<PAGE>
Prospectus
Units of Participation
UMB Bank Collective Investment Funds
June 7, 1999
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 March 13, 1998, in order to update the financial data and certain other
information contained in the March 13, 1998 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 investment risk
including the possible loss of the principal invested. 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.
See "Risk Factors" on page 2 for a discussion of certain matters that should be
considered in evaluating an investment in the Units.
This Prospectus does not constitute an offering in any jurisdiction in which
such offering may not be legally made.
UMB Bank, National Association
Trust Department
1010 Grand Boulevard - Box 419692
Kansas City, Missouri 64141-6692
(816) 860-7474
<PAGE>
Risk Factors
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.
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.
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.
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<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 ............................................10
Investment of Participants' Accounts .....................................10
Summary of Units of Participation Values .................................10
Investment Management ....................................................10
Brokerage of Securities Transactions .....................................11
Investment Policies of the Collective Investment Funds........................11
Investment Objectives.....................................................11
Valuation of Funds' Assets................................................12
Turnover Rates............................................................12
UMB as Trustee of the Funds ..................................................12
UMB Bank Defined Contribution Plan and Trust .................................14
Definitions of Certain Terms .............................................14
Adoption of a Plan .......................................................15
UMB as Trustee of the Defined Contribution Plan and Trust ................16
Plan Administrator .......................................................16
Participation in the Plan ................................................16
Contributions ............................................................16
Restrictions on Investments ..............................................17
Vesting of Participant's Interest ........................................17
Benefits .................................................................17
Amendment and Termination ................................................18
Resignation, Removal and Succession of Trustee............................19
Taxes, Expenses and Fees .................................................19
Litigation ...............................................................19
Limitation of Liability of Trustee .......................................19
Federal Income Tax Consequences of UMB
Defined Contribution Plan and Trust ......................................20
Other Tax Consequences .......................................................21
Penalty Taxes .........................................................21
State Tax Consequences ................................................21
Reports ......................................................................21
Legal Matters ................................................................21
Additional Information .......................................................21
Recommendation to Consult Advisors ...........................................22
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, in 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 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, 1998 and the related notes
thereto as set forth in part two of this Prospectus. Past performance is no
guarantee of future results.
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Fund for Pooling Equity Investments of Employee Trusts
Selected Financial Information (Per Unit)1
<TABLE>
<CAPTION>
For the year ended October 31,
1998 1997 1996 1995 1994
------------ ------------ ------------ ------------ --------------
<S> <C> <C> <C> <C> <C>
Investment income $ 3.03 $ 2.49 $ 2.31 $ 2.26 $ 1.71
Expenses .00 .01 .01 .01 .01
------------ ------------ ------------ ------------ --------------
Net investment income 3.03 2.48 2.30 2.25 1.70
Net realized and unrealized gain on
investments 3.93 13.75 5.92 5.70 1.80
------------ ------------ ------------ ------------ --------------
Net increases in unit value 6.96 16.23 8.22 7.95 3.50
Unit Value:
Beginning of year 88.77 72.54 64.32 56.37 52.37
------------ ------------ ------------ ------------ --------------
End of year $95.73 $88.77 $72.54 $64.32 $56.37
============ ============ ============ ============ ==============
Ratio of expenses to average
participants' interest 0.00% 0.01% 0.01% 0.01% 0.01%
============ ============ ============ ============ ==============
Ratio of net investment income to
average participants' interest(2) 3.28% 3.17% 3.28% 3.74% 3.12%
Ratio of net realized and unrealized gain
on investments to average participants'
interest2 5.18% 17.83% 8.91% 9.32% 3.31%
------------ ------------ ------------ ------------ --------------
Ratio of net increase from investment
activities to average 8.46% 21.00% 12.19% 13.06% 6.43%
participants'interest2
============ ============ ============ ============ ==============
Number of units outstanding at
end of year 1,948,510 2,444,463 3,578,723 4,082,250 4,117,128
============ ============ ============ ============ ==============
</TABLE>
1 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.
2 Participants' interest is the total net assets of the Fund.
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Fund for Pooling Debt Investments of Employee Trusts
Selected Financial Information (Per Unit)1
<TABLE>
<CAPTION>
For the year ended October 31,
1998 1997 1996 1995 1994
------------ ------------ ------------ ------------ --------------
<S> <C> <C> <C> <C> <C>
Investment income $ 4.34 $4.10 $ 3.89 $3.33 $ 3.39
Expenses .01 .01 .01 .01 .01
------------------------------------------------------------------
Net investment income 4.33 4.09 3.88 3.32 3.38
Net realized and unrealized gain (loss) on
investments 2.41 .93 (.67) 3.82 (5.23)
------------------------------------------------------------------
Net increase (decrease) in unit value 6.74 5.02 3.21 7.14 (1.85)
Unit Value:
Beginning of year 66.40 61.38 58.17 51.03 52.88
------------------------------------------------------------------
End of Year $ 73.14 $ 66.40 $ 61.38 $ 58.17 $ 51.34
==================================================================
Ratio of expenses to average
participants' interest2 0.01% 0.01% 0.01% 0.01% 0.01%
==================================================================
Ratio of net investment income to average
participants' interest2 6.25% 6.45% 6.52% 6.12% 6.53%
Ratio of net realized and unrealized gain
(loss) on investments to average
participant's interest2 3.02% 0.93% (1.30%) 6.55% (10.20%)
------------------------------------------------------------------
Ratio of net increase (decrease) from
investment activities to average
participants interest2 9.27% 7.38% 5.22% 12.67% ( 3.67%)
=================================================================
Number of units outstanding
at end of year 1,592,285 1,958,030 2,752,806 2,825,108 3,148,300
=================================================================
</TABLE>
1 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.
2 Participants' interest is the total net assets of the Fund.
<PAGE>
Pooled Income Fund for Employee Trusts
Selected Financial Information (Per Unit)1
<TABLE>
<CAPTION>
For the year ended October 31,
1998 1997 1996 1995 1994
------------ ------------ ------------ ----------- ------------------
<S> <C> <C> <C> <C> <C>
Investment income $ 2.97 $ 2.84 $ 2.72 $ 2.67 $ 1.73
Expenses - - - - -
------------ ------------- ------------ -------------- --------------
Net investment income 2.97 2.84 2.72 2.67 1.73
Net realized and unrealized gain (loss) on
investments .15 (.02) (.03) .05 (.03)
------------ ------------- ------------ -------------- --------------
Net increase in unit value 3.12 2.82 2.69 2.72 1.70
Unit Value:
Beginning of year 52.92 50.10 47.41 44.69 42.99
------------ ------------- ------------ -------------- --------------
End of year 56.04 52.92 50.10 47.41 44.69
============ ============= ============ ============== ==============
Ratio of net investment income to average
participants' interest1 5.47% 5.53% 5.59% 6.07% 3.95%
Ratio of net realized and unrealized gain
(loss) on investments to average
participants' interest1 0.00% 0.00% (0.06%) 0.12% (0.10%)
------------ ------------- ------------ -------------- --------------
Ratio of net increase from investment
activities to average participants'
interest1 5.47% 5.53% 5.53% 6.19% 3.85%
============ ============= ============ ============== ==============
Number of units outstanding at
end of year 499,036 661,185 884,822 1,386,619 1,354,317
============ ============= ============ ============== ==============
</TABLE>
1 Participants' interest is the total net assets of the Fund.
<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, 1998 were
$3,825,739,000 and as of the same date its deposits were $3,042,451,000 and its
total capital accounts were $354,166,000. 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, 1998, managed approximately $14,500,000,000 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.
<PAGE>
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 attorney's 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.
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<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:
Valuation Date Pooled Equity Fund(1) Pooled Debt Fund(2) Pooled Income Fund
- -------------- --------------------- ------------------- ------------------
October 31, 1994 $56.37 $51.03 $44.69
October 31, 1995 $64.32 $58.17 $47.41
October 31, 1996 $72.54 $61.38 $50.10
October 31, 1997 $88.77 $66.40 $52.92
October 31, 1998 $95.73 $73.14 $56.04
(1) 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.
(2) 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.
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
<PAGE>
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; Standard & Poor's Corporation; Morgan Stanley, Inc.; Boston
Institutional Services; 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 sixty percent (60%) 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 consideration 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
<PAGE>
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.
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:
Annual Turnover Rates*
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
Equities and Convertibles
in Pooled Equity Fund 44.54% 40.36% 24.23% 30.59% 16.32%
Marketable Debt in Pooled
Debt Fund 32.11% 44.22% 22.27% 20.78% 13.78%
Pooled Income Fund 785.76% 788.29% 828.79% 743.18% 438.62%
*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.
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).
<PAGE>
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.
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<PAGE>
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 than 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.
<PAGE>
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 Trust: the trust fund held and administered under the Employer's Plan,
consisting of contributions thereto and income therefrom and increments thereon.
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.
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 Participation, 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.
<PAGE>
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 II 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.
<PAGE>
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 vested. 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
<PAGE>
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 Participants 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 by 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
<PAGE>
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's 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 Fund.
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.
<PAGE>
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. D345327a, D245328a, D345329a, D245330a,
D245331a, and D245332a. 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 Employees
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, hardship distributions 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 must then
claim the amount withheld as a credit on the recipient's federal income tax
return.
(6) Distributions of benefits an installment payments are generally subject to
income tax under the rules applying to annuities. The Participant has as cost
basis an amount equal to the total amount of his Nondeductible Voluntary
Contributions. The cost is spread over the period during which distributions
<PAGE>
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 has 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 Shook,
Hardy & Bacon L.L.P., 1010 Grand Boulevard, 5th Floor, P.O. Box 15607, Kansas
City, Missouri 64106. UMB or its affiliates may grant loans to partners and
employees of Shook, Hardy & Bacon L.L.P. 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.
<PAGE>
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 is intentionally left blank )
<PAGE>
FINANCIAL STATEMENTS
TABLE OF CONTENTS
Page
Report of Independent
Accountants..................................................................F-2
Fund for Pooling Equity Investments of Employee Trusts
- --------------------------------------------------------------------
Statements of Assets and Liabilities as of October 31, 1997 and 1998.........F-3
Statements of Investments Held as of October 31, 1997 and 1998...............F-4
Statements of Operations for the years ended
October 31, 1996, 1997 and 1998.......................................F-16
Statements of Participants' Interest for the years ended
October 31, 1996, 1997 and 1998.......................................F-17
Fund for Pooling Debt Investments of Employee Trusts
- -------------------------------------------------------------------
Statements of Assets and Liabilities as of October 31, 1997 and 1998........F-18
Statements of Investments Held as of October 31, 1997 and 1998..............F-19
Statements of Operations for the years ended
October 31, 1996, 1997 and 1998......................................F-30
Statements of Participants' Interest for the years ended
October 31, 1996, 1997 and 1998......................................F-31
Pooled Income Fund for Employee Trusts
- --------------------------------------------
Statements of Assets and Liabilities as of October 31, 1997 and 1998........F-32
Statements of Investments Held as of October 31, 1997 and 1998..............F-33
Statements of Operations for the years ended
October 31 1996, 1997 and 1998........................................F-35
Statements of Participants' Interest for the years ended
October 31, 1996, 1997 and 1998.......................................F-36
Notes to Financial Statements...............................................F-37
(The remainder of this page is intentionally left blank)
<PAGE>
Independent Accountants' Report
-------------------------------
Board of Directors
UMB Bank, n.a.
Kansas City, Missouri
We have audited the accompanying statements 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 statements of
investments held, as of October 31, 1998 and 1997, and the related statements of
operations and participants' interest for the years then ended. These financial
statements are the responsibility of the Funds= management. Our responsibility
is to express an opinion on these financial statements based on our audits. The
statements of operations and participants' interest for the year 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 audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of the Fund for
Pooling Equity Investments of Employee Trusts, the Fund for Pooling Debt
Investments of Employee Trusts and the Pooled Income Fund for Employee Trusts of
UMB Bank, n.a. as of October 31, 1998 and 1997, and the results of its
operations and the changes in its participants' interest for the years then
ended, in conformity with generally accepted accounting principles.
