EXHIBIT NO. EX-99.D.8.D
FORM OF MANAGEMENT AGREEMENT
BETWEEN
SCOUT INVESTMENT ADVISERS, INC.
AND
[REGISTRANT NAME]
THIS AGREEMENT, made and entered into this 12th day of May, 2001, by and between
[Registrant Name], a Maryland corporation (hereinafter referred to as the
"Company") and Scout Investment Advisers, Inc., a Missouri corporation
(hereinafter referred to as 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 Company 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 service to the investment companies within the
UMB Scout Funds group, as an independent contractor, and
WHEREAS the Company and the Manager desire to enter into a contractual
arrangement whereby the Manager provides investment advice and management
service to the Company, 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 Company hereby employs the Manager, for the period set forth in
Paragraph 5 hereof, and on the terms set forth herein, to render investment
advice and management service to the Company, subject to the supervision and
direction of the Board of Directors of the Company. 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 Company in any way, or in any other way
be deemed an agent of the Company.
The Manager shall furnish the Company investment management and
administrative services. Investment management shall include analysis, research
and portfolio recommendations consistent with the Company's 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 Company 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 Company, 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
Company's records and for it to operate as an open-end management investment
company. Exclusive of the management fee, the Company shall bear the cost of any
interest, taxes, dues, fees and other charges of governments and their agencies,
including the cost of qualifying the Company's 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 Company, shall belong to the Manager.
Should the management and administrative relationship between the Company and
the Manager terminate, the Company shall be entitled to, and the Manager shall
provide the Company, a copy of all information and records in the Manager's file
necessary for the Company 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 Company.
2. As compensation for the services to be rendered to the Company by the
Manager under the provisions of this Agreement, the Company agrees to pay
semimonthly to the Manager an annual fee based on the average total net assets
of the Company computed daily in accordance with the Company's Articles of
Incorporation and By-Laws as follows:
a. Eighty-five one-hundredths of one percent (0.85%) of the average
total net assets of the Company.
b. Should the Company's 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
Company's shares are registered for sale, the Manager shall reimburse the
Company in the amount of the excess.
3. It is understood and agreed that the services to be rendered by the
Manager to the Company under the provisions of the 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.
4. It is understood and agreed that the Directors, officers, agents,
employees and shareholders of the Company 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 Company 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
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of the Company, but that they receive no remuneration from the Company solely
for acting in those capacities.
5. This Agreement shall become effective on May 12, 2001, provided it is
approved by the Company's Board of Directors. It shall remain in force 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 shares of the Company 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 Company 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 unless the terms
thereof have been approved by the vote of a majority of outstanding shares of
the Company as prescribed by the Act (if required under the Act) and by vote of
a majority of the Directors of the Company 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 Directors of
the Company 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. This Agreement may be terminated at any
time, without the payment of any penalty, by the Directors of the Company, or by
the vote of a majority of the outstanding voting shares of the Company 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 Company. It shall terminate automatically in the
event of its assignment by either party unless the parties hereby, by agreement,
obtain an exemption from the 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 Company or the Manager, as the case may be. As used in this
Agreement, the terms "assignment", "a majority of the outstanding voting shares"
and "interested persons" shall have the same meaning as similar terms contained
in the Act.
6. The Manager shall not be liable for any error in judgment or mistake at
law for any loss suffered by the Company or Fund in connection with any matters
to which this Agreement relates, except that nothing herein contained shall be
construed to protect the Investment Manager against any liability by reason of
willful misfeasance, bad faith or gross negligence in the performance of duties
or by reckless disregard of its obligations or duties under this Agreement.
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7. This Agreement may not be amended, transferred, assigned, sold or in any
manner hypothecated or pledged nor may any new agreement become effective
without the affirmative vote or written consent of the holders of a majority of
the shares of the Company.
[Registrant Name]
By:__________________________________
Name:________________________________
Title:_______________________________
ATTEST:
By:__________________________________
Name:________________________________
Title:_______________________________
[SEAL]
Scout Investment Advisers, Inc.
By:__________________________________
Name:________________________________
Title:_______________________________
ATTEST:
By:__________________________________
Name:________________________________
Title:_______________________________
[SEAL]
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