SCOUT MONEY MARKET FUND INC, 485BPOS, 1998-10-23

SCOUT MONEY MARKET FUND INC
485BPOS, 1998-10-23

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. _____ [ ]

Post-Effective Amendment No. 31 File No. 2-79131 [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 32 File No. 811-3557 [X]

UMB SCOUT STOCK FUND, INC.
- --------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

700 Karnes Blvd., Kansas City, Missouri 64108-3306
- --------------------------------------------------------------
(Address of Principal Executive Office)

Registrant's Telephone Number, including Area Code (816)-751-5900

Larry D. Armel, President, UMB SCOUT STOCK FUND, INC.
700 Karnes Blvd., Kansas City, Missouri 64108-3306
- --------------------------------------------------------------
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: October 31, 1998

It is proposed that this filing become effective:

X On October 31, 1998, pursuant to paragraph (b)

Title of securities being registered:

Common Stock, $1.00 par value

Please address inquiries and communications to:
Martin A. Cramer
Scout Stock Fund, Inc.
700 Karnes Blvd.
Kansas City, MO 64108-3306
Telephone: (816) 751-5900

and a carbon copy of all communications to:
Mark H. Plafker, Esq.
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098
Telephone: (215) 564-8000

<PAGE>

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. _____ [ ]

Post-Effective Amendment No. 26 File No. 33-9175 [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 27 File No. 811-4860 [X]

UMB SCOUT REGIONAL FUND, INC.
- --------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

700 Karnes Blvd., Kansas City, Missouri 64108-3306
- --------------------------------------------------------------
(Address of Principal Executive Office)

Registrant's Telephone Number, including Area Code (816)-751-5900

Larry D. Armel, President, UMB SCOUT REGIONAL FUND, INC.
700 Karnes Blvd., Kansas City, Missouri 64108-3306
- --------------------------------------------------------------
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: October 31, 1998

It is proposed that this filing become effective:

X On October 31, 1998, pursuant to paragraph (b)

Title of securities being registered:

Common Stock, $1.00 par value

Please address inquiries and communications to:
Martin A. Cramer
Scout Regional Fund, Inc.
700 Karnes Blvd.
Kansas City, MO 64108-3306
Telephone: (816) 751-5900

and a carbon copy of all communications to:
Mark H. Plafker, Esq.
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098
Telephone: (215) 564-8000

<PAGE>

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. _____ [ ]

Post-Effective Amendment No. 7 File No. 33-61123 [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 8 File No. 811-07323 [X]

UMB SCOUT BALANCED FUND, INC.
- --------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

700 Karnes Blvd., Kansas City, Missouri 64108-3306
- --------------------------------------------------------------
(Address of Principal Executive Office)

Registrant's Telephone Number, including Area Code (816)-751-5900

Larry D. Armel, President, UMB SCOUT BALANCED FUND, INC.
700 Karnes Blvd., Kansas City, Missouri 64108-3306
- --------------------------------------------------------------
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: October 31, 1998

It is proposed that this filing become effective:

X On October 31, 1998, pursuant to paragraph (b)

Title of securities being registered:

Common Stock, $1.00 par value

Please address inquiries and communications to:
Martin A. Cramer
Scout Balanced Fund, Inc.
700 Karnes Blvd.
Kansas City, MO 64108-3306
Telephone: (816) 751-5900

and a carbon copy of all communications to:
Mark H. Plafker, Esq.
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098
Telephone: (215) 564-8000

<PAGE>

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. _____ [ ]

Post-Effective Amendment No. 31 File No. 2-79132 [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 32 File No. 811-3558 [X]

UMB SCOUT BOND FUND, INC.
- --------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

700 Karnes Blvd., Kansas City, Missouri 64108-3306
- --------------------------------------------------------------
(Address of Principal Executive Office)

Registrant's Telephone Number, including Area Code (816)-751-5900

Larry D. Armel, President, UMB SCOUT BOND FUND, INC.
700 Karnes Blvd., Kansas City, Missouri 64108-3306
- --------------------------------------------------------------
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: October 31, 1998

It is proposed that this filing become effective:

X On October 31, 1998, pursuant to paragraph (b)

Title of securities being registered:

Common Stock, $1.00 par value

Please address inquiries and communications to:
Martin A. Cramer
Scout Bond Fund, Inc.
700 Karnes Blvd.
Kansas City, MO 64108-3306
Telephone: (816) 751-5900

and a carbon copy of all communications to:
Mark H. Plafker, Esq.
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098
Telephone: (215) 564-8000

<PAGE>

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. _____ [ ]

Post-Effective Amendment No. 14 File No. 33-58070 [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 16 File No. 811-7472 [X]

UMB SCOUT WORLDWIDE FUND, INC.
- --------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

700 Karnes Blvd., Kansas City, Missouri 64108-3306
- --------------------------------------------------------------
(Address of Principal Executive Office)

Registrant's Telephone Number, including Area Code (816)-751-5900

Larry D. Armel, President, UMB SCOUT WORLDWIDE FUND, INC.
700 Karnes Blvd., Kansas City, Missouri 64108-3306
- --------------------------------------------------------------
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: October 31, 1998

It is proposed that this filing become effective:

X On October 31, 1998, pursuant to paragraph (b)

Title of securities being registered:

Common Stock, $1.00 par value

Please address inquiries and communications to:
Martin A. Cramer
Scout WorldWide Fund, Inc.
700 Karnes Blvd.
Kansas City, MO 64108-3306
Telephone: (816) 751-5900

and a carbon copy of all communications to:
Mark H. Plafker, Esq.
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098
Telephone: (215) 564-8000

<PAGE>

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. _____ [ ]

Post-Effective Amendment No. 32 File No. 2-78688 [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 33 File No. 811-3528 [X]

UMB SCOUT MONEY MARKET FUND, INC.
- --------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

700 Karnes Blvd., Kansas City, Missouri 64108-3306
- --------------------------------------------------------------
(Address of Principal Executive Office)

Registrant's Telephone Number, including Area Code (816)-751-5900

Larry D. Armel, President, UMB SCOUT MONEY MARKET FUND, INC.
700 Karnes Blvd., Kansas City, Missouri 64108-3306
- --------------------------------------------------------------
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: October 31, 1998

It is proposed that this filing become effective:

X On October 31, 1998, pursuant to paragraph (b)

Title of securities being registered:

Common Stock, $0.01 par value

Please address inquiries and communications to:
Martin A. Cramer
Scout Money Market Fund, Inc.
700 Karnes Blvd.
Kansas City, MO 64108-3306
Telephone: (816) 751-5900

and a carbon copy of all communications to:
Mark H. Plafker, Esq.
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098
Telephone: (215) 564-8000

<PAGE>

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. _____ [ ]

Post-Effective Amendment No. 32 File No. 2-79130 [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 33 File No. 811-3556 [X]

UMB SCOUT TAX-FREE MONEY MARKET FUND, INC.
- --------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

700 Karnes Blvd., Kansas City, Missouri 64108-3306
- --------------------------------------------------------------
(Address of Principal Executive Office)

Registrant's Telephone Number, including Area Code (816)-751-5900

Larry D. Armel, President, UMB SCOUT TAX-FREE MONEY MARKET FUND, INC.
700 Karnes Blvd., Kansas City, Missouri 64108-3306
- --------------------------------------------------------------
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: October 31, 1998

It is proposed that this filing become effective:

X On October 31, 1998, pursuant to paragraph (b)

Title of securities being registered:

Common Stock, $0.01 par value

Please address inquiries and communications to:
Martin A. Cramer
Scout Tax-Free Money Market Fund, Inc.
700 Karnes Blvd.
Kansas City, MO 64108-3306
Telephone: (816) 751-5900

and a carbon copy of all communications to:
Mark H. Plafker, Esq.
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098
Telephone: (215) 564-8000

<PAGE>

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. _____ [ ]

Post-Effective Amendment No. 1 File No. 333-40843 [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 3 File No. 811-08511 [X]

UMB SCOUT CAPITAL PRESERVATION FUND, INC.
- --------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

700 Karnes Blvd., Kansas City, Missouri 64108-3306
- --------------------------------------------------------------
(Address of Principal Executive Office)

Registrant's Telephone Number, including Area Code (816)-751-5900

Larry D. Armel, President, UMB SCOUT CAPITAL PRESERVATION FUND, INC.
700 Karnes Blvd., Kansas City, Missouri 64108-3306
- --------------------------------------------------------------
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: October 31, 1998

It is proposed that this filing become effective:

X On October 31, 1998, pursuant to paragraph (b)

Title of securities being registered:

Common Stock, $1.00 par value

Please address inquiries and communications to:
Martin A. Cramer
Scout Capital Preservation Fund, Inc.
700 Karnes Blvd.
Kansas City, MO 64108-3306
Telephone: (816) 751-5900

and a carbon copy of all communications to:
Mark H. Plafker, Esq.
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098
Telephone: (215) 564-8000

<PAGE>

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. _____ [ ]

Post-Effective Amendment No. 1 File No. 333-40845 [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 3 File No. 811-08513 [X]

UMB SCOUT KANSAS TAX-EXEMPT BOND FUND, INC.
- --------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

700 Karnes Blvd., Kansas City, Missouri 64108-3306
- --------------------------------------------------------------
(Address of Principal Executive Office)

Registrant's Telephone Number, including Area Code (816)-751-5900

Larry D. Armel, President, UMB SCOUT KANAS TAX-EXEMPT BOND FUND, INC.
700 Karnes Blvd., Kansas City, Missouri 64108-3306
- --------------------------------------------------------------
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: October 31, 1998

It is proposed that this filing become effective:

X On October 31, 1998, pursuant to paragraph (b)

Title of securities being registered:

Common Stock, $1.00 par value

Please address inquiries and communications to:
Martin A. Cramer
Scout Kansas Tax-Exempt Bond Fund, Inc.
700 Karnes Blvd.
Kansas City, MO 64108-3306
Telephone: (816) 751-5900

and a carbon copy of all communications to:
Mark H. Plafker, Esq.
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098
Telephone: (215) 564-8000

<PAGE>

UMB SCOUT GROUP CROSS REFERENCE SHEET

Form N-1A Item Number Location in Prospectus

Item 1. Cover Page . . . . . . . . . . . . . Cover Page

Item 2. Synopsis . . . . . . . . . . . . . . Not Applicable

Item 3. Condensed Financial Information . . Per Share Capital and
Income Changes

Item 4. General Description of Registrant. . Investment Objective
and Portfolio
Management Policy

Item 5. Management of the Fund . . . . . . . Officers and Directors;
Management and
Investment Counsel

Item 6. Capital Stock and Other Securities . How to Purchase Shares;
How to Redeem Shares;
How Share Price is
Determined; General
Information and
History; How Share
Price is Determined
Dividends Distributions
and their Taxation

Item 7. Purchase of Securities . . . . . . . Cover Page; How to
being Offered Purchase Shares;
Shareholder Services

Item 8. Redemption or Repurchase . . . . . . How to Redeem Shares

Item 9. Pending Legal Proceedings . . . . . Not Applicable

Item 10. Cover Page . . . . . . . . . . . . . Cover Page

Item 11. Table of Contents . . . . . . . . . Cover Page

Item 12. General Information and History . . Investment Objectives and
Policies; Management and
Investment Counsel

Item 13. Investment Objectives and Policies . Investment Objectives
and Policies;
Investment Restrictions

Item 14. Management of the Fund . . . . . . . Management and
Investment Counsel

Item 15. Control Persons and Principal . . . Management and
Holders of Securities Investment Counsel;
Officers and Directors

Item 16. Investment Advisory and other . . . Management and Investment
Services Counsel; Shareholder
Services (Prospectus)

Item 17. Brokerage Allocation . . . . . . . . Portfolio Transactions

Item 18. Capital Stock and Other Securities . General Information;
Financial Statements

Item 19. Purchase, Redemption and Pricing . . How Share Purchases
of Securities Being Offered are Handled; Redemption
of Shares
Financial Statements

Item 20. Tax Status . . . . . . . . . . . . . Dividends, Distributions
and their Taxation (in
Prospectus)

Item 21. Underwriters . . . . . . . . . . . . How the Fund's Shares
are Distributed

Item 22. Calculation of Yield Quotations. . . Performance Measures
of Money Market Fund

Item 23. Financial Statements . . . . . . . . (Incorporated by
reference)

<PAGE>

UMB SCOUT FUNDS [formely known as the Scout Funds]
PROSPECTUS October 31, 1998

Stock Fund
Regional Fund
WorldWide Fund
Capital Preservation Fund
Balanced Fund
Bond Fund
Kansas Tax-Exempt Bond Fund
Money Market Fund
Tax-Free Money Market Fund

OPPORTUNITY
BEYOND
TOMORROW

PROSPECTUS
October 31, 1998

Toll-Free 1-800-996-2862

UMB Scout Stock Fund, Inc.
UMB Scout Regional Fund, Inc.
UMB Scout WorldWide Fund, Inc.
UMB Scout Capital Preservation Fund, Inc.
UMB Scout Balanced Fund, Inc.
UMB Scout Bond Fund, Inc.
UMB Scout Kansas Tax-Exempt Bond Fund, Inc.
UMB Scout Money Market Fund, Inc.
UMB Scout Tax-Free Money Market Fund, Inc.

INVESTMENT OBJECTIVES

The UMB Scout Funds (formerly, the Scout Funds) were created especially
for the benefit of customers of affiliated banks of UMB Financial
Corporation and those investors who share the Funds' investment goals.
All of the Funds are no-load.

UMB Scout Stock Fund's investment objective is long-term growth of both
capital and dividend income.

UMB Scout Regional Fund's objective is long-term growth of both capital
and dividend income through investment in smaller midwestern regional
companies.

UMB Scout WorldWide Fund's objective is long-term growth of both capital
and dividend income through investment in a diversified portfolio of
equity securities of established companies either located outside the
United States, or whose primary business is carried on outside the
country. The Fund initially intends to invest in the securities of
foreign issuers issued within the United States such as American
Depository Receipts (ADR's). The Fund intends to spread its investments
among various countries and a number of different industries.

UMB Scout Capital Preservation Fund seeks long-term capital growth.
Long-term capital growth is intended to be achieved primarily by the
Fund's investment in a diversified portfolio of equity securities
(common stocks and convertible securities).

UMB Scout Balanced Fund seeks both long-term capital growth and high
current income. Long-term capital growth is intended to be achieved
primarily by the Fund's investment in a diversified portfolio of equity
securities (common stocks and securities convertible into common
stocks). High current income is intended to be achieved by the Fund's
investment in a diversified portfolio of fixed-income obligations.

UMB Scout Bond Fund's investment objective is maximum current income
consistent with its quality and maturity standards by investing in a
diversified list of fixed-income obligations.

UMB Scout Kansas Tax-Exempt Bond Fund seeks current income exempt from
regular federal income tax and Kansas state personal income taxes. The
Fund seeks to achieve its objective by investing at least 80% of its net
assets in municipal bonds or debt instruments, the interest on which is
exempt from regular federal income tax and from Kansas state personal
income tax.

UMB Scout Money Market Fund offers two portfolios with the objective of
maximizing income consistent with safety of principal and liquidity. The
Fund further seeks to maintain a constant net asset value (price) of
$1.00 per share.

UMB Scout Tax-Free Money Market Fund's investment objective is
maximizing income free from federal income tax consistent with safety of
principal and liquidity. The Fund further seeks to maintain a constant
net asset value (price) of $1.00 per share by investing in short-term
investment-grade municipal securities which are exempt from federal
income tax.

There are no guarantees that any of the Funds' objectives will be met,
or that the $1.00 per share price of the Money Market or Tax-Free Money
Market Funds will be maintained.

ADDITIONAL INFORMATION

The shares offered by this prospectus are not deposits or obligations
of, nor guaranteed or endorsed by, UMB Bank, n.a. or any of its
affiliate banks. They are not federally insured by the Federal Deposit
Insurance Corporation (F.D.I.C.), the Federal Reserve Board or any other
agency. These shares may involve investment risks, including the
possible loss of the principal invested. UMB Scout Kansas Tax-Exempt
Bond Fund is available in Kansas and Missouri only. This prospectus does
not constitute an offering for sale of UMB Scout Kansas Tax-Exempt Bond
Fund in any other state.

This prospectus should be read and retained for future reference. It
contains the information that you should know before you invest. A
"Statement of Additional Information" of the same date as this
prospectus has been filed with the Securities and Exchange Commission
and is incorporated by reference. Investors desiring additional
information about the Funds may obtain a copy without charge by calling
the Funds at the telephone number indicated above or by writing to the
address on the back cover.

These securities have not been approved or disapproved by the Securities
and Exchange Commission nor has the Commission passed upon the accuracy
or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

PURCHASE INFORMATION

Minimum Investment (each Fund or Portfolio selected)
Initial Purchase $ 1,000
(unless Automatic Monthly)
Initial IRA and Uniform Transfers
(Gifts) to Minors Purchases $ 250
(unless Automatic Monthly)

Subsequent Purchase:
(unless Automatic Monthly)
By Mail $ 100
By Telephone Purchase (ACH) $ 100
By Wire $ 500

Automatic Monthly Purchases (ACH):
Initial $ 100
Subsequent $ 50

Shares are purchased and redeemed at net asset value. There are no
sales, redemption or Rule 12b-1 distribution charges. If you need
further information, please call the Funds at the telephone number
indicated on page 1.

TABLE OF CONTENTS

Page
Highlights 4
Fund Expenses 6
Financial Highlights 8
Investment Objective and Portfolio Management Policy 17
Repurchase Agreements 25
Risk Factors 25
Investment Restrictions 27
Performance Measures 27
How to Purchase Shares 28
Initial Investments 29
Investments Subsequent to Initial Investment 29
Telephone Investment Service 29
Automatic Monthly Investment Plan 30
How to Redeem Shares 30
Systematic Redemption Plan 32
How to Exchange Shares Between UMB Scout Funds 32
How Share Price is Determined 33
Officers and Directors 34
Manager and Underwriter 34
General Information and History 35
Dividends, Distributions and Their Taxation 36
Shareholder Services 37
Shareholder Inquiries 37

The Funds - The UMB Scout Funds are a group of nine open-end
diversified investment companies sponsored by Jones & Babson, Inc.
especially for customers of affiliate banks of UMB Financial
Corporation. 1

UMB Scout Stock Fund invests in common stocks of companies selected for
their promise of long-term growth of both capital and dividend income.
17

UMB Scout Regional Fund invests in common stocks of midwestern regional
companies selected for their promise of long-term growth of both capital
and dividend income. 17

UMB Scout WorldWide Fund seeks long-term growth of both capital and
dividend income through investments in equity securities of established
companies either located outside the U.S. or whose primary business is
carried on outside the country. 18

UMB Scout Capital Preservation Fund seeks long-term capital growth by
investing primarily in equity securities (common stocks and convertible
securities). 19

UMB Scout Balanced Fund seeks both long-term capital growth by
investment in equity securities and high current income by investment in
fixed-income obligations. 20

UMB Scout Bond Fund seeks maximum current income consistent with its
quality and maturity standards by investing in fixed income obligations.
21

UMB Scout Kansas Tax-Exempt Bond Fund seeks current income exempt from
regular federal income tax and Kansas state personal income taxes by
investing primarily in municipal bonds or debt instruments. 22

UMB Scout Money Market Fund and UMB Scout Tax-Free Money Market Fund are
convenient facilities for investors to manage their money over the
short-term for the purpose of maximizing income consistent with safety
of principal and liquidity. Maturities will not exceed one year.
Average-weighted maturity in each portfolio or fund will not exceed 90
days. UMB Scout Money Market Fund holdings will be limited to domestic
issues of high quality. UMB Scout Tax-Free Money Market Fund holdings
will be primarily invested in domestic issues of high quality municipal
securities. 24

How to Invest - Fund shares can only be purchased directly from the
Funds through the underwriter, Jones & Babson, Inc. The minimum initial
purchase is $1,000 unless your purchase is pursuant to an IRA or the
Uniform Transfers (Gifts) to Minors Act, in which case the minimum
initial purchase is $250. Subsequent purchases must be at least $100,
except wire purchases which must be in the amount of $500 or more. 28

Telephone Investment - You may make investments of $100 or more by
telephone if you have authorized such investments. 29

Automatic Monthly Investment - You may elect to make monthly
investments in a constant dollar amount from your checking account ($50
minimum, after an initial investment of $100 or more). 30

Redemption - Shares of the Funds are redeemable at net asset value next
effective after receipt by the Fund of a shareholder's request in good
order. There are no redemption charges. 30

Exchange Privilege with Other UMB Scout Funds - Shareholders may
exchange shares of their Fund, without charge for shares of another UMB
Scout Fund or Portfolio. The minimum exchange amount is $1,000 provided
this meets the minimum investment requirement of the Fund or Portfolio
into which it is exchanged ($100 minimum for Automatic Exchanges).
Exchanges may or may not be taxable depending on the shareholder's tax
status. 32

Management of the Funds and Fees - The Funds are managed by UMB Bank,
n.a. which supplies all normal services necessary for the Funds to
function as open-end diversified investment companies. The Management
fees charged by the Bank to each Fund cover all normal operating costs,
exclusive of taxes, fees and other charges of governments and their
agencies (including the cost of qualifying the Funds' shares for sale in
any jurisdiction), dues, interest, brokerage commissions and
extraordinary costs, if any. UMB Scout Money Market Fund, UMB Scout Tax-
Free Money Market Fund and UMB Scout Kansas Tax-Exempt Bond Fund are
charged an annual fee of 50/100 of 1% (0.50%) of the Funds' average
daily net assets. UMB Scout Stock Fund, UMB Scout Regional Fund, UMB
Scout Bond Fund, UMB Scout WorldWide Fund, UMB Scout Balanced Fund and
UMB Scout Capital Preservation Fund are charged annual fees of 85/100 of
1% (0.85%) of the Funds' average daily net assets. 34

Dividend Policies - UMB Scout Stock Fund, UMB Scout Regional Fund, UMB
Scout WorldWide Fund and UMB Scout Balanced Fund will pay substantially
all of their net investment income semiannually, usually in June and
December. It is contemplated that substantially all of any net capital
gains realized during a fiscal year will be distributed with the fiscal
year-end dividend, with any remaining balance paid in December. 36

UMB Scout Capital Preservation Fund will pay dividends from net
investment income semiannually, usually in June and December.
Distributions from capital gains realized on the sale of securities, if
any, will be declared annually on or before December 31 and will be
reinvested automatically in additional shares. 36

UMB Scout Bond Fund will declare a dividend every business day, equal to
substantially all of the Fund's undistributed net investment income
which is pro-rated daily among the shares eligible to receive it. Daily
dividends are accumulated and paid monthly. Substantially all of any net
capital gains realized during a fiscal year will be distributed with the
fiscal year-end dividend, with any remaining balance paid in December. 36

UMB Scout Kansas Tax-Exempt Bond Fund will declare a dividend every
business day, equal to substantially all of the Fund's undistributed net
investment income which is pro-rated daily among the shares eligible to
receive it. Daily dividends are accumulated and paid monthly.
Substantially all of any net capital gains realized will be distributed
annually on or before December 31. 36

UMB Scout Tax-Free Money Market Fund and each Portfolio of UMB Scout
Money Market Fund declare a dividend every business day, equal to
substantially all of their undistributed net investment income which is
pro-rated daily among the shares eligible to receive it. Daily dividends
are accumulated and paid monthly. These Funds' policies relating to
maturities make it unlikely that they will have capital gains or losses.
36

Taxes - The Funds will distribute substantially all of their net income
each year in order to be exempt from federal income tax. Dividend and
capital gains distributions will be taxable to each shareholder
depending upon the shareholder's tax status. 36

Risk Factors - Risk Factors generally include interest rate risk,
currency risk and general equity risk.

For a discussion of risk factors applicable to repurchase agreements. 25

For a discussion of risk factors applicable to money market instruments.
26
For a discussion of risk factors applicable to concentration of assets
in the banking industry. 26

For a discussion of risk factors applicable to foreign investments. 26

For a discussion of risk factors applicable to when-issued securities. 26

For a discussion of risk factors applicable to inverse floaters. 26

For a discussion of risk factors applicable to futures transactions. 27

For a discussion of risk factors applicable to the Year 2000 issue. 27

FUND EXPENSES

The following information is provided in order to assist you in
understanding the various costs and expenses that a shareholder of a UMB
Scout Fund will bear directly or indirectly. The expenses set forth
below are based on the fiscal year ended June 30, 1998.

UMB Scout UMB Scout UMB Scout
Stock Regional WorldWide
Fund, Inc. Fund, Inc. Fund, Inc.
Shareholder Transaction Expenses
Maximum sales load imposed on
purchases None None None
Maximum sales load imposed on
reinvested dividends None None None
Deferred sales load None None None
Redemption fee None None None
Exchange fee None None None
Annual Fund Operating Expenses
(as a percentage of average net
assets)
Management fees .85% .85% .85%
12b-1 fees None None None
Other expenses .01% None .02%
Total Fund operating expense .86% .85% .87%

<TABLE>
<CAPTION>
UMB Scout
UMB Scout UMB Scout UMB Scout Kansas Tax-
Preservation Balanced Bond Exempt Bond
Fund, Inc. Fund, Inc. Fund, Inc. Fund, Inc.
</CAPTION>
<S> <C> <C> <C> <C>
Shareholder Transaction Expenses
Maximum sales load imposed on
purchases None None None None
Maximum sales load imposed on
reinvested dividends None None None None
Deferred sales load None None None None
Redemption fee None None None None
Exchange fee None None None None
Annual Fund Operating Expenses
(as a percentage of average net
assets)
Management fees .85% .85% .85% .50%
12b-1 fees None None None None
Other expenses .01% None .02% None
Total Fund operating expense .86% .85% .87% .50%
</TABLE>

<TABLE>
<CAPTION>
UMB Scout
UMB Scout Money Market Fund, Inc. Tax-Free
Federal Prime Money Market
Portfolio Portfolio Fund, Inc.
</CAPTION>
<S> <C> <C> <C>
Shareholder Transaction Expenses
Maximum sales load imposed on
purchases None None None
Maximum sales load imposed on
reinvested dividends None None None
Deferred sales load None None None
Redemption fee None None None
Exchange fee None None None
Annual Fund Operating Expenses
(as a percentage of average net
assets)
Management fees .50% .50% .50%
12b-1 fees None None None
Other expenses .01% .01% .04%
Total Fund operating expense .51% .51% .54%

Examples
You would pay the following expenses on a $1,000 investment, assuming
(1) 5% annual return and (2) redemption at the end of each time period:

UMB Scout UMB Scout UMB Scout
Stock Regional WorldWide
Fund, Inc. Fund, Inc. Fund, Inc.
1 Year $ 9 $ 9 $ 9
3 Years $ 27 $ 27 $ 28
5 Years $ 48 $ 47 $ 48
10 Years $ 106 $ 105 $ 107

UMB Scout
UMB Scout UMB Scout UMB Scout Kansas Tax-
Preservation Balanced Bond Exempt Bond
Fund, Inc. Fund, Inc. Fund, Inc. Fund, Inc.

1 Year $ 9 $ 9 $ 9 $ 5
3 Years $ 27 $ 27 $ 28 $ 16
5 Years $ 47 $ 47 $ 48 $ 28
10 Years $ 105 $ 105 $ 107 $ 63

UMB Scout
UMB Scout Money Market Fund, Inc. Tax-Free
Federal Prime Money Market
Portfolio Portfolio Fund, Inc.

1 Year $ 5 $ 5 $ 6
3 Years $ 16 $ 16 $ 17
5 Years $ 29 $ 29 $ 30
10 Years $ 64 $ 64 $ 68

The above examples should not be considered a representation of past or
future expenses as actual expenses may be greater or less than those
shown. The assumed 5% annual return is hypothetical and should not be
considered a representation of past or future annual return. The actual
return may be greater or less than the assumed amount.

The various costs and expenses reflected in the foregoing Expense Table
and Examples are explained in more detail in this prospectus. Management
fees are discussed in greater detail under "Manager and Underwriter."

FINANCIAL HIGHLIGHTS

UMB Scout Stock Fund, Inc.

The following financial highlights for the ten years ended June 30,
1998, are from audited financial statements of UMB Scout Stock Fund,
Inc. and should be read in conjunction with the financial statements of
the Fund and the report of Baird, Kurtz & Dobson, independent certified
public accountants, appearing in the June 30, 1998, Annual Report to
Shareholders which is incorporated by reference in this prospectus. The
information for each of the seven years in the period ended June 30,
1995, is covered by the report of other auditors.

</TABLE>
<TABLE>
<CAPTION>
1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
</CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year $ 18.33 $ 16.69 $ 16.36 $ 15.42 $ 15.74 $ 15.11 $ 14.16 $ 13.69 $ 13.30 $ 13.07

Income from investment operations:
Net investment income 0.41 0.43 0.48 0.48 0.35 0.36 0.44 0.54 0.58 0.54
Net realized and unrealized gains
on securities 2.33 2.23 1.36 2.06 0.49 1.34 1.08 0.59 0.55 1.31
Total from investment
operations 2.74 2.66 1.84 2.54 0.84 1.70 1.52 1.13 1.13 1.85

Distributions from:
Net investment income (0.40) (0.42) (0.47) (0.47) (0.35) (0.35) (0.43) (0.54) (0.58) (0.76)
Net realized gain on
investment transactions (1.04) (0.60) (1.04) (1.13) (0.81) (0.72) (0.14) (0.12) (0.16) (0.86)
Total distributions (1.44) (1.02) (1.51) (1.60) (1.16) (1.07) (0.57) (0.66) (0.74) (1.62)

Net asset value, end of year $ 19.63 $ 18.33 $ 16.69 $ 16.36 $ 15.42 $ 15.74 $ 15.11 $ 14.16 $ 13.69 $ 13.30

Total return 15% 16% 12% 17% 5% 11% 11% 9% 9% 15%

Ratios/Supplemental Data
Net assets, end of year (in millions)$ 195 $ 193 $ 171 $ 137 $ 115 $ 102 $ 76 $ 53 $ 48 $ 41
Ratio of expenses to average
net assets 0.86% 0.86% 0.85% 0.86% 0.87% 0.87% 0.86% 0.85% 0.88% 0.87%
Ratio of net investment income
to average net assets 2.07% 2.48% 2.81% 3.01% 2.22% 2.30% 2.91% 4.03% 4.23% 4.08%
Portfolio turnover rate 10% 16% 28% 52% 22% 21% 12% 8% 9% 17%
Average commission rate* $ .0450 $ .0468 $ .0501 - - - - - - -
</TABLE>

*For fiscal years beginning on or after September 1, 1995, a fund is
required to disclose its average commission rate per share for security
trades on which commissions are charged. This amount may vary from
period to period and fund to fund depending on the mix of trades
executed in various markets where trading practices and commission rate
structures may differ.

UMB Scout Regional Fund, Inc.

The following financial highlights for each of the periods presented to
June 30, 1998, are from audited financial statements of UMB Scout
Regional Fund, Inc. and should be read in conjunction with the financial
statements of the Fund and the report of Baird, Kurtz & Dobson,
independent certified public accountants, appearing in the June 30,
1998, Annual Report to Shareholders which is incorporated by reference
in this prospectus. The information for each of the periods ended June
30, 1991, and prior is covered by the report of other auditors.

<TABLE>
<CAPTION>
Years Ended Jan. 1, 1996 July 1 to
June 30, to June 30, Years Ended Dec. 31, Dec. 31, Years Ended June 30,
1998 1997 1996* 1995 1994 1993 1992 1991** 1991 1990 1989
</CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning
of period $ 11.21 $ 10.38 $ 10.11 $ 9.20 $ 9.49 $ 9.09 $ 8.30 $ 8.28 $ 8.24 $ 8.27 $ 9.24

Income from investment operations:
Net investment income 0.20 0.22 0.10 0.19 0.18 0.12 0.12 0.03 0.60 0.64 0.68
Net realized and unrealized gains
or (losses) on securities 1.38 1.32 0.67 1.62 (0.12) 0.42 0.79 (0.01) 0.04 (0.03) (0.97)
Total from investment
operations 1.58 1.54 0.77 1.81 0.06 0.54 0.91 0.02 0.64 0.61 (0.29)

Distributions from:
Net investment income (0.22) (0.18) (0.10) (0.19) (0.18) (0.14) (0.12) - (0.60) (0.64) (0.68)
Net realized gain on
investment transactions (0.81) (0.53) (0.40) (0.71) (0.17) - - - - - -
Total distributions (1.03) (0.71) (0.50) (0.90) (0.35) (0.14) (0.12) - (0.60) (0.64) (0.68)

Net asset value, end of period $ 11.76 $ 11.21 $ 10.38 $ 10.11 $ 9.20 $ 9.49 $ 9.09 $ 8.30 $ 8.28 $ 8.24 $ 8.27

Total return 14% 15% 15% 20% 1% 6% 11% .2% 8% 8% (3%)

Ratios/Supplemental Data
Net assets, end of period
(in millions) $ 50 $ 49 $ 42 $ 36 $ 28 $ 25 $ 8 $ 2 $ .4 $ 2 $ 2
Ratio of expenses to
average net assets 0.85% 0.87% 0.86% 0.89% 0.91% .92% 1.06% 2.93%** 1.04% 1.12% 1.06%
Ratio of net investment income to
average net assets 1.54% 2.09% 1.94% 1.95% 1.95% 1.81% 1.91% 0.93% 7.13% 7.68% 7.66%
Portfolio turnover rate 13% 20% 29% 37% 27% 17% 7% 14% 0% 0% 8%
Average commission rate*** $ .0469 $ .0496 $ .0477 - - - - - - - -
</TABLE>

*Ratios for this period of operation are annualized.

**Includes fees to register Fund shares for sale in additional States.

***For fiscal years beginning on or after September 1, 1995, a fund is
required to disclose its average commission rate per share for security
trades on which commissions are charged. This amount may vary from
period to period and fund to fund depending on the mix of trades
executed in various markets where trading practices and commission rate
structures may differ.

UMB Scout WorldWide Fund, Inc.

The following financial highlights for each of the periods presented
from inception (September 14, 1993) to June 30, 1998, are from audited
financial statements of UMB Scout WorldWide Fund, Inc. and should be
read in conjunction with the financial statements of the Fund and the
report of Baird, Kurtz & Dobson, independent certified public
accountants, appearing in the June 30, 1998, Annual Report to
Shareholders which is incorporated by reference in this prospectus.

<TABLE>
<CAPTION>
Years Ended June 30, January 1, 1996 to Years Ended Dec. 31, September 14, 1993
1998 1997 June 30, 1996* 1995 1994 to December 31, 1993**
</CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 16.00 $ 12.90 $ 12.08 $ 10.84 $ 10.68 $ 10.13

Income from investment operations:
Net investment income 0.29 0.26 0.14 0.22 0.17 0.03
Net realized and unrealized gains
on securities 2.87 3.12 0.86 1.36 0.23 0.55
Total from investment operations 3.16 3.38 1.00 1.58 0.40 0.58

Distributions from:
Net investment income (0.32) (0.21) (0.14) (0.22) (0.17) (0.03)
Net realized gain on
investment transactions (0.22) (0.07) (0.04) (0.12) (0.07) -
Total distributions (0.54) (0.28) (0.18) (0.34) (0.24) (0.03)

Net asset value, end of period $ 18.62 $ 16.00 $ 12.90 $ 12.08 $ 10.84 $ 10.68

Total return 20% 26% 17% 15% 4% 21%

Ratios/Supplemental Data
Net assets, end of year (in millions) $ 83 $ 48 $ 31 $ 24 $ 18 $ 6
Ratio of expenses to average
net assets 0.87% 0.86% 0.85% 0.85% 0.85% 0.85%
Ratio of net investment income
to average net assets 2.01% 1.93% 2.40% 1.97% 1.87% 1.43%
Portfolio turnover rate 3% 18% 5% 27% 24% 2%
Average commission rate*** $ .0540 $ .0315 $ .0468 - - -
</TABLE>

*Ratios for this period of operation are annualized.

**The Fund was capitalized on March 5, 1993 with $100,000, representing
10,000 shares at a net asset value of $10.00 per share.
Initial public offering was made on September 14, 1993, at which time
net asset value was $10.13 per share.
Ratios for this initial period of operation are annualized.

UMB Scout Capital Preservation Fund, Inc.

The following financial highlights for the period presented from
inception (February 23, 1998) to June 30, 1998, are from audited
financial statements of UMB Scout Capital Preservation Fund, Inc. and
should be read in conjunction with the financial statements of the Fund
and the report of Baird, Kurtz & Dobson, independent certified public
accountants, appearing in the June 30, 1998, Annual Report to
Shareholders which is incorporated by reference in this prospectus.