/s/BAIRD, KURTZ & DOBSON
Kansas City, Missouri
November 13, 1998
F-2
<PAGE>
UMB BANK, n.a.
FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS
STATEMENTS OF ASSETS AND LIABILITIES
OCTOBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
1998 1997
--------------------------------------------------------------
Cost Market Cost Market
ASSETS
Investments:
<S> <C> <C> <C> <C>
Common stocks ........................... $109,744,617 $121,395,246 $129,558,673 $161,875,185
Commercial paper ........................ 59,278,825 59,278,825 49,763,553 49,763,553
Short-term money market fund ............ 3,476,722 3,476,722 2,884,013 2,884,013
--------- --------- --------- ---------
$172,500,164 184,150,793 $182,206,239 214,522,751
============ ============
Interest and dividends receivable ........... 312,326 331,235
Receivable for securities sold .............. 2,074,761 2,140,974
------------ ------------
186,537,880 216,994,960
LIABILITIES
Audit fee payable .......................... 9,190 9,190
----------- ------------
PARTICIPANTS' INTEREST, Equivalent to
$95.73 per unit on 1,948,510 units
outstanding in 1998 and $88.77 per
unit on 2,444,463 units outstanding in 1997 $186,528,690 $216,985,770
============ ============
</TABLE>
See Notes to Financial Statements
F-3
<PAGE>
UMB BANK, n.a.
FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS
STATEMENT OF INVESTMENTS HELD
OCTOBER 31, 1998
1998
____________________________________
Number of
Shares or
Principal
Amount Cost Market
____________________________________
COMMON STOCKS - 65.9%
CONSUMER NONDURABLES - 9.2%
BEVERAGES:
ANHEUSER BUSCH COMPANIES INC. 46,000 $1,020,361 $2,737,000
FOOD:
ARCHER DANIELS MIDLAND CO ........... 187,223 1,888,565 3,124,377
BOB EVANS FARMS INC ................. 84,000 1,485,125 1,653,792
BRINKER INTERNATIONAL ............... 31,000 512,800 755,625
--------- --------- ---------
TOTAL FOOD ......................... 3,886,490 5,533,794
--------- ---------
HEALTHCARE:
BARD C R INC ......................... 75,000 1,851,069 3,201,600
BAXTER INTERNATIONAL INC ............. 12,000 117,870 719,256
--------- --------- ---------
TOTAL HEALTHCARE 1,968,939 3,920,856
--------- ---------
HOUSEHOLD PRODUCTS:
RUBBERMAID INC 47,000 1,297,239 1,559,836
------ --------- ---------
PHOTOGRAPHY:
EASTMAN KODAK COMPANY 41,400 2,384,418 3,208,500
------ --------- ---------
TOTAL CONSUMER NONDURABLES 10,557,447 16,959,986
---------- ----------
SERVICES - 8.9%
MEDIA:
DUN & BRADSTREET 47,000 787,495 1,333,625
------ ------- ---------
CONSULTING:
COTELLIGENT GROUP INC 19,000 424,250 358,625
------ ------- -------
RETAIL:
AMERICAN GREETINGS CORP ............. 37,800 981,120 1,516,725
ASCENT ENTERTAINMENT ................ 44,871 270,090 305,706
See Notes to Financial Statements
F-4
<PAGE>
UMB BANK, n.a.
FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS
STATEMENT OF INVESTMENTS HELD
OCTOBER 31, 1998
1998
____________________________________
Number of
Shares or
Principal
Amount Cost Market
____________________________________
DILLARDS INC ...................... 44,000 $1,148,150 $1,366,772
DONNELLEY R R & SONS CO ........... 62,000 1,888,086 2,673,750
THE LIMITED INC ................... 64,724 1,231,866 1,658,553
TOYS 'R' US INC ................... 125,000 3,046,086 2,445,375
------- --------- ---------
TOTAL RETAIL ......................... 8,565,398 9,966,881
--------- ---------
TEXTILE AND APPAREL:
BASSETT FURNITURE INDUSTRY .......... 106,000 2,422,192 2,411,500
BROWN GROUP INC ..................... 84,600 2,365,705 1,348,355
STRIDE RITE CORP .................... 110,000 1,503,651 1,003,750
------- --------- ---------
TOTAL TEXTILE AND APPAREL .................. 6,291,548 4,763,605
--------- ---------
TOTAL SERVICES 16,068,691 16,422,736
---------- ----------
CONSUMER DURABLES - 3.0%
AUTOMOTIVE:
GENUINE PARTS CO ................. 108,900 1,745,240 3,430,350
SUPERIOR INDUSTRIES .............. 82,700 2,080,448 2,165,748
------ --------- ---------
TOTAL AUTOMOTIVE ....................... 3,825,688 5,596,098
--------- ---------
TOTAL CONSUMER DURABLES .................. 3,825,688 5,596,098
--------- ---------
CAPITAL GOODS - 16.3%;
ELECTRICAL & NETWORKING EQUIPMENT:
CISCO SYSTEMS INC ................ 9,000 389,625 567,000
----- ------- -------
ELECTRONICS:
AMP INC ............................. 81,992 3,094,987 3,366,838
ELECTRONIC DATA SYSTEMS ............. 90,000 3,337,101 3,661,920
DIEBOLD INC ......................... 70,000 1,543,087 2,187,500
SENSORMATIC ELECTRONICS ............. 314,600 5,086,816 1,769,625
------- --------- ---------
TOTAL ELECTRONICS .................... 13,061,991 10,985,883
---------- ----------
MACHINERY & EQUIPMENT:
BRIGGS & STRATTON CORP ............ 33,000 1,456,484 1,551,000
COOPER INDUSTRIES INC ............. 13,000 477,074 573,625
SNAP ON INC ....................... 53,000 1,158,170 1,878,214
------ --------- ---------
TOTAL MACHINERY & EQUIPMENT ................ 3,091,728 4,002,839
--------- ---------
See Notes to Financial Statements
F-5
<PAGE>
UMB BANK, n.a.
FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS
STATEMENT OF INVESTMENTS HELD
OCTOBER 31, 1998
1998
____________________________________
Number of
Shares or
Principal
Amount Cost Market
____________________________________
OFFICE EQUIPMENT:
IBM CORP ................. 5,000 $ 35,562 $ 742,500
NOVELL INC ............... 310,000 3,526,165 4,611,250
------- --------- ---------
TOTAL OFFICE EQUIPMENT ................... 3,561,727 5,353,750
--------- ---------
MISCELLANEOUS:
BROWNING FERRIS INDUSTRIES .......... 20,000 516,300 708,760
CALGON CARBON CORP .................. 321,400 4,159,729 2,270,048
CROWN CORK & SEAL CO., INC .......... 59,700 1,551,622 1,902,938
GLOBAL IND. TECH .................... 317,800 3,340,027 2,761,046
GRAINGER W W INC .................... 31,000 831,180 1,427,953
------ ------- ---------
TOTAL MISCELLANEOUS ................... 10,398,858 9,070,745
---------- ---------
TOTAL CAPITAL GOODS .................... 30,503,929 29,980,217
---------- ----------
BASIC MATERIALS - 20.9%
CHEMICALS:
EASTMAN CHEMICAL CO .............. 14,900 857,429 875,375
ENGELHARD CORP ................... 197,000 4,201,456 4,137,000
HERCULES INC ..................... 47,000 2,134,383 1,565,711
MALLINCKRODT INC ................. 91,100 2,678,446 2,596,350
NALCO CHEMICAL CO ................ 80,000 1,698,734 2,475,040
------ --------- ---------
TOTAL CHEMICALS ...................... 11,570,448 11,649,476
---------- ----------
METAL AND MINING:
BRUSH WELLMAN INC ....................... 59,000 754,727 1,003,000
CYPRUS AMAX MINERALS COMPANY 235,500 5,241,105 2,929,149
KENNAMETAL INC .......................... 82,100 1,888,148 1,703,575
NEWMONT MINING CORP ..................... 110,000 2,661,307 2,337,500
WORTHINGTON INDUSTRIES .................. 161,000 2,230,000 2,183,643
------- --------- ---------
TOTAL METAL AND MINING ................... 12,775,287 10,156,867
---------- ----------
PAPER AND FORESTRY PRODUCTS:
UNION CAMP CORP ................ 82,000 3,604,953 3,526,000
WEYERHAEUSER CO ................ 61,700 1,786,408 2,888,362
------ --------- ---------
TOTAL PAPER AND FORESTRY PRODUCTS .............. 5,391,361 6,414,362
--------- ---------
See Notes to Financial Statements
F-6
<PAGE>
UMB BANK, n.a.
FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS
STATEMENT OF INVESTMENTS HELD
OCTOBER 31, 1998
1998
____________________________________
Number of
Shares or
Principal
Amount Cost Market
____________________________________
PETROLEUM:
AMOCO CORP ........................ 26,000 $ 932,930 $1,462,500
ATLANTIC RICHFIELD CO ............. 21,000 1,556,010 1,446,375
BAKER HUGHES INC .................. 110,000 2,239,267 2,426,930
HALLIBURTON CO .................... 45,000 783,534 1,620,000
KERR MCGEE CORP ................... 41,000 1,656,243 1,634,875
USX MARATHON GROUP ................ 51,000 860,009 1,667,088
------ ------- ---------
TOTAL PETROLEUM ....................... 8,027,993 10,257,768
--------- ----------
TOTAL BASIC MATERIALS .................. 37,765,089 38,478,473
---------- ----------
TRANSPORTATION - 8%
RAILROADS:
UNION PACIFIC CORP ................. 16,000 240,340 762,000
UNION PACIFIC RESOURCES ............ 21,511 245,260 279,643
------ ------- -------
TOTAL RAILROADS ........................ 485,600 1,041,643
------- ---------
TRUCKING:
ROADWAY EXPRESS INC ................ 37,000 563,687 511,081
------ ------- -------
TOTAL TRANSPORTATION ................... 1,049,287 1,552,724
--------- ---------
MULTIBUSINESS - .8%
TRW INC .................... 26,000 829,465 1,480,388
------ ------- ---------
UTILITIES - 6.0%
COMMUNICATION:
AT&T CORPORATION ............... 12,900 434,407 806,250
COMSAT CORP .................... 26,100 402,123 1,029,332
MOTOROLA INC ................... 64,700 3,752,738 3,364,400
------ --------- ---------
TOTAL COMMUNICATION .................... 4,589,268 5,199,982
--------- ---------
See Notes to Financial Statements
F-7
<PAGE>
UMB BANK, n.a.
FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS
STATEMENT OF INVESTMENTS HELD
OCTOBER 31, 1998
1998
____________________________________
Number of
Shares or
Principal
Amount Cost Market
____________________________________
ELECTRIC:
AMEREN CORPORATION ................. 34,000 $1,157,312 $1,357,892
DOMINION RESOURCES, INC. VA ........ 16,000 564,468 738,000
ENTERGY CORP ....................... 76,000 1,788,000 2,185,000
TEXAS UTILITIES CO ................. 33,000 1,045,973 1,443,750
------ --------- ---------
TOTAL ELECTRIC ....................... 4,555,753 5,724,642
--------- ---------
TOTAL UTILITIES 9,145,021 10,924,624
--------- ----------
TOTAL COMMON STOCKS 109,744,617 121,395,246
----------- -----------
COMMERCIAL PAPER - 32.2%
AMGEN INC., DUE 11/3/98 .................. 2,015,000 2,006,694 2,006,694
AMOCO CO., DUE 11/10/98 .................. 2,000,000 1,987,697 1,987,697
BECTON DICKENSON, DUE 12/7/98 ............ 2,025,000 2,013,705 2,013,705
CHEVRON USA INC., DUE 11/4/98 ............ 2,000,000 1,996,111 1,996,111
CHEVRON USA INC., DUE 11/9/98 ............ 2,500,000 2,494,015 2,494,015
CHEVRON USA INC., DUE 12/8/98 ............ 2,500,000 2,483,844 2,483,844
COCA-COLA COMPANY, DUE 11/20/98 .......... 2,500,000 2,484,979 2,484,979
DEERE AND COMPANY, DUE 11/25/98 .......... 2,500,000 2,489,769 2,489,769
DEERE AND COMPANY, DUE 12/4/98 ........... 575,000 571,442 571,442
DONNELLY R R & SONS CO., DUE 11/17/98 .... 1,500,000 1,495,775 1,495,775
DUPONT (E.I.) DE NEMOURS & CO.,
INC., DUE 11/3/98 ..................... 500,000 496,537 496,537
DUPONT (E.I.) DE NEMOURS & CO.,
INC., DUE 11/4/98 ..................... 2,000,000 1,986,776 1,986,776
DUPONT (E.I.) DE NEMOURS & CO.,
INC., DUE 12/11/98 .................... 2,500,000 2,484,313 2,484,313
DUKE POWER COMPANY, DUE 11/20/98 ......... 2,000,000 1,991,667 1,991,667
EASTMAN KODAK CO., DUE 11/20/98 .......... 2,000,000 1,987,191 1,987,191
GENERAL MILLS, INC., DUE 11/13/98 ........ 1,500,000 1,490,900 1,490,900
INTERNATIONAL BUSINESS
MACHINES, DUE 11/13/98 .................. 1,500,000 1,493,450 1,493,450
KIMBERLY-CLARK CORP., DUE 11/10/98 ....... 2,500,000 2,477,500 2,477,500
MARSH & MCCLENNON COS,
INC., DUE 11/2/98 ..................... 1,500,000 1,493,245 1,493,245
MONSANTO CORP., DUE 12/01/98 ............. 1,500,000 1,490,225 1,490,225
MOTOROLA, INC., DUE 11/10/98 ............. 2,500,000 2,465,750 2,465,750
MOTOROLA, INC., DUE 11/19/98 ............. 1,500,000 1,488,993 1,488,993
See Notes to Financial Statements
F-8
<PAGE>
UMB BANK, n.a.
FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS
STATEMENT OF INVESTMENTS HELD
OCTOBER 31, 1998
1998
____________________________________
Number of
Shares or
Principal
Amount Cost Market
____________________________________
PENNY, (J.C.) FUNDING CORP.,
DUE 11/24/98 .......................... 1,000,000 $ 993,998 $ 993,998
PENNY, (J.C.) FUNDING CORP.,
DUE 11/6/98 ........................... 4,000,000 3,973,555 3,973,555
PROGRESS CAPITAL HOLDINGS,
INC., DUE 11/10/98 .................... 2,500,000 2,488,333 2,488,333
PROGRESS CAPITAL HOLDINGS,
INC., DUE 11/2/98 ..................... 1,500,000 1,496,373 1,496,373
TEXACO INC., DUE 11/25/98 ................ 2,500,000 2,484,472 2,484,472
TEXACO INC., DUE 12/4/98 ................. 500,000 496,944 496,944
TOYS 'R' US, DUE 11/9/98 ................. 1,000,000 995,324 995,324
TOYS 'R' US, DUE 11/19/98 ................ 1,500,000 1,492,747 1,492,747
WISCONSIN ENERGY, DUE 11/19/98 ........... 2,500,000 2,490,569 2,490,569
XEROX CAPITAL EUROPE PLC,
DUE 11/18/98 .......................... 1,000,000 995,932 995,932
--------- ------- -------
TOTAL COMMERCIAL PAPER ................... 59,278,825 59,278,825
---------- ----------
SHORT-TERM MONEY MARKET FUND - 1.9%
SHORT-TERM MONEY MARKET
FUND OF UMB BANK, n.a ............ 3,476,722 3,476,722 3,476,722
--------- --------- ---------
TOTAL INVESTMENTS HELD ............... $172,500,164 $184,150,793
============ ============
See Notes to Financial Statements
F-9
<PAGE>
UMB BANK, n.a.
FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS
STATEMENT OF INVESTMENTS HELD
OCTOBER 31, 1997
1997
____________________________________
Number of
Shares or
Principal
Amount Cost Market
____________________________________
COMMON STOCKS - 75.5%
CONSUMER NONDURABLES - 7.6%
BEVERAGES:
ANHEUSER BUSCH COMPANIES INC ....... 46,000 $1,020,361 $1,837,148
------ ---------- ----------
FOOD:
ARCHER DANIELS MIDLAND CO ........... 76,403 199,383 1,699,967
BOB EVANS FARMS INC ................. 165,000 3,134,137 3,124,770
BRINKER INTERNATIONAL ............... 211,300 3,667,040 2,958,200
------- --------- ---------
TOTAL FOOD ......................... 7,000,560 7,782,937
--------- ---------
HEALTHCARE:
BARD C R INC ........................ 104,700 2,643,317 2,905,425
BAXTER INTERNATIONAL INC ............ 27,900 394,761 1,293,863
MERCK & CO., INC .................... 10,000 21,616 892,500
------ ------ -------
TOTAL HEALTHCARE ....................... 3,059,694 5,091,788
--------- ---------
HOUSEHOLD PRODUCTS:
RUBBERMAID INC .............. 64,250 1,842,229 1,546,048
------ --------- ---------
TOTAL CONSUMER NONDURABLES ............... 12,922,844 16,257,921
---------- ----------
SERVICES - 12.5%
MEDIA:
DUN & BRADSTREET ............... 55,300 1,052,099 1,579,534
------ --------- ---------
RETAIL:
AMERICAN GREETINGS CORP ............. 113,000 3,155,602 3,919,744
ASCENT ENTERTAINMENT ................ 44,871 270,090 443,101
BLOCK H&R INC ....................... 93,200 3,190,470 3,448,400
COGNIZANT CORP ...................... 50,400 1,348,339 1,975,075
DILLARDS INC ........................ 44,000 1,148,150 1,699,500
DONNELLEY R R & SONS CO ............. 62,000 1,888,086 2,022,750
THE LIMITED INC ..................... 64,724 1,253,170 1,525,092
TOYS 'R' US INC ..................... 111,000 2,790,621 3,774,000
------- --------- ---------
TOTAL RETAIL ....................... 15,044,528 18,807,662
---------- ----------
See Notes to Financial Statements
F-10
<PAGE>
UMB BANK, n.a.
FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS
STATEMENT OF INVESTMENTS HELD
OCTOBER 31, 1997
1997
____________________________________
Number of
Shares or
Principal
Amount Cost Market
____________________________________
TEXTILE AND APPAREL:
BASSETT FURNITURE INDUSTRY ........ 132,000 $3,080,904 $3,696,000
BROWN GROUP INC ................... 84,600 2,365,705 1,279,575
STRIDE RITE CORP .................. 123,600 1,817,797 1,452,300
------- --------- ---------
TOTAL TEXTILE AND APPAREL .................. 7,264,406 6,427,875
--------- ---------
TOTAL SERVICES ....................... 23,361,033 26,815,071
---------- ----------
CONSUMER DURABLES - 3.5%
AUTOMOTIVE:
GENUINE PARTS CO ................. 108,900 1,745,240 3,409,986
SUPERIOR INDUSTRIES .............. 82,700 2,080,448 2,207,098
------ --------- ---------
TOTAL AUTOMOTIVE ....................... 3,825,688 5,617,084
--------- ---------
BUILDING:
MASCO CORP .................... 41,000 973,719 1,798,875
------ ------- ---------
TOTAL CONSUMER DURABLES .................. 4,799,407 7,415,959
--------- ---------
ELECTRONICS:
ELECTRONIC DATA SYSTEMS ............. 78,400 2,888,355 3,033,139
SENSORMATIC ELECTRONICS ............. 314,600 5,086,816 4,699,495
------- --------- ---------
TOTAL ELECTRONICS ...................... 7,975,171 7,732,634
--------- ---------
MACHINERY:
COOPER INDUSTRIES INC ............. 73,000 3,134,847 3,805,125
SNAP ON INC ....................... 53,000 1,158,170 2,279,000
------ --------- ---------
TOTAL MACHINERY ........................ 4,293,017 6,084,125
--------- ---------
OFFICE EQUIPMENT:
DIGITAL EQUIPMENT CORP .................... 73,400 2,514,031 3,674,624
INTERNATIONAL BUSINESS MACHINES CORP ...... 18,000 174,389 1,773,000
NOVELL INC ................................ 480,400 7,034,665 4,053,615
------- --------- ---------
TOTAL OFFICE EQUIPMENT ................... 9,723,085 9,501,239
--------- ---------
See Notes to Financial Statements
F-11
<PAGE>
UMB BANK, n.a.
FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS
STATEMENT OF INVESTMENTS HELD
OCTOBER 31, 1997
1997
____________________________________
Number of
Shares or
Principal
Amount Cost Market
____________________________________
MISCELLANEOUS:
BROWNING FERRIS INDUSTRIES ........ 101,300 $2,929,865 $3,292,250
CALGON CARBON CORP ................ 355,800 4,753,177 4,203,065
GLOBAL IND. TECH .................. 117,000 1,398,740 1,996,371
GRAINGER W W INC .................. 20,000 1,072,762 1,748,760
HILLENBRAND INDUSTRIES, INC ....... 79,800 2,364,044 3,411,450
------ --------- ---------
TOTAL MISCELLANEOUS .................... 12,518,588 14,651,896
---------- ----------
TOTAL CAPITAL GOODS .................... 34,509,861 37,969,894
---------- ----------
BASIC MATERIALS - 14.5%
CHEMICALS:
ENGELHARD CORP ................ 177,400 3,853,792 3,082,325
MALLINCKRODT INC .............. 91,100 2,678,446 3,416,250
NALCO CHEMICAL CO ............. 80,000 1,698,734 3,200,000
------ --------- ---------
TOTAL CHEMICALS ........................ 8,230,972 9,698,575
--------- ---------
METAL AND MINING:
BRUSH WELLMAN INC ................... 74,300 999,245 1,787,881
CYPRUS AMAX MINERALS COMPANY ........ 179,100 4,393,342 3,749,996
------- --------- ---------
TOTAL METAL AND MINING ................... 5,392,587 5,537,877
--------- ---------
PAPER AND FORESTRY PRODUCTS:
UNION CAMP CORP ................ 62,800 2,900,601 3,403,006
WEYERHAEUSER CO ................ 61,700 1,786,408 2,946,175
------ --------- ---------
TOTAL PAPER AND FORESTRY PRODUCTS .............. 4,687,009 6,349,181
--------- ---------
PETROLEUM:
AMOCO CORP ........................ 21,045 404,827 1,944,032
ATLANTIC RICHFIELD CO ............. 14,000 731,740 1,152,382
DRESSER INDUSTRIES INC ............ 45,000 783,534 1,895,625
KERR MCGEE CORP ................... 41,000 1,656,243 2,770,083
USX MARATHON GROUP ................ 51,000 860,009 1,823,250
------ ------- ---------
TOTAL PETROLEUM ........................ 4,436,353 9,585,372
--------- ---------
TOTAL BASIC MATERIALS .................. 22,746,921 31,171,005
---------- ----------
See Notes to Financial Statements
F-12
<PAGE>
UMB BANK, n.a.
FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS
STATEMENT OF INVESTMENTS HELD
OCTOBER 31, 1997
1997
____________________________________
Number of
Shares or
Principal
Amount Cost Market
____________________________________
TRANSPORTATION - 1.2%;
RAILROADS:
UNION PACIFIC CORP .................. 16,000 $240,340 $980,000
UNION PACIFIC RESOURCES ............. 21,511 245,260 529,708
------ ------- -------
TOTAL RAILROADS ........................ 485,600 1,509,708
------- ---------
TRUCKING:
ROADWAY EXPRESS INC .............. 37,000 563,687 1,026,750
------ ------- ---------
TOTAL TRANSPORTATION ................... 1,049,287 2,536,458
--------- ---------
MULTIBUSINESS - .7%
TRW INC .................... 26,000 829,465 1,488,500
------ ------- ---------
UTILITIES - 16.8%
COMMUNICATION:
AT&T CORPORATION ..................... 92,500 3,015,705 4,520,938
BELL ATLANTIC CORPORATION ............ 28,000 696,650 2,240,000
COMSAT CORP .......................... 91,800 1,438,286 2,099,925
U S WEST INC ......................... 74,300 1,762,072 2,958,106
US WEST MEDIA GROUP .................. 35,000 545,807 883,750
------ ------- -------
TOTAL COMMUNICATION ................... 7,458,520 12,702,719
--------- ----------
ELECTRIC:
DOMINION RESOURCES, INC. VA ......... 97,000 3,809,559 3,607,236
DUKE ENERGY CORP .................... 27,154 392,924 1,316,969
ENTERGY CORP ........................ 123,600 2,965,155 3,012,750
FLORIDA PROGRESS CORP ............... 113,200 3,262,448 3,686,132
SCANA CORP .......................... 71,000 1,156,990 1,792,750
TEXAS UTILITIES CO .................. 43,550 1,458,305 1,562,356
UNION ELECTRIC CO ................... 61,600 2,217,842 2,321,581
------ --------- ---------
TOTAL ELECTRIC ....................... 15,263,223 17,299,774
---------- ----------
NATURAL GAS:
MAPCO INC .................. 118,000 2,742,675 3,894,000
------- --------- ---------
See Notes to Financial Statements
F-13
<PAGE>
UMB BANK, n.a.
FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS
STATEMENT OF INVESTMENTS HELD
OCTOBER 31, 1997
1997
____________________________________
Number of
Shares or
Principal
Amount Cost Market
____________________________________
MISCELLANEOUS:
WASTE MANAGEMENT INC ............ 96,000 $2,631,424 $2,226,048
------ ---------- ----------
TOTAL UTILITIES ...................... 28,095,842 36,122,541
---------- ----------
INSURANCE:
LIBERTY CORP. SC ............... 49,000 1,244,013 2,097,836
------ --------- ---------
TOTAL FINANCE ........................ 1,244,013 2,097,836
--------- ---------
TOTAL COMMON STOCKS .................. 129,558,673 161,875,185
----------- -----------
COMMERCIAL PAPER - 23.2%
ABBOTT LABORATORIES, DUE 11/5/97 ......... 2,500,000 2,489,024 2,489,024
AMERICAN TELEPHONE & TELEGRAPH
CO., DUE 10/14/97 .................. 2,100,000 2,081,174 2,081,174
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
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
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
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 & CO.,
INC., DUE 11/12/97 ................ 2,000,000 1,986,604 1,986,604
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
HEINZ (H.J.) CO., DUE 12/12/97 ......... 2,000,000 1,986,300 1,986,300
MONSANTO CORP., DUE 11/7/97 ............ 1,475,000 1,461,705 1,461,705
PENNY, (J.C.) FUNDING CORP.,
DUE 11/12/97 ...................... 2,500,000 2,488,944 2,488,944
PHILLIP MORRIS COS., INC., DUE 11/7/97 . 2,000,000 1,991,187 1,991,187
PROCTOR & GAMBLE CO., DUE 11/14/97 ..... 2,000,000 1,991,507 1,991,507
See Notes to Financial Statements
F-14
<PAGE>
UMB BANK, n.a.
FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS
STATEMENT OF INVESTMENTS HELD
OCTOBER 31, 1997
1997
____________________________________
Number of
Shares or
Principal
Amount Cost Market
____________________________________
PROCTOR & GAMBLE CO., DUE 12/23/97 ..... 1,000,000 $ 990,864 $ 990,864
PROGRESS CAPITAL, DUE 11/25/97 ......... 1,500,000 1,493,572 1,493,572
TOYS 'R' US, DUE 12/2/97 ............... 2,000,000 1,989,592 1,989,592
XEROX CORPORATION, DUE 11/14/97 ........ 1,000,000 997,842 997,842
--------- ------- -------
TOTAL COMMERCIAL PAPER ............. 49,763,553 49,763,553
---------- ----------
SHORT-TERM MONEY MARKET FUND - 1.3%
SHORT-TERM MONEY MARKET FUND
OF UMB BANK, n.a ............... 2,884,013 2,884,013 2,884,013
--------- --------- ---------
TOTAL INVESTMENTS HELD ............... $182,206,239 $214,522,751
============ ============
See Notes to Financial Statements
F-15
<PAGE>
UMB BANK, n.a.
FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS
STATEMENTS OF OPERATIONS
YEARS ENDED OCTOBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
1998 1997 1996
------------- ------------ -------------
INVESTMENT INCOME
<S> <C> <C> <C>
Interest ............................................................... $ 3,279,897 $ 2,997,417 $ 3,891,359
Dividends .............................................................. 3,358,910 4,488,947 5,277,837
------------- ------------ -------------
Total investment income ....................... 6,638,807 7,486,364 9,169,196
Audit expense .......................................................... 9,190 9,131 11,563
------------- ------------ -------------
Net investment income ......................... 6,629,617 7,477,233 9,157,633
------------- ------------ -------------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
Realized gain on investments sold, matured or redeemed
Proceeds ................................................. 763,884,882 733,528,663 907,344,217
Cost of investments ...................................... 732,770,233 694,785,209 880,250,904
------------- ------------ -------------
Net realized gain on investments sold,
matured or redeemed ...................... 31,114,649 38,743,454 27,093,313
------------- ------------ -------------
Unrealized gain (loss) on investments
Beginning of year ........................................ 32,316,511 28,973,664 30,113,618
End of year .............................................. 11,650,629 32,316,511 28,973,664
------------- ------------ -------------
Net unrealized gain (loss) on investments ..... (20,665,882) 3,342,847 (1,139,954)
------------- ------------ -------------
Net realized and unrealized gain on investments 10,448,767 42,086,301 25,953,359
------------- ------------ -------------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS .............................................. $ 17,078,384 $ 49,563,534 $ 35,110,992
============= ============ =============
TOTAL EXPENSE AS A PERCENT OF NET
INVESTMENT INCOME ...................................................... 0.14% 0.12% 0.13%
============= ============ =============
</TABLE>
See Notes to Financial Statements
F-16
<PAGE>
UMB Bank, n.a.
FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS
STATEMENTS OF PARTICIPANTS' INTEREST
YEARS ENDED OCTOBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
1998 1997 1996
--------------------------- ---------------------------- ------------------------
Units Amount Units Amount Units Amount
----- ------ ----- ------ ----- ------
PARTICIPANTS' INTEREST,
<S> <C> <C> <C> <C> <C> <C>
Beginning of year .... 2,444,463 $ 216,985,770 3,578,723 $ 259,599,297 4,082,250 $ 262,551,708
----------- ------------- ----------- ------------- ---------- -------------
FROM INVESTMENT ACTIVITIES
Net investment
income 6,629,617 7,477,233 9,157,633
Net realized
gain on investments
sold, matured or
redeemed 31,114,649 38,743,454 27,093,313
Net unrealized
gain (loss) on investments (20,665,882) 3,342,847 (1,139,954)
----------- --------- ----------
Net increase
from investment
activities 17,078,384 49,563,534 35,110,992
---------- --------- ----------
FROM PARTICIPATING UNIT TRANSACTIONS
Issuance of units 167,147 15,615,556 258,795 20,595,034 664,569 44,294,031
Redemption of units (663,100) (63,151,020) (1,393,055) (112,772,095) (1,168,096) (82,357,434)
----------- ------------- ----------- ------------- ---------- -------------
Net decrease from participating
unit transactions (495,953) (47,535,464) (1,134,260) (92,177,061) (503,527) (38,063,403)
----------- ------------- ----------- ------------- ---------- -------------
PARTICIPANTS' INTEREST,
End of year .......... 1,948,510 $ 186,528,690 2,444,463 $ 216,985,770 3,578,723 $ 259,599,297
=========== ============= =========== ============= ========== =============
NET ASSET VALUE PER PARTICIPATING UNIT $95.73 $88.77 $72.54
====== ====== ======
</TABLE>
See Notes to Financial Statements
F-17
<PAGE>
UMB BANK, n.a.
FUND FOR POOLING DEBT INVESTMENTS OF EMPLOYEE TRUSTS
STATEMENTS OF ASSETS AND LIABILITIES
OCTOBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
1998 1997
-------------------- -----------------------
Cost Market Cost Market
---- ------ ---- ------
ASSETS
Investments:
<S> <C> <C> <C> <C>
United States Government and Agency obligations ........... $ 42,256,804 $ 44,653,797 $ 57,284,065 $ 59,598,463
Corporate bonds ........................................... 65,351,189 69,514,360 65,873,924 67,594,174
Commercial paper .......................................... 342,835 342,835
Short-term money market fund .............................. 367,148 367,148 330,312 330,312
------- ------- ------- -------
$107,975,141 114,535,305 $123,831,136 127,865,784
============ ============
Interest receivable .................................. 1,933,768 2,148,730
--------- ---------
116,469,073 130,014,514
----------- -----------
LIABILITIES
Audit fee payable .................................... 9,190 9,190
----- -----
PARTICIPANTS' INTEREST, Equivalent to $73.14 per unit on 1,592,285 units
outstanding in 1998 and $66.40 per unit on 1,958,030 units
outstanding in 1997 ................................................. $116,459,883 $130,005,324
============ ============
</TABLE>
See Notes to Financial Statements
F-18
<PAGE>
UMB BANK, n.a.
FUND FOR POOLING DEBT INVESTMENTS OF EMPLOYEE TRUSTS
STATEMENT OF INVESTMENTS HELD
OCTOBER 31, 1998
1998
____________________________________
Face Value
or Number
of
Units Cost Market
____________________________________
UNITED STATES GOVERNMENT AND AGENCY OBLIGATIONS - 39.0%
UNITED STATES TREASURY NOTES, 5.50%,
DUE 4/15/00 . 2,000,000 $1,983,966 $2,033,760
UNITED STATES TREASURY NOTES, 5.625%,
DUE 2/15/06 500,000 473,672 534,845
UNITED STATES TREASURY NOTES, 5.75%,
DUE 8/15/03 . 5,205,000 5,040,863 5,515,686
UNITED STATES TREASURY NOTES, 5.875%,
DUE 2/15/04 1,000,000 945,547 1,069,690
UNITED STATES TREASURY NOTES, 5.875%,
DUE 11/15/05 2,500,000 2,474,414 2,707,025
UNITED STATES TREASURY NOTES, 6.50%,
DUE 8/15/05 . 500,000 493,438 558,125
UNITED STATES TREASURY NOTES, 7.75%,
DUE 2/15/01 . 400,000 396,948 429,376
UNITED STATES TREASURY NOTES, 8.00%,
DUE 8/15/99 . 705,000 683,409 724,388
UNITED STATES TREASURY NOTES, 8.50%,
DUE 2/15/00 . 650,000 720,667 683,111
UNITED STATES TREASURY SECURITIES STRIPPED
COUPON, DUE 8/15/02 ..................... 3,270,000 2,548,046 2,775,413
FEDERAL AGRICULTURAL MORTGAGE ASSN., 5.42%,
DUE 11/2/98 ............................. 1,000,000 999,548 999,548
FEDERAL HOME LOAN BANK, 5.44%,
DUE 10/15/03 .. 1,000,000 908,790 1,023,130
FEDERAL HOME LOAN BANK, 6.02%,
DUE 5/20/08 ... 750,000 748,418 789,375
FEDERAL HOME LOAN BANK, 7.26%,
DUE 9/6/01 .... 500,000 497,813 534,220
FEDERAL HOME LOAN MORTGAGE, 7.23%,
DUE 5/23/05 1,300,000 1,300,000 1,348,750
FEDERAL NATIONAL MORTGAGE ASSOCIATION, 5.45%,
DUE 10/14/03 ............................ 1,000,000 999,531 1,023,440
FEDERAL NATIONAL MORTGAGE ASSOCIATION, 5.80%,
DUE 12/10/03 ............................ 1,000,000 996,875 1,039,690
FEDERAL NATIONAL MORTGAGE ASSOCIATION, 5.93%,
DUE 9/26/03 ............................. 1,000,000 1,000,000 1,000,000
FEDERAL NATIONAL MORTGAGE ASSOCIATION, 6.10%,
DUE 2/10/00 ....................... 500,000 499,531 509,065
FEDERAL NATIONAL MORTGAGE ASSOCIATION, 6.11%,
DUE 7/10/03 ............................. 2,000,000 2,000,000 2,028,760
FEDERAL NATIONAL MORTGAGE ASSOCIATION, 6.45%,
DUE 4/23/01 ............................. 1,000,000 1,000,000 1,041,400
FEDERAL NATIONAL MORTGAGE ASSOCIATION, 7.55%,
DUE 4/22/02 ............................. 1,000,000 1,000,000 1,089,380
FEDERAL NATIONAL MORTGAGE ASSOCIATION, 7.65%,
DUE 3/10/05 ............................. 500,000 499,453 566,720
FEDERAL NATIONAL MORTGAGE ASSOCIATION, 8.35%,
DUE 11/10/99 ............................ 1,600,000 1,590,031 1,654,496
ISRAEL STATE, UNITED STATES GOVERNMENT
GUARANTEED BOND, 5.25%, DUE 9/15/00 ..... 1,000,000 994,230 1,011,600
SMALL BUSINESS ADMINISTRATION POOLS, 5.75%,
DUE 1/1/04 ........ 386,779 386,779 388,712
SMALL BUSINESS ADMINISTRATION POOLS, 6.54%,
DUE 12/10/05 750,000 750,000 766,500
See Notes to Financial Statements
F-19
<PAGE>
UMB BANK, n.a.
