UMB SCOUT MONEY MARKET FUND INC, 485BPOS, 2000-10-30

UMB SCOUT MONEY MARKET FUND INC
485BPOS, 2000-10-30

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<PAGE>

Registration No. 2-79131 and 811-3557

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. 34 /X/

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/

Amendment No. 35 /X/

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

BMA Tower, 700 Karnes Blvd., Kansas City, MO 64108-3306
(Address of Principal Executive Offices) (Zip Code)

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

Stephen S. Soden, BMA Tower, 700 Karnes Blvd., Kansas City, MO
64108-3306
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering

It is proposed that this filing become effective check appropriate box:

/_/ immediately upon filing pursuant to paragraph (b) of Rule 485
/X/ on October 31 pursuant to paragraph (b) of Rule 485
/_/ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
/_/ on (date) pursuant to paragraph (a)(1) of Rule 485
/_/ 75 days after filing pursuant to paragraph (a)(2) of Rule 485
/_/ on (date) pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

/_/ this post-effective amendment designates a new effective
date for a previously filed post-effective amendment

<PAGE>
Registraiton No. 33-9175 and 811-4860

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. 28 /X/

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/

Amendment No. 29 /X/

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

BMA Tower, 700 Karnes Blvd., Kansas City, MO 64108-3306
(Address of Principal Executive Offices) (Zip Code)

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

Stephen S. Soden, BMA Tower, 700 Karnes Blvd., Kansas City, MO
64108-3306
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering

It is proposed that this filing become effective check appropriate box:

If appropriate, check the following box:

/_/ this post-effective amendment designates a new effective
date for a previously filed post-effective amendment

<PAGE>
Registration No. 33-61123 and 811-07323

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. 9 /X/

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/

Amendment No. 10 /X/

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

BMA Tower, 700 Karnes Blvd., Kansas City, MO 64108-3306
(Address of Principal Executive Offices) (Zip Code)

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

Stephen S. Soden, BMA Tower, 700 Karnes Blvd., Kansas City, MO
64108-3306
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering

It is proposed that this filing become effective check appropriate box:

If appropriate, check the following box:

/_/ this post-effective amendment designates a new effective
date for a previously filed post-effective amendment

<PAGE>
Registration No. 2-79132 and 811-3558

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. 33 /X/

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/

Amendment No. 34 /X/

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

BMA Tower, 700 Karnes Blvd., Kansas City, MO 64108-3306
(Address of Principal Executive Offices) (Zip Code)

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

Stephen S. Soden, BMA Tower, 700 Karnes Blvd., Kansas City, MO
64108-3306
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering

It is proposed that this filing become effective check appropriate box:

If appropriate, check the following box:

/_/ this post-effective amendment designates a new effective
date for a previously filed post-effective amendment

<PAGE>
Registration No. 33-58070 and 811-7472

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. 17 /X/

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/

Amendment No. 19 /X/

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

BMA Tower, 700 Karnes Blvd., Kansas City, MO 64108-3306
(Address of Principal Executive Offices) (Zip Code)

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

Stephen S. Soden, BMA Tower, 700 Karnes Blvd., Kansas City, MO
64108-3306
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering

It is proposed that this filing become effective check appropriate box:

If appropriate, check the following box:

/_/ this post-effective amendment designates a new effective
date for a previously filed post-effective amendment

<PAGE>
Registration No. 2-78688 and 811-3528

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. 34 /X/

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/

Amendment No. 35 /X/

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

BMA Tower, 700 Karnes Blvd., Kansas City, MO 64108-3306
(Address of Principal Executive Offices) (Zip Code)

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

Stephen S. Soden, BMA Tower, 700 Karnes Blvd., Kansas City, MO
64108-3306
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering

It is proposed that this filing become effective check appropriate box:

If appropriate, check the following box:

/_/ this post-effective amendment designates a new effective
date for a previously filed post-effective amendment

<PAGE>
Registration No. 2-79130 and 811-3556

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. 34 /X/

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/

Amendment No. 35 /X/

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

BMA Tower, 700 Karnes Blvd., Kansas City, MO 64108-3306
(Address of Principal Executive Offices) (Zip Code)

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

Stephen S. Soden, BMA Tower, 700 Karnes Blvd., Kansas City, MO
64108-3306
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering

It is proposed that this filing become effective check appropriate box:

If appropriate, check the following box:

/_/ this post-effective amendment designates a new effective
date for a previously filed post-effective amendment

<PAGE>
Registration No. 333-40843 and 811-08511

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. 3 /X/

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/

Amendment No. 5 /X/

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

BMA Tower, 700 Karnes Blvd., Kansas City, MO 64108-3306
(Address of Principal Executive Offices) (Zip Code)

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

Stephen S. Soden, BMA Tower, 700 Karnes Blvd., Kansas City, MO
64108-3306
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering

It is proposed that this filing become effective check appropriate box:

If appropriate, check the following box:

/_/ this post-effective amendment designates a new effective
date for a previously filed post-effective amendment

<PAGE>
Registration No. 333-40845 and 811-08513

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. 3 /X/

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/

Amendment No. 5 /X/

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

BMA Tower, 700 Karnes Blvd., Kansas City, MO 64108-3306
(Address of Principal Executive Offices) (Zip Code)

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

Stephen S. Soden, BMA Tower, 700 Karnes Blvd., Kansas City, MO
64108-3306
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering

It is proposed that this filing become effective check appropriate box:

If appropriate, check the following box:

/_/ this post-effective amendment designates a new effective
date for a previously filed post-effective amendment

<PAGE>
Registratin No. 333-96461 and 811-09813

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 /X/

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/

Amendment No. 1 /X/

UMB SCOUT FUNDS
(Exact name of Registrant as Specified in Charter)

BMA Tower, 700 Karnes Blvd., Kansas City, MO 64108-3306
(Address of Principal Executive Offices) (Zip Code)

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

Stephen S. Soden, BMA Tower, 700 Karnes Blvd., Kansas City, MO
64108-3306
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering

It is proposed that this filing become effective check appropriate box:

If appropriate, check the following box:

/_/ this post-effective amendment designates a new effective
date for a previously filed post-effective amendment

<PAGE>
UMB Scout Funds

Prospectus October 31, 2000

Stock Fund
Stock Select Fund
Equity Index Fund
Regional Fund
WorldWide Fund
WorldWide Select Fund
Technology Fund
Capital Preservation Fund
Balanced Fund
Bond Fund
Kansas Tax-Exempt Bond Fund
Money Market Fund
Federal Portfolio
Prime Portfolio
Tax-Free Money Market Fund

Shares of the Funds have not been approved or disapproved by the Securities
and Exchange Commission nor has the Commission passed on the adequacy of
this Prospectus. Any representation to the contrary is a criminal offense.

Opportunity

Beyond

Tomorrow

PROSPECTUS October 31, 2000

Toll-Free 1-800-996-2862

UMB Scout Stock Fund
UMB Scout Stock Select Fund
UMB Scout Equity Index Fund
UMB Scout Regional Fund
UMB Scout WorldWide Fund
UMB Scout WorldWide Select Fund
UMB Scout Technology Fund
UMB Scout Capital Preservation Fund
UMB Scout Balanced Fund
UMB Scout Bond Fund
UMB Scout Kansas Tax-Exempt Bond Fund*
UMB Scout Money Market Fund
Federal Portfolio
Prime Portfolio
UMB Scout Tax-Free Money Market Fund

Investment Advisor and Manager: Distributor:
UMB BANK, N.A. JONES & BABSON, INC.
Kansas City, Missouri Kansas City, Missouri

TABLE OF CONTENTS

Page
Information About the Funds
Investment Objectives and Principal Investment Strategies 2
Principal Risk Factors 10
Past Performance 11
Fees and Expenses 16
Investment Advisor and Manager 18
Investment Sub-Advisor 19
Financial Highlights 19

Information About Investing
How to Purchase Shares 32
How to Redeem Shares 32
Additional Policies about Transactions 32
Shareholder Services 34
How Share Price is Determined 34
Dividends, Distributions and their Taxation 34
Conducting Business with the UMB Scout Funds 36

INVESTMENT OBJECTIVES AND PRINCIPAL INVESTMENT STRATEGIES

UMB Scout Fund Investment Objective

UMB Scout Stock Fund Long-term growth of capital and income.
UMB Scout Stock select Fund
UMB Scout Regional Fund
UMB Scout WorldWide Fund
UMB Scout WorldWide Select Fund

UMB Scout Equity Index Fund To track the performance of the
Standard & Poor's 500r Composite Stock
Price Index.

UMB Scout Technology Fund Long-term growth of capital.

UMB Scout Capital Preservation Fund

UMB Scout Balanced Fund Long-term growth of capital and high
current income.

UMB Scout Bond Fund Maximum current income consistent with
quality and maturity standards.

UMB Scout Kansas Tax-Exempt Bond Fund Current income exempt from regular
federal income tax and Kansas state
personal income tax.

UMB Scout Money Market Fund Maximum income consistent with safety
Federal Portfolio of principal and liquidity.
UMB Scout Money Market Fund
Prime Portfolio

UMB Scout Tax-Free Money Market Fund Highest level of income exempt from
federal income tax consistent with
quality and maturity standards.

Principal Investment Strategies:

Each Fund intends to pursue its objective by investing as described below and
will dispose of portfolio holdings any time that the Advisor believes that
they are no longer suitable for achieving the Fund's objective. The Investment
Advisor and Manager for each Fund and Portfolio is UMB Bank, n.a. The principal
risk factors associated with each Fund and Portfolio are noted in each case and
are fully described in the Principal Risk Factors section.

UMB Scout Stock Fund and UMB Scout Stock Select Fund
Objective: Long-term growth of capital and income.
Principal Risks: Market Risks.

To pursue its objective, each Fund invests in a diversified portfolio of common
stocks. UMB Scout Stock Fund normally invests at least 80% of its assets in
common stocks and UMB Scout Stock Select Fund normally invests substantially
all (at least 90%) of its assets in common stocks. Current yield is a secondary
consideration for each Fund.

How do the Funds choose securities in which to invest? Each Fund buys stock of
companies it believes to be valuable based on the above-average ability of the
company to increase its earnings and dividends. The Funds believe the true
value of a company's stock is determined by:

The company's earnings power

The company's ability to pay dividends

The value of the company's assets

The Funds favor a `buy and hold' approach to common stock investing, and
therefore the Funds tend to hold individual common stocks for longer-term
periods. The Advisor believes that the intrinsic worth and fundamental value
of most well-managed companies do not change rapidly, although there may be
wide variations in a company's stock price. A `buy and hold' approach also
reduces portfolio turnover, which can lower transaction fees and may result in
lower taxes for investors.

Although the Funds normally invest primarily in common stocks as described
above, there may be times when they will use a higher percentage of other
investments. If the Advisor believes that negative economic or market
conditions make it more difficult to achieve growth of capital through
investment in common stocks, the Funds may seek their objective by investing
a higher percentage of their assets in preferred stocks, fixed-income securities
convertible into common stocks, high-grade bonds or other investments that may
provide income. In such cases, the Funds will resume investing primarily in
commons stocks when conditions warrant.

The Funds intend to hold some cash, short-term debt obligations, government
securities or other high-quality investments for reserves to cover redemptions
and unanticipated expenses. There may be times, however, when the Funds attempt
to respond to adverse market, economic, political or other conditions by
investing up to 100% of their assets in those types of investments for
temporary, defensive purposes. During those times, the Funds will not be able
to pursue their investment objective and, instead, will focus on preserving
your investment.

How do UMB Scout Stock Fund and UMB Scout Stock Select Fund differ? The relevant
difference between the two Funds is that UMB Scout Stock Fund generally
maintains a larger cash reserve than UMB Scout Stock Select Fund. Since the two
Funds share the same investment style, their share price will tend to move in
the same direction. However, the larger cash reserve of UMB Scout Stock Fund
will tend to make its share price less volatile. This means it is likely the UMB
Scout Stock Fund will not gain as much as the UMB Scout Stock Select Fund when
investments increase in value and its share price will not decline as much as
the UMB Scout Stock Select Fund when the investments lose value.

UMB Scout Stock Fund commenced operations in November 1982 and UMB Scout Stock
Select Fund commenced operations in May 1999.

UMB Scout Equity Index Fund
Objective: Track the performance of the S&P 500r Index.
Principal Risks: Market Risks, Tracking Variance Risk.

The Fund seeks to provide investment results that track, as closely as
possible, the performance of the Standard & Poor's Composite Stock Price Index
("S&P 500r Index").

The S&P 500r Index is an unmanaged stock market index which includes the stocks
of 500 companies operating across a broad spectrum of the U.S. economy. The
Index is dominated by large U.S. companies and its performance is widely
considered representative of the U.S. stock market as a whole.

Standard & Poor's Corporation (S&Pr) does not endorse any stock in the Index.
It is not a sponsor of the UMB Scout Equity Index Fund and is not affiliated
with the Fund in any way.

The Fund is passively managed, which means it tries to duplicate the investment
composition and performance of the S&P 500r Index using sophisticated computer
programs and statistical procedures. As a result, the investment management team
does not use traditional methods of active investment management, such as buying
and selling securities on the basis of economic, financial and market analysis.
Instead, the Fund tries to match the Index, for better or worse. The Fund has
operating expenses and transaction costs, while the Index has none. Therefore,
the performance of the Fund will generally be less than that of the Index.

In order to track the S&P 500r Index as closely as possible, the Fund normally
invests substantially all (at least 80%) of its total assets in the stocks that
make up the Index, in approximately the same proportions as they are
represented in the Index. Under normal market conditions, it is expected that
the quarterly performance of the Fund will be within a 0.90 correlation with
the S&P 500r Index after deduction of Fund expenses. A correlation of 1.00
would mean a perfect correlation between the performance of the Fund and the
Index.

Because the Fund is an index fund, it generally takes a buy-and-hold approach
to investing. The Fund normally sells portfolio securities only to respond to
redemption requests or to adjust the number of its shares to track the
weighting or composition of the Index. As a result, the Fund's portfolio
turnover rate is expected to be extremely low. A low portfolio turnover rate
usually results in low transaction costs and provides tax efficiencies for
shareholders.

To maintain exposure to the Index and manage cash flows, the Fund may invest
in Standard & Poor's Depository Receipts, which are types of derivatives.
These investments allow the Fund to quickly and efficiently gain market
exposure, and to keep cash on hand to meet shareholder redemption requests
while simulating full investment in stocks.

UMB Scout Regional Fund
Objective: Long-term growth of capital and income.
Principal Risks: Market Risks, Small Company Risks, Geographic Risks.

The Fund normally invests at least 80% of its assets in common stocks issued
by smaller companies either located in or doing a substantial portion of their
business in Arkansas, Colorado, Illinois, Iowa, Kansas, Missouri, Nebraska or
Oklahoma. Current yield is a secondary consideration.

How does UMB Scout Regional Fund choose securities in which to invest? The Fund
normally will invest in a diversified portfolio of stocks of smaller regional
companies having market capitalizations of $1 billion or less. Stocks will be
selected based upon the Advisor's perception of their above-average potential
for long-term growth of capital and dividend income.

Should the Advisor believe that negative economic or market conditions make it
more difficult to achieve growth of capital through investment in common stocks,
the Fund may seek its objective by investing a higher percentage of its assets
in preferred stocks, fixed-income securities convertible into common stocks,
high-grade bonds or other defensive investments that may provide income. In
such cases, the Fund will resume investing primarily in common stocks when
conditions warrant.

The Fund intends to hold some cash, short-term debt obligations, government
securities or other high-quality investments for reserves to cover redemptions
and unanticipated expenses. There may be times, however, when the Fund attempts
to respond to adverse market, economic, political or other conditions by
investing up to 100% of its assets in those types of investments for temporary,
defensive purposes. During those times, the Fund will not be able to pursue its
investment objective and, instead, will focus on preserving your investment.

UMB Scout WorldWide Fund and UMB Scout Worldwide Select Fund
Objective: Long-term growth of capital and income.
Principal Risks: Market Risks, International Risks.

Each Fund normally pursues its objective by investing in a diversified portfolio
of equity securities of established companies either located outside the U.S. or
whose primary business is carried on outside the U.S. Equity securities include
common stocks and depository receipts (receipts typically issued by banks or
trust companies representing ownership interests of securities issued by foreign
companies). UMB Scout WorldWide Fund normally invests at least 80% of its assets
in equity securities as described above and the UMB Scout WorldWide Select Fund
normally invests substantially all (at least 90%) of its assets in such
securities.

How do the Funds choose securities in which to invest? The Funds primarily
invest in securities of seasoned companies that are known for the quality and
acceptance of their products or services and for their ability to generate
profits and/or dividends. Seasoned companies are considered to be companies
that have been in existence for at least three years. Generally, the Funds
will invest no more than 25% of their assets in any one country and intend to
diversify investments among countries and industries. The Funds will invest no
more than 20% of their respective assets in investments in developing countries.

If the Advisor believes negative economic or market conditions make it more
difficult to achieve growth of capital through investment in equity securities,
the Funds may pursue their objective by investing a higher percentage of their
assets in dividend-paying stocks, preferred stocks, high-grade bonds or fixed-
income securities convertible into common stocks, or other investments that
may provide income. In such cases, the Funds will resume investing primarily
in equity securities when conditions warrant.

The Funds intend to hold some cash, short-term debt obligations, government
securities or other high-quality investments for reserves to cover redemptions
and unanticipated expenses. There may be times, however, when the Funds attempt
to respond to adverse market, economic, political or other conditions by
investing up to 100% of their assets in those types of investments for temporary
defensive purposes. During those times, the Funds will not be able to pursue
their investment objective and, instead, will focus on preserving your
investment. The Funds also may use currency forwards to hedge against possible
currency price changes.

How do UMB Scout WorldWide Fund and UMB Scout WorldWide Select Fund differ? The
relevant difference between the two Funds is that UMB Scout WorldWide Fund
generally maintains a larger cash position than UMB Scout WorldWide Select Fund.
Since the two Funds generally invest in the same kinds of equity securities,
their share price will tend to move in the same direction. However, the larger
cash position of UMB Scout WorldWide Fund will tend to make its share price
less volatile. This means it is likely the UMB Scout WorldWide Fund will not
gain as much as the UMB Scout WorldWide Select Fund when investments increase
in value and its share price will not decline as much as the UMB Scout
WorldWide Select Fund when the investments lose value.

UMB Scout WorldWide Fund commenced operations in September 1993 and UMB Scout
WorldWide Select Fund commenced operations in May 1999.

UMB Scout Technology Fund
Objective: Long-term growth of capital (capital appreciation).
Principal Risks: Market Risks, Concentration Risks, Small Company Risks,
International Risks.

The Fund seeks to provide long-term capital appreciation. To pursue its
objective, the Fund will invest principally (at least 65% of total assets)
in securities of companies that develop, produce or distribute products and
services related to technology.

How does UMB Scout Technology Fund choose securities in which to invest? In
considering whether an issuer is principally engaged in technology business
activities, the Investment Advisor may consider, among other things, whether
it is listed on the Morgan Stanley High-Technology 35 Index (the "Morgan
Stanley Index"), the Hambrecht and Quist Technology Index (the "H&Q Index"),
the SoundView Technology Index (the "SoundView Index"), the Technology grouping
of the S&P 500r Index or any other comparable technology index.

Using fundamental research and quantitative analysis, the investment management
team selects securities of technology companies believed to have the potential
to outperform the technology sector over the long-term. In doing so, the
investment management team selects investments based on factors such as:

Financial condition;

Market share;

Product leadership, innovative concepts or market niches;

Earnings growth rates compared with relevant competitors;

Market valuation compared to securities of other
technology-related companies and the stock's own historical
norms;

Product and industry trends; and

Price trends.

The investment management team intends to sell securities it believes are no
longer suitable for achieving the Fund's objective of long-term capital
appreciation.

Companies in which the Fund may invest include businesses related to the
following products and services: computers, software and peripheral products;
industrial and business machines; communications, telecommunications and
information products and services; electronics, semiconductors and
minicomputers; electronic media; environmental services; internet; office
equipment and supplies; television and video equipment and services; satellite
technology and equipment; chemicals and synthetic materials; and biotechnology,
health care and medical supplies. It is expected that more than 25% of the
Fund's total assets will normally be invested in technology companies that
develop or sell computers, software and peripheral products. The Fund may
invest in both small and large technology companies, without regard to their
size and, at times, may have a significant amount of its assets invested in
small companies.

Although the Fund primarily invests in the securities of U.S. companies, it may
invest a portion of its assets in the securities of foreign issuers. The Fund
does not expect normally to invest more than 35% of its assets in the securities
of foreign issuers.

Although the Fund normally will invest in equity securities, which include
common stocks, preferred stocks and convertible securities, there may be times
when the Investment Advisor will use a higher percentage of high-grade bonds
or other investments that may provide income. In such cases, the Fund will
resume investing primarily in equity securities when conditions warrant.

The Fund intends to hold some cash, short-term debt obligations, government
securities or other high-quality investments or reserves to cover redemptions
and unanticipated expenses. There may be times, however, when the Fund attempts
to respond to adverse market, economic, political or other conditions by
investing up to 100% of its assets in those types of investments for temporary,
defensive purposes. During those times, the Fund will not be able to pursue
long-term capital appreciation and, instead, will focus on preserving your
investment.

UMB Scout Capital Preservation Fund
Objective: Long-term growth of capital.
Principal Risks: Market Risks.

The Fund normally pursues its objective by investing at least 65% of its assets
in a diversified portfolio of equity securities (common stocks and securities
convertible into common stocks).

How does UMB Scout Capital Preservation Fund choose securities in which to
invest? Normally, the Fund invests in equity securities of companies:

whose earnings or tangible assets are expected to outpace inflation

with a significant potential for earnings growth or revaluation of
assets

The Fund has the flexibility to pursue its objective through any type of
domestic or foreign security, listed or over-the-counter, without restriction
as to market capitalization.

In selecting investments, the Advisor will consider economic and monetary
conditions and projected inflation rates over time and will shift its
investments based on its interpretation of economic conditions and underlying
security valuations.

The Fund intends to hold some cash, short-term debt obligations, government
securities or other high-quality investments for reserves to cover redemptions
and unanticipated expenses. There may be times, however, when the Fund attempts
to respond to adverse market, economic, political or other conditions by
investing up to 100% of its assets in those types of investments for temporary
defensive purposes. During those times, the Fund will not be able to pursue
its investment objective and, instead, will focus on preserving your investment.

UMB Scout Balanced Fund
Objective: Long-term growth of capital and high current income.
Principal Risks: Market Risks, Fixed Income Risks.

