FILE NO. 033-58070
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. 14 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 /X/
Amendment No. 16
(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)
/_/ 60 days after filing pursuant to paragraph (a)(1)
/ / on March 31, 1999 pursuant to paragraph (a)(1)
/X/ 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.
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UMB Scout Funds
WORLDWIDE SELECT FUND
Prospectus May 14, 1999
A no-load mutual fund that invests substantially all its assets in equity
securities of established companies either located outside the United States or
whose primary business is carried on outside the country.
PROSPECTUS
May 14, 1999
Toll-Free 800-996-2862
UMB Scout WorldWide Select Fund
Investment Adviser and Manager:
UMB BANK, N.A.
Kansas City, Missouri
Distributor:
JONES & BABSON, INC.
Kansas City, Missouri
TABLE OF CONTENTS Page
Information About the Fund
Investment Objective and Portfolio Management Policy 2
Risk Factors 2
Fees and Expenses 3
Related Performance 4
Investment Adviser and Manager 4
Information About Investing
How to Purchase Shares 5
How to Redeem Shares 5
Conducting Business with the UMB Scout Funds 6
Additional Policies about Transactions 8
Shareholder Services 8
How Share Price is Determined 9
Dividends, Distributions and their Taxation 9
Shares of the Fund 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.
INVESTMENT OBJECTIVE AND PORTFOLIO MANAGEMENT POLICY
The objective of the UMB Scout WorldWide Fund is long-term growth of capital
and income. To pursue this objective, the Fund invests substantially all of
its assets in equity securities of established companies either
located outside the U.S. or whose primary business is carried on outside the
country. The fund's investment adviser and manager, UMB Bank, n.a., seeks
investments in companies that are known for the quality and
acceptance of their products or services and for their ability to generate
profits and/or dividends.
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). The Fund will invest no more than 25% of its assets in any
one country and intends to be invested in at least three countries except
when the investment advisor believes the economic and business conditions
warrant otherwise.
The Fund will invest 90% of its assets in equity securities except when the
adviser believes a negative short-term situation exists. During those times
the Fund may invest temporarily a higher percentage of its assets in preferred
stocks, bonds or other defensive investments. The Fund may also invest all of
its assets in cash, short-term obligations, government securities or other
high-quality investments for temporary or defensive purposes. Keep in mind
that a temporary defensive strategy still has the potential to lose money. In
addition, the Fund intends to hold a small percentage of cash or high-quality,
short-term debt obligations for reserves to cover redemptions and unanticipated
expenses. The Fund also intends to use currency forwards to hedge the Fund
against possible foreign currency price changes. Shareholder approval is not
required to modify the Fund's investment objective or policies.
RISK FACTORS
Common stocks fluctuate in price. Since the Fund is comprised primarily of
common stocks, the value of the Fund will go up and down and you will make or
lose money with these fluctuations. However, we believe those risks are reduced
through careful management and diversification of assets.
International investing poses additional risks that could cause losses to the
Fund. If the security 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. The Fund intends to
limit this risk by investing no more than 20% of the assets of the Fund in
developing countries.
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. We are taking steps to address the Year 2000
issue with respect to the computers we use, and have asked that our major
service providers take comparable steps. However, there is no way to be sure
that these steps will completely protect the Fund from being affected.
The shares offered by this prospectus are not deposits or obligations of, nor
guaranteed or endorsed by, UMB Bank, n.a., or any of its affiliate banks. They
are not federally insured by the Federal Deposit Insurance Corporation
(F.D.I.C.), the Federal Reserve Board or any other agency. These shares involve
investment risks, including the possible loss of the principal invested.
FEES & EXPENSES
The following tables describe the fees and expenses that you may pay if you buy
and hold shares of the Fund. The Fund is new, so the amount of "Other
Expenses," "Total Annual Fund Operating Expenses" and the "Fee Examples" are
based on estimates for the first year of operations.
Shareholder Fees
(Fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases None
Maximum Deferred Sales Charge (Load) None
Maximum Sales Charge (Load) Imposed on Reinvested Dividends None
Redemption Fee None
Exchange Fee None
Annual Fund Expenses*
(Expenses deducted from Fund assets)
Management Fees .85%
Distribution (12b-1) Fees None
Other Expenses .02%
Total Annual Fund Expenses .87%
*As a percentage of average annual net assets.
Fee Examples
The following examples are intended to help you compare the cost of investing
in the Fund 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 of 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:
1 Year 3 Years
$90 $280
RELATED PERFORMANCE
The table below shows performance of the UMB Scout WorldWide Fund. The UMB
Scout WorldWide Fund is a separate mutual fund managed by the same UMB Bank,
n.a. portfolio manager in a similar investment style as the UMB Scout
WorldWide Select Fund, with the exception that the UMB Scout WorldWide Fund
intends to hold more cash than the UMB Scout WorldWide Select Fund. Please note
that the performance results shown are not those of the UMB Scout WorldWide
Select Fund, and are not intended to predict or suggest the return to be
experienced by the Fund or the return an individual investor might achieve by
investing in the Fund. The performance numbers are provided to show the
investor how the portfolio manager has performed historically with a similar
investment style to the newly offered Fund.
Average Annual Total Return as of December 31, 1998
1 Year 5 Years Since Inception, 9/93
UMB Scout WorldWide Fund 17.96% 14.49% 14.83%
INVESTMENT ADVISER AND MANAGER
UMB Bank, n.a., is the Fund's investment adviser and manager. James L. Moffett
has been the manager of UMB Scout Worldwide Select Fund since its inception in
1999. He is a Chartered Financial Analyst. He joined UMB Bank Kansas in 1979,
and has over 30 years of investment management experience, including management
of the UMB Scout WorldWide Fund since that Fund's inception in 1993.
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 Fund. 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 the Fund are payable by the Fund. These expenses include taxes,
interest, governmental charges and fees, including registration of the Fund
with the Securities and Exchange Commission and fees payable to the various
states. The Fund also pays its own brokerage costs, dues, and all
extraordinary costs including expenses arising out of anticipated or actual
litigation or administrative proceedings.
Jones & Babson, Inc. was founded in 1959. It organized the Fund in 1999, and
acts as its principal underwriter at no cost to the Fund.
For its services, the Fund pays UMB Bank, n.a., a fee at the annual rate of
85/100 of one percent (0.85%) of average daily net assets. The Management
Agreement limits the liability of UMB Bank, n.a., as well as its officers,
directors and personnel, to acts or omissions involving willful malfeasance,
bad faith, gross negligence or reckless disregard of their duties.
HOW TO PURCHASE SHARES
No-Load Fund
There are no sales commissions or Rule 12b-1 distribution fees
How to Buy Shares (see chart on next page 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 for Automatic Monthly Investments
$1,000 for exchanges from another UMB Scout Fund
Minimum Additional Investment
$100 for purchases by phone or mail ($1,000 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
CONDUCTING BUSINESS WITH THE UMB SCOUT FUNDS
BY PHONE
800-996-2862,
in the Kansas City area 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 have received 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.
You may withdraw any amount by telephone ($500 minimum if wired). We will send
funds only to the address or bank account on file with us. Provide the Fund's
name, your account number, the names of each account owner (exactly as
registered), and the number of shares or dollar amount to be redeemed. For
wires, also provide the bank name and bank account number.
You may exchange shares ($1,000 minimum or the
initial minimum fund requirement) for shares in another UMB Scout Fund. The
shares being exchanged must have been held in open account for 15 days or more.
BY MAIL
UMB Scout WorldWide Select Fund
P.O. Box 410498
Kansas City, MO 64141-0498
Complete and sign the application included with this Prospectus. Your initial
investment must meet the minimum amount. 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).
In a letter, include the genuine signature of each
registered owner (exactly as registered), the name of each account owner, the
account number and the number of shares or the dollar amount to be redeemed.
We will send funds only to the address of record.
