EXHIBIT NO. EX-99.H.2.A
FORM OF INBOUND CALL MANAGEMENT AND
FULFILLMENT SERVICES AGREEMENT
THIS AGREEMENT is made as of this _____ day of ________ 2001 by and between
Scout Investment Advisers, Inc., a Maryland corporation (the "Corporation"), and
Sunstone Distribution Services, LLC, a Wisconsin limited liability company
("Sunstone").
WHEREAS, the Corporation serves as Investment Adviser and Administrator to
the Scout Funds (such investment portfolios and any additional investment
portfolios are individually referred to as a "Fund" and collectively the
"Funds"); and
WHEREAS, the Funds are registered under the Investment Company Act of 1940,
as amended (the "Act"), as open-end management investment companies which are
authorized to issue shares of stock or beneficial interests, as applicable, in
separate series and/or classes with each such series or class representing the
interests in a separate portfolio of securities and other assets;
WHEREAS, Sunstone offers various inbound call management and fulfillment
services to investment companies and others; and
WHEREAS, the Corporation and Sunstone desire to enter into an agreement
pursuant to which Sunstone shall provide on behalf of the Corporation certain
inbound call management and fulfillment services to such Funds as are listed on
Schedule A hereto and any additional Funds the Corporation and Sunstone may
agree upon and include on Schedule A as such Schedule may be amended from time
to time.
NOW, THEREFORE, in consideration of the mutual promises and agreements
herein contained and other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto, intending to be legally bound, do
hereby agree as follows:
1. APPOINTMENT AND SERVICES
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(a) The Corporation hereby retains and does hereby authorize Sunstone to
provide the inbound call management and fulfillment services described in
Schedule B hereto, and Sunstone agrees to provide such services, for the period
and compensation and upon the terms set forth in this Agreement.
(b) The Corporation, at its cost, shall provide Sunstone with the necessary
scripts, instructions and all materials (including prospectuses, reports,
article reprints, stationery and envelopes) so that Sunstone may provide the
services described herein. Notwithstanding anything herein to the contrary,
Sunstone shall not be required to provide any services or information that it
believes, in its sole discretion, to represent dishonest, unethical or illegal
activity. In no event shall Sunstone provide any investment advice or
recommendations to any party in connection with its services hereunder. All risk
of loss for the materials being inventoried by Sunstone on the Corporation's
behalf shall be the responsibility of the Corporation, and Sunstone shall not be
responsible for any loss to this material except as such loss may be caused by
Sunstone's negligence. Sunstone agrees to use due care in the storage of such
materials prior to their distribution. The Corporation shall provide Sunstone
from time to time at the earliest practicable date with such details as may
reasonably be required concerning media schedules, anticipated call volume and
other related information so as to facilitate preparation by Sunstone to provide
the services hereunder.
2. FEES AND EXPENSES
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(a) As compensation for the services rendered pursuant to this Agreement,
the Corporation agrees to pay Sunstone the fees set forth on Schedule C attached
hereto. The prices for the Services set forth on Schedule C shall be fixed
through the end of the Initial Term of the Agreement, as hereinafter defined.
The parties may amend Schedule C to include fees for any additional services
requested by the Corporation, enhancements to current Services, or to add Funds
for which Sunstone has been retained. The Corporation agrees to pay Sunstone's
then current rate for any Services added to, or any enhancements to existing
Services set forth on, Schedule C after the execution of this Agreement.
Sunstone shall present the Corporation with a revised Schedule C reflecting
Sunstone's fees for the upcoming term at least [____] days prior to the end of
the Initial Term and each subsequent term of the Agreement.
(b) All invoices rendered by Sunstone shall be paid within fifteen (15)
days of the date of invoice. At the option of Sunstone, unpaid invoices accrue a
finance charge of one and one-half percent (1 1/2%) per month, after the due
date, unless Sunstone receives notice from the Corporation in writing prior to
the due date of any disputed items from a particular invoice. If requested by
Sunstone, out-of-pocket expenses are payable in advance. In the event Sunstone
requests advance payment, Sunstone shall not be obligated to incur such expenses
or perform the related Service(s) until payment is received.