The Fund seeks long-term growth of capital by investing in equity securities
(common stocks, securities convertible into common stocks, preferred stocks
and warrants), and seeks high current income by investing in fixed-income
securities.

How does UMB Scout Balanced Fund choose securities in which to invest? The
Fund has the flexibility to pursue its objective through any type or quality
of domestic or foreign security regardless of market capitalization. Normally,
the Fund will invest a minimum of 25% of its assets in equity securities and
a minimum of 25% of its assets in fixed-income securities and will maintain a
diversified portfolio of investments. Generally, the average maturity of the
fixed-income securities in the portfolio will be between three and seven years.
The Advisor will shift the proportions of each type of investment based on its
interpretation of economic conditions and underlying security valuations.

The Fund intends to hold some cash, short-term debt obligations, government
securities or other high-quality investments for reserves to cover redemptions
and unanticipated expenses. There may be times, however, when the Fund attempts
to respond to adverse market, economic, political or other conditions by
investing up to 100% of its assets in those types of investments for temporary
defensive purposes. During those times, the Fund will not be able to pursue its
investment objective and, instead, will focus on preserving your investment.

UMB Scout Bond Fund
Objective: Maximum current income consistent with quality and maturity
standards.
Principal Risks: Fixed Income Risks.

Generally, the Fund will pursue its objective by investing in a diversified
portfolio of fixed-income obligations.

How does UMB Scout Bond Fund choose securities in which to invest? The Fund
normally invests at least 80% of its assets in fixed-income instruments issued
by the U.S. Government and its agencies, or corporations or other business
organizations. The Fund's investments in securities issued by corporations or
other business entities will be rated at the time of purchase within the top
three classifications of Moody's Investor Service, Inc. ("Moody's") (Aaa, Aa
and A) or S&Pr (AAA, AA, A).

The Fund may maintain a portion of its assets in reserves to cover redemptions,
unexpected expenses and to provide portfolio flexibility. These reserves will
be held in cash or short-term debt obligations.

The overall weighted average maturity of the Fund normally will be three to
seven years, although the Fund may purchase individual obligations of 20 years
or longer to maturity.

The Advisor may adjust the overall weighted average maturity when economic
or market conditions make it desirable and in the best interest of shareholders.

UMB Scout Kansas Tax-Exempt Bond Fund
Objective: Current income exempt from regular federal income tax and Kansas
state personal income tax.
Principal Risks: Fixed Income Risks, Geographic Risks.

This Fund is only available to shareholders located in Kansas and Missouri.
The Fund pursues its objective by investing at least 80% of its net assets in
municipal bonds or debt instruments, the interest on which is tax-exempt as
described above.

How does UMB Scout Kansas Tax-Exempt Fund choose securities in which to invest?
The Fund generally will invest in securities that, at the time of purchase, are
within the top three classifications of Moody's (Aaa, Aa, A), S&Pr (AAA, AA, A)
or Fitch Investor's Services ("Fitch") (AAA, AA, A). In addition, the credit
quality of unrated securities at the time of purchase generally will be, in the
opinion of the Advisor, at least equivalent to an A rating by Moody's, S&Pr or
Fitch. Securities that are subsequently downgraded to non-investment grade may
continue to be held by the Fund until they can be disposed of in a reasonable
manner.

Non-fundamental policies of UMB Scout Kansas Tax-Exempt Bond Fund - The
following policies of the Fund can be changed by its Board of Directors without
the approval of shareholders:

Under normal conditions, the Fund will invest at least 80% of
its assets in obligations issued by the State of Kansas or its
political subdivisions. These obligations may include municipal
bonds, notes and commercial paper of varying maturities issued
by a municipality for a wide variety of both public and private
purposes. These instruments can be classified as general
obligation or revenue bonds, or bond anticipation, tax
anticipation and revenue anticipation notes.

The Fund is classified as a "non-diversified" investment
company. This means the Fund is likely to invest a greater
percentage of its assets in a single issuer than a diversified
investment company.

The overall weighted average maturity of the Fund normally will
be between five to ten years, although the Fund may purchase
individual obligations of 20 years or longer to maturity. The
Advisor may adjust the overall weighted average maturity when
economic or market conditions make it desirable and in the best
interest of shareholders.

Normally, the Fund will invest up to 20% of its net assets in
short-term municipal securities, although the Fund may invest
up to 100% as a temporary defensive measure in response to
adverse market conditions.

UMB Scout Money Market Fund - Federal Portfolio and Prime Portfolio
Objective: Maximum income consistent with safety of principal and liquidity.
Principal Risks: Fixed Income Risks.

UMB Scout Money Market Fund offers shares of two separate portfolios. The
Federal Portfolio only invests in U.S. Government Securities, while the Prime
Portfolio may also invest in other money market securities. Each Portfolio seeks
to maintain a constant net asset value of $1.00 per share. The Portfolios pursue
their objective by investing in high-quality, short-term debt instruments. Each
Portfolio will maintain a weighted average maturity of 90 days or less.

How do the Portfolios of UMB Scout Money Market Fund choose securities in
which to invest? As money market funds, the Portfolios select only high-
quality, short-term obligations in which to invest. Examples of these
securities follow.

Federal Portfolio - only invests in the following U.S. Government securities:

Direct obligations of the U.S. Government, such as Treasury
bills, notes and bonds.

Obligations of U.S. government agencies and instrumentalities
which are secured by the full faith and credit of the U.S.
Treasury; or which are secured by the right of the issuer to
borrow from the Treasury; or are supported by the credit of
the government agency or instrumentality itself.

The Federal Portfolio may also invest in these types of securities subject to
repurchase agreements entered into with the seller of the issues.

Prime Portfolio - In addition to the securities eligible for purchase by the
Federal Portfolio, the Prime Portfolio may also invest in:

Domestic short-term obligations issued by larger U.S. commercial
banks and Savings and Loan Associations which are members of the
Federal Deposit Insurance Corporation, or holding companies of
such banks.

Short-term obligations issued by companies that meet the high
credit-quality standards of the Portfolio.

You may request from us a free copy of the Statement of Additional Information
for details about the credit standards to which the Fund's investments must
adhere.

UMB Scout Tax-Free Money Market Fund
Objective: Highest level of income exempt from federal income tax consistent
with quality and maturity standards.
Principal Risks: Fixed Income Risks.

In addition to its stated investment objective, UMB Scout Tax-Free Money Market
Fund further seeks to maintain a stable net asset value of $1.00 per share.

How does UMB Scout Tax-Free Money Market Fund choose securities in which to
invest? As a tax-free money market fund, the Fund selects only high-quality,
short-term obligations in which to invest. Normally, the Fund will invest at
least 80% of its assets in such securities issued by municipalities. The Fund
may invest any remaining balance in taxable money market instruments, on a
temporary basis, when the Advisor believes it is in the best interest of
shareholders. However, the Fund has the ability to invest a higher percentage
in taxable obligations when, in the opinion of the Advisor, extraordinary
market conditions dictate such a defensive posture is in the best interest of
shareholders. Such taxable instruments include: obligations of the U.S.
government, its agencies and instrumentalities; certain certificates of deposit
and bankers acceptances; or certain commercial paper.

You may request from us a free copy of the Statement of Additional Information
for details about the credit standards to which the Fund's investments must
adhere.

Shareholder approval is required to change the preceding objectives and policies
except for the following:

UMB Scout Stock Select Fund

UMB Scout WorldWide Select Fund

UMB Scout Kansas Tax-Exempt Bond Fund (as noted)

PRINCIPAL RISK FACTORS

As with any mutual fund, there is a risk that you could lose money by investing
in the Funds.

MARKET RISKS

Equity securities are subject to market, economic and business risks that will
cause their prices to fluctuate over time. Since UMB Scout Stock, Stock Select,
Equity Index, Regional, WorldWide, WorldWide Select, Technology, Capital
Preservation and Balanced Funds are normally invested in equity securities, the
value of these Funds may go down. Different types of investments shift in and
out of favor depending on market and economic conditions. At various times
stocks will be more or less favorable than bonds, and small company stocks will
be more or less favorable than large company stocks. Because of this, the Funds
will perform better or worse than other types of funds depending on what is in
favor.

SMALL COMPANY RISKS

UMB Scout Regional Fund invests primarily in small companies. UMB Scout
Technology Fund may also have a significant portion of its assets invested in
small companies. Generally, smaller and less seasoned companies have more
potential for rapid growth. However, they often involve greater risk than
larger companies and these risks are passed on to Funds that invest in them.
These companies may not have the management experience, financial resources,
product diversification and competitive strengths of larger companies.
Therefore, the securities of smaller companies are generally more volatile than
the securities of larger, more established companies. Investments in UMB Scout
Regional Fund and UMB Scout Technology Fund may be more suitable for long-term
investors who can bear the risk of these fluctuations. While these Funds cannot
eliminate these risks, the Funds' Advisor tries to minimize risk by diversifying
its investments across different companies and economic sectors.

Smaller company stocks tend to be bought and sold less often and in smaller
amounts than larger company stocks. Because of this, if a Fund wants to sell a
large quantity of a small company stock it may have to sell at a lower price
than its Investment Advisor might prefer, or it may have to sell in small
quantities over a period of time. The Fund tries to minimize this risk by
investing in stocks that are readily bought and sold.

CONCENTRATION RISKS

The UMB Scout Technology Fund will be highly concentrated in companies engaged
in technology business activities, particularly the computer and software
industry. Therefore, it may be especially sensitive to changes in the general
stock market and other economic conditions that affect those industries.
Companies in the rapidly changing fields of science and technology often face
special risks. For example, their products may prove commercially unsuccessful,
become obsolete or become adversely impacted by a government regulation.
Technology securities may experience significant price movements caused by
disproportionate investor optimism or pessimism and earnings disappointments
can result in sharp price declines. In addition, computer and software
businesses are subject to intense competitive pressures and aggressive pricing
which can negatively affect their stock price. The Fund is therefore likely to
be much more volatile than a Fund that is exposed to a greater variety of
industries, especially over the short term.

Fixed Income Risks

While each UMB Scout Money Market Fund seeks to preserve the value of your
investment at $1.00 per share, the yields earned by the UMB Scout Money Market
Funds will fluctuate. Investments in UMB Scout Money Market Funds are not
insured or guaranteed by the F.D.I.C. or any government agency.

Yields and principal values of debt securities (bonds) will fluctuate.
Generally, values of debt securities change inversely with interest rates.
As interest rates go up, the value of debt securities tend to go down. As a
result, the value of the UMB Scout Balanced Fund, UMB Scout Bond Fund and UMB
Scout Kansas Tax-Exempt Bond Fund may go down. Furthermore, these fluctuations
tend to increase as a bond's time to maturity increases, so a longer-term bond
will decrease more for a given increase in interest rates than a shorter-term
bond.

The amount of dividends paid by Fixed Income Funds to you will vary depending
on the amount of income they earn on their investments. It is possible an
issuer of a debt security owned by one of the Funds could default on interest
and/or principal payments that are payable to a Fund.

INTERNATIONAL RISKS

International investing by the UMB Scout WorldWide, WorldWide Select and
Technology Funds pose additional risks such as currency fluctuations. If a
security owned by a Fund is denominated in a foreign currency, the price of
that security may go up in the local currency but cause a loss to the Fund
when priced in U.S. dollars. International markets, especially in developing
countries, are subject to political instability and are not always as liquid
as in the U.S., sometimes making it harder to sell a security. In addition,
foreign companies may not be subject to comparable accounting, auditing and
financial reporting standards as U.S. companies. These risks are inherently
passed on to the company's shareholders, including the Funds, and in turn,
to the Funds' shareholders.

GEOGRPAHIC RISKS

UMB Scout Regional Fund and UMB Scout Kansas Tax-Exempt Bond Fund invest in
issuers connected with relatively limited geographic areas. These issuers are
more susceptible to specific adverse economic or political occurrences or
developments than are more geographically dispersed issuers. The Kansas economy
is primarily centered on trade, services, government and manufacturing, with
agriculture remaining as an important component. A slowdown in one or more of
these sectors in the Kansas economy could hamper municipalities' ability to
meet debt obligations and therefore cause losses to the Kansas Tax-Exempt Bond
Fund.

TRACKING VARIANCE RISKS

UMB Scout Equity Index Fund is subject to the risk that its performance may not
precisely track the performance of the S&P 500r Index. Tracking variance may
result from purchases and redemptions, transaction costs, Fund expenses,
changes in the composition of the Index and other factors. If securities the
Fund owns underperform those in the Index, the Fund's performance will be
lower than the Index. Under normal market conditions, the Fund expects the
quarterly performance of the Fund to be within a .90 correlation with the
Index, after expenses.

The UMB Scout Equity Index Fund is not sponsored, endorsed, sold or promoted
by S&P,r nor does S&Pr guarantee the accuracy and/or completeness of the S&P
500r Index or data included therein. S&Pr makes no warranty, express or
implied, as to the results obtained by the Fund, owners of the Fund, any person
or any entity from the use of the S&P 500r Index or any data included therein.

PAST PERFORMANCE

The following tables provide an indication of the risks of investing in the
Funds. The bar charts show how each Fund's returns have changed from year to
year. The tables on the right show how each Fund's average annual returns for
certain periods compare with those of one or more broad market benchmarks. The
tables include all expenses of the Funds and assume that all dividends and
capital gains distributions have been reinvested in new shares. Keep in mind
that past performance is not necessarily an indication of how a Fund will
perform in the future.

Information is not included for UMB Scout Stock Select Fund, UMB Scout Equity
Index Fund, UMB Scout WorldWide Select Fund and UMB Scout Technology Fund
because these Funds did not have a full calendar year of operations as of
December 31, 1999.

UMB Scout Stock Fund
Chart - Annual Total Return as of December 31 of Each Year
90 91 92 93 94 95 96 97 98 99
-2.38 24.76 7.11 10.65 2.76 19.76 10.66 21.03 7.62 13.31

Best Quarter: Q2 1999 = 13.70%
Worst Quarter: Q3 1990 = -9.72%
Year-To-Date Returns (through September 30, 2000): = 12.34%

Average Annual Total Return as of December 31, 1999
1 Year 5 Years 10 Years
Stock Fund 13.31% 14.34% 11.23%
S&P 500 Index 21.04% 28.54% 18.20%
Lipper Growth & Income
Fund Index 11.86% 20.60% 14.38%

UMB Scout Regional Fund

Chart - Annual Total Return as of December 31 of Each Year
90 91 92 93 94 95 96 97 98 99
-0.97 13.05 10.96 5.96 0.70 19.96 12.55 23.02 -3.68 1.26

Best Quarter: Q2 1999 = 18.21%
Worst Quarter: Q3 1998 = -13.61%
Year-To-Date Returns (through September 30, 2000): = 10.66%

Average Annual Total Return as of December 31, 1999
1 Year 5 Years 10 Years
Regional Fund 1.26% 10.13% 7.94%
Russell 2000 Index 21.26% 16.70% 13.40%
Lipper Small Cap
Fund Index 35.27% 17.10% 15.05%

UMB Scout WorldWide Fund

Chart - Annual Total Return as of December 31 of Each Year
94 95 96 97 98 99
3.82 14.66 18.35 18.35 17.96 31.43

Best Quarter: Q4 1999 = 16.08%
Worst Quarter: Q3 1998 = -13.21%
Year-To-Date Returns (through September 30, 2000): = 10.43%

Average Annual Total Return as of December 31, 1999
1 Year 5 Years Since Inception*
WorldWide Fund 31.43% 20.02% 17.31%
MSCI EAFE Index 26.96% 12.83% 7.01%
Lipper Global Fund
Index 33.68% 18.40% 12.68%

*Inception Date: September 14, 1993

UMB Scout Capital Preservation Fund

Chart - Annual Total Return as of December 31 of Each Year
98 99
-9.60 10.41

Best Quarter: Q2 1999 = 9.58%
Worst Quarter: Q3 1998 = -6.26%
Year-To-Date Returns (through September 30, 2000): = 1.23%

Average Annual Total Return as of December 31, 1999
1 Year Since Inception*
Capital Preservation Fund 10.41% -0.12%
Goldman Sachs Commodity Index 40.92% -0.49%

*Inception Date: February 23, 1998
UMB Scout Balanced Fund

Chart - Annual Total Return as of December 31 of Each Year
96 97 98 99
6.09 10.12 3.16 -1.03

Best Quarter: Q1 1998 = 5.37%
Worst Quarter: Q3 1998 = -2.47%
Year-To-Date Returns (through September 30, 2000): = 7.84%

Average Annual Total Return as of December 31, 1999
1 Year Since Inception*
Balanced Fund -1.03% 4.56%
S&P 500 Index 21.04% 28.54%
Lipper Balanced Fund Index 8.98% N/A

*Inception Date: December 6, 1995

UMB Scout Bond Fund

Chart - Annual Total Return as of December 31 of Each Year
90 91 92 93 94 95 96 97 98 99
8.04 13.24 6.61 8.33 -3.07 14.03 3.54 7.27 7.14 0.19

Best Quarter: Q2 1995 = 4.84%
Worst Quarter: Q1 1994 = -2.42%
Year-To-Date Returns (through September 30, 2000): = 5.56%

Average Annual Total Return as of December 31, 1999
1 Year 5 Years 10 Years
Bond Fund 0.19% 6.34% 6.42%
Lehman Bros. Gov./Corp.
Intermed. 0.39% 7.09% 7.26%
Lipper Intermediate Inv.
Grade Fund Index -0.98% 7.08% 7.06%

UMB Scout Kansas Tax-Exempt BOND Fund

Chart - Annual Total Return as of December 31 of Each Year
98 99
7.62* 13.31

Best Quarter: Q3 1998 = 2.15%
Worst Quarter: Q2 1999 = -0.91%
Year-To-Date Returns (through September 30, 2000): = 4.00%

Average Annual Total Return as of December 31, 1999
1 Year Since Inception*
Kansas Tax-Exempt
Bond Fund 0.68% 2.21%
Lehman Bros. 5-Year
Municipals Index 0.73% N/A

*Inception Date: February 23, 1998

UMB Scout Money Market Fund - Federal Portfolio

Chart - Annual Total Return as of December 31 of Each Year
90 91 92 93 94 95 96 97 98 99
7.84 5.71 3.44 2.71 3.75 5.54 4.97 5.09 5.04 4.67

Best Quarter: Q2 1990 = 1.93%
Worst Quarter: Q2 1993 = 0.66%
Year-To-Date Returns (through September 30, 2000): = 5.62%

Average Annual Total Return as of December 31, 1999
1 Year 5 Years 10 Years
Money Market Fund -
Federal 4.67% 5.06% 4.87%
Merrill Lynch 91-Day
Treasury Bill Index 4.77% 5.03% 4.87%
Lipper Money Market
Fund Index 5.70% 5.14% 4.75%

UMB Scout Money Market Fund - Prime Portfolio

Chart - Annual Total Return as of December 31 of Each Year
90 91 92 93 94 95 96 97 98 99
7.97 5.78 3.46 2.75 3.80 5.59 5.03 5.17 5.14 4.76

Best Quarter: Q2 1990 = 1.96%
Worst Quarter: Q2 1993 = 0.67%
Year-To-Date Returns (through September 30, 2000): = 5.75%

Average Annual Total Return as of December 31, 1999
1 Year 5 Years 10 Years
Money Market Fund -
Prime 4.76% 5.14% 4.94%
Merrill Lynch 91-Day
Treasury Bill Index 4.77% 5.03% 4.87%
Lipper Money Market
Fund Index 5.70% 5.14% 4.75%

UMB Scout Tax-Free Money Market Fund

Chart - Annual Total Return as of December 31 of Each Year
90 91 92 93 94 95 96 97 98 99
5.41 4.04 2.56 2.00 2.40 3.31 2.99 3.12 2.94 2.71

Best Quarter: Q4 1990 = 1.36%
Worst Quarter: Q1 1994 = 0.44%
Year-To-Date Returns (through September 30, 2000): = 12.34%

Average Annual Total Return as of December 31, 1999
1 Year 5 Years 10 Years
Tax-Free Money Market
Fund 2.71% 3.02% 3.14%
Merrill Lynch 91-Day
Treasury Bill Index 4.77% 5.03% 4.87%
Lipper Tax-Free Money
Market Fund Index 3.46% 3.14% 3.13%

FEES AND EXPENSES

The following tables describe the fees and expenses that you may pay if you
buy and hold shares of the different Funds. UMB Scout Equity Index Fund and
UMB Scout Technology Fund are new Funds as of May 2000, so the amounts of
"Other Expenses," "Total Annual Fund Expenses" and the "Example" are based
on estimates for the first year of operations.

UMB UMB
UMB Scout Scout UMB UMB
Scout Stock Equity Scout Scout
Stock Select Index Regional WorldWide
Fund Fund Fund Fund Fund
Shareholder Fees
(fees paid directly from
your investment)
Maximum Sales Charge (Load)
Imposed on Purchases None None None None None
Maximum Deferred
Sales Charge (Load) None None None None None
Maximum Sales Charge (Load)
Imposed on Reinvested
Dividends None None None None None
Redemption Fee None None None None None
Exchange Fee None None None None None

Annual Fund Operating Expenses
(expenses deducted from Fund assets)
Management Fees .85% .85% .40% .85% 1.10%*
Distribution (12b-1) Fees None None None None None
Other Expenses .02% None .02% .06% .03%
Total Annual Fund
Operating Expenses .87% .85% .42% .91% 1.13%
Less Manager's Fee Waiver/Payments N/A N/A (.12%)** N/A N/A
Revised Total Annual Fund
Operating Expenses .87% .85% .30% .91% 1.13%

UMB
UMB UMB Scout
Scout Scout Capital UMB UMB
WorldWide Tech- Preser- Scout Scout
Select nology vation Balanced Bond
Fund Fund Fund Fund Fund
Shareholder Fees
(fees paid directly from
your investment)
Maximum Sales Charge (Load)
Imposed on Purchases None None None None None
Maximum Deferred
Sales Charge (Load) None None None None None
Maximum Sales Charge (Load)
Imposed on Reinvested
Dividends None None None None None
Redemption Fee None None None None None
Exchange Fee None None None None None

Annual Fund Operating Expenses
(expenses deducted from Fund assets)
Management Fees 1.10%* 1.50% .85% .85% .85%
Distribution (12b-1) Fees None None None None None
Other Expenses None .03% None .02% .02%
Total Annual Fund
Operating Expenses 1.10% 1.53% .85% .87% .87%
Less Manager's Fee Waiver/Payments N/A (.43%)*** N/A N/A N/A
Revised Total Annual Fund
Operating Expenses 1.10% 1.10% .85% .87% .87%

UMB Scout UMB Scout UMB Scout
Kansas Tax- Money Market Fund Tax-Free
Exempt Bond Federal Prime Money Market
Fund Fund Fund Fund
Shareholder Fees
(fees paid directly from
your investment)
Maximum Sales Charge (Load)
Imposed on Purchases None None None None
Maximum Deferred
Sales Charge (Load) None None None None
Maximum Sales Charge (Load)
Imposed on Reinvested
Dividends None None None None
Redemption Fee None None None None
Exchange Fee None None None None

Annual Fund Operating Expenses
(expenses deducted from Fund assets)
Management Fees .50% .50% .50% .50%
Distribution (12b-1) Fees None None None None
Other Expenses None .01% .01% .02%
Total Annual Fund
Operating Expenses .50% .50% .51% .52%
Less Manager's Fee Waiver/Payments N/A N/A N/A N/A
Revised Total Annual Fund
Operating Expenses .50% .51% .51% .52%

* Under its Management Agreement with the UMB Scout WorldWide
and UMB Scout WorldWide Select Funds, UMB Bank, n.a. will
receive management fees from each Fund based upon an annual
rate of 1.10% of the first $500 million of average daily net
assets, 1.00% of the next $500 million and .90 of 1% on
average daily net assets over $1 billion.
** The Manager of the UMB Scout Equity Index Fund has entered
into an agreement to waive its fees and/or make expense payments
through the fiscal year ending June 30, 2001 so that actual
total net annual fund operating expenses do not exceed 0.30% of
average daily net assets.
*** The Manager of the UMB Scout Technology Fund has entered into
an agreement to waive its fees and/or to make expense payments
through the fiscal year ending June 30, 2001 so that actual
total net annual fund operating expenses do not exceed 1.10% of
average daily net assets.

