EX99.23(d)(4)
MANAGEMENT AGREEMENT
between
UMB BANK, n.a.
and
SCOUT TAX-FREE MONEY MARKET FUND, INC.
THIS AGREEMENT, made and entered into this 1st day of January, 1996, 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 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.
Page 1 of 4
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 (0.50%) 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
Page 2 of 4
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, 1996, 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 famish, 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
Page 3 of 4
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 TAX-FREE MONEY MARKET
FUND, INC.
By /s/Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
President
ATTEST:
/s/Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
Vice President and Secretary
[Scout Tax-Free Money Market Fund, Inc. seal]
UMB BANK, n.a.
By /s/Xxxxxx X. XxXxxxx, Xx.
Name: Xxxxxx X. XxXxxxx, Xx.
Title: Dir. Exec. V.P.
ATTEST:
/s/Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Notary Public
[notary seal]
XXXXXX X. XXXXXXX
NOTARY PUBLIC - STATE OF MISSOURI
XXXXXXX COUNTY
My Commission, Expires March 10, 1998
Page 4 of 4