February 23, 1998
to June 30, 1998*

Net asset value, beginning of period $ 10.00

Income from investment operations:
Net investment income 0.07
Net realized and unrealized loss on
securities (0.33)
Total from investment operations (0.26)

Net asset value, end of period $ 9.74

Total return (7%)

Ratios/Supplemental Data
Net assets, end of year (in thousands) $ 549
Ratio of expenses to average net assets 0.85%
Ratio of net to average net assets 3.26%
Portfolio turnover rate 7%
Average commission rate** $ .0694

*The Fund was capitalized on January 13, 1998 with $100,000,
representing 10,000 shares at a net asset value of $10.00 per share.
Initial public offering was made on February 23, 1998, at which time net
asset value was $10.00 per share.
Ratios for this initial period of operation are annualized.

**For fiscal years beginning on or after September 1, 1995, a fund is
required to disclose its average commission rate per share for
security trades on which commissions are charged. This amount may vary
from period to period and fund to fund depending on
the mix of trades executed in various markets where trading practices
and commission rate structures may differ.

UMB Scout Balanced Fund, Inc.

The following financial highlights for each of the periods presented
from inception (December 6, 1995) to June 30, 1998, are from audited
financial statements of UMB Scout Balanced Fund, Inc. and should be read
in conjunction with the financial statements of the Fund and the report
of Baird, Kurtz & Dobson, independent certified public accountants,
appearing in the June 30, 1998, Annual Report to Shareholders which is
incorporated by reference in this prospectus.

Years Ended June 30, December 6, 1995
1998 1997 to June 30, 1996*

Net asset value, beginning of period $ 10.72 $ 10.18 $ 10.09
Income from investment operations:
Net investment income 0.43 0.35 0.27
Net realized and unrealized gains
on securities 0.54 0.52 0.06
Total from investment operations 0.97 0.87 0.33

Distributions from:
Net investment income (0.45) (0.32) (0.24)
Net realized gain on investment
transactions (0.33) (0.01) -
Total distributions (0.78) (0.33) (0.24)

Net asset value, end of period $ 10.91 $ 10.72 $ 10.18

Total return 9% 9% 6%

Ratios/Supplemental Data
Net assets, end of year (in millions)$ 8 $ 8 $ 3
Ratio of expenses to average net
assets 0.85% 0.85% 0.85%
Ratio of net investment income to
average net assets 3.78% 3.85% 3.71%
Portfolio turnover rate 15% 14% 5%
Average commission rate** $ .0426 $ .0641 $ .0660

*The Fund was capitalized on October 2, 1995 with $100,000, representing
10,000 shares at a net asset value of $10.00 per share.
Initial public offering was made on December 6, 1995, at which time net
asset value was $10.09 per share.
Ratios for this initial period of operation are annualized.

UMB Scout Bond Fund, Inc.

The following financial highlights for the ten years ended June 30,
1998, are from audited financial statements of UMB Scout Bond Fund, Inc.
and should be read in conjunction with the financial statements of the
Fund and the report of Baird, Kurtz & Dobson, independent certified
public accountants, appearing in the June 30, 1998, Annual Report to
Shareholders which is incorporated by reference in this prospectus. The
information for each of the seven years in the period ended June 30,
1995, is covered by the report of other auditors.

<TABLE>
<CAPTION>
1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
</CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year $ 10.98 $ 10.93 $ 11.10 $ 10.75 $ 11.53 $ 11.14 $ 10.68 $ 10.48 $ 10.44 $ 10.85

Income from investment operations:
Net investment income 0.62 0.62 0.62 0.63 0.62 0.68 0.75 0.80 0.81 0.80
Net realized and unrealized gains
or (losses) on securities 0.23 0.05 (0.16) 0.35 (0.74) 0.39 0.43 0.16 0.02 0.04
Total from investment
operations 0.85 0.67 0.46 0.98 (0.12) 1.07 1.18 0.96 0.83 0.84

Distributions from:
Net investment income (0.62) (0.62) (0.62) (0.63) (0.62) (0.68) (0.72) (0.76) (0.79) (1.22)
Net realized gain on
investment transactions - - (0.01) -* (0.04) - - - - (0.03)
Total distributions (0.62) (0.62) (0.63) (0.63) (0.66) (0.68) (0.72) (0.76) (0.79) (1.25)

Net asset value, end of year $ 11.21 $ 10.98 $ 10.93 $ 11.10 $ 10.75 $ 11.53 $ 11.14 $ 10.68 $ 10.48 $ 10.44

Total return 8% 6% 4% 10% (1)% 10% 11% 9% 8% 8%

Ratios/Supplemental Data
Net assets, end of year (in millions) $ 78 $ 79 $ 81 $ 77 $ 82 $ 87 $ 63 $ 43 $ 34 $ 28
Ratio of expenses to average
net assets 0.87% 0.87% 0.86% 0.86% 0.87% 0.87% 0.87% 0.87% 0.88% 0.88%
Ratio of net investment income
to average net assets 5.61% 5.69% 5.63% 5.91% 5.50% 5.95% 6.77% 7.44% 7.61% 7.69%
Portfolio turnover rate 12% 19% 12% 2% 9% 19% 24% 21% 13% 8%
</TABLE>

*Capital gain distribution of .003 not significant for per share table.

UMB Scout Kansas Tax-Exempt Bond Fund, Inc.

The following financial highlights for the period presented from
inception (February 23, 1998) to June 30, 1998, are from audited
financial statements of UMB Scout Kansas Tax-Exempt Bond Fund, Inc. and
should be read in conjunction with the financial statements of the Fund
and the report of Baird, Kurtz & Dobson, independent certified public
accountants, appearing in the June 30, 1998, Annual Report to
Shareholders which is incorporated by reference in
this prospectus.

February 23, 1998
to June 30, 1998*

Net asset value, beginning of period $ 10.00

Income from investment operations:
Net investment income 0.13
Net realized and unrealized loss on
securities (0.06)
Total from investment operations 0.07

Distributions from:
Net investment income (0.13)

Net asset value, end of period $ 9.94

Total return 2%

Ratios/Supplemental Data
Net assets, end of year (in millions) $ 6
Ratio of expenses to average net assets 0.50%
Ratio of net investment income to average
net assets 4.33%
Portfolio turnover rate 4%

UMB Scout Money Market Fund, Inc.

The following financial highlights for the ten years ended June 30,
1998, are from audited financial statements of UMB Scout Money Market
Fund, Inc. and should be read in conjunction with the financial
statements of the Fund and the report of Baird, Kurtz & Dobson,
independent certified public accountants, appearing in the June 30,
1998, Annual Report to Shareholders which is incorporated by reference
in this prospectus. The information for each of the eight years in the
period ended June 30, 1996, is covered by the report of other auditors.

<TABLE>
<CAPTION>
1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
PRIME PORTFOLIO
</CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00

Income from investment operations:
Net investment income 0.05 0.05 0.05 0.05 0.03 0.03 0.04 0.07 0.08 0.08

Distributions from:
Net investment income (0.05) (0.05) (0.05) (0.05) (0.03) (0.03) (0.04) (0.07) (0.08) (0.08)

Net asset value, end of year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00

Total return 5% 5% 5% 5% 3% 3% 5% 7% 8% 9%

Ratios/Supplemental Data
Net assets, end of year (in millions) $ 556 $ 445 $ 330 $ 245 $ 172 $ 214 $ 209 $ 217 $ 142 $ 116
Ratio of expenses to average
net assets 0.51% 0.51% 0.51% 0.51% 0.51% 0.51% 0.51% 0.51% 0.51% 0.52%
Ratio of net investment income
to average net assets 5.14% 4.97% 5.16% 5.10% 2.92% 2.87% 4.44% 6.85% 8.19% 8.58%
</TABLE>

<TABLE>
<CAPTION>
1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
FEDERAL PORTFOLIO
</CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

Net asset value, beginning of year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00

Income from investment operations:
Net investment income 0.05 0.05 0.05 0.05 0.03 0.03 0.04 0.07 0.08 0.08

Distributions from:
Net investment income (0.05) (0.05) (0.05) (0.05) (0.03) (0.03) (0.04) (0.07) (0.08) (0.08)

Net asset value, end of year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00

Total return 5% 5% 5% 5% 3% 3% 5% 7% 8% 8%

Ratios/Supplemental Data
Net assets, end of year (in millions) $ 303 $ 238 $ 228 $ 183 $ 195 $ 271 $ 250 $ 217 $ 139 $ 151
Ratio of expenses to average
net assets 0.51% 0.52% 0.51% 0.51% 0.50% 0.50% 0.51% 0.51% 0.52% 0.50%
Ratio of net investment income
to average net assets 5.03% 4.92% 5.09% 4.97% 2.81% 2.81% 4.43% 6.68% 8.19% 8.12%
</TABLE>

UMB Scout Tax-Free Money Market Fund, Inc.

The following financial highlights for the ten years ended June 30,
1998, are from audited financial statements of UMB Scout Tax-Free Money
Market Fund, Inc. and should be read in conjunction with the financial
statements of the Fund and the report of Baird, Kurtz & Dobson,
independent certified public accountants, appearing in the June 30,
1998, Annual Report to Shareholders which is incorporated by reference
in this prospectus. The information for each of the seven years in the
period ended June 30, 1995, is covered by the report of other auditors.

<TABLE>
<CAPTION>
1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
</CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00

Income from investment operations:
Net investment income 0.03 0.03 0.03 0.03 0.02 0.02 0.03 0.05 0.05 0.05

Distributions from:
Net investment income (0.03) (0.03) (0.03) (0.03) (0.02) (0.02) (0.03) (0.05) (0.05) (0.05)

Net asset value, end of year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00

Total return 3% 3% 3% 3% 2% 2% 3% 5% 6% 6%

Ratios/Supplemental Data
Net assets, end of year (in millions) $ 123 $ 162 $ 128 $ 78 $ 94 $ 66 $ 77 $ 67 $ 57 $ 71
Ratio of expenses to average
net assets 0.54% 0.55% 0.52% 0.54% 0.53% 0.52% 0.52% 0.53% 0.53% 0.52%
Ratio of net investment
income to average net assets 3.21% 3.16% 3.13% 3.20% 2.06% 2.15% 3.32% 4.80% 5.54% 5.66%
</TABLE>

INVESTMENT OBJECTIVE AND
PORTFOLIO MANAGEMENT POLICY

Each Fund's objectives and policies as described in this section will
not be changed without approval of a majority of the Fund's outstanding
shares.

UMB Scout Stock Fund

UMB Scout Stock Fund's objective is to provide investors with long-term
growth of both capital and dividend income. Current yield is secondary
to the long-term growth objective.

The Fund cannot guarantee that these objectives will be achieved because
there are inherent risks in the ownership of the investments made by the
Fund. The value of the Fund's shares will reflect changes in the market
value of its investments, and dividends paid by the Fund will vary with
the income it receives from these investments. Through careful
management and diversification it will seek to reduce risk and enhance
the opportunities for long-term growth of capital and income.

Normally the Fund will invest at least 80% of its total assets
(exclusive of cash) in common stocks. There are no restrictions or
guidelines regarding investments of Fund assets in shares listed on an
exchange or traded over-the-counter.

The Fund believes the true value of a company's stock is determined by
its earning power, dividend-paying ability, and in many cases, by its
assets. Consequently, the primary emphasis will be placed on progressive
well-managed companies in growing industries that have demonstrated both
a consistent and an above-average ability to increase their earnings and
dividends and which have favorable prospects of sustaining such growth.

The Fund also believes that the intrinsic worth and the consequent value
of the stock of most well-managed and successful companies usually does
not change rapidly, even though wide variations in the price may occur.
So normally, long-term positions in stocks of the portfolio companies
selected will be taken and maintained while the company's record and
prospects continue to meet with management's approval. The Fund will
change its investments when, in management's judgment, economic and
market conditions make such a course desirable. But such changes will be
no more than is necessary to carry out the Fund's objectives.

Necessary reserves will be held in cash or short-term debt obligations,
including repurchase agreements (see below), readily changeable to cash.
The management believes, however, that there may be times when the
shareholders' interests are best served and the objectives are most
likely to be achieved, by investing in securities convertible into
common stocks, preferred stocks, high-grade bonds or other defensive
issues. It retains the freedom to administer the portfolio of the Fund
accordingly when, in its judgment, economic and market conditions make
such a course desirable.

The Fund also may invest in issues of the United States Treasury and
United States government agencies subject to repurchase agreements
entered into with the seller of the issue. The use of repurchase
agreements by the Fund involves certain risks. For a discussion of
repurchase agreements and their risks see page 25.

Although the Fund does not intend to obtain short-term trading profits,
it is possible that holdings may be increased when a stock is considered
to be undervalued and decreased when it is considered to be overvalued.

The Fund does not intend to concentrate its investments in any
particular industry. Without the approval of shareholders, it will not
purchase a security if as a result of such purchase more than 25% of its
assets will be invested in a particular industry.

UMB Scout Regional Fund

The UMB Scout Regional Fund's objective is to provide long-term growth
of both capital and dividend income through investment in smaller
regional companies. Current yield is secondary to the long-term growth
objective. UMB Scout Regional Fund invests in a diversified list of
common stocks representing such companies located in or doing a
substantial portion of their business in Missouri, Kansas, Iowa,
Nebraska, Arkansas, Oklahoma, Illinois, and Colorado. Such stocks will
be selected for their promise of long-term growth of both capital and
dividend income. There can be no assurance that the Fund will achieve
its objective. This objective may not be changed without shareholder
approval. The Fund will seek to achieve its objective by investing at
least 80% of its total assets (exclusive of cash) in a diversified
portfolio of common stocks of smaller companies either located in or
having a substantial portion of their business in Missouri, Kansas,
Iowa, Nebraska, Arkansas, Oklahoma, Illinois, and Colorado. There are no
restrictions or guidelines regarding investment of Fund assets in shares
listed on an exchange or traded over-the-counter.

The Fund generally intends to invest in stocks of such regional
companies with market capitalization of $1 billion or less, although
there may be times when shareholders' interests are best served by
investing in preferred stocks, bonds or other defensive issues. It is
not anticipated that the Fund will invest in "penny stocks" or other
issues with very low prices although price alone will not be a sole
determining factor in the selection of investments.

The Fund cannot guarantee that its investment objectives will be
achieved because there are inherent risks in the ownership of any
investments, particularly investments in smaller companies. The value of
the Fund's shares will reflect changes in the market value of its
investments, and dividends paid by the Fund will vary with the income it
receives from these investments. Through careful management and
diversification it will seek to reduce risk and enhance the
opportunities for long-term growth of capital and income.

While the Fund's investments will be concentrated in the eight-state
region described above, it does not intend to concentrate its
investments in any particular industry. Without the approval of
shareholders, it will not purchase a security if as a result of such
purchase more than 25% of its assets will be invested in a particular
industry. Although there is no intention to concentrate Fund investments
in one or more of the states mentioned above, there is no limitation
upon investments in any particular state.

The Fund will normally invest at least 75% of its assets in investment-
grade common stocks, but reserves the right to temporarily invest for
defensive purposes less than 75% of its assets in common stocks if, in
the opinion of the Fund's manager, prevailing market conditions warrant.
The Fund may invest the balance, up to 100% of its assets, in preferred
stocks or defensive issues such as short-term money market instruments,
commercial paper, bankers' acceptances, certificates of deposit and
other debt securities such as corporate bonds rated A or better by
Moody's or Standard & Poor's, or U.S. government issues such as treasury
bills, treasury notes and treasury bonds.

Necessary reserves will be held in cash or short-term debt obligations,
including repurchase agreements (see below), readily changeable to cash.
The management believes, however, that there may be times when the
shareholders' interests are best served and the Fund's investment
objectives are most likely to be achieved, by investing in securities
convertible into common stocks, or defensive issues such as high-grade
bonds or other defensive issues. It retains the freedom to administer
the portfolio of the Fund accordingly when, in its judgment, economic
and market conditions make such a course desirable.

UMB Scout WorldWide Fund

UMB Scout WorldWide Fund intends to invest in a diversified portfolio of
equity securities (common stocks and securities convertible into common
stocks) of established companies either located outside the United
States or whose primary business is carried on outside the country.
American Depository Receipts (ADR's), which represent foreign securities
and are traded on U.S. Exchanges or in the over-the-counter market, will
continue to represent the bulk of the Fund's portfolio. However, the
Fund reserves the right to invest directly in foreign securities or to
purchase European Deposit Receipts (EDR's) and International Depository
Receipts (IDR's), in bearer form, which are designed for use in European
and other securities markets. Limiting the Fund investments to ADR's,
may have the effect of limiting the Fund's investment alternatives and
reducing the Fund's potential diversification resulting in additional
risk to the Fund, however, management believes that use of ADR's in the
initial period of operations will be a cost-effective method of
participating in international securities, and will lessen the exposure
of the Fund and its shareholders to various special risks inherent in
foreign securities investments (see "Risk Factors Applicable to Foreign
Investments").

The Fund will use the portfolio management policies described below to
attempt to generate a favorable total return consisting of interest,
dividend and other income, if any, and appreciation in the value of the
Fund's portfolio securities by investing in equity securities which in
the opinion of the manager, offer good growth potential and in many
cases pay dividends. The Fund will look at such factors as the company's
assets, personnel, sales, earnings and location of its corporate
headquarters to determine whether more than 50% of such assets,
personnel, sales or earnings are located outside the United States and
therefore the company's primary business is carried on outside the
United States. The Fund diversifies its investments among various
countries and a number of different industries.

There is no guarantee that the Fund's objective will be achieved.
Investments in international securities involve risks in addition to
those risks associated with investments in the United States (see "Risk
Factors Applicable to Foreign Investments"). Therefore, the Fund should
be considered only as a means for international diversification and not
as a complete investment program. The Fund is designed for long-term
investors who are able to accept the risks of international investing.
The investment objective of the Fund cannot be changed without the
approval of the holders of a majority of the Fund's outstanding shares.

The Fund is designed to provide investors with a diversified
participation in international businesses. Over the years, some foreign
businesses have been especially successful in their particular
industries and some foreign stock markets have outperformed the American
markets. Foreign securities markets do not always move in parallel with
the U.S. securities markets, so investing in international securities
can provide diversification advantages. Because the underlying
securities of the ADRs' in which the Fund invests trade primarily in
foreign markets, any rise or fall of the U.S. dollar in relation to
foreign currencies will affect their U.S. dollar value and thereby will
affect the investment performance of the Fund. A change in the value of
any foreign currency relative to the dollar will result in a
corresponding change in the dollar value of Fund assets whose underlying
securities are denominated or traded in that currency.

The Fund primarily invests in securities of seasoned companies which are
listed on U.S. stock exchanges and which the manager considers to have
attractive characteristics in terms of profitability, growth and
financial resources. "Seasoned" and "established" companies are
those companies which have been in existence for at least 3 years and,
in the opinion of the investment counsel, are known for the quality and
acceptance of their products or services and for their ability to
generate profits and in many cases pay dividends. The Fund may invest in
fixed-income securities of foreign governments or companies when the
manager believes that prevailing market, economic, political or currency
conditions warrant such investments. While most foreign securities are
not subject to standard credit ratings, the investment counsel intends
to select "investment grade" issues of foreign debt securities which
are comparable to a Baa or higher rating by Moody's Investors Service,
Inc. or a BBB or higher rating by Standard and Poor's Corporation, based
on available information, and taking into account liquidity and quality
issues. Securities rated BBB or Baa are considered to be medium grade
and have speculative characteristics. Equity securities of non-United
States companies will be selected on the same criteria as securities of
United States domestic companies. The Fund may invest in securities
which are not listed on an exchange. Generally, the volume of trading in
an unlisted common stock is less than the volume of trading in a listed
stock. This means that the degree of market liquidity of some stocks in
which the Fund invests may be relatively limited. When the Fund disposes
of such a stock it may have to offer the shares at a discount from
recent prices or sell the shares in small lots over an extended period
of time. The Fund does not intend to hold assets in its portfolio in
excess of 5% of total assets in securities whose ratings have dropped
below investment grade. The manager will review such securities and
determine appropriate action to take with respect to such securities.

In order to expedite settlement of portfolio transactions and to
minimize currency value fluctuations, the Fund may purchase foreign
currencies and/or engage in forward foreign currency transactions. The
Fund will not engage in forward foreign currency exchange contracts for
speculative purposes. A forward foreign currency exchange contract
involves an obligation to purchase or sell a specific currency at a
future date, which may be any fixed number of days from the date of the
contract agreed upon by the parties, at a price set at the time of the
contract. These contracts may be bought or sold to protect the Fund, to
some degree, against a possible loss resulting from an adverse change in
the relationship between foreign currencies and the U.S. dollar. This
method of protecting the value of the Fund's investment securities
against a decline in the value of a currency does not eliminate
fluctuations in the underlying prices of the securities. It establishes
a rate of exchange which one can achieve at some future point in time.
Although such contracts tend to minimize the risk of loss due to a
decline in the value of the hedged currency, at the same time, they tend
to limit any potential gain which might result should the value of such
currency increase.

The Fund's dealings in forward foreign exchange will be limited to
hedging involving either specific transactions or portfolio positions.
Transaction hedging is the purchase or sale of forward foreign currency
with respect to specific receivables or payables of the Fund accruing in
connection with the purchase and sale of its portfolio securities, the
sale and redemption of shares of the Fund or the payment of dividends
and distributions by the Fund. Position hedging is the sale of forward
foreign currency with respect to portfolio security positions
denominated or quoted in such foreign currency. The Fund will not
speculate in foreign forward exchange. Moreover, it may not be possible
for the Fund to hedge against a devaluation that is so generally
anticipated that the Fund is not able to contract to sell the currency
at a price above the devaluation level it anticipates.

The Fund intends to diversify investments broadly among countries and
normally to have represented in the portfolio business activities of not
less than three foreign countries. Generally, the Fund does not intend
to invest more than 25% of its total assets in any one particular
country or securities issued by a foreign government, its agencies or
instrumentalities in the foreseeable future. However, the Fund may, at
times, temporarily invest a substantial portion of its assets in one or
more of such countries if economic and business conditions warrant such
investments.

Necessary reserves will be held in cash or short-term debt obligations,
including repurchase agreements (see below), readily changeable to cash.
The management believes, however, that there may be times when the
shareholders' interests are best served and the Fund's investment
objectives are most likely to be achieved, by investing in securities
convertible into common stocks rated A or better by Standard & Poor's or
Moody's, or defensive issues such as high-grade bonds or other defensive
issues rated A or better by Standard & Poor's or Moody's. It retains the
freedom to administer the portfolio of the Fund accordingly when, in its
judgment, economic and market conditions make such a course desirable.

UMB Scout Capital
Preservation Fund

The UMB Scout Capital Preservation Fund's objective is to seek long-term
capital growth. Long-term capital growth is intended to be achieved
primarily by the Fund's investment in a diversified portfolio of equity
securities (common stocks and convertible securities). The Fund seeks to
achieve its objective by investing primarily in common stocks of
companies whose earnings or tangible assets are expected by the
investment manager to outpace the rate of inflation.

The Fund will normally invest in a diversified portfolio of securities.
The Fund has the flexibility to pursue its objective through any type or
quality of domestic or foreign security. In selecting investments, the
manager will consider economic and monetary conditions and projected
inflation rates over time. The manager will shift the proportions of
each type of investment based on its interpretation of economic
conditions and underlying security valuations. Normally the Fund will
invest at least 65% of its total assets in equity securities. The Fund
will invest in equity securities of companies with a significant
potential for earnings growth or revaluation of assets.

The Fund will normally invest in the following equity or convertible
securities:

1. Domestic companies of any size listed on an exchange or
over-the-counter.

2. Foreign companies of any size with shares listed on a U.S.
exchange or over-the-counter or foreign companies with American
Depository Receipts (ADRs) which represent foreign securities and are
traded on U.S. exchanges or over-the-counter. The Fund may also invest
directly in foreign securities.

The Fund will not be restricted as to market capitalization. However,
under normal circumstances, the Fund will not invest more than 25% or
more of its total assets in a single industry. Also, the Fund may not
own more than 10% of the outstanding voting securities of a single
issuer. The Fund may not invest more than 5% of its equity assets in any
one issuer.

When, in the manager's judgment, market conditions warrant substantial
temporary investments in high-quality money market securities, the Fund
may do so. Investments in money market securities shall include
government securities, government agency securities, commercial paper,
banker's acceptances, bank certificates of deposit and repurchase
agreements. Investment in commercial paper is restricted to companies
rated P2 or higher by Moody's or A-2 or higher by Standard & Poor's.

The Fund cannot guarantee that its objectives will be achieved because
there are inherent risks in the ownership of the investments made by the
Fund. The value of the Fund's shares will reflect changes in the market
value of its investments, and dividends paid by the Fund will vary with
the income it receives from these investments.

Through careful management and diversification, the Fund will seek to
reduce risk and enhance the opportunities for long-term growth of
capital. The flexibility to realize relative value between asset
classes, markets and individual securities offers investors the
opportunity to access undervalued securities around the globe.

The Fund may also invest in the following fixed income securities:

1. Direct obligations of the U.S. Government, such as bills,
notes, bonds and other debt securities issued by the U.S. Treasury.

2. Obligations of U.S. government agencies and
instrumentalities which are secured by the full faith and credit of the
U.S. Treasury, such as securities of the Government National Mortgage
Association, the Export-Import Bank or the Student Loan Marketing
Association; or which are secured by the right of the issuer to borrow
from the Treasury, such as securities issued by the Federal Financing
Bank or the U.S. Postal Service; or are supported by the credit of the
government agency or instrumentality itself, such as securities of
Federal Home Loan Banks, Federal Farm Credit Banks or the Federal
National Mortgage Association.

3. Securities issued by corporations or other business
organizations.

The Fund's investments in fixed income securities issued by corporations
or other business organizations will be classified, at the time of
purchase, as investment grade securities, which means that they will be
rated Baa or higher by Moody's Investors Service, Inc. or BBB or higher
by Standard & Poor's Corporation. In addition, the credit quality of
unrated securities purchased by the Fund must be, in the opinion of the
Fund's adviser, at least equivalent to a Baa rating by Moody's or a BBB
rating by Standard & Poor's. Although securities rated Baa by Moody's
and BBB by Standard & Poor's are considered to be investment grade, they
have speculative characteristics. Such securities carry a lower degree
of risk than lower rated securities.

Securities that are subsequently downgraded in quality below Baa by
Moody's or BBB by Standard & Poor's may continue to be held by the Fund
until such time as they can be disposed of in a reasonably practicable
manner.

Investments in foreign securities involve risks in addition to those
risks associated with investments in the United States. Since stocks of
foreign companies are normally denominated in foreign currencies, the
Fund may be affected favorably or unfavorably by changes in currency
rates and in exchange control regulations, and may incur costs in
connection with conversions between various currencies.

As non-U.S. companies are not generally subject to uniform accounting,
auditing and financial reporting standards and practices comparable to
those applicable to U.S. companies, comparable information may not be
readily available about certain foreign companies. Securities of some
non-U.S. companies may be less liquid and more volatile than securities
of comparable U.S. companies. In addition, in certain foreign countries,
there is the possibility of expropriation or confiscatory taxation,
political or social instability or diplomatic developments which could
affect U.S. investments in those countries.

The Fund will generally not trade in securities in order to obtain
short-term profits. However, when the manager believes that
circumstances warrant, the Fund may buy and sell portfolio securities
without regard to the length of time held.

UMB Scout Balanced Fund

The Fund will normally invest in a diversified portfolio of securities.
The Fund has the flexibility to pursue its objective through any type or
quality of domestic or foreign security. The manager will shift the
proportions of each type of investment based on interpretation of
economic conditions and underlying security valuations. Normally the
Fund will invest at least 25% of its total assets in equity securities
and a minimum of 25% of its total assets in fixed income senior
obligations. When, in the manager's judgment, market conditions warrant,
the Fund, for defensive purposes, may make substantial temporary
investments in high quality money market securities.

The Fund will normally invest in the following fixed income securities:

1. Direct obligations of the U.S. Government, such as bills,
notes, bonds and other debt securities issued by the U.S. Treasury.

2. Obligations of U.S. government agencies and
instrumentalities which are secured by the full faith and credit of the
U.S. Treasury; such as securities of the Government National Mortgage
Association; or which are secured by the right of the issuer to borrow
from the Treasury, such as securities issued by the Federal Financing
Bank or the U.S. Postal Service; or are supported by the credit of the
government agency or instrumentality itself, such as securities of
Federal Home Loan Banks, Federal Farm Credit Banks, or the Federal
National Mortgage Association.

3. Securities issued by corporations or other business
organizations. The Fund will generally invest in securities that, at the
time of purchase, are classified as investment grade by Moody's
Investors Service, Inc. or by Standard & Poor's Corporation. Securities
that are subsequently downgraded to non-investment grade may continue to
be held by the Fund, as long as such securities do not exceed 5% of the
portfolio, and will be sold only if the manager believes it would be
advantageous to do so.

It is anticipated that the average maturity of the fixed income
obligations in the Fund's portfolio will be between five and seven
years.

The Fund will normally invest in the following equity securities,
securities convertible into equity securities, preferred stocks and
warrants:

1. Domestic companies listed on an exchange or over-the-
counter.

2. Foreign companies with shares listed on U.S. Exchanges or in
the over-the-counter market, or foreign companies with American
Depository Receipts (ADR's) which represent foreign securities and are
traded on U.S. Exchanges or in the over-the-counter market. The Fund may
also invest directly in foreign securities.

The Fund will not be restricted as to market capitalization. However,
under normal circumstances, the Fund will not invest more than 25% of
its assets in a single industry. Also the Fund may not own more than 10%
of the outstanding voting securities of a single issuer. The Fund may
not invest more than 5% of its equity assets in any one issuer.

Investments in money market securities shall include government
securities, government agency securities, commercial paper, bankers'
acceptances, bank certificates of deposit and repurchase agreements.
Investment in commercial paper is restricted to companies rated P-2 or
higher by Moody's or A-2 or higher by Standard & Poor's.

The Fund cannot guarantee that its investment objectives will be
achieved because there are inherent risks in the ownership of the
investments made by the Fund. The value of the Fund's shares will
reflect changes in the market value of its investments, and dividends
paid by the Fund will vary with the income it receives from these
investments.

Through careful management and diversification, the Fund will seek to
reduce risk and enhance the opportunities for long-term growth of
capital and income. The flexibility to realize relative value between
asset classes, markets and individual securities offers investors the
opportunity to access undervalued securities around the globe. The total
return approach employed by the Fund is ideal for investors seeking to
diversify assets and move money to areas of attractive valuation.

Securities rated Baa or higher by Moody's or BBB by Standard & Poor's or
higher are classified as investment grade securities. Although
securities rated Baa by Moody's and BBB by Standard & Poor's have
speculative characteristics, they are considered to be investment grade.
Such securities carry a lower degree of risk than lower rated
securities.

Securities that are subsequently downgraded in quality below Baa by
Moody's or BBB by Standard & Poor's may continue to be held by the Fund,
and will be sold only if the Fund's adviser believes it would be
advantageous to do so. In addition, the credit quality of unrated
securities purchased by the Fund must be, in the opinion of the Fund's
adviser, at least equivalent to a Baa rating by Moody's or a BBB rating
by Standard & Poor's.

UMB Scout Bond Fund

UMB Scout Bond Fund's investment objective is to provide shareholders
with maximum current income consistent with its quality and maturity
standards by investing in a diversified portfolio of fixed-income
obligations. The Fund cannot guarantee that its objective will be
achieved because there are inherent risks in the ownership of fixed-
income investments. The value of the Fund's shares will reflect changes
in the market value of its investments which will vary inversely with
changes in interest rates. Dividends paid by the Fund will vary
according to the income it receives from its investments. However, the
Fund will seek, through careful management and diversification, to
reduce these risks and enhance the opportunities for maximizing current
income.

The Fund will normally invest at least 80% of its assets in bonds such
as: (1) direct or guaranteed obligations of the U.S. Government and its
agencies, and (2) high-quality debt securities including notes and bonds
issued by corporations or other business organizations.

The Fund will invest only in the following "U.S. Government
Securities:"

1. Direct obligations of the U.S. Government, such as bills,
notes, bonds and other debt securities issued by the U.S. Treasury.

2. Obligations of U.S. government agencies and
instrumentalities which are secured by the full faith and credit of the
U.S. Treasury, such as securities of the Government National Mortgage
Association, the Export-Import Bank, or the Student Loan Marketing
Association; or which are secured by the right of the issuer to borrow
from the Treasury, such as securities issued by the Federal Financing
Bank or the U.S. Postal Service; or are supported by the credit of the
government agency or instrumentality itself, such as securities of
Federal Home Loan Banks, Federal Farm Credit Banks, or the Federal
National Mortgage Association.

The Fund's investments in securities issued by corporations or other
business organizations will be rated at the time of purchase within the
top three classifications of Moody's Investors Service, Inc. (Aaa, Aa,
and A) or Standard & Poor's Corporation (AAA, AA and A). The Fund will
use obligations secured by specific assets of the issuing corporation as
well as unsecured debentures which represent claims on the general
credit of the issuer. (For a description of ratings, see "Fixed Income
Securities Described and Ratings" in the "Statement of Additional
Information.")

In order to enhance portfolio flexibility and to provide for unexpected
redemptions, the Fund may maintain a portion of its assets in reserves.
These reserves will be held in cash or short-term debt obligations.

The Fund may invest in commercial paper, including variable rate master
demand notes, of companies whose commercial paper is rated P-1 by
Moody's or A-1 by Standard & Poor's. If not rated by either Moody's or
Standard & Poor's, a company's commercial paper, including variable rate
master demand notes, may be purchased by the Fund if the company has an
outstanding bond issue rated Aa or higher by Moody's or AA or higher by
S&P.

Variable rate master demand notes represent a borrowing arrangement
under a letter of agreement between a commercial paper issuer and an
institutional lender. Applicable interest rates are determined on a
formula basis and are adjusted on a monthly, quarterly, or other term as
set out in the agreement. They vary as to the right of the lender to
demand payment. It is not generally contemplated that such instruments
will be traded, and there is no secondary market for these notes,
although they are redeemable (and thus immediately repayable by the
borrower) at face value, plus accrued interest, at any time. In
connection with the Fund's investment in variable rate master demand
notes, the Fund's manager will monitor on an ongoing basis the earning
power, cash flow and other liquidity ratios of the issuer, and the
borrower's ability to pay principal and interest on demand.

The Fund may invest in certificates of deposit, bankers' acceptances,
and other commercial bank short-term obligations issued domestically by
United States banks having assets of at least $1 billion and which are
members of the Federal Deposit Insurance Corporation, or such securities
which may be issued by holding companies of such banks.

The Fund may also invest in issues of the United States Treasury or
United States government agencies subject to repurchase agreements
entered into with the seller of the issues. The use of repurchase
agreements by the Fund involves certain risks. For a discussion of
repurchase agreements and their risks see page 25.

Maturities of all Fund investments normally will not exceed 20 years at
the date of purchase. However, management may extend maturity limits or
change portfolio holdings or vary portfolio mix when in its judgment
economic and market conditions make it desirable in the best interests
of the shareholders.

Although the Fund does not intend to obtain short-term trading profits,
it is possible that it may engage in trading activity in order to take
advantage of opportunities to enhance yield, protect principal or
improve liquidity.

UMB Scout Kansas
Tax-Exempt Bond Fund

The UMB Scout Kansas Tax-Exempt Bond Fund seeks current income exempt
from regular federal income tax and Kansas state personal income taxes.
The Fund seeks to achieve its objective by investing at least 80% of its
net assets in municipal bonds or debt instruments, the interest on which
is exempt from regular federal income tax and from state personal income
tax.

The Fund will generally invest in securities that, at the time of
purchase, are classified as investment grade by Moody's Investors
Service, Inc. ("Moody's") (Aaa to Baa), by Standard & Poor's (AAA to
BBB) or Fitch Investor's Services ("Fitch") (AAA to BBB). The ratings
BBB and Baa are not identical. Standard & Poor's and Fitch consider
bonds and debt instruments rated BBB to have adequate capacity to pay
principal and interest. Moody's considers bonds and debt instruments
rated Baa to have speculative characteristics. Securities that are
subsequently downgraded to non-investment grade may continue to be held
by the Fund until such time as they can be disposed of in a reasonably
practicable manner. In addition, the credit quality of unrated
securities purchased by the Fund must be, in the opinion of the Fund's
manager, at least equivalent to a Baa rating by Moody's or a BBB rating
by Standard & Poor's or Fitch.

