EXHIBIT 99.d-3
MANAGEMENT AGREEMENT
BETWEEN
SCOUT INVESTMENT ADVISORS, INC.
AND
UMB SCOUT MONEY MARKET FUND, INC.
(ON BEHALF OF PRIME PORTFOLIO AND
FEDERAL PORTFOLIO)
THIS AGREEMENT, made and entered into as of the 12th day of
May, 2001, by and between UMB Scout Money Market Fund, Inc., a Maryland
corporation (the "Corporation") on behalf of its Prime Portfolio and Federal
Portfolio series (the "Funds"), and Scout Investment Advisors, Inc., a Missouri
corporation (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 Corporation 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, 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 was organized for the purpose of acting as
the successor to UMB Bank, n.a., to be engaged in the business of supplying
investment advice and management services to registered investment companies
within the UMB Scout Funds group, as an independent contractor, and
WHEREAS the Corporation and the Manager desire to enter into a
contractual arrangement whereby the Manager provides investment advice and
management services to the Funds, 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 Corporation hereby employs the Manager, for the period
set forth in Paragraph 6 hereof, and on the terms set forth herein, to render
investment advice and management service to the Funds, subject to the
supervision and direction of the Board of Directors of the Corporation. 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 Corporation in any
way, or in any other way be deemed an agent of the Corporation.
The Manager shall furnish the Funds with investment management
and administrative services. Investment management shall include analysis,
research and portfolio recommendations consistent with the Funds' 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 Corporation 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 Corporation, 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 Corporation's
records and for it to operate as an open-end management investment company.
Exclusive of the management fee, the Corporation shall bear the cost of any
interest, taxes, dues, fees and other charges of governments and their agencies,
including the cost of qualifying its 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 Corporation, on behalf of the Funds,
shall belong to the Manager. Should the management and administrative
relationship between the Corporation and the Manager terminate, the Corporation
shall be entitled to, and the Manager shall provide the Corporation, a copy of
all information and records in the Manager's file necessary for the Corporation
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
Corporation.
3. As compensation for the services to be rendered to the
Corporation and the Funds by the Manager under the provisions of this Agreement,
the Corporation agrees to pay from the assets of each Fund semimonthly to the
Manager an annual fee based on the average total net assets of the Fund computed
daily in accordance with the Corporation's Articles of Incorporation and By-Laws
as follows:
a. Fifty one-hundredths of one percent (0.50%) of the average
total net assets of each Fund.
b. Should the Funds' 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 Funds' shares are registered for sale, the Manager shall
reimburse the Funds in the amount of the excess.
4. It is understood and agreed that the services to be
rendered by the Manager to the Corporation under the provisions of this
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.
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5. It is understood and agreed that the Directors, officers,
agents, employees and shareholders of the Corporation 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 Corporation 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 Corporation, but that they receive no remuneration from the
Corporation solely for acting in those capacities.
6. This Agreement shall become effective as to each Fund on
May 12, 2001, provided it is approved by the Corporation's Board of Directors.
It shall remain in force for each Fund for an initial period of two years, 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 voting
securities 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 Corporation 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 as to a Fund unless the terms thereof have
been approved by the vote of a majority of outstanding voting securities of the
affected Fund as prescribed by the Act, and by vote of a majority of the
Directors of the Corporation 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 Board of Directors of the
Corporation to request and evaluate, and the duty of the Manager to furnish,
such information as may reasonably be necessary to evaluate the terms of this
Agreement and any amendment thereto.
7. This Agreement may be terminated at any time as to a Fund,
without the payment of any penalty, by the Board of Directors of the
Corporation, or by the vote of a majority of the outstanding voting securities
of that 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 Corporation. It shall terminate
automatically in the event of its assignment by either party unless the parties
hereby, by agreement, obtain an exemption from the U.S. 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 Corporation or the Manager, as the case
may be. As used in this Agreement, the terms "assignment," "a majority of the
outstanding voting securities" and "interested persons" shall have the same
meaning as similar terms contained in the Act.
8. The Manager shall not be liable for any error in judgment
or mistake at law for any loss suffered by the Corporation or Funds in
connection with any matters to which this Agreement relates, except that nothing
herein contained shall be construed to protect the Manager against any liability
by reason of willful misfeasance, bad faith or gross negligence in
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the performance of duties or by reckless disregard of its obligations or duties
under this Agreement.
UMB SCOUT MONEY MARKET FUND, INC.
By:
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Name:
Title:
ATTEST:
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Name:
Title:
[SEAL]
SCOUT INVESTMENT ADVISORS, INC.
By:
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Name:
Title:
ATTEST:
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Name:
Title:
[SEAL]
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