Prospectus
                             Units of Participation
                      UMB Bank Collective Investment Funds
                                January 31, 2000

This  Prospectus  offers  Units of  Participation  ("Units")  in three  separate
Collective Investment Funds (the "Funds" and individually a Fund) that have been
established and are maintained by the Trust Department of UMB Bank, n.a. ("UMB")
to provide  investment  mediums  for  retirement  plans  utilizing  the UMB Bank
Defined  Contribution  Plan and Trust and other qualified  retirement  plans for
which UMB is Trustee.  The Units are only offered to such plans. This Prospectus
replaces the Prospectus initially delivered to investors in the Funds as of June
7, 1999,  in order to update the financial  data and certain  other  information
contained in the June 7, 1999 Prospectus.  This Prospectus may only be used with
the  financial  statements  and  related  notes  set  forth  in part two of this
Prospectus and should be retained for future  reference.  Units are available in
the following Funds (See Investment Policies of the Investment Funds).

Fund for Pooling Equity Investments of Employee Trusts (the Pooled Equity Fund).
The primary  objective of the Pooled  Equity Fund is growth in value of units of
the Fund through investments in equity securities and the reinvestment of income
therefrom.  Investment in other  securities to the extent deemed  appropriate by
UMB is not prohibited.

Fund for Pooling Debt Investments of Employee Trusts (the Pooled Debt Fund). The
primary  objective  of the  Pooled  Debt  Fund  is  stability  in the  value  of
underlying assets through  investment in good quality fixed income  obligations,
such as those classified as A rated or better by standard rating  services,  and
growth in unit values through the reinvestment of investment  income  therefrom.
Investment in other  securities to the extent deemed  appropriate  by UMB is not
prohibited.

Pooled Income Fund for Employee  Trusts (the Pooled  Income  Fund).  The primary
objective  of the Pooled  Income Fund is to provide a high  degree of  liquidity
through the  investment of funds in short-term  fixed income  obligations.  Unit
value growth is determined by the level of short-term  interest  rates from time
to time as income is  reinvested.  Investment in other  securities to the extent
deemed appropriate by UMB is not prohibited.

The Units of a Fund are offered at a price that is  calculated  by dividing  the
market  value  of all the  assets  in the  Fund  including  cash,  if any,  less
liabilities  at the close of business on the valuation  date by the total number
of  outstanding  Units of that Fund on the  valuation  date (the date on which a
participating  plan may invest in a Fund).  No discounts or commissions are paid
as a result of the sale of the Units.

This  Prospectus  also describes the  investment of assets of a retirement  plan
that utilizes the UMB Bank Defined  Contribution Plan and Trust (a "DC Plan") in
one or more of the Funds,  the right of an  individual  participant  to elect to
direct the investment of assets in such participant's  account number under a DC
Plan and distribution of benefits under a DC Plan.

These  securities  have not been approved or  disapproved  by the Securities and
Exchange  Commission,  any state  securities  commission or any other regulatory
authority, nor have any of the foregoing authorities passed upon the accuracy or
adequacy of this Prospectus.  Any  representation  to the contrary is a criminal
offense.

Units of  Participation  in the funds are not  deposits  or  obligations  of, or
guaranteed or endorsed by UMB Bank,  n.a.,  And units of  participation  are not
federally  insured by the federal  deposit  insurance  corporation,  the federal
reserve board, or any other  governmental  agency,  and involve  investment risk
including the possible loss of the principal invested. The collective investment
funds are not registered as investment  companies  under the investment  company
act of 1940 and, therefore,  are not subject to compliance with the requirements
of such act.  Units are not  "redeemable  securities"  within the meaning of the
investment company act of 1940.

See "Risk Factors" on page 9 for a discussion of certain  matters that should be
considered in evaluating an investment in the Units.

This  Prospectus  does not constitute an offering in any  jurisdiction  in which
such offering may not be legally made.

                         UMB Bank, National Association
                                Trust Department
                        1010 Grand Boulevard - Box 419692
                        Kansas City, Missouri 64141-6692
                                 (816) 860-7474


                                       1

<PAGE>




                                Table of Contents

  Summary of the Collective Investment Funds .................................3

  Summary of the UMB Bank Defined
    Contribution Plan and Trust ..............................................7
  Risk Factor.................................................................9

The Collective Investment Funds .............................................10
    Investment of Participants' Accounts ....................................10
    Summary of Units of Participation Values ................................10
    Investment Management ...................................................10
    Brokerage of Securities Transactions ....................................11

Investment Policies of the Collective Investment Funds.......................11
    Investment Objectives....................................................11
    Valuation of Funds' Assets...............................................12
    Turnover Rates...........................................................12

UMB as Trustee of the Funds .................................................13

UMB Bank Defined Contribution Plan and Trust ................................14
    Definitions of Certain Terms ............................................14
    Adoption of a Plan ......................................................15
    UMB as Trustee of the Defined Contribution Plan and Trust ...............16
    Plan Administrator ......................................................16
    Participation in the Plan ...............................................16
    Contributions ...........................................................17
    Restrictions on Investments .............................................17
    Vesting of Participant's Interest .......................................17
    Benefits ................................................................17
    Amendment and Termination ...............................................18
    Resignation, Removal and Succession of Trustee ..........................19
    Taxes, Expenses and Fees ................................................19
    Litigation ..............................................................20
    Limitation of Liability of Trustee ......................................20
    Federal Income Tax Consequences of UMB
    Defined Contribution Plan and Trust .....................................20

