PROSPECTUS
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 replaces the Prospectus
initially delivered to investors in the Funds as of September 5,
1997, in order to update the financial data and certain other
information contained in the September 5, 1997 Prospectus. THIS
PROSPECTUS MAY ONLY BE USED WITH THE FINANCIAL STATEMENTS AND
RELATED NOTES SET FORTH IN PART TWO OF THIS PROSPECTUS 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 rise 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 March 13, 1998
(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 . . . . . . . . . . . . . . . . . . . 18
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 . . . . . . . . . . . . . . . . . 24
Reports. . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . 25
Additional Information . . . . . . . . . . . . . . . . . . . 25
Recommendation to Consult Advisors . . . . . . . . . . . . . 25
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
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, 1997 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,
1997 1996 1995 1994 1993
<S> <C> <C> <C> <C> <C>
Investment $ 2.49 $ 2.31 $ 2.26 $ 1.71 $ 1.52
income
Expenses .01 .01 .01 .01 .01
Net investment 2.48 2.30 2.25 1.70 1.51
income
Net realized and 13.75 5.92 5.70 1.80 4.09
unrealized gain
on investments
Net increase in 16.23 8.22 7.95 3.50 5.60
unit value
Unit value: 72.54 64.32 56.37 52.87 47.27
Beginning of
year
End of year $ 88.77 $ 72.54 $ 64.32 $ 56.37 $ 52.87
Ratio of 0.01% 0.01% 0.01% 0.01% 0.02%
expenses to
average
participants'
interest<F2>
Ratio of net 3.17% 3.28% 3.74% 3.12% 2.95%
investment
income to
average
participants'
interest<F2>
Ratio of net 17.83% 8.91% 9.32% 3.31% 8.17%
realized and
unrealized gain
on investments
to average
participants'
interest<F2>
Ratio of net 21% 12.19% 13.06% 6.43% 11.12%
increase from
investment
activities to
average
participants'
interest<F2>
Number of units 2,444,463 3,578,723 4,082,250 4,117,128 4,007,990
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,
1997 1996 1995 1994 1993
<S> <C> <C> <C> <C> <C>
Investment $ 4.10 $ 3.89 $ 3.33 $ 3.39 $ 3.68
income
Expenses .01 .01 .01 .01 .01
Net investment 4.09 3.88 3.32 3.38 3.67
income
Net realized .93 (.67) 3.82 (5.23) 1.75
and unrealized
gain (loss) on
investments
Net increase 5.02 3.21 7.14 (1.85) 5.42
(decrease) in
unit value
Unit value: 61.38 58.17 51.03 52.88 47.46
Beginning of
year
End of year $ 66.40 $ 61.38 $ 58.17 $ 51.03 $ 52.88
Ratio of 0.01% 0.01% 0.01% 0.01% 0.01%
expenses to
average
participants'
interest<F2>
Ratio of net 6.55% 6.52% 6.12% 6.53% 7.31%
investment
income to
average
participants'
interest<F2>
Ratio of net 0.94% (1.30%) 6.55% (10.20%) 3.40%
realized and
unrealized
gain (loss) on
investments to
average
participants'
interest<F2>
Ratio of net 7.49% 5.22% 12.67% (3.67%) 10.71%
increase
(decrease)
from
investment
activities to
average
participants'
interest<F2>
Number of 1,958,030 2,752,806 2,825,108 3,148,300 3,386,320
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,
1997 1996 1995 1994 1993
<S> <C> <C> <C> <C> <C>
Investment $ 2.84 $ 2.72 $ 2.67 $ 1.73 $ 1.41
income
Expenses - - - - -
Net investment 2.84 2.72 2.67 1.73 1.41
income
Net realized (.02) (.03) .05 (.03) -
and unrealized
gain (loss) on
investments
Net increase in 2.82 2.69 2.72 1.70 1.41
unit value
Unit value: 50.10 47.41 44.69 42.99 41.58
Beginning of
year
End of year $ 52.92 $ 50.10 $ 47.41 $ 44.69 $ 42.99
Ratio of net 5.45% 5.59% 6.07% 3.95% 3.32%
investment
income to
average
participants'
interest<F1>
Ratio of net 0.00% (.06%) 0.12% (0.10%) -
realized and
unrealized gain
(loss) on
investments to
average
participants'
interest<F1>
Ratio of net 5.45% 5.53% 6.19% 3.85% 3.32%
increase from
investment
activities to
average
participants'
interest<F1>
Number of units 661,185 884,822 1,386,619 1,354,317 1,524,863
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 September 30, 1997 were $3,665,081,000 and as
of the same date its deposits were $2,923,517,000 and its total
capital accounts were $358,947,000. 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 September 30, 1997, managed
approximately $11,500,000,000 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 at
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, 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
October 31, 1996 $72.54 $61.383 $50.103
October 31, 1997 $88.77 $66.40 $52.92
<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; Rochdale Securities;
Standard & Poor's Corporation; Morgan Stanley, Inc.; Boston
Institutional Services; Broadcort Capital Corp.; Capital
Institutional Services, Inc.; Paragon; Frank Russell; and Wm.
O'Neil, 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
set 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>
1997 1996 1995 1994 1993
<S> <C> <C> <C> <C> <C>
Equities and Convertibles
in Pooled Equity Fund 40.36% 24.23% 30.59% 16.32% 17.85%
Marketable Debt in Pooled
Debt Fund 44.22% 22.27% 20.78% 13.78% 30.80%
Pooled Income Fund 788.29% 828.79% 743.18% 438.62% 535.24%
<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 (excluding short-term
securities) 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.
(The remainder of page intentionally left blank.)
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 $160,000 (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 1/2 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
$5,000, 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 $5,000,
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 1/2 years unless the
Participant remains employed, and may be available upon reaching
the later of age 59 1/2 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 1/2, 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 1/2,
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 1/2 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 result in different tax
treatment for contributions and benefits from that which would
result 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 Spencer Fane Britt & Browne LLP of Kansas City, Missouri.
Partners in that firm hold approximately 5,626 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 partners and employees of Spencer Fane Britt & Browne LLP
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.
(The remainder of this page intentionally left blank.)
<PAGE>
FINANCIAL STATEMENTS
TABLE OF CONTENTS
Page
Report of Independent Auditors F-2
Fund for Pooling Equity Investments of Employee Trusts
Statements of Assets and Liabilities as of
October 31 1996 and 1997 F-3
Statements of Investments Held as of October 31,
1996 and 1997 F-4
Statements of Operations for the years ended
October 31, 1995, 1996, and 1997 F-9
Statements of Participants' Interest for the
years ended October 31, 1995, 1996, and 1997 F-10
Fund for Pooling Debt Investments of Employee Trusts
Statements of Assets and Liabilities as of
October 31, 1996 and 1997 F-11
Statements of Investments Held as of October 31,
1996 and 1997 F-12
Statements of Operations for the years ended
October 31, 1995, 1996, and 1997 F-17
Statements of Participants' Interest for the
years ended October 31, 1995, 1996, and 1997 F-18
Pooled Income Fund for Employee Trusts
Statements of Assets and Liabilities as of
October 31, 1996 and 1997 F-19
Statements of Investments Held as of October 31,
1996 and 1997 F-20
Statements of Operations for the years ended
October 31, 1995, 1996, and 1997 F-21
Statements of Participants' Interest for the
years ended October 31, 1995, 1996, and 1997 F-22
Notes to Financial Statements F-23
(The remainder of page intentionally left blank.)
<PAGE>
(LOG0) BAIRD City Center Square
KURTZ & 1100 Main Street, Suite 2700 http://www.bkd.com
DOBSON Kansas City, MO 64105-2112 Member of Moores
Certified Public 816 221-6300 Fax: 816 221-6380 Moores Rowland
Accountants International
Independent Accountants' Report
Board of Directors
UMB Bank, n.a.
Kansas City, Missouri
We have audited the accompanying statement of assets and liabilities 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. (the Funds), including the statement of
investments held, as of October 31, 1997, the related statement of operations
and participants' interest for the year then ended. These financial
statements are the responsibility of the Funds' management. Our responsi-
bility is to express an opinion on these financial statements based on our
audit. The statements of assets and liabilities and statements of investments
held of the Funds as of October 31, 1996, and the related statements of
operations and participants' interest for each of the two years in the period
ended October 31, 1996, were audited by other auditors whose report dated
November 15, 1996 expressed an unqualified opinion on those statements.
We conducted our audit 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 signifi-
cant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the 1997 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. as of October 31, 1997, the results of its operations and
the changes in its participants' interest for the year then ended, in
conformity with generally accepted accounting principles.
(Signed) BAIRD, KURTZ & DOBSON
Kansas City, Missouri
November 25, 1997
<PAGE>
<TABLE>
UMB BANK, n.a.
FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS
STATEMENTS OF ASSETS AND LIABILITIES
OCTOBER 31, 1997 AND 1996
<CAPTION>
October 31
1997 1996
Cost Market Cost Market
<S> <C> <C> <C> <C>
ASSETS
Investments:
Common stocks $129,558,673 $161,875,185 $166,352,044 $195,325,708
Commercial paper 49,763,553 49,763,553 60,617,285 60,617,285
Short-term money market fund 2,884,013 2,884,013 3,228,319 3,228,319
$182,206,239 $214,522,751 $230,197,648 259,171,312
Interest and dividends receivable 331,235 436,199
Receivable for securities sold 2,140,974
216,994,960 259,607,511
LIABILITIES
Audit fee payable 9,190 8,214
PARTICIPANTS' INTEREST, Equivalent to
$88.77 per unit on 2,444,463 units
outstanding in 1997 and $72.54 per unit
on 3,578,723 units outstanding in 1996 $216,985,770 $259,599,297
</TABLE>
See Notes to Financial Statements
<PAGE>
<TABLE>
UMB BANK, n.a.
FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS
STATEMENTS OF INVESTMENTS HELD
OCTOBER 31, 1997 AND 1996
<CAPTION>
1997 1996
Number of Number of
Shares Shares
or or
Principal Principal
Amount Cost Market Amount Cost Market
<S> <C> <C> <C> <C> <C> <C>
COMMON STOCKS - 1997, 75.5%;
1996, 75.4%
CONSUMER NONDURABLES - 1997,
7.6%;1996, 9.7%
BEVERAGES:
ANHEUSER BUSCH COMPANIES INC. 46,000 $ 1,020,361 $ 1,837,148 46,000 $ 1,020,361 $1,771,000
FOOD:
ARCHER DANIELS MIDLAND CO. 76,403 199,383 1,699,967 72,765 199,386 1,591,734
BOB EVANS FARMS INC. 165,000 3,134,137 3,124,770 165,000 3,134,137 2,062,500
BRINKER INTERNATIONAL 211,300 3,667,040 2,958,200 211,300 3,667,040 3,592,100
HEINZ (HJ) CO. 30,450 711,110 1,080,975
TOTAL FOOD 7,000,560 7,782,937 7,711,673 8,327,309
HEALTHCARE:
ALLEGIANCE CORPORATION 5,580 32,211 104,625
BARD C R INC. 104,700 2,643,317 2,905,425 104,700 2,643,317 2,957,775
BAXTER INTERNATIONAL INC. 27,900 394,761 1,293,863 27,900 394,761 1,161,338
BRISTOL MYERS SQUIBB CO. 38,000 1,204,654 4,018,500
COMMUNITY PSYCHIATRIC CENTERS 298,000 3,209,900 2,644,750
IMATION CORPORATION 1,400 6,937 38,325
MERCK & CO., INC. 10,000 21,616 892,500 17,100 38,901 1,263,262
TOTAL HEALTHCARE 3,059,694 5,091,788 7,530,681 12,188,575
HOUSEHOLD PRODUCTS:
RUBBERMAID INC. 64,250 1,842,229 1,546,048 64,250 1,842,229 1,493,812
PHOTOGRAPHY:
EASTMAN KODAK COMPANY 16,500 344,702 1,313,812
TOTAL CONSUMER NONDURABLES 12,922,844 16,257,921 18,449,646 25,094,508
SERVICES - 1997, 12.5%,
1996, 11.9%
MEDIA:
DUN & BRADSTREET 55,300 1,052,099 1,579,534 55,300 2,810,845 3,193,575
GANNETT CO., INC. 46,200 1,206,234 3,499,650
TOTAL MEDIA 1,052,099 1,579,534 4,017,079 6,693,225
RETAIL:
AMERICAN GREETINGS CORP. 113,000 3,155,602 3,919,744 158,000 4,535,617 4,631,454
ASCENT ENTERTAINMENT 44,871 270,090 443,101
BLOCK H&R INC. 93,200 3,190,470 3,448,400 125,000 4,308,301 3,109,375
COGNIZANT CORP. 1,348,339 1,975,075
DILLARDS INC. 44,000 1,148,150 1,699,500 139,000 4,357,060 4,413,250
DONNELLEY R R & SONS CO. 62,000 1,888,086 2,022,750
THE LIMITED INC. 64,724 1,253,170 1,525,092 64,724 1,253,170 1,189,303
TOYS 'R' US INC. 111,000 2,790,621 3,774,000 130,600 3,426,164 4,424,075
TOTAL RETAIL 15,044,528 18,807,662 17,880,312 17,767,457
TEXTILE AND APPAREL:
BASSETT FURNITURE INDUSTRY 132,000 3,080,904 3,696,000 162,600 3,858,917 3,638,175
BROWN GROUP INC. 84,600 2,365,705 1,279,575 84,600 2,365,705 1,744,875
STRIDE RITE CORP. 123,600 1,817,797 1,452,300 123,600 1,817,797 1,019,700
TOTAL TEXTILE AND APPAREL 7,264,406 6,427,875 8,042,419 6,402,750
TOTAL SERVICES 23,361,033 26,815,071 29,939,810 30,863,432
CONSUMER DURABLES - 1997, 3.5%;
1996, 2.8%
AUTOMOTIVE:
GENERAL MOTORS CORP. 6,800 220,957 364,650
GENUINE PARTS CO. 108,900 1,745,240 3,409,986 72,600 1,745,240 3,176,250
SUPERIOR INDUSTRIES 82,700 2,080,448 2,207,098
TOTAL AUTOMOTIVE 3,825,688 5,617,084 1,966,197 3,540,900
BUILDING:
MASCO CORP. 41,000 973,719 1,798,875 118,400 2,974,249 3,714,800
TOTAL CONSUMER DURABLES 4,799,407 7,415,959 4,940,446 7,255,700
CAPITAL GOODS - 1997, 17.7%;
1996, 20.8%
ELECTRICAL EQUIPMENT:
GENERAL ELECTRIC CO. 21,000 61,999 2,031,750
ELECTRONICS:
ELECTRONIC DATA SYSTEMS 78,400 2,888,355 3,033,139
SENSORMATIC ELECTRONICS 314,600 5,086,816 4,699,495 235,200 4,023,060 3,851,400
TANDEM COMPUTERS INC. 371,200 4,631,344 4,686,400
TOTAL ELECTRONICS 7,975,171 7,732,634 8,654,404 8,537,800
MACHINERY:
COOPER INDUSTRIES INC. 73,000 3,134,847 3,805,125 88,000 3,865,427 3,531,000
GIDDINGS & LEWIS 209,000 3,401,187 2,455,750
SNAP ON INC. 53,000 1,158,170 2,279,000 93,000 2,081,172 2,987,625
TOTAL MACHINERY 4,293,017 6,084,125 9,347,786 8,974,375
OFFICE EQUIPMENT:
DIGITAL EQUIPMENT CORP. 73,400 2,514,031 3,674,624 59,400 2,490,096 1,752,300
INTERNATIONAL BUSINESS
MACHINES CORP. 18,000 174,389 1,773,000 17,800 689,326 2,296,200
NOVELL INC. 480,400 7,034,665 4,053,615 322,400 5,634,056 2,982,200
TEXAS INSTRUMENTS INC. 69,000 3,598,950 3,320,625
TOTAL OFFICE EQUIPMENT 9,723,085 9,501,239 12,412,428 10,351,325
MISCELLANEOUS:
APPLIED MATERIALS 118,800 4,255,198 3,140,834
BROWNING FERRIS INDUSTRIES 101,300 2,929,865 3,292,250 158,600 4,658,892 4,163,250
CALGON CARBON CORP. 355,800 4,753,177 4,203,065 355,800 4,753,177 3,558,000
GLOBAL IND. TECH. 117,000 1,398,740 1,996,371 117,000 1,398,740 2,179,125
GRAINGER W W INC. 20,000 1,072,762 1,748,760 43,000 2,378,693 3,187,375
HILLENBRAND INDUSTRIES, INC. 79,800 2,364,044 3,411,450 123,575 3,690,426 4,572,275
WMX TECHNOLOGIES, INC. 96,000 2,631,424 3,300,000
TOTAL MISCELLANEOUS 12,518,588 14,651,896 23,766,550 24,100,859
TOTAL CAPITAL GOODS 34,509,861 37,969,894 54,243,167 53,996,109
BASIC MATERIALS - 1997, 14.5%;
1996, 12.5%
CHEMICALS:
AIR PRODUCTS & CHEMICALS INC. 22,000 578,535 1,320,000
ENGELHARD CORP. 177,400 3,853,792 3,082,325
MALLINCKRODT INC. 91,100 2,678,446 3,416,250 91,100 2,678,446 3,962,850
NALCO CHEMICAL CO. 80,000 1,698,734 3,200,000 113,900 2,833,435 4,143,112
TOTAL CHEMICALS 8,230,972 9,698,575 6,090,416 9,425,962
METAL AND MINING:
BRUSH WELLMAN INC. 74,300 999,245 1,787,881 74,300 999,245 1,402,413
CYPRUS AMAX MINERALS COMPANY 179,100 4,393,342 3,749,996 168,000 4,141,538 3,801,000
TOTAL METAL AND MINING 5,392,587 5,537,877 5,140,783 5,203,413
PAPER AND FORESTRY PRODUCTS:
UNION CAMP CORP. 62,800 2,900,601 3,403,006 46,100 2,055,017 2,247,375
WEYERHAEUSER CO. 61,700 1,786,408 2,946,175 61,700 1,786,408 2,830,488
TOTAL PAPER AND FORESTRY
PRODUCTS 4,687,009 6,349,181 3,841,425 5,077,863
PETROLEUM:
AMOCO CORP. 21,045 404,827 1,944,032 21,045 404,827 1,594,159
ATLANTIC RICHFIELD CO. 14,000 731,740 1,152,382 15,500 1,642,991 2,053,750
DRESSER INDUSTRIES INC. 45,000 783,534 1,895,625 67,900 1,242,179 2,240,700
KERR MCGEE CORP. 41,000 1,656,243 2,770,083 54,900 2,314,718 3,444,975
USX MARATHON GROUP 51,000 860,009 1,823,250 155,300 2,716,149 3,397,188
TOTAL PETROLEUM 4,436,353 9,585,372 8,320,864 12,730,772
TOTAL BASIC MATERIALS 22,746,921 31,171,005 23,393,488 32,438,010
TRANSPORTATION - 1997, 1.2%;
1996, 1.9%
RAILROADS:
NORFOLK SOUTHERN CORP. 10,000 149,792 891,250
UNION PACIFIC CORP. 16,000 240,340 980,000 26,200 534,964 1,470,475
UNION PACIFIC RESOURCES 21,511 245,260 529,708 22,189 260,618 610,198
TOTAL RAILROADS 485,600 1,509,708 945,374 2,971,923
TRUCKING:
CALIBER SYSTEMS INC. 74,000 2,786,230 1,248,750
ROADWAY EXPRESS INC. 37,000 563,687 1,026,750 37,000 563,687 587,375
TOTAL TRUCKING 563,687 1,026,750 3,349,917 1,836,125