In a letter, include the genuine signature of each registered owner, the
account number, the number of shares or dollar amount to be exchanged ($1,000
minimum) and the UMB Scout Fund into which the amount is being transferred.
BY WIRE
UMB Bank, n.a.,
Kansas City, Missouri, ABA
#101000695
For UMB Scout WorldWide
Select Fund/AC=987032-6213
OBI=(your account number and
account name)
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 will be delayed.
Wire share purchases ($1,000 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.
Redemption proceeds ($1,000 minimum) may be wired to your pre-identified bank
account. A minimal fee may be deducted. If we receive your request before
4:00 P.M. (Eastern Time) we will normally wire funds the following
business day. If we receive your request later in the day, we will normally
wire funds on the second business day. Contact your bank about the time of
receipt and availability.
Not applicable.
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.
Systematic Redemption Plan:
You may specify a dollar amount ($50 minimum) to be withdrawn monthly or
quarterly or have your shares redeemed at a rate calculated to exhaust the
account at the end of a specified period. A fee of $1.50 or less may be
charged for each withdrawal. You must own shares in an open account valued at
$10,000 when you first authorize the systematic redemption plan. You may
cancel or change your plan or redeem all your shares at any time. We will
continue withdrawals until your shares are gone or until the Fund or you
cancel the plan.
Monthly Exchanges:
You may authorize monthly exchanges from your account ($100 minimum) to
another UMB Scout Fund. Exchanges will be continued until all shares have been
exchanged or until you terminate the service.
ADDITIONAL POLICIES ABOUT TRANSACTIONS
Transaction requests must be complete and in good order to be processed. 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 the Fund and its shareholders.
Redemptions - We try to send proceeds as soon as practicable. 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.
If you request a redemption within 15 days of purchase, we will delay sending
your proceeds until we are certain that we have collected unconditional
payment, or until 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.
Signature Guarantees - You can get a signature guarantee from most banks or
securities dealers, 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
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 Fund are purchased or redeemed at the net asset value per share
next calculated after your purchase order and payment or redemption order
is received in good order. In the case of certain institutions which have
made satisfactory payment or redemption arrangements with the Fund and have
received your purchase, payment or redemption order, we may process the order
at the net asset value per share next effective after receipt by us
from the institution.
The per share calculation is made by subtracting from the Fund's total assets
any liabilities and then dividing into this amount the total outstanding shares
as of the date of the calculation. The net asset value per share is
computed once daily, Monday through Friday, at 4:00 p.m. (Eastern Time) on
days when the Fund is open for business (generally the same days that the New
York Stock Exchange is open for trading).
Each security owned by the Fund that is listed on an Exchange is valued at its
last sale price on that Exchange on the date as of which assets are valued.
Where the security is listed on more than one Exchange, the Fund 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 Board of Directors.
DIVIDENDS, DISTRIBUTIONS AND THEIR TAXATION
The Fund pays shareholders distributions from its net investment income semi-
annually, usually in June and December. Distributions from any net capital
gains that it has realized on the sale of securities will be declared annually
on or before December 31. 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. There are no fees or sales charges on reinvestments.
Dividends from net investment income or net short-term gains will be taxable
(for investors subject to income taxes) as ordinary income, whether paid in
cash or in additional shares. Whether paid in cash or additional shares, and
regardless of the length of time shares have been owned by the shareholder,
distributions from long-term capital gains are taxable to shareholders as such,
but are not eligible for the dividends-received deduction for corporations.
Also, if purchases of shares in the Fund are made shortly before a record date
for a dividend or capital gains distribution, a portion of the investment will
be returned as a taxable distribution (for investors subject to tax).
Distributions declared in October, November or December and made payable to
shareholders of record in such a month are deemed to have been received by
shareholders on December 31 of such year, so long as the distributions are
actually paid before February 1 of the following year. You will be notified
each January as to the federal tax status of distributions paid by the Fund.
Such distributions may also be subject to state and local taxes.
Taxes on Transactions - Exchange and redemption of Fund shares are taxable
events for federal income tax purposes. Any loss incurred on a sale or exchange
of the Fund's shares held for six months or less will be treated as a long-term
capital loss to the extent of capital gains received with respect to such
shares. Starting January 1, 2001, sales of securities held for more than five
years will be taxed at special lower rates. You may also be subject to state
and municipal taxes on such exchanges and redemptions.
Because everyone's tax situation is unique, always consult your tax
professional about federal, state and local tax consequences.
Dividends-Received Deduction for Corporations - Dividends from net investment
income and short-term capital gains will generally qualify in part for the
70% dividends-received deduction for corporations. The Fund will send to
shareholders a statement each year advising the amount of the dividend
income which qualifies for such treatment.
Withholding - You must certify on your application, or on a separate form
supplied by us, that your Social Security or Taxpayer Identification Number
provided is correct and that you are not currently subject to backup
withholding, or that you are exempt from backup withholding. Otherwise, we are
required by federal law to withhold 31% of reportable payments paid to you.
UMB Scout Funds
100% No-Load Mutual Funds
Stock Fund
Stock Select Fund
Regional Fund
WorldWide Fund
WorldWide Sewlect Fund
Capital Preservation Fund
Balanced Fund
Bond Fund
Kansas Tax-Exempt Bond Fund*
Money Market Fund
Tax-Free Money Market Fund
*Available in Kansas and Missouri only.
Manager and Investment Adviser
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 Fund and is incorporated by reference into this Prospectus. The
fund's annual and semi-annual reports to shareholders contain additional
information about the fund's investments. In the fund's annual report, you
will find a discussion of the market conditions and investment strategies that
significantly affected the fund's performance during its last fiscal year.
You may obtain a free copy of these documents by calling, writing or e-mailing
the Fund as shown below. You also may call the toll free number given below to
request other information about the Fund and to make shareholder inquiries.
You may review and copy the SAI and other information about the Fund 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.
UMB Scout Funds
P.O. Box 410498
Kansas City, MO 64141-0498
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.
<PAGE>
PART B
UMB SCOUT WORLDWIDE SELECT FUND
a series of UMB Scout WorldWide Fund, Inc.
STATEMENT OF ADDITIONAL INFORMATION
May 14, 1999
This Statement is not a Prospectus but should be
read in conjunction with the current Prospectus of the
Fund dated May 14, 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 2
Information About the Fund's Investments 2
Objective and Principal Investment Strategy 2
Risk Factors Applicable to Foreign Investments 2
Repurchase Agreements 2
Cash Management 3
Fundamental Investment Policies and Restrictions 3
Non-Fundamental Investment Policies and Restrictions 4
Fund Transactions 5
Performance Data 6
Performance Measures 6
Performance Comparisons 7
Purchasing and Selling Shares 7
Purchases 7
Sales (Redemptions) 8
Signature Guarantees 8
How Share Price Is Determined 8
Additional Purchase and Redemption Policies 9
Management of the Company and Fund 9
Directors and Officers 8
Compensation 10
Investment Adviser and Manager 10
Underwriter and Distributor 12
Transfer agent and Fund Accounting Agent 12
Custodian 12
Independent Auditor 12
Dividends, Distributions and their Taxation 12
General Information and History 14
Financial Statements 14
Appendix-Credit Ratings 15
INTRODUCTION
The UMB Scout WorldWide Select Fund (hereafter, the "Fund") is a series of
UMB Scout WorldWide Fund, Inc. (hereafter, the "Company"). The Fund is
classified as an open-end, diversified management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"). This
classification means that the assets of the Fund are invested in a diversified
portfolio of securities and that the Fund operates as a mutual fund, allowing
shareholders to buy and sell shares at any time (as described in the
Prospectus).
This Statement of Additional Information supplements the information contained
in the Prospectus of the Fund.
INFORMATION ABOUT THE FUND'S INVESTMENTS
Objective and Principal Investment Strategy
The Fund's investment objective is long-term growth of capital and income.
