Registration No. 333-1444
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
The Collective Investment Funds
for which UMB Bank, n.a. is Trustee
(Exact name of registrant as specified in its charter)
N/A
(State or other jurisdiction of incorporation or organization)
N/A
(Primary Standard Industrial Classification Code Number)
N/A
(I.R.S. Employer Identification Number)
1010 Grand, Kansas City, MO 64141 (816/860-7000)
(Address, including zip code and telephone number, including
area code, of registrant's principal executive offices)
David Miller, Esq. with copy to: Norman E. Fretwell
UMB Bank, n.a. Leonard W. Jurden
1010 Grand Watson & Marshall L.C.
P.O. Box 419226 1010 Grand, 5th Floor
Kansas City, MO 64141 Kansas City, MO 64106
(816/860-7000) (816/842-3132)
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this
Registration Statement.
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, check the following box. [X]
<PAGE>
<TABLE>
<CAPTION>
Calculation of Registration Fee
<S> <C> <C> <C> <C>
Title of
each class Proposed Proposed
of maximum Maximum
securities Amount to offering aggregate Amount of
to be be price per offering registration
registered registered unit<F1> price fee<F2>
Equity 150,000 $68.791070 $10,318,661 $3,558
Fund
Debt Fund 75,000 $60.092432 $4,506,932 $1,554
Total $5,112
<FN>
<F1> The value of the units as of January 31, 1996, the most
recent date on which the units were valued.
<F2> Calculated pursuant to Rule 457(b) under the Securities Act.
</FN>
</TABLE>
Pursuant to Rule 429 under the Securities Act of 1933, as
amended, the Prospectus contained in this Registration Statement
also relates to Registration Statements Nos. 2-58109, 33-27170
and 33-86470, as amended.
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 as amended or until the Registration
Statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
<PAGE>
Form S-1
Cross-Reference Sheet
For Prospectus For
The Collective Investment Funds
for which
UMB Bank, n.a. is Trustee
Form S-1 Item: Location in Prospectus
1. Forepart of the Cover Page
Registration Statement
and Outside Front Cover
Page of Prospectus
2. Inside Front and Outside Table of Contents, Reports,
Bank Cover Pages of Additional Information
Prospectus
3. Summary Information, Risk Cover page, Summary of the
Factors and Ratio of Collective Investment Funds,
Earnings to Fixed Charges Summary of the UMB Bank,
Defined Contribution Plan and
Trust, Investment Policies of
Collective Investment Funds -
Market Risks
4. Uses of Proceeds Inapplicable
5. Determination of Offering Cover page, Investment
Price Policies of the Collective
Investment Funds - Valuation
of Funds' Assets
6. Dilution Inapplicable
7. Selling Security Holders Inapplicable
8. Plan of Distribution Cover page
9. Description of Securities Cover page, Summary of the
to be Registered Collective Investment Funds,
The Collective Investment
Funds, Investment Policies of
the Collective Investment
Funds, UMB as Trustee of the
Funds
10. Interests of Named Legal Matters
Experts and Counsel
11. Information with Respect Summary of the Collective
to the Registrant Investment Funds, The
Collective Investment Funds,
UMB as Trustee
12. Disclosure of Commission Inapplicable
Position on
Indemnification for
Securities Act
Liabilities
<PAGE>
UNITS OF PARTICIPATION
UMB BANK COLLECTIVE INVESTMENT FUNDS
This Prospectus offers Units of Participation ("Units") in three
separate Collective Investment Funds (the "Funds" and
individually a "Fund") that have been established and are
maintained by the Trust Department of UMB Bank, n.a. ("UMB") to
provide investment mediums for retirement plans utilizing the
UMB Bank Defined Contribution Plan and Trust and other qualified
retirement plans for which UMB is Trustee. The Units are only
offered to such plans. THIS PROSPECTUS MAY ONLY BE USED WITH
PART TWO AND SHOULD BE RETAINED FOR FUTURE REFERENCE. Units are
available in the following Funds (SEE INVESTMENT POLICIES OF THE
INVESTMENT FUNDS).
FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS (THE
"POOLED EQUITY FUND"). The primary objective of the Pooled
Equity Fund is growth in value of units of the Fund through
investments in equity securities and the reinvestment of income
therefrom. Investment in other securities to the extent deemed
appropriate by UMB is not prohibited.
FUND FOR POOLING DEBT INVESTMENTS OF EMPLOYEE TRUSTS (THE "POOLED
DEBT FUND"). The primary objective of the Pooled Debt Fund is
stability in the value of underlying assets through investment in
good quality fixed income obligations, such as those classified
as A rated or better by standard rating services, and growth in
unit values through the reinvestment of investment income
therefrom. Investment in other securities to the extent deemed
appropriate by UMB is not prohibited.
POOLED INCOME FUND FOR EMPLOYEE TRUSTS (THE "POOLED INCOME
FUND"). The primary objective of the Pooled Income Fund is to
provide a high degree of liquidity through the investment of
funds in short-term fixed income obligations. Unit value growth
is determined by the level of short-term interest rates from time
to time as income is reinvested. Investment in other securities
to the extent deemed appropriate by UMB is not prohibited.
The Units of a Fund are offered at a price that is calculated by
dividing the market value of all the assets in the Fund including
cash, if any, less liabilities at the close of business on the
valuation date by the total number of outstanding Units of that
Fund on the valuation date (the date on which a participating
plan may invest in a Fund). No discounts or commissions are paid
as a result of the sale of the Units.
This Prospectus also describes the investment of assets of a
retirement plan that utilizes the UMB Bank Defined Contribution
Plan and Trust (a "DC Plan") in one or more of the Funds, the
right of an individual participant to elect to direct the
investment of assets in such participant's account number under a
DC Plan and distribution of benefits under a DC Plan.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES
COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE
FOREGOING AUTHORITIES PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
UNITS OF PARTICIPATION IN THE FUNDS ARE NOT DEPOSITS OR
OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY UMB BANK, N.A., AND
UNITS OF PARTICIPATION ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY
OTHER GOVERNMENTAL AGENCY, AND INVOLVE RISKS INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL. THE COLLECTIVE INVESTMENT FUNDS ARE
NOT REGISTERED AS INVESTMENT COMPANIES UNDER THE INVESTMENT
COMPANY ACT OF 1940 AND, THEREFORE, ARE NOT SUBJECT TO COMPLIANCE
WITH THE REQUIREMENTS OF SUCH ACT. UNITS ARE NOT "REDEEMABLE
SECURITIES" WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF
1940.
There is a market risk inherent in any investment in securities,
whether equity, debt or other instruments, and the value of the
Funds' investments vary based on many factors. Stock values
fluctuate in response to the activities of individual companies
and general market conditions. The value of bonds fluctuates
based on changes in interest rates and in the credit quality of
the issuer (in general, bond prices raise when interest rates
fall, and vice versa). In addition, the prices of securities may
fluctuate because of other market conditions, economic factors,
governmental fiscal and monetary policy, and other reasons that
cannot be anticipated and are out of the control of the Trustee.
Accordingly, there can be no assurance that the objectives of a
Fund will be achieved, and at the time Units in a Fund are
withdrawn by reason of a change in the investment in a
Participant's Account, the payment of benefits, or the withdrawal
of voluntary contributions, the value of such Participant's
interest may be more or less than the amount contributed to
Participant's Account.
No person has been authorized to give any information or to make
any representations in connection with this offering other than
those contained in this Prospectus and, if given or made, such
information or representations must not be relied upon. This
Prospectus does not constitute an offering in any jurisdiction in
which such offering may not be legally made.
INVESTORS ARE ADVISED TO CONSULT WITH AN ATTORNEY OR TAX ADVISOR
REGARDING THE REQUIREMENTS FOR ESTABLISHING A RETIREMENT PLAN AND
TRUST AND INVESTING IN THE UMB COLLECTIVE INVESTMENT FUNDS AND
THE TAX CONSEQUENCES THEREOF.
UMB Bank, National Association
Trust Department
1010 Grand Avenue - Box 419692
Kansas City, Missouri 64141-6692
(816) 860-7474
This Prospectus Is Dated _______________, 1996
(The remainder of this page intentionally left blank.)
<PAGE>
Table of Contents
Summary of the Collective Investment Funds . . . . . . . . . 4
Summary of the UMB Bank Defined
Contribution Plan and Trust . . . . . . . . . . . . . . . . . 8
The Collective Investment Funds . . . . . . . . . . . . . . . 11
Investment of Participants' Accounts . . . . . . . . . . 11
Summary of Units of Participation Values . . . . . . . . 11
Investment Management . . . . . . . . . . . . . . . . . 12
Brokerage of Securities Transactions . . . . . . . . . . 12
Investment Policies of the Collective Investment Funds . . . 13
Investment Objectives . . . . . . . . . . . . . . . . . 13
Market Risks . . . . . . . . . . . . . . . . . . . . . . 13
Valuation of Funds' Assets . . . . . . . . . . . . . . . 13
Turnover Rates . . . . . . . . . . . . . . . . . . . . . 14
UMB as Trustee of the Funds . . . . . . . . . . . . . . . . 14
UMB Bank Defined Contribution Plan and Trust . . . . . . . . 16
Definitions of Certain Terms . . . . . . . . . . . . . . 16
Adoption of a Plan . . . . . . . . . . . . . . . . . . . 18
UMB as Trustee of the Defined Contribution Plan and Trust 18
Plan Administrator . . . . . . . . . . . . . . . . . . . 19
Participation in the Plan . . . . . . . . . . . . . . . 19
Contributions . . . . . . . . . . . . . . . . . . . . . 19
Restrictions on Investments . . . . . . . . . . . . . . 20
Vesting of Participant's Interest . . . . . . . . . . . 20
Benefits . . . . . . . . . . . . . . . . . . . . . . . . 20
Amendment and Termination . . . . . . . . . . . . . . . 21
Resignation, Removal and Succession of Trustee . . . . . 22
Taxes, Expenses and Fees . . . . . . . . . . . . . . . . 22
Litigation . . . . . . . . . . . . . . . . . . . . . . . 23
Limitation of Liability of Trustee . . . . . . . . . . . 23
Federal Income Tax Consequences of UMB
Defined Contribution Plan and Trust . . . . . . . . . . . . 23
Other Tax Consequences . . . . . . . . . . . . . . . . . . . 24
Penalty Taxes . . . . . . . . . . . . . . . . . . . . . 24
State Tax Consequences . . . . . . . . . . . . . . . . . 25
Reports. . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . 25
Additional Information . . . . . . . . . . . . . . . . . . . 25
Recommendation to Consult Advisors . . . . . . . . . . . . . 26
Table of Contents to Financial Statements . . . . . . . . . . F-1
<PAGE>
SUMMARY OF THE COLLECTIVE INVESTMENT FUNDS
The Collective Investment Funds are trusts that have been
established by UMB, which is also Trustee of the Funds, for the
purpose of providing investment mediums for certain qualified
retirement plans. There are three Funds, the investment
objectives of which are as follows:
FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS. The
primary objective of the Pooled Equity Fund, which was created by
UMB in 1955, is growth in value of units of the Fund through
investments in equity securities and the reinvestment of income
therefrom. Investment in other securities to the extent deemed
appropriate by UMB is not prohibited. SEE INVESTMENT POLICIES OF
THE COLLECTIVE INVESTMENT FUNDS.
FUND FOR POOLING DEBT INVESTMENTS OF EMPLOYEE TRUSTS. The
primary objective of the Pooled Debt Fund, which was created by
UMB in 1955, is stability in the value of underlying assets
through investment in good quality fixed income obligations, such
as those classified as A rated or better by standard rating
services, and growth in unit values through the reinvestment of
investment income therefrom. Investment in other securities to
the extent deemed appropriate by UMB is not prohibited. SEE
INVESTMENT POLICIES OF THE COLLECTIVE INVESTMENT FUNDS.
POOLED INCOME FUND FOR EMPLOYEE TRUSTS. The primary objective of
the Pooled Income Fund, which was created by UMB in 1974, is to
provide a high degree of liquidity through the investment of
funds in short-term fixed income obligations. Unit value growth
is determined by the level of short-term interest rates from time
to time as income is reinvested. Investment in other securities
to the extent deemed appropriate by UMB is not prohibited. SEE
INVESTMENT POLICIES OF THE COLLECTIVE INVESTMENT FUNDS.
The assets of each of the Funds are managed by UMB as Trustee.
UMB charges against the assets of each plan under the UMB Bank
Defined Contribution Plan and Trust certain fees which are set
forth in a schedule published from time to time by UMB. No
start-up fees are charged new participants under a plan. More
detailed information concerning fees for specific transactions
under a plan is set forth under SUMMARY OF THE UMB DEFINED
CONTRIBUTION PLAN AND TRUST and TAXES, EXPENSES AND FEES. All
fees payable in connection with a plan are subject to change.
Except for withdrawal of voluntary contributions (SEE EMPLOYEE
NONDEDUCTIBLE VOLUNTARY CONTRIBUTIONS) the methods described
under Benefits are the only means by which a participant may
redeem or receive benefits from a participant's account under a
plan.
NOTWITHSTANDING THE RESPECTIVE INVESTMENT OBJECTIVES IN THE THREE
SEPARATE FUNDS, UMB, AS TRUSTEE, HAS BROAD DISCRETION IN THE
INVESTMENT OF THE ASSETS IN THE FUNDS, AND IS NOT PROHIBITED BY
THE UMB BANK DEFINED CONTRIBUTION PLAN AND TRUST, FROM
CONCENTRATING THE ASSETS OF A FUND IN SECURITIES OF ONE ISSUER OR
ONE INDUSTRY, PURCHASING SECURITIES ON MARGIN, MAKING SHORT
SALES, TRADING IN COMMODITIES, PURCHASING THE SECURITIES OF NEW
ENTERPRISES OR ENGAGING IN VARIOUS INVESTMENT PRACTICES WHICH ARE
NOT SPECIFICALLY SET FORTH IN THIS PROSPECTUS.
SELECTED FINANCIAL INFORMATION
The historical performance of the Pooled Equity Fund, the Pooled
Debt Fund, and the Pooled Income Fund is set forth below for the
periods indicated. The tables contain selected data per unit of
participation (unit) for each Fund based on the annual average
number of Units outstanding for each of the five years presented
in the tables. Information in these tables should be read in
conjunction with the financial statements for the three years
ended October 31, 1995 and the related notes thereto as set forth
in part two of this Prospectus. PAST PERFORMANCE IS NO GUARANTEE
OF FUTURE RESULTS.
<TABLE>
<CAPTION>
FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS
SELECTED FINANCIAL INFORMATION (PER UNIT)<F1>
for the years ended October 31,
1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C>
Investment $ 1.68 $ 1.48 $ 1.52 $ 1.71 $ 2.26
income
Expenses .01 .01 .01 .01 .01
Net investment 1.67 1.47 1.51 1.70 2.25
income
Net realized and 7.73 1.99 4.09 1.80 5.70
unrealized gain
on investments
Net increase in 9.40 3.46 5.60 3.50 7.95
unit value
Unit value: 34.41 43.81 47.27 52.87 56.37
Beginning of
year
End of year $ 43.81 $ 47.27 $ 52.87 $ 56.37 $ 64.32
Ratio of 0.02% 0.01% 0.02% 0.01% 0.01%
expenses to
average
participants'
interest<F2>
Ratio of net 4.12% 3.22% 2.95% 3.12% 3.74%
investment
income to
average
participants'
interest<F2>
Ratio of net 18.73% 4.33% 8.17% 3.31% 9.32%
realized and
unrealized gain
on investments
to average
participants'
interest<F2>
Ratio of net 22.85% 7.55% 11.12% 6.43% 13.06%
increase from
investment
activities to
average
participants'
interest<F2>
Number of units 2,929,830 3,441,145 4,007,990 4,117,128 4.082,250
outstanding at
end of year
<FN>
<F1>
All per unit information has been adjusted to reflect the 5 for 1
unit split that took place during the quarter ended July 31,
1994.
<F2>
Participants' interest is the total net assets of the Fund.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FUND FOR POOLING DEBT INVESTMENTS OF EMPLOYEE TRUSTS
SELECTED FINANCIAL INFORMATION (PER UNIT)<F1>
For the year ended October 31,
1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C>
Investment $ 3.57 $ 3.56 $ 3.68 $ 3.39 $ 3.33
income
Expenses .01 .01 .01 .01 .01
Net investment 3.56 3.55 3.67 3.38 3.32
income
Net realized 2.01 1.09 1.74 (5.23) 3.82
and unrealized
gain (loss) on
investments
Net increase 5.57 4.64 5.41 (1.85) 7.14
(decrease) in
unit value
Unit value: 37.26 42.83 47.47 52.88 51.03
Beginning of
year
End of year $ 42.83 $ 47.47 $ 52.88 $ 51.03 $ 58.17
Ratio of 0.01% 0.01% 0.01% 0.01% 0.01%
expenses to
average
participants'
interest<F2>
Ratio of net 8.90% 7.85% 7.31% 6.53% 6.12%
investment
income to
average
participants'
interest<F2>
Ratio of net 5.31% 2.44% 3.40% (10.20%) 6.55%
realized and
unrealized
gain (loss) on
investments to
average
participants'
interest<F2>
Ratio of net 14.21% 10.29% 10.71% (3.67%) 12.67%
increase
(decrease)
from
investment
activities to
average
participants'
interest<F2>
Number of 2,695,830 3,014,894 3,386,320 3,148,300 2,825,108
units
outstanding at
end of year
<FN>
<F1>
All per unit information has been adjusted to reflect the 2 for 1
unit split that took place during the quarter ended July 31,
1994.
<F2>
Participants' interest is the total net assets of the Fund.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
POOLED INCOME FUND FOR EMPLOYEE TRUSTS
SELECTED FINANCIAL INFORMATION (PER UNIT)
For the year ended October 31,
1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C>
Investment $ 2.49 $ 1.71 $ 1.41 $ 1.73 $ 2.67
income
Expenses - - - - -
Net investment 2.49 1.71 1.41 1.73 2.67
income
Net realized - - - (.03) .05
and unrealized
gain (loss) on
investments
Net increase in 2.49 1.71 1.41 1.70 2.72
unit value
Unit value: 37.38 39.87 41.58 42.99 44.69
Beginning of
year
End of year $ 39.87 $ 41.58 $ 42.99 $ 44.69 $ 47.41
Ratio of net 6.48% 4.15% 3.32% 3.95% 6.07%
investment
income to
average
participants'
interest<F1>
Ratio of net - - - (0.10%) 0.12%
realized and
unrealized gain
(loss) on
investments to
average
participants'
interest<F1>
Ratio of net 6.48% 4.15% 3.32% 3.85% 6.19%
increase from
investment
activities to
average
participants'
interest<F1>
Number of units 2,391,427 1,843,063 1,524,863 1,354,317 1,386,619
outstanding at
end of year
<FN>
<F1>
Participants' interest is the total net assets of the Fund.
</FN>
</TABLE>
<PAGE>
SUMMARY
OF THE
UMB BANK DEFINED CONTRIBUTION PLAN AND TRUST
PLAN AND TRUST
In order to provide certain employers with a means by which they
may establish a qualified retirement plan through which the
employers may have contributions to such plans invested in the
Funds, UMB offers a Retirement Plan ("Plan") and related Trust
("Trust") for adoption by corporations, associations, self-
employed individuals and partnerships (each called "Employer"),
which has been determined by the Internal Revenue Service to be
in compliance with applicable provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").
SEE UMB BANK DEFINED CONTRIBUTION PLAN AND TRUST. UMB acts as
Trustee under a Plan and Trust that has been established by an
employer. SEE UMB AS TRUSTEE OF THE DEFINED CONTRIBUTION PLAN
AND TRUST. Investments of contributions to a Trust, except
contributions to Individually Directed Accounts, shall be made by
the Trustee in its absolute discretion and the Trustee may invest
contributions in the Pooled Equity Fund, the Pooled Debt Fund and
the Pooled Income Fund or any combination thereof. Investment of
contributions to an Individually Directed Account is directed by
the Participant, and such contributions may be invested in the
Pooled Equity Fund, the Pooled Debt Fund, the Pooled Income Fund
or in any form of investment not prohibited by ERISA. At the
request of a Participant in a Plan and Trust, life insurance or
annuity contracts may be purchased for such Participant subject
to the limitations and restrictions of the Internal Revenue Code
and Regulations promulgated thereunder. SEE INVESTMENT OF
PARTICIPANTS' ACCOUNTS AND DEFINITIONS OF CERTAIN TERMS.
ADOPTION OF PLAN AND TRUST
Any Employer may adopt a Plan and Trust by executing an Adoption
Agreement designating therein, among other things, (1) the
eligibility requirement for employees in terms of age and
continuous period of employment, (2) whether the Plan is a
pension or profit-sharing plan, (3) the formula for Employer
contributions to the Plan, (4) the vesting schedule for Employer
contributions, and (5) the allocation of Employer contributions.
Adoption of a Plan and Trust establishes a separate Trust for
each adopting Employer. SEE ADOPTION OF A PLAN.
