agreement shall
constitute any agreement or representation by the Transfer
Agent to permit, or to agree to permit, any Approved
Institution to input information into a System.
(c) The Transfer Agent reserves the right to approve,
in advance, any Approved Institution; such approval not to
be unreasonably withheld. The Transfer Agent also reserves
the right to terminate any and all automated data
communications, at its discretion, upon a reasonable attempt
to notify the Fund when in the opinion of the Transfer Agent
continuation of such communications would jeopardize the
accuracy and/or integrity of the Fund's records on the
System.
ARTICLE VI
DIVIDENDS AND DISTRIBUTIONS
1. The Fund shall furnish to the Transfer Agent a copy of
a resolution of its Board of Directors, certified by the
Secretary or any Assistant Secretary, either: (i) setting
forth the date of the declaration of a dividend or distribution,
the date of accrual or payment, as the case may be, thereof, the
record date as of which shareholders entitled to payment, or
accrual, as the case may be, shall be determined, the amount per
Share of such dividend or distribution, the payment date on which
all previously accrued and unpaid dividends are to be paid and
the total amount, if any, payable to the Transfer Agent on such
payment date; or (ii) authorizing the declaration of dividends
and distributions on a daily or other periodic basis and
authorizing the Transfer Agent to rely on a Certificate setting
forth the information described in subsection (i) of this
paragraph.
2. Upon the mail date specified in such Certificate or
resolution, as the case may be, the Fund shall, in the case of a
cash dividend or distribution, cause the Custodian to deposit in
an account in the name of the Transfer Agent on behalf of the
Fund an amount of cash, if any, sufficient for the Transfer Agent
to make the payment, as of the mail date, specified in such
Certificate or resolution, as the case may be, to the
shareholders who were of record on the record date. The Transfer
Agent will, upon receipt of any such cash, make payment of such
cash dividends or distributions to the shareholders of record as
of the record date by: (i) mailing a check, payable to the
registered shareholder, to the address of record or dividend
mailing address; or (ii) wiring such amounts to the accounts
previously designated by an Approved Institution, as the case may
be. The Transfer Agent shall not be liable for any improper
payments made in good faith and without negligence, in accordance
with a Certificate or resolution described in the preceding
paragraph. If the Transfer Agent shall not receive from the
Custodian sufficient cash to make payments of any cash dividend
or distribution to all shareholders of the Fund as of the record
date, the Transfer Agent shall, upon notifying the Fund, withhold
payment to all shareholders of record as of the record date until
sufficient cash is provided to the Transfer Agent.
3. It is understood that the Transfer Agent shall in no
way be responsible for the determination of the rate or form of
dividends or capital gain distributions due to the shareholders.
It is expressly agreed and understood that the Transfer Agent is
not liable for any loss as a result of processing a distribution
based on information provided in the Certificate that is
incorrect. The Fund agrees to pay the Transfer Agent for any and
all costs, both direct and Out-of-Pocket Expenses, incurred in
such corrective work as necessary to remedy such error.
4. It is understood that the Transfer Agent shall file
such appropriate information returns concerning the payment of
dividend and capital gain distributions with the proper federal,
state and local authorities as are required by law to be filed by
the Fund, but shall in no way be responsible for the collection
or withholding of taxes due on such dividends or distributions
due to shareholders, except and only to the extent required by
applicable law. Anything in this Agreement to the contrary
notwithstanding, the Fund shall be solely responsible for the
accurate, complete and timely filing with the proper federal,
state and local authorities of all tax information with respect
to any Fund account maintained under Matrix Level 3 through any
of the various programs offered through the NSCC (including, but
not limited to, Networking and FundServ).
ARTICLE VII
CONCERNING THE FUND
1. The Fund represents to the Transfer Agent that:
(a) It is a corporation duly organized and existing
under the laws of the State of Maryland.
(b) It is empowered under applicable laws and by its
Articles of Incorporation and By-laws to enter into and
perform this Agreement.
(c) All requisite corporate proceedings have been
taken to authorize it to enter into and perform this
Agreement.
(d) It is an investment company registered under the
Investment Company Act of 1940, as amended.
(e) A registration statement under the Securities Act
of 1933, as amended, with respect to the Shares is
effective. The Fund shall notify the Transfer Agent if such
registration statement or any state securities registrations
have been terminated or a stop order has been entered with
respect to the Shares.
2. Each copy of the Articles of Incorporation of the Fund
and copies of all amendments thereto shall be certified by the
Secretary of State (or other appropriate official) of the state
of organization, and if such Articles of Incorporation and/or
amendments are required by law also to be filed with a county or
other officer or official body, a certificate of such filing
shall be filed with a certified copy submitted to the Transfer
Agent. Each copy of the By-laws and copies of all amendments
thereto, and copies of resolutions of the Board of Directors of
the Fund shall be certified by the Secretary of the Fund under
seal.
3. The Fund shall promptly deliver to the Transfer Agent
written notice of any change in the Officers authorized to sign
Share certificates, notifications or requests, together with a
specimen signature of each new Officer. In the event any Officer
who shall have signed manually or whose facsimile signature shall
have been affixed to blank Share certificates shall die, resign
or be removed prior to issuance of such Share certificates, the
Transfer Agent may issue such Share certificates of the Fund
notwithstanding such death, resignation or removal, and the Fund
shall promptly deliver to the Transfer Agent such approval,
adoption or ratification as may be required by law.
4. It shall be the sole responsibility of the Fund to
deliver to the Transfer Agent the Fund's currently effective
Prospectus and, for purposes of this Agreement, the Transfer
Agent shall not be deemed to have notice of any information
contained in such Prospectus until a reasonable time after it is
actually received by the Transfer Agent.
ARTICLE VIII
CONCERNING THE TRANSFER AGENT
1. The Transfer Agent represents and warrants to the Fund
that:
(a) It is a corporation duly organized and existing
under the laws of the State of Missouri.
(b) It is empowered under applicable law and by its
Articles of Incorporation and By-laws to enter into and
perform this Agreement.
(c) All requisite corporate proceedings have been
taken to authorize it to enter into and perform this
Agreement.
(d) It is duly registered as a transfer agent under
Section 17A of the Securities Exchange Act of 1934, as
amended.
2. The Transfer Agent shall not be liable and shall be
indemnified in acting upon any computer tape or electronic data
transmission, writing or document reasonably believed by it to be
genuine and to have been signed or made by an Officer of the Fund
or person designated by the Fund and shall not be held to have
any notice of any change of authority of any person until receipt
of written notice thereof from the Fund or such person. It shall
also be protected in processing Share certificates which bear the
proper countersignature of the Transfer Agent and which it
reasonably believes to bear the proper manual or facsimile
signature of the Officers of the Fund.
3. The Transfer Agent upon notice to the Fund may
establish such additional procedures, rules and regulations
governing the transfer or registration of Share certificates as
it may deem advisable and consistent with such rules and
regulations generally adopted by mutual fund transfer agents.
4. The Transfer Agent shall keep such records as it may
deem advisable and is agreeable to the Fund, but not
inconsistent with the rules and regulations of appropriate
government authorities, in particular Rules 31a-2 and 31a-3 under
the Investment Company Act of 1940, as amended. The Transfer
Agent acknowledges that such records are the property of the
Fund. The Transfer Agent may deliver to the Fund from time to
time at its discretion, for safekeeping or disposition by the
Fund in accordance with law, such records, papers, documents
accumulated in the execution of its duties as such Transfer
Agent, as the Transfer Agent may deem expedient, other than those
which the Transfer Agent is itself required to maintain pursuant
to applicable laws and regulations. The Fund shall assume all
responsibility for any failure thereafter to produce any record,
paper, cancelled Share certificate or other document so returned,
if and when required. Such records maintained by the Transfer
Agent pursuant to this paragraph 4, which have not been
previously delivered to the Fund pursuant to the foregoing
provisions of this paragraph 4, shall be considered to be the
property of the Fund, shall be made available upon request for
inspection by the Officers, employees and auditors of the Fund,
and records shall be delivered to the Fund upon request and in
any event upon the date of termination of this Agreement, as
specified in Article IX of this Agreement, in the form and manner
kept by the Transfer Agent on such date of termination or such
earlier date as may be requested by the Fund.
5. The Transfer Agent shall not be liable for any loss or
damage, including counsel fees, resulting from its actions or
omissions to act or otherwise, except for any loss or damage
arising out of its bad faith, willful misfeasance, gross
negligence or reckless disregard of its duties under this
Agreement.
6. (a) The Fund shall indemnify and exonerate, save and
hold harmless the Transfer Agent from and against any and
all claims (whether with or without basis in fact or law),
demands, expenses (including reasonable attorneys' fees) and
liabilities of any and every nature which the Transfer Agent
may sustain or incur or which may be asserted against the
Transfer Agent by any person by reason of or as a result of
any action taken or omitted to be taken by any prior
transfer agent of the Fund or as a result of any action
taken or omitted to be taken by the Transfer Agent in good
faith and without gross negligence or willful misfeasance or
in reliance upon: (i) any provision of this Agreement;
(ii) the Prospectus; (iii) any instruction or order
including, without limitation, any computer tape or
electronic data transmission reasonably believed by the
Transfer Agent to have been received from an Approved
Institution; (iv) any instrument, order or Share certificate
reasonably believed by it to be genuine and to be signed,
countersigned or executed by any duly authorized Officer of
the Fund; (v) any Certificate or other instructions of an
Officer; (vi) any opinion of legal counsel for the Fund or
the Transfer Agent; or (vii) any request by any entity to
carry out any transaction in Shares received by the Transfer
Agent through any of the various programs offered through
the NSCC (including, but not limited to, Networking and
FundServ). The Fund shall indemnify and exonerate, save and
hold the Transfer Agent harmless from and against any and
all claims (whether with or without basis in fact or law),
demands, expenses (including reasonable attorneys' fees) and
liabilities of any and every nature which the Transfer Agent
may sustain or incur or which may be asserted against the
Transfer Agent by any person by reason of or as a result of
any action taken or omitted to be taken by the Transfer
Agent in good faith in connection with its appointment or in
reliance upon any law, act, regulation or any interpretation
of the same even though such law, act or regulation may
thereafter have been altered, changed, amended or repealed.
(b) The Transfer Agent shall not settle any claim,
demand, expense or liability to which it may seek indemnity
pursuant to paragraph 6(a) above (each, an "Indemnifiable
Claim") without the express written consent of an Officer of
the Fund. The Transfer Agent shall notify the Fund within
fifteen (15) days of receipt of notification of an
Indemnifiable Claim, provided that the failure by the
Transfer Agent to furnish such notification shall not impair
its right to seek indemnification from the Fund unless the
Fund is unable to adequately defend the Indemnifiable Claim
as a result of such failure, and further provided, that if
as a result of the Transfer Agent's failure to provide the
Fund with timely notice of the institution of litigation a
judgment by default is entered, prior to seeking
indemnification from the Fund the Transfer Agent, at its own
cost and expense, shall open such judgment. The Fund shall
have the right to defend any Indemnifiable Claim at its own
expense, provided that such defense shall be conducted by
counsel selected by the Fund and reasonably acceptable to
the Transfer Agent. The Transfer Agent may join in such
defense at its own expense, but to the extent that it shall
so desire the Fund shall direct such defense. The Fund shall
not settle any Indemnifiable Claim without the express
written consent
of the Transfer Agent if the Transfer Agent determines that
such settlement would have an adverse effect on the Transfer
Agent beyond the scope of this Agreement. In such event, the
Fund and the Transfer Agent shall each be responsible for
their own defense at their own cost and expense, and such
claim shall not be deemed an Indemnifiable Claim hereunder.
If the Fund shall fail or refuse to defend an Indemnifiable
Claim, the Transfer Agent may provide its own defense at the
cost and expense of the Fund. Anything in this Agreement to
the contrary notwithstanding, the Fund shall not indemnify
the Transfer Agent against any liability or expense arising
out of the Transfer Agent's willful misfeasance, bad faith,
gross negligence or reckless disregard of its duties and
obligations under this Agreement. The Transfer Agent shall
indemnify and hold the Fund harmless from and against any
and all losses, damages, costs, charges, counsel fees,
payments, expenses and liability arising out of or
attributable to any action or failure or omission to act by
the Transfer Agent as a result of the Transfer Agent's lack
of good faith, gross negligence or willful misfeasance.
7. The Transfer Agent shall not be liable to the Fund with
respect to any redemption draft on which the signature of the
drawer is forged and which the Fund's Custodian has advised the
Transfer Agent to honor the redemption (but nothing herein is
meant to impose any duties upon the Fund's Custodian); nor shall
the Transfer Agent be liable for any material alteration or
absence or forgery of any endorsement, it being understood that
the Transfer Agent's sole responsibility with respect to
inspecting redemption drafts is to use reasonable care to verify
the drawer's signature against signatures on file.
8. There shall be excluded from the consideration of
whether the Transfer Agent has breached this Agreement in any
way, any period of time, and only such period of time during
which the Transfer Agent's performance is materially affected, by
reason of circumstances beyond its control (collectively,
"Causes"), including, without limitation, mechanical breakdowns
of equipment (including any alternative power supply and
operating systems software), flood or catastrophe, acts of God,
failures of transportation, communication or power supply,
strikes, lockouts, work stoppages or other similar circumstances.
9. At any time the Transfer Agent may apply to an Officer
of the Fund for written instructions with respect to any matter
arising in connection with the Transfer Agent's duties and
obligations under this Agreement, and the Transfer Agent shall
not be liable for any action taken or permitted by it in good
faith in accordance with such written instructions. Such
application by the Transfer Agent for written instructions from
an Officer of the Fund may set forth in writing any action
proposed to be taken or omitted by the Transfer Agent with
respect to its duties or obligations under this Agreement and the
date on and/or after which such action shall be taken. The
Transfer Agent shall not be liable for any action taken or
omitted in accordance with a proposal included in any such
application on or after the date specified therein unless, prior
to taking or omitting any such action, the Transfer Agent has
received written instructions in response to such application
specifying the action to be taken or omitted. The Transfer Agent
may consult counsel of the Fund, or upon notice to the Fund, its
own counsel, at the expense of the Fund and shall be fully
protected with respect to anything done or omitted by it in good
faith in accordance with the advice or opinion of counsel to the
Fund or its own counsel.
10. The Transfer Agent may issue new Share certificates in
place of certificates represented to have been lost, stolen or
destroyed upon receiving written instructions from the
shareholder accompanied by proof of an indemnity or surety bond
issued by a recognized insurance institution specified by the
Fund or the Transfer Agent.
If the Transfer Agent receives written notification from the
shareholder or broker dealer that the certificate issued was
never received, and such notification is made within thirty (30)
days of the date of issuance, the Transfer Agent may reissue the
certificate without requiring a surety bond. The Transfer Agent
may also reissue certificates which are represented as lost,
stolen or destroyed without requiring a surety bond provided that
the notification is in writing and accompanied by an
indemnification signed on behalf of a member firm of the New York
Stock Exchange and signed by an officer of said firm with the
signature guaranteed. Notwithstanding the foregoing, the Transfer
Agent will reissue a certificate upon written authorization from
an Officer of the Fund.
11. In case of any requests or demands for the inspection
of the shareholder records of the Fund, the Transfer Agent will
endeavor to notify the Fund promptly and to secure instructions
from an Officer as to such inspection. The Transfer Agent
reserves the right, however, to exhibit the shareholder records
to any person whenever it receives an opinion from its counsel
that there is a reasonable likelihood that the Transfer Agent
will be held liable for the failure to exhibit the shareholder
records to such person; provided, however, that in connection
with any such disclosure the Transfer Agent shall promptly notify
the Fund that such disclosure has been made or is to be made.
12. At the request of an Officer of the Fund, the Transfer
Agent will address and mail such appropriate notices to
shareholders as the Fund may direct.
13. Notwithstanding any of the foregoing provisions of this
Agreement, the Transfer Agent shall be under no duty or
obligation to inquire into, and shall not be liable for:
(a) The legality of the issue or sale of any Shares,
the sufficiency of the amount to be received therefor, or
the authority of the Approved Institution or of the Fund, as
the case may be, to request such sale or issuance;
(b) The legality of a transfer of Shares, or of a
redemption of any Shares, the propriety of the amount to be
paid therefor, or the authority of the Approved Institution
or of the Fund, as the case may be, to request such transfer
or redemption;
(c) The legality of the declaration of any dividend by
the Fund, or the legality of the issue of any Shares in
payment of any stock dividend; or
(d) The legality of any recapitalization or
readjustment of Shares.
14. The Transfer Agent shall have no duties or
responsibilities whatsoever except such duties and
responsibilities as are specifically set forth in this Agreement,
and no covenant or obligation shall be implied in this Agreement
against the Transfer Agent.
15. Purchase and Prices of Services:
(a) The Fund will compensate the Transfer Agent for,
and Transfer Agent will provide, beginning on the execution
date of this Agreement and continuing until the termination
of this Agreement as provided hereinafter, the services set
forth in Schedule I.
(b) The current unit prices for the services are set
forth in the Schedule II (the "Schedule II Fees"). Effective
as of January 1, 1997, once in each calendar year, the
Transfer Agent may elect to raise the Schedule II Fees upon
ninety (90) days prior notice to the Fund, all subject to
the mutual agreement of the parties hereto. Notwithstanding
the annual right to raise the Schedule II Fees, the Transfer
Agent may increase prices due to changes in legal or
regulatory requirements subject to the approval of the Fund,
which approval shall not be unreasonably withheld.
16. Billing and Payment:
(a) The Transfer Agent shall bill the Fund monthly in
arrears for accounts maintained and Out-of-Pocket Expenses.
The Transfer Agent may from time to time request that the
Fund advance estimated expenditures of an unusual nature
subject to reconciliation of actual expenses as soon as
practicable thereafter.
(b) The Fund shall pay the Transfer Agent in
immediately available funds at UMB Bank, n.a. in Kansas
City, Missouri within thirty (30) days of the date of the
bill. Any amounts due under this Agreement which are not
paid within said thirty (30) day period shall bear interest
at the rate of one and one-half percent (l 1/2%) per month
from such date until paid in full.
ARTICLE IX
TERMINATION
Either of the parties hereto may terminate this Agreement by
giving to the other party a notice in writing specifying the date
of such termination, which shall be not less than sixty (60) days
after the date of receipt of such notice. In the event such
notice is given by the Fund, it shall be accompanied by a copy of
a resolution of the Board of Directors of the Fund, certified by
the Secretary or any Assistant Secretary, electing to terminate
this Agreement and designating the successor transfer agent or
transfer agents. In the event such notice is given by the
Transfer Agent, the Fund shall on or before the termination date,
deliver to the Transfer Agent a copy of a resolution of its Board
of Directors, certified by the Secretary or any Assistant
Secretary, designating a successor transfer agent or transfer
agents. In the absence of such designation by the Fund, the Fund
shall upon the date specified in the notice of termination of
this Agreement and delivery of the records maintained hereunder,
be deemed to be its own transfer agent and the Transfer Agent
shall thereby be relieved of all duties and responsibilities
pursuant to this Agreement.
In the event this Agreement is terminated as provided
herein, the Transfer Agent, upon the written request of the Fund,
shall deliver the records of the Fund on electromagnetic media to
the Fund or its successor transfer agent. The Fund shall be
responsible to the Transfer Agent for the reasonable costs and
expenses associated with the preparation and delivery of such
media.
ARTICLE X
MISCELLANEOUS
1 The Fund agrees that prior to effecting any change in
the Prospectus which would increase or alter the duties and
obligations of the Transfer Agent hereunder, it shall advise the
Transfer Agent of such proposed change at least thirty (30) days
prior to the intended date of the same, and shall proceed with
such change only if it shall have received the written consent of
the Transfer Agent thereto, which shall not be unreasonably
withheld.
2. Any notice or other instrument in writing, authorized
or required by this Agreement to be given to the Fund shall be
sufficiently given if addressed to the Fund and mailed or
delivered to it at:
BMA Tower
700 Karnes Blvd.
Kansas City, MO 64108
or at such other place as the Fund may from time to time
designate in writing.
3. Any notice or other instrument in writing, authorized
or required by this Agreement to be given to the Transfer Agent
shall be sufficiently given if addressed to the Transfer Agent
and mailed or delivered to:
BMA Tower
700 Karnes Blvd.
Kansas City, MO 64108
or at such other place as the Transfer Agent may from time to
time designate in writing.
4. This Agreement may not be amended or modified in any
manner except by a written agreement executed by both parties
with the formality of this Agreement.
5. This Agreement shall extend to and shall be binding
upon the parties hereto, and their respective successors and
assigns.
6. This Agreement shall be governed by and construed in
accordance with the laws of the State of Missouri.
7. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original,
but such counterparts shall, together, constitute only one
instrument.
8. The provisions of this Agreement are intended to
benefit only the Transfer Agent and the Fund, and no rights shall
be granted to any other person by virtue of this Agreement.
9. (a) The Transfer Agent shall endeavor to assist in
resolving shareholder inquiries and errors relating to the
period during which prior transfer agents acted as such for
the Fund. Any such inquiries or errors which cannot be
expediently resolved by the Transfer Agent will be referred
to the Fund.
(b) The Transfer Agent shall only be responsible for
the safekeeping and maintenance of transfer agency records,
cancelled Share certificates and correspondence of the Fund
created or produced prior to the time of conversion which
are under its control and acknowledged in a writing to the
Fund to be in its possession. Any expenses or liabilities
incurred by the Transfer Agent as a result of shareholder
inquiries, regulatory compliance or audits related to such
records and not caused as a result of Transfer Agent's bad
faith, willful misfeasance or gross negligence shall be the
responsibility of the Fund as provided in Article VIII
herein.
[The remainder of this page intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective corporate officer,
thereunto duly authorized and their respective corporate seals to
be hereunto affixed, as of the day and year first above written.
SCOUT BALANCED FUND, INC.
By /s/Larry D. Armel
Name: Larry D. Armel
Title: President
[SEAL]
JONES & BABSON, INC.
Name: Martin A. Cramer
Title: Secretary
[SEAL]
TA Agmt/J&B- Scout Balanced Fund, Inc.
EX99.23h6
TRANSFER AGENCY AGREEMENT
This Agreement made as of the 1st day of January, 1996
between Scout Regional Fund, Inc., a Maryland corporation (the
"Fund"), and Jones & Babson, Inc., a Missouri corporation (the
"Transfer Agent").
WITNESSETH
That in consideration of the mutual promises hereinafter set
forth, the parties hereto covenant and agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and
phrases shall have the following meanings:
1. "Approved Institution" shall mean an entity so named in
a Certificate, as hereinafter defined. From time to time, the
Fund may amend a previously delivered Certificate by delivering
to the Transfer Agent a Certificate naming an additional entity
or deleting any entity named in a previously delivered
Certificate.
2. The "Board of Directors" shall mean the Board of
Directors of the Fund.
3. "Certificate" shall mean any notice, instruction or
other instrument in writing, authorized or required by this
Agreement to be given to the Transfer Agent by the Fund which is
signed by any Officer, as hereinafter defined, and actually
received by the Transfer Agent.
4. "Custodian" shall mean the financial institution
appointed as custodian under the terms and conditions of the
Custody Agreement between the financial institution and the Fund,
or its successor(s).
5. "Fund Business Day" shall be determined as set out in
the Fund's prospectuses as shall be effective from time to time.
6. "Officer" shall be deemed to be the Fund's President,
any Vice President, Secretary, Treasurer, Controller, any
Assistant Controller, any Assistant Treasurer and any Assistant
Secretary, and any other person duly authorized by the Board of
Directors of the Fund to execute any Certificate, instruction,
notice or other instrument on behalf of the Fund, and any person
reasonably believed by the Transfer Agent to be such a person.
7. "Out-of-Pocket Expenses" means amounts reasonably
necessary and actually incurred by Transfer Agent in the
provision of Transfer Agent services or pursuant to this
Agreement for the following purposes: postage (and first class
mail insurance in connection with mailing Share certificates),
envelopes, check forms, continuous forms, forms for reports and
statements, stationery and other similar items, telephone and
telegraph charges incurred in answering inquiries from dealers or
shareholders, microfilm used to record transactions in
shareholder accounts and computer tapes used for permanent
storage of records and cost of insertion of materials in mailing
envelopes by outside firms. Any charges associated with special
or exception processing shall also be considered Out-of-Pocket
Expenses.
8. "Prospectus" shall mean the most recent Fund prospectus
actually received by the Transfer Agent from the Fund with
respect to which the Fund has indicated a registration statement
under the Securities Act of 1933, as amended, has
become effective, including the Statement of Additional
Information, incorporated by reference therein.
9. "Shares" shall mean all or any part of each class or
series of the shares of beneficial interest of the Fund or
portfolio listed in the Certificate as to which the Transfer
Agent acts as transfer agent hereunder, as may be amended from
time to time, which are authorized and/or issued by the Fund.
ARTICLE II
APPOINTMENT OF TRANSFER AGENT
1. Effective as of the date of this Agreement, the Fund
hereby constitutes and appoints the Transfer Agent as transfer
agent of all the Shares of the Fund and as dividend disbursing
agent during the period of this Agreement.
2. The Transfer Agent hereby accepts appointment as
transfer agent and dividend disbursing agent and agrees to
perform duties thereof as hereinafter set forth.
3. In connection with such appointment, the Fund upon the
request of the Transfer Agent, shall deliver the following
documents to the Transfer Agent:
(i) A copy of the Articles of Incorporation of the
Fund and all
amendments thereto certified by the Secretary of the Fund;
(ii) A copy of the By-laws of the Fund certified by the
Secretary of the
Fund;
(iii) A copy of a resolution of the Board of
Directors of the Fund
certified by the Secretary of the Fund appointing the
Transfer Agent and
authorizing the execution of this Transfer Agency Agreement;
(iv) A Certificate signed by the Secretary of the Fund
specifying: the number of authorized Shares, the number of
such authorized Shares issued, the number of such authorized
Shares issued and currently outstanding, the names and
specimen signatures of the Officers of the Fund and the name
and address of the legal counsel for the Fund;
(v) Specimen Share certificate for each or series
class of Shares in the form approved by the Board of
Directors of the Fund (and in a format compatible with the
Transfer Agent's system), together with a Certificate signed
by the Secretary of the Fund as to such approval;
(vi) Copies of the Fund's registration statement, as
amended to date, and the most recently filed Post-Effective
Amendment thereto, filed by the Fund with the Securities and
Exchange Commission under the Securities Act of 1933, as
amended, and under the Investment Company Act of 1940, as
amended, together with any applications filed in connection
therewith; and
(vii) Opinion of counsel for the Fund with respect
to the validity of the authorized and outstanding Shares,
whether such Shares are fully paid and nonassessable and the
status of such Shares under the Securities Act of 1933, as
amended, and any other applicable federal law or regulation
(i.e., if subject to registration, that they have been
registered and that the registration statement has become
effective or, if exempt, the specific grounds therefor).
ARTICLE III
AUTHORIZATION AND ISSUANCE OF SHARES
1. If requested by the Transfer Agent, the Fund shall
deliver to the Transfer Agent the following documents on or
before the effective date of any increase or decrease in the
total number of Shares authorized to be issued:
(a) A certified copy of the amendment to the Articles
of Incorporation giving effect to such increase or decrease;
(b) In the case of an increase, an opinion of counsel
for the Fund with respect to the validity of the Shares of
the Fund and the status of such Shares under the Securities
Act of 1933, as amended, and any other applicable federal
law or regulation (i.e., if subject to registration, that
they have been registered and that the registration
statement has become effective or, if exempt, the specific
grounds therefor); and
(c) In the case of an increase, if the appointment of
the Transfer Agent was theretofore expressly limited, a
certified copy of a resolution of the Board of Directors of
the Fund increasing the authority of the Transfer Agent.
2. Prior to the issuance of any additional Shares pursuant
to stock dividends or stock splits, etc., and prior to any
reduction in the number of Shares outstanding, if requested by
the Transfer Agent, the Fund shall deliver the following
documents to the Transfer Agent:
(a) A certified copy of the resolution(s) adopted by
the Board of Directors and/or the shareholders of the Fund
authorizing such issuance of additional Shares or such
reduction, as the case may be; and
(b) An opinion of counsel for the Fund with respect
to the validity of the Shares and the status of such Shares
under the Securities Act of 1933, as amended, and any other
applicable federal law or regulation (i.e., if subject to
registration, that they have been registered and that the
registration statement has become effective, or, if exempt,
the specific grounds therefor).
ARTICLE IV
RECAPITALIZATION OR CAPITAL ADJUSTMENT
1. In the case of any negative stock split,
recapitalization or other capital adjustment requiring a change
in the form of Share certificates, the Transfer Agent will issue
Share certificates in the new form in exchange for, or upon
transfer of, outstanding Share certificates in the old form, upon
receiving:
(a) A Certificate authorizing the issuance of the
Share certificates in the new form;
(b) A certified copy of any amendment to the Articles
of Incorporation with respect to the change;
(c) Specimen Share certificates for each class of
Shares in the new form approved by the Board of Directors of
the Fund, with a Certificate signed by the Secretary of the
Fund as to such approval; and
(d) An opinion of counsel for the Fund with respect to
the validity of the Shares in the new form and the status of
such Shares under the Securities Act of 1933, as amended,
and any other applicable federal law or regulation (i.e., if
subject to registration, that the Shares have been
registered and that the registration statement has become
effective or, if exempt, the specific grounds therefor).
