SCOUT FUNDS AMENDED AND RESTATED DISTRIBUTION AGREEMENT
AMENDED
AND RESTATED
THIS DISTRIBUTION AGREEMENT
(the “Agreement”) is amended and restated as of the 1st day of
April 2010, by and between Scout Funds, a Delaware statutory trust (the
“Trust”), and UMB Distribution Services, LLC, a Wisconsin limited liability
company ("Distributor").
WHEREAS, the Trust is an
open-end investment company registered under the Investment Company Act of 1940,
as amended (the "1940 Act") and is authorized to issue shares of
beneficial interest in separate series with each such series representing
interests in a separate portfolio of securities and other assets;
WHEREAS, Distributor is
registered as a broker-dealer under the Securities Exchange Act of 1934, as
amended (the "1934 Act"), and is a member of the Financial Industry Regulatory
Authority ( “FINRA");
WHEREAS, the Trust and
Distributor had previously entered into this agreement effective as of May 19,
2001 pursuant to which Distributor serves as the distributor of the shares of
the Trust representing the investment portfolios described on Schedule A hereto
and any additional shares and/or investment portfolios the Trust and Distributor
may agree upon and include on Schedule A as such Schedule may be amended from
time to time (such shares and any additional shares are referred to as the
“Shares” and such investment portfolios and any additional investment portfolios
are individually referred to as a "Fund" and collectively the "Funds");
and
WHEREAS, the Trust and
Distributor now desire to amend and restate this Agreement in order to
incorporate all prior amendments and to acknowledge additional services that
will be provided by Distributor.
NOW, THEREFORE, in
consideration of the mutual promises and agreements herein contained and other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto, intending to be legally bound, do hereby agree as
follows:
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1.
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Appointment of the
Distributor.
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The Trust hereby appoints Distributor
as agent for the distribution of the Shares, on the terms and for the period set
forth in this Agreement. Distributor hereby accepts such appointment
as agent for the distribution of the Shares on the terms and for the period set
forth in this Agreement.
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2.
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Services and Duties of
the Distributor.
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2.1 Distributor
will act as agent for the distribution of Shares in accordance with the
instructions of the Trust’s Board of Trustees and the registration statement and
prospectuses then in effect with respect to the Funds under the Securities Act
of 1933, as amended (the "1933 Act").
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2.2 Distributor
may undertake appropriate distribution activities which it deems reasonable
which are primarily intended to result in the sale of
Shares. Distributor may enter into servicing and/or selling
agreements with qualified broker/dealers and other persons with respect to the
offering of Shares to the public. The Distributor shall not be
obligated to incur any specific expenses nor sell any certain number of Shares
of any Fund.
2.3 All
Shares of the Funds offered for sale by Distributor shall be offered for sale to
the public at a price per share (the "offering price") provided in the Funds'
then current prospectus. Distributor shall have no liability for the
payment of the purchase price of the Shares sold pursuant to this Agreement or
with respect to redemptions or repurchases of Shares.
2.4 Distributor
shall act as distributor of the Shares in compliance in all material respects
with all applicable laws, rules and regulations, including, without limitation,
all rules and regulations made or adopted pursuant to the 1940 Act, by the
Securities and Exchange Commission (the "Commission") and FINRA.
2.5 Distributor
shall not utilize any materials in connection with the sales or offering of
Shares except the Trust’s prospectus and statement of additional information and
such other materials as the Trust shall provide or
approve. Distributor agrees to provide compliance review of all sales
literature and marketing materials prepared for use by or on behalf of the Trust
in advance of the use of such materials. The Fund agrees to
incorporate such changes to such materials as Distributor shall
request. Distributor will file the materials as may be required with
FINRA, the Commission or state securities commissioners. The Trust represents
that it will not use or authorize the use of any advertising or sales material
unless and until such materials have been approved and authorized for use by
Distributor.
2.6 The parties acknowledge that
Distributor has entered into a separate Distribution Support Agreement (the
“Distribution Support Agreement”) with Scout Distributors, LLC (“SDL”) under
which SDL personnel who are involved in distribution activities for the Funds
maintain broker-dealer representative registrations with Distributor and are
subject to supervision by Distributor, and Distributor provides other
distribution support services related to the Funds; and that Scout Investment
Advisors, Inc., the investment adviser for the Funds (“SIA”), is also a party to
the Distribution Support Agreement and compensates Distributor for such
services. Distributor’s provision of services under this Agreement is
subject to the continued payment to Distributor of such fees and expenses in
accordance with the terms of the Distribution Support Agreement.