ADMINISTRATION OF THE PLAN
The Employer designates a Plan Administrator for purposes of the
requirements of ERISA and if no Plan Administrator is designated,
the Employer is deemed to be the Plan Administrator. The Plan
Administrator determines the eligibility of Employees for
participation and benefits, maintains certain records, advises
the Trustee regarding payments and individual investment
directions of Participants and has the exclusive right to
establish such rules and procedures as are reasonably necessary
for proper and efficient administration of the Plan. The Plan
Administrator is charged with all duties imposed upon an
administrator under ERISA. SEE AMENDMENT AND TERMINATION.
THE TRUSTEE
UMB is the Trustee of a Plan and Trust that has been adopted by
an Employer and may not be designated as a Plan Administrator.
The Trustee receives contributions made under the Plan and may
invest them in its own discretion, unless a Participant elects to
direct his own account, in the Pooled Equity Fund, the Pooled
Debt Fund, the Pooled Income Fund, or any combination thereof.
The Trustee is not responsible for the administration of the Plan
or for monitoring the Employer's compliance with the Plan or for
the performance of the Plan Administrator. SEE UMB AS TRUSTEE OF
THE FUNDS.
UMB has been a national bank since 1934 and was formerly The City
National Bank & Trust Company of Kansas City. It became a wholly
owned subsidiary of UMB Financial Corporation in 1969. UMB's
total assets as of December 31, 1995 were $2,931,553,000 and as
of the same date its deposits were $2,350,211,000 and its total
capital accounts were $241,443,000. The Trust Department of UMB
maintains several collective funds for trust investment and three
separate pooled funds for employee benefit plan investment. The
Trust Department of UMB, as of December 31, 1995, managed
approximately $8,000,000,000 in assets.
The Trustee may resign at any time by giving sixty (60) days'
prior written notice to the Employer. The Employer may remove
the Trustee at any time by giving sixty (60) days' prior written
notice to the Trustee. In the event of resignation or removal of
the Trustee, the Employer must appoint in writing a successor
Trustee and such successor Trustee must evidence its acceptance
of the trusteeship in writing. SEE RESIGNATION, REMOVAL AND
SUCCESSION OF TRUSTEE.
INVESTMENT OF CONTRIBUTIONS
Unless a Participant specifically elects, by written notice to
the Trustee on a form provided for such purpose, to direct the
Trustee to separate the Participant's interest in the Plan in a
separate account which is designated an Individually Directed
Account, the Trustee will invest all contributions to the Plan in
its own discretion. In its discretion the Trustee may invest
contributions in any one or more of the Collective Investment
Funds. SEE THE COLLECTIVE INVESTMENT FUNDS.
LIFE INSURANCE
If authorized by the Employer in the Plan and at the request of
any Participant, any portion which is less than fifty percent
(50%) of the Employer's contribution to such Participant's
Account may be applied to the purchase of life insurance or
annuity contracts. The Trustee will be the beneficiary of the
proceeds of any such life insurance or annuity contract and the
owner of all such contracts. Upon the death of a Participant,
the Plan Administrator and the Trustee will take appropriate
action to procure payment of the proceeds of any such contract to
the listed beneficiaries of the Participant. SEE INVESTMENT OF
PARTICIPANTS' ACCOUNTS.
CHARGES APPLICABLE TO THE PLAN AND TRUST
Unless otherwise paid by the Employer, the following will
constitute charges upon the Trust and will be paid by the Trustee
out of the Trust:
(1) all taxes imposed upon the Trust, the income or assets
of the Trust or the Trustee in its capacity as Trustee;
(2) all expenses incurred by the Trustee in its capacity as
Trustee, including attorneys' fees, accountants' fees
and other expenses incurred by the Trustee in the
performance of its duties in connection with the Trust;
and
(3) fees and other compensation of the Trustee for its
services under the Plan.
Within sixty (60) days after the close of each Plan year, the
Trustee will render to the Employer and to the Plan Administrator
a written accounting of all charges made upon the Trust during
the preceding year, such written accounting to be approved by the
Employer. SEE TAXES, EXPENSES AND FEES.
FEDERAL TAX CONSEQUENCES
In computing adjusted gross income for federal income tax
purposes, an Employer may deduct the full amount of contributions
to the Plan, within the contribution limits of the Plan, on
behalf of the Participants who are common-law employees, and such
contributions will not be includable in the gross income of the
employees. Contributions on behalf of the Participants who are
self-employed persons will be includable in gross income, but
such a Participant, in computing adjusted gross income, may
deduct the Employer's contribution on his behalf up to $30,000 or
the percentage contribution limit of the Plan, whichever is less.
Amounts distributed from the Trust generally are subject to
federal income tax at the time of distribution. However, benefit
payments representing a return of Nondeductible Voluntary
Contributions are not taxable income. SEE FEDERAL INCOME TAX
CONSEQUENCES OF UMB DEFINED CONTRIBUTION PLAN AND TRUST AND OTHER
TAX CONSEQUENCES.
(The remainder of this page intentionally left blank.)
<PAGE>
THE COLLECTIVE INVESTMENT FUNDS
INVESTMENT OF PARTICIPANTS' ACCOUNTS
Subject to the right of any Participant to elect to direct the
investments of his or her Individually Directed Account,
including the right to direct the purchase of life insurance, the
Trustee manages the investment of all participants' accounts
under each separate participating retirement plan in a Fund as a
single fund. The assets of each such plan are invested in the
Funds, with the debt/equity ratios determined from time to time
by the Trustee, often following consultation with or
recommendations by the Employer.
Records of the Participants' interests in the separate
participating retirement plans (not to be confused with the
Funds) may be maintained either on a "dollars and cents" basis,
or on a "shares" basis, whichever the Trustee deems appropriate
in each case.
Where a "shares" basis accounting method is employed, shares are
initially created at the value of $1 each. At each subsequent
valuation date of the particular retirement plan, the value of
each share is determined by dividing the number of outstanding
shares of such plan into the total current fair market value of
all net assets of the retirement plan. Shares representing
benefit payments to be distributed or insurance premiums to be
paid as of any pertinent plan valuation date are cancelled as of
their value on that valuation date. Similarly, new shares
representing additional contributions to be allocated to
participants are created at the share value applicable on the
pertinent plan valuation date.
In determining the current fair market value of assets of a
particular participating retirement plan, the current unit values
of the Funds, as determined by the Trustee, are multiplied by the
number of units of participation in a Fund or the Funds owned by
the particular plan.
The regular valuation date for each participating retirement plan
is the last business day of the plan year. Additional valuation
dates may occur throughout the plan year as necessary or
desirable for administrative purposes, including the occurrence
of a benefit distribution event and the allocation of voluntary
or salary deferral contributions. The additional valuation dates
correspond to the last business day of a calendar month.
SUMMARY OF UNITS OF PARTICIPATION VALUES
The table below shows the value at each annual valuation date for
the date indicated of a unit of participation in each of the
Funds:
<TABLE>
<CAPTION>
Valuation Date Pooled Equity Pooled Debt Pooled
Fund<F1> Fund<F2> Income Fund
<S> <C> <C> <C>
October 31, 1991 $43.803 $42.829 $39.874
October 31, 1992 $47.268 $47.463 $41.577
October 31, 1993 $52.868 $52.876 $42.993
October 31, 1994 $56.368 $51.030 $44.693
October 31, 1995 $64.315 $58.165 $47.406
<FN>
<F1>
All per unit information has been adjusted to reflect the 5 for 1
unit split that took place during the quarter ended July 31,
1994.
<F2>
All per unit information has been adjusted to reflect the 2 for 1
unit split that took place during the quarter ended July 31,
1994.
</FN>
</TABLE>
INVESTMENT MANAGEMENT
In managing the investments of the Funds, UMB, as Trustee for the
Funds, invests and reinvests the assets of the Funds in a manner
consistent with the policies described below under "Investment
Policies of the Collective Investment Funds." UMB's Trust
Department is responsible for the continuing supervision and
evaluation of all investment funds. Research, portfolio
management, security trading, and statistical review and analysis
are carried on by the Trust Department under the supervision of
the senior trust investment officer.
All investments of the Funds in securities are reviewed and
approved by the Trust Management and Trust Policy Committees of
UMB. These committees are composed of senior bank officers
and/or directors. Portfolio managers are provided with specific
guidelines with respect to the balance between equity and fixed
income securities, diversification of equity investment by
industry and by company, and the timing of purchases and sales.
The guidelines are prepared by UMB's Trust Department, subject to
approval by UMB's Trust Policy Committee.
BROKERAGE OF SECURITIES TRANSACTIONS
The Trust Department of UMB does not act as a broker or dealer in
securities transactions. Moreover, as a matter of general
policy, no person exercising discretionary investment authority
on behalf of UMB is permitted to acquire or dispose of a
substantial portion of securities of any issuer at the time such
securities are being purchased or sold by or for any of the
Funds. It is UMB's general practice to select security brokers
on the basis of their ability to provide the best execution on
the purchase or sale of portfolio securities for all of the
Funds. Fixed income security transactions are normally done on a
net basis while commissions are paid for the execution of common
stock and convertible security transactions. When executing
security transactions requiring commissions, UMB gives
consideration to research services provided by brokers and,
therefore, does not limit the placing of orders to brokers
providing only sales execution services. A portion of these
commissions is derived from security transactions for the Funds.
Research reports received in exchange for commission business
cover a wide variety of subjects ranging from economic and
monetary and fiscal policy through reports on specific companies,
and such research is used extensively by UMB's analytical group.
UMB may cause the Fund to pay a member of an exchange, broker or
dealer an amount of commission for effecting a securities
transaction in excess of the amount of commission another member
of an exchange, broker or dealer would have charged for effecting
the transaction, but only when UMB has determined in good faith
that such amount of commission was reasonable in relation to the
value of the brokerage and research services provided by such
member, broker or dealer, viewed in terms of either that
particular transaction or UMB's overall responsibilities with
respect to the accounts as to which it exercises investment
discretion.
In addition to research services and information obtained in
connection with specific brokerage transactions as described
above, UMB currently has such commission agreements,
understandings or both with Bear Stearns & Co.; Paine Webber;
Kidder Peabody; Prudential; Rochdale Securities; Standard &
Poor's Corporation; Morgan Stanley, Inc.; Broadcort Capital
Corp.; Capital Institutional Services, Inc. and Chicago Corp.,
concerning the providing of statistical reports on economic
conditions and reports relative to the investment performance of
various money managers and data on selected securities that are
considered for purchase in these Funds, all such reports and data
having been compiled by third parties. The commissions paid to
the companies providing such reports and data aggregate
approximately thirty percent (30%) of the total brokerage
commissions paid by UMB on an annual basis. Such reports and
data are available to UMB in its management of pooled funds as
well as all of its other accounts.
INVESTMENT POLICIES OF THE COLLECTIVE INVESTMENT FUNDS
INVESTMENT OBJECTIVES
The primary investment objective of each of the Funds is
summarized forth under SUMMARY OF THE COLLECTIVE INVESTMENT
FUNDS. With the exception of the U.S. Government and Federal
Agency issues, not more than 10% of the market value of the
assets of any Fund is invested in the securities of a particular
issuer. UMB, as Trustee, seeks to realize the investment
objective of each of the Funds as follows:
POOLED EQUITY FUND. This Fund is invested in a broadly
diversified portfolio of common stocks and convertible securities
which is designed to give representation in those segments of
industry which UMB feels will grow more rapidly than the economy
as a whole. These investments are supplemented from time to time
by some exposure to more cyclical industries when deemed
appropriate considering the objectives of the Fund. Current
yield is not a prime consideration as growth in value is sought
through appreciation of capital over a period of years. At such
time as economic and other considerations dictate, a significant
portion of the Fund may be invested in short-term fixed income
obligations.
POOLED DEBT FUND. This Fund is invested primarily in U.S.
government, federal agency and corporate fixed income
obligations, mortgages and mortgage participations. In managing
the assets of this Fund, consideration is given to the
prospective trends in short, intermediate and long-term interest
rates, yield differentials between various grades and
classifications of securities and attractiveness of discount or
premium bonds. Funds awaiting permanent investment or
distribution are placed in short-term money market instruments.
Capital growth is attained primarily through reinvestment of
interest income.
POOLED INCOME FUND. This Fund is invested in short-term
(maturities up to 5 years) fixed income obligations in order to
provide maximum current income consistent with ready
marketability. Investments may be made in direct or guaranteed
obligations of the United States of America or agencies thereof,
state or local government agencies, debt securities issued by
corporations or other business organizations, including
commercial paper, certificates of deposits issued by commercial
banks (other than UMB), savings banks or savings and loan
associations, other securities or obligations of the type or
types commonly known as money-market instruments or liquid
guaranteed contracts issued by major insurance companies and are
concentrated in those areas which appear most attractive, quality
considered. Maturities are staggered to provide liquidity based
on historical cash flow considerations. Growth in capital values
resulting from reinvested income will vary significantly with
changes in short-term interest rates, but fluctuations in capital
values are generally minimal by reason of short maturities.
MARKET RISKS
There is a market risk inherent in any investment in securities,
whether equity, debt or other instruments since the prices of
securities may fluctuate because of market conditions, economic
factors, governmental fiscal and monetary policy, and other
reasons that cannot be anticipated and are out of the control of
the Trustee. Accordingly, there can be no assurance that the
objectives of a Fund will be achieved, and at the time Units in a
Fund are withdrawn by reason of a change in the investment in a
Participant's Account, the payment of benefits, or the withdrawal
of voluntary contributions, the value of such Participant's
interest may be more or less than the amount contributed to a
Participant's Account.
VALUATION OF FUNDS' ASSETS
The Trustee of the Funds revalues the units of participation of
each Fund as of each Fund's valuation date. The last business
day of each month is the regular valuation date. The new unit
value is computed by determining the market value of all assets
of the Fund, including cash, if any, less liabilities, at the
close of business on the valuation date, and then dividing that
value by the total number of units outstanding on that date.
On each valuation date, the Trustee computes the net income or
loss of each Fund since the last valuation date. All such
income is included in the principal value of the Fund and of each
outstanding unit. Income is retained in each Fund for
reinvestment and is not distributed in cash to each participating
retirement plan.
Any retirement plan participating in the Funds may acquire units
of participation in a Fund or may redeem any units it holds on
any valuation date at the new unit value. Any plan that is
redeeming units must give notice of its intention to do so at
least five days in advance of a valuation date.
TURNOVER RATES
UMB cannot estimate with any reasonable certainty what the annual
turnover rate for the assets held by the Funds will be. If the
value of withdrawals from a Fund exceeds the value of
contributions directed to be invested in such Fund in a given
year, that Fund will be required to reduce its holdings (and
incur brokerage fees) independent of any sales and purchases made
by UMB as Trustee of the Funds in its efforts to achieve the
investment objectives of such Fund. In any event, the turnover
rate of a Fund will depend upon the extent UMB deems it
reasonable and appropriate to dispose of and replace certain of
such Fund's investments as a means of achieving its investment
objectives.
The turnover rates of the Pooled Equity Fund, the Pooled Debt
Fund and the Pooled Income Fund for the past five fiscal years
are shown in the table below.
<TABLE>
<CAPTION>
Annual Turnover Rates<F1>
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Equities and Convertibles
in Pooled Equity Fund 30.59% 16.32% 17.85% 8.45% 7.48%
Marketable Debt in Pooled
Debt Fund 20.78% 13.78% 30.80% 18.95% 27.86%
Pooled Income Fund 743.18% 438.62% 535.24% 613.17% 771.78%
<FN>
<F1>
All turnover rates are calculated as a percentage of market
value of assets in the respective Fund. The basic method of
calculation of turnover rates is to divide the total sales for a
quarter by the average market value for the quarter and then add
the four quarterly changes together to obtain the annual turnover
rate.
</FN>
</TABLE>
UMB AS TRUSTEE OF THE FUNDS
Regulations of the Comptroller of the Currency prohibit UMB from
having any interest in the Funds other than in its capacity as
Trustee. Such regulations prohibit UMB from lending money to,
selling property to or purchasing property from a Fund except for
temporary net cash overdrafts, and no assets of a Fund may be
invested in stock or obligations of UMB, except that funds held
by UMB as Trustee pending suitable investment or distribution may
temporarily be held in time or savings deposits with UMB. UMB
cannot purchase securities for the Funds from its own portfolio
or trading account. Regulations of the Comptroller of the
Currency also prohibit UMB from making any loan on the security
of the units of participation.
Such regulations do not prohibit UMB from investing the assets of
any Fund in the securities of issuers which have borrowed funds
from UMB's commercial loan division or which maintain deposit or
other accounts or otherwise have an ongoing banking relationship
with UMB, and UMB may purchase the securities of such issuers for
any of the Funds (including securities the proceeds of which may
be used, in whole or in part, to repay loans to such issuers from
UMB). However, in acting as Trustee for the Funds and other
fiduciary accounts, the personnel of UMB's Trust Department do
not discuss their investment decisions with any personnel of
UMB's commercial banking department, and investment decisions for
the Funds and other fiduciary accounts are made by the Trust
Department solely from the standpoint of the interest of such
fiduciary accounts.
UMB BANK
DEFINED CONTRIBUTION PLAN AND TRUST
DEFINITIONS OF CERTAIN TERMS
As used in this Prospectus, the following terms shall have the
meaning indicated below. These definitions are qualified by
reference to the Plan and Trust, which should be consulted for
the complete definitions of the terms used therein.
Account: a Participant's separate interest in a Trust.
Break in Service: (a) For purposes of determining eligibility to
become a Participant, each consecutive twelve-month period
commencing on the date of commencement of employment during
which an Employee has completed five hundred or fewer Hours
of Service; and (b) For all other purposes of the Plan, any
Plan Year during which the Employee has completed five
hundred or fewer Hours of Service and on the last day of
which he is not an Employee. Any Plan Year of less then
twelve months will be disregarded for purposes of this
subsection.
Code: the Internal Revenue Code of 1986, as amended from time to
time.
Compensation: the Earned Income of a Self-Employed individual
or, with respect to any Employee other than a Self-Employed
individual, as defined by the Employer in its Adoption
Agreement. For any Plans and Trust deemed to be top-heavy,
only the first $150,000 (as indexed) of a Participant's
annual Compensation shall be taken into account for purposes
of determining Employer contributions under the Plan.
Earned Income: the net income from self-employment in the trade
or business with respect to which the Plan is established
and for which personal services of the individual are a
material income-producing factor.
Effective Date: the first day of the fiscal year of the Employer
when the Employer adopts and establishes its Plan, as
specified by the Employer in its Adoption Agreement.
Employee: any person employed by the Employer in any capacity.
Employer: the individual proprietor, partnership, association or
corporation establishing one or more Plans and Trusts under
this basic plan document, and any affiliate thereof which
may also, by appropriate action, adopt any such Plan and
Trust of the Employer.
Entry Date: (a) the first day of the Plan Year; and (b) the six-
month anniversary of the first day of each Plan Year.
ERISA: the Employee Retirement Income Security Act of 1974, as
amended.
Fund: one of the three separate Collective Investment Funds
in which the Trustee may invest, which are the Fund for
Pooling Equity Investments of Employee Trusts (Pooled
Equity Fund), the Fund for Pooling Debt Investments of
Employee Trusts (Pooled Debt Fund) and the Pooled
Income Fund for Employee Trusts (Pooled Income Fund).
Hour of Service: each hour of service for which an Employee is
paid or entitled to payment for the performance of duties
for the Employer.
Net Earnings: the net income or profits of the Employer for each
Plan Year as determined by the Employer upon the basis of
its books of account in accordance with generally accepted
accounting principles, but without any deduction for taxes
based on income, or for contributions made by the Employer
under the Plan or any other employee benefit plan or
employee welfare plan maintained by the Employer.
Normal Retirement Age: the age specified by the Employer in the
Adoption Agreement, but in no event a date later than the
65th birthday of a Participant.
Nonowner Partner: a person who is a partner, but not an Owner-
Employee, in the partnership Employer.
Owner-Employee: any individual who, in the event the employer is
a partnership, owns more than 10% of either the capital
interest or the profits interest in the business of such
partnership, and, in the event the Employer is a sole
proprietorship, is the proprietor.
Participant: any Employee who is eligible to participate and is
participating in the Plan of the Employer.
Permanent and Total Disability: the apparently permanent
inability of a Participant to continue performance of his
theretofore regular duties in a reasonably efficient manner
due to physical or mental incapacity that has lasted or can
be expected to last for a continuous period of not less than
12 months, as determined by the Plan Administrator.
Plan: the profit sharing plan or money purchase pension plan
established by an Employer in the form of the Plan and Trust
including an Adoption Agreement.
Plan Administrator: the individual designated by the Employer in
its Adoption Agreement (and, if none is designated, then the
Employer) who will be charged with the general
administration of the Employer's Plan.
Plan Year: each consecutive twelve-month period ending on the
date designated by the Employer in its Adoption Agreement,
unless it is the first year of the Plan or there is a change
in the Plan Year.
Self-Employed Individual: an individual who has Earned Income
for the taxable year from the trade or business for which
the Plan is established; also, an individual who would have
had Earned Income but for the fact that the trade or
business had no Net Earnings for the taxable year.
Plan Trust: the trust fund held and administered under the
Employer's Plan, consisting of contributions thereto and
income therefrom and increments thereon.
Trustee: UMB, or any successor association or corporation
thereto and any successor Trustee appointed according to the
Plan, which acts as Trustee of the Plan Trust.
UMB: UMB Bank, n.a.
Valuation Date: the last business day of the Plan Year and such
other days specified by an Employer in its Adoption
Agreement.