2. The Fund at its expense shall furnish the Transfer
Agent with a sufficient supply of blank Share certificates in the
new form and from time to time will replenish such supply upon
the request of the Transfer Agent. Such blank Share certificates
shall be compatible with the Transfer Agent's system and shall be
properly signed by facsimile or otherwise by Officers of the Fund
authorized by law or by the By-laws to sign Share certificates
and, if required, shall bear the corporate seal or facsimile
thereof. The Fund agrees to indemnify and exonerate, save and
hold the Transfer Agent harmless from and against any and all
claims or demands that may be asserted against the Transfer Agent
with respect to the genuineness of any Share certificate supplied
to the Transfer Agent pursuant to this Article.
ARTICLE V
ISSUANCE, REDEMPTION AND TRANSFER OF SHARES
1. (a) The Transfer Agent acknowledges that it has
received a copy of the Fund's Prospectus, which Prospectus
describes how sales and redemption of Shares of the Fund
shall be made, and the Transfer Agent agrees to accept
purchase orders and redemption requests with respect to
Shares on each Fund Business Day in accordance with such
Prospectus. The Fund agrees to provide the Transfer Agent
with sufficient advance notice to enable the Transfer Agent
to effect any changes in the procedures set forth in the
Prospectus regarding such purchase and redemption procedure;
provided, however, that in no event will such advance notice
be less than thirty (30) days.
(b) The Transfer Agent shall also accept with respect
to each Fund Business Day, at such times as are agreed upon
from time to time by the Transfer Agent and the Fund, a
computer tape or electronic data transmission consistent in
all respects with the Transfer Agent's record format, as
amended from time to time, which is believed by the Transfer
Agent to be furnished by or on behalf of any Approved
Institution. The Transfer Agent shall not be liable for any
losses or damages to the Fund or its shareholders in the
event that a computer tape or electronic data transmission
from an Approved Institution is unable to be processed for
any reason beyond the control of the Transfer Agent, or if
any of the information on such tape or transmission is found
to be incorrect.
2. On each Fund Business Day, the Transfer Agent shall, as
of the time at which the Fund computes the net asset value of the
Fund, issue to and redeem from the accounts specified in a
purchase order, redemption request or computer tape or electronic
data transmission, which in accordance with the Prospectus is
effective on such Fund Business Day, the appropriate number of
full and fractional Shares based on the net asset value per Share
of such Fund specified in an advice received on such Fund
Business Day from the Fund. Notwithstanding the foregoing, if a
redemption specified in a computer tape or electronic data
transmission is for a dollar value of Shares in excess of the
dollar value of uncertificated Shares in the specified account,
the Transfer Agent shall not effect such redemption in whole or
in part and shall within twenty-four (24) hours orally advise the
Approved Institution which supplied such tape of the discrepancy.
3. In connection with a reinvestment of a dividend or
distribution of Shares of the Fund, the Transfer Agent shall as
of each Fund Business Day, as specified in a Certificate or
resolution described in paragraph 1 of succeeding Article VI,
issue Shares of the Fund based on the net asset value per Share
of such Fund specified in an advice received from the Fund on
such Fund Business Day.
4. On each Fund Business Day, the Transfer Agent shall
supply the Fund with a statement specifying with respect to the
immediately preceding Fund Business Day: the total number of
Shares of the Fund (including fractional Shares) issued and
outstanding at the opening of business on such day; the total
number of Shares of the Fund sold on such day, pursuant to the
preceding paragraph 2 of this Article; the total number of Shares
of the Fund redeemed from shareholders by the Transfer Agent on
such day; the total number of Shares of the Fund, if any, sold on
such day pursuant to the preceding paragraph 3 of this Article,
and the total number of Shares of the Fund issued and
outstanding.
5. In connection with each purchase and each redemption of
Shares, the Transfer Agent shall send such statements as are
prescribed by the Federal Securities laws applicable to transfer
agents or as described in the Prospectus. If the Prospectus
indicates that certificates for Shares are available and if
specifically requested in writing by any shareholder, or if
otherwise required hereunder, the Transfer Agent will countersign
(if necessary), issue and mail to such shareholder at the address
set forth in the records of the Transfer Agent a Share
certificate for any full Share requested.
6. As of each Fund Business Day, the Transfer Agent shall
furnish the Fund with an advice setting forth the number and
dollar amount of Shares to be redeemed on such Fund Business Day
in accordance with paragraph 2 of this Article.
7. Upon receipt of a proper redemption request and moneys
paid to it by the Custodian in connection with a redemption of
Shares, the Transfer Agent shall cancel the redeemed Shares and
after making appropriate deduction for any withholding of taxes
required of it by applicable law: (a) in the case of a redemption
of Shares pursuant to a redemption described in the preceding
paragraph l(a) of this Article, make payment in accordance with
the Fund's redemption and payment procedures described in the
Prospectus; and (b) in the case of a redemption of Shares
pursuant to a computer tape or electronic data transmission
described in the preceding paragraph l(b) of this Article, make
payment by directing a federal funds wire order to the account
previously designated by the Approved Institution specified in
said computer tape or electronic data transmission.
8. The Transfer Agent shall not be required to issue any
Shares after it has received from an Officer of the Fund or from
an appropriate federal or state authority written notification
that the sale of Shares has been suspended or discontinued, and
the Transfer Agent shall be entitled to rely upon such written
notification.
9. Upon the issuance of any Shares in accordance with this
Agreement, the Transfer Agent shall not be responsible for the
payment of any original issue or other taxes required to be paid
by the Fund in connection with such issuance of any Shares.
10. The Transfer Agent shall accept a computer tape or
electronic data transmission consistent with the Transfer Agent's
record format, as amended from time to time, which is reasonably
believed by the Transfer Agent to be furnished by or on behalf of
any Approved Institution and is represented to be instructions
with respect to the transfer of Shares from one account of such
Approved Institution to another such account, and shall effect
the transfers specified in said computer tape or electronic data
transmission. The Transfer Agent shall not be liable for any
losses to the Fund or its shareholders in the event that a
computer tape or electronic data transmission from an Approved
Institution is unable to be processed for any reason beyond the
control of the Transfer Agent, or if any of the information on
such tape or transmission is found to be incorrect.
11. (a) Except as otherwise provided in subparagraph (b)
of this paragraph and in paragraph 13 of this Article,
Shares will be transferred or redeemed upon presentation to
the Transfer Agent of Share certificates or instructions
properly endorsed for transfer or redemption, accompanied by
such documents as the Transfer Agent deems necessary to
evidence the authority of the person making such transfer or
redemption, and bearing satisfactory evidence of the payment
of stock transfer taxes. In the case of small estates where
no administration is contemplated, the Transfer Agent may,
when furnished with an appropriate surety bond, and without
further approval of the Fund, transfer or redeem Shares
registered in the name of a decedent where the current
market value of the Shares being transferred does not exceed
such amount as may from time to time be prescribed by
various states. The Transfer Agent reserves the right to
refuse to transfer or redeem Shares until it is satisfied
that the endorsement on the stock certificate or
instructions is valid and genuine, and for that purpose it
will require, unless otherwise instructed by an authorized
Officer of the Fund, a guarantee of signature by an
"Eligible Guarantor Institution" as that term is defined by
SEC Rule 17Ad-15. The Transfer Agent also reserves the right
to refuse to transfer or redeem Shares until it is satisfied
that the requested transfer or redemption is legally
authorized, and it shall incur no liability for the refusal,
in good faith, to make transfers or redemptions which the
Transfer Agent, in its judgment, deems improper or
unauthorized, or until it is satisfied that there is no
basis to any claims adverse to such transfer or redemption.
The Transfer Agent may, in effecting transfers and
redemptions of Shares, rely upon those provisions of the
Uniform Act for the Simplification of Fiduciary Security
Transfers or the Uniform Commercial Code, as the same may be
amended from time to time, applicable to the transfer of
securities, and the Fund shall indemnify the Transfer Agent
for any act done or omitted by it in good faith in reliance
upon such laws. In no event will the Fund indemnify the
Transfer Agent for any act done by it as a result of willful
misfeasance, bad faith, gross negligence or reckless
disregard of its duties. The Transfer Agent shall be
entitled to accept, and shall be fully protected by the Fund
in accepting, any request from any entity to carry out any
transaction in Shares received by the Transfer Agent through
any of the various programs offered through the National
Securities Clearing Corporation ("NSCC") (including, but not
limited to, Networking and FundServ). Any such entity shall
constitute an Approved Institution as defined herein.
(b) Notwithstanding the foregoing or any other
provision contained in this Agreement to the contrary, the
Transfer Agent shall be fully protected by the Fund in not
requiring any instruments, documents, assurances,
endorsements or guarantees, including, without limitation,
any signature guarantees, in connection with a redemption or
transfer of Shares whenever the Transfer Agent reasonably
believes that requiring the same would be inconsistent with
the transfer and redemption procedures as described in the
Prospectus.
12. Notwithstanding any provision contained in this
Agreement to the contrary, the Transfer Agent shall not be
required or expected to require, as a condition to any transfer
of any Shares pursuant to paragraph 11 of this Article or any
redemption of any Shares pursuant to a computer tape or
electronic data transmission described in this Agreement, any
documents, including, without limitation, any documents of the
kind described in subparagraph (a) of paragraph 11 of this
Article, to evidence the authority of the person requesting the
transfer or redemption and/or the payment of any stock transfer
taxes, and shall be fully protected in acting in accordance with
the applicable provisions of this Article.
13. (a) As used in this Agreement, the terms "computer
tape or electronic data transmission" and "computer tape
believed by the Transfer Agent to be furnished by an
Approved Institution", shall include any tapes generated by
the Transfer Agent to reflect information believed by the
Transfer Agent to have been input by an Approved
Institution, via a remote terminal or other similar link,
into a data processing, storage or collection system, or
similar system (the "System"), located on the Transfer
Agent's premises. For purposes of paragraph 1 of this
Article, such a computer tape or electronic data
transmission shall be deemed to have been furnished at such
times as are agreed upon from time to time by the Transfer
Agent and Fund only if the information reflected thereon was
input to the System at such times as are agreed upon from
time to time by the Transfer Agent and the Fund.
(b) Nothing contained in this Agreement shall
constitute any agreement or representation by the Transfer
Agent to permit, or to agree to permit, any Approved
Institution to input information into a System.
(c) The Transfer Agent reserves the right to approve,
in advance, any Approved Institution; such approval not to
be unreasonably withheld. The Transfer Agent also reserves
the right to terminate any and all automated data
communications, at its discretion, upon a reasonable attempt
to notify the Fund when in the opinion of the Transfer Agent
continuation of such communications would jeopardize the
accuracy and/or integrity of the Fund's records on the
System.
ARTICLE VI
DIVIDENDS AND DISTRIBUTIONS
1. The Fund shall furnish to the Transfer Agent a copy of
a resolution of its Board of Directors, certified by the
Secretary or any Assistant Secretary, either: (i) setting
forth the date of the declaration of a dividend or distribution,
the date of accrual or payment, as the case may be, thereof, the
record date as of which shareholders entitled to payment, or
accrual, as the case may be, shall be determined, the amount per
Share of such dividend or distribution, the payment date on which
all previously accrued and unpaid dividends are to be paid and
the total amount, if any, payable to the Transfer Agent on such
payment date; or (ii) authorizing the declaration of dividends
and distributions on a daily or other periodic basis and
authorizing the Transfer Agent to rely on a Certificate setting
forth the information described in subsection (i) of this
paragraph.
2. Upon the mail date specified in such Certificate or
resolution, as the case may be, the Fund shall, in the case of a
cash dividend or distribution, cause the Custodian to deposit in
an account in the name of the Transfer Agent on behalf of the
Fund an amount of cash, if any, sufficient for the Transfer Agent
to make the payment, as of the mail date, specified in such
Certificate or resolution, as the case may be, to the
shareholders who were of record on the record date. The Transfer
Agent will, upon receipt of any such cash, make payment of such
cash dividends or distributions to the shareholders of record as
of the record date by: (i) mailing a check, payable to the
registered shareholder, to the address of record or dividend
mailing address; or (ii) wiring such amounts to the accounts
previously designated by an Approved Institution, as the case may
be. The Transfer Agent shall not be liable for any improper
payments made in good faith and without negligence, in accordance
with a Certificate or resolution described in the preceding
paragraph. If the Transfer Agent shall not receive from the
Custodian sufficient cash to make payments of any cash dividend
or distribution to all shareholders of the Fund as of the record
date, the Transfer Agent shall, upon notifying the Fund, withhold
payment to all shareholders of record as of the record date until
sufficient cash is provided to the Transfer Agent.
3. It is understood that the Transfer Agent shall in no
way be responsible for the determination of the rate or form of
dividends or capital gain distributions due to the shareholders.
It is expressly agreed and understood that the Transfer Agent is
not liable for any loss as a result of processing a distribution
based on information provided in the Certificate that is
incorrect. The Fund agrees to pay the Transfer Agent for any and
all costs, both direct and Out-of-Pocket Expenses, incurred in
such corrective work as necessary to remedy such error.
4. It is understood that the Transfer Agent shall file
such appropriate information returns concerning the payment of
dividend and capital gain distributions with the proper federal,
state and local authorities as are required by law to be filed by
the Fund, but shall in no way be responsible for the collection
or withholding of taxes due on such dividends or distributions
due to shareholders, except and only to the extent required by
applicable law. Anything in this Agreement to the contrary
notwithstanding, the Fund shall be solely responsible for the
accurate, complete and timely filing with the proper federal,
state and local authorities of all tax information with respect
to any Fund account maintained under Matrix Level 3 through any
of the various programs offered through the NSCC (including, but
not limited to, Networking and FundServ).
ARTICLE VII
CONCERNING THE FUND
1. The Fund represents to the Transfer Agent that:
(a) It is a corporation duly organized and existing
under the laws of the State of Maryland.
(b) It is empowered under applicable laws and by its
Articles of Incorporation and By-laws to enter into and
perform this Agreement.
(c) All requisite corporate proceedings have been
taken to authorize it to enter into and perform this
Agreement.
(d) It is an investment company registered under the
Investment Company Act of 1940, as amended.
(e) A registration statement under the Securities Act
of 1933, as amended, with respect to the Shares is
effective. The Fund shall notify the Transfer Agent if such
registration statement or any state securities registrations
have been terminated or a stop order has been entered with
respect to the Shares.
2. Each copy of the Articles of Incorporation of the Fund
and copies of all amendments thereto shall be certified by the
Secretary of State (or other appropriate official) of the state
of organization, and if such Articles of Incorporation and/or
amendments are required by law also to be filed with a county or
other officer or official body, a certificate of such filing
shall be filed with a certified copy submitted to the Transfer
Agent. Each copy of the By-laws and copies of all amendments
thereto, and copies of resolutions of the Board of Directors of
the Fund shall be certified by the Secretary of the Fund under
seal.
3. The Fund shall promptly deliver to the Transfer Agent
written notice of any change in the Officers authorized to sign
Share certificates, notifications or requests, together with a
specimen signature of each new Officer. In the event any Officer
who shall have signed manually or whose facsimile signature shall
have been affixed to blank Share certificates shall die, resign
or be removed prior to issuance of such Share certificates, the
Transfer Agent may issue such Share certificates of the Fund
notwithstanding such death, resignation or removal, and the Fund
shall promptly deliver to the Transfer Agent such approval,
adoption or ratification as may be required by law.
4. It shall be the sole responsibility of the Fund to
deliver to the Transfer Agent the Fund's currently effective
Prospectus and, for purposes of this Agreement, the Transfer
Agent shall not be deemed to have notice of any information
contained in such Prospectus until a reasonable time after it is
actually received by the Transfer Agent.
ARTICLE VIII
CONCERNING THE TRANSFER AGENT
1. The Transfer Agent represents and warrants to the Fund
that:
(a) It is a corporation duly organized and existing
under the laws of the State of Missouri.
(b) It is empowered under applicable law and by its
Articles of Incorporation and By-laws to enter into and
perform this Agreement.
(c) All requisite corporate proceedings have been
taken to authorize it to enter into and perform this
Agreement.
(d) It is duly registered as a transfer agent under
Section 17A of the Securities Exchange Act of 1934, as
amended.
2. The Transfer Agent shall not be liable and shall be
indemnified in acting upon any computer tape or electronic data
transmission, writing or document reasonably believed by it to be
genuine and to have been signed or made by an Officer of the Fund
or person designated by the Fund and shall not be held to have
any notice of any change of authority of any person until receipt
of written notice thereof from the Fund or such person. It shall
also be protected in processing Share certificates which bear the
proper countersignature of the Transfer Agent and which it
reasonably believes to bear the proper manual or facsimile
signature of the Officers of the Fund.
3. The Transfer Agent upon notice to the Fund may
establish such additional procedures, rules and regulations
governing the transfer or registration of Share certificates as
it may deem advisable and consistent with such rules and
regulations generally adopted by mutual fund transfer agents.
4. The Transfer Agent shall keep such records as it may
deem advisable and is agreeable to the Fund, but not
inconsistent with the rules and regulations of appropriate
government authorities, in particular Rules 31a-2 and 31a-3 under
the Investment Company Act of 1940, as amended. The Transfer
Agent acknowledges that such records are the property of the
Fund. The Transfer Agent may deliver to the Fund from time to
time at its discretion, for safekeeping or disposition by the
Fund in accordance with law, such records, papers, documents
accumulated in the execution of its duties as such Transfer
Agent, as the Transfer Agent may deem expedient, other than those
which the Transfer Agent is itself required to maintain pursuant
to applicable laws and regulations. The Fund shall assume all
responsibility for any failure thereafter to produce any record,
paper, cancelled Share certificate or other document so returned,
if and when required. Such records maintained by the Transfer
Agent pursuant to this paragraph 4, which have not been
previously delivered to the Fund pursuant to the foregoing
provisions of this paragraph 4, shall be considered to be the
property of the Fund, shall be made available upon request for
inspection by the Officers, employees and auditors of the Fund,
and records shall be delivered to the Fund upon request and in
any event upon the date of termination of this Agreement, as
specified in Article IX of this Agreement, in the form and manner
kept by the Transfer Agent on such date of termination or such
earlier date as may be requested by the Fund.
5. The Transfer Agent shall not be liable for any loss or
damage, including counsel fees, resulting from its actions or
omissions to act or otherwise, except for any loss or damage
arising out of its bad faith, willful misfeasance, gross
negligence or reckless disregard of its duties under this
Agreement.
6. (a) The Fund shall indemnify and exonerate, save and
hold harmless the Transfer Agent from and against any and
all claims (whether with or without basis in fact or law),
demands, expenses (including reasonable attorneys' fees) and
liabilities of any and every nature which the Transfer Agent
may sustain or incur or which may be asserted against the
Transfer Agent by any person by reason of or as a result of
any action taken or omitted to be taken by any prior
transfer agent of the Fund or as a result of any action
taken or omitted to be taken by the Transfer Agent in good
faith and without gross negligence or willful misfeasance or
in reliance upon: (i) any provision of this Agreement;
(ii) the Prospectus; (iii) any instruction or order
including, without limitation, any computer tape or
electronic data transmission reasonably believed by the
Transfer Agent to have been received from an Approved
Institution; (iv) any instrument, order or Share certificate
reasonably believed by it to be genuine and to be signed,
countersigned or executed by any duly authorized Officer of
the Fund; (v) any Certificate or other instructions of an
Officer; (vi) any opinion of legal counsel for the Fund or
the Transfer Agent; or (vii) any request by any entity to
carry out any transaction in Shares received by the Transfer
Agent through any of the various programs offered through
the NSCC (including, but not limited to, Networking and
FundServ). The Fund shall indemnify and exonerate, save and
hold the Transfer Agent harmless from and against any and
all claims (whether with or without basis in fact or law),
demands, expenses (including reasonable attorneys' fees) and
liabilities of any and every nature which the Transfer Agent
may sustain or incur or which may be asserted against the
Transfer Agent by any person by reason of or as a result of
any action taken or omitted to be taken by the Transfer
Agent in good faith in connection with its appointment or in
reliance upon any law, act, regulation or any interpretation
of the same even though such law, act or regulation may
thereafter have been altered, changed, amended or repealed.
(b) The Transfer Agent shall not settle any claim,
demand, expense or liability to which it may seek indemnity
pursuant to paragraph 6(a) above (each, an "Indemnifiable
Claim") without the express written consent of an Officer of
the Fund. The Transfer Agent shall notify the Fund within
fifteen (15) days of receipt of notification of an
Indemnifiable Claim, provided that the failure by the
Transfer Agent to furnish such notification shall not impair
its right to seek indemnification from the Fund unless the
Fund is unable to adequately defend the Indemnifiable Claim
as a result of such failure, and further provided, that if
as a result of the Transfer Agent's failure to provide the
Fund with timely notice of the institution of litigation a
judgment by default is entered, prior to seeking
indemnification from the Fund the Transfer Agent, at its own
cost and expense, shall open such judgment. The Fund shall
have the right to defend any Indemnifiable Claim at its own
expense, provided that such defense shall be conducted by
counsel selected by the Fund and reasonably acceptable to
the Transfer Agent. The Transfer Agent may join in such
defense at its own expense, but to the extent that it shall
so desire the Fund shall direct such defense. The Fund shall
not settle any Indemnifiable Claim without the express
written consent
of the Transfer Agent if the Transfer Agent determines that
such settlement would have an adverse effect on the Transfer
Agent beyond the scope of this Agreement. In such event, the
Fund and the Transfer Agent shall each be responsible for
their own defense at their own cost and expense, and such
claim shall not be deemed an Indemnifiable Claim hereunder.
If the Fund shall fail or refuse to defend an Indemnifiable
Claim, the Transfer Agent may provide its own defense at the
cost and expense of the Fund. Anything in this Agreement to
the contrary notwithstanding, the Fund shall not indemnify
the Transfer Agent against any liability or expense arising
out of the Transfer Agent's willful misfeasance, bad faith,
gross negligence or reckless disregard of its duties and
obligations under this Agreement. The Transfer Agent shall
indemnify and hold the Fund harmless from and against any
and all losses, damages, costs, charges, counsel fees,
payments, expenses and liability arising out of or
attributable to any action or failure or omission to act by
the Transfer Agent as a result of the Transfer Agent's lack
of good faith, gross negligence or willful misfeasance.
7. The Transfer Agent shall not be liable to the Fund with
respect to any redemption draft on which the signature of the
drawer is forged and which the Fund's Custodian has advised the
Transfer Agent to honor the redemption (but nothing herein is
meant to impose any duties upon the Fund's Custodian); nor shall
the Transfer Agent be liable for any material alteration or
absence or forgery of any endorsement, it being understood that
the Transfer Agent's sole responsibility with respect to
inspecting redemption drafts is to use reasonable care to verify
the drawer's signature against signatures on file.
8. There shall be excluded from the consideration of
whether the Transfer Agent has breached this Agreement in any
way, any period of time, and only such period of time during
which the Transfer Agent's performance is materially affected, by
reason of circumstances beyond its control (collectively,
"Causes"), including, without limitation, mechanical breakdowns
of equipment (including any alternative power supply and
operating systems software), flood or catastrophe, acts of God,
failures of transportation, communication or power supply,
strikes, lockouts, work stoppages or other similar circumstances.
9. At any time the Transfer Agent may apply to an Officer
of the Fund for written instructions with respect to any matter
arising in connection with the Transfer Agent's duties and
obligations under this Agreement, and the Transfer Agent shall
not be liable for any action taken or permitted by it in good
faith in accordance with such written instructions. Such
application by the Transfer Agent for written instructions from
an Officer of the Fund may set forth in writing any action
proposed to be taken or omitted by the Transfer Agent with
respect to its duties or obligations under this Agreement and the
date on and/or after which such action shall be taken. The
Transfer Agent shall not be liable for any action taken or
omitted in accordance with a proposal included in any such
application on or after the date specified therein unless, prior
to taking or omitting any such action, the Transfer Agent has
received written instructions in response to such application
specifying the action to be taken or omitted. The Transfer Agent
may consult counsel of the Fund, or upon notice to the Fund, its
own counsel, at the expense of the Fund and shall be fully
protected with respect to anything done or omitted by it in good
faith in accordance with the advice or opinion of counsel to the
Fund or its own counsel.
10. The Transfer Agent may issue new Share certificates in
place of certificates represented to have been lost, stolen or
destroyed upon receiving written instructions from the
shareholder accompanied by proof of an indemnity or surety bond
issued by a recognized insurance institution specified by the
Fund or the Transfer Agent.
If the Transfer Agent receives written notification from the
shareholder or broker dealer that the certificate issued was
never received, and such notification is made within thirty (30)
days of the date of issuance, the Transfer Agent may reissue the
certificate without requiring a surety bond. The Transfer Agent
may also reissue certificates which are represented as lost,
stolen or destroyed without requiring a surety bond provided that
the notification is in writing and accompanied by an
indemnification signed on behalf of a member firm of the New York
Stock Exchange and signed by an officer of said firm with the
signature guaranteed. Notwithstanding the foregoing, the Transfer
Agent will reissue a certificate upon written authorization from
an Officer of the Fund.
11. In case of any requests or demands for the inspection
of the shareholder records of the Fund, the Transfer Agent will
endeavor to notify the Fund promptly and to secure instructions
from an Officer as to such inspection. The Transfer Agent
reserves the right, however, to exhibit the shareholder records
to any person whenever it receives an opinion from its counsel
that there is a reasonable likelihood that the Transfer Agent
will be held liable for the failure to exhibit the shareholder
records to such person; provided, however, that in connection
with any such disclosure the Transfer Agent shall promptly notify
the Fund that such disclosure has been made or is to be made.
12. At the request of an Officer of the Fund, the Transfer
Agent will address and mail such appropriate notices to
shareholders as the Fund may direct.
13. Notwithstanding any of the foregoing provisions of this
Agreement, the Transfer Agent shall be under no duty or
obligation to inquire into, and shall not be liable for:
(a) The legality of the issue or sale of any Shares,
the sufficiency of the amount to be received therefor, or
the authority of the Approved Institution or of the Fund, as
the case may be, to request such sale or issuance;
(b) The legality of a transfer of Shares, or of a
redemption of any Shares, the propriety of the amount to be
paid therefor, or the authority of the Approved Institution
or of the Fund, as the case may be, to request such transfer
or redemption;
(c) The legality of the declaration of any dividend by
the Fund, or the legality of the issue of any Shares in
payment of any stock dividend; or
(d) The legality of any recapitalization or
readjustment of Shares.
14. The Transfer Agent shall have no duties or
responsibilities whatsoever except such duties and
responsibilities as are specifically set forth in this Agreement,
and no covenant or obligation shall be implied in this Agreement
against the Transfer Agent.
15. Purchase and Prices of Services:
(a) The Fund will compensate the Transfer Agent for,
and Transfer Agent will provide, beginning on the execution
date of this Agreement and continuing until the termination
of this Agreement as provided hereinafter, the services set
forth in Schedule I.
(b) The current unit prices for the services are set
forth in the Schedule II (the "Schedule II Fees"). Effective
as of January 1, 1997, once in each calendar year, the
Transfer Agent may elect to raise the Schedule II Fees upon
ninety (90) days prior notice to the Fund, all subject to
the mutual agreement of the parties hereto. Notwithstanding
the annual right to raise the Schedule II Fees, the Transfer
Agent may increase prices due to changes in legal or
regulatory requirements subject to the approval of the Fund,
which approval shall not be unreasonably withheld.
16. Billing and Payment:
(a) The Transfer Agent shall bill the Fund monthly in
arrears for accounts maintained and Out-of-Pocket Expenses.
The Transfer Agent may from time to time request that the
Fund advance estimated expenditures of an unusual nature
subject to reconciliation of actual expenses as soon as
practicable thereafter.
(b) The Fund shall pay the Transfer Agent in
immediately available funds at UMB Bank, n.a. in Kansas
City, Missouri within thirty (30) days of the date of the
bill. Any amounts due under this Agreement which are not
paid within said thirty (30) day period shall bear interest
at the rate of one and one-half percent (l 1/2%) per month
from such date until paid in full.
ARTICLE IX
TERMINATION
Either of the parties hereto may terminate this Agreement by
giving to the other party a notice in writing specifying the date
of such termination, which shall be not less than sixty (60) days
after the date of receipt of such notice. In the event such
notice is given by the Fund, it shall be accompanied by a copy of
a resolution of the Board of Directors of the Fund, certified by
the Secretary or any Assistant Secretary, electing to terminate
this Agreement and designating the successor transfer agent or
transfer agents. In the event such notice is given by the
Transfer Agent, the Fund shall on or before the termination date,
deliver to the Transfer Agent a copy of a resolution of its Board
of Directors, certified by the Secretary or any Assistant
Secretary, designating a successor transfer agent or transfer
agents. In the absence of such designation by the Fund, the Fund
shall upon the date specified in the notice of termination of
this Agreement and delivery of the records maintained hereunder,
be deemed to be its own transfer agent and the Transfer Agent
shall thereby be relieved of all duties and responsibilities
pursuant to this Agreement.
In the event this Agreement is terminated as provided
herein, the Transfer Agent, upon the written request of the Fund,
shall deliver the records of the Fund on electromagnetic media to
the Fund or its successor transfer agent. The Fund shall be
responsible to the Transfer Agent for the reasonable costs and
expenses associated with the preparation and delivery of such
media.
