EX-99.d.2.
MANAGEMENT AGREEMENT
between
UMB BANK, n.a.
and
UMB SCOUT FUNDS
(on behalf of the UMB Scout Equity Index Fund)
THIS AGREEMENT, made and entered into as of the ______
day of January, 2000, by and between UMB Scout Funds, a Delaware
business trust (the "Trust") on behalf of its UMB Scout Equity
Index Fund series (the "Fund"), and UMB Bank, n.a., a national
bank (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 services to registered
investment companies, 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 services 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 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 its 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.
Subject to compliance with the requirements of the Act,
the Manager may retain as a sub-adviser to the Fund, at the
Manager's own expense, any investment adviser registered under
the Advisers Act.
2. a. The Manager shall place and execute Fund
orders for the purchase and sale of portfolio securities
with broker-dealers. Subject to the obtaining the best
available prices and execution, the Manager is authorized to
place orders for the purchase and sale of portfolio
securities for the Fund with such broker-dealers as it may
select from time to time. Subject to subparagraph (b)
below, the Manager is also authorized to place transactions
with brokers who provide research or statistical information
or analyses to the Fund, to the Manager, or to any other
client for which the Manager provides investment advisory
services. Subject to obtaining the best available prices
and execution, the Manager may also place brokerage
transactions with broker-dealers who sell shares of the
Fund. Broker-dealers who sell shares of the Fund shall only
receive orders for the purchase or sale of portfolio
securities to the extent that the placing of such orders is
in compliance with the Rules of the U.S. Securities and
Exchange Commission and the National Association of
Securities Dealers, Inc. The Manager also agrees that it
will cooperate with the Trust to execute instructions that
brokerage transactions be allocated to brokers or dealers
who provide benefits directly to the Trust or the Fund.
b. Notwithstanding the provisions of subparagraph (a)
above and subject to such policies and procedures as may be
adopted by the Board of Trustees and officers of the Trust,
the Manager is authorized to pay a member of an exchange,
broker or dealer an amount of commission for effecting a
securities transaction in excess of the amount of commission
another member of an exchange, broker or dealer would have
charged for effecting that transaction, in such instances
where the Manager has determined in good faith that such
amount of commission was reasonable in relation to the value
of the brokerage and research services provided by such
member, broker or dealer, viewed in terms of either that
particular transaction or the Manager's overall
responsibilities with respect to the Fund and to other funds
for which the Manager exercises investment discretion.
c. The Manager is authorized to direct portfolio
transactions to a broker which is an affiliated person of
the Manager or the Trust in accordance with such standards
and procedures as may be approved by the Board in accordance
with Rule 17e-1 under the Act, or other rules promulgated by
the Securities and Exchange Commission. Any transaction
placed with an affiliated broker must (i) be placed at best
price and execution, and (ii) may not be a principal
transaction.
3. As compensation for the services to be rendered to
the Trust and 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
its Agreement and Declaration of Trust and By-Laws as follows:
a. Forty one-hundredths of one percent (0.40%) 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.
4. 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.
5. 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.
6. This Agreement shall become effective pursuant to
its approval by the Board of Trustees of the Trust and by the
vote of a majority of the outstanding shares of the Fund as
prescribed by the Act. 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
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 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
shares of the Fund as prescribed by the Act (unless shareholder
approval of the amendment would not be required to be consistent
with SEC interpretations of Section 15 of the 1940 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 Board of 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.
7. This Agreement may be terminated at any time,
without the payment of any penalty, by the Board of Trustees of
the Trust, or by the vote of a majority of the outstanding voting
shares of the Trust 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 shares" and
"interested persons" shall have the same meaning as similar terms
contained in the Act.
8. 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 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.
9. 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.
UMB SCOUT FUNDS
By:
Xxxxxxx X. Xxxxx
President
ATTEST:
Xxxxxx X. Xxxxxx
Vice President and Secretary
[SEAL]
UMB BANK, n.a.
By:
Name:
Title:
ATTEST:
Name:
Title:
[SEAL]
Doc. #279812 v.02 02/07/00 1:52 PM
