EXHIBIT (5)(a)
MANAGEMENT AGREEMENT
Between
UMB Bank, n.a..
and
SCOUT MONEY MARKET FUND, INC.
THIS AGREEMENT, made and entered into this ___ day of _____, ____, by
and between SCOUT MONEY MARKET FUND, INC., (a Maryland corporation,
hereinafter referred to as the "Fund") and UMB BANK, n.a., a national
banking association organized under the laws of the United States of
America (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 and incorporated 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 desires to engage in the business of supplying
investment advice and management service to the Fund, as an
independent contractor and,
WHEREAS the Manager desires to enter into a contractual arrangement
whereby the Manager provide 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 Management 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. fifty one-hundredths of one percent (50/100%) 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, 1997, 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 days written notice
to the Manager, and it may be terminated by the Manager upon not
less than sixty 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
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 affirmative vote or written consent of the
holders of a majority of the shares of the Fund.
SCOUT MONEY MARKET FUND, INC.
By __________________________
ATTEST: ______________________
UMB BANK, n.a.
By __________________________
ATTEST: _______________________
EXHIBIT (5)(b)
MANAGEMENT AGREEMENT
Between
UMB Bank, n.a..
and
SCOUT TAX-FREE MONEY MARKET FUND, INC.
THIS AGREEMENT, made and entered into this ___ day of _____, ____, by
and between SCOUT TAX-FREE MONEY MARKET FUND, INC., (a Maryland
corporation, hereinafter referred to as the "Fund") and UMB BANK, n.a.,
a national banking association organized under the laws of the United
States of Americai (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 and incorporated 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 desires to engage in the business of supplying
investment advice and management service to the Fund, as an
independent contractor and,
WHEREAS the Manager desires to enter into a contractual arrangement
whereby the Manager provide 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 Management 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. fifty one-hundredths of one percent (50/100%) 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, 1997, 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 days written notice
to the Manager, and it may be terminated by the Manager upon not
less than sixty 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
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 affirmative vote or written consent of the
holders of a majority of the shares of the Fund.
SCOUT TAX-FREE MONEY MARKET FUND, INC.
By __________________________
ATTEST: ______________________
UMB BANK, n.a.
By __________________________
ATTEST: _______________________
EXHIBIT (5)(c)
MANAGEMENT AGREEMENT
Between
UMB Bank, n.a..
and
SCOUT STOCK FUND, INC.
THIS AGREEMENT, made and entered into this ___ day of _____, ____, by
and between SCOUT STOCK FUND, INC., (a Maryland corporation,
hereinafter referred to as the "Fund") and UMB BANK, n.a., a national
banking association organized under the laws of the United States of
America (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 and incorporated 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 desires to engage in the business of supplying
investment advice and management service to the Fund, as an
independent contractor and,
WHEREAS the Manager desires to enter into a contractual arrangement
whereby the Manager provide 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 Management 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 (85/100%) 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, 1997, 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 days written notice
to the Manager, and it may be terminated by the Manager upon not
less than sixty 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
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 affirmative vote or written consent of the
holders of a majority of the shares of the Fund.
SCOUT STOCK FUND, INC.
By __________________________
ATTEST: ______________________
UMB BANK, n.a.
By __________________________
ATTEST: _______________________
EXHIBIT (5)(d)
MANAGEMENT AGREEMENT
Between
UMB Bank, n.a..
and
SCOUT BOND FUND, INC.
THIS AGREEMENT, made and entered into this ___ day of _____, ____, by
and between SCOUT BOND FUND, INC., (a Maryland corporation,
hereinafter referred to as the "Fund") and UMB BANK, n.a., a national
banking association organized under the laws of the United States of
America (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 and incorporated 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 desires to engage in the business of supplying
investment advice and management service to the Fund, as an
independent contractor and,
WHEREAS the Manager desires to enter into a contractual arrangement
whereby the Manager provide 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 Management 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 (85/100%) 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, 1997, 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 days written notice
to the Manager, and it may be terminated by the Manager upon not
less than sixty 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
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 affirmative vote or written consent of the
holders of a majority of the shares of the Fund.
SCOUT BOND FUND, INC.
By __________________________
ATTEST: ______________________
UMB BANK, n.a.
By __________________________
ATTEST: _______________________
EXHIBIT (5)(e)
MANAGEMENT AGREEMENT
Between
UMB Bank, n.a..
and
SCOUT REGIONAL FUND, INC.
THIS AGREEMENT, made and entered into this ___ day of _____, ____, by
and between SCOUT REGIONAL FUND, INC., (a Maryland corporation,
hereinafter referred to as the "Fund") and UMB BANK, n.a., a national
banking association organized under the laws of the United States of
America (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 and incorporated 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 desires to engage in the business of supplying
investment advice and management service to the Fund, as an
independent contractor and,
WHEREAS the Manager desires to enter into a contractual arrangement
whereby the Manager provide 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 Management 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 (85/100%) 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, 1997, 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 days written notice
to the Manager, and it may be terminated by the Manager upon not
less than sixty 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
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 affirmative vote or written consent of the
holders of a majority of the shares of the Fund.
SCOUT REGIONAL FUND, INC.
By __________________________
ATTEST: ______________________
UMB BANK, n.a.
By __________________________
ATTEST: _______________________
EXHIBIT (5)(f)
MANAGEMENT AGREEMENT
Between
UMB Bank, n.a..
and
SCOUT WORLDWIDE FUND, INC.
THIS AGREEMENT, made and entered into this ___ day of _____, ____, by
and between SCOUT WORLDWIDE FUND, INC., (a Maryland corporation,
hereinafter referred to as the "Fund") and UMB BANK, n.a., a national
banking association organized under the laws of the United States of
America (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 and incorporated 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 desires to engage in the business of supplying
investment advice and management service to the Fund, as an
independent contractor and,
WHEREAS the Manager desires to enter into a contractual arrangement
whereby the Manager provide 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 Management 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 (85/100%) 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, 1997, 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 days written notice
to the Manager, and it may be terminated by the Manager upon not
less than sixty 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
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 affirmative vote or written consent of the
holders of a majority of the shares of the Fund.
SCOUT WORLDWIDE FUND, INC.
By __________________________
ATTEST: ______________________
UMB BANK, n.a.
By __________________________
ATTEST: _______________________