ARTICLE X
MISCELLANEOUS
1 The Fund agrees that prior to effecting any change in
the Prospectus which would increase or alter the duties and
obligations of the Transfer Agent hereunder, it shall advise the
Transfer Agent of such proposed change at least thirty (30) days
prior to the intended date of the same, and shall proceed with
such change only if it shall have received the written consent of
the Transfer Agent thereto, which shall not be unreasonably
withheld.
2. Any notice or other instrument in writing, authorized
or required by this Agreement to be given to the Fund shall be
sufficiently given if addressed to the Fund and mailed or
delivered to it at:
BMA Tower
700 Karnes Blvd.
Kansas City, MO 64108
or at such other place as the Fund may from time to time
designate in writing.
3. Any notice or other instrument in writing, authorized
or required by this Agreement to be given to the Transfer Agent
shall be sufficiently given if addressed to the Transfer Agent
and mailed or delivered to:
BMA Tower
700 Karnes Blvd.
Kansas City, MO 64108
or at such other place as the Transfer Agent may from time to
time designate in writing.
4. This Agreement may not be amended or modified in any
manner except by a written agreement executed by both parties
with the formality of this Agreement.
5. This Agreement shall extend to and shall be binding
upon the parties hereto, and their respective successors and
assigns.
6. This Agreement shall be governed by and construed in
accordance with the laws of the State of Missouri.
7. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original,
but such counterparts shall, together, constitute only one
instrument.
8. The provisions of this Agreement are intended to
benefit only the Transfer Agent and the Fund, and no rights shall
be granted to any other person by virtue of this Agreement.
9. (a) The Transfer Agent shall endeavor to assist in
resolving shareholder inquiries and errors relating to the
period during which prior transfer agents acted as such for
the Fund. Any such inquiries or errors which cannot be
expediently resolved by the Transfer Agent will be referred
to the Fund.
(b) The Transfer Agent shall only be responsible for
the safekeeping and maintenance of transfer agency records,
cancelled Share certificates and correspondence of the Fund
created or produced prior to the time of conversion which
are under its control and acknowledged in a writing to the
Fund to be in its possession. Any expenses or liabilities
incurred by the Transfer Agent as a result of shareholder
inquiries, regulatory compliance or audits related to such
records and not caused as a result of Transfer Agent's bad
faith, willful misfeasance or gross negligence shall be the
responsibility of the Fund as provided in Article VIII
herein.
[The remainder of this page intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective corporate officer,
thereunto duly authorized and their respective corporate seals to
be hereunto affixed, as of the day and year first above written.
SCOUT REGIONAL FUND, INC.
By /s/Larry D. Armel
Name: Larry D. Armel
Title: President
[SEAL]
JONES & BABSON, INC.
Name: Martin A. Cramer
Title: Secretary
[SEAL]
TA Agmt/J&B- Scout Regional Fund, Inc.
EX99.23h7
TRANSFER AGENCY AGREEMENT
This Agreement made as of the 1st day of January, 1996
between Scout Bond Fund, Inc., a Maryland corporation (the
"Fund"), and Jones & Babson, Inc., a Missouri corporation (the
"Transfer Agent").
WITNESSETH
That in consideration of the mutual promises hereinafter set
forth, the parties hereto covenant and agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and
phrases shall have the following meanings:
1. "Approved Institution" shall mean an entity so named in
a Certificate, as hereinafter defined. From time to time, the
Fund may amend a previously delivered Certificate by delivering
to the Transfer Agent a Certificate naming an additional entity
or deleting any entity named in a previously delivered
Certificate.
2. The "Board of Directors" shall mean the Board of
Directors of the Fund.
3. "Certificate" shall mean any notice, instruction or
other instrument in writing, authorized or required by this
Agreement to be given to the Transfer Agent by the Fund which is
signed by any Officer, as hereinafter defined, and actually
received by the Transfer Agent.
4. "Custodian" shall mean the financial institution
appointed as custodian under the terms and conditions of the
Custody Agreement between the financial institution and the Fund,
or its successor(s).
5. "Fund Business Day" shall be determined as set out in
the Fund's prospectuses as shall be effective from time to time.
6. "Officer" shall be deemed to be the Fund's President,
any Vice President, Secretary, Treasurer, Controller, any
Assistant Controller, any Assistant Treasurer and any Assistant
Secretary, and any other person duly authorized by the Board of
Directors of the Fund to execute any Certificate, instruction,
notice or other instrument on behalf of the Fund, and any person
reasonably believed by the Transfer Agent to be such a person.
7. "Out-of-Pocket Expenses" means amounts reasonably
necessary and actually incurred by Transfer Agent in the
provision of Transfer Agent services or pursuant to this
Agreement for the following purposes: postage (and first class
mail insurance in connection with mailing Share certificates),
envelopes, check forms, continuous forms, forms for reports and
statements, stationery and other similar items, telephone and
telegraph charges incurred in answering inquiries from dealers or
shareholders, microfilm used to record transactions in
shareholder accounts and computer tapes used for permanent
storage of records and cost of insertion of materials in mailing
envelopes by outside firms. Any charges associated with special
or exception processing shall also be considered Out-of-Pocket
Expenses.
8. "Prospectus" shall mean the most recent Fund prospectus
actually received by the Transfer Agent from the Fund with
respect to which the Fund has indicated a registration statement
under the Securities Act of 1933, as amended, has
become effective, including the Statement of Additional
Information, incorporated by reference therein.
9. "Shares" shall mean all or any part of each class or
series of the shares of beneficial interest of the Fund or
portfolio listed in the Certificate as to which the Transfer
Agent acts as transfer agent hereunder, as may be amended from
time to time, which are authorized and/or issued by the Fund.
ARTICLE II
APPOINTMENT OF TRANSFER AGENT
1. Effective as of the date of this Agreement, the Fund
hereby constitutes and appoints the Transfer Agent as transfer
agent of all the Shares of the Fund and as dividend disbursing
agent during the period of this Agreement.
2. The Transfer Agent hereby accepts appointment as
transfer agent and dividend disbursing agent and agrees to
perform duties thereof as hereinafter set forth.
3. In connection with such appointment, the Fund upon the
request of the Transfer Agent, shall deliver the following
documents to the Transfer Agent:
(i) A copy of the Articles of Incorporation of the
Fund and all
amendments thereto certified by the Secretary of the Fund;
(ii) A copy of the By-laws of the Fund certified by the
Secretary of the
Fund;
(iii) A copy of a resolution of the Board of
Directors of the Fund
certified by the Secretary of the Fund appointing the
Transfer Agent and
authorizing the execution of this Transfer Agency Agreement;
(iv) A Certificate signed by the Secretary of the Fund
specifying: the number of authorized Shares, the number of
such authorized Shares issued, the number of such authorized
Shares issued and currently outstanding, the names and
specimen signatures of the Officers of the Fund and the name
and address of the legal counsel for the Fund;
(v) Specimen Share certificate for each or series
class of Shares in the form approved by the Board of
Directors of the Fund (and in a format compatible with the
Transfer Agent's system), together with a Certificate signed
by the Secretary of the Fund as to such approval;
(vi) Copies of the Fund's registration statement, as
amended to date, and the most recently filed Post-Effective
Amendment thereto, filed by the Fund with the Securities and
Exchange Commission under the Securities Act of 1933, as
amended, and under the Investment Company Act of 1940, as
amended, together with any applications filed in connection
therewith; and
(vii) Opinion of counsel for the Fund with respect
to the validity of the authorized and outstanding Shares,
whether such Shares are fully paid and nonassessable and the
status of such Shares under the Securities Act of 1933, as
amended, and any other applicable federal law or regulation
(i.e., if subject to registration, that they have been
registered and that the registration statement has become
effective or, if exempt, the specific grounds therefor).
ARTICLE III
AUTHORIZATION AND ISSUANCE OF SHARES
1. If requested by the Transfer Agent, the Fund shall
deliver to the Transfer Agent the following documents on or
before the effective date of any increase or decrease in the
total number of Shares authorized to be issued:
(a) A certified copy of the amendment to the Articles
of Incorporation giving effect to such increase or decrease;
(b) In the case of an increase, an opinion of counsel
for the Fund with respect to the validity of the Shares of
the Fund and the status of such Shares under the Securities
Act of 1933, as amended, and any other applicable federal
law or regulation (i.e., if subject to registration, that
they have been registered and that the registration
statement has become effective or, if exempt, the specific
grounds therefor); and
(c) In the case of an increase, if the appointment of
the Transfer Agent was theretofore expressly limited, a
certified copy of a resolution of the Board of Directors of
the Fund increasing the authority of the Transfer Agent.
2. Prior to the issuance of any additional Shares pursuant
to stock dividends or stock splits, etc., and prior to any
reduction in the number of Shares outstanding, if requested by
the Transfer Agent, the Fund shall deliver the following
documents to the Transfer Agent:
(a) A certified copy of the resolution(s) adopted by
the Board of Directors and/or the shareholders of the Fund
authorizing such issuance of additional Shares or such
reduction, as the case may be; and
(b) An opinion of counsel for the Fund with respect
to the validity of the Shares and the status of such Shares
under the Securities Act of 1933, as amended, and any other
applicable federal law or regulation (i.e., if subject to
registration, that they have been registered and that the
registration statement has become effective, or, if exempt,
the specific grounds therefor).
ARTICLE IV
RECAPITALIZATION OR CAPITAL ADJUSTMENT
1. In the case of any negative stock split,
recapitalization or other capital adjustment requiring a change
in the form of Share certificates, the Transfer Agent will issue
Share certificates in the new form in exchange for, or upon
transfer of, outstanding Share certificates in the old form, upon
receiving:
(a) A Certificate authorizing the issuance of the
Share certificates in the new form;
(b) A certified copy of any amendment to the Articles
of Incorporation with respect to the change;
(c) Specimen Share certificates for each class of
Shares in the new form approved by the Board of Directors of
the Fund, with a Certificate signed by the Secretary of the
Fund as to such approval; and
(d) An opinion of counsel for the Fund with respect to
the validity of the Shares in the new form and the status of
such Shares under the Securities Act of 1933, as amended,
and any other applicable federal law or regulation (i.e., if
subject to registration, that the Shares have been
registered and that the registration statement has become
effective or, if exempt, the specific grounds therefor).
2. The Fund at its expense shall furnish the Transfer
Agent with a sufficient supply of blank Share certificates in the
new form and from time to time will replenish such supply upon
the request of the Transfer Agent. Such blank Share certificates
shall be compatible with the Transfer Agent's system and shall be
properly signed by facsimile or otherwise by Officers of the Fund
authorized by law or by the By-laws to sign Share certificates
and, if required, shall bear the corporate seal or facsimile
thereof. The Fund agrees to indemnify and exonerate, save and
hold the Transfer Agent harmless from and against any and all
claims or demands that may be asserted against the Transfer Agent
with respect to the genuineness of any Share certificate supplied
to the Transfer Agent pursuant to this Article.
ARTICLE V
ISSUANCE, REDEMPTION AND TRANSFER OF SHARES
1. (a) The Transfer Agent acknowledges that it has
received a copy of the Fund's Prospectus, which Prospectus
describes how sales and redemption of Shares of the Fund
shall be made, and the Transfer Agent agrees to accept
purchase orders and redemption requests with respect to
Shares on each Fund Business Day in accordance with such
Prospectus. The Fund agrees to provide the Transfer Agent
with sufficient advance notice to enable the Transfer Agent
to effect any changes in the procedures set forth in the
Prospectus regarding such purchase and redemption procedure;
provided, however, that in no event will such advance notice
be less than thirty (30) days.
(b) The Transfer Agent shall also accept with respect
to each Fund Business Day, at such times as are agreed upon
from time to time by the Transfer Agent and the Fund, a
computer tape or electronic data transmission consistent in
all respects with the Transfer Agent's record format, as
amended from time to time, which is believed by the Transfer
Agent to be furnished by or on behalf of any Approved
Institution. The Transfer Agent shall not be liable for any
losses or damages to the Fund or its shareholders in the
event that a computer tape or electronic data transmission
from an Approved Institution is unable to be processed for
any reason beyond the control of the Transfer Agent, or if
any of the information on such tape or transmission is found
to be incorrect.
2. On each Fund Business Day, the Transfer Agent shall, as
of the time at which the Fund computes the net asset value of the
Fund, issue to and redeem from the accounts specified in a
purchase order, redemption request or computer tape or electronic
data transmission, which in accordance with the Prospectus is
effective on such Fund Business Day, the appropriate number of
full and fractional Shares based on the net asset value per Share
of such Fund specified in an advice received on such Fund
Business Day from the Fund. Notwithstanding the foregoing, if a
redemption specified in a computer tape or electronic data
transmission is for a dollar value of Shares in excess of the
dollar value of uncertificated Shares in the specified account,
the Transfer Agent shall not effect such redemption in whole or
in part and shall within twenty-four (24) hours orally advise the
Approved Institution which supplied such tape of the discrepancy.
3. In connection with a reinvestment of a dividend or
distribution of Shares of the Fund, the Transfer Agent shall as
of each Fund Business Day, as specified in a Certificate or
resolution described in paragraph 1 of succeeding Article VI,
issue Shares of the Fund based on the net asset value per Share
of such Fund specified in an advice received from the Fund on
such Fund Business Day.
4. On each Fund Business Day, the Transfer Agent shall
supply the Fund with a statement specifying with respect to the
immediately preceding Fund Business Day: the total number of
Shares of the Fund (including fractional Shares) issued and
outstanding at the opening of business on such day; the total
number of Shares of the Fund sold on such day, pursuant to the
preceding paragraph 2 of this Article; the total number of Shares
of the Fund redeemed from shareholders by the Transfer Agent on
such day; the total number of Shares of the Fund, if any, sold on
such day pursuant to the preceding paragraph 3 of this Article,
and the total number of Shares of the Fund issued and
outstanding.
5. In connection with each purchase and each redemption of
Shares, the Transfer Agent shall send such statements as are
prescribed by the Federal Securities laws applicable to transfer
agents or as described in the Prospectus. If the Prospectus
indicates that certificates for Shares are available and if
specifically requested in writing by any shareholder, or if
otherwise required hereunder, the Transfer Agent will countersign
(if necessary), issue and mail to such shareholder at the address
set forth in the records of the Transfer Agent a Share
certificate for any full Share requested.
6. As of each Fund Business Day, the Transfer Agent shall
furnish the Fund with an advice setting forth the number and
dollar amount of Shares to be redeemed on such Fund Business Day
in accordance with paragraph 2 of this Article.
7. Upon receipt of a proper redemption request and moneys
paid to it by the Custodian in connection with a redemption of
Shares, the Transfer Agent shall cancel the redeemed Shares and
after making appropriate deduction for any withholding of taxes
required of it by applicable law: (a) in the case of a redemption
of Shares pursuant to a redemption described in the preceding
paragraph l(a) of this Article, make payment in accordance with
the Fund's redemption and payment procedures described in the
Prospectus; and (b) in the case of a redemption of Shares
pursuant to a computer tape or electronic data transmission
described in the preceding paragraph l(b) of this Article, make
payment by directing a federal funds wire order to the account
previously designated by the Approved Institution specified in
said computer tape or electronic data transmission.
8. The Transfer Agent shall not be required to issue any
Shares after it has received from an Officer of the Fund or from
an appropriate federal or state authority written notification
that the sale of Shares has been suspended or discontinued, and
the Transfer Agent shall be entitled to rely upon such written
notification.
9. Upon the issuance of any Shares in accordance with this
Agreement, the Transfer Agent shall not be responsible for the
payment of any original issue or other taxes required to be paid
by the Fund in connection with such issuance of any Shares.
10. The Transfer Agent shall accept a computer tape or
electronic data transmission consistent with the Transfer Agent's
record format, as amended from time to time, which is reasonably
believed by the Transfer Agent to be furnished by or on behalf of
any Approved Institution and is represented to be instructions
with respect to the transfer of Shares from one account of such
Approved Institution to another such account, and shall effect
the transfers specified in said computer tape or electronic data
transmission. The Transfer Agent shall not be liable for any
losses to the Fund or its shareholders in the event that a
computer tape or electronic data transmission from an Approved
Institution is unable to be processed for any reason beyond the
control of the Transfer Agent, or if any of the information on
such tape or transmission is found to be incorrect.
11. (a) Except as otherwise provided in subparagraph (b)
of this paragraph and in paragraph 13 of this Article,
Shares will be transferred or redeemed upon presentation to
the Transfer Agent of Share certificates or instructions
properly endorsed for transfer or redemption, accompanied by
such documents as the Transfer Agent deems necessary to
evidence the authority of the person making such transfer or
redemption, and bearing satisfactory evidence of the payment
of stock transfer taxes. In the case of small estates where
no administration is contemplated, the Transfer Agent may,
when furnished with an appropriate surety bond, and without
further approval of the Fund, transfer or redeem Shares
registered in the name of a decedent where the current
market value of the Shares being transferred does not exceed
such amount as may from time to time be prescribed by
various states. The Transfer Agent reserves the right to
refuse to transfer or redeem Shares until it is satisfied
that the endorsement on the stock certificate or
instructions is valid and genuine, and for that purpose it
will require, unless otherwise instructed by an authorized
Officer of the Fund, a guarantee of signature by an
"Eligible Guarantor Institution" as that term is defined by
SEC Rule 17Ad-15. The Transfer Agent also reserves the right
to refuse to transfer or redeem Shares until it is satisfied
that the requested transfer or redemption is legally
authorized, and it shall incur no liability for the refusal,
in good faith, to make transfers or redemptions which the
Transfer Agent, in its judgment, deems improper or
unauthorized, or until it is satisfied that there is no
basis to any claims adverse to such transfer or redemption.
The Transfer Agent may, in effecting transfers and
redemptions of Shares, rely upon those provisions of the
Uniform Act for the Simplification of Fiduciary Security
Transfers or the Uniform Commercial Code, as the same may be
amended from time to time, applicable to the transfer of
securities, and the Fund shall indemnify the Transfer Agent
for any act done or omitted by it in good faith in reliance
upon such laws. In no event will the Fund indemnify the
Transfer Agent for any act done by it as a result of willful
misfeasance, bad faith, gross negligence or reckless
disregard of its duties. The Transfer Agent shall be
entitled to accept, and shall be fully protected by the Fund
in accepting, any request from any entity to carry out any
transaction in Shares received by the Transfer Agent through
any of the various programs offered through the National
Securities Clearing Corporation ("NSCC") (including, but not
limited to, Networking and FundServ). Any such entity shall
constitute an Approved Institution as defined herein.
(b) Notwithstanding the foregoing or any other
provision contained in this Agreement to the contrary, the
Transfer Agent shall be fully protected by the Fund in not
requiring any instruments, documents, assurances,
endorsements or guarantees, including, without limitation,
any signature guarantees, in connection with a redemption or
transfer of Shares whenever the Transfer Agent reasonably
believes that requiring the same would be inconsistent with
the transfer and redemption procedures as described in the
Prospectus.
12. Notwithstanding any provision contained in this
Agreement to the contrary, the Transfer Agent shall not be
required or expected to require, as a condition to any transfer
of any Shares pursuant to paragraph 11 of this Article or any
redemption of any Shares pursuant to a computer tape or
electronic data transmission described in this Agreement, any
documents, including, without limitation, any documents of the
kind described in subparagraph (a) of paragraph 11 of this
Article, to evidence the authority of the person requesting the
transfer or redemption and/or the payment of any stock transfer
taxes, and shall be fully protected in acting in accordance with
the applicable provisions of this Article.
13. (a) As used in this Agreement, the terms "computer
tape or electronic data transmission" and "computer tape
believed by the Transfer Agent to be furnished by an
Approved Institution", shall include any tapes generated by
the Transfer Agent to reflect information believed by the
Transfer Agent to have been input by an Approved
Institution, via a remote terminal or other similar link,
into a data processing, storage or collection system, or
similar system (the "System"), located on the Transfer
Agent's premises. For purposes of paragraph 1 of this
Article, such a computer tape or electronic data
transmission shall be deemed to have been furnished at such
times as are agreed upon from time to time by the Transfer
Agent and Fund only if the information reflected thereon was
input to the System at such times as are agreed upon from
time to time by the Transfer Agent and the Fund.
(b) Nothing contained in this Agreement shall
constitute any agreement or representation by the Transfer
Agent to permit, or to agree to permit, any Approved
Institution to input information into a System.
(c) The Transfer Agent reserves the right to approve,
in advance, any Approved Institution; such approval not to
be unreasonably withheld. The Transfer Agent also reserves
the right to terminate any and all automated data
communications, at its discretion, upon a reasonable attempt
to notify the Fund when in the opinion of the Transfer Agent
continuation of such communications would jeopardize the
accuracy and/or integrity of the Fund's records on the
System.
ARTICLE VI
DIVIDENDS AND DISTRIBUTIONS
1. The Fund shall furnish to the Transfer Agent a copy of
a resolution of its Board of Directors, certified by the
Secretary or any Assistant Secretary, either: (i) setting
forth the date of the declaration of a dividend or distribution,
the date of accrual or payment, as the case may be, thereof, the
record date as of which shareholders entitled to payment, or
accrual, as the case may be, shall be determined, the amount per
Share of such dividend or distribution, the payment date on which
all previously accrued and unpaid dividends are to be paid and
the total amount, if any, payable to the Transfer Agent on such
payment date; or (ii) authorizing the declaration of dividends
and distributions on a daily or other periodic basis and
authorizing the Transfer Agent to rely on a Certificate setting
forth the information described in subsection (i) of this
paragraph.
2. Upon the mail date specified in such Certificate or
resolution, as the case may be, the Fund shall, in the case of a
cash dividend or distribution, cause the Custodian to deposit in
an account in the name of the Transfer Agent on behalf of the
Fund an amount of cash, if any, sufficient for the Transfer Agent
to make the payment, as of the mail date, specified in such
Certificate or resolution, as the case may be, to the
shareholders who were of record on the record date. The Transfer
Agent will, upon receipt of any such cash, make payment of such
cash dividends or distributions to the shareholders of record as
of the record date by: (i) mailing a check, payable to the
registered shareholder, to the address of record or dividend
mailing address; or (ii) wiring such amounts to the accounts
previously designated by an Approved Institution, as the case may
be. The Transfer Agent shall not be liable for any improper
payments made in good faith and without negligence, in accordance
with a Certificate or resolution described in the preceding
paragraph. If the Transfer Agent shall not receive from the
Custodian sufficient cash to make payments of any cash dividend
or distribution to all shareholders of the Fund as of the record
date, the Transfer Agent shall, upon notifying the Fund, withhold
payment to all shareholders of record as of the record date until
sufficient cash is provided to the Transfer Agent.
3. It is understood that the Transfer Agent shall in no
way be responsible for the determination of the rate or form of
dividends or capital gain distributions due to the shareholders.
It is expressly agreed and understood that the Transfer Agent is
not liable for any loss as a result of processing a distribution
based on information provided in the Certificate that is
incorrect. The Fund agrees to pay the Transfer Agent for any and
all costs, both direct and Out-of-Pocket Expenses, incurred in
such corrective work as necessary to remedy such error.
4. It is understood that the Transfer Agent shall file
such appropriate information returns concerning the payment of
dividend and capital gain distributions with the proper federal,
state and local authorities as are required by law to be filed by
the Fund, but shall in no way be responsible for the collection
or withholding of taxes due on such dividends or distributions
due to shareholders, except and only to the extent required by
applicable law. Anything in this Agreement to the contrary
notwithstanding, the Fund shall be solely responsible for the
accurate, complete and timely filing with the proper federal,
state and local authorities of all tax information with respect
to any Fund account maintained under Matrix Level 3 through any
of the various programs offered through the NSCC (including, but
not limited to, Networking and FundServ).
ARTICLE VII
CONCERNING THE FUND
1. The Fund represents to the Transfer Agent that:
(a) It is a corporation duly organized and existing
under the laws of the State of Maryland.
(b) It is empowered under applicable laws and by its
Articles of Incorporation and By-laws to enter into and
perform this Agreement.
(c) All requisite corporate proceedings have been
taken to authorize it to enter into and perform this
Agreement.
(d) It is an investment company registered under the
Investment Company Act of 1940, as amended.
(e) A registration statement under the Securities Act
of 1933, as amended, with respect to the Shares is
effective. The Fund shall notify the Transfer Agent if such
registration statement or any state securities registrations
have been terminated or a stop order has been entered with
respect to the Shares.
2. Each copy of the Articles of Incorporation of the Fund
and copies of all amendments thereto shall be certified by the
Secretary of State (or other appropriate official) of the state
of organization, and if such Articles of Incorporation and/or
amendments are required by law also to be filed with a county or
other officer or official body, a certificate of such filing
shall be filed with a certified copy submitted to the Transfer
Agent. Each copy of the By-laws and copies of all amendments
thereto, and copies of resolutions of the Board of Directors of
the Fund shall be certified by the Secretary of the Fund under
seal.
3. The Fund shall promptly deliver to the Transfer Agent
written notice of any change in the Officers authorized to sign
Share certificates, notifications or requests, together with a
specimen signature of each new Officer. In the event any Officer
who shall have signed manually or whose facsimile signature shall
have been affixed to blank Share certificates shall die, resign
or be removed prior to issuance of such Share certificates, the
Transfer Agent may issue such Share certificates of the Fund
notwithstanding such death, resignation or removal, and the Fund
shall promptly deliver to the Transfer Agent such approval,
adoption or ratification as may be required by law.
4. It shall be the sole responsibility of the Fund to
deliver to the Transfer Agent the Fund's currently effective
Prospectus and, for purposes of this Agreement, the Transfer
Agent shall not be deemed to have notice of any information
contained in such Prospectus until a reasonable time after it is
actually received by the Transfer Agent.
ARTICLE VIII
CONCERNING THE TRANSFER AGENT
1. The Transfer Agent represents and warrants to the Fund
that:
(a) It is a corporation duly organized and existing
under the laws of the State of Missouri.
(b) It is empowered under applicable law and by its
Articles of Incorporation and By-laws to enter into and
perform this Agreement.
(c) All requisite corporate proceedings have been
taken to authorize it to enter into and perform this
Agreement.
(d) It is duly registered as a transfer agent under
Section 17A of the Securities Exchange Act of 1934, as
amended.
2. The Transfer Agent shall not be liable and shall be
indemnified in acting upon any computer tape or electronic data
transmission, writing or document reasonably believed by it to be
genuine and to have been signed or made by an Officer of the Fund
or person designated by the Fund and shall not be held to have
any notice of any change of authority of any person until receipt
of written notice thereof from the Fund or such person. It shall
also be protected in processing Share certificates which bear the
proper countersignature of the Transfer Agent and which it
reasonably believes to bear the proper manual or facsimile
signature of the Officers of the Fund.
3. The Transfer Agent upon notice to the Fund may
establish such additional procedures, rules and regulations
governing the transfer or registration of Share certificates as
it may deem advisable and consistent with such rules and
regulations generally adopted by mutual fund transfer agents.
4. The Transfer Agent shall keep such records as it may
deem advisable and is agreeable to the Fund, but not
inconsistent with the rules and regulations of appropriate
government authorities, in particular Rules 31a-2 and 31a-3 under
the Investment Company Act of 1940, as amended. The Transfer
Agent acknowledges that such records are the property of the
Fund. The Transfer Agent may deliver to the Fund from time to
time at its discretion, for safekeeping or disposition by the
Fund in accordance with law, such records, papers, documents
accumulated in the execution of its duties as such Transfer
Agent, as the Transfer Agent may deem expedient, other than those
which the Transfer Agent is itself required to maintain pursuant
to applicable laws and regulations. The Fund shall assume all
responsibility for any failure thereafter to produce any record,
paper, cancelled Share certificate or other document so returned,
if and when required. Such records maintained by the Transfer
Agent pursuant to this paragraph 4, which have not been
previously delivered to the Fund pursuant to the foregoing
provisions of this paragraph 4, shall be considered to be the
property of the Fund, shall be made available upon request for
inspection by the Officers, employees and auditors of the Fund,
and records shall be delivered to the Fund upon request and in
any event upon the date of termination of this Agreement, as
specified in Article IX of this Agreement, in the form and manner
kept by the Transfer Agent on such date of termination or such
earlier date as may be requested by the Fund.
5. The Transfer Agent shall not be liable for any loss or
damage, including counsel fees, resulting from its actions or
omissions to act or otherwise, except for any loss or damage
arising out of its bad faith, willful misfeasance, gross
negligence or reckless disregard of its duties under this
Agreement.
6. (a) The Fund shall indemnify and exonerate, save and
hold harmless the Transfer Agent from and against any and
all claims (whether with or without basis in fact or law),
demands, expenses (including reasonable attorneys' fees) and
liabilities of any and every nature which the Transfer Agent
may sustain or incur or which may be asserted against the
Transfer Agent by any person by reason of or as a result of
any action taken or omitted to be taken by any prior
transfer agent of the Fund or as a result of any action
taken or omitted to be taken by the Transfer Agent in good
faith and without gross negligence or willful misfeasance or
in reliance upon: (i) any provision of this Agreement;
(ii) the Prospectus; (iii) any instruction or order
including, without limitation, any computer tape or
electronic data transmission reasonably believed by the
Transfer Agent to have been received from an Approved
Institution; (iv) any instrument, order or Share certificate
reasonably believed by it to be genuine and to be signed,
countersigned or executed by any duly authorized Officer of
the Fund; (v) any Certificate or other instructions of an
Officer; (vi) any opinion of legal counsel for the Fund or
the Transfer Agent; or (vii) any request by any entity to
carry out any transaction in Shares received by the Transfer
Agent through any of the various programs offered through
the NSCC (including, but not limited to, Networking and
FundServ). The Fund shall indemnify and exonerate, save and
hold the Transfer Agent harmless from and against any and
all claims (whether with or without basis in fact or law),
demands, expenses (including reasonable attorneys' fees) and
liabilities of any and every nature which the Transfer Agent
may sustain or incur or which may be asserted against the
Transfer Agent by any person by reason of or as a result of
any action taken or omitted to be taken by the Transfer
Agent in good faith in connection with its appointment or in
reliance upon any law, act, regulation or any interpretation
of the same even though such law, act or regulation may
thereafter have been altered, changed, amended or repealed.