Its principal investment strategy is to invest substantially all of its assets
in equity securities (common stocks and securities convertible into common
stocks) of established companies either located outside the U.S. or whose
primary business is carried on outside the country. 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 Standard &
Poor's. The Fund's investments are selected by UMB Bank, n.a., which serves
as investment adviser and manager. The objective and principal investment
strategy are discussed in detail in the Prospectus.
Risk Factors Applicable to Foreign Investments
From time to time, UMB Scout WorldWide Select Fund may invest in companies
located in developing countries. A developing country is generally considered
to be a country which 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. The Fund
will not invest more than 20% of its total assets in companies located in
developing countries.
The risks to which the UMB Scout WorldWide Select Fund is 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 Fund. This Fund
is intended to provide international diversification only, it is not a
complete investment program.
Under normal circumstances the Fund will invest at least 90% of its assets in
equity securities of foreign issuers. However, to meet the liquidity needs of
the Fund or when the Fund believes that investments should be deployed in a
temporary defensive posture because of economic or market conditions, the Fund
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 Standard & Poor's Corporation
or Moody's Investors Service 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 Fund may also hold cash and time
deposits in foreign banks, denominated in any major foreign currency.
Repurchase Agreements
The Fund 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 Fund's cost plus interest at an
agreed rate upon demand or within a specified time, thereby determining the
yield during the Fund's 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 Fund.
The Fund 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 and other
illiquid securities will not exceed 15% of the net assets of the Fund.
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 Fund 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 Fund may not be able to perfect its interest in the underlying
securities. While the Fund's management acknowledges these risks, it is
expected that they can be controlled through stringent security selection
criteria and careful monitoring procedures.
Cash Management
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. In
addition, the Fund may invest up to 100% of its assets in such securities for
temporary or emergency purposes. Such high quality, short-term debt
obligations may include:
(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 Investors Service, Inc. (Moody's)
or A-2 or higher by Standard and Poor's Corporation (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; (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.
Please see the Appendix of this Statement of Additional Information for the
Descriptions of the various credit ratings referred to above.
Fundamental Investment Policies and Restrictions
The Fund has adopted the following fundamental investment policies and
restrictions which 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 the 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.
Concentration. The Fund will not 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 more than 25% of its net assets is 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.
Senior Securities and Borrowing. The Portfolio may not borrow money or issue
senior securities, except as the 1940 Act, any rule or order thereunder, or
SEC interpretation thereof, may permit.
Underwriting. The Fund may not 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.
Real Estate. The Fund 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.
Commodities. The Fund may not 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.
Lending. The Fund may not 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.
Non-Fundamental Investment Policies and Restrictions
In addition to the fundamental policies and investment restrictions described
above, and the various general investment policies described in the
Prospectus, the 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.
Other Investment Companies. The 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, the Fund
may not 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, the 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.
Depository Receipts. In order for the Fund to achieve its objectives, 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.
Foreign Currencies and/or Forward Foreign Currency Transactions. In order to
expedite settlement of portfolio transactions and to minimize currency value
fluctuations, the Fund may purchase foreign currencies and/or 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 brought 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 which 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.
Illiquid Securities. The Fund may not invest more than 15% of its net assets
in securities which it 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.
Investment Techniques. 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 does 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.
Fund Transactions
Decisions to buy and sell securities for the Fund are made by the Fund's
investment adviser and manager, UMB Bank, n.a. Officers of the investment
adviser 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.
In instances where securities are purchased on a commission basis, the Fund
will seek competitive and reasonable commission rates based on circumstances
of the trade involved. The Fund 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.
As permitted by Section 28(e) of the Securities Exchange Act of 1934, the
adviser may seek execution of trades at a commission rate that is higher than
the rate that may be available from other brokers, if the commission rate is
reasonable in relation to the brokerage and research services provided to the
adviser by the broker or dealer. Such services may include, but are not
limited to, information as to the availability of securities for purchase or
sale, statistical or factual information, or opinions pertaining to
investments. Allocation of brokerage is reviewed regularly by both the Board
of Directors for the Fund and by the investment adviser.
Research services furnished by broker-dealers may be useful to the Fund's
adviser in serving other clients, as well as the Fund. Conversely, the Fund
may benefit from research services obtained by the manager or its investment
counsel from the placement of portfolio brokerage of other clients.
The Fund believes it is in its best interest and that of its 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 Fund, when acting
on its behalf, as well as for any research or other services provided to the
Fund. Substantially all of the portfolio transactions are through brokerage
firms which are members of the New York Stock Exchange which is typically the
most active market in the size of the Fund's transactions and for the types of
securities predominant in the Fund's portfolio. When buying securities in the
over-the-counter market, the Fund will select a broker who maintains a primary
market for the security unless it appears that a better combination of price
and execution may be obtained elsewhere.
Since the Fund does not market its shares through intermediary brokers or
dealers, it is not the Fund's practice to allocate brokerage or principal
business on the basis of sales of its shares which may be made through such
firms. However, it may place portfolio orders with qualified broker-dealers
who recommend the Fund to other clients, or who act as agents in the purchase
of the Fund's shares for their clients.
When it appears to be in the best interests of its shareholders, the Fund may
join with other clients of the investment adviser 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.
PERFORMANCE DATA
Performance Measures
The 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 the 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 Fund 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 the Fund's operations, or on a year-by-year basis). When
considering "average" total return figures for periods longer than one year,
it is important to note that a Fund's annual total return for any one year in
the period might have been greater or less than the average for the entire
period.
The Fund's "average annual total return" figures 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
year (or other) periods at the end of the 1, 5 or
10 year (or other) periods (or fractional portions
thereof).
Performance Comparisons
In advertisements or in reports to shareholders, the Fund may compare its
performance to that of other mutual funds with similar investment objectives
and to stock or other relevant indices. For example, it may compare its
performance to rankings prepared by Lipper Analytical Services, Inc. (Lipper),
a widely recognized independent service which monitors the performance of
mutual funds, or other mutual fund comparison sources such as CDA Mutual
Fund Report, or Mutual Fund Source Book (published by Morningstar), or other
information published by Morningstar. The Fund may 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, the Dow Jones Composite Average, and its component averages, the
Wiltshire 5000 Equity Index, or the Consumer Price Index. 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, US News & World Report,
Changing Times, Financial World and Barron's may also be used in comparing
performance of the Fund. The Fund may also make comparisons to historical
data compiled by the research departments of broker-dealer firms or to
financial or exonomic indicators published by Ibbotson Associates.
Performance comparisons should not be considered as representative of the
future performance of the Fund.
PURCHASING AND SELLING SHARES
Purchases
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. If you use the services of
any other broker to purchase or redeem shares of the Fund, 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 Fund.
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.
Normally, the shares which you purchase are held by the Fund in open account,
thereby relieving you of the responsibility of providing for the safekeeping
of a negotiable share certificate. Should you have a special need for a
certificate, one will be issued on request for all or a portion of the whole
shares in your account. There is no charge for the first certificate issued.
A charge of $3.50 will be made for any replacement certificates issued. In
order to protect the interests of the other shareholders, share certificates
will be sent to those shareholders who request them only after the Fund has
determined that unconditional payment for the shares represented by the
certificate has been received by its custodian, UMB Bank, n.a.
If an order to purchase shares must be canceled due to non-payment, the
purchaser will be responsible for any loss incurred by the Fund arising out of
such cancellation. To recover any such loss, the Fund reserves 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 Fund reserves the right in its 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 Fund and its shareholders.
The Fund reserves 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 Fund sustains a loss as the result of failure by a
purchaser to make payment, the Fund's underwriter, Jones & Babson, Inc., will
cover the loss.
Sales (Redemptions)
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 Telephone/Telegraph Redemption Service may only be used for non
certificated shares held in an open account. We reserve the right to refuse a
telephone or telegraph redemption request. At our option, we may pay such
redemption by wire or check. We may reduce or waive the $10 charge for wiring
redemption proceeds in connection with certain accounts.