3. TERM; AMENDMENTS; ASSIGNMENT
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(a)This Agreement shall become effective with respect to each Fund listed
on Schedule A as of the date hereof and, with respect to each Fund not in
existence on that date, on the date an amendment to Schedule A to this Agreement
relating to that Fund is executed. Unless sooner terminated as provided herein,
this Agreement shall continue in effect with respect to each Fund until
____________, 200_ (the "Initial Term"). Thereafter, this Agreement shall
continue automatically in effect as to each Fund for successive annual periods
unless otherwise terminated as provided herein.
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(b)This Agreement may be terminated with respect to any one or more
particular Funds without penalty, after the Initial Term, (i) upon mutual
consent of the parties hereto, or (ii) by either party upon not less than thirty
(30) days' written notice to the other party. Upon termination of this
Agreement, Sunstone shall promptly return to the Corporation all applicable
materials that are the property of the Corporation at the Corporation's expense.
All amounts due and owing to Sunstone as of such termination shall become
immediately due and payable and the Corporation shall pay such amounts at the
termination date.
(c)Except as expressly provided in this Agreement, the terms of this
Agreement shall not be waived, altered, modified, amended or supplemented in any
manner whatsoever except by a written instrument signed by Sunstone and the
Corporation. Sunstone may assign any rights or delegate any obligations under
this Agreement upon notification to the Corporation.
4. NON-EXCLUSIVITY; CONFIDENTIALITY
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(a)The services of Sunstone hereunder are not deemed to be exclusive.
Sunstone may render inbound call management and fulfillment services and any
other services to others, including other investment companies.
(b)Sunstone agrees on behalf of itself and its employees to treat
confidentially and as proprietary information of the Corporation all records
relative to the Funds' shareholders acquired in connection with its services
hereunder, and not to use such records and information for any purpose other
than the performance of its responsibilities and duties hereunder, except after
prior notification to and approval by the Corporation, which approval shall not
be unreasonably withheld and may not be withheld where Sunstone may be exposed
to civil or criminal proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities, when subject to
governmental or regulatory audit or investigation, or when so requested by the
Corporation. Records and information which have become known to the public
through no wrongful act of Sunstone or any of its employees or representatives,
and information which was already in the possession of the Sunstone prior to
receipt thereof shall not be subject to this paragraph.
5. LIMITATION OF LIABILITY
-----------------------
(a)In providing services hereunder, Sunstone shall not be liable for any
loss or damage, including counsel fees, resulting from its actions or omissions
to act or otherwise, in the absence of its willful misfeasance or negligence in
connection with its duties under this Agreement, or for any loss or damage
resulting from its actions or omissions in accordance with the instructions,
directions or requests of officers or representatives of the Corporation.
(b)The Corporation shall indemnify and hold harmless Sunstone from and
against any and all claims, actions, suits, demands, losses, expenses and
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liabilities (including the costs of investigating or defending any alleged
claims, actions, suits, demands, losses, expenses and liabilities)
(collectively, "Losses") of any and every nature which Sunstone may sustain or
incur or which may be asserted against Sunstone by any person arising directly
or indirectly out of any action taken or omitted to be taken by Sunstone in
performing the services hereunder; provided that this indemnification shall not
apply to actions or omissions of Sunstone in cases of its own willful
misfeasance or negligence. As used in this Section 5, the term "Sunstone" shall
include past and present members, officers, employees, representatives,
authorized agents and assigns of Sunstone as well as Sunstone and its affiliates
themselves.
(c) The Corporation further agrees to indemnify, defend and hold harmless
Sunstone from and against any and all Losses which Sunstone may sustain or incur
or which may be asserted against Sunstone by any person arising out of or
resulting from the actions or omissions of Sunstone when acting in accordance
with the instructions, directions or requests of officers or representatives of
the Corporation.
(d) Notwithstanding anything herein to the contrary, Sunstone will be
excused from its obligation to perform any act, service or obligation required
of it hereunder for the duration that such performance is prevented by events
beyond its reasonable control and it shall not be responsible for any damage,
loss of data, errors, delay or any other loss whatsoever caused thereby.
Sunstone will, however, take all reasonable steps to minimize service
interruptions for any period that such interruption continues beyond its
control. The indemnity and defense provisions set forth in this Section 5 shall
indefinitely survive the termination and/or assignment of this Agreement. Under
no circumstances shall Sunstone be liable for any incidental, consequential or
punitive damages, direct or indirect.