FUND FOR POOLING DEBT INVESTMENTS OF EMPLOYEE TRUSTS
STATEMENT OF INVESTMENTS HELD
OCTOBER 31, 1998
1998
____________________________________
Face Value
or Number
of
Units Cost Market
____________________________________
SMALL BUSINESS ADMINISTRATION POOLS, 7.05%,
DUE 9/1/12 . 672,825 $ 672,825 $687,964
SMALL BUSINESS ADMINISTRATION POOLS, 7.40%,
DUE 8/1/12 . 742,667 742,667 761,234
SMALL BUSINESS ADMINISTRATION POOLS, 7.44%,
DUE 5/1/06 . 1,500,000 1,500,000 1,565,625
SMALL BUSINESS ADMINISTRATION POOLS, 7.55%,
DUE 11/1/12 361,604 361,604 379,684
SMALL BUSINESS ADMINISTRATION POOLS, 7.60%,
DUE 1/1/12 . 1,005,895 991,938 1,034,814
SMALL BUSINESS ADMINISTRATION POOLS, 8.15%,
DUE 2/1/15 . 816,992 816,992 857,842
SMALL BUSINESS ADMINISTRATION POOLS, 8.20%,
DUE 2/10/05 196,007 195,670 204,092
SMALL BUSINESS ADMINISTRATION POOLS, 8.25%,
DUE 11/1/11 344,601 344,601 358,385
SMALL BUSINESS ADMINISTRATION POOLS, 8.60%,
DUE 9/1/11 . 144,691 146,861 151,564
SMALL BUSINESS ADMINISTRATION POOLS, 8.625%,
DUE 2/1/11 202,891 202,891 212,529
SMALL BUSINESS ADMINISTRATION POOLS, 8.70%,
DUE 12/1/09 703,443 693,943 737,736
SMALL BUSINESS ADMINISTRATION POOLS, 8.80%,
DUE 8/1/09 . 208,615 208,615 219,046
SMALL BUSINESS ADMINISTRATION POOLS, 8.80%,
DUE 1/1/10 . 282,958 282,958 297,106
SMALL BUSINESS ADMINISTRATION POOLS, 8.85%,
DUE 11/1/09 504,851 504,851 524,414
SMALL BUSINESS ADMINISTRATION POOLS, 8.85%,
DUE 8/1/11 . 179,882 185,278 189,101
SMALL BUSINESS ADMINISTRATION POOLS, 8.95%,
DUE 6/1/11 . 313,068 313,068 331,852
SMALL BUSINESS ADMINISTRATION POOLS, 9.05%,
DUE 9/1/09 . 284,667 284,667 301,747
SMALL BUSINESS ADMINISTRATION POOLS, 9.15%,
DUE 7/1/11 . 459,125 459,125 486,673
SMALL BUSINESS ADMINISTRATION POOLS, 9.25%,
DUE 6/1/10 . 343,150 343,150 363,739
SMALL BUSINESS ADMINISTRATION POOLS, 9.45%,
DUE 2/1/10 . 246,479 246,479 261,268
SMALL BUSINESS ADMINISTRATION POOLS, 9.50%,
DUE 4/1/10 . 410,714 410,458 437,411
SMALL BUSINESS ADMINISTRATION POOLS, 9.65%,
DUE 5/1/10 . 416,194 416,194 443,766
------- ------- -------
TOTAL UNITED STATES GOVERNMENT AND AGENCY OBLIGATIONS 42,256,804 44,653,797
---------- ----------
CORPORATE BONDS - 60.7%
CONSUMER NONDURABLES - 6.9%
COSMETICS:
GILLETTE CO., 6.25%, DUE 8/15/03 2,000,000 1,954,760 2,119,800
--------- --------- ---------
FOOD:
MCDONALD'S CORP., 8.75%, DUE 11/15/00 .. 1,200,000 1,198,032 1,292,832
SARA LEE CORPORATION, 5.60%, DUE 1/23/06 1,250,000 1,212,218 1,260,625
SARA LEE CORPORATION, 6.45%, DUE 9/26/05 1,000,000 1,000,000 1,048,500
SARA LEE CORPORATION, 6.45%, DUE 9/26/05 1,000,000 963,350 1,048,500
SYSCO CORPORATION, 7.00%, DUE 5/1/06 1,000,000 1,000,000 1,096,900
--------- --------- ---------
TOTAL FOOD 5,373,600 5,747,357
--------- ---------
TOTAL CONSUMER NONDURABLES 7,328,360 7,867,157
--------- ---------
SERVICES - 5.9%
RETAIL:
ALBERTSON'S INC., 6.18%, DUE 3/22/00 ..... 1,000,000 1,000,000 1,015,800
PENNEY J.C., INC., 6.125%, DUE 11/15/03 .. 2,500,000 2,444,520 2,609,000
See Notes to Financial Statements
F-20
<PAGE>
UMB BANK, n.a.
FUND FOR POOLING DEBT INVESTMENTS OF EMPLOYEE TRUSTS
STATEMENT OF INVESTMENTS HELD
OCTOBER 31, 1998
1998
____________________________________
Face Value
or Number
of
Units Cost Market
____________________________________
PENNEY J.C., INC., 7.375%, DUE 8/15/08 ... 1,000,000 $ 999,590 $1,088,900
WAL-MART STORES INC., 6.125%, 10/1/99 .... 1,000,000 959,230 1,010,600
WAL- MART STORES INC., 6.50%, 6/1/03 ..... 1,000,000 1,000,500 1,061,000
--------- --------- ---------
TOTAL RETAIL ......................... 6,403,840 6,785,300
--------- ---------
TOTAL SERVICES ....................... 6,403,840 6,785,300
--------- ---------
CONSUMER DURABLES - 2.7%
BUILDING:
ILLINOIS TOOL WORKS INC., 5.875%,
DUE 3/1/00 2,005,000 2,003,912 2,035,075
FURNITURE:
LEGGETT & PLATT INC., 6.10%, DUE 9/9/03 ...1,000,000 1,000,000 1,020,000
---------- --------- ---------
TOTAL CONSUMER DURABLES .................. 3,003,912 3,055,075
--------- ---------
CAPITAL GOODS - 5.6%;
ELECTRONICS:
TEXAS INSTRUMENTS INC., 6.125%, DUE 2/1/06 1,000,000 932,930 1,038,000
--------- ------- ---------
MACHINERY:
COOPER INDUSTRIES INC., 5.88%, DUE 2/20/03 1,000,000 990,780 1,032,000
--------- ------- ---------
OFFICE EQUIPMENT:
XEROX CORP., 7.15%, DUE 8/1/04 ...... 1,000,000 957,350 1,096,100
--------- ------- ---------
MISCELLANEOUS:
FLUOR CORP., 6.95%, DUE 3/1/07 1,000,000 995,510 1,093,600
HONEYWELL INC., 7.00%, DUE 3/15/07 1,000,000 967,210 1,079,900
MONSANTO INC., 6.11%, DUE 2/03/05 1,000,000 1,000,000 1,036,600
--------- --------- ---------
TOTAL MISCELLANEOUS 2,962,720 3,210,100
--------- ---------
TOTAL CAPITAL GOODS 5,843,780 6,376,200
--------- ---------
BASIC MATERIALS - 4.2%
CHEMICALS:
DU PONT, (E.I.) DE NEMOURS & CO. INC.,
VAR RATE, DUE 3/6/03 1,000,000 999,960 1,038,500
DOW CHEMICAL CO., 9.35%, DUE 3/15/02 400,000 400,000 422,200
ENGLEHARD CORP., 7.0%, DUE 8/1/01 1,000,000 998,060 1,056,100
--------- ------- ---------
TOTAL CHEMICALS 2,398,020 2,516,800
--------- ---------
METALS:
ALUMINUM COMPANY OF AMERICA, 5.75%,
DUE 2/1/01 1,000,000 970,080 1,021,800
--------- ------- ---------
OIL AND GAS:
AMOCO CANADA PETROLEUM CO., 7.25%,
DUE 12/1/02 715,000 712,469 779,636
DRESSER INDUSTRIES INC., 6.25%,
DUE 6/1/00 500,000 494,780 510,750
------- ------- -------
TOTAL OIL AND GAS 1,207,249 1,290,386
--------- ---------
TOTAL BASIC MATERIALS 4,575,349 4,828,986
--------- ---------
See Notes to Financial Statements
F-21
<PAGE>
UMB BANK, n.a.
FUND FOR POOLING DEBT INVESTMENTS OF EMPLOYEE TRUSTS
STATEMENT OF INVESTMENTS HELD
OCTOBER 31, 1998
1998
____________________________________
Face Value
or Number
of
Units Cost Market
____________________________________
TRANSPORTATION - 5.8%
AEROSPACE:
BOEING COMPANY, 6.35%, DUE 6/15/03 750,000 $749,025 $789,300
------- -------- --------
RAILROAD:
NORFOLK & WESTERN RAILWAY CO., EQUIP
TRUST CERTIFICATE, 8.125%
DUE 11/15/02 ..................... 1,320,000 1,291,094 1,461,372
UNION PACIFIC CORP., 7.875%,
DUE 2/15/02 ......... 1,000,000 1,000,000 1,061,000
UNION PACIFIC RAILROAD CO., 6.15%,
DUE 4/1/03 .... 750,000 725,520 761,250
UNION PACIFIC RAILROAD CO., EQUIP. TRUST
NO. 2 SERIES 88, 7.01% DUE 6/1/04 ..... 1,500,000 1,500,000 1,593,495
UNION PACIFIC RESOURCES GROUP, 7.00%,
DUE 10/15/06 1,000,000 994,120 1,016,400
--------- ------- ---------
TOTAL RAILROAD 5,510,734 5,893,517
--------- ---------
TOTAL TRANSPORTATION 6,259,759 6,682,817
--------- ---------
UTILITIES - 25.7%
COMMUNICATION:
BELL ATLANTIC NEW JERSEY, INC., 5.875%,
DUE 2/1/04 .... 1,000,000 991,350 1,036,600
BELLSOUTH TELECOMMUNICATIONS, 6.25%,
DUE 5/15/03 ...... 1,500,000 1,493,355 1,578,750
BELL TELEPHONE OF PENNSYLVANIA, 6.125%,
DUE 3/15/03 ... 1,000,000 989,000 1,048,300
GTE CALIFORNIA INC., 5.625%, DUE 2/1/01 .. 1,500,000 1,482,885 1,519,200
GTE CALIFORNIA INC., 6.75%, DUE 3/15/04 .. 1,000,000 954,121 1,070,700
GTE SOUTH, 6.00%, DUE 2/15/08 ............ 1,000,000 993,250 1,031,500
GTE SOUTH, 6.125%, DUE 6/15/07 ............1,250,000 1,245,238 1,302,125
SOUTHWESTERN BELL TELEPHONE COMPANY, 5.75%,
DUE 9/1/04 ..............................1,000,000 996,430 1,020,700
UNITED TELEPHONE COMPANY OF FLORIDA, 6.25%,
DUE 5/15/03 1,500,000 1,487,925 1,567,050
--------- --------- ---------
TOTAL COMMUNICATION 10,633,554 11,174,925
---------- ----------
ELECTRIC:
CAROLINA POWER & LIGHT, 5.00%,
DUE 9/15/98 ............ 500,000 495,220 568,300
DELMARVA POWER & LIGHT CO., 7.50%,
DUE 5/1/99 ......... 1,000,000 995,140 1,011,800
DUKE POWER CO., 7.00%, DUE 6/1/00 .........2,500,000 2,425,825 2,575,000
EMERSON ELECTRIC CO., 6.30%, DUE 11/1/05 ..3,000,000 2,988,870 3,196,800
FLORIDA POWER & LIGHT, 5.375%, DUE 4/1/00 .1,000,000 997,020 1,009,300
IDAHO POWER CO., 6.40%, DUE 5/1/03 ........1,500,000 1,497,795 1,594,050
IOWA ELECTRIC LIGHT & POWER COMPANY, 6.00%,
DUE 10/1/08 500,000 492,720 520,800
UNION ELECTRIC CO., 6.75%, DUE 10/15/99 .. 1,000,000 995,480 1,016,300
--------- ------- ---------
TOTAL ELECTRIC 10,888,070 11,492,350
---------- ----------
See Notes to Financial Statements
F-22
<PAGE>
UMB BANK, n.a.
