AMENDMENT NUMBER ONE TO SUB-ADMINISTRATION
AND FUND ACCOUNTING AGREEMENT
This Amendment Number One amends and supplements the Sub-Administration
and Fund Accounting Agreement dated May 19, 2001 (the "Sub-Administration and
Fund Accounting Agreement") between Scout Investment Advisors, Inc., a Missouri
corporation (the "Advisor"), and Sunstone Financial Group, Inc., a Wisconsin
corporation (the "Sub-Administrator"), in regard to the UMB Scout Funds
(individually, a "Fund", and collectively, the "Funds"). The parties agree that
the following terms and conditions shall apply to and amend and restate the
Sub-Administration and Fund Accounting Agreement:
1. Sunstone Financial Group, Inc. has changed its name to UMB Fund Services,
Inc. Accordingly, all references to the "Sub-Administrator" in the
Sub-Administration and Fund Accounting Agreement shall be deemed to refer
to UMB Fund Services, Inc.
2. Section 4 of the Sub-Administration and Fund Accounting Agreement is
canceled and is replaced by the following Section 4, now restated to
provide as follows:
"4. Proprietary and Confidential Information. The Sub-Administrator agrees
on behalf of itself and its employees to treat all records relative to the
Funds' shareholders confidentially and as proprietary information of the
Advisor and the Funds, not to use such information other than for purposes
of fulfilling its duties under the Agreement, and not to disclose such
information except: (i) when requested to divulge such information by
duly-constituted authorities or court process, or (ii) when requested by
the Advisor or a Fund, or (iii) to an affiliate, as defined by Section
248.3 of Regulation S-P (17 CFR 248.1-248.30), or (iv) 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 Sub-Administrator received the information.
Records and information which have become known to the public through no
wrongful act of the Sub-Administrator or any of its employees, agents, or
representatives, and information which was already in the possession of
the Sub-Administrator prior to receipt thereof, shall not be subject to
this paragraph."
3. Section 5(a) of the Sub-Administration and Fund Accounting Agreement is
canceled and is replaced by the following Section 5(a), now restated to
provide as follows:
"5(a) The Sub-Administrator shall not be liable for any error of judgment
or mistake of law or for any loss suffered by the Advisor or the Funds in
connection with the matters to which this Agreement relates, except for a
loss resulting from the Sub-Administrator's willful misfeasance, bad faith
or negligence in the performance of its duties or from reckless disregard
by it of its obligations and duties under this Agreement. The
Sub-Administrator agrees to indemnify and hold harmless the
Advisor, its employees, agents, officers, directors, and nominees from
and against any and all claims, demands, actions and suits, and from and
against any and all judgments, liabilities, losses, damages, costs,
charges, reasonable counsel fees, and other expenses of every nature and
character which may be asserted against the Advisor or for which the
Advisor may be held liable (a "Claim") arising out of or resulting from
the Sub-Administrator's willful misfeasance, bad faith or negligence in
the performance of its duties, or from reckless disregard by it of its
obligations and duties under this Agreement. Notwithstanding the
foregoing, the Sub-Administrator shall not be liable for (i) any action
taken or omitted to be taken in accordance with written or oral
instructions received by the Sub-Administrator from an officer or
representative of the Advisor or the Funds, or (ii) any action taken or
omitted by any prior service provider."
4. Section 5(c) of the Sub-Administration and Fund Accounting Agreement is
canceled and is replaced by the following Section 5(c), now restated to
provide as follows:
"5(c) The Advisor agrees to indemnify and hold harmless the
Sub-Administrator, its employees, agents, officers, directors, and
nominees from and against any and all claims, demands, actions, and suits,
and from and against any and all judgments, liabilities, losses, damages,
costs, charges, reasonable counsel fees, and other expenses of every
nature and character which may be asserted against the Sub-Administrator
or for which the Sub-Administrator may be held liable (a "Claim") arising
out of or in any way relating to (i) the Sub-Administrator's actions or
omissions, except to the extent a Claim resulted from the
Sub-Administrator's willful misfeasance, bad faith, or negligence in the
performance of its duties or from reckless disregard by it of its
obligations and duties hereunder, or (ii) the Sub-Administrator's reliance
on, or use of information, data, records, and documents received by the
Sub-Administrator from any party referenced in Section 2 hereof, or other
representative of the Advisor or the Funds, or (iii) the reliance on, or
the implementation of, any instructions, directions, or any other requests
of the Funds, or (iv) any action taken or omitted by any prior service
provider."
5. Section 9 of the Sub-Administration and Fund Accounting Agreement is
amended by deleting "Xxxxxx Xxxxxxxx, General Counsel of UMB Bank, n.a.
and" and substituting "Xxxx Xxxxx,".
6. All of the remaining terms and conditions contained in the
Sub-Administration and Fund Accounting Agreement are hereby restated as
originally set forth in the Sub-Administration and Fund Accounting
Agreement and incorporated by reference into this Amendment Number One.
IN WITNESS WHEREOF, the undersigned have executed this Amendment Number One
effective the 14th day of August, 2002.
SCOUT INVESTMENT ADVISORS, INC. UMB FUND SERVICES, INC.
By: /s/ X.X. Xxxxxxx By: /s/ Xxxxx Xxxxxxx
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(Signature) (Signature)
X.X. Xxxxxxx Xxxxx Xxxxxxx
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(Name) (Name)
Chairman Senior Vice President
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(Title) (Title)