Other Tax Consequences ......................................................21
    Penalty Taxes ...........................................................21
    State Tax Consequences ..................................................21
    Reports .................................................................21
    Legal Matters ...........................................................21
    Additional Information ..................................................22
    Recommendation to Consult Advisors ......................................22

Table of Contents to Financial Statements ..................................F-1







                                       2
<PAGE>

                  Summary of the Collective Investment Funds

The Collective  Investment  Funds are trusts that have been  established by UMB,
which is also  Trustee of the Funds,  for the  purpose of  providing  investment
mediums for certain  qualified  retirement  plans.  There are three  Funds,  the
investment objectives of which are as follows:

Fund for Pooling Equity Investments of Employee Trusts. The primary objective of
the Pooled Equity Fund,  which was created by UMB in 1955, in growth in value of
units of the Fund through  investments in equity securities and the reinvestment
of  income  therefrom.  Investment  in other  securities  to the  extent  deemed
appropriate by UMB is not prohibited.  See Investment Policies of the Collective
Investment Funds.

Fund for Pooling Debt Investments of Employee Trusts.  The primary  objective of
the Debt Fund,  which was created by UMB in 1955,  is  stability in the value of
underlying assets through  investment in good quality fixed income  obligations,
such as those classified as A rated or better by standard rating  services,  and
growth in unit values through the reinvestment of investment  income  therefrom.
Investment in other  securities to the extent deemed  appropriate  by UMB is not
prohibited. See Investment Policies of the Collective Investment Funds.

Pooled  Income Fund for  Employee  Trusts.  The primary  objective of the Pooled
Income  Fund,  which was created by UMB in 1974,  is to provide a high degree of
liquidity   through  the   investment  of  funds  in  short-term   fixed  income
obligations. Unit value growth is determined by the level of short-term interest
rates from time to time as income is reinvested.  Investment in other securities
to the  extent  deemed  appropriate  by UMB is not  prohibited.  See  Investment
Policies of the Collective Investment Funds.

The  assets of each of the Funds are  managed  by UMB as  Trustee.  UMB  charges
against the assets of each plan under the UMB Bank Defined Contribution Plan and
Trust certain fees which are set forth in a schedule published from time to time
by UMB.  No  start-up  fees are  charged  new  participants  under a plan.  More
detailed information  concerning fees for specific  transactions under a plan is
set forth  under  Summary  of the UMB  Defined  Contribution  Plan and Trust and
Taxes, Expenses and Fees. All fees payable in connection with a plan are subject
to change.

Except for  withdrawal of voluntary  contributions  (See Employee  Nondeductible
Voluntary Contributions) the methods described under Benefits are the only means
by which a  participant  may redeem or  receive  benefits  from a  participant's
account under a plan.

Notwithstanding  the  respective  investment  objectives  in the three  separate
funds, UMB, as Trustee,  has broad discretion in the investment of the assets in
the funds, and is not prohibited by the UMB Bank Defined  Contribution  Plan and
Trust,  from  concentrating  the assets of a fund in securities of one issuer or
one industry,  purchasing  securities on margin,  making short sales, trading in
commodities, purchasing the securities of new enterprises or engaging in various
investment practices which are not specifically set forth in this Prospectus.

                         Selected Financial Information

The historical  performance of the Pooled Equity Fund, the Pooled Debt Fund, and
the Pooled Income Fund is set forth below for the periods indicated.  The tables
contain  selected data per Unit for each Fund based on the annual average number
of Units  outstanding  for  each of the  five  years  presented  in the  tables.
Information  in these tables  should be read in  conjunction  with the financial
statements  for the three  years ended  October  31, 1998 and the related  notes
thereto  as set forth in part two of this  Prospectus.  Past  performance  is no
guarantee of future results.


           ( The remainder of this page is intentionally left blank )









                                       3
<PAGE>



             Fund for Pooling Equity Investments of Employee Trusts
                    Selected Financial Information (Per Unit)


                         For the year ended October 31,

<TABLE>
<CAPTION>


                                                          1999        1998        1997        1996         1995
                                                     ---------    ---------    --------   --------    ----------

<S>                                                  <C>         <C>         <C>         <C>          <C>
Investment income                                       $ 3.23      $ 3.03      $ 2.49      $ 2.31       $ 2.26

Expenses                                                   .01         .00         .01         .01          .01

                                                     ---------    --------     -------     --------    ---------
Net investment income                                     3.34        3.03        2.48        2.30         2.25

Net realized and unrealized gain on
investments                                               7.79        3.93       13.75       5. 92         5.70

                                                     ---------    --------     -------     --------    ---------
Net increases in unit value                              11.13        6.96       16.23        8.22         7.95

Unit Value:
        Beginning of year                                95.73       88.77       72.54       64.32        56.37

                                                     ---------    --------     -------    --------    ---------
        End of year                                    $106.86      $95.73      $88.77      $72.54       $64.32