Year of Service: (a) for purposes of determining eligibility
under the Plan each consecutive twelve-month period
commencing on the date of employment during which period an
Employee has completed one thousand or more Hours of
Service; and (b) for purposes of determining vesting under
the Plan, each consecutive twelve-month period of employment
with the Employer during which an Employee has completed one
thousand or more Hours of Service.
ADOPTION OF A PLAN
An Employer may adopt a Plan and establish a Trust, subject to
acceptance by UMB, by completing and duly executing an Adoption
Agreement. The Employer must indicate in the Adoption Agreement
whether the Plan is a new Plan or an amendment and continuation
of another retirement plan. If the latter, the amendment and
continuation must be permitted by the terms and conditions of
such other plan, and all assets of that plan must be transferred
to UMB, as Trustee of the Plan. Generally, where the predecessor
plan was a qualified plan, appointment of UMB as successor
Trustee will not have adverse tax consequences to the Employer or
to any Participant.
The Plan provides for election by the Employer concerning the
following details of participation, which may differ as between
different Employers, and which are stated in the Adoption
Agreement: (1) the Effective Date of the Plan; (2) the number of
months of service required of Employees to be eligible for
participation; (3) the vesting schedule for Employer
contributions; (4) the amount to be contributed by the Employer
on behalf of each Participant, which cannot exceed certain
limitations, described below under "Contributions"; (5) whether
the Plan is to be a Pension or Profit Sharing Plan; (6) whether
participant loans, life insurance, salary deferral contributions
and voluntary contributions are authorized; and (7) the
allocation of Employer contributions. The Employer is free to
amend the Plan to change one or more of such elections although
amendments are subject to the general restrictions on amendments
of the Plan by an Employer. SEE AMENDMENT AND TERMINATION.
UMB AS TRUSTEE OF THE DEFINED CONTRIBUTION PLAN AND TRUST
The Plan gives UMB, as Trustee of the Trust established
thereunder, broad powers with respect to the management and
disposition of Trust assets. These powers, as more fully set
forth in Article 11 of the Plan, include the right to invest and
reinvest the assets of the Trust in evidences of indebtedness,
evidences of ownership, securities and other personal property
and real property as the Trustee shall in its absolute discretion
select; purchase life insurance and annuity contracts when
directed to do so by the Plan Administrator; to maintain a
portion of the assets of the Trust in cash and unproductive of
income as it may deem advisable or expedient; to sell, assign,
exchange, convey or otherwise transfer, lease, mortgage,
encumber, improve, abandon, alter or raze any part or all of the
securities or other property of the Trust upon such terms and
conditions as in its sole discretion it shall deem to be in the
best interest of the Trust; to exercise all the rights with
respect to any certificates of stock or other securities held by
it as assets of the Trust, including the right to vote all
certificates of stock; to sue or defend any suit or legal
proceeding by or against the Trust; to acquire and hold any
securities or other property of the Trust without disclosing its
fiduciary capacity; to employ attorneys, accountants and others,
as it may deem advisable in the best interests of the Trust, and
to pay their reasonable expenses and compensation out of the
Trust; to execute and deliver, as Trustee, any and all
instruments in writing necessary or proper for the effective
exercise of any of the Trustee's powers; to borrow money from
others and to advance its own funds to the Trust upon such terms
it deems to be in the best interests of the Trust; to determine
what is principal and what is income of the Trust and to allocate
gains and losses between principal and income; to sell options to
purchase the securities held in the Trust; and to perform any and
all other acts in its judgment necessary or appropriate for the
proper and advantageous management, investment and distribution
of the Trust.
PLAN ADMINISTRATOR
ERISA provides that administrators and trustees of certain
retirement plans and trusts are subject to certain fiduciary
standards in addition to any standard imposed by instruments
establishing a plan or trust. In the case of a Plan under the
Plan and Trust, the Plan Administrator will be the Employer for
all purposes of ERISA and the Code unless another person is so
designated in the Adoption Agreement. ERISA prohibits the Plan
Administrators, Employers, Trustees and certain related persons
from engaging in certain transactions with the assets of a
retirement trust, including, generally, the sale, exchange, lease
or loan of property, the furnishing of goods, services or
facilities, or the transfer of assets of the trust, to or by such
persons. ERISA imposes excise taxes on employers, trustees and
other disqualified persons who engage in prohibited transactions
with a plan. ERISA also imposes civil liabilities on trustees,
administrators and other fiduciaries for violations of the Act's
standards and requires the Plan Administrator to make detailed
disclosures and reports regarding a plan or trust and its
administration.
UMB will assist Employers and the Plan Administrators in meeting
their reporting and disclosure requirements under ERISA by
preparing and distributing annually to Participants after the
close of the Funds' fiscal year a revised edition of the
Prospectus and its accompanying financial statements, and a
statement of transactions for each Participant's Account. UMB
will also provide such Employers and Plan Administrators with
such information regarding the Funds and the Plan as is necessary
to enable such persons to meet their statutory responsibilities.
However, Employers adopting the Plan should seek the advice of
counsel regarding the reporting requirements and other
responsibilities and duties to which they may be subject under
ERISA.
PARTICIPATION IN THE PLAN
The Plan provides that, subject to certain limitations, each
Employee will be eligible to participate in the Plan as of his
Entry Date. An Employee becomes eligible to participate, if he
is then employed, either on the date the Plan becomes effective,
if the Employee has then satisfied the eligibility requirements
of the Plan, or the first Entry Date thereafter on which the
Employee meets the eligibility requirements of the Plan. If the
Employee has a Break in Service before he satisfies the period of
employment required by the Plan, months of service before the
Break in Service will be disregarded for purposes of determining
eligibility during a period of subsequent employment.
CONTRIBUTIONS
Employer Contributions. If the Employer establishes a money
purchase pension plan, the Employer is required to make
contributions on behalf of each Participant, in an amount equal
to the percentage of the Participant's Compensation specified in
the Adoption Agreement, which may not exceed 25% of total
Compensation.
If the Employer adopts a Profit Sharing Plan, contributions may
be made by the Employer on behalf of any Participant in a taxable
year of the Employer regardless of whether the Employer has
current or accumulated earnings or profits. The Employer's
contribution is determined in accordance with the Employer
Contribution Formula in the Adoption Agreement executed by the
Employer which may not exceed 15% of total Compensation.
An Employer may adopt more than one Plan, but under no
circumstances may the total amount allocated to any one
Participant exceed 25% of the Participant's Compensation from the
Employer or $30,000, whichever is less.
Employee Nondeductible Voluntary Contributions. If the Employer
so elects, each Participant may contribute to the Plan for his
own Account, but only through his Employer up to an amount, when
added to the allocation otherwise made on behalf of the
participant, that does not exceed 25% of the participant's
compensation or $30,000, whichever is less. Earnings on
voluntary contributions are exempt from federal income tax while
held in the Trust. If the Employer elects in its Adoption
Agreement, voluntary contributions may be withdrawn as of the
last business day of any quarter, after all adjustments required
under the Plan have been made, by written notice to UMB, through
the Plan Administrator. Voluntary contributions are allocated to
a contributing Participant's Account as of the last day of the
quarter in which they are received by UMB.
Salary Deferral Contributions. If the Employer elects, each
Participant may reduce his compensation from the Employer in
exchange for contribution of that amount to the Plan on behalf of
the Participant. Such amounts are not included in the income of
the Participant, until received as a distribution from the Plan.
If the Employer elects, the Participant may be able to withdraw
salary deferral contributions prior to termination of employment
upon reaching age 59 or hardship.
RESTRICTIONS ON INVESTMENTS
Although UMB, as Trustee, has broad investment discretion as to
how the assets of the Funds are invested, the Plan requires UMB
not to invest or reinvest assets of the Funds in securities
issued by any Employer which has adopted the Plan. The Plan
further specifies that UMB, as Trustee, shall not engage in any
transaction of the nature described and prohibited by Section 406
of ERISA including amendments and regulations pertaining thereto.
SEE UMB AS TRUSTEE FOR THE PLAN AND TRUST AND UMB AS TRUSTEE FOR
THE FUNDS.
VESTING OF PARTICIPANT'S INTEREST
A Participant's right to contributions paid to the Trust under
the Plan will become fully vested and nonforfeitable in
accordance with the vesting schedule established by the Employer
in the Adoption Agreement. The value of a Participant's interest
in the Plan may decline due to decreases in value of the
investments held in any of the Funds in which contributions made
by or on behalf of the Participant are invested. See Market
Risks.
BENEFITS
Except for withdrawal of voluntary contributions or salary
deferral contributions (See Contributions), the methods described
under this section entitled "Benefits" are the only means by
which a Participant may redeem or receive benefits from such
Participant's Account.
Valuation of Participant's Account. The participation of a
Participant will cease on the day when his employment by the
Employer terminates. Except for Individually Directed Accounts,
the aggregate value of all Accounts of a Participant will be
determined as of the Valuation Date coincident with or next
preceding the distribution of his benefit and shall be designated
the Participant's Benefit Amount. For Individually Directed
Accounts, the aggregate value of all Accounts of the Participant
shall be determined as of the date on which the Trustee
distributed the benefits.
Retirement Benefits. A Participant's Benefit Amount will be paid
in the form of a joint and survivor annuity unless one of the
following methods of distributions is directed by the Plan
Administrator at the Participant's request in compliance with
conditions set forth in the Plan:
(1) payment in lump-sum;
(2) payment in one or more annual or more frequent
installments.
Disability Benefits. In the event the Plan Administrator
determines that a Participant has suffered Permanent and Total
Disability, the Participant will be entitled to a disability
benefit. The Participant's Benefit Amount will be distributed by
one of the methods described above under "Retirement Benefits,"
as elected by the Participant, with spousal consent (as
applicable).
Death Benefits-Beneficiaries. A Participant's Benefit Amount
will be payable in one lump-sum unless the Beneficiary, in the
Beneficiary's discretion, elects another method of distribution.
If the Participant is married, the Participant's Benefit Amount
will be in the form of a survivor annuity, unless another benefit
form has been elected pursuant to the Plan. The Plan provides
for the designation by a Participant of one or more
beneficiaries, including successive or contingent beneficiaries,
and for changes in the designation of beneficiaries from time to
time without the consent of a prior beneficiary. The interest in
the Account of a Participant given to any beneficiary ceases upon
the beneficiary's death. If the Participant dies without
designating a beneficiary or if the Participant has designated
beneficiaries, but no beneficiary is alive to receive any amount
which may become payable to the beneficiary, the interest in the
Participant's Account will be paid to the Participant's surviving
spouse, or if none, the Participant's children, or if none, the
Participant's estate.
Termination of Service. In the event a Participant's employment
with the Employer is terminated for any reason other than
retirement, death or disability, the Participant's Benefit Amount
shall be paid as follows:
(1) If the Participant's Benefit Amount does not exceed
$3,500, such Participant's Benefit Amount shall be paid
in full in a lump-sum within sixty days following the
close of the Plan Year during which a termination of
service occurred;
(2) If the Participant's Benefit Amount does exceed $3,500,
it shall be distributed by one of the methods described
above under "Retirement Benefits," as elected by the
Participant, with spousal consent (as applicable).
Special Rule. Regardless of all information stated above in this
section entitled "Benefits," the distribution of the
Participant's Benefit Amount to any Participant generally must be
commenced upon the Participant attaining the age of 70 years and
may be available upon reaching the later of age 59 or Normal
Retirement Age under the Plan.
Assignment of Benefits. The interest of a Participant in a Trust
and the right of any person to receive any payment of benefit
provided under the Plan cannot be subject to assignment or in any
manner be transferable or encumberable, either by voluntary or
involuntary actions of a Participant or other person, except for
purposes of a Qualified Domestic Relations Order.
AMENDMENT AND TERMINATION
Adoption of the Plan is completely voluntary on the part of the
Employer, and the Employer has the right at any time to amend the
Plan, to change the person designated as the Plan Administrator
and to change the elections made in the Adoption Agreement. SEE
ADOPTION OF A PLAN. The Employer may also amend the Plan in
other respects and continue the Plan as amended with another
trustee or custodian. In such event, UMB, as Trustee, will
transfer all assets held under the Plan to such other trustee or
custodian.
Subject to notice requirements that may be imposed by law, UMB
has the right to amend the Plan and Trust and, concurrently each
retirement plan and trust established in the form of the Plan and
Trust shall be automatically amended. However, no such amendment
shall become effective until a written copy of the amendment is
received by the Employer. Receipt of a written copy of an
amendment by an Employer is the only notice necessary prior to
the amendment becoming effective.
No amendment to the Plan, as described above, may be made (except
as may be required for the qualification of the Plan and the tax-
exempt status of the Trust under the Code) which will (1) give
the Employer an interest in, or ownership or control of, any part
of the Trust or the assets thereof, (2) make possible the
diversion of any part of a Trust for any purpose other than the
exclusive benefit of Participant in such Trust, (3) operate to
deprive any Participant of benefits previously vested in him or
(4) change the rights, duties or responsibilities of the Trustee
without the consent of the Trustee.
The Plan will terminate on the date (1) the Plan is terminated by
the Employer, if the Employer gives written notice of the
termination to the Trustee, (2) the Employer is judicially
declared bankrupt or a general assignment is made by the Employer
for the benefit of creditors or (3) the Employer loses its
identity by dissolution, merger, consolidation or reorganization
unless within thirty days thereafter provision in writing
consented to by the Trustee is made by the successor to the
Employer to continue the Plan and Trust. The Plan will also
terminate on the resignation or removal of the Trustee when no
successor Trustee has been appointed and accepted the appointment
within sixty days after the effective date of the resignation or
removal.
If the Plan is terminated, the Trustee will pay all taxes and
expenses thereunder, will pay unpaid installments of any benefit
payable in installments in a lump-sum in full, will assign and
deliver to Participant's life insurance contracts which have been
purchased on their lives and will then distribute the remaining
assets of the Trust, or the proceeds thereof in the event of
liquidation, to the Participants in the Plan in such proportion
as the aggregate value of each Participant's account or accounts
bears to the total value of all accounts then outstanding.
Participants maintaining Individually Directed Accounts will be
entitled to a distribution of the full value of such Individually
Directed Account minus the Participant's pro rata share of taxes
and expenses.
RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE
The Trustee may resign at any time by giving sixty days advance
written notice to the Employer. The Employer may remove the
Trustee by giving sixty days advance written notice to the
Trustee. In the event of the removal of the Trustee, the
Employer will appoint a successor trustee in writing and the
successor trustee will accept the trusteeship of the Trust in
writing.
TAXES, EXPENSES AND FEES
The Plan provides that the following will constitute charges
under the Trust and will be paid by the Trustee out of the assets
of the Trust unless otherwise paid by the Employer: (1) all
taxes imposed upon the Trust, the Trustee in its capacity as
Trustee, or upon the assets or income of the Trust; (2) all
expenses incurred by the Trustee in the performance of its duties
including attorneys' fees, accountants' fees and other expenses
incurred in connection with the Trust; and (3) fees and other
compensation of the Trustee for its services hereunder in amounts
agreed upon from time to time by the Employer and the Trustee.
Within sixty days after the close of each Plan Year, the Trustee
will render to the Employer and the Plan Administrator a written
accounting of all charges made upon the Trust during the
preceding year.
No taxes are currently imposed upon the Trust, the Trustee in its
capacity as Trustee, or upon the assets or income of the Trust.
Although the Trustee does not anticipate any taxes being imposed
upon the Trust, the assets or income of the Trust or upon itself
as Trustee, the Trustee cannot make any assurances that taxes
will not be so imposed in the future.
No specific expenses to be imposed as charges under the Trust are
currently anticipated except expenses in connection with
providing Plan Participants with annual revised editions of this
Prospectus including accompanying financial statements. Although
UMB has paid all expenses in connection with preparation of the
original Prospectus and the accompanying registration procedure,
expenses incurred in connection with annually revised editions of
the Prospectus may be allocated pro rata among the Participants'
Accounts and the Trust.
Certain fees are charged in accordance with a schedule which is
published from time to time by UMB. The schedule is available
upon request and is subject to periodic change.
All fees are subject to change. In the event the Trustee changes
any of the fees, written notice of the effective date of any
change is given to the Employer prior to the effective date of
the change. Notice of fee changes is not given directly to each
Participant.
The annual fees and specific charges are intended to cover the
normal expenses incurred by UMB with respect to management and
administration of particular Trust's or Participants' accounts.
The Plan permits UMB to charge extraordinary expenses, such as
fees of attorneys and accountants, and all taxes properly
chargeable to the Trust or Participants' accounts, to the assets
of the Trust or such Participants' accounts. Where appropriate,
expenses and taxes will be allocated among the Trust' and
Participants' accounts with respect to which the expenses and
taxes were incurred.
LITIGATION
UMB is engaged in litigation of various kinds which in its
judgment is not of material importance in relation to its total
assets. None of the litigation now in progress relates to the
Plan and Trust or the Funds.
LIMITATION OF LIABILITY OF TRUSTEE
The Plan provides that the Trustee shall not be liable for action
upon any notice, direction, certificate, or other paper or
document believed by the Trustee to be genuine and to have been
executed by a Participant, the Plan Administrator or the
Employer, or by a duly authorized person representing the
Employer. The Trustee has no duty to investigate the financial
condition of any legal reserve life insurance company licensed to
do business in the state of Missouri before purchasing any
insurance policy or annuity contract.
FEDERAL INCOME TAX CONSEQUENCES
OF
UMB DEFINED CONTRIBUTION PLAN AND TRUST
A principal motive for the establishment of a retirement plan and
trust is the favorable tax consequence which may be obtained
thereby. UMB has received a favorable opinion from the Internal
Revenue Service for the Plan and Trust, as amended, identified by
IRS Serial Nos. C221418a, C221419a, C221420a, C221421a, C321422a,
C321423a, C321424a and C321425a. A Plan duly adopted by an
Employer in the form of the Plan and Trust will be in a form so
as to be eligible to qualify under Section 401 of the Code so
long as the Employer observes the provisions and eligibility
requirements thereof.
The following is a brief and necessarily incomplete description
of the more important tax consequences of the Plan and Trust:
(1) An Employer in computing its adjusted gross income for
federal income tax purposes may deduct the full amount
of its contributions to the Plan, within the
contribution limits of the Plan and the Internal
Revenue Code, on behalf of Participants who are common-
law Employees, and such contributions will not be
includable in the gross income of such Employees.
Contributions on behalf of Participants who are self-
employed persons will be includable in gross income,
but a Participant, in computing adjusted gross income,
may deduct the Employer's contribution to the Plan on
his behalf up to the lesser of $30,000 or the amount
determined by applying the percentage contribution
limitations prescribed in the Plan and the Internal
Revenue Code. Generally, benefit payments from the
assets of the Trust are subject to income taxation at
the date of distribution. However, benefit payments
representing amounts contributed by a Participant as a
Nondeductible Voluntary Contribution on his own behalf,
or Employer contributions previously taxed to him, are
not taxable income.
(2) The income earned by a Trust prior to distribution from
the Trust is exempt from income tax. Unrelated
business income of a Trust, if any, would be subject to
tax. UMB does not intend to make an investment which
would cause a Trust to incur any unrelated business
income tax.
(3) The transfer by a Participant of all or a portion of
his Account from one Fund to another Fund or to another
available investment medium should not subject a
Participant to federal income tax.
(4) Lump-sum distributions under the Plan are includable in
gross income of the recipient as ordinary income unless
made on account of the Participant's (i) death or (ii)
separation from service in the case of a common-law
employee, (iii) after the Participant's attainment of
age 59 , or (iv) disability in the case of a self-
employed person. In such cases, if the Participant was
born before January 1, 1936, the portion of the lump-
sum distribution deemed attributable to participation
in the Plan prior to 1974 may be entitled to long-term
capital gain treatment. The balance of a lump-sum
distribution made on account of the above circumstances
is taxable as ordinary income, but may be eligible at
the election of the recipient for a special income
averaging treatment known as "Five-Year Averaging" (or
"Ten-Year Averaging" in the case of a Participant born
before January 1, 1936) in the case of the
Participant's death or if the Participant participated
in the Plan for at least five taxable years prior to
the year of distribution. Eligibility for and the
computation of the tax under the Five-Year or Ten-Year
Averaging treatment is complex but, if applicable, may
result in a lower tax. A recipient of a lump-sum
distribution should consult with a tax advisor with
reference to making an election and computation of the
tax.
(5) Generally, distributions under the Plan (other than
certain periodic distributions, distributions required
to be made after a Participant reaches age 70 ,
distributions to correct violations of the
nondiscrimination rules of the Code, and certain deemed
distributions) may be transferred without current
income tax liability to an Individual Retirement
Account (IRA) or another qualified retirement plan. A
20% withholding tax will apply to any eligible rollover
distribution unless the Trustee transfers such
distribution directly to an IRA or another qualified
retirement plan. If the Trustee distributes the
eligible rollover distribution to the recipient, the
Trustee must withhold 20% of the distribution, but the
distribution will still qualify for current income tax
deferral if the recipient transfers the entire amount
of the distribution plus the amount withheld to an IRA
or another qualified retirement plan within 60 days
after receipt. The recipient may then claim the amount
withheld as a credit on the recipient's federal income
tax return.
