EXHIBIT 99.d-8-c
MANAGEMENT AGREEMENT
BETWEEN
SCOUT INVESTMENT ADVISORS, INC.
AND
UMB SCOUT FUNDS
(ON BEHALF OF THE UMB SCOUT SMALL CAP FUND SERIES)
THIS AGREEMENT, made and entered into as of the 30th day of May, 2001, by and
between UMB Scout Funds, a Delaware business trust (hereinafter referred to as
the "Trust"), on behalf of its series, UMB Scout Small Cap Fund (the "Fund"),
and Scout Investment Advisors, 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 Trust 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 Trust and the Manager desire to enter into a contractual
arrangement whereby the Manager provides investment advice and management
service to the Trust, on behalf of 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 Trust 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 Trustees of the Trust. 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 Trust in any way, or in any other way be deemed an
agent of the Trust.
The Manager shall furnish the Fund with 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 Trustees of the Trust and such other personnel as shall be necessary to
carry out its normal operations; fees of the independent Trustees, 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 Trust, its officers or Trustees 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 Trust's records and for it to
operate as an open-end management investment company. Exclusive of the
management fee, the Trust shall bear the cost of any interest, taxes, dues, fees
and other charges of governments and their agencies, including the cost of
qualifying the Trust'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 Trust, on behalf of the Fund, shall belong
to the Manager. Should the management and administrative relationship between
the Trust and the Manager terminate, the Trust shall be entitled to, and the
Manager shall provide the Trust, a copy of all information and records in the
Manager's file necessary for the Trust 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 Trust.
2. As compensation for the services to be rendered to the Trust
and the Fund by the Manager under the provisions of this Agreement, the Trust
agrees to pay from the assets of the Fund semimonthly to the Manager an annual
fee based on the average total net assets of the Fund computed daily in
accordance with the Trust's Agreement and Declaration of Trust 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 Trust 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.
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4. It is understood and agreed that the Trustees, officers,
agents, employees and shareholders of the Trust 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 Trust as shareholders or otherwise. It
is understood and agreed that shareholders, officers, Trustees and other
personnel of the Manager are and may continue to be officers and Trustees of the
Trust, but that they receive no remuneration from the Trust solely for acting in
those capacities.
5. This Agreement shall become effective on May 30, 2001,
provided it is approved by the Trust's Board of Trustees and the initial
shareholder of the Fund. 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 Trustees or by vote of a majority of the
outstanding voting securities 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 Trustees of the Trust including a majority of the Trustees 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 voting securities of the
Fund as prescribed by the Act (if required under the Act) and by vote of a
majority of the Trustees of the Trust 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 Trustees of the
Trust 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 Trustees of the Trust, or by
the vote of a majority of the outstanding voting securities 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 Trust. 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 Trust or the Manager, as the case may be. As used in this
Agreement, the terms "assignment", "a majority of the outstanding voting
securities" 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 Trust 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
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obligations or duties under this Agreement.
UMB SCOUT FUNDS
By:__________________________
Name:________________________
Title:_______________________
ATTEST:
By:__________________________
Name:________________________
Title:_______________________
[SEAL]
SCOUT INVESTMENT ADVISORS, INC.
By:__________________________
Name:________________________
Title:_______________________
ATTEST:
By:__________________________
Name:________________________
Title:_______________________
[SEAL]
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