To participate in the Systematic Redemption Plan your dividends and capital
gains distributions must be reinvested in additional shares of the Fund.
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 Investment Company Act of 1940: (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 Fund of securities
owned by it is not reasonably practicable, or (b) it is not reasonably
practicable for the Fund 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 Fund's shareholders.
The Fund may elect to redeem shares "in-kind" by transferring portfolio
securities to the redeeming shareholder. 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 provided in the Prospectus. Signature guarantees must appear
together with the signature(s) of the registered owner(s) on:
(1) a written request for redemption;
(2) 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
(3) all stock certificates tendered for redemption.
How Share Price is Determined
The net asset value per share is computed once daily, Monday through Friday,
at 4:00 p.m. (Eastern Time) except: days when the Fund is not open for
business; days on which changes in the value of portfolio securities will not
materially affect the net asset value; days during which no purchase or
redemption order is received by the Fund; and customary holidays.
The Fund does not compute its net asset value on the following customary
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
Thanksgiving Day Fourth Thursday in November
Christmas Day December 25
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 Fund's special
investment programs.
Cancel or change the telephone investment service, the telephone/telegraph
exchange service and the automatic monthly investment plan without prior
notice to you where in the best interest of the Fund and its investors.
Cancel or change the telephone/telegraph 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/telegraph 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/telegraph 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
Fund and its shareholders.
MANAGEMENT OF THE COMPANY AND FUND
Directors and Officers
The officers of the Company manage the day-to-day operations of the Company
and the Fund. The Company's officers, as well as the Fund's investment
adviser and manager, are subject to the direct supervision and control of the
Board of Directors. Four of the five members of the Board of Directors are
considered to be independent Directors because they are not "interested
persons" of the Company or the investment adviser, as that term is defined in
the 1940 Act. 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. Unless noted otherwise, the address of
each officer and director is BMA Tower, 700 Karnes Blvd., Kansas City,
Missouri 64108-3306. Except as indicated, each has been an employee of Jones
& Babson, Inc. for more than five years.
*Larry D. Armel (56), President and Director. President and Director, Jones &
Babson, Inc., President and Director (or Trustee) of the nine investment
companies within the Babson Mutual Fund Group; President and Director of the
nine investment companies within the UMB Scout Funds group; President and
Director of the five investment companies within the Buffalo Group of Mutual
Funds; President and Director of Investors Mark Series Fund, Inc. and Director
of AFBA Five Star Fund, Inc.
William E. Hoffman, D.D.S. (60), Director. Director of each of the nine
investment companies within the UMB Scout Funds group; Orthodontist, 3700 West
83rd Street, Suite 206, Prairie Village, Kansas 66208.
Eric T. Jager (55), Director. Director of each of the nine 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 (50), Director. Director of each of the nine investment
companies within the UMB Scout Funds group; President, Sun Publications, Inc.,
7373 W. 107th Street, Overland Park, Kansas 66212.
Stuart Wien (75), Director. Director of each of the nine 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 (38), Vice President and Treasurer. Vice President and
Treasurer, Jones & Babson, Inc.; Vice President and Treasurer of the nine
investment companies within the Babson Mutual Fund Group; Vice President and
Treasurer of the nine investment companies within the UMB Scout Funds group;
Vice President and Treasurer of the five investment companies within the
Buffalo Group of Mutual Funds; Vice President and Chief Financial Officer,
AFBA Five Star Fund, Inc.; Principal Financial Officer, Investors Mark Series
Fund, Inc.
Martin A. Cramer (49), Vice President and Secretary. Vice President and
Secretary, Jones & Babson, Inc.; Vice President and Secretary of the nine
investment companies within the Babson Mutual Fund Group; Vice President and
Secretary of the nine investment companies within the UMB Scout Funds group;
Vice President and Secretary of the five investment companies within the
Buffalo Group of Mutual Funds; Secretary and Assistant Vice President, AFBA
Five Star Fund, Inc.; Secretary, Investors Mark Series Fund, Inc.
Constance E. Martin (37), Vice President. Assistant Vice President, Jones &
Babson, Inc.; Vice President of the nine investment companies within the
Babson Mutual Fund Group; Vice President of the nine investment companies
within the UMB Scout Funds group; and Vice President of the five investment
companies within the Buffalo Group of Mutual Funds.
Compensation
None of the officers or directors will be compensated by the Fund 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 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
Fund.
The Fund will not hold annual meetings except as required by the 1940 Act and
other applicable laws. The Company is a Maryland corporation. Under Maryland
law, a special meeting of stockholders of the Fund 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.
Investment Adviser and Manager
UMB Bank, n.a. serves as the investment adviser and manager of the Fund,
pursuant to a Management Agreement with the Company. As investment adviser,
the Bank provides professional portfolio managers who make all decisions
concerning the investment and reinvestment of the assets of the Fund in
accordance with the Fund's stated investment objective and policies. As
manager, UMB Bank, n.a. either provides or pays the cost of all management,
supervisory and administrative services required in the normal operation of
the Fund. The Management Agreement for the Fund provides that the Fund will
pay UMB Bank, n.a. management fees equal to 0.85% of the average annual net
assets of the Fund.
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 Fund's
shares. The shares are continuously offered by Jones & Babson, who has
agreed, as agent of the Fund, to use its best efforts to distribute shares of
the Fund. 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. 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 and Fund Accounting Agent
As manager, UMB Bank, n.a. employs Jones and Babson, Inc. at its own expense
to provide services to the Company and Fund, including the maintenance of a
shareholder accounting and transfer agency system, and such other items as are
incidental to corporate administration.
Custodian
The Fund's assets are held for safekeeping by an independent custodian, UMB
Bank, n.a. This means the bank, rather than the Fund, has possession of the
Fund's cash and securities. As directed by the Company's officers and
portfolio managers, the bank delivers cash to those who have sold securities
to the Fund in return for such securities, and to those who have purchased
portfolio securities from the Fund, it delivers such securities in return for
their cash purchase price. It also collects income directly from issuers of
securities owned by the Fund and holds this for payment to shareholders after
deduction of the Fund's expenses. The custodian is compensated for its
services by the manager. UMB Bank, n.a. also serves as investment adviser and
manager, and receives compensation for all of its services through receipt of
management fees.
Independent Auditors
The Company's 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 Company's present independent auditor.
DIVIDENDS, DISTRIBUTIONS AND THEIR TAXATION
Election to be Taxed as a Regulated Investment Company. The Fund has elected
to be treated as a regulated investment company under Subchapter M of the
Internal Revenue Code (the "Code"), has qualified as such for its most
recent fiscal year, and intends to so qualify during the current fiscal year.
The directors reserve the right not to maintain the qualification of the Fund
as a regulated investment company if they determine such course of action to
be beneficial to the shareholders. In such case, the Fund will be subject to
federal, and possibly state, corporate taxes on its taxable income and gains,
and distributions to the shareholders will be taxed as ordinary dividend
income to the extent of the Fund's available earnings and profits.
All or a portion of any loss that the shareholders realize upon the redemption
of Fund shares will be disallowed to the extent that the shareholders purchase
other shares in the Fund (through reinvestment of dividends or otherwise)
within 30 days before or after share redemption. Any loss disallowed under
these rules will be added to the shareholder's tax basis in the new shares you
purchase.
U.S. Government Obligations. Many states grant tax-free status to dividends
paid to shareholders from interest earned on direct obligations of the U.S.
Government, subject in some states to minimum investment requirements that
must be met by the Fund. Investments in GNMA/FNMA securities, bankers'
acceptances, commercial paper and repurchase agreements collateralized by U.S.
Government securities do not generally qualify for tax-free treatment. At the
end of each calendar year, the Fund will provide the shareholders with the
percentage of any dividends paid that may qualify for tax-free treatment on
the shareholder's personal income tax return. Shareholders should consult
with their own tax advisor to determine the application of state and local
laws to these distributions. Because the rules on exclusion of this income
are different for corporations, corporate shareholders should consult with
their corporate tax advisors about whether any of their distributions may be
exempt from corporate income or franchise taxes.
