EXHIBIT 99.h-2
INBOUND CALL MANAGEMENT AND
FULFILLMENT SERVICES AGREEMENT
THIS AGREEMENT is made as of the 6th day of August, 2001, by and
between Scout Investment Advisors, Inc., a Missouri corporation (the
"Corporation"), and Sunstone Distribution Services, LLC, a Wisconsin limited
liability company ("Sunstone").
WHEREAS, the Corporation serves as Investment Adviser and Manager to
the UMB Scout Funds (such investment portfolios and any additional investment
portfolios are individually referred to as a "Fund" and collectively the
"Funds"); and
WHEREAS, the Funds are registered under the Investment Company Act of
1940, as amended (the "Act"), as open-end management investment companies which
are authorized to issue shares of stock or beneficial interests, as applicable,
in separate series and/or classes with each such series or class representing
the interests in a separate portfolio of securities and other assets;
WHEREAS, Sunstone offers various inbound call management and
fulfillment services to investment companies and others; and
WHEREAS, the Corporation and Sunstone desire to enter into an agreement
pursuant to which Sunstone shall provide on behalf of the Corporation certain
inbound call management and fulfillment services to such Funds as are listed on
Schedule A hereto and any additional Funds the Corporation and Sunstone may
agree upon and include on Schedule A as such Schedule may be amended from time
to time.
NOW, THEREFORE, in consideration of the mutual promises and agreements
herein contained and other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto, intending to be legally bound, do
hereby agree as follows:
1. APPOINTMENT AND SERVICES
(a) The Corporation hereby retains and does hereby authorize Sunstone
to provide the inbound call management and fulfillment services described in
Schedule B hereto, and Sunstone agrees to provide such services, for the period
and compensation and upon the terms set forth in this Agreement.
(b) The Corporation, at its cost, shall provide Sunstone with the
necessary scripts, instructions and all materials (including prospectuses,
reports, article reprints, stationery and envelopes) so that Sunstone may
provide the services described herein. Notwithstanding anything herein to the
contrary, Sunstone shall not be required to provide any services or information
that it believes, in its sole discretion, to represent dishonest, unethical or
illegal activity. In no event shall Sunstone provide any investment advice or
recommendations to any party in connection with its services hereunder. All risk
of loss for the materials being inventoried by Sunstone on the Corporation's
behalf shall be the responsibility of the Corporation, and Sunstone shall not be
responsible for any loss to this material except as such loss may be caused by
Sunstone's negligence. Sunstone agrees to use due care in the
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storage of such materials prior to their distribution. The Corporation shall
provide Sunstone from time to time at the earliest practicable date with such
details as may reasonably be required concerning media schedules, anticipated
call volume and other related information so as to facilitate preparation by
Sunstone to provide the services hereunder.
2. FEES AND EXPENSES
(a) As compensation for the services rendered pursuant to this
Agreement, the Corporation agrees to pay Sunstone the fees set forth on Schedule
C attached hereto. The prices for the Services set forth on Schedule C shall be
fixed through the end of the Initial Term of the Agreement, as hereinafter
defined. The parties may amend Schedule C to include fees for any additional
services requested by the Corporation, enhancements to current Services, or to
add Funds for which Sunstone has been retained. The Corporation agrees to pay
Sunstone's then current rate for any Services added to, or any enhancements to
existing Services set forth on, Schedule C after the execution of this
Agreement. Sunstone shall present the Corporation with a revised Schedule C
reflecting Sunstone's fees for the upcoming term at least sixty days prior to
the end of the Initial Term and each subsequent term of the Agreement.
(b) All invoices rendered by Sunstone shall be paid within fifteen (15)
days of the date of invoice. At the option of Sunstone, unpaid invoices accrue a
finance charge of one and one-half percent (1 1/2%) per month, after the due
date, unless Sunstone receives notice from the Corporation in writing prior to
the due date of any disputed items from a particular invoice. If requested by
Sunstone, out-of-pocket expenses are payable in advance. In the event Sunstone
requests advance payment, Sunstone shall not be obligated to incur such expenses
or perform the related Service(s) until payment is received.