TOTAL TRANSPORTATION 1,049,287 2,536,458 4,295,291 4,808,048
MULTIBUSINESS - 1997, .7%;
1996, .9%
MINNESOTA MINING & MANU-
FACTURING CO. 14,000 169,075 1,069,250
TRW INC. 26,000 829,465 1,488,500 13,000 829,465 1,176,500
TOTAL MULTIBUSINESS 829,465 1,488,500 998,540 2,245,750
UTILITIES - 1997, 16.8%;
1996, 12.9%
COMMUNICATION:
AT&T CORPORATION 92,500 3,015,705 4,520,938 62,850 2,097,848 2,199,750
BELL ATLANTIC CORPORATION 28,000 696,650 2,240,000 28,000 696,650 1,687,000
COMSAT CORP. 91,800 1,438,286 2,099,925 91,800 1,708,381 2,157,300
SPRINT CORP. 69,100 1,436,538 2,712,175
U S WEST INC. 74,300 1,762,072 2,958,106 74,300 1,762,072 2,256,863
US WEST MEDIA GROUP 35,000 545,807 883,750 74,300 1,183,552 1,160,938
TOTAL COMMUNICATION 7,458,520 12,702,719 8,885,041 12,174,026
ELECTRIC:
DOMINION RESOURCES, INC. VA 97,000 3,809,559 3,607,236 91,000 3,604,240 3,435,250
DUKE ENERGY CORP. 27,154 392,924 1,316,969
ENTERGY CORP. 123,600 2,965,155 3,012,750 123,600 2,965,155 3,460,800
FLORIDA PROGRESS CORP. 113,200 3,262,448 3,686,132 76,000 2,234,425 2,536,500
PANENERGY CORP. 26,000 392,930 1,001,000
SCANA CORP. 71,000 1,156,990 1,792,750 71,000 1,156,990 1,899,250
TEXAS UTILITIES CO. 43,550 1,458,305 1,562,356 43,700 1,464,914 1,769,850
UNION ELECTRIC CO. 61,600 2,217,842 2,321,581 61,600 2,217,842 2,379,300
TOTAL ELECTRIC 15,263,223 17,299,774 14,036,496 16,481,950
NATURAL GAS:
MAPCO INC. 118,000 2,742,675 3,894,000 149,800 3,600,343 4,662,525
MISCELLANEOUS:
WASTE MANAGEMENT INC. 96,000 2,631,424 2,226,048
TOTAL UTILITIES 28,095,842 36,122,541 26,521,880 33,318,501
FINANCE - 1997, 1.0%; 1996, 2.0%
BANKS:
FIRST CHICAGO NBD CORP. 48,900 1,481,688 2,493,900
INSURANCE:
LIBERTY CORP. SC 49,000 1,244,013 2,097,836 81,500 2,088,088 2,811,750
TOTAL FINANCE 1,244,013 2,097,836 3,569,776 5,305,650
TOTAL COMMON STOCKS 129,558,673 161,875,185 166,352,044 195,325,708
COMMERCIAL PAPER - 1997, 23.2%;
1996, 23.4%
AIG FUNDING, INC.,
DUE 12/17/96 1,000,000 991,300 991,300
ABBOTT LABORATORIES,
DUE 11/5/97 2,500,000 2,489,024 2,489,024
ABBOTT LABORATORIES,
DUE 11/27/96 2,000,000 1,991,590 1,991,590
ALUMINUM CO. OF AMERICA,
DUE 11/1/96 690,000 685,488 685,488
AMERICAN TELEPHONE & TELE.
CO., DUE 10/14/97 2,100,000 2,081,174 2,081,174
AMERICAN TELEPHONE & TELE.
CO., DUE 11/26/96 3,000,000 2,973,800 2,973,800
ATLANTIC RICHFIELD,
DUE 11/24/97 975,000 965,947 965,947
BELL ATLANTIC, DUE 11/5/97 2,000,000 1,995,722 1,995,722
BELLSOUTH, DUE 11/13/97 1,000,000 997,700 997,700
CAMPBELL CORP., DUE 11/13/97 2,000,000 1,986,909 1,986,909
CHEVRON OIL FINANCE CO.,
DUE 11/20/96 1,500,000 1,490,430 1,490,430
CHEVRON OIL FINANCE CO.,
DUE 12/20/96 2,450,000 2,429,121 2,429,121
COCA COLA COMPANY, DUE
12/4/97 2,000,000 1,986,957 1,986,957
COCA-COLA COMPANY,
DUE 11/24/97 2,500,000 2,483,000 2,483,000
COCA-COLA COMPANY,
DUE 11/22/96 2,000,000 1,987,867 1,987,867
COCA-COLA COMPANY,
DUE 12/3/96 2,000,000 1,986,133 1,986,133
COCA-COLA COMPANY,
DUE 12/6/96 2,000,000 1,987,338 1,987,338
DISNEY CORP., DUE 11/21/97 2,000,000 1,991,476 1,991,476
DISNEY CORP., DUE 12/16/97 1,500,000 1,489,478 1,489,478
DOVER CORP., DUE 11/18/96 1,000,000 995,488 995,488
DOW CHEMCIAL CORP.,
DUE 11/18/97 2,000,000 1,991,139 1,991,139
DOW CHEMICAL CORP.,
DUE 11/19/97 2,000,000 1,991,155 1,991,155
DOW CHEMICAL CORP.,
DUE 12/05/97 2,000,000 1,986,250 1,986,250
DUPONT (E.I.) DE NEMOURS,
INC., DUE 11/12/97 2,000,000 1,986,604 1,986,604
DUPONT (E.I.) DE NEMOURS,
INC., DUE 12/6/96 2,000,000 1,986,950 1,986,950
DUPONT (E.I.) DE NEMOURS,
INC., DUE 11/15/96 1,000,000 993,583 993,583
DUPONT (E.I.) DE NEMOURS,
INC., DUE 12/4/96 1,000,000 990,795 990,795
EMERSON ELECTRIC,
DUE 11/10/97 2,500,000 2,482,875 2,482,875
EMERSON ELECTRIC,
DUE 12/01/97 2,000,000 1,986,350 1,986,350
EMERSON ELECTRIC, DUE 12/2/97 1,000,000 995,111 995,111
EMERSON ELECTRIC, DUE 12/8/97 1,500,000 1,489,744 1,489,744
ENGELHARD CORP., DUE 11/14/97 1,000,000 995,425 995,425
GANNETT, INC., DUE 11/8/96 2,000,000 1,995,650 1,995,650
GENERAL MILLS, INC.,
DUE 11/26/96 2,500,000 2,489,467 2,489,467
HEINZ (H.J.) CO.,
DUE 12/12/97 2,000,000 1,986,300 1,986,300
INTERNATIONAL BUSINESS MACH,
DUE 11/12/96 1,500,000 1,486,650 1,486,650
INTERNATIONAL BUSINESS MACH,
DUE 11/19/96 850,000 842,364 842,364
INTERNATIONAL BUSINESS MACH,
DUE 11/22/96 2,000,000 1,987,167 1,987,167
INTERNATIONAL BUSINESS MACH,
DUE 11/1/96 950,000 944,059 944,059
INTERNATIONAL BUSINESS MACH,
DUE 11/6/96 500,000 497,889 497,889
MONSANTO CORP., DUE 11/7/97 1,475,000 1,461,705 1,461,705
MOTOROLA, INC., DUE 12/10/96 2,000,000 1,982,600 1,982,600
PENNY, (J.C.) FUNDING CORP.,
DUE 11/12/97 2,500,000 2,488,944 2,488,944
PENNY, (J.C.) FUNDING CORP.,
DUE 11/15/96 2,000,000 1,990,993 1,990,993
PEPSICO, INC., DUE 11/6/96 1,035,000 1,032,895 1,032,895
PHILLIP MORRIS COS., INC.,
DUE 11/7/97 2,000,000 1,991,187 1,991,187
PHILLIP MORRIS COS., INC.,
DUE 11/1/96 500,000 497,731 497,731
PHILLIP MORRIS COS., INC.,
DUE 12/10/96 2,000,000 1,986,686 1,986,686
PHILLIP MORRIS COS., INC.,
DUE 12/11/96 2,000,000 1,987,264 1,987,264
PHILLIP MORRIS COS., INC.,
DUE 12/13/96 2,000,000 1,986,950 1,986,950
PROCTOR & GAMBLE CO.,
DUE 11/14/97 2,000,000 1,991,507 1,991,507
PROCTOR & GAMBLE CO.,
DUE 12/23/97 1,000,000 990,864 990,864
PROCTOR & GAMBLE CO.,
DUE 11/12/96 2,000,000 1,990,756 1,990,756
PROCTOR & GAMBLE CO.,
DUE 1/24/97 2,000,000 1,974,236 1,974,236
PROGRESS CAPITAL, DUE 11/25/97 1,500,000 1,493,572 1,493,572
PROGRESS CAPITAL, DUE 11/13/96 1,000,000 997,954 997,954
RAYTHEON CO., DUE 11/19/96 1,750,000 1,742,881 1,742,881
SHELL OIL CO. SERIES A,
DUE 11/8/96 1,000,000 995,667 995,667
TOYS 'R' US, DUE 12/2/97 2,000,000 1,989,592 1,989,592
TOYS 'R' US, DUE 11/15/96 2,000,000 1,991,300 1,991,300
TOYS 'R' US, DUE 11/1/96 1,000,000 995,625 995,625
WAL-MART STORES, INC.,
DUE 12/2/96 1,275,000 1,266,712 1,266,712
XEROX CORPORATION,
DUE 11/14/97 1,000,000 997,842 997,842
XEROX CORPORATION,
DUE 11/12/96 1,500,000 1,489,899 1,489,899
XEROX CORPORATION,
DUE 11/8/96 2,000,000 1,986,525 1,986,525
XEROX CORPORATION,
DUE 12/13/96 2,000,000 1,987,482 1,987,482
TOTAL COMMERCIAL PAPER 49,763,553 49,763,553 60,617,285 60,617,285
SHORT-TERM MONEY MARKET FUND -
1997, 1.3%; 1996, 1.2%
SHORT-TERM MONEY MARKET FUND
OF UMB BANK, n.a. 2,884,013 2,884,013 2,884,013 3,228,319 3,228,319 3,228,319
TOTAL INVESTMENTS HELD $182,206,239$214,522,751 $230,197,648 $259,171,312
</TABLE>
See Notes to Financial Statements
<PAGE>
<TABLE>
UMB BANK, n.a.
FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS
STATEMENTS OF OPERATIONS
YEARS ENDED OCTOBER 31, 1997, 1996 AND 1995
<CAPTION>
1997 1996 1995
<S> <C> <C> <C>
INVESTMENT INCOME
Interest $ 2,997,417 $ 3,891,359 $ 3,855,343
Dividends 4,488,947 5,277,837 5,407,364
Total investment income 7,486,364 9,169,196 9,262,707
Audit expense 9,131 11,563 11,184
Foreign taxes 6,772
Net investment Income 7,477,233 9,157,633 9,244,751
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
Realized gain on investments sold,
matured or redeemed
Proceeds 733,528,663 907,344,217 725,215,369
Cost of investments 694,785,209 880,250,904 694,333,687
Net realized gain on investments sold,
matured or redeemed 38,743,454 27,093,313 30,881,682
Unrealized gain (loss) on investments
Beginning of year 28,973,664 30,113,618 37,955,084
End of year 32,316,511 28,973,664 30,113,618
Net unrealized gain (loss) on investments 3,342,847 (1,139,954) (7,841,466)
Net realized and unrealized gain on investments 42,086,301 25,953,359 23,040,216
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 49,563,534 $ 35,110,992 $ 32,284,967
TOTAL EXPENSE AS A PERCENT OF NET
INVESTMENT INCOME 0.12% 0.13% 0.19%
</TABLE>
See Notes to Financial Statements
<PAGE>
<TABLE>
UMB BANK, n.a.
FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS
STATEMENTS OF PARTICIPANTS' INTEREST
YEARS ENDED OCTOBER 31, 1997, 1996 AND 1995
<CAPTION>
1997 1996 1995
Units Amount Units Amount Units Amount
<S> <C> <C> <C> <C> <C> <C>
PARTICIPANTS' INTEREST,
Beginning of year 3,578,723 $ 259,599,297 4,082,250 $ 262,551,708 4,117,128 $ 232,073,838
FROM INVESTMENT ACTIVITIES
Net investment income 7,477,233 9,157,633 9,244,751
Net realized gain on investments
sold, matured or redeemed 38,743,454 27,093,313 30,881,682
Net unrealized gain (loss)
on investments 3,342,847 (1,139,954) (7,841,466)
Net increase from investment
activities 49,563,534 35,110,992 32,284,967
FROM PARTICIPATING UNIT TRANSACTIONS
Issuance of units 258,795 20,595,034 664,569 44,294,031 600,575 35,970,886
Redemption of units (1,393,055) (112,772,095)(1,168,096) (82,357,434) (635,453) (37,777,983)
Net decrease from
participating unit
transactions (1,134,260) (92,177,061) (503,527) (38,063,403) (34,878) (1,807,097)
PARTICIPANTS' INTEREST,
End of year 2,444,463 $ 216,985,770 3,578,723 $ 259,599,297 4,082,250 $ 262,551,708
NET ASSET VALUE PER PARTICI-
PATING UNIT $88.77 $72.54 $64.32
</TABLE>
See Notes to Financial Statements
<PAGE>
<TABLE>
UMB BANK, n.a.
FUND FOR POOLING DEBT INVESTMENTS OF EMPLOYEE TRUSTS
STATEMENTS OF ASSETS AND LIABILITIES
OCTOBER 31, 1997 AND 1996
<CAPTION>
1997 1996
Cost Market Cost Market
<S> <C> <C> <C> <C>
ASSETS
Investments:
United States Government and
Agency obligations $ 57,284,065 $ 59,598,463 $ 80,390,770 $ 81,657,383
Corporate bonds 65,873,924 67,594,174 81,407,772 82,264,963
Commercial paper 342,835 342,835 499,632 499,632
Short-term money market fund 330,312 330,312 1,804,054 1,804,054
$123,831,136 127,865,784 $164,102,228 166,226,032
Interest receivable 2,148,730 2,757,097
130,014,514 168,983,129
LIABILITIES
Audit fee payable 9,190 8,635
PARTICIPANTS' INTEREST, Equivalent to
$66.40 per unit on 1,958,030 units
outstanding in 1997 and $61.38 per
unit on 2,752,806 units outstanding
in 1996 $130,005,324 $168,974,494
</TABLE>
See Notes to Financial Statements
<PAGE>
<TABLE>
UMB BANK, n.a.
FUND FOR POOLING DEBT INVESTMENTS OF EMPLOYEE TRUSTS
STATEMENTS OF INVESTMENTS HELD
OCTOBER 31, 1997 AND 1996
<CAPTION>
1997 1996
Face Value Face Value
or Number or Number
of of
Units Cost Market Units Cost Market
<S> <C> <C> <C> <C> <C> <C>
UNITED STATES GOVERNMENT AND
AGENCY OBLIGATIONS - 1997,
46.6%;1996, 49.1%
UNITED STATES TREASURY NOTES,
4.75%, DUE 10/31/98 200,000 $ 199,472 $ 196,376
UNITED STATES TREASURY NOTES,
4.75%, DUE 9/30/98 225,000 224,208 221,063
UNITED STATES TREASURY NOTES,
5.125%, DUE 11/30/98 1,500,000 $ 1,420,898 $ 1,492,965 1,500,000 1,420,898 1,481,250
UNITED STATES TREASURY NOTES,
5.125%, DUE 12/31/98 100,000 99,717 98,688
UNITED STATES TREASURY NOTES,
5.125%, DUE 2/28/98 205,000 203,979 203,655
UNITED STATES TREASURY NOTES,
5.125%, DUE 3/31/98 225,000 224,363 223,524
UNITED STATES TREASURY NOTES,
5.125%, DUE 4/30/98 3,600,000 3,598,088 3,573,000
UNITED STATES TREASURY NOTES,
5.125%, DUE 6/30/98 500,000 499,609 495,625
UNITED STATES TREASURY NOTES,
5.25%, DUE 7/31/98 2,250,000 2,248,043 2,245,793 5,000,000 4,995,650 4,962,500
UNITED STATES TREASURY NOTES,
5.50%, DUE 9/30/97 240,000 239,585 240,074
UNITED STATES TREASURY NOTES,
5.50%, DUE 4/15/00 3,000,000 2,980,195 2,986,890 3,000,000 2,980,195 2,956,890
UNITED STATES TREASURY NOTES,
5.625%, DUE 2/15/06 500,000 473,672 490,155 500,000 473,672 475,470
UNITED STATES TREASURY NOTES,
5.75%, DUE 8/15/03 5,205,000 5,040,863 5,180,589 5,475,000 5,309,598 5,332,979
UNITED STATES TREASURY NOTES,
5.875%, DUE 2/15/04 1,000,000 945,547 1,002,190 1,000,000 945,547 977,500
UNITED STATES TREASURY NOTES,
5.875%, DUE 11/15/05 2,500,000 2,474,414 2,492,975 2,500,000 2,474,414 2,419,525
UNITED STATES TREASURY NOTES,
6.00%, DUE 10/15/99 290,000 284,887 290,998
UNITED STATES TREASURY NOTES,
6.00%, DUE 11/30/97 500,000 495,469 502,190
UNITED STATES TREASURY NOTES,
6.00%, DUE 12/31/97 1,500,000 1,448,672 1,507,500
UNITED STATES TREASURY NOTES,
6.375%, DUE 3/31/01 505,000 504,152 510,681
UNITED STATES TREASURY NOTES,
6.375%, DUE 6/30/97 300,000 299,304 301,875
UNITED STATES TREASURY NOTES,
6.375%, DUE 7/15/99 160,000 159,421 162,000
UNITED STATES TREASURY NOTES,
6.50%, DUE 8/15/97 565,000 564,801 569,593
UNITED STATES TREASURY NOTES,
6.50%, DUE 8/15/05 500,000 493,438 518,125 500,000 493,438 505,315
UNITED STATES TREASURY NOTES,
7.00%, DUE 4/15/99 2,000,000 1,998,750 2,037,500 2,000,000 1,998,750 2,052,500
UNITED STATES TREASURY NOTES,
7.125%, DUE 10/15/98 195,000 194,206 199,935
UNITED STATES TREASURY NOTES,
7.25%, DUE 5/15/04 650,000 650,609 687,785
UNITED STATES TREASURY NOTES,
7.50%, DUE 10/31/99 500,000 494,219 516,875 500,000 494,219 520,940
UNITED STATES TREASURY NOTES,
7.75%, DUE 2/15/01 400,000 396,948 423,500 400,000 396,948 425,376
UNITED STATES TREASURY NOTES,
7.875%, DUE 8/15/01 150,000 149,336 160,969
UNITED STATES TREASURY NOTES,
8.00%, DUE 8/15/99 5,000,000 4,907,813 5,195,300 5,000,000 4,907,813 5,264,050
UNITED STATES TREASURY NOTES,
8.125%, DUE 2/15/98 1,000,000 998,594 1,007,190 3,000,000 2,995,781 3,090,930
UNITED STATES TREASURY NOTES,
8.50%, DUE 2/15/00 650,000 720,667 687,986 650,000 720,667 698,548