                                                     =========    =========   =========   =========    =========
Ratio of expenses to average participants'
interest                                                  0.01%       0.00%       0.01%       0.01%        0.01%
                                                     =========    =========   =========   =========    =========

Ratio of net investment income to average
participants' interest1                                   3.21%       3.28%       3.17%       3.28%        3.74%

Ratio of net realized and unrealized gain
on investments to average participants'
interest1                                                10.30%       5.18%      17.83%       8.91%        9.32%
                                                        ---------    --------     -------    --------    --------

Ratio of net increase from investment
activities to average                                    13.51%       8.46%      21.00%      12.19%       13.06%
participants'interest1
                                                       =========    =========  ========   =========    =========
Number of units outstanding at end of year
                                                     1,379,603   1,948,510   2,444,463   3,578,723    4,082,250
                                                     =========   =========   =========   =========    =========

</TABLE>

       Participants' interest is the total net assets of the Fund.








                                       4
<PAGE>

             Fund for Pooling Debt Investments of Employee Trusts
                    Selected Financial Information (Per Unit)

                         For the year ended October 31,
<TABLE>
<CAPTION>


                                                          1999       1998         1997        1996         1995
                                                      ---------    --------     -------    --------    ---------

<S>                                                  <C>         <C>         <C>         <C>          <C>
Investment income                                        $4.74       $4.34       $4.10       $3.89        $3.33

Expenses                                                   .01         .01         .01         .01          .01
                                                      ---------    --------     -------    --------    ---------
Net investment income                                     4.75        4.33        4.09        3.88         3.32

Net realized and unrealized gain (loss) on
investments                                              (4.43)       2.41         .93        (.67)        3.82
                                                      ---------    --------     -------    --------    ---------
Net increase (decrease) in unit value                     0.32        6.74        5.02        3.21         7.14

Unit Value:
       Beginning of year                                 73.14       66.40       61.38       58.17        51.03
                                                      ---------    --------     -------    --------    ---------
       End of Year                                      $73.46      $73.14      $66.40      $61.38       $58.17
                                                      =========    ========   =========   =========    =========
Ratio of expenses to average participants'
interest1                                                 0.01%       0.01%       0.01%       0.01%        0.01%
                                                      =========    ========   =========   =========    =========
Ratio of net investment income to average
participants' interest1                                   6.46%       6.25%       6.45%       6.52%        6.12%

Ratio of net realized and unrealized gain
(loss) on investments to average
participant's interest1                                  (6.13%)      3.02%       0.93%     (1.30%)        6.55%
                                                      ---------    --------     -------    --------    ---------

Ratio of net increase (decrease) from
investment activities to average
participants interest1                                     .33%       9.27%       7.38%       5.22%       12.67%
                                                      =========   =========   =========   =========    =========
Number of units outstanding at end of year           1,261,504   1,592,285   1,958,030   2,752,806    2,825,108
                                                      =========  =========   =========   =========    =========
</TABLE>

        Participants' interest is the total net assets of the Fund.










                                      5
<PAGE>

                     Pooled Income Fund for Employee Trusts
                    Selected Financial Information (Per Unit)

                         For the year ended October 31,

<TABLE>
<CAPTION>


                                                          1999       1998         1997        1996         1995
                                                      ---------    --------     -------    --------    ---------

<S>                                                    <C>         <C>         <C>         <C>          <C>
Investment income                                        $3.19       $2.97       $2.84       $2.72        $2.67
Expenses                                                   -           -           -           -            -
                                                         ------      ------       -----       -----        -----
Net investment income                                     3.19        2.97        2.84        2.72         2.67

Net realized and unrealized gain (loss) on
investments                                               (.39)        .15        (.02)       (.03)         .05

                                                         ------       -----       -----       -----        -----
Net increase in unit value                                2.80        3.12        2.82        2.69         2.72

Unit Value:
      Beginning of year                                  56.04       52.92       50.10       47.41        44.69
                                                         ------        -----       -----       -----        -----
      End of year                                        58.84       56.04       52.92       50.10        47.41
                                                       ========     =======    ========    ========    =========
Ratio of net investment income to average
participants' interest1                                   5.54%       5.47%       5.53%       5.59%        6.07%

Ratio of net realized and unrealized gain
(loss) on investments to average
participants' interest1                                   0.00%       0.00%      (0.00%)     (0.06%)       0.12%

                                                     ----------    --------     -------    --------    ---------
Ratio of net increase from investment
activities to average participants' interest1             5.54%       5.47%       5.53%       5.53%        6.19%

                                                         ======      ======   =========   =========   =========

Number of units outstanding at end of year             452,661     499,036     661,185     884,822    1,386,619
                                                      =========    ========    =======    =========   =========

</TABLE>


        Participants' interest is the total net assets of the Fund.












