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)