Dividends-Received Deduction for Corporations. Corporate shareholders should
note that a percentage of the dividends paid by the Fund for the most recent
calendar year qualified for the dividends-received deduction. Corporate
shareholders will be permitted in some circumstances to deduct these qualified
dividends, thereby reducing the tax that would otherwise be required to pay on
these dividends. The dividends-received deduction will be available only with
respect to dividends designated by the Fund as eligible for such treatment.
Dividends so designated by the Fund must be attributable to dividends earned
by the Fund from U.S. corporations that were not debt-financed.
Under the Taxpayer Relief Act of 1997, the amount that
the Fund may designate as eligible for the dividends-received deduction will
be reduced or eliminated if the shares on which the dividends were earned by
the Fund were debt-financed or held by the Fund for less than a 46 day period
during a 90 day period beginning 45 days before the ex-dividend date of the
corporate stock. Similarly, if Fund shares are debt-financed or held by
shareholders for less than this same 46 day period, then the dividends-
received deduction may also be reduced or eliminated. Even if designated as
dividends eligible for the dividends-received deduction, all dividends
(including the deducted portion) must be included in the shareholder's
alternative minimum taxable income calculation.
Conversion Transactions. Gains realized by a Fund from transactions that are
deemed to be "conversion transactions" under the Code, and that would
otherwise produce capital gain may be recharacterized as ordinary income to
the extent that such gain does not exceed an amount defined as the
"applicable imputed income amount." A conversion transaction is any
transaction in which substantially all of the Fund's expected return is
attributable to the time value of the Fund's net investment in such
transaction, and any one of the following criteria are met:
(1) there is an acquisition of property with a substantially
contemporaneous agreement to sell the same or substantially
identical property in the future;
(2) the transaction is an applicable straddle;
(3) the transaction was marketed or sold to the Fund on the basis that
it would have the economic characteristics of a loan but would be
taxed as capital gain; or
(4) the transaction is specified in Treasury regulations to be
promulgated in the future.
The applicable imputed income amount, which represents the deemed return on
the conversion transaction based upon the time value of money, is computed
using a yield equal to 120% of the applicable federal rate, reduced by any
prior recharacterizations under this provision or the provisions of Section
263(g) of the Code dealing with capitalized carrying costs.
Stripped Preferred Stock. Occasionally, the Fund may purchase "stripped
preferred stock" that is subject to special tax treatment. Stripped
preferred stock is defined as certain preferred stock issues where ownership
of the stock has been separated from the right to receive dividends that have
not yet become payable. The stock must have a fixed redemption price, must
not participate substantially in the growth of the issuer and must be limited
and preferred as to dividends. The difference between the redemption price
and purchase price is taken into Fund income over the term of the instrument
as if it were original issue discount. The amount that must be included in
each period generally depends on the original yield to maturity, adjusted for
any prepayments of principal.
Defaulted Obligations. The Fund may be required to accrue income on defaulted
obligations and to distribute such income to you even though it is not
currently receiving interest or principal payments on such obligations. In
order to generate cash to satisfy these distribution requirements, the Fund
may be required to dispose of portfolio securities that it otherwise would
have continued to hold or to use cash flows from other sources such as the
sale of Fund shares.
GENERAL INFORMATION AND HISTORY
UMB Scout WorldWide Fund, Inc. (previously defined as the "Company") 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. The company's shares are divided into two separate series --
the UMB Scout WorldWide Fund series and the UMB Scout WorldWide Select Fund
series (previously defined as the "Fund"). Shares of each series represent
interests in a separate portfolio of investments, and each series is
effectively a separate mutual fund. All shares of a series are of the same
class with 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 series, and (2) equal dividend, distribution and redemption
rights to the assets of the series. Shares when issued are fully paid and non-
assessable. Shareholders do not have pre-emptive or conversion rights.
Non-cumulative voting - The shares of each series 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.
The Maryland General Corporation Law permits registered investment companies,
such as the Company, to operate without an annual meeting of shareholders
under specified circumstances if an annual meeting is not required by the
Investment Company Act of 1940. The Fund has adopted the appropriate
provisions in its By-Laws and may not, at its discretion, hold annual meetings
of shareholders for the following purposes unless required to do so: (1)
election of directors; (2) approval of continuance of any investment advisory
agreement; (3) ratification of the selection of independent auditors; and (4)
approval of a distribution plan. As a result, the Fund does not intend to hold
annual meetings.
The Fund may use the name "UMB" and "Scout" in its name so long as UMB
Bank, n.a. is continued as investment adviser or manager.
APPENDIX
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.
Aa - 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 1 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 Indicates That Fitch Does Not Rate The Specific Issue
DESCRIPTION OF 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.
F1 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 "F1+" and "F1".
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.
18
<PAGE>
UMB SCOUT WORLDWIDE FUND, INC.
UMB SCOUT WORLDWIDE SELECT FUND
PART C
OTHER INFORMATION
ITEM 23. EXHIBITS:
(a) Articles of Incorporation
(1) Articles of Incorporation
filed and effective in
Maryland on January 7, 1993
are filed herewith as
Exhibit No. EX99.23(a)(1).
(2) Articles of Amendment
filed and effective in
Maryland on April 27, 1995
are filed herewith as
Exhibit No. EX99.23(a)(2).
(3) Articles of Amdendment
filed in Maryland and
effective on October 31, 1998
are filed herewith as
Exhibit No. EX99.23(a)(3).
(4) Form of Articles Supplementary
creating the UMB Scout WorldWide
Select Fund Portfolio series
to be filed in Maryland
are filed herewith as
Exhibit No. EX99.23(a)(4).
(b) Form of By-Laws for
UMB Scout WorldWide Fund, Inc.
are filed herewith as
Exhibit No. EX99.23(b).
(c) Specimen copy of each security
(1) Form of stock certificate of
UMB Scout WorldWide Fund series
of the registrant is filed herewith as
Exhibit No. EX99.23(c)(1).
(2) Form of stock certificate of
UMB Scout Stock Select Fund series
of the registrant is filed herewith as
Exhibit No. EX99.23(c)(2).
(d) Management Agreement
(1) Management Agreement
between UMB Bank, n.a. and
UMB Scout WorldWide Fund, Inc.
dated January 1, 1996
on behalf of
UMB Scout WorldWide Fund series
is filed herewith as
Exhibit No. EX99.23(d)(1).
(2) Form of Management Agreement
between UMB Bank, n.a. and
UMB Scout WorldWide Fund, Inc.
on behalf of the
UMB Scout WorldWide Select Fund series
is filed herewith as
Exhibit No. EX99.23(d)(2).
(e) Underwriting Agreement
(1) Underwriting Agreement
between Jones & Babson, Inc. and
UMB Scout WorldWide Fund, Inc.
dated September 30, 1993
on behalf of
UMB Scout WorldWide Fund series
is filed herewith as
Exhibit No. EX99.23(e)(1).
(2) Form of Underwriting Agreement
between Jones & Babson, Inc. and
UMB Scout WorldWide Fund, Inc.
on behalf of the
UMB Scout WorldWide Select Fund series
is filed herewith as
Exhibit No. EX99.23(e)(2).
(f) Not Applicable.
(g) Form of Custodian Agreement
between UMB Bank, n.a. and
the Registrant is filed herewith as
Exhibit No. EX99.23(g).
(h) Form of Transfer Agency Agreement
between Jones & Babson, Inc. and
the Registrant is filed herewith as
Exhibit No. EX99.23(h).
(i) Opinion and Consent of Counsel as to the
Legality of the Securities to be offered.*
(j) Powers of Attorney
are filed herewith as
Exhibit No. EX99.23(j).
(k) Not Applicable.
(l) Not Applicable.