Municipal Bonds and Debt Instruments

The following non-fundamental policies and information further explain
the investment practices of the UMB Scout Kansas Tax-Exempt Bond Fund.
These policies may be
modified by the Fund's Board of Directors without the requirement of
shareholder approval.

Municipal bonds and debt instruments include bonds, notes and commercial
paper of varying maturities issued by a municipality for a wide variety
of both public and private purposes, the interest on which is, in the
opinion of bond counsel, exempt from regular federal income tax. Public
purpose municipal bonds include general obligation and revenue bonds.
General obligation bonds are backed by the taxing power of the issuing
municipality. Revenue bonds are backed by the revenues of a project or
facility or from the proceeds of a specific revenue source. Some revenue
bonds are payable solely or partly from funds which are subject to
annual appropriations by a state's legislature and the availability of
monies for such payments. Municipal notes include bond anticipation, tax
anticipation and revenue anticipation notes. Bond, tax and revenue
anticipation notes are short-term obligations that will be retired with
the proceeds of an anticipated bond issue, tax revenue or facility
revenue, respectively. Under normal market conditions, the UMB Scout
Kansas Tax-Exempt Bond Fund will invest at least 80% of its net assets
in obligations issued by Kansas or its political subdivisions.

The Fund will concentrate its investments in municipal obligations
issued by Kansas and its political subdivisions. The Fund is, therefore,
more susceptible to factors adversely affecting issuers in Kansas than
mutual funds which do not concentrate in a specific state. Municipal
obligations of issuers in a single state may be adversely affected by
economic developments (including insolvency of an issuer) and by
legislation and other governmental activities in that state. Municipal
obligations that rely on an annual appropriation of funds by a state's
legislature for payment are also subject to the risk that the
legislature will not appropriate the necessary amounts or take other
action needed to permit the issuer of such obligations to make required
payments. To the extent that the Fund's assets are concentrated in
municipal obligations of issuers of a single state, the Fund may be
subject to an increased risk of loss. The Fund may also invest in
obligations issued by the governments of Puerto Rico, the U.S. Virgin
Islands and Guam.

The Fund may invest up to 20% of its net assets in municipal obligations
issued by the same or similar types of issuers, including, without
limitation, the following: lease rental obligations of state and local
authorities; obligations dependent on annual appropriations by a state's
legislature for payment; obligations of state and local housing finance
authorities, municipal utilities systems or public housing authorities;
obligations of hospitals or life care facilities; or industrial
development or pollution control bonds issued for electric utility
systems, steel companies, paper companies or other purposes. This may
make the Fund more susceptible to adverse economic, political or
regulatory occurrences affecting a particular category of issuer. For
example, health care-related issuers are susceptible to fluctuations in
Medicare and Medicaid reimbursements, and national and state health care
legislation. As the Fund's concentration increases, so does the
potential for fluctuation in the value of the Fund's shares.

The secondary market for some municipal obligations issued within Kansas
(including issues which are privately placed) is less liquid than that
for taxable debt obligations or other more widely traded municipal
obligations. The Fund will not invest in illiquid securities if more
than 15% of its net assets would be invested in securities that are not
readily marketable. No established resale market exists for certain of
the municipal obligations in which the Fund may invest. The market for
obligations rated below investment grade is also likely to be less
liquid than the market for higher rated obligations. As a result, the
Fund may be unable to dispose of these municipal obligations at times
when it would otherwise wish to do so at the prices at which they are
valued.

Certain securities held by the Fund may permit the issuer at its option
to "call" or redeem its securities. If an issuer redeems securities
held by the Fund during a time of declining interest rates, the Fund may
not be able to reinvest the proceeds in securities providing the same
investment return as the securities redeemed.

Some of the securities in which the Fund invests may include so-called
"zero-coupon" bonds, whose values are subject to greater fluctuation
in response to changes in market interest rates than bonds which pay
interest currently. Zero-coupon bonds are issued at a significant
discount from face value and pay interest only at maturity rather than
at intervals during the life of the security. The Fund is required to
accrue income from zero-coupon bonds on a current basis, even though it
does not receive that income currently in cash and the Fund is required
to distribute its share of the Fund's income for each taxable year.
Thus, the Fund may have to sell other investments to obtain cash needed
to make income distributions.

The Fund may invest in municipal leases and participations in municipal
leases. The obligation of the issuer to meet its obligations under such
leases is often subject to the appropriation by the appropriate
legislative body, on an annual or other basis, of funds for the payment
of the obligations. Investments in municipal leases are thus subject to
the risk that the legislative body will not make the necessary
appropriation and the issuer will not otherwise be willing or able to
meet its obligation.

In pursuit of its investment objective, the Fund assumes investment
risk, chiefly in the form of interest rate and credit risk. Interest
rate risk is the risk that changes in market interest rates will affect
the value of the Fund's investment portfolio. In general, the value of a
municipal bond falls when interest rates rise, and increases when
interest rates fall. Credit risk is the risk that an issuer of a
municipal bond is unable to meet its obligation to make interest and
principal payments. Municipal bonds with longer maturities (durations)
or lower ratings generally provide higher current income, but are
subject to greater price fluctuation due to changes in market conditions
than bonds with shorter maturities or higher ratings, respectively. In
addition, the values of municipal bonds are affected by changes in
general economic conditions and business conditions affecting the
specific industries or their issuers. Changes by recognized rating
services in their ratings of a security and in the ability of the issuer
to make payments of principal and interest may also affect the value of
the Fund's investments. The amount of information about the financial
conditions of an issuer of municipal obligations may not be as extensive
as that made available by corporations whose securities are publicly
traded.

In addition, the Fund's investment in zero-coupon bonds, bonds issued or
acquired at a discount, delayed interest bonds and bonds which are used
to finance certain private activities are subject to special tax rules
that may affect the amount, timing or character of your distributions.
Also, certain municipal debt instruments may be subject to the federal
alternative minimum tax, however, at least 80% of the Fund's net assets
will be invested in securities that are not subject to such tax. More
detailed tax information is included in the "Statement of Additional
Information."

The Fund will generally not trade in securities in order to obtain
short-term profits. However, the Fund may buy and sell securities to
take advantage of yield relationships among similar securities or, when
circumstances warrant, the Fund may buy and sell portfolio securities
without regard to the length of time held. The Fund's portfolio turnover
rate is not expected to exceed 25% annually.

Non-Diversified Status. As a "non-diversified" investment company, the
Fund may invest, with respect to 50% of its total assets, more than 5%
(but not more than 25%) of its total assets in the securities of any
issuer. The Fund is likely to invest a greater percentage of its assets
in the securities of a single issuer than would a diversified fund.
Therefore, the Fund is more susceptible to any single adverse economic
or political occurrence or development affecting issuers of Kansas
municipal obligations. For purposes of this restriction, each Kansas
political subdivision is considered to be the ultimate issuer, rather
than the Kansas Development Finance Authority, under whose authority
Kansas bonds are issued.

Portfolio Maturity. The Fund purchases municipal bonds with different
maturities in pursuit of its investment objective, but maintains under
normal market conditions an investment portfolio with an overall
weighted average portfolio maturity of 5 to 30 years.

Other Investment Information. When, in the manager's judgment, market
conditions warrant substantial temporary investments in high-quality
securities, the Fund may do so. The Fund may invest in high-quality
short-term municipal securities in order to reduce risk and preserve
capital. Under normal market conditions, the Fund may invest only up to
20% of net assets in short-term municipal securities that are exempt
from regular federal income tax, although the Fund may invest up to 100%
as a temporary defensive measure in response to adverse market
conditions.

If suitable short-term municipal investments are not reasonably
available, the Fund may invest in short-term taxable securities that are
rated Aa or AA by Moody's and Standard & Poor's, respectively, or issued
by the U.S. Government, and that have a maturity of one year or less or
have a variable interest rate.

Investments in money market securities shall include government
securities, government agency securities, commercial paper, municipal
notes, banker's acceptances, bank certificates of deposit and repurchase
agreements. Investment in commercial paper is restricted to companies
rated P2 or higher by Moody's, A-2 or higher by Standard & Poor's, or F2
or higher by Fitch's, with comparable rating restrictions for municipal
notes.

The Fund cannot guarantee that its objective will be achieved because
there are inherent risks in the ownership of the investments made by the
Fund. The value of the Fund's shares will reflect changes in the market
value of its investments. Dividends paid by the Fund will vary with the
income it receives from these investments.

Kansas. The Kansas economy is primarily centered on trade, services,
government and manufacturing, with agriculture remaining as an important
component. Employment has grown 2.5% - 3.0% annually over the past three
years, however, personal income figures are volatile in view of the
farming component of the economy.

State revenue sources include a 4.9% sales tax, a corporate income tax
between 4% and 7.35% and an individual tax rate between 3.5% and 7.75%.
Income and sales taxes each account for 41% of the state's operating
revenue which, in the 1997-98 fiscal year, totaled $3.97 billion, which
was higher than projected levels. Revenues are conservatively projected
to increase only 1.1% in 1998 over actual 1997 revenues.

Kansas has no general obligation debt, and relatively few bonds that are
issued are rated. The most significant debt is that of the Department of
Transportation for highway purposes. Other debt is issued under the
authority of the Kansas Development Finance Authority.

Because the State has no general obligation debt, there is no rating for
Kansas general obligation bonds.

Kansas Taxes. Individuals, trusts, estates and corporations will not be
subject to the Kansas income tax on the portion of exempt-interest
dividends derived from interest on obligations of Kansas and its
political subdivisions issued after December 31, 1987, and interest on
obligations issued before January 1, 1988 where the laws of the State of
Kansas authorizing the issuance of such obligations specifically exempt
the interest on such obligations from income tax under the laws of the
State of Kansas. All remaining dividends (except for dividends, if any,
derived from qualifying debt obligations issued by the governments of
Puerto Rico, the U.S. Virgin Islands and Guam and which are exempt from
federal and state income taxes pursuant to federal law), including
dividends derived from capital gains, will be includable in the Kansas
taxable income of individuals, trusts, estates and corporations.
Distributions treated as long-term capital gains for federal income tax
purposes will generally receive the same characterization under Kansas
law. Capital gains or losses realized from a redemption, sale or
exchange of shares of the Fund by a Kansas taxpayer will be taken into
account for Kansas income tax purposes.

The above exemptions do not apply to the privilege tax imposed on banks,
banking associations, trust companies, savings and loan associations and
insurance companies, or the franchise tax imposed on corporations.
Banks, banking associations, trust companies, savings and loan
associations, insurance companies and corporations are urged to consult
their own tax advisors regarding the effects of these taxes before
investing in the Fund.

The tax discussion set forth above is for general information only. The
foregoing relates to Kansas income taxation as in effect as of the date
of this prospectus. Investors should consult their own tax advisors
regarding the state, local and other tax consequences of an investment
in the Fund, including any proposed change in the tax laws.

UMB Scout Money Market Fund

UMB Scout Money Market Fund offers two separate Portfolios, Federal and
Prime, each of which invest in high quality short-term debt instruments
for the purpose of maximizing income consistent with safety of principal
and liquidity. Each Portfolio also seeks to maintain a constant price of
$1.00 per share. Neither Portfolio's objective can be changed without
the approval of a majority of its outstanding shares. Each Portfolio
will limit its holdings to the types of securities hereinafter
described.

Federal Portfolio

The Federal Portfolio will invest only in the following "U.S.
Government Securities:"

1. Direct obligations of the U.S. Government, such as bills,
notes, bonds and other debt securities issued by the U.S. Treasury.

2. Obligations of U.S. government agencies and
instrumentalities which are secured by the full faith and credit of the
U.S. Treasury, such as securities of the Government National Mortgage
Association; or which are secured by the right of the issuer to borrow
from the Treasury, such as securities issued by the Federal Financing
Bank or the U.S. Postal Service; or are supported by the credit of the
government agency or instrumentality itself, such as securities of
Federal Home Loan Banks, or the Federal National Mortgage Association.

The Federal Portfolio also may invest in issues of the United States
Treasury or United States government agencies subject to repurchase
agreements entered into with the seller of the issues. The use of
repurchase agreements by the Fund involves certain risks. For a
discussion of repurchase agreements and their risks see page 25.

Prime Portfolio

The Prime Portfolio may invest in any of the following in addition to
securities eligible for the Federal Portfolio:

1. Certificates of deposit, bankers' acceptances, and other
short-term obligations issued domestically by United States commercial
banks having assets of at least $1 billion and which are members of the
Federal Deposit Insurance Corporation, or holding companies of such
banks.

2. Commercial paper, including variable rate master demand
notes of companies whose commercial paper is rated P-2 or higher by
Moody's Investors Service, Inc. (Moody's) or A-2 or higher by Standard
and Poor's Corporation (S&P). If not rated by either Moody's or S&P, a
company's commercial paper, including variable rate master demand notes,
may be purchased by the Prime Portfolio if the company has an
outstanding bond issue rated Aa or higher by Moody's or AA or higher by
S&P. Variable rate master demand notes represent a borrowing arrangement
under a letter of agreement between a commercial paper issuer and an
institutional lender. Applicable interest rates are determined on a
formula basis and are adjusted on a monthly, quarterly, or other term as
set out in the agreement. They vary as to the right of the lender to
demand payment. (For a description of money market securities and their
ratings, see "Fixed Income Securities Described and Ratings" in the
"Statement of Additional Information.")

3. Short-term debt securities which are non-convertible and
which have one year or less remaining to maturity at the date of
purchase and which are rated Aa or higher by Moody's or AA or higher by
S&P.

4. Negotiable certificates of deposit and other short-term debt
obligations of savings and loan associations having assets of at least
$1 billion and which are members of the Federal Home Loan Banks
Association and insured by Federal Deposit Insurance Corporation.

To achieve its objectives the Fund may engage in trading activity in
order to take advantage of opportunities to enhance yield, protect
principal or improve liquidity. This trading activity should not
increase the Fund's expenses, since there are normally no broker's
commissions paid by the Fund for the purchase or sale of money market
instruments. However, a markup or spread may be paid to a dealer from
which the Fund purchases a security.

Pursuant to Rule 2a-7 of the Investment Company Act of 1940, as amended,
the Fund will price its shares according to a procedure known as
amortized cost, and will maintain 100% of its assets in securities with
remaining maturities of 397 days or less, and limit its investments to
those instruments which the Directors of the Fund determine present
minimal credit risks, and which are eligible investments under the rule.
Each Portfolio will maintain a weighted average maturity of 90 days or
less.

UMB Scout Tax-Free
Money Market Fund

UMB Scout Tax-Free Money Market Fund's objective is to provide investors
with the highest level of investment income exempt from federal income
tax consistent with its quality and maturity standards. It also seeks to
maintain liquidity and a constant price of $1.00 per share. The Fund
cannot guarantee that these objectives will be achieved, but through
careful management and diversification it will seek to reduce risk and
enhance the opportunities for higher income and greater price stability.
The Fund will not purchase any security which at the time of purchase
has a maturity more than one year from the date of purchase.

During periods of normal market conditions, the Fund will invest at
least 80% of its total assets (exclusive of cash) in short-term
municipal securities, as defined in this prospectus. This fundamental
policy will not be changed without shareholder approval, except that the
Fund reserves the right to deviate temporarily from this policy during
extraordinary circumstances when, in the opinion of management, it is
advisable to do so in the best interest of shareholders, such as when
market conditions dictate a defensive posture in taxable obligations.
During the Fund's fiscal year ended June 30, 1998, 100% of income was
exempt from federal income taxes.

Investments in short-term municipal obligations and notes are limited to
those obligations which at the time of purchase: (1) are backed by the
full faith and credit of the United States; (2) are rated MIG-1 or MIG-2
by Moody's; or (3) if the obligations or notes are not rated, of
comparable quality as determined by the Board of Directors. Short-term
discount notes are limited to those obligations rated A-1 by S&P, or
Prime-1 by Moody's or their equivalents as determined by the Board of
Directors. If the short-term discount notes are not rated, they must be
of comparable quality as determined by the Board of Directors. (For a
description of municipal securities and their ratings, see "Municipal
Securities Described and Ratings" in the "Statement of Additional
Information.")

While the Fund normally maintains at least 80% of the portfolio in
municipal securities, it may invest any remaining balance in taxable
money market instruments on a temporary basis, if management believes
this action would be in the best interest of shareholders. Included in
this category are: obligations of the United States of America, its
agents or instrumentalities; certificates of deposit; bankers'
acceptances and other short-term debt obligations of United States banks
with total assets of $1 billion or more; and commercial paper rated A-2
or better by Standard & Poor's Corp. or Prime-2 or better by Moody's
Investors Service, Inc., or certain rights to acquire these securities.

The Fund reserves the right to hold cash reserves as management deems
necessary for defensive or emergency purposes.

It is the policy of the Fund not to invest more than 25% of its assets
in any one classification of municipal securities, except project notes
or other tax-exempt obligations which are backed by the U.S. Government.

Should the rating organizations used by the Fund cease to exist or
change their systems, the Fund will attempt to use other comparable
ratings as standards for its investments in municipal securities in
accordance with its investment policies.

To achieve its objectives the Fund may engage in trading activity in
order to take advantage of opportunities to enhance yield, protect
principal or improve liquidity. This trading activity should not
increase the Fund's expenses since there are normally no brokers'
commissions paid by the Fund for the purchase or sale of money market
instruments. However, a markup or spread may be paid to a dealer from
which the Fund purchases a security.

UMB Scout Tax-Free Money Market Fund may invest in issues of the United
States Treasury or United States government agencies subject to
repurchase agreements entered into with the seller of the issue. The use
of repurchase agreements by the Fund involves certain risks. For a
discussion of repurchase agreements and their risks see page 25.

REPURCHASE AGREEMENTS

A repurchase agreement involves the sale of securities to a Fund with
the concurrent agreement by the seller to repurchase the securities at
the Fund's cost plus interest at an agreed rate upon demand or within a
specified time, thereby determining the yield during the purchaser's
period of ownership. The result is a fixed rate of return insulated from
market fluctuations during such period. Under the Investment Company Act
of 1940, repurchase agreements are considered loans by the Funds.

The Funds will enter into such repurchase agreements only with United
States banks having assets in excess of $1 billion which are members of
the Federal Deposit Insurance Corporation, and with certain securities
dealers who meet the qualifications set from time to time by the Board
of Directors. The term to maturity of a repurchase agreement normally
will be no longer than a few days. Repurchase agreements maturing in
more than seven days, and other illiquid securities, will not exceed 10%
of the net assets of any Fund.

RISK FACTORS

Risk Factors Applicable
to Repurchase Agreements

The use of repurchase agreements involves certain risks. For example, if
the seller of the agreement defaults on its obligation to repurchase the
underlying securities at a time when the value of these securities has
declined, the Fund may incur a loss upon disposition of them. If the
seller of the agreement becomes insolvent and subject to liquidation or
reorganization under the Bankruptcy Code or other laws, disposition of
the underlying securities may be delayed pending court proceedings.
Finally, it is possible that the Fund may not be able to perfect its
interest in the underlying securities. While the Fund's management
acknowledges these risks, it is expected that they can be controlled
through stringent security selection criteria and careful monitoring
procedures.

Risk Factors applicable
to Money Market Instruments

The yield and the principal value of money market instruments are
sensitive to short-term lending conditions, and it is possible that an
issuer may default. The Fund will seek to minimize these risks through
portfolio diversification, careful portfolio selection among securities
considered to be high quality and by maintaining short average
maturities.

Risk Factors Applicable
to Concentration of Assets
in the Banking Industry

Concentration of assets in the banking industry may increase the element
of risk because banks are highly leveraged. The manager believes this
risk is reduced because purchases will be limited to banks which are
members of the Federal Deposit Insurance Corporation, although
securities purchased by the Fund may not be F.D.I.C. insured deposits.
Furthermore, the manager will carefully evaluate the financial ratios
and asset characteristics of banks in which the Funds might invest, and
reject those banks whose financial ratios and asset characteristics are
not, in the manager's opinion, sufficiently strong.

Risk Factors Applicable
to Foreign Investments

From time to time, UMB Scout WorldWide Fund may invest in companies
located in developing countries. A developing country is generally
considered to be a country which is in the initial stages of its
industrialization cycle with a low per capita gross national product.
Compared to investment in the United States and other developed
countries, investing in the equity and fixed income markets of
developing countries involves exposure to relatively unstable
governments, economic structures that are generally less mature and
based on only a few industries and securities markets which trade a
small number of securities. Prices on securities exchanges in developing
countries generally will be more volatile than those in developed
countries. The Fund will not invest more than 20% of its total assets in
companies located in developing countries.

The risks to which the UMB Scout WorldWide Fund is exposed, as a result
of investing in companies located outside the United States include:
currency risks such as fluctuations in the value of foreign currencies
and the performance of foreign currencies relative to the U.S. dollar;
exchange control regulations; and costs incurred in connection with
conversions between various currencies (fees may also be incurred when
converting foreign investments to U.S. dollars). As a result, the
relative strength of the U.S. dollar may be an important factor in the
performance of the Fund.

Under normal circumstances the Fund will invest at least 65% of its
assets in equity securities of foreign issuers. However, to meet the
liquidity needs of the Fund or when the Fund believes that investments
should be deployed in a temporary defensive posture because of economic
or market conditions, the Fund may invest all or a major portion of its
assets in short-term debt securities denominated in U.S. dollars,
including U.S. treasury bills and other securities of the U.S.
government and its agencies, bankers' acceptances and certificates of
deposit rated "A" or better by Standard & Poor's Corporation or
Moody's Investors Service as well as enter into repurchase agreements
maturing in seven days or less with U.S. banks and broker-dealers which
are collateralized by such securities. The Fund may also hold cash and
time deposits in foreign banks, denominated in any major foreign
currency.

Risk Factors Applicable
to When-Issued Securities

The UMB Scout Kansas Tax-Exempt Bond Fund may purchase securities on a
"when-issued" basis, which means that payment and delivery occur on a
future settlement date. The price and yield of such securities are
generally fixed on the date of commitment to purchase. However, the
market value of the securities may fluctuate prior to delivery and upon
delivery the securities may be worth more or less than the UMB Scout
Kansas Tax-Exempt Bond Fund agreed to pay for them. The UMB Scout Kansas
Tax-Exempt Bond Fund may also purchase instruments that give it the
option to purchase a municipal obligation when and if issued.

Risk Factors Applicable
to Inverse Floaters

The UMB Scout Kansas Tax-Exempt Bond Fund may invest in municipal
securities whose interest rates bear an inverse relationship to the
interest rate on another security or the value of an index ("inverse
floaters"). An investment in inverse floaters may involve greater risk
than an investment in a fixed rate bond. Because changes in the interest
rate on the other security or index inversely affect the residual
interest paid on the inverse floater, the value of an inverse floater is
generally more volatile than that of a fixed rate bond. Inverse floaters
have interest rate adjustment formulae which generally reduce or, in the
extreme, eliminate the interest paid to the UMB Scout Kansas Tax-Exempt
Bond Fund when short-term interest rates rise, and increase the interest
paid to the UMB Scout Kansas Tax-Exempt Bond Fund when short-term
interest rates fall. Inverse floaters have varying degrees of liquidity,
and the market for these securities is new and relatively volatile.
These securities tend to underperform the market for fixed rate bonds in
a rising interest rate environment, but tend to outperform the market
for fixed rate bonds when interest rates decline. Shifts in long-term
interest rates may, however, alter this tendency. Although volatile,
inverse floaters typically offer the potential for yields exceeding the
yields available on fixed rate bonds with comparable credit quality and
maturity. These securities usually permit the investor to convert the
floating rate to a fixed rate (normally adjusted downward), and this
optional conversion feature may provide a partial hedge against rising
rates if exercised at an opportune time. Inverse floaters are leveraged
because they provide two or more dollars of bond market exposure for
every dollar invested.

Risk Factors Applicable
to Futures Transactions

The UMB Scout Kansas Tax-Exempt Bond Fund may purchase and sell various
kinds of financial futures contracts and options thereon to hedge
against changes in interest rates. Futures contracts may be based on
various debt securities (such as U.S. Government securities and
municipal obligations) and securities indices (such as the Municipal
Bond Index traded on the Chicago Board of Trade). Such transactions
involve a risk of loss or depreciation due to unanticipated adverse
changes in securities prices, which may exceed the UMB Scout Kansas Tax-
Exempt Bond Fund's initial investment in these contracts. The UMB Scout
Kansas Tax-Exempt Bond Fund may not purchase or sell futures contracts
or related options, except for closing purchase or sale transactions, if
immediately thereafter the sum of the amount of margin deposits and
premiums paid on the UMB Scout Kansas Tax-Exempt Bond Fund's outstanding
positions would exceed 5% of the market costs. There can be no assurance
that the investment manager's use of futures will be advantageous to the
UMB Scout Kansas Tax-Exempt Bond Fund. Distributions by the UMB Scout
Kansas Tax-Exempt Bond Fund of any gains realized on its transactions in
futures and options on futures will be taxable.

Risk Factors Applicable
to Year 2000 Issue

Like other mutual funds, as well as other financial and business
organizations around the world, the Funds could be adversely affected if
the computer systems used by UMB Bank, n.a., Jones & Babson, Inc. and
other service providers, in performing their administrative functions do
not properly process and calculate date-related information and data as
of and after January 1, 2000. This is commonly known as the "Year 2000
Issue." UMB Bank, n.a. and Jones & Babson, Inc. are taking steps that
they believe are reasonably designed to address the Year 2000 Issue with
respect to computer systems that they use and to obtain reasonable
assurances that comparable steps are being taken by the Funds' other
major service providers. At this time, however, there can be no
assurance that these steps will be sufficient to avoid any adverse
impact to the Funds.

INVESTMENT RESTRICTIONS

In addition to the policies set forth under the caption "Investment
Objective and Portfolio Management Policy" the Funds are subject to
certain other restrictions which may not be changed without approval of
the "holders of a majority of the outstanding shares" of the Fund or
the affected Portfolio. Among these restrictions, the more important
ones are that the UMB Scout Stock Fund, UMB Scout Regional Fund, UMB
Scout Bond Fund, UMB Scout Money Market Fund (each Portfolio), UMB Scout
Tax-Free Money Market Fund, UMB Scout WorldWide Fund and UMB Scout
Balanced Fund will not purchase the securities of any issuer if more
than 5% of the Fund's total assets would be invested in the securities
of such issuer, or the Fund would hold more than 10% of any class of
securities of such issuer; borrow money in excess of 10% of total assets
taken at market value, and then only from banks as a temporary measure
for extraordinary or emergency purposes; will not borrow to increase
income (leveraging) but only to facilitate redemption requests which
might otherwise require untimely dispositions of portfolio securities;
will repay all borrowings before making additional investments (interest
paid on such borrowings will reduce net income). The full text of these
restrictions is set forth in the "Statement of Additional
Information."

There is no limitation with respect to investments in U.S. Treasury
Bills, or other obligations issued or guaranteed by the federal
government, its agencies and instrumentalities.

The UMB Scout Capital Preservation Fund and UMB Scout Kansas Tax-Exempt
Bond Fund will not: purchase the securities of any issuer if, with
respect to 75% of the Fund's total assets (50% for the UMB Scout Kansas
Tax-Exempt Bond Fund), more than 5% of the Fund's total assets would be
invested in the securities of such issuer, or the Fund would hold more
than 10% of any class of securities of such issuer; borrow money in
excess of 10% of total assets taken at market value, and then only from
banks as a temporary measure for extraordinary or emergency purposes;
borrow to increase income (leveraging), but only to facilitate
redemption requests which might otherwise require untimely dispositions
of portfolio securities (interest paid on such borrowings will reduce
net income); and securities will not be purchased while outstanding bank
borrowings exceed 5% of the value of the Fund's total assets. The full
text of these restrictions is set forth in the "Statement of Additional
Information."

As a matter of non-fundamental policy, the UMB Scout Capital
Preservation Fund may invest without limit in U.S. Treasury Bills, or
other obligations issued or guaranteed by the federal government, its
agencies and instrumentalities for temporary defensive purposes,
however, the Fund will normally invest no more than 35% of its total
assets in such securities.

PERFORMANCE MEASURES

From time to time, each of the Funds may advertise its performance in
various ways, as summarized below. Further discussion of these matters
also appears in the "Statement of Additional Information." A
discussion of UMB Scout Stock Fund, UMB Scout Regional Fund, UMB Scout
Bond Fund, UMB Scout WorldWide Fund, UMB Scout Balanced Fund, UMB Scout
Capital Preservation Fund and UMB Scout Kansas Tax-Exempt Bond Fund
performance is included in each Fund's Annual Report to Shareholders
which is available from the respective Fund upon request at no charge.

Yield

From time to time, each portfolio of UMB Scout Money Market Fund, and
the UMB Scout Tax-Free Money Market Fund may advertise "yield" and
"effective yield." The "yield" of a Fund refers to the income
generated by an investment in a Fund over a seven-day period (which
period will be stated in the advertisement). This income is then
"annualized." That is, the amount of income generated by the
investment during that week is assumed to be generated each week over a
52-week period and is shown as a percentage of the investment. The
"effective yield" is calculated similarly, but, when annualized, the
income earned by an investment in a Fund is assumed to be reinvested.
The "effective yield" will be slightly higher than the "yield"
because of the compounding effect of this assumed reinvestment.

Each portfolio of UMB Scout Money Market Fund, and the UMB Scout Tax-
Free Money Market Fund may quote their yields in advertisements or in
reports to shareholders. Yield information may be useful in reviewing
the performance of these Funds and in providing a basis for comparison
with other investment alternatives. However, since the net investment
income of these Funds changes in response to fluctuations in interest
rates and Fund expenses, any given yield quotations should not be
considered representative of the Fund's yields for any future period.
Current yield and price quotations for the UMB Scout Funds may be
obtained by telephoning 1-800-996-2862.

Total Return

UMB Scout Stock Fund, UMB Scout Regional Fund, UMB Scout Bond Fund, UMB
Scout WorldWide Fund, UMB Scout Balanced Fund, UMB Scout Capital
Preservation Fund and UMB Scout Kansas Tax-Exempt Bond Fund may
advertise "average annual total return" over various periods of time.
Such total return figures show the average percentage change in value of
an investment in a Fund from the beginning date of the measuring period
to the end of the measuring period. These figures reflect changes in the
price of the Funds' shares and assume that any income dividends and/or
capital gains distributions made by the Funds during the period were
reinvested in shares of the Fund. Figures will be given for recent one-,
five- and ten-year periods (if applicable), and may be given for other
periods as well (such as from commencement of a Fund's operations, or on
a year-by-year basis). When considering "average" total return figures
for periods longer than one year, it is important to note that a Fund's
annual total return for any one year in the period might have been
greater or less than the average for the entire period.

Performance Comparisons

In advertisements or in reports to shareholders, each of the Funds may
compare its performance to that of other mutual funds with similar
investment objectives and to stock or other relevant indices. For
example, UMB Scout Stock Fund, UMB Scout Regional Fund, UMB Scout
WorldWide Fund, UMB Scout Capital Preservation Fund, UMB Scout Bond
Fund, UMB Scout Balanced Fund and UMB Scout Kansas Tax-Exempt Bond Fund
may compare their performance to rankings prepared by Lipper Analytical
Services, Inc. (Lipper), a widely recognized independent service which
monitors the performance of mutual funds. UMB Scout Stock Fund or UMB
Scout Regional Fund may also compare its performance to the Standard &
Poor's 500 Stock Index (S&P 500), an index of unmanaged groups of common
stocks, the Dow Jones Industrial Average, a recognized unmanaged index
of common stocks of 30 industrial companies listed on the NYSE, or the
Consumer Price Index. UMB Scout Bond Fund may compare its performance to
the Shearson/Lehman Government/Corporate Index, an unmanaged index of
government and corporate bonds. Performance information, rankings,
ratings, published editorial comments and listings as reported in
national financial publications such as Kiplinger's Personal Finance
Magazine, Business Week, Morningstar Mutual Funds, Investor's Business
Daily, Institutional Investor, The Wall Street Journal, Mutual Fund
Forecaster, No-Load Investor, Money, Forbes, Fortune and Barron's may
also be used in comparing performance of UMB Scout Stock Fund, UMB Scout
Regional Fund, UMB Scout Bond Fund, UMB Scout WorldWide Fund, UMB Scout
Capital Preservation Fund, UMB Scout Balanced Fund and UMB Scout Kansas
Tax-Exempt Bond Fund. Similarly, each Portfolio of UMB Scout Money
Market Fund, and UMB Scout Tax-Free Money Market Fund may compare their
yields to the Donoghue's Money Fund Average and the Donoghue's
Government Money Fund Average which are averages compiled by Donoghue's
Money Fund Report, a widely recognized independent publication that
monitors the performance of money market mutual funds, or to the average
yield reported by the Bank Rate Monitor for money market deposit
accounts offered by the 50 leading banks and thrift institutions in the
top five standard metropolitan statistical areas. Performance
comparisons should not be considered as representative of the future
performance of any Fund. Further information regarding the performance
of the UMB Scout Funds is contained in the "Statement of Additional
Information."

Performance rankings, recommendations, published editorial comments and
listings reported in Money, Barron's, Kiplinger's Personal Finance
Magazine, Financial World, Forbes, U.S. News & World Report, Business
Week, The Wall Street Journal, Investors Business Daily, USA Today and
Fortune may also be cited (if the Fund is listed in any such
publication) or used for comparison, as well as performance listings and
rankings from Morningstar Mutual Funds, Personal Finance, Income and
Safety, The Mutual Fund Letter, No-Load Fund Investor, United Mutual
Fund Selector, No-Load Fund Analyst, No-Load Fund X, Louis Rukeyser's
Wall Street newsletter, Donoghue's Money Letter, CDA Investment
Technologies, Inc., Wiesenberger Investment Companies Service and
Donoghue's Mutual Fund Almanac.

HOW TO PURCHASE SHARES

You must specify the Fund in which you desire to invest on your
application form. Failure to do so will result in the application and
your check or bank wire being returned to you.

Shares are purchased from the Fund at net asset value (no sales charge)
next computed after a completed purchase order has been received by the
Fund's agent, Jones & Babson, Inc., P.O. Box 410498, Kansas City, MO
64141-0498 and accepted by the Fund. To complete a purchase order by
mail, wire or telephone, please provide the information detailed below.
For information or assistance, please call toll free 1-800-996-2862. If
an investor wishes to engage the services of any other broker to
purchase (or redeem) shares of the Fund, a fee may be charged by such
broker. In the case of certain institutions which have made satisfactory
payment arrangements with the Fund, orders may be processed at the net
asset value per share next effective after a purchase order has been
received by such institutions. The Funds will not be responsible for the
consequences of delays including delays in the banking or Federal
Reserve wire systems.

The Funds reserve the right in their sole discretion to withdraw all or
any part of the offerings made by the prospectus or to reject purchase
orders when, in the judgment of management, such withdrawal or rejection
is in the best interest of a Fund and its shareholders. The Funds also
reserve the right at any time to waive or increase the minimum
requirements applicable to initial or subsequent investments with
respect to any person or class of persons, which includes shareholders
of the Funds' special investment programs. The Fund reserves the right
to refuse to accept orders for fund shares unless accompanied by
payment, except when a responsible person has indemnified the Fund
against losses resulting from the failure of investors to make payment.
In the event that the Fund sustains a loss as the result of failure by a
purchaser to make payment, the Fund's underwriter, Jones & Babson, Inc.,
will cover the loss.