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3.
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Duties and
Representations of the
Trust.
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3.1 The
Trust represents that it is registered as an open-end management investment
company under the 1940 Act and that it has and will continue to act in
conformity with its Declaration of Trust, By-Laws, its registration statement as
it may be amended from time to time and resolutions and other instructions of
its Board of Trustees and has and will continue to comply with all applicable
laws, rules and regulations including without limitation the 1933 Act, the 1934
Act, the 1940 Act, the laws of the states in which shares of the Funds are
offered and sold, and the rules and regulations thereunder.
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3.2 The
Trust shall take or cause to be taken all necessary action to register and
maintain the registration of the Shares under the 1933 Act for sale as herein
contemplated and shall pay all costs and expenses in connection with the
registration of Shares under the 1933 Act, and be responsible for all expenses
in connection with maintaining facilities for the issue and transfer of Shares
and for supplying information, prices and other data to be furnished by the
Trust hereunder.
3.3 The
Trust shall execute any and all documents and furnish any and all information
and otherwise take all actions which may be reasonably necessary in the
discretion of the Trust’s officers in connection with the qualification of the
Shares for sale in such states as Distributor and the Trust may approve, shall
maintain the qualification of a sufficient number or amount of shares
thereunder, and shall pay all costs and expenses in connection with such
qualification. The Trust shall notify the Distributor, or cause it to
be notified, of the states in which the Shares may be sold and shall notify the
Distributor of any change to the information.
3.4 The
Trust shall, at its expense, keep Distributor fully informed with regard to its
affairs. In addition, the Trust shall furnish Distributor from time to time such
information, documents and reports with respect to the Trust and the Shares as
Distributor may reasonably request, and the Trust warrants that the statements
contained in any such information shall be true and correct and fairly represent
what they purport to represent.
3.5 The
Trust represents to Distributor that all registration statements and
prospectuses of the Trust filed or to be filed with the Commission under the
1933 Act with respect to the Shares have been and will be prepared in conformity
with the requirements of the 1933 Act, the 1940 Act, and the rules and
regulations of the Commission thereunder. As used in this Agreement
the terms "registration statement" and "prospectus" shall mean any registration
statement and prospectus (together with the related statement of additional
information) at any time now or hereafter filed with the Commission with respect
to any of the Shares and any amendments and supplements thereto which at any
time shall have been or will be filed with said Commission. The Trust
represents and warrants to Distributor that any registration statement and
prospectus, when such registration statement becomes effective, will contain all
statements required to be stated therein in conformity with the 1933 Act, the
1940 Act and the rules and regulations of the Commission; that all information
contained in the registration statement and prospectus will be true and correct
in all material respects when such registration statement becomes effective; and
that neither the registration statement nor any prospectus when such
registration statement becomes effective will include an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading. The Trust agrees to
file from time to time such amendments, supplements, reports and other documents
as may be necessary or required in order to comply with the 1933 Act and the
1940 Act and in order that there may be no untrue statement of a material fact
in a registration statement or prospectus, or necessary or required in order
that there may be no omission to state a material fact in the registration
statement or prospectus which omission would make the statements therein
misleading. The Trust shall promptly notify Distributor of any advice
given to it by counsel to the Trust regarding the necessity or advisability of
amending or supplementing the registration statement.
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3.6 The
Trust shall not file any amendment to the registration statement or supplement
to any prospectus without giving Distributor reasonable notice thereof in
advance and if Distributor declines to assent to such amendment (after a
reasonable time), the Trust may terminate this Agreement forthwith by written
notice to Distributor without payment of any penalty. If the Trust shall not
propose an amendment or amendments and/or supplement or supplements promptly
after receipt by the Trust of a written request in good faith from Distributor
to do so, Distributor may, at its option, immediately terminate this Agreement.
In addition, if, at any time during the term of this Agreement, Distributor
requests the Trust to make any change in its governing instruments or in its
methods of doing business which are necessary in order to comply with any
requirement of applicable law or regulation, and the Trust fails (after a
reasonable time) to make any such change as requested, Distributor may terminate
this Agreement forthwith by written notice to the Trust without payment of any
penalty. Nothing contained in this Agreement shall in any way limit the Trust’s
right to file at any time any amendments to any registration statement and/or
supplements to any prospectus, of whatever character, as the Trust may deem
advisable, with advice of its counsel, such right being in all respects absolute
and unconditional.