UNITED STATES TREASURY NOTES,
8.50%, DUE 11/15/00 125,000 124,395 135,899
UNITED STATES TREASURY NOTES,
8.625%, DUE 8/15/97 200,000 199,250 204,812
UNITED STATES TREASURY NOTES,
8.75%, DUE 10/15/97 290,000 289,502 298,610
UNITED STATES TREASURY NOTES,
9.00%, DUE 5/15/98 205,000 205,000 214,994
UNITED STATES TREASURY SECURI-
TIES STRIPPED COUPON,
DUE 8/15/02 3,270,000 1,473,135 2,494,389 3,270,000 2,167,246 2,301,262
FEDERAL HOME LOAN BANK,
3.00%,DUE 9/14/98 2,000,000 2,000,000 1,907,500 2,000,000 2,000,000 1,894,740
FEDERAL HOME LOAN BANK,
5.44%,DUE 10/15/03 1,000,000 908,790 971,560 1,000,000 908,790 945,940
FEDERAL HOME LOAN BANK,
6.513%,DUE 12/20/00 1,050,000 1,050,000 1,047,050
FEDERAL HOME LOAN BANK,
7.26%, DUE 9/6/01 500,000 497,813 522,655 500,000 497,813 520,315
FEDERAL HOME LOAN MORTGAGE,
6.55%, DUE 4/2/03 1,000,000 998,438 1,000,000 1,000,000 998,438 989,380
FEDERAL HOME LOAN MORTGAGE,
7.23%, DUE 5/23/05 1,300,000 1,300,000 1,323,972 1,300,000 1,300,000 1,309,347
FEDERAL NATIONAL MORTGAGE
ASSOCIATION, 5.10%,
DUE 7/22/98 3,000,000 3,000,938 2,994,390 3,000,000 3,000,938 2,965,320
FEDERAL NATIONAL MORTGAGE
ASSOCIATION, 5.45%,
DUE 10/14/03 1,000,000 999,531 972,190 1,000,000 999,531 946,560
FEDERAL NATIONAL MORTGAGE
ASSOCIATION, 5.80%,
DUE 12/10/03 1,000,000 996,875 989,060 1,000,000 996,875 965,310
FEDERAL NATIONAL MORTGAGE
ASSOCIATION, 5.93%,
DUE 9/26/03 1,000,000 1,000,000 981,900 1,000,000 1,000,000 959,500
FEDERAL NATIONAL MORTGAGE
ASSOCIATION, 6.10%,
DUE 2/10/00 500,000 499,531 503,125 500,000 499,531 499,530
FEDERAL NATIONAL MORTGAGE
ASSOCIATION, 6.45%,
DUE 4/23/01 1,000,000 1,000,000 1,018,600 1,000,000 1,000,000 1,009,200
FEDERAL NATIONAL MORTGAGE
ASSOCIATION, 7.55%,
DUE 4/22/02 1,000,000 1,000,000 1,064,690 1,000,000 1,000,000 1,059,690
FEDERAL NATIONAL MORTGAGE
ASSOCIATION, 7.65%,
DUE 3/10/05 500,000 499,453 548,125 500,000 499,453 533,280
FEDERAL NATIONAL MORTGAGE
ASSOCIATION, 7.76%,
DUE 5/5/05 275,000 275,000 280,802
FEDERAL NATIONAL MORTGAGE
ASSOCIATION, 7.95%,
DUE 11/25/19 174,663 177,665 177,446
FEDERAL NATIONAL MORTGAGE
ASSOCIATION, 8.35%,
DUE 11/10/99 1,600,000 1,590,031 1,675,504 1,600,000 1,590,031 1,700,000
FEDERAL NATIONAL MORTGAGE
ASSOCIATION, 8.70%,
DUE 6/10/99 750,000 750,000 797,107
GOVERNMENT NATIONAL MORTGAGE
ASSOCIATION, 7.50%,
DUE 6/20/02 203,718 184,749 205,666
GOVERNMENT NATIONAL MORTGAGE
ASSOCIATION, 8.00%,
DUE 2/20/02 28,438 26,908 29,082
GOVERNMENT NATIONAL MORTGAGE
ASSOCIATION, 8.00%,
DUE 5/20/02 102,869 98,031 105,207
GOVERNMENT NATIONAL MORTGAGE
ASSOCIATION, 8.25%,
DUE 3/15/02 174,662 173,893 180,373
GOVERNMENT NATIONAL MORTGAGE
ASSOCIATION, 8.50%,
DUE 12/15/01 60,806 59,135 63,189
GOVERNMENT NATIONAL MORTGAGE
ASSOCIATION, 8.50%,
DUE 7/20/01 12,488 12,621 12,901
GOVERNMENT NATIONAL MORTGAGE
ASSOCIATION, 8.50%,
DUE 9/20/01 40,362 40,342 41,696
GOVERNMENT NATIONAL MORTGAGE
ASSOCIATION, 9.00%,
DUE 12/20/01 26,431 26,479 27,553
GOVERNMENT NATIONAL MORTGAGE
ASSOCIATION, 9.50%,
DUE 10/15/08 150,557 148,628 159,052
GOVERNMENT NATIONAL MORTGAGE
ASSOCIATION, 9.50%,
DUE 6/20/03 72,921 72,391 76,410
GOVERNMENT NATIONAL MORTGAGE
ASSOCIATION, 10.00%,
DUE 3/20/03 28,775 28,827 30,130
GOVERNMENT NATIONAL MORTGAGE
ASSOCIATION, 10.50%,
DUE 2/20/03 44,602 44,998 46,712
ISRAEL STATE, UNITED STATES
GOVERNMENT GUARANTEED BOND,
5.25%, DUE 3/15/98 1,000,000 1,007,344 989,200
ISRAEL STATE, UNITED STATES
GOVERNMENT GUARANTEED BOND,
5.25% DUE 9/15/00 1,000,000 994,230 982,400 1,000,000 994,230 964,100
SMALL BUSINESS ADMINISTRATION
POOLS, 5.75%, DUE 1/1/04 493,140 493,140 483,277 571,174 571,174 554,039
SMALL BUSINESS ADMINISTRATION
POOLS, 6.54%, DUE 12/10/05 750,000 750,000 745,350 750,000 750,000 731,250
SMALL BUSINESS ADMINISTRATION
POOLS, 7.05%, DUE 9/1/12 749,944 749,944 734,945 828,550 828,550 797,479
SMALL BUSINESS ADMINISTRATION
POOLS, 7.35%, DUE 8/1/05 250,000 250,000 252,250
SMALL BUSINESS ADMINISTRATION
POOLS, 7.40%, DUE 8/1/12 810,958 810,958 810,958 849,005 849,005 837,332
SMALL BUSINESS ADMINISTRATION
POOLS, 7.44%, DUE 5/1/06 1,500,000 1,500,000 1,530,000 1,500,000 1,500,000 1,522,500
SMALL BUSINESS ADMINISTRATION
POOLS, 7.45%, DUE 12/1/12 218,149 218,149 214,877
SMALL BUSINESS ADMINISTRATION
POOLS, 7.55%, DUE 11/1/12 403,652 403,652 404,156 422,439 422,439 416,631
SMALL BUSINESS ADMINISTRATION
POOLS, 7.60%, DUE 1/1/12 1,134,157 1,120,200 1,139,828 1,245,501 1,231,544 1,242,387
SMALL BUSINESS ADMINISTRATION
POOLS, 8.15%, DUE 2/1/15 897,565 897,565 946,931 949,285 949,285 967,321
SMALL BUSINESS ADMINISTRATION
POOLS, 8.20%, DUE 2/10/05 396,573 395,892 406,884 475,457 474,640 485,561
SMALL BUSINESS ADMINISTRATION
POOLS, 8.25%, DUE 11/1/11 379,505 379,505 396,204 419,107 419,107 430,842
SMALL BUSINESS ADMINISTRATION
POOLS, 8.60%, DUE 9/1/11 167,959 170,478 175,517 180,858 183,570 188,996
SMALL BUSINESS ADMINISTRATION
POOLS, 8.625%, DUE 2/1/11 225,053 225,053 235,743 235,512 235,512 245,875
SMALL BUSINESS ADMINISTRATION
POOLS, 8.70%, DUE 12/1/09 814,343 804,843 880,794 901,503 892,003 934,408
SMALL BUSINESS ADMINISTRATION
POOLS, 8.80%, DUE 8/1/09 249,257 249,257 254,940 292,206 292,206 304,260
SMALL BUSINESS ADMINISTRATION
POOLS, 8.80%, DUE 1/1/10 317,295 317,295 331,970 347,494 347,494 361,828
SMALL BUSINESS ADMINISTRATION
POOLS, 8.85%, DUE 11/1/09 548,822 548,822 574,891 606,388 606,388 631,402
SMALL BUSINESS ADMINISTRATION
POOLS, 8.85%, DUE 8/1/11 212,274 218,642 223,736 240,463 247,677 252,787
SMALL BUSINESS ADMINISTRATION
POOLS, 8.95%, DUE 6/1/11 349,823 349,823 368,713 382,587 382,587 401,717
SMALL BUSINESS ADMINISTRATION
POOLS, 9.05%, DUE 9/1/09 365,442 365,442 385,541 421,498 421,498 444,680
SMALL BUSINESS ADMINISTRATION
POOLS, 9.10%, DUE 10/1/09 771,302 755,519 809,867
SMALL BUSINESS ADMINISTRATION
POOLS, 9.15%, DUE 7/1/11 499,305 499,305 532,344 554,096 554,096 588,727
SMALL BUSINESS ADMINISTRATION
POOLS, 9.25%, DUE 6/1/10 387,669 387,669 408,250 446,903 446,903 475,393
SMALL BUSINESS ADMINISTRATION
POOLS, 9.45%, DUE 2/1/10 328,456 328,456 348,985 381,077 381,077 405,847
SMALL BUSINESS ADMINISTRATION
POOLS, 9.50%, DUE 4/1/10 498,113 497,802 530,241 567,776 567,421 607,520
SMALL BUSINESS ADMINISTRATION
POOLS, 9.65%, DUE 5/1/10 467,496 467,496 520,172 517,424 517,424 554,938
TOTAL UNITED STATES GOVERNMENT
AND AGENCY OBLIGATIONS 57,284,065 59,598,463 80,390,770 81,657,383
CORPORATE BONDS - 1997, 52.9%;
1996, 49.5%
CONSUMER NONDURABLES - 1997,
5.9%; 1996, 4.8%
COSMETICS:
GILLETTE CO., 6.25%,
