AMENDMENT NUMBER ONE TO DISTRIBUTION AGREEMENT
BETWEEN UMB SCOUT TAX-FREE MONEY MARKET FUND, INC. AND SUNSTONE
DISTRIBUTION SERVICES, LLC
This Amendment Number One amends and supplements the Distribution
Agreement dated May 19, 2001 (the "Distribution Agreement") between UMB Scout
Tax-Free Money Market Fund, Inc., a Maryland corporation (the "Corporation"),
and Sunstone Distribution Services, LLC, a Wisconsin limited liability company.
The parties agree that the following terms and conditions shall apply to and
amend and restate the Distribution Agreement:
1. Sunstone Distribution Services, LLC has changed its name to UMB
Distribution Services, LLC. Accordingly, all references to the
"Distributor" in the Distribution Agreement shall be deemed to refer to
UMB Distribution Services, LLC.
2. Section 4.2(a) of the Distribution Agreement is cancelled and is
replaced by the following Section 4.2(a), now restated to provide as
follows:
"4.2(a) Distributor shall indemnify, defend and hold the Corporation, and
each of its present or former directors, officers, employees,
representatives, investment advisors, managers, and any person(s) who
control or previously controlled the Corporation within the meaning of
Section 15 of the 1933 Act ("Corporation Indemnitees"), free and harmless
from and against any and all Losses which the Corporation, and each of its
present or former directors, officers, employees, representatives,
investment advisors, managers, or any such controlling person(s), may
incur under the 1933 Act, the 1934 Act, any other statute (including Blue
Sky laws) or any rule or regulation thereunder, or under common law or
otherwise, (a) arising out of or based upon any untrue, or alleged untrue,
statement of a material fact contained in the Corporation's registration
statement or any prospectus, as from time to time amended or supplemented,
or the omission, or alleged omission, to state therein a material fact
required to be stated therein or necessary to make the statement not
misleading, but only if such statement or omission was made in reliance
upon, and in conformity with, information relating to the Distributor and
furnished in writing to the Corporation or its counsel by the Distributor
for the purpose of, and used in, the preparation thereof, or (b) to the
extent any Losses arise out of or result from the Distributor's willful
misfeasance, bad faith or gross negligence in the performance of its
duties, or by reason of its reckless disregard of its obligations and
duties under this Agreement; Distributor's agreement to indemnify the
Corporation and any of the Corporation Indemnitees shall not be deemed to
cover any Losses to the extent they arise out of or result from the
Corporation's willful misfeasance, bad faith or negligence in the
performance of its duties, or by reason of reckless disregard of its
obligations and duties under this Agreement. Promptly after receipt by the
Corporation of notice of the commencement of an investigation, action,
claim or proceeding, the Corporation shall, if a claim for indemnification
in respect thereof is
to be made under this section, notify the Distributor in writing of the
commencement thereof, although the failure to do so shall not prevent
recovery by the Corporation or any Corporation Indemnitee."
3. Section 8.2 of the Distribution Agreement is cancelled and is
replaced by the following Section 8.2, now restated to provide as
follows:
"8.2 Distributor agrees on behalf of itself and its employees to treat
confidentially and as proprietary information of the Corporation all
records relatives to the Funds' shareholders of the Corporation, and not
to use such records and information for any purpose other than performance
of its responsibilities and duties hereunder, except (i) after prior
notification to and approval in writing by the Corporation, which approval
may not be withheld where the Distributor may be exposed to civil or
criminal proceedings for failure to comply, or (ii) when requested to
divulge such information by duly constituted authorities or when subject
to governmental or regulatory audit or investigation, or (iii) when so
requested by the Corporation, or (iv) to an affiliate as defined by
Section 248.3 of Regulation S-P (17 CFR 248.1-248.30), or (v) pursuant to
any other exception permitted by Sections 248.14 and 248.15 of Regulation
S-P in the ordinary course of business to carry out the activities covered
by the exception under which the Distributor received the information.
Records and information which have become known to the public through no
wrongful act of the Distributor or any of its employees, agents or
representatives, and information which was already in the possession of
the Distributor prior to receipt thereof, shall not be subject to this
paragraph."
4. Section 8.4 of the Distribution Agreement is cancelled and is
replaced by the following Section 8.4, now restated to provide as
follows:
"8.4 Any notice required or permitted to be given by either party to the
other shall be in writing and shall be deemed to have been given when sent
by registered or certified mail, postage prepaid, return receipt
requested, as follows: Notice to the Distributor shall be sent to UMB
Distribution Services, LLC, 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx X, Xxxxxxxxx,
XX, 00000, Attention: Xxxxxx X. Xxxxxxx, and notice to the Corporation
shall be sent to UMB Scout Tax-Free Money Market Fund, Inc., 0000 Xxxxx
Xxxxxxxxx, Xxxxxx Xxxx, Xxxxxxxx, 00000, Attention: Xxxxxx X. XxXxxxx,
President."
5. All of the remaining terms and conditions contained in the Distribution
Agreement are hereby restated as originally set forth in the Distribution
Agreement and incorporated by reference into this Amendment Number One.
IN WITNESS WHEREOF, the undersigned have executed this Amendment Number One
effective the 19th day of May , 2002.
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UMB SCOUT TAX-FREE MONEY MARKET FUND, INC.
(the "Corporation")
By:
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(Signature)
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(Name)
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(Title)
UMB DISTRIBUTION SERVICES, LLC
(the "Distributor")
By:
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(Signature)
--------------------------------------
(Name)
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(Title)