3.7 Whenever
in their judgment such action is warranted by market, economic or political
conditions, or by circumstances of any kind, the Trust may decline to accept any
orders for, or make any sales of, any Shares until such time as it deems it
advisable to accept such orders and to make such sales and the Trust shall
advise Distributor promptly of such determination.
3.8 The
Trust agrees to advise Distributor promptly in writing:
(i) of
any correspondence or other communication by the Commission or its staff
relating to the Funds including requests by the Commission for amendments to the
registration statement or prospectuses;
(ii) in
the event of the issuance by the Commission of any stop order suspending the
effectiveness of the registration statement or prospectuses then in effect or
the initiation of any proceeding for that purpose;
(iii) of
the happening of any event which makes untrue any statement of a material fact
made in the registration statement or prospectuses or which requires the making
of a change in such registration statement or prospectuses in order to make the
statements therein not misleading; and
(iv) of
all actions taken by the Commission with respect to any amendments to any
registration statement or prospectus which may from time to time be filed with
the Commission.
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4.
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Indemnification.
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4.1(a) The Trust authorizes
Distributor to use any prospectus or statement of additional information, in the
form furnished to Distributor from time to time, in connection with the sale of
Shares. The Trust shall indemnify, defend and hold Distributor, and
each of its present or former directors, members, officers, employees,
representatives and any person who controls or previously controlled Distributor
within the meaning of Section 15 of the 1933 Act (“Distributor Indemnitees”),
free and harmless (1) from and against any and all losses, claims, demands,
liabilities, damages, charges, payments, costs and expenses (including the costs
of investigating or defending any alleged losses, claims, demands, liabilities,
damages, charges, payments, costs or expenses and any counsel fees incurred in
connection therewith) of any and every nature (“Losses”) which Distributor and
each of the Distributor Indemnitees 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, arising out of or based upon any
untrue statement, or alleged untrue statement, of a material fact contained in
the registration statement or any prospectus, an annual or interim report to
shareholders or sales literature, or any amendments or supplements thereto, or
arising out of or based upon any omission, or alleged omission, to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that the Trust’s
obligation to indemnify Distributor and any of the foregoing indemnitees shall
not be deemed to cover any Losses arising out of any untrue statement or alleged
untrue statement or omission or alleged omission made therein in reliance upon
and in conformity with information relating to the Distributor and furnished to
the Trust or its counsel by Distributor in writing for the purpose of, and used
in, the preparation thereof; (2) from and against any and all Losses which
Distributor and each of the Distributor Indemnitees may incur in connection with
this Agreement or Distributor’s performance hereunder, except to the extent the
Losses result from Distributor’s willful misfeasance, bad faith
or negligence in the performance of its duties, or by reason of its
reckless disregard of its obligations and duties under this Agreement, (3) from
and against any and all Losses which Distributor and each of the Distributor
Indemnitees may incur when acting in accordance with instructions from the Trust
or its representatives, (4) from any Losses which Distributor and each of the
Distributor Indemnities may incur in connection with any claims that Trust’s or
Trust’s affiliates’ use of the customer data infringes upon the rights of, or
has caused harm to, any third party, and (5) from and against any Losses caused
by acts or omissions of the Trust’s prior distributor or other service
providers. Promptly after receipt by Distributor of notice of the
commencement of an investigation, action, claim or proceeding, Distributor
shall, if a claim for indemnification in respect thereof is made under this
section, notify the Trust in writing of the commencement thereof, although the
failure to do so shall not prevent recovery by Distributor or any Distributor
Indemnitee..