(6) Distributions of benefits as installment payments are
generally subject to income tax under the rules
applying to annuities. The Participant has as his cost
basis an amount equal to the total amount of his
Nondeductible Voluntary Contributions. The cost is
spread over the period during which distributions are
to be made, and payments received annually in excess of
the allowable cost are taxed as ordinary income.
(7) Distributions received by a Participant prior to age
59 or death or disability may be subject to an excise
tax of 10% of the amount of the distribution included
in income.
OTHER TAX CONSEQUENCES
PENALTY TAXES
Excise taxes levied as a penalty under ERISA include a 5%
cumulative excise tax which is levied against the Employer on any
required contributions which the Employer failed to make where
the Employer had adopted a pension plan. Unless the default is
cured within ninety days of the mailing of a deficiency notice, a
further penalty of 100% of the deficiency will be assessed.
State Tax Consequences
State tax consequences vary and may provide different tax
treatment for contributions and benefits from that under federal
law.
REPORTS
Within sixty days after the close of each Plan Year the Trustee
shall send to the Employer and to the Plan Administrator a
written accounting of its administration of the Trust for such
Plan year.
LEGAL MATTERS
The legality of the Units offered hereby will be passed upon for
UMB by Watson & Marshall L.C. of Kansas City, Missouri. Members
in that firm hold approximately 15,925 shares of UMB Financial
Corporation common stock, of which UMB is a wholly owned
subsidiary. In addition, UMB or its affiliates may grant loans
to members and employees of Watson & Marshall L.C., their related
interest and their immediate family members in the ordinary
course of business on substantially the same terms, including
interest rates and collateral, as those rates prevailing at the
time for comparable transactions with other persons which, in the
opinion of UMB's management, did not involve more than the normal
risk of collectibility or present other unfavorable features.
ADDITIONAL INFORMATION
UMB, as Trustee, has filed with the Securities Exchange
Commission (the "SEC") a Registration Statement on Form S-1
(together with any amendments thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Units of Participation in
the Funds. This Prospectus does not contain all the information
set forth in the Registration Statement and the exhibits thereto,
certain portions of which have been omitted as permitted by the
rules and regulations of the SEC. This material can be inspected
and copied at the public reference facilities maintained by the
SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549, and at the SEC's Regional Offices in Chicago (Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511) and in New York (7 World Trade Center, Suite
1300, New York, New York 10048) and copies of such material can
be obtained by mail from the Public Reference Section of the SEC,
Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates. For further information,
reference is made to the Registration Statement and the exhibits
filed therewith. Statements contained in this Prospectus
relating to the contents of any documents referred to herein are
not necessarily complete, and in each instance reference is made
to the copy of such document filed as an exhibit to the
Registration Statement, such statement being qualified in all
respects by such reference.
The Funds and UMB Financial Corporation, the parent of UMB, are
subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, file reports and other information with the
SEC. This material can be inspected and copied at the public
reference facilities maintained by the SEC at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's
Regional Offices in Chicago (Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511) and in New
York (7 World Trade Center, Suite 1300, New York, New York
10048) and copies of such material can be obtained by mail from
the Public Reference Section of the SEC, Judiciary Plaza, 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at
prescribed rates. UMB Financial Corporation common stock is
quoted on the NASDAQ-National Market System and reports and other
information concerning UMB Financial Corporation are filed
therewith.
RECOMMENDATION TO CONSULT ADVISORS
UMB recommends that each Employer consult with its attorneys,
accountants and other appropriate professional advisors regarding
the advisability of adopting the Plan and Trust, keeping in mind
the legal, tax and financial results to be anticipated. UMB is
unable to and does not undertake to render advice concerning such
matters.
<PAGE>
FINANCIAL STATEMENTS
TABLE OF CONTENTS
UMB Bank, N.A. Defined Contribution
Plan and Trust
Index to Financial Statements in Form 10-K
Page
Report of Independent Auditors F-2
Fund for Pooling Equity Investments of Employee Trusts
Financial Statements:
Statements of Assets and Liabilities, October 31
1995 and 1994 F-3
Statements of Investments Held, October 31,
1995 and 1994 F-4
Statements of Operations, three years ended
October 31, 1995 F-15
Statements of Participants' Interest, three
years ended October 31, 1995 F-16
Fund for Pooling Debt Investments of Employee Trusts:
Financial Statements:
Statements of Assets and Liabilities, October 31,
1995 and 1994 F-17
Statements of Investments Held, October 31,
1995 and 1994 F-18
Statements of Operations, three years ended
October 31, 1995 F-29
Statements of Participants' Interest, three
years ended October 31, 1995 F-30
Pooled Income Fund for Employee Trusts:
Financial Statements:
Statements of Assets and Liabilities, October 31,
1995 and 1994 F-31
Statements of Investments Held, October 31,
1995 and 1994 F-32
Statements of Operations, three years ended
October 31, 1995 F-35
Statements of Participants' Interest, three
years ended October 31, 1995 F-36
Notes to Financial Statements for the three years ended
October 31, 1995 F-37
<PAGE>
Report of Independent Auditors
Board of Directors
UMB Bank, N.A.
We have audited the accompanying statements of assets and
liabilities and statements of investments held of the Fund for
Pooling Equity Investments of Employee Trusts, the Fund for
Pooling Debt Investments of Employee Trusts and the Pooled Income
Fund for Employee Trusts of UMB Bank, N.A. as of October 31, 1995
and 1994, and the related statements of operations and
participants interest for each of the three years in the period
ended October 31, 1995. These financial statements are the
responsibility of the Funds management. Our responsibility is
to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of the Fund for Pooling Equity Investments of Employee Trusts,
the Fund for Pooling Debt Investments of Employee Trusts and the
Pooled Income Fund for Employee Trusts of UMB Bank, N.A. at
October 31, 1995 and 1994, and the results of their operations
and changes in their participants interest for each of the three
years in the period ended October 31, 1995, in conformity with
generally accepted accounting principles.
Ernst & Young LLP
Kansas City, Missouri
December 8, 1995
<PAGE>
<TABLE>
UMB Bank, N.A.
Fund for Pooling Equity Investments of Employee Trusts
Statements of Assets and Liabilities
<CAPTION>
October 31,
1994 1995
Cost Market Cost Market
<S> <C> <C> <C> <C>
Assets
Investments:
Common Stocks $133,237,643 $171,192,727 $162,051,285 $192,164,903
Commercial Paper 57,583,776 57,583,776 66,013,975 66,013,975
Short-Term Money Market 2,765,477 2,765,477 4,140,195 4,140,195
Fund ____________ ____________ ____________ ____________
$193,586,896 231,541,980 $232,205,455 262,319,073
============ ============ ============ ============
Interest and dividends 542,286 588,697
receivable
Receivable for securities
sold ----- 163,522
___________ ____________
232,084,266 263,071,292
Liabilities
Audit fee payable 10,428 11,187
Payable for securities
purchased ---- 508,397
_____________ ____________
Participants' interest,
equivalent to
$56.37 per unit on
4,117,128 units
outstanding in 1994
$56.32 per unit on
4,082,250 units
outstanding in 1995 $232,073,838 262,551,708
============ ============
See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
UMB Bank, N.A.
Fund for Pooling Equity Investments of Employee Trusts
Statements of Investments Held
October 31 October 31
1994 1995
Number Number
of Cost Market of Cost Market
Shares Shares
<S> <C> <C> <C> <C> <C> <C>
Common Stocks - 1994,
73.9%; 1995, 73.2%:
Consumer Nondurables -
1994, 13.6%; 1995, 8.9%:
Beverages
Anheuser-Busch
Companies, Inc. 48,000 $ 2,434,943 $ 2,436,000 22,000 $ 1,011,042 $ 1,452,000
PepsiCo, Inc. 61,000 1,993,198 2,135,000 --- --- ---
____________ ____________ ____________ ____________
Total Beverages $ 4,428,141 $ 4,571,000 1,011,042 1,452,000
____________ ____________ ____________ ____________
Food:
Archer Daniels Midland
Co. 82,287 380,066 2,355,465 68,250 187,015 1,092,000
Bob Evans Farms, Inc. 82,000 1,444,625 1,670,750 157,800 2,987,675 2,840,400
Bordon, Inc. 129,000 2,929,785 1,741,500 --- --- ---
Brinker International --- --- --- 165,000 2,893,375 2,000,625
Heinz (H.J.) Co. 36,200 1,278,110 1,339,400 20,000 702,200 930,000
Pioneer Hi-Bred
International, Inc. 60,000 587,375 2,010,000 20,000 174,667 992,500
____________ ____________ ____________ ____________
Total Food 6,619,961 9,117,115 6,944,932 7,855,525
____________ ____________ ____________ ____________
Health Care:
American Home Products
Corp. 31,000 1,075,496 1,968,500 12,000 177,069 1,063,500
Bard (C.R.), Inc. 90,000 2,263,326 2,205,000 100,000 2,527,246 2,825,000
Baxter International,
Bard (C.R.) Inc. 90,000 2,008,410 2,340,000 26,000 384,678 1,004,250
Bristol Myers Squibb Co. 43,000 1,551,049 2,510,125 48,000 1,862,024 3,660,000
Community Psychiatric
Center --- --- --- 173,000 1,803,525 1,881,375
Merck and Co., Inc. 72,000 618,891 2,565,000 16,900 36,531 971,750
Pfizer, Inc. 28,000 186,808 2,075,500 --- --- ---
____________ ____________ ____________ ____________
Total Health Care 7,703,980 13,664,125 6,791,073 11,405,875
____________ ____________ ____________ ____________
Household Products:
Clorox Co. 18,000 812,408 972,000 --- --- ---
Proctor & Gamble Co. 22,176 500,460 1,394,316 --- --- ---
Rubbermaid Inc. 26,000 819,842 715,000 61,500 1,766,804 1,606,688
____________ ____________ ____________ ____________
Total Household Products 2,132,710 3,081,316 1,766,804 1,606,688
____________ ____________ ____________ ____________
Photography:
Eastman Kodak Co. 24,000 580,232 1,155,000 16,000 331,686 1,002,000
____________ ____________ ____________
Total Consumer Nondurables $ 21,465,024 $ 31,588,556 $ 16,845,537 $ 23,322,088
============ ============ ============ ============
Services - 1994, 9.0%;
1995, 11.4%:
Media:
Donnelly RR & Sons Co. 77,000 $ 2,147,162 $ 2,406,250 - $ - $ -
Dun and Bradsteet
Companies, Inc. 39,000 1,948,185 2,286,375 53,000 2,689,275 3,166,750
Gannett Co., Inc. 52,000 1,505,626 2,496,000 52,000 1,505,626 2,827,500
____________ ____________ ____________ ____________
Total Media 5,600,973 7,188,625 4,194,901 5,994,250
____________ ____________ ____________ ____________
Retail:
American Greetings Corp. - - - 121,000 3,573,439 3,811,500
Block (H&R), Inc. 18,000 585,465 798,750 14,300 520,878 589,875
Dillard Department
Stores, Inc. 93,000 3,141,299 2,464,500 120,000 3,831,368 3,255,000
Limited, Inc. 118,000 2,487,150 2,183,000 118,000 2,487,150 2,183,000
Mercantile Stores Co.,
Inc. 30,000 1,016,665 1,365,000 30,000 1,016,665 1,346,250
Rite-Aid Corp. 96,300 1,608,156 2,311,200 - - -
Sear Roebuck and Co. 35,000 1,136,566 1,732,500 26,900 467,127 914,600
Services Corp.
International 42,000 621,575 1,118,250 - - -
TJX Companies, Inc. - - - 329,000 4,407,311 4,441,500
Toys 'R' Us, Inc. 30,000 903,350 1,158,750 126,000 3,312,723 2,756,250
____________ ____________ ____________ ____________
Total Retail 11,500,226 13,131,950 19,616,661 19,297,975
____________ ____________ ____________ ____________
Textile and Apparel:
Bassett Furniture
Industries - - - 114,500 2,803,761 2,304,312
Brown Group, Inc. - - - 81,000 2,264,675 1,113,750
Stride Rite Corp. 37,000 854,663 513,375 118,000 1,749,713 1,327,500
____________ ____________ ____________ ____________
Total Textile and Apparel 854,663 513,375 6,818,149 4,745,562
____________ ____________ ____________ ____________
Total Services $ 17,955,862 $ 20,833,950 $ 30,629,711 $ 30,037,787
============ ============ ============ ============
Consumer Durables - 1994,
3.1%; 1995, 2.4%:
Automotive:
General Motors Corp. 5,000 $ 157,125 $ 197,500 5,000 $ 157,125 $ 218,750
Genuine Parts Co. 72,000 1,728,760 2,601,000 72,000 1,728,760 2,853,000
____________ ____________ ____________ ____________
Total Automotive 1,885,885 2,798,500 1,885,885 3,071,750
____________ ____________ ____________ ____________
Building:
Black & Decker Corp. 82,000 $ 1,386,180 $ 2,060,250 - $ - $ -
Masco Corp. 102,000 2,591,502 2,422,500 113,000 2,843,327 3,178,125
____________ ____________ ____________ ____________
Total Building 3,977,682 4,482,750 2,843,327 3,178,125
____________ ____________ ____________ ____________
Total Consumer Durables $ 5,863,567 $ 7,281,250 $ 4,729,212 $ 6,249,875
============ ============ ============ ============
Capital Goods - 1994,
13.8%; 1994, 15.6%:
Aerospace:
Boeing Co. 35,000 $ 1,246,510 $ 1,535,625 - $ - $ -
Electrical Equipment:
Emerson Electric Co. 30,000 892,425 1,822,500 - - -
General Electric Co. 32,000 97,903 1,564,000 32,000 97,903 2,024,000
____________ ____________ ____________ ____________
Total Electrical
Equipment 990,328 3,386,500 97,903 2,024,000
____________ ____________ ____________ ____________
Electronics:
DOVatron International,
Inc. 3,000 30,717 81,000 - - -
Harris Computer Systems
Corp. 900 26,172 12,600 - - -
Harris Corp. 18,000 492,018 771,750 - - -
Hewlett-Packard Co. 7,900 79,410 773,212 - - -
Perkin Elmer Corp. 72,000 2,295,526 2,124,000 100,000 3,021,545 3,512,500
Tandem Computers, Inc. 52,000 578,734 923,000 220,000 2,840,384 2,475,000
____________ ____________ ____________ ____________
Total Electronics 3,502,577 4,685,562 5,861,929 5,987,500
____________ ____________ ____________ ____________
Machinery:
Cooper Industries, Inc. 48,000 2,284,506 1,794,000 48,000 2,284,506 1,620,000
Deere & Co. 8,000 208,955 573,000 - - -
Dover Corp. 12,000 213,286 666,000 - - -
Gardner Denver
Machinery, Inc. 1,920 22,342 20,160 - - -
Giddings & Lewis - - - 181,000 2,947,805 2,918,625
Illinois Tool Works,
Inc. 16,000 284,675 720,000 - - -
Snap On, Inc. 63,000 2,180,534 2,000,250 81,000 2,756,664 3,432,375
____________ ____________ ____________ ____________
Total Machinery 5,194,298 5,773,410 7,988,975 7,971,000
____________ ____________ ____________ ____________
Office Equipment:
Automatic Data
Processing, Inc. 15,000 $ 367,463 $ 875,625 - $ - $ -
Digital Equipment Corp. 20,300 1,153,854 621,687 20,300 1,153,853 1,096,200
International Business
Machines Corp. 33,300 2,271,201 2,480,850 17,000 614,648 1,653,250
Novell, Inc. 144,000 3,114,000 2,664,000 250,200 4,628,700 4,128,300
Telxon Corp. 50,000 796,350 650,000 - - -
Xerox Corp. 5,000 270,446 512,500 - - -
____________ ____________ ____________ ____________
Total Office Equipment 7,973,314 7,804,662 6,397,201 6,877,750
____________ ____________ ____________ ____________
Miscellaneous:
Browning-Ferris
Industries, Inc. 38,000 357,155 1,206,500 - - -
Calgon Carbon Corp. 200,000 2,947,180 2,250,000 297,200 4,057,752 3,380,650
Chemical Waste
Management, Inc. 117,000 1,694,130 1,111,500 - - -
Fluor Corp. 21,000 862,050 1,039,500 10,000 410,500 565,000
Grainger, WW, Inc. - - - 47,000 2,620,017 2,937,500
Hillenbrand Industry,
Inc. - - - 128,000 3,825,797 4,064,000
Indresco, Inc. - - - 216,000 2,604,338 3,699,000
Morrison Knudson Corp. 49,000 1,009,955 765,625 - - -
WMX Technologies, Inc. 83,000 2,120,150 2,438,125 122,000 3,289,825 3,431,250
____________ ____________ ____________ ____________
Total Miscellaneous 8,990,620 8,811,250 16,808,229 18,077,400
____________ ____________ ____________ ____________
Total Capital Goods $ 27,897,647 $ 31,997,009 $ 37,154,237 $ 40,937,650
============ ============ ============ ============
Basic Materials - 1994,
15.4%; 1995, 13.2%:
Chemicals:
Air Products & 22,000 $ 578,535 $ 1,050,500 22,000 $ 578,535 $ 1,135,750 Chemicals, Inc.