                                       6

<PAGE>

                                     Summary
                                     of the
                  UMB Bank Defined Contribution Plan and Trust

                                 Plan and Trust

In order to provide certain employers with a means by which they may establish a
qualified  retirement plan through which the employers may have contributions to
such plans  invested in the Funds,  UMB offers a  Retirement  Plan  ("Plan") and
related   Trust   ("Trust")   for   adoption  by   corporations,   associations,
self-employed  individuals and partnerships (each called "Employer"),  which has
been  determined  by the  Internal  Revenue  Service  to be in  compliance  with
applicable provisions of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"). See UMB Bank Defined Contribution Plan and Trust. UMB acts as
Trustee under a Plan and Trust that has been established by an employer. See UMB
as  Trustee  of  the  Defined  Contribution  Plan  and  Trust.   Investments  of
contributions  to  a  Trust,  except  contributions  to  Individually   Directed
Accounts,  shall  be made by the  Trustee  in its  absolute  discretion  and the
Trustee may invest contributions in the Pooled Equity Fund, the Pooled Debt Fund
and  the  Pooled  Income  Fund  or  any  combination   thereof.   Investment  of
contributions   to  an  Individually   Directed   Account  is  directed  by  the
Participant,  and such  contributions may be invested in the Pooled Equity Fund,
the Pooled Debt Fund,  the Pooled Income Fund or in any form of  investment  not
prohibited by ERISA.  At the request of a Participant in a Plan and Trust,  life
insurance or annuity contracts may be purchased for such Participant  subject to
the  limitations and  restrictions of the Internal  Revenue Code and Regulations
promulgated thereunder. See Investment of Participants' Accounts and Definitions
of Certain Terms.

                           Adoption of Plan and Trust

Any  Employer  may adopt a Plan and Trust by  executing  an  Adoption  Agreement
designating  therein,  among other things,  (1) the eligibility  requirement for
employees in terms of age and continuous  period of employment,  (2) whether the
Plan  is a  pension  or  profit-sharing  plan,  (3)  the  formula  for  Employer
contributions to the Plan, (4) the vesting schedule for Employer  contributions,
and (5) the allocation of Employer  contributions.  Adoption of a Plan and Trust
establishes a separate Trust for each adopting Employer. See Adoption of a Plan.

                           Administration of the Plan

The Employer designates a Plan Administrator for purposes of the requirements of
ERISA and if no Plan  Administrator is designated,  the Employer is deemed to be
the Plan  Administrator.  The Plan  Administrator  determines the eligibility of
Employees for participation and benefits, maintains certain records, advises the
Trustee regarding payments and individual  investment directions of Participants
and has the  exclusive  right to  establish  such  rules and  procedures  as are
reasonably  necessary for proper and efficient  administration  of the Plan. The
Plan  Administrator  is charged with all duties  imposed  upon an  administrator
under ERISA. See Amendment and Termination.

                                   The Trustee

UMB is the Trustee of a Plan and Trust that has been  adopted by an Employer and
may  not  be  designated  as  a  Plan   Administrator.   The  Trustee   receives
contributions  made  under the Plan and may invest  them in its own  discretion,
unless a  Participant  elects to direct his own  account,  in the Pooled  Equity
Fund, the Pooled Debt Fund, the Pooled Income Fund, or any combination  thereof.
The  Trustee  is not  responsible  for  the  administration  of the  Plan or for
monitoring the Employer's compliance with the Plan or for the performance of the
Plan Administrator. See UMB as Trustee of the Funds.

UMB has been a national  bank since 1934 and was formerly The City National Bank
& Trust  Company of Kansas  City.  It became a wholly  owned  subsidiary  of UMB
Financial  Corporation in 1969. UMB's total assets as of September 30, 1999 were
$5,714,135,000 and as of the same date its deposits were  $4,118,147,000 and its
total capital accounts were $468,739,000.  The Trust Department of UMB maintains
several  collective  funds for trust  investment and three separate pooled funds
for  employee  benefit  plan  investment.  The Trust  Department  of UMB,  as of
December 31, 1999, managed approximately $14,200,000,000 in assets.

The  Trustee  may resign at any time by giving  sixty (60) days'  prior  written
notice to the  Employer.  The  Employer  may remove  the  Trustee at any time by
giving sixty (60) days' prior  written  notice to the  Trustee.  In the event of
resignation  or removal of the Trustee,  the Employer  must appoint in writing a
successor Trustee and such successor Trustee must evidence its acceptance of the
trusteeship in writing. See Resignation, Removal and Succession of Trustee.






                                       7
<PAGE>

                           Investment of Contributions

Unless a Participant  specifically elects, by written notice to the Trustee on a
form  provided  for  such  purpose,  to  direct  the  Trustee  to  separate  the
Participant's  interest in the Plan in a separate account which is designated an
Individually  Directed Account, the Trustee will invest all contributions to the
Plan  in  its  own  discretion.   In  its  discretion  the  Trustee  may  invest
contributions  in any one or more of the Collective  Investment  Funds.  See the
Collective Investment Funds.

                                 Life Insurance

If authorized by the Employer in the Plan and at the request of any Participant,
any  portion  which  is  less  than  fifty  percent  (50%)  of  the   Employer's
contribution  to such  Participant's  Account may be applied to the  purchase of
life insurance or annuity contracts.  The Trustee will be the beneficiary of the
proceeds of any such life  insurance  or annuity  contract  and the owner of all
such contracts. Upon the death of a Participant,  the Plan Administrator and the
Trustee will take  appropriate  action to procure payment of the proceeds of any
such contract to the listed beneficiaries of the Participant.  See Investment of
Participants' Accounts.