4.1(b) The Trust shall be
entitled to participate at its own expense in the defense or, if it so elects,
to assume the defense of any suit brought to enforce any such loss, claim,
demand, liability, damage or expense, but if the Trust elects to assume the
defense, such defense shall be conducted by counsel chosen by the Trust and
approved by Distributor, which approval shall not be unreasonably
withheld. In the event the Trust elects to assume the defense of any
such suit and retain such counsel and notifies Distributor of such election, the
indemnified defendant or defendants in such suit shall bear the fees and
expenses of any additional counsel retained by them subsequent to the receipt of
the Trust’s election. If the Trust does not elect to assume the
defense of any such suit, or in case Distributor does not, in the exercise of
reasonable judgment, approve of counsel chosen by the Trust, or in case there is
a conflict of interest between the Trust and Distributor or any of the
Distributor Indemnitees, the Trust will reimburse the indemnified person or
persons named as defendant or defendants in such suit, for the fees and expenses
of any counsel retained by Distributor and them. The Trust’s
indemnification agreement contained in this Section 4.1 and the Trust’s
representations and warranties in this Agreement shall remain operative and in
full force and effect regardless of any investigation made by or on behalf of
Distributor and each of the Distributor Indemnitees, and shall survive the
delivery of any Shares and the termination of this Agreement. This
agreement of indemnity will inure exclusively to Distributor's benefit, to the
benefit of each of the Distributor Indemnitees and their estates and successors.
The Trust agrees promptly to notify Distributor of the commencement of any
litigation or proceedings against the Trust or any of its officers or directors
in connection with the issue and sale of any of the Shares.
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4.1(c) The
Trust acknowledges and agrees that in the event Distributor, at the direction of
the Trust, is required to give indemnification to any entity selling Shares or
providing shareholder services to shareholders or others and such entity shall
make a claim for indemnification against Distributor, Distributor shall make a
similar claim for indemnification against the Trust and shall be entitled to
such indemnification.
4.2(a)
Distributor shall indemnify, defend and hold the Trust, and each of its present
or former trustees, directors, officers, employees, representatives, investment
advisors, managers, and any person(s) who control or previously controlled the
Trust within the meaning of Section 15 of the 1933 Act (“Trust Indemnitees”),
free and harmless from and against any and all Losses which the Trust, and each
of its present or former trustees, directors, officers, employees,
representatives, investment advisors, managers, or any such controlling
person(s), may incur under the 1933 Act, the 1934 Act, the 1940 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 Trust’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 Distributor and furnished in writing to the Trust or its
counsel by Distributor for the purpose of, and used in, the preparation thereof,
or (b) to the extent any Losses arise out of or result from 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 Trust and any of
the Trust Indemnitees shall not be deemed to cover any Losses to the extent they
arise out of or result from the Trust’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 Trust of notice of the commencement of an investigation, action, claim or
proceeding, the Trust shall, if a claim for indemnification in respect thereof
is to be made under this section, notify Distributor in writing of the
commencement thereof, although the failure to do so shall not prevent recovery
by the Trust or any Trust Indemnitee.
4.2(b)
Distributor shall be entitled to participate at its own expense in the defense
or, if it so elects, to assume the defense of any suit brought to enforce any
such loss, claim, demand, liability, damage or expense, but if Distributor
elects to assume the defense, such defense shall be conducted by counsel chosen
by Distributor and approved by the Trust, which approval shall not be
unreasonably withheld. In the event Distributor elects to assume the
defense of any such suit and retain such counsel and notifies the Trust of such
election, the indemnified defendant or defendants in such suit shall bear the
fees and expenses of any additional counsel retained by them subsequent to the
receipt of Distributor’s election. If Distributor does not elect to
assume the defense of any such suit, or in case the Trust does not, in the
exercise of reasonable judgment, approve of counsel chosen by Distributor,
Distributor will reimburse the indemnified person or persons named as defendant
or defendants in such suit, for the fees and expenses of any counsel retained by
the Trust and them. Distributor’s indemnification agreement contained
in this Section 4.2 and Distributor’s representations and warranties in this
Agreement shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of the Trust or any of the Trust Indemnitees,
and shall survive the delivery of any Shares and the termination of this
Agreement. This agreement of indemnity will inure exclusively to the
Trust's benefit, to the benefit of each of the Trust Indemnitees and their
estates and successors. Distributor agrees promptly to notify the Trust of the
commencement of any litigation or proceedings against Distributor or any of its
officers or directors in connection with the issue and sale of any of the
Shares.
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5.
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Offering of
Shares.
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No Shares shall be offered by either
Distributor or the Trust under any of the provisions of this Agreement and no
orders for the purchase or sale of such Shares hereunder shall be accepted by
the Trust if and so long as the effectiveness of the registration statement then
in effect or any necessary amendments thereto shall be suspended under any of
the provisions of the 1933 Act, or if and so long as the current prospectus as
required by Section 10 of the 1933 Act, as amended, is not on file with the
Commission; provided, however, that nothing contained in this paragraph 5 shall
in any way restrict or have an application to or bearing upon the Trust’s
obligation to repurchase Shares from any shareholder in accordance with the
provisions of the prospectus or Declaration of Trust.
