_A November 21, 2001
The Northern Trust Company
Attn: Xxxxx X. Xxxxxx, Esquire
00 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
RE: Sub-Advisory Agreement between UMB Bank, n.a. and
Northern Trust Investments, Inc. (formerly Northern Trust
Quantitative Advisors, Inc.)
Dear Xx. Xxxxxx:
On April 28, 2000, UMB Bank, n.a. ("UMB"), in its capacity as Manager of the UMB
Scout Equity Index Fund, and Northern Trust Quantitative Advisors, Inc.
("Northern") executed a Sub-Advisory Agreement whereby UMB hired Northern to
provide certain research and advisory services in connection with the UMB Scout
Equity Index Fund.
The Xxxxx-Xxxxx-Xxxxxx Act requires that, effective May 12, 2001, banks that
advise registered investment companies must register with the Securities and
Exchange Commission either a separate division of the bank or a separate
subsidiary. To comply with GLB, UMB transferred the management of the UMB Scout
Equity Index Fund to Scout Investment Advisors, Inc., a wholly-owned subsidiary
of UMB and a registered investment advisor.
The Board of Trustees of the UMB Scout Equity Index Fund adopted a resolution on
April 25, 2001, approving a Sub-Advisory Agreement between Scout Investment
Advisors, Inc. and Northern.
Based upon advice of fund counsel, the transfer of management duties from UMB to
Scout Investment Advisors, Inc. does not constitute an "assignment" for purposes
of the Investment Company Act of 1940 or section 4 of the Sub-Advisory
Agreement, because there has been no change of "actual control or management of
the investment advisor". Accordingly, we request that you acknowledge the
transfer of the above-referenced Sub-Advisory Agreement from UMB to Scout
Investment Advisors, Inc., effective May 12, 2001, so that all references to
"Manager" in said Agreement shall be deemed to refer to Scout Investment
Advisors, Inc., by counter-signing and returning a copy of this letter.
UMB BANK,N.A.
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
SCOUT INVESTMENT ADVISORS, INC.
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Chairman
NORTHERN TRUST INVESTMENTS, INC.
By:
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Name:
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Title:
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