AMENDMENT NUMBER ONE TO TRANSFER AGENCY AGREEMENT
This Amendment Number One amends and supplements the Transfer Agency
Agreement dated August 6, 2001 (the "Transfer Agency Agreement") between Scout
Investment Advisors, Inc., a Missouri corporation (the "Company"), and Sunstone
Financial Group, Inc., a Wisconsin corporation, in regard to the UMB Scout Funds
(individually, a "Fund", and collectively, the "Funds"). The parties agree that
the following terms and conditions shall apply to and amend and restate the
Transfer Agency Agreement:
1. Sunstone Financial Group, Inc. has changed its name to UMB Fund
Services, Inc. Accordingly, all references to "Sunstone" in the
Transfer Agency Agreement are cancelled and replaced by "UMBFS".
2. Section 5.01.B. of the Transfer Agency Agreement is amended by
substituting "The Chairman or the President of the Company" for "Any
officer of the Company".
3. The second sentence of Section 7.01 of the Transfer Agency Agreement is
amended by substituting "The Chairman or the President of the Company" for
"Any officer of the Company".
4. Section 8.01 of the Transfer Agency Agreement is cancelled and is replaced
by the following Section 8.01, now restated to provide as follows:
"8.01 INDEMNIFICATION BY UMBFS. UMBFS shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Company or the
Funds in connection with the matters to which this Agreement relates,
except for a loss resulting from UMBFS's willful misfeasance, bad faith or
negligence in the performance of its duties or from reckless disregard by
it of its obligations and duties under this Agreement. UMBFS agrees to
indemnify and hold harmless the Company, its employees, agents, officers,
directors and nominees from and against any and all claims, demands,
actions and suits, and from and against all judgments, liabilities,
losses, damages, costs, charges, counsel fees, and other expenses of every
nature and character which may be asserted against the Company or for
which the Company may be held liable (a "Claim") arising out of or
resulting from UMBFS's willful misfeasance, bad faith or negligence in the
performance of its duties or from reckless disregard by UMBFS of its
obligations and duties under this Agreement; provided, however, UMBFS
shall not be liable for any action taken or omitted to be taken in
accordance with Instructions received by it from an officer or
representative of the Company."
5. Section 8.03 of the Transfer Agency Agreement is cancelled and is replaced
by the following Section 8.03, now restated to provide as follows:
"8.03 INDEMNIFICATION PROCEDURES. The indemnified party will notify the
indemnifying party promptly after identifying any situation which it
believes presents or appears likely to present a Claim for which the
indemnifying party may be required to indemnify or hold indemnified party
harmless hereunder. In such event, the indemnifying party shall have the
option to defend the indemnified party against any Claim, and in the event
that the indemnifying party so elects, such defense shall be conducted by
counsel chosen by the indemnifying party and approved by the indemnified
party in its reasonable discretion. The indemnified party shall not
confess any Claim or make any compromise in any case in which the
indemnifying party will be asked to provide indemnification, except with
the indemnifying party's prior written consent. The obligations of the
parties under Sections 8.01, 8.02, and 8.03 shall survive the termination
of this Agreement."
6. Section 8.05 of the Transfer Agency Agreement is canceled and is replaced
by the following Section 8.05, now restated to provide as follows:
"8.05 CONSEQUENTIAL DAMAGES. In no event and under no circumstances shall
either party be liable to anyone, including, without limitation, the other
party, under any theory of tort, contract, strict liability or other legal
or equitable theory for lost profits, exemplary, punitive, special,
indirect or consequential damages for any act or failure to act under any
provision of this Agreement regardless of whether such damages were
foreseeable and even if advised of the possibility thereof."
7. All of the remaining terms and conditions contained in the Transfer Agency
Agreement are hereby restated as originally set forth in the Transfer
Agency Agreement and incorporated by reference into this Amendment Number
One.
IN WITNESS WHEREOF, the undersigned have executed this Amendment Number One
effective the ______ day of ________________, 2002.
UMB FUND SERVICES, INC. SCOUT INVESTMENT ADVISORS, INC.
By: By:
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(Signature) (Signature)
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(Name) (Name)
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(Title) (Title)