FUND FOR POOLING DEBT INVESTMENTS OF EMPLOYEE TRUSTS
STATEMENT OF INVESTMENTS HELD
OCTOBER 31, 1998
1998
____________________________________
Face Value
or Number
of
Units Cost Market
____________________________________
GAS:
NORTHWEST NATURAL GAS COMPANY, 5.98%,
DUE 12/15/00 1,000,000 $1,000,000 $1,023,400
--------- ---------- ----------
DIVERSIFIED:
BALTIMORE GAS & ELECTRIC CO., 6.50%,
DUE 2/15/03 ...... 1,000,000 988,450 1,063,400
CONSOLIDATED EDISON CO. OF NEW YORK, 6.625%,
DUE 7/1/05 1,000,000 998,840 1,068,800
PACIFIC GAS & ELECTRIC COMPANY, 6.25%,
DUE 3/1/04 ..... 1,000,000 1,000,000 1,042,500
PUBLIC SERVICE COMPANY OF OKLAHOMA, 6.02%,
DUE 3/1/01 . 1,500,000 1,476,275 1,541,400
WEST TEXAS UTILITIES COMPANY, 6.375%,
DUE 10/1/05 ..... 1,000,000 988,100 1,060,300
--------- ------- ---------
TOTAL DIVERSIFIED 5,451,665 5,776,400
--------- ---------
TOTAL UTILITIES 27,973,289 29,467,075
---------- ----------
FINANCE - 3.9%
AMERITECH, 6.125%, DUE 10/15/01 ...........1,000,000 1,000,000 1,035,400
NYNEX CORP., 6.25%, DUE 3/15/03 ...........1,000,000 967,900 1,043,750
NYNEX CAPITAL FUNDING CO., 8.75%,
DUE 12/1/04 2,000,000 1,995,000 2,372,600
--------- --------- ---------
TOTAL FINANCE 3,962,900 4,451,750
--------- ---------
TOTAL CORPORATE BONDS 65,351,189 69,514,360
---------- ----------
SHORT-TERM MONEY MARKET FUND - .3%
SHORT-TERM MONEY MARKET FUND OF
UMB BANK, n.a 367,148 367,148 367,148
------- ------- -------
TOTAL INVESTMENTS HELD $107,975,141 $114,535,305
============ ============
See Notes to Financial Statements
F-23
<PAGE>
UMB BANK, n.a.
FUND FOR POOLING DEBT INVESTMENTS OF EMPLOYEE TRUSTS
STATEMENT OF INVESTMENTS HELD
OCTOBER 31, 1997
1997
____________________________________
Face Value
or Number
of
Units Cost Market
____________________________________
UNITED STATES GOVERNMENT AND
AGENCY OBLIGATIONS - 46.6%
UNITED STATES TREASURY NOTES, 5.125%,
DUE 11/30/98 1,500,000 $1,420,898 $1,492,965
UNITED STATES TREASURY NOTES, 5.25%,
DUE 7/31/98 . 2,250,000 2,248,043 2,245,793
UNITED STATES TREASURY NOTES, 5.50%,
DUE 4/15/00 . 3,000,000 2,980,195 2,986,890
UNITED STATES TREASURY NOTES, 5.625%,
DUE 2/15/06 500,000 473,672 490,155
UNITED STATES TREASURY NOTES, 5.75%,
DUE 8/15/03 . 5,205,000 5,040,863 5,180,589
UNITED STATES TREASURY NOTES, 5.875%,
DUE 2/15/04 1,000,000 945,547 1,002,190
UNITED STATES TREASURY NOTES, 5.875%,
DUE 11/15/05 2,500,000 2,474,414 2,492,975
UNITED STATES TREASURY NOTES, 6.50%,
DUE 8/15/05 . 500,000 493,438 518,125
UNITED STATES TREASURY NOTES, 7.00%,
DUE 4/15/99 . 2,000,000 1,998,750 2,037,500
UNITED STATES TREASURY NOTES, 7.50%,
DUE 10/31/99 500,000 494,219 516,875
UNITED STATES TREASURY NOTES, 7.75%,
DUE 2/15/01 . 400,000 396,948 423,500
UNITED STATES TREASURY NOTES, 8.00%,
DUE 8/15/99 . 5,000,000 4,907,813 5,195,300
UNITED STATES TREASURY NOTES, 8.125%,
DUE 2/15/98 1,000,000 998,594 1,007,190
UNITED STATES TREASURY NOTES, 8.50%,
DUE 2/15/00 . 650,000 720,667 687,986
UNITED STATES TREASURY SECURITIES STRIPPED COUPON,
DUE 8/15/02 ......................... 3,270,000 1,473,135 2,494,389
FEDERAL HOME LOAN BANK, 3.00%,
DUE 9/14/98 ....... 2,000,000 2,000,000 1,907,500
FEDERAL HOME LOAN BANK, 5.44%,
DUE 10/15/03 ...... 1,000,000 908,790 971,560
FEDERAL HOME LOAN BANK, 7.26%,
DUE 9/6/01 ........ 500,000 497,813 522,655
FEDERAL HOME LOAN MORTGAGE, 6.55%,
DUE 4/2/03 .... 1,000,000 998,438 1,000,000
FEDERAL HOME LOAN MORTGAGE, 7.23%,
DUE 5/23/05 ... 1,300,000 1,300,000 1,323,972
FEDERAL NATIONAL MORTGAGE ASSOCIATION, 5.10%,
DUE 7/22/98 .............................3,000,000 3,000,938 2,994,390
FEDERAL NATIONAL MORTGAGE ASSOCIATION, 5.45%,
DUE 10/14/03 .......................... 1,000,000 999,531 972,190
FEDERAL NATIONAL MORTGAGE ASSOCIATION, 5.80%,
DUE 12/10/03 .......................... 1,000,000 996,875 989,060
FEDERAL NATIONAL MORTGAGE ASSOCIATION, 5.93%,
DUE 9/26/03 ........................... 1,000,000 1,000,000 981,900
FEDERAL NATIONAL MORTGAGE ASSOCIATION, 6.10%,
DUE 2/10/00 ........................... 500,000 499,531 503,125
FEDERAL NATIONAL MORTGAGE ASSOCIATION, 6.45%,
DUE 4/23/01 ........................... 1,000,000 1,000,000 1,018,600
FEDERAL NATIONAL MORTGAGE ASSOCIATION, 7.55%,
DUE 4/22/02 ........................... 1,000,000 1,000,000 1,064,690
FEDERAL NATIONAL MORTGAGE ASSOCIATION, 7.65%,
DUE 3/10/05 ........................... 500,000 499,453 548,125
See Notes to Financial Statements
F-24
<PAGE>
UMB BANK, n.a.
FUND FOR POOLING DEBT INVESTMENTS OF EMPLOYEE TRUSTS
STATEMENT OF INVESTMENTS HELD
OCTOBER 31, 1997
1997
____________________________________
Face Value
or Number
of
Units Cost Market
____________________________________
FEDERAL NATIONAL MORTGAGE ASSOCIATION, 8.35%,
DUE 11/10/99 ..................... 1,600,000 1,590,031 $1,675,504
ISRAEL STATE, UNITED STATES GOVERNMENT GUARANTEED
BOND, 5.25%, DUE 9/15/00 ............. 1,000,000 994,230 982,400
SMALL BUSINESS ADMINISTRATION POOLS, 5.75%,
DUE 1/1/04 . 493,140 493,140 483,277
SMALL BUSINESS ADMINISTRATION POOLS, 6.54%,
DUE 12/10/05 750,000 750,000 745,350
SMALL BUSINESS ADMINISTRATION POOLS, 7.05%,
DUE 9/1/12 . 749,944 749,944 734,945
SMALL BUSINESS ADMINISTRATION POOLS, 7.40%,
DUE 8/1/12 . 810,958 810,958 810,958
SMALL BUSINESS ADMINISTRATION POOLS, 7.44%,
DUE 5/1/06 . 1,500,000 1,500,000 1,530,000
SMALL BUSINESS ADMINISTRATION POOLS, 7.55%,
DUE 11/1/12 403,652 403,652 404,156
SMALL BUSINESS ADMINISTRATION POOLS, 7.60%,
DUE 1/1/12 . 1,134,157 1,120,200 1,139,828
SMALL BUSINESS ADMINISTRATION POOLS, 8.15%,
DUE 2/1/15 . 897,565 897,565 946,931
SMALL BUSINESS ADMINISTRATION POOLS, 8.20%,
DUE 2/10/05 396,573 395,892 406,884
SMALL BUSINESS ADMINISTRATION POOLS, 8.25%,
DUE 11/1/11 379,505 379,505 396,204
SMALL BUSINESS ADMINISTRATION POOLS, 8.60%,
DUE 9/1/11 . 167,959 170,478 175,517
SMALL BUSINESS ADMINISTRATION POOLS, 8.625%,
DUE 2/1/11 225,053 225,053 235,743
SMALL BUSINESS ADMINISTRATION POOLS, 8.70%,
DUE 12/1/09 814,343 804,843 880,794
SMALL BUSINESS ADMINISTRATION POOLS, 8.80%,
DUE 8/1/09 . 249,257 249,257 254,940
SMALL BUSINESS ADMINISTRATION POOLS, 8.80%,
DUE 1/1/10 . 317,295 317,295 331,970
SMALL BUSINESS ADMINISTRATION POOLS, 8.85%,
DUE 11/1/09 548,822 548,822 574,891
SMALL BUSINESS ADMINISTRATION POOLS, 8.85%,
DUE 8/1/11 . 212,274 218,642 223,736
SMALL BUSINESS ADMINISTRATION POOLS, 8.95%,
DUE 6/1/11 . 349,823 349,823 368,713
SMALL BUSINESS ADMINISTRATION POOLS, 9.05%,
DUE 9/1/09 . 365,442 365,442 385,541
SMALL BUSINESS ADMINISTRATION POOLS, 9.15%,
DUE 7/1/11 . 499,305 499,305 532,344
SMALL BUSINESS ADMINISTRATION POOLS, 9.25%,
DUE 6/1/10 . 387,669 387,669 408,250
SMALL BUSINESS ADMINISTRATION POOLS, 9.45%,
DUE 2/1/10 . 328,456 328,456 348,985
SMALL BUSINESS ADMINISTRATION POOLS, 9.50%,
DUE 4/1/10 . 498,113 497,802 530,241
SMALL BUSINESS ADMINISTRATION POOLS, 9.65%
DUE 5/1/10 . 467,496 467,496 520,172
------- ------- -------
TOTAL UNITED STATES GOVERNMENT AND AGENCY
OBLIGATIONS 57,284,065 59,598,463
---------- ----------
CORPORATE BONDS - 52.9%
CONSUMER NONDURABLES - 5.9%
COSMETICS:
GILLETTE CO., 6.25%, DUE 8/15/03 ..... 2,000,000 1,954,760 2,009,400
--------- --------- ---------
FOOD:
MCDONALD'S CORP., 8.75%, DUE 11/15/00 .. 1,200,000 1,198,032 1,286,844
SARA LEE CORPORATION, 5.60%, DUE 1/23/06 1,250,000 1,212,218 1,178,375
SARA LEE CORPORATION, 6.45%, DUE 9/26/05 1,000,000 1,000,000 996,300
See Notes to Financial Statements
F-25
<PAGE>
UMB BANK, n.a.