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6.
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Limitation of
Liability
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6.1 Distributor
shall not be liable for any error of judgment or mistake of law or for any loss
suffered by the Trust in connection with the performance of its obligations and
duties under this Agreement, except a loss resulting from Distributor’s willful
misfeasance, bad faith or gross negligence in the performance of such duties and
obligations, or by reason of its reckless disregard
thereof. Furthermore, notwithstanding anything herein to the
contrary, Distributor shall not be liable for any action taken or omitted to be
taken in accordance with instructions received by Distributor from an officer or
representative of the Trust, or for the acts or omissions of the Trust’s prior
distributor or other service providers.
6.2 Distributor
assumes no responsibility hereunder, and shall not be liable, for any default,
damage, loss of data, errors, delay or any other loss whatsoever caused by
events beyond its reasonable control. Distributor will, however, take
all reasonable steps to minimize service interruptions for any period that such
interruption continues beyond its control.
6.3 Neither
party may assert any cause of action against the other party under this
Agreement that accrued more than two (2) years prior to the filing of suit (or
commencement of arbitration proceedings) alleging such cause of
action. Each party shall have the duty to mitigate damages for which
the other party may become responsible. Notwithstanding anything in this
agreement to the contrary, in no event shall either party, its affiliates or any
of its or their directors, officers, employees, agents or subcontractors, be
liable for lost profits or consequential damages. This is a service agreement.
Except as expressly provided in this Agreement, Distributor disclaims all other
representations or warranties express or implied, made to the Trust, a Fund or
any other person, including without limitation, any warranties of
merchantability, fitness for a particular purpose or otherwise (irrespective of
any course of dealing, custom or usage of trade) of any services or any goods
provided incidental to services provided under this
Agreement. Distributor disclaims any warranty of title or
non-infringement except as otherwise set forth in this Agreement.
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7.
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Term.
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7.1 This
Agreement originally became effective on May 19, 2001 and is amended and
restated as of the date first written above. This Agreement became
effective with respect to each Fund in existence prior to April 1, 2010
(“existing Fund”) on the original effective date shown on Schedule A hereof and,
with respect to each new Fund not in existence as of April 1, 2010 (“new Fund”),
on the date indicated on Schedule A to this Agreement (as such Schedule A may be
amended from time to time). Unless sooner terminated as provided
herein, this Agreement shall continue in effect with respect to each existing
Fund through March 31, 2011 and, with respect to each new Fund listed on amended
Schedule A from time to time, for an initial one year term beginning from such
new Fund’s original effective date, or for such shorter period as may be
determined by the Trust’s Board of Trustees. Thereafter, if not
terminated, this Agreement shall continue automatically in effect as to each
Fund for successive annual periods, provided such continuance is specifically
approved at least annually by (i) the Trust’s Board of Trustees or (ii) the vote
of a majority (as defined in the 1940 Act and Rule 18f-2 thereunder) of the
outstanding voting securities of a Fund, and provided that in either event the
continuance is also approved by a majority of the Trust’s Board of Trustees who
are not "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of any party to this
Agreement, by vote cast in person at a meeting called for the purpose of voting
on such approval.
7.2 This
Agreement may be terminated without penalty with respect to a particular Fund
(1) through a failure to renew this Agreement at the end of a term, (2) upon
mutual consent of the parties, or (3) on no less than sixty (60) days' written
notice, by the Trust’s Board of Trustees, by vote of a majority (as defined with
respect to voting securities in the 1940 Act and Rule 18f-2 thereunder) of the
outstanding voting securities of a Fund, or by Distributor (which notice may be
waived by the party entitled to such notice). The terms of this Agreement shall
not be waived, altered, modified, amended or supplemented in any manner
whatsoever except by a written instrument signed by Distributor and the
Trust. This Agreement will also terminate automatically in the event
of its assignment (as defined in the 1940 Act).
7.3 In
the event of termination of this Agreement, all reasonable expenses associated
with movement of records and materials and conversion thereof shall be borne by
the Funds. Upon the termination of this Agreement or the liquidation of a Fund
or the Funds, Distributor shall deliver the records of the Fund(s) in the form
maintained by Distributor (to the extent permitted by applicable license
agreements) to the Trust or person(s) designated by the Trust at the Trust’s
cost and expense, and thereafter the Trust or its designee shall be solely
responsible for preserving the records for the periods required by all
applicable laws, rules and regulations.