3. TERM; AMENDMENTS; ASSIGNMENT
(a) This Agreement shall become effective with respect to each Fund
listed on Schedule A as of the date hereof and, with respect to each Fund not in
existence on that date, on the date an amendment to Schedule A to this Agreement
relating to that Fund is executed. Unless sooner terminated as provided herein,
this Agreement shall continue in effect with respect to each Fund until August
5, 2002 (the "Initial Term"). Thereafter, this Agreement shall continue
automatically in effect as to each Fund for successive annual periods unless
otherwise terminated as provided herein.
(b) This Agreement may be terminated with respect to any one or more
particular Funds without penalty, after the Initial Term, (i) upon mutual
consent of the parties hereto, or (ii) by either party upon not less than thirty
(30) days' written notice to the other party. Upon termination of this
Agreement, Sunstone shall promptly return to the Corporation all applicable
materials that are the property of the Corporation at the Corporation's expense.
All amounts due and owing to Sunstone as of such termination shall become
immediately due and payable and the Corporation shall pay such amounts at the
termination date.
(c) Except as expressly provided in this Agreement, the terms of this
Agreement shall not be waived, altered, modified, amended or supplemented in any
manner whatsoever except by a written
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instrument signed by Sunstone and the Corporation. Sunstone may assign any
rights or delegate any obligations under this Agreement upon notification to the
Corporation.
4. NON-EXCLUSIVITY; CONFIDENTIALITY
(a) The services of Sunstone hereunder are not deemed to be exclusive.
Sunstone may render inbound call management and fulfillment services and any
other services to others, including other investment companies.
(b) Sunstone agrees on behalf of itself and its employees to treat
confidentially and as proprietary information of the Corporation all records
relative to the Funds' shareholders acquired in connection with its services
hereunder, and not to use such records and information for any purpose other
than the performance of its responsibilities and duties hereunder, or to
disclose such records and information except after prior notification to and
approval by the Corporation, which approval shall not be unreasonably withheld
or except (i) to an affiliate, as defined by Section 248.3(a) of Regulation S-P
(17 CFR 248.1-248.30); or (ii) pursuant to any other exception permitted by
Sections 248.14 and 248.15 of Regulation S-P in the ordinary course of business
to carry out the activities covered by the exception under which Sunstone
received the information. Records and information which have become known to the
public through no wrongful act of Sunstone or any of its employees or
representatives, and information which was already in the possession of the
Sunstone prior to receipt thereof shall not be subject to this paragraph.
5. LIMITATION OF LIABILITY
(a) In providing services hereunder, Sunstone shall not be liable for
any loss or damage, including counsel fees, resulting from its actions or
omissions to act or otherwise, in the absence of its willful misfeasance or
negligence in connection with its duties under this Agreement, or for any loss
or damage resulting from its actions or omissions in accordance with the
instructions, directions or requests of officers or representatives of the
Corporation.
(b) The Corporation shall indemnify and hold harmless Sunstone from and
against any and all claims, actions, suits, demands, losses, expenses and
liabilities (including the costs of investigating or defending any alleged
claims, actions, suits, demands, losses, expenses and liabilities)
(collectively, "Losses") of any and every nature which Sunstone may sustain or
incur or which may be asserted against Sunstone by any person arising directly
or indirectly out of any action taken or omitted to be taken by Sunstone in
performing the services hereunder; provided that this indemnification shall not
apply to actions or omissions of Sunstone in cases of its own willful
misfeasance or negligence. As used in this Section 5, the term "Sunstone" shall
include past and present members, officers, employees, representatives,
authorized agents and assigns of Sunstone as well as Sunstone and its affiliates
themselves.
(c) The Corporation further agrees to indemnify, defend and hold
harmless Sunstone from and against any and all Losses which Sunstone may sustain
or incur or which may be asserted against Sunstone by any person arising out of
or resulting from the actions or omissions of Sunstone when
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acting in accordance with the instructions, directions or requests of officers
or representatives of the Corporation.