DUE 8/15/03 2,000,000 1,954,760 2,009,400 2,000,000 1,954,760 1,966,200
FOOD:
CAMPBELL SOUP CO., 9.00%,
DUE 11/1/97 500,000 498,700 515,800
MCDONALD'S CORP., 8.75%,
DUE 11/15/00 1,200,000 1,198,032 1,286,844 1,200,000 1,198,032 1,298,208
SARA LEE CORPORATION, 5.60%,
DUE 1/23/06 1,250,000 1,212,218 1,178,375 1,250,000 1,212,217 1,136,250
SARA LEE CORPORATION, 6.45%,
DUE 9/26/05 1,000,000 1,000,000 996,300 1,000,000 1,000,000 989,300
SARA LEE CORPORATION, 6.45%,
DUE 9/26/05 1,000,000 963,350 996,300 1,000,000 963,350 989,300
SYSCO CORPORATION, 7.00%,
DUE 5/1/06 1,000,000 1,000,000 1,047,500 1,000,000 1,000,000 1,018,700
TOTAL FOOD 5,373,600 5,505,319 5,872,299 5,947,558
TOTAL CONSUMER NONDURABLES 7,328,360 7,514,719 7,827,059 7,913,758
SERVICES - 1997, 5.1%;
1996, 5.5%
RETAIL:
ALBERTSON'S INC., 6.18%,
DUE 3/22/00 1,000,000 1,000,000 999,300 1,000,000 1,000,000 995,700
DILLARD DEPARTMENT STORES
INC., 6.875%, DUE 6/1/05 825,000 818,251 828,910
PENNEY J.C., INC., 5.375%,
DUE 11/15/98 1,000,000 997,180 988,200
PENNEY J.C., INC., 6.125%,
DUE 11/15/03 2,500,000 2,444,520 2,475,750 2,500,000 2,444,520 2,425,750
PENNEY J.C., INC., 7.375%,
DUE 8/15/08 1,000,000 999,590 1,066,100 1,000,000 999,590 1,017,500
WAL-MART STORES INC.,
6.125%, 10/1/99 1,000,000 959,230 1,004,500 1,000,000 959,230 1,000,300
WAL- MART STORES INC.,
6.50%, 6/1/03 1,000,000 1,000,500 1,017,700 1,000,000 1,000,500 1,004,200
TOTAL RETAIL 6,403,840 6,563,350 8,219,271 8,260,560
HEALTHCARE:
LILLY ELI & CO., 6.25%,
DUE 3/15/03 850,000 789,421 834,190
TOTAL SERVICES 6,403,840 6,563,350 9,008,692 9,094,750
CONSUMER DURABLES - 1997,
2.4%;1996, 1.8
BUILDING:
ILLINOIS TOOL WORKS INC.,
5.875%, DUE 3/1/00 2,005,000 2,003,912 2,001,191 2,005,000 2,003,912 1,969,110
FURNITURE:
LEGGETT & PLATT INC.,
6.10%, DUE 9/9/03 1,000,000 1,000,000 984,490 1,000,000 1,000,000 954,150
TOTAL CONSUMER DURABLES 3,003,912 2,985,681 3,003,912 2,923,260
CAPITAL GOODS - 1997, 3.2%;
1996, 1.2%
ELECTRONICS:
TEXAS INSTRUMENTS INC.,
6.125%, DUE 2/1/06 1,000,000 932,930 984,400 500,000 465,240 474,450
OFFICE EQUIPMENT:
XEROX CORP., 7.15%,
DUE 8/1/04 1,000,000 957,350 1,045,400 1,000,000 957,350 1,012,800
INTERNATIONAL BUSINESS
MACHINES CORP., 7.50%,
DUE 6/15/13 500,000 497,355 516,250
TOTAL OFFICE EQUIPMENT 957,350 1,045,400 1,454,705 1,529,050
MISCELLANEOUS:
FLUOR CORP., 6.95%,
DUE 3/1/07 1,000,000 995,510 1,038,800
HONEYWELL INC., 7.00%,
DUE 3/15/07 1,000,000 967,210 1,045,900
TOTAL MISCELLANEOUS 1,962,720 2,084,700
TOTAL CAPITAL GOODS 3,853,000 4,114,500 1,919,945 2,003,500
BASIC MATERIALS - 1997, 4.1%;
1996, 3.1%
CHEMICALS:
DU PONT, (E.I.) DE NEMOURS
& CO. INC., 6.21%,
DUE 10/11/00 500,000 500,000 503,450 500,000 500,000 499,100
DOW CHEMICAL CO., 9.35%,
DUE 3/15/02 400,000 400,000 427,400 400,000 400,000 433,240
ENGLEHARD CORP., 7.00%,
DUE 8/1/01 1,000,000 998,060 1,030,900 1,000,000 998,060 1,020,800
TOTAL CHEMICALS 1,898,060 1,961,750 1,898,060 1,953,140
METALS:
ALUMINUM COMPANY OF AMERICA,
5.75%, DUE 2/1/01 1,000,000 970,080 993,500 1,000,000 970,080 975,700
OIL AND GAS:
AMOCO CANADA PETROLEUM CO.,
7.25%, DUE 12/1/02 715,000 712,469 755,112 715,000 712,469 747,676
DRESSER INDUSTRIES INC.,
6.25%, DUE 6/1/00 500,000 494,780 503,500 500,000 494,780 498,850
TOTAL OIL AND GAS 1,207,249 1,258,612 1,207,249 1,246,526
PAPER AND FORESTRY PRODUCTS:
INTERNATIONAL PAPER CO.,
8.05%, DUE 3/25/99 1,000,000 1,001,000 1,029,100 1,000,000 1,001,000 1,041,700
TOTAL BASIC MATERIALS 5,076,389 5,242,962 5,076,389 5,217,066
TRANSPORTATION - 1997, 5.9%;
1996, 4.5
AEROSPACE:
BOEING COMPANY, 6.35%,
DUE 6/15/03 750,000 749,025 755,925 750,000 749,025 743,925
RAILROAD:
NORFOLK & WESTERN RAILWAY
CO., EQUIP. TRUST CERTIFI-
CATE, 8.125%, DUE 11/15/02 1,320,000 1,291,094 1,412,532 1,320,000 1,291,094 1,432,860
UNION PACIFIC CORP.,
6.25%, DUE 3/15/99 1,000,000 1,000,000 1,003,800 1,000,000 1,000,000 1,000,300
UNION PACIFIC CORP.,
7.875%, DUE 2/15/02 1,000,000 1,000,000 1,054,120 1,000,000 1,000,000 1,053,420
UNION PACIFIC RAILROAD CO.,
6.15%, DUE 4/1/03 750,000 725,520 742,800 750,000 725,520 741,750
UNION PACIFIC RAILROAD CO.,
EQUIP. TRUST NO. 2 SERIES
88, 7.01%, DUE 6/1/04 1,500,000 1,500,000 1,568,460 1,500,000 1,500,000 1,535,475
UNION PACIFIC RESOURCES
GROUP, 7.00%, DUE 10/15/06 1,000,000 994,120 1,038,900 1,000,000 994,120 1,011,300
TOTAL RAILROAD 6,510,734 6,820,612 6,510,734 6,775,105
TOTAL TRANSPORTATION 7,259,759 7,576,537 7,259,759 7,519,030
UTILITIES - 1997, 22.0%;
1996, 24.4%
COMMUNICATION:
BELLSOUTH TELECOMM,
6.25%, DUE 5/15/03 1,500,000 1,493,355 1,499,070 1,500,000 1,493,355 1,475,625
BELL TELEPHONE OF PENNSYL-
VANIA, 6.125%, DUE 3/15/03 1,000,000 989,000 999,700 1,000,000 989,000 984,700
GTE CALIFORNIA INC.,
5.625%,DUE 2/1/01 1,500,000 1,482,885 1,476,150 1,500,000 1,482,885 1,455,600
GTE CALIFORNIA INC., 6.75%,
DUE 3/15/04 1,000,000 954,121 1,014,300 1,850,000 1,793,929 1,851,850
GTE CORP., 9.375%,
DUE 12/1/00 500,000 497,750 550,500
GTE SOUTH, 6.00%,
DUE 2/15/08 1,000,000 993,250 970,800 1,000,000 993,250 925,700
PACIFIC BELL TELEPHONE CO.,
6.25%, DUE 3/1/05 1,000,000 995,910 960,000
SOUTHERN NEW ENGLAND
TELECOM CORP., 7.00%,
DUE 8/15/05 750,000 742,035 756,225
SOUTHWESTERN BELL TELEPHONE
COMPANY, 5.75%, DUE 9/1/04 1,000,000 996,430 960,700 1,000,000 996,430 936,400
SOUTHWESTERN BELL TELEPHONE
COMPANY, 5.77%,
DUE 10/14/03 500,000 500,000 475,700
SOUTHWESTERN BELL TELEPHONE
COMPANY, 6.125%,
DUE 3/12/01 500,000 500,000 493,600
UNITED TELEPHONE COMPANY OF
FLORIDA, 6.25%,
DUE 5/15/03 1,500,000 1,487,925 1,501,350 1,500,000 1,487,925 1,480,200
US WEST COMMUNICATIONS INC.,
6.125%, DUE 11/15/05 325,000 320,125 310,148
US WEST COMMUNICATIONS INC.,
6.375%, DUE 10/15/02 250,000 249,300 248,600
TOTAL COMMUNICATION 8,396,966 8,422,070 13,041,894 12,904,848
ELECTRIC:
CAROLINA POWER & LIGHT,
5.00%, DUE 9/15/98 1,500,000 1,497,555 1,478,700
CAROLINA POWER & LIGHT,
7.875%, DUE 4/15/04 500,000 495,220 540,900 500,000 495,220 533,050
DELMARVA POWER & LIGHT CO.,
7.50%, DUE 5/1/99 1,000,000 995,140 1,023,500 1,000,000 995,140 1,032,000
DUKE POWER CO., 7.00%,
DUE 6/1/00 2,500,000 2,425,825 2,531,250 2,500,000 2,425,825 2,540,625
EMERSON ELECTRIC CO.,
6.30%, DUE 11/1/05 3,000,000 2,988,870 3,011,100 3,000,000 2,988,870 2,908,200
FLORIDA POWER & LIGHT,
5.375%, DUE 4/1/00 1,000,000 997,020 988,100 1,000,000 997,020 967,500
FLORIDA POWER & LIGHT,
5.50%, DUE 7/1/99 1,000,000 987,500 981,800
FLORIDA POWER & LIGHT,
5.70%, DUE 3/5/98 1,000,000 1,000,000 1,000,200 1,000,000 1,000,000 997,700
