UMB DISTRIBUTION SERVICES, LLC
000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx X
Xxxxxxxxx, Xxxxxxxxx 00000
AGREEMENT FOR THE SALE AND SERVICING OF SHARES
OF THE UMB SCOUT FUNDS(1)
Ladies and Gentlemen:
We have entered into a Distribution Agreement with the UMB Scout Funds (the
"Trust"), a Delaware statutory trust registered as a management investment
company under the Investment Company Act of 1940 (the "1940 Act"), in connection
with its nine (9) series, and such other series as may be added to the Trust in
the future (collectively the "Funds") pursuant to which we have been appointed
distributor of shares of the Funds.
This Agreement (the "Agreement"), being made between UMB Distribution Services,
LLC (the "Distributor") and the undersigned authorized financial institution
("you") relates to the services to be provided by you and for which you are
entitled to receive payments pursuant to this Agreement.
1. To the extent that you provide distribution assistance and account
maintenance and personal services in accordance with this Agreement to those of
your customers who may from time to time directly or beneficially own shares of
the Funds, you shall be entitled to a monthly fee pursuant to this Agreement.
You agree that you will only offer and sell shares of the Funds at the public
offering prices that are currently in effect, in accordance with the terms of
the then current prospectuses of the Funds.
2. The fee paid with respect to the classes of shares of the Funds will be
computed daily and paid monthly (within 15 days after the end of each month) at
annual rates of up to the percentages specified on Schedule A of the average net
asset value of the shares of the Funds purchased or acquired by you as nominee
for your customers, or are owned by those customers of your firm whose records,
as maintained by the Funds or their transfer agent, designate you as the
customers' financial institution of record or holder of record (collectively,
the "Fund Shares"). For purposes of determining the fees payable under this
Agreement, the average daily net asset value of the Fund Shares will be computed
in the manner specified in the Funds' Registration Statement ("Registration
Statement") (as the same is in effect from time to time) in connection with the
computation of the net asset value of shares for purposes of purchases and
redemptions.
3. We reserve the right at any time to impose minimum fee payment requirements
before any periodic payments will be made to you hereunder. In the event payment
due for a period is less than $10.00, such payment will not be made but will be
included with the next scheduled payment when the aggregate due exceeds $10.00.
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(1) For use with financial institutions.
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4. You shall furnish the Funds and the Distributor with such information as
shall reasonably be requested either by the Trustees or officers of the Trust or
by the Distributor with respect to the services provided and the fees paid to
you pursuant to this Agreement, including but not limited to blue sky sales
reports. The Distributor shall furnish the Trustees of the Trust, for their
review on a quarterly basis, a written report of the amounts expended by us
pursuant to this Agreement and the purposes for which such expenditures were
made.
5. Orders shall be placed either directly with the Funds' transfer agent in
accordance with such procedures as may be established by the transfer agent or
the Distributor. In addition, all orders are subject to acceptance or rejection
by the Distributor or the relevant Fund in the sole discretion of either.
Purchase orders shall be subject to receipt by the Trust's transfer agent of all
required documents in proper form and to the minimum initial and subsequent
purchase requirements set forth in the Registration Statement.
6. Settlement of transactions shall be in accordance with such procedures as may
be established by the Trust's transfer agent or the Distributor and, if
applicable, the rules of the NSCC. If payment is not received, the Distributor
and the Funds reserve the right forthwith to cancel the sale, or at the option
of the Funds or the Distributor to sell the Shares at the then prevailing net
asset value, in either case you agree to be responsible for any loss resulting
to the Fund and/or to the Distributor from your failure to make payments as
aforesaid.
7. For all purposes of this Agreement you will be deemed to be an independent
contractor and neither you nor any of your employees or agents shall have any
authority to act in any matter or in any respect as agent for the Funds or for
the Distributor. Neither you nor any of your employees or agents are authorized
to make any representation concerning shares of the Funds except those contained
in the Registration Statement. By your written acceptance of this Agreement, you
agree to and do release, indemnify and hold the Distributor harmless from and
against any and all liabilities, losses, claims, demands, charges, costs and
expenses (including reasonable attorneys fees) arising out of or resulting from
(i) requests, directions, actions or inactions of or by you or your officers,
employees or agents, or (ii) the purchase, redemption, transfer or registration
of shares of the Funds (or orders relating to the same) by you or your clients,
or (iii) your breach of any of the terms of this Agreement, except any
liabilities, losses, claims, damages, charges, costs or expenses arising from or
caused by the Distributor's negligence We agree to and do release, indemnify and
hold you harmless from and against any and all liabilities, losses, claims,
demands, charges, costs and expenses (including reasonable attorneys fees)
arising out of or resulting from our negligence, breach of applicable law or
breach of any terms of this Agreement, except any liabilities, losses, claims,
damages, costs or expenses arising from or caused by your negligence.
Notwithstanding anything herein to the contrary, the foregoing indemnification
and hold harmless agreement shall indefinitely survive termination of this
Agreement.
8. We may enter into other similar agreements with any other person without your
consent.