(m) Not Applicable.
(n) Not Applicable.
(o) Not Applicable.
*Previously filed and incorporated herein by reference.
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:
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 Position and Positions and
Principal Offices with Offices with
Business Address Underwriter 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 Vice President
700 Karnes Blvd. and Treasurer and Treasurer
Kansas City, MO 64108-3306
Martin A. Cramer Vice President Vice President
700 Karnes Blvd. and Secretary and 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
underwriting 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.
<PAGE>
UMB SCOUT WORLDWIDE FUND, INC.
UMB SCOUT WORLDWIDE SELECT FUND
EXHIBIT INDEX
Exhibit Exhibit No.
Articles of Incorporation EX99.23(a)(1)
Articles of Amendment EX99.23(a)(2)
Articles of Amendment EX99.23(a)(3)
Form of Articles Supplementary EX99.23(a)(4)
Form of Bylaws EX99.23(b)
Form of Specimen Security EX99.23(c)(1)
Form of Specimen Security EX99.23(c)(2)
Management Agreement EX99.23(d)(1)
Form of Management Agreement EX99.23(d)(2)
Underwriting Agreement EX99.23(e)(1)
Form of Underwriting Agreement EX99.23(e)(2)
Form of Custodian Agreement EX99.23(g)
Form of Transfer Agency Agreement EX99.23(h)
Power of Attorney EX99.23(j)
document=tmp_indx\indx_ww.txt
<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 February, 1999.
UMB SCOUT WORLDWIDE FUND, INC.
By: /s/ Larry D. Armel
Larry D. Armel
President, Principal Executive Officer
and Director
Pursuant to the requirement of the Securities Act of 1933, this Registration
Statement has been signed below on by the following persons in the capacities
and on the date indicated:
Signature Title Date
/s/ Larry D. Armel President, Principal Executive February 26, 1999
Larry D. Armel Officer and Director
/s/Dr. William E. Hoffman* Director February 26, 1999
Dr. William E. Hoffman
/s/Eric T. Jager Director February 26, 1999
Eric T. Jager*
/s/Stephen F. Rose Director February 26, 1999
Stephen F. Rose*
/s/ P. Bradley Adams Treasurer and Principal February 26, 1999
P Bradley Adams Financial and Accounting
Officer
* By: /s/ Larry D. Armel
Larry D. Armel, Attorney-in-Fact
(Pursuant to Power of Attorney filed herewith)
<PAGE>
EX99.23(a)(1)
ARTICLES OF INCORPORATION
OF
UMB WORLDWIDE FUND, INC.
FIRST: I, the undersigned, John G. Dyer, whose Post-Office
address is L-36 Route 1, Lake Lotawana, Missouri, 64063, 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 WORLDWIDE 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, 32 South 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 32 South
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
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 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.
Page 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 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.
(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
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 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
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
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:
Larry D. Armel
Alfred J. Hoffman
Stephen R. Ross
William E. Hoffman
Stuart Wien
Eric T. Jager
Stephen F. Rose
who shall serve until their successors shall have been duly 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 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,
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 to which he would otherwise be subject by reason
of willful misfeasance, and bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.
(D) Reference to the Maryland General Corporation Law
is 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: (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.
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 lace 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
UMB WORLDWIDE 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 2nd day of January, 1993.
/s/John G. Dyer
John G. Dyer
Page 9 of 9 pages
document:ww010793.ai
<PAGE>
EX99.23(a)(2)
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
UMB WORLDWIDE FUND, INC.
UMB WORLDWIDE 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 WORLDWIDE 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 WORLDWIDE FUND, INC., has caused
these Articles of Amendment to be signed by its President and
attested by its Secretary on April 25, 1995.
UMB WORLDWIDE 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 WorldWide
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
document=ww042795.amd
<PAGE>
EX99.23(a)(3)
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
SCOUT WORLDWIDE FUND, INC.
SCOUT WORLDWIDE 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
WorldWide 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 WORLDWIDE FUND, INC.
By: /s/Larry D. Armel
Larry D. Armel,
President
Attest: /s/Martin A. Cramer
Martin A. Cramer
Secretary
doc=ww101998.amd
<PAGE>
EX99.23(a)(4)
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 I] 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 II] 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 WorldWide Fund II] 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 I] series of the
Corporation, and ten million (10,000,000) shares of common stock have been
allocated to the [UMB Scout WorldWide Fund II] series of the Corporation.
FIFTH: The shares of the [UMB Scout WorldWide Fund I]
series and the [UMB Scout WorldWide Fund II] 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 limitation
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 of the Corporation.
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 __ day of ________, 1999.
UMB SCOUT WORLDWIDE FUND, INC.
By: ____________________________
Larry B. Armel, President
WITNESS: _______________________
Martin A. Cramer,
Secretary
document=ww03nn99.frm
<PAGE>
EX99.23(b)
AMENDED AND RESTATED BY-LAWS
AS OF NOVEMBER 30, 1996
OF
SCOUT WORLDWIDE 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 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.
document=blaw_ww.frm
<PAGE>
EX99.23(c)(1)
A MARYLAND CORPORATION
UMB WORLDWIDE FUND, INC.
UMB WORLDWIDE FUND
Common Stock Par Value, $1.00 Per Share
THIS CERTIFIES THAT ________________________________________________ is
the registered holder of ______________________________________________ Shares
of
UMB WORLDWIDE FUND, INC.
UMB WORLDWIDE FUND
transferable only on the books of the Corporation by the holder hereof in person
or by Attorney upon surrender of this Certificate properly endorsed.
IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed this ___________day of _____________________A.D. 19__.
- ------------------------------ ----------------------------
Secretary President
Registered and Countersigned
By ________________________________
Authorized Person
<PAGE>
DEMAND FOR REDEMPTION
THE UNDERSIGNED SHAREHOLDER hereby surrenders to the Corporation this
certificate and the shares evidenced thereby and demands redemption in
accordance with the provisions of Article ______ of the Articles of
Incorporation and as described in the Prospectus.
_____________________, 19__ ---------------------------------------
Date Shareholder
- --------------------------------
Witness
THE SHAREHOLDER SHOULD REFER TO THE PROSPECTUS
FOR SIGNATURE GUARANTEE REQUIREMENTS
ASSIGNMENT
For Value Received, _______ hereby
sell, assign and transfer unto
- ---------------------------------------------
- ---------------------------------------------
Shares represented by the within Certificate,
and do hereby irrevocably constitute and
appoint -------------------------------------
Attorney to transfer the said Shares on
the Books of the within named Corporation
with full powers of substitution in the premises.
Dated _____________________, 19__
In the presence of
----------------------------------
NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE, IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT, OR ANY
CHANGE WHATEVER.
CUSIP 90280U-10-2
COM
document=spec_ww1.frm
<PAGE>
EX99.23(c)(2)
A MARYLAND CORPORATION
UMB WORLDWIDE FUND, INC.
UMB WORLDWIDE SELECT FUND
Common Stock Par Value, $1.00 Per Share
THIS CERTIFIES THAT ________________________________________________ is
the registered holder of ______________________________________________ Shares
of
UMB WORLDWIDE FUND, INC.
UMB WORLDWIDE SELECT FUND
transferable only on the books of the Corporation by the holder hereof in person
or by Attorney upon surrender of this Certificate properly endorsed.
IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed this ___________day of _____________________A.D. 19__.
- ------------------------------ ----------------------------
Secretary President
Registered and Countersigned
By ________________________________
Authorized Person
<PAGE>
DEMAND FOR REDEMPTION
THE UNDERSIGNED SHAREHOLDER hereby surrenders to the Corporation this
certificate and the shares evidenced thereby and demands redemption in
accordance with the provisions of Article ______ of the Articles of
Incorporation and as described in the Prospectus.