(d) Notwithstanding anything herein to the contrary, Sunstone will be
excused from its obligation to perform any act, service or obligation required
of it hereunder for the duration that such performance is prevented by events
beyond its reasonable control and it shall not be responsible for any damage,
loss of data, errors, delay or any other loss whatsoever caused thereby.
Sunstone will, however, take all reasonable steps to minimize service
interruptions for any period that such interruption continues beyond its
control. The indemnity and defense provisions set forth in this Section 5 shall
indefinitely survive the termination and/or assignment of this Agreement. Under
no circumstances shall Sunstone be liable for any incidental, consequential or
punitive damages, direct or indirect.
6. GOVERNING LAW; INVALIDITY
This Agreement shall be governed by Wisconsin law, excluding the laws on
conflicts of laws. To the extent that the applicable laws of the State of
Wisconsin, or any of the provisions herein, conflict with the applicable
provisions of the Act, the latter shall control, and nothing herein shall be
construed in a manner inconsistent with the Act or any rule or order of the
Securities and Exchange Commission thereunder. Any provision of this Agreement
which may be determined by competent authority to be prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. In such case, the parties shall in good faith modify or
substitute such provision consistent with the original intent of the parties.
7. MISCELLANEOUS
(a) The 800-telephone number that the Corporation transfers to
Sunstone, in order for Sunstone to provide the services hereunder to the
Corporation, shall remain the property of the Corporation. In the event that
this Agreement is terminated, Sunstone shall assert no claim in or to this
telephone number.
(b) This Agreement and the Schedules incorporated hereto constitute the
full and complete understanding and agreement of Sunstone and the Corporation
and supersedes all prior negotiations, understandings and agreements.
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8. NOTICES
Any notice required or permitted to be given by either party to the
other shall be in writing and shall be deemed to be effective upon the date
specified on the return receipt when sent by registered or certified mail,
postage prepaid, return receipt requested, as follows: Notice to Sunstone shall
be sent to Sunstone Distribution Services, LLC, 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx
X, Xxxxxxxxx, XX, 00000, Attention: Xxxxx Xxxxxxx, and notice to the Corporation
shall be sent to Scout Investment Advisors, Inc., 0000 Xxxxx Xxxxxxxxx, Xxxxxx
Xxxx, XX, 00000, Attention: Xxxx X. Xxxxx.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by a duly authorized officer as of the day and year first above
written.
SCOUT INVESTMENT ADVISORS, INC.
(the "Corporation")
By:
--------------------------------
---------------
---------------
SUNSTONE DISTRIBUTION SERVICES, LLC
("Sunstone")
By:
--------------------------------
Xxxxx Xxxxxxx
Vice President
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SCHEDULE A
TO THE
INBOUND CALL MANAGEMENT AND FULFILLMENT SERVICES AGREEMENT
BY AND BETWEEN
SCOUT INVESTMENT ADVISORS, INC.
AND
SUNSTONE DISTRIBUTION SERVICES, LLC
FUNDS
Name of Funds
UMB Scout Stock Fund
UMB Scout Stock Select Fund
UMB Scout Equity Index Fund
UMB Scout Small Cap Fund
UMB Scout WorldWide Fund
UMB Scout WorldWide Select Fund
UMB Scout Technology Fund
UMB Scout Energy Fund
UMB Scout Balanced Fund
UMB Scout Bond Fund
UMB Scout Kansas Tax-Exempt Bond Fund
UMB Scout Money Market Fund
Federal Portfolio
Prime Portfolio
UMB Scout Tax-Free Money Market Fund
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SCHEDULE B
TO THE
INBOUND CALL MANAGEMENT AND FULFILLMENT SERVICES AGREEMENT
BY AND BETWEEN
SCOUT INVESTMENT ADVISERS, INC.