Avery Dennison Corp. 24,000 595,170 807,000 - - -
DuPont, (E.I.) De
Nemours & Co., Inc. 18,000 355,814 1,073,250 - - -
Mallinckrodt Group, Inc. 45,000 1,313,445 1,366,875 87,000 2,557,457 3,023,250
Monsanto Company 15,000 450,512 1,141,875 - - -
Nalco Chemical Co. 68,000 1,374,941 2,193,000 107,000 2,691,594 3,210,000
____________ ____________ ____________ ____________
Total Chemicals 4,668,417 7,632,500 5,827,586 7,369,000
____________ ____________ ____________ ____________
Metal & Mining:
Aluminum Co. of America 6,000 $ 225,187 $ 511,500 - $ - $ -
Brush Wellman, Inc. 82,000 1,119,804 1,373,500 67,000 887,765 1,122,250
Carpenter Technology
Corp. 17,000 672,088 960,500 - - -
Cyprus Amax Minerals Co. 39,000 879,165 1,038,375 128,000 3,138,157 3,344,000
____________ ____________ ____________ ____________
Total Metal & Mining 2,896,244 3,883,875 4,025,922 4,466,250
____________ ____________ ____________ ____________
Paper & Forestry
Products:
International Paper Co. 11,000 284,749 819,500 - - -
Union Camp Corp. 25,000 1,080,990 1,187,500 25,000 1,080,990 1,271,875
Weyerhaeuser Co. 55,000 1,540,607 2,165,625 59,000 1,690,886 2,603,375
____________ ____________ ____________ ____________
Total Paper & Forestry
Products 2,906,346 4,172,625 2,771,876 3,875,250
____________ ____________ ____________ ____________
Petroleum:
Amoco Corp. 20,000 355,455 1,267,500 20,000 355,455 1,277,500
Atlantic Richfield Co. 25,000 2,683,625 2,709,375 25,000 2,683,625 2,668,750
Baker Hughes, Inc. - - - 90,000 1,827,000 1,766,250
Dresser Industries, Inc. 126,000 2,445,584 2,677,500 126,000 2,445,584 2,630,250
Exxon Corp. 22,000 144,215 1,383,250 - - -
Halliburton Co. 20,000 654,064 740,000 20,000 654,064 830,000
Kerr-McGee Corp. 54,000 2,271,903 2,652,750 54,000 2,271,903 2,976,750
Mobil Corp. 13,000 146,120 1,118,000 - - -
Phillips Petroleum Co. 35,200 596,545 1,298,000 35,200 596,545 1,135,200
Schlumberger Ltd. 42,500 2,320,180 2,502,187 24,000 1,212,270 1,494,000
Shell Transportation &
Trading Co. 12,000 407,062 856,500 - - -
Texaco, Inc. - - - 22,000 1,337,235 1,498,750
USX Marathon Group 147,000 2,579,469 2,774,625 156,000 2,729,634 2,769,000
____________ ____________ ____________ ____________
Total Petroleum 14,604,222 19,979,687 16,113,315 19,046,450
____________ ____________ ____________ ____________
Total Basic Materials $ 25,075,229 $ 35,668,687 $ 28,738,699 $ 34,756,950
============ ============ ============ ============
Transportation - 1994,
2.8%; 1995, 2.5%:
Railroads:
Norfolk Southern Corp. 22,600 $ 523,646 $ 1,423,800 22,600 $ 523,646 $ 1,745,850
Union Pacific Corp. 38,000 1,493,471 1,857,250 26,000 785,751 1,699,750
____________ ____________ ____________ ____________
Total Railroads 2,017,117 3,281,050 1,309,397 3,445,600
____________ ____________ ____________ ____________
Trucking:
Consolidated
Freightways, Inc. 42,000 537,700 939,750 - - -
Roadway Services, Inc. 10,000 260,163 572,500 56,000 2,519,513 2,506,000
Yellow Corp. 84,000 1,962,795 1,638,000 50,000 1,161,609 656,250
____________ ____________ ____________ ____________
Total Trucking 2,760,658 3,150,250 3,681,122 3,162,250
____________ ____________ ____________ ____________
Total Transportation $ 4,777,775 $ 6,431,300 $ 4,990,519 $ 6,607,850
============ ============ ============ ============
Multibusiness - 1994, 0.6%;
1995, 0.8%:
Minnesota Mining &
Manufacturing Co. 14,000 $ 176,011 $ 775,250 14,000 $ 176,012 $ 796,250
TRW, Inc. 7,000 324,985 498,750 20,000 1,154,450 1,315,000
____________ ____________ ____________ ____________
Total Multibusiness $ 500,996 $ 1,274,000 $ 1,330,462 $ 2,111,250
============ ============ ============ ============
Utilities - 1994, 10.5%;
1995, 14.0%:
Communication:
American Telephone &
Telegraph Co. 15,500 $ 508,178 $ 852,500 60,000 $ 2,782,585 $ 3,840,000
Bell Atlantic Corp. 42,000 1,469,413 2,199,750 53,000 2,011,824 3,365,500
BellSouth Corp. 18,000 565,507 958,500 - - -
Comsat Corp. - - - 155,500 3,043,315 3,090,562
Southwestern Bell Corp. 26,000 382,095 1,088,750 - - -
Sprint Corp. 41,000 1,009,445 1,347,875 64,000 1,623,200 2,464,000
US West, Inc. 62,000 2,499,011 2,332,750 72,000 2,862,111 3,447,000
____________ ____________ ____________ ____________
Total Communication 6,433,649 8,780,125 12,323,035 16,207,062
____________ ____________ ____________ ____________
Electric:
Dominion Resources, Inc. 53,200 $ 2,207,204 $ 1,975,050 75,500 $ 3,019,511 $ 3,001,125
Energy Corp. 88,000 2,171,275 2,057,000 118,000 2,840,275 3,363,000
FPL Group, Inc. 67,000 1,992,922 2,219,375 - - -
Florida Progress Corp. 76,000 2,234,425 2,223,000 76,000 2,234,425 2,517,500
Scana Corp. 32,500 759,560 1,401,562 99,200 1,763,135 2,517,200
Texas Utilities Co. 20,550 705,417 670,444 41,000 1,353,375 1,506,750
Union Electric Co. 12,500 342,875 448,438 12,500 342,875 487,500
____________ ____________ ____________ ____________
Total Electric 10,413,678 10,994,869 11,553,596 13,393,075
____________ ____________ ____________ ____________
Natural Gas:
Mapco, Inc. 38,000 1,712,379 2,075,750 72,000 3,451,979 3,708,000
Panhandle Eastern Corp. 84,500 1,576,257 1,985,750 132,000 2,522,725 3,333,000
____________ ____________ ____________ ____________
Total Natural Gas 3,288,636 4,061,500 5,974,704 7,041,000
____________ ____________ ____________ ____________
Miscellaneous:
Wisconsin Energy Corp. 15,000 276,450 397,500 - - -
____________ ____________ ____________ ____________
Total Utilities $ 20,412,413 $ 24,233,994 $ 29,851,335 $ 36,641,137
============ ============ ============ ============
Finance - 1994, 5.1%; 1995,
4.4%:
Banks:
NBD Bancorp, Inc. 52,000 $ 1,581,690 $ 1,599,000 48,600 $ 1,471,870 $ 1,846,800
Wachovia Corp. 40,000 175,038 1,340,000 10,000 37,350 441,250
____________ ____________ ____________ ____________
Total Banks 1,756,728 2,939,000 1,509,220 2,288,050
____________ ____________ ____________ ____________
Finance Companies: ____________ ___________ ____________ ____________
Dean Witter, Discover &
Co. 13,660 408,584 527,618 - - -
____________ ___________ ____________ ____________
Insurance:
Allstate Corp. - - - 32,446 524,968 1,192,391
American International
Group, Inc. 10,500 547,710 983,063 - - -
AON Corp. 76,000 2,434,713 2,365,500 83,000 2,644,327 3,413,375
Cigna Corp. 13,000 589,909 856,375 - - -
Liberty Corp. 85,000 2,201,586 2,241,875 89,000 2,291,820 2,981,500
____________ ____________ ____________ ____________
Total Insurance 5,773,918 6,446,813 5,461,115 7,587,266
____________ ____________ ____________ ____________
Miscellaneous:
American Express Co. 58,000 $ 1,191,287 $ 1,790,750 40,000 $ 811,238 $ 1,625,000
Lehman Brothers
Holdings, Inc. 11,600 158,613 179,800 - - -
____________ ____________ ____________ ____________
Total Miscellaneous 1,349,900 1,970,550 811,238 1,625,000
____________ ____________ ____________ ____________
Total Finance $ 9,289,130 $ 11,883,981 $ 7,781,573 $ 11,500,316
============ ============ ============ ============
Total Common Stock $133,237,643 $171,192,727 $162,051,285 $192,164,903
============ ============ ============ ============
COMERCIAL PAPER - 1994,
24.9%; 1995, 25.2%:
American Greeting,
Discount CP, due 11-29-95 $ - $ - $ - $ 700,000 $ 696,657 $ 696,657
AT&T Capital Corp.,
Discount CP, due 11-2-94 2,000,000 1,992,138 1,992,138 - - -
AT&T Capital Corp.,
Discount CP, due 11-3-94 1,000,000 995,314 995,314 - - -
AT&T Capital Corp.,
Discount CP, due 11-7/94 2,000,000 1,991,268 1,991,268 - - -
AT&T Capital Corp.,
Discount CP, due 11-3-95 - - - 2,350,000 2,333,344 2,333,344
AT&T Capital Corp.,
Discount CP, due 11-14-95 - - - 1,500,000 1,485,404 1,485,404
AT&T Capital Corp.,
Discount CP, due 11-15-95 - - - 1,000,000 997,617 997,617
AT&T Capital Corp.,
Discount CP, due 11-21-95 - - - 2,000,000 1,981,233 1,981,233
Anheuser-Busch,
Discount CP, due 11-9-95 - - - 2,000,000 1,990,500 1,990,500
Bell Atlantic Financial
Services, Inc., Discount
CP, due 11-29-94 1,125,000 1,120,150 1,120,150 - - -
BellSouth Telecommuni-
cations, Inc., Discount
CP, due 11-14-94 825,000 821,407 821,407 - - -
Chevron Oil Finance Co.,
Discount CP, due 11-4-94 2,000,000 1,988,100 1,988,100 - - -
Chevron Oil Finance Co.,
Discount CP, due 11-8-94 1,935,000 1,924,677 1,924,677 - - -
Chevron Oil Finance Co.,
Discount CP, due 11-18-94 950,000 944,326 944,326 - - -
Chevron Oil Finance Co.,
Discount CP, due 11-29-94 1,545,000 1,532,944 1,532,944 - - -
Chevron Oil Finance Co.,
Discount CP, due 12-6-94 2,000,000 1,983,000 1,983,000 - - -
Chevron Oil Finance Co.,
Discount CP, due 12-21-94 2,000,000 1,984,737 1,984,737 - - -
Chevron Oil Finance Co.,
Discount CP, due 1-10-05 2,000,000 1,973,000 1,973,000 - - -
Chevron Oil Finance Co.,
Discount CP, due 12-1-95 - - - 1,000,000 992,963 992,963
Chevron Oil Finance Co.,
Discount CP, due 12-1-95 - - - 200,000 198,607 198,607
Chevron Oil Finance Co.,
Discount CP, due 12-1-95 - - - 2,000,000 1,986,700 1,986,700
Chevron Oil Finance Co.,
Discount CP, due 12-1-95 - - - 2,000,000 1,981,382 1,981,382
Chevron Oil Finance Co.,
Discount CP, due 12-6-95 - - - 1,000,000 993,033 993,033
Coca-Cola Company,
Discount CP, due 11-14-94 1,500,000 1,488,323 1,488,323 - - -
Coca-Cola Company,
Discount CP, due 11-1-95 - - - 2,000,000 1,990,817 1,990,817
Coca-Cola Company,
Discount CP, due 11-14-95 - - - 2,000,000 1,981,300 1,981,300
Donnelley, RR, Discount
CP, due 11-16-95 - - - 1,000,000 995,242 995,242
Donnelley, RR, Discount
CP, due 11-20-95 - - - 2,000,000 1,990,183 1,990,183
DuPont (E.I.) De Nemours
& Co., Inc., Discount CP,
due 11-8-94 1,065,000 1,060,148 1,060,148 - - -
DuPont (E.I.) De Nemours
& Co., Inc., Discount CP,
due 11-9-94 500,000 497,986 497,986 - - -
DuPont (E.I.) De Nemours
& Co., Inc., Discount CP,
due 11-15-94 1,500,000 1,487,729 1,487,729 - - -
DuPont (E.I.) De Nemours
& Co., Inc., Discount CP,
due 11-18-94 2,000,000 1,987,949 1,987,949 - - -
DuPont (E.I.) De Nemours
& Co., Inc., Discount CP,
due 11-9-95 - - - 1,500,000 1,496,450 1,496,450
DuPont (E.I.) De Nemours
& Co., Inc., Discount CP,
due 11-10-95 - - - 2,000,000 1,985,850 1,985,850
DuPont (E.I.) De Nemours
& Co., Inc., Discount CP,
due 11-17-95 - - - 2,000,000 1,985,750 1,985,750
DuPont (E.I.) De Nemours
& Co., Inc., Discount CP,
due 11-29-95 - - - 2,000,000 1,989,587 1,989,587
Exxon Credit Corp.,
Discount CP, due 11-1-94 2,000,000 1,984,200 1,984,200 - - -
Exxon Credit Corp.,
Discount CP, due 11-9-94 1,000,000 998,029 998,029 - - -
Exxon Credit Corp.,
Discount CP, due 11-10-94 575,000 573,944 573,944 - - -
General Mills, Inc.,
Discount CP, due 11-18-94 2,075,000 2,066,648 2,066,648 - - -
Heinz (H.J.) Co.,
Discount CP, due 11-23-94 2,000,000 1,983,462 1,983,462 - - -
Heinz (H.J.) Co.,
Discount CP, due 11-13-95 - - - 500,000 496,406 496,406
IBM Credit Corp.,
Discount CP, due 12-1-94 950,000 945,456 945,456 - - -
IBM Credit Corp.,
Discount CP, due 11-3-95 - - - 2,000,000 1,995,242 1,995,242
IBM Credit Corp.,
Discount CP, due 11-3-95 - - - 2,000,000 1,991,102 1,991,102
IBM Credit Corp.,
Discount CP, due 11-17-95 - - - 2,000,000 1,981,481 1,981,481
IBM Credit Corp.,
Discount CP, due 11-28-95 - - - 1,000,000 992,717 992,717
Minnesota Mining &
Manufacturing Co.,
Discount CP, due 11-16-94 1,000,000 993,547 993,547 - - -
Mobil Corp., Discount CP,
due 11-15-94 500,000 497,822 497,822 - - -
Penney, (J.C.) Funding
Corp., Discount CP,
due 11-28-94 360,000 358,386 358,386 - - -
Penney, (J.C.) Funding
Corp., Discount CP,
due 12-6-94 1,500,000 1,490,704 1,490,704 - - -
Penney, (J.C.) Funding
Corp., Discount CP,
due 12-9-94 2,000,000 1,987,800 1,987,800 - - -
Penney, (J.C.) Funding
Corp., Discount CP,
due 11-14-95 - - - 1,000,000 994,924 994,924
Penney, (J.C.) Funding
Corp., Discount CP,
due 11-20-95 - - - 2,000,000 1,985,750 1,985,750
Pfizer, Inc.,
due 11-28-94 450,000 447,154 447,154 - - -
Philip Morris, Discount
CP, due 11-3-95 - - - 1,450,000 1,436,731 1,436,731
Procter & Gamble,
Discount CP, due 11-22-95 - - - 2,000,000 1,982,172 1,982,172
Procter & Gamble,
Discount CP, due 12-22-95 - - - 1,000,000 990,740 990,740
Progress Cap, Discount
CP, due 12-7-95 - - - 1,000,000 992,984 992,984
Shell Oil Co. Series A,
Discount CP, due 11-14-95 - - - 200,000 199,526 199,526
Southwestern Bell,
Discount CP, due 11-4-94 495,000 493,600 493,600 - - -
Texaco, Inc., Discount
CP, due 11-1-94 1,500,000 1,490,896 1,490,896 - - -
Texaco, Inc., Discount
CP, due 11-9-94 3,075,000 3,061,127 3,061,127 - - -
Texaco, Inc., Discount
CP, due 11-18-94 1,000,000 993,788 993,788 - - -
Texaco, Inc., Discount
CP, due 11-22-94 2,000,000 1,987,018 1,987,018 - - -
Texaco, Inc., Discount
CP, due 12-16-94 2,000,000 1,984,103 1,984,103 - - -
Texaco, Inc., Discount
CP, due 1-4-95 2,000,000 1,974,635 1,974,635 - - -
Texaco, Inc., Discount
CP, due 11-10-95 - - - 3,000,000 2,990,809 2,990,809
Texaco, Inc., Discount
CP, due 11-22-95 - - - 1,000,000 995,392 995,392
Toys 'R' Us, Discount CP,
due 11-22-94 1,000,000 995,707 995,707 - - -
US West Financial
Services, Inc., Discount
CP, due 11-1-95 - - - 1,500,000 1,478,974 1,478,974
Wal-Mart Stores, Inc.,
Discount CP, due 11-3-95 - - - 2,000,000 1,995,582 1,995,582
Wal-Mart Stores, Inc.,
Discount CP, due 11-6-95 - - - 275,000 274,695 274,695
Wal-Mart Stores, Inc.,
Discount CP, due 11-10-95 - - - 2,000,000 1,986,067 1,986,067
Wal-Mart Stores, Inc.,
Discount CP, due 11-14-95 - - - 1,900,000 1,885,861 1,885,861
Wal-Mart Stores, Inc.,
Discount CP, due 12-5-95 - - - 1,500,000 1,487,052 1,487,052
Weyerhaeuser Mortgage
Co., Discount CP,
due 11-4-94 1,000,000 995,900 995,900 - - -
Weyerhaeuser Mortgage
Co., Discount CP,
due 11-18-94 1,195,000 1,190,030 1,190,030 - - -
Weyerhaeuser Mortgage
Co., Discount CP,
due 11-29-94 1,500,000 1,492,942 1,492,942 - - -
Weyerhaeuser Mortgage
Co., Discount CP,
due 12-13-94 829,000 823,682 823,682 - - -
Weyerhaeuser Mortgage
Co., Discount 11-28-95 - - - 3,000,000 2,984,088 2,984,088
Xerox Corporation,
Discount CP, due 11-10-95 - - - 1,875,000 1,857,577 1,985,484
Xerox Corporation,
Discount CP, due 12-12-95 - - - 2,000,000 1,985,484 1,857,577
___________ ___________ ___________ ___________
Total Commercial Paper $57,583,776 $57,583,776 $66,013,975 $66,013,975
=========== =========== =========== ===========
SHORT-TERMMONEY MARKET FUND
Fund-1994, 1.2%; 1995,
1.6%: Short-Term Money $2,765,477 $2,765,477 $4,140,195 $4,140,195
Market Fund of UMB Bank, ========== ========== ========== ==========
N.A.
Total Investments Held $193,586,896 $231,541,980 $232,205,455 262,319,073
============ ============ ============ ===========
</TABLE>
<PAGE>
<TABLE>
UMB Bank, N.A.
Fund for Pooling Equity Investments of Employee Trusts
Statements of Operations
<CAPTION>
Year ended October 31,
1993 1994 1995
<S> <C> <C> <C>
Investment income
Interest $ 1,476,070 $ 2,176,859 $ 3,855,343
Dividends 4,042,302 4,780,224 5,407,364
____________ ----------- ___________
Total investment income 5,518,372 6,957,083 9,262,707
Audit expense 9,735 10,425 11,184
Foreign taxes 20,080 20,851 6,772
____________ ___________ ___________
Net investment income 5,488,557 6,925,807 9,244,751
Realized and unrealized
gain (loss) on
investments
Realized gain on
investments sold, matured
or redeemed:
Proceeds 528,857,444 649,102,264 725,215,369
Cost of investments 516,733,002 634,879,985 694,333,687
____________ ___________ ___________
Net realized gain on
investments sold, matured
or redeemed 12,124,442 14,222,279 30,881,682
Other realized gain 2,545 --- ---
Unrealized gain (loss) on
investments:
Beginning of year 41,739,318 44,825,385 37,955,084
End of year 44,825,385 37,955,084 30,113,618
____________ ___________ ___________
Net unrealized gain
(loss) on investments 3,086,067 (6,870,301) (7,841,466)
Net realized and
unrealized gain on
investments 15,213,054 7,351,978 23,040,216
____________ ___________ ___________
Net increase in net
assets resulting from
operations $ 20,701,611 $14,277,785 $32,284,967
============ =========== ===========
Total expense as a
percent of net investment
income 00.54% 00.45% 00.19%
=========== ========== ===========
</TABLE>
See notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
UMB Bank, N.A.
Fund for Pooling Equity Investments of Employee Trusts
Statements of Participants' Interest
Year ended October 31,
1993 1994 1995
Units Amount Units Amount Units Amount
<S> <C> <C> <C> <C> <C> <C>
Participants'
interest at
beginning of year 3,441,145 $162,656,480 4,007,990 $211,892,704 4,117,128 $232,073,838
From investment
activities
Net investment
income 5,488,557 6,925,807 9,244,751
Net realized gain
on investments
sold, matured or
redeemed 12,124,442 14,222,279 30,881,682
Other realized
gain 2,545 ----- -----
Net unrealized
gain (loss) on
investments 3,086,067 ( 6,870,301) (7,841,466)
____________ ____________ ____________
Net increase from
investment
activities 20,701,611 14,277,785 32,284,967
____________ ___________ ___________
From
participating
unit transactions
Issuance of units 1,006,915 50,909,684 765,970 41,462,013 600,575 35,970,886
Redemption of
units ( 440,070) (22,375,071) (656,832) (35,558,664) (635,453) ( 37,777,983)
__________ ____________ _________ ____________ _________ _____________
Net increase
(decrease) from
participating
unit transactions 566,845 28,534,613 109,138 5,903,349 ( 34,878) ( 1,807,097)
__________ ____________ ____________ ________ _____________
Participants'
interest at end
of year 4,007,990 $211,892,704 4,117,128 $232,073,838 4,082,250 $262,551,708
========== ============ ========= ============ ========= ============
Net asset value
per participating
unit $52.87 $56.37 $64.32
============ =========== ============
See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
UMB Bank, N.A.
Fund for Pooling Debt Investments of Employee Trusts
Statement of Assets and Liabilities
October 31,
1994 1995
Cost Market Cost Market
<S> <C> <C> <C> <C>
Investments:
United States Government and
Agency Obligations $ 94,136,736 $ 90,730,464 $ 78,652,888 $ 80,488.586
Corporate Nonconvertible Securities 67,058,914 63,304,548 79,563,147 80,960,317
Short-Term Money Market Fund 3,937,550 3,937,550 1,087,960 1,087,960
____________ ____________ ____________ ____________
$165,133,200 157,972,562 $159,303,995 162,536,863
============ ============
Interest receivable 2,695,465 2,655,057
--- 985,699
____________ ____________
Receivable for securities sold 160,668,027 166,177,619
Liabilities
Audit fee payable 10,425 11,212
Payable for securities purchased --- 1,843,137
____________ ____________
Participants' interest, equivalent to
$51.03 per unit on 3,148,300 units
outstanding in 1994,
$58.17 per unit on 2,825,108 units
outstanding in 1995
$160,657,602 $164,323,270
============ ============
</TABLE>
See notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
UMB Bank, N.A.