FUND FOR POOLING DEBT INVESTMENTS OF EMPLOYEE TRUSTS
STATEMENT OF INVESTMENTS HELD
OCTOBER 31, 1997
1997
____________________________________
Face Value
or Number
of
Units Cost Market
____________________________________
SARA LEE CORPORATION, 6.45%, DUE 9/26/05 1,000,000 963,350 996,300
SYSCO CORPORATION, 7.00%, DUE 5/1/06 1,000,000 1,000,000 1,047,500
--------- --------- ---------
TOTAL FOOD 5,373,600 5,505,319
--------- ---------
TOTAL CONSUMER NONDURABLES 7,328,360 7,514,719
--------- ---------
SERVICES - 5.1%
RETAIL:
ALBERTSON'S INC., 6.18%, DUE 3/22/00 .. 1,000,000 1,000,000 999,300
PENNEY J.C., INC., 6.125%, DUE 11/15/03 2,500,000 2,444,520 2,475,750
PENNEY J.C., INC., 7.375%, DUE 8/15/08 1,000,000 999,590 1,066,100
WAL-MART STORES INC., 6.125%, 10/1/99 . 1,000,000 959,230 1,004,500
WAL- MART STORES INC., 6.50%, 6/1/03 .. 1,000,000 1,000,500 1,017,700
--------- --------- ---------
TOTAL RETAIL 6,403,840 6,563,350
--------- ---------
TOTAL SERVICES ....................... 6,403,840 6,563,350
--------- ---------
CONSUMER DURABLES - 2.4%
BUILDING:
ILLINOIS TOOL WORKS INC., 5.875%,
DUE 3/1/00 2,005,000 2,003,912 2,001,191
--------- --------- ---------
FURNITURE:
LEGGETT & PLATT INC., 6.10%, DUE 9/9/03 ...1,000,000 1,000,000 984,490
---------- --------- -------
TOTAL CONSUMER DURABLES .................. 3,003,912 2,985,681
--------- ---------
CAPITAL GOODS - 3.2%
ELECTRONICS:
TEXAS INSTRUMENTS INC., 6.125%, DUE 2/1/06 1,000,000 932,930 984,400
--------- ------- -------
OFFICE EQUIPMENT:
XEROX CORP., 7.15%, DUE 8/1/04 ....... 1,000,000 957,350 1,045,400
--------- ------- ---------
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
--------- ---------
See Notes to Financial Statements
F-26
<PAGE>
UMB BANK, n.a.
FUND FOR POOLING DEBT INVESTMENTS OF EMPLOYEE TRUSTS
STATEMENT OF INVESTMENTS HELD
OCTOBER 31, 1997
1997
____________________________________
Face Value
or Number
of
Units Cost Market
____________________________________
BASIC MATERIALS - 4.1%
CHEMICALS:
DU PONT, (E.I.) DE NEMOURS & CO. INC.,
6.21%, DUE 10/11/00 500,000 $ 500,000 $ 503,450
DOW CHEMICAL CO., 9.35%, DUE 3/15/02 ........400,000 400,000 427,400
ENGLEHARD CORP., 7.00%, DUE 8/1/01 ........1,000,000 998,060 1,030,900
---------- ------- ---------
TOTAL CHEMICALS 1,898,060 1,961,750
--------- ---------
METALS:
ALUMINUM COMPANY OF AMERICA, 5.75%,
DUE 2/1/01 1,000,000 970,080 993,500
--------- ------- -------
OIL AND GAS:
AMOCO CANADA PETROLEUM CO., 7.25%,
DUE 12/1/02 715,000 712,469 755,112
DRESSER INDUSTRIES INC., 6.25%, DUE 6/1/00 ..500,000 494,780 503,500
-------- ------- -------
TOTAL OIL AND GAS 1,207,249 1,258,612
--------- ---------
PAPER AND FORESTRY PRODUCTS:
INTERNATIONAL PAPER CO., 8.05%,
DUE 3/25/99 1,000,000 1,001,000 1,029,100
--------- --------- ---------
TOTAL BASIC MATERIALS 5,076,389 5,242,962
--------- ---------
TRANSPORTATION - 5.9%
AEROSPACE:
BOEING COMPANY, 6.35%, DUE 6/15/03 750,000 749,025 755,925
------- ------- -------
RAILROAD:
NORFOLK & WESTERN RAILWAY CO., EQUIP. TRUST
CERTIFICATE, 8.125%,DUE 11/15/02 ........ 1,320,000 1,291,094 1,412,532
UNION PACIFIC CORP., 6.25%, DUE 3/15/99 .. 1,000,000 1,000,000 1,003,800
UNION PACIFIC CORP., 7.875%, DUE 2/15/02 . 1,000,000 1,000,000 1,054,120
UNION PACIFIC RAILROAD CO., 6.15%,
DUE 4/1/03 ........... 750,000 725,520 742,800
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
UNION PACIFIC RESOURCES GROUP, 7.00%,
DUE 10/15/06 ...... 1,000,000 994,120 1,038,900
--------- ------- ---------
TOTAL RAILROAD 6,510,734 6,820,612
--------- ---------
TOTAL TRANSPORTATION 7,259,759 7,576,537
--------- ---------
UTILITIES - 22.0%
COMMUNICATION:
BELLSOUTH TELECOMMUNICATIONS, 6.25%,
DUE 5/15/03 ...... 1,500,000 1,493,355 1,499,070
BELL TELEPHONE OF PENNSYLVANIA, 6.125%,
DUE 3/15/03 ... 1,000,000 989,000 999,700
See Notes to Financial Statements
F-27
<PAGE>
UMB BANK, n.a.
FUND FOR POOLING DEBT INVESTMENTS OF EMPLOYEE TRUSTS
STATEMENT OF INVESTMENTS HELD
OCTOBER 31, 1997
1997
____________________________________
Face Value
or Number
of
Units Cost Market
____________________________________
GTE CALIFORNIA INC., 5.625%, DUE 2/1/01 ...1,500,000 $1,482,885 $1,476,150
GTE CALIFORNIA INC., 6.75%, DUE 3/15/04 ...1,000,000 954,121 1,014,300
GTE SOUTH, 6.00%, DUE 2/15/08 .............1,000,000 993,250 970,800
SOUTHWESTERN BELL TELEPHONE COMPANY, 5.75%,
DUE 9/1/04 1,000,000 996,430 960,700
UNITED TELEPHONE COMPANY OF FLORIDA, 6.25%,
DUE 5/15/03 1,500,000 1,487,925 1,501,350
--------- --------- ---------
TOTAL COMMUNICATION 8,396,966 8,422,070
--------- ---------
ELECTRIC:
CAROLINA POWER & LIGHT, 7.875%,
DUE 4/15/04 ........... 500,000 495,220 540,900
DELMARVA POWER & LIGHT CO., 7.50%,
DUE 5/1/99 ......... 1,000,000 995,140 1,023,500
DUKE POWER CO., 7.00%,
DUE 6/1/00 ..................... 2,500,000 2,425,825 2,531,250
EMERSON ELECTRIC CO., 6.30%,
DUE 11/1/05 .............. 3,000,000 2,988,870 3,011,100
FLORIDA POWER & LIGHT, 5.375%, DUE 4/1/00 .1,000,000 997,020 988,100
FLORIDA POWER & LIGHT, 5.70%, DUE 3/5/98 ..1,000,000 1,000,000 1,000,200
IDAHO POWER CO., 6.40%, DUE 5/1/03 ........1,500,000 1,497,795 1,516,500
IOWA ELECTRIC LIGHT & POWER COMPANY, 6.00%,
DUE 10/1/08 500,000 492,720 484,050
KANSAS CITY POWER & LIGHT COMPANY, 7.15%,
DUE 5/14/99 . 1,000,000 1,000,000 1,018,300
UNION ELECTRIC CO., 6.75%, DUE 10/15/99 ...1,000,000 995,480 1,014,800
---------- ------- ---------
TOTAL ELECTRIC 12,888,070 13,128,700
---------- ----------
GAS:
NORTHWEST NATURAL GAS COMPANY, 5.98%,
DUE 12/15/00 1,000,000 1,000,000 993,400
--------- --------- -------
TOTAL GAS 1,000,000 993,400
--------- -------
DIVERSIFIED:
BALTIMORE GAS & ELECTRIC CO., 6.50%,
DUE 2/15/03 ...... 1,000,000 988,450 1,013,600
CONSOLIDATED EDISON CO. OF NEW YORK, 6.625%,
DUE 7/1/05 1,000,000 998,840 1,021,200
PACIFIC GAS & ELECTRIC COMPANY, 6.25%,
DUE 3/1/04 ..... 1,000,000 1,000,000 1,001,400
PUBLIC SERVICE COMPANY OF OKLAHOMA, 6.02%,
DUE 3/1/01 . 1,500,000 1,476,275 1,499,850
WEST TEXAS UTILITIES COMPANY, 6.375%,
DUE 10/1/05 ..... 1,000,000 988,100 997,800
--------- ------- -------
TOTAL DIVERSIFIED 5,451,665 5,533,850
--------- ---------
TOTAL UTILITIES 27,736,701 28,078,020
---------- ----------
FINANCE - 4.3%
AMERITECH, 6.125%, DUE 10/15/01 ......... 1,000,000 1,000,000 1,003,600
CHEVRON CANANDA FINANCE LTD., 5.60%,
DUE 4/1/98 1,250,000 1,249,063 1,250,125
NYNEX CORP., 6.25%, DUE 3/15/03 .......... 1,000,000 967,900 1,006,880
NYNEX CAPITAL FUNDING CO., 8.75%,
DUE 12/1/04 . 2,000,000 1,995,000 2,257,800
-- - -- --------- --------- ---------
TOTAL FINANCE 5,211,963 5,518,405
--------- ---------
See Notes to Financial Statements
F-28
<PAGE>
UMB BANK, n.a.
FUND FOR POOLING DEBT INVESTMENTS OF EMPLOYEE TRUSTS
STATEMENT OF INVESTMENTS HELD
OCTOBER 31, 1997
1997
____________________________________
Face Value
or Number
of
Units Cost Market
____________________________________
TOTAL CORPORATE BONDS $65,873,924 $67,594,174
----------- -----------
COMMERCIAL PAPER - 3%
ARCHER DANIELS, DUE 11/3/97 343,000 342,835 342,835
------- ------- -------
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
------- ------- -------
TOTAL INVESTMENTS HELD $123,831,136 $127,865,784
============ ============
See Notes to Financial Statements
F-29
<PAGE>
UMB BANK, n.a.
FUND FOR POOLING DEBT INVESTMENTS OF EMPLOYEE TRUSTS
STATEMENTS OF OPERATIONS
YEARS ENDED OCTOBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
INVESTMENT INCOME
<S> <C> <C> <C>
Interest ..................... $7,710,035 $9,653,774 $11,618,424
Audit expense ............... 9,190 9,190 9,826
----- ----- -----
Net investment income . 7,700,845 9,644,584 11,608,598
--------- --------- ----------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
Realized gain (loss) on investments sold, matured or redeemed
Proceeds .............. 83,088,516 121,162,314 77,110,680
Cost of investments ... 82,778,172 120,799,772 77,583,349
---------- ----------- ----------
Net realized gain (loss)
on investments sold, matured or redeemed ... 310,344 362,542 (472,669)
------- ------- --------
Unrealized gain (loss) on investments
Beginning of year ..... 3,150,137 2,123,804 3,232,868
End of year ............. 6,560,164 3,150,137 2,123,804
--------- --------- ---------
Net unrealized gain (loss)
on investments ....... 3,410,027 1,026,333 (1,109,064)
--------- --------- ----------
Net realized and unrealized gain
(loss) on investments ............... 3,720,371 1,388,875 (1,581,733)
--------- --------- ----------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS ......... $ 11,421,216 $ 11,033,459 $ 10,026,865
============ ============ ============
TOTAL EXPENSE AS A PERCENT OF NET
INVESTMENT INCOME ... 0.12% 0.10% 0.08%
==== ==== ====
</TABLE>
See Notes to Financial Statements
F-30
<PAGE>
UMB Bank, n.a.