                    Charges Applicable to the Plan and Trust

Unless  otherwise paid by the Employer,  the following will  constitute  charges
upon the Trust and will be paid by the Trustee out of the Trust:

     (1)  all taxes imposed upon the Trust, the income or assets of the Trust or
          the Trustee in its capacity as Trustee;

     (2)  all  expenses  incurred  by the  Trustee in its  capacity  as Trustee,
          including  attorney's  fees,  accountants'  fees  and  other  expenses
          incurred by the Trustee in the performance of its duties in connection
          with the Trust; and

     (3)  fees and other  compensation of the Trustee for its services under the
          Plan.

Within  sixty  (60) days  after the close of each Plan year,  the  Trustee  will
render to the Employer and to the Plan Administrator a written accounting of all
charges made upon the Trust during the preceding year,  such written  accounting
to be approved by the Employer. See Taxes, Expenses and Fees.

                            Federal Tax Consequences

In computing adjusted gross income for federal income tax purposes,  an Employer
may deduct the full amount of contributions to the Plan, within the contribution
limits of the Plan, on behalf of the Participants who are common-law  employees,
and such  contributions  will  not be  includable  in the  gross  income  of the
employees.  Contributions on behalf of the  Participants  who are  self-employed
persons will be includable in gross income, but such a Participant, in computing
adjusted gross income,  may deduct the Employer's  contribution on his behalf up
to $30,000 or the percentage  contribution limit of the Plan, whichever is less.
Amounts  distributed  from the Trust generally are subject to federal income tax
at the time of distribution.  However, benefit payments representing a return of
Nondeductible Voluntary Contributions are not taxable income. See Federal Income
Tax  Consequences  of UMB  Defined  Contribution  Plan and  Trust  and Other Tax
Consequences.


            [The remainder of this page is intentionally left blank.]








                                       8

<PAGE>

                                  Risk Factors


There is a market risk inherent in any investment in securities, whether equity,
debt or other  instruments  since the prices of securities may fluctuate because
of market conditions, economic factors, governmental fiscal and monetary policy,
and other reasons that cannot be  anticipated  and are out of the control of the
Trustee.  Accordingly,  there can be no assurance  that the objectives of a Fund
will be achieved,  and at the time Units in a Fund are  withdrawn by reason of a
change in the investment in a Participant's Account, the payment of benefits, or
the  withdrawal  of  voluntary  contributions,  the value of such  Participant's
interest  may be more or less than the  amount  contributed  to a  Participant's
Account.

No  person  has  been  authorized  to  give  any  information  or  to  make  any
representations  in connection  with this offering other than those contained in
this Prospectus and, if given or made, such information or representations  must
not be relied upon.

Investors  are advised to consult with an attorney or tax advisor  regarding the
requirements  for  establishing a retirement plan and trust and investing in the
UMB Collective Investment Funds and the tax consequences thereof.



           [ The remainder of this page is intentionally left blank. ]












                                       9
<PAGE>

                         THE COLLECTIVE INVESTMENT FUNDS

                      Investment of Participants' Accounts

Subject to the right of any  Participant  to elect to direct the  investments of
his or her  Individually  Directed  Account,  including  the right to direct the
purchase  of  life  insurance,   the  Trustee  manages  the  investment  of  all
participants'  accounts under each separate  participating  retirement plan in a
Fund as a single  fund.  The assets of each such plan are invested in the Funds,
with the debt/equity  ratios determined from time to time by the Trustee,  often
following consultation with or recommendations by the Employer.

Records of the Participants' interests in the separate participating  retirement
plans (not to be confused with the Funds) may be maintained either on a "dollars
and  cents"  basis,  or  on  a  "shares"  basis,  whichever  the  Trustee  deems
appropriate in each case.

Where a "shares"  basis  accounting  method is  employed,  shares are  initially
created  at the  value  of $1 each.  At each  subsequent  valuation  date of the
particular  retirement  Plan,  the value of each share is determined by dividing
the number of outstanding shares of such plan into the total current fair market
value of all net assets of the  retirement  plan.  Shares  representing  benefit
payments to be distributed or insurance  premiums to be paid as of any pertinent
plan  valuation  date are  cancelled  at their  value  on that  valuation  date.
Similarly,  new shares representing additional  contributions to be allocated to
participants  are created at the share value  applicable on the  pertinent  plan
valuation date.

In  determining  the  current  fair  market  value  of  assets  of a  particular
participating  retirement  plan,  the  current  unit  values  of the  Funds,  as
determined  by  the  Trustee,   are   multiplied  by  the  number  of  units  of
participation in a Fund or the Funds owned by the particular plan.

The regular  valuation date for each  participating  retirement plan is the last
business day of the plan year.  Additional  valuation dates may occur throughout
the plan year as necessary or desirable for administrative  purposes,  including
the occurrence of a benefit  distribution  event and the allocation of voluntary
or salary deferral  contributions.  The additional valuation dates correspond to
the last business day of a calendar month.