_____________________, 19__ ---------------------------------------
Date Shareholder
- --------------------------------
Witness
THE SHAREHOLDER SHOULD REFER TO THE PROSPECTUS
FOR SIGNATURE GUARANTEE REQUIREMENTS
ASSIGNMENT
For Value Received, _______ hereby
sell, assign and transfer unto
- ---------------------------------------------
- ---------------------------------------------
Shares represented by the within Certificate,
and do hereby irrevocably constitute and
appoint -------------------------------------
Attorney to transfer the said Shares on
the Books of the within named Corporation
with full powers of substitution in the premises.
Dated _____________________, 19__
In the presence of
----------------------------------
NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE, IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT, OR ANY
CHANGE WHATEVER.
CUSIP 90280U-10-2
COM
document=spec_ww2.frm
<PAGE>
EX99.23(d)(1)
MANAGEMENT AGREEMENT
between
UMB BANK, n.a.
and
SCOUT WORLDWIDE FUND, INC.
THIS AGREEMENT, made and entered into this 1st day of January, 1996, by
and between SCOUT WORLDWIDE FUND, INC. (a Maryland corporation, hereinafter
referred to as the "Fund") and UMB BANK, n.a., a national bank (hereinafter
referred to as the "Manager"), and which Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, but
all of which together shall constitute but one instrument.
WHEREAS the Fund was founded for the purpose of engaging in the
business of investing and reinvesting its property and assets and to operate
as an open-end, diversified, management investment company, as defined in the
Investment Company Act of 1940, as amended (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 WORLDWIDE FUND, INC.
By/s/Larry D. Armel
Larry D. Armel, President
ATTEST:
/s/Martin A. Cramer
Martin A. Cramer
Vice President and Secretary
[Scout WorldWide 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
document=ma_ww1.txt
<PAGE>
EX99.23(d)(2)
MANAGEMENT AGREEMENT
between
UMB BANK, n.a.
and
UMB SCOUT WORLDWIDE FUND, INC.
for the UMB WorldWide Select Fund series
THIS AGREEMENT, made and entered into this __ day of _________, ____, by
and between UMB SCOUT WORLDWIDE FUND, INC. (a Maryland corporation, hereinafter
referred to as the "Fund"), on behalf of the UMB Scout WorldWide Select Fund
series, (herein after, the "Series") 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 Fund issues its shares in mutliple series (including the Series)
each of which represents interest in a separate portfolio of investments and
operates as a separate mutual fund, and
WHEREAS the Manager is engaged in the business of supplying investment
advice and management service to the Fund and the Series, as an independent
contractor, and
WHEREAS the Fund and Manager each desire to enter into a contractual
arrangement whereby for the Series, 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 Series, 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 Series investment management and
administrative services. Investment management shall include analysis,
research and portfolio recommendations consistent with the Series'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 Series 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 Series shall belong to the Manager.
Should the management and administrative relationship between the Fund and the
Manager terminate, the Series 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 Series 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 Series.
2. As compensation for the services to be rendered to the Series by the
Manager under the provisions of this Agreement, the Series shall pay
semimonthly to the Manager an annual fee based on the average total net
assets of the Series computed daily in accordance with the Funds 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 Series.
b. Should the Series' 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 Series' shares are registered for sale, the Manager shall reimburse
the Series in the amount of the excess.
3. It is understood and agreed that the services to be rendered by the
Manager to the Series 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 Series as prescribed by the Act. It shall remain in
force through the __ day of ________, ____, 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 Series 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 Series 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.
UMB SCOUT WORLDWIDE FUND, INC.
By:
Name: Larry D. Armel
Title: President
ATTEST
By:
Name: Martin A. Cramer
Title: Vice President and
Secretary
UMB BANK, n.a.
By:
Name: Edward J. McShane, Jr.
Title: Dir. Exec. V.P.
ATTEST
By:
Name:
Title:
document=ma_ww2.frm
<PAGE>
EX99.23(e)(1)
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
doucment=ua_ww1.txt
<PAGE>
EX99.23(e)(2)
UNDERWRITING AGREEMENT
Between
UMB SCOUT WORLDWIDE FUND, INC.
for the UMB WorldWide Select Fund series
and
JONES & BABSON, INC.
THIS AGREEMENT, made and entered into this __ day of ________, ____, by
and between UMB SCOUT 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 UMB Scout Worldwide Select Fund series (the
"Series"), except for shares of the Series 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 or Series 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 of
administrative services required in the normal operation of the Fund or Series.
with respect to the shareholder accounting system and transfer agency function,
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 to prepare and file notice filings with
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 Series' 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 Series' 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 Series' 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
Series 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 of the Series 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 of the
Series 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 shares of the Series, determined in accordance with the Certificate
of Incorporation, By-Laws, Registration Statement and Prospectus of the
Series.
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
Series 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 Series, 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 Series; 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, Series 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 __ day of ________, ____ and thereafter
shall continue automatically for successive annual periods ending with each
____ day of ________, 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 SCOUT WORLDWIDE FUND, INC.
By:
Larry D. Armel
President
ATTEST:
Martin A. Cramer
Secretary
JONES & BABSON, INC.
By:
Larry D. Armel
President
ATTEST:
Martin A. Cramer
Secretary
document=ua_ww2.frm
<PAGE>
EX99.23(g)
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: 10-30-95
ATTEST:
/s/Martin A. Cramer
UMB BANK, N.A.
By:/s/Particia A. Peterson
Name: Particia A. Peterson
Title: Senior Vice President
Date: 10-30-95
ATTEST:
/s/R W Bl
[UMB BANK NATIONAL ASSOCIATION/CORPORATE SEAL]
Page 19
<PAGE>
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
THE SCOUT FUNDS
By:/s/Larry D. Armel
Name: Larry D. Armel
Title: President
Date: 10-30-95
UMB BANK, N.A.
By:/s/Particia A. Peterson
Name: Particia A. Peterson
Title: Senior Vice President
Date: 10-30-95
Page 20
<PAGE>
APPENDIX B
CUSTODY AGREEMENT
The following open-end managment 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 the terms and
conditions contained in 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 Fund, Inc.
Scout Balanced Fund, Inc.
Scout Regional Fund, Inc.
Scout Capital Preservation Fund, Inc.
Scout Kansas Tax-Exempt Fund, Inc.
ATTEST:
/s/Martin A. Cramer
THE SCOUT FUNDS
By: /s/P. Bradley Adams
Name: P. Bradley Adams
Title: Treasurer
Date: 1/21/98
ATTEST:
/s/R W Bl
UMB BANK, N.A.
By: /s/Ralph R. Santoro
Name: Ralph R. Santoro
Title: Senior Vice President
Date: 2/13/98
SCOUTPXB.DOC
document=ca_sco.frm
<PAGE>
EX99.23(h)
TRANSFER AGENCY AGREEMENT
This Agreement made as of the ____ day of ________, 199_ between
UMB WorldWide Fund, Inc., Select Fund series, 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 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:
2440 Pershing Road
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:
2440 Pershing Road
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 WORLDWIDE FUND, INC.
UMB SCOUT WORLDWIDE SELECT FUND
By:
Name: Larry D. Armel
Title: President
JONES & BABSON, INC.
By:
Name: Martin A. Cramer
Title: Secretary
<PAGE>
SCHEDULE I
DESCRIPTION OF SERVICES
In consideration of the fees to be paid in such manner and at such
times as Fund and Transfer Agent may agree, Transfer Agent will provide the
services set forth below:
Examine and Process New Accounts, Subsequent Payments, Liquidations,
Exchanges, Telephone Transactions, Check Redemptions, Automatic Withdrawals,
Certificate Issuance, Wire Order Trades, Dividends, Dividend Statements,
Dealer Statements.
This Agreement does not apply to services with respect to qualified
plans. Such services, including, but not limited to fiduciary accounting
services and the preparation and mailing of Forms 5498 and 1099R, are
available subject to separate agreement for an additional charge.