INITIAL INVESTMENTS

Initial investments - By mail. You may open an account and make an
investment by completing and signing the application which accompanies
this prospectus. The minimum initial purchase is $1,000 unless your
purchase is pursuant to an IRA or the Uniform Transfers (Gifts) to
Minors Act, in which case the minimum initial purchase is $250. However,
if electing the Automatic Monthly Investment Plan, the minimum initial
purchase is reduced to $100 for all accounts. Make your check payable to
UMB Bank, n.a. Mail your application and check to:

The UMB Scout Fund Group
P.O. Box 410498
Kansas City, MO 64141-0498

Initial investments - By wire. You may purchase shares of the Fund by
wiring the purchase price ($1,000 minimum) through the Federal Reserve
Bank to the custodian, UMB Bank, n.a. Prior to sending your money, you
must call the Fund toll free 1-800-996-2862 and provide it with the
identity of the registered account owner, the registered address, the
Social Security or Taxpayer Identification Number of the registered
owner, the amount being wired, the name and telephone number of the
wiring bank and the person to be contacted in connection with the order.
You will then be provided a Fund account number, after which you should
instruct your bank to wire the specified amount, along with the account
number and the account registration to:

UMB Bank, n.a.
Kansas City, Missouri, ABA #101000695
For: UMB Scout Stock Fund, Inc./AC = 980118-7023
UMB Scout Regional Fund, Inc./AC = 987007-7108
UMB Scout WorldWide Fund, Inc./AC = 987047-5332
UMB Scout Capital Preservation Fund, Inc./AC = 987090-8387
UMB Scout Balanced Fund, Inc./AC = 987072-6971
UMB Scout Bond Fund, Inc./AC = 980118-7015
UMB Scout Kansas Tax-Exempt Bond Fund, Inc./ AC = 987090-8352
UMB Scout Money Market Fund, Inc.
Prime Portfolio/AC = 980118-6957
Federal Portfolio/AC = 980118-6965
UMB Scout Tax-Free Money Market Fund, Inc./AC = 980118-6981
(as appropriate)

For Account No. (insert assigned Fund account number and name in
which account is registered)

A completed application must be sent to the Fund as soon as possible so
the necessary remaining information can be recorded in your account.
Payment of redemption proceeds may be delayed until the completed
application is received by the Fund.

INVESTMENTS SUBSEQUENT
TO INITIAL INVESTMENT

You may add to your Fund account at any time in amounts of $100 or more
if purchases are made by mail or telephone purchase, or $500 or more if
purchases are made by wire. Automatic monthly investments must be in
amounts of $50 or more.

Checks should be mailed to the Funds at their address, but made payable
to UMB Bank, n.a. Always identify your account number or include the
detachable reminder stub which accompanies each confirmation.

Wire share purchases should include your account registration, your
account number and the name of the UMB Scout Fund in which you are
purchasing shares. It also is advisable to notify the Fund by telephone
that you have sent a wire purchase order to the bank.

TELEPHONE INVESTMENT SERVICE

To use the Telephone Investment Service, you must first establish your
Fund account and authorize telephone orders in the application form, or,
subsequently, on a special authorization form provided upon request. If
you elect the Telephone Investment Service and your request is received
prior to 3:00 P.M. (Central Time), you may purchase Fund shares ($100
minimum) by telephone and authorize the Fund to draft your checking
account for the cost of the shares so purchased. Debits to your checking
account would be processed through the Automated Clearing House (ACH).
You will receive the next available price after the Fund has received
your telephone call. Availability and continuance of this privilege is
subject to acceptance and approval by the Fund and all participating
banks. During periods of increased market activity, you may have
difficulty reaching the Fund by telephone, in which case you should
contact the Fund by mail or telegraph. The Fund will not be responsible
for the consequences of delays, including delays in the banking or
Federal Reserve wire systems.

The Fund will employ reasonable procedures to confirm that instructions
communicated by telephone are genuine, and if such procedures are
followed, the Fund will not be liable for losses due to unauthorized or
fraudulent instructions. Such procedures may include, but are not
limited to requiring personal identification prior to acting upon
instructions received by telephone, providing written confirmations of
such transactions, and/or tape recording of telephone instructions.

The Funds reserve the right to initiate a charge for this service and to
terminate or modify any or all of the privileges in connection with this
service at any time upon 15 days written notice to shareholders, and to
terminate or modify the privileges without prior notice in any
circumstances where such termination or modification is in the best
interest of the Fund and its shareholders.

AUTOMATIC MONTHLY
INVESTMENT PLAN

You may elect to make monthly investments in a constant dollar amount
from your checking account ($50 minimum, after an initial investment of
$100 or more for any account). The Fund will draft your checking account
on the same day each month in the amount you authorize in your
application, or, subsequently, on a special authorization form provided
upon request. Debits to your checking account would be processed through
the Automated Clearing House (ACH). Availability and continuance of this
privilege is subject to acceptance and approval by the Fund and all
participating banks. If the date selected falls on a day upon which the
Fund shares are not priced, investment will be made on the first date
thereafter upon which Fund shares are priced. The Fund will not be
responsible for the consequences of delays, including delays in the
banking or Federal Reserve wire systems.

HOW TO REDEEM SHARES

Shareholders registered in the stock records of the Funds may withdraw
all or part of their investment by redeeming shares. In each instance
you must comply with the general requirements relating to all
redemptions as well as with specific requirements set out for the
particular redemption method you select. If you wish to expedite
redemptions by using the telephone/telegraph privilege, you should
carefully note the special requirements and limitations relating to
these methods. Draft writing (check) privileges are available for UMB
Scout Money Market Fund, Inc. and UMB Scout Tax-Free Money Market Fund,
Inc.

All redemption requests must be transmitted to the Funds, P.O. Box
410498, Kansas City, MO 64141-0498. Shareholders who have authorized
telephone redemption may call toll free 1-800-996-2862. The Funds will
redeem shares at the price (net asset value per share) next effective
after receipt of a redemption request in "good order." (See "How
Share Price is Determined.")

The Funds will endeavor to transmit redemption proceeds to the proper
party, as instructed, as soon as practicable after a redemption request
has been received in "good order" and accepted, but in no event later
than the third business day thereafter. Transmissions are made by mail
unless an expedited method has been authorized and specified in the
redemption request. The Fund will not be responsible for the
consequences of delays including delays in the banking or Federal
Reserve wire systems.

Redemptions will not become effective until all documents in the form
required have been received. In the case of redemption requests made
within 15 days of the date of purchase, the Fund may delay transmission
of proceeds until such time as it is certain that unconditional payment
in federal funds has been collected for the purchase of shares being
redeemed or 15 days from the date of purchase, whichever occurs first.
You can avoid the possibility of delay by paying for all of your
purchases with a certified check or a transfer of federal funds.

Where additional documentation is normally required to support
redemptions as in the case of corporations, fiduciaries and others who
hold shares in a representative or nominee capacity such as certified
copies of corporate resolutions, or certificates of incumbency, or such
other documentation as may be required under the Uniform Commercial Code
or other applicable laws or regulations, it is the responsibility of the
shareholder to maintain such documentation on file and in a current
status. A failure to do so will delay the redemption. If you have
questions concerning redemption requirements, please write or telephone
the Funds well ahead of an anticipated redemption in order to avoid any
possible delay.

Requests which are subject to special conditions or which specify an
effective date other than as provided herein cannot be accepted.

The right of redemption may be suspended or the date of payment
postponed beyond the normal three-day period when the New York Stock
Exchange is closed or under emergency circumstances as determined by the
Securities and Exchange Commission. Additional details are set forth in
the "Statement of Additional Information."

With respect to UMB Scout Money Market and UMB Scout Tax-Free Money
Market Funds, shares redeemed will be entitled to receive all dividends
declared through the day preceding the date of redemption. If you redeem
all of the shares in your account, in addition to the share redemption
check, a separate check representing all dividends declared but unpaid
on the shares redeemed will be distributed on the next dividend payment
date. Any amount due you in your declared but unpaid dividend account
cannot be redeemed by draft.

Due to the high cost of maintaining smaller accounts, the Directors have
authorized the Funds to close shareholder accounts where their value
falls below the current minimum initial investment requirement at the
time of initial purchase as a result of redemptions and not as the
result of market action, and remains below this level for 60 days after
each such shareholder account is mailed a notice of: (1) the Fund's
intention to close the account, (2) the minimum account size
requirement, and (3) the date on which the account will be closed if the
minimum size requirement is not met. Since the minimum investment amount
and the minimum account size are the same, any redemption from an
account containing only the minimum investment amount may result in
redemption of that account.

Withdrawal By Mail - Shares may be redeemed by mailing your request to
the Funds. To be in "good order" the request must include the
following:

(1) A written redemption request or stock assignment (stock
power) containing the genuine signature of each registered owner exactly
as the shares are registered, with clear identification of the account
by registered name(s), account number and the number of shares or the
dollar amount to be redeemed;

(2) any outstanding stock certificates representing shares to be
redeemed;

(3) signature guarantees as required (see Signature Guarantees);
and

(4) any additional documentation which the Fund may deem
necessary to insure a genuine redemption such as an application if one
is not on file, or in the case of corporations, fiduciaries and others
who hold shares in a representative or nominee capacity (see below).

Where additional documentation is normally required to support
redemptions as in the case of corporations, fiduciaries and others who
hold shares in a representative or nominee capacity, such as certified
copies of corporate resolutions, or certificates of incumbency, or such
other documentation as may be required under the Uniform Commercial Code
or other applicable laws or regulations, it is the responsibility of the
shareholder to maintain such documentation on file and in a current
status. A failure to do so will delay the redemption. If you have
questions concerning redemption requirements, please write or telephone
the Fund well ahead of an anticipated redemption in order to avoid any
possible delay.

Signature Guarantees are required in connection with all redemptions of
$50,000 or more by mail, or changes in share registration, except as
hereinafter provided. These requirements may be waived by the Fund in
certain instances where it appears reasonable to do so and will not
unduly affect the interests of other shareholders. Signature(s) must be
guaranteed by an "eligible guarantor institution" as defined in Rule
17Ad-15 under the Securities Exchange Act of 1934. Eligible guarantor
institutions include: (1) national or state banks, savings associations,
savings and loan associations, trust companies, savings banks,
industrial loan companies and credit unions; (2) national securities
exchanges, registered securities associations and clearing agencies; or
(3) securities broker/dealers which are members of a national securities
exchange or clearing agency or which have a minimum net capital of
$100,000. A notarized signature will not be sufficient for the request
to be in proper form.

Signature guarantees will be waived for mail redemptions of $50,000 or
less, but they will be required if the checks are to be payable to
someone other than the registered owner(s), or are to be mailed to an
address different from the registered address of the shareholder(s), or
where there appears to be a pattern of redemptions designed to
circumvent the signature guarantee requirement, or where the Funds have
other reason to believe that this requirement would be in the best
interests of the Funds and their shareholders.

Withdrawal By Telephone or Telegraph - You may withdraw any amount
($500 minimum if wired) by telephone toll free 1-800-996-2862, or by
telegraph to the Fund's address. Telephone/telegraph redemption
authorizations signed by all registered owners with signatures
guaranteed must be on file with the Funds before you may redeem by
telephone or telegraph. Funds will be sent only to the address of
record. The signature guarantee requirement may be waived by the Funds
if the request for this redemption method is made at the same time the
initial application to purchase shares is submitted.

All communications must include the Fund's name, Portfolio name (if
applicable), your account number, the exact registration of your shares,
the number of shares or dollar amount to be redeemed, and the identity
of the bank and bank account (name and number) to which the proceeds are
to be wired. This procedure may only be used for non-certificated shares
held in open account. For the protection of shareholders, your
redemption instructions can only be changed by filing with the Funds new
instructions on a form obtainable from the Funds which must be properly
signed with signature(s) guaranteed.

Telephone or telegraph redemption proceeds may be transmitted to your
pre-identified bank account either by wire or mail to a domestic
commercial bank which is a member of the Federal Reserve System, or by
credit to such account with UMB Bank, n.a. as designated by you on your
pre-authorization form. If you elect to have proceeds wired to a bank
other than UMB Bank, n.a., and your request is received prior to 1:00
P.M. (Central Time) for UMB Scout Money Market Fund, Inc. and UMB Scout
Tax-Free Money Market Fund, Inc. or 3:00 P.M. (Central Time) for UMB
Scout Stock Fund, Inc., UMB Scout Regional Fund, Inc., UMB Scout
Balanced Fund, Inc., UMB Scout Bond Fund, Inc., UMB Scout WorldWide
Fund, Inc., UMB Scout Capital Preservation Fund, Inc. and UMB Scout
Kansas Tax-Exempt Bond Fund, Inc., proceeds normally will be wired the
following business day. Once the funds are transmitted, the time of
receipt and the funds' availability are not under our control. If your
request is received on any day after the cut-off time, proceeds normally
will be wired on the second business day following the day of receipt of
your request.

If you elect to have proceeds credited to your account with UMB Bank,
n.a., and your request is received prior to 1:00 P.M. (Central Time) for
UMB Scout Money Market Fund, Inc. and UMB Scout Tax-Free Money Market
Fund, Inc. only, proceeds normally will be credited that day. Normally,
your bank account with UMB Bank, n.a., will be credited on the following
business day if your request for UMB Scout Money Market Fund, Inc. and
UMB Scout Tax-Free Money Market Fund, Inc. is received after 1:00 P.M.
(Central Time). Normally your bank account with UMB Bank, n.a., will be
credited on the following business day for all requests for UMB Scout
Stock Fund, Inc., UMB Scout Bond Fund, Inc., UMB Scout Regional Fund,
Inc., UMB Scout WorldWide Fund, Inc., UMB Scout Balanced Fund, Inc., UMB
Scout Capital Preservation Fund, Inc. and UMB Scout Kansas Tax-Exempt
Bond Fund, Inc.

The Funds reserve the right to change their policy or to refuse a
telephone or telegraph redemption request or require additional
documentation to assure a genuine redemption, and, at their option, may
pay such redemption by wire or check and may limit the frequency or the
amount of such request. The Funds reserve the right to terminate or
modify any or all of the services in connection with this privilege at
any time without prior notice. Neither the Funds nor Jones & Babson,
Inc. assumes responsibility for the authenticity of withdrawal
instructions, and there are provisions on the authorization form
limiting their liability in this respect.

Withdrawal by Draft ("Check") - (UMB Scout MONEY MARKET AND UMB Scout
TAX-FREE MONEY MARKET FUNDS ONLY) - You may elect this method of
redemption on your original application, or on a form which will be sent
to you upon request. All signatures must be guaranteed unless this
method of redemption is elected on your original application. The
authorization form, which all registered owners must sign, also contains
a provision relieving the Funds, Jones & Babson, Inc. and UMB Bank, n.a.
from liability for loss, if any, which you may sustain arising out of a
non-genuine redemption pursuant to this redemption feature. Any
additional documentation required to assure a genuine redemption must be
maintained on file with the Funds in such a current status as the Funds
may deem necessary. A new form properly signed and with the signature(s)
guaranteed must be received and accepted by the Funds before authorized
redemption instructions already on file with the Funds can be changed.

You will be provided a supply of drafts ("checks") which may be drawn
on the Funds. Drafts must be deposited in a bank account of the payee to
be cleared through the banking system in order to be presented to the
Funds for payment through UMB Bank, n.a. An additional supply of drafts
will be furnished upon request. There presently is no charge for these
drafts or their clearance. However, the Funds and UMB Bank, n.a. reserve
the right to make reasonable charges and to terminate or modify any or
all of the services in connection with this privilege at any time and
without prior notice.

These drafts may be signed by any joint owner unless otherwise indicated
on the account application. They may be made payable to the order of any
person in the amount of $500 or more. The bank of the draft payee must
present it for collection through UMB Bank, n.a. which delivers it to
the Fund for redemption of a sufficient number of shares to cover the
amount of the draft. Dividends will be earned by the shareholder on the
draft proceeds until the day preceding the date it clears at UMB Bank,
n.a. Drafts will not be honored by the Funds and will be returned unpaid
if there are insufficient open account shares to meet the withdrawal
amount. The Funds reserve the right to withhold the bank's redemption
request until they determine that they have received unconditional
payment for at least the number of shares required to be redeemed to
make payment on the draft. If such a delay is necessary, the bank may
return the draft not accepted (by the Funds) because there are not
sufficient shares for which good payment has been received in the
shareholder account. Dividends declared but not yet paid to you cannot
be withdrawn by drafts. Drafts (checks) may not be used as a redemption
form.

SYSTEMATIC REDEMPTION PLAN

If you own shares in an open account valued at $10,000 or more, and
desire to make regular monthly or quarterly withdrawals without the
necessity and inconvenience of executing a separate redemption request
to initiate each withdrawal, you may enter into a Systematic Withdrawal
Plan by completing forms obtainable from the Fund. For this service, the
manager may charge you a fee not to exceed $1.50 for each withdrawal.
Currently the manager assumes the additional expenses arising out of
this type of plan, but it reserves the right to initiate such a charge
at any time in the future when it deems it necessary. If such a change
is imposed, participants will be provided 30 days notice.

Subject to a $50 minimum, you may withdraw each period a specified
dollar amount. Shares also may be redeemed at a rate calculated to
exhaust the account at the end of a specified period of time.

Dividends and capital gains distributions must be reinvested in
additional shares. Under all withdrawal programs, liquidation of shares
in excess of dividends and distributions reinvested will diminish and
may exhaust your account, particularly during a period of declining
share values.

You may revoke or change your plan or redeem all of your remaining
shares at any time. Withdrawal payments will be continued until the
shares are exhausted or until the Fund or you terminate the plan by
written notice to the other.

HOW TO EXCHANGE SHARES
BETWEEN UMB SCOUT FUNDS

Shareholders may exchange their Fund shares which have been held in open
account for 15 days or more, and for which good payment has been
received, for identically registered shares of any other Fund, or any
other Portfolio in the UMB Scout Fund Group, which is authorized for
sale in the state in which the investor is located, provided that the
minimum amount exchanged has a value of $1,000 and meets the minimum
investment requirement of the Fund or Portfolio into which it is
exchanged. An exchange between two UMB Scout Funds is treated as a sale
of the shares from which the exchange occurs and a purchase of shares of
the Fund into which the exchange occurs. Exchanging shareholders will
receive the next quoted prices for their shares after the request is
received in "good order." (See "How Share Price is Determined.")

Automatic exchanges ($100 minimum) are also available. Once started,
they continue monthly until all shares are exchanged or until you
terminate the Automatic Exchange authorization.

To authorize the Telephone/Telegraph Exchange Privilege, all registered
owners must authorize this privilege on the original application, or the
Fund must receive a special authorization form, provided upon request.
During periods of increased market activity, you may have difficulty
reaching the Fund by telephone, in which case you should contact the
Fund by mail or telegraph. The Fund reserves the right to initiate a
charge for this service and to terminate or modify any or all of the
privileges in connection with this service at any time and without prior
notice under any circumstances (such as during periods of market
instability or if the Fund has difficulty valuing its shares) where
continuance of these privileges would be detrimental to the Fund or its
shareholders, or under any other circumstances, upon 60 days written
notice to shareholders. The Fund will not be responsible for the
consequences of delays including delays in the banking or Federal
Reserve wire systems.

Exchanges by mail may be accomplished by a written request properly
signed by all registered owners identifying the account by name and
number, the number of shares or dollar amount to be redeemed for
exchange and the Fund into which the account is being transferred.

If you wish to exchange part or all of your shares in any Fund for
shares of another Fund or Portfolio in the UMB Scout Fund Group, you
should review the prospectus carefully. Any such exchange will be based
upon the respective net asset values of the shares involved. An exchange
between Funds involves the sale of an asset. Unless the shareholder
account is tax-deferred, this is a taxable event.

HOW SHARE PRICE IS DETERMINED

The net asset value per share of each Fund (Portfolio) is computed once
daily, Monday through Friday, at the specific time during the day that
the Board of Directors of each Fund sets at least annually, except on
days on which changes in the value of a Fund's portfolio securities will
not materially affect the net asset value, or days during which no
security is tendered for redemption and no order to purchase or sell
such security is received by the Fund, or customary holidays. For a list
of the holidays during which any of the Funds are not open for business,
see "How Share Price is Determined" in the "Statement of Additional
Information."

The per share calculation is made by subtracting from total assets any
liabilities and then dividing this net amount by the total outstanding
shares as of the date of the calculation.

Stock, Regional, WorldWide,
Capital Preservation, Balanced, Bond and Kansas Tax-Exempt Bond Funds

The price at which new shares of UMB Scout Stock Fund, UMB Scout
Regional Fund, UMB Scout Bond Fund, UMB Scout WorldWide Fund, UMB Scout
Balanced Fund, UMB Scout Capital Preservation Fund and UMB Scout Kansas
Tax-Exempt Bond Fund will be sold and at which issued shares presented
for redemption will be liquidated is computed once daily at 3:00 P.M.
(Central Time), except on those days when these Funds are not open for
business.

Money market securities which on the date of valuation have 60 days or
less to maturity, are valued on the basis of the amortized cost
valuation technique which involves valuing a security at its cost and
thereafter assuming a constant amortization to maturity of any discount
or premium, regardless of the impact of fluctuating interest rates on
the market value of the instrument.

For UMB Scout Stock Fund, UMB Scout Regional Fund, UMB Scout WorldWide
Fund, UMB Scout Balanced Fund, UMB Scout Capital Preservation Fund and
UMB Scout Kansas Tax-Exempt Bond Fund, each security listed on an
Exchange is valued at its last sale price on that Exchange on the date
as of which assets are valued. Where the security is listed on more than
one Exchange, the Fund will use the price of that Exchange which is
generally considered to be the principal Exchange on which the security
is traded. Lacking sales, the security is valued at the mean between the
current closing bid and asked prices. An unlisted security for which
over-the-counter market quotations are readily available is valued at
the mean between the last current bid and asked prices. When market
quotations are not readily available, any security or other asset is
valued at its fair value as determined in good faith by the Board of
Directors.

For UMB Scout Bond Fund, UMB Scout Capital Preservation Fund and UMB
Scout Kansas Tax-Exempt Bond Fund, debt securities (other than short-
term obligations), including listed issues, are valued on the basis of
valuations furnished by a pricing service which utilizes both dealer-
supplied valuations and electronic data processing techniques which take
into account appropriate factors such as institution-size trading in
similar groups of securities, yield, quality, coupon rate, maturity,
type of issue, trading characteristics and other market data, without
exclusive reliance upon exchange or over-the-counter prices, since such
valuations are believed to reflect more accurately the fair value of
such securities. Use of the pricing service has been approved by the
Board of Directors of each respective Fund.

Money Market and
Tax-Free Money Market Funds

The price at which new shares of each Portfolio of UMB Scout Money
Market Fund and UMB Scout Tax-Free Money Market Fund will be sold and at
which issued shares presented for redemption will be liquidated is
computed once daily at 12:00 P.M. (Central Time), except on those days
when these Funds are not open for business.

Normally the price of each Portfolio of UMB Scout Money Market Fund and
the price of UMB Scout Tax-Free Money Market Fund will be $1.00 because
these Funds will adhere to a number of procedures designed, but not
guaranteed, to maintain a constant price of $1.00 per share. Although
unlikely, it still is possible that the value of the shares you redeem
may be more or less than your cost depending on the market value of
these Funds' securities at the time a redemption becomes effective.

For the purpose of calculating each Fund's net asset value per share,
securities are valued by the "amortized cost" method of valuation,
which does not take into account unrealized gains or losses. This
involves valuing an instrument at its cost and thereafter assuming a
constant amortization to maturity of any discount or premium regardless
of the impact of fluctuating interest rates on the market value of the
instrument. While this method provides certainty in valuation, it may
result in periods during which value, as determined by amortized cost,
is higher or lower than the price the Fund would receive if it sold the
instrument. During periods of declining interest rates, the daily yield
on shares of the Funds computed as described above may tend to be higher
than a like computation made by a fund with identical investments
utilizing a method of valuation based upon market prices and estimates
of market prices for its portfolio instruments. Thus, if the use of
amortized cost by the Funds resulted in a lower aggregate value on a
particular day, a prospective investor in the Funds would be able to
obtain a somewhat higher yield than would result from investment in a
fund utilizing market values, and existing investors would receive less
investment income. The converse would apply in a period of rising
interest rates.

The use of amortized cost and the maintenance of each Fund's per share
net asset value at $1.00 is based on its election to operate under the
provisions of Rule 2a-7 under the Investment Company Act of 1940. To
assure compliance with adopted procedures pursuant to Rule 2a-7 under
the Investment Company Act of 1940, the Fund will only invest in U.S.
dollar denominated securities with remaining maturities of 397 days or
less, maintain the dollar weighted average maturity of the securities in
the Fund's portfolio at 90 days or less and limit its investments to
those instruments which the Directors of the Fund determines present
minimal credit risks and which are eligible investments under the rule.

The Directors have established procedures designed to maintain the
Funds' price per share, as computed for the purpose of sales and
redemptions, at $1.00. These procedures include a review of the Funds'
holdings by the Directors at such intervals as they deem appropriate to
determine whether the Funds' net asset value calculated by using
available market quotations deviates from $1.00 per share based on
amortized cost. If any deviation exceeds one-half of one percent, the
Directors will promptly consider what action, if any, will be initiated.
In the event the Directors determine that a deviation exists which may
result in material dilution or other unfair results to investors or
existing shareholders, they have agreed to take such corrective action
as they regard as necessary and appropriate, including the sale of
portfolio instruments prior to maturity to realize capital gains or
losses or to shorten average portfolio maturity; withhold dividends;
make a special capital distribution; redeem shares in kind; or establish
net asset value per share using available market quotations.

There are various methods of valuing the assets and of paying dividends
and distributions from a money market fund. Each Portfolio values its
assets at amortized cost while also monitoring the available market bid
prices, or yield equivalents. Since dividends from net investment income
will be accrued daily and paid monthly, the net asset value per share of
each Portfolio will ordinarily remain at $1.00, but the Portfolio's
daily dividends will vary in amount.

OFFICERS AND DIRECTORS

The officers of the Funds manage their day-to-day operations. The Funds'
manager and officers are subject to the supervision and control of the
Boards of Directors. A list of the officers and directors of the Funds
and a brief statement of their present positions and principal
occupations during the past five years is set forth in the "Statement
of Additional Information."

MANAGER AND UNDERWRITER

Jones & Babson, Inc. was founded in 1959. It organized UMB Scout Stock,
Bond, Money Market and Tax-Free Money Market Funds in 1982; UMB Scout
Regional Fund in 1986; UMB Scout WorldWide Fund in 1993; UMB Scout
Balanced Fund in 1995; and UMB Scout Capital Preservation and Kansas
Tax-Exempt Bond Funds in 1997, and acts as their principal underwriter
at no cost to the Funds.

UMB Bank, n.a., 1010 Grand Blvd., Kansas City, MO 64106, is the Fund's
manager and investment adviser and provides or pays the cost of all
management, supervisory and administrative services required in the
normal operation of the Funds. This includes investment management and
supervision; fees of the custodian, independent public accountants and
legal counsel; remuneration of officers, directors and other personnel;
rent; shareholder services, including the maintenance of the shareholder
accounting system and transfer agency; and such other items as are
incidental to corporate administration.

Not considered normal operating expenses and therefore payable by the
Funds are taxes; fees and other charges of governments and their
agencies, including the cost of qualifying the Funds' shares for sale in
any jurisdiction; dues; interest; brokerage costs; and all costs and
expenses including legal and accounting fees incurred in anticipation of
or arising out of litigation or administrative proceedings to which the
Funds, their officers or directors may be subject or a party thereto.
Per share expenses of any Portfolio or Fund may differ due to
differences in management or registration fees.

Jones & Babson, Inc. acts as principal underwriter for the Funds at no
cost to the Funds. UMB Bank, n.a. employs at its own expense Jones &
Babson, Inc. to provide services to the Funds, including the maintenance
of the shareholder accounting system and transfer agency, and such other
items as are incidental to corporate administration. The cost of the
services of Jones & Babson, Inc. is included in the fee of UMB Bank,
n.a.

As compensation for all the foregoing services, UMB Scout Stock Fund,
UMB Scout Regional Fund, UMB Scout Bond Fund, UMB Scout WorldWide Fund,
UMB Scout Balanced Fund and UMB Scout Capital Preservation Fund pay UMB
Bank, n.a. a fee at the annual rate of 85/100 of one percent (.85%) of
their total net assets, which is computed daily and paid semimonthly.

The total expenses of UMB Scout Stock Fund for the fiscal year ended
June 30, 1998, amounted to .86% of the average net assets of the Fund.
The total expenses of UMB Scout Bond Fund for the fiscal year ended June
30, 1998, amounted to .87% of the average net assets of the Fund. The
total expenses of UMB Scout Regional Fund for the fiscal year ended June
30, 1998, amounted to .85% of the average net assets of the Fund. The
total expenses of UMB Scout WorldWide Fund for the fiscal year ended
June 30, 1998, amounted to .87% of the average net assets of the Fund.
The total expenses of UMB Scout Balanced Fund for the fiscal year ended
June 30, 1998, amounted to .85% of the average net assets of the Fund.
The total annualized expenses of UMB Scout Capital Preservation Fund for
the fiscal period ended June 30, 1998, amounted to .85% of the average
net assets of the Fund.

UMB Scout Money Market Fund, UMB Scout Tax-Free Money Market Fund and
UMB Scout Kansas Tax-Exempt Bond Fund pay UMB Bank, n.a. a fee at the
annual rate of 50/100 of one percent (.50%) of their total net assets,
which is computed daily and paid semimonthly.

The total expenses of the Federal Portfolio of UMB Scout Money Market
Fund for the fiscal year ended June 30, 1998, amounted to .51% of the
average net assets of the Portfolio. The total expenses of the Prime
Portfolio of UMB Scout Money Market Fund for the fiscal year ended June
30, 1998, amounted to .51% of the average net assets of the Portfolio.
The total expenses of UMB Scout Tax-Free Money Market Fund for the
fiscal year ended June 30, 1998, amounted to .54% of the average net
assets of the Fund. The total annualized expenses of UMB Scout Kansas
Tax-Exempt Bond Fund for the fiscal period ended June 30, 1998, amounted
to .50% of the average net assets of the Fund.

The Bank serves a broad variety of individual, corporate and other
institutional clients by maintaining an extensive research and
analytical staff. It has an experienced investment analysis and research
staff which eliminates the need for the Fund to maintain an extensive
duplicate staff, with the consequent increase in the cost of investment
advisory service.

The Management Agreement limits the liability of the manager, as well as
its officers, directors and personnel, to acts or omissions involving
willful malfeasance, bad faith, gross negligence or reckless disregard
of their duties.

David B. Anderson has been the portfolio manager of UMB Scout Stock Fund
since 1982, and portfolio manager of UMB Scout Regional Fund since the
change in the Fund's objective in 1991. He joined UMB Bank, n.a. in
1979, and has 26 years of investment management experience. J. Eric
Kelley has been the portfolio manager of UMB Scout Tax-Free Money Market
Fund since 1996. He joined UMB Bank, n.a. in 1995, and has over seven
years of investment management experience. James L. Moffett has been the
portfolio manager of UMB Scout WorldWide Fund since its inception in
September, 1993. He is a Chartered Financial Analyst. He joined UMB Bank
Kansas (previously Commercial National Bank) in 1979, and has more than
30 years of experience in investment management. William A. Faust has
been the portfolio manager of both the Federal and Prime Portfolios of
UMB Scout Money Market Fund since 1995. He joined UMB Bank, n.a. in
1983, and has over 27 years of investment management experience. George
W. Root has been the portfolio manager of UMB Scout Bond Fund since
1982. He joined UMB Bank, n.a. in 1978, and has 22 years of investment
management experience. David R. Bagby assumed portfolio manager
responsibility of UMB Scout Balanced Fund in 1998. The Fund's inception
was in 1995. Mr. Bagby has also been the portfolio manager for UMB Scout
Capital Preservation Fund since its inception in 1998. He has been with
UMB Bank, n.a. since 1993 and has over 24 years of investment management
experience. Mr. Bagby is a Chartered Financial Analyst. M. Kathryn
Gellings and Rex Matlack have been the portfolio managers for UMB Scout
Kansas Tax-Exempt Bond Fund since its inception in 1998. Ms. Gellings
joined UMB Bank, n.a. in 1986, and has 11 years of experience in
investment management. Mr. Matlack has 16 years of investment management
experience, and joined UMB Bank, n.a. in 1993. He is a Chartered
Financial Analyst.

Certain officers and directors of each Fund are also officers or
directors or both of other UMB Scout Funds or Jones & Babson, Inc.

Jones & Babson, Inc. is a wholly-owned subsidiary of Business Men's
Assurance Company of America, which is considered to be a controlling
person under the Investment Company Act of 1940. Assicurazioni Generali
S.p.A., an insurance organization founded in 1831 based in Trieste,
Italy, is considered to be a controlling person and is the ultimate
parent of Business Men's Assurance Company of America. Mediobanca is a
5% owner of Generali.

The current Management Agreements between the Funds and UMB Bank, n.a.
have been approved by the Funds' shareholders, will continue in effect
until October 31, 1999, and will continue automatically for successive
annual periods ending each October 31 so long as such continuance is
specifically approved at least annually by the Boards of Directors of
the Funds or by a vote of the majority of the outstanding voting
securities of the Funds, and, provided also that such continuance is
approved by the vote of a majority of the Directors who are not parties
to the Agreements or interested persons of any such party at a meeting
held in person and called specifically for the purpose of evaluating and
voting on such approval. All of the Agreements provide that either party
may terminate by giving the other 60 days written notice. The Agreements
terminate automatically if assigned by either party, as required under
the Investment Company Act of 1940.

GENERAL INFORMATION AND HISTORY

UMB Scout Stock Fund, Inc. and UMB Scout Bond Fund, Inc., both of which
were incorporated in Maryland on July 29, 1982, have present authorized
capitalization of 20,000,000 shares of $1 par value common stock. UMB
Scout Regional Fund, Inc., which was incorporated in Maryland on July
11, 1986 as UMB Qualified Dividend Fund, Inc. and changed its name to
UMB Heartland Fund, Inc. on July 30, 1991; UMB Scout WorldWide Fund,
Inc., which was incorporated in Maryland on January 7, 1993; UMB Scout
Balanced Fund, Inc., which was incorporated in Maryland on July 13,
1995; and UMB Scout Capital Preservation Fund, Inc. and UMB Scout Kansas
Tax-Exempt Bond Fund, Inc., both of which were incorporated in Maryland
on October 16, 1997, each have a present authorized capitalization of
10,000,000 shares of $1 par value common stock. UMB Scout Tax-Free Money
Market Fund, Inc., which was incorporated in Maryland on July 29, 1982,
has a present authorized capitalization of 1,000,000,000 shares of $.01
par value common stock.

All of the above Funds issue a single class of shares which all have
like rights and privileges. Each full and fractional share, when issued
and outstanding, has: (1) equal voting rights with respect to matters
which affect the Fund, and (2) equal dividend, distribution and
redemption rights to the assets of the Fund. Shares when issued are
fully paid and non-assessable. The Funds will not issue any senior
securities. Shareholders do not have pre-emptive or conversion rights.
The Funds may issue additional series of stock with the approval of the
Funds' Board of Directors.

UMB Scout Money Market Fund, Inc., which was incorporated in Maryland on
June 23, 1982, has a present authorized capitalization of 1,500,000,000
shares of $.01 par value common stock. One-half of the shares are
presently reserved for issuance to shareholders invested in the Federal
Portfolio and one-half is reserved for the Prime Portfolio shareholders.
Each full and fractional share, when issued and outstanding, has: (1)
equal voting rights with respect to matters which affect the Fund in
general and with respect to matters relating solely to the interests of
the Portfolio for which issued, and (2) equal dividend, distribution and
redemption rights to the assets of the Portfolio for which issued and to
general assets, if any, of the Fund which are not specifically allocated
to a particular Portfolio. Shares when issued are fully paid and non-
assessable. Except for the priority of each share in the assets of its
Portfolio, the Fund will not issue any class of securities senior to any
other class. Shareholders do not have pre-emptive or conversion rights.
The Fund may issue additional series of stock with the approval of the
Fund's Board of Directors.

Non-cumulative voting - All of the Funds' shares have non-cumulative
voting rights, which means that the holders of more than 50% of the
shares voting for the election of directors can elect 100% of the
directors, if they choose to do so, and in such event, the holders of
the remaining less than 50% of the shares voting will not be able to
elect any directors.

The Maryland General Corporation Law permits registered investment
companies, such as the Funds, to operate without an annual meeting of
shareholders under specified circumstances if an annual meeting is not
required by the Investment Company Act of 1940. There are procedures
whereby the shareholders may remove directors. These procedures are
described in the "Statement of Additional Information" under the
caption "Officers and Directors." The Funds have adopted the
appropriate provisions in their By-Laws and will not hold annual
meetings of shareholders for the following purposes unless required to
do so: (1) election of directors; (2) approval of any investment
advisory agreement; (3) ratification of the selection of independent
public accountants; and (4) approval of a distribution plan. As a
result, the Funds do not intend to hold annual meetings.