                    Summary of Units of Participation Values

The  table  below  shows the value at each  annual  valuation  date for the date
indicated of a unit of participation in each of the Funds:

Valuation Date     Pooled Equity Fund    Pooled Debt Fund    Pooled Income Fund
-------------      ------------------    ----------------    -----------------

October 31, 1995           $64.32                $58.17                 $47.41
October 31, 1996           $72.54                $61.38                 $50.10
October 31, 1997           $88.77                $66.40                 $52.92
October 31, 1998           $95.73                $73.14                 $56.04
October 31, 1999          $106.86                $73.46                 $58.84


     (1)  All per unit information has been adjusted to reflect the 5 for 1 unit
          split that took place during the quarter ended July 31, 1994.

     (2)  All per unit information has been adjusted to reflect the 2 for 1 unit
          split that took place during the quarter ended July 31, 1994.

                              Investment Management

In managing the investments of the Funds, UMB as Trustee for the Funds,  invests
and reinvests the assets of the Funds in a manner  consistent  with the policies
described below under "Investment Policies of the Collective  Investment Funds."
UMB's  Trust  Department  is  responsible  for the  continuing  supervision  and
evaluation of all investment funds.  Research,  portfolio  management,  security
trading,  and  statistical  review  and  analysis  are  carried  on by the Trust
Department under the supervision of the senior trust investment officer.






                                       10
<PAGE>

All  investments  of the Funds in  securities  are  reviewed and approved by the
Trust  Management  and Trust Policy  Committees  of UMB.  These  committees  are
composed  of senior bank  officers  and/or  directors.  Portfolio  managers  are
provided with specific guidelines with respect to the balance between equity and
fixed income securities, diversification of equity investment by industry and by
company,  and the timing of purchases and sales.  The guidelines are prepared by
UMB's Trust Department, subject to approval by UMB's Trust Policy Committee.

                      Brokerage of Securities Transactions

The Trust  Department  of UMB does not act as a broker  or dealer in  securities
transactions.  Moreover,  as a matter of general  policy,  no person  exercising
discretionary  investment  authority on behalf of UMB is permitted to acquire or
dispose of a  substantial  portion of  securities of any issuer at the time such
securities are being  purchased or sold by or for any of the Funds.  It is UMB's
general  practice to select  security  brokers on the basis of their  ability to
provide the best  execution on the purchase or sale of portfolio  securities for
all of the Funds. Fixed income security  transactions are normally done on a net
basis  while  commissions  are  paid  for the  execution  of  common  stock  and
convertible  security   transactions.   When  executing  security   transactions
requiring commissions,  UMB gives consideration to research services provided by
brokers  and,  therefore,  does not limit  the  placing  of  orders  to  brokers
providing  only sales  execution  services.  A portion of these  commissions  is
derived from security  transactions for the Funds.  Research reports received in
exchange for commission  business cover a wide variety of subjects  ranging from
economic and monetary and fiscal policy through  reports on specific  companies,
and such research is used extensively by UMB's  analytical  group. UMB may cause
the  Fund to pay a  member  of an  exchange,  broker  or  dealer  an  amount  of
commission  for  effecting a securities  transaction  in excess of the amount of
commission  another  member of an exchange,  broker or dealer would have charged
for effecting the  transaction,  but only when UMB has  determined in good faith
that such amount of  commission  was  reasonable in relation to the value of the
brokerage  and  research  services  provided by such  member,  broker or dealer,
viewed  in  terms  of  either  that  particular  transaction  or  UMB's  overall
responsibilities  with  respect  to  the  accounts  as  to  which  it  exercises
investment discretion.

In addition to research  services and  information  obtained in connection  with
specific  brokerage  transactions  as described  above,  UMB  currently has such
commission  agreements,  understandings  or both with Bear Stearns & Co.;  Paine
Webber;   Standard  &  Poor's   Corporation;   Morgan  Stanley,   Inc.;   Boston
Institutional  Services;  Capital Institutional  Services,  Inc.; Paragon; Frank
Russell;  and Wm. O'Neil,  concerning  the providing of  statistical  reports on
economic  conditions  and reports  relative  to the  investment  performance  of
various money managers and data on selected  securities  that are considered for
purchase in these Funds, all such reports and data having been compiled by third
parties.  The commissions paid to the companies  providing such reports and data
aggregate  approximately fifty percent (50%) of the total brokerage  commissions
paid by UMB on an annual  basis.  Such reports and data are  available to UMB in
its management of pooled funds as well as all of its other accounts.

             Investment Policies of the Collective Investment Funds

                              Investment Objectives

The primary investment objective of each of the Funds is set forth under Summary
of the Collective  Investment Funds.  With the exception of the U.S.  Government
and Federal Agency  issues,  not more than 10% of the market value of the assets
of any Fund is  invested  in the  securities  of a  particular  issuer.  UMB, as
Trustee,  seeks to  realize  the  investment  objective  of each of the Funds as
follows:

Pooled Equity Fund. This Fund is invested in a broadly diversified  portfolio of
common   stocks  and   convertible   securities   which  is   designed  to  give
representation  in those  segments  of  industry  which UMB feels will grow more
rapidly than the economy as a whole.  These  investments are  supplemented  from
time  to  time  by  some  exposure  to  more  cyclical  industries  when  deemed
appropriate considering the objectives of the Fund. Current yield is not a prime
consideration as growth in value is sought through  appreciation of capital over
a period of years. At such time as economic and other  consideration  dictate, a
significant  portion of the Fund may be  invested  in  short-term  fixed  income
obligations.