Examples

The following examples are intended to help you compare the cost of investing in
the Funds with the cost of investing in other mutual funds. The examples assume
that you invest $10,000 in the Fund for the time periods indicated and then
redeem all your shares at the end of those periods. The examples also assume
that your investment has a 5% return each year and that the Fund's operating
expenses remain the same. Although your actual costs may be higher or lower,
based on these assumptions your costs would be:

UMB Scout UMB Scout UMB Scout UMB Scout UMB Scout
Stock Stock Select Equity Index Regional WorldWide
Fund Fund Fund Fund Fund

1 Year $ 89 $ 87 $ 31 $ 93 $ 115
3 Years $ 278 $ 271 $ 128 $ 290 $ 359
5 Years $ 482 $ 471 $ 224 $ 504 $ 622
10 Years $1,073 $1,049 $ 505 $1,120 $1,375

UMB Scout UMB Scout
WorldWide UMB Scout Capital UMB Scout UMB Scout
Select Technology Preservation Balanced Bond
Fund Fund Fund Fund Fund

1 Year $ 112 $ 112 $ 87 $ 89 $ 89
3 Years $ 350 $ 474 $ 271 $ 278 $ 278
5 Years $ 606 $ 818 $ 471 $ 482 $ 482
10 Years $1,340 $1,791 $1,049 $1,073 $1,073

UMB Scout UMB Scout UMB Scout
Kansas Tax- Money Market Fund Tax-Free
Exempt Bond Federal Prime Money Market
Fund Fund Fund Fund

1 Year $ 51 $ 52 $ 52 $ 54
3 Years $ 160 $ 164 $ 164 $ 170
5 Years $ 280 $ 285 $ 285 $ 296
10 Years $ 628 $ 640 $ 640 $ 665

INVESTMENT ADVISOR AND MANAGER

UMB Bank, n.a. is each Fund's Manager and Investment Advisor and is located at
1010 Grand, Kansas City, Missouri. UMB Bank, n.a. maintains an experienced
investment analysis and research staff that serves a broad variety of
individual, corporate and institutional clients.

A management team led by William Greiner has been responsible for investment
decisions for the UMB Scout Technology Fund since its inception in April, 2000.
The same team has also been responsible for UMB Scout Regional Fund and UMB
Scout Bond Fund since October, 2000. Mr. Greiner has been the chief investment
officer at UMB Bank since 1999. Prior to that, he managed investments at
Northern Trust Company, Chicago, Illinois. Mr. Greiner has over 16 years of
investment management experience. James L. Moffett has been portfolio manager
of UMB Scout Stock Fund and UMB Scout Stock Select Fund since May 1999. In
addition, he has managed UMB Scout WorldWide Fund and UMB Scout WorldWide Select
Fund since 1993 and May 1999, respectively. He is a Chartered Financial Analyst
and has over 32 years of investment management experience. He joined UMB Bank,
n.a. (previously Commercial National Bank) in 1979. David R. Bagby has been
portfolio manager of UMB Scout Capital Preservation Fund since 1998. He joined
UMB Bank, n.a, in 1993 and is a Chartered Financial Analyst with over 26 years
of investment management experience. James A. Reed II assumed portfolio
management responsibility for UMB Scout Balanced Fund in October, 2000. M.
Kathryn Gellings and Rex Matlack have been portfolio managers of UMB Scout
Kansas Tax-Exempt Bond Fund since 1998. Ms. Gellings joined UMB Bank, n.a. in
1986 and has 13 years of investment experience. Mr. Matlack has 18 years of
investment experience and joined UMB Bank, n.a. in 1993. He is a Chartered
Financial Analyst. William A. Faust has been 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 29 years of investment management
experience. J. Eric Kelley has been portfolio manager of UMB Scout Tax-Free
Money Market Fund since 1996. He joined UMB Bank, n.a. in 1995 and has over
nine years of investment experience.

As Manager, UMB Bank, n.a. 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 auditors and legal counsel; officers, directors and
other personnel; rent; shareholder services; and other items incidental to
corporate administration. Operating expenses not required in the normal
operation of a Fund are payable by the Fund. These expenses include taxes,
interest, governmental charges and fees, including registration of the Funds'
shares with the Securities and Exchange Commission and fees payable to various
states. Each Fund also pays its own brokerage costs, dues, and all extraordinary
costs including expenses arising out of anticipated or actual litigation or
administrative proceedings.

UMB Bank, n.a. employs Jones & Babson, Inc. at its own expense to provide
shareholder accounting system and transfer agency services. Jones & Babson
also acts as the Funds' principal underwriter and distributor. Jones & Babson
is a mutual fund servicing organization that was founded in 1959.

For its services, UMB Scout Stock Fund, UMB Scout Stock Select Fund, UMB Scout
Regional Fund, UMB Scout Capital Preservation Fund, UMB Scout Balanced Fund
and UMB Scout Bond Fund each pay UMB Bank, n.a. a fee at the annual rate of
85/100 of one percent (0.85%) of their average daily net assets. For its
services, UMB Scout WorldWide Fund and UMB Scout WorldWide Select Fund each
pay UMB Bank, n.a. a fee at the annual rate of one and ten percent (1.10%) of
average daily net assets. For its services, the UMB Scout Equity Index Fund
pays UMB Bank, n.a. a fee at the annual rate of 40/100 of one percent (0.40%)
of average daily net assets. Through the fiscal year ending June 30, 2001, the
manager has entered into a contractual agreement with the UMB Scout Equity
Index Fund to limit annual fund operating expenses to 30/100 of one percent
(0.30%) of average daily net assets. For its services, the UMB Scout Technology
Fund pays UMB Bank, n.a. a fee at the annual rate of one and one-half percent
(1.50%) of average daily net assets. Through the fiscal year ending June 30,
2001, the manager has entered into a contractual agreement with the UMB Scout
Technology Fund to limit annual fund operating expenses to 1.10% of average
daily net assets. In addition, UMB Scout Kansas Tax-Exempt Bond Fund, UMB Scout
Money Market Fund and UMB Scout Tax-Free Money Market Fund pay UMB Bank, n.a.
a fee at the annual rate of 50/100 of one percent (0.50%) of average daily net
assets. These fees are computed daily and paid semi-monthly.

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

UMB Bank, n.a. from its own resources, may compensate its affiliates for
marketing, shareholder servicing, recordkeeping and/or other services performed
with respect to the Fund's shares. This includes a fee paid by UMB Bank, n.a.
to UMB Scout Brokerage Services, Inc. on UMB Scout Fund shares held in customer
accounts at UMB Scout Brokerage Services, Inc.

INVESTMENT SUB-ADVISOR

UMB Bank, n.a. employs at its own expense Northern Trust Quantitative Advisors,
Inc. (The"Sub-Advisor"), an Illinois state-chartered trust company, to assist
in the day-to-day management function of the UMB Scout Equity Index Fund. The
Sub-Advisor and its affiliates administer in various capacities (including as
master trustee, investment manager and custodian) over $1 trillion of assets
as of December 31, 1999. The Sub- Advisor is located at 50 S. LaSalle Street,
Chicago, Illinois 60675.

FINANCIAL HIGHLIGHTS

UMB SCOUT STOCK FUND
The financial highlights table is intended to help you understand the Fund's
financial performance for the past five years pertaining to its UMB Scout Stock
Fund series. Certain information reflects financial results for a single share.
The total returns in the table represent the rate that an investor would have
earned (or lost) on an investment in the Fund (assuming reinvestment of all
dividends and distributions). This information has been audited by Baird, Kurtz
& Dobson, whose report, along with the Fund's financial statements, are
included in the Annual Report, which is available upon request.

YEARS ENDED JUNE 30,
2000 1999 1998 1997 1996

Net assets, beginning of year $20.53 $19.63 $18.33 $16.69 $16.36
Income from investment operations:
Net investment income 0.32 0.37 0.41 0.43 0.48
Net realized and unrealized
gains on securities 0.16 2.18 2.33 2.23 1.36
Total from investment operations 0.48 2.55 2.74 2.66 1.84

Distributions from:
Net investment income (0.27) (0.41) (0.40) (0.42) (0.47)
Net realized gain
on investment transactions (2.24) (1.24) (1.04) (0.60) (1.04)
Total distributions (2.51) (1.65) (1.44) (1.02) (1.51)

Net asset value, end of year $18.50 $20.53 $19.63 $18.33 $16.69

Total return 3% 14% 15% 16% 12%

Ratios/Supplemental Data
Net assets, end of year (in millions) $ 147 $ 182 $ 195 $ 193 $ 171
Ratio of expenses to average net assets 0.87% 0.87% 0.86% 0.86% 0.85%
Ratio of net investment income
to average net assets 1.29% 1.93% 2.07% 2.48% 2.81%
Portfolio turnover rate 30% 14% 10% 16% 28%

UMB SCOUT STOCK SELECT FUND

The financial highlights table is intended to help you understand the Fund's
financial performance since inception pertaining to its UMB Scout Stock Select
Fund series. Certain information reflects financial results for a single share.
The total returns in the table represent the rate that an investor would have
earned (or lost) on an investment in the Fund (assuming reinvestment of all
dividends and distributions). This information has been audited by Baird, Kurtz
& Dobson, whose report, along with the Fund's financial statements, are
included in the Annual Report, which is available upon request.

YEAR ENDED MAY 17, 1999
JUNE 30, 2000 TO JUNE 30, 1999*

Net asset value, beginning of period $ 10.08 $ 10.00

Income from investment operations:
Net investment income 0.10 0.01
Net realized and unrealized
gains on securities (0.48) 0.07
Total from investment operations (0.38) 0.08

Distributions from:
Net investment income (0.10) -
Net realized gain on investment
transactions (0.01) -
Total distributions (0.11) -

Net asset value, end of year $ 9.59 $ 10.08

Total return (4%) 6%**

Ratios/Supplemental Data
Net assets, end of year (in millions) $ 9 $ 2
Ratio of expenses to average net assets 0.80% 0.85%
Ratio of net investment income to average
net assets 1.26% 2.35%
Portfolio turnover rate 11% 7%

*The Fund was capitalized on March 17, 1999, with $100,000, representing
10,000 shares at a net asset value of $10.00 per share. Initial public offering
was made on May 17, 1999, at which time net asset value was $10.00 per share.
Ratios for this initial period of operation are annualized.

**The return is not annualized

UMB SCOUT EQUITY INDEX FUND

The financial highlights table is intended to help you understand the Fund's
financial performance since inception. Certain information reflects financial
results for a single share. The total return in the table represents the rate
that an investor would have earned (or lost) on an investment in the Fund
(assuming reinvestment of all dividends and distributions). This information
has been audited by Baird, Kurtz & Dobson, whose report, along with the Fund's
financial statements, are included in the Annual Report, which is available
upon request.

JUNE 30, 2000*
Net asset value, beginning of period $ 10.00

Income from investment operations:
Net investment income 0.01
Net realized and unrealized gains on securities 0.01
Total from investment operations 0.02

Net asset value, end of period $ 10.02

Total return 0%**

Ratios/Supplemental Data
Net assets, end of period (in millions) $ 15
Ratio of expenses to average net assets 0.30%
Ratio of net investment income to average net assets 1.21%
Portfolio turnover rate 12%

*The Fund was capitalized on April 12, 2000, with $100,000, representing
10,000 shares at a net asset value of $10.00 per share. Initial public offering
was made on May 1, 2000, at which time net asset value was $10.00 per share.

Ratios for this initial period of operation are annualized.
**The return is not annualized

UMB SCOUT REGIONAL FUND

The financial highlights table is intended to help you understand the Fund's
financial performance for the past five years. Certain information reflects
financial results for a single share. The total returns in the table represent
the rate that an investor would have earned (or lost) on an investment in the
Fund (assuming reinvestment of all dividends and distributions). This
information has been audited by Baird, Kurtz & Dobson, whose report, along
with the Fund's financial statements, are included in the Annual Report, which
is available upon request.

JANUARY 1, YEAR
1996 ENDED
TO DECEMBER
YEARS ENDED JUNE 30, JUNE 30, 31,
2000 1999 1998 1997 1996* 1995
Net asset value, beginning of
period $ 11.39 $ 11.76 $ 11.21 $ 10.38 $ 10.11 $ 9.20

Income from investment
operations:
Net investment income 0.13 0.19 0.20 0.22 0.10 0.19
Net realized and
unrealized gains or
(losses) on securities (1.12) 0.18 1.38 1.32 0.67 1.62
Total from investment
operations (0.99) 0.37 1.58 1.54 0.77 1.81

Distributions from:
Net investment income (0.10) (0.22) (0.22) (0.18) (0.10) (0.19)
Net realized gain
on investment
transactions (0.48) (0.52) (0.81) (0.53) (0.40) (0.71)
Total distributions (0.58) (0.74) (1.03) (0.71) (0.50) (0.90)

Net asset value, end of period $ 9.82 $ 11.39 $ 11.76 $ 11.21 $ 10.38 $ 10.11

Total return (9%) 4% 14% 15% 15% 20%

Ratios/Supplemental Data
Net assets, end of period
(in millions) $ 30 $ 44 $ 50 $ 49 $ 42 $ 36
Ratio of expenses to
average net assets 0.91% 0.89% 0.85% 0.87% 0.86% 0.89%
Ratio of net investment income
to average net assets 1.43% 1.76% 1.54% 2.09% 1.94% 1.95%

Portfolio turnover rate 16% 13% 13% 20% 29% 37%

*Ratios for this period of operation are annualized.

UMB SCOUT WORLDWIDE FUND

The financial highlights table is intended to help you understand the Fund's
financial performance for the past five years pertaining to its UMB Scout
WorldWide Fund series. Certain information reflects financial results for a
single share. The total returns in the table represent the rate that an investor
would have earned (or lost) on an investment in the Fund (assuming reinvestment
of all dividends and distributions). This information has been audited by Baird,
Kurtz & Dobson, whose report, along with the Fund's financial statements, are
included in the Annual Report, which is available upon request. The information
for the fiscal year ending on December 31, 1995, is covered by the report of
other auditors.

JANUARY 1, YEAR
1996 ENDED
TO DECEMBER
YEARS ENDED JUNE 30, JUNE 30, 31,
2000 1999 1998 1997 1996* 1995
Net asset value, beginning of
period $ 20.38 $ 18.62 $ 16.00 $ 12.90 $ 12.08 $ 10.84

Income from investment
operations:
Net investment income 0.28 0.26 0.29 0.26 0.14 0.22
Net realized and
unrealized gains or
on securities 3.64 1.75 2.87 3.12 0.86 1.36
Total from investment
operations 3.92 2.01 3.16 3.38 1.00 1.58

Distributions from:
Net investment income (0.12) (0.23) (0.32) (0.21) (0.14) (0.22)
Net realized gain
on investment
transactions (0.71) (0.02) (0.22) (0.07) (0.04) (0.12)
Total distributions (0.83) (0.25) (0.54) (0.28) (0.18) (0.34)

Net asset value, end of period $ 23.47 $ 20.38 $ 18.62 $ 16.00 $ 12.90 $ 12.08

Total return 19% 11% 20% 26% 17%** 15%

Ratios/Supplemental Data
Net assets, end of period
(in millions) $ 302 $ 181 $ 83 $ 48 $ 31 $ 24
Ratio of expenses to
average net assets 0.91% 0.86% 0.87% 0.86% 0.85% 0.85%
Ratio of net investment income
to average net assets 1.29% 1.69% 2.01% 1.93% 2.40% 1.97%

Portfolio turnover rate 8% 8% 3% 18% 5% 27%

*Ratios for this initial period of operation are annualized.
**The return is not annualized.

UMB SCOUT WORLDWIDE SELECT FUND

The financial highlights table is intended to help you understand the Fund's
financial performance since inception pertaining to its UMB Scout WorldWide
Select Fund series. Certain information reflects financial results for a
single share. The total returns in the table represent the rate that an
investor would have earned (or lost) on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information has been
audited by Baird, Kurtz & Dobson, whose report, along with the Fund's financial
statements, are included in the Annual Report, which is available upon request.

YEAR ENDED MAY 17, 1999
JUNE 30, 2000 TO JUNE 30, 1999*

Net asset value, beginning of period $ 10.20 $ 10.00

Income from investment operations:
Net investment income 0.10 0.01
Net realized and unrealized gains
on securities 1.75 0.19
Total from investment operations 1.85 0.20

Distributions from:
Net investment income (0.10) -
Net realized gain on investment
transactions (0.05) -
Total distributions (0.15) -

Net asset value, end of period $ 11.90 $ 10.20

Total return 18% 16%**

Ratios/Supplemental Data
Net assets, end of period (in millions) $ 36 $ 3
Ratio of expenses to average net assets 0.85% 0.85%
Ratio of net investment income to average
net assets 1.53% 1.90%
Portfolio turnover rate 6% 6%

*The Fund was capitalized on March 17, 1999, with $100,000, representing 10,000
shares at a net asset value of $10.00 per share. Initial public offering was
made on May 17, 1999, at which time net asset value was $10.00 per share.Ratios
for this initial period of operation are annualized.

**The return is not annualized.

UMB SCOUT TECHNOLOGY FUND

APRIL 28, 2000
TO JUNE 30, 2000*
Net asset value, beginning of period $ 10.00

Income from investment operations:
Net realized and unrealized gains on securities 0.08
Total from investment operations 0.08

Net asset value, end of period $ 10.08

Total return 1%**

Ratios/Supplemental Data
Net assets, end of year (in millions) $ 5
Ratio of expenses to average net assets 1.10%
Ratio of net investment income to average net assets (0.13%)
Portfolio turnover rate 10%

*The Fund was capitalized on April 12, 2000, with $100,000, representing 10,000
shares at a net asset value of $10.00 per share. Initial public offering was
made on May 1, 2000, at which time net asset value was $10.00 per share.

Ratios for this initial period of operation are annualized.

**The return is not annualized
<PAGE>

ABA #101000695
For UMB Scout Funds/ AC=98 01186957

Please provide your fund number, account number and name on account

How to open an account

Call us first to get an account number. We will require information such as
your Social Security or Taxpayer Identification Number, the amount being wired
($1,000 minimum), and the name and telephone number of the wiring bank. Then
tell your bank to wire the amount. You must send us a completed application
as soon as possible or payment of your redemption proceeds may be delayed.

How to add to an account

Wire share purchases ($500 minimum) should include the names of each account
owner, your account number and the UMB Scout Fund in which you are purchasing
shares. You should notify us by telephone that you have sent a wire purchase
order to UMB Bank, n.a.

How to sell shares

Redemption proceeds ($500 minimum) may be wired to your pre-identified bank
account. A minimal fee may be deducted. If we receive your request before
4:00 p.m. (Eastern Standard Time) we will normally wire funds the following
business day. If we receive your request later in the day, we will normally
wire funds on the second business day. Contact your bank about the time of
receipt and availability.

How to exchange shares

Not applicable.

Through automatic transaction plans

You must authorize each type of automatic transaction on your account
application or complete an authorization form, available from us upon request.
All registered owners must sign.

How to open an account

Not applicable.

How to add to an account

Automatic Monthly Investment:
You may authorize automatic monthly investments in a constant dollar amount
($50 minimum) from your checking account. We will draft your checking account
on the same day each month in the amount you authorize.

How to sell shares

Systematic Redemption Plan:
You may specify a dollar amount ($50 minimum) to be withdrawn monthly or
quarterly or have your shares redeemed at a rate calculated to exhaust the
account at the end of a specified period. A fee of $1.50 or less may be charged
for each withdrawal. You must own shares in an open account valued at $10,000
when you first authorize the systematic redemption plan. You may cancel or
change your plan or redeem all your shares at any time. We will continue
withdrawals until your shares are gone or until the Fund or you cancel the plan.

How to exchange shares

Monthly Exchanges:
You may authorize monthly exchanges from your account ($100 minimum) to another
UMB Scout Fund. Exchanges will be continued until all shares have been exchanged
or until you terminate the service. You must own shares in an open account
valued at $2,500 or more when you first authorize monthly exchanges.

UMB Scout Funds
100% No-Load Mutual Funds
Stock Fund
Stock Select Fund
Equity Index Fund
Regional Fund
WorldWide Fund
WorldWide Select Fund
Technology Fund
Capital Preservation Fund
Balanced Fund
Bond Fund
Kansas Tax-Exempt Bond Fund*
Money Market Fund
Federal Portfolio
Prime Portfolio
Tax-Free Money Market Fund

*Available in Kansas and Missouri only.

Investment Advisor and Manager
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

Additional Information

The Statement of Additional Information (SAI) contains additional information
about the Funds and is incorporated by reference into this Prospectus. The
Funds' annual and semi-annual reports to shareholders contain additional
information about the Funds' investments. In each Fund's annual report, you
will find a discussion of the market conditions and investment strategies that
significantly affected each Fund's performance during its last fiscal year.