DAILY ACTIVITY
Maintain the following shareholder information in such a manner as the
Transfer Agent shall determine:
Name and Address, including Zip Code
Balance of Uncertificated Shares
Balance of Certificated Shares
Certificate number, number of shares, issuance date of each certificate
outstanding and cancellation date for each certificate date for each
certificate no longer outstanding, if issued
Balance of dollars available for redemption
Dividend code (daily accrual, monthly reinvest, monthly cash or
quarterly cash)
Type of account code
Establishment date indicating the date an account was opened, carrying
forward pre-conversion data as available
Original establishment date for accounts opened by exchange W-9
withholding status and periodic reporting
State of residence code
Social Security or taxpayer identification number, and indication of
certification
Historical transactions on the account for the most recent 18 months,
or other period as mutually agreed to from time-to-time
Indication as to whether phone transactions can be accepted for this
account. Beneficial owner code, i.e. male, female, joint tenant, etc.
An alternate or "secondary" account number issued by a dealer (or bank,
etc.) to a customer for use, inquiry and transaction input by "remote
accessors"
FUNCTIONS
Answer investor and dealer telephone and/or written inquiries, except
those concerning Fund policy, or requests for investment advice which
will be referred to the Fund, or those which the Fund chooses to answer
Deposit Fund share certificates into accounts upon receipt of
instructions from the investor or other authorized person, if issued
Examine and process transfers of shares insuring that all transfer
requirements and legal documents have been supplied
Process and confirm address changes
Process standard account record changes as required, i.e. Dividend
Codes, etc.
Microfilm source documents for transactions, such as account
applications and correspondence
Perform backup withholding for those accounts which federal government
regulations indicate is necessary
Solicit missing taxpayer identification numbers
Provide remote access inquiry to Fund records via Fund supplied
hardware (Fund responsible for connection line and monthly fee)
REPORTS PROVIDED
Daily Journals Reflecting all shares and
dollar activity for the
previous day
Blue Sky Report Supply information monthly
for Fund's Preparation of
Blue Sky Reporting
N-SAR Report Supply monthly correspondence,
redemption and liquidation
information for use in fund's
N-SAR Report
Additionally, monthly average daily balance reports will be provided at
the Fund's request to the Fund at no charge.
Prepare and mail copies of summary statements to dealers and investment
advisers
Generate and mail confirmation statements for financial transactions
DIVIDEND ACTIVITY
Reinvest or pay in cash including reinvesting in other funds within the
fund group serviced by the Transfer Agent as described in each Fund
Prospectus
Distribute capital gains simultaneously with income dividends
DEALER SERVICES
Prepare and mail confirmation statements to dealers and
Prepare and mail copies of statements to dealers, same frequency as
investor statements
ANNUAL MEETINGS
Assist Fund in obtaining a qualified service to: address and mail
proxies and related material, tabulate returned proxies and supply
daily reports when sufficient proxies have been received
Prepare certified list of stockholders, hard copy or microform
PERIODIC ACTIVITIES
Mail transaction confirmation statements daily to investors
Address and mail four (4) periodic financial reports (material must be
adaptable to Transfer Agent's mechanical equipment as reasonably
specified by the Transfer Agent)
Mail periodic statement to investors
Compute, prepare and furnish all necessary reports to Governmental
authorities: Forms 1099DIV, 1099B, 1042 and 1042S
Enclose various marketing material as designated by the Fund in statement
mailings, i.e. monthly and quarterly statements (material must be adaptable
to mechanical equipment as reasonably specified by the Transfer Agent)
<PAGE>
SCHEDULE II
TRANSFER AGENT FEE SCHEDULE
Annual Base Fee Account $7.20
Annual Additional Fees Per Account
Daily Dividend Fund $1.80
Front-end Load fund $.90
12b-1 $.90
Closed/Zero Balance Accounts (per account/year) $3.24
Annual Minimum Charges (per fund/portfolio/class)
Existing Funds/Portfolios/Classes:
Less than 150 accounts (per month) $1,125.00
150 or More Accounts (per month) $1,575.00
New Funds/Portfolios/Classes:
Months 1-3 (per month) $450.00
Months 4-6 (per month) $900.00
Thereafter:
Less than 150 Accounts (per month) $1,125.00
150 or more Accounts (per month) $1,575.00
Transaction Fees
Dividend/Capital Gain $0.36
Share/Dollar/Maintenance $1.12
S/H Telephone Inquiry $1.12
S/H Correspondence $1.12
Retirement Plan $1.12
ACH $1.12
Omnibus/House Account Transactions $2.25
New Account Set-up $4.50
Outgoing Wire $7.00
Page 2
TIN Transactions
Certification $0.13
Maintenance $0.22
Ad Hoc Reports
Development Charge (per hour/report) $50.00
Handling Charge (per hour/report) $22.50
Redemption Draft Processing
Signature Verification $.90
Signature Capture $.90
Establishment of Privilege after Set-up $4.50
Page 3
Out-of-Pocket Expenses
Out-of-pocket expenses shall include but not be limited to, postage,
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 and microfiche, computer tapes used for
permanent record storage and any other expenses incurred at the
specific direction of the Fund. Postage for all mass mailings is
payable in advance and is due seven days prior to the anticipated
mail date.
Account maintenance fees are billable on a monthly basis at the rate
of 1/12 of the annual fee. All other fees are billable in the month
in which they are incurred.
Mail Services Fees
Statements:
Daily
Quarterly
Dividend
On Request
Interested Party
Year End
Dealer
Processing Charges:
1 - 3,500 pieces (per piece) $0.25
Greater than 3,500 pieces (per piece) $0.15
Minimum Charge (per job) $10.00
Special Handling Labor (per hour): $13.00
Inserting Surcharge (per insert):
1 additional insert $0.002
2 additional inserts $0.004
3 additional inserts $0.006
4 additional inserts $0.008
5 additional inserts $0.010
Postage Rate: First Class
Page 4
Checks:
Daily
Dividend
Systematic Withdrawal Plan
Processing Charges:
1 - 3,500 pieces (per piece) $0.28
Greater than 3,500 pieces (per piece) $0.20
Minimum Charge (per job) $20.00
Special Handling Labor (per hour): $13.00
Inserting Surcharge (per insert):
1 additional insert $0.002
2 additional inserts $0.004
3 additional inserts $0.006
4 additional inserts $0.008
5 additional inserts $0.010
Postage Rate: First Class
Page 5
Tax Statements:
1099 DIV 1099B
1099 INT 5498
Processing Charges:
1 - 3,500 pieces (per piece) $0.15
Greater than 3,500 pieces (per piece) $0.10
Minimum Charge (per job) $20.00
Special Handling Labor (per hour): $13.00
Inserting Surcharge (per insert): $0.01
Postage Rate: First Class
TIN Solicitations - Daily/Bulk
W-8's
W-9's
Processing Charges (per piece): $0.55
Minimum Charge (per job) $20.00
Special Handling Labor (per hour): $13.00
Inserting Surcharge (per insert):
1 additional insert $0.002
2 additional inserts $0.004
3 additional inserts $0.006
4 additional inserts $0.008
5 additional inserts $0.010
Postage Rate: First Class
Page 6
Bulk Mailings
Labeling:
1 - 3,500 pieces (per piece) $.015
Greater than 3,500 pieces (per piece) $0.012
Folding (if necessary):
1 - 3,500 pieces (per piece) $.010
Greater than 3,500 pieces (per piece) $0.007
Processing Charges:
1 - 3,500 pieces (per piece) $0.017
Greater than 3,500 pieces (per piece) $0.010
Minimum Charge (per job) $20.00
Special Handling Labor (per hour): $13.00
Inserting Surcharge (per insert):
1 additional insert $0.002
2 additional inserts $0.004
3 additional inserts $0.006
4 additional inserts $0.008
5 additional inserts $0.010
Postage Rate: As Directed
document=ta_ww2.frm
<PAGE>
EX99.23(j)
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.
<PAGE>