Pooled Debt Fund. This Fund is invested  primarily in U.S.  government,  federal
agency  and  corporate   fixed  income   obligations,   mortgages  and  mortgage
participations.  In managing the assets of this Fund,  consideration is given to
the  prospective  trends in short,  intermediate  and long-term  interest rates,
yield differentials between various grades and classifications of securities and
attractiveness of discount or premium bonds. Funds awaiting permanent investment
or  distribution  are placed in  short-term  money market  instruments.  Capital
growth is attained primarily through reinvestment of interest income.






                                       11
<PAGE>

Pooled  Income Fund.  This Fund is invested in  short-term  (maturities  up to 5
years) fixed  income  obligations  in order to provide  maximum  current  income
consistent  with  ready  marketability.  Investments  may be made in  direct  or
guaranteed  obligations  of the United  States of America or  agencies  thereof,
state or local government  agencies,  debt securities  issued by corporations or
other  business  organizations,  including  commercial  paper,  certificates  of
deposits issued by commercial  banks (other than UMB),  savings banks or savings
and loan  associations,  other  securities or  obligations  of the type or types
commonly known as money-market instruments or liquid guaranteed contracts issued
by major  insurance  companies and are  concentrated in those areas which appear
most  attractive,  quality  considered.  Maturities  are  staggered  to  provide
liquidity based on historical cash flow considerations. Growth in capital values
resulting  from  reinvested  income  will vary  significantly  with  changes  in
short-term  interest  rates,  but  fluctuations  in capital values are generally
minimal by reason of short maturities.

                           Valuation of Funds' Assets

The Trustee of the Funds revalues the units of  participation of each Fund as of
each Fund's  valuation  date. The last business day of each month is the regular
valuation  date. The new unit value is computed by determining  the market value
of all assets of the Fund,  including  cash,  if any, less  liabilities,  at the
close of business on the  valuation  date,  and then  dividing that value by the
total number of units outstanding on that date.

On each valuation date, the Trustee computes the net income or loss of each Fund
since the last  valuation  date.  All such income is  included in the  principal
value of the Fund and of each outstanding  unit. Income is retained in each Fund
for reinvestment and is not distributed in cash to each participating retirement
plan.

Any  retirement   plan   participating   in  the  Funds  may  acquire  units  of
participation  in a Fund or may redeem any units it holds on any valuation  date
at the new unit value.  Any plan that is redeeming units must give notice of its
intention to do so at least five days in advance of a valuation date.

                                 Turnover Rates

UMB cannot estimate with any reasonable  certainty what the annual turnover rate
for the  assets  held by the Funds will be. If the value of  withdrawals  from a
Fund exceeds the value of contributions  directed to be invested in such Fund in
a given  year,  that Fund will be  required  to reduce its  holdings  (and incur
brokerage fees) independent of any sales and purchases made by UMB as Trustee of
the Funds in its efforts to achieve the  investment  objectives of such Fund. In
any event,  the turnover rate of a Fund will depend upon the extent UMB deems it
reasonable  and  appropriate  to dispose of and  replace  certain of such Fund's
investments as a means of achieving its investment objectives.

The  turnover  rates of the Pooled  Equity  Fund,  the Pooled  Debt Fund and the
Pooled Income Fund for the past five fiscal years are shown in the table below:

                             Annual Turnover Rates*

                               1999      1998       1997       1996       1995
                               ----      ----       ----       ----       ----

Equities and Convertibles
  in Pooled Equity Fund      50.64%    44.54%      40.36%    24.23%      30.59%
Marketable Debt in Pooled
  Debt Fund                  34.11%    32.11%      44.22%    22.27%      20.78%
Pooled Income Fund          820.34%   785.76%     788.29%   828.79%     743.18%

*All turnover  rates are calculated as a percentage of market value of assets in
the  respective  Fund.  The basic method of  calculation of turnover rates is to
divide the total sales  (excluding  short-term  securities) for a quarter by the
average  market  value for the quarter and then add the four  quarterly  changes
together to obtain the annual turnover rate.






                                       12
<PAGE>


                           UMB as Trustee of the Funds

Regulations  of the  Comptroller  of the  Currency  prohibit UMB from having any
interest in the Funds other than in its  capacity as Trustee.  Such  regulations
prohibit UMB from lending money to, selling  property to or purchasing  property
from a Fund except for  temporary net cash  overdrafts,  and no assets of a Fund
may be invested in stock or obligations of UMB, except that funds held by UMB as
Trustee pending  suitable  investment or distribution may temporarily be held in
time or savings deposits with UMB. UMB cannot purchase  securities for the Funds
from its own portfolio or trading account. Regulations of the Comptroller of the
Currency  also prohibit UMB from making any loan on the security of the units of
participation.

