EX99.23(d)(8)
MANAGEMENT AGREEMENT
between
UMB BANK, n.a.
and
SCOUT CAPITAL PRESERVATION FUND, INC.
THIS AGREEMENT, made and entered into this 23rd day of
February, 1998, by and between SCOUT CAPITAL PRESERVATION FUND,
INC. (a Maryland corporation, hereinafter referred to as the
"Fund") and UMB BANK, n.a., a national bank (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 Fund 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, diversified, 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 is engaged in the business of supplying
investment advice and management service to the Fund, as an
independent contractor, and
WHEREAS the Fund Manager desires to enter into a contractual
arrangement whereby the Manager provides investment advice and
management service to the Fund 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 Fund 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 Fund,
subject to the supervision and direction of the Board of
Directors of the Fund. 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 Fund in any way, or in any other way be deemed
an agent of the Fund.
The Manager shall furnish the Fund investment management and
administrative services. Investment management shall include
analysis, research and portfolio recommendations consistent with
the Fund'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 Fund 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 Fund, 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 Fund's records and for
it to operate as an open-end management investment company.
Exclusive of the management fee, the Fund shall bear the cost of
any interest, taxes, dues, fees and other charges of governments
and their agencies, including the cost of qualifying the Fund'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 Fund shall belong to
the Manager. Should the management and administrative
relationship between the Fund and the Manager terminate, the Fund
shall be entitled to, and the Manager shall provide the Fund, a
copy of all information and records in the Manager's file
necessary for the Fund 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 Fund.
2. As compensation for the services to be rendered to the
Fund by the Manager under the provisions of this Agreement, the
Fund agrees to pay semimonthly to the Manager an annual fee based
on the average total net assets of the Fund computed daily in
accordance with its Certificate 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 Fund.
b. Should the Fund'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 Fund's shares are registered for sale, the Manager
shall reimburse the Fund in the amount of the excess.
3. It is understood and agreed that the services to be
rendered by the Manager to the Fund 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 Fund 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 Fund 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 Fund, but that they receive no
remuneration from the Fund solely for acting in those capacities.
5. This Agreement shall become effective pursuant to its
approval by the Fund's Board of Directors and by the vote of a
majority of the outstanding shares of the Fund as prescribed by
the Act. It shall remain in force through the 31st day of
October, 1999, 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 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 Fund 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 Fund as prescribed by the Act and by vote of a
majority of the Directors of the Fund 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 Fund 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 Fund, or by the vote of a majority of the
outstanding voting shares of the 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 Fund. 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 Fund 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 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.
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 Fund.
SCOUT CAPITAL PRESERVATION
FUND, INC.
By/s/Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
President
ATTEST:
/s/Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
Vice President and Secretary
[Scout Capital Preservation Fund, Inc. seal]
UMB BANK, n.a.
By/s/Xxxxxx X. XxXxxxx, Xx.
Name: Xxxxxx X. XxXxxxx, Xx.
Title: Exec. Vice President
ATTEST:
/s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Secretary
[UMB BANK NATIONAL ASSOCIATION, CORPORATE SEAL]
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