GEORGIA POWER CO., 6.125%,
DUE 9/1/99 1,000,000 983,620 997,500
IDAHO POWER CO., 6.40%,
DUE 5/1/03 1,500,000 1,497,795 1,516,500 1,500,000 1,497,795 1,476,600
IOWA ELECTRIC LIGHT & POWER
COMPANY, 6.00%,
DUE 10/1/08 500,000 492,720 484,050 500,000 492,720 459,650
KANSAS CITY POWER & LIGHT
COMPANY, 6.50%, DUE 1/2/01 1,000,000 1,000,000 1,002,000
KANSAS CITY POWER & LIGHT
COMPANY, 7.15%,
DUE 5/14/99 1,000,000 1,000,000 1,018,300 1,000,000 1,000,000 1,024,700
MONOGAHELA POWER COMPANY,
5.625%, DUE 4/1/00 1,750,000 1,703,595 1,715,700
UNION ELECTRIC CO., 6.75%,
DUE 10/15/99 1,000,000 995,480 1,014,800 1,000,000 995,480 1,016,400
TOTAL ELECTRIC 12,888,070 13,128,700 19,060,340 19,132,125
GAS:
NORTHWEST NATURAL GAS
COMPANY, 5.98%, DUE
12/15/00 1,000,000 1,000,000 993,400 1,000,000 1,000,000 982,700
SOUTHERN CALIFORNIA GAS CO.,
6.50%, DUE 12/15/97 1,000,000 999,400 1,000,000
TENNESSEE GAS PIPELINE CO.,
9.00%, DUE 1/15/97 400,000 366,404 402,376
TOTAL GAS 1,000,000 993,400 2,365,804 2,385,076
DIVERSIFIED:
BALTIMORE GAS & ELECTRIC CO.,
6.50%, DUE 2/15/03 1,000,000 988,450 1,013,600 1,000,000 988,450 997,800
CONSOLIDATED EDISON CO. OF
NEW YORK, 6.625%,
DUE 2/1/02 750,000 742,358 753,675
CONSOLIDATED EDISON CO. OF
NEW YORK, 6.625%,
DUE 7/1/05 1,000,000 998,840 1,021,200 1,000,000 998,840 986,600
PACIFIC GAS & ELECTRIC
COMPANY, 6.25%, DUE 3/1/04 1,000,000 1,000,000 1,001,400 1,000,000 1,000,000 973,600
PUBLIC SERVICE COMPANY OF
OKLAHOMA, 6.02%, DUE 3/1/01 1,500,000 1,476,275 1,499,850 1,500,000 1,476,275 1,479,750
WEST TEXAS UTILITIES CO,
6.375%, DUE 10/1/05 1,000,000 988,100 997,800 1,000,000 988,100 963,500
TOTAL DIVERSIFIED 5,451,665 5,533,850 6,194,023 6,154,925
TOTAL UTILITIES 27,736,701 28,078,020 40,662,061 40,576,974
FINANCE - 1997, 4.3%;
1996, 4.1%
AMERITECH, 6.125%,
DUE 10/15/01 1,000,000 1,000,000 1,003,600
BANKER'S TRUST NEW YORK
CORP., 8.00%, DUE 3/15/97 450,000 388,282 454,095
CHEVRON CANANDA FINANCE LTD,
5.60%, DUE 4/1/98 1,250,000 1,249,063 1,250,125 1,250,000 1,249,063 1,245,125
NYNEX CORP., 6.25%,
DUE 3/15/03 1,000,000 967,900 1,006,880 1,000,000 967,900 976,250
NYNEX CAPITAL FUNDING CO.,
8.75%, DUE 12/1/04 2,000,000 1,995,000 2,257,800 2,000,000 1,995,000 2,212,500
SOUTHWESTERN BELL CAPITAL
CORP., 6.65%, DUE 7/14/98 900,000 900,000 912,420
SOUTHWESTERN BELL CAPITAL
CORP., 7.25%, DUE 7/24/00 500,000 500,000 513,950
TEXACO CAPITAL INC., 8.24%,
DUE 10/15/01 500,000 500,500 538,100
TOTAL FINANCE 5,211,963 5,518,405 6,500,745 6,852,440
OTHER - 1997, 0%; 1996, .1%
HARVARD UNIVERSITY MASSACHU
SETTS, 8.125%, DUE 4/15/07 150,000 149,210 164,185
TOTAL CORPORATE BONDS 65,873,924 67,594,174 81,407,772 82,264,963
COMMERCIAL PAPER - 1997, .3%;
1996, .3%
ARCHER DANIELS, DUE 11/3/97 343,000 342,835 342,835
MARSH & MCLENNAN COS., INC.,
DUE 11/5/96 500,000 499,632 499,632
TOTAL COMMERCIAL PAPER 342,835 342,835 499,632 499,632
SHORT-TERM MONEY MARKET FUND -
1997, .2%; 1996, 1.1%
SHORT-TERM MONEY MARKET
FUND OF UMB BANK, n.a. 330,312 330,312 330,312
SHORT-TERM MONEY MARKET
FUND OF UMB BANK, n.a. 1,804,054 1,804,054 1,804,054
TOTAL SHORT-TERM MONEY
MARKET FUND 330,312 330,312 1,804,054 1,804,054
TOTAL INVESTMENTS HELD $123,831,136 $127,865,784 $164,102,228 $166,226,032
</TABLE>
See Notes to Financial Statements
<PAGE>
<TABLE>
UMB BANK, n.a.
FUND FOR POOLING DEBT INVESTMENTS OF EMPLOYEE TRUSTS
STATEMENTS OF OPERATIONS
YEARS ENDED OCTOBER 31, 1997, 1996 AND 1995
<CAPTION>
1997 1996 1995
<S> <C> <C> <C>
INVESTMENT INCOME
Interest $9,653,774 $11,618,424 $9,951,449
Audit expense 9,190 9,826 11,212
Net investment income 9,644,584 11,608,598 9,940,237
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
Realized gain (loss) on investments sold,
matured or redeemed
Proceeds 121,162,314 77,110,680 64,769,427
Cost of investments 120,799,772 77,583,349 64,508,442
Net realized gain (loss) on investments sold,
matured or redeemed 362,542 (472,669) 260,985
Unrealized gain (loss) on investments
Beginning of year 2,123,804 3,232,868 (7,160,638)
End of year 3,150,137 2,123,804 3,232,868
Net unrealized gain (loss) on investments 1,026,333 (1,109,064) 10,393,506
Net realized and unrealized gain
(loss) on investments 1,388,875 (1,581,733) 10,654,491
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $11,033,459 $10,026,865 $20,594,728
TOTAL EXPENSE AS A PERCENT OF NET
INVESTMENT INCOME 0.10% 0.08% 0.11%
</TABLE>
See Notes to Financial Statements
<PAGE>
<TABLE>
UMB BANK, n.a.
FUND FOR POOLING DEBT INVESTMENTS OF EMPLOYEE TRUSTS
STATEMENTS OF PARTICIPANTS' INTEREST
YEARS ENDED OCTOBER 31, 1997, 1996 AND 1995
<CAPTION>
1997 1996 1995
Units Amount Units Amount Units Amount
<S> <C> <C> <C> <C> <C> <C>
PARTICIPANTS' INTEREST, Beginning
of year 2,752,806 $168,974,494 2,825,108 $164,323,270 3,148,300 $160,657,602
FROM INVESTMENT ACTIVITIES
Net investment income 9,644,584 11,608,598 9,940,237
Net realized gain (loss) on
investments sold, matured
or redeemed 362,542 (472,669) 260,985
Net unrealized gain (loss)
on investments 1,026,333 (1,109,064) 10,393,506
Net increase from invest-
ment activities 11,033,459 10,026,865 20,594,728
FROM PARTICIPATING UNIT TRANSACTIONS
Issuance of units 264,109 16,573,341 821,838 47,562,094 397,916 21,483,446
Redemption of units (1,058,885) (66,575,970) (894,140) (52,937,735) (721,108) (38,412,506)
Net decrease from partici-
pating unit transactions (794,776) (50,002,629) (72,302) (5,375,641) (323,192) (16,929,060)
PARTICIPANTS' INTEREST, End of year 1,958,030 $130,005,324 2,752,806 $168,974,494 2,825,108 $164,323,270
NET ASSET VALUE PER PARTICIPATING UNIT $66.40 $61.38 $58.17
</TABLE>
See Notes to Financial Statements
<PAGE>
<TABLE>
UMB BANK, n.a.
POOLED INCOME FUND FOR EMPLOYEE TRUSTS
STATEMENTS OF ASSETS AND LIABILITIES
OCTOBER 31, 1997 AND 1996
<CAPTION>
1997 1996
Cost Market Cost Market
<S> <C> <C> <C> <C>
ASSETS
Investments:
United States Government and Agency Obligations $ 3,745,361 $ 3,745,361 $12,130,715 $12,134,323
Commercial paper 25,888,682 25,888,682 29,525,599 29,525,599
Short-term money market fund 5,269,537 5,269,537 2,501,655 2,501,655
$34,903,580 34,903,580 $44,157,969 44,161,577
Interest receivable 89,885 173,726
34,993,465 44,335,303
LIABILITIES
Audit fee payable 3,369 2,750
PARTICIPANTS' INTEREST, Equivalent to
$52.92 per unit on 661,185 units outstanding
in 1997 and $50.10 per unit on 884,822 units
outstanding in 1996 $34,990,096 $44,332,553
</TABLE>
See Notes to Financial Statements
<PAGE>
<TABLE>
UMB BANK, n.a.