(b) The Transfer Agent shall not settle any claim,
demand, expense or liability to which it may seek indemnity
pursuant to paragraph 6(a) above (each, an "Indemnifiable
Claim") without the express written consent of an Officer of
the Fund. The Transfer Agent shall notify the Fund within
fifteen (15) days of receipt of notification of an
Indemnifiable Claim, provided that the failure by the
Transfer Agent to furnish such notification shall not impair
its right to seek indemnification from the Fund unless the
Fund is unable to adequately defend the Indemnifiable Claim
as a result of such failure, and further provided, that if
as a result of the Transfer Agent's failure to provide the
Fund with timely notice of the institution of litigation a
judgment by default is entered, prior to seeking
indemnification from the Fund the Transfer Agent, at its own
cost and expense, shall open such judgment. The Fund shall
have the right to defend any Indemnifiable Claim at its own
expense, provided that such defense shall be conducted by
counsel selected by the Fund and reasonably acceptable to
the Transfer Agent. The Transfer Agent may join in such
defense at its own expense, but to the extent that it shall
so desire the Fund shall direct such defense. The Fund shall
not settle any Indemnifiable Claim without the express
written consent
of the Transfer Agent if the Transfer Agent determines that
such settlement would have an adverse effect on the Transfer
Agent beyond the scope of this Agreement. In such event, the
Fund and the Transfer Agent shall each be responsible for
their own defense at their own cost and expense, and such
claim shall not be deemed an Indemnifiable Claim hereunder.
If the Fund shall fail or refuse to defend an Indemnifiable
Claim, the Transfer Agent may provide its own defense at the
cost and expense of the Fund. Anything in this Agreement to
the contrary notwithstanding, the Fund shall not indemnify
the Transfer Agent against any liability or expense arising
out of the Transfer Agent's willful misfeasance, bad faith,
gross negligence or reckless disregard of its duties and
obligations under this Agreement. The Transfer Agent shall
indemnify and hold the Fund harmless from and against any
and all losses, damages, costs, charges, counsel fees,
payments, expenses and liability arising out of or
attributable to any action or failure or omission to act by
the Transfer Agent as a result of the Transfer Agent's lack
of good faith, gross negligence or willful misfeasance.
7. The Transfer Agent shall not be liable to the Fund with
respect to any redemption draft on which the signature of the
drawer is forged and which the Fund's Custodian has advised the
Transfer Agent to honor the redemption (but nothing herein is
meant to impose any duties upon the Fund's Custodian); nor shall
the Transfer Agent be liable for any material alteration or
absence or forgery of any endorsement, it being understood that
the Transfer Agent's sole responsibility with respect to
inspecting redemption drafts is to use reasonable care to verify
the drawer's signature against signatures on file.
8. There shall be excluded from the consideration of
whether the Transfer Agent has breached this Agreement in any
way, any period of time, and only such period of time during
which the Transfer Agent's performance is materially affected, by
reason of circumstances beyond its control (collectively,
"Causes"), including, without limitation, mechanical breakdowns
of equipment (including any alternative power supply and
operating systems software), flood or catastrophe, acts of God,
failures of transportation, communication or power supply,
strikes, lockouts, work stoppages or other similar circumstances.
9. At any time the Transfer Agent may apply to an Officer
of the Fund for written instructions with respect to any matter
arising in connection with the Transfer Agent's duties and
obligations under this Agreement, and the Transfer Agent shall
not be liable for any action taken or permitted by it in good
faith in accordance with such written instructions. Such
application by the Transfer Agent for written instructions from
an Officer of the Fund may set forth in writing any action
proposed to be taken or omitted by the Transfer Agent with
respect to its duties or obligations under this Agreement and the
date on and/or after which such action shall be taken. The
Transfer Agent shall not be liable for any action taken or
omitted in accordance with a proposal included in any such
application on or after the date specified therein unless, prior
to taking or omitting any such action, the Transfer Agent has
received written instructions in response to such application
specifying the action to be taken or omitted. The Transfer Agent
may consult counsel of the Fund, or upon notice to the Fund, its
own counsel, at the expense of the Fund and shall be fully
protected with respect to anything done or omitted by it in good
faith in accordance with the advice or opinion of counsel to the
Fund or its own counsel.
10. The Transfer Agent may issue new Share certificates in
place of certificates represented to have been lost, stolen or
destroyed upon receiving written instructions from the
shareholder accompanied by proof of an indemnity or surety bond
issued by a recognized insurance institution specified by the
Fund or the Transfer Agent.
If the Transfer Agent receives written notification from the
shareholder or broker dealer that the certificate issued was
never received, and such notification is made within thirty (30)
days of the date of issuance, the Transfer Agent may reissue the
certificate without requiring a surety bond. The Transfer Agent
may also reissue certificates which are represented as lost,
stolen or destroyed without requiring a surety bond provided that
the notification is in writing and accompanied by an
indemnification signed on behalf of a member firm of the New York
Stock Exchange and signed by an officer of said firm with the
signature guaranteed. Notwithstanding the foregoing, the Transfer
Agent will reissue a certificate upon written authorization from
an Officer of the Fund.
11. In case of any requests or demands for the inspection
of the shareholder records of the Fund, the Transfer Agent will
endeavor to notify the Fund promptly and to secure instructions
from an Officer as to such inspection. The Transfer Agent
reserves the right, however, to exhibit the shareholder records
to any person whenever it receives an opinion from its counsel
that there is a reasonable likelihood that the Transfer Agent
will be held liable for the failure to exhibit the shareholder
records to such person; provided, however, that in connection
with any such disclosure the Transfer Agent shall promptly notify
the Fund that such disclosure has been made or is to be made.
12. At the request of an Officer of the Fund, the Transfer
Agent will address and mail such appropriate notices to
shareholders as the Fund may direct.
13. Notwithstanding any of the foregoing provisions of this
Agreement, the Transfer Agent shall be under no duty or
obligation to inquire into, and shall not be liable for:
(a) The legality of the issue or sale of any Shares,
the sufficiency of the amount to be received therefor, or
the authority of the Approved Institution or of the Fund, as
the case may be, to request such sale or issuance;
(b) The legality of a transfer of Shares, or of a
redemption of any Shares, the propriety of the amount to be
paid therefor, or the authority of the Approved Institution
or of the Fund, as the case may be, to request such transfer
or redemption;
(c) The legality of the declaration of any dividend by
the Fund, or the legality of the issue of any Shares in
payment of any stock dividend; or
(d) The legality of any recapitalization or
readjustment of Shares.
14. The Transfer Agent shall have no duties or
responsibilities whatsoever except such duties and
responsibilities as are specifically set forth in this Agreement,
and no covenant or obligation shall be implied in this Agreement
against the Transfer Agent.
15. Purchase and Prices of Services:
(a) The Fund will compensate the Transfer Agent for,
and Transfer Agent will provide, beginning on the execution
date of this Agreement and continuing until the termination
of this Agreement as provided hereinafter, the services set
forth in Schedule I.
(b) The current unit prices for the services are set
forth in the Schedule II (the "Schedule II Fees"). Effective
as of January 1, 1997, once in each calendar year, the
Transfer Agent may elect to raise the Schedule II Fees upon
ninety (90) days prior notice to the Fund, all subject to
the mutual agreement of the parties hereto. Notwithstanding
the annual right to raise the Schedule II Fees, the Transfer
Agent may increase prices due to changes in legal or
regulatory requirements subject to the approval of the Fund,
which approval shall not be unreasonably withheld.
16. Billing and Payment:
(a) The Transfer Agent shall bill the Fund monthly in
arrears for accounts maintained and Out-of-Pocket Expenses.
The Transfer Agent may from time to time request that the
Fund advance estimated expenditures of an unusual nature
subject to reconciliation of actual expenses as soon as
practicable thereafter.
(b) The Fund shall pay the Transfer Agent in
immediately available funds at UMB Bank, n.a. in Kansas
City, Missouri within thirty (30) days of the date of the
bill. Any amounts due under this Agreement which are not
paid within said thirty (30) day period shall bear interest
at the rate of one and one-half percent (l 1/2%) per month
from such date until paid in full.
ARTICLE IX
TERMINATION
Either of the parties hereto may terminate this Agreement by
giving to the other party a notice in writing specifying the date
of such termination, which shall be not less than sixty (60) days
after the date of receipt of such notice. In the event such
notice is given by the Fund, it shall be accompanied by a copy of
a resolution of the Board of Directors of the Fund, certified by
the Secretary or any Assistant Secretary, electing to terminate
this Agreement and designating the successor transfer agent or
transfer agents. In the event such notice is given by the
Transfer Agent, the Fund shall on or before the termination date,
deliver to the Transfer Agent a copy of a resolution of its Board
of Directors, certified by the Secretary or any Assistant
Secretary, designating a successor transfer agent or transfer
agents. In the absence of such designation by the Fund, the Fund
shall upon the date specified in the notice of termination of
this Agreement and delivery of the records maintained hereunder,
be deemed to be its own transfer agent and the Transfer Agent
shall thereby be relieved of all duties and responsibilities
pursuant to this Agreement.
In the event this Agreement is terminated as provided
herein, the Transfer Agent, upon the written request of the Fund,
shall deliver the records of the Fund on electromagnetic media to
the Fund or its successor transfer agent. The Fund shall be
responsible to the Transfer Agent for the reasonable costs and
expenses associated with the preparation and delivery of such
media.
ARTICLE X
MISCELLANEOUS
1 The Fund agrees that prior to effecting any change in
the Prospectus which would increase or alter the duties and
obligations of the Transfer Agent hereunder, it shall advise the
Transfer Agent of such proposed change at least thirty (30) days
prior to the intended date of the same, and shall proceed with
such change only if it shall have received the written consent of
the Transfer Agent thereto, which shall not be unreasonably
withheld.
2. Any notice or other instrument in writing, authorized
or required by this Agreement to be given to the Fund shall be
sufficiently given if addressed to the Fund and mailed or
delivered to it at:
BMA Tower
700 Karnes Blvd.
Kansas City, MO 64108
or at such other place as the Fund may from time to time
designate in writing.
3. Any notice or other instrument in writing, authorized
or required by this Agreement to be given to the Transfer Agent
shall be sufficiently given if addressed to the Transfer Agent
and mailed or delivered to:
BMA Tower
700 Karnes Blvd.
Kansas City, MO 64108
or at such other place as the Transfer Agent may from time to
time designate in writing.
4. This Agreement may not be amended or modified in any
manner except by a written agreement executed by both parties
with the formality of this Agreement.
5. This Agreement shall extend to and shall be binding
upon the parties hereto, and their respective successors and
assigns.
6. This Agreement shall be governed by and construed in
accordance with the laws of the State of Missouri.
7. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original,
but such counterparts shall, together, constitute only one
instrument.
8. The provisions of this Agreement are intended to
benefit only the Transfer Agent and the Fund, and no rights shall
be granted to any other person by virtue of this Agreement.
9. (a) The Transfer Agent shall endeavor to assist in
resolving shareholder inquiries and errors relating to the
period during which prior transfer agents acted as such for
the Fund. Any such inquiries or errors which cannot be
expediently resolved by the Transfer Agent will be referred
to the Fund.
(b) The Transfer Agent shall only be responsible for
the safekeeping and maintenance of transfer agency records,
cancelled Share certificates and correspondence of the Fund
created or produced prior to the time of conversion which
are under its control and acknowledged in a writing to the
Fund to be in its possession. Any expenses or liabilities
incurred by the Transfer Agent as a result of shareholder
inquiries, regulatory compliance or audits related to such
records and not caused as a result of Transfer Agent's bad
faith, willful misfeasance or gross negligence shall be the
responsibility of the Fund as provided in Article VIII
herein.
[The remainder of this page intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective corporate officer,
thereunto duly authorized and their respective corporate seals to
be hereunto affixed, as of the day and year first above written.
SCOUT BOND FUND, INC.
By /s/Larry D. Armel
Name: Larry D. Armel
Title: President
[SEAL]
JONES & BABSON, INC.
Name: Martin A. Cramer
Title: Secretary
[SEAL]
TA Agmt/J&B- Scout Bond Fund, Inc.
EX99.23h8
TRANSFER AGENCY AGREEMENT
This Agreement made as of the 23rd day of February, 1999
between UMB Scout Capital Preservation Fund, Inc., a Maryland
corporation (the "Fund"), and Jones & Babson, Inc., a Missouri
corporation (the "Transfer Agent").
WITNESSETH
That in consideration of the mutual promises hereinafter set
forth, the parties hereto covenant and agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and
phrases shall have the following meanings:
1. "Approved Institution" shall mean an entity so named in
a Certificate, as hereinafter defined. From time to time, the
Fund may amend a previously delivered Certificate by delivering
to the Transfer Agent a Certificate naming an additional entity
or deleting any entity named in a previously delivered
Certificate.
2. The "Board of Directors" shall mean the Board of
Directors of the Fund.
3. "Certificate" shall mean any notice, instruction or
other instrument in writing, authorized or required by this
Agreement to be given to the Transfer Agent by the Fund which is
signed by any Officer, as hereinafter defined, and actually
received by the Transfer Agent.
4. "Custodian" shall mean the financial institution
appointed as custodian under the terms and conditions of the
Custody Agreement between the financial institution and the Fund,
or its successor(s).
5. "Fund Business Day" shall be determined as set out in
the Fund's prospectuses as shall be effective from time to time.
6. "Officer" shall be deemed to be the Fund's President,
any Vice President, Secretary, Treasurer, Controller, any
Assistant Controller, any Assistant Treasurer and any Assistant
Secretary, and any other person duly authorized by the Board of
Directors of the Fund to execute any Certificate, instruction,
notice or other instrument on behalf of the Fund, and any person
reasonably believed by the Transfer Agent to be such a person.
7. "Out-of-Pocket Expenses" means amounts reasonably
necessary and actually incurred by Transfer Agent in the
provision of Transfer Agent services or pursuant to this
Agreement for the following purposes: postage (and first class
mail insurance in connection with mailing Share certificates),
envelopes, check forms, continuous forms, forms for reports and
statements, stationery and other similar items, telephone and
telegraph charges incurred in answering inquiries from dealers or
shareholders, microfilm used to record transactions in
shareholder accounts and computer tapes used for permanent
storage of records and cost of insertion of materials in mailing
envelopes by outside firms. Any charges associated with special
or exception processing shall also be considered Out-of-Pocket
Expenses.
8. "Prospectus" shall mean the most recent Fund prospectus
actually received by the Transfer Agent from the Fund with
respect to which the Fund has indicated a registration statement
under the Securities Act of 1933, as amended, has
become effective, including the Statement of Additional
Information, incorporated by reference therein.
9. "Shares" shall mean all or any part of each class or
series of the shares of beneficial interest of the Fund or
portfolio listed in the Certificate as to which the Transfer
Agent acts as transfer agent hereunder, as may be amended from
time to time, which are authorized and/or issued by the Fund.
ARTICLE II
APPOINTMENT OF TRANSFER AGENT
1. Effective as of the date of this Agreement, the Fund
hereby constitutes and appoints the Transfer Agent as transfer
agent of all the Shares of the Fund and as dividend disbursing
agent during the period of this Agreement.
2. The Transfer Agent hereby accepts appointment as
transfer agent and dividend disbursing agent and agrees to
perform duties thereof as hereinafter set forth.
3. In connection with such appointment, the Fund upon the
request of the Transfer Agent, shall deliver the following
documents to the Transfer Agent:
(i) A copy of the Articles of Incorporation of the
Fund and all
amendments thereto certified by the Secretary of the Fund;
(ii) A copy of the By-laws of the Fund certified by the
Secretary of the
Fund;
(iii) A copy of a resolution of the Board of
Directors of the Fund
certified by the Secretary of the Fund appointing the
Transfer Agent and
authorizing the execution of this Transfer Agency Agreement;
(iv) A Certificate signed by the Secretary of the Fund
specifying: the number of authorized Shares, the number of
such authorized Shares issued, the number of such authorized
Shares issued and currently outstanding, the names and
specimen signatures of the Officers of the Fund and the name
and address of the legal counsel for the Fund;
(v) Specimen Share certificate for each or series
class of Shares in the form approved by the Board of
Directors of the Fund (and in a format compatible with the
Transfer Agent's system), together with a Certificate signed
by the Secretary of the Fund as to such approval;
(vi) Copies of the Fund's registration statement, as
amended to date, and the most recently filed Post-Effective
Amendment thereto, filed by the Fund with the Securities and
Exchange Commission under the Securities Act of 1933, as
amended, and under the Investment Company Act of 1940, as
amended, together with any applications filed in connection
therewith; and
(vii) Opinion of counsel for the Fund with respect
to the validity of the authorized and outstanding Shares,
whether such Shares are fully paid and nonassessable and the
status of such Shares under the Securities Act of 1933, as
amended, and any other applicable federal law or regulation
(i.e., if subject to registration, that they have been
registered and that the registration statement has become
effective or, if exempt, the specific grounds therefor).
ARTICLE III
AUTHORIZATION AND ISSUANCE OF SHARES
1. If requested by the Transfer Agent, the Fund shall
deliver to the Transfer Agent the following documents on or
before the effective date of any increase or decrease in the
total number of Shares authorized to be issued:
(a) A certified copy of the amendment to the Articles
of Incorporation giving effect to such increase or decrease;
(b) In the case of an increase, an opinion of counsel
for the Fund with respect to the validity of the Shares of
the Fund and the status of such Shares under the Securities
Act of 1933, as amended, and any other applicable federal
law or regulation (i.e., if subject to registration, that
they have been registered and that the registration
statement has become effective or, if exempt, the specific
grounds therefor); and
(c) In the case of an increase, if the appointment of
the Transfer Agent was theretofore expressly limited, a
certified copy of a resolution of the Board of Directors of
the Fund increasing the authority of the Transfer Agent.
2. Prior to the issuance of any additional Shares pursuant
to stock dividends or stock splits, etc., and prior to any
reduction in the number of Shares outstanding, if requested by
the Transfer Agent, the Fund shall deliver the following
documents to the Transfer Agent:
(a) A certified copy of the resolution(s) adopted by
the Board of Directors and/or the shareholders of the Fund
authorizing such issuance of additional Shares or such
reduction, as the case may be; and
(b) An opinion of counsel for the Fund with respect
to the validity of the Shares and the status of such Shares
under the Securities Act of 1933, as amended, and any other
applicable federal law or regulation (i.e., if subject to
registration, that they have been registered and that the
registration statement has become effective, or, if exempt,
the specific grounds therefor).
ARTICLE IV
RECAPITALIZATION OR CAPITAL ADJUSTMENT
1. In the case of any negative stock split,
recapitalization or other capital adjustment requiring a change
in the form of Share certificates, the Transfer Agent will issue
Share certificates in the new form in exchange for, or upon
transfer of, outstanding Share certificates in the old form, upon
receiving:
(a) A Certificate authorizing the issuance of the
Share certificates in the new form;
(b) A certified copy of any amendment to the Articles
of Incorporation with respect to the change;
(c) Specimen Share certificates for each class of
Shares in the new form approved by the Board of Directors of
the Fund, with a Certificate signed by the Secretary of the
Fund as to such approval; and
(d) An opinion of counsel for the Fund with respect to
the validity of the Shares in the new form and the status of
such Shares under the Securities Act of 1933, as amended,
and any other applicable federal law or regulation (i.e., if
subject to registration, that the Shares have been
registered and that the registration statement has become
effective or, if exempt, the specific grounds therefor).
2. The Fund at its expense shall furnish the Transfer
Agent with a sufficient supply of blank Share certificates in the
new form and from time to time will replenish such supply upon
the request of the Transfer Agent. Such blank Share certificates
shall be compatible with the Transfer Agent's system and shall be
properly signed by facsimile or otherwise by Officers of the Fund
authorized by law or by the By-laws to sign Share certificates
and, if required, shall bear the corporate seal or facsimile
thereof. The Fund agrees to indemnify and exonerate, save and
hold the Transfer Agent harmless from and against any and all
claims or demands that may be asserted against the Transfer Agent
with respect to the genuineness of any Share certificate supplied
to the Transfer Agent pursuant to this Article.
ARTICLE V
ISSUANCE, REDEMPTION AND TRANSFER OF SHARES
1. (a) The Transfer Agent acknowledges that it has
received a copy of the Fund's Prospectus, which Prospectus
describes how sales and redemption of Shares of the Fund
shall be made, and the Transfer Agent agrees to accept
purchase orders and redemption requests with respect to
Shares on each Fund Business Day in accordance with such
Prospectus. The Fund agrees to provide the Transfer Agent
with sufficient advance notice to enable the Transfer Agent
to effect any changes in the procedures set forth in the
Prospectus regarding such purchase and redemption procedure;
provided, however, that in no event will such advance notice
be less than thirty (30) days.
(b) The Transfer Agent shall also accept with respect
to each Fund Business Day, at such times as are agreed upon
from time to time by the Transfer Agent and the Fund, a
computer tape or electronic data transmission consistent in
all respects with the Transfer Agent's record format, as
amended from time to time, which is believed by the Transfer
Agent to be furnished by or on behalf of any Approved
Institution. The Transfer Agent shall not be liable for any
losses or damages to the Fund or its shareholders in the
event that a computer tape or electronic data transmission
from an Approved Institution is unable to be processed for
any reason beyond the control of the Transfer Agent, or if
any of the information on such tape or transmission is found
to be incorrect.
2. On each Fund Business Day, the Transfer Agent shall, as
of the time at which the Fund computes the net asset value of the
Fund, issue to and redeem from the accounts specified in a
purchase order, redemption request or computer tape or electronic
data transmission, which in accordance with the Prospectus is
effective on such Fund Business Day, the appropriate number of
full and fractional Shares based on the net asset value per Share
of such Fund specified in an advice received on such Fund
Business Day from the Fund. Notwithstanding the foregoing, if a
redemption specified in a computer tape or electronic data
transmission is for a dollar value of Shares in excess of the
dollar value of uncertificated Shares in the specified account,
the Transfer Agent shall not effect such redemption in whole or
in part and shall within twenty-four (24) hours orally advise the
Approved Institution which supplied such tape of the discrepancy.
3. In connection with a reinvestment of a dividend or
distribution of Shares of the Fund, the Transfer Agent shall as
of each Fund Business Day, as specified in a Certificate or
resolution described in paragraph 1 of succeeding Article VI,
issue Shares of the Fund based on the net asset value per Share
of such Fund specified in an advice received from the Fund on
such Fund Business Day.
4. On each Fund Business Day, the Transfer Agent shall
supply the Fund with a statement specifying with respect to the
immediately preceding Fund Business Day: the total number of
Shares of the Fund (including fractional Shares) issued and
outstanding at the opening of business on such day; the total
number of Shares of the Fund sold on such day, pursuant to the
preceding paragraph 2 of this Article; the total number of Shares
of the Fund redeemed from shareholders by the Transfer Agent on
such day; the total number of Shares of the Fund, if any, sold on
such day pursuant to the preceding paragraph 3 of this Article,
and the total number of Shares of the Fund issued and
outstanding.
5. In connection with each purchase and each redemption of
Shares, the Transfer Agent shall send such statements as are
prescribed by the Federal Securities laws applicable to transfer
agents or as described in the Prospectus. If the Prospectus
indicates that certificates for Shares are available and if
specifically requested in writing by any shareholder, or if
otherwise required hereunder, the Transfer Agent will countersign
(if necessary), issue and mail to such shareholder at the address
set forth in the records of the Transfer Agent a Share
certificate for any full Share requested.
6. As of each Fund Business Day, the Transfer Agent shall
furnish the Fund with an advice setting forth the number and
dollar amount of Shares to be redeemed on such Fund Business Day
in accordance with paragraph 2 of this Article.
7. Upon receipt of a proper redemption request and moneys
paid to it by the Custodian in connection with a redemption of
Shares, the Transfer Agent shall cancel the redeemed Shares and
after making appropriate deduction for any withholding of taxes
required of it by applicable law: (a) in the case of a redemption
of Shares pursuant to a redemption described in the preceding
paragraph l(a) of this Article, make payment in accordance with
the Fund's redemption and payment procedures described in the
Prospectus; and (b) in the case of a redemption of Shares
pursuant to a computer tape or electronic data transmission
described in the preceding paragraph l(b) of this Article, make
payment by directing a federal funds wire order to the account
previously designated by the Approved Institution specified in
said computer tape or electronic data transmission.
8. The Transfer Agent shall not be required to issue any
Shares after it has received from an Officer of the Fund or from
an appropriate federal or state authority written notification
that the sale of Shares has been suspended or discontinued, and
the Transfer Agent shall be entitled to rely upon such written
notification.
9. Upon the issuance of any Shares in accordance with this
Agreement, the Transfer Agent shall not be responsible for the
payment of any original issue or other taxes required to be paid
by the Fund in connection with such issuance of any Shares.
10. The Transfer Agent shall accept a computer tape or
electronic data transmission consistent with the Transfer Agent's
record format, as amended from time to time, which is reasonably
believed by the Transfer Agent to be furnished by or on behalf of
any Approved Institution and is represented to be instructions
with respect to the transfer of Shares from one account of such
Approved Institution to another such account, and shall effect
the transfers specified in said computer tape or electronic data
transmission. The Transfer Agent shall not be liable for any
losses to the Fund or its shareholders in the event that a
computer tape or electronic data transmission from an Approved
Institution is unable to be processed for any reason beyond the
control of the Transfer Agent, or if any of the information on
such tape or transmission is found to be incorrect.
11. (a) Except as otherwise provided in subparagraph (b)
of this paragraph and in paragraph 13 of this Article,
Shares will be transferred or redeemed upon presentation to
the Transfer Agent of Share certificates or instructions
properly endorsed for transfer or redemption, accompanied by
such documents as the Transfer Agent deems necessary to
evidence the authority of the person making such transfer or
redemption, and bearing satisfactory evidence of the payment
of stock transfer taxes. In the case of small estates where
no administration is contemplated, the Transfer Agent may,
when furnished with an appropriate surety bond, and without
further approval of the Fund, transfer or redeem Shares
registered in the name of a decedent where the current
market value of the Shares being transferred does not exceed
such amount as may from time to time be prescribed by
various states. The Transfer Agent reserves the right to
refuse to transfer or redeem Shares until it is satisfied
that the endorsement on the stock certificate or
instructions is valid and genuine, and for that purpose it
will require, unless otherwise instructed by an authorized
Officer of the Fund, a guarantee of signature by an
"Eligible Guarantor Institution" as that term is defined by
SEC Rule 17Ad-15. The Transfer Agent also reserves the right
to refuse to transfer or redeem Shares until it is satisfied
that the requested transfer or redemption is legally
authorized, and it shall incur no liability for the refusal,
in good faith, to make transfers or redemptions which the
Transfer Agent, in its judgment, deems improper or
unauthorized, or until it is satisfied that there is no
basis to any claims adverse to such transfer or redemption.
The Transfer Agent may, in effecting transfers and
redemptions of Shares, rely upon those provisions of the
Uniform Act for the Simplification of Fiduciary Security
Transfers or the Uniform Commercial Code, as the same may be
amended from time to time, applicable to the transfer of
securities, and the Fund shall indemnify the Transfer Agent
for any act done or omitted by it in good faith in reliance
upon such laws. In no event will the Fund indemnify the
Transfer Agent for any act done by it as a result of willful
misfeasance, bad faith, gross negligence or reckless
disregard of its duties. The Transfer Agent shall be
entitled to accept, and shall be fully protected by the Fund
in accepting, any request from any entity to carry out any
transaction in Shares received by the Transfer Agent through
any of the various programs offered through the National
Securities Clearing Corporation ("NSCC") (including, but not
limited to, Networking and FundServ). Any such entity shall
constitute an Approved Institution as defined herein.
(b) Notwithstanding the foregoing or any other
provision contained in this Agreement to the contrary, the
Transfer Agent shall be fully protected by the Fund in not
requiring any instruments, documents, assurances,
endorsements or guarantees, including, without limitation,
any signature guarantees, in connection with a redemption or
transfer of Shares whenever the Transfer Agent reasonably
believes that requiring the same would be inconsistent with
the transfer and redemption procedures as described in the
Prospectus.
12. Notwithstanding any provision contained in this
Agreement to the contrary, the Transfer Agent shall not be
required or expected to require, as a condition to any transfer
of any Shares pursuant to paragraph 11 of this Article or any
redemption of any Shares pursuant to a computer tape or
electronic data transmission described in this Agreement, any
documents, including, without limitation, any documents of the
kind described in subparagraph (a) of paragraph 11 of this
Article, to evidence the authority of the person requesting the
transfer or redemption and/or the payment of any stock transfer
taxes, and shall be fully protected in acting in accordance with
the applicable provisions of this Article.