FUND FOR POOLING DEBT INVESTMENTS OF EMPLOYEE TRUSTS
STATEMENTS OF PARTICIPANTS' INTEREST
YEARS ENDED OCTOBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
1998 1997 1996
________________________________________________________________________________________
Units Amount Units Amount Units Amount
________________________________________________________________________________________
PARTICIPANTS' INTEREST,
<S> <C> <C> <C> <C> <C> <C>
Beginning of year ........ 1,958,030 $130,005,324 2,752,806 $168,974,494 2,825,108 $164,323,270
--------- ------------ --------- ------------ --------- ------------
FROM INVESTMENT ACTIVITIES
Net investment income ............ ...... 7,700,845 9,644,584 11,608,598
Net realized gain (loss) on investments
sold, matured or redeemed ...................310,344 362,542 (472,669)
Net unrealized gain (loss) on investments ....... 3,410,027 1,026,333 (1,109,064)
--------- --------- ----------
Net increase from investment activities .. 11,421,216 11,033,459 10,026,865
---------- ---------- ----------
FROM PARTICIPATING UNIT TRANSACTIONS
Issuance of units ........... 201,444 13,743,230 264,109 16,573,341 821,838 47,562,094
Redemption of units ......... (567,189) (38,709,887) (1,058,885) (66,575,970) (894,140) (52,937,735)
-------- ----------- ---------- ----------- -------- -----------
Net decrease from participating
unit transactions ............ (365,745) (24,966,657) (794,776) (50,002,629) (72,302) (5,375,641)
-------- ----------- -------- ----------- ------- ----------
PARTICIPANTS' INTEREST, End of year ...... 1,592,285 $116,459,883 1,958,030 $130,005,324 2,752,806 $168,974,494
========= ============ ========= ============ ========= ============
NET ASSET VALUE PER PARTICIPATING UNIT $73.14 $66.40 $61.38
====== ====== ======
</TABLE>
See Notes to Financial Statements
F-31
<PAGE>
UMB BANK, n.a.
POOLED INCOME FUND FOR EMPLOYEE TRUSTS
STATEMENTS OF ASSETS AND LIABILITIES
OCTOBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
1998 1997
------------------ --------------------
Cost Market Cost Market
---- ------ ---- ------
ASSETS
Investments:
<S> <C> <C> <C> <C>
United States Government
and Agency Obligations $14,997,316 $14,997,316 $ 3,745,361 $ 3,745,361
Commercial paper 8,733,926 8,733,926 25,888,682 25,888,682
Short-term money market fund 4,109,585 4,109,585 5,269,537 5,269,537
--------- --------- --------- ---------
$27,840,827 27,840,827 $34,903,580 $34,903,580
=========== ===========
Interest receivable 126,202 89,885
------- ------
27,967,029 34,993,465
LIABILITIES
Audit fee payable 3,369 3,369
----- -----
PARTICIPANTS' INTEREST, Equivalent to $56.04 per unit on
499,036 units outstanding in 1998 and $52.92 per unit on
661,185 units outstanding in 1997 $27,963,660 $34,990,096
=========== ===========
</TABLE>
See Notes to Financial Statements
F-32
<PAGE>
UMB BANK, n.a.
POOLED INCOME FUND FOR EMPLOYEE TRUSTS
STATEMENT OF INVESTMENTS HELD
OCTOBER 31, 1998
1998
____________________________________
Face Value
or Number
of
Units Cost Market
____________________________________
UNITED STATES GOVERNMENTS AND AGENCY
OBLIGATIONS - 53.9%
FEDERAL HOME LOAN BANK, DISCOUNT NOTE,
DUE 11/4/98 2,000,000 $ 1,992,320 $ 1,992,320
FEDERAL HOME LOAN MORTGAGE CORPORATION,
DISCOUNT NOTE, DUE 11/9/98 ................2,000,000 1,982,033 1,982,033
FEDERAL HOME LOAN MORTGAGE CORPORATION,
DISCOUNT NOTE, DUE 11/17/98 ...............1,000,000 995,061 995,061
FEDERAL HOME LOAN MORTGAGE CORPORATION,
DISCOUNT NOTE, DUE 11/25/98 .............. 4,000,000 3,972,124 3,972,124
FEDERAL HOME LOAN MORTGAGE CORPORATION,
DISCOUNT NOTE, DUE 11/30/98 ...............4,000,000 3,969,280 3,969,280
FEDERAL HOME LOAN MORTGAGE CORPORATION,
DISCOUNT NOTE, DUE 12/18/98 .............. 1,000,000 992,348 992,348
FEDERAL NATIONAL MORTGAGE ASSOCIATION,
DISCOUNT NOTE, DUE 11/19/98 ...............1,000,000 995,495 995,495
UNITED STATES TREASURY BILL, DUE 11/5/98 ....100,000 98,655 98,655
-------- ------ ------
TOTAL UNITED STATES GOVERNMENT AND AGENCY OBLIGATIONS 14,997,316 14,997,316
---------- ----------
COMMERCIAL PAPER - 31.4%
AMGEN INC., DUE 11/3/98 ............... 1,200,000 1,195,363 1,195,363
BELLSOUTH TELECOMMUNICATIONS,
DUE 1/19/99 .... 1,000,000 988,611 988,611
DONNELLY R.R. & SONS CO., DUE 11/17/98 ... 1,300,000 1,296,155 1,296,155
GENERAL RE, DUE 11/19/98 ................. 1,000,000 995,202 995,202
JOHNSON & JOHNSON, DUE 12/14/98 .......... 1,000,000 993,725 993,725
MINNESOTA MINING & MANUFACTURING,
DUE 11/18/98 ............................. 1,000,000 993,107 993,107
MINNESOTA MINING & MANUFACTURING,
DUE 11/24/98 ............................. 1,000,000 985,467 985,467
MONSANTO COMPANY, DUE 11/10/98 ........... 1,300,000 1,286,296 1,286,296
--------- --------- ---------
TOTAL COMMERCIAL PAPER ........ 8,733,926 8,733,926
--------- ---------
SHORT-TERM MONEY MARKET FUND - 14.8%;
SHORT-TERM MONEY MARKET FUND OF
UMB BANK, n.a 4,109,585 4,109,585 4,109,585
--------- --------- ---------
TOTAL INVESTMENTS HELD ............................. $27,840,827 $27,840,827
=========== ===========
See Notes to Financial Statements
F-33
<PAGE>
UMB BANK, n.a.
POOLED INCOME FUND FOR EMPLOYEE TRUSTS
STATEMENT OF INVESTMENTS HELD
OCTOBER 31, 1997
1997
____________________________________
Face Value
or Number
of
Units Cost Market
____________________________________
UNITED STATES GOVERNMENTS AND AGENCY
OBLIGATIONS - 10.7%
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 11/28/97 1,757,000 1,745,361 1,745,361
--------- --------- ---------
TOTAL UNITED STATES GOVERNMENT AND AGENCY
OBLIGATIONS 3,745,361 3,745,361
--------- ---------
COMMERCIAL PAPER - 74.2%
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
BELL ATLANTIC, DUE 11/6/97 ......1,800,000 1,796,150 1,796,150
DOW CHEMICAL, DUE 11/5/97 .......1,800,000 1,794,794 1,794,794
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
KIMBERLY CLARK, DUE 11/3/97 .....1,800,000 1,788,492 1,788,492
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
---------- --------- ---------
TOTAL COMMERCIAL PAPER 25,888,682 25,888,682
---------- ----------
SHORT-TERM MONEY MARKET FUND - 15.1%
SHORT-TERM MONEY MARKET FUND
OF UMB BANK, n.a 5,269,537 5,269,537 5,269,537
--------- --------- ---------
TOTAL INVESTMENTS HELD $34,903,580 $34,903,580
=========== ===========
See Notes to Financial Statements
F-34
<PAGE>
UMB BANK, n.a.
POOLED INCOME FUND FOR EMPLOYEE TRUSTS
STATEMENTS OF OPERATIONS
YEARS ENDED OCTOBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
INVESTMENT INCOME
<S> <C> <C> <C>
Interest $1,724,563 $2,198,406 $2,963,509
Audit expense 3,369 3,369 2,744
----- ----- -----
Net investment income 1,721,194 2,195,037 2,960,765
--------- --------- ---------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
Realized gain (loss) on investments sold, matured or redeemed
Proceeds 315,287,622 386,568,695 555,983,956
Cost of investments 315,287,622 386,567,132 556,011,916
----------- ----------- -----------
Net realized gain (loss)
on investments sold,
matured or redeemed 0 1,563 (27,960)
- ----- -------
Unrealized gain (loss) on investments
Beginning of year 3,608 5,640
End of year 3,608
----- -----
Net unrealized gain (loss) on investments (3,608) (2,032)
----- -----
Net realized and unrealized gain (loss)
on investments (2,045) (29,992)
----- -----
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $1,721,194 $2,192,992 $2,930,773
========== ========== ==========
TOTAL EXPENSE AS A PERCENT OF NET
INVESTMENT INCOME 0.20% 0.15% 0.09%
==== ==== ====
</TABLE>
See Notes to Financial Statements
F-35
<PAGE>
UMB BANK, n.a.
POOLED INCOME FUND FOR EMPLOYEE TRUSTS
STATEMENTS OF PARTICIPANTS' INTEREST
YEARS ENDED OCTOBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
1998 1997 1996
------------------------------------------------------------------------------------
Units Amount Units Amount Units Amount
<S> <C> <C> <C> <C> <C> <C>
PARTICIPANTS' INTEREST, Beginning of year 661,185 $34,990,096 884,822 $44,332,553 1,386,619 $65,734,732
------- ----------- ------- ----------- --------- -----------
FROM INVESTMENT ACTIVITIES
Net investment income 1,721,194 2,195,037 2,960,765
Net realized gain (loss) on investments
sold, matured or redeemed 1,563 (27,960)
Net unrealized gain (loss) on investments (3,608) (2,032)
----------- ----------- -----------
Net increase from investment activities 1,721,194 2,192,992 2,930,773
----------- ----------- -----------
FROM PARTICIPATING UNIT TRANSACTIONS
Issuance of units 166,045 8,994,808 234,477 12,065,221 317,334 15,456,701
Redemption of units (328,194) (17,742,438) (458,114) (23,600,670) (819,131) (39,789,653)
-------- ----------- -------- ----------- -------- -----------
Net decrease from participating
unit transactions (162,149) (8,747,630) (223,637) (11,535,449) (501,797) (24,332,952)
-------- ---------- -------- ----------- -------- -----------
PARTICIPANTS' INTEREST, End of year 499,036 $27,963,660 661,185 $34,990,096 884,822 $44,332,553
======= =========== ======= =========== ======= ===========
NET ASSET VALUE PER PARTICIPATING UNIT $56.04 $52.92 $50.10
====== ====== ======
</TABLE>
See Notes to Financial Statements
F-36
<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, 1998
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. In addition, the Funds' units
are registered with the Securities & Exchange Commission under the 1933 Act.
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.
Investments
- -----------
Securities traded on a national securities exchange are valued at the
last reported sales price on the last business day of the year or, if no sale
was reported on that date, at the average of the last reported bid and asked
prices. Securities traded over-the-counter are valued at the average of the last
reported bid and asked prices. Short-term obligations are valued at amortized
cost, which approximates market value. Securities not priced elsewhere are
priced by the Trustee, utilizing prices quoted by security brokers or dealers or
investment bankers. Investment transactions are recorded on the trade date.
Interest income is recorded daily. Dividend income is recorded on the
ex-dividend date. Realized gains and losses from investment transactions and
unrealized appreciation and depreciation of investments are reported on the
identified cost basis.
Amortization
- ------------
Discounts and premiums on securities purchased are amortized over the
life of the respective securities.
F-37
<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, 1998
NOTE 1: NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
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.
