EX-99.d.3.
SUB-ADVISORY AGREEMENT
between
UMB BANK, N.A.
and
NORTHERN TRUST QUANTITATIVE ADVISORS, INC.
for the UMB Scout Equity Index Fund
THIS AGREEMENT by and between UMB BANK, N.A., a national
bank with its principal office at 0000 Xxxxx Xxxxxxxxx, Xxxxxx
Xxxx, Xxxxxxxx, 00000 (hereinafter referred to as the "Manager")
and NORTHERN TRUST QUANTITATIVE ADVISORS, INC., a corporation
with its principal office at 00 X. XxXxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxx 00000 (hereinafter referred to as the "Sub-Adviser"),
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.
WITNESSETH:
WHEREAS the Manager has entered into a Management Agreement
with UMB Scout Funds, a Delaware business trust (the "Trust"), on
behalf of the UMB Scout Equity Index Fund series (the "Fund") of
concurrent date to provide management services, including
investment advisory services, the Manager desires the assistance
of the Sub-Adviser which can supply the following services:
Research, analysis, advice and recommendations with respect
to the purchase and sale of securities and the making of
investment commitments; statistical information and reports as
may reasonably be required, and general assistance in the
supervision of the investments of the Fund, subject to the
control of the Manager and the Trustees of the Trust.
NOW THEREFORE, in consideration of the mutual agreements
herein contained, the parties agree as follows:
1. During the term of this Agreement, or any extension or
extensions thereof, the Sub-Adviser will, to the best of its
ability, furnish the foregoing services.
2. As compensation, the Manager will pay the Sub-Adviser
for its services the following annual fee computed daily as
determined by the Fund's price make-up sheet and which shall be
payable monthly or at such other intervals as agreed by the
parties.
a. ___% of the average daily total net assets of the Fund.
3. This Agreement shall become effective and run
concurrently with the Management Agreement of the same date
between the Manager and the Trust, an executed copy of which
shall be supplied to the Sub-Adviser.
4. a. The last day of the initial period of this
Agreement shall coincide with the last day of the Management
Agreement which shall be ____________. Thereafter this Agreement
may be renewed in conjunction with the Management Agreement 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 Trustees of the Trust or by a vote of
the majority of the outstanding voting securities of the Fund as
prescribed by the Investment Company Act of 1940 ("Act") and
provided further that such continuance is approved at least
annually thereafter by a vote of a majority of the Trustees who
are not parties to such Agreement or interested persons (as
defined by the Act) of such party, cast in person at a meeting
called for the purpose of voting on such approval. The Sub-
Adviser shall provide the Manager such information as may be
reasonably necessary to assist the Trustees of the Trust to
evaluate the terms of the Management Agreement.
b. This Agreement will terminate without the payment
of any penalty:
(i) upon sixty days written notice by the Manager to
the Sub-Adviser; or
(ii) automatically with the Management Agreement
following sixty days written notice (unless
waived) by the Trust to the Manager that the Board
of Trustees or the shareholders by vote of a
majority of the outstanding voting securities of
the Fund, as provided by the Act, has terminated
the Management Agreement.
This Agreement shall automatically terminate in the event of
its assignment or assignment of the Management Agreement unless
such assignment is approved by the Trustees and the shareholders
of the Fund as hereinbefore provided or unless an exemption is
obtained from the Securities and Exchange Commission from the
provisions of the Act pertaining to the subject matter of this
paragraph. The Manager shall promptly notify the Sub-Adviser of
any notice of termination or of any circumstances which are
likely to result in a termination of the Management Agreement.
The term "assignment" used in this paragraph is as defined in the
Act. 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 (unless
shareholder approval of the amendment would not be required to be
consistent with SEC interpretations of Section 15 of the 1940
Act), and by vote of a majority of the Trustees of the Trust 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.
5. It is understood and agreed that the services to be
rendered by the Sub-Adviser to the Manager under the provisions
of this Agreement are not to be deemed to be exclusive, and the
Sub-Adviser 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, and provided
further that the services to be rendered by the Sub-Adviser to
the Manager under this Agreement and the compensation provided
for in Paragraph 2 here of shall be limited solely to services
with reference to the Fund.
6. The Manager agrees that it will furnish currently to
Sub-Adviser all information reasonably necessary to permit Sub-
Adviser to give the advice called for under this Agreement and
such information with reference to the Fund that is reasonably
necessary to permit Sub-Adviser to carry out its responsibilities
under this Agreement, and the parties agree that they will from
time to time consult and make appropriate arrangements as to
specific information that it is required under this paragraph and
the frequency and manner with which it shall be supplied.
7. The Sub-Adviser shall not be liable for any error of
judgment or mistake at law or for any loss suffered by Manager or
the Fund in connection with any matters to which this Agreement
relates except that nothing herein contained shall be construed
to protect the Sub-Adviser against any liability by reason of
willful misfeasance, bad faith or gross negligence in the
performance of its duties or by reckless disregard of its
obligations or duties under this agreement.
Each party hereby executes this Agreement as of the _____
day of January, 2000, pursuant to the authority granted by its
governing Board.
NORTHERN TRUST QUANTITATIVE
ADVISORS, INC.
By:
Name:
Title:
ATTEST:
UMB BANK, N.A.
By:
Name:
Title:
ATTEST:
Doc. #279833 v.01 02/07/00 2:23 PM