13. (a) As used in this Agreement, the terms "computer
tape or electronic data transmission" and "computer tape
believed by the Transfer Agent to be furnished by an
Approved Institution", shall include any tapes generated by
the Transfer Agent to reflect information believed by the
Transfer Agent to have been input by an Approved
Institution, via a remote terminal or other similar link,
into a data processing, storage or collection system, or
similar system (the "System"), located on the Transfer
Agent's premises. For purposes of paragraph 1 of this
Article, such a computer tape or electronic data
transmission shall be deemed to have been furnished at such
times as are agreed upon from time to time by the Transfer
Agent and Fund only if the information reflected thereon was
input to the System at such times as are agreed upon from
time to time by the Transfer Agent and the Fund.
(b) Nothing contained in this Agreement shall
constitute any agreement or representation by the Transfer
Agent to permit, or to agree to permit, any Approved
Institution to input information into a System.
(c) The Transfer Agent reserves the right to approve,
in advance, any Approved Institution; such approval not to
be unreasonably withheld. The Transfer Agent also reserves
the right to terminate any and all automated data
communications, at its discretion, upon a reasonable attempt
to notify the Fund when in the opinion of the Transfer Agent
continuation of such communications would jeopardize the
accuracy and/or integrity of the Fund's records on the
System.
ARTICLE VI
DIVIDENDS AND DISTRIBUTIONS
1. The Fund shall furnish to the Transfer Agent a copy of
a resolution of its Board of Directors, certified by the
Secretary or any Assistant Secretary, either: (i) setting
forth the date of the declaration of a dividend or distribution,
the date of accrual or payment, as the case may be, thereof, the
record date as of which shareholders entitled to payment, or
accrual, as the case may be, shall be determined, the amount per
Share of such dividend or distribution, the payment date on which
all previously accrued and unpaid dividends are to be paid and
the total amount, if any, payable to the Transfer Agent on such
payment date; or (ii) authorizing the declaration of dividends
and distributions on a daily or other periodic basis and
authorizing the Transfer Agent to rely on a Certificate setting
forth the information described in subsection (i) of this
paragraph.
2. Upon the mail date specified in such Certificate or
resolution, as the case may be, the Fund shall, in the case of a
cash dividend or distribution, cause the Custodian to deposit in
an account in the name of the Transfer Agent on behalf of the
Fund an amount of cash, if any, sufficient for the Transfer Agent
to make the payment, as of the mail date, specified in such
Certificate or resolution, as the case may be, to the
shareholders who were of record on the record date. The Transfer
Agent will, upon receipt of any such cash, make payment of such
cash dividends or distributions to the shareholders of record as
of the record date by: (i) mailing a check, payable to the
registered shareholder, to the address of record or dividend
mailing address; or (ii) wiring such amounts to the accounts
previously designated by an Approved Institution, as the case may
be. The Transfer Agent shall not be liable for any improper
payments made in good faith and without negligence, in accordance
with a Certificate or resolution described in the preceding
paragraph. If the Transfer Agent shall not receive from the
Custodian sufficient cash to make payments of any cash dividend
or distribution to all shareholders of the Fund as of the record
date, the Transfer Agent shall, upon notifying the Fund, withhold
payment to all shareholders of record as of the record date until
sufficient cash is provided to the Transfer Agent.
3. It is understood that the Transfer Agent shall in no
way be responsible for the determination of the rate or form of
dividends or capital gain distributions due to the shareholders.
It is expressly agreed and understood that the Transfer Agent is
not liable for any loss as a result of processing a distribution
based on information provided in the Certificate that is
incorrect. The Fund agrees to pay the Transfer Agent for any and
all costs, both direct and Out-of-Pocket Expenses, incurred in
such corrective work as necessary to remedy such error.
4. It is understood that the Transfer Agent shall file
such appropriate information returns concerning the payment of
dividend and capital gain distributions with the proper federal,
state and local authorities as are required by law to be filed by
the Fund, but shall in no way be responsible for the collection
or withholding of taxes due on such dividends or distributions
due to shareholders, except and only to the extent required by
applicable law. Anything in this Agreement to the contrary
notwithstanding, the Fund shall be solely responsible for the
accurate, complete and timely filing with the proper federal,
state and local authorities of all tax information with respect
to any Fund account maintained under Matrix Level 3 through any
of the various programs offered through the NSCC (including, but
not limited to, Networking and FundServ).
ARTICLE VII
CONCERNING THE FUND
1. The Fund represents to the Transfer Agent that:
(a) It is a corporation duly organized and existing
under the laws of the State of Maryland.
(b) It is empowered under applicable laws and by its
Articles of Incorporation and By-laws to enter into and
perform this Agreement.
(c) All requisite corporate proceedings have been
taken to authorize it to enter into and perform this
Agreement.
(d) It is an investment company registered under the
Investment Company Act of 1940, as amended.
(e) A registration statement under the Securities Act
of 1933, as amended, with respect to the Shares is
effective. The Fund shall notify the Transfer Agent if such
registration statement or any state securities registrations
have been terminated or a stop order has been entered with
respect to the Shares.
2. Each copy of the Articles of Incorporation of the Fund
and copies of all amendments thereto shall be certified by the
Secretary of State (or other appropriate official) of the state
of organization, and if such Articles of Incorporation and/or
amendments are required by law also to be filed with a county or
other officer or official body, a certificate of such filing
shall be filed with a certified copy submitted to the Transfer
Agent. Each copy of the By-laws and copies of all amendments
thereto, and copies of resolutions of the Board of Directors of
the Fund shall be certified by the Secretary of the Fund under
seal.
3. The Fund shall promptly deliver to the Transfer Agent
written notice of any change in the Officers authorized to sign
Share certificates, notifications or requests, together with a
specimen signature of each new Officer. In the event any Officer
who shall have signed manually or whose facsimile signature shall
have been affixed to blank Share certificates shall die, resign
or be removed prior to issuance of such Share certificates, the
Transfer Agent may issue such Share certificates of the Fund
notwithstanding such death, resignation or removal, and the Fund
shall promptly deliver to the Transfer Agent such approval,
adoption or ratification as may be required by law.
4. It shall be the sole responsibility of the Fund to
deliver to the Transfer Agent the Fund's currently effective
Prospectus and, for purposes of this Agreement, the Transfer
Agent shall not be deemed to have notice of any information
contained in such Prospectus until a reasonable time after it is
actually received by the Transfer Agent.
ARTICLE VIII
CONCERNING THE TRANSFER AGENT
1. The Transfer Agent represents and warrants to the Fund
that:
(a) It is a corporation duly organized and existing
under the laws of the State of Missouri.
(b) It is empowered under applicable law and by its
Articles of Incorporation and By-laws to enter into and
perform this Agreement.
(c) All requisite corporate proceedings have been
taken to authorize it to enter into and perform this
Agreement.
(d) It is duly registered as a transfer agent under
Section 17A of the Securities Exchange Act of 1934, as
amended.
2. The Transfer Agent shall not be liable and shall be
indemnified in acting upon any computer tape or electronic data
transmission, writing or document reasonably believed by it to be
genuine and to have been signed or made by an Officer of the Fund
or person designated by the Fund and shall not be held to have
any notice of any change of authority of any person until receipt
of written notice thereof from the Fund or such person. It shall
also be protected in processing Share certificates which bear the
proper countersignature of the Transfer Agent and which it
reasonably believes to bear the proper manual or facsimile
signature of the Officers of the Fund.
3. The Transfer Agent upon notice to the Fund may
establish such additional procedures, rules and regulations
governing the transfer or registration of Share certificates as
it may deem advisable and consistent with such rules and
regulations generally adopted by mutual fund transfer agents.
4. The Transfer Agent shall keep such records as it may
deem advisable and is agreeable to the Fund, but not
inconsistent with the rules and regulations of appropriate
government authorities, in particular Rules 31a-2 and 31a-3 under
the Investment Company Act of 1940, as amended. The Transfer
Agent acknowledges that such records are the property of the
Fund. The Transfer Agent may deliver to the Fund from time to
time at its discretion, for safekeeping or disposition by the
Fund in accordance with law, such records, papers, documents
accumulated in the execution of its duties as such Transfer
Agent, as the Transfer Agent may deem expedient, other than those
which the Transfer Agent is itself required to maintain pursuant
to applicable laws and regulations. The Fund shall assume all
responsibility for any failure thereafter to produce any record,
paper, cancelled Share certificate or other document so returned,
if and when required. Such records maintained by the Transfer
Agent pursuant to this paragraph 4, which have not been
previously delivered to the Fund pursuant to the foregoing
provisions of this paragraph 4, shall be considered to be the
property of the Fund, shall be made available upon request for
inspection by the Officers, employees and auditors of the Fund,
and records shall be delivered to the Fund upon request and in
any event upon the date of termination of this Agreement, as
specified in Article IX of this Agreement, in the form and manner
kept by the Transfer Agent on such date of termination or such
earlier date as may be requested by the Fund.
5. The Transfer Agent shall not be liable for any loss or
damage, including counsel fees, resulting from its actions or
omissions to act or otherwise, except for any loss or damage
arising out of its bad faith, willful misfeasance, gross
negligence or reckless disregard of its duties under this
Agreement.
6. (a) The Fund shall indemnify and exonerate, save and
hold harmless the Transfer Agent from and against any and
all claims (whether with or without basis in fact or law),
demands, expenses (including reasonable attorneys' fees) and
liabilities of any and every nature which the Transfer Agent
may sustain or incur or which may be asserted against the
Transfer Agent by any person by reason of or as a result of
any action taken or omitted to be taken by any prior
transfer agent of the Fund or as a result of any action
taken or omitted to be taken by the Transfer Agent in good
faith and without gross negligence or willful misfeasance or
in reliance upon: (i) any provision of this Agreement;
(ii) the Prospectus; (iii) any instruction or order
including, without limitation, any computer tape or
electronic data transmission reasonably believed by the
Transfer Agent to have been received from an Approved
Institution; (iv) any instrument, order or Share certificate
reasonably believed by it to be genuine and to be signed,
countersigned or executed by any duly authorized Officer of
the Fund; (v) any Certificate or other instructions of an
Officer; (vi) any opinion of legal counsel for the Fund or
the Transfer Agent; or (vii) any request by any entity to
carry out any transaction in Shares received by the Transfer
Agent through any of the various programs offered through
the NSCC (including, but not limited to, Networking and
FundServ). The Fund shall indemnify and exonerate, save and
hold the Transfer Agent harmless from and against any and
all claims (whether with or without basis in fact or law),
demands, expenses (including reasonable attorneys' fees) and
liabilities of any and every nature which the Transfer Agent
may sustain or incur or which may be asserted against the
Transfer Agent by any person by reason of or as a result of
any action taken or omitted to be taken by the Transfer
Agent in good faith in connection with its appointment or in
reliance upon any law, act, regulation or any interpretation
of the same even though such law, act or regulation may
thereafter have been altered, changed, amended or repealed.
(b) The Transfer Agent shall not settle any claim,
demand, expense or liability to which it may seek indemnity
pursuant to paragraph 6(a) above (each, an "Indemnifiable
Claim") without the express written consent of an Officer of
the Fund. The Transfer Agent shall notify the Fund within
fifteen (15) days of receipt of notification of an
Indemnifiable Claim, provided that the failure by the
Transfer Agent to furnish such notification shall not impair
its right to seek indemnification from the Fund unless the
Fund is unable to adequately defend the Indemnifiable Claim
as a result of such failure, and further provided, that if
as a result of the Transfer Agent's failure to provide the
Fund with timely notice of the institution of litigation a
judgment by default is entered, prior to seeking
indemnification from the Fund the Transfer Agent, at its own
cost and expense, shall open such judgment. The Fund shall
have the right to defend any Indemnifiable Claim at its own
expense, provided that such defense shall be conducted by
counsel selected by the Fund and reasonably acceptable to
the Transfer Agent. The Transfer Agent may join in such
defense at its own expense, but to the extent that it shall
so desire the Fund shall direct such defense. The Fund shall
not settle any Indemnifiable Claim without the express
written consent
of the Transfer Agent if the Transfer Agent determines that
such settlement would have an adverse effect on the Transfer
Agent beyond the scope of this Agreement. In such event, the
Fund and the Transfer Agent shall each be responsible for
their own defense at their own cost and expense, and such
claim shall not be deemed an Indemnifiable Claim hereunder.
If the Fund shall fail or refuse to defend an Indemnifiable
Claim, the Transfer Agent may provide its own defense at the
cost and expense of the Fund. Anything in this Agreement to
the contrary notwithstanding, the Fund shall not indemnify
the Transfer Agent against any liability or expense arising
out of the Transfer Agent's willful misfeasance, bad faith,
gross negligence or reckless disregard of its duties and
obligations under this Agreement. The Transfer Agent shall
indemnify and hold the Fund harmless from and against any
and all losses, damages, costs, charges, counsel fees,
payments, expenses and liability arising out of or
attributable to any action or failure or omission to act by
the Transfer Agent as a result of the Transfer Agent's lack
of good faith, gross negligence or willful misfeasance.
7. The Transfer Agent shall not be liable to the Fund with
respect to any redemption draft on which the signature of the
drawer is forged and which the Fund's Custodian has advised the
Transfer Agent to honor the redemption (but nothing herein is
meant to impose any duties upon the Fund's Custodian); nor shall
the Transfer Agent be liable for any material alteration or
absence or forgery of any endorsement, it being understood that
the Transfer Agent's sole responsibility with respect to
inspecting redemption drafts is to use reasonable care to verify
the drawer's signature against signatures on file.
8. There shall be excluded from the consideration of
whether the Transfer Agent has breached this Agreement in any
way, any period of time, and only such period of time during
which the Transfer Agent's performance is materially affected, by
reason of circumstances beyond its control (collectively,
"Causes"), including, without limitation, mechanical breakdowns
of equipment (including any alternative power supply and
operating systems software), flood or catastrophe, acts of God,
failures of transportation, communication or power supply,
strikes, lockouts, work stoppages or other similar circumstances.
9. At any time the Transfer Agent may apply to an Officer
of the Fund for written instructions with respect to any matter
arising in connection with the Transfer Agent's duties and
obligations under this Agreement, and the Transfer Agent shall
not be liable for any action taken or permitted by it in good
faith in accordance with such written instructions. Such
application by the Transfer Agent for written instructions from
an Officer of the Fund may set forth in writing any action
proposed to be taken or omitted by the Transfer Agent with
respect to its duties or obligations under this Agreement and the
date on and/or after which such action shall be taken. The
Transfer Agent shall not be liable for any action taken or
omitted in accordance with a proposal included in any such
application on or after the date specified therein unless, prior
to taking or omitting any such action, the Transfer Agent has
received written instructions in response to such application
specifying the action to be taken or omitted. The Transfer Agent
may consult counsel of the Fund, or upon notice to the Fund, its
own counsel, at the expense of the Fund and shall be fully
protected with respect to anything done or omitted by it in good
faith in accordance with the advice or opinion of counsel to the
Fund or its own counsel.
10. The Transfer Agent may issue new Share certificates in
place of certificates represented to have been lost, stolen or
destroyed upon receiving written instructions from the
shareholder accompanied by proof of an indemnity or surety bond
issued by a recognized insurance institution specified by the
Fund or the Transfer Agent.
If the Transfer Agent receives written notification from the
shareholder or broker dealer that the certificate issued was
never received, and such notification is made within thirty (30)
days of the date of issuance, the Transfer Agent may reissue the
certificate without requiring a surety bond. The Transfer Agent
may also reissue certificates which are represented as lost,
stolen or destroyed without requiring a surety bond provided that
the notification is in writing and accompanied by an
indemnification signed on behalf of a member firm of the New York
Stock Exchange and signed by an officer of said firm with the
signature guaranteed. Notwithstanding the foregoing, the Transfer
Agent will reissue a certificate upon written authorization from
an Officer of the Fund.
11. In case of any requests or demands for the inspection
of the shareholder records of the Fund, the Transfer Agent will
endeavor to notify the Fund promptly and to secure instructions
from an Officer as to such inspection. The Transfer Agent
reserves the right, however, to exhibit the shareholder records
to any person whenever it receives an opinion from its counsel
that there is a reasonable likelihood that the Transfer Agent
will be held liable for the failure to exhibit the shareholder
records to such person; provided, however, that in connection
with any such disclosure the Transfer Agent shall promptly notify
the Fund that such disclosure has been made or is to be made.
12. At the request of an Officer of the Fund, the Transfer
Agent will address and mail such appropriate notices to
shareholders as the Fund may direct.
13. Notwithstanding any of the foregoing provisions of this
Agreement, the Transfer Agent shall be under no duty or
obligation to inquire into, and shall not be liable for:
(a) The legality of the issue or sale of any Shares,
the sufficiency of the amount to be received therefor, or
the authority of the Approved Institution or of the Fund, as
the case may be, to request such sale or issuance;
(b) The legality of a transfer of Shares, or of a
redemption of any Shares, the propriety of the amount to be
paid therefor, or the authority of the Approved Institution
or of the Fund, as the case may be, to request such transfer
or redemption;
(c) The legality of the declaration of any dividend by
the Fund, or the legality of the issue of any Shares in
payment of any stock dividend; or
(d) The legality of any recapitalization or
readjustment of Shares.
14. The Transfer Agent shall have no duties or
responsibilities whatsoever except such duties and
responsibilities as are specifically set forth in this Agreement,
and no covenant or obligation shall be implied in this Agreement
against the Transfer Agent.
15. Purchase and Prices of Services:
(a) The Fund will compensate the Transfer Agent for,
and Transfer Agent will provide, beginning on the execution
date of this Agreement and continuing until the termination
of this Agreement as provided hereinafter, the services set
forth in Schedule I.
(b) The current unit prices for the services are set
forth in the Schedule II (the "Schedule II Fees"). Effective
as of January 1, 1997, once in each calendar year, the
Transfer Agent may elect to raise the Schedule II Fees upon
ninety (90) days prior notice to the Fund, all subject to
the mutual agreement of the parties hereto. Notwithstanding
the annual right to raise the Schedule II Fees, the Transfer
Agent may increase prices due to changes in legal or
regulatory requirements subject to the approval of the Fund,
which approval shall not be unreasonably withheld.
16. Billing and Payment:
(a) The Transfer Agent shall bill the Fund monthly in
arrears for accounts maintained and Out-of-Pocket Expenses.
The Transfer Agent may from time to time request that the
Fund advance estimated expenditures of an unusual nature
subject to reconciliation of actual expenses as soon as
practicable thereafter.
(b) The Fund shall pay the Transfer Agent in
immediately available funds at UMB Bank, n.a. in Kansas
City, Missouri within thirty (30) days of the date of the
bill. Any amounts due under this Agreement which are not
paid within said thirty (30) day period shall bear interest
at the rate of one and one-half percent (l 1/2%) per month
from such date until paid in full.
ARTICLE IX
TERMINATION
Either of the parties hereto may terminate this Agreement by
giving to the other party a notice in writing specifying the date
of such termination, which shall be not less than sixty (60) days
after the date of receipt of such notice. In the event such
notice is given by the Fund, it shall be accompanied by a copy of
a resolution of the Board of Directors of the Fund, certified by
the Secretary or any Assistant Secretary, electing to terminate
this Agreement and designating the successor transfer agent or
transfer agents. In the event such notice is given by the
Transfer Agent, the Fund shall on or before the termination date,
deliver to the Transfer Agent a copy of a resolution of its Board
of Directors, certified by the Secretary or any Assistant
Secretary, designating a successor transfer agent or transfer
agents. In the absence of such designation by the Fund, the Fund
shall upon the date specified in the notice of termination of
this Agreement and delivery of the records maintained hereunder,
be deemed to be its own transfer agent and the Transfer Agent
shall thereby be relieved of all duties and responsibilities
pursuant to this Agreement.
In the event this Agreement is terminated as provided
herein, the Transfer Agent, upon the written request of the Fund,
shall deliver the records of the Fund on electromagnetic media to
the Fund or its successor transfer agent. The Fund shall be
responsible to the Transfer Agent for the reasonable costs and
expenses associated with the preparation and delivery of such
media.
ARTICLE X
MISCELLANEOUS
1 The Fund agrees that prior to effecting any change in
the Prospectus which would increase or alter the duties and
obligations of the Transfer Agent hereunder, it shall advise the
Transfer Agent of such proposed change at least thirty (30) days
prior to the intended date of the same, and shall proceed with
such change only if it shall have received the written consent of
the Transfer Agent thereto, which shall not be unreasonably
withheld.
2. Any notice or other instrument in writing, authorized
or required by this Agreement to be given to the Fund shall be
sufficiently given if addressed to the Fund and mailed or
delivered to it at:
BMA Tower
700 Karnes Blvd.
Kansas City, MO 64108
or at such other place as the Fund may from time to time
designate in writing.
3. Any notice or other instrument in writing, authorized
or required by this Agreement to be given to the Transfer Agent
shall be sufficiently given if addressed to the Transfer Agent
and mailed or delivered to:
BMA Tower
700 Karnes Blvd.
Kansas City, MO 64108
or at such other place as the Transfer Agent may from time to
time designate in writing.
4. This Agreement may not be amended or modified in any
manner except by a written agreement executed by both parties
with the formality of this Agreement.
5. This Agreement shall extend to and shall be binding
upon the parties hereto, and their respective successors and
assigns.
6. This Agreement shall be governed by and construed in
accordance with the laws of the State of Missouri.
7. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original,
but such counterparts shall, together, constitute only one
instrument.
8. The provisions of this Agreement are intended to
benefit only the Transfer Agent and the Fund, and no rights shall
be granted to any other person by virtue of this Agreement.
9. (a) The Transfer Agent shall endeavor to assist in
resolving shareholder inquiries and errors relating to the
period during which prior transfer agents acted as such for
the Fund. Any such inquiries or errors which cannot be
expediently resolved by the Transfer Agent will be referred
to the Fund.
(b) The Transfer Agent shall only be responsible for
the safekeeping and maintenance of transfer agency records,
cancelled Share certificates and correspondence of the Fund
created or produced prior to the time of conversion which
are under its control and acknowledged in a writing to the
Fund to be in its possession. Any expenses or liabilities
incurred by the Transfer Agent as a result of shareholder
inquiries, regulatory compliance or audits related to such
records and not caused as a result of Transfer Agent's bad
faith, willful misfeasance or gross negligence shall be the
responsibility of the Fund as provided in Article VIII
herein.
[The remainder of this page intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective corporate officer,
thereunto duly authorized and their respective corporate seals to
be hereunto affixed, as of the day and year first above written.
UMB SCOUT CAPITAL PRESERVATION FUND, INC.
By /s/Larry D. Armel
Name: Larry D. Armel
Title: President
[SEAL]
JONES & BABSON, INC.
Name: Martin A. Cramer
Title: Secretary
[SEAL]
TA Agmt/J&B-UMB Scout Capital Preservation Fund, Inc.
EX99.23h9
TRANSFER AGENCY AGREEMENT
This Agreement made as of the 23rd day of February, 1999
between UMB Scout Kansas Tax-Exempt Bond Fund, Inc., a Maryland
corporation (the "Fund"), and Jones & Babson, Inc., a Missouri
corporation (the "Transfer Agent").
WITNESSETH
That in consideration of the mutual promises hereinafter set
forth, the parties hereto covenant and agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and
phrases shall have the following meanings:
1. "Approved Institution" shall mean an entity so named in
a Certificate, as hereinafter defined. From time to time, the
Fund may amend a previously delivered Certificate by delivering
to the Transfer Agent a Certificate naming an additional entity
or deleting any entity named in a previously delivered
Certificate.
2. The "Board of Directors" shall mean the Board of
Directors of the Fund.
3. "Certificate" shall mean any notice, instruction or
other instrument in writing, authorized or required by this
Agreement to be given to the Transfer Agent by the Fund which is
signed by any Officer, as hereinafter defined, and actually
received by the Transfer Agent.
4. "Custodian" shall mean the financial institution
appointed as custodian under the terms and conditions of the
Custody Agreement between the financial institution and the Fund,
or its successor(s).
5. "Fund Business Day" shall be determined as set out in
the Fund's prospectuses as shall be effective from time to time.
6. "Officer" shall be deemed to be the Fund's President,
any Vice President, Secretary, Treasurer, Controller, any
Assistant Controller, any Assistant Treasurer and any Assistant
Secretary, and any other person duly authorized by the Board of
Directors of the Fund to execute any Certificate, instruction,
notice or other instrument on behalf of the Fund, and any person
reasonably believed by the Transfer Agent to be such a person.
7. "Out-of-Pocket Expenses" means amounts reasonably
necessary and actually incurred by Transfer Agent in the
provision of Transfer Agent services or pursuant to this
Agreement for the following purposes: postage (and first class
mail insurance in connection with mailing Share certificates),
envelopes, check forms, continuous forms, forms for reports and
statements, stationery and other similar items, telephone and
telegraph charges incurred in answering inquiries from dealers or
shareholders, microfilm used to record transactions in
shareholder accounts and computer tapes used for permanent
storage of records and cost of insertion of materials in mailing
envelopes by outside firms. Any charges associated with special
or exception processing shall also be considered Out-of-Pocket
Expenses.
8. "Prospectus" shall mean the most recent Fund prospectus
actually received by the Transfer Agent from the Fund with
respect to which the Fund has indicated a registration statement
under the Securities Act of 1933, as amended, has
become effective, including the Statement of Additional
Information, incorporated by reference therein.
9. "Shares" shall mean all or any part of each class or
series of the shares of beneficial interest of the Fund or
portfolio listed in the Certificate as to which the Transfer
Agent acts as transfer agent hereunder, as may be amended from
time to time, which are authorized and/or issued by the Fund.
ARTICLE II
APPOINTMENT OF TRANSFER AGENT
1. Effective as of the date of this Agreement, the Fund
hereby constitutes and appoints the Transfer Agent as transfer
agent of all the Shares of the Fund and as dividend disbursing
agent during the period of this Agreement.
2. The Transfer Agent hereby accepts appointment as
transfer agent and dividend disbursing agent and agrees to
perform duties thereof as hereinafter set forth.
3. In connection with such appointment, the Fund upon the
request of the Transfer Agent, shall deliver the following
documents to the Transfer Agent:
(i) A copy of the Articles of Incorporation of the
Fund and all
amendments thereto certified by the Secretary of the Fund;
(ii) A copy of the By-laws of the Fund certified by the
Secretary of the
Fund;
(iii) A copy of a resolution of the Board of
Directors of the Fund
certified by the Secretary of the Fund appointing the
Transfer Agent and
authorizing the execution of this Transfer Agency Agreement;
(iv) A Certificate signed by the Secretary of the Fund
specifying: the number of authorized Shares, the number of
such authorized Shares issued, the number of such authorized
Shares issued and currently outstanding, the names and
specimen signatures of the Officers of the Fund and the name
and address of the legal counsel for the Fund;
(v) Specimen Share certificate for each or series
class of Shares in the form approved by the Board of
Directors of the Fund (and in a format compatible with the
Transfer Agent's system), together with a Certificate signed
by the Secretary of the Fund as to such approval;
(vi) Copies of the Fund's registration statement, as
amended to date, and the most recently filed Post-Effective
Amendment thereto, filed by the Fund with the Securities and
Exchange Commission under the Securities Act of 1933, as
amended, and under the Investment Company Act of 1940, as
amended, together with any applications filed in connection
therewith; and
(vii) Opinion of counsel for the Fund with respect
to the validity of the authorized and outstanding Shares,
whether such Shares are fully paid and nonassessable and the
status of such Shares under the Securities Act of 1933, as
amended, and any other applicable federal law or regulation
(i.e., if subject to registration, that they have been
registered and that the registration statement has become
effective or, if exempt, the specific grounds therefor).
ARTICLE III
AUTHORIZATION AND ISSUANCE OF SHARES
1. If requested by the Transfer Agent, the Fund shall
deliver to the Transfer Agent the following documents on or
before the effective date of any increase or decrease in the
total number of Shares authorized to be issued:
(a) A certified copy of the amendment to the Articles
of Incorporation giving effect to such increase or decrease;
(b) In the case of an increase, an opinion of counsel
for the Fund with respect to the validity of the Shares of
the Fund and the status of such Shares under the Securities
Act of 1933, as amended, and any other applicable federal
law or regulation (i.e., if subject to registration, that
they have been registered and that the registration
statement has become effective or, if exempt, the specific
grounds therefor); and
(c) In the case of an increase, if the appointment of
the Transfer Agent was theretofore expressly limited, a
certified copy of a resolution of the Board of Directors of
the Fund increasing the authority of the Transfer Agent.
2. Prior to the issuance of any additional Shares pursuant
to stock dividends or stock splits, etc., and prior to any
reduction in the number of Shares outstanding, if requested by
the Transfer Agent, the Fund shall deliver the following
documents to the Transfer Agent:
(a) A certified copy of the resolution(s) adopted by
the Board of Directors and/or the shareholders of the Fund
authorizing such issuance of additional Shares or such
reduction, as the case may be; and
(b) An opinion of counsel for the Fund with respect
to the validity of the Shares and the status of such Shares
under the Securities Act of 1933, as amended, and any other
applicable federal law or regulation (i.e., if subject to
registration, that they have been registered and that the
registration statement has become effective, or, if exempt,
the specific grounds therefor).