6. GOVERNING LAW; INVALIDITY
-------------------------
This Agreement shall be governed by Wisconsin law, excluding the laws on
conflicts of laws. To the extent that the applicable laws of the State of
Wisconsin, or any of the provisions herein, conflict with the applicable
provisions of the Act, the latter shall control, and nothing herein shall be
construed in a manner inconsistent with the Act or any rule or order of the
Securities and Exchange Commission thereunder. Any provision of this Agreement
which may be determined by competent authority to be prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. In such case, the parties shall in good faith modify or
substitute such provision consistent with the original intent of the parties.
7. MISCELLANEOUS
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(a) The 800-telephone number that the Corporation transfers to Sunstone, in
order for Sunstone to provide the services hereunder to the Corporation, shall
remain the property of the Corporation. In the event that this Agreement is
terminated, Sunstone shall assert no claim in or to this telephone number.
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(b) This Agreement and the Schedules incorporated hereto constitute the
full and complete understanding and agreement of Sunstone and the Corporation
and supersedes all prior negotiations, understandings and agreements.
8. NOTICES
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Any notice required or permitted to be given by either party to the other
shall be in writing and shall be deemed to be effective upon the date specified
on the return receipt when sent by registered or certified mail, postage
prepaid, return receipt requested, as follows: Notice to Sunstone shall be sent
to Sunstone Distribution Services, LLC, 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx X,
Xxxxxxxxx, XX, 00000, Attention: Xxxxx Xxxxxxx, and notice to the Corporation
shall be sent to __________________, Attention: ______________.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by a duly authorized officer as of the day and year first above
written.
SCOUT INVESTMENT ADVISERS, INC.
(the "Corporation")
By: _______________________________
_____________
_____________
SUNSTONE DISTRIBUTION SERVICES, LLC
("Sunstone")
By: _______________________________
Xxxxx Xxxxxxx
Vice President
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SCHEDULE A
TO THE
INBOUND CALL MANAGEMENT AND FULFILLMENT SERVICES AGREEMENT
BY AND BETWEEN
SCOUT INVESTMENT ADVISERS, INC.
AND
SUNSTONE DISTRIBUTION SERVICES, LLC
FUNDS
Name of Funds
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UMB Scout Stock Fund
UMB Scout Stock Select Fund
UMB Scout Equity Index Fund
UMB Scout WorldWide Fund
UMB Scout WorldWide Select Fund
UMB Scout Technology Fund
UMB Scout Balanced Fund
UMB Scout Bond Fund
UMB Scout Kansas Tax-Exempt Bond Fund
UMB Scout Money Market Fund
Federal Portfolio
Prime Portfolio
UMB Scout Tax-Free Money Market Fund
UMB Scout Energy Fund
UMB Scout Small Cap Fund
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SCHEDULE B
TO THE
INBOUND CALL MANAGEMENT AND FULFILLMENT SERVICES AGREEMENT
BY AND BETWEEN
SCOUT INVESTMENT ADVISERS, INC.
AND
SUNSTONE DISTRIBUTION SERVICES, LLC
SERVICES
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INBOUND CALL MANAGEMENT
-----------------------
o Standard business hours: 7 a.m. - 7 p.m. CST, Monday through Friday (except
major holidays)
o Qualify callers
o Provide detailed responses to fund inquiries (not scripted)
o Identify buyer/investment needs
o Automated voice response system
o Custom database maintenance
o Periodic activity reporting
o Names, addresses, telephone numbers and types of inquiries
o Call tracking, by:
o Fund
o Zip code or geographic region
o Source code
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o Call switching
o Complex calls can be forwarded to fund, if desired
o Transfer calls to transfer agent
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FULFILLMENT
o Literature request standards
o Filled and mailed typically within 24 hours (but at least within 3 business
days with respect to all documents required by the SEC to be sent within
such timeframes).
o On-site inventory control
o Customized literature fulfillment
o Personalized letters developed by the Corporation or by Sunstone (with
prior approval by the Corporation)
o Customized investor kit assembly
o Fulfill literature requests downloaded from the Corporation's Internet site
o Periodic reporting
o Kit report
o Advanced notice of need to order additional materials
Miscellaneous
o Reference Manual maintenance and representative training.
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