AND
SUNSTONE DISTRIBUTION SERVICES, LLC
SERVICES
INBOUND CALL MANAGEMENT
- Standard business hours: 7 a.m. - 7 p.m. CST, Monday through Friday
(except major holidays)
- Qualify callers
- Provide detailed responses to fund inquiries (not scripted)
- Identify buyer/investment needs
- Automated voice response system
- Custom database maintenance
- Periodic activity reporting
- Names, addresses, telephone numbers and types of inquiries
- Call tracking, by:
- Fund
- Zip code or geographic region
- Source code
- Call switching
- Complex calls can be forwarded to fund, if desired
- Transfer calls to transfer agent
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FULFILLMENT
- Literature request standards
- Filled and mailed typically within 24 hours (but at least within 3
business days with respect to all documents required by the SEC to be
sent within such timeframes).
- On-site inventory control
- Customized literature fulfillment
- Personalized letters developed by the Corporation or by Sunstone (with
prior approval by the Corporation)
- Customized investor kit assembly
- Fulfill literature requests downloaded from the Corporation's Internet
site
- Periodic reporting
- Kit report
- Advanced notice of need to order additional materials
MISCELLANEOUS
- Reference Manual maintenance and representative training.
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AMENDED AND RESTATED SCHEDULE C
TO THE
INBOUND CALL MANAGEMENT AND FULFILLMENT SERVICES AGREEMENT
BY AND BETWEEN
SCOUT INVESTMENT ADVISORS, INC.
AND
SUNSTONE DISTRIBUTION SERVICES, LLC
FEE SCHEDULE
Intending to be legally bound, the undersigned hereby amend and restate Schedule
C to the aforementioned Agreement as follows, effective as of August 6, 2001:
CUSTOMER CONTACT MANAGEMENT (SALES CALLS)
- SET-UP $7,000
- BASE FEE $5,000/Month
- INBOUND CALLS
Live Representative $1.50/Minute
Transfers to Toll Number $.85/Minute
Transfers to 800 Number $.70/Minute
- SUNSTONE 4.E-CORRESPONDENCE(SM)
-- Monthly management fee $2,000
-- Per e-mail charge $3.25
FULFILLMENT SERVICES
- Standard Package for Mailing
Up to 3 pieces $1.00
Additional inserts $0.05 each
Welcome letter $1.00 each
E-MAIL processing $1.00/literature request
- Other expenses
Follow-up Letter $1.00 each
Postage At cost
Bulk mailings Priced by project
Third party automated call processor At cost
Long distance At cost
Phone surcharges At cost
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Facsimile (per sheet) $1.50
Photocopies $0.25
Express deliveries At cost
Customized monthly reports $150.00 each
Ad Hoc reports $150.00 and up
Customized programming $150.00/hour
Storage (per skid) $20.00/month
Special projects Priced by project
PREMIUM SERVICES
The following premium services can be purchased ala carte to best suit your
needs. Prices and methods of pricing listed on this Schedule C for such services
are subject to change. Detailed descriptions of these services are available
upon request.
Weekend/holiday services (8 hour day) $2,000/day
Three representatives no additional charge
Each additional representative $400
Additional hours over 8 $75/hour
Sunstone 0.xxx(R) Fulfillment Suite
-- Sunstone hosted forms set up $2,500
-- Monthly maintenance $150
-- Data feed set up $2,000
-- Monthly maintenance $200
Advisor Support Desk
-- Set up $5,000
-- Monthly $7,500
Conference Support
-- Sunstone representative at conference $750/day
-- Coordinating delivery of conference materials no additional charge
Voice Response Unit - Tier IV Automated Prospectus Service
-- Set up $750
-- Monthly maintenance $325/Month
-- Volume charges $1.00/Minute
Supermarket Channel
-- Dedicated rep to monitor market timers and qualify dollars
-- Monthly maintenance $7,500/Month
Proprietary Channel
-- Sales Support $7,500/Month
-- Training Support $750/Day
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Dated and effective as of the 6th day of August, 2001.
SCOUT INVESTMENT ADVISORS, INC.
By:
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Its:
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SUNSTONE FINANCIAL GROUP, INC.
By:
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Its:
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