Federal Banking Laws - The Glass-Steagall Act is a federal law that
prohibits national banks from sponsoring, distributing or controlling a
registered open-end investment company. It is possible that certain
activities of UMB Bank, n.a. relating to the Funds may be claimed to be
comparable to the matters covered by such provisions. It is not expected
that any conclusions regarding such activities of UMB Bank, n.a. would
have any material effect on the assets of the Funds or their
shareholders, because the Fund's distribution is under the control of
Jones & Babson, Inc., the Funds' distributor, which is not subject to
the Glass-Steagall Act. Although it is not anticipated that decisions
under the Glass-Steagall Act adverse to UMB Bank, n.a. would have any
material effect on the conduct of the Funds' operations, if any
unanticipated changes affecting the Funds' operations were deemed
appropriate, the Board of Directors would promptly consider suitable
adjustments.

Each of the Funds has agreed that it may use the words "UMB" and
"Scout" in its name, and may use the Scout design, so long as UMB
Bank, n.a. is continued as its
manager.

This prospectus omits certain of the information contained in the
registration statement filed with the Securities and Exchange
Commission, Washington, D.C. These items may be inspected at the offices
of the Commission or obtained from the Commission upon payment of the
fee prescribed.

In the opinion of the staff of the Securities and Exchange Commission,
the use of this combined prospectus may possibly subject all Funds to a
certain amount of liability for any losses arising out of any statement
or omission in this prospectus regarding a particular Fund. In the
opinion of the Funds' management, however, the risk of such liability is
not materially increased by the use of a combined prospectus.

DIVIDENDS, DISTRIBUTIONS
AND THEIR TAXATION

The Funds, except for UMB Scout Tax-Free Money Market Fund, Inc., each
Portfolio of UMB Scout Money Market Fund, Inc., the UMB Scout Kansas
Tax-Exempt Bond Fund, Inc. and the UMB Scout Bond Fund, Inc. pay
dividends from net investment income semiannually, usually in June and
December. Distributions from capital gains realized on the sale of
securities, if any, will be declared at least annually on or before
December 31. Dividend and capital gain distributions will be reinvested
automatically in additional shares at the net asset value per share
computed and effective at the close of business on the day after the
record date, unless the shareholder has elected on the original
application, or by written instructions filed with the Fund, to have
them paid in cash.

In the case of UMB Scout Tax-Free Money Market Fund, Inc., each
Portfolio of UMB Scout Money Market Fund, Inc. and the UMB Scout Kansas
Tax-Exempt Bond Fund, Inc., at the close of each business day, dividends
consisting of substantially all of the net investment income of each are
declared payable to shareholders of record at the close of that day, and
credited to their accounts. All daily dividends declared during a given
month will be distributed on the last day of the month.

In the case of UMB Scout Bond Fund, Inc., at the close of each business
day, dividends consisting of substantially all of the Fund's net
investment income are declared payable to shareholders of record at the
close of the previous day, and credited to their accounts. All daily
dividends declared during a given month will be distributed on the last
day of the month. It is contemplated that substantially all of any net
capital gains realized during a fiscal year will be distributed with the
fiscal year-end dividend, with any remaining balance paid in December.
Dividend and capital gains distributions will be reinvested
automatically in additional shares at the net asset value per share
computed and effective at the close of business on the day after the
record date, unless the shareholder has elected on the original
application, or by written instructions filed with the Fund, to have
them paid in cash.

Except for distributions designated as "exempt interest dividends"
described below, distributions by a Fund are taxable as either ordinary
income or capital gains. Any capital gains distributed by a Fund are
taxable as long-term capital gains no matter how long you have owned
your shares. Distributions by a Fund of ordinary income or capital gains
are taxable whether you reinvest your distributions or receive them in
cash. If you purchase shares of a Fund shortly before a record date for
a dividend or capital gain distribution, a portion of such purchase may
be returned as a taxable distribution. Distributions by a Fund may also
be subject to state and local taxes.

In the case of the UMB Scout Stock Fund, Inc., UMB Scout Regional Fund,
Inc. and UMB Scout Capital Preservation Fund, Inc., dividends paid by
such Funds will generally qualify in part for the 70% dividends-received
deduction for corporations. The portion of the dividends so qualified
depends on the aggregate taxable qualifying dividend income received by
the Fund from domestic (U.S.) sources. The income received by the other
Funds is generally not expected to constitute significant dividends from
domestic (U.S.) sources, and therefore distributions from such Funds
generally will not be eligible for the dividends-received deduction. The
Funds will send to shareholders a statement each year advising the
amount of the dividend income which qualifies for such treatment.

Dividends declared in October, November or December and made payable to
shareholders of record in such month are deemed to have been paid by the
Fund and received by shareholders on December 31 of such year, so long
as the dividends are actually paid before February 1 of the following
year.

UMB Scout Tax-Free Money Market Fund, Inc. and UMB Scout Kansas Tax-
Exempt Bond Fund, Inc. intend to invest a sufficient portion of their
assets in municipal securities so that they will qualify to pay
"exempt-interest dividends" (as defined in the Internal Revenue Code)
to their shareholders. Exempt-interest dividends distributed to
shareholders are not includable in the shareholder's gross income for
regular federal income tax purposes, but may be subject to state and
local taxation. Distributions of net investment income received by these
Funds from investments in debt securities other than municipal
securities, and any net realized short-term capital gains distributed by
these Funds will be taxable as ordinary income to the shareholders. Tax-
exempt distributions received from these Funds are includable in the tax
base for determining the taxability of social security and railroad
retirement benefits. These Funds may also invest a portion of their
assets in private activity bonds, the income from which is a preference
item for alternative minimum tax purposes.

UMB Scout WorldWide Fund, Inc. intends to receive investment income from
sources within foreign countries that may be subject to foreign income
taxes withheld at the source. See the "Statement of Additional
Information" for additional information on how foreign taxes paid by
the UMB Scout WorldWide Fund, Inc. may affect its shareholders.

When you sell your shares, you may have a capital gain or loss. For tax
purposes, an exchange is the same as a sale. The tax rate on any gain
from the sale or exchange of your shares depends on how long you have
held your shares. You may also be subject to state and local taxes on
such exchanges and redemptions.

Each Fund is required to withhold 31% of reportable payments made to any
shareholder who fails to certify on their application that their Social
Security or Taxpayer Identification Number provided is correct and that
they are not subject to backup withholding.

The federal income tax status of all distributions will be reported to
shareholders each January as part of the annual statement of shareholder
transactions.

Non-U.S. investors may be subject to U.S. withholding and estate taxes.

The tax discussion set forth above is included herein for general
information only. Prospective investors should consult their own tax
advisers with respect to the Federal, State, Local and Foreign tax
consequences to them of an investment in any Fund.

SHAREHOLDER SERVICES

The Funds and their manager offer shareholders a broad variety of
services described throughout this prospectus. In addition, the
following services are available.

Prototype Retirement Plans - UMB Bank, n.a. has drafted several IRS-
approved-as-to-form prototype retirement plans to assist individuals,
sole proprietors, partnerships and corporations in meeting their tax
qualified retirement plan needs.

Individual Retirement Account (IRA) - The Bank also makes available IRA
accounts for individuals.

For further information about these services, please contact UMB Bank,
n.a.

SHAREHOLDER INQUIRIES

Telephone inquiries may be made toll free to the Funds, 1-800-996-2862.

Shareholders may address written inquiries to the Funds at:
The UMB Scout Fund Group
P.O. Box 410498
Kansas City, MO 64141-0498

For express delivery services:
The UMB Scout Fund Group
BMA Tower
700 Karnes Blvd.
Kansas City, MO 64108-3306

UMB SCOUT FUNDS
Stock Fund
Regional Fund
WorldWide Fund
Capital Preservation Fund
Balanced Fund
Bond Fund
Kansas Tax-Exempt Bond Fund*
Money Market Fund
Tax-Free Money Market Fund

No-Load Mutual Funds

*Available in Kansas and Missouri only.

MANAGER AND INVESTMENT COUNSEL
UMB Bank, n.a., Kansas City, Missouri

AUDITORS
Baird, Kurtz & Dobson, Kansas City, Missouri

LEGAL COUNSEL
Stradley, Ronon, Stevens & Young, LLP
Philadelphia, Pennsylvania

CUSTODIAN
UMB Bank, n.a., Kansas City, Missouri

UNDERWRITER, DISTRIBUTOR
AND TRANSFER AGENT
Jones & Babson, Inc.
Kansas City, Missouri

UMB SCOUT FUNDS
P.O. Box 410498
Kansas City, MO 64141-0498

Toll Free 1-800-996-2862

"UMB" and "Scout" are registered service marks of UMB Financial Corporation.
UMB Financial Corporation also claims service mark rights to the Scout design.

<PAGE>
PART B

UMB SCOUT STOCK FUND, INC.
UMB SCOUT REGIONAL FUND, INC.
UMB SCOUT WORLDWIDE FUND, INC.
UMB SCOUT CAPITAL PRESERVATION FUND, INC.
UMB SCOUT BALANCED FUND, INC.
UMB SCOUT BOND FUND, INC.
UMB SCOUT KANSAS TAX-EXEMPT BOND FUND, INC.
UMB SCOUT MONEY MARKET FUND, INC.
UMB SCOUT TAX-FREE MONEY MARKET FUND, INC.

STATEMENT OF ADDITIONAL INFORMATION

October 31, 1998

This Statement is not a Prospectus but should be read in
conjunction with the Funds'
current Prospectus dated October 31, 1998. To obtain the
Prospectus please call the
Funds toll free at 1-800-996-2862.

TABLE OF CONTENTS
Page
UMB SCOUT KANSAS TAX-EXEMPT BOND FUND
INVESTMENT OBJECTIVE AND POLICIES 1
UMB SCOUT FUNDS INVESTMENT OBJECTIVES AND POLICIES 5
PORTFOLIO TRANSACTIONS 5
INVESTMENT RESTRICTIONS 7
UMB Scout Stock Fund 7
UMB Scout Regional Fund 8
UMB Scout WorldWide Fund 8
UMB Scout Capital Preservation Fund 9
UMB Scout Balanced Fund 9
UMB Scout Bond Fund 10
UMB Scout Kansas Tax-Exempt Bond Fund 10
UMB Scout Money Market Fund 11
UMB Scout Tax-Free Money Market Fund 12
PERFORMANCE MEASURES 12
HOW THE FUNDS' SHARES ARE DISTRIBUTED 14
HOW SHARE PURCHASES ARE HANDLED 14
REDEMPTION OF SHARES 14
SIGNATURE GUARANTEES 15
DIVIDENDS, DISTRIBUTIONS AND TAXES 15
MANAGER AND UNDERWRITER 17
HOW SHARE PRICE IS DETERMINED 20
OFFICERS AND DIRECTORS 20
CUSTODIAN 23
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 23
FIXED INCOME SECURITIES DESCRIBED AND RATINGS 23
MUNICIPAL SECURITIES DESCRIBED AND RATINGS 27
FINANCIAL STATEMENTS 29

"UMB" and "Scout" are registered service marks of UMB
Financial Corporation.

JB61 10/98

UMB SCOUT KANSAS TAX-EXEMPT BOND FUND
INVESTMENT OBJECTIVE AND POLICIES

The following policies supplement the UMB Scout Kansas Tax-Exempt Bond
Fund's investment objective and policies set forth in the Prospectus.

Municipal Bonds and Debt Instruments

Municipal bonds and debt instruments are issued to obtain funds for
various public and private purposes. Such securities include bonds as
well as tax-exempt commercial paper, project notes and municipal notes
such as tax, revenue and bond anticipation notes of short maturity,
generally less than three years. In general, there are three categories
of municipal obligations, the interest on which is exempt from federal
income tax and is not a tax preference item for purposes of the AMT:
(i) certain "public purpose" obligations (whenever issued), which
include obligations issued directly by state and local governments or
their agencies to fulfill essential governmental functions; (ii)
certain obligations issued before August 8, 1986 for the benefit of
non-governmental persons or entities; and (iii) certain "private
activity bonds" issued after August 7, 1986, which include "qualified
Section 501(c)(3) bonds" or refundings of certain obligations included
in the second category. In assessing the federal income tax treatment
of interest on any municipal obligation, the Portfolio will generally
rely on an opinion of the issuer's counsel (when available) and will
not undertake any independent verification of the basis for the
opinion. The two principal classifications of municipal bonds are
"general obligation" and "revenue" bonds.

Interest on certain "private activity bonds" issued after August 7,
1986 is exempt from regular federal income tax, but such interest
(including a distribution by the Fund derived from such interest) is
treated as a tax preference item which could subject the recipient to
or increase the recipient's liability for the AMT. For corporate
shareholders, the Fund's distributions derived from interest on all
municipal obligations (whenever issued) is included in "adjusted
current earnings" for purposes of the AMT as applied to corporations
(to the extent not already included in alternative minimum taxable
income as income attributable to private activity bonds).

Any recognized gain or income attributable to market discount on long-
term tax-exempt municipal obligations (i.e., obligations with a term of
more than one year) purchased after April 30, 1993 other than, in
general, at their original issue is taxable as ordinary income. A long-
term debt obligation is generally treated as acquired at a market
discount if purchased after its original issue at a price less than (i)
the stated principal amount payable at maturity, in the case of an
obligation that does not have original issue discount; or (ii) in the
case of an obligation that does have original issue discount, the sum
of the issue price and any original issue discount that accrued before
the obligation was purchased, subject to a de minimis exclusion.

Issuers of general obligation bonds include states, counties, cities,
towns and regional districts. The proceeds of these obligations are
used to fund a wide range of public projects including the construction
or improvement of schools, highways and roads, water and sewer systems
and a variety of other public purposes. The basic security of general
obligation bonds is the issuer's pledge of its faith, credit and taxing
power for the payment of principal and interest. The taxes that can be
levied for the payment of debt service may be limited or unlimited as
to rate and amount.

The principal security for a revenue bond is generally the net revenues
derived from a particular facility or group of facilities or, in some
cases, from the proceeds of a special excise or other specific revenue
sources. Revenue bonds have been issued to fund a wide variety of
capital projects, including electric, gas, water, sewer and solid waste
disposal systems; highways, bridges and tunnels; port, airport and
parking facilities; transportation systems; housing facilities,
colleges and universities and hospitals. Although the principal
security behind these bonds varies widely, many provide additional
security in the form of a debt service reserve fund whose monies may be
used to make principal and interest payments on the issuer's
obligations. Housing finance authorities have a wide range of security
including partially or fully insured, rent subsidized and/or
collateralized mortgages and/or the net revenues from housing or other
public projects. In addition to a debt service reserve fund, some
authorities provide further security in the form of a state's ability
(without legal obligation) to make up deficiencies in the debt service
reserve fund. Lease rental revenue bonds issued by a state or local
authority for capital projects are normally secured by annual lease
rental payments from the state or locality to the authority sufficient
to cover debt service on the authority's obligations. Such payments are
usually subject to annual appropriations by the state or locality.

Industrial development and pollution control bonds, although nominally
issued by municipal authorities, are in most cases revenue bonds and
are generally not secured by the taxing power of the municipality, but
are usually secured by the revenues derived by the authority from
payments of the industrial user or users.

The Fund may on occasion acquire revenue bonds which carry warrants or
similar rights covering equity securities. Such warrants or rights may
be held indefinitely, but if exercised, the Fund anticipates that it
would, under normal circumstances, dispose of any equity securities so
acquired within a reasonable period of time.

While most municipal bonds pay a fixed rate of interest semiannually in
cash, there are exceptions. Some bonds pay no periodic cash interest,
but rather make a single payment at maturity representing both
principal and interest. Bonds may be issued or subsequently offered
with interest coupons materially greater or less than those then
prevailing, with price adjustments reflecting such deviation.

The obligations of any person or entity to pay the principal of and
interest on a municipal obligation are subject to the provisions of
bankruptcy, insolvency and other laws affecting the rights and remedies
of creditors, such as the Federal Bankruptcy Act, and laws, if any,
which may be enacted by Congress or state legislatures extending the
time for payment of principal or interest, or both, or imposing other
constraints upon enforcement of such obligations. There is also the
possibility that as a result of litigation or other conditions the
power or ability of any person or entity to pay when due principal of
and interest on a municipal obligation may be materially affected.
There have been recent instances of defaults and bankruptcies involving
municipal obligations which were not foreseen by the financial and
investment communities. The Fund will take whatever action it considers
appropriate in the event of anticipated financial difficulties, default
or bankruptcy of either the issuer of any municipal obligation or of
the underlying source of funds for debt service. Such action may
include retaining the services of various persons or firms (including
affiliates of the investment adviser) to evaluate or protect any real
estate, facilities or other assets securing any such obligation or
acquired for the portfolio as a result of any such event, and the Fund
may also manage (or engage other persons to manage) or otherwise deal
with any real estate, facilities or other assets so acquired. The Fund
anticipates that real estate consulting and management services may be
required with respect to properties securing various municipal
obligations in its portfolio or subsequently acquired by the Fund. The
Fund will incur additional expenditures in taking protective action
with respect to portfolio obligations in default and assets securing
such obligations.

The yields on municipal obligations will be dependent on a variety of
factors, including purposes of issue and source of funds for repayment,
general money market conditions, general conditions of the municipal
bond market, size of a particular offering, maturity of the obligation
and rating of the issue. The ratings of Moody's, S&P and Fitch
represent their opinions as to the quality of the municipal obligations
which they undertake to rate. It should be emphasized, however, that
ratings are based on judgment and are not absolute standards of
quality. Consequently, municipal obligations with the same maturity,
coupon and rating may have different yields while obligations of the
same maturity and coupon with different ratings may have the same
yield. In addition, the market price of municipal obligations will
normally fluctuate with changes in interest rates; therefore, the net
asset value of the Fund will be affected by such changes.

Obligations of Particular Types of Issuers. Hospital bond ratings are
often based on feasibility studies which contain projection of
expenses, revenues and occupancy levels. Among the influences affecting
a hospital's gross receipts and net income available to service its
debt are demand for hospital services, the ability of the hospital to
provide the services required, management capabilities, economic
developments in the service area, efforts by insurers and government
agencies to limit rates and expenses, confidence in the hospital,
service area economic developments, competition, availability and
expense of malpractice insurance, Medicaid and Medicare funding and
possible federal legislation limiting the rates of increase of hospital
charges.

Electric utilities face problems in financing large construction
programs in an inflationary period, cost increases and delay occasioned
by safety and environmental considerations (particularly with respect
to nuclear facilities), difficulty in obtaining fuel at reasonable
prices, and in achieving timely and adequate rate relief from
regulatory commissions, effects of energy conservation and limitations
on the capacity of the capital market to absorb utility debt.

Life care facilities are an alternative form of long-term housing for
the elderly which offer residents the independence of a condominium
life style and, if needed, the comprehensive care of nursing home
services. Bonds to finance these facilities have been issued by various
state and local authorities. Since the bonds are normally secured only
by the revenues of each facility and not by state or local government
tax payments, they are subject to a wide variety of risks. Primarily,
the projects must maintain adequate occupancy levels to be able to
provide revenues sufficient to meet debt service payments. Moreover,
since a portion of housing, medical care and other services may be
financed by an initial deposit, it is important that the facility
maintain adequate financial reserves to secure estimated actuarial
liabilities. The ability of management to accurately forecast
inflationary cost pressures is an important factor in this process. The
facilities may also be affected adversely by regulatory cost
restrictions applied to health care delivery in general, particularly
state regulations or changes in Medicare and Medicaid payments or
qualifications, or restrictions imposed by medical insurance companies.
They may also face competition from alternative health care or
conventional housing facilities in the private or public sector.

Municipal Leases. The Fund may invest in municipal leases and
participations therein, which arrangements frequently involve special
risks. Municipal leases are obligations in the form of a lease or
installment purchase arrangement which is issued by state or local
governments to acquire equipment and facilities. Interest income from
such obligations is generally exempt from local and state taxes in the
state of issuance. "Participations" in such leases are undivided
interests in a portion of the total obligation. Participations entitle
their holders to receive a pro rata share of all payments under the
lease. A trustee is usually responsible for administering the terms of
the participation and enforcing the participants' rights in the
underlying lease. Leases and installment purchase or conditional sale
contracts (which normally provide for title to the leased assets to
pass eventually to the government issuer) have evolved as a means of
government issuers to acquire property and equipment without meeting
the constitutional and statutory requirements for the issuance of debt.
State debt-issuance limitations are deemed to be inapplicable to these
arrangements because of the inclusion in many leases or contracts of
"non-appropriation" clauses that provide that the governmental issuer
has no obligation to make future payments under the lease or contract
unless money is appropriated for such purpose by the appropriate
legislative body on a yearly or other periodic basis. Such arrangements
are, therefore, subject to the risk that the governmental issuer will
not appropriate funds for lease payments.

Certain municipal lease obligations owned by the Fund may be deemed
illiquid for the purpose of the Fund's 10% limitation on investments in
illiquid securities, unless determined by the investment adviser,
pursuant to guidelines adopted by the Directors of the Fund, to be
liquid securities for the purpose of such limitation. In determining
the liquidity of municipal lease obligations, the investment adviser
will consider a variety of factors including: (1) the willingness of
dealers to bid for the security; (2) the number of dealers willing to
purchase or sell the obligation and the number of other potential
buyers; (3) the frequency of trades and quotes for the obligation; and
(4) the nature of the marketplace trades. In addition, the investment
adviser will consider factors unique to particular lease obligations
affecting the marketability thereof. These include the general
creditworthiness of the municipality, and the likelihood that the
marketability of the obligation will be maintained throughout the time
the obligation is held by the Fund. In the event the Fund acquires an
unrated municipal lease obligation, the investment adviser will be
responsible for determining the credit quality of such obligation on an
on-going basis, including an assessment of the likelihood that the
lease may or may not be canceled.

Zero-Coupon Bonds. Zero-coupon bonds are debt obligations which do not
require the periodic payment of interest and are issued at a
significant discount from face value. The discount approximates the
total amount of interest the bonds will accrue and compound over the
period until maturity at a rate of interest reflecting the market rate
of the security at the time of issuance. Zero-coupon bonds benefit the
issuer by mitigating its need for cash to meet debt service, but also
require a higher rate of return to attract investors who are willing to
defer receipt of such cash.

Credit Quality. The Fund is dependent on the investment adviser's
judgment, analysis and experience in evaluating the quality of
municipal obligations. In evaluating the credit quality of a particular
issue, whether rated or unrated, the investment adviser will normally
take into consideration, among other things, the financial resources of
the issuer (or, as appropriate, of the underlying source of funds for
debt service), its sensitivity to economic conditions and trends, any
operating history of and the community support for the facility
financed by the issue, the ability of the issuer's management and
regulatory matters. The investment adviser will attempt to reduce the
risks of investing in the lowest investment grade, below investment
grade and comparable unrated obligations through active portfolio
management, credit analysis and attention to current developments and
trends in the economy and the financial markets.

When-Issued Securities. New issues of municipal obligations are
sometimes offered on a "when-issued" basis, that is, delivery and
payment for the securities normally take place within a specified
number of days after the date of the Fund's commitment and are subject
to certain conditions such as the issuance of satisfactory legal
opinions. The Fund may also purchase securities on a when-issued basis
pursuant to refunding contracts in connection with the refinancing of
an issuer's outstanding indebtedness. Refunding contracts generally
require the issuer to sell and the Fund to buy such securities on a
settlement date that could be several months or several years in the
future.

The Fund will make commitments to purchase when-issued securities only
with the intention of actually acquiring the securities, but may sell
such securities before the settlement date if it is deemed advisable as
a matter of investment strategy. The payment obligation and the
interest rate that will be received on the securities are fixed at the
time the Fund enters into the purchase commitment. When the Fund
commits to purchase securities on a when-issued basis it records the
transaction and reflects the value of the security in determining its
net asset value. Securities purchased on a when-issued basis and the
securities held by the Fund are subject to changes in value based upon
the perception of the creditworthiness of the issuer and changes in the
level of interest rates (i.e. appreciation when interest rates decline
and depreciation when interest rates rise). Therefore, to the extent
that the Fund remains substantially fully invested at the same time
that it has purchased securities on a when-issued basis, there will be
greater fluctuations in the Fund's net asset value than if it solely
set aside cash to pay for when-issued securities.

Variable Rate Obligations. The Fund may purchase variable rate
obligations. Variable rate instruments provide for adjustments in the
interest rate at specified intervals (weekly, monthly, semiannually,
etc.). Rate revisions may alternatively be determined by formula or in
some other contractual fashion. Variable rate obligations normally
provide that the holder can demand payment of the obligation on short
notice at par with accrued interest and are frequently secured by
letters of credit or other credit support arrangements provided by
banks. To the extent that such letters of credit or other arrangements
constitute an unconditional guarantee of the issuer's obligations, a
bank may be treated as the issuer of a security for the purpose of
complying with the diversification requirements set forth in Section
5(b) of the 1940 Act and Rule 5b-2 thereunder. The Fund would
anticipate using these obligations as cash equivalents pending longer
term investment of its funds.

Redemption, Demand and Put Features. Most municipal bonds have a fixed
final maturity date. However, it is commonplace for the issuer to
reserve the right to call the bond earlier. Also, some bonds may have
"put" or "demand" features that allow early redemption by the
bondholder. Longer term fixed-rate bonds may give the holder a right to
request redemption at certain times (often annually after the lapse of
an intermediate term). These bonds are more defensive than conventional
long-term bonds (protecting to some degree against a rise in interest
rates) while providing greater opportunity than comparable intermediate
term bonds, because the Fund may retain the bond if interest rates
decline. By acquiring these kinds of obligations the Fund obtains the
contractual right to require the issuer of the security or some other
person (other than a broker or dealer) to purchase the security at an
agreed upon price, which right is contained in the obligation itself
rather than in a separate agreement with the seller or some other
person. Because this right is assignable with the security, which is
readily marketable and valued in the customary manner, the Fund will
not assign any separate value to such right.

Futures Contracts and Options on Futures Contracts. A change in the
level of interest rates may affect the value of the securities held by
the Fund (or of securities that the Fund expects to purchase). To hedge
against changes in rates, the Fund may enter into: (i) futures
contracts for the purchase or sale of debt securities; and (ii) futures
contracts on securities indices. All futures contracts entered into by
the Fund are traded on exchanges or boards of trade that are licensed
and regulated by the Commodity Futures Trading Commission ("CFTC") and
must be executed through a futures commission merchant or brokerage
firm which is a member of the relevant exchange. The Fund may purchase
and write call and put options on futures contracts which are traded on
a United States or foreign exchange or board of trade. The Fund will be
required, in connection with transactions in futures contracts and the
writing of options on futures, to make margin deposits, which will be
held by the Fund's custodian for the benefit of the futures commission
merchant through whom the Fund engages in such futures and options
transactions.

Some futures contracts and options thereon may become illiquid under
adverse market conditions. In addition, during periods of market
volatility, a commodity exchange may suspend or limit transactions in
an exchange-traded instrument, which may make the instrument
temporarily illiquid and difficult to price.

Commodity exchanges may also establish daily limits on the amount that
the price of a futures contract or futures option can vary from the
previous day's settlement price. Once the daily limit is reached, no
trades may be made that day at a price beyond the limit. This may
prevent the Fund from closing out positions and limiting its losses.

The Fund will engage in futures and related options transactions only
for bona fide hedging purposes as defined in or permitted by CFTC
regulations. The Fund will determine that the price fluctuations in the
futures contracts and options on futures are substantially related to
price fluctuations in securities held by the Fund or which it expects
to purchase. The Fund's futures transactions will be entered into for
traditional hedging purposes -- that is, futures contracts will be sold
to protect against a decline in the price of securities that the Fund
owns, or futures contracts will be purchased to protect the Fund
against an increase in the price of securities it intends to purchase.
However, in particular cases, when it is economically advantageous for
the Fund to do so, a long futures position may be terminated (or an
option may expire) without the corresponding purchase of securities.
The Fund will engage in transactions in futures and related options
contracts only to the extent such transactions are consistent with the
requirements of the Code for maintaining qualification of the Fund as a
regulated investment company for federal income tax purposes (see
"Dividends, Distributions and Taxes").

Asset Coverage Requirements. Transactions involving when-issued
securities, the lending of securities or futures contracts and options
(other than options that the Fund has purchased) expose the Fund to an
obligation to another party. The Fund will not enter into any such
transactions unless it owns either: (1) an offsetting ("covered")
position in securities or other options or futures contracts; or (2)
cash or liquid securities (such as readily marketable obligations and
money market instruments) with a value sufficient at all times to cover
its potential obligations not covered as provided in (1) above. The
Fund will comply with Securities and Exchange Commission guidelines
regarding cover for these instruments and, if the guidelines so
require, set aside cash or liquid securities in a segregated account
maintained by its custodian in the prescribed amount. The securities in
the segregated account will be marked to market daily.

Assets used to cover or held in a segregated account maintained by the
custodian cannot be sold while the position requiring coverage or
segregation is outstanding unless they are replaced with other
appropriate assets. As a result, the commitment of a large portion of
the Fund's assets to segregated accounts or to cover could impede fund
management or the Fund's ability to meet redemption requests or other
current obligations.

UMB SCOUT FUNDS INVESTMENT OBJECTIVES AND POLICIES

The following policies supplement all the Funds' investment objectives
and policies set forth in the Prospectus.

PORTFOLIO TRANSACTIONS

Decisions to buy and sell securities for the Funds are made by UMB
Bank, n.a. for all the UMB Scout Funds. Officers of the Funds and
Jones & Babson, Inc. are generally responsible for implementing or
supervising these decisions, including allocation of portfolio
brokerage and principal business and the negotiation of commissions
and/or the price of the securities.

The Funds in purchasing and selling portfolio securities will seek the
best available combination of execution and overall price (which shall
include the cost of the transaction) consistent with the circumstances
which exist at the time. The Fund does not intend to solicit
competitive bids on each transaction.

UMB Scout Money Market Fund and UMB Scout Tax-Free Money Market Fund
expect that purchases and sales of portfolio securities usually will be
principal transactions. Portfolio securities normally will be
purchased directly from the issuer or in the over-the-counter market
from a principal market maker for the securities, unless it appears
that a better combination of price and execution may be obtained
elsewhere. Usually there will be no brokerage commission paid by these
Funds for such purchases. Purchases from underwriters of portfolio
securities will include a commission or concession paid by the issuer
to the underwriter, and purchases from dealers serving as market makers
will include the spread between the bid and asked price. In instances
where securities are purchased on a commission basis, the Funds will
seek competitive and reasonable commission rates based on the
circumstances of the trade involved and to the extent that they do not
detract from the quality of the execution.

The Funds believe it is in their best interest and that of their
shareholders to have a stable and continuous relationship with a
diverse group of financially strong and technically qualified broker-
dealers who will provide quality executions at competitive rates.
Broker-dealers meeting these qualifications also will be selected for
their demonstrated loyalty to the Funds, when acting on their behalf,
as well as for any research or other services provided to the Funds.
The Funds normally will not pay a higher commission rate to broker-
dealers providing benefits or services to them than they would pay to
broker-dealers who do not provide such benefits or services. However,
the Funds reserve the right to do so within the principles set out in
Section 28(e) of the Securities Exchange Act of 1934 when it appears
that this would be in the best interests of the shareholders.

No commitment is made to any broker or dealer with regard to placing of
orders for the purchase or sale of Fund portfolio securities, and no
specific formula is used in placing such business. Allocation is
reviewed regularly by both the Boards of Directors of the Funds and by
UMB Bank, n.a.

Since the Funds do not market their shares through intermediary brokers
or dealers, it is not their practice to allocate brokerage or principal
business on the basis of sales of their shares which may be made
through such firms. However, they may place portfolio orders with
qualified broker-dealers who recommend a Fund to other clients, or who
act as agent in the purchase of Fund shares for their clients.

Research services furnished by broker-dealers may be useful to the Fund
manager in serving other clients, as well as a Fund. Conversely, a
Fund may benefit from research services obtained by the manager from
the placement of portfolio brokerage of other clients.

When it appears to be in the best interests of its shareholders, a Fund
may join with other clients of the manager in acquiring or disposing of
a portfolio holding. Securities acquired or proceeds obtained will be
equitably distributed between the Fund and other clients
participating in the transaction. In some instances, this investment
procedure may affect the price paid or received by the Fund or the
size of the position obtained by the Fund.

The Funds do not intend to purchase securities solely for short-term
trading; nor will securities be sold for the sole purpose of realizing
gains. However, a security may be sold and another of comparable
quality purchased at approximately the same time to take advantage of
what the Funds' manager believes to be a disparity in the normal yield
relationship between the two securities. In addition, a security may
be sold and another purchased when, in the opinion of management, a
favorable yield spread exists between specific issues or different
market sectors.

Short-term debt instruments with maturities of less than one year are
excluded from the calculation of portfolio turnover.

Portfolio Turnover for UMB Scout Balanced Fund

There are no fixed limitations regarding portfolio turnover for either
the equity or fixed income portions of UMB Scout Balanced Fund's
portfolio. Although the Fund does not trade for short-term profits,
securities may be sold without regard to the time they have been held
in the Fund when, in the opinion of the Fund's management, investment
considerations warrant such action. As a result, while it is
anticipated that the portfolio turnover rates for the equity and fixed
income portions of the Fund's portfolio generally will not exceed 100%,
under certain market conditions, these portfolio turnover rates may
exceed 100%. Increased portfolio turnover rates would cause the Fund
to incur greater brokerage costs than would otherwise be the case and
may result in the acceleration of capital gains which are taxable when
distributed to shareholders.

Portfolio Turnover Rates and Brokerage Commissions

UMB Scout Stock Fund's annualized turnover ratio for the fiscal year
ended June 30, 1996, was 28%; for the fiscal year ended June 30, 1997,
it was 16%; and for the fiscal year ended June 30, 1998 it was 10%.
Commissions paid during the fiscal year ended June 30, 1998, amounted
to $40,384.

UMB Scout Regional Fund's annualized turnover ratio for the fiscal
period ended June 30, 1996, was 29%; for the fiscal year ended June 30,
1997, it was 20%; and for the fiscal year ended June 30, 1998, it was
13%. Commissions paid during the fiscal year ended June 30, 1998,
amounted to $13,318.

UMB Scout WorldWide Fund's annualized turnover ratio for the fiscal
period ended June 30, 1996, was 5%; for the fiscal year ended June 30,
1997, it was 18%; and for the fiscal year ended June 30, 1998, it was
3%. Commissions paid during the fiscal year ended June 30, 1998,
amounted to $15,840.

UMB Scout Capital Preservation Fund's annualized turnover ratio for the
fiscal period ended June 30, 1998, was 7%. Commissions paid from
inception on February 23, 1998 through the fiscal year ended June 30,
1998, amounted to $839.

UMB Scout Balanced Fund's annualized turnover ratio for the fiscal
period ended June 30, 1996, was 5%; for the fiscal year ended June 30,
1997, it was 14%; and for the fiscal year ended June 30, 1998, it was
15%. Commissions paid during the fiscal year ended June 30, 1998,
amounted to $3,617.

UMB Scout Bond Fund's annualized turnover ratio for the fiscal year
ended June 30, 1996, was 12%; for the fiscal year ended June 30, 1997,
it was 19%; and for the fiscal year ended June 30, 1998, it was 12%.
The Fund paid no commissions during the fiscal year ended June 30,
1998.

UMB Scout Kansas Tax-Exempt Bond Fund's annualized turnover ratio for
the fiscal period ended June 30, 1998, was 4%. The Fund paid no
commissions from inception on February 23, 1998 through the fiscal year
ended June 30, 1998.

UMB Scout Money Market Fund has no portfolio turnover ratio, since
securities with maturities of one year or less are excluded from
calculation of portfolio turnover. The Fund paid no commissions during
the fiscal year.

INVESTMENT RESTRICTIONS

In addition to the investment objectives and portfolio management
policy set forth in the Prospectus under the caption "Investment
Objective and Portfolio Management Policy," the following restrictions
also may not be changed without approval of the "holders of a majority
of the outstanding shares" of the Funds or the affected Portfolio
series.