Fund for Pooling Debt Investments of Employee Trusts
Statements of Investments Held
October 31,
1994 1995
Value of
Units* Cost Market Cost Market
<S> <C> <C> <C> <C> <C>
United States Government
and Agency Obligations -
1994, 57.4%; 1995, 49.5%
United States Treasury
Notes, 7.875%, due
2/15/96 1,035,000 $ 1,030,795 $ 1,052,471 $ --- $ ---
United States Treasury
Notes, 7.5%, due 2/29/96 500,000 498,203 506,405 --- ---
United States Treasury
Notes, 7.375%, due
5/15/96 2,500,000 2,449,687 2,526,575 --- ---
United States Treasury
Notes, 7.875%, due
7/31/96 5,000,000 5,280,469 5,095,300 --- ---
United States Treasury
Notes, 7.875%, due
7/31/96 2,700,000 --- --- 2,851,453 2,744,712
United States Treasury
Notes, 8.0%, due 10/15/96 2,500,000 2,498,047 2,553,125 2,498,047 2,555,475
United States Treasury
Notes, 7.25%, due
11/15/96 1,500,000 1,456,328 1,511,250 --- ---
United States Treasury
Notes, 8.5%, due 5/15/97 750,000 749,883 775,080 --- ---
United States Treasury
Notes, 5.5%, due 7/31/97 1,750,000 1,739,883 1,682,188 1,739,883 1,746,167
United States Treasury
Notes, 6.5%, due 8/15/97 565,000 564,801 556,700 564,801 573,125
United States Treasury
Notes, 6.0%, due 11/30/97 500,000 495,469 483,750 495,469 503,595
United States Treasury
Notes, 6.0%, due 12/31/97 1,500,000 1,448,672 1,449,840 1,448,672 1,511,250
United States Treasury
Notes, 8.125%, due
2/15/98 3,000,000 2,995,781 3,076,890 2,995,781 3,155,640
United States Treasury
Notes, 5.125%, due
4/30/98 3,500,000 3,498,327 3,269,210 3,498,327 3,455,165
United States Treasury
Notes, 5,125%, due 500,000 499,609 465,000 499,609 493,125
6/30/98
United States Treasury
Notes, 5.25%, due 7/31/98 5,000,000 4,995,650 4,660,950 4,995,650 4,943,750
United States Treasury
Notes, 7.125%, due
10/15/98 1,500,000 1,493,672 1,489,695 --- ---
United States Treasury
Notes, 5.125%, due
11/30/98 1,500,000 --- --- 1,420,898 1,475,625
United States Treasury
Notes, 7.0%, due 4/15/99 2,000,000 1,998,750 1,968,760 1,998,750 2,076,260
United States Treasury
Notes, 8.0%, due 8/15/99 9,000,000 8,888,047 9,202,500 --- ---
United States Treasury
Notes, 8.0%, due 8/15/99 5,000,000 --- --- 4,907,812 5,371,900
Untied States Treasury
Notes, 7.5%, due 10/31/99 500,000 --- --- 494,219 530,000
United States Treasury
Notes, 5.5%, due 4/15/00 3,000,000 2,987,656 2,734,680 2,987,656 2,969,070
United States Treasury
Notes, 7.75%, due 2/15/01 500,000 491,563 504,065 --- ---
United States Treasury
Notes, 6.25%, due 2/15/03 4,250,000 4,463,420 3,867,500 --- ---
United States Treasury
Notes, 5.75%, due 8/15/03 1,000,000 995,313 872,190 --- ---
United States Treasury
Notes, 5.75%, due 8/15/03 5,250,000 --- --- 5,092,578 5,177,812
United States Treasury
Notes, 5,875%, due
2/15/04 1,000,000 918,594 875,000 --- ---
United States Treasury
Notes, 5,875%, due
2/15/04 1,625,000 --- --- 1,519,668 1,612,812
United States Treasury
Securities Stripped
Coupon, 0.0%, due 5/15/98 2,500,000 2,074,925 1,941,400 --- ---
United States Treasury
Securities Stripped
Coupon, 0.0%, due 2/15/99 1,000,000 815,510 731,880 --- ---
United States Treasury
Securities Stripped
Coupon, 0.0%, due 8/15/99 1,000,000 788,873 704,060 --- ---
United States Treasury
Securities Stripped
Coupon, 0.0%, due 8/15/01 3,000,000 2,056,793 1,795,320 --- ---
United States Treasury
Stripped Coupon, 0.0%,
due 8/15/02 3,270,000 1,970,879 1,797,486 1,976,324 1,976,324
Federal Home Loan Bank,
4.73%, due 12/23/96 1,000,000 1,000,000 955,400 --- ---
Federal Home Loan Bank,
3.0%, due 9/14/98 2,000,000 --- --- 2,000,000 1,805,000
Federal Home Loan Bank,
6.0%, due 9/14/98 2,000,000 2,000,000 1,890,000 --- ---
Federal Home Loan Bank,
6.33%, due 9/28/98 1,000,000 --- --- 1,000,000 1,001,880
Federal Home Loan Bank,
7.26%, due 9/6/01 500,000 497,813 483,125 497,813 530,000
Federal Home Loan Bank,
5.44%, due 10/15/03 1,000,000 908,790 835,000 908,790 949,060
Federal Home Loan
Mortgage, 7.23%, due 950,000 --- --- 950,000 979,098
5/23/05
Federal Home Loan 1,000,000 998,437 898,130 998,437 999,380
Mortgage, 6.55%, due
4/2/03
Federal National Mortgage
Association Bonds, 6.20%,
due 6/17/97 1,350,000 1,349,271 1,322,190 1,349,271 1,365,525
Federal National Mortgage
Association Bonds, 5.1%,
due 7/22/98 3,000,000 3,000,938 2,757,180 3,000,938 2,928,750
Federal National Mortgage
Association Bonds, 8.7%,
due 6/10/99 750,000 750,000 780,938 750,000 816,562
Federal National Mortgage
Association Bonds, 8.35%,
due 11/10/99 1,600,000 1,590,031 1,643,504 1,590,031 1,733,504
Federal National Mortgage
Association Bonds, 6.1%,
due 2/10/00 500,000 499,531 465,625 499,531 502,500
Federal National Mortgage
Association Bonds, 7.55%,
due 4/22/02 1,000,000 1,000,000 976,560 1,000,000 1,075,310
Federal National Mortgage
Association Bonds, 6.8%,
due 1/10/03 250,000 249,648 231,173 249,648 259,298
Federal Natinoal Mortgage
Association Bonds, 5.93%,
due 9/26/03 1,000,000 1,000,000 859,000 1,000,000 962,100
Federal National Mortgage
Association Bonds, 5.45%,
due 10/14/03 1,000,000 999,531 834,690 999,531 948,130
Federal National Mortgage
Association Bonds, 5.80%,
due 12/10/03 1,000,000 996,875 853,750 996,875 958,750
Federal National Mortgage
Association Bonds, 7.65%,
due 3/10/05 250,000 --- --- 249,726 272,890
Federal National Mortgage
Association Bonds, 7.76%,
due 5/5/05 275,000 --- --- 275,000 289,328
Federal National Mortgage
Association Bonds, 6.35%,
due 6/10/05 250,000 --- --- 245,938 250,548
Government National
Mortgage Association
Pools, 8.5%, due 7/20/01 20,949 21,174 21,154 --- ---
Government National
Mortgage Association
Pools, 8.5%, due 7/20/01 16,637 --- --- 16,816 17,195
Government National
Mortgage Association
Pools, 8.5%, due 9/20/01 70,838 70,804 71,531 --- ---
Government National
Mortgage Association
Pools, 8.5%, due 9/20/01 56,846 --- --- 56,818 58,751
Government National
Mortgage Association
Pools, 8.5%, due 12/15/01 118,320 115,068 120,438 --- ---
Government National
Mortgage Association
Pools, 8.5%, due 12/15/01 100,133 --- --- 97,381 104,307
Government National
Mortgage Association
Pools, 9.0%, due 12/20/01 48,207 48,296 49,596 --- ---
Government National
Mortgage Association
Pools, 9.0%, due 12/20/01 36,558 --- --- 36,625 38,161
Government National
Mortgage Association
Pools, 8.0%, due 1/20/02 48,332 45,731 47,949 --- ---
Government National
Mortgage Association
Pools, 8.0%, due 1/20/02 38,696 --- --- 36,614 39,690
Government National
Mortgage Association
Pools, 8.25%, due 3/15/02 278,549 277,323 282,953 --- ---
Government National
Mortgage Association
Pools, 8.25%, due 3/15/02 236,475 --- --- 235,434 247,764
Government National
Mortgage Association
Pools, 8.0%, due 5/20/02 160,632 153,078 159,313 --- ---
Government National
Mortgage Association
Pools, 8.0%, due 5/20/02 129,979 --- --- 123,866 133,325
Government National
Mortgage Association
Pools, 7.5%, due 6/20/02 366,401 332,283 357,061 --- ---
Government National
Mortgage Association
Pools, 7.5%, due 6/20/02 300,907 --- --- 272,887 305,417
Government National
Mortgage Association
Pools, 10.5%, due 2/20/03 73,184 73,833 78,039 --- ---
Government National
Mortgage Association
Pools, 10.5%, due 2/20/03 59,500 --- --- 60,028 62,513
Government National
Mortgage Association
Pools, 10.0%, due 3/20/03 56,276 56,377 59,706 --- ---
Government National
Mortgage Association
Pools, 10.0%, due 3/20/03 48,172 --- --- 48,259 50,276
Government National
Mortgage Association
Pools, 9.5%, due 6/20/03 108,615 107,826 112,941 --- ---
Government National
Mortgage Association
Pools, 9.5%, due 6/20/03 98,715 --- --- 97,997 103,091
Government National
Mortgage Association
Pools, 9.5%, due 10/15/08 248,692 245,505 260,883 --- ---
Government National
Mortgage Association
Pools, 9.5%, due 10/15/08 183,125 --- --- 180,779 192,835
Israel State, United
States Government
Guaranteed Bond, 5.25%, 1,000,000 1,007,344 931,100 1,007,344 984,000
due 3/15/98
Israel State, United
States Government 1,000,000 994,230 897,000 994,230 963,400
Guaranteed Bond, 5.25%,
due 9/15/00*
Small Business
Administration Pools,
5.75%, due 1/1/04 707,775 707,775 658,673 --- ---
Small Business
Administration Pools,
5.75%, due 1/1/04 636,232 --- --- 636,232 620,326
Small Business
Administration Pools,
8.2%, due 2/10/05 500,000 --- --- 499,141 516,250
Small Business
Administration Pools,
7.35%, due 8/1/05 250,000 --- --- 250,000 253,750
Small Business
Administration Pools,
8.8%, due 8/1/09 372,659 372,659 347,505 --- ---
Small Business
Administration Pools,
8.8%, due 8/1/09 341,782 --- --- 341,782 367,415
Small Business
Administration Pools,
9.05%, due 9/1/09 508,697 508,697 504,087 --- ---
Small Business
Administration Pools,
9.05%, due 9/1/09 482,001 --- --- 482,001 524,176
Small Business
Administration Pools,
9.1%, due 10/1/09 939,084 923,301 931,454 --- ---
Small Business
Administration Pools,
9.1%, due 10/1/09 859,639 --- --- 843,856 937,007
Small Business
Administration Pools,
8.85%, due 11/1/09 711,684 711,684 697,895 --- ---
Small Business
Administration Pools,
8.85%, due 11/1/09 656,237 --- --- 656,237 708,736
Small Business
Administration Pools,
8.7%, due 12/1/09 1,052,471 1,042,971 991,296 --- ---
*
Small Business
Administration Pools,
8.7%, due 12/1/09 958,000 --- --- 948,500 1,039,430
Small Business
Administration Pools,
8.8%, due 1/1/10 412,572 412,572 380,211 --- ---
Small Business
Administration Pools,
8.8%, due 1/1/10 373,856 --- --- 373,856 398,156
Small Business
Administration Pools,
9.45%, due 2/1/10 432,934 432,934 407,229 --- ---
Small Business
Administration Pools,
9.45%, due 2/1/10 409,329 --- --- 409,329 448,215
Small Business
Administration Pools,
9.5%, due 4/1/10 717,897 717,449 682,451 --- ---
Small Business
Administration Pools,
9.5%, due 4/1/10 659,776 --- --- 659,363 724,104
Small Business
Administration Pools,
9.65%, due 5/1/10 652,832 652,832 614,886 --- ---
Small Business
Administration Pools,
9.65%, due 5/1/10 571,730 --- --- 571,730 633,191
Small Business
Administration Pools,
9.25%, due 6/1/10 587,753 587,753 558,733 --- ---
Small Business
Administration Pools,
9.25%, due 6/1/10 479,604 --- --- 479,604 523,968
Small Business
Administration Pools,
8.625%, due 2/1/11 264,838 264,838 265,417 --- ---
Small Business
Administration Pools,
8.625%, due 2/1/11 256,512 --- --- 256,512 285,138
Small Business
Administration Pools,
8.95%, due 6/1/11 463,527 463,527 469,176 --- ---
Small Business
Administration Pools,
8.95%, due 6/1/11 421,308 --- --- 421,308 454,464
Small Business
Administration Pools,
9.15%, due 7/1/11 635,622 635,622 655,485 --- ---
Small Business
Administration Pools,
9.15%, due 7/1/11 610,543 --- --- 610,543 665,491
Small Business
Administration Pools,
8.85%, due 8/1/11 269,949 278,047 273,323 --- ---
Small Business
Administration Pools,
8.85%, due 8/1/11 253,950 --- --- 261,569 272,362
Small Business
Administration Pools,
8.6%, due 9/1/11 207,675 210,790 208,129 --- ---
Small Business
Administration Pools,
8.6%, due 9/1/11 199,165 --- --- 202,153 221,193
Small Business
Administration Pools,
8.25%, due 11/1/11 454,553 454,553 446,456 --- ---
Small Business
Administration Pools,
8.25%, due 11/1/11 438,748 --- --- 438,748 473,979
Small Business
Administration Pools,
7.6%, due 1/1/12 903,362 903,362 868,074 --- ---
Small Business
Administration Pools,
7.6%, due 1/1/12 1,316,017 --- --- 1,302,060 1,343,259
Small Business
Administration Pools,
7.4%, due 8/1/12 940,763 940,763 950,171 --- ---
Small Business
Administration Pools,
7.4%, due 8/1/12 906,183 --- --- 906,183 930,378
Small Business
Administration Pools,
7.05%, due 9/1/12 936,686 936,686 946,346 --- ---
Small Business
Administration Pools,
7.05%, due 9/1/12 880,335 --- --- 880,335 869,331
Small Business
Administration Pools,
7.55%, due 11/1/12 477,638 477,638 497,938 --- ---
Small Business
Administration Pools,
7.55%, due 11/1/12 465,577 --- --- 465,577 472,561
Small Business
Administration Pools,
7.45%, due 12/1/12 236,322 236,322 248,655 --- ---
Small Business
Administration Pools,
7.45%, due 12/1/12 228,793 --- --- 228,793 231,081
Small Business
Administration Pools,
8.15%, due 2/1/15 986,647 --- --- 986,647 1,035,980
Alaska State Housing
Finance Corp., 9.25%, due
6/1/01 725,000 728,625 741,675 728,625 738,500
_________ ___________ __________ __________ _________
Total United States
Government and Agency
Obligations $94,136,736 $90,730,464 $78,652,888 $80,488,586
============ ============ ============ ===========
Corporate Nonconvertible
Securities - 1994, 40.1%;
1995, 49.8%:
Consumer Nondurables -
1994, 1.9%; 1995, 3.6%:
Beverages:
PepsiCo, Inc., 7.625%,
due 11/1/98 750,000 $ 748,185 $ 748,350 $ 748,185 $ 781,875
Cosmetics:
Gillette Co., 6.25%,
due 8/15/03 2,000,000 --- --- 1,954,760 1,990,600
Food:
Archer Daniels Midland
Co., 6.25%,
due 5/15/2003 250,000 --- --- 247,623 248,225
Campbell Soup Co.,
9.0%, due 11/1/97 500,000 498,700 521,550 498,700 529,400
General Mills, Inc.,
6.76%, due 2/5/97 500,000 499,250 494,550 --- ---
McDonald's Corp.,
8.75%, due 11/15/00 1,200,000 1,198,032 1,245,000 1,198,032 1,327,812
Sara Lee Corp., 6.45%,
due 9/26/05 1,000,000 --- --- 1,000,000 964,500
__________ __________ __________ __________
Total Food 2,195,982 2,261,100 4,899,115 5,060,537
__________ __________ __________ __________
Total Consumer
Nondurables $2,944,167 $3,009,450 $5,647,300 $5,842,412
========== =========== ========== ==========
Services - 1994, 4.6%;
1995, 6.6%:
Retail:
Albertson's, Inc.,
6.18%, due 3-22-00 1,000,000 $ 1,000,000 $ 910,500 $ 1,000,000 $ 983,800
Albertson's, Inc.,
6.375%, due 6-1-00 825,000 --- --- 825,000 835,230
Dillard Department
Stores, Inc., 8.5%, due
6-15-96 500,000 498,325 509,650 --- ---
Dillard Department
Stores, Inc., 6.875%, due
6-1-05 825,000 --- --- 818,252 838,241
Kmart, 8%, due
12-13-01 1,250,000 1,250,000 1,228,375 1,250,000 1,335.750
Limited, Inc.,
9.125%, due 2-1-01 500,000 496,450 523,100 --- ---
Penney J.C., Inc.,
5.375%, due 11-15-98 1,000,000 997,180 923,000 997,180 975,300
Penney J.C., Inc.,
6.125%, due 11-15-03 2,000,000 1,986,000 1,732,800 --- ---
Penney J.C., Inc.,
6.125%, due 11-15-03 2,500,000 --- --- 2,444,520 2,452,000
Wal-Mart Stores,
Inc., 6.125%, due 10-1-99 1,000,000 979,670 932,400 959,230 1,000,800
Wal-Mart Stores,
Inc., 6.5%, due 6-1-03 1,000,000 --- --- 1,000,500 1,007,700
___________ _________ ___________ __________
Total Retail 7,207,625 6,759,825 9,294,682 9,428,821
___________ _________ ___________ __________
Health Care:
Lilly, Eli & Company,
6.25%, due 3/15/03 850,000 --- --- 789,420 853,740
Pfizer, Inc., 6.5%,
due 2-1-97 500,000 499,845 495,000 499,845 504,000
___________ ___________ _________ ___________ __________
Total Service $ 7,707,470 $ 7,255,225 $10,583,947 $10,786,561
=========== =========== =========== ===========
Consumer Durables - 1994,
2.2%; 1995, 2.0%:
Building:
Armstrong World
Industries, Inc., 8.9%,
due 12-30-97 500,000 $ 499,500 $ 513,050 $ --- $ ---
Illinois Tool Works
Inc., 5.875%, due 3-1-00 2,005,000 2,003,912 1,836,580 2,003,912 1,975,928
Weyerhaeuser Co.,
8.53%, due 4-21-97 335,000 335,000 341,398 --- ---
Weyerhaeuser Co.,
8.53%, due 4-21-97 250,000 --- --- 250,000 257,950
__________ __________ __________ _________
Total Building 2,838,412 2,691,028 2,253,912 2,233,878
__________ __________ __________ _________
Furniture:
Leggett & Platt, Inc.,
6.1%, due 9-9-03 1,000,000 1,000,000 862,680 1,000,000 961,940
___________ ___________ ___________ _________
Total Consumer Durables $ 3,838,412 $ 3,553,708 $ 3,253,912 $ 3,195,818
=========== =========== =========== ============
Capital Goods - 1994,
1.5%; 1995, 0.3%:
Office Equipment:
Avery Dennison Corp.,
8.22%, due 8-15-96 500,000 $ 499,885 $ 507,300 $ 499,885 $ 507,750
IBM Credit Corp.,
7.25%, due 11-1-02 2,000,000 1,961,127 1,890,000 --- ---
___________ ___________ __________ __________
Total Capital Goods $ 2,461,012 $ 2,397,300 $ 499,885 $ 507,750
=========== =========== ========== ==========
Basic Materials - 1994,
1.9%; 1995, 2.5%:
Chemicals:
DuPont, (E.I.) De
Nemours & Co., Inc.,
9.15%, due 4-15-00 250,000 $ 244,425 266,550 $ 244,425 $ 278,900
DuPont, (E.I.) De
Nemours & Co., Inc.,
6.21%, due 10/11/00 500,000 --- --- 500,000 501,850
Metals:
Aluminum Co. of
America, 5.75%, due
2-1-01 1,000,000 --- --- 970,080 985,000
Oil and Gas:
Amoco Canada
Petroleum Co., 7.25%, due
12-1-02 715,000 712,469 681,467 712,469 754,468
BP America, Inc.,
8.875%, due 12-1-97 1,000,000 995,600 1,036,300 --- ---
Dresser Industries,
Inc., 6.25%, due 6-1-00 500,000 --- --- 494,780 500,750
__________ __________ _________ _________
Total Oil and Gas 1,952,494 1,984,317 2,921,754 3,020,968
__________ __________ _________ _________
Paper and Forestry
Products:
International Paper
Co., 8.05%, due 3-25-99 1,000,000 1,001,000 989,700 1,001,000 1,056,100
__________ __________ __________ _________
Total Basic Materials $2,953,494 $2,974,017 $3,922,754 $4,077,068
========== ========== ========== ==========
Transportation - 1994,
3.2%; 1995, 3.8%:
Aerospace:
Boeing Co., 6.35%,
due 6-15-03 500,000 $ --- $ --- $ 499,350 $ 500,200
Railroad:
Norfolk & Western
Railway Co., Equip. Trust
Certificate, 8.125%, due
11-15-02 1,320,000 1,291,094 1,318,020 1,291,094 1,457,808
Southern Railway Co.,
Equip. Trust Series 1988-
1, 8.75%, due 10-15-95 500,000 494,860 511,400 --- ---
Union Pacific Corp.,
6.25%, due 3-15-99 1,000,000 1,000,000 932,900 1,000,000 1,000,500
Union Pacific Corp.,
7.875%, due 2-15-02 1,000,000 1,000,000 970,600 1,000,000 1,075,700
Union Pacific
Railroad Co., Equip.