ARTICLE IV
RECAPITALIZATION OR CAPITAL ADJUSTMENT
1. In the case of any negative stock split,
recapitalization or other capital adjustment requiring a change
in the form of Share certificates, the Transfer Agent will issue
Share certificates in the new form in exchange for, or upon
transfer of, outstanding Share certificates in the old form, upon
receiving:
(a) A Certificate authorizing the issuance of the
Share certificates in the new form;
(b) A certified copy of any amendment to the Articles
of Incorporation with respect to the change;
(c) Specimen Share certificates for each class of
Shares in the new form approved by the Board of Directors of
the Fund, with a Certificate signed by the Secretary of the
Fund as to such approval; and
(d) An opinion of counsel for the Fund with respect to
the validity of the Shares in the new form and the status of
such Shares under the Securities Act of 1933, as amended,
and any other applicable federal law or regulation (i.e., if
subject to registration, that the Shares have been
registered and that the registration statement has become
effective or, if exempt, the specific grounds therefor).
2. The Fund at its expense shall furnish the Transfer
Agent with a sufficient supply of blank Share certificates in the
new form and from time to time will replenish such supply upon
the request of the Transfer Agent. Such blank Share certificates
shall be compatible with the Transfer Agent's system and shall be
properly signed by facsimile or otherwise by Officers of the Fund
authorized by law or by the By-laws to sign Share certificates
and, if required, shall bear the corporate seal or facsimile
thereof. The Fund agrees to indemnify and exonerate, save and
hold the Transfer Agent harmless from and against any and all
claims or demands that may be asserted against the Transfer Agent
with respect to the genuineness of any Share certificate supplied
to the Transfer Agent pursuant to this Article.
ARTICLE V
ISSUANCE, REDEMPTION AND TRANSFER OF SHARES
1. (a) The Transfer Agent acknowledges that it has
received a copy of the Fund's Prospectus, which Prospectus
describes how sales and redemption of Shares of the Fund
shall be made, and the Transfer Agent agrees to accept
purchase orders and redemption requests with respect to
Shares on each Fund Business Day in accordance with such
Prospectus. The Fund agrees to provide the Transfer Agent
with sufficient advance notice to enable the Transfer Agent
to effect any changes in the procedures set forth in the
Prospectus regarding such purchase and redemption procedure;
provided, however, that in no event will such advance notice
be less than thirty (30) days.
(b) The Transfer Agent shall also accept with respect
to each Fund Business Day, at such times as are agreed upon
from time to time by the Transfer Agent and the Fund, a
computer tape or electronic data transmission consistent in
all respects with the Transfer Agent's record format, as
amended from time to time, which is believed by the Transfer
Agent to be furnished by or on behalf of any Approved
Institution. The Transfer Agent shall not be liable for any
losses or damages to the Fund or its shareholders in the
event that a computer tape or electronic data transmission
from an Approved Institution is unable to be processed for
any reason beyond the control of the Transfer Agent, or if
any of the information on such tape or transmission is found
to be incorrect.
2. On each Fund Business Day, the Transfer Agent shall, as
of the time at which the Fund computes the net asset value of the
Fund, issue to and redeem from the accounts specified in a
purchase order, redemption request or computer tape or electronic
data transmission, which in accordance with the Prospectus is
effective on such Fund Business Day, the appropriate number of
full and fractional Shares based on the net asset value per Share
of such Fund specified in an advice received on such Fund
Business Day from the Fund. Notwithstanding the foregoing, if a
redemption specified in a computer tape or electronic data
transmission is for a dollar value of Shares in excess of the
dollar value of uncertificated Shares in the specified account,
the Transfer Agent shall not effect such redemption in whole or
in part and shall within twenty-four (24) hours orally advise the
Approved Institution which supplied such tape of the discrepancy.
3. In connection with a reinvestment of a dividend or
distribution of Shares of the Fund, the Transfer Agent shall as
of each Fund Business Day, as specified in a Certificate or
resolution described in paragraph 1 of succeeding Article VI,
issue Shares of the Fund based on the net asset value per Share
of such Fund specified in an advice received from the Fund on
such Fund Business Day.
4. On each Fund Business Day, the Transfer Agent shall
supply the Fund with a statement specifying with respect to the
immediately preceding Fund Business Day: the total number of
Shares of the Fund (including fractional Shares) issued and
outstanding at the opening of business on such day; the total
number of Shares of the Fund sold on such day, pursuant to the
preceding paragraph 2 of this Article; the total number of Shares
of the Fund redeemed from shareholders by the Transfer Agent on
such day; the total number of Shares of the Fund, if any, sold on
such day pursuant to the preceding paragraph 3 of this Article,
and the total number of Shares of the Fund issued and
outstanding.
5. In connection with each purchase and each redemption of
Shares, the Transfer Agent shall send such statements as are
prescribed by the Federal Securities laws applicable to transfer
agents or as described in the Prospectus. If the Prospectus
indicates that certificates for Shares are available and if
specifically requested in writing by any shareholder, or if
otherwise required hereunder, the Transfer Agent will countersign
(if necessary), issue and mail to such shareholder at the address
set forth in the records of the Transfer Agent a Share
certificate for any full Share requested.
6. As of each Fund Business Day, the Transfer Agent shall
furnish the Fund with an advice setting forth the number and
dollar amount of Shares to be redeemed on such Fund Business Day
in accordance with paragraph 2 of this Article.
7. Upon receipt of a proper redemption request and moneys
paid to it by the Custodian in connection with a redemption of
Shares, the Transfer Agent shall cancel the redeemed Shares and
after making appropriate deduction for any withholding of taxes
required of it by applicable law: (a) in the case of a redemption
of Shares pursuant to a redemption described in the preceding
paragraph l(a) of this Article, make payment in accordance with
the Fund's redemption and payment procedures described in the
Prospectus; and (b) in the case of a redemption of Shares
pursuant to a computer tape or electronic data transmission
described in the preceding paragraph l(b) of this Article, make
payment by directing a federal funds wire order to the account
previously designated by the Approved Institution specified in
said computer tape or electronic data transmission.
8. The Transfer Agent shall not be required to issue any
Shares after it has received from an Officer of the Fund or from
an appropriate federal or state authority written notification
that the sale of Shares has been suspended or discontinued, and
the Transfer Agent shall be entitled to rely upon such written
notification.
9. Upon the issuance of any Shares in accordance with this
Agreement, the Transfer Agent shall not be responsible for the
payment of any original issue or other taxes required to be paid
by the Fund in connection with such issuance of any Shares.
10. The Transfer Agent shall accept a computer tape or
electronic data transmission consistent with the Transfer Agent's
record format, as amended from time to time, which is reasonably
believed by the Transfer Agent to be furnished by or on behalf of
any Approved Institution and is represented to be instructions
with respect to the transfer of Shares from one account of such
Approved Institution to another such account, and shall effect
the transfers specified in said computer tape or electronic data
transmission. The Transfer Agent shall not be liable for any
losses to the Fund or its shareholders in the event that a
computer tape or electronic data transmission from an Approved
Institution is unable to be processed for any reason beyond the
control of the Transfer Agent, or if any of the information on
such tape or transmission is found to be incorrect.
11. (a) Except as otherwise provided in subparagraph (b)
of this paragraph and in paragraph 13 of this Article,
Shares will be transferred or redeemed upon presentation to
the Transfer Agent of Share certificates or instructions
properly endorsed for transfer or redemption, accompanied by
such documents as the Transfer Agent deems necessary to
evidence the authority of the person making such transfer or
redemption, and bearing satisfactory evidence of the payment
of stock transfer taxes. In the case of small estates where
no administration is contemplated, the Transfer Agent may,
when furnished with an appropriate surety bond, and without
further approval of the Fund, transfer or redeem Shares
registered in the name of a decedent where the current
market value of the Shares being transferred does not exceed
such amount as may from time to time be prescribed by
various states. The Transfer Agent reserves the right to
refuse to transfer or redeem Shares until it is satisfied
that the endorsement on the stock certificate or
instructions is valid and genuine, and for that purpose it
will require, unless otherwise instructed by an authorized
Officer of the Fund, a guarantee of signature by an
"Eligible Guarantor Institution" as that term is defined by
SEC Rule 17Ad-15. The Transfer Agent also reserves the right
to refuse to transfer or redeem Shares until it is satisfied
that the requested transfer or redemption is legally
authorized, and it shall incur no liability for the refusal,
in good faith, to make transfers or redemptions which the
Transfer Agent, in its judgment, deems improper or
unauthorized, or until it is satisfied that there is no
basis to any claims adverse to such transfer or redemption.
The Transfer Agent may, in effecting transfers and
redemptions of Shares, rely upon those provisions of the
Uniform Act for the Simplification of Fiduciary Security
Transfers or the Uniform Commercial Code, as the same may be
amended from time to time, applicable to the transfer of
securities, and the Fund shall indemnify the Transfer Agent
for any act done or omitted by it in good faith in reliance
upon such laws. In no event will the Fund indemnify the
Transfer Agent for any act done by it as a result of willful
misfeasance, bad faith, gross negligence or reckless
disregard of its duties. The Transfer Agent shall be
entitled to accept, and shall be fully protected by the Fund
in accepting, any request from any entity to carry out any
transaction in Shares received by the Transfer Agent through
any of the various programs offered through the National
Securities Clearing Corporation ("NSCC") (including, but not
limited to, Networking and FundServ). Any such entity shall
constitute an Approved Institution as defined herein.
(b) Notwithstanding the foregoing or any other
provision contained in this Agreement to the contrary, the
Transfer Agent shall be fully protected by the Fund in not
requiring any instruments, documents, assurances,
endorsements or guarantees, including, without limitation,
any signature guarantees, in connection with a redemption or
transfer of Shares whenever the Transfer Agent reasonably
believes that requiring the same would be inconsistent with
the transfer and redemption procedures as described in the
Prospectus.
12. Notwithstanding any provision contained in this
Agreement to the contrary, the Transfer Agent shall not be
required or expected to require, as a condition to any transfer
of any Shares pursuant to paragraph 11 of this Article or any
redemption of any Shares pursuant to a computer tape or
electronic data transmission described in this Agreement, any
documents, including, without limitation, any documents of the
kind described in subparagraph (a) of paragraph 11 of this
Article, to evidence the authority of the person requesting the
transfer or redemption and/or the payment of any stock transfer
taxes, and shall be fully protected in acting in accordance with
the applicable provisions of this Article.
13. (a) As used in this Agreement, the terms "computer
tape or electronic data transmission" and "computer tape
believed by the Transfer Agent to be furnished by an
Approved Institution", shall include any tapes generated by
the Transfer Agent to reflect information believed by the
Transfer Agent to have been input by an Approved
Institution, via a remote terminal or other similar link,
into a data processing, storage or collection system, or
similar system (the "System"), located on the Transfer
Agent's premises. For purposes of paragraph 1 of this
Article, such a computer tape or electronic data
transmission shall be deemed to have been furnished at such
times as are agreed upon from time to time by the Transfer
Agent and Fund only if the information reflected thereon was
input to the System at such times as are agreed upon from
time to time by the Transfer Agent and the Fund.
(b) Nothing contained in this Agreement shall
constitute any agreement or representation by the Transfer
Agent to permit, or to agree to permit, any Approved
Institution to input information into a System.
(c) The Transfer Agent reserves the right to approve,
in advance, any Approved Institution; such approval not to
be unreasonably withheld. The Transfer Agent also reserves
the right to terminate any and all automated data
communications, at its discretion, upon a reasonable attempt
to notify the Fund when in the opinion of the Transfer Agent
continuation of such communications would jeopardize the
accuracy and/or integrity of the Fund's records on the
System.
ARTICLE VI
DIVIDENDS AND DISTRIBUTIONS
1. The Fund shall furnish to the Transfer Agent a copy of
a resolution of its Board of Directors, certified by the
Secretary or any Assistant Secretary, either: (i) setting
forth the date of the declaration of a dividend or distribution,
the date of accrual or payment, as the case may be, thereof, the
record date as of which shareholders entitled to payment, or
accrual, as the case may be, shall be determined, the amount per
Share of such dividend or distribution, the payment date on which
all previously accrued and unpaid dividends are to be paid and
the total amount, if any, payable to the Transfer Agent on such
payment date; or (ii) authorizing the declaration of dividends
and distributions on a daily or other periodic basis and
authorizing the Transfer Agent to rely on a Certificate setting
forth the information described in subsection (i) of this
paragraph.
2. Upon the mail date specified in such Certificate or
resolution, as the case may be, the Fund shall, in the case of a
cash dividend or distribution, cause the Custodian to deposit in
an account in the name of the Transfer Agent on behalf of the
Fund an amount of cash, if any, sufficient for the Transfer Agent
to make the payment, as of the mail date, specified in such
Certificate or resolution, as the case may be, to the
shareholders who were of record on the record date. The Transfer
Agent will, upon receipt of any such cash, make payment of such
cash dividends or distributions to the shareholders of record as
of the record date by: (i) mailing a check, payable to the
registered shareholder, to the address of record or dividend
mailing address; or (ii) wiring such amounts to the accounts
previously designated by an Approved Institution, as the case may
be. The Transfer Agent shall not be liable for any improper
payments made in good faith and without negligence, in accordance
with a Certificate or resolution described in the preceding
paragraph. If the Transfer Agent shall not receive from the
Custodian sufficient cash to make payments of any cash dividend
or distribution to all shareholders of the Fund as of the record
date, the Transfer Agent shall, upon notifying the Fund, withhold
payment to all shareholders of record as of the record date until
sufficient cash is provided to the Transfer Agent.
3. It is understood that the Transfer Agent shall in no
way be responsible for the determination of the rate or form of
dividends or capital gain distributions due to the shareholders.
It is expressly agreed and understood that the Transfer Agent is
not liable for any loss as a result of processing a distribution
based on information provided in the Certificate that is
incorrect. The Fund agrees to pay the Transfer Agent for any and
all costs, both direct and Out-of-Pocket Expenses, incurred in
such corrective work as necessary to remedy such error.
4. It is understood that the Transfer Agent shall file
such appropriate information returns concerning the payment of
dividend and capital gain distributions with the proper federal,
state and local authorities as are required by law to be filed by
the Fund, but shall in no way be responsible for the collection
or withholding of taxes due on such dividends or distributions
due to shareholders, except and only to the extent required by
applicable law. Anything in this Agreement to the contrary
notwithstanding, the Fund shall be solely responsible for the
accurate, complete and timely filing with the proper federal,
state and local authorities of all tax information with respect
to any Fund account maintained under Matrix Level 3 through any
of the various programs offered through the NSCC (including, but
not limited to, Networking and FundServ).
ARTICLE VII
CONCERNING THE FUND
1. The Fund represents to the Transfer Agent that:
(a) It is a corporation duly organized and existing
under the laws of the State of Maryland.
(b) It is empowered under applicable laws and by its
Articles of Incorporation and By-laws to enter into and
perform this Agreement.
(c) All requisite corporate proceedings have been
taken to authorize it to enter into and perform this
Agreement.
(d) It is an investment company registered under the
Investment Company Act of 1940, as amended.
(e) A registration statement under the Securities Act
of 1933, as amended, with respect to the Shares is
effective. The Fund shall notify the Transfer Agent if such
registration statement or any state securities registrations
have been terminated or a stop order has been entered with
respect to the Shares.
2. Each copy of the Articles of Incorporation of the Fund
and copies of all amendments thereto shall be certified by the
Secretary of State (or other appropriate official) of the state
of organization, and if such Articles of Incorporation and/or
amendments are required by law also to be filed with a county or
other officer or official body, a certificate of such filing
shall be filed with a certified copy submitted to the Transfer
Agent. Each copy of the By-laws and copies of all amendments
thereto, and copies of resolutions of the Board of Directors of
the Fund shall be certified by the Secretary of the Fund under
seal.
3. The Fund shall promptly deliver to the Transfer Agent
written notice of any change in the Officers authorized to sign
Share certificates, notifications or requests, together with a
specimen signature of each new Officer. In the event any Officer
who shall have signed manually or whose facsimile signature shall
have been affixed to blank Share certificates shall die, resign
or be removed prior to issuance of such Share certificates, the
Transfer Agent may issue such Share certificates of the Fund
notwithstanding such death, resignation or removal, and the Fund
shall promptly deliver to the Transfer Agent such approval,
adoption or ratification as may be required by law.
4. It shall be the sole responsibility of the Fund to
deliver to the Transfer Agent the Fund's currently effective
Prospectus and, for purposes of this Agreement, the Transfer
Agent shall not be deemed to have notice of any information
contained in such Prospectus until a reasonable time after it is
actually received by the Transfer Agent.
ARTICLE VIII
CONCERNING THE TRANSFER AGENT
1. The Transfer Agent represents and warrants to the Fund
that:
(a) It is a corporation duly organized and existing
under the laws of the State of Missouri.
(b) It is empowered under applicable law and by its
Articles of Incorporation and By-laws to enter into and
perform this Agreement.
(c) All requisite corporate proceedings have been
taken to authorize it to enter into and perform this
Agreement.
(d) It is duly registered as a transfer agent under
Section 17A of the Securities Exchange Act of 1934, as
amended.
2. The Transfer Agent shall not be liable and shall be
indemnified in acting upon any computer tape or electronic data
transmission, writing or document reasonably believed by it to be
genuine and to have been signed or made by an Officer of the Fund
or person designated by the Fund and shall not be held to have
any notice of any change of authority of any person until receipt
of written notice thereof from the Fund or such person. It shall
also be protected in processing Share certificates which bear the
proper countersignature of the Transfer Agent and which it
reasonably believes to bear the proper manual or facsimile
signature of the Officers of the Fund.
3. The Transfer Agent upon notice to the Fund may
establish such additional procedures, rules and regulations
governing the transfer or registration of Share certificates as
it may deem advisable and consistent with such rules and
regulations generally adopted by mutual fund transfer agents.
4. The Transfer Agent shall keep such records as it may
deem advisable and is agreeable to the Fund, but not
inconsistent with the rules and regulations of appropriate
government authorities, in particular Rules 31a-2 and 31a-3 under
the Investment Company Act of 1940, as amended. The Transfer
Agent acknowledges that such records are the property of the
Fund. The Transfer Agent may deliver to the Fund from time to
time at its discretion, for safekeeping or disposition by the
Fund in accordance with law, such records, papers, documents
accumulated in the execution of its duties as such Transfer
Agent, as the Transfer Agent may deem expedient, other than those
which the Transfer Agent is itself required to maintain pursuant
to applicable laws and regulations. The Fund shall assume all
responsibility for any failure thereafter to produce any record,
paper, cancelled Share certificate or other document so returned,
if and when required. Such records maintained by the Transfer
Agent pursuant to this paragraph 4, which have not been
previously delivered to the Fund pursuant to the foregoing
provisions of this paragraph 4, shall be considered to be the
property of the Fund, shall be made available upon request for
inspection by the Officers, employees and auditors of the Fund,
and records shall be delivered to the Fund upon request and in
any event upon the date of termination of this Agreement, as
specified in Article IX of this Agreement, in the form and manner
kept by the Transfer Agent on such date of termination or such
earlier date as may be requested by the Fund.
5. The Transfer Agent shall not be liable for any loss or
damage, including counsel fees, resulting from its actions or
omissions to act or otherwise, except for any loss or damage
arising out of its bad faith, willful misfeasance, gross
negligence or reckless disregard of its duties under this
Agreement.
6. (a) The Fund shall indemnify and exonerate, save and
hold harmless the Transfer Agent from and against any and
all claims (whether with or without basis in fact or law),
demands, expenses (including reasonable attorneys' fees) and
liabilities of any and every nature which the Transfer Agent
may sustain or incur or which may be asserted against the
Transfer Agent by any person by reason of or as a result of
any action taken or omitted to be taken by any prior
transfer agent of the Fund or as a result of any action
taken or omitted to be taken by the Transfer Agent in good
faith and without gross negligence or willful misfeasance or
in reliance upon: (i) any provision of this Agreement;
(ii) the Prospectus; (iii) any instruction or order
including, without limitation, any computer tape or
electronic data transmission reasonably believed by the
Transfer Agent to have been received from an Approved
Institution; (iv) any instrument, order or Share certificate
reasonably believed by it to be genuine and to be signed,
countersigned or executed by any duly authorized Officer of
the Fund; (v) any Certificate or other instructions of an
Officer; (vi) any opinion of legal counsel for the Fund or
the Transfer Agent; or (vii) any request by any entity to
carry out any transaction in Shares received by the Transfer
Agent through any of the various programs offered through
the NSCC (including, but not limited to, Networking and
FundServ). The Fund shall indemnify and exonerate, save and
hold the Transfer Agent harmless from and against any and
all claims (whether with or without basis in fact or law),
demands, expenses (including reasonable attorneys' fees) and
liabilities of any and every nature which the Transfer Agent
may sustain or incur or which may be asserted against the
Transfer Agent by any person by reason of or as a result of
any action taken or omitted to be taken by the Transfer
Agent in good faith in connection with its appointment or in
reliance upon any law, act, regulation or any interpretation
of the same even though such law, act or regulation may
thereafter have been altered, changed, amended or repealed.
(b) The Transfer Agent shall not settle any claim,
demand, expense or liability to which it may seek indemnity
pursuant to paragraph 6(a) above (each, an "Indemnifiable
Claim") without the express written consent of an Officer of
the Fund. The Transfer Agent shall notify the Fund within
fifteen (15) days of receipt of notification of an
Indemnifiable Claim, provided that the failure by the
Transfer Agent to furnish such notification shall not impair
its right to seek indemnification from the Fund unless the
Fund is unable to adequately defend the Indemnifiable Claim
as a result of such failure, and further provided, that if
as a result of the Transfer Agent's failure to provide the
Fund with timely notice of the institution of litigation a
judgment by default is entered, prior to seeking
indemnification from the Fund the Transfer Agent, at its own
cost and expense, shall open such judgment. The Fund shall
have the right to defend any Indemnifiable Claim at its own
expense, provided that such defense shall be conducted by
counsel selected by the Fund and reasonably acceptable to
the Transfer Agent. The Transfer Agent may join in such
defense at its own expense, but to the extent that it shall
so desire the Fund shall direct such defense. The Fund shall
not settle any Indemnifiable Claim without the express
written consent
of the Transfer Agent if the Transfer Agent determines that
such settlement would have an adverse effect on the Transfer
Agent beyond the scope of this Agreement. In such event, the
Fund and the Transfer Agent shall each be responsible for
their own defense at their own cost and expense, and such
claim shall not be deemed an Indemnifiable Claim hereunder.
If the Fund shall fail or refuse to defend an Indemnifiable
Claim, the Transfer Agent may provide its own defense at the
cost and expense of the Fund. Anything in this Agreement to
the contrary notwithstanding, the Fund shall not indemnify
the Transfer Agent against any liability or expense arising
out of the Transfer Agent's willful misfeasance, bad faith,
gross negligence or reckless disregard of its duties and
obligations under this Agreement. The Transfer Agent shall
indemnify and hold the Fund harmless from and against any
and all losses, damages, costs, charges, counsel fees,
payments, expenses and liability arising out of or
attributable to any action or failure or omission to act by
the Transfer Agent as a result of the Transfer Agent's lack
of good faith, gross negligence or willful misfeasance.
7. The Transfer Agent shall not be liable to the Fund with
respect to any redemption draft on which the signature of the
drawer is forged and which the Fund's Custodian has advised the
Transfer Agent to honor the redemption (but nothing herein is
meant to impose any duties upon the Fund's Custodian); nor shall
the Transfer Agent be liable for any material alteration or
absence or forgery of any endorsement, it being understood that
the Transfer Agent's sole responsibility with respect to
inspecting redemption drafts is to use reasonable care to verify
the drawer's signature against signatures on file.
8. There shall be excluded from the consideration of
whether the Transfer Agent has breached this Agreement in any
way, any period of time, and only such period of time during
which the Transfer Agent's performance is materially affected, by
reason of circumstances beyond its control (collectively,
"Causes"), including, without limitation, mechanical breakdowns
of equipment (including any alternative power supply and
operating systems software), flood or catastrophe, acts of God,
failures of transportation, communication or power supply,
strikes, lockouts, work stoppages or other similar circumstances.
9. At any time the Transfer Agent may apply to an Officer
of the Fund for written instructions with respect to any matter
arising in connection with the Transfer Agent's duties and
obligations under this Agreement, and the Transfer Agent shall
not be liable for any action taken or permitted by it in good
faith in accordance with such written instructions. Such
application by the Transfer Agent for written instructions from
an Officer of the Fund may set forth in writing any action
proposed to be taken or omitted by the Transfer Agent with
respect to its duties or obligations under this Agreement and the
date on and/or after which such action shall be taken. The
Transfer Agent shall not be liable for any action taken or
omitted in accordance with a proposal included in any such
application on or after the date specified therein unless, prior
to taking or omitting any such action, the Transfer Agent has
received written instructions in response to such application
specifying the action to be taken or omitted. The Transfer Agent
may consult counsel of the Fund, or upon notice to the Fund, its
own counsel, at the expense of the Fund and shall be fully
protected with respect to anything done or omitted by it in good
faith in accordance with the advice or opinion of counsel to the
Fund or its own counsel.
10. The Transfer Agent may issue new Share certificates in
place of certificates represented to have been lost, stolen or
destroyed upon receiving written instructions from the
shareholder accompanied by proof of an indemnity or surety bond
issued by a recognized insurance institution specified by the
Fund or the Transfer Agent.
If the Transfer Agent receives written notification from the
shareholder or broker dealer that the certificate issued was
never received, and such notification is made within thirty (30)
days of the date of issuance, the Transfer Agent may reissue the
certificate without requiring a surety bond. The Transfer Agent
may also reissue certificates which are represented as lost,
stolen or destroyed without requiring a surety bond provided that
the notification is in writing and accompanied by an
indemnification signed on behalf of a member firm of the New York
Stock Exchange and signed by an officer of said firm with the
signature guaranteed. Notwithstanding the foregoing, the Transfer
Agent will reissue a certificate upon written authorization from
an Officer of the Fund.
11. In case of any requests or demands for the inspection
of the shareholder records of the Fund, the Transfer Agent will
endeavor to notify the Fund promptly and to secure instructions
from an Officer as to such inspection. The Transfer Agent
reserves the right, however, to exhibit the shareholder records
to any person whenever it receives an opinion from its counsel
that there is a reasonable likelihood that the Transfer Agent
will be held liable for the failure to exhibit the shareholder
records to such person; provided, however, that in connection
with any such disclosure the Transfer Agent shall promptly notify
the Fund that such disclosure has been made or is to be made.
12. At the request of an Officer of the Fund, the Transfer
Agent will address and mail such appropriate notices to
shareholders as the Fund may direct.
13. Notwithstanding any of the foregoing provisions of this
Agreement, the Transfer Agent shall be under no duty or
obligation to inquire into, and shall not be liable for:
(a) The legality of the issue or sale of any Shares,
the sufficiency of the amount to be received therefor, or
the authority of the Approved Institution or of the Fund, as
the case may be, to request such sale or issuance;
(b) The legality of a transfer of Shares, or of a
redemption of any Shares, the propriety of the amount to be
paid therefor, or the authority of the Approved Institution
or of the Fund, as the case may be, to request such transfer
or redemption;
(c) The legality of the declaration of any dividend by
the Fund, or the legality of the issue of any Shares in
payment of any stock dividend; or
(d) The legality of any recapitalization or
readjustment of Shares.
14. The Transfer Agent shall have no duties or
responsibilities whatsoever except such duties and
responsibilities as are specifically set forth in this Agreement,
and no covenant or obligation shall be implied in this Agreement
against the Transfer Agent.
15. Purchase and Prices of Services:
(a) The Fund will compensate the Transfer Agent for,
and Transfer Agent will provide, beginning on the execution
date of this Agreement and continuing until the termination
of this Agreement as provided hereinafter, the services set
forth in Schedule I.
(b) The current unit prices for the services are set
forth in the Schedule II (the "Schedule II Fees"). Effective
as of January 1, 1997, once in each calendar year, the
Transfer Agent may elect to raise the Schedule II Fees upon
ninety (90) days prior notice to the Fund, all subject to
the mutual agreement of the parties hereto. Notwithstanding
the annual right to raise the Schedule II Fees, the Transfer
Agent may increase prices due to changes in legal or
regulatory requirements subject to the approval of the Fund,
which approval shall not be unreasonably withheld.
16. Billing and Payment:
(a) The Transfer Agent shall bill the Fund monthly in
arrears for accounts maintained and Out-of-Pocket Expenses.
The Transfer Agent may from time to time request that the
Fund advance estimated expenditures of an unusual nature
subject to reconciliation of actual expenses as soon as
practicable thereafter.
(b) The Fund shall pay the Transfer Agent in
immediately available funds at UMB Bank, n.a. in Kansas
City, Missouri within thirty (30) days of the date of the
bill. Any amounts due under this Agreement which are not
paid within said thirty (30) day period shall bear interest
at the rate of one and one-half percent (l 1/2%) per month
from such date until paid in full.
ARTICLE IX
TERMINATION
Either of the parties hereto may terminate this Agreement by
giving to the other party a notice in writing specifying the date
of such termination, which shall be not less than sixty (60) days
after the date of receipt of such notice. In the event such
notice is given by the Fund, it shall be accompanied by a copy of
a resolution of the Board of Directors of the Fund, certified by
the Secretary or any Assistant Secretary, electing to terminate
this Agreement and designating the successor transfer agent or
transfer agents. In the event such notice is given by the
Transfer Agent, the Fund shall on or before the termination date,
deliver to the Transfer Agent a copy of a resolution of its Board
of Directors, certified by the Secretary or any Assistant
Secretary, designating a successor transfer agent or transfer
agents. In the absence of such designation by the Fund, the Fund
shall upon the date specified in the notice of termination of
this Agreement and delivery of the records maintained hereunder,
be deemed to be its own transfer agent and the Transfer Agent
shall thereby be relieved of all duties and responsibilities
pursuant to this Agreement.