You may obtain a free copy of these documents by contacting the Funds by
telephone, mail or e-mail as shown below. You also may call the toll-free
number given below to request other information about the Funds and to make
shareholder inquiries.

You may review and copy the SAI and other information about the Funds by
visiting the Securities and Exchange Commission's Public Reference Room in
Washington, DC (1-202-942-8090) or by visiting the Commission's Internet site
at http://www.sec.gov. Copies of this information also may be obtained, upon
payment of a duplicating fee, by electronic request at [email protected], or
by writing to the Public Reference Section of the Commission,Washington, DC
20549-0102.

SEC registration numbers
811-3557 Stock Fund 811-7472 WorldWide Select Fund
811-3558 Bond Fund 811-3557 Stock Select Fund
811-09813 Technology Fund 811-08513 Kansas Tax-Exempt Bond Fund
811-09813 Equity Index Fund 811-08511 Capital Preservation Fund
811-3528 Money Market Fund
811-4860 Regional Fund
811-7323 Balanced Fund
811-3556 Tax-Free Money Market Fund
811-7472 WorldWide Fund

UMB Scout Funds

P.O. Box 219757
Kansas City, MO 64121-9757

Toll Free 800-996-2862

www.umb.com

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

<PAGE>
PART B

UMB SCOUT EQUITY INDEX FUND
UMB SCOUT STOCK FUND
UMB SCOUT REGIONAL FUND
UMB SCOUT WORLDWIDE FUND
UMB SCOUT TECHNOLOGY FUND
UMB SCOUT CAPITAL PRESERVATION FUND
UMB SCOUT BALANCED FUND
UMB SCOUT BOND FUND
UMB SCOUT KANSAS TAX-EXEMPT BOND FUND
UMB SCOUT MONEY MARKET FUND
UMB SCOUT TAX-FREE MONEY MARKET FUND
UMB SCOUT STOCK SELECT FUND
UMB SCOUT WORLDWIDE SELECT FUND

STATEMENT OF ADDITIONAL INFORMATION

October 31, 2000

This Statement of Additional Information is not a Prospectus but
should be read in conjunction with the current Funds' Prospectus
dated October 31, 2000. To obtain the Prospectus or any Annual or
Semi-Annual Report to shareholders, please call the Fund toll-free
at 1-800-996-2862, or in the Kansas City area 816-751-5900.

JB61

TABLE OF CONTENTS
Page
Introduction 3
Investment Objective, Strategies and Risks 3
UMB Scout Equity Index Fund 3
UMB Scout Stock Fund 4
UMB Scout Regional Fund 4
UMB Scout WorldWide Fund 5
UMB Scout Technology Fund 6
UMB Scout Capital Preservation Fund 7
UMB Scout Balanced Fund 8
UMB Scout Bond Fund 8
UMB Scout Kansas Tax-Exempt Bond Fund 9
UMB Scout Money Market Fund 16
UMB Scout Tax-Free Money Market Fund 17
UMB Scout WorldWide Select Fund 18
UMB Scout Stock Select Fund 19
Investment Policy Related to All Funds 19
Risk Factors 20
Risk Factors Applicable to Foreign Investments 20
Risk Factors Applicable to Repurchase Agreements 21
Risk Factors Applicable to Money Market Instruments 21
Risk Factors Applicable to Inverse Floaters 21
Risk Factors Applicable to Futures Transactions 21
Investment Restrictions 22
Portfolio Transactions 29
Performance Measures 30
Yield of UMB Scout Money Market Fund and UMB Scout Tax-Free Money
Market Fund 30
Tax Equivalent Yield of UMB Scout Kansas Tax-Exempt Bond Fund 31
Total Return 31
Performance Comparisons 32
How the Funds' Shares are Distributed 33
How Share Purchases are Handled 33
Redemption of Shares 34
Signature Guarantees 35
Additional Purchase and Redemption Policies 35
Holidays 36
Dividends, Distributions and Taxes 37
Management and Investment Advisor 39
Officers and Directors 40
Compensation Table 42
Underwriter and Distributor 42
Transfer Agent 42
Custodian 42
Independent Auditors 43
General Information and History 43
Fixed Income Securities Ratings 44
Municipal Securities Ratings 48
Financial Statements 50

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

INTRODUCTION

The UMB Scout Funds (the "Funds'), except for the UMB Scout Kansas Tax-Exempt
Bond Fund, are classified as open-end, diversified management investment
companies under the Investment Company Act of 1940, as amended (the "1940
Act"). Under the 1940 Act, diversified generally means that each Fund may
not, with respect to 75% of its total assets, invest more than 5% of its total
assets in securities of any one issuer (except obligations issued or
guaranteed by the U.S. government, its agencies or instrumentalities and
securities issued by investment companies) or purchase more than 10% of the
voting securities of any one issuer.

The UMB Scout Kansas Tax-Exempt Bond Fund is a non-diversified management
investment company under the 1940 Act. 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. In
particular, the Fund is more susceptible to any single adverse economic or
political occurrence or development affecting issuers of Kansas municipal
obligations.

This Statement of Additional Information (SAI) supplements the information
contained in the combined Prospectus for the Funds. The Prospectus outlines
the principal investment strategies and risks of the Funds, and this SAI
contains some of the same information, as well as information about additional
strategies and risks.

INVESTMENT OBJECTIVES, STRATEGIES AND RISKS

UMB Scout Equity Index Fund
The UMB Scout Equity Index Fund seeks to provide investment results that
track, as closely as possible, the performance of the Standard & Poor'sr 500
Composite Stock Price Index (the "S&P 500r Index").

The S&P 500r Index is a market value-weighted index consisting of 500 common
stocks which are traded on the New York Stock Exchange, American Stock
Exchange and the Nasdaq National Market System and selected by Standard &
Poor's Corporation ("Standard & Poor's") through a detailed screening process
starting on a macro-economic level and working toward a micro-economic level
dealing with company-specific information such as market value, industry group
classification, capitalization and trading activity. Standard & Poor's
primary objective for the S&P 500r Index is to be the performance benchmark
for the U.S. equity markets. The companies chosen for inclusion in the S&P
500r Index tend to be leaders in important industries within the U.S. economy.
However, companies are not selected by Standard & Poor's for inclusion because
they are expected to have superior stock price performance relative to the
market in general or other stocks in particular. Standard & Poor's makes no
representation or warranty, implied or express, to purchasers of UMB Scout
Equity Index Fund shares or any member of the public regarding the
advisability of investing in the Fund or the ability of the S&P 500r Index to
track general stock market performance.

"Standard & Poor's r", "S&Pr", "S&P 500r", "Standard & Poor's 500" are
trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use
by UMB Bank, n.a. (the "Licensee").

The UMB Scout Equity Index Fund is not sponsored, endorsed, sold or
promoted by Standard & Poor's, a division of The McGraw-Hill Companies, Inc.
("S&P"). S&Pr makes no representation or warranty, express or implied, to the
shareholders of the Fund or any member of the public regarding the
advisability of investing in securities generally or in the Fund particularly
or the ability of the S&P 500r Index to track general stock market
performance. S&P's only relationship to the Licensee is the licensing of
certain trademarks and trade names of S&Pr and of the S&P 500r Index which is
determined, composed and calculated by S&Pr without regard to the Licensee or
the Fund. S&Pr has no obligation to take the needs of the Licensee or the
shareholders of the Fund into consideration in determining, composing or
calculating the S&P 500r Index. S&Pr is not responsible for and has not
participated in the determination of the prices and amount of the Fund or the
timing of the issuance or sale of shares of the Fund or in the determination
or calculation of the equation by which shares of the Fund are to be
redeemed. S&Pr has no obligation or liability in connection with the
administration, marketing or trading of the Fund.

S&Pr DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P
500r INDEX OR ANY DATA INCLUDED THEREIN AND S&Pr SHALL HAVE NO LIABILITY FOR
ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&Pr MAKES NO WARRANTY,
EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, THE FUND,
SHAREHOLDERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE
S&P 500r INDEX OR ANY DATA INCLUDED THEREIN. S&Pr MAKES NO EXPRESS OR IMPLIED
WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P 500r INDEX OR
ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT
SHALL S&Pr HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE
POSSIBILITY OF SUCH DAMAGES.

Tracking Variance. The UMB Scout Equity Index Fund is subject to the risk of
tracking variance. Tracking variance may result from share purchases and
redemptions, transaction costs, expenses and other factors. Share purchases
and redemptions may necessitate the purchase and sale of securities by the
Fund and the resulting transaction costs which may be substantial because of
the number and the characteristics of the securities held. In addition,
transaction costs are incurred because sales of securities received in
connection with spin-offs and other corporate organizations are made to
conform the Fund's holdings with its investment objective. Tracking variance
may also occur due to factors such as the size of the Fund, the maintenance of
a cash reserve pending investment or to meet expected redemptions, changes
made in the S&P 500r Index or the manner in which the Index is calculated or
because the indexing and investment approach of the Investment Advisor does
not produce the intended goal of the Fund. In the event the performance of
the Fund is not comparable to the performance of the S&P 500r Index, the Board
of Trustees will evaluate the reasons for the deviation and the availability
of corrective measures. If substantial deviation in the Fund's performance
were to continue for extended periods, it is expected that the Board of
Trustees would consider recommending to shareholders possible changes to the
Fund's investment objective.

UMB Scout Stock Fund
The Fund will normally invest at least 80% of its total assets (exclusive of
cash) in common stocks. 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.

The Fund intends to hold some cash, short-term debt obligations, government
securities or other high-quality investments for reserves to cover redemptions
and unanticipated expenses. There may be times, however, when the Funds
attempt to respond to adverse market, economic, political or other conditions
by investing up to 100% of its assets in those types of investments for
temporary, defensive purposes. During those times, the Fund will not be able
to pursue its investment objective and, instead, will focus on preserving your
investment.

UMB Scout Regional Fund
The Fund will seek to achieve its objective by normally 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. While the Fund's investments will be concentrated in
the eight-state region previously described, 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 Investors Service, Inc.
("Moody's") or Standard & Poor's Corporation ("S&P"), 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
manager 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.

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 "Risk Factors Applicable to Repurchase Agreements."

UMB Scout WorldWide Fund
UMB Scout WorldWide Fund intends to invest at least 80% of its assets 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. However, the Fund reserves the right to invest directly in foreign
securities or to purchase American Depository Receipts (ADR's), 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.

In pursuing its investment objective, 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 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 advisor
intends to select "investment grade" issues of foreign debt securities which
are comparable to a Baa or higher rating by Moody's or a BBB or higher rating
by S&P, 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 that 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 more than 5% of
its portfolio 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
that 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 currency transactions 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 its anticipated devaluation level.

The Fund intends to diversify its investments broadly among countries and will
normally be invested in issuers 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.

The Fund intends to hold some cash, short-term debt obligations, government
securities or other high-quality investments for reserves to cover redemptions
and unanticipated expenses. There may be times, however, when the Fund
attempts to respond to adverse market, economic, political or other
conditions, by investing up to 100% of its assets in those types of
investments for temporary defensive purposes.

UMB Scout Technology Fund
The Fund will, under normal market conditions, invest at least 65% of the
value of its total assets in securities of companies principally engaged in
technology business activities. An issuer is considered principally engaged
in technology business activities if such issuer is listed on the Morgan
Stanley High-Technology 35 Index (the "Morgan Stanley Index"), the Hambrecht
and Quist Technology Index (the "H&Q Index"), the SoundView Technology Index,
the technology groupings of the S&P 500r Index or any other comparable index.

Warrants. The UMB Scout Technology Fund may purchase warrants and similar
rights, which are privileges issued by corporations enabling the owners to
subscribe to and purchase a specified number of shares of the corporation at a
specified price during a specified period of time. The prices of warrants do
not necessarily correlate with the prices of the underlying shares. The
purchase of warrants involves the risk that the Fund could lose the purchase
value of a warrant if the right to subscribe to additional shares is not
exercised prior to the warrant's expiration. Also, the purchase of warrants
involves the risk that the effective price paid for the warrant added to the
subscription price of the related security may exceed the value of the
subscribed security's market price such as when there is no movement in the
level of the underlying security.

Convertible Securities. Convertible securities entitle the holder to receive
interest paid or accrued on debt or the dividend paid on preferred stock until
the convertible securities mature or are redeemed, converted or exchanged.
Prior to conversion, convertible securities have characteristics similar to
ordinary debt securities in that they normally provide a stable stream of
income with generally higher yields than those of common stock of the same or
similar issuers. Convertible securities rank senior to common stock in a
corporation's capital structure and therefore generally entail less risk than
the corporation's common stock, although the extent to which such risk is
reduced depends in large measure upon the degree to which the convertible
security sells above its value as a fixed-income security. In selecting
convertible securities, the Investment Advisor will consider, among other
factors: an evaluation of the creditworthiness of the issuers of the
securities; the interest or dividend income generated by the securities; the
potential for capital appreciation of the securities and the underlying common
stocks; the prices of the securities relative to other comparable securities
and to the underlying common stocks; whether the securities are entitled to
the benefits of sinking funds or other protective conditions; diversification
of the Fund's portfolio as to issuers; and whether the securities are rated by
a rating agency and, if so, the ratings assigned.

UMB Scout Capital Preservation Fund
The Fund will invest in equity securities of companies with a significant
potential for earnings growth or revaluation of assets. Normally the Fund
will invest at least 65% of its total assets in equity securities. 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 Depositary
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. See Risk Factors Applicable to
Foreign Investments, page 21.

The Fund will not be restricted as to market capitalization. Additionally,
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
invest up to 100% of its assets in those types of investments. 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 S&P.

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 or BBB or higher by S&P. In addition, the credit quality of
unrated securities purchased by the Fund must be, in the opinion of the fund's
advisor, at least equivalent to a Baa rating by Moody's or a BBB rating by
S&P. Although securities rated Baa by Moody's and BBB by S&P 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 S&P may continue to be held by the Fund until such time as they can be
disposed of in a reasonably practical manner.

UMB Scout Balanced Fund
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. The Fund intends to hold some of cash, short-term debt
obligations, government securities or other high-quality investments for
reserves to cover redemptions and other unanticipated expenses. When, in the
manager's judgment, market conditions warrant, the Fund may invest up to 100%
of its assets in those types of investments for temporary defensive purposes.

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 GovernmentNational 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 Services; 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 or by S&P.
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. In addition, the credit
quality of unrated securities purchased by the Fund must be, in the
opinion of the Fund's advisor, at least equivalent to a Baa rating by
Moody's or a BBB rating by S & P.

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 for companies rated P-2 or higher by Moody's or A-2 or
higher by S&P.

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

UMB Scout Bond Fund
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 (Aaa, Aa, and A) or S&P (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.

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
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 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.

UMB Scout Kansas Tax-Exempt Bond Fund
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 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 revenue 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.

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 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 price 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 lease 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 fails
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 meets 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.

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.

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 that 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 that 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 advisor) 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 that 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 various problems such as 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; achieving
timely and adequate rate relief from regulatory commissions; and 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 that 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 advisor, 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 advisor 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 advisor 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 advisor 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 advisor'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 advisor 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.

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 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 more or less than the Fund agreed to
pay for them. 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. Additionally, the
Fund may purchase instruments that give it the option to purchase a municipal
obligation when and if issued.

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 that 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.

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 10 years. The Fund may, however, purchase
individual municipal bonds with maturities of 20 years or greater.

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 S&P, 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 S&P, or F2 or higher by Fitch's, with comparable
rating restrictions for municipal notes.

Kansas. The Kansas economy diversified from farming/agribusiness to aerospace
manufacturing (mainly around the Wichita area). In 1999, the state
experienced some new job creation in the sectors of construction, finance,
insurance and the general service area. The outlook for 2000 and the years in
the future remain positive for job creation in the state of Kansas. The
unemployment rate for the state of Kansas continues to be lower than the
national rate.

The population in the state of Kansas has grown from 2,638,667 in 1998 to
2,654,052 in 1999. Johnson County lead the state in new jobs created during
1998.

Kansas has no general obligation debt, and relatively few bonds that are
issued and 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 laws),
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 in effect as of the date of this
Statement of Additional Information; investors in other states may be subject
to state income taxation. 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 money market instruments for
the purpose of maximizing income consistent with safety of principal and
liquidity. 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.
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.

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.

Pursuant to Rule 2a-7 of the 1940 Act, 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
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.
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.

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.

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 advisor to
determine whether or not this Fund is an appropriate investment from them.

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.

Prices of and yields on municipal securities depend on a variety of factors,
such as changes in interest rates, 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
income of UMB Scout Tax-Free Money Market Fund and the yield on its shares can
be expected to change as the level of interest rates fluctuates.

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.

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 U.S. Government, its agencies 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 S&P or Prime-2 or better by
Moody's, 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 that 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 U.S. Treasury
or U.S. Government agencies subject to repurchase agreements entered into with
the seller of the issue.

UMB Scout WorldWide Select Fund
In addition to the Fund's principal investment strategy as described in the
prospectus, the Fund may also seek income by investing in fixed-income
securities of foreign governments or companies if the investment advisor
believes that market or economic conditions make those investments more
attractive than investments in equity securities. The Fund will generally
select fixed-income securities which have credit ratings or characteristics
that are comparable to "investment grade" ratings, defined as Baa or higher by
Moody's or BBB or higher by S&P. 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.

The Fund's investment management policies will 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 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 the value of the company as well as 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. The Fund believes the
intrinsic worth and consequent value of the stock of most well managed and
successful companies usually do not change rapidly, even though wide
variations in the price may occur. So normally, long-term positions in stocks
will be taken and maintained while the company's record and prospects continue
to meet with management's approval. The Fund does not intend to hold fixed
income assets in excess of 5% of the 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.

For purposes including but not limited to meeting redemptions and
unanticipated expenses, the Fund may invest a portion of its assets in cash or
high-quality, short-term debt obligations readily changeable into cash such
as:

(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 of companies rated P-2 or higher by Moody's
or A-2 or higher by S&P, or if not rated by either Moody's or
S&P, a company's commercial paper 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;

(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; and

(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 the Federal Savings and
Loan Insurance Corporation.

There may be times, however, when the Fund attempts to respond to adverse
market, economic, political or other conditions, by investing up to 100% of
its assets in those types of investments for temporary defensive purposes.

UMB Scout Stock Select Fund
The Fund's principal investment strategy is to purchase common stocks with
above average potential for growth and income. The Fund may, however, change
its investment 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. 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.

(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;

There may be times, however, when the Funds attempt to respond to adverse
market, economic, political or other conditions by investing up to 100% of its
assets in those types of investments for temporary, defensive purposes.

INVESTMENT POLICIES RELATED TO THE FUNDS

Short-Term Debt Obligations. For cash management purposes including meeting
redemptions and unanticipated expenses, each Fund may invest a portion of its
assets in cash or high-quality, short-term debt obligations readily changeable
into cash such as:
(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 of companies rated P-2 or higher by Moody's
or A-2 or higher by S&Pr, or if not rated by either Moody's or
S&Pr, a company's commercial paper 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⪻

(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⪻ and

Repurchase Agreements. The Funds may invest in issues of the United States
Treasury or a United States government agency subject to repurchase
agreements. A repurchase agreement involves the sale of securities to the
Fund with the concurrent agreement by the seller to repurchase the securities
at the Funds' cost plus interest at an agreed rate upon demand or within a
specified time, thereby determining the yield during the Funds' period of
ownership. The result is a fixed rate of return insulated from market
fluctuations during such period. Under the 1940 Act, repurchase agreements are
considered loans by the Funds.

The Funds will enter into 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 of the Company.
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 will not
exceed 10% of the net assets of any Fund. With respect to the UMB Scout Stock
Select Fund and the UMB Scout WorldWide Select Fund, repurchase agreements
maturing in more than seven days and other illiquid securities will not exceed
15% of each Fund's net assets.

RISK FACTORS

Risk Factors Applicable to Foreign Investments. From time to time, UMB Scout
Technology Fund, UMB Scout WorldWide Fund and UMB Scout WorldWide Select Fund
may invest in companies located in developing countries. A developing country
is generally considered to be a country that 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. Neither the UMB Scout WorldWide Fund nor the UMB
Scout WorldWide Select Fund will invest more than 20% of its total assets in
companies located in developing countries.

The risks to which UMB Scout Technology Fund, UMB Scout WorldWide Fund and UMB
Scout WorldWide Select Fund are 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 Funds.

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.

Under normal circumstances the UMB Scout WorldWide Fund will invest at least
80%, and the UMB Scout WorldWide Select Fund will invest at least 90%, of its
assets in equity securities of foreign issuers. However, to meet the
liquidity needs of the Funds or when the Funds believe that investments should
be deployed in a temporary defensive posture because of economic or market
conditions, the Funds may invest all or a major portion of their 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 S&P or
Moody's 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 Funds may also hold cash and time deposits in foreign banks,
denominated in any major foreign currency.

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 Funds 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 Funds may not be able to
perfect their interest in the underlying securities. While the Funds'
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 principal
value of money market instruments are sensitive to short-term lending
conditions, and it is possible that an issuer may default. The UMB Scout
Money Market Fund and UMB Scout Tax-Free Money Market 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 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.

Risk Factors Applicable to Illiquid and Restricted Securities. Illiquid
securities include repurchase agreements and time deposits with
notice/termination dates of more than seven days, certain variable-amount
master demand notes that cannot be called within seven days, certain insurance
funding agreements (see below), certain unlisted over-the-counter options and
other securities that are traded in the U.S. but are subject to trading
restrictions because they are not registered under the Securities Act of 1933,
as amended (the "1933 Act").

UMB Scout Equity Index Fund, UMB Scout WorldWide Select Fund, UMB Scout Stock
Select Fund, UMB Scout Capital Preservation Fund, and UMB Scout Technology
Fund may invest up to 15% of its net assets in securities that are illiquid.
If otherwise consistent with their investment objectives and policies, the
Funds may purchase commercial paper issued pursuant to Section 4(2) of the
1933 Act and domestically traded securities that are not registered under the
1933 Act but can be sold to "qualified institutional buyers" in accordance
with Rule 144A under the 1933 Act ("Rule 144A Securities"). These securities
will not be considered illiquid so long as the investment advisor determines,
under guidelines approved by the Board of Trustees, that an adequate trading
market exists.

Because illiquid and restricted securities may be difficult to sell at an
acceptable price, they may be subject to greater volatility and may result in
a loss to a Fund. The practice of investing in Rule 144A Securities could
increase the level of a Fund's illiquidity during any period that qualified
institutional buyers become uninterested in purchasing these securities.