Trust No. 2 Series 88,
9.0%, due 6-15-99 400,000 396,436 421,520 396,436 439,280
Union Pacific
Railroad Co., 6.15%,
due 4-1-03 750,000 --- --- 725,520 746,850
___________ _________ _________ _________
Total Railroad 4,182,390 4,154,440 4,413,050 4,720,138
___________ _________ _________ _________
Trucking:
Yellow Corporation,
5.7%, due 10-5-00 1,000,000 1,000,000 892,650 1,000,000 954,610
___________ __________ _________ _________
Total Transportation $5,182,390 $5,047,090 $5,912,400 $6,174,948
========== ========== ========== ==========
Utilities - 1994, 21.2%;
1995, 26.3%:
Communication:
American Telephone &
Telegraph Co., 7.0%, due
5-15-05 1,000,000 $ --- $ --- $ 991,510 $ 1,040,800
BellSouth Tele-
Communications, 6.25%,
due 5-15-03 1,500,000 1,493,355 1,321,875 1,493,355 1,498,200
Bell Telephone of
Pennsylvania, 6.125%,
due 3-15-03 1,000,000 989,000 880,500 989,000 982,800
GTE California, Inc.,
5.625%, due 2-1-01 1,500,000 1,482,885 1,331,550 1,482,885 1,456,500
GTE California, Inc.,
6.75%, due 3-15-04 1,850,000 1,793,929 1,665,555 1,793,929 1,862,765
New York Telephone
Co., 5.875%, due 9-1-03 700,000 690,585 587,125 690,585 671,790
Pacific Bell
Telephone Co., 7.25%,
due 7-1-02 750,000 746,962 715,312 746,962 786,900
Southern New England
Telephone, 7.0%,
due 8-15-05 750,000 --- --- 742,035 774,000
Southwestern Bell
Telephone Co., 6.125%,
due 3-12-01 500,000 --- --- 500,000 492,100
Southwestern Bell
Telephone Co., 5.77%,
due 10-14-03 500,000 500,000 426,200 500,000 475,000
Southwestern Bell
Telephone Co., 5.75%,
due 9-1-04 1,000,000 996,430 838,000 996,430 948,800
United Telephone
Company of Florida,
6.25%, due 5-15-03 1,500,000 1,487,925 1,318,050 1,487,925 1,474,350
US West
Communications, 6.375%,
due 10-15-02 250,000 --- --- 249,300 250,900
__________ __________ __________ __________
Total Communications 10,181,071 9,084,167 12,663,916 12,714,905
__________ _________ __________ __________
Electric:
Alabama Power Co.,
6.85%, due 8-1-02 975,000 $ 960,375 $ 896,318 $ 960,375 $ 985,433
Carolina Power & Light,
5.0%, due 9-15-98 1,500,000 1,497,555 1,364,550 1,497,555 1,453,800
Delmarva Power & Light
Co., 7.5%, due 5-1-99 1,000,000 995,140 981,400 995,140 1,038,800
Duke Power Co., 7.0%,
due 6-1-00 2,500,000 2,425,825 2,399,000 2,425,825 2,555,500
Emerson Electric Co.,
6.3%, due 11-1-05 1,850,000 --- --- 1,843,135 1,833,720
Florida Power & Light
Company, 5.7%, due 3-5-98 1,000,000 1,000,000 943,000 1,000,000 997,700
Florida Power & Light
Company, 5.5%, due 7-1-99 1,000,000 987,500 912,300 987,500 985,000
Florida Power & Light
Company, 5.375%,
due 4-1-00 1,000,000 997,020 887,400 997,020 977,200
Georgia Power Co.,
6.125%, due 9-1-99 1,000,000 983,620 932,500 983,620 996,400
Idaho Power Co., 6.4%,
due 5-1-03 1,500,000 1,497,795 1,330,500 1,497,795 1,495,500
Kansas City Power &
Light Co., 5.6%,
due 3-10-98 750,000 750,000 707,850 750,000 743,775
Kansas City Power &
Light Co., 7.15%,
due 5-14-99 1,000,000 --- --- 1,000,000 1,028,100
Kansas City Power &
Light Co., 6.5%,
due 2-14-00 1,000,000 1,000,000 938,300 1,000,000 1,004,400
Kansas City Power &
Light Co., 6.5%,
due 1-2-01 1,000,000 1,000,000 926,200 1,000,000 998,900
Kansas City Power &
Light Co., 6.65%,
due 6-6-02 950,000 --- --- 950,000 954,180
Monogahela Power
Company, 5.625%,
due 4-1-00 2,500,000 2,447,475 2,249,500 2,447,475 2,452,750
Southern California
Edison Co., 6.125%,
due 7-15-97 2,500,000 2,485,937 2,437,500 2,485,937 2,509,000
Southern California
Edison Co., 6.25%,
due 6-15-03 250,000 250,000 218,475 250,000 247,000
Union Electric Co.,
6.75%, due 10-15-99 1,000,000 995,480 954,000 995,480 1,019,700
___________ ___________ __________ ___________
Total Electric: 20,273,722 19,078,793 24,066,857 24,276,858
___________ ___________ __________ ___________
Gas:
Northern Illinois Gas
Co., 5.5%, due 2-1-97 1,000,000 994,980 966,400 994,980 994,900
Northwest Natural Gas
Co., 5.98%, due 12-15-00 1,000,000 1,000,000 887,900 1,000,000 962,000
Southern California Gas
Co., 6.5%, due 12-15-97 1,000,000 999,400 978,750 999,400 1,009,500
___________ ___________ ___________ ___________
Total Gas 2,994,380 2,833,050 2,994,380 2,966,400
___________ ___________ ___________ ___________
Diversified:
Baltimore Gas &
Electric Co., 6.5%,
due 2-15-03 1,000,000 988,450 896,900 988,450 1,005,000
Consolidated Edison
Co. of New York, 6.625%,
due 2-1-02 750,000 742,358 684,375 742,358 757,725
Pacific Gas &
Electric Co., 6.25%,
due 3-1-04 1,000,000 1,000,000 864,000 1,000,000 974,600
___________ ___________ __________ __________
Total Diversified 2,730,808 2,445,275 2,730,808 2,737,325
___________ ___________ __________ __________
Total Utilities $36,179,981 $33,441,285 $42,455,961 $42,695,488
=========== =========== =========== ===========
Finance - 1994, 3.0%;
1995, 4.1%:
Chevron Canada Finance
Ltd., 5.6%, due 4-1-98 1,250,000 $ 1,249,063 $ 1,180,750 $ 1,249,063 $ 1,242,125
Exxon Capital Corp.,
7.875%, due 4-15-96 750,000 746,168 761,325 746,168 757,500
Nynex Capital Funding
Co., 8.75%, due 12-1-04 2,000,000 --- --- 1,995,000 2,287,000
Southwestern Bell
Capital Corp., 6.65%,
due 7-14-98 975,000 975,000 943,313 975,000 989,527
Southwestern Bell
Capital Corp. 7.25%,
due 7-24-00 500,000 500,000 483,300 500,000 516,700
Southwestern Bell
Capital Corp. 6.12%,
due 3-12-01 500,000 500,000 454,150 --- ---
Texaco Capital, Inc.,
8.24%, due 10-15-01 500,000 500,500 501,950 500,500 543,500
U.S. West Capital
Funding, Inc., 8.0%,
due 10-15-96 350,000 327,107 354,865 327,107 356,720
__________ __________ __________ __________
Total Finance $4,797,838 $4,679,653 $6,292,838 $6,693,072
========== ========== ========== ==========
Other - 1994, 0.6%; 1995,
0.6%:
Tambrands, Inc., 4.65%,
due 1-21-97 1,000,000 $ 994,150 $ 946,820 $ 994,150 $ 987,200
___________ ___________ ___________ ___________
Total Other $ 994,150 $ 946,820 $ 994,150 $ 987,200
=========== =========== =========== ===========
Total Corporate Non- $67,058,914 $63,304,548 $79,563,147 $80,960,317
convertible Securities =========== =========== =========== ==========
Short-Term Money Market
Fund - 1994, 2.5%; 1995,
0.7%:
Short-Term Money Market
Fund of UMB Bank, N.A. 3,937,550 $ 3,937,550 $ 3,937,550 $ --- $ ---
Short-Term Money Market
Fund of UMB Bank, N.A. 1,087,960 --- --- 1,087,960 1,087,960
___________ ___________ ___________ ___________
Total Short-Term Money
Market Fund $ 3,937,550 $ 3,937,550 $ 1,087,960 $ 1,087,960
=========== =========== =========== ===========
Total Investments Held $165,133,200 $157,972,562 $159,303,995 $162,536,863
============ ============ ============ ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
UMB Bank, N.A.
Fund for Pooling Debt Investments of Employee Trusts
Statement of Operations
Year ended October 31,
1993 1994 1995
<S> <C> <C> <C>
Investment Income
Interest $11,588,202 $11,260,248 $ 9,951,449
Audit expense 9,785 11,065 11,212
___________ ___________ ___________
Net investment income 11,578,417 11,249,183 9,940,237
Realized and unrealized gain (loss) on
investments
Realized gain on investments sold, matured or
redeemed:
Proceeds 94,778,880 63,581,715 64,769,427
Cost of investments 93,236,777 63,147,715 64,508,442
___________ ____________ __________
Net realized gain on investments sold, matured
or redeemed 1,542,103 434,000 260,985
Unrealized gain (loss) on investments:
Beginning of year 7,008,955 10,855,450 (7,160,638)
End of year 10,855,450 (7,160,638) 3,232,868
__________ ____________ ___________
Net unrealized gain (loss) on investments 3,846,495 (18,016,088) 10,393,506
Net realized and unrealized gain (loss) on __________ ____________ ___________
investments 5,388,598 (17,582,088) 10,654,491
__________ ____________ ___________
Net income (decrease) in net assets resulting
from operations $16,967,015 $(6,332,905) $20,594,728
=========== ============ ===========
Total expense as a percent of net investment
income 00.08% 00.10% 00.11%
======= ======== =========
</TABLE>
See notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
UMB Bank, N.A.
Fund for Pooling Debt Investments of Employee Trusts
Statements of Participants' Interest
Year ended October 31,
1993 1994 1995
Units Amount Units Amount Units Amount
<S> <C> <C> <C> <C> <C> <C>
Participants'
interest at
beginning of year 3,014,894 $143,097,026 $3,386,320 $179,056,362 3,148,300 $160,657,602
From investment
activities
Net investment
income 11,578,417 11,249,183 9,940,237
Net realized gain
on investments
sold, matured or
redeemed 1,542,103 434,000 260,985
Net unrealized
gain (loss) on
investments 3,846,495 (18,016,088) 10,393,506
____________ ____________ __________
Net increase
(decrease) from
investment
activities 16,967,015 (6,332,905) 20,594,728
____________ ___________ ___________
From participating
unit transactions
Issuance of units 821,648 41,580,752 475,749 24,842,643 397,916 21,483,446
Redemption of
units (45,222) (22,588,431) (713,769) (36,908,498) (721,108) (38,412,506)
_________ ____________ ___________ ____________ __________ ____________
Net increase
(decrease) from
participating unit
transactions 371,426 18,992,321 (238,020) (12,065,855) (323,192) (16,929,060)
_________ ___________ ___________ ____________ __________ ____________
Participants'
interest at end of
year 3,386,320 $179,056,362 3,148,300 $160,657,602 2,825,108 $164,323,270
========= ============ ============ ============ ========= ============
Net asset value
per participating
unit $52.88 $51.03 $58.17
========= ======== =========
</TABLE>
see notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
UMB Bank, N.A.
Pooled Income Fund for Employee Trusts
Statements of Assets and Liabilities
October 31
1994 1995
Cost Market Cost Market
<S> <C> <C> <C> <C>
Assets
Investments:
United States Government and Agency
Obligations $27,431,607 $27,384,419 $23,088,048 $23,093,688
Commercial Paper and Banker's Acceptance 30,560,098 30,560,098 36,648,284 36,648,284
Short-Term Money Market Fund 2,153,917 2,153,917 5,585,759 5,585,759
___________ ___________ ___________ ___________
$60,145,622 60,098,434 $65,322,091 65,327,731
=========== ===========
Interest receivable 433,490 411,057
___________ ___________
60,531,924 65,738,788
Liabilities
Audit fee payable 4,056 4,056
___________ ___________
Participants' interest, equivalent to
$44.69 per unit on 1,354,317 units
outstanding in 1994,
$47.41 per unit on 1,386,619 units
outstanding in 1995 $60,527,868 $65,734,732
=========== ===========
</TABLE>
See notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
UMB Bank, N.A.
Pooled Income Fund for Employee Trusts
Statements of Investments Held
October 31,
1994 1995
Value or Cost Market Cost Market
Units*
<S> <C> <C> <C> <C> <C>
United States Government and
Agency Obligations- 1994, 45.6%;
1995, 35.3%
Federal Agriculture Mortgage,
Discount Notes, due 11/6/95 3,000,000 $ --- $ --- $ 2,975,863 $ 2,975,863
Federal Farm Credit Banks,
Discount Notes, due 12/5/94 1,950,000 1,929,896 1,929,896 --- ---
Federal Farm Credit Banks,
Discount Notes, due 12/20/94 2,000,000 1,980,450 1,980,450 --- ---
Federal Farm Credit Banks, 3.83%,
due 3/1/95 3,000,000 2,990,157 2,981,250 --- ---
Federal Farm Credit Banks,
Discount Notes, due 12/1/95 3,000,000 --- --- 2,966,542 2,966,542
Federal Home Loan Banks, Discount
Notes, due 12/8/94 2,000,000 1,959,417 1,959,417 --- ---
Federal Home Loan Banks, Discount
Notes, due 1/6/95 3,000,000 2,959,235 2,959,235 --- ---
Federal Home Loan Banks, Discount
Noes, due 1/12/95 1,000,000 975,921 975,921 --- ---
Federal Home Loan Banks, Discount
Notes, due 2/22/95 2,000,000 1,949,166 1,949,166 --- ---
Federal Home Loan Banks, Discount
Notes, due 11/9/95 1,000,000 --- --- 996,409 996,409
Federal Home Loan Banks, Discount
Notes, due 11/22/95 865,000 --- --- 852,890 852,890
Federal Home Loan Banks, Discount
Notes, due 12/6/95 1,000,000 --- --- 991,320 991,320
Federal Home Loan Banks, 6%, due
10/16/96 3,000,000 --- --- 3,000,000 3,005,640
Federal Home Loan Mortgage Corp.,
Discount Notes, due 1/26/95 2,000,000 1,972,374 1,972,374 --- ---
Federal Home Loan Mortgage Corp.,
Discount Notes, due 11/27/95 2,000,000 --- --- 1,975,200 1,975,200
Federal Home Loan Mortgage Corp.,
Discount Notes, due 12/4/95 3,000,000 --- --- 2,953,456 2,953,456
Federal National Mortgage
Association, Discount Notes, due
11/29/94 2,000,000 1,950,389 1,950,389 --- ---
Federal National Mortgage
Association, Discount Notes, due
12/16/94 2,000,000 1,953,489 1,953,489 --- ---
Federal National Mortgage
Association, Discount Notes, due
11/29/95 3,600,000 --- --- 3,553,935 3,553,935
United States Treasury Bills, due
2/9/95 2,000,000 1,926,231 1,926,231 --- ---
United States Treasury Bills, due
6/29/95 1,000,000 948,423 948,423 --- ---
United States Treasury Bills, due
7/27/95 1,000,000 948,178 948,178 --- ---
United States Treasury Bills, due
4/4/96 3,000,000 --- --- 2,822,433 2,822,433
United States Treasury Notes,
3.875%, due 2/28/95 1,000,000 997,656 995,000 --- ---
United States Treasury Notes,
3.875%, due 10/31/95 2,000,000 1,990,625 1,955,000 --- ---
___________ ___________ ___________ ___________
Total United States Government
and Agency Obligations $27,431,607 $27,384,419 $23,088,048 $23,093,688
=========== =========== =========== ===========
Commercial Paper and Banker's
Acceptances - 1994, 50.8%; 1995,
56.1%:
Abbott Laboratories, Discount CP,
due 11/10/95 3,000,000 --- --- 2,985,301 2,985,301
AT&T Capital Corp., Discount CP,
due 11/7/94 3,000,000 2,975,458 2,975,458 --- ---
American Express Co., Discount
CP, due 11/21/95 2,000,000 --- --- 1,991,117 1,991,117
American Telephone & Telegraph,
Discount CP, due 2/14/95 2,000,000 1,951,000 1,951,000 --- ---
Anheuser-Busch, Discount CP, due
11/16/95 3,000,000 --- --- 2,982,960 2,982,960
Chevron Oil Finance Co., Discount
CP, due 11/21/94 1,950,000 1,933,846 1,933,846 --- ---
Chevron Oil Finance Co., Discount
CP, due 12/6/95 3,000,000 --- --- 2,979,100 2,979,100
DuPont, (E.I.) De Nemours & Co.,
Inc., Discount CP, due 11/17/94 3,000,000 2,982,710 2,982,710 --- ---
DuPont, (E.I.) De Nemours & Co.,
Inc., Discount CP, due 11/21/95 500,000 --- --- 497,234 497,234
Exxon Credit Corp., Discount CP,
due 11/1/94 2,000,000 1,983,040 1,983,040 --- ---
Heinz, (H.J.) Co., Discount CP,
due 11/23/94 2,000,000 1,984,147 1,984,147 --- ---
Heinz, (H.J.) Co., Discount CP,
due 11/1/95 3,000,000 --- --- 2,983,317 2,983,317
Hewlett Packard Company, Discount
CP, due 11/10/94 1,950,000 1,926,844 1,926,844 --- ---
Hewlett Packard Company, Discount
CP, due 11/7/95 3,000,000 --- --- 2,957,382 2,957,382
Intel Corporation, Discount CP,
due 12/30/94 2,000,000 1,975,633 1,975,633 --- ---
Kentucky Energy, Discount CP, due
11/27/95 1,000,000 --- --- 995,040 995,040
Laclede Gas, Discount CP, due
11/22/95 300,000 --- --- 298,281 298,281
Minnesota Mining & Manufacturing,
Discount CP, due 11/7/95 2,000,000 --- --- 1,971,588 1,971,588
Motorola, Discount CP, due
12/8/95 1,000,000 --- --- 993,215 993,215
Penney (J.C.) Finance Corp.,
Discount CP, due 11/8/94 3,000,000 2,985,975 2,985,975 --- ---
PepsiCo, Inc., Discount CP, due
12/2/94 2,000,000 1,988,581 1,988,581 --- ---
Progressive Capital Holdings,
Inc., Discount CP, due 11/29/95 3,100,000 --- --- 3,083,195 3,083,195
Raytheon Co., Discount CP, due
11/20/95 3,000,000 --- --- 2,981,410 2,981,410
Southwestern Bell Capital
Company, Discount CP, due
12/22/94 3,000,000 2,967,383 2,967,383 --- ---
Southwestern Bell Capital
Company, Discount CP, due 11/8/95 2,000,000 --- --- 1,987,017 1,987,017
Texaco Inc., Discount CP, due
11/9/95 2,000,000 --- --- 1,991,102 1,991,102
Toys 'R' Us, Inc., Discount CP,
due 11/15/95 2,000,000 --- --- 1,988,600 1,988,600
US West Communications, Inc.,
Discount CP, due 11/3/94 2,000,000 1,985,578 1,985,578 --- ---
Weyerhaueser Mortgage Co.,
Discount CP, due 11/1/95 3,000,000 --- --- 2,982,425 2,982,425
Xerox Corporation, Discount CP,
due 11/28/94 2,950,000 2,919,903 2,919,903 --- ---
___________ ___________ ___________ ___________
Total Commercial Paper and
Banker's Acceptances $30,560,098 $30,560,098 $36,648,284 $36,648,284
=========== =========== =========== ===========
Short-Term Money Market Fund -
1994, 3.6%; 1995, 8.6%:
Short-Term Money Market Fund of
UMB Bank, N.A. 2,153,917 $2,153,917 $2,153,917 --- ---
Short-Term Money Market Fund of
UMB Bank, N.A. 5,585,759 --- --- $5,585,759 $5,585,759
__________ ___________ __________ __________
Total Short-Term Money Market
Fund $2,153,917 $2,153,917 $5,585,759 $5,585,759
========== ========== ========== ==========
Total Investments Held $60,145,622 $60,098,434 $65,322,091 $65,327,731
=========== =========== =========== ===========
</TABLE>
*Face Value or Number of Units
See notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
UMB Bank, N.A.
Pooled Income Fund for Employee Trusts
Statements of Operations
Year ended October 31
1993 1994 1995
<S> <C> <C> <C>
Investment income
Interest $ 2,343,721 $ 2,409,792 $ 3,834,915
Audit expense 3,375 4,725 4,050
____________ ____________ ____________
Net investment income 2,340,346 2,405,067 3,830,865
Realized and unrealized gain (loss) on investments
Realized gain on investments sold, matured or
redeemed:
Proceeds 376,170,035 265,121,325 494,570,364
Cost of investments 376,170,035 265,121,012 494,548,802
_____________ ____________ ____________
Net realized gain on investments sold, matured or
redeemed --- 313 21,562
_____________ ____________ ____________
Unrealized gain (loss) on investments:
Beginning of year --- 4,846 (47,188)
End of year 4,846 (47,188) 5,640
___________ ___________ _____________
Net unrealized gain (loss) on investments 4,846 (52,034) 52,828
___________ ___________ _____________
Net realized and unrealized gain (loss) on
investments 4,846 (51,721) 74,390
___________ ___________ _____________
Net increase in net assets resulting from
operations $ 2,345,192 $ 2,353,346 $ 3,905,255
============ ============ ============
Total expense as a percent of net investment
income 00.14% 00.20% 00.11%
========== ========== ============
</TABLE>
See notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
UMB Bank, N.A.