In the event this Agreement is terminated as provided
herein, the Transfer Agent, upon the written request of the Fund,
shall deliver the records of the Fund on electromagnetic media to
the Fund or its successor transfer agent. The Fund shall be
responsible to the Transfer Agent for the reasonable costs and
expenses associated with the preparation and delivery of such
media.
ARTICLE X
MISCELLANEOUS
1 The Fund agrees that prior to effecting any change in
the Prospectus which would increase or alter the duties and
obligations of the Transfer Agent hereunder, it shall advise the
Transfer Agent of such proposed change at least thirty (30) days
prior to the intended date of the same, and shall proceed with
such change only if it shall have received the written consent of
the Transfer Agent thereto, which shall not be unreasonably
withheld.
2. Any notice or other instrument in writing, authorized
or required by this Agreement to be given to the Fund shall be
sufficiently given if addressed to the Fund and mailed or
delivered to it at:
BMA Tower
700 Karnes Blvd.
Kansas City, MO 64108
or at such other place as the Fund may from time to time
designate in writing.
3. Any notice or other instrument in writing, authorized
or required by this Agreement to be given to the Transfer Agent
shall be sufficiently given if addressed to the Transfer Agent
and mailed or delivered to:
BMA Tower
700 Karnes Blvd.
Kansas City, MO 64108
or at such other place as the Transfer Agent may from time to
time designate in writing.
4. This Agreement may not be amended or modified in any
manner except by a written agreement executed by both parties
with the formality of this Agreement.
5. This Agreement shall extend to and shall be binding
upon the parties hereto, and their respective successors and
assigns.
6. This Agreement shall be governed by and construed in
accordance with the laws of the State of Missouri.
7. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original,
but such counterparts shall, together, constitute only one
instrument.
8. The provisions of this Agreement are intended to
benefit only the Transfer Agent and the Fund, and no rights shall
be granted to any other person by virtue of this Agreement.
9. (a) The Transfer Agent shall endeavor to assist in
resolving shareholder inquiries and errors relating to the
period during which prior transfer agents acted as such for
the Fund. Any such inquiries or errors which cannot be
expediently resolved by the Transfer Agent will be referred
to the Fund.
(b) The Transfer Agent shall only be responsible for
the safekeeping and maintenance of transfer agency records,
cancelled Share certificates and correspondence of the Fund
created or produced prior to the time of conversion which
are under its control and acknowledged in a writing to the
Fund to be in its possession. Any expenses or liabilities
incurred by the Transfer Agent as a result of shareholder
inquiries, regulatory compliance or audits related to such
records and not caused as a result of Transfer Agent's bad
faith, willful misfeasance or gross negligence shall be the
responsibility of the Fund as provided in Article VIII
herein.
[The remainder of this page intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective corporate officer,
thereunto duly authorized and their respective corporate seals to
be hereunto affixed, as of the day and year first above written.
UMB SCOUT KANSAS TAX-EXEMPT BOND FUND, INC.
By /s/Larry D. Armel
Name: Larry D. Armel
Title: President
[SEAL]
JONES & BABSON, INC.
Name: Martin A. Cramer
Title: Secretary
[SEAL]
TA Agmt/J&B-UMB Scout Kansas Tax-Exempt Bond Fund, Inc.
EX99.23(i)
Law Office
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
(215) 564-8000
Direct Dial: (215) 564-8024
September 1, 1999
UMB Scout Funds
BMA Tower
700 Karnes Blvd.
Kansas City, MO 64108-3306
Re: Legal Opinion-Securities Act of 1933
Ladies and Gentlemen:
We have examined the Articles of Incorporation, as
amended and supplemented, if applicable (the "Articles") of UMB
Scout Balanced Fund, UMB Scout Bond Fund, Inc., UMB Scout Money
Market Fund, Inc., UMB Scout Regional Fund, Inc., UMB Scout Stock
Fund, Inc., UMB Scout WorldWide Fund, Inc., UMB Scout Tax-Free
Money Market Fund, Inc., UMB Scout Capital Preservation Fund,
Inc., and UMB Scout Kansas Tax-Exempt Bond Fund, Inc.
(individually, each a "Fund" and collectively, the "Funds"), each
a corporation organized under Maryland law, the By-Laws of each
Fund, and each Fund's proposed form of Share Certificates (if
any), all as amended to date, and the various pertinent corporate
proceedings we deem material. We have also examined each Fund's
Notification of Registration and Registration Statements filed
under the Investment Company Act of 1940, as amended (the
"Investment Company Act") and the Securities Act of 1933, as
amended (the "Securities Act"), all as amended to date, as well
as other items we deem material to this opinion.
Each Fund is authorized by its Articles to issue shares
of common stock in the following amounts: UMB Scout Stock Fund,
Inc. is authorized to issue 30,000,000 shares; UMB Scout
WorldWide Fund, Inc. is authorized to issue 20,000,000 shares;
UMB Scout Money Market Fund, Inc. is authorized to issue
1,500,000,000 shares; UMB Scout Tax-Free Money Market Fund, Inc.
is authorized to issue 1,000,000,000 shares; UMB Scout Balanced
Fund, Inc. is authorized to issue 10,000,000 shares; UMB Scout
Regional Fund, Inc. is authorized to issue 10,000,000 shares; UMB
Scout Bond Fund, Inc. is authorized to issue 20,000,000 shares;
UMB Scout Capital Preservation Fund, Inc. is authorized to issue
10,000,000 shares; and UMB Scout Kansas Tax-Exempt Bond Fund,
Inc. is authorized to issue 10,000,000 shares; all at a par value
of $1.00 per share.
UMB Scout Funds
September 1, 1999
Page 2
UMB Scout Stock Fund, Inc. issues shares in two
separate series called UMB Scout Stock Fund and UMB Scout Stock
Select Fund. UMB Scout WorldWide Fund, Inc. issues shares in two
separate series called UMB Scout WorldWide Fund and UMB Scout
WorldWide Select Fund. UMB Scout Money Market Fund, Inc. issues
shares in two separate series called Prime Portfolio and Federal
Portfolio. The remaining Funds do not issue multiple series of
shares.
Each Fund has filed with the U.S. Securities and
Exchange Commission, a Registration Statement under the
Securities Act, which Registration Statement is deemed to
register an indefinite number of shares of such Fund pursuant to
the provisions of Section 24(f) of the Investment Company Act.
You have further advised us that each Fund has filed, and each
year hereafter will timely file, a Notice pursuant to Rule 24f-2
under the Investment Company Act perfecting the registration of
the shares sold by such Fund during each fiscal year during which
such registration of an indefinite number of shares remains in
effect.
You have also informed us that the shares of each Fund
have been, and will continue to be, sold in accordance with such
Fund's usual method of distributing its registered shares, under
which prospectuses are made available for delivery to offerees
and purchasers of such shares in accordance with Section 5(b) of
the Securities Act.
Based upon the foregoing information and examination,
so long as each Fund remains a valid and subsisting entity under
the laws of its state of organization, and the registration of an
indefinite number of shares of each Fund remains effective, the
authorized shares of such Fund when issued for the consideration
set by such Fund's Board of Directors pursuant to its Articles,
and subject to compliance with Rule 24f-2, will be legally
outstanding, fully-paid, and non-assessable shares, and the
holders of such shares will have all the rights provided for with
respect to such holding by its Articles and the laws of the State
of Maryland.
We hereby consent to the use of this opinion, in lieu
of any other, as an exhibit to the Registration Statement of each
Fund, along with any amendments thereto, covering the
registration of the shares of each Fund under the Securities Act
and the applications, registration statements or notice filings,
and amendments thereto, filed in accordance with the securities
laws of the several states in which shares of each Fund are
offered, and we further consent to reference in the registration
statement of each Fund to the fact that this opinion concerning
the legality of the issue has been rendered by us.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG, LLP
BY: /s/ Mark H. Plafker
Mark H. Plafker
233995.01
EX99.23(j)(1)(A)
Consent of
Independent Certified Public Accountant
UMB Scout Stock Fund, Inc. (Stock and Stock Select Portfolios)
UMB Bank, n.a.
Kansas City, Missouri
We hereby consent to the use in this Post-Effective Amendment
33 to the Registration Statement under the Securities Act of 1933
and this Amendment No. 34 to the Registration Statement under the
Investment Company Act of 1940, both on Form N-1A, of our report
dated July 24, 1999, accompanying and pertaining to the financial
statements of UMB Scout Stock Fund, Inc. as of June 30, 1999,
which are included in such Post-Effective Amendments.
/S/BAIRD, KURTZ & DOBSON
BAIRD, KURTZ & DOBSON
Kansas City, Missouri
September 1, 1999
EX99.23(j)(1)(B)
Consent of
Independent Certified Public Accountant
UMB Scout Worldwide Fund, Inc. (Worldwide and Worldwide Select
Portfolios)
UMB Bank, n.a.
Kansas City, Missouri
We hereby consent to the use in this Post-Effective Amendment
16 to the Registration Statement under the Securities Act of 1933
and this Amendment No. 18 to the Registration Statement under the
Investment Company Act of 1940, both on Form N-1A, of our report
dated July 24, 1999, accompanying and pertaining to the financial
statements of UMB Scout Worldwide Fund, Inc. as of June 30, 1999,
which are included in such Post-Effective Amendments.
/S/BAIRD, KURTZ & DOBSON
BAIRD, KURTZ & DOBSON
Kansas City, Missouri
September 1, 1999
EX99.23(j)(1)(F)
Consent of
Independent Certified Public Accountant
UMB Scout Regional Fund, Inc.
UMB Bank, n.a.
Kansas City, Missouri
We hereby consent to the use in this Post-Effective Amendment
27 to the Registration Statement under the Securities Act of 1933
and this Amendment No. 28 to the Registration Statement under the
Investment Company Act of 1940, both on Form N-1A, of our report
dated July 24, 1999, accompanying and pertaining to the financial
statements of UMB Scout Regional Fund, Inc. as of June 30, 1999,
which are included in such Post-Effective Amendments.
/S/BAIRD, KURTZ & DOBSON
BAIRD, KURTZ & DOBSON
Kansas City, Missouri
September 1, 1999
EX99.23(j)(1)(C)
Consent of
Independent Certified Public Accountant
UMB Scout Money Market Fund, Inc. (Federal and Prime Portfolios)
UMB Bank, n.a.
Kansas City, Missouri
We hereby consent to the use in this Post-Effective Amendment
33 to the Registration Statement under the Securities Act of 1933
and this Amendment No. 34 to the Registration Statement under the
Investment Company Act of 1940, both on Form N-1A, of our report
dated July 24, 1999, accompanying and pertaining to the financial
statements of UMB Scout Money Market Fund, Inc. as of June 30,
1999, which are included in such Post-Effective Amendments.
/S/BAIRD, KURTZ & DOBSON
BAIRD, KURTZ & DOBSON
Kansas City, Missouri
September 1, 1999
EX99.23(j)(1)(D)
Consent of
Independent Certified Public Accountant
UMB Scout Tax-Free Money Market Fund, Inc.
UMB Bank, n.a.
Kansas City, Missouri
We hereby consent to the use in this Post-Effective Amendment
33 to the Registration Statement under the Securities Act of 1933
and this Amendment No. 34 to the Registration Statement under the
Investment Company Act of 1940, both on Form N-1A, of our report
dated July 24, 1999, accompanying and pertaining to the financial
statements of UMB Scout Tax-Free Money Market Fund, Inc. as of
June 30, 1999, which are included in such Post-Effective
Amendments.
/S/BAIRD, KURTZ & DOBSON
BAIRD, KURTZ & DOBSON
Kansas City, Missouri
September 1, 1999
EX99.23(j)(1)(E)
Consent of
Independent Certified Public Accountant
UMB Scout Balanced Fund, Inc.
UMB Bank, n.a.
Kansas City, Missouri
We hereby consent to the use in this Post-Effective Amendment
8 to the Registration Statement under the Securities Act of 1933
and this Amendment No. 9 to the Registration Statement under the
Investment Company Act of 1940, both on Form N-1A, of our report
dated July 24, 1999, accompanying and pertaining to the financial
statements of UMB Scout Balanced Fund, Inc. as of June 30, 1999,
which are included in such Post-Effective Amendments.
/S/BAIRD, KURTZ & DOBSON
BAIRD, KURTZ & DOBSON
Kansas City, Missouri
September 1, 1999
EX99.23(j)(1)(G)
Consent of
Independent Certified Public Accountant
UMB Scout Bond Fund, Inc.
UMB Bank, n.a.
Kansas City, Missouri
We hereby consent to the use in this Post-Effective Amendment
32 to the Registration Statement under the Securities Act of 1933
and this Amendment No. 33 to the Registration Statement under the
Investment Company Act of 1940, both on Form N-1A, of our report
dated July 24, 1999, accompanying and pertaining to the financial
statements of UMB Scout Bond Fund, Inc. as of June 30, 1999,
which are included in such Post-Effective Amendments.
/S/BAIRD, KURTZ & DOBSON
BAIRD, KURTZ & DOBSON
Kansas City, Missouri
September 1, 1999
EX99.23(j)(1)(H)
Consent of
Independent Certified Public Accountant
UMB Scout Capital Preservation Fund, Inc.
UMB Bank, n.a.
Kansas City, Missouri
We hereby consent to the use in this Post-Effective Amendment
2 to the Registration Statement under the Securities Act of 1933
and this Amendment No. 4 to the Registration Statement under the
Investment Company Act of 1940, both on Form N-1A, of our report
dated July 24, 1999, accompanying and pertaining to the financial
statements of UMB Scout Capital Preservation Fund, Inc. as of
June 30, 1999, which are included in such Post-Effective
Amendments.
/S/BAIRD, KURTZ & DOBSON
BAIRD, KURTZ & DOBSON
Kansas City, Missouri
September 1, 1999
EX99.23(j)(1)(I)
Consent of
Independent Certified Public Accountant
UMB Scout Kansas Tax-Exempt Bond Fund, Inc.
UMB Bank, n.a.
Kansas City, Missouri
We hereby consent to the use in this Post-Effective Amendment
2 to the Registration Statement under the Securities Act of 1933
and this Amendment No. 4 to the Registration Statement under the
Investment Company Act of 1940, both on Form N-1A, of our report
dated July 24, 1999, accompanying and pertaining to the financial
statements of UMB Scout Kansas Tax-Exempt Bond Fund, Inc. as of
June 30, 1999, which are included in such Post-Effective
Amendments.
/S/BAIRD, KURTZ & DOBSON
BAIRD, KURTZ & DOBSON
Kansas City, Missouri
September 1, 1999
EX99.23j2A
POWER OF ATTORNEY
WHEREAS the undersigned is a Director of UMB Scout Stock Fund,
Inc., a Maryland Corporation which intends to do business as an
open-end diversified investment company (mutual fund), and
WHEREAS the UMB Scout Stock Fund, Inc. intends to register its
shares with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940 and
with the Securities Departments of the various states and the
District of Columbia. Now, therefore,
KNOW ALL MEN BY THESE PRESENTS:
THAT the undersigned does hereby appoint each of the persons
hereinafter set out as his attorney each with the power to act
severally in the name of the undersigned and to execute on his
behalf all forms and documents required by the Securities and
Exchange Commission, or any state of the United States of
America, or the District of Columbia, in connection with the
initial registration of the securities of the UMB Scout Stock
Fund, Inc. and in the maintenance of such registrations.
Larry D. Armel
P. Bradley Adams
Martin A. Cramer
IN WITNESS WHEREOF, I have hereunto set my hand this of 27th day
of January, 1999.
/s/Dr. William E. Hoffman
Dr. William E. Hoffman
Sworn to before me this of 27th day of January, 1999.
/s/Chareen C. Smith
Chareen C. Smith, Notary Public
County of Jackson, State of Missouri
My commission expires May 1, 2001.
<PAGE>
POWER OF ATTORNEY
WHEREAS the undersigned is a Director of UMB Scout Stock Fund,
Inc., a Maryland Corporation which intends to do business as an
open-end diversified investment company (mutual fund), and
WHEREAS the UMB Scout Stock Fund, Inc. intends to register its
shares with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940 and
with the Securities Departments of the various states and the
District of Columbia. Now, therefore,
KNOW ALL MEN BY THESE PRESENTS:
THAT the undersigned does hereby appoint each of the persons
hereinafter set out as his attorney each with the power to act
severally in the name of the undersigned and to execute on his
behalf all forms and documents required by the Securities and
Exchange Commission, or any state of the United States of
America, or the District of Columbia, in connection with the
initial registration of the securities of the UMB Scout Stock
Fund, Inc. and in the maintenance of such registrations.
Larry D. Armel
P. Bradley Adams
Martin A. Cramer
IN WITNESS WHEREOF, I have hereunto set my hand this of 27th day
of January, 1999.
/s/Eric T. Jager
Eric T. Jager
Sworn to before me this of 27th day of January, 1999.
/s/Chareen C. Smith
Chareen C. Smith, Notary Public
County of Jackson, State of Missouri
My commission expires May 1, 2001.
<PAGE>
POWER OF ATTORNEY
WHEREAS the undersigned is a Director of UMB Scout Stock Fund,
Inc., a Maryland Corporation which intends to do business as an
open-end diversified investment company (mutual fund), and
WHEREAS the UMB Scout Stock Fund, Inc. intends to register its
shares with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940 and
with the Securities Departments of the various states and the
District of Columbia. Now, therefore,
KNOW ALL MEN BY THESE PRESENTS:
THAT the undersigned does hereby appoint each of the persons
hereinafter set out as his attorney each with the power to act
severally in the name of the undersigned and to execute on his
behalf all forms and documents required by the Securities and
Exchange Commission, or any state of the United States of
America, or the District of Columbia, in connection with the
initial registration of the securities of the UMB Scout Stock
Fund, Inc. and in the maintenance of such registrations.
Larry D. Armel
P. Bradley Adams
Martin A. Cramer
IN WITNESS WHEREOF, I have hereunto set my hand this of 27th day
of January, 1999.
/s/Stephen F. Rose
Stephen F. Rose
Sworn to before me this of 27th day of January, 1999.
/s/Chareen C. Smith
Chareen C. Smith, Notary Public
County of Jackson, State of Missouri
My commission expires May 1, 2001.
<PAGE>
POWER OF ATTORNEY
WHEREAS the undersigned is a Director of UMB Scout Stock Fund,
Inc., a Maryland Corporation which intends to do business as an
open-end diversified investment company (mutual fund), and
WHEREAS the UMB Scout Stock Fund, Inc. intends to register its
shares with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940 and
with the Securities Departments of the various states and the
District of Columbia. Now, therefore,
KNOW ALL MEN BY THESE PRESENTS:
THAT the undersigned does hereby appoint each of the persons
hereinafter set out as his attorney each with the power to act
severally in the name of the undersigned and to execute on his
behalf all forms and documents required by the Securities and
Exchange Commission, or any state of the United States of
America, or the District of Columbia, in connection with the
initial registration of the securities of the UMB Scout Stock
Fund, Inc. and in the maintenance of such registrations.
Larry D. Armel
P. Bradley Adams
Martin A. Cramer
IN WITNESS WHEREOF, I have hereunto set my hand this of 27th day
of January, 1999.
/s/Stuart Wien
Stuart L. Wien
Sworn to before me this of 27th day of January, 1999.
/s/Chareen C. Smith
Chareen C. Smith, Notary Public
County of Jackson, State of Missouri
My commission expires May 1, 2001.
EX99.23j2B
POWER OF ATTORNEY
WHEREAS the undersigned is a Director of UMB Scout WorldWide Fund,
Inc., a Maryland Corporation which intends to do business as an
open-end diversified investment company (mutual fund), and
WHEREAS the UMB Scout WorldWide Fund, Inc. intends to register its
shares with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940 and
with the Securities Departments of the various states and the
District of Columbia. Now, therefore,
KNOW ALL MEN BY THESE PRESENTS:
THAT the undersigned does hereby appoint each of the persons
hereinafter set out as his attorney each with the power to act
severally in the name of the undersigned and to execute on his
behalf all forms and documents required by the Securities and
Exchange Commission, or any state of the United States of
America, or the District of Columbia, in connection with the
initial registration of the securities of the UMB Scout WorldWide
Fund, Inc. and in the maintenance of such registrations.
Larry D. Armel
P. Bradley Adams
Martin A. Cramer
IN WITNESS WHEREOF, I have hereunto set my hand this of 27th day
of January, 1999.
/s/Dr. William E. Hoffman
Dr. William E. Hoffman
Sworn to before me this of 27th day of January, 1999.
/s/Chareen C. Smith
Chareen C. Smith, Notary Public
County of Jackson, State of Missouri
My commission expires May 1, 2001.
POWER OF ATTORNEY
WHEREAS the undersigned is a Director of UMB Scout WorldWide Fund,
Inc., a Maryland Corporation which intends to do business as an
open-end diversified investment company (mutual fund), and
WHEREAS the UMB Scout WorldWide Fund, Inc. intends to register its
shares with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940 and
with the Securities Departments of the various states and the
District of Columbia. Now, therefore,
KNOW ALL MEN BY THESE PRESENTS:
THAT the undersigned does hereby appoint each of the persons
hereinafter set out as his attorney each with the power to act
severally in the name of the undersigned and to execute on his
behalf all forms and documents required by the Securities and
Exchange Commission, or any state of the United States of
America, or the District of Columbia, in connection with the
initial registration of the securities of the UMB Scout WorldWide
Fund, Inc. and in the maintenance of such registrations.
Larry D. Armel
P. Bradley Adams
Martin A. Cramer
IN WITNESS WHEREOF, I have hereunto set my hand this of 27th day
of January, 1999.
/s/Eric T. Jager
Eric T. Jager
Sworn to before me this of 27th day of January, 1999.
/s/Chareen C. Smith
Chareen C. Smith, Notary Public
County of Jackson, State of Missouri
My commission expires May 1, 2001.
POWER OF ATTORNEY
WHEREAS the undersigned is a Director of UMB Scout WorldWide Fund,
Inc., a Maryland Corporation which intends to do business as an
open-end diversified investment company (mutual fund), and
WHEREAS the UMB Scout WorldWide Fund, Inc. intends to register its
shares with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940 and
with the Securities Departments of the various states and the
District of Columbia. Now, therefore,
KNOW ALL MEN BY THESE PRESENTS:
THAT the undersigned does hereby appoint each of the persons
hereinafter set out as his attorney each with the power to act
severally in the name of the undersigned and to execute on his
behalf all forms and documents required by the Securities and
Exchange Commission, or any state of the United States of
America, or the District of Columbia, in connection with the
initial registration of the securities of the UMB Scout WorldWide
Fund, Inc. and in the maintenance of such registrations.
Larry D. Armel
P. Bradley Adams
Martin A. Cramer
IN WITNESS WHEREOF, I have hereunto set my hand this of 27th day
of January, 1999.
/s/Stephen F. Rose
Stephen F. Rose
Sworn to before me this of 27th day of January, 1999.
/s/Chareen C. Smith
Chareen C. Smith, Notary Public
County of Jackson, State of Missouri
My commission expires May 1, 2001.
POWER OF ATTORNEY
WHEREAS the undersigned is a Director of UMB Scout WorldWide Fund,
Inc., a Maryland Corporation which intends to do business as an
open-end diversified investment company (mutual fund), and
WHEREAS the UMB Scout WorldWide Fund, Inc. intends to register its
shares with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940 and
with the Securities Departments of the various states and the
District of Columbia. Now, therefore,
KNOW ALL MEN BY THESE PRESENTS:
THAT the undersigned does hereby appoint each of the persons
hereinafter set out as his attorney each with the power to act
severally in the name of the undersigned and to execute on his
behalf all forms and documents required by the Securities and
Exchange Commission, or any state of the United States of
America, or the District of Columbia, in connection with the
initial registration of the securities of the UMB Scout WorldWide
Fund, Inc. and in the maintenance of such registrations.
Larry D. Armel
P. Bradley Adams
Martin A. Cramer
IN WITNESS WHEREOF, I have hereunto set my hand this of 27th day
of January, 1999.
/s/Stuart Wien
Stuart L. Wien
Sworn to before me this of 27th day of January, 1999.
/s/Chareen C. Smith
Chareen C. Smith, Notary Public
County of Jackson, State of Missouri
My commission expires May 1, 2001.
EX99.23j2F
POWER OF ATTORNEY
WHEREAS the undersigned is a Director of UMB Scout Regional Fund,
Inc., a Maryland Corporation which intends to do business as an
open-end diversified investment company (mutual fund), and
WHEREAS the UMB Scout Regional Fund, Inc. intends to register its
shares with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940 and
with the Securities Departments of the various states and the
District of Columbia. Now, therefore,
KNOW ALL MEN BY THESE PRESENTS:
THAT the undersigned does hereby appoint each of the persons
hereinafter set out as his attorney each with the power to act
severally in the name of the undersigned and to execute on his
behalf all forms and documents required by the Securities and
Exchange Commission, or any state of the United States of
America, or the District of Columbia, in connection with the
initial registration of the securities of the UMB Scout Regional
Fund, Inc. and in the maintenance of such registrations.
Larry D. Armel
P. Bradley Adams
Martin A. Cramer
IN WITNESS WHEREOF, I have hereunto set my hand this of 27th day
of January, 1999.
/s/Dr. William E. Hoffman
Dr. William E. Hoffman
Sworn to before me this of 27th day of January, 1999.
/s/Chareen C. Smith
Chareen C. Smith, Notary Public
County of Jackson, State of Missouri
My commission expires May 1, 2001.
POWER OF ATTORNEY
WHEREAS the undersigned is a Director of UMB Scout Regional Fund,
Inc., a Maryland Corporation which intends to do business as an
open-end diversified investment company (mutual fund), and
WHEREAS the UMB Scout Regional Fund, Inc. intends to register its
shares with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940 and
with the Securities Departments of the various states and the
District of Columbia. Now, therefore,
KNOW ALL MEN BY THESE PRESENTS:
THAT the undersigned does hereby appoint each of the persons
hereinafter set out as his attorney each with the power to act
severally in the name of the undersigned and to execute on his
behalf all forms and documents required by the Securities and
Exchange Commission, or any state of the United States of
America, or the District of Columbia, in connection with the
initial registration of the securities of the UMB Scout Regional
Fund, Inc. and in the maintenance of such registrations.
Larry D. Armel
P. Bradley Adams
Martin A. Cramer
IN WITNESS WHEREOF, I have hereunto set my hand this of 27th day
of January, 1999.
/s/Eric T. Jager
Eric T. Jager
Sworn to before me this of 27th day of January, 1999.
/s/Chareen C. Smith
Chareen C. Smith, Notary Public
County of Jackson, State of Missouri
My commission expires May 1, 2001.
POWER OF ATTORNEY
WHEREAS the undersigned is a Director of UMB Scout Regional Fund,
Inc., a Maryland Corporation which intends to do business as an
open-end diversified investment company (mutual fund), and
WHEREAS the UMB Scout Regional Fund, Inc. intends to register its
shares with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940 and
with the Securities Departments of the various states and the
District of Columbia. Now, therefore,
KNOW ALL MEN BY THESE PRESENTS:
THAT the undersigned does hereby appoint each of the persons
hereinafter set out as his attorney each with the power to act
severally in the name of the undersigned and to execute on his
behalf all forms and documents required by the Securities and
Exchange Commission, or any state of the United States of
America, or the District of Columbia, in connection with the
initial registration of the securities of the UMB Scout Regional
Fund, Inc. and in the maintenance of such registrations.
Larry D. Armel
P. Bradley Adams
Martin A. Cramer
IN WITNESS WHEREOF, I have hereunto set my hand this of 27th day
of January, 1999.
/s/Stephen F. Rose
Stephen F. Rose
Sworn to before me this of 27th day of January, 1999.
/s/Chareen C. Smith
Chareen C. Smith, Notary Public
County of Jackson, State of Missouri
My commission expires May 1, 2001.
POWER OF ATTORNEY
WHEREAS the undersigned is a Director of UMB Scout Regional Fund,
Inc., a Maryland Corporation which intends to do business as an
open-end diversified investment company (mutual fund), and
WHEREAS the UMB Scout Regional Fund, Inc. intends to register its
shares with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940 and
with the Securities Departments of the various states and the
District of Columbia. Now, therefore,
KNOW ALL MEN BY THESE PRESENTS:
THAT the undersigned does hereby appoint each of the persons
hereinafter set out as his attorney each with the power to act
severally in the name of the undersigned and to execute on his
behalf all forms and documents required by the Securities and
Exchange Commission, or any state of the United States of
America, or the District of Columbia, in connection with the
initial registration of the securities of the UMB Scout Regional
Fund, Inc. and in the maintenance of such registrations.
Larry D. Armel
P. Bradley Adams
Martin A. Cramer
IN WITNESS WHEREOF, I have hereunto set my hand this of 27th day
of January, 1999.
/s/Stuart Wien
Stuart L. Wien
Sworn to before me this of 27th day of January, 1999.
/s/Chareen C. Smith
Chareen C. Smith, Notary Public
County of Jackson, State of Missouri
My commission expires May 1, 2001.