POOLED INCOME FUND FOR EMPLOYEE TRUSTS
STATEMENTS OF INVESTMENTS HELD
OCTOBER 31, 1997 AND 1996
<CAPTION>
1997 1996
Face Value Face Value
or Number or Number
of of
Units Cost Market Units Cost Market
<S> <C> <C> <C> <C> <C> <C>
UNITED STATES GOVERNMENTS AND
AGENCY OBLIGATIONS - 1997, 10.7%;
1996, 27.5%
FEDERAL FARM CREDIT BANK,
5.34%, DUE 12/2/96 1,000,000 $ 1,000,000 $ 1,000,000
FEDERAL FARM CREDIT BANK,
5.40%, DUE 12/2/96 1,000,000 998,438 1,000,000
FEDERAL FARM CREDIT BANK,
5.43%, DUE 3/3/97 500,000 500,000 499,928
FEDERAL FARM CREDIT BANK,
5.45%, DUE 11/1/96 500,000 500,000 500,155
FEDERAL FARM CREDIT BANK,
5.51%, DUE 12/1/97 2,000,000 $ 2,000,000 $ 2,000,000
FEDERAL HOME LOAN MORTGAGE
CORPORATION, DISCOUNT NOTE,
DUE 11/12/96 2,000,000 1,981,327 1,981,327
FEDERAL HOME LOAN MORTGAGE CORP,
DISCOUNT NOTE, DUE 11/13/96 1,000,000 992,528 992,528
FEDERAL HOME LOAN MORTGAGE
CORPORATION, DISCOUNT NOTE,
DUE 11/19/96 2,000,000 1,992,525 1,992,525
FEDERAL HOME LOAN MORTGAGE
CORPORATION, DISCOUNT NOTE,
DUE 12/11/96 2,000,000 1,985,885 1,985,885
FEDERAL HOME LOAN MORTGAGE
CORPORATION, DISCOUNT NOTE,
DUE 11/28/97 1,757,000 1,745,361 1,745,361
FEDERAL NATIONAL MORTGAGE
ASSOCIATION, DISCOUNT NOTE,
DUE 12/13/96 2,000,000 1,981,547 1,981,547
UNITED STATES TREASURY BILL,
DUE 1/9/97 1,000 988 988
UNITED STATES TREASURY BILL,
DUE 11/21/96 200,000 197,477 199,440
TOTAL UNITED STATES GOVERNMENT
AND AGENCY OBLIGATIONS 3,745,361 3,745,361 12,130,715 12,134,323
COMMERCIAL PAPER - 1997, 74.2%;
1996, 66.8%
AIR PRODUCTS, DUE 12/5/97 1,800,000 1,789,550 1,789,550
AMERICAN GREETINGS, DUE 11/20/97 1,800,000 1,794,183 1,794,183
AMERITECH, DUE 11/13/96 2,000,000 1,990,430 1,990,430
ARCHER DANIELS, DUE 11/5/96 2,000,000 1,997,951 1,997,951
BELL ATLANTIC, DUE 11/6/97 1,800,000 1,796,150 1,796,150
BELLSOUTH TELECOMMUNICATIONS,
DUE 12/3/96 1,700,000 1,691,126 1,691,126
DOW CHEMICAL, DUE 11/5/97 1,800,000 1,794,794 1,794,794
DUPONT, DUE 12/5/96 2,000,000 1,985,500 1,985,500
DUPONT, DUE 11/20/97 8,000,000 7,958,747 7,958,747
EMERSON, DUE 11/14/97 1,800,000 1,792,083 1,792,083
GENERAL RE, DUE 11/18/97 1,800,000 1,793,113 1,793,113
HEINZ (HJ) CO., DUE 12/4/96 2,000,000 1,985,417 1,985,417
HERSHEYS FOODS CORP., DUE 11/25/96 2,000,000 1,989,869 1,989,869
HEWLETT PACKARD COMPANY,
DUE 11/6/96 2,000,000 1,989,167 1,989,167
KIMBERLY CLARK, DUE 11/3/97 1,800,000 1,788,492 1,788,492
LACLEDE GAS, DUE 11/4/96 1,000,000 995,142 995,142
LACLEDE GAS, DUE 11/6/96 1,000,000 992,950 992,950
MERCK & CO., DUE 12/6/96 2,000,000 1,989,311 1,989,311
MOTOROLA, DUE 11/18/96 2,000,000 1,989,001 1,989,001
PROCTOR & GAMBLE, DUE 11/4/97 1,800,000 1,793,163 1,793,163
PROGRESS CAPITAL, DUE 11/19/97 1,800,000 1,794,162 1,794,162
SHELL OIL, DUE 11/17/97 1,800,000 1,794,245 1,794,245
SOUTH CAROLINA, DUE 11/4/96 2,000,000 1,989,989 1,989,989
SOUTHWESTERN BELL TELEPHONE,
DUE 11/7/96 2,000,000 1,984,927 1,984,927
WAL-MART, DUE 11/22/96 2,000,000 1,987,289 1,987,289
WALT DISNEY CO., DUE 12/16/96 2,000,000 1,984,019 1,984,019
WEYERHAUSER, DUE 11/26/96 2,000,000 1,983,511 1,983,511
TOTAL COMMERCIAL PAPER 25,888,682 25,888,682 29,525,599 29,525,599
SHORT-TERM MONEY MARKET FUND -
1997, 15.1%; 1996, 5.7%
SHORT-TERM MONEY MARKET
FUND OF UMB BANK, n.a. 5,269,537 5,269,537 5,269,537
SHORT-TERM MONEY MARKET
FUND OF UMB BANK, n.a. 2,501,655 2,501,655 2,501,655
TOTAL SHORT-TERM MONEY MARKET FUND 5,269,537 5,269,537 2,501,655 2,501,655
TOTAL INVESTMENTS HELD 34,903,580 $34,903,580 $44,157,969 $44,161,577
</TABLE>
See Notes to Financial Statements
<PAGE>
<TABLE>
UMB BANK, n.a.
POOLED INCOME FUND FOR EMPLOYEE TRUSTS
STATEMENTS OF OPERATIONS
YEARS ENDED OCTOBER 31, 1997, 1996 AND 1995
<CAPTION>
1997 1996 1995
<S> <C> <C> <C>
INVESTMENT INCOME
Interest $ 2,198,406 $ 2,963,509 $ 3,834,915
Audit expense 3,369 2,744 4,050
Net investment income 2,195,037 2,960,765 3,830,865
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
Realized gain (loss) on investments sold,
matured or redeemed
Proceeds 386,568,695 555,983,956 494,570,364
Cost of investments 386,567,132 556,011,916 494,548,802
Net realized gain (loss) on investments sold,
matured or redeemed 1,563 (27,960) 21,562
Unrealized gain (loss) on investments
Beginning of year 3,608 5,640 (47,188)
End of year 3,608 5,640
Net unrealized gain (loss) on investments (3,608) (2,032) 52,828
Net realized and unrealized gain (loss)
on investments (2,045) (29,992) 74,390
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 2,192,992 $ 2,930,773 $ 3,905,255
TOTAL EXPENSE AS A PERCENT OF NET
INVESTMENT INCOME 0.15% 0.09% 0.11%
</TABLE>
See Notes to Financial Statements
<PAGE>
<TABLE>
UMB BANK, n.a.
POOLED INCOME FUND FOR EMPLOYEE TRUSTS
STATEMENTS OF PARTICIPANTS' INTEREST
YEARS ENDED OCTOBER 31, 1997, 1996 AND 1995
<CAPTION>
1997 1996 1995
Units Amount Units Amount Units Amount
<S> <C> <C> <C> <C> <C> <C>
PARTICIPANTS' INTEREST, Beginning
of year 884,822 $ 44,332,553 1,386,619 $ 65,734,732 1,354,317 $60,527,868
FROM INVESTMENT ACTIVITIES
Net investment income 2,195,037 2,960,765 3,830,865
Net realized gain (loss) on invest-
ments sold, matured or redeemed 1,563 (27,960) 21,562
Net unrealized gain (loss)
on investments (3,608) (2,032) 52,828
Net increase from investment
activities 2,192,992 2,930,773 3,905,255
FROM PARTICIPATING UNIT TRANSACTIONS
Issuance of units 234,477 12,065,221 317,334 15,456,701 861,189 39,394,576
Redemption of units (458,114) (23,600,670) (819,131) (39,789,653) (828,887) (38,092,967)
Net increase (decrease) from
participating unit
transactions (223,637) (11,535,449) (501,797) (24,332,952) 32,302 1,301,609
PARTICIPANTS' INTEREST, End of year 661,185 $ 34,990,096 884,822 $ 44,332,553 1,386,619 $ 65,734,732
NET ASSET VALUE PER PARTICIPATING UNIT $52.92 $50.10 $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, 1997
NOTE 1: NATURE OF OPERATIONS AND 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.
The significant accounting policies and the nature of operations follow.
Nature of Operations
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 (Funds) provide a means through which funds, held by UMB
Bank, n.a. in its capacity as sole fiduciary or co-fiduciary, may be pooled
for diversification of investments. The Funds are managed by UMB Bank, n.a.
under regulation 9 of the Comptroller of the Currency relating to collective
investment funds. Regulation 9 specifies generally the form of trust,
accounting policies, investment powers, asset valuation, etc.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.
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 short-term
United States government and agency obligations and corporate securities are
stated at cost, which approximates market value. Certain investments are
stated at amortized cost. The amount of unaccreted 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.
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.
Investment Income and Net Realized Gains
Investment income and gains on sales of investments are retained by the
Funds and reinvested.
Income Tax Exemption
Applicable statutes exempt the funds from U.S. federal and state income
taxes.
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.
NOTE 2: MERGER
Effective November 1, 1995, certain collective fund assets for
retirement plans of the Bank of Overland Park and Commercial National Bank
merged into the Funds as a result of the acquisition of such banks by UMB
Financial Corporation. Assets with a market value of $10,809,038 and
$19,569,785 merged into the Pooled Equity Fund and Pooled Debt Fund,
respectively. These amounts are included in the issuance of units line on
the Statements of Participants' Interest.