Pooled Income Fund for Employee Trusts
Statements of Participants' Interest
Year ended October 31,
1993 1994 1995
Units Amount Units Amount Units Amount
<S> <C> <C> <C> <C> <C> <C>
Participants' interest 1,843,063 $76,628,864 1,524,863 $65,558,022 1,354,317 $60,527,868
at beginning of year
From investment
activities
Net investment income 2,340,346 2,405,067 3,830,865
Net realized gain on
investments sold,
matured or redeemed --- 313 21,562
Net unrealized gain
(loss) on investments 4,846 (52,034) 52,828
___________ ____________ ___________
Net increase from
investment activities 2,345,192 2,353,346 3,905,255
___________ ____________ ___________
From participating unit
transactions
Issuance of units 658,028 27,816,115 679,203 29,640,782 861,189 39,394,576
Redemption of units (976,228) (41,232,149) (849,749) (37,024,282) (828,887) (38,092,967)
_________ ___________ _________ ____________ ________ __________
Net increase (decrease)
from participating unit
transactions (318,200) (13,416,034) (170,546) (7,383,500) 32,302 1,301,609
_________ ____________ _________ ___________ _________ ___________
Participants' interest
at end of year 1,524,863 $65,558,022 1,354,317 $60,527,868 1,386,619 $65,734,732
========= =========== ========= =========== ========= ===========
Net asset value per
participating unit $42.99 $44.69 $47.41
========= ======== ========
</TABLE>
See notes to financial statements.
<PAGE>
UMB Bank, N.A.
Fund for Pooling Equity Investments of Employee Trusts
Fund for Pooling Debt Investments of Employee Trusts
Pooled Income Fund for Employee Trusts
NOTES TO FINANCIAL STATEMENTS
For the Three Years Ended October 31, 1995
1. Summary of Significant Accounting Policies
The accounting policies followed by the Bank, as Trustee, are in
accordance with the respective Trust Plans and Declarations of
the Funds dated December 5, 1955, (as amended on October 10,
1963), and December 27, 1974, and in conformity with generally
accepted accounting principles.
(1) Investment valuation:
Investments are stated at market value. Investments are
valued by the Trustee, utilizing prices quoted by security
dealers or brokers, investment bankers or statistical
services on the valuation date. Certain United States
government and agency obligations and corporate securities
are stated at cost. The amount of unaccredited discount for
these securities, which approximates the difference between
cost and market value, is reported in the statement of
assets and liabilities as accrued interest. The market
value of investments in participation units of other funds
is based on quoted redemption values on the valuation date.
(2) Security transactions and investment income:
Security transactions are accounted for on the trade date
the securities are purchased or sold. Realized gains and
losses from security transactions are recorded on an
identified cost basis. Dividend income is recorded on the
ex-dividend date. Interest income is recognized as earned.
(3) Investment income and net realized gains:
Investment income and gains on sales of investments are
retained by the Funds and invested.
(4) Income tax exemption:
Applicable statutes exempt the Funds from U.S. federal and
state income taxes.
(5) Participation units:
There is no par or stated value for participation units.
Trusts, for which the Bank is a fiduciary, may invest or
withdraw based on monthly valuations as of the prior month.
2. Stock Split
References to number of units and per unit amounts herein have
been restated to give retroactive effect to five-for-one and two-
for-one stock splits which occurred on May 11, 1994 for the Fund
for Pooling Equity Investments of Employee Trusts and Fund for
Pooling Debt Investments of Employee Trusts, respectively, which
were approved by unitholders of these Funds.
3. Subsequent Event
The Executive Committee of the Board of Directors of UMB Bank,
N.A. approved the merger, effective November 1, 1995, of certain
collective fund assets for retirement plans of the Bank of
Overland Park and Commercial National Bank into the Funds as a
result of the acquisition of such banks of UMB Financial
Corporation.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The expenses in connection with the issuance and
distribution of the securities being registered are set
forth below (all amounts are estimated except the
registration fee).
Registration fees . . . . . . . . . . . $ 5,112
Printing costs . . . . . . . . . . . . $ 4,000
Legal fees and Expenses . . . . . . . . $ 5,000
Accountants' fees and expenses . . . . $ 5,000
Other . . . . . . . . . . . . . . . . . $ 500
_______
Total $19,612
========
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Each of the Funds provide that the Trustee's liability for
losses incurred upon investments of the Fund shall exist only to
the extent provided for under the terms of the various respective
participating trusts and shall be neither increased nor decreased
by reason of any of the provisions of the Funds' declaration of
trust.
Under the terms of the UMB Bank, n.a. Defined Contribution
Plan and Trust Basic Plan Document, the Trustee may defend any
legal proceeding against a plan. However, the trustee is not
obligated to take any action that would subject to expense or
liability unless the Trustee is first indemnified to its sole
satisfaction.
The Articles of Association of UMB Bank, n.a. ("UMB")provide
that any person, his heirs, executors, or administrators, may be
indemnified or reimbursed by the Association for reasonable
expenses actually incurred in connection with any action, suit,
or proceeding, civil or criminal, to which he or they shall be
made a party by reason of his being or having been a director,
officer, or employee of the Association or any firm, corporation,
or organization which he served in any capacity at the request of
the Association; provided, however, that no person shall be so
indemnified or reimbursed in relation to any matter in such
action, suit, or proceeding as to which he shall finally be
adjudged to have been guilty of or liable for gross negligence or
willful misconduct or criminal acts in the performance of his
duties to the Association; and provided further, that no person
shall be so indemnified or reimbursed in relation to any matter
in such action, suit, or proceeding which has been made the
subject of a compromise settlement except with the approval of a
court of competent jurisdiction, or the holders of record of a
majority of the outstanding shares of the Association, or the
Board of Directors, acting by vote of directors not parties to
the same or substantially the same actin, suit, or proceeding,
constituting a majority of the whole number of the directors.
The foregoing right of indemnification or reimbursement shall not
be exclusive of other rights to which such person, his heirs,
executors, or administrators, may be entitled as a matter of law.
UMB Bancshares Financial Corporation ("UMBFC"), the parent
of UMB, maintains a policy of insurance under which the insurer
will, subject to certain conditions, defend the directors and
officers, against and indemnify them for any liability incurred
in their capacity as such. Section 351.355(1) and (2) of the
General and Business Corporation Law of the State of Missouri
provides that a corporation may indemnify any person who was or
is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding by reason of the
fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the
corporation as director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses, judgments, fines and amounts paid
in settlements actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful, except that, in the
case of an action or suit by or in the right of the corporation
may not indemnify such persons against judgments and fines and no
person shall be indemnified as to any claim, issue or matter as
to which such person shall have been adjudged to be liable of
negligence or misconduct in the performance of his duty to the
corporation, unless and only to the extent that the court in
which the action or suit was brought upon application determines
that such person is fairly and reasonably entitled to indemnity
for proper expenses. Section 351.355(3) provides that, to the
extent that a director, officer, employee or agent of the
corporation has been successful in the defense of any such
action, suit or proceeding or any claim, issue or matter therein,
he shall be indemnified against expenses, including attorney's
fees, actually and reasonably incurred in connection with such
action, suit or proceeding. Section 351.355(7) provides that a
Missouri corporation may provide additional indemnification to
any person indemnifiable under subsection (1) or (2), provided
such additional indemnification is authorized by the
corporation's articles of incorporation or an amendment thereto
or by a stockholder-approved bylaw or agreement, and provided
further that no person shall thereby be indemnified against
conduct which was finally adjudged to have been knowingly
fraudulent, deliberately dishonest or willful misconduct.
Article IX, Section 4 of the Bylaws of UMBFC provides that
registrant may extend to its directors and certain of its
officers and employees the indemnification specified in
subsections (1) and (2).
Section 410 of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), provides that any provision of an
agreement or instrument that purports to relieve a fiduciary,
such as the trustee of the Funds, from its obligations as a
fiduciary is void as against public policy except in limited
instances. A fiduciary may not be liable for the losses caused by
a co-fiduciary's failure to perform certain duties when such
duties had been allocated to the co-fiduciary, nor is a
fiduciary also not liable for the acts or omission of an
investment manager that had been appointed to manage assets of
the plan.
The Department of Labor (the "DOL") has adopted a regulation
2509.75-4 interpreting Section 410 of ERISA. Under that
regulation, the DOL permits indemnification agreements which do
not relieve a fiduciary of its obligations under ERISA but merely
permit another party to satisfy any liability incurred by the
fiduciary in the same manner as insurance purchased by an
employer or employee organization.
Notwithstanding the limitations on an agreement or
instrument to limit the obligations of a fiduciary, a plan, under
certain circumstances, a fiduciary and an employer or employee
organization may purchase insurance to cover the potential
liability of the fiduciary.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
Not Applicable.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The Exhibit numbers correspond to the numbers in the
Exhibit Table Item 601(a) of Regulation S-K. All items
incorporated by reference herein are incorporated
pursuant to Rule 411 under the Securities Act.
(1) Underwriting Agreement
Not Applicable
(2) Plan of Acquisition, Reorganization, Arrangement,
Liquidation or Succession
Not Applicable
(3) Articles of Incorporation and Bylaws
Not Applicable
(4) Instruments Defining the Rights of Security
Holders, Including Indentures
(4.1) UMB Bank, n.a. Master Plan and Trust for
Self-Employed Individuals, as amended
January 1, 1991, is attached as Exhibit
4.1 to post effective amendment no. 5 to
the Registrant's registration statement
on Form S-1 (Commission file no. 33-
27170) and is incorporated herein by
reference as Exhibit 4.1.
(4.2) Fund for Pooling Equity Investments of
Employee Trusts - Plan and Declaration,
as amended October 31, 1995, is attached
as Exhibit 4.2 to the Registrant's
Annual Report on Form 10-K for the year
ended October 31, 1995 (Commission file
no. 2-58109) and is incorporated herein
by reference as Exhibit 4.2.
(4.3) Fund for Pooling Debt Investment of
Employee Trusts - Plan and Declaration,
as amended October 31, 1995, is attached
as Exhibit 4.3 to the Registrant's
Annual Report on Form 10-K for the year
ended October 31, 1995 (Commission file
no. 2-58109) and is incorporated herein
by reference as Exhibit 4.3.
(4.4) Pooled Income Fund for Employee Trusts
Plan and Declaration of Trust, as
amended dated October 31, 1995, is
attached as Exhibit 4.4 to the
Registrant's Annual Report on Form 10-K
for the year ended October 31, 1995
(Commission file no. 2-58109) and is
incorporated herein by reference as
Exhibit 4.4.
(4.5) UMB Bank, n.a. Defined Contribution Plan
and Trust Adoption Agreement Creating a
Profit Sharing Plan and Trust
(Nonstandardized Form), as revised March
1990, Internal Revenue Service Serial
Number D345327a is attached as Exhibit
4.5 to post effective amendment no. 5 to
the Registrant's registration statement
on Form S-1 (Commission file no. 33-
27170) and is incorporated herein by
reference as Exhibit 4.5.
(4.6) UMB Bank, n.a. Defined Contribution Plan
and Trust Adoption Agreement Creating a
Profit Sharing Plan and Trust
(Standardized Form), as revised March
1990, Internal Revenue Service Serial
Number D245328a is attached as Exhibit
4.6 to post effective amendment no. 5 to
the Registrant's registration statement
on Form S-1 (Commission file no. 33-
27170) and is incorporated herein by
reference as Exhibit 4.6.
(4.7) UMB Bank, n.a. Defined Contribution Plan
and Trust Adoption Agreement Creating a
Money Purchase Pension Plan and Trust
(Nonstandardized Form), as revised March
1990, Internal Revenue Service Serial
Number D345329a is attached as Exhibit
4.7 to post effective amendment no. 5 to
the Registrant's registration statement
on Form S-1 (Commission file no. 33-
27170) and is incorporated herein by
reference as Exhibit 4.7.
(4.8) UMB Bank, n.a. Defined Contribution Plan
and Trust Adoption Agreement Creating a
Money Purchase Pension Plan and Trust
(Standardized Form), as revised January
1991, Internal Revenue Service Serial
Number D245330a is attached as Exhibit
4.8 to post effective amendment no. 5 to
the Registrant's registration statement
on Form S-1 (Commission file no. 33-
27170) and is incorporated herein by
reference as Exhibit 4.8.
(4.9) UMB Bank, n.a. Defined Contribution Plan
and Trust Adoption Agreement Creating a
Profit Sharing Plan and Trust
(Standardized Form - Basic), as revised
March 1990, Internal Revenue Service
Serial Number D245331a is attached as
Exhibit 4.9 to post effective amendment
no. 5 to the Registrant's registration
statement on Form S-1 (Commission file
no. 33-27170) and is incorporated herein
by reference as Exhibit 4.9.
(4.10) UMB Bank, n.a. Defined Contribution Plan
and Trust Adoption Agreement Creating a
Money Purchase Pension Plan and Trust
(Standardized Form), as revised March
1990, Internal Revenue Service Serial
Number D245332a is attached as Exhibit
4.10 to post effective amendment no. 5
to the Registrant's registration
statement on Form S-1 (Commission file
no. 33-27170) and is incorporated herein
by reference as Exhibit 4.10.
(5) Opinion re Legality
The opinion and consent of Watson & Marshall L.C.
dated February 15, 1996 is attached hereto as
Exhibit 5.
(6) Opinion re Discount on Capital Shares
Not Applicable
(7) Opinion re Liquidation Preference
Not Applicable
(8) Opinion re Tax Matters
Not Applicable
(9) Voting Trust Agreement
Not Applicable
(10) Material Contracts
Not Applicable
(11) Statement re Computation of Per Share Earnings
Not Applicable
(12) Statement re Computation of Ratios
Not Applicable
(14) Material Foreign Patents
Not Applicable
(15) Letter re Unaudited Interim Financial Information
Not Applicable
(16) Letter re Change in Certifying Accountant
Not Applicable
(21) Subsidiaries of the Registrant
Not Applicable
(23) Consents of Experts and Counsel
The Consent of Ernst & Young LLP, independent
auditors dated February 15, 1996 is attached
hereto as Exhibit 23.
The Consent of Watson & Marshall L.C. dated
February 15, 1996, is included in Exhibit 5
attached hereto.
(24) Power of Attorney
Not Applicable
(25) Statement re Eligibility of Trustee
Not Applicable
(26) Invitation for Competitive Bids
Not Applicable
(27) Financial Data Schedule
Not Applicable
(28) Information from Reports Furnished to State
Insurance Regulatory Authorities
Not Applicable
(99) Additional Exhibits
Not Applicable
(b) Financial Statement Schedules
The following financial statements and schedules are
all of the financial statements and schedules filed as
part of this Registration Statement. Each is contained
in Part II of the Prospectus included as part of this
Registration Statement. The report of independent
auditors dated December 8, 1995 and the notes to
financial statements for the three years ended October
31, 1995 are also included therewith.
Fund for Pooling Equity Investments of Employee Trusts:
Statements of Assets and Liabilities, October 31,
1995 and 1994
Statements of Investments Held, October 31, 1995
and 1994
Statements of Operations, three years ended
October 31, 1995
Statements of Participants' Interest, three years
ended October 31, 1995
Fund for Pooling Debt Investments for Employee Trusts:
Statements of Assets and Liabilities, October 31,
1995 and 1994
Statements of Investments Held, October 31, 1995
and 1994
Statements of Operations, three years ended
October 31, 1995
Statements of Participants' Interest, three years
ended October 31, 1995
Pooled Income Fund for Employee Trusts:
Statements of Assets and Liabilities, October 31,
1995 and 1994
Statements of Investments Held, October 31, 1995
and 1994
Statements of Operations, three years ended
October 31, 1995
Statements of Participants' Interest, three years
ended October 31, 1995
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commissions such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
(Remainder of page intentionally left blank.)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the
following person in the capacities and on the dates indicated.
Dated this 15th day of February, 1996.
UMB Bank, n.a., as Trustee
for the Collective Investment Funds
By /s/David D. Miller
Executive Vice President
and Corporate Secretary
<PAGE>
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit Page
5. Opinion and Consent of Watson & Marshall L.C. dated February
15, 1996
23. Consent of Ernst & Young LLP, independent auditors dated
February 15, 1996
Exhibit 5
February 15, 1996
UMB Bank, n.a.
1010 Grand Avenue
Kansas City, MO 64106
Attention: David D. Miller, Executive Vice President
and Corporate Secretary
Re: Registration of Units of Participation in Collective
Investment Funds
Ladies and Gentlemen:
We have acted as counsel to UMB Bank, National Association
(the "Company"), in connection with registration of 150,000 units
of participation in the Equity Fund (as defined below) and 75,000
units of participation in the Debt Fund (as defined below)
(referred to collectively herein as the "Units"). The Company is
trustee of such Funds. We are rendering this opinion pursuant to
Item 16 of Form S-1 and Rule 601 of Regulation S-K.
We have examined and relied on the following in rendering
this opinion:
1. A draft dated February 15, 1996 of a registration
statement on Form S-1 for the Units (the "Registration
Statement");
2. The Articles of Association of the Company and its
Bylaws;
3. The UMB Bank Master Plan and Trust for Self-Employed
Individuals, as amended January 1, 1991 (the "Master
Plan");
4. The Plan and Declaration of Trust, as amended October
31, 1995 (the "Equity Plan Document"), creating the
Fund for Pooling Equity Investments of Employee Trusts
(the "Equity Fund") and the Plan and Declaration of
Trust, as amended October 31, 1995 (the "Debt Plan
Document"), creating the Fund for Pooling Debt
Investment of Employee Trusts (the "Debt Fund") (the
Equity Plan Document and the Debt Plan Document being
referred to collectively herein as the "Plan
Documents," and the Equity Fund and Debt Fund being
referred to collectively herein as the "Funds"); and
5. Such documents, certificates and records of public
officials and of the Company and its officers and other
documents and legal matters as we have deemed necessary
for the purpose of rendering this opinion.
Based on and subject to our examination and the assumptions,
exceptions, qualifications and limitations set forth herein, we
are of the opinion that the Units, when sold in accordance with
the terms and conditions of the Plan Documents and all other
necessary procedures, will be validly authorized and issued,
fully paid and nonassessable.
The foregoing opinion is subject to and based upon the
following assumptions (none of which have been independently
confirmed or investigated by us) and limitations, as well as the
others set forth elsewhere herein:
1. That the Company at all times hereafter continues in
existence and in good standing as a national banking
association and has the power and authority to act, and
continues to act, as trustee of the Funds;
2. That the Funds at all times hereafter continue in
existence and in good standing, and that the terms of
the Plan Documents are not hereafter materially changed
from those on the date of this opinion;
3. That at all times hereafter, the Units are issued and
sold in accordance with the terms and conditions of the
Plan Documents, and that the Funds receive
consideration for such Units in amounts equal to the
fair market value of the Units as determined in
accordance with the Plan Documents;
4. That at all times hereafter, any purchaser of the Units
is qualified to purchase under the terms of the Plan
Documents and the provisions of applicable law or
regulations; and
5. There are hereafter no material changes in any
applicable law or regulations and no change in any
material fact upon which the opinion is based.
In rendering this opinion, we have relied without
investigation on the respective representations, warranties,
covenants and agreements of the Company contained in the Plan
Documents that we examined, the Registration Statement and any
other document supplied or delivered or oral statements made by
or on its behalf of in connection with preparing the Registration
Statement, and the transactions contemplated thereby, and we have
assumed without investigation that such representations,
warranties, covenants and agreements were accurate, complete and
fair, and contained no omission of material facts, both on the
date made and on and as of the date of this opinion as though
made on the date hereof, and that each of the parties referred to
therein has complied with, performed or satisfied such
representations, warranties, covenants and agreements on their
part required to be complied with, performed or satisfied on or
before the date hereof.
In our examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us
as certified, conformed or copies or transmitted by telecopier
and the authenticity of the originals from which such copies or
telecopies were made.
We are admitted to the Bar of the State of Missouri, and we
express no opinion as to the laws of any jurisdiction other than
the laws of the State of Missouri. Further, our opinion is
intended to address only the specific legal issues directly and
explicitly referred to herein, as provided in Section 18
("Opinions by Implication") of the Legal Opinion Accord of the
American Bar Association, Section of Business Law (1991) (the
"Accord") and does not address any of the matters set forth in
Section 19 of the Accord; except to the extent expressly provided
in this sentence, however, this opinion does not adopt and is not
governed by the Accord.
This opinion is based on applicable law and our
understanding and assumption of factual matters at the date
hereof, and we disclaim any obligation to revise or supplement
this opinion based upon any change in applicable law or any
factual matter that occurs or comes to our attention after the
date hereof.
We know we have been referred to under the caption "Legal
Matters" in the prospectus included in the registration statement
to be filed with the Securities and Exchange Commission on or
about February 16, 1996, in substantially the same form as the
registration statement. We hereby consent to use of our name in
such prospectus and to the filing of this opinion and consent as
an exhibit to such Registration Statement. In giving such
consent, we do not admit that we are in the category of persons
whose consent is required under the Securities Act of 1933, as
amended.
Respectfully,
/s/WATSON & MARSHALL L.C.
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the use in this Post-Effective Amendment No. 1
to the Registration Statement and Prospectus of our report, dated
December 8, 1995, on the financial statements of the Fund for
Pooling Equity Investments of Employee Trusts, the Fund for
Pooling Debt Investments of Employee Trusts and the Pooled Income
Fund for Employee Trusts of UMB Bank, N.A. included herein.
ERNST & YOUNG LLP
Kansas City, Missouri
February 15, 1996