Risk Factors Applicable to Investment Companies. To the extent consistent
with its investment objective and policies, the UMB Scout Equity Index Fund,
UMB Scout Technology Fund, UMB Scout Kansas Tax-Exempt Bond Fund, UMB Scout
WorldWide Select Fund and UMB Scout Select Fund may invest in securities
issued by other investment companies. Investments by a Fund in other
investment companies will be subject to the limitations of the 1940 Act.

As a shareholder of another investment company, the Fund would be subject to
the same risks as any other investor in that company. In addition, it would
bear a proportionate share of any fees and expenses paid by that company.
These would be in addition to the advisory and other fees paid directly by the
Fund.

Risk Factors Applicable to Securities Lending. In order to generate
additional income, the UMB Scout Equity Index Fund, the UMB Scout Technology
Fund, the UMB Scout WorldWide Select Fund and the UMB Scout Stock Select Fund
may lend securities on a short-term basis to banks, broker-dealers or other
qualified institutions. In exchange, the Funds will receive collateral equal
to at least 100% of the value of the securities loaned. Securities lending
may represent no more than one-third the value of a Fund's total assets
(including the loan collateral). Any cash collateral received by a Fund in
connection with these loans may be invested in U.S. government securities and
other liquid high-grade debt obligations.

The main risk when lending portfolio securities is that the borrower might
become insolvent or refuse to honor its obligation to return the securities.
In this event, a Fund could experience delays in recovering its securities and
may incur a capital loss. In addition, a Fund may incur a loss in reinvesting
the cash collateral it receives.

INVESTMENT RESTRICTIONS

Fundamental Investment Restrictions

The Funds have adopted the following fundamental investment policies and
restrictions that cannot be changed without the approval of a "majority of the
outstanding voting securities" of the Fund. Under the 1940 Act, a "majority
of the outstanding voting securities" of a Fund means the vote of: (i) more
than 50% of the outstanding voting securities of the Fund; or (ii) 67% or more
of the voting securities of the Fund present at a meeting, if the holders of
more than 50% of the outstanding voting securities are present or represented
by proxy, whichever is less. With respect to the policies concerning
concentration, borrowing money and senior securities, legal or regulatory
limitations are explained in the investment restrictions. Such explanations
are not part of the fundamental investment restriction and may be modified
without shareholder approval to reflect changes in the legal and regulatory
requirements.

UMB Scout Equity Index Fund will not make investments that will result in the
concentration (as that term may be defined in the 1940 Act, any rule or order
thereunder, or U.S. Securities and Exchange Commission ("SEC") staff
interpretation thereof) of its investments in the securities of issuers
primarily engaged in the same industry.
UMB Scout Technology Fund will not make investments that will result in the
concentration (as that term may be defined in the 1940 Act, any rules or
orders thereunder, or SEC staff interpretation thereof) of its total assets in
a particular industry, except that it will invest more than 25% of its total
assets in the technology sector (which includes companies that develop or sell
computers, software and peripheral products). The SEC staff currently takes
the position that a mutual fund concentrates its investments in a particular
industry if 25% or more of its total assets are invested in issuers within the
industry. These restrictions do not limit either Fund from investing in
obligations issued or guaranteed by the U.S. government, or its agencies or
instrumentalities. In applying each Fund's fundamental policy concerning
industry concentration, it is a matter of non-fundamental policy that
investments in certain categories of companies will not be considered to be
investments in a particular industry. In particular, technology companies
will be divided according to their products and services, for example,
hardware, software, information services and outsourcing, or
telecommunications will each be a separate industry. Also, for example: (i)
financial service companies will be classified according to the end users of
their services, for example, automobile finance, bank finance and diversified
finance will each be considered a separate industry; (ii) asset-backed
securities will be classified according to the underlying assets securing such
securities; and (iii) utility companies will be divided according to their
services, for example, gas, gas transmission, electric and telephone will each
be considered a separate industry.

UMB Scout Equity Index Fund and UMB Scout Technology Fund will not: (1) borrow
money or issue senior securities, except as the 1940 Act, any rule thereunder,
or SEC staff interpretation thereof, may permit. The following sentence is
intended to describe the current regulatory limits relating to senior
securities and borrowing activities that apply to mutual funds and the
information in the sentence may be changed without shareholder approval to
reflect legal or regulatory changes. A fund may borrow up to 5% of its total
assets for temporary purposes and may also borrow from banks, provided that if
borrowings exceed 5%, the fund must have assets totaling at least 300% of the
borrowing when the amount of the borrowing is added to the fund's other
assets. The effect of this provision is to allow a fund to borrow from banks
amounts up to one-third (33 1/3%) of its total assets (including those assets
represented by the borrowing); (2) underwrite the securities of other issuers,
except that the Fund may engage in transactions involving the acquisition,
disposition or resale of its portfolio securities, under circumstances where
it may be considered to be an underwriter under the Securities Act of 1933;
(3) may not purchase or sell real estate, unless acquired as a result of
ownership of securities or other instruments and provided that this
restriction does not prevent the Fund from investing in issuers which invest,
deal or otherwise engage in transactions in real estate or interests therein,
or investing in securities that are secured by real estate or interests
therein; (4) purchase or sell physical commodities, unless acquired as a
result of ownership of securities or other instruments and provided that this
restriction does not prevent the Fund from engaging in transactions involving
futures contracts and options thereon or investing in securities that are
secured by physical commodities; (5) make loans, provided that this
restriction does not prevent the Fund from purchasing debt obligations,
entering into repurchase agreements, and loaning its assets to broker/dealers
or institutional investors.

Also, the UMB Scout Equity Index Fund and UMB Scout Technology Fund may not
change their classification from diversified to non-diversified without
shareholder approval.

In addition to the fundamental policies and investment restrictions described
above, and the various general investment policies described in the
Prospectus, the UMB Scout Equity Index Fund and the UMB Scout Technology Fund
will be subject to the following non-fundamental investment restrictions,
which may be changed by the Board of Trustees without shareholder approval.

(1) each Fund is permitted to invest in other investment companies, including
open-end, closed-end or unregistered investment companies, either within the
percentage limits set forth in the 1940 Act, any rule or order thereunder, or
SEC staff interpretation thereof, or without regard to percentage limits in
connection with a merger, reorganization, consolidation or other similar
transaction. However, neither Fund may operate as a fund of funds which
invests primarily in the shares of other investment companies as permitted by
Section 12(d)(1)(F) or (G) of the 1940 Act, if its own shares are utilized as
investments by such a fund of funds. Under current legal and regulatory
requirements, each Fund may invest up to 5% of its total assets in the
securities of any one investment company, but may not own more than 3% of any
investment company or invest more than 10% of its total assets in the
securities of other investment companies; (2) with respect to the UMB Scout
Technology Fund, it may invest in American Depository Receipts (ADRs), which
represent foreign securities and are traded on U.S. Exchanges or in the over-
the-counter market. However, the Fund reserves the right to invest directly
in foreign securities or to purchase European Deposit Receipts (EDRs) and
International Depository Receipts (IDRs), in bearer form, which are designed
for use in European and other securities markets; (3) each Fund may not invest
more than 15% of its net assets in securities which they can not sell or
dispose of in the ordinary course of business within seven days at
approximately the value at which the Fund has valued the investment; and (4)
each Fund will not borrow for the purpose of leveraging its investments. In
this regard, neither Fund will purchase portfolio securities when borrowings
exceed 5% of their respective total assets.

UMB Scout Stock Fund, UMB Scout Regional Fund, UMB Scout Balanced Fund, UMB
Scout WorldWide Fund and 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
issuers; (2) engage in the purchase or sale of real estate or commodities
(with respect to WorldWide Fund and Balanced Fund, includes 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) regarding Stock Fund,
Regional Fund , WorldWide Fund and Bond Fund, make loans to other persons,
except the purchase of debt obligations which are permitted under its
investment policy, and with regard to the Balanced Fund, by 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) 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 or any of its partners, officers, or
directors beneficially own 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 WorldWide 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 affiliate banks of UMB Financial Corporation; or
(16) issue senior securities, with regard to Stock Fund, Regional Fund and
Bond Fund, except for those investment procedures permissible under the Fund's
other restrictions and with respect to Balanced Fund and WorldWide Fund, 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 a Fund's total assets at the time
of such purchase to be invested in any one industry.

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;
(5) invest in securities issued by UMB Financial Corporation or affiliate
banks of UMB Financial Corporation; (6) invest more than 20% of its assets in
other municipal obligations such as lease rental obligations; obligations
dependent on annual state appropriations; obligations of housing and finance
authorities, municipal utilities systems, or public housing authorities; or
obligations of hospitals or life care centers, or industrial development or
pollution control bonds; or (7) invest in illiquid securities if more than 15%
of its net assets would be invested in securities that are not readily
marketable.

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 advisor 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; or (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 does not consider assets in certificates of deposit or
bankers' acceptances of domestic branches of U.S. banks to be investments in a
single industry.

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.

UMB Scout WorldWide Select Fund and UMB Scout Stock Select Fund will not: (1)
make investments that will result in the concentration (as that term may be
defined in the 1940 Act, any rule or order thereunder, or U.S. Securities and
Exchange Commission ("SEC") staff interpretation thereof) of its investments
in the securities of issuers primarily engaged in the same industry, provided
that this restriction does not limit the Fund from investing in obligations
issued or guaranteed by the U.S. government, or its agencies or
instrumentalities. The SEC staff currently takes the position that a mutual
fund concentrates its investments in a particular industry if 25% or more of
its total assets are invested in issuers within the industry. In applying the
Fund's fundamental policy concerning concentration, it is a matter of non-
fundamental policy that investments in certain categories of companies will
not be considered to be investments in a particular industry. For example:
(i) financial service companies will be classified according to the end users
of their services, for example, automobile finance, bank finance and
diversified finance will each be considered a separate industry; (ii)
technology companies will be divided according to their products and services,
for example, hardware, software, information services and outsourcing, or
telecommunications will each be a separate industry; (iii) asset-backed
securities will be classified according to the underlying assets securing such
securities; and (iv) utility companies will be divided according to their
services, for example, gas, gas transmission, electric and telephone will each
be considered a separate industry; (2) borrow money or issue senior
securities, except as the 1940 Act, any rule thereunder, or SEC staff
interpretation thereof, may permit. The following information is intended to
describe the current regulatory limits relating to senior securities and
borrowing activities that apply to mutual funds. This description may be
changed without shareholder approval to reflect legal or regulatory changes.
A fund may borrow up to 5% of its total assets for temporary purposes and may
also borrow from banks, provided that if borrowings exceed 5%, the fund must
have assets totaling at least 300% of the borrowing when the amount of the
borrowing is added to the fund's other assets. The effect of this provision
is to allow a fund to borrow from banks amounts up to one-third (33 1/3%) of
its total assets (including those assets represented by the borrowing); (3)
underwrite the securities of other issuers, except that the Fund may engage in
transactions involving the acquisition, disposition or resale of its portfolio
securities, under circumstances where it may be considered to be an
underwriter under the Securities Act of 1933; (4) may not purchase or sell
real estate, unless acquired as a result of ownership of securities or other
instruments and provided that this restriction does not prevent the Fund from
investing in issuers which invest, deal or otherwise engage in transactions in
real estate or interests therein, or investing in securities that are secured
by real estate or interests therein; (5) purchase or sell physical
commodities, unless acquired as a result of ownership of securities or other
instruments and provided that this restriction does not prevent the Fund from
engaging in transactions involving futures contracts and options thereon or
investing in securities that are secured by physical commodities; (6) make
loans, provided that this restriction does not prevent the Fund from
purchasing debt obligations, entering into repurchase agreements, loaning its
assets to broker/dealers or institutional investors and investing in loans,
including assignments and participation interests.

In addition to the fundamental policies and investment restrictions described
above, and the various general investment policies described in the
Prospectus, the UMB Scout WorldWide Select Fund and the UMB Scout Stock Select
Fund will be subject to the following investment restrictions, which are
considered non-fundamental and may be changed by the Board of Directors
without shareholder approval.

(1) each Fund may not, with respect to 75% of its total assets, invest more
than 5% of its total assets in securities of any one issuer (except
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities), or purchase more than 10% of the voting securities of any
one issuer. The Funds may not change their classification from diversified to
non-diversified without shareholder approval; (2) each Fund is permitted to
invest in other investment companies, including open-end, closed-end or
unregistered investment companies, either within the percentage limits set
forth in the 1940 Act, any rule or order thereunder, or SEC staff
interpretation thereof, or without regard to percentage limits in connection
with a merger, reorganization, consolidation or other similar transaction.
However, neither Fund may operate as a fund of funds which invests primarily
in the shares of other investment companies as permitted by Section
12(d)(1)(F) or (G) of the 1940 Act, if its own shares are utilized as
investments by such a fund of funds. Under current legal and regulatory
requirements, each Fund may invest up to 5% of its total assets in the
securities of any one investment company, but may not own more than 3% of any
investment company or invest more than 10% of its total assets in the
securities of other investment companies; (3) with respect to the UMB Scout
WorldWide Select Fund, it may invest in American Depository Receipts (ADR's),
which represent foreign securities and are traded on U.S. Exchanges or in the
over-the-counter market. 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; (4) the UMB
Scout WorldWide Select Fund may purchase foreign currencies and/or forward
foreign currency transactions, however, it may not engage in forward foreign
currency exchange contracts for speculative purposes; (5) each Fund may not
invest more than 15% of its net assets in securities which they can not sell
or dispose of in the ordinary course of business within seven days at
approximately the value at which the Fund has valued the investment.

PORTFOLIO TRANSACTIONS

Decisions to buy and sell securities for the Funds are made by UMB Bank, n.a.
for all the UMB Scout Funds except the UMB Scout Equity Index Fund. Decisions
to buy and sell for the UMB Scout Equity Index Fund are made by Northern Trust
Quantitative Advisors, Inc., the sub-advisor for the Equity Index Fund.
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 currently 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 a Fund's
investment advisor or sub-advisor in serving other clients, as well as a Fund.
Conversely, a Fund may benefit from research services obtained by the
investment advisor or sub-advisor from the placement of portfolio brokerage of
other clients.

When the investment advisor or sub-advisor in its fiduciary duty believes it
to be in the best interests of its shareholders, a Fund may join with other
clients of the investment advisor or sub-advisor 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 following Funds paid brokerage commissions for the past three fiscal years
ended June 30, 1998, 1999 and 2000:

2000 1999 1998
UMB Scout Equity Index Fund* $6,311 - -
UMB Scout Stock Fund $104,106 $76,992 $40,384
UMB Scout Regional Fund $29,013 $16,271 $13,318
UMB Scout WorldWide Fund $122,428 $95,255 $15,840
UMB Scout Technology Fund* $2,318 - -
UMB Scout Capital Preservation
Fund $698 $2,540 $839
UMB Scout Balanced Fund $5,520 $12,558 $3,617
UMB Scout Stock Select Fund $10,669 $3,595 -
UMB Scout WorldWide Select Fund $44,350 $5,025 -

*Partial year numbers between May 1, 2000 and June 30, 2000.

Portfolio Turnover. 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. With regard to UMB Scout
Equity Index Fund, securities will be bought and sold in response to changes
in the S&P 500r Index and cash flows. Short-term debt instruments with
maturities of less than one year are excluded from the calculation of
portfolio turnover.

There are no fixed limitations regarding portfolio turnover for either the
equity or fixed income portions of UMB Scout Balanced Fund's portfolio, the
UMB Scout Equity Index Fund or UMB Scout Technology Fund. Although each 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 turnover rates for the equity portions of each
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.

PERFORMANCE MEASURES

From time to time, each of the Funds may advertise its performance in various
ways, as summarized below.

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

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, 2000:

Current Compound Average
Annualized Effective Portfolio
Yield Yield Maturity

UMB Scout Money
Market Fund -
Federal Portfolio 5.97% 5.98% 14 days

UMB Scout Money
Market Fund - Prime
Portfolio 6.07% 6.04% 12 days

UMB Scout Tax-Free
Money Market Fund 3.82% 3.91% 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

The UMB Scout Equity Index Fund, UMB Scout Stock Fund, UMB Scout Regional
Fund, UMB Scout Bond Fund, UMB Scout WorldWide Fund, UMB Scout Technology
Fund, UMB Scout Balanced Fund, UMB Scout Capital Preservation Fund, UMB Scout
Kansas Tax-Exempt Bond Fund, UMB Scout WorldWide Select Fund and UMB Scout
Stock Select 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 Fund's 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).

The Funds' "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>
Kansas World
Equity Reg- World Tech Capital Bal- Tax- Wide Stock
Index Stock ional Wide nology Pres. anced Bond Exempt Select Select
Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

For
the
one
year
7/1/99-
6/30/00 N/A 2.68 -8.57 19.40 N/A 0.58 -4.33 3.54 2.92 18.13 -3.75

For
the
five
years
7/1/95-
6/30/00 N/A 11.87 7.71 18.22 N/A N/A N/A 5.01 N/A N/A N/A

For
the
ten
years
7/1/90-
6/30/00 N/A 11.24 7.63 N/A N/A N/A N/A 6.32 N/A N/A N/A

From
start
of
opera
tions
to
6/30/00* 0.20 12.17 6.05 16.01 0.81 0.26 4.03 7.60 2.62 18.07 -2.65
</TABLE>

* UMB Scout Stock Fund and UMB Scout Bond Fund commenced operation on
December 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;
UMB Scout WorldWide Select Fund commenced operations on May 17, 1999;
UMB Scout Stock Select Fund commenced operations on May 17, 1999; UMB
Scout Equity Index Fund and UMB Scout Technology Fund commenced
operation on April 28, 2000.

Performance Comparisons. In advertisements or in reports to shareholders, the
Funds may compare their performance to that of other mutual funds with similar
investment objectives and to stock or other relevant indices. For example,
UMB Scout Equity Index Fund, UMB Scout Stock Fund, UMB Scout Regional Fund,
UMB Scout WorldWide Fund, UMB Scout Technology Fund, UMB Scout Capital
Preservation Fund, UMB Scout Bond Fund, UMB Scout Balanced Fund, UMB Scout
Kansas Tax-Exempt Bond Fund, UMB Scout WorldWide Select Fund and UMB Scout
Stock Select 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 Equity Index Fund,
UMB Scout Stock Fund, UMB Scout WorldWide Fund, UMB Scout Technology Fund, UMB
Scout Capital Preservation Fund, UMB Scout Balanced Fund, UMB Scout WorldWide
Select Fund, UMB Scout Stock Select Fund, and 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, Smart Money, Money Central Investors, Institutional Investor,
The Wall Street Journal, Mutual Fund Forecaster, No-Load Investor, Money,
Forbes, Fortune and Barron's Financial World, U.S News & World Report, USA
Today, Bloomberg's Personal Finance, Income & Safety, The Mutual Fund Letter,
United Mutual Fund Selector, No-Loan Fund Analyst, No-Load Fund X, Louis
Rukeyser's Wall Street newsletter, Donoghue's Money Letter, CDA Investment
Technologies, Inc., Wiesenberger Investment Companies Service, Donoghue's
Mutual Fund Almanac, Bank Rate Monitor and Donoghue's Money Fund Report may
also be used in comparing performance of the Funds. Performance comparisons
should not be considered as representative of the future performance of the
Funds.

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. can be reached by calling 800-996-2862 and is located at BMA Tower, 700
Karnes Blvd., Kansas City, MO 64108-3306.

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, 2000 (the UMB Scout Equity Index Fund and UMB Scout Technology Fund until
October 31, 2001), and which will continue automatically for successive annual
periods ending each October 31, if continued at least annually by the Funds'
Boards of Directors or Trustees (the "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

We will not be responsible for the consequences of delays, including delays in
the banking or Federal Reserve wire systems. We cannot process transaction
requests that are not complete and in good order as described in the
prospectus. If you use the services of any other broker to purchase or redeem
shares of the Funds, that broker may charge you a fee. 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 the order is accepted by the Funds.

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.

Each statement and transaction confirmation will request that you inform the
Fund in writing of any questions about the information presented. If you do
not notify the Fund in writing of any questions within the specified time
period, it will indicate that you have approved the information.

The shares you purchase are held by the Funds in an open account, thereby
relieving you of the responsibility of providing for the safekeeping of a
negotiable share certificate. Jones & Babson does not intend to issue new
certificated shares for any accounts.

If an order to purchase shares must be canceled due to non-payment, the
purchaser will be responsible for any loss incurred by the Funds 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 the Funds 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 Funds reserve 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 Funds sustains a loss as the result of failure by a
purchaser to make payment, the Funds' underwriter, Jones & Babson, Inc., will
cover the loss.

REDEMPTION OF SHARES

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."

The Funds will 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 Funds
will not be responsible for the consequences of delays including delays in the
banking or Federal Reserve wire systems. In the case of redemption requests
made within 15 days of the date of purchase, the Funds 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.

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.

The right of redemption may be suspended, or the date of payment postponed
beyond the normal three-day period by the Board of Directors under the
following conditions authorized by the 1940 Act: (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 Funds of securities owned by it is not
reasonably practicable, or (b) it is not reasonably practicable for the Funds
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 Funds' shareholders.

UMB Scout Equity Index Fund, 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, UMB Scout Technology Fund, UMB Scout
Balanced Fund, UMB Scout WorldWide Select Fund and UMB Scout Stock Select Fund
have elected to be governed by Rule 18f-1 under the 1940 Act, 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 certain redemptions. 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 interest 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 regardless of the size of the redemption 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). Signature guarantees are also required for a change in
account registration or redemption instructions.
Signature guarantees must appear together with the signature(s) of the
registered owner(s) on: (1) 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 (2) all stock
certificates tendered for redemption.

ADDITIONAL PURCHASE AND REDEMPTION POLICIES

We reserve the right to:

-Waive or increase the minimum investment requirements with respect to
any person or class of persons, which include shareholders of the Fund's
special investment programs.
-Cancel or change the telephone investment service, the telephone
exchange service and the automatic monthly investment plan without prior
notice to you where in the best interest of the Funds and their
investors.
-Cancel or change the telephone redemption service at any time without
notice.
-Begin charging a fee for the telephone investment service or the
automatic monthly investment plan and to cancel or change these services
upon 15 days written notice to you.
-Begin charging a fee for the systematic redemption plan upon 30 days
written notice to you.
-Waive signature guarantee requirements in certain instances where it
appears reasonable to do so and will not unduly affect the interests of
other shareholders. We may waive the signature guarantee requirement if
you authorize the telephone redemption method at the same time you
submit the initial application to purchase shares.
-Require signature guarantees if there appears to be a pattern of
redemptions designed to avoid the signature guarantee requirement, or if
we have other reason to believe that this requirement would be in the
best interests of the Funds and their shareholders.

