AMENDMENT NUMBER ONE TO DISTRIBUTION AGREEMENT
BETWEEN UMB SCOUT FUNDS AND SUNSTONE DISTRIBUTION SERVICES, LLC
This Amendment Number One amends and supplements the Distribution
Agreement dated May 19, 2001 (the "Distribution Agreement") between UMB Scout
Funds, a Delaware business trust (the "Trust"), and Sunstone Distribution
Services, LLC, a Wisconsin limited liability company. The parties agree that the
following terms and conditions shall apply to and amend and restate the
Distribution Agreement:
1. Sunstone Distribution Services, LLC has changed its name to UMB
Distribution Services, LLC. Accordingly, all references to the
"Distributor" in the Distribution Agreement shall be deemed to refer to
UMB Distribution Services, LLC.
2. Section 4.2(a) of the Distribution Agreement is cancelled and is
replaced by the following Section 4.2(a), now restated to provide as
follows:
"4.2(a) Distributor shall indemnify, defend and hold the Trust, and each
of its present or former trustees, directors, officers, employees,
representatives, investment advisors, managers, and any person(s) who
control or previously controlled the Trust within the meaning of Section
15 of the 1933 Act ("Trust Indemnitees"), free and harmless from and
against any and all Losses which the Trust, and each of its present or
former trustees, directors, officers, employees, representatives,
investment advisors, managers, or any such controlling person(s), may
incur under the 1933 Act, the 1934 Act, any other statute (including Blue
Sky laws) or any rule or regulation thereunder, or under common law or
otherwise, (a) arising out of or based upon any untrue, or alleged untrue,
statement of a material fact contained in the Trust's registration
statement or any prospectus, as from time to time amended or supplemented,
or the omission, or alleged omission, to state therein a material fact
required to be stated therein or necessary to make the statement not
misleading, but only if such statement or omission was made in reliance
upon, and in conformity with, information relating to the Distributor and
furnished in writing to the Trust or its counsel by the Distributor for
the purpose of, and used in, the preparation thereof, or (b) to the extent
any Losses arise out of or result from the Distributor's willful
misfeasance, bad faith or gross negligence in the performance of its
duties, or by reason of its reckless disregard of its obligations and
duties under this Agreement; Distributor's agreement to indemnify the
Trust and any of the Trust Indemnitees shall not be deemed to cover any
Losses to the extent they arise out of or result from the Trust's willful
misfeasance, bad faith or negligence in the performance of its duties, or
by reason of reckless disregard of its obligations and duties under this
Agreement. Promptly after receipt by the Trust of notice of the
commencement of an investigation, action, claim or proceeding, the Trust
shall, if a claim for indemnification in respect thereof is to be made
under this section, notify the
Distributor in writing of the commencement thereof, although the failure
to do so shall not prevent recovery by the Trust or any Trust Indemnitee."
3. Section 8.2 of the Distribution Agreement is cancelled and is
replaced by the following Section 8.2, now restated to provide as
follows:
"8.2 Distributor agrees on behalf of itself and its employees to treat
confidentially and as proprietary information of the Trust all records
relatives to the Funds' shareholders of the Trust, and not to use such
records and information for any purpose other than performance of its
responsibilities and duties hereunder, except (i) after prior notification
to and approval in writing by the Trust, which approval may not be
withheld where the Distributor may be exposed to civil or criminal
proceedings for failure to comply, or (ii) when requested to divulge such
information by duly constituted authorities or when subject to
governmental or regulatory audit or investigation, or (iii) when so
requested by the Trust, or (iv) to an affiliate as defined by Section
248.3 of Regulation S-P (17 CFR 248.1-248.30), or (v) 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 the Distributor received the information.
Records and information which have become known to the public through no
wrongful act of the Distributor or any of its employees, agents or
representatives, and information which was already in the possession of
the Distributor prior to receipt thereof, shall not be subject to this
paragraph."
4. Section 8.4 of the Distribution Agreement is cancelled and is
replaced by the following Section 8.4, now restated to provide as
follows:
"8.4 Any notice required or permitted to be given by either party to the
other shall be in writing and shall be deemed to have been given when sent
by registered or certified mail, postage prepaid, return receipt
requested, as follows: Notice to the Distributor shall be sent to UMB
Distribution Services, LLC, 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx X, Xxxxxxxxx,
XX, 00000, Attention: Xxxxxx X. Xxxxxxx, and notice to the Trust shall be
sent to UMB Scout Funds, 0000 Xxxxx Xxxxxxxxx, Xxxxxx Xxxx, Xxxxxxxx,
00000, Attention: Xxxxxx X.
XxXxxxx, President."
5. All of the remaining terms and conditions contained in the Distribution
Agreement are hereby restated as originally set forth in the Distribution
Agreement and incorporated by reference into this Amendment Number One.
IN WITNESS WHEREOF, the undersigned have executed this Amendment Number One
effective the 19th day of May , 2002.
------ -----
UMB SCOUT FUNDS
(the "Trust")
By:
-----------------------------------
(Signature)
--------------------------------------
(Name)
--------------------------------------
(Title)
UMB DISTRIBUTION SERVICES, LLC
(the "Distributor")
By:
-----------------------------------
(Signature)
--------------------------------------
(Name)
--------------------------------------
(Title)
