AMENDMENT NUMBER ONE TO INBOUND CALL
               MANAGEMENT AND FULFILLMENT SERVICES AGREEMENT

      This Amendment Number One amends and supplements the Inbound Call
Management and Fulfillment Services Agreement dated August 6, 2001 (the "Inbound
Call Management and Fulfillment Services Agreement") between Scout Investment
Advisors, Inc., a Missouri corporation (the "Corporation"), and Sunstone
Distribution Services, LLC, a Wisconsin limited liability company, 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 Inbound Call Management and Fulfillment Services Agreement:

1.    Sunstone Distribution Services, LLC has changed its name to UMB
      Distribution Services, LLC. Accordingly, all references to "Sunstone" in
      the Inbound Call Management and Fulfillment Services Agreement are
      canceled and replaced by "UMBDS".

2.    Section 5(a) of the Inbound Call Management and Fulfillment Services
      Agreement is canceled and is replaced by the following Section 5(a), now
      restated to provide as follows:

      "5(a) UMBDS shall not be liable for any loss or damage, including counsel
      fees, resulting from its actions or omissions to act, in the absence of
      its willful misfeasance or negligence in connection with its duties under
      this Agreement. UMBDS shall indemnify and hold harmless the Corporation
      from and against any and all claims, actions, suits, demands, losses,
      expenses, and liabilities (including the costs of investigating or
      defending any alleged claims, actions, suits, demands, losses, expenses,
      and liabilities) (collectively, "Losses") of any and every nature which
      the Corporation may sustain or incur or which may be asserted against the
      Corporation by any person arising directly or indirectly out of UMBDS's
      willful misfeasance or negligence in connection with its duties under this
      Agreement; provided, however, UMBDS shall not be liable for any actions or
      omissions taken in accordance with the instructions, directions or
      requests of officers or representatives of the Corporation."

3.    The last sentence of Section 5(d) of the Agreement is canceled and is
      replaced by the following sentence, now restated to provide as follows:
      "Under no circumstances shall either UMBDS or the Corporation be liable
      for any incidental, consequential, or punitive damages, direct or
      indirect."

4.    All of the remaining terms and conditions contained in the Inbound Call
      Management and Fulfillment Services Agreement are hereby restated as
      originally set forth in the Inbound Call Management and Fulfillment
      Services 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 DISTRIBUTION SERVICES, LLC       SCOUT INVESTMENT ADVISORS, INC.


By:                                  By:
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            (Signature)                         (Signature)

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            (Name)                                    (Name)

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            (Title)                                   (Title)