The Funds do not allow market timers. The Funds may refuse to sell
shares to market timers. You will be considered a market timer if you
(I) have requested a redemption of Fund shares within two weeks of an
earlier purchase request, (ii) make investments of large amounts of $1
million or more followed by a redemption request in close proximity to
the purchase or (iii) otherwise seem to follow a timing pattern. Shares
under common ownership or control are combined for these purposes.
HOLIDAYS

The net asset value per share of each Fund's portfolio is computed once daily,
as described in the prospectus, 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 the following 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.

DIVIDENDS, DISTRIBUTIONS AND TAXES

Distributions and Taxes

Distributions of net investment income. In general, the Funds receive
income in the form of dividends or interest on their investments. This
income, less expenses incurred in the operation of a Fund, constitutes a
Fund's net investment income from which dividends may be paid to investors.
Any distributions by a Fund from such income will be taxable to investors as
ordinary income, whether the investors take them in cash or in additional
shares.

By meeting certain requirements of the Internal Revenue Code, the UMB Scout
Kansas Tax- Exempt Bond Fund and the UMB Scout Tax-Free Money Market Fund have
qualified and continue to qualify to pay exempt-interest dividends. These
dividends are derived from interest income exempt from regular federal income
tax, and are not subject to regular federal income tax when they are
distributed. In addition, to the extent that exempt-interest dividends are
derived from interest on obligations of a state or its political subdivisions,
or from interest on qualifying U.S. territorial obligations (including
qualifying obligations of Puerto Rico, the U.S. Virgin Islands or Guam), they
also will be exempt from such state's personal income taxes. A state
generally does not grant tax-free treatment to interest on state and municipal
securities of other states.

The UMB Scout Kansas Tax-Exempt Bond Fund and the UMB Scout Tax-Free Money
Market Fund may earn taxable income on any temporary investments, on the
discount from stripped obligations or their coupons, on income from securities
loans or other taxable transactions,, or on ordinary income derived from the
sale of market discount bonds. Any Fund distributions from such income will
be taxable as ordinary income, whether received by investors in cash or in
additional shares.

The UMB Scout Money Market Fund (Federal and Prime Portfolios) and the UMB
Scout Tax-Free Money Market Fund declare dividends for each day that their net
asset value is calculated. These dividends will equal all of the daily net
income payable to shareholders of record as of the close of business the
preceding day. The daily net income includes accrued interest and any
original issue or acquisition discount, plus or minus any gain or loss on the
sale of portfolio securities and changes in unrealized appreciation or
depreciation in portfolio securities (to the extent required to maintain a
constant net asset value per share), less the estimated expenses of the funds.

Distributions of capital gains. In general, the Funds may derive capital gains
and losses in connection with sales or other dispositions of their portfolio
securities. Distributions from net short-term capital gains will be
distributed and taxed as ordinary income. Distributions from net long-term
capital gains will be taxable as long-term capital gain, regardless of how
long the Fund shares have been held. Any net capital gains realized by a Fund
generally will be distributed once each year, and may be distributed more
frequently, if necessary, in order to reduce or eliminate excise or income
taxes on the Fund. Because the UMB Scout Money Market Fund (Federal and Prime
Portfolios) and the UMB Scout Tax-Free Money Market Fund are money market
funds, they do not anticipate realizing any long-term capital gains.

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

The Funds may be subject to foreign withholding taxes on income from certain
of their foreign securities. If more than 50% of a 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 each investor's pro rata share of foreign taxes
paid by the Fund. If this election is made, the year-end statement investors
receive from the fund will show more taxable income than was actually
distributed. However, investors will be entitled to either deduct their share
of such taxes in computing their taxable income or (subject to limitations)
claim a foreign tax credit for such taxes against their U.S. federal income
tax. The Fund will provide investors with the information necessary to
complete their individual income tax returns if it makes this election. These
in turn, could reduce ordinary income distributions to the shareholders.

Information on the tax character of distributions. The Funds will inform you
to the amount of your ordinary income dividends and capital gains
distributions at the time they are paid, and will advise you of their tax
status for federal income tax purposes shortly after the close of each
calendar year. If you have not held Fund shares for a full year, a fund may
designate and distribute 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.

Election to be taxed as a regulated investment company. Each Fund has elected
to be treated as a regulated investment company under Subchapter M of the
Internal Revenue Code, has qualified as such for its most recent fiscal year,
and intends to so qualify during the current fiscal year. As regulated
investment companies, the Funds generally pay no federal income tax on the
income and gains they distribute to you. The Board reserves the right not to
maintain the qualification of a Fund as a regulated investment company if it
determines such course of action to be beneficial to shareholders. 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 such fund's earnings and profits.

Excise tax distribution requirements. To avoid federal excise taxes, the
Internal Revenue Code requires a Fund to distribute to you by December 31 of
each year, at a minimum, the following amounts: 98% of its taxable ordinary
income earned during the calendar year; 98% of its capital gain net income
earned during the twelve month period ending October 31; and 100% of any
undistributed amounts from the prior year. Each Fund intends to declare and
pay these amounts in December (or in January that are treated by you as
received in December) to avoid these excise taxes, but can give no assurances
that its distributions will be sufficient to eliminate all taxes.

Redemption of Fund shares. Redemptions and exchanges of Fund shares are
taxable transactions for federal and state income tax purposes. If you redeem
your Fund shares, or exchange your Fund shares for shares of a different UMB
Scout Fund, the IRS will require that you report a gain or loss on your
redemption or exchange. If you hold your shares as a capital asset, the gain
or loss that you realize will be capital gain or loss and will be long-term or
short-term, generally depending on how long you hold your shares. Any loss
incurred on the redemption or exchange of shares held for six months or less
will be treated as a long-term distributed to you by the Fund on those shares.

Beginning after the year 2005 (2000 for certain shareholders), gain in a sale
or redemption of Fund shares held for more than five years may be subject to a
reduced rate of tax. 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 buy other shares in such 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 buy.

As to the UMB Scout Kansas Tax-Exempt Bond Fund and the UMB Scout Tax-Free
Money Market Fund, any loss incurred on the redemption or exchange of shares
held for six months or less will be disallowed to the extent of any exempt-
interest dividends distributed to investors with respect to his or her fund
shares and any remaining loss will be treated as a long-term capital loss to
the extent of any long-term capital gains distributed to the investor by the
Fund on those shares.

As to the UMB Scout Money Market Fund (Federal and Prime Portfolios) and the
UMB Scout Tax-Free Money Market Fund, because these Funds seek to maintain a
constant $1.00 per share net asset value, investors should not expect to
realize a capital gain or loss upon redemption or exchange of Fund shares.

U.S. government obligations. Many states grant tax-free status to dividends
paid to you from interest earned on direct obligations of the U.S. government,
subject in some states to minimum investment requirements that must be met by
a Fund. Investments in Government National Mortgage Association or Federal
National Mortgage Association securities, bankers' acceptances, commercial
paper and repurchase agreements collateralized by U.S. government securities
do not generally qualify for tax-free treatment. The rules on exclusion of
this income are different for corporations.

Dividends-received deduction for corporations. If you are a corporate
shareholder, you should note that dividends paid by the following funds for
the most recent fiscal year qualified for the dividends-received deduction as
set forth below:

UMB Scout Equity Index Fund 0%
UMB Scout Stock Fund 0%
UMB Scout Stock Select Fund 0%
UMB Scout WorldWide Fund 0%
UMB Scout Technology Fund 0%
UMB Scout WorldWide Select Fund 0%
UMB Scout Regional Fund 0%
UMB Scout Capital Preservation Fund 0%
UMB Scout Balanced Fund %

In some circumstances, you will be allowed to deduct these qualified
dividends, thereby reducing the tax that you would otherwise be required to
pay on these dividends. The dividends-received deduction will be available
only with respect to dividends designated by such Fund as eligible for such
treatment. All dividends (including the deducted portion) must be included in
your alternative minimum taxable income calculation.

Because the income of the UMB Scout WorldWide Fund and the WorldWide Select
Fund is derived primarily from investments in foreign rather than domestic
U.S. securities, no portion of their distributions will generally be eligible
for the dividends-received deduction. None of the dividends paid by the Funds
for the most recent calendar year qualified for such deduction, and it is
anticipated that none of the current year's dividends will so qualify.

Because the income of the UMB Scout Bond Fund, the UMB Scout Kansas Tax-Exempt
Bond Fund, the UMB Scout Money Market Fund (Federal and Prime Portfolios) and
the UMB Scout Tax-Free Money Market Fund consists of interest rather than
dividends, no portion of their distributions will generally be eligible for
the dividends-received deduction. None of the dividends paid by the Funds for
the most recent calendar year qualified for such deduction, and it is
anticipated that none of the current year's dividends will so qualify.

Investment in complex securities. The Funds may invest in complex securities.
These investments 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 and/or defer a 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.

MANAGEMENT AND INVESTMENT ADVISOR

Pursuant to Management Agreements, each Fund employs at its own expense UMB
Bank, n.a. as its manager and investment advisor. UMB Bank, n.a. provides
professional portfolio managers who make all decisions concerning the
investment and reinvestment of the assets of the Funds in accordance with the
Fund's stated investment objective and policies. As investment advisor, UMB
Bank, n.a. either provides or pays the cost of all management, supervisory and
administrative services required in the normal operations of the Funds.
As a part of the UMB Scout Equity Index Fund Management Agreement, UMB Bank,
n.a., employs at its own expense Northern Trust Quantitative Advisors, Inc.,
("Northern Trust") as sub-advisor, an Illinois state-chartered trust company,
to provide the day-to-day investment advisory services for the Fund. UMB
Bank, n.a. has agreed to pay Northern Trust a fee of 8/100 of one percent
(0.08%) of the average daily net assets, for their services. Northern Trust
agrees to provide UMB Scout Equity Index Fund investment management services
on a daily basis.
The annual fee charged by UMB Bank, n.a. covers all normal operating costs of
the Funds. The annual fee is equal to the following percentage of each Fund's
average net assets:

Average Net Assets

UMB Scout Equity Index Fund* .40%
UMB Scout Stock Fund .85%
UMB Scout Regional Fund .85%
UMB Scout WorldWide Fund 1.10%
UMB Scout Technology Fund* 1.50%
UMB Scout Capital Preservation Fund .85%
UMB Scout Balanced Fund .85%
UMB Scout Bond Fund .85%
UMB Scout Kansas Tax-Exempt Bond Fund .50%
UMB Scout Money Market Fund .50%
UMB Scout Tax-Free Money Market Fund .50%
UMB Scout Stock Select Fund .85%
UMB Scout WorldWide Select Fund 1.10%

*UMB Scout Equity Index Fund and UMB Scout Technology Fund have entered into
an annual fee waiver contractual agreement whereby the Funds agree to limit
total fees to 0.30% and 1.10% respectively. This agreement must be approved
annually by the Funds' Directors to be effective each June 30th.
The aggregate management fees paid to UMB Bank, n.a. by the Funds during the
three most recent fiscal years ended June 30 were:

2000 1999 1998
UMB Scout Equity Index Fund
(4/28/00) $4,867 - -
UMB Scout Stock Fund $1,408,111 $1,553,871 $1,677,799
UMB Scout Regional Fund $311,030 $374,733 $426,268
UMB Scout WorldWide Fund $2,235,686 $991,992 $520,094
UMB Scout Technology Fund
(4/28/00) $5,416 - -
UMB Scout Capital Preservation
Fund $8,839 $6,331 $1,011
UMB Scout Balanced Fund $35,536 $56,502 $74,597
UMB Scout Bond Fund $577,715 $660,955 $675,457
UMB Scout Kansas Tax-Exempt
Bond Fund $36,705 $37,146 $7,129
UMB Scout Money Market Fund $5,140,056 $4,907,229 $4,239,563
UMB Scout Tax-Free Money Market
Fund $657,081 $783,821 $833,818
UMB Scout Stock Select Fund
(5/16/99) $53,002 $981 $--
UMB Scout WorldWide Select Fund
(5/16/99) $145,971 $1,504 $--

OFFICERS AND DIRECTORS

The officers of the Funds manage their day-to-day operations. The Funds'
officers, as well as the Fund's investment counsel and manager are subject to
the direct supervision and control of the Board of Directors. Under Maryland
and Delaware corporate law, all of the Directors owe a fiduciary duty to the
shareholders of the Fund.

The following is a list of the senior officers and directors of the Fund and
their ages and business experience for the past five years. Unless noted
otherwise, the address of each officer and director is BMA Tower, 700 Karnes
Blvd., Kansas City, Missouri 64108-3306. An asterisk (*) by a director's name
denotes a director who is an interested person as that term is defined in the
1940 Act.

*Stephen S. Soden (56), President, Chief Executive Officer and Director.
President, Chief Executive Officer and Director, Jones & Babson, Inc. and each
of the Babson Funds, UMB Scout Funds, Buffalo Funds and the Investors Mark
Series Fund, Inc.; President and Trustee, D.L. Babson Bond Trust; Director,
AFBA Five Star Fund, Inc.

William E. Hoffman, D.D.S. (62), Director. Director of each of the investment
companies within the UMB Scout Funds group; Orthodontist, 3700 West 83rd
Street, Suite 206, Prairie Village, Kansas 66208.

Eric T. Jager (57), Director. Director of each of the investment companies
within the UMB Scout Funds group; President, Windcrest Investment Management,
Inc.; Director, Bartlett Futures, Inc., Nygaard Corporation, 4800 Main Street,
Suite 600, Kansas City, Missouri 64112.

Stephen F. Rose (52), Director. Director of each of the investment companies
within the UMB Scout Funds group; President, Sun Publications, Inc., 7373 W.
107th Street, Overland Park, Kansas 66212.

Stuart Wien (77), Director. Director of each of the investment companies
within the UMB Scout Funds group; Retired, 4589 West 124th Place, Leawood,
Kansas 66209, formerly Chairman of the Board, Milgram Food Stores, Inc.

P. Bradley Adams (40), Vice President and Treasurer. Vice President and
Treasurer, Jones & Babson, Inc. and each of the Babson Funds, UMB Scout Funds
and Buffalo Funds; Vice President and Chief Financial Officer, AFBA Five Star
Fund, Inc.; Principal Financial Officer, Investors Mark Series Fund, Inc.

W. Guy Cooke (39), Vice President. Chief Compliance Officer, Jones & Babson,
Inc.; Vice President and Chief Compliance Officer of each of the Babson Funds,
UMB Scout Funds, Buffalo Funds and AFBA Five Star Fund, Inc. Cooke joined
Jones & Babson in March 1998 and previously was Director of Compliance at
American Century Companies.

Martin A. Cramer (50), Vice President and Secretary. Vice President and
Secretary, Jones & Babson, Inc. and each of the Babson Funds, UMB Scout Funds
and Buffalo Funds; Secretary and Assistant Vice President, AFBA Five Star
Fund, Inc.; Secretary, Investors Mark Series Fund, Inc.

Constance E. Martin (39), Vice President. Shareholder Operations Vice
President and Director, Jones & Babson, Inc.; Vice President of each of the
Babson Funds, UMB Scout Funds, Buffalo Funds and AFBA Five Star Fund, Inc.

Compensation of Officers, Directors and Trustees. None of the officers or
directors will be compensated 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
Agreement. As an "interested" Director, Mr. Soden receives no compensation for
his service as a Director.

Messrs. Hoffman, Jager, Rose and Wien have no financial interest in, nor are
they affiliated with, either UMB Bank, n.a. or Jones & Babson, Inc. The Audit
Committee of the Board of Directors for all of the UMB Scout Funds is composed
of Messrs. Hoffman, Jager, Rose and Wien.

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

Compensation Table

Name of Aggregate Pension or Estimated Total
Director Compensation Retirement Annual Compensation
From Each Benefits Benefits From All UMB
Fund Accrued As Upon Scout Funds
Part of Fund Retirement Paid to
Expenses Directors**

Stephen S.
Soden* -- -- -- --
William E.
Hoffman $6,375 -- -- $6,375
Eric T. Jager $7,500 -- -- $7,500
Stephen F.
Rose $7,500 -- -- $7,500
Stuart Wien $7,500 -- -- $7,500

* As an "interested director," Mr. Soden 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 each of the UMB Scout
Funds during the fiscal year ended June 30, 2000. Directors' fees are
paid by the Funds' manager and not by the Funds themselves.

UNDERWRITER AND DISTRIBUTOR

Jones and Babson, Inc., BMA Tower, 700 Karnes Boulevard, Kansas City, Missouri
64108-3306, serves as the principal underwriter and distributor of the Funds'
shares. The shares are continuously offered by Jones & Babson, who has
agreed, as agent of the Funds, to use its best efforts to distribute shares of
the Funds. Jones and Babson pays all sales and distribution expenses, other
than registration fees and other governmental charges.

Jones and Babson does not receive compensation or reimbursement for its
distribution and underwriting activities from the Funds. Instead, it is
compensated by UMB Bank, n.a. for other services provided to the company and
Fund. As indicated in the "Directors and Officers" section of this Statement
of Additional Information, the following officers of Jones and Babson are
directors or officers of the Company: Stephen S. Soden, P. Bradley Adams,
Martin A. Cramer, W. Guy Cooke and Constance E. Martin.

TRANSFER AGENT

As manager, UMB Bank, n.a. employs Jones and Babson, Inc. at its own expense
to provide transfer agency and dividend payment services to the Funds,
including the maintenance of a shareholder accounting and transfer agency
system, and such other items as are incidental to corporate administration.
Jones and Babson, Inc. is located at BMA Tower, 700 Karnes Boulevard, Kansas
City, Missouri 64108-3306.

CUSTODIAN

The Fund's assets are held for safekeeping by an independent custodian, UMB
Bank, n.a. This means the bank, rather than the Funds, has possession of the
Funds' cash and securities. As directed by the Funds' officers an portfolio
managers, the bank delivers cash to those who have sold securities to the
Funds in return for such securities, and to those who have purchased portfolio
securities from the Funds, it delivers such securities in return for their
cash purchase price. It also collects income directly from issuers of
securities owned by the Funds and holds this for payment to shareholders after
deduction of the Funds' expenses. UMB Bank, n.a. also serves as investment
advisor and manager, and receives compensation for all of its services through
receipt of management fees. UMB Bank, n.a. is located at 1010 Grand
Boulevard, Kansas City, Missouri, 64141.

INDEPENDENT AUDITORS

The Funds' financial statements are audited annually by independent auditors
approved by the directors each year, and in years in which an annual meeting
is held the directors may submit their selection of independent auditors to
the shareholders for ratification. Baird, Kurtz & Dobson, Twelve Wyandotte
Plaza, 120 West 12th Street, Suite 1200, Kansas City, Missouri 64105, is the
Funds' present independent auditor.

GENERAL INFORMATION AND HISTORY

UMB Scout Stock Fund, Inc. which consists of two separate series -- the UMB
Scout Stock Fund series and the UMB Scout Stock Select Fund series -- was
incorporated in Maryland on July 29, 1982 and has a present authorized
capitalization of 30,000,000 shares of common stock, par value $1.00 per
share. The UMB Scout Bond Fund, Inc. was incorporated in Maryland on July 29,
1982, and has a present authorized capitalization of 10,000,000 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 and has a present
authorized capitalization of 10,000,000 shares of $1 par value common stock;
UMB Scout Balanced Fund, Inc., which was incorporated in Maryland on July 13,
1995 and has a present authorized capitalization of 10,000,000 shares $1 par
value common stock; 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. UMB
Scout WorldWide Fund, Inc., which consists of two separate series -- the UMB
Scout WorldWide Fund series and the UMB Scout WorldWide Select Fund series --
was incorporated in the State of Maryland on January 7, 1993 and has a present
authorized capitalization of 30,000,000 shares of common stock, par value
$1.00 per share.

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 Fund's 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.

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 1940 Act.
As a result the Funds do not intend to hold annual meetings. 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. Under Maryland law, a special meeting of
stockholders of the Funds 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.

UMB Scout Funds (the "Trust") which consists of two separate series - the UMB
Scout Equity Index Fund series and the UMB Scout Technology Fund series - was
organized as a business trust in Delaware on January 27, 2000. Each series
represents interests in a separate portfolio of investments and is subject to
separate liabilities. Shares of each series are entitled to vote as a series
only to the extent required by the 1940 Act or as permitted by the Trustees.
The beneficial interest of each series is divided into an unlimited number of
shares, with no par value. Each share has equal dividend, voting, liquidation
and redemption rights. There are no conversion or preemptive rights. Shares,
when issued, will be fully paid and nonassessable. Fractional shares have
proportional voting rights. Shares will be maintained in open accounts on the
books of the transfer agent, and certificates for shares will generally not be
issued. The Trust does not intend to hold regular annual shareholder
meetings. Upon the Trust's liquidation, all shareholders of a series would
share pro-rata in the net assets of such series available for distribution to
shareholders of the series, but, as shareholders of such series, would not be
entitled to share in the distribution of assets belonging to any other series.
If they deem it advisable and in the best interests of shareholders, the
Trustees may create additional series of shares and may create multiple
classes of shares of each series, which may differ from each other as to
expenses and dividends.

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.

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.

Control Persons and Principal Holders of Shares. There were no control
persons or principal holders of shares of the Funds. Control persons are
persons deemed to control a Fund because they own beneficially over 25% of the
outstanding equity securities. Principal holders are persons that own
beneficially 5% or more of a Fund's outstanding equity securities.

Code of Ethics. Each Fund, its investment advisor, sub-advisor (if
applicable) and principal underwriter have each adopted a code of ethics, as
required by federal securities laws. Under each code of ethics, persons who
are designated as access persons may engage in personal securities
transactions, including transactions involving securities that may be
purchased or sold by either Fund, subject to certain general restrictions and
procedures. Each code of ethics contains provisions designed to substantially
comply with the recommendations contained in the Investment Company
Institute's 1994 Report of the Advisory Group on Personal Investing. The
codes of ethics are on file with the Securities and Exchange Commission.

FIXED INCOME SECURITIES 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.

A2 - 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 I 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.

Fl 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 "F I +"
and "F I".