EX99.23j2C
POWER OF ATTORNEY
WHEREAS the undersigned is a Director of UMB Scout Money Market Fund,
Inc., a Maryland Corporation which intends to do business as an
open-end diversified investment company (mutual fund), and
WHEREAS the UMB Scout Money Market Fund, Inc. intends to register its
shares with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940 and
with the Securities Departments of the various states and the
District of Columbia. Now, therefore,
KNOW ALL MEN BY THESE PRESENTS:
THAT the undersigned does hereby appoint each of the persons
hereinafter set out as his attorney each with the power to act
severally in the name of the undersigned and to execute on his
behalf all forms and documents required by the Securities and
Exchange Commission, or any state of the United States of
America, or the District of Columbia, in connection with the
initial registration of the securities of the UMB Scout Money Market
Fund, Inc. and in the maintenance of such registrations.
Larry D. Armel
P. Bradley Adams
Martin A. Cramer
IN WITNESS WHEREOF, I have hereunto set my hand this of 27th day
of January, 1999.
/s/Dr. William E. Hoffman
Dr. William E. Hoffman
Sworn to before me this of 27th day of January, 1999.
/s/Chareen C. Smith
Chareen C. Smith, Notary Public
County of Jackson, State of Missouri
My commission expires May 1, 2001.
POWER OF ATTORNEY
WHEREAS the undersigned is a Director of UMB Scout Money Market Fund,
Inc., a Maryland Corporation which intends to do business as an
open-end diversified investment company (mutual fund), and
WHEREAS the UMB Scout Money Market Fund, Inc. intends to register its
shares with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940 and
with the Securities Departments of the various states and the
District of Columbia. Now, therefore,
KNOW ALL MEN BY THESE PRESENTS:
THAT the undersigned does hereby appoint each of the persons
hereinafter set out as his attorney each with the power to act
severally in the name of the undersigned and to execute on his
behalf all forms and documents required by the Securities and
Exchange Commission, or any state of the United States of
America, or the District of Columbia, in connection with the
initial registration of the securities of the UMB Scout Money Market
Fund, Inc. and in the maintenance of such registrations.
Larry D. Armel
P. Bradley Adams
Martin A. Cramer
IN WITNESS WHEREOF, I have hereunto set my hand this of 27th day
of January, 1999.
/s/Eric T. Jager
Eric T. Jager
Sworn to before me this of 27th day of January, 1999.
/s/Chareen C. Smith
Chareen C. Smith, Notary Public
County of Jackson, State of Missouri
My commission expires May 1, 2001.
POWER OF ATTORNEY
WHEREAS the undersigned is a Director of UMB Scout Money Market Fund,
Inc., a Maryland Corporation which intends to do business as an
open-end diversified investment company (mutual fund), and
WHEREAS the UMB Scout Money Market Fund, Inc. intends to register its
shares with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940 and
with the Securities Departments of the various states and the
District of Columbia. Now, therefore,
KNOW ALL MEN BY THESE PRESENTS:
THAT the undersigned does hereby appoint each of the persons
hereinafter set out as his attorney each with the power to act
severally in the name of the undersigned and to execute on his
behalf all forms and documents required by the Securities and
Exchange Commission, or any state of the United States of
America, or the District of Columbia, in connection with the
initial registration of the securities of the UMB Scout Money Market
Fund, Inc. and in the maintenance of such registrations.
Larry D. Armel
P. Bradley Adams
Martin A. Cramer
IN WITNESS WHEREOF, I have hereunto set my hand this of 27th day
of January, 1999.
/s/Stephen F. Rose
Stephen F. Rose
Sworn to before me this of 27th day of January, 1999.
/s/Chareen C. Smith
Chareen C. Smith, Notary Public
County of Jackson, State of Missouri
My commission expires May 1, 2001.
POWER OF ATTORNEY
WHEREAS the undersigned is a Director of UMB Scout Money Market Fund,
Inc., a Maryland Corporation which intends to do business as an
open-end diversified investment company (mutual fund), and
WHEREAS the UMB Scout Money Market Fund, Inc. intends to register its
shares with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940 and
with the Securities Departments of the various states and the
District of Columbia. Now, therefore,
KNOW ALL MEN BY THESE PRESENTS:
THAT the undersigned does hereby appoint each of the persons
hereinafter set out as his attorney each with the power to act
severally in the name of the undersigned and to execute on his
behalf all forms and documents required by the Securities and
Exchange Commission, or any state of the United States of
America, or the District of Columbia, in connection with the
initial registration of the securities of the UMB Scout Money Market
Fund, Inc. and in the maintenance of such registrations.
Larry D. Armel
P. Bradley Adams
Martin A. Cramer
IN WITNESS WHEREOF, I have hereunto set my hand this of 27th day
of January, 1999.
/s/Stuart Wien
Stuart L. Wien
Sworn to before me this of 27th day of January, 1999.
/s/Chareen C. Smith
Chareen C. Smith, Notary Public
County of Jackson, State of Missouri
My commission expires May 1, 2001.
EX99.23j2D
POWER OF ATTORNEY
WHEREAS the undersigned is a Director of UMB Scout Tax-Free Money Market
Fund, Inc., a Maryland Corporation which intends to do business as an
open-end diversified investment company (mutual fund), and
WHEREAS the UMB Scout Tax-Free Money Market Fund, Inc. intends to register
its shares with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940 and
with the Securities Departments of the various states and the
District of Columbia. Now, therefore,
KNOW ALL MEN BY THESE PRESENTS:
THAT the undersigned does hereby appoint each of the persons
hereinafter set out as his attorney each with the power to act
severally in the name of the undersigned and to execute on his
behalf all forms and documents required by the Securities and
Exchange Commission, or any state of the United States of
America, or the District of Columbia, in connection with the
initial registration of the securities of the UMB Scout Tax-Free Money Market
Fund, Inc. and in the maintenance of such registrations.
Larry D. Armel
P. Bradley Adams
Martin A. Cramer
IN WITNESS WHEREOF, I have hereunto set my hand this of 27th day
of January, 1999.
/s/Dr. William E. Hoffman
Dr. William E. Hoffman
Sworn to before me this of 27th day of January, 1999.
/s/Chareen C. Smith
Chareen C. Smith, Notary Public
County of Jackson, State of Missouri
My commission expires May 1, 2001.
POWER OF ATTORNEY
WHEREAS the undersigned is a Director of UMB Scout Tax-Free Money Market
Fund, Inc., a Maryland Corporation which intends to do business as an
open-end diversified investment company (mutual fund), and
WHEREAS the UMB Scout Tax-Free Money Market Fund, Inc. intends to register
its shares with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940 and
with the Securities Departments of the various states and the
District of Columbia. Now, therefore,
KNOW ALL MEN BY THESE PRESENTS:
THAT the undersigned does hereby appoint each of the persons
hereinafter set out as his attorney each with the power to act
severally in the name of the undersigned and to execute on his
behalf all forms and documents required by the Securities and
Exchange Commission, or any state of the United States of
America, or the District of Columbia, in connection with the
initial registration of the securities of the UMB Scout Tax-Free Money Market
Fund, Inc. and in the maintenance of such registrations.
Larry D. Armel
P. Bradley Adams
Martin A. Cramer
IN WITNESS WHEREOF, I have hereunto set my hand this of 27th day
of January, 1999.
/s/Eric T. Jager
Eric T. Jager
Sworn to before me this of 27th day of January, 1999.
/s/Chareen C. Smith
Chareen C. Smith, Notary Public
County of Jackson, State of Missouri
My commission expires May 1, 2001.
POWER OF ATTORNEY
WHEREAS the undersigned is a Director of UMB Scout Tax-Free Money Market
Fund, Inc., a Maryland Corporation which intends to do business as an
open-end diversified investment company (mutual fund), and
WHEREAS the UMB Scout Tax-Free Money Market Fund, Inc. intends to register
its shares with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940 and
with the Securities Departments of the various states and the
District of Columbia. Now, therefore,
KNOW ALL MEN BY THESE PRESENTS:
THAT the undersigned does hereby appoint each of the persons
hereinafter set out as his attorney each with the power to act
severally in the name of the undersigned and to execute on his
behalf all forms and documents required by the Securities and
Exchange Commission, or any state of the United States of
America, or the District of Columbia, in connection with the
initial registration of the securities of the UMB Scout Tax-Free Money Market
Fund, Inc. and in the maintenance of such registrations.
Larry D. Armel
P. Bradley Adams
Martin A. Cramer
IN WITNESS WHEREOF, I have hereunto set my hand this of 27th day
of January, 1999.
/s/Stephen F. Rose
Stephen F. Rose
Sworn to before me this of 27th day of January, 1999.
/s/Chareen C. Smith
Chareen C. Smith, Notary Public
County of Jackson, State of Missouri
My commission expires May 1, 2001.
POWER OF ATTORNEY
WHEREAS the undersigned is a Director of UMB Scout Tax-Free Money Market
Fund, Inc., a Maryland Corporation which intends to do business as an
open-end diversified investment company (mutual fund), and
WHEREAS the UMB Scout Tax-Free Money Market Fund, Inc. intends to register
its shares with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940 and
with the Securities Departments of the various states and the
District of Columbia. Now, therefore,
KNOW ALL MEN BY THESE PRESENTS:
THAT the undersigned does hereby appoint each of the persons
hereinafter set out as his attorney each with the power to act
severally in the name of the undersigned and to execute on his
behalf all forms and documents required by the Securities and
Exchange Commission, or any state of the United States of
America, or the District of Columbia, in connection with the
initial registration of the securities of the UMB Scout Tax-Free Money Market
Fund, Inc. and in the maintenance of such registrations.
Larry D. Armel
P. Bradley Adams
Martin A. Cramer
IN WITNESS WHEREOF, I have hereunto set my hand this of 27th day
of January, 1999.
/s/Stuart Wien
Stuart L. Wien
Sworn to before me this of 27th day of January, 1999.
/s/Chareen C. Smith
Chareen C. Smith, Notary Public
County of Jackson, State of Missouri
My commission expires May 1, 2001.
EX99.23j2E
POWER OF ATTORNEY
WHEREAS the undersigned is a Director of UMB Scout Balanced Fund,
Inc., a Maryland Corporation which intends to do business as an
open-end diversified investment company (mutual fund), and
WHEREAS the UMB Scout Balanced Fund, Inc. intends to register its
shares with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940 and
with the Securities Departments of the various states and the
District of Columbia. Now, therefore,
KNOW ALL MEN BY THESE PRESENTS:
THAT the undersigned does hereby appoint each of the persons
hereinafter set out as his attorney each with the power to act
severally in the name of the undersigned and to execute on his
behalf all forms and documents required by the Securities and
Exchange Commission, or any state of the United States of
America, or the District of Columbia, in connection with the
initial registration of the securities of the UMB Scout Balanced
Fund, Inc. and in the maintenance of such registrations.
Larry D. Armel
P. Bradley Adams
Martin A. Cramer
IN WITNESS WHEREOF, I have hereunto set my hand this of 27th day
of January, 1999.
/s/Dr. William E. Hoffman
Dr. William E. Hoffman
Sworn to before me this of 27th day of January, 1999.
/s/Chareen C. Smith
Chareen C. Smith, Notary Public
County of Jackson, State of Missouri
My commission expires May 1, 2001.
POWER OF ATTORNEY
WHEREAS the undersigned is a Director of UMB Scout Balanced Fund,
Inc., a Maryland Corporation which intends to do business as an
open-end diversified investment company (mutual fund), and
WHEREAS the UMB Scout Balanced Fund, Inc. intends to register its
shares with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940 and
with the Securities Departments of the various states and the
District of Columbia. Now, therefore,
KNOW ALL MEN BY THESE PRESENTS:
THAT the undersigned does hereby appoint each of the persons
hereinafter set out as his attorney each with the power to act
severally in the name of the undersigned and to execute on his
behalf all forms and documents required by the Securities and
Exchange Commission, or any state of the United States of
America, or the District of Columbia, in connection with the
initial registration of the securities of the UMB Scout Bond
Fund, Inc. and in the maintenance of such registrations.
Larry D. Armel
P. Bradley Adams
Martin A. Cramer
IN WITNESS WHEREOF, I have hereunto set my hand this of 27th day
of January, 1999.
/s/Eric T. Jager
Eric T. Jager
Sworn to before me this of 27th day of January, 1999.
/s/Chareen C. Smith
Chareen C. Smith, Notary Public
County of Jackson, State of Missouri
My commission expires May 1, 2001.
POWER OF ATTORNEY
WHEREAS the undersigned is a Director of UMB Scout Balanced Fund,
Inc., a Maryland Corporation which intends to do business as an
open-end diversified investment company (mutual fund), and
WHEREAS the UMB Scout Bond Fund, Inc. intends to register its
shares with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940 and
with the Securities Departments of the various states and the
District of Columbia. Now, therefore,
KNOW ALL MEN BY THESE PRESENTS:
THAT the undersigned does hereby appoint each of the persons
hereinafter set out as his attorney each with the power to act
severally in the name of the undersigned and to execute on his
behalf all forms and documents required by the Securities and
Exchange Commission, or any state of the United States of
America, or the District of Columbia, in connection with the
initial registration of the securities of the UMB Scout Balanced
Fund, Inc. and in the maintenance of such registrations.
Larry D. Armel
P. Bradley Adams
Martin A. Cramer
IN WITNESS WHEREOF, I have hereunto set my hand this of 27th day
of January, 1999.
/s/Stephen F. Rose
Stephen F. Rose
Sworn to before me this of 27th day of January, 1999.
/s/Chareen C. Smith
Chareen C. Smith, Notary Public
County of Jackson, State of Missouri
My commission expires May 1, 2001.
POWER OF ATTORNEY
WHEREAS the undersigned is a Director of UMB Scout Balanced Fund,
Inc., a Maryland Corporation which intends to do business as an
open-end diversified investment company (mutual fund), and
WHEREAS the UMB Scout Bond Fund, Inc. intends to register its
shares with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940 and
with the Securities Departments of the various states and the
District of Columbia. Now, therefore,
KNOW ALL MEN BY THESE PRESENTS:
THAT the undersigned does hereby appoint each of the persons
hereinafter set out as his attorney each with the power to act
severally in the name of the undersigned and to execute on his
behalf all forms and documents required by the Securities and
Exchange Commission, or any state of the United States of
America, or the District of Columbia, in connection with the
initial registration of the securities of the UMB Scout Balanced
Fund, Inc. and in the maintenance of such registrations.
Larry D. Armel
P. Bradley Adams
Martin A. Cramer
IN WITNESS WHEREOF, I have hereunto set my hand this of 27th day
of January, 1999.
/s/Stuart Wien
Stuart L. Wien
Sworn to before me this of 27th day of January, 1999.
/s/Chareen C. Smith
Chareen C. Smith, Notary Public
County of Jackson, State of Missouri
My commission expires May 1, 2001.
EX99.23j2G
POWER OF ATTORNEY
WHEREAS the undersigned is a Director of UMB Scout Bond Fund,
Inc., a Maryland Corporation which intends to do business as an
open-end diversified investment company (mutual fund), and
WHEREAS the UMB Scout Bond Fund, Inc. intends to register its
shares with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940 and
with the Securities Departments of the various states and the
District of Columbia. Now, therefore,
KNOW ALL MEN BY THESE PRESENTS:
THAT the undersigned does hereby appoint each of the persons
hereinafter set out as his attorney each with the power to act
severally in the name of the undersigned and to execute on his
behalf all forms and documents required by the Securities and
Exchange Commission, or any state of the United States of
America, or the District of Columbia, in connection with the
initial registration of the securities of the UMB Scout Bond
Fund, Inc. and in the maintenance of such registrations.
Larry D. Armel
P. Bradley Adams
Martin A. Cramer
IN WITNESS WHEREOF, I have hereunto set my hand this of 27th day
of January, 1999.
/s/Dr. William E. Hoffman
Dr. William E. Hoffman
Sworn to before me this of 27th day of January, 1999.
/s/Chareen C. Smith
Chareen C. Smith, Notary Public
County of Jackson, State of Missouri
My commission expires May 1, 2001.
POWER OF ATTORNEY
WHEREAS the undersigned is a Director of UMB Scout Bond Fund,
Inc., a Maryland Corporation which intends to do business as an
open-end diversified investment company (mutual fund), and
WHEREAS the UMB Scout Bond Fund, Inc. intends to register its
shares with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940 and
with the Securities Departments of the various states and the
District of Columbia. Now, therefore,
KNOW ALL MEN BY THESE PRESENTS:
THAT the undersigned does hereby appoint each of the persons
hereinafter set out as his attorney each with the power to act
severally in the name of the undersigned and to execute on his
behalf all forms and documents required by the Securities and
Exchange Commission, or any state of the United States of
America, or the District of Columbia, in connection with the
initial registration of the securities of the UMB Scout Bond
Fund, Inc. and in the maintenance of such registrations.
Larry D. Armel
P. Bradley Adams
Martin A. Cramer
IN WITNESS WHEREOF, I have hereunto set my hand this of 27th day
of January, 1999.
/s/Eric T. Jager
Eric T. Jager
Sworn to before me this of 27th day of January, 1999.
/s/Chareen C. Smith
Chareen C. Smith, Notary Public
County of Jackson, State of Missouri
My commission expires May 1, 2001.
POWER OF ATTORNEY
WHEREAS the undersigned is a Director of UMB Scout Bond Fund,
Inc., a Maryland Corporation which intends to do business as an
open-end diversified investment company (mutual fund), and
WHEREAS the UMB Scout Bond Fund, Inc. intends to register its
shares with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940 and
with the Securities Departments of the various states and the
District of Columbia. Now, therefore,
KNOW ALL MEN BY THESE PRESENTS:
THAT the undersigned does hereby appoint each of the persons
hereinafter set out as his attorney each with the power to act
severally in the name of the undersigned and to execute on his
behalf all forms and documents required by the Securities and
Exchange Commission, or any state of the United States of
America, or the District of Columbia, in connection with the
initial registration of the securities of the UMB Scout Bond
Fund, Inc. and in the maintenance of such registrations.
Larry D. Armel
P. Bradley Adams
Martin A. Cramer
IN WITNESS WHEREOF, I have hereunto set my hand this of 27th day
of January, 1999.
/s/Stephen F. Rose
Stephen F. Rose
Sworn to before me this of 27th day of January, 1999.
/s/Chareen C. Smith
Chareen C. Smith, Notary Public
County of Jackson, State of Missouri
My commission expires May 1, 2001.
POWER OF ATTORNEY
WHEREAS the undersigned is a Director of UMB Scout Bond Fund,
Inc., a Maryland Corporation which intends to do business as an
open-end diversified investment company (mutual fund), and
WHEREAS the UMB Scout Bond Fund, Inc. intends to register its
shares with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940 and
with the Securities Departments of the various states and the
District of Columbia. Now, therefore,
KNOW ALL MEN BY THESE PRESENTS:
THAT the undersigned does hereby appoint each of the persons
hereinafter set out as his attorney each with the power to act
severally in the name of the undersigned and to execute on his
behalf all forms and documents required by the Securities and
Exchange Commission, or any state of the United States of
America, or the District of Columbia, in connection with the
initial registration of the securities of the UMB Scout Bond
Fund, Inc. and in the maintenance of such registrations.
Larry D. Armel
P. Bradley Adams
Martin A. Cramer
IN WITNESS WHEREOF, I have hereunto set my hand this of 27th day
of January, 1999.
/s/Stuart Wien
Stuart L. Wien
Sworn to before me this of 27th day of January, 1999.
/s/Chareen C. Smith
Chareen C. Smith, Notary Public
County of Jackson, State of Missouri
My commission expires May 1, 2001.
EX99.23j2H
POWER OF ATTORNEY
WHEREAS the undersigned is a Director of UMB Scout Capital Preservation
Fund, Inc., a Maryland Corporation which intends to do business as an
open-end diversified investment company (mutual fund), and
WHEREAS the UMB Scout Capital Preservation Fund, Inc. intends to register
its shares with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940 and
with the Securities Departments of the various states and the
District of Columbia. Now, therefore,
KNOW ALL MEN BY THESE PRESENTS:
THAT the undersigned does hereby appoint each of the persons
hereinafter set out as his attorney each with the power to act
severally in the name of the undersigned and to execute on his
behalf all forms and documents required by the Securities and
Exchange Commission, or any state of the United States of
America, or the District of Columbia, in connection with the
initial registration of the securities of the UMB Scout Kansas Tax-Exempt
Bond Fund, Inc. and in the maintenance of such registrations.
Larry D. Armel
P. Bradley Adams
Martin A. Cramer
IN WITNESS WHEREOF, I have hereunto set my hand this of 27th day
of January, 1999.
/s/Dr. William E. Hoffman
Dr. William E. Hoffman
Sworn to before me this of 27th day of January, 1999.
/s/Chareen C. Smith
Chareen C. Smith, Notary Public
County of Jackson, State of Missouri
My commission expires May 1, 2001.
POWER OF ATTORNEY
WHEREAS the undersigned is a Director of UMB Scout Capital Preservation
Fund, Inc., a Maryland Corporation which intends to do business as an
open-end diversified investment company (mutual fund), and
WHEREAS the UMB Scout Capital Preservation Fund, Inc. intends to register
its shares with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940 and
with the Securities Departments of the various states and the
District of Columbia. Now, therefore,
KNOW ALL MEN BY THESE PRESENTS:
THAT the undersigned does hereby appoint each of the persons
hereinafter set out as his attorney each with the power to act
severally in the name of the undersigned and to execute on his
behalf all forms and documents required by the Securities and
Exchange Commission, or any state of the United States of
America, or the District of Columbia, in connection with the
initial registration of the securities of the UMB Scout Captial
Preservation Fund, Inc. and in the maintenance of such registrations.
Larry D. Armel
P. Bradley Adams
Martin A. Cramer
IN WITNESS WHEREOF, I have hereunto set my hand this of 27th day
of January, 1999.
/s/Eric T. Jager
Eric T. Jager
Sworn to before me this of 27th day of January, 1999.
/s/Chareen C. Smith
Chareen C. Smith, Notary Public
County of Jackson, State of Missouri
My commission expires May 1, 2001.
POWER OF ATTORNEY
WHEREAS the undersigned is a Director of UMB Scout Capital Preservation
Fund, Inc., a Maryland Corporation which intends to do business as an
open-end diversified investment company (mutual fund), and
WHEREAS the UMB Scout Capital Preservation Fund, Inc. intends to register
its shares with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940 and
with the Securities Departments of the various states and the
District of Columbia. Now, therefore,
KNOW ALL MEN BY THESE PRESENTS:
THAT the undersigned does hereby appoint each of the persons
hereinafter set out as his attorney each with the power to act
severally in the name of the undersigned and to execute on his
behalf all forms and documents required by the Securities and
Exchange Commission, or any state of the United States of
America, or the District of Columbia, in connection with the
initial registration of the securities of the UMB Scout Captial
Preservation Fund, Inc. and in the maintenance of such registrations.
Larry D. Armel
P. Bradley Adams
Martin A. Cramer
IN WITNESS WHEREOF, I have hereunto set my hand this of 27th day
of January, 1999.
/s/Stephen F. Rose
Stephen F. Rose
Sworn to before me this of 27th day of January, 1999.
/s/Chareen C. Smith
Chareen C. Smith, Notary Public
County of Jackson, State of Missouri
My commission expires May 1, 2001.
POWER OF ATTORNEY
WHEREAS the undersigned is a Director of UMB Scout Capital Preservation
Fund, Inc., a Maryland Corporation which intends to do business as an
open-end diversified investment company (mutual fund), and
WHEREAS the UMB Scout Capital Preservation Fund, Inc. intends to register
its shares with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940 and
with the Securities Departments of the various states and the
District of Columbia. Now, therefore,
KNOW ALL MEN BY THESE PRESENTS:
THAT the undersigned does hereby appoint each of the persons
hereinafter set out as his attorney each with the power to act
severally in the name of the undersigned and to execute on his
behalf all forms and documents required by the Securities and
Exchange Commission, or any state of the United States of
America, or the District of Columbia, in connection with the
initial registration of the securities of the UMB Scout Captial
Preservation Fund, Inc. and in the maintenance of such registrations.
Larry D. Armel
P. Bradley Adams
Martin A. Cramer
IN WITNESS WHEREOF, I have hereunto set my hand this of 27th day
of January, 1999.
/s/Stuart L. Wien
Stuart L. Wien
Sworn to before me this of 27th day of January, 1999.
/s/Chareen C. Smith
Chareen C. Smith, Notary Public
County of Jackson, State of Missouri
My commission expires May 1, 2001.
EX99.23j2I
POWER OF ATTORNEY
WHEREAS the undersigned is a Director of UMB Scout Kansas Tax-Exempt Bond
Fund, Inc., a Maryland Corporation which intends to do business as an
open-end diversified investment company (mutual fund), and
WHEREAS the UMB Scout Kansas Tax-Exempt Bond Fund, Inc. intends to register
its shares with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940 and
with the Securities Departments of the various states and the
District of Columbia. Now, therefore,
KNOW ALL MEN BY THESE PRESENTS:
THAT the undersigned does hereby appoint each of the persons
hereinafter set out as his attorney each with the power to act
severally in the name of the undersigned and to execute on his
behalf all forms and documents required by the Securities and
Exchange Commission, or any state of the United States of
America, or the District of Columbia, in connection with the
initial registration of the securities of the UMB Scout Captial
Preservation Fund, Inc. and in the maintenance of such registrations.
Larry D. Armel
P. Bradley Adams
Martin A. Cramer
IN WITNESS WHEREOF, I have hereunto set my hand this of 27th day
of January, 1999.
/s/Dr. William E. Hoffman
Dr. William E. Hoffman
Sworn to before me this of 27th day of January, 1999.
/s/Chareen C. Smith
Chareen C. Smith, Notary Public
County of Jackson, State of Missouri
My commission expires May 1, 2001.
POWER OF ATTORNEY
WHEREAS the undersigned is a Director of UMB Scout Kansas Tax-Exempt Bond
Fund, Inc., a Maryland Corporation which intends to do business as an
open-end diversified investment company (mutual fund), and
WHEREAS the UMB Scout Kansas Tax-Exempt Bond Fund, Inc. intends to register
its shares with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940 and
with the Securities Departments of the various states and the
District of Columbia. Now, therefore,
KNOW ALL MEN BY THESE PRESENTS:
THAT the undersigned does hereby appoint each of the persons
hereinafter set out as his attorney each with the power to act
severally in the name of the undersigned and to execute on his
behalf all forms and documents required by the Securities and
Exchange Commission, or any state of the United States of
America, or the District of Columbia, in connection with the
initial registration of the securities of the UMB Scout Kansas Tax-Exempt
Bond Fund, Inc. and in the maintenance of such registrations.
Larry D. Armel
P. Bradley Adams
Martin A. Cramer
IN WITNESS WHEREOF, I have hereunto set my hand this of 27th day
of January, 1999.
/s/Eric T. Jager
Eric T. Jager
Sworn to before me this of 27th day of January, 1999.
/s/Chareen C. Smith
Chareen C. Smith, Notary Public
County of Jackson, State of Missouri
My commission expires May 1, 2001.
POWER OF ATTORNEY
WHEREAS the undersigned is a Director of UMB Scout Kansas Tax-Exempt Bond
Fund, Inc., a Maryland Corporation which intends to do business as an
open-end diversified investment company (mutual fund), and
WHEREAS the UMB Scout Kansas Tax-Exempt Bond Fund, Inc. intends to register
its shares with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940 and
with the Securities Departments of the various states and the
District of Columbia. Now, therefore,
KNOW ALL MEN BY THESE PRESENTS:
THAT the undersigned does hereby appoint each of the persons
hereinafter set out as his attorney each with the power to act
severally in the name of the undersigned and to execute on his
behalf all forms and documents required by the Securities and
Exchange Commission, or any state of the United States of
America, or the District of Columbia, in connection with the
initial registration of the securities of the UMB Scout Kansas Tax-Exempt
Bond Fund, Inc. and in the maintenance of such registrations.
Larry D. Armel
P. Bradley Adams
Martin A. Cramer
IN WITNESS WHEREOF, I have hereunto set my hand this of 27th day
of January, 1999.
/s/Stephen F. Rose
Stephen F. Rose
Sworn to before me this of 27th day of January, 1999.
/s/Chareen C. Smith
Chareen C. Smith, Notary Public
County of Jackson, State of Missouri
My commission expires May 1, 2001.
POWER OF ATTORNEY
WHEREAS the undersigned is a Director of UMB Scout Kansas Tax-Exempt Bond
Fund, Inc., a Maryland Corporation which intends to do business as an
open-end diversified investment company (mutual fund), and
WHEREAS the UMB Scout Kansas Tax-Exempt Bond Fund, Inc. intends to register
its shares with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940 and
with the Securities Departments of the various states and the
District of Columbia. Now, therefore,
KNOW ALL MEN BY THESE PRESENTS:
THAT the undersigned does hereby appoint each of the persons
hereinafter set out as his attorney each with the power to act
severally in the name of the undersigned and to execute on his
behalf all forms and documents required by the Securities and
Exchange Commission, or any state of the United States of
America, or the District of Columbia, in connection with the
initial registration of the securities of the UMB Scout Kansas Tax-Exempt
Bond Fund, Inc. and in the maintenance of such registrations.
Larry D. Armel
P. Bradley Adams
Martin A. Cramer
IN WITNESS WHEREOF, I have hereunto set my hand this of 27th day
of January, 1999.
/s/Stuart L. Wien
Stuart L. Wien
Sworn to before me this of 27th day of January, 1999.
/s/Chareen C. Smith
Chareen C. Smith, Notary Public
County of Jackson, State of Missouri
My commission expires May 1, 2001.