UMB Scout Stock Fund will not: (1) purchase the securities of any one
issuer, except the United States Government, if immediately after and
as a result of such purchase (a) the value of the holdings of the Fund
in the securities of such issuer exceeds 5% of the value of the Fund's
total assets, or (b) the Fund owns more than 10% of the outstanding
voting securities, or any other class of securities, of such issuer;
(2) engage in the purchase or sale of real estate or commodities; (3)
underwrite the securities of other issuers; (4) make loans to any of
its officers, directors, or employees, or to its manager, or general
distributor, or officers or directors thereof; (5) make loans to other
persons, except by the purchase of debt obligations which are permitted
under its investment policy; (6) invest in companies for the purpose of
exercising control of management; (7) purchase securities on margin, or
sell securities short; (8) purchase shares of other investment
companies except in the open market at ordinary broker's commission or
pursuant to a plan of merger or consolidation; (9) invest in the
aggregate more than 5% of the value of its gross assets in the
securities of issuers (other than federal, state, territorial, or local
governments, or corporations, or authorities established thereby),
which, including predecessors, have not had at least three years'
continuous operations; (10) enter into dealings with its officers or
directors, its manager or underwriter, or their officers or directors,
or any organization in which such persons have a financial interest,
except for transactions in the Fund's own shares or other securities
through brokerage practices which are considered normal and generally
accepted under the circumstances existing at the time; (11) purchase or
retain securities of any company in which any Fund officers or
directors, or Fund manager, its partner, officer, or director
beneficially owns more than 1/2 of 1% of said company's securities, if
all such persons owning more than 1/2 of 1% of said company's
securities own in the aggregate more than 5% of the outstanding
securities of such company; (12) borrow or pledge its credit under
normal circumstances, except up to 10% of its gross assets (computed at
the lower of fair market value or cost) for temporary or emergency
purposes, and not for the purpose of leveraging its investments, and
provided further that any borrowing in excess of 5% of the total assets
of the Fund shall have asset coverage of at least 3 to 1; (13) make
itself or its assets liable for the indebtedness of others; (14) invest
in securities which are assessable or involve unlimited liability; (15)
invest in securities issued by UMB Financial Corporation or affiliate
banks of UMB Financial Corporation; or (16) issue senior securities
except for those investment procedures permissible under the Fund's
other restrictions.

UMB Scout Regional Fund will not: (1) purchase the securities of any
one issuer, except the United States Government, if immediately after
and as a result of such purchase (a) the value of the holdings of the
Fund in the securities of such issuer exceeds 5% of the value of the
Fund's total assets, or (b) the Fund owns more than 10% of the
outstanding voting securities, or any other class of securities, of
such issuer; (2) engage in the purchase or sale of real estate or
commodities; (3) underwrite the securities of other issuers; (4) make
loans to any of its officers, directors, or employees, or to its
manager, or general distributor, or officers or directors thereof; (5)
make loans to other persons, except by the purchase of debt obligations
which are permitted under its investment policy; (6) invest in
companies for the purpose of exercising control of management; (7)
purchase securities on margin, or sell securities short; (8) purchase
shares of other investment companies except in the open market at
ordinary broker's commission or pursuant to a plan of merger or
consolidation; (9) invest in the aggregate more than 5% of the value of
its gross assets in the securities of issuers (other than federal,
state, territorial, or local governments, or corporations, or
authorities established thereby), which, including predecessors, have
not had at least three years' continuous operations; (10) enter into
dealings with its officers or directors, its manager or underwriter, or
their officers or directors, or any organization in which such persons
have a financial interest, except for transactions in the Fund's own
shares or other securities through brokerage practices which are
considered normal and generally accepted under the circumstances
existing at the time; (11) purchase or retain securities of any company
in which any Fund officers or directors, or Fund manager, its partner,
officer, or director beneficially owns more than 1/2 of 1% of said
company's securities, if all such persons owning more than 1/2 of 1% of
said company's securities own in the aggregate more than 5% of the
outstanding securities of such company; (12) borrow or pledge its
credit under normal circumstances, except up to 10% of its gross assets
(computed at the lower of fair market value or cost) for temporary or
emergency purposes, and not for the purpose of leveraging its
investments, and provided further that any borrowing in excess of 5% of
the total assets of the Fund shall have asset coverage of at least 3 to
1; (13) make itself or its assets liable for the indebtedness of
others; (14) invest in securities which are assessable or involve
unlimited liability; (15) invest in securities issued by UMB Financial
Corporation or by affiliate banks of UMB Financial Corporation; or (16)
issue senior securities except for those investment procedures
permissible under the Fund's other restrictions.

UMB Scout WorldWide Fund will not: (1) purchase the securities of any
one issuer, except the United States Government, if immediately after
and as a result of such purchase (a) the value of the holdings of the
Fund in the securities of such issuer exceeds 5% of the value of the
Fund's total assets, or (b) the Fund owns more than 10% of the
outstanding voting securities, or any other class of securities, of
such issuer; (2) engage in the purchase or sale of real estate or
commodities contracts, including futures contracts; (3) underwrite the
securities of other issuers; (4) make loans to any of its officers,
directors, or employees, or to its manager, or general distributor, or
officers or directors thereof; (5) make loans to other persons, except
by the purchase of debt obligations which are permitted under its
investment policy; (6) invest in companies for the purpose of
exercising control of management; (7) purchase securities on margin, or
sell securities short; (8) purchase shares of other investment
companies except in the open market at ordinary broker's commission or
pursuant to a plan of merger or consolidation; (9) invest in the
aggregate more than 5% of the value of its gross assets in the
securities of issuers (other than federal, state, territorial, or local
governments, or corporations, or authorities established thereby),
which, including predecessors, have not had at least three years'
continuous operations; (10) enter into dealings with its officers or
directors, its manager or underwriter, or their officers or directors,
or any organization in which such persons have a financial interest,
except for transactions in the Fund's own shares or other securities
through brokerage practices which are considered normal and generally
accepted under the circumstances existing at the time; (11) purchase or
retain securities of any company in which any Fund officers or
directors, or Fund manager, its partner, officer, or director
beneficially owns more than 1/2 of 1% of said company's securities, if
all such persons owning more than 1/2 of 1% of said company's
securities own in the aggregate more than 5% of the outstanding
securities of such company; (12) borrow or pledge its credit under
normal circumstances, except up to 10% of its gross assets (computed at
the lower of fair market value or cost) for temporary or emergency
purposes, and not for the purpose of leveraging its investments, and
provided further that any borrowing in excess of 5% of the total assets
of the Fund shall have asset coverage of at least 3 to 1, and provided
further that the Fund will not purchase securities when borrowings
exceed 5% of its total assets; (13) make itself or its assets liable
for the indebtedness of others; (14) invest in securities which are
assessable or involve unlimited liability; (15) invest in securities
issued by UMB Financial Corporation or by affiliate banks of UMB
Financial Corporation; or (16) issue senior securities except that
borrowings from banks are permitted so long as the requisite asset
coverage under restriction (12) above has been provided.

UMB Scout Capital Preservation Fund will not: (1) as to 75% of its
total assets, purchase the securities of any one issuer, except the
United States Government, if immediately after and as a result of such
purchase (a) the value of the holdings of the Fund in the securities of
such issuer exceeds 5% of the value of the Fund's total assets, or (b)
the Fund owns more than 10% of the outstanding voting securities, or
any other class of securities, of such issuer; (2) engage in the
purchase or sale of real estate or commodities; (3) underwrite the
securities of other issuers; (4) make loans to other persons, except by
the purchase of debt obligations which are permitted under its policy
(the purchase of a security subject to a repurchase agreement or the
purchase of a portion of publicly distributed debt securities is not
considered a loan); (5) purchase securities on margin, or sell
securities short; (6) borrow or pledge its credit under normal
circumstances, except up to 10% of its gross assets (computed at the
lower of fair market value or cost) for temporary or emergency
purposes, and not for the purpose of leveraging its investments, and
provided further that any borrowing in excess of 5% of the total assets
of the Fund shall have asset coverage of at least 3 to 1; or (7) issue
senior securities except for those investment procedures permissible
under the Fund's other restrictions.

The following are "non-fundamental" restrictions, which may be changed
by the Board of Directors of the Fund without shareholder approval:

The Fund will not: (1) invest in companies for the purpose of
exercising control of management; (2) purchase shares of other
investment companies except as permitted under the Investment Company
Act of 1940, as amended from time to time, or pursuant to a plan of
merger or consolidation; (3) invest in the aggregate more than 5% of
the value of its gross assets in the securities of issuers (other than
federal, state, territorial, or local governments, or corporations, or
authorities established thereby), which, including predecessors, have
not had at least three years' continuous operations; (4) enter into
dealings with its officers or directors, its manager or underwriter, or
their officers or directors, or any organization in which such persons
have a financial interest except for transactions in the Fund's own
shares or other securities through brokerage practices which are
considered normal and generally accepted under the circumstances
existing at the time; or (5) invest in securities issued by UMB
Financial Corporation or affiliate banks of UMB Financial Corporation.

UMB Scout Balanced Fund will not: (1) purchase the securities of any
one issuer, except the United States Government, if immediately after
and as a result of such purchase (a) the value of the holdings of the
Fund in the securities of such issuer exceeds 5% of the value of the
Fund's total assets, or (b) the Fund owns more than 10% of the
outstanding voting securities, or any other class of securities, of
such issuer; (2) engage in the purchase or sale of real estate,
commodities or futures contracts; (3) underwrite the securities of
other issuers; (4) make loans to any of its officers, directors, or
employees, or to its manager, or general distributor, or officers or
directors thereof; (5) make any loan (the purchase of a security
subject to a repurchase agreement or the purchase of a portion of an
issue of publicly distributed debt securities is not considered the
making of a loan); (6) invest in companies for the purpose of
exercising control of management; (7) purchase securities on margin, or
sell securities short; (8) purchase shares of other investment
companies except in the open market at ordinary broker's commission or
pursuant to a plan of merger or consolidation; (9) invest in the
aggregate more than 5% of the value of its gross assets in the
securities of issuers (other than federal, state, territorial, or local
governments, or corporations, or authorities established thereby),
which, including predecessors, have not had at least three years'
continuous operations; (10) except for transactions in its shares or
other securities through brokerage practices which are considered
normal and generally accepted under circumstances existing at the time,
enter into dealings with its officers or directors, its manager or
underwriter, or their officers or directors, or any organization in
which such persons have a financial interest; (11) purchase or retain
securities of any company in which any Fund officers or directors, or
Fund manager, its partner, officer, or director beneficially owns more
than 1/2 of 1% of said company's securities, if all such persons owning
more than 1/2 of 1% of such company's securities, own in the aggregate
more than 5% of the outstanding securities of such company; (12) borrow
or pledge its credit under normal circumstances, except up to 10% of
its gross assets (computed at the lower of fair market value or cost)
for temporary or emergency purposes, and not for the purpose of
leveraging its investments, and provided further that any borrowing in
excess of 5% of the total assets of the Fund shall have asset coverage
of at least 3 to 1; (13) make itself or its assets liable for the
indebtedness of others; (14) invest in securities which are assessable
or involve unlimited liability; (15) invest in securities issued by UMB
Financial Corporation or by affiliate banks of UMB Financial
Corporation, (16) issue senior securities except that borrowings from
banks are permitted so long as the requisite asset coverage under
restriction (12) above has been provided; or (17) purchase any
securities which would cause 25% or more of the Fund's total assets at
the time of such purchase to be invested in any one industry.

UMB Scout Bond Fund will not: (1) purchase the securities of any one
issuer, except the United States Government, if immediately after and
as a result of such purchase (a) the value of the holdings of the Fund
in the securities of such issuer exceeds 5% of the value of the Fund's
total assets, or (b) the Fund owns more than 10% of the outstanding
voting securities, or any other class of securities, of such issuer;
(2) engage in the purchase or sale of real estate or commodities; (3)
underwrite the securities of other issuers; (4) make loans to any of
its officers, directors, or employees, or to its manager, or general
distributor, or officers or directors thereof; (5) make loans to other
persons, except by the purchase of debt obligations which are permitted
under its investment policy; (6) invest in companies for the purpose of
exercising control of management; (7) purchase securities on margin, or
sell securities short; (8) purchase shares of other investment
companies except in the open market at ordinary broker's commission or
pursuant to a plan of merger or consolidation; (9) invest in the
aggregate more than 5% of the value of its gross assets in the
securities of issuers (other than federal, state, territorial, or local
governments, or corporations, or authorities established thereby),
which, including predecessors, have not had at least three years'
continuous operations; (10) enter into dealings with its officers or
directors, its manager or underwriter, or their officers or directors,
or any organization in which such persons have a financial interest,
except for transactions in the Fund's own shares or other securities
through brokerage practices which are considered normal and generally
accepted under the circumstances existing at the time; (11) purchase or
retain securities of any company in which any Fund officers or
directors, or Fund manager, its partner, officer, or director
beneficially owns more than 1/2 of 1% of said company's securities, if
all such persons owning more than 1/2 of 1% of said company's
securities own in the aggregate more than 5% of the outstanding
securities of such company; (12) borrow or pledge its credit under
normal circumstances, except up to 10% of its gross assets (computed at
the lower of fair market value or cost) for temporary or emergency
purposes, and not for the purpose of leveraging its investments, and
provided further that any borrowing in excess of 5% of the total assets
of the Fund shall have asset coverage of at least 3 to 1; (13) make
itself or its assets liable for the indebtedness of others; (14) invest
more than 25% of the value of its assets in any one industry; (15)
invest in securities which are assessable or involve unlimited
liability; (16) invest in securities issued by UMB Financial
Corporation or by affiliate banks of UMB Financial Corporation; or (17)
issue senior securities except for those investment procedures
permissible under the Fund's other restrictions.

UMB Scout Kansas Tax-Exempt Bond Fund will not: (1) engage in the
purchase or sale of real estate or commodities; (2) underwrite the
securities of other issuers; (3) make loans to other persons, except by
the purchase of debt obligations which are permitted under its policy
(the purchase of a security subject to a repurchase agreement or the
purchase of a portion of publicly distributed debt securities is the
making of a loan); (4) purchase securities on margin, or sell
securities short; (5) borrow or pledge its credit under normal
circumstances, except up to 10% of its gross assets (computed at the
lower of fair market value or cost) for temporary or emergency
purposes, and not for the purpose of leveraging its investments, and
provided further that any borrowing in excess of 5% of the total assets
of the Fund shall have asset coverage of at least 3 to 1; (6) invest
more than 25% of its total assets (taken at market value at the time of
each investment) in the securities of issuers in any particular
industry, except for temporary defensive purposes. (This limitation
shall not apply to obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities; investments in
certificates of deposit and banker's acceptances will not be considered
investments in the banking industry; utility companies will be divided
according to their services; financial service companies will be
classified according to the end users of their services; and asset-
backed securities will be classified according to the underlying assets
securing such securities.); or (7) issue senior securities except for
those investment procedures permissible under the Fund's other
restrictions.

The following are "non-fundamental" restrictions, which can be changed
by the Board of Directors of the Fund without shareholder approval:

The Fund may not: (1) invest in companies for the purpose of exercising
control of management; (2) purchase shares of other investment
companies except as permitted under the Investment Company Act of 1940,
as amended from time to time, or pursuant to a plan of merger or
consolidation; (3) invest in the aggregate more than 5% of the value of
its gross assets in the securities of issuers (other than federal,
state, territorial, or local governments, or corporations, or
authorities established thereby), which, including predecessors, have
not had at least three years' continuous operations; (4) enter into
dealings with its officers or directors, its manager or underwriter, or
their officers or directors, or any organization in which such persons
have a financial interest, except for transactions in the Fund's own
shares or other securities through brokerage practices which are
considered normal and generally accepted under the circumstances
existing at the time; or (5) invest in securities issued by UMB
Financial Corporation or affiliate banks of UMB Financial Corporation.

For purposes of the Fund's investment restrictions, the determination
of the "issuer" of a municipal obligation which is not a general
obligation bond will be made by the investment adviser on the basis of
the characteristics of the obligation and other relevant factors, the
most significant of which is the source of funds committed to meeting
interest and principal payments of such obligations.

UMB Scout Money Market Fund will not: (1) invest in equity securities
or securities convertible into equities; (2) purchase the securities of
any issuer (other than obligations issued or guaranteed as to principal
and interest by the government of the United States, its agencies or
instrumentalities) if, as a result, (a) more than 5% of either
Portfolio's total assets (taken at current value) would be invested in
the securities of such issuer, or (b) either Portfolio would hold more
than 10% of any class of securities of such issuer (for this purpose,
all debts and obligations of an issuer maturing in less than one year
are treated as a single class of securities); (3) borrow money in
excess of 10% of either Portfolio's total assets taken at market value,
and then only from banks as a temporary measure for extraordinary or
emergency purposes; the Fund will not borrow to increase income
(leveraging) but only to facilitate redemption requests which might
otherwise require untimely dispositions of Portfolio securities; the
Fund will repay all borrowings before making additional investments,
and interest paid on such borrowings will reduce net income; (4)
mortgage, pledge or hypothecate its assets except in an amount up to
15% (10% as long as the Fund's shares are registered for sale in
certain states) of the value of its total assets but only to secure
borrowings for temporary or emergency purposes; (5) issue senior
securities, as defined in the Investment Company Act of 1940, as
amended; (6) underwrite securities issued by other persons; (7)
purchase or sell real estate, but this shall not prevent investment in
obligations secured by real estate; (8) make loans to other persons,
except by the purchase of debt obligations which are permitted under
its investment policy; the purchase of a security subject to a
repurchase agreement is not considered making a loan; (9) purchase
securities on margin or sell short; (10) purchase or retain securities
of an issuer if to the knowledge of the Fund's management and directors
of the Fund, each of whom owns more than one-half of one percent (.5%)
of such securities, together own more than five percent (5%) of the
securities of such issuer; (11) purchase or sell commodities or
commodity contracts; (12) write, or invest in, put, call, straddle or
spread options or invest in interests in oil, gas or other mineral
exploration or development programs; (13) invest in companies for the
purpose of exercising control; (14) invest in securities of other
investment companies, except as they may be acquired as part of a
merger, consolidation or acquisition of assets; (15) invest more than
5% of the value of either Portfolio's total assets at the time of
investment in the securities of any issuer or issuers which have
records of less than three years continuous operation, including the
operation of any predecessor, but this limitation does not apply to
securities issued or guaranteed as to interest and principal by the
United States Government or its agencies or instrumentalities; (16)
purchase any securities which would cause more than 25% of the value of
a Portfolio's total net assets at the time of such purchase to be
invested in any one industry; provided, however, that the Prime
Portfolio reserves freedom of action to invest up to 100% of its assets
in certificates of deposit or bankers' acceptances of domestic branches
of U.S. banks; or (17) issue senior securities except for those
investment procedures permissible under the Fund's other restrictions.

There is no limitation with respect to investments in U.S. treasury
bills, or other obligations issued or guaranteed by the federal
government, its agencies and instrumentalities.

UMB Scout Tax-Free Money Market Fund will not: (1) invest in equity
securities or securities convertible into equities; (2) purchase more
than ten percent (10%) of the outstanding publicly issued debt
obligations of any issuer; (3) borrow or pledge its credit under normal
circumstances, except up to 10% of its gross assets (computed at the
lower of fair market value or cost) for temporary or emergency purposes
(and not for the purpose of leveraging its investments), and provided
further that any borrowing in excess of 5% of the total assets of the
Fund shall have asset coverage of at least 3 to 1; the Fund will repay
all borrowings before making additional investments; (4) pledge,
mortgage or hypothecate its assets to an extent greater than ten
percent (10%) of the value of its net assets; (5) issue senior
securities, as defined in the Investment Company Act of 1940, as
amended; (6) underwrite any issue of securities; (7) purchase or sell
real estate, but this shall not prevent investment in municipal bonds
secured by a real estate interest therein; (8) make loans to other
persons, except by the purchase of bonds, debentures or similar
obligations which are publicly distributed; the purchase of a security
subject to a repurchase agreement is not considered making a loan; (9)
purchase securities on margin or sell short; (10) purchase or retain
securities of an issuer if those directors of the Fund, each of whom
owns more than one-half of one percent (.5%) of such securities,
together own more than five percent (5%) of the securities of such
issuer; (11) purchase or sell commodities or commodity contracts; (12)
invest in, put, call, straddle or spread options; (13) purchase
securities of any issuer (except the United States Government, its
agencies and instrumentalities, and any municipal bond guaranteed by
the United States Government) if, as a result, more than 5% of the
total assets would be invested in the securities of such issuer; for
purposes of this limitation, identification of the "issuer" will be
based on a determination of the source of assets and revenues committed
to meeting interest and principal payments of each security, and a
government entity which guarantees the securities issued by another
entity is also considered an issuer of that security; (14) invest in
companies for the purpose of exercising control; (15) invest in
securities of other investment companies, except as they may be
acquired as part of a merger, consolidation or acquisition of assets;
or (16) invest more than 5% of the value of its total assets at the
time of investment in the securities of any issuer or issuers which
have records of less than three years continuous operation, including
the operation of any predecessor, but this limitation does not apply to
securities issued or guaranteed as to interest and principal by the
United States Government or its agencies or instrumentalities.

PERFORMANCE MEASURES

Yield of UMB Scout Money Market Fund and UMB Scout Tax-Free Money
Market Fund

From time to time, each Portfolio of the UMB Scout Money Market Fund
and the UMB Scout Tax-Free Money Market Fund may quote their yields in
advertisements, shareholder reports or other communications to
shareholders. Yield information is generally available by calling the
Funds toll free 1-800-996-2862.

The current annualized yield for each Portfolio of the UMB Scout Money
Market Fund and the UMB Scout Tax-Free Money Market Fund is computed
by: (a) determining the net change in the value of a hypothetical pre-
existing account in a Fund having a balance of one share at the
beginning of a seven calendar-day period for which yield is to be
quoted, (b) dividing the net change by the value of the account at the
beginning of the period to obtain the base period return, and (c)
annualizing the results (i.e., multiplying the base period return by
365/7). The net change in value of the account reflects the value of
additional shares purchased with dividends declared on the original
share and any such additional shares, but does not include realized
gains and losses or unrealized appreciation and depreciation. In
addition, each Fund may calculate a compound effective yield by adding
1 to the base period return (calculated as described above, raising the
sum to a power equal to 365/7 and subtracting 1).

For the seven-day period ended June 30, 1998, the current annualized
yield of the UMB Scout Money Market Fund - Federal Portfolio was 5.06%
and the compound effective yield was 5.19%. At June 30, 1998 that
Portfolio's average maturity was 13 days. For the seven-day period
ended June 30, 1998, the current annualized yield of the UMB Scout
Money Market Fund - Prime Portfolio was 5.11% and the compound
effective yield was 5.24%. At June 30, 1998 that Portfolio's average
maturity was 13 days.

For the seven-day period ended June 30, 1998, the current annualized
yield of the UMB Scout Tax-Free Money Market Fund was 3.12% and the
compound effective yield was 3.17%. At June 30, 1998, that Fund's
average portfolio maturity was 16 days.

Tax Equivalent Yield of UMB Scout Kansas Tax-Exempt Bond Fund

For the UMB Scout Kansas Tax-Exempt Bond Fund, the tax-equivalent yield
is based on the current double tax-exempt yield and your combined
federal and state marginal tax rate. Assuming that all of UMB Scout
Kansas Tax-Exempt Bond Fund's dividends are tax-exempt in Kansas (which
may not always be the case) and that your Kansas taxes are fully
deductible for federal income tax purposes, you can calculate your tax-
equivalent yield for UMB Scout Kansas Tax-Exempt Bond Fund using the
following equation:

Fund's Double Tax-Free Yield
(100% - Federal Tax Rate)(100% - Kansas Tax Rate) = Your Tax-Equivalent
Yield

Total Return

UMB Scout Stock Fund, UMB Scout Bond Fund, UMB Scout Regional Fund, UMB
Scout WorldWide Fund, UMB Scout Balanced Fund, UMB Scout Capital
Preservation Fund and UMB Scout Kansas Tax-Exempt Bond Fund "average
annual total return" figures described and shown below are computed
according to a formula prescribed by the Securities and Exchange
Commission. The formula can be expressed as follows:

P(1+T)^n = ERV

Where: P = a hypothetical initial payment of $1000

T = average annual total return

n = number of years

ERV = Ending Redeemable Value of a hypothetical
$1000 payment made at the beginning of the 1, 5 or 10
years (or other) periods at the end of the 1, 5 or 10
years (or other) periods (or fractional portions
thereof).

The table below shows the average annual total return for each of the
Funds for the specified periods.

<TABLE>
<CAPTION>
CAPITAL KANSAS
STOCK REGIONAL WORLDWIDE PRESERVATION BALANCED BOND TAX-EXEMPT
FUND FUND FUND FUND FUND FUND BOND FUND
</CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
For the one year
7/1/97-6/30/98 15.41% 14.42% 20.24% N/A 9.38% 7.94% N/A

For the five years
7/1/93-6/30/98 13.09% 12.73% N/A N/A N/A 5.30% N/A

For the ten years
7/1/88-6/30/98 11.97% 8.59% N/A N/A N/A 7.31% N/A

From commencement
of operations
to 6/30/98* 12.69% 7.59% 16.40% (2.60%) 8.35% 8.15% 0.62%
</TABLE>
__________________________
*UMB Scout Stock Fund and UMB Scout Bond Fund commenced operation on
November 18, 1982; UMB Scout Regional Fund commenced operation on
November 17, 1986; UMB Scout WorldWide Fund commenced operation on
September 14, 1993; UMB Scout Balanced Fund commenced operation on
December 6, 1995; UMB Scout Capital Preservation Fund and UMB Scout
Kansas Tax-Exempt Bond Fund commenced operation on February 23,
1998.

HOW THE FUNDS' SHARES ARE DISTRIBUTED

Jones & Babson, Inc., as agent of the UMB Scout Funds, agrees to supply
its best efforts as sole distributor of the Funds' shares and, at its
own expense, pay all sales and distribution expenses in connection with
their offering other than registration fees and other government
charges.

Jones & Babson, Inc. does not receive any fee or other compensation
under its distribution agreements with the Funds which continue in
effect until October 31, 1999, and which will continue automatically
for successive annual periods ending each October 31, if continued at
least annually by the Funds' Boards of Directors, including a majority
of those Directors who are not parties to such Agreements or interested
persons of any such party. They terminate automatically if assigned by
either party or upon 60 days written notice by either party to the
other.

HOW SHARE PURCHASES ARE HANDLED

Each order accepted will be fully invested in whole and fractional
shares, unless the purchase of a certain number of whole shares is
specified, at the net asset value per share next effective after an
order is accepted by a Fund.

A Fund may authorize certain brokers or other institutions
(intermediaries) to accept, on the Fund's behalf, purchase, redemption
or exchange orders. These parties may also designate other
intermediaries to accept orders on the Fund's behalf. The Fund will be
deemed to have received a purchase, redemption or exchange order when
an authorized intermediary (or authorized designee), accepts the order.
All customer orders will be priced at the Fund's net asset value next
computed after such orders are accepted by an authorized intermediary
(or designee).

Each investment is confirmed by a year-to-date statement which provides
the details of the immediate transaction, plus all prior transactions
in your account during the current year. This includes the dollar
amount invested, the number of shares purchased or redeemed, the price
per share, and the aggregate shares owned. A transcript of all
activity in your account during the previous year will be furnished
each January. By retaining each annual summary and the last year-to-
date statement, you have a complete detailed history of your account,
which provides necessary tax information. A duplicate copy of a past
annual statement is available from Jones & Babson, Inc. at its cost,
subject to a minimum charge of $5 per account, per year requested.

Normally, the shares which you purchase are held by the Fund in open
account, thereby relieving you of the responsibility of providing for
the safekeeping of a negotiable share certificate. Should you have a
special need for a certificate, one will be issued on request for all
or a portion of the whole shares in your account. There is no charge
for the first certificate issued. A charge of $3.50 will be made for
any replacement certificates issued. In order to protect the interests
of the other shareholders, share certificates will be sent to those
shareholders who request them only after the Fund has determined that
unconditional payment for the shares represented by the certificate has
been received by its custodian, UMB Bank, n.a.

If an order to purchase shares must be canceled due to non-payment, the
purchaser will be responsible for any loss incurred by the Fund
involved arising out of such cancellation. To recover any such loss,
the Funds reserve the right to redeem shares owned by any purchaser
whose order is canceled, and such purchaser may be prohibited or
restricted in the manner of placing further orders.

The Funds reserve the right in their sole discretion to withdraw all or
any part of the offering made by the Prospectus or to reject purchase
orders when, in the judgment of management, such withdrawal or
rejection is in the best interest of a Fund and its shareholders. The
Funds also reserve the right at any time to waive or increase the
minimum requirements applicable to initial or subsequent investments
with respect to any person or class of persons, which includes
shareholders of the Funds' special investment programs.

REDEMPTION OF SHARES

The right of redemption may be suspended, or the date of payment
postponed beyond the normal three-day period by a Fund's Board of
Directors under the following conditions authorized by the Investment
Company Act of 1940: (1) for any period (a) during which the New York
Stock Exchange is closed, other than customary weekend and holiday
closing, or (b) during which trading on the New York Stock Exchange is
restricted; (2) for any period during which an emergency exists as a
result of which (a) disposal by the Fund of securities owned by it is
not reasonably practicable, or (b) it is not reasonably practicable for
the Fund to determine the fair value of its net assets; or (3) for such
other periods as the Securities and Exchange Commission may by order
permit for the protection of the Fund's shareholders.

UMB Scout Stock Fund, UMB Scout Regional Fund, UMB Scout Bond Fund, UMB
Scout Money Market Fund, UMB Scout Tax-Free Money Market Fund, UMB
Scout WorldWide Fund and UMB Scout Balanced Fund have elected to be
governed by Rule 18f-1 under the Investment Company Act of 1940,
pursuant to which these Funds are obligated to redeem shares solely in
cash up to the lesser of $250,000 or 1% of a Fund's net asset value
during any 90-day period for any one shareholder. Should redemptions by
any shareholder exceed such limitation, a Fund may redeem the excess in
kind. If shares are redeemed in kind, the redeeming shareholder may
incur brokerage costs in converting the assets to cash. The method of
valuing securities used to make redemptions in kind will be the same as
the method of valuing portfolio securities described under "How Share
Price is Determined" in the Prospectus, and such valuation will be made
as of the same time the redemption price is determined.

UMB Scout Capital Preservation Fund and UMB Scout Kansas Tax-Exempt
Bond Fund may satisfy redemption requests by distributing securities in
kind. If shares are redeemed in kind, the redeeming shareholder may
incur brokerage costs in converting the assets to cash. The method of
valuing securities used to make redemptions in kind will be the same as
the method of valuing portfolio securities described under "How Share
Price is Determined" in the Prospectus, and such valuation will be made
as of the same time the redemption price is determined.

SIGNATURE GUARANTEES

Signature guarantees normally reduce the possibility of forgery and are
required in connection with each redemption method to protect
shareholders from loss. Signature guarantees are required in
connection with all redemptions of $50,000 or more by mail or changes
in share registration, except as provided in the Prospectus.

Signature guarantees must appear together with the signature(s) of the
registered owner(s) on:

(1) a written request for redemption;

(2) a separate instrument of assignment, which should specify the total
number of shares to be redeemed (this "stock power" may be obtained
from the Fund or from most banks or stock brokers); or

(3) all stock certificates tendered for redemption.

DIVIDENDS, DISTRIBUTIONS AND TAXES

Distributions of Net Investment Income. The Funds generally receive
income in the form of dividends, interest, original issue, market and
acquisition discount, and other income derived from their investments.
This income, less expenses incurred in the operation of the Fund,
constitutes its net investment income from which dividends may be paid
to you. Except for exempt-interest dividends described below, any
distributions by a Fund from such income will be taxable to you,
whether you take them in cash or in additional shares.

Distribution of Capital Gains. A Fund may derive capital gains and
losses in connection with sales or other dispositions of its portfolio
securities. Distributions derived from the excess of net short-term
capital gains realized by a Fund will be taxable to you as long-term
capital gain, regardless of how long you have held your shares in a
Fund. Any short-term or long-term capital gains realized by a Fund
(net of any capital loss carryover) will generally be distributed once
each year, and may be distributed more frequently, if necessary, in
order to reduce or eliminate federal excise or income taxes on a Fund.
Shareholders are notified annually as to the federal tax status of
dividends and distributions paid by a Fund. Such dividends and
distributions may also be subject to state and local taxes.

Election to be Taxed as a Regulated Investment Company. UMB Scout
Stock Fund, UMB Scout Regional Fund, UMB Scout WorldWide Fund, UMB
Scout Bond Fund, UMB Scout Balanced Fund, UMB Scout Money Market Fund
and UMB Scout Tax-Free Money Market Fund have elected to be treated as
regulated investment companies under Subchapter M of the Code, have
qualified as such for their most recent fiscal year and each Fund
intends to so qualify during the current fiscal year. UMB Scout
Capital Preservation Fund and UMB Scout Kansas Tax-Exempt Bond Fund
will elect to be treated as regulated investment companies on their
initial income tax returns. As a regulated investment company, each
Fund generally pays no federal income tax on the income and gains it
distributes to you. The Board reserves the right not to maintain the
qualification of the Fund as a regulated investment company if it
determines such course of action to be beneficial to you. In such
case, a Fund will be subject to federal, and possibly state, corporate
taxes on its taxable income and gains, and distributions to you will be
taxed as ordinary dividend income to the extent of the Fund's available
earnings and profits.

Excise Tax Distribution Requirements. The Code requires each Fund to
distribute at least 98% of its taxable ordinary income earned during
the calendar year and 98% of its capital gain net income earned during
the 12-month period ending October 31 (in addition to undistributed
amounts from the prior year) to you by December 31 of each year in
order to avoid federal excise taxes. Each Fund intends to declare and
pay sufficient dividends in December (or in January that are treated by
you as received in December) but does not guarantee and can give no
assurances that its distributions will be sufficient to eliminate all
such taxes.

Dividends-Received Deduction for Corporations. Because each of the UMB
Scout Stock Fund, the UMB Scout Regional Fund and the UMB Scout Capital
Preservation Fund's income is derived primarily from dividends from
domestic (U.S.) sources, a portion of their distributions will
generally be eligible for the intercorporate dividends-received
deduction. The dividends-received deduction will be available only
with respect to dividends designated by such Funds as eligible for such
treatment. Dividends so designated by the Fund must be attributable to
dividends earned by the Fund from U.S. corporations that are not debt-
financed. Certain holding period requirements may apply at both the
Fund level and the corporate shareholder level which may reduce or
eliminate the dividends-received deduction. Even if designated as
dividends eligible for the dividends-received deduction, all dividends
must be included in the calculation of alternative minimum taxable
income.

Treatment of Private Activity Bond Interest. For those Funds which
invest in municipal securities, interest on certain "private activity
bonds," while still exempt from regular federal income tax will
constitute a preference item for taxpayers in determining their
alternative minimum tax under the Code and under the income tax
provisions of several states. Private activity bond interest could
subject you to or increase your liability under federal and state
alternative minimum taxes, depending on your individual or corporate
tax position. Persons who are defined in the Code as "substantial
users" (or persons related to such users) of facilities financed by
private activity bonds should consult with their tax advisors before
purchasing shares in Funds holding private activity bonds.

Effect of Foreign Investments on Distributions by the UMB Scout
WorldWide Fund. Most foreign exchange gains realized on the sale of
debt instruments are treated as ordinary income by the Fund.
Similarly, foreign exchange losses realized by the Fund on the sale of
debt instruments are generally treated as ordinary losses by such Fund.
These gains when distributed will be taxable to you as ordinary
dividends, and any losses will reduce the Fund's ordinary income
otherwise available for distribution to you. This treatment could
increase or reduce the Fund's ordinary income distributions to you, and
may cause some or all of the Fund's previously distributed income to be
classified as a return of capital.

The Fund may be subject to foreign withholding taxes on income from
certain of its foreign securities. If more than 50% of the Fund's
total assets at the end of the fiscal year are invested in securities
of foreign corporations, the Fund may elect to pass-through to you your
pro rata share of foreign taxes paid by the Fund. If this election is
made, the year-end statement you receive from the Fund will show more
taxable income than was actually distributed to you. However, you will
be entitled to either deduct your share of such taxes in computing your
taxable income or claim a foreign tax credit for such taxes against
your U.S. federal income tax. The Fund will provide you with the
information necessary to complete your individual income tax return if
such election is made.

Information on the Tax Character of Distributions. Each Fund will
inform you of the amount and character of your distributions at the
time they are paid, and will advise you of the tax status for federal
income tax purposes of such distributions shortly after the close of
each calendar year. If you have not held Fund shares for a full year,
you may have designated and distributed to you as ordinary income or
capital gain a percentage of income that is not equal to the actual
amount of such income earned during the period of your investment in
the Fund.

Redemption of Fund Shares. Redemptions and exchanges of Fund shares
are taxable transactions for federal and state income tax purposes that
cause you to recognize a gain or loss. If you hold your shares as a
capital asset, the gain or loss that you realize will be capital gain
or loss. Any loss incurred on the redemption or exchange of shares
held for six months or less will be treated as a long-term capital loss
to the extent of any long-term capital gains distributed to you by the
Fund on those shares.