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 RATINGS

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 the Funds which are contained in the June
30, 2000 Annual Reports to Shareholders are incorporated herein by reference.
iii

<PAGE>

UMB SCOUT CAPITAL PRESERVATION FUND

The financial highlights table is intended to help you understand the Fund's
financial performance since inception. Certain information reflects financial
esults for a single share. The total returns in the table represent the rate
that an investor would have earned (or lost) on an investment in the Fund
(assuming reinvestment of all dividends and distributions). This information
has been audited by Baird, Kurtz & Dobson, whose report, along with the Fund's
financial statements, are included in the Annual Report, which is available
upon request.
FEBRUARY 23, 1998
YEARS ENDED June 30, TO
2000 1999 JUNE 30, 1998*

Net asset value, beginning of period $ 9.76 $ 9.74 $ 10.00

Income (loss) from investment
operations:
Net investment income 0.20 0.17 0.07
Net realized and unrealized
gain (loss) on securities (0.15) 0.08 (0.33)
Total from investment operations 0.05 0.25 (0.26)

Distributions from:
Net investment income (0.20) (0.21) -
Net realized gain on investment
transactions (0.02) (0.02) -
Total distributions (0.22) (0.23) -

Net asset value, end of period $ 9.59 $ 9.76 $ 9.74

Total return 1% 3% (7%)**

Ratios/Supplemental Data
Net assets, end of year (in thousands) $ 1,138 $ 922 $ 549
Ratio of expenses to average net assets 0.84% 0.83% 0.85%
Ratio of net investment income to
average net assets 2.62% 2.44% 3.26%
Portfolio turnover rate 13% 95% 7%

*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.

**The return is not annualized.

UMB SCOUT BALANCED FUND
The financial highlights table is intended to help you understand the Fund's
financial performance since inception. Certain information reflects financial
results for a single share. The total returns in the table represent the rate
that an investor would have earned (or lost) on an investment in the Fund
(assuming reinvestment of all dividends and distributions). This information
has been audited by Baird, Kurtz & Dobson, whose report, along with the Fund's
financial statements, are included in the Annual Report, which is available
upon request.

December
6,1995TO
YEARS ENDED JUNE 30, JUNE 30,
2000 1999 1998 1997 1996*
Net asset value, beginning of period $ 10.17 $ 10.91 $ 10.72 $ 10.18 $ 10.09

Income from investment operations:
Net investment income 0.14 0.38 0.43 0.35 0.27
Net realized and unrealized
gain (loss) on securities (0.58) (0.21) 0.54 0.52 0.06
Total from investment operations (0.44) 0.17 0.97 0.87 0.33

Distributions from:
Net investment income (0.13) (0.41) (0.45) (0.32) (0.24)
Net realized gain
on investment transactions (0.37) (0.50) (0.33) (0.01) -
Total distributions (0.50) (0.91) (0.78) (0.33) (0.24)

Net asset value, end of period $ 9.23 $ 10.17 $ 10.91 $ 10.72 $ 10.18

Total return (4%) 2% 9% 9% 6%**

Ratios/Supplemental Data
Net assets, end of year (in millions) $ 4 $ 5 $ 8 $ 8 $ 3
Ratio of expenses to average net assets 0.87% 0.87% 0.85% 0.83% 0.85%
Ratio of net investment income
to average net assets 3.16% 3.48% 3.78% 3.85% 3.71%
Portfolio turnover rate 44% 95% 15% 14% 5%

*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.

**The return is not annualized.

UMB SCOUT BOND FUND

YEARS ENDED JUNE 30,
2000 1999 1998 1997 1996
Net asset value, beginning of year $ 10.95 $ 11.21 $ 10.98 $ 10.93 $ 11.10

Income from investment operations:
Net investment income 0.55 0.62 0.62 0.62 0.62
Net realized and unrealized
gain (loss) on securities (0.18) (0.26) 0.23 0.05 (0.16)
Total from investment operations 0.37 0.36 0.85 0.67 0.46

Distributions from:
Net investment income (0.61) (0.62) (0.62) (0.62) (0.62)
Net realized gain on investment
transactions - - - - (0.01)
Total distributions (0.61) (0.62) (0.62) (0.62) (0.63)

Net asset value, end of year $ 10.71 $ 10.95 $ 11.21 $ 10.98 $ 10.93

Total return 3% 3% 8% 6% 4%

Ratios/Supplemental Data
Net assets, end of year (in millions) $ 65 $ 72 $ 78 $ 79 $ 81

Ratio of expenses to average net assets 0.87% 0.87% 0.87% 0.87% 0.86%
Ratio of net investment income to
average net assets 5.73% 5.48% 5.61% 5.69% 5.63%
Portfolio turnover rate 30% 23% 12% 19% 12%

UMB SCOUT KANSAS TAX-EXEMPT BOND FUND

The financial highlights table is intended to help you understand the Fund's
financial performance since inception. Certain information reflects financial
results for a single share. The total returns in the table represent the rate
that an investor would have earned (or lost) on an investment in the Fund
(assuming reinvestment of all dividends and distributions). This information
has been audited by Baird, Kurtz & Dobson, whose report, along with the Fund's
financial statements, are included in the Annual Report, which is available
upon request.

FEBRUARY 23, 1998
YEARS ENDED June 30, TO
2000 1999 JUNE 30, 1998*
Net asset value, beginning of period $ 9.80 $ 9.94 $ 10.00

Income from investment operations:
Net investment income 0.40 0.40 0.13
Net realized and unrealized
loss on securities (0.13) (0.14) (0.06)
Total from investment operations 0.27 0.26 0.07

Distributions from:
Net investment income (0.40) (0.40) (0.13)

Net asset value, end of period $ 9.67 $ 9.80 $ 9.94

Total return 3% 3% 2%**

Ratios/Supplemental Data
Net assets, end of year (in millions) $ 7 $ 8 $ 6
Ratio of expenses to average net
assets 0.50% 0.50% 0.50%
Ratio of net investment income to
average net assets 4.19% 4.01% 4.33%
Portfolio turnover rate 7% 12% 4%

*The Fund was capitalized on January 13, 1998 with $100,000, representing10,000
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.

**This return is not annualized.

UMB SCOUT MONEY MARKET FUND

The financial highlights table is intended to help you understand the Fund's
financial performance for the past five years pertaining to its Federal
Portfolio and its Prime Portfolio. Certain information reflects financial
results for a single share. The total returns in the table represent the rate
that an investor would have earned (or lost) on an investment in the Fund
(assuming reinvestment of all dividends and distributions). This information
has been audited by Baird, Kurtz & Dobson, whose report, along with the Fund's
financial statements, are included in the Annual Report, which is available
upon request. The information for the fiscal year ending on June 30, 1996, is
covered by the report of other auditors.

YEARS ENDED JUNE 30,
2000 1999 1998 1997 1996
FEDERAL PORTFOLIO
Net asset value, beginning of year $ 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 0.05
Distributions from:
Net investment income (0.05) (0.05) (0.05) (0.05) (0.05)
Net asset value, end of year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00

Total return 5% 5% 5% 5% 5%

Ratios/Supplemental Data
Net assets, end of year (in millions) $ 303 $ 298 $ 303 $ 238 $ 228
Ratio of expenses to average net assets 0.50% 0.51% 0.51% 0.52% 0.51%
Ratio of net investment income to
average net assets 5.08% 4.58% 5.03% 4.92% 5.09%

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

Total return 5% 5% 5% 5% 5%

Ratios/Supplemental Data
Net assets, end of year (in millions) $ 707 $ 678 $ 556 $ 445 $ 330

Ratio of expenses to average net assets 0.51% 0.51% 0.51% 0.51% 0.51%
Ratio of net investment income to
average net assets 5.26% 4.72% 5.14% 4.97% 5.16%

UMB SCOUT TAX-FREE MONEY MARKET FUND

The financial highlights table is intended to help you understand the Fund's
financial performance for the past five years. Certain information reflects
financial results for a single share. The total returns in the table represent
the rate that an investor would have earned (or lost) on an investment in the
Fund (assuming reinvestment of all dividends and distributions). This
information has been audited by Baird, Kurtz & Dobson, whose report, along with
the Fund's financial statements, are included in the Annual Report, which is
available upon request.

YEARS ENDED JUNE 30,
2000 1999 1998 1997 1996
Net asset value, beginning of year $ 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 0.03

Distributions from:
Net investment income (0.03) (0.03) (0.03) (0.03) (0.03)
Net asset value, end of year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00

Total return 3% 3% 3% 3% 3%

Ratios/Supplemental Data
Net assets, end of year (in millions) $ 116 $ 126 $ 123 $ 162 $ 128
Ratio of expenses to average net assets 0.53% 0.52% 0.54% 0.55% 0.52%
Ratio of net investment income to
average net assets 3.23% 2.66% 3.21% 3.16% 3.13%

HOW TO PURCHASE SHARES

No-Load Funds

There are no sales commissions, redemption fees or Rule 12b-1
distribution fees

How to Buy Shares (see chart on page 36 for details)

By phone, mail or wire

Through Automatic Monthly Investments

Through exchanges from other UMB Scout Funds

Minimum Initial Investment

$1,000 for most accounts

$250 for IRA and Uniform Transfer (Gift) to Minors accounts

$100 with Automatic Monthly Investments

$1,000 for exchanges from another UMB Scout Fund

Minimum Additional Investments

$100 for purchases by phone or mail ($500 for wire purchases)

$50 for Automatic Monthly Investments

$1,000 for exchanges from another UMB Scout Fund

Minimum Account Size

You must maintain a minimum account size equal to the current
minimum initial investment(usually $1,000). If your account
falls below this amount due to redemptions (not market action)
we may notify you and ask you to increase the account to the
minimum. We will close the account and send your money if you
do not bring the account up to the minimum within 60 days after
we mail you the notice.

HOW TO REDEEM SHARES

You may withdraw from your Fund account at any time in the following amounts:

any amount for redemptions requested by mail or phone

$500 or more for redemptions wired to your account (there may be a fee)

$50 or more for redemptions by a systematic redemption plan (there may be
a fee)

$1,000 or more for exchanges to another Fund

$100 or more for redemptions by automatic monthly exchange to another Fund

ADDITIONAL POLICIES ABOUT TRANSACTIONS

We cannot process transaction requests that are not complete and in good order
as described in this section. We may cancel or change our transaction policies
without notice. To avoid delays, please call us if you have any questions about
these policies.

If you wish to purchase (or redeem) shares of a UMB Scout Fund through a broker,
a fee may be charged by that broker. In addition, you may be subject to other
policies or restrictions of the broker such as higher minimum account value,
etc.

Purchases - We may reject orders when not accompanied by payment or when in the
best interest of a Fund and its shareholders.

Redemptions - We try to send proceeds as soon as practical. In any event, we
send proceeds by the third business day after we receive a request in good
order. We cannot accept requests that contain special conditions or effective
dates. We may request additional documentation to ensure that a request is
genuine. Under certain circumstances, we may pay you proceeds in the form of
portfolio securities owned by the Fund. If you receive securities instead of
cash, you may incur brokerage costs when converting them into cash.

The Funds' Manager believes that certain investors who try to "time the market"
by purchasing and redeeming shares from the Funds on a regular basis may disrupt
the investment process and pose additional transaction costs to the Funds.
Therefore, in those cases the Fund Manager may delay redemption proceeds up to
seven days or take other actions it deems necessary to discourage such activity.

If you request a redemption within 15 days of purchase, we will delay sending
your proceeds until we have collected unconditional payment, which may take up
to 15 days from the date of purchase. For your protection, if your account
address has been changed within the last 30 days, your redemption request must
be in writing and signed by each account owner, with signature guarantees.
The right to redeem shares may be temporarily suspended in emergency situations,
only as permitted under federal law.

Withdrawal by Draft (i.e., check) is limited to open account shares of UMB Scout
Money Market Fund - Federal Portfolio and Prime Portfolio - and Tax-Free Money
Market Fund. You may elect this method of redemption on your initial
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 initial
application. Draft amounts may range from $500 to $100,000.

Signature Guarantees - You can get a signature guarantee from most banks or
securities dealers and certain other financial institutions, but not a notary
public. For your protection, we require a guaranteed signature if you request:

A redemption check sent to a different payee, bank or address than we have on
file.

A redemption check mailed to an address that has been changed within the last
30 days.

A redemption for $50,000 or more in writing.

A change in account registration or redemption instructions.

Corporations, Trusts and Other Entities - Additional documentation is normally
required for corporations, fiduciaries and others who hold shares in a
representative or nominee capacity. We cannot process your request until we
have all documents in the form required. Please call us first to avoid delays.

Exchanges to Another Fund - You must meet the minimum investment requirement
of the Fund into which you are exchanging. The names and registrations on the
two accounts must be identical. Your shares must have been held in an open
account for 15 days or more and we must have received proper payment before we
will exchange shares. You should review the Prospectus of the Fund being
purchased. Call us for a free copy at 800-996-2862.

Telephone Services - During periods of increased market activity, you may have
difficulty reaching us by telephone. If this happens, contact us by mail. We
may refuse a telephone request, including a telephone redemption request. We
will use reasonable procedures to confirm that telephone instructions are
genuine. If such procedures are followed, the Fund will not be liable for losses
due to unauthorized or fraudulent instructions. At our option, we may limit the
frequency or the amount of telephone redemption requests. Neither the Fund nor
Jones & Babson, Inc., assumes responsibility for the authenticity of telephone
redemption requests.

Shareholder Reports - To help keep the Funds' costs low, we attempt to eliminate
duplicate mailings to the same address. When two or more Fund shareholders have
the same last name and address, we may send just one Fund report to that address
rather than mailing separate reports to each shareholder.

SHAREHOLDER SERVICES

The following services are also available to shareholders. Please call
800-996-2862 for more information:

Traditional IRA accounts

Roth IRA accounts

Education IRA accounts

Simplified Employee Pensions (SEPs)

Uniform Transfers (Gifts) to Minors accounts

Accounts for corporations or partnerships

Sub-Accounting Services for Keogh, tax qualified retirement plans,
and others

Prototype Retirement Plans for the self-employed, partnerships and
corporations.

HOW SHARE PRICE IS DETERMINED

Shares of the Funds are purchased or redeemed at the net asset value per share
next calculated after your purchase order and payment or redemption order is
received by us in good order. In the case of certain institutions which have
made satisfactory payment or redemption arrangements with the Funds and have
received your purchase order and payment or redemption order, we may process
the order at the net asset value per share next effective after receipt of the
order by the institution.

The per share calculation is made by subtracting from a Fund's total assets any
liabilities and then dividing into this amount the Fund's total outstanding
shares as of the date of the calculation. The net asset value per share is
computed once daily for each Fund, Monday through Friday, at 4:00 p.m. (Eastern
Standard Time) on days when the Funds are open for business. These generally
are the same days that the New York Stock Exchange is open for trading. The
New York Stock Exchange is closed on weekends, national holidays and Good
Friday. The net asset value per share for UMB Scout Money Market Fund and Tax-
Free Money Market Fund are computed at 1:00 p.m. (Eastern Standard Time).

Each security owned by a Fund that is listed on an Exchange is valued at its
last sale price on that Exchange on the date when assets are valued. Where the
security is listed on more than one Exchange, the Funds will use the price of
that Exchange which it generally considers to be the principal Exchange on
which the stock is traded. Lacking sales, the security is valued at the mean
between the last 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 Fund's Board of Directors.

Short-term instruments maturing within 60 days may be valued at amortized cost.
The Portfolios of UMB Scout Money Market Fund and UMB Scout Tax-Free Money
Market Fund value assets on the basis of amortized cost.

DIVIDENDS, DISTRIBUTIONS AND THEIR TAXATION

Distributions - Your distributions will be reinvested automatically in
additional shares of the Fund unless you have elected on your original
application, or by written instructions filed with the Fund, to have them paid
in cash ($10 minimum check amount). There are no fees or sales charges on
reinvestments.

UMB Scout Stock Fund, UMB Scout Stock Select Fund, UMB Scout Equity Index Fund,
UMB Scout Regional Fund, UMB Scout WorldWide Fund, UMB Scout WorldWide Select
Fund, UMB Scout Technology Fund, UMB Scout Capital Preservation 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.

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.

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 by December 31.

UMB Scout Tax-Free Money Market Fund and each Portfolio of UMB Scout Money
Market Fund will 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.

If you buy shares of any equity or bond Fund shortly before the record date,
please keep in mind that any distribution will lower the value of the Fund's
shares by the amount of the distribution and you will then receive a portion
of the price back in the form of a taxable distribution.

Tax Considerations - In general, Fund distributions are taxable to you as
either ordinary income or capital gains. This is true whether you reinvest
your distributions in additional Fund shares or receive them in cash. Any
capital gains a Fund distributes are taxable to you as long-term capital gains
no matter how long you have owned your shares.

Distributions from the UMB Scout Kansas Tax-Exempt Bond Fund and the UMB Scout
Tax-Free Money Market Fund will consist primarily of exempt-interest dividends
from interest earned on municipal securities. In general, exempt-interest
dividends are exempt from federal income tax. These Funds, however, may invest
a portion of their assets in securities that pay income that is not tax exempt.

By law, a Fund must withhold 31% of your taxable distributions and proceeds if
you do not provide your correct Social Security or Taxpayer Identification
Number, or if the IRS instructs the Fund to do so.

Every January, you will receive a statement that shows the tax status of
distributions you received for the previous year. Distributions declared in
December but paid in January are taxable as if they were paid in December.

In general, when you sell your shares of a Fund, you may have a capital gain
or loss. For tax purposes, an exchange of your Fund shares for shares of a
different UMB Scout Fund is the same as a sale. The individual tax rate on any
gain from the sale or exchange of your Fund shares depends on your marginal tax
bracket and on how long the shares have been held. However, because the UMB
Scout Money Market Fund (Federal and Prime Portfolios) and the UMB Scout Tax-
Free Money Market Fund expect to maintain a $1.00 net asset value per share,
investors in these Funds should not have any gain or loss on the sale of such
shares.

Exempt-interest dividends paid by the UMB Scout Kansas Tax-Exempt Bond Fund
and the UMB Scout Tax-Free Money Market Fund are taken into account when
determining the taxable portion of an investor's Social Security or railroad
retirement benefits. These Funds may invest a portion of their assets in
private activity bonds. The income from these bonds will be a preference item
when determining an investor's Alternative Minimum Tax.

Many states grant tax-free status to dividends paid from interest earned on
direct obligations of the U.S. government, subject to certain restrictions.

Exempt-interest dividends from interest earned on municipal securities of a
state, or of its political subdivisions, generally will be exempt from that
state's personal income taxes. Most states, however, do not grant tax-free
treatment to interest on investments in municipal securities of other states.

Fund distributions and gains from the sale or exchange of your Fund shares
generally will be subject to state and local income tax. Any foreign taxes
paid by the UMB Scout WorldWide Fund and the UMB Scout WorldWide Select Fund
on their investments may be passed through to you as a foreign tax credit.
Non-U.S. investors may be subject to U.S. withholding and estate tax. You
should consult your tax advisor about the federal, state, local or foreign
tax consequences of your investment in a Fund.

Conducting Business With the UMB Scout Funds

By Phone

800-996-2862, in the Kansas City area 816-751-5900

You must authorize each type of telephone transaction on your account
application or the appropriate form, available from us. All account owners
must sign. When you call, we may request personal identification and tape
record the call.

How to Open an Account

If you already have an account with us and you have authorized telephone
exchanges, you may call to open an account in another UMB Scout Fund by
exchange ($1,000 minimum). The names and registrations on the accounts must
be identical.

How to add to an account

You may invest by telephone ($100 minimum). After we receive your telephone
call, we will deduct from your checking account the cost of the shares.

Availability of this service is subject to approval by the Fund and
participating banks.

How to sell shares

You may withdraw any amount by telephone ($500 minimum if wired). We will send
funds only to the address or bank account on file with us. Provide the Fund's
name, your account number, the names of each account owner (exactly as
registered), and the number of shares or dollar amount to be redeemed. For
wires, also provide the bank name and bank account number.

How to exchange shares

You may exchange shares ($1,000 minimum or the initial minimum fund requirement)
for shares in another UMB Scout Fund. The shares being exchanged must have been
held in open account for 15 days or more.

By mail

UMB Scout Funds
P.O. Box 219757
Kansas City, MO 64121-9757

How to open an account

Complete and sign the application included with this Prospectus. Your initial
investment must meet the minimum amount and you must specify which Fund (or
Portfolio) in which you want to invest. Make your check payable to UMB Bank,
n.a.

How to add to an account

Make your check ($100 minimum) payable to UMB Bank, n.a. and mail it to us.
Always identify your account number or include the detachable coupon (from
your confirmation statement).

How to sell shares

In a letter, include the genuine signature of each registered owner (exactly
as registered), the name of each account owner, the account number and the
number of shares or the dollar amount to be redeemed. We will send funds only
to the address of record.

How to exchange shares

In a letter, include the genuine signature of each registered owner, the Fund
name and your account number, the number of shares or dollar amount to be
exchanged ($1,000 minimum) and the UMB Scout Fund into which the amount is
being transferred.

By wire

UMB Bank, n.a.
Kansas City, Missouri,
<PAGE>
UMB SCOUT FUNDS GROUP
PART C
OTHER INFORMATION

ITEM 23. EXHIBITS:

(a) Articles of Incorporation

(1) UMB Scout Stock Fund, Inc.

(A) Articles of Incorporation of the Registrant as filed in Maryland
on July 29, 1982 previously filed with PEA #31 to Registration
Statement on Form N1-A on 3/2/99 and incorporated herein by
reference.

(B) Articles of Revival of the Registrant as filed in Maryland on
January 12, 1987 previously filed with PEA #31 to Registration
Statement on Form N1- A on 3/2/99 and incorporated herein by
reference.

(C) Articles of Amendment of the Registrant filed in Maryland on
April 27, 1995 previously filed with PEA #31 to Registration
Statement on Form N1-A on 3/2/99 and incorporated herein by
reference.

(D) Articles Supplementary of the Registrant filed in Maryland on
February 9, 1996 previously filed with PEA #31 to Registration
Statement on Form N1- A on 3/2/99 and incorporated herein by
reference.

(E) Articles of Amendment of the Registrant filed in Maryland on
October 19, 1998 and effective on October 31, 1998 previously
filed with PEA #31 to Registration Statement on Form N1-A on
3/2/99 and incorporated herein by reference.

(F) Articles Supplementary of the Registrant filed in Maryland on
April 16, 1999. Previously filed with PEA #33 to Registration
Statement on Form N1-A on 9/2/99 and incorporated herein by
reference.

(2) UMB Scout WorldWide Fund, Inc.

(A) Articles of Incorporation of the Registrant as filed in Maryland
on January 7, 1993 previously filed with PEA #14 to Registration
Statement on Form N1-A on 3/2/99 and incorporated herein by
reference.

(B) Articles of Amendment of the Registrant filed in Maryland on
April 27, 1995 previously filed with PEA #14 to Registration
Statement on Form N1-A on 3/2/99 and incorporated herein by
reference.

(C) Articles of Amendment of the Registrant filed in Maryland on
October 19, 1998 and effective on October 31, 1998 previously
filed with PEA #14 to Registration Statement on Form N1-A on
3/2/99 and incorporated herein by reference.