9. Both parties to this Agreement shall comply with all applicable laws
including state and federal laws and the rules and regulations of authorized
regulatory agencies. You will not sell or offer for sale shares of any Fund in
any state or jurisdiction where (i) you are not appropriately qualified to
provide the services described herein or (ii) that we have given you notice of
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the shares are not being qualified for sale or exempt from qualification under
the blue sky laws and regulations of such state. You agree to notify us
immediately if your license, qualification or registration to act as a financial
institution is revoked or suspended by any federal, self-regulatory or state
agency. We do not assume any responsibility in connection with your registration
under the laws of the various states or jurisdictions or under federal law or
your qualification under any applicable law or regulation to offer or sell
shares.
10. Both parties to this Agreement hereby certify that they are in material
compliance, and will continue to comply, with all applicable anti-money
laundering laws, regulations, and rules and government guidance and have in
place comprehensive anti-money laundering compliance program that includes:
internal policies, procedures and controls for complying with the USA PATRIOT
Act, a designated compliance officer, an ongoing training program for
appropriate employees and an independent audit function. Both parties also
certify that they are in compliance and will continue to comply with the
economic sanctions programs administered by the U.S. Treasury Department's
Office of Foreign Asset Control ("OFAC") and have an OFAC compliance program in
place that satisfies all applicable laws and regulations. You acknowledge that,
because the Distributor will not have access to detailed information about your
customers who purchase Fund Shares, you will assume primary responsibility for
compliance with the foregoing laws and regulations in regard to such customers.
You hereby agree to notify the Distributor promptly whenever, (i) pursuant to
the provisions of your programs, indications of suspicious activity or OFAC
matches are detected in connection with the purchase, sale or exchange of Fund
Shares; or (ii) you receive any reports from any regulator(s) pertaining to your
compliance with the foregoing laws or regulations in connection with your
customers. You acknowledge that, because we will not have access to detailed
information about your customers who purchase Fund Shares, you will assume
primary responsibility for compliance with the foregoing laws and regulations in
regard to such customers.
11. You agree to maintain all records required by law relating to transactions
involving the Fund Shares, and upon the request of the Trust or us, promptly
make such of these records available to us or the Trust's agents as are
requested. In addition, you hereby agree to establish appropriate procedures and
reporting forms and/or mechanisms and schedules in conjunction with us and the
Trust's administrator, to enable the Trust to identify the location, type of,
and sales to all accounts opened and maintained by your customers or by you on
behalf of your customers.
12. Either party to this Agreement may terminate this Agreement by giving ten
(10) days' written notice to the other. This Agreement will terminate
automatically if (i) any bankruptcy, insolvency or receivership proceedings, or
an assignment for the benefit of creditors, is brought under any federal or
state law by or against either of us; or (ii) the Distribution Agreement between
us and a Fund or this Agreement is terminated. This Agreement also will
terminate automatically in the event of its assignment as that term is defined
in the 1940 Act. This Agreement may be modified or amended by a written
instrument signed by each of us, which shall be effective on the date stated in
such instrument.
13. The provisions of the Distribution Agreement, insofar as they relate to our
obligations and the payment of fees hereunder, are incorporated herein by
reference. This Agreement shall become effective upon acceptance and execution
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by both of us. Unless sooner terminated as provided herein, this Agreement shall
continue in full force and effect as long as the Distribution Agreement and this
related Agreement are approved at least annually by a vote of the Directors,
including a majority of the independent directors (as defined in the 1940 Act),
cast in person at a meeting called for the purpose of voting thereon. All
communications to us should be sent to the address shown on the first page of
this Agreement. Any notice to you shall be duly given if mailed or telegraphed
to you at the address specified by you below.
14. This Agreement shall be construed in accordance with the laws of the State
of Wisconsin, excluding the laws on conflicts of laws.
UMB Bank N.A. - Trust UMB DISTRIBUTION SERVICES, LLC
Attn: Trust Mutual Funds, 1010405 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx X
000 Xxxxx Xxxx. Xxxxxxxxx, Xxxxxxxxx 00000
Xxxxxx Xxxx, XX 00000
By: /S XXXXX X. XXXXXXXXX By: /S/ XXXXX X. XXXXXXX
-------------------------- --------------------------
Authorized Officer Authorized Officer
Date: 2/11/08 Date: 2/12/08
--------------------------- --------------------------
Phone : 000-000-0000
*NOTE: Please sign and return both copies of this Agreement to Grand
Distribution Services, LLC, Attention: Xxxxxx Xxxxxxxxx. Upon
acceptance, one countersigned copy will be returned to you for your
files.
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SCHEDULE A
The following lists the Funds and Shares subject to the Agreement and the
compensation payable to Financial Institution pursuant to the Agreement.
Distributor shall not pay out shareholder services fees to Financial Institution
until the accrued, unpaid amount of shareholder services fees exceeds ten
dollars ($10.00). Each Fund's prospectus shall control in case of any conflict
with this Schedule.
SERVICE CLASS SHARES
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FUND NAME SHAREHOLDER SERVICING FEE
---------------------------- ------------------------------------------
Money Market Fund - 0.50%
Federal Portfolio (Service
Class)
---------------------------- ------------------------------------------
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Money Market Fund - Prime 0.50%
Portfolio (Service Class)
---------------------------- ------------------------------------------
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Tax-Free Money Market Fund 0.50%
(Service Class)
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