All or a portion of any loss that you realize upon the redemption of
your Fund shares will be disallowed to the extent that you purchase
other shares in the Fund (through reinvestment of dividends or
otherwise) within 30 days before or after your share redemption. Any
loss disallowed under these rules will be added to your tax basis in
the new shares you purchase.

Investment in Complex Securities. The Funds may invest in complex
securities which may be subject to numerous special and complex tax
rules. These rules could affect whether gains and losses recognized by
a Fund are treated as ordinary income or capital gain, accelerate the
recognition of income to a Fund or defer the Fund's ability to
recognize losses, and, in limited cases, subject a Fund to U.S. federal
income tax on income from certain of its foreign securities. In turn,
these rules may affect the amount, timing or character of the income
distributed to you by a Fund.

MANAGER AND UNDERWRITER

Pursuant to Management Agreements, each Fund employs at its own expense
UMB Bank, n.a. as its manager and investment counsel. Jones & Babson,
Inc. serves as principal underwriter at no charge to the Funds.

The aggregate management fees paid to UMB Bank, n.a. by UMB Scout Stock
Fund during the three most recent fiscal years ended June 30, 1998,
1997 and 1996, from which UMB Bank, n.a. paid all the Fund's expenses
except those payable directly by the Fund, were $1,677,799, $1,510,741
and $1,317,938, respectively. The .85% annual fee charged by UMB Bank,
n.a. covers all normal operating costs of the Fund.

The total expenses of UMB Scout Stock Fund for the fiscal years ended
June 30, 1998, 1997 and 1996 included the following amounts paid to UMB
Bank, n.a.:

1998 1997 1996

Custodian Services $ 98,694 $ 88,867 $ 70,520
Advisory Services $ 1,327,377 $ 1,135,180 $ 673,603
Portfolio Accounting Services $ 98,694 $ 88,867 $ 77,770

The aggregate management fees paid to UMB Bank, n.a. by UMB Scout Regional
Fund during the two most recent fiscal years ended June 30, 1998 and 1997
and the fiscal period ended June 30, 1996, from which UMB Bank, n.a. paid
all the Fund's expenses except those payable directly by the Fund, were
$426,268, $388,605 and $166,602, respectively. The .85% annual fee charged
by UMB Bank, n.a. covers all normal operating costs of the Fund.

The total expenses of UMB Scout Regional Fund for the fiscal years ended
June 30, 1998 and 1997 and the fiscal period ended June 30, 1996 included
the following amounts paid to UMB Bank, n.a.:

1998 1997 1996

Custodian Services $ 25,075 $ 22,849 $ 9,855
Advisory Services $ 327,026 $ 270,392 $ 80,219
Portfolio Accounting Services $ 25,075 $ 22,849 $ 9,855

The aggregate management fees paid to UMB Bank, n.a. by UMB Scout WorldWide
Fund during the two most recent fiscal years ended June 30, 1998 and 1997
and the fiscal period ended June 30, 1996, from which UMB Bank, n.a. paid
all the Fund's expenses except those payable directly by the Fund, were
$520,094, $336,708 and $115,973, respectively. The .85% annual fee charged
by UMB Bank, n.a. covers all normal operating costs of the Fund.

The total expenses of UMB Scout WorldWide Fund for the fiscal years ended
June 30, 1998 and 1997 and the fiscal period ended June 30, 1996 included
the following amounts paid to UMB Bank, n.a.:

1998 1997 1996

Custodian Services $ 30,594 $ 19,806 $ 6,861
Advisory Services $ 406,639 $ 231,245 $ 55,154
Portfolio Accounting Services $ 30,594 $ 19,806 $ 6,861

The aggregate management fees paid to UMB Bank, n.a., by UMB Scout Capital
Preservation Fund during the most recent fiscal period ended June 30, 1998,
from which UMB Bank, n.a. paid all the Fund's expenses except those payable
directly by the Fund, were $1,011. The .85% annual fee charged by UMB Bank,
n.a. covers all normal operating costs of the Fund.

The total annualized expenses of UMB Scout Capital Preservation Fund for the
fiscal period ended June 30, 1998 included the following amounts paid to UMB
Bank, n.a.:

1998

Custodian Services $ 63
Advisory Services $ 0
Portfolio Accounting Services $ 63

The aggregate management fees paid to UMB Bank, n.a., by UMB Scout Balanced
Fund during the two most recent fiscal years ended June 30, 1998 and 1997
and the fiscal period ended June 30, 1996, from which UMB Bank, n.a. paid
all the Fund's expenses except those payable directly by the Fund, were
$74,597, $57,679 and $10,082, respectively. The .85% annual fee charged by
UMB Bank, n.a. covers all normal operating costs of the Fund.

The total expenses of UMB Scout Balanced Fund for the fiscal years ended
June 30, 1998 and 1997 and the fiscal period ended June 30, 1996 included
the following amounts paid to UMB Bank, n.a.:

1998 1997 1996

Custodian Services $ 4,389 $ 3,393 $ 598
Advisory Services $ 47,054 $ 15,998 $ 4,036
Portfolio Accounting Services $ 4,389 $ 3,393 $ 598

The aggregate management fees paid to UMB Bank, n.a. by UMB Scout Bond Fund
during the three most recent fiscal years ended June 30, 1998, 1997 and 1996,
from which UMB Bank, n.a. paid all the Fund's expenses except those payable
directly by the Fund, were $675,457, $679,849 and $671,153, respectively.
The .85% annual fee charged by UMB Bank, n.a. covers all normal operating
costs of the Fund.

The total expenses of UMB Scout Bond Fund for the fiscal years ended June 30,
1998, 1997 and 1996 included the following amounts paid to UMB Bank, n.a.:

1998 1997 1996

Custodian Services $ 43,156 $ 39,990 $ 35,665
Advisory Services $ 511,683 $ 485,577 $ 341,374
Portfolio Accounting Services $ 43,156 $ 39,990 $ 39,598

The aggregate management fees paid to UMB Bank, n.a., by UMB Scout Kansas
Tax- Exempt Bond Fund during the most recent fiscal period ended June 30,
1998, from which UMB Bank, n.a. paid all the Fund's expenses except those
payable directly by the Fund, were $7,129. The .50% annual fee charged by
UMB Bank, n.a. covers all normal operating costs of the Fund.

The total annualized expenses of UMB Scout Kansas Tax-Exempt Bond Fund for
the fiscal period ended June 30, 1998 included the following amounts paid to
UMB Bank, n.a.:

1998

Custodian Services $ 422
Advisory Services $ 4,080
Portfolio Accounting Services $ 422

The aggregate management fees paid to UMB Bank, n.a. by UMB Scout Money Market
Fund during the three most recent fiscal years ended June 30, 1998, 1997 and
1996, from which UMB Bank, n.a. paid all the Fund's expenses except those
payable directly by the Fund, were $4,239,563, $3,326,933 and $2,707,715,
respectively. The .50% annual fee charged by UMB Bank, n.a. covers all normal
operating costs of the Fund.

The total expenses of the Federal Portfolio of UMB Scout Money Market Fund
for the fiscal years ended June 30, 1998, 1997 and 1996 included the
following amounts paid to UMB Bank, n.a.:

1998 1997 1996

Custodian Services $ 151,987 $ 131,961 $ 102,653
Advisory Services $ 1,014,351 $ 824,857 $ 395,213
Portfolio Accounting Services $ 151,987 $ 131,961 $ 113,777

The total expenses of the Prime Portfolio of UMB Scout Money Market Fund for
the fiscal years ended June 30, 1998, 1997 and 1996 included the following
amounts paid to UMB Bank, n.a.:

1998 1997 1996

Custodian Services $ 271,969 $ 200,732 $ 142,782
Advisory Services $ 1,809,612 $ 1,255,737 $ 588,485
Portfolio Accounting Services $ 271,969 $ 200,732 $ 157,824

The aggregate management fees paid to UMB Bank, n.a., by UMB Scout Tax-Free
Money Market Fund during the three most recent fiscal years ended June 30,
1998, 1997 and 1996, from which UMB Bank, n.a. paid all the Fund's expenses
except those payable directly by the Fund, were $833,818, $643,126 and
$525,467, respectively. The .50% annual fee charged by UMB Bank, n.a. covers
all normal operating costs of the Fund.

The total expenses of UMB Scout Tax-Free Money Market Fund for the fiscal
years ended June 30, 1998, 1997 and 1996 included the following amounts paid
to UMB Bank n.a.:

1998 1997 1996

Custodian Services $ 83,382 $ 64,313 $ 48,715
Advisory Services $ 553,495 $ 390,316 $ 178,055
Portfolio Accounting Services $ 83,382 $ 64,313 $ 52,775

HOW SHARE PRICE IS DETERMINED

The net asset value per share of each Fund's portfolio is computed once
daily, Monday through Friday, at the specific time during the day that the
Board of Directors of each Fund sets at least annually, except on days on
which changes in the value of a Fund's portfolio securities will not
materially affect the net asset value, or days during which no security is
tendered for redemption and no order to purchase or sell such security is
received by the Fund, or thefollowing holidays:

New Year's Day January 1
Martin Luther King, Jr. Day Third Monday in January
Presidents' Holiday Third Monday in February
Good Friday Friday before Easter
Memorial Day Last Monday in May
Independence Day July 4
Labor Day First Monday in September
Columbus Day* Second Monday in October
Veterans' Day* November 11
Thanksgiving Day Fourth Thursday in November
Christmas Day December 25

____________________________________
*Money Market and Tax-Free Money Market
Funds only.

OFFICERS AND DIRECTORS

The Funds are managed by UMB Bank, n.a., subject to the supervision and
control of the Boards of Directors. The following table lists the
officers and directors of the Funds and their ages. Unless noted
otherwise, the address of each officer and director is BMA Tower, 700
Karnes Blvd., Kansas City, Missouri 64108-3306. Except as indicated,
each has been an employee of Jones & Babson, Inc. for more than five
years.

*Larry D. Armel (56), President and Director, Jones & Babson, Inc.,
UMB Scout Stock Fund, Inc., UMB Scout Bond Fund, Inc., UMB Scout
Money Market Fund, Inc., UMB Scout Tax-Free Money Market Fund, Inc.,
UMB Scout Regional Fund, Inc., UMB Scout WorldWide Fund, Inc., UMB
Scout Balanced Fund, Inc., UMB Scout Capital Preservation Fund,
Inc., UMB Scout Kansas Tax-Exempt Bond Fund, Inc., David L. Babson
Growth Fund, Inc., D.L. Babson Money Market Fund, Inc., D.L. Babson
Tax-Free Income Fund, Inc., Babson Enterprise Fund, Inc., Babson
Enterprise Fund II, Inc., Babson Value Fund, Inc., Shadow Stock
Fund, Inc., Babson-Stewart Ivory International Fund, Inc., Buffalo
Balanced Fund, Inc., Buffalo Equity Fund, Inc., Buffalo USA Global
Fund, Inc., Buffalo High Yield Fund, Inc., Buffalo Small Cap Fund,
Inc., Investors Mark Series Fund, Inc.; Director, AFBA Five Star
Fund, Inc.; President and Trustee, D.L. Babson Bond Trust.

William E. Hoffman, D.D.S. (60), Director, UMB Scout Stock Fund,
Inc., UMB Scout Regional Fund, Inc., UMB Scout Bond Fund, Inc., UMB
Scout Money Market Fund, Inc., UMB Scout Tax-Free Money Market Fund,
Inc., UMB Scout WorldWide Fund, Inc., UMB Scout Balanced Fund, Inc.,
UMB Scout Capital Preservation Fund, Inc., UMB Scout Kansas Tax-
Exempt Bond Fund, Inc.; Orthodontist, 3700 West 83rd Street, Suite
206, Prairie Village, Kansas 66208.

Eric T. Jager (55), Director, UMB Scout Stock Fund, Inc., UMB Scout
Regional Fund, Inc., UMB Scout Bond Fund, Inc., UMB Scout Money
Market Fund, Inc., UMB Scout Tax-Free Money Market Fund, Inc., UMB
Scout WorldWide Fund, Inc., UMB Scout Balanced Fund, Inc., UMB Scout
Capital Preservation Fund, Inc., UMB Scout Kansas Tax-Exempt Bond
Fund, Inc.; President, Windcrest Investment Management, Inc.;
Director, Bartlett Futures, Inc., Nygaard Corporation, 4800 Main
Street, Suite 600, Kansas City, Missouri 64112.

Stephen F. Rose (50), Director, UMB Scout Stock Fund, Inc., UMB
Scout Regional Fund, Inc., UMB Scout Bond Fund, Inc., UMB Scout
Money Market Fund, Inc., UMB Scout Tax-Free Money Market Fund, Inc.,
UMB Scout WorldWide Fund, Inc., UMB Scout Balanced Fund, Inc., UMB
Scout Capital Preservation Fund, Inc., UMB Scout Kansas Tax-Exempt
Bond Fund, Inc.; President, Sun Publications, Inc., 7373 W. 107th
Street, Overland Park, Kansas 66212.

Stuart Wien (75), Director, UMB Scout Stock Fund, Inc., UMB Scout
Regional Fund, Inc., UMB Scout Bond Fund, Inc., UMB Scout Money
Market Fund, Inc., UMB Scout Tax-Free Money Market Fund, Inc., UMB
Scout WorldWide Fund, Inc., UMB Scout Balanced Fund, Inc., UMB Scout
Capital Preservation Fund, Inc., UMB Scout Kansas Tax-Exempt Bond
Fund, Inc.; Retired, 4589 West 124th Place, Leawood, Kansas 66209,
formerly Chairman of the Board, Milgram Food Stores, Inc.

P. Bradley Adams (38), Vice President and Treasurer, Jones & Babson,
Inc., UMB Scout Stock Fund, Inc., UMB Scout Bond Fund, Inc., UMB
Scout Money Market Fund, Inc., UMB Scout Tax-Free Money Market Fund,
Inc., UMB Scout Regional Fund, Inc., UMB Scout WorldWide Fund, Inc.,
UMB Scout Balanced Fund, Inc., UMB Scout Capital Preservation Fund,
Inc., UMB Scout Kansas Tax-Exempt Bond Fund, Inc., David L. Babson
Growth Fund, Inc., D.L. Babson Money Market Fund, Inc., D.L. Babson
Tax-Free Income Fund, Inc., Babson Enterprise Fund, Inc., Babson
Enterprise Fund II, Inc., Babson Value Fund, Inc., Shadow Stock
Fund, Inc., Babson-Stewart Ivory International Fund, Inc., D.L.
Babson Bond Trust, Buffalo Balanced Fund, Inc., Buffalo Equity Fund,
Inc., Buffalo High Yield Fund, Inc., Buffalo USA Global Fund, Inc.,
Buffalo Small Cap Fund, Inc.; Vice President and Chief Financial
Officer, AFBA Five Star Fund, Inc.; Principal Financial Officer,
Investors Mark Series Fund, Inc.

________________________
*Directors who are interested persons as that term is defined in the
Investment Company Act of 1940, as amended.

Martin A. Cramer (48), Vice President and Secretary, Jones & Babson,
Inc., UMB Scout Stock Fund, Inc., UMB Scout Bond Fund, Inc., UMB
Scout Money Market Fund, Inc., UMB Scout Tax-Free Money Market Fund,
Inc., UMB Scout Regional Fund, Inc., UMB Scout WorldWide Fund, Inc.,
UMB Scout Balanced Fund, Inc., UMB Scout Capital Preservation Fund,
Inc., UMB Scout Kansas Tax-Exempt Bond Fund, Inc., David L. Babson
Growth Fund, Inc., D.L. Babson Money Market Fund, Inc., D.L. Babson
Tax-Free Income Fund, Inc., Babson Enterprise Fund, Inc., Babson
Enterprise Fund II, Inc., Babson Value Fund, Inc., Shadow Stock
Fund, Inc., Babson-Stewart Ivory International Fund, Inc., D.L.
Babson Bond Trust, Buffalo Balanced Fund, Inc., Buffalo Equity Fund,
Inc., Buffalo High Yield Fund, Inc., Buffalo USA Global Fund, Inc.,
Buffalo Small Cap Fund, Inc.; Secretary and Assistant Vice
President, AFBA Five Star Fund, Inc.; Secretary, Investors Mark
Series Fund, Inc.

Constance E. Martin (37), Vice President. Assistant Vice President,
Jones & Babson, Inc.; Vice President, UMB Scout Stock Fund, Inc.,
UMB Scout Bond Fund, Inc., UMB Scout Money Market Fund, Inc., UMB
Scout Tax-Free Money Market Fund, Inc., UMB Scout Regional Fund,
Inc., UMB Scout WorldWide Fund, Inc., UMB Scout Balanced Fund, Inc.,
UMB Scout Capital Preservation Fund, Inc., UMB Scout Kansas Tax-
Exempt Bond Fund, Inc., David L. Babson Growth Fund, Inc., D.L.
Babson Money Market Fund, Inc., D.L. Babson Tax-Free Income Fund,
Inc., Babson Enterprise Fund, Inc., Babson Enterprise Fund II, Inc.,
Babson Value Fund, Inc., Shadow Stock Fund, Inc., Babson-Stewart
Ivory International Fund, Inc., D.L. Babson Bond Trust, Buffalo
Balanced Fund, Inc., Buffalo Equity Fund, Inc., Buffalo High Yield
Fund, Inc., Buffalo USA Global Fund, Inc., Buffalo Small Cap Fund,
Inc.

Remuneration of Officers and Directors. None of the officers or
directors will be remunerated by the Funds for their normal duties and
services. Their compensation and expenses arising out of normal
operations will be paid by UMB Bank, n.a. under the provisions of the
Management Agreements.

Compensation Table
<TABLE>
<CAPTION>
Aggregate Pension or Retirement Estimated Total Compensation
Compensation Benefits Accrued As Annual Benefits From All UMB Scout
Name of Director From Each Fund Part of Fund Expenses Upon Retirement Funds Paid to Directors**
</CAPTION>
<S> <C> <C> <C> <C>
Larry D. Armel* -- -- -- --
William E. Hoffman $7,125 -- -- $7,125
Eric T. Jager $7,125 -- -- $7,125
Stephen F. Rose $7,125 -- -- $7,125
Stuart Wien $7,125 -- -- $7,125
</TABLE>

*As an "interested director," Mr. Armel received no compensation for
his services as a director.

**The amounts reported in this column reflect the total compensation
paid to each director for his services as a director of nine UMB
Scout Funds during the fiscal year ended June 30, 1998. Directors'
fees are paid by the Funds' manager and not by the Funds
themselves.

Messrs. Hoffman, Jager, Rose and Wien have no financial interest in,
nor are they affiliated with either Jones & Babson, Inc. or UMB Bank,
n.a.

The Audit Committee of the Board of Directors for all UMB Scout Funds
is composed of Messrs. Hoffman, Jager, Rose and Wien.

The officers and directors of the Funds as a group own less than 1% of
any of the Funds.

The Funds will not hold annual meetings except as required by the
Investment Company Act of 1940 and other applicable laws. The Funds
are Maryland corporations. Under Maryland law, a special meeting of
stockholders of a Fund must be held if the Fund receives the written
request for a meeting from the stockholders entitled to cast at least
25% of all the votes entitled to be cast at the meeting. Each Fund has
undertaken that its directors will call a meeting of stockholders if
such a meeting is requested in writing by the holders of not less than
10% of the outstanding shares of the Fund. To the extent required by
the undertaking, the Fund will assist shareholder communications in
such matters.

CUSTODIAN

The Funds' portfolio assets are held for safekeeping by UMB Bank, n.a.
This means UMB Bank, n.a., rather than the Funds, has possession of
the Funds' cash and securities. As directed by the Funds' officers, it
delivers cash to those who have sold securities to a Fund in return for
such securities, and to those who have purchased portfolio securities
from a Fund, it delivers such securities in return for their cash
purchase price. It also collects income directly from issuers of
securities owned by a Fund and holds this for payment to shareholders
after deduction of the Fund's expenses. UMB Bank, n.a. also functions
as manager and investment adviser to the Funds (see "Manager and
Underwriter" in the Prospectus).

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Funds' financial statements are audited annually by independent
certified public accountants approved by the directors each year, and
in years in which an annual meeting is held the directors may submit
their selection of independent certified public accountants to the
shareholders for ratification.

Reports to shareholders will be published at least semiannually.

Baird, Kurtz & Dobson, City Center Square, Suite 2700, 1100 Main
Street, Kansas City, Missouri 64105, is the present independent
certified public accountant for all of the UMB Scout Funds.

FIXED INCOME SECURITIES DESCRIBED AND RATINGS

In evaluating investment suitability, each investor must relate the
characteristics of a particular investment under consideration to
personal financial circumstances and goals.

Money market instruments are generally described as short-term debt
obligations issued by governments, corporations and financial
institutions. Usually maturities are one year or less. The yield from
this type of instrument is very sensitive to short-term lending
conditions. Thus, the income of money market funds will follow closely
the trend of short-term interest rates, rising when those rates
increase and declining when they fall.

Because of the short maturities, fluctuation in the principal value of
money market-type securities resulting from changes in short-term
interest rates normally will not be sufficient to change the net asset
value (price) per share. Although the Fund's shareholders can
anticipate that this principal value stability will be reflected in the
price of the Fund's shares, it cannot be guaranteed.

A money market security does not have the characteristics usually
associated with a long-term investment. Long-term investors who commit
their assets to a money market security must understand that short-term
interest rates have a history of sharp and frequent peaks and valleys.
Thus, there may be occasions when the rates are sufficiently low as to
be unattractive when compared to the return on other types of
investments. The investor who commits long-term funds to a short-term
investment is exposed to the risks associated with buying and selling
securities in anticipation of unpredictable future market events.

Money market funds are neither insured nor guaranteed by the U.S.
Government, and there can be no assurance that they will be able to
maintain a stable net asset value of $1.00 per share.

Description of Bond Ratings

Standard & Poor's Corporation (S&P):

AAA - Highest Grade. These securities possess the ultimate degree
of protection as to principal and interest. Marketwise, they move
with interest rates, and hence provide the maximum safety on all
counts.

AA - High Grade. Generally, these bonds differ from AAA issues only
in a small degree. Here too, prices move with the long-term money
market.

A - Upper-medium Grade. They have considerable investment strength,
but are not entirely free from adverse effects of changes in
economic and trade conditions. Interest and principal are regarded
as safe. They predominantly reflect money rates in their market
behavior but, to some extent, also economic conditions.

BBB - Bonds rated BBB are regarded as having an adequate capacity
to pay principal and interest. Whereas they normally exhibit
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
principal and interest for bonds in this category than for bonds in
the A category.

BB, B, CCC, CC - Bonds rated BB, B, CCC and CC are regarded, on
balance, as predominantly speculative with respect to the issuer's
capacity to pay interest and repay principal in accordance with the
terms of the obligations. BB indicates the lowest degree of
speculation and CC the highest degree of speculation. While such
bonds will likely have some quality and protective characteristics,
these are outweighed by large uncertainties or major risk exposures
to adverse conditions.

Moody's Investors Service, Inc. (Moody's):

Aaa - Best Quality. These securities carry the smallest degree of
investment risk and are generally referred to as "gilt-edge".
Interest payments are protected by a large, or by an exceptionally
stable margin, and principal is secure. While the various
protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong
position of such issues.

Aa - High Quality by All Standards. They are rated lower than the
best bonds because margins of protection may not be as large as in
Aaa securities, fluctuation of protective elements may be of greater
amplitude, or there may be other elements present which make the
long-term risks appear somewhat greater.

A - Upper-medium Grade. Factors giving security to principal and
interest are considered adequate, but elements may be present which
suggest a susceptibility to impairment sometime in the future.

Baa - Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly
secured. Interest payments and principal security appear adequate
for the present, but certain protective elements may be lacking or
may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and in fact
have speculative characteristics as well.

Ba - Bonds which are rated Ba are judged to have predominantly
speculative elements; their future cannot be considered as well
assured. Often the protection of interest and principal payments
may be very moderate and thereby not well safeguarded during both
good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B - Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments
or maintenance of other terms of the contract over any long period
of time may be small.

Caa - Bonds which are rated Caa are of poor standing. Such issues
may be in default or there may be present elements of danger with
respect to principal or interest.

Ca - Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or
have other marked shortcomings.

Note: Moody's applies numerical modifiers 1, 2 and 3 in each generic
rating classification from Aa to B. The modifier 1 indicates
that the issue ranks in the higher end of its generic rating
category; the modifier 2 indicates a mid-range rating; and the
modifier 3 indicates that the issue ranks in the lower end of its
generic category.

Fitch Investors Service:

Debt instruments rated "AAA", "AA", "A", "BBB" are considered to be
investment grade.

AAA Highest credit quality. The obligor has an exceptionally strong
ability to pay interest and repay principal, which is unlikely to be
affected by reasonably foreseeable events.

AA+, AA or AA- Investment grade and of very high credit quality.
The obligor's ability to pay interest and repay principal is very
strong, although not quite as strong as bonds rated "AAA".

A+, A or A- Investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered
to be strong, but may be more vulnerable to adverse changes in
economic conditions and circumstances than bonds with higher
ratings.

BBB+, BBB or BBB- Investment grade and of satisfactory credit
quality. The obligor's ability to pay interest and repay principal
is considered to be adequate. Adverse changes in economic conditions
and circumstances, however, are more likely to have adverse impact
on these bonds, and therefore impair timely payment. The likelihood
that the ratings of these bonds will fall below investment grade is
higher than for bonds with higher ratings.

BB+, BB or BB- Bonds are considered speculative. The obligor's
ability to pay interest and repay principal may be affected over
time by adverse economic changes. However business and financial
alternatives can be identified which could assist the obligor in
satisfying its debt service requirements.

B+, B or B- Bonds are considered highly speculative. While bonds
in this class are currently meeting debt service requirements, the
probability of continued timely payment of principal and interest
reflects the obligor's limited margin of safety and the need for
reasonable business and economic activity throughout the life of the
issue.

CCC+, CCC or CCC- Bonds have certain identifiable characteristics
which if not remedied may lead to default. The ability to meet
obligations requires an advantageous business and economic
environment.

CC Bonds are minimally protected. Default in payment of interest
and/or principal seems probable over time.

C Bonds are in imminent default of payment of interest or
principal.

DDD, DD or D Bonds are in default of interest and/or principal
payments. Such bonds are extremely speculative and should be valued
on the basis of their ultimate recovery value in liquidation or
reorganization of the obligor. "DDD" represents the highest
potential for recovery on these bonds. "D" represents the lowest
potential for recovery.

NR Indicated that Fitch does not rate the specific issue.

Description of Taxable Commercial Paper Ratings

Moody's - Moody's commercial paper rating is an opinion of the ability
of an issuer to repay punctually promissory obligations not having an
original maturity in excess of nine months. Moody's has one rating -
prime. Every such prime rating means Moody's believes that the
commercial paper note will be redeemed as agreed. Within this single
rating category are the following classifications:

Prime - 1 Highest Quality
Prime - 2 Higher Quality
Prime - 3 High Quality

The criteria used by Moody's for rating a commercial paper issuer under
this graded system include, but are not limited to the following
factors:

(1) evaluation of the management of the issuer;
(2) economic evaluation of the issuer's industry or industries and an
appraisal of speculative type risks which may be inherent in
certain areas;
(3) evaluation of the issuer's products in relation to competition
and customer acceptance;
(4) liquidity;
(5) amount and quality of long-term debt;
(6) trend of earnings over a period of ten years;
(7) financial strength of a parent company and relationships which
exist with the issuer; and
(8) recognition by the management of obligations which may be present
or may arise as a result of public interest questions and
preparations to meet such obligations.

S&P - Standard & Poor's commercial paper rating is a current assessment
of the likelihood of timely repayment of debt having an original
maturity of no more than 270 days. Ratings are graded into four
categories, ranging from "A" for the highest quality obligations to "D"
for the lowest. The four categories are as follows:

"A" - Issues assigned this highest rating are regarded as having the
greatest capacity for timely payment. Issues in this category
are further refined with the designations 1, 2, and 3 to
indicate the relative degree of safety.

"A-1" - This designation indicates that the degree of safety
regarding timely payment is very strong.

"A-2" - Capacity for timely payment on issues with this designation
is strong. However, the relative degree of safety is not as
overwhelming.

"A-3" - Issues carrying this designation have a satisfactory
capacity for timely payment. They are, however, somewhat more
vulnerable to the adverse effects of changes in circumstances
than obligations carrying the higher designations.

"B" - Issues rated "B" are regarded as having only an adequate
capacity for timely payment. Furthermore, such capacity may
be damaged by changing conditions or short-term adversities.

"C" - This rating is assigned to short-term debt obligations with a
doubtful capacity for payment.

"D" - This rating indicates that the issuer is either in default or
is expected to be in default upon maturity.

Fitch:

F1+ Exceptionally Strong Credit Quality. Issues assigned this
rating are regarded as having the strongest degree of
assurance for payment.

F1 Very Strong Credit Quality. Issues assigned this rating
reflect an assurance of timely payment only slightly less in
degree than "F1+".

F2 Good Credit Quality. Issues assigned this rating have a
satisfactory degree of assurance for timely payment, but the
margin of safety is not as great as for issues assigned "F1+"
and "F1".

F3 Fair Credit Quality. Issues assigned this rating have
characteristics suggesting that the degree of assurance of
timely payment is adequate; however, near-term adverse changes
could cause these securities to be rated below investment
grade.

FS Weak Credit Quality. Issues assigned this rating have
characteristics suggesting a minimal degree of assurance of
timely payment and are vulnerable to near-term adverse changes
in financial and economic conditions.

D Default. Issues assigned this rating have characteristics
suggesting a minimal degree of assurance of timely payment and
are vulnerable to near-term adverse changes in financial and
economic conditions.

LOC The symbol LOC indicated that the rating is based upon a
letter of credit default issued by a commercial bank.

MUNICIPAL SECURITIES DESCRIBED AND RATINGS

Municipal securities include bonds and other debt obligations issued by
or on behalf of states, territories and possessions of the United
States of America and the District of Columbia including their
political subdivisions or their duly constituted authorities, agencies
and instrumentalities, the interest on which is exempt from federal
income tax.

Municipal securities are issued to obtain funds for various public
purposes, including the construction of a wide range of public
facilities, such as airports, bridges, highways, housing, hospitals,
mass transportation, schools, streets, waterworks and sewer systems.
Municipal securities also may be issued in connection with the
refunding of outstanding obligations and obtaining funds to lend to
other public institutions and facilities or for general operating
expenses.

The two principal classifications of municipal bonds are "general
obligation" and "revenue." General obligation bonds are secured by the
issuer's pledge of its full faith, credit and taxing power for the
payment of principal and interest. Revenue bonds are payable only from
the revenues derived from a particular facility or class of facilities,
or in some cases, from the proceeds of a special excise tax or other
specific revenue source.

UMB Scout Tax-Free Money Market Fund may invest in industrial
development bonds, the interest from which is exempt from federal
income tax. Under certain circumstances, "substantial users" of the
facilities financed with such obligations, or persons related to
"substantial users," may be required to pay federal income tax on this
otherwise exempted interest. Such persons should consult the Internal
Revenue Code and their financial adviser to determine whether or not
this Fund is an appropriate investment for them.

There are a variety of hybrid and special types of municipal
obligations, as well as numerous differences in the security of
municipal bonds, both within and between the two principal
classifications of general obligation and revenue.

Municipal notes include tax, revenue and bond anticipation notes of
short maturity, generally less than three years, which are issued to
obtain temporary funds for various public purposes. Also included in
this category are Construction Loan Notes, Short-Term Discount Notes
and Project Notes issued by a state or local housing agency but secured
by the full faith and credit of the United States.

Yields on municipal securities depend on a variety of factors, such as
the size of a particular offering, the maturity and the rating of the
obligation, economic and monetary conditions, and conditions of the
municipal securities market, including the volume of municipal
securities available. Market values of municipal securities will vary
according to the relation of their yields available. Consequently, the
net asset value of UMB Scout Tax-Free Money Market Fund and its shares
can be expected to change as the level of interest rates fluctuates.

Municipal obligations, like all other debt obligations, carry the risk
of default. Through careful selection and supervision, and
concentration in the higher-quality investment grade issues, management
intends to reduce this risk.

Prices of outstanding municipal securities will fluctuate with changes
in the interest rates on new issues. Thus, the price of UMB Scout Tax-
Free Money Market Fund's shares will tend to increase as the rates on
new issues decline, and decrease whenever the current rate is rising.
Management will seek to minimize such share price fluctuation to the
extent this can be achieved without detracting from UMB Scout Tax-Free
Money Market Fund's primary objective of the highest quality and
maturity characteristics of the portfolio.

Municipal securities are not traded as actively as other securities.
Even though municipal securities will be redeemed at face value upon
maturity, from time to time, when there has been no active trading in a
particular portfolio holding, its interim pricing for the purpose of
the daily valuation of UMB Scout Tax-Free Money Market Fund's shares
may have to be based on other sources of information and methods deemed
fair and reasonable by the Board of Directors. One principal method
which is commonly used by funds and other investors who own municipal
securities is called matrix pricing.

From time to time, proposals have been introduced in Congress to
restrict or eliminate the federal income tax exemption for interest on
municipal securities. Similar proposals may be introduced in the
future. If such proposals were enacted, the availability of municipal
securities for investment by UMB Scout Tax-Free Money Market Fund would
be adversely affected. In such event, the Fund would re-evaluate its
investment objective and policies and submit possible changes in the
structure of the Fund for the consideration of the shareholders.

Income from the UMB Scout Tax-Free Money Market Fund may be subject to
the federal Alternative Minimum Tax.

Ratings of Municipal Securities

The ratings of bonds by Moody's and Standard and Poor's Corporation
represent their opinions of quality of the municipal bonds they
undertake to rate. These ratings are general and are not absolute
standards. Consequently, municipal bonds with the same maturity,
coupon and rating may have different yields, while municipal bonds of
the same maturity and coupon with different ratings may have the same
yield.

Both Moody's and S&P's Municipal Bond Ratings cover obligations of
states and political subdivisions. Ratings are assigned to general
obligation and revenue bonds. General obligation bonds are usually
secured by all resources available to the municipality and the factors
outlined in the rating definitions below are weighted in determining
the rating. Because revenue bonds in general are payable from
specifically pledged revenues, the essential element in the security
for a revenue bond is the quantity and quality of the pledged revenues
available to pay debt service.

Although an appraisal of most of the same factors that bear on the
quality of general obligation bond credit is usually appropriate in the
rating analysis of a revenue bond, other factors are important,
including particularly the competitive position of the municipal
enterprise under review and the basic security covenants. Although a
rating reflects S&P's judgment as to the issuer's capacity for the
timely payment of debt service, in certain instances it may also
reflect a mechanism or procedure for an assured and prompt cure of a
default, should one occur, i.e., an insurance program, federal or state
guaranty, or the automatic withholding and use of state aid to pay the
defaulted debt service.

S&P Ratings:

AAA Prime - These are obligations of the highest quality. They have the
strongest capacity for timely payment of debt service.

General Obligation Bonds - In a period of economic stress, the
issuers will suffer the smallest declines in income and will be
least susceptible to autonomous decline. Debt burden is moderate.
A strong revenue structure appears more than adequate to meet future
expenditure requirements. Quality of management appears superior.

Revenue Bonds - Debt service coverage has been, and is expected to
remain, substantial. Stability of the pledged revenues is also
exceptionally strong, due to the competitive position of the
municipal enterprise or to the nature of the revenues. Basic
security provisions (including rate covenant, earnings test for
issuance of additional bonds, debt service, reserve requirements)
are rigorous. There is evidence of superior management.

AA - High Grade - The investment characteristics of general obligation
and revenue bonds in this group are only slightly less marked than
those of the prime quality issues. Bonds rated "AA" have the second
strongest capacity for payment of debt service.

A - Good Grade - Principal and interest payments on bonds in this
category are regarded as safe. This rating describes the third
strongest capacity for payment of debt service. It differs from the
two higher ratings because:

General Obligation Bonds - There is some weakness, either in the
local economic base, in debt burden, in the balance between revenues
and expenditures, or in quality of management. Under certain
adverse circumstances, any one such weakness might impair the
ability of the issuer to meet debt obligations at some future date.

Revenue Bonds - Debt service coverage is good, but not exceptional.
Stability of the pledged revenues could show some variations because
of increased competition or economic influences on revenues. Basic
security provisions, while satisfactory, are less stringent.
Management performance appears adequate.