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8.
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Miscellaneous.
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8.1 The
services of Distributor rendered to the Funds are not deemed to be
exclusive. Distributor may render such services and any other
services to others, including other investment companies. The Trust
recognizes that from time to time directors, officers, and employees of
Distributor may serve as directors, trustees, officers and employees of other
entities (including other investment companies), that such other entities may
include the name of the Distributor as part of their name and that Distributor
or its affiliates may enter into distribution, administration, fund accounting,
transfer agent or other agreements with such other entities.
8.2 Distributor
agrees on behalf of itself and its employees to treat confidentially and as
proprietary information of the Trust all records relative to the shareholders of
the Trust, 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 Trust, which approval may
not be withheld where 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 Trust, 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 Distributor received the
information. Records and information which have become known to the
public through no wrongful act of Distributor or any of its employees, agents or
representatives, and information which was already in the possession of
Distributor prior to receipt thereof, shall not be subject to this
paragraph.
8.3 This
Agreement shall be governed by Wisconsin law, excluding the laws on conflicts of
laws. To the extent that the applicable laws of the State of Wisconsin, or any
of the provisions herein, conflict with the applicable provisions of the 1940
Act, the latter shall control, and nothing herein shall be construed in a manner
inconsistent with the 1940 Act or any rule or order of the Commission
thereunder. Any provision of this Agreement which may be determined
by competent authority to be prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other
jurisdiction. In such case, the parties shall in good faith modify or
substitute such provision consistent with the original intent of the
parties.
8.4 Any
notice required or to be 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, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇, Attention:
President, with a copy to General Counsel and notice to the Trust shall be sent
to Scout Funds, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
Attention: President.
8.5 This
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original agreement but such counterparts shall together
constitute but one and the same instrument.
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8.6 This
Agreement is executed by the Trust with respect to each of the Funds and the
obligations hereunder are not binding upon any of the trustees, officers or
shareholders of the Trust individually but are binding only upon the Fund to
which such obligations pertain and the assets and property of such
Fund. All obligations of the Trust under this Agreement shall apply
only on a Fund-by-Fund basis, and the assets of one Fund shall not be liable for
the obligations of another Fund. The Fund’s Declaration of Trust is
on file with the Secretary of State of Delaware.
8.7 The
captions of this Agreement are included for convenience of reference only and in
no way define or delimit any of the provisions hereof or otherwise effect their
construction or effect.
8.8 Except
to the extent any rights are retained by third parties, Distributor shall retain
all right, title and interest in any and all computer programs, screen formats,
report formats, procedures, data bases, interactive design techniques,
derivative works, inventions, discoveries, patentable or copyrightable matters,
concepts, expertise, trade secrets, trademarks and other related legal rights
provided, developed or utilized by Distributor in connection with the services
provided by Distributor to the Trust hereunder or pursuant to the Distribution
Support Agreement.
IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be amended and restated by a duly
authorized officer as of the day and year first above written.
By: /s/ ▇▇▇▇
▇. ▇▇▇▇▇▇▇
Name and Title: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
President
UMB DISTRIBUTION SERVICES,
LLC
By: /s/ ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇
Name and Title: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ -
President
10
Schedule
A to the
Amended
and Restated
by
and between
and
UMB
Distribution Services, LLC
Dated
April 1, 2010
|
Name
of Funds
|
Original
Effective Date
|
Annual
Renewal Deadline
|
|
Scout
Stock Fund
|
May
19, 2001
|
March
31
|
|
Scout
Mid Cap Fund
|
Oct.
31, 2006
|
March
31
|
|
Scout
Small Cap Fund
|
May
19, 2001
|
March
31
|
|
Scout
International Fund
|
May
19, 2001
|
March
31
|
|
Scout
International Discovery Fund
|
Dec.
31, 2007
|
March
31
|
|
Scout
Bond Fund
|
May
19, 2001
|
March
31
|
|
Scout
Money Market Fund Federal Portfolio
|
May
19, 2001
|
March
31
|
|
Scout
Money Market Fund Prime Portfolio
|
May
19, 2001
|
March
31
|
|
Scout
Tax-Free Money Market Fund
|
May
19, 2001
|
March
31
|
|
Scout
TrendStar Small Cap Fund
|
July
1, 2009
|
March
31
|
11