(D) Articles Supplementary of the Registrant filed in Maryland on
April 16, 1999. Previously filed with PEA #16 to Registration
Statement on Form N1-A on 9/2/99 and incorporated herein by
reference.

(3) UMB Scout Money Market Fund, Inc.

(A) Articles of Incorporation of the Registrant as filed in Maryland
on June 23, 1982. Previously filed with PEA #33 to Registration
Statement on Form N1-A on 9/2/99 and incorporated herein by
reference.

(B) Articles Supplementary of the Registrant as filed in Maryland on
July 23, 1982. Previously filed with PEA #33 to Registration
Statement on Form N1-A on 9/2/99 and incorporated herein by
reference.

(C) Articles of Revival of the Registrant as filed in Maryland on
January 12, 1987. Previously filed with PEA #33 to Registration
Statement on Form N1-A on 9/2/99 and incorporated herein by
reference.

(D) Articles Supplementary of the Registrant filed in Maryland on
February 11, 1991. Previously filed with PEA #33 to Registration
Statement on Form N1-A on 9/2/99 and incorporated herein by
reference.

(E) Articles of Amendment of the Registrant filed in Maryland on
April 27, 1995. Previously filed with PEA #33 to Registration
Statement on Form N1-A on 9/2/99 and incorporated herein by
reference.

(F) Articles of Amendment of the Registrant filed in Maryland on
October 19, 1998. Previously filed with PEA #33 to Registration
Statement on Form N1-A on 9/2/99 and incorporated herein by
reference.

(4) UMB Scout Tax-Free Money Market Fund, Inc.

(A) Articles of Incorporation of the Registrant as filed in Maryland
on July 29, 1982. Previously filed with PEA #33 to Registration
Statement on Form N1-A on 9/2/99 and incorporated herein by
reference.

(B) Articles of Revival of the Registrant as filed in Maryland on
January 12, 1987. Previously filed with PEA #33 to Registration
Statement on Form N1-A on 9/2/99 and incorporated herein by
reference.

(C) Articles of Amendment of the Registrant filed in Maryland on
April 27, 1995. Previously filed with PEA #33 to Registration
Statement on Form N1-A on 9/2/99 and incorporated herein by
reference.

(D) Articles of Amendment of the Registrant filed in Maryland on
October 19, 1998. Previously filed with PEA #33 to Registration
Statement on Form N1-A on 9/2/99 and incorporated herein by
reference.

(5) UMB Scout Balanced Fund, Inc.

(A) Articles of Incorporation of the Registrant as filed in Maryland
on July 13, 1995. Previously filed with PEA #8 to Registration
Statement on Form N1-A on 9/2/99 and incorporated herein by
reference.

(B) Articles of Amendment of the Registrant filed in Maryland on
October 19, 1998. Previously filed with PEA #8 to Registration
Statement on Form N1-A on 9/2/99 and incorporated herein by
reference.

(6) UMB Scout Regional Fund, Inc.

(A) Articles of Incorporation of the Registrant as filed in Maryland
on July 8, 1986. Previously filed with PEA #27 to Registration
Statement on Form N1-A on 9/2/99 and incorporated herein by
reference.

(B) Articles of Amendment of the Registrant filed in Maryland on July
30, 1991.a Previously filed with PEA #27 to Registration
Statement on Form N1-A on 9/2/99 and incorporated herein by
reference.

(C) Articles of Amendment of the Registrant filed in Maryland on
April 27, 1995. Previously filed with PEA #27 to Registration
Statement on Form N1-A on 9/2/99 and incorporated herein by
reference.

(D) Articles of Amendment of the Registrant filed in Maryland on
October 19, 1998 and effective on October 31, 1998.
Previously filed with PEA #27 to Registration Statement on Form
N1-A on 9/2/99 and incorporated herein by reference.

(7) UMB Scout Bond Fund, Inc.

(A) Articles of Incorporation of the Registrant as filed in Maryland
on July 29, 1982. Previously filed with PEA #32 to Registration
Statement on Form N1-A on 9/2/99 and incorporated herein by
reference.

(B) Articles of Revival of the Registrant filed in Maryland on
January 12, 1987. Previously filed with PEA #32 to Registration
Statement on Form N1-A on 9/2/99 and incorporated herein by
reference.

(C) Articles of Amendment of the Registrant filed in Maryland on
April 27, 1995. Previously filed with PEA #32 to Registration
Statement on Form N1-A on 9/2/99 and incorporated herein by
reference.

(D) Articles Supplementary of the Registrant filed in Maryland on
February 9, 1996. Previously filed with PEA #32 to Registration
Statement on Form N1-A on 9/2/99 and incorporated herein by
reference.

(E) Articles of Amendment of the Registrant filed in Maryland on
October 19, 1998 and effective on October 31, 1998.
Previously filed with PEA #32 to Registration Statement on Form
N1-A on 9/2/99 and incorporated herein by reference.

(8) UMB Scout Capital Preservation Fund, Inc.

(A) Articles of Incorporation of the Registrant as filed in Maryland
on October 16, 1997. Previously filed with PEA #2 to Registration
Statement on Form N1-A on 9/2/99 and incorporated herein by
reference.

(B) Articles of Amendment of the Registrant filed in Maryland on
October 19, 1998 and effective on October 31, 1998.
Previously filed with PEA #2 to Registration Statement on Form
N1-A on 9/2/99 and incorporated herein by reference.

(9) UMB Scout Kansas Tax-Exempt Bond Fund, Inc.

(b) By-Laws

(1) UMB Scout Stock Fund, Inc. By-laws previously filed
with PEA #32 to Registration Statement on Form N1-A on
3/2/99 and incorporated herein by reference.

(2) UMB Scout WorldWide Fund, Inc. By-laws previously filed with PEA #15
to Registration Statement on Form N1-A on 3/2/99 and incorporated
herein by reference.

(3) UMB Scout Money Market Fund, Inc. By-laws previously filed with PEA
#33 to Registration Statement on Form filed on 8/30/99 and
incorporated herein by reference.

(4) UMB Scout Tax-Free Money Market Fund, Inc. By-laws previously filed
with PEA #33 to Registration Statement on Form filed on 8/30/99 and
incorporated herein by reference.

(5) UMB Scout Balanced Fund, Inc. By-laws previously filed
filed with PEA #8 to Registration Statement on Form
on 8/30/99 and incorporated herein by reference.

(6) UMB Scout Regional Fund, Inc. By-laws previously filed
filed with PEA #14 to Registration Statement on Form
on 8/30/99 and incorporated herein by reference.

(7) UMB Scout Bond Fund, Inc. By-laws previously filed
filed with PEA #27 to Registration Statement on Form
on 8/30/99 and incorporated herein by reference.

(8) UMB Scout Capital Preservation Fund, Inc. By-laws previously filed
with PEA #2 to Registration Statement on Form filed on 8/30/99 and
incorporated herein by reference.

(9) UMB Scout Kansas Tax-Exempt Bond Fund, Inc. By-laws filed with PEA #33
to Registration Statement on Form previously filed on 8/30/99 and
incorporated herein by reference.

Not Applicable

(d) Investment Advisory Contracts

(1) (a) Management Agreement between UMB Bank, n.a. and
UMB Scout Stock Fund, Inc. for the UMB Scout Stock
Fund series dated January 1, 1996 previously filed
with PEA #32 to Registration Statement on Form N1-A on
3/2/99 and incorporated herein by reference.

(b) Management Agreement between UMB Bank, n.a. and
UMB Scout Stock Fund, Inc. for the UMB Scout Stock
Select Fund series previously filed with PEA #32 to
Registration Statement on Form N1-A on 3/2/99 and
incorporated herein by reference.

(2) (a) Management Agreement between UMB Bank, n.a. and UMB Scout
WorldWide Fund, Inc. for the UMB Scout WorldWide Fund series dated
January 1, 1996 previously filed with PEA #14 to Registration
Statement on Form N1-A on 3/2/99 and incorporated herein by reference.

(b) Management Agreement between UMB Bank, n.a. and
UMB Scout Worldwide Fund, Inc., on behalf of the UMB
Scout WorldWide Fund series previously filed with PEA
#14 to Registration Statement on Form N1-A on 3/2/99
and incorporated herein by reference.

(3) Management Agreement between UMB Bank, n.a. and UMB
Scout Money Market Fund, Inc. dated January 1, 1996.
Previously filed with PEA #33 to the Registration Statement
on Form N-1A on 8/30/1999 and incorporated by reference.

(4) Management Agreement between UMB Bank, n.a. and UMB
Scout Tax-Free Money Market Fund, Inc. dated January 1, 1996.
Previously filed with PEA #33 to the Registration Statement
on Form N-1A on 8/30/1999 and incorporated by reference.

(5) Management Agreement between UMB Bank, n.a. and UMB
Scout Balanced Fund, Inc. dated December 6, 1995.
Previously filed with PEA #9 to the Registration Statement
on Form N-1A on 8/30/1999 and incorporated by reference.

(6) Management Agreement between UMB Bank, n.a. and UMB
Scout Regional Fund, Inc. dated January 1, 1996.
Previously filed with PEA #27 to the Registration Statement
on Form N-1A on 8/30/1999 and incorporated by reference.

(7) Management Agreement between UMB Bank, n.a. and UMB
Scout Bond Fund, Inc. dated January 1, 1996.
Previously filed with PEA #33 to the Registration Statement
on Form N-1A on 8/30/1999 and incorporated by reference.

(8) Management Agreement between UMB Bank, n.a. and UMB
Scout Capital Preservation Fund, Inc. dated February 23, 1997.
Previously filed with PEA #3 to the Registration Statement
on Form N-1A on 8/30/1999 and incorporated by reference.

(9) Management Agreement between UMB Bank, n.a. and UMB
Scout Kansas Tax-Exempt Bond Fund, Inc. dated February 23, 1997.
Previously filed with PEA #3 to the Registration Statement
on Form N-1A on 8/30/1999 and incorporated by reference.

(e) Underwriting Contracts

(1) (a) Underwriting Agreement between Jones & Babson,
Inc. and UMB Scout Stock Fund, Inc. on behalf of the
UMB Scout Stock Fund series dated September 30, 1993.
Previously filed with PEA #33 to the Registration Statement
on Form N-1A on 8/30/1999 and incorporated by reference.

(b) Form of Underwriting Agreement between Jones &
Babson, Inc. and UMB Scout Stock Fund, Inc. for the
UMB Scout Stock Fund series previously filed with PEA
#32 to Registration Statement on Form N1-A on 3/2/99
and incorporated herein by reference.

(2) (a) Underwriting Agreement between Jones & Babson,
Inc. and UMB Scout WorldWide Fund, Inc. on behalf of
the UMB Scout WorldWide Fund series dated September 30, 1993.
Previously filed with PEA #16 to the Registration Statement
on Form N-1A on 8/30/1999 and incorporated by reference.

(b) Form of Underwriting Agreement between Jones &
Babson, Inc. and UMB Scout Worldwide Fund, Inc. on
behalf of the UMB Scout Worldwide Select Fund series
previously filed with PEA #14 to Registration
Statement on Form N1-A on 3/2/99 and incorporated
herein by reference.

(3) Underwriting Agreement between Jones & Babson, Inc.
and UMB Scout Money Market Fund, Inc. dated September 30,
1933 Previously filed with PEA #33 to the Registartion Statement
on Form N-1A on 8/30/1999 and incorporated by reference.

(4) Underwriting Agreement between Jones & Babson, Inc.
and UMB Scout Tax-Free Money Market Fund, Inc. dated
September 30, 1993 is filed herewith as Exhibit No.
EX99.23(e)(4).

(5) Underwriting Agreement between Jones & Babson, Inc.
and UMB Scout Balanced Fund, Inc. dated December 6, 1995
Previously filed with PEA #9 to the Registartion Statement
on Form N-1A on 8/30/1999 and incorporated by reference.

(6) Underwriting Agreement between Jones & Babson, Inc.
and UMB Scout Regional Fund, Inc. (formerly UMB
Heartland Fund, Inc.) dated September 30, 1993
Previously filed with PEA #27 to the Registartion Statement
on Form N-1A on 8/30/1999 and incorporated by reference.

(7) Underwriting Agreement between Jones & Babson, Inc.
and UMB Scout Bond Fund, Inc. dated September 30, 1993
Previously filed with PEA #32 to the Registartion Statement
on Form N-1A on 8/30/1999 and incorporated by reference.

(8) Underwriting Agreement between Jones & Babson, Inc.
and UMB Scout Capital Preservation Fund, Inc.
dated February 23, 1998. Previously filed with PEA #3 to
the Registration Statement on Form N-1A on 8/30/1999
and incorporated by reference.

(9) Underwriting Agreement between Jones & Babson, Inc.
and UMB Scout Kansas Tax-Exempt Bond Fund, Inc.
dated February 23, 1998. Previously filed with PEA #33 to
the Registration Statement on Form N-1A on 8/30/1999
and incorporated by reference.

(f) Bonus or Profit Sharing Contracts

Not Applicable.

(g) Custodian Agreement between:

Registrants and UMB Bank, N.A. dated October 30, 1995 is previously filed
with the Registration Statement on Form N-1A on 8/30/1999 and incorporated
by reference.

(h) Other Material Contracts:

(1) Transfer Agency Agreement between Jones & Babson, Inc.
and UMB Scout Stock Fund, Inc. dated January 1, 1996 is
previously filed with the Registration Statement
on Form N-1A on 8/30/1999 and incorporated by reference.

(2) Transfer Agency Agreement between Jones & Babson, Inc.
and UMB Scout WorldWide Fund, Inc. dated January 1, 1996 is
previously filed with the Registration Statement
on Form N-1A on 8/30/1999 and incorporated by reference.

(3) Transfer Agency Agreement between Jones & Babson, Inc.
and UMB Scout Money Market Fund, Inc. dated January 1, 1996 is
previously filed with the Registration Statement
on Form N-1A on 8/30/1999 and incorporated by reference.

(4) Transfer Agency Agreement between Jones & Babson, Inc.
and UMB Scout Tax-Free Money Market Fund, Inc. dated January 1, 1996
is previously filed with the Registration Statement
on Form N-1A on 8/30/1999 and incorporated by reference.

(5) Transfer Agency Agreement between Jones & Babson, Inc.
and UMB Scout Balanced Fund, Inc. dated December 6, 1995 is
previously filed with the Registration Statement on Form N-1A
on 8/30/1999 and incorporated by reference.

(6) Transfer Agency Agreement between Jones & Babson, Inc.
and UMB Scout Regional Fund, Inc. dated January 1, 1996 is
previously filed with the Registration Statement
on Form N-1A on 8/30/1999 and incorporated by reference.

(7) Transfer Agency Agreement between Jones & Babson, Inc.
and UMB Scout Bond Fund, Inc. dated January 1, 1996 is
previously filed with the Registration Statement
on Form N-1A on 8/30/1999 and incorporated by reference.

(8) Transfer Agency Agreement between Jones & Babson, Inc.
and UMB Scout Capital Preservation Fund, Inc. dated
February 23, 1998 is previously filed with the Registration
Statement on Form N-1A on 8/30/1999 and incorporated
by reference.

(9) Transfer Agency Agreement between Jones & Babson, Inc.
and UMB Scout Kansas Tax-Exempt Bond Fund, Inc. dated
February 23, 1998 is previously filed with the Registration
Statement on Form N-1A on 8/30/1999 and incorporated
by reference.

(i) Opinion and Consent of Counsel as to the legality of the
securities issued by each registrant is filed herewith as
Exhibit No. EX23.23(i).

(j) Other Opinions

(1) Consent of Independent Auditors for:

(A) UMB Scout Stock Fund, Inc. is filed herewith as
Exhibit No. EX23.23(j)(1)(A).

(B) UMB Scout WorldWide Fund, Inc. is filed herewith
as Exhibit No. EX23.23(j)(1)(B).

(D) UMB Scout Money Market Fund, Inc. is filed
herewith as Exhibit No. EX23.23(j)(1)(D).

(E) UMB Scout Tax-Free Money Market Fund, Inc. is
filed herewith as Exhibit No. EX23.23(j)(1)(E).

(F) UMB Scout Balanced Fund, Inc. is filed herewith
as Exhibit No. EX23.23(j)(1)(F).

(G) UMB Scout Bond Fund, Inc. is filed herewith as
Exhibit No. EX23.23(j)(1)(G).

(H) UMB Scout Capital Preservation Fund, Inc. is
filed herewith as Exhibit No. EX23.23(j)(1)(H).

(I) UMB Scout Kansas Tax-Exempt Bond Fund, Inc. is
filed herewith as Exhibit No. EX23.23(j)(1)(I).

(J) UMB Scout Funds is filed herewith as Exhibit No.
EX23.23(j)(1)(K).

(2) Power of Attorney for:

(A) UMB Scout Stock Fund, Inc. is filed herewith as
Exhibit No. EX24.23(j)(2)(A).

(B) UMB Scout WorldWide Fund, Inc. is filed herewith
as Exhibit No. EX24.23(j)(2)(B).

(D) UMB Scout Money Market Fund, Inc. is filed
herewith as Exhibit No. EX24.23(j)(2)(D).

(E) UMB Scout Tax-Free Money Market Fund, Inc. is
filed herewith as Exhibit No. EX24.23(j)(2)(E).

(F) UMB Scout Balanced Fund, Inc. is filed herewith
as Exhibit No. EX24.23(j)(2)(F).

(G) UMB Scout Bond Fund, Inc. is filed herewith as
Exhibit No. EX24.23(j)(2)(G).

(H) UMB Scout Capital Preservation Fund, Inc. is
filed herewith as Exhibit No. EX24.23(j)(2)(H).

(I) UMB Scout Kansas Tax-Exempt Bond Fund, Inc. is
filed herewith as Exhibit No. EX24.23(j)(2)(I).

(k) Omitted Financial Statements

Not Applicable.

(l) Initial Capital Agreements

Not Applicable.

(m) Rule 12b-1 Plan

Not Applicable.

(n) Rule 18f-3 Plan

Not Applicable.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE
REGISTRANT:

None.

ITEM 25. INDEMNIFICATION:

Under the terms of the Maryland General Corporation Law and the Registrant's
By-Laws, the Registrant shall indemnify any person who was or is a director,
officer, or employee of the Registrant 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 Registrant only
as authorized in the specific case upon a determination that indemnification of
such person 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 Registrant 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 Registrant to any director or officer
of the Registrant for any liability to the Registrant or shareholders to which
he would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of duty.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT
ADVISER:

The principal business of UMB Bank, n.a. is the provision of
banking and investment management services to individuals and
businesses.

ITEM 27. PRINCIPAL UNDERWRITER:

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

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

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

Stephen S. Soden Chairman and Director
700 Karnes Blvd. 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

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

Martin A. Cramer Legal and Regulatory Vice President &
700 Karnes Blvd. Affairs, Vice Pres. Secretary
Kansas City, MO and Secretary
64108-3306

Constance E. Martin Asst. Vice President Asst. Vice President
BMA Tower
700 Karnes Blvd.
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
Transfer Agency Agreement.

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS:

Each account, book or other document required to be maintained by Section 31(a)
of the Investment Company Act of 1940, as amended and Rules (17 CFR 270-31a-1 to
31a-3) promulgated thereunder, is in the physical possession of Jones and
Babson, Inc., at BMA Tower, 700 Karnes Blvd., Kansas City, Missouri 64108-3306.

ITEM 29. MANAGEMENT SERVICES:

There are no management related service contracts not discussed in Part A or
Part B.

ITEM 30. UNDERTAKINGS:

Registrant undertakes that, if requested to do so by the holders of at least 10%
of the registrant's outstanding shares, to call a meeting of shareholders for
the purpose of voting upon the question of removal of a director or directors
and to assist in communications with other shareholders as required by Section
16(c) of the Investment Company Act of 1940, as amended.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as
amended (the "1933 Act") and the Investment Company Act of 1940, as amended, the
Registrant certifies that it meets all of the requirments for effectiveness of
this Registration Statement under Rule 485(b) under the 1933 Act and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, duly authorized, on the 27th day of October, 2000.

By /s/ Stephen S. Soden
Stephen S. Soden, Chairman and President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and the date(s) indicated.

Signature Title Date

/s/ Stephen S. Soden President, Principal Executive October 27, 2000
Stephen S. Soden Officer and Director

/s/ Eric T. Jager Director October 27, 2000
Eric T. Jager*

/s/ William E. Hoffman Director October 27, 2000
William E. Hoffman*

/s/ Stephen F. Rose Director October 27, 2000
Stephen F. Rose*

/s/ Stewart Wien* Director October 27, 2000
Stewart Wien*

/s/ P. Bradley Adams Vice President and Principal October 27, 2000
P. Bradley Adams Financial and Accounting Officer

By: /s/ Stephen S. Soden
Attorney-in-Fact
(Pursuant to Power of Attorney)

<PAGE>

EXHIBIT INDEX

Exhibit Exhibit No.

Opinion and Consent of Counsel EX23.23(i)

Consent of Auditors EX23.23(j)
UMB Scout Stock Fund, Inc. EX23.23(j)(1)(A)
UMB Scout Worldwide Fund, Inc. EX23.23(j)(1)(B)
UMB Scout Regional Fund, Inc. EX23.23(j)(1)(C)
UMB Scout Money Market Fund, Inc. EX23.23(j)(1)(D)
UMB Scout Tax-Free Money
Market Fund, Inc. EX23.23(j)(1)(E)
UMB Scout Balanced Fund, Inc. EX23.23(j)(1)(F)
UMB Scout Bond Fund, Inc. EX23.23(j)(1)(G)
UMB Scout Capital Preservation
Fund, Inc. EX23.23(j)(1)(H)
UMB Scout Kansas Tax-Exempt
Bond Fund, Inc. EX23.23(j)(1)(I)
UMB Scout Funds EX23.23(j)(1)(J)

Power of Attorney EX24.23(j)(

UMB Scout Stock Fund, Inc. EX24.23(j)(2)(A)
UMB Scout Worldwide Fund, Inc. EX24.23(j)(2)(B)
UMB Scout Regional Fund, Inc. EX24.23(j)(2)(C)
UMB Scout Money Market Fund, Inc. EX24.23(j)(2)(D)
UMB Scout Tax-Free Money
Market Fund, Inc. EX24.23(j)(2)(E)
UMB Scout Balanced Fund, Inc. EX24.23(j)(2)(F)
UMB Scout Bond Fund, Inc. EX24.23(j)(2)(G)
UMB Scout Capital Preservation
Fund, Inc. EX24.23(j)(2)(H)
UMB Scout Kansas Tax-Exempt
Bond Fund, Inc. EX24.23(j)(2)(I)