Moody's Ratings of Municipal Bonds:

Aaa - Bonds which are rated Aaa are judged to be of the best
quality. These securities carry the smallest degree of investment
risk and are generally referred to as "gilt-edge." Interest
payments are protected by a large, or by an exceptionally stable
margin, and principal is secure. While the various protective
elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such
issues.

Aa - Bonds which are rated Aa are judged to be of high quality by
all standards. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities,
fluctuation of protective elements may be of greater amplitude, or
there may be other elements present which make the long-term risks
appear somewhat greater.

A - Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade
obligations. Factors giving security to principal and interest are
considered adequate, but elements may be present which suggest a
susceptibility to impairment sometime in the future.

Moody's Ratings of Municipal Notes:

MIG 1: The best quality, enjoying strong protection from established
cash flows of funds for their servicing or from established and
broad based access to the market for refinancing, or both.

MIG 2: High quality, with margins of protection ample, although not
so large as in the preceding group.

MIG 3: Favorable quality, with all security elements accounted for,
but lacking the undeniable strength of the preceding grades. Market
access for refinancing, in particular, is likely to be less well
established.

FINANCIAL STATEMENTS

The audited financial statements of UMB Scout Stock Fund, Inc., UMB
Scout Bond Fund, Inc., UMB Scout Money Market Fund, Inc., UMB Scout
Tax-Free Money Market Fund, Inc., UMB Scout Regional Fund, Inc., UMB
Scout WorldWide Fund, Inc., UMB Scout Balanced Fund, Inc., UMB Scout
Capital Preservation Fund, Inc. and UMB Scout Kansas Tax-Exempt Bond
Fund, Inc. contained in the June 30,1998, Annual Reports to
Shareholders are incorporated herein by reference.

<PAGE>
PART C

OTHER INFORMATION

Item 24. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements:

Included in Part A - Prospectus:

Per Share Capital and Income Changes

Included in Part B - Statement of Additional Information:

The audited financial statements contained in
the most recent Annual Report to Shareholders of:

UMB Scout Stock Fund, Inc.
UMB Scout Bond Fund, Inc.
UMB Scout Money Market Fund, Inc.
UMB Scout Tax-Free Money Market Fund, Inc.
UMB Scout Regional Fund, Inc.
UMB Scout WorldWide Fund, Inc.
UMB Scout Balanced Fund, Inc.
UMB Scout Capital Preservation Fund, Inc.
UMB Scout Kansas Tax-Exempt Bond Fund, Inc.

are incorporated by reference into Part B. of this
Registration Statement.

Included in Part C - Other Information:

Consents of Independent Public Accountants

(b) (1) Registrants's Articles of Incorporation*

(2) Form of Registrant's By-laws*

(3) Not applicable, because there is no
voting trust agreement.

(4) Specimen copy of each security to
be issued by the registrant.*

(5) (a) Form of Management Agreement between
UMB Bank, n. a. and
UMB Scout Stock Fund, Inc.*

(b) Form of Management Agreement between
UMB Bank, n. a. and
UMB Scout Bond Fund, Inc.*

(d) Form of Management Agreement between
UMB Bank, n. a. and
UMB Scout Tax-Free Money Market Fund, Inc.*

(e) Form of Management Agreement between
UMB Bank, n. a. and
UMB Scout Regional Fund, Inc.*

(f) Form of Management Agreement between
UMB Bank, n. a. and
UMB Scout WorldWide Fund, Inc.*

(g) Form of Management Agreement between
UMB Bank, n. a. and
UMB Scout Balanced Fund, Inc.*

(h) Form of Management Agreement between
UMB Bank, n. a. and
UMB Scout Capital Preservation Fund, Inc.*

(i) Form of Management Agreement between
UMB Bank, n. a. and
UMB Scout Kansas Tax-Exempt Bond Fund, Inc.*

(6) Form of principal Underwriting Agreement
between Jones & Babson, Inc. and the Registrant.*

(7) Not applicable, because there are no pension,
bonus or other agreements for the benefit of
directors and officers.

(8) Form of Custodian Agreement between Registrants
and UMB Bank, n.a.*

(9) There are no other material contracts not made
in the ordinary course of business between the
Registrant and others.

(10) Opinion and consent of counsel as to the legality
of the registrant's securities being registered.*

(11) (a) Powers of Attorney*

(b) Auditors Consent

(12) Not applicable.

(13) Letter from contributors of initial
capital to the Registrant that purchase was made
for investment purposes without any present
intention of redeeming or selling.*

(14) Not applicable.

(15) Not applicable.

(16) Schedule for computation of performance quotations for

UMB Scout Stock Fund, Inc.*
UMB Scout Bond Fund, Inc.*
UMB Scout Money Market Fund, Inc.*
UMB Scout Tax-Free Money Market Fund, Inc.*
UMB Scout Regional Fund, Inc.*
UMB Scout WorldWide Fund, Inc.*
UMB Scout Balanced Fund, Inc.*
UMB Scout Capital Preservation Fund. Inc.*
UMB Scout Kansas Tax-Exempt Bond Fund, Inc.*

(17) Financial Data Schedules for

*Previously filed and incorporated herein by reference.

Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL OF THE
REGISTRANT.

None

Item 26. NUMBER OF HOLDERS OF SECURITIES.

The number of record holders of each class of securities of the
Registrants as of October 16, 1998 is as follows:

(1) (2)
Title of class Number of Record Holders

UMB SCOUT STOCK FUND, INC.
Common Stock $1.00 par value 2,773

UMB SCOUT BOND FUND, INC.
Common Stock $1.00 par value 1,562

UMB SCOUT MONEY MARKET FUND, INC.
Common Stock $0.01 par value 709
(Federal Portfolio)
Common Stock $0.01 par value 1,574
(Prime Portfolio)

UMB SCOUT TAX-FREE MONEY MARKET FUND, INC.
Common Stock $0.01 par value 109

UMB SCOUT REGIONAL FUND, INC.
Common Stock $1.00 par value 833

UMB SCOUT WORLDWIDE FUND, INC.
Common Stock $1.00 par value 1,246

UMB SCOUT BALANCED FUND, INC.
Common Stock $1.00 par value 172

UMB SCOUT CAPITAL PRESERVATION FUND, INC.
Common Stock $1.00 par value 14

UMB SCOUT KANSAS TAX-EXEMPT BOND FUND, INC.
Common Stock $1.00 par value 14

Item 27. INDEMNIFICATION.

(NOTE: The terms are identical for all Funds.)

Under the terms of the Maryland General Corporation Law and
the company's By-laws, the company shall indemnify any
person who was or is a director, officer, or employee of the
company to the maximum extent permitted by the Maryland
General Corporation Law; provided however, that any such
indemnification (unless ordered by a court) shall be made by
the company only as authorized in the specific case upon a
determination that indemnification of such persons is proper
in the circumstances. Such determination shall be made

(i) by the Board of Directors by a majority vote of a
quorum which consists of the directors who are neither
"interested persons" of the company as defined in
Section 2(a)(19) of the 1940 Act, nor parties to the
proceedings, or

(ii) if the required quorum is not obtainable or if a quorum
of such directors so directs, by independent legal
counsel in a written opinion.

No indemnification will be provided by the company to any
director or officer of the company for any liability to the
company or shareholders to which he would otherwise be
subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of duty.

Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR.

Item 29. PRINCIPAL UNDERWRITERS.

(a) Jones & Babson, Inc., the only principal underwriter of
the Registrants, also acts as principal underwriter for the:

David L. Babson Growth Fund, Inc.
Babson Enterprise Fund, Inc.
Babson Enterprise Fund II, Inc.
D.L. Babson Money Market Fund, Inc.
D.L. Babson Tax-Free Income Fund, Inc.
D.L. Babson Bond Trust
Babson Value Fund, Inc.
Shadow Stock Fund, Inc.
Babson-Stewart Ivory International Fund, Inc.
Buffalo Balanced Fund, Inc.
Buffalo Equity Fund, Inc.
Buffalo USA Global Fund, Inc.
Buffalo High Yield Fund, Inc.
Buffalo Small Cap Fund, Inc.
AFBA Five Star Fund, Inc.
Investors Mark Series Fund, Inc.

(b) Herewith is the information required by the following
table with respect to each director, officer or partner
of the only underwriter named in answer to Item 21 of
Part B:

Name and Position and Positions and
Principal Offices with Offices with
Business Address Underwriter Registrant

Stephen S. Soden Chairman and Director
700 Karnes Blvd. Director
Kansas City, MO 64108-3306

Larry D. Armel President and President and
700 Karnes Blvd. Director Director
Kansas City, MO 64108-3306

Giorgio Balzer Director None
700 Karnes Blvd.
Kansas City, MO 64108-3306

Robert T. Rakich Director None
700 Karnes Blvd.
Kansas City, MO 64108-3306

Edward S. Ritter Director None
700 Karnes Blvd.
Kansas City, MO 64108-3306

Robert N. Sawyer Director None
700 Karnes Blvd.
Kansas City, MO 64108-3306

Vernon W. Voorhees Director None
700 Karnes Blvd.
Kansas City, MO 64108-3306

P. Bradley Adams Vice President Vice President
700 Karnes Blvd. and Treasurer and Treasurer
Kansas City, MO 64108-3306

Martin A. Cramer Vice President Vice President
700 Karnes Blvd. and Secretary and Secretary
Kansas City, MO 64108-3306

(c) The principal underwriter does not receive any
remuneration or compensation for the duties or services
rendered to the Registrants pursuant to the principal
underwriting Agreement.

Item 30. LOCATION OF ACCOUNTS AND RECORDS.

Each account, book or other document required to be
maintained by Section 31(a) of the 1940 Act and the Rules
(17 CFR 270.31a-1 to 31a-3) promulgated thereunder is in the
physical possession of Jones & Babson, Inc., at BMA Tower
700 Karnes Blvd., Kansas City, Missouri 64108.

Item 31. MANAGEMENT SERVICES.

All management services are covered in the management
agreement between the Registrant and UMB Bank, n.a.,
which are discussed in Parts A and B.

Item 32. UNDERTAKINGS.

Each Registrant undertake that it will furnish to each person to whom
a prospectus is delivered, a copy of Registrant's latest annual
report to shareholders, upon request and without charge.

EXHIBIT INDEX

11(b) Consent of Auditors

11(c) 485(b) Letter from Counsel

27 Financial Data Schedules

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for effectiveness of this Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto authorized, in the City of Kansas City, and State of
Missouri on the 21st day of October, 1998.

UMB SCOUT STOCK FUND, INC.
(Registrant)

By Larry D. Armel
(Larry D. Armel, President)

Pursuant to the requirements of the Securities Act of 1933, this
Post-effective Amendment 31/32 to the Registration Statement has been signed
below by the following persons in the capacities and on the date indicated.

/s/Larry D. Armel President, Principal Executive October 21, 1998
Larry D. Armel Officer, and Director

/s/Eric T. Jager Director October 21, 1998
Eric T. Jager*

/s/William E. Hoffman Director October 21, 1998
William E. Hoffman*

/s/Stephen F. Rose Director October 21, 1998
Stephen F. Rose*

/s/Stuart Wien Director October 21, 1998
Stuart Wien*

/s/P. Bradley Adams Treasurer and Principal October 21, 1998
P. Bradley Adams Financial and Accounting Officer

*Signed pursuant to Power of Attorney

By Larry D. Armel
Attorney-in Fact

<PAGE>

SIGNATURES

UMB SCOUT REGIONAL FUND, INC.
(Registrant)

By Larry D. Armel
(Larry D. Armel, President)

Pursuant to the requirements of the Securities Act of 1933, this
Post-effective Amendment 26/27 to the Registration Statement has been signed
below by the following persons in the capacities and on the date indicated.

/s/Larry D. Armel President, Principal Executive October 21, 1998
Larry D. Armel Officer, and Director

/s/Eric T. Jager Director October 21, 1998
Eric T. Jager*

/s/William E. Hoffman Director October 21, 1998
William E. Hoffman*

/s/Stephen F. Rose Director October 21, 1998
Stephen F. Rose*

/s/Stuart Wien Director October 21, 1998
Stuart Wien*

/s/P. Bradley Adams Treasurer and Principal October 21, 1998
P. Bradley Adams Financial and Accounting Officer

*Signed pursuant to Power of Attorney

By Larry D. Armel
Attorney-in Fact

<PAGE>

SIGNATURES

UMB SCOUT BALANCED FUND, INC.
(Registrant)

By Larry D. Armel
(Larry D. Armel, President)

Pursuant to the requirements of the Securities Act of 1933, this
Post-effective Amendment 7/8 to the Registration Statement has been signed
below by the following persons in the capacities and on the date indicated.

/s/Larry D. Armel President, Principal Executive October 21, 1998
Larry D. Armel Officer, and Director

/s/Eric T. Jager Director October 21, 1998
Eric T. Jager*

/s/William E. Hoffman Director October 21, 1998
William E. Hoffman*

/s/Stephen F. Rose Director October 21, 1998
Stephen F. Rose*

/s/Stuart Wien Director October 21, 1998
Stuart Wien*

/s/P. Bradley Adams Treasurer and Principal October 21, 1998
P. Bradley Adams Financial and Accounting Officer

*Signed pursuant to Power of Attorney

By Larry D. Armel
Attorney-in Fact

<PAGE>

SIGNATURES

UMB SCOUT BOND FUND, INC.
(Registrant)

By Larry D. Armel
(Larry D. Armel, President)

/s/Larry D. Armel President, Principal Executive October 21, 1998
Larry D. Armel Officer, and Director

/s/Eric T. Jager Director October 21, 1998
Eric T. Jager*

/s/William E. Hoffman Director October 21, 1998
William E. Hoffman*

/s/Stephen F. Rose Director October 21, 1998
Stephen F. Rose*

/s/Stuart Wien Director October 21, 1998
Stuart Wien*

/s/P. Bradley Adams Treasurer and Principal October 21, 1998
P. Bradley Adams Financial and Accounting Officer

*Signed pursuant to Power of Attorney

By Larry D. Armel
Attorney-in Fact

<PAGE>

SIGNATURES

UMB SCOUT WORLDWIDE FUND, INC.
(Registrant)

By Larry D. Armel
(Larry D. Armel, President)

Pursuant to the requirements of the Securities Act of 1933, this
Post-effective Amendment 14/16 to the Registration Statement has been signed
below by the following persons in the capacities and on the date indicated.

/s/Larry D. Armel President, Principal Executive October 21, 1998
Larry D. Armel Officer, and Director

/s/Eric T. Jager Director October 21, 1998
Eric T. Jager*

/s/William E. Hoffman Director October 21, 1998
William E. Hoffman*

/s/Stephen F. Rose Director October 21, 1998
Stephen F. Rose*

/s/Stuart Wien Director October 21, 1998
Stuart Wien*

/s/P. Bradley Adams Treasurer and Principal October 21, 1998
P. Bradley Adams Financial and Accounting Officer

*Signed pursuant to Power of Attorney

By Larry D. Armel
Attorney-in Fact

<PAGE>

SIGNATURES

UMB SCOUT MONEY MARKET FUND, INC.
(Registrant)

By Larry D. Armel
(Larry D. Armel, President)

Pursuant to the requirements of the Securities Act of 1933, this
Post-effective Amendment 32/33 to the Registration Statement has been signed
below by the following persons in the capacities and on the date indicated.

/s/Larry D. Armel President, Principal Executive October 21, 1998
Larry D. Armel Officer, and Director

/s/Eric T. Jager Director October 21, 1998
Eric T. Jager*

/s/William E. Hoffman Director October 21, 1998
William E. Hoffman*

/s/Stephen F. Rose Director October 21, 1998
Stephen F. Rose*

/s/Stuart Wien Director October 21, 1998
Stuart Wien*

/s/P. Bradley Adams Treasurer and Principal October 21, 1998
P. Bradley Adams Financial and Accounting Officer

*Signed pursuant to Power of Attorney

By Larry D. Armel
Attorney-in Fact

<PAGE>

SIGNATURES

UMB SCOUT TAX-FREE MONEY MARKET FUND, INC.
(Registrant)

By Larry D. Armel
(Larry D. Armel, President)

Pursuant to the requirements of the Securities Act of 1933, this
Post-effective Amendment 32/32 to the Registration Statement has been signed
below by the following persons in the capacities and on the date indicated.

/s/Larry D. Armel President, Principal Executive October 21, 1998
Larry D. Armel Officer, and Director

/s/Eric T. Jager Director October 21, 1998
Eric T. Jager*

/s/William E. Hoffman Director October 21, 1998
William E. Hoffman*

/s/Stephen F. Rose Director October 21, 1998
Stephen F. Rose*

/s/Stuart Wien Director October 21, 1998
Stuart Wien*

/s/P. Bradley Adams Treasurer and Principal October 21, 1998
P. Bradley Adams Financial and Accounting Officer

*Signed pursuant to Power of Attorney

By Larry D. Armel
Attorney-in Fact

<PAGE>

SIGNATURES

UMB SCOUT CAPITAL PRESERVATION FUND, INC.
(Registrant)

By Larry D. Armel
(Larry D. Armel, President)

Pursuant to the requirements of the Securities Act of 1933, this
Post-effective Amendment 1/3 to the Registration Statement has been signed
below by the following persons in the capacities and on the date indicated.

/s/Larry D. Armel President, Principal Executive October 21, 1998
Larry D. Armel Officer, and Director

/s/Eric T. Jager Director October 21, 1998
Eric T. Jager*

/s/William E. Hoffman Director October 21, 1998
William E. Hoffman*

/s/Stephen F. Rose Director October 21, 1998
Stephen F. Rose*

/s/Stuart Wien Director October 21, 1998
Stuart Wien*

/s/P. Bradley Adams Treasurer and Principal October 21, 1998
P. Bradley Adams Financial and Accounting Officer

*Signed pursuant to Power of Attorney

By Larry D. Armel
Attorney-in Fact

<PAGE>

SIGNATURES

UMB SCOUT KANSAS TAX-EXEMPT BOND FUND, INC.
(Registrant)

By Larry D. Armel
(Larry D. Armel, President)

/s/Larry D. Armel President, Principal Executive October 21, 1998
Larry D. Armel Officer, and Director

/s/Eric T. Jager Director October 21, 1998
Eric T. Jager*

/s/William E. Hoffman Director October 21, 1998
William E. Hoffman*

/s/Stephen F. Rose Director October 21, 1998
Stephen F. Rose*

/s/Stuart Wien Director October 21, 1998
Stuart Wien*

/s/P. Bradley Adams Treasurer and Principal October 21, 1998
P. Bradley Adams Financial and Accounting Officer

*Signed pursuant to Power of Attorney

By Larry D. Armel
Attorney-in Fact

Baird, City Center Square http://www.bkd.com
Kurtz & 1100 Main Street. Suite 2700 Member of
Dobson Kansas City, MO 64105-2112 Moores Rowland
Certified Public 816 221-6300 Fax: 816 221-6380 International
Accountants

Consent of

Independent Certified Public Accountant

UMB Scout Stock Fund, Inc.
UMB Bank, n.a.
Kansas City, Missouri

We hereby consent to the use in this Post-Effective Amendment 31 to the
Registration Statement under the Securities Act of 1933 and this Amendment
No. 32 to the Registration Statement under the Investment Company Act of 1940,
both on Form N-1A, of our report dated July 24, 1998, accompanying and
pertaining to the financial statements of UMB Scout Stock Fund, Inc. as of
June 30, 1998, which are included in such Post-Effective Amendments.

/s/BAIRD, KURTZ & DOBSON
BAIRD, KURTZ & DOBSON

Kansas City, Missouri
October 21, 1998

<PAGE>

Consent of

Independent Certified Public Accountant

UMB Scout Regional Fund, Inc.
UMB Bank, n.a.
Kansas City, Missouri

We hereby consent to the use in this Post-Effective Amendment 26 to the
Registration Statement under the Securities Act of 1933 and this Amendment
No. 27 to the Registration Statement under the Investment Company Act of 1940,
both on Form N-1A, of our report dated July 24, 1998, accompanying and
pertaining to the financial statements of UMB Scout Regional Fund, Inc. as of
June 30, 1998, which are included in such Post-Effective Amendments.

/s/BAIRD, KURTZ & DOBSON
BAIRD, KURTZ & DOBSON

Kansas City, Missouri
October 21, 1998

<PAGE>

Consent of

Independent Certified Public Accountant

UMB Scout Balanced Fund, Inc.
UMB Bank, n.a.
Kansas City, Missouri

We hereby consent to the use in this Post-Effective Amendment 7 to the
Registration Statement under the Securities Act of 1933 and this Amendment
No. 8 to the Registration Statement under the Investment Company Act of 1940,
both on Form N-1A, of our report dated July 24, 1998, accompanying and
pertaining to the financial statements of UMB Scout Balanced Fund, Inc. as of
June 30, 1998, which are included in such Post-Effective Amendments.

/s/BAIRD, KURTZ & DOBSON
BAIRD, KURTZ & DOBSON

Kansas City, Missouri
October 21, 1998

<PAGE>

Consent of

Independent Certified Public Accountant

UMB Scout Bond Fund, Inc.
UMB Bank, n.a.
Kansas City, Missouri

We hereby consent to the use in this Post-Effective Amendment 31 to the
Registration Statement under the Securities Act of 1933 and this Amendment
No. 32 to the Registration Statement under the Investment Company Act of 1940,
both on Form N-1A, of our report dated July 24, 1998, accompanying and
pertaining to the financial statements of UMB Scout Bond Fund, Inc. as of
June 30, 1998, which are included in such Post-Effective Amendments.

/s/BAIRD, KURTZ & DOBSON
BAIRD, KURTZ & DOBSON

Kansas City, Missouri
October 21, 1998

<PAGE>

Consent of

Independent Certified Public Accountant

UMB Scout WorldWide Fund, Inc.
UMB Bank, n.a.
Kansas City, Missouri

We hereby consent to the use in this Post-Effective Amendment 14 to the
Registration Statement under the Securities Act of 1933 and this Amendment
No. 16 to the Registration Statement under the Investment Company Act of 1940,
both on Form N-1A, of our report dated July 24, 1998, accompanying and
pertaining to the financial statements of UMB Scout WorldWide Fund, Inc. as of
June 30, 1998, which are included in such Post-Effective Amendments.

/s/BAIRD, KURTZ & DOBSON
BAIRD, KURTZ & DOBSON

Kansas City, Missouri
October 21, 1998

<PAGE>

Consent of

Independent Certified Public Accountant

UMB Scout Money Market Fund, Inc.
UMB Bank, n.a.
Kansas City, Missouri

We hereby consent to the use in this Post-Effective Amendment 32 to the
Registration Statement under the Securities Act of 1933 and this Amendment
No. 33 to the Registration Statement under the Investment Company Act of 1940,
both on Form N-1A, of our report dated July 24, 1998, accompanying and
pertaining to the financial statements of UMB Scout Money Market Fund, Inc. as
of June 30, 1998, which are included in such Post-Effective Amendments.

/s/BAIRD, KURTZ & DOBSON
BAIRD, KURTZ & DOBSON

Kansas City, Missouri
October 21, 1998

<PAGE>

Consent of

Independent Certified Public Accountant

UMB Scout Tax-Free Money Market Fund, Inc.
UMB Bank, n.a.
Kansas City, Missouri

We hereby consent to the use in this Post-Effective Amendment 32 to the
Registration Statement under the Securities Act of 1933 and this Amendment
No. 33 to the Registration Statement under the Investment Company Act of 1940,
both on Form N-1A, of our report dated July 24, 1998, accompanying and
pertaining to the financial statements of UMB Scout Tax-Free Money Market Fund,
Inc. as of June 30, 1998, which are included in such Post-Effective
Amendments.

/s/BAIRD, KURTZ & DOBSON
BAIRD, KURTZ & DOBSON

Kansas City, Missouri
October 21, 1998

<PAGE>
Baird, City Center Square http://www.bkd.com
Kurtz & 1100 Main Street. Suite 2700 Member of
Dobson Kansas City, MO 64105-2112 Moores Rowland
Certified Public 816 221-6300 Fax: 816 221-6380 International
Accountants

Consent of

Independent Certified Public Accountant

UMB Scout Capital Preservation Fund, Inc.
UMB Bank, n.a.
Kansas City, Missouri

We hereby consent to the use in this Post-Effective Amendment 1 to the
Registration Statement under the Securities Act of 1933 and this Amendment
No. 3 to the Registration Statement under the Investment Company Act of 1940,
both on Form N-1A, of our report dated July 24, 1998, accompanying and
pertaining to the financial statements of UMB Scout Capital Preservation Fund,
Inc. as of June 30, 1998, which are included in such Post-Effective Amendments.

/s/BAIRD, KURTZ & DOBSON
BAIRD, KURTZ & DOBSON

Kansas City, Missouri
October 21, 1998

<PAGE>

Consent of

Independent Certified Public Accountant

UMB Scout Kansas Tax-Exempt Bond Fund, Inc.
UMB Bank, n.a.
Kansas City, Missouri

We hereby consent to the use in this Post-Effective Amendment 1 to the
Registration Statement under the Securities Act of 1933 and this Amendment
No. 3 to the Registration Statement under the Investment Company Act of 1940,
both on Form N-1A, of our report dated July 24, 1998, accompanying and
pertaining to the financial statements of UMB Scout Kansas Tax-Exempt Bond Fund,
Inc. as of June 30, 1998, which are included in such Post-Effective Amendments.

/s/BAIRD, KURTZ & DOBSON
BAIRD, KURTZ & DOBSON

Kansas City, Missouri
October 21, 1998

EX99.B119(c)
Law Offices

Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
(215) 564-8000

October 21, 1998

FILED VIA EDGAR
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Filing Desk

Re: UMB Scout Stock Fund, Inc.
File No. 2-79131; File No. 811-3557
Post-Effective Amendment No. 31; Amendment No. 32
CIK No. 706130

Dear Sir or Madam:

Included for filing via EDGAR is Post-Effective Amendment No. 31 to the
Registration Statement on Form N-1A for UMB Scout Stock Fund, Inc.
This post-effective amendment is being filed under Section 6 of
the Securities Act of 1933 and Rule 485(b) thereunder for the purpose of
bringing the Financial Statements and other information up-to-date, and in
conjunction therewith, making other appropriate non-material changes.
No material event requiring disclosure in the Prospectus has occurred since
the effective date of the most recent Post-Effective Amendment. The amendment
does not contain disclosures which would render it ineligible to become
effective pursuant to Rule 485(b). Questions related to this filing should
be directed to me at the number above.

Very truly yours,
/s/Michael P. O'Hare
Michael P. O'Hare

<PAGE>
Law Offices

Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
(215) 564-8000

October 21, 1998

FILED VIA EDGAR
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Filing Desk

Re: UMB Scout Regional Fund, Inc.
File No. 33-9175; File No. 811-4860
Post-Effective Amendment No. 26; Amendment No. 27
CIK No. 803019

Dear Sir or Madam:

Included for filing via EDGAR is Post-Effective Amendment No. 26 to the
Registration Statement on Form N-1A for UMB Scout Regional Fund, Inc.
This post-effective amendment is being filed under Section 6 of
the Securities Act of 1933 and Rule 485(b) thereunder for the purpose of
bringing the Financial Statements and other information up-to-date, and in
conjunction therewith, making other appropriate non-material changes.
No material event requiring disclosure in the Prospectus has occurred since
the effective date of the most recent Post-Effective Amendment. The amendment
does not contain disclosures which would render it ineligible to become
effective pursuant to Rule 485(b). Questions related to this filing should
be directed to me at the number above.

Very truly yours,
/s/Michael P. O'Hare
Michael P. O'Hare

<PAGE>
Law Offices

Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
(215) 564-8000

October 21, 1998

FILED VIA EDGAR
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Filing Desk

Re: UMB Scout Balanced Fund, Inc.
File No. 33-61123; File No. 811-7323
Post-Effective Amendment No. 7; Amendment 8
CIK No. 948028

Dear Sir or Madam:

Included for filing via EDGAR is Post-Effective Amendment No. 7 to the
Registration Statement on Form N-1A for UMB Scout Balanced Fund, Inc.
This post-effective amendment is being filed under Section 6 of
the Securities Act of 1933 and Rule 485(b) thereunder for the purpose of
bringing the Financial Statements and other information up-to-date, and in
conjunction therewith, making other appropriate non-material changes.
No material event requiring disclosure in the Prospectus has occurred since
the effective date of the most recent Post-Effective Amendment. The amendment
does not contain disclosures which would render it ineligible to become
effective pursuant to Rule 485(b). Questions related to this filing should
be directed to me at the number above.

Very truly yours,
/s/Michael P. O'Hare
Michael P. O'Hare

<PAGE>
Law Offices

Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
(215) 564-8000

October 21, 1998

FILED VIA EDGAR
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Filing Desk

Re: UMB Scout Bond Fund, Inc.
File No. 2-79132; File No. 811-3558
Post-Effective Amendment No. 31; Amendment No. 32
CIK No. 706127

Dear Sir or Madam:

Included for filing via EDGAR is Post-Effective Amendment No. 31 to the
Registration Statement on Form N-1A for UMB Scout Bond Fund, Inc.
This post-effective amendment is being filed under Section 6 of
the Securities Act of 1933 and Rule 485(b) thereunder for the purpose of
bringing the Financial Statements and other information up-to-date, and in
conjunction therewith, making other appropriate non-material changes.
No material event requiring disclosure in the Prospectus has occurred since
the effective date of the most recent Post-Effective Amendment. The amendment
does not contain disclosures which would render it ineligible to become
effective pursuant to Rule 485(b). Questions related to this filing should
be directed to me at the number above.

Very truly yours,
/s/Michael P. O'Hare
Michael P. O'Hare

<PAGE>
Law Offices

Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
(215) 564-8000

October 21, 1998

FILED VIA EDGAR
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Filing Desk

Re: UMB Scout WorldWdie Fund, Inc.
File No. 33-58070; File No. 811-7472
Post-Effective Amendment No. 14; Amendment No. 16
CIK No. 897216

Dear Sir or Madam:

Included for filing via EDGAR is Post-Effective Amendment No. 14 to the
Registration Statement on Form N-1A for UMB Scout WorldWide Fund, Inc.
This post-effective amendment is being filed under Section 6 of
the Securities Act of 1933 and Rule 485(b) thereunder for the purpose of
bringing the Financial Statements and other information up-to-date, and in
conjunction therewith, making other appropriate non-material changes.
No material event requiring disclosure in the Prospectus has occurred since
the effective date of the most recent Post-Effective Amendment. The amendment
does not contain disclosures which would render it ineligible to become
effective pursuant to Rule 485(b). Questions related to this filing should
be directed to me at the number above.

Very truly yours,
/s/Michael P. O'Hare
Michael P. O'Hare

<PAGE>
Law Offices

Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
(215) 564-8000

October 21, 1998

FILED VIA EDGAR
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Filing Desk

Re: UMB Scout Money Market Fund, Inc.
File No. 2-78688; File No. 811-3528
Post-Effective Amendment No. 32; Amendment No. 33
CIK No. 704773

Dear Sir or Madam:

Included for filing via EDGAR is Post-Effective Amendment No. 32 to the
Registration Statement on Form N-1A for UMB Scout Money Market Fund, Inc.
This post-effective amendment is being filed under Section 6 of
the Securities Act of 1933 and Rule 485(b) thereunder for the purpose of
bringing the Financial Statements and other information up-to-date, and in
conjunction therewith, making other appropriate non-material changes.
No material event requiring disclosure in the Prospectus has occurred since
the effective date of the most recent Post-Effective Amendment. The amendment
does not contain disclosures which would render it ineligible to become
effective pursuant to Rule 485(b). Questions related to this filing should
be directed to me at the number above.

Very truly yours,
/s/Michael P. O'Hare
Michael P. O'Hare

<PAGE>
Law Offices

Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
(215) 564-8000

October 21, 1998

FILED VIA EDGAR
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Filing Desk

Re: UMB Scout Tax-Free Money Market Fund, Inc.
File No. 2-79130; File No. 811-3556
Post-Effective Amendment No. 32; Amendment No. 33
CIK No. 706126

Dear Sir or Madam:

Included for filing via EDGAR is Post-Effective Amendment No. 32 to the
Registration Statement on Form N-1A for UMB Scout Tax-Free Money Market Fund,
Inc. This post-effective amendment is being filed under Section 6 of
the Securities Act of 1933 and Rule 485(b) thereunder for the purpose of
bringing the Financial Statements and other information up-to-date, and in
conjunction therewith, making other appropriate non-material changes.
No material event requiring disclosure in the Prospectus has occurred since
the effective date of the most recent Post-Effective Amendment. The amendment
does not contain disclosures which would render it ineligible to become
effective pursuant to Rule 485(b). Questions related to this filing should
be directed to me at the number above.

Very truly yours,
/s/Michael P. O'Hare
Michael P. O'Hare

<PAGE>
Law Offices

Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
(215) 564-8000

October 21, 1998

FILED VIA EDGAR
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Filing Desk

Re: UMB Scout Capital Preservation Fund, Inc.
File No. 333-40843; File No. 811-08511
Post-Effective Amendment No. 1; Amendment No. 3
CIK No. 1050037

Dear Sir or Madam:

Included for filing via EDGAR is Post-Effective Amendment No. 1 to the
Registration Statement on Form N-1A for UMB Scout Capital Preservation Fund,
Inc. This post-effective amendment is being filed under Section 6 of
the Securities Act of 1933 and Rule 485(b) thereunder for the purpose of
bringing the Financial Statements and other information up-to-date, and in
conjunction therewith, making other appropriate non-material changes.
No material event requiring disclosure in the Prospectus has occurred since
the effective date of the most recent Post-Effective Amendment. The amendment
does not contain disclosures which would render it ineligible to become
effective pursuant to Rule 485(b). Questions related to this filing should
be directed to me at the number above.

Very truly yours,
/s/Michael P. O'Hare
Michael P. O'Hare

<PAGE>
Law Offices

Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
(215) 564-8000

October 21, 1998

FILED VIA EDGAR
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Filing Desk

Re: UMB Scout Kansas Tax-Exempt Bond Fund, Inc.
File No. 333-40845; File No. 811-08513
Post-Effective Amendment No. 1; Amendment No. 3
CIK No. 1050038

Dear Sir or Madam:

Included for filing via EDGAR is Post-Effective Amendment No. 1 to the
Registration Statement on Form N-1A for UMB Scout Kansas Tax-Exempt Bond Fund,
Inc. This post-effective amendment is being filed under Section 6 of
the Securities Act of 1933 and Rule 485(b) thereunder for the purpose of
bringing the Financial Statements and other information up-to-date, and in
conjunction therewith, making other appropriate non-material changes.
No material event requiring disclosure in the Prospectus has occurred since
the effective date of the most recent Post-Effective Amendment. The amendment
does not contain disclosures which would render it ineligible to become
effective pursuant to Rule 485(b). Questions related to this filing should
be directed to me at the number above.

Very truly yours,
/s/Michael P. O'Hare
Michael P. O'Hare

<ARTICLE> 6
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<NAME> SCOUT STOCK FUND INC

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<ARTICLE> 6
<CIK> 0000706127
<NAME> SCOUT BOND FUND INC

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<PER-SHARE-NAV-END> 11.21
<EXPENSE-RATIO> .87
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 0000948028
<NAME> SCOUT BALANCED FUND INC

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-END> JUN-30-1998
<INVESTMENTS-AT-COST> 7193689
<INVESTMENTS-AT-VALUE> 7502645
<RECEIVABLES> 60001
<ASSETS-OTHER> 23136
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<TOTAL-ASSETS> 7585782
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
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<PAID-IN-CAPITAL-COMMON> 6967864
<SHARES-COMMON-STOCK> 695216
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<ACCUMULATED-NII-CURRENT> 24905
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<EXPENSES-NET> 74597
<NET-INVESTMENT-INCOME> 331601
<REALIZED-GAINS-CURRENT> 472173
<APPREC-INCREASE-CURRENT> (18057)
<NET-CHANGE-FROM-OPS> 785717
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 346178
<DISTRIBUTIONS-OF-GAINS> 279276
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<NUMBER-OF-SHARES-SOLD> 217322
<NUMBER-OF-SHARES-REDEEMED> 350576
<SHARES-REINVESTED> 58707
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<ARTICLE> 6
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<NAME> SCOUT WORLDWIDE FUND INC

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<ARTICLE> 6
<CIK> 0001050037
<NAME> SCOUT CAPITAL PRESERVATION FUND INC

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<ARTICLE> 6
<CIK> 0001050038
<NAME> SCOUT KANSAS TAX-EXEMPT BOND FUND INC

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