Such  regulations  do not prohibit UMB from  investing the assets of any Fund in
the securities of issuers which have borrowed funds from UMB's  commercial  loan
division  or which  maintain  deposit or other  accounts  or  otherwise  have an
ongoing  banking  relationship  with UMB, and UMB may purchase the securities of
such issuers for any of the Funds  (including  securities  the proceeds of which
may be used,  in whole or in part,  to repay  loans to such  issuers  from UMB).
However,  in acting as Trustee for the Funds and other fiduciary  accounts,  the
personnel of UMB's Trust  Department do not discuss their  investment  decisions
with any  personnel  of UMB's  commercial  banking  department,  and  investment
decisions  for the  Funds  and other  fiduciary  accounts  are made by the Trust
Department  solely  from  the  standpoint  of the  interest  of  such  fiduciary
accounts.



           ( The remainder of this page is intentionally left blank )














                                       13
<PAGE>

                                    UMB BANK


                       DEFINED CONTRIBUTION PLAN AND TRUST

                          Definitions of Certain Terms

As used in this Prospectus, the following terms shall have the meaning indicated
below. These definitions are qualified by reference to the Plan and Trust, which
should be consulted for the complete definitions of the terms used therein.

     Account: a Participant's separate interest in a Trust.

     Break in Service:  (a) For purposes of determining  eligibility to become a
     Participant, each consecutive twelve month period commencing on the date of
     commencement  of  employment  during which an Employee has  completed  five
     hundred or fewer  Hours of Service;  and (b) For all other  purposes of the
     Plan, any Plan Year during which the Employee has completed five hundred or
     fewer Hours of Service and on the last day of which he is not an  Employee.
     Any Plan Year of less than twelve months will be  disregarded  for purposes
     of this subsection.

     Code: the Internal Revenue Code of 1986, as amended from time to time.

     Compensation:  the Earned  Income of a  Self-Employed  individual  or, with
     respect to any Employee other than a Self-Employed  individual,  as defined
     by the Employer in its Adoption  Agreement.  For any Plans and Trust deemed
     to be top-heavy,  only the first  $160,000 (as indexed) of a  Participant's
     annual Compensation shall be taken into account for purposes of determining
     Employer contributions under the Plan.

     Earned Income: the net income from self-employment in the trade or business
     with  respect  to which  the Plan is  established  and for  which  personal
     services of the individual are a material income-producing factor.

     Effective  Date:  the first day of the fiscal year of the Employer when the
     Employer  adopts and  establishes its Plan, as specified by the Employer in
     its Adoption Agreement.

     Employee: any person employed by the Employer in any capacity.

     Employer:   the   individual   proprietor,   partnership,   association  or
     corporation establishing one or more Plans and Trusts under this basic plan
     document,  and any affiliate thereof which may also, by appropriate action,
     adopt any such Plan and Trust of the Employer.

     Entry  Date:  (a) the first  day of the Plan  Year;  and (b) the  six-month
     anniversary of the first day of each Plan Year.

     ERISA: the Employee Retirement Income Security Act of 1974, as amended.

     Fund: one of the three separate  Collective  Investment  Funds in which the
     Trustee may invest,  which are the Fund for Pooling  Equity  Investments of
     Employee Trusts (Pooled Equity Fund), the Fund for Pooling Debt Investments
     of  Employee  Trusts  (Pooled  Debt  Fund) and the Pooled  Income  Fund for
     Employee Trusts (Pooled Income Fund).

     Hour of  Service:  each hour of service  for which an  Employee  is paid or
     entitled to payment for the performance of duties for the Employer.

     Net Earnings:  the net income or profits of the Employer for each Plan Year
     as  determined  by the  Employer  upon the basis of its books of account in
     accordance with generally accepted accounting  principles,  but without any
     deduction  for taxes  based on  income,  or for  contributions  made by the
     Employer  under the Plan or any other  employee  benefit  plan or  employee
     welfare plan maintained by the Employer.

     Normal  Retirement  Age: the age  specified by the Employer in the Adoption
     Agreement,  but in no  event a date  later  than  the  65th  birthday  of a
     Participant.







                                       14
<PAGE>

     Nonowner Partner: a person who is a partner, but not an Owner-Employee,  in
     the partnership Employer.

     Owner-Employee:  any  individual  who,  in  the  event  the  employer  is a
     partnership,  owns more  than 10% of either  the  capital  interest  or the
     profits interest in the business of such partnership, and, in the event the
     Employer is a sole proprietorship, is the proprietor.

     Participant:   any  Employee  who  is  eligible  to   participate   and  is
     participating in the Plan of the Employer.

     Permanent and Total  Disability:  the apparently  permanent  inability of a
     Participant to continue  performance of his theretofore regular duties in a
     reasonably  efficient manner due to physical or mental  incapacity that has
     lasted or can be expected to last for a continuous  period of not less than
     12 months, as determined by the Plan Administrator.

     Plan: the profit sharing plan or money purchase pension plan established by
     an  Employer  in the form of the  Plan  and  Trust  including  an  Adoption
     Agreement.

     Plan  Administrator:  the  individual  designated  by the  Employer  in its
     Adoption Agreement (and, if none is designated, then the Employer) who will
     be charged with the general administration of the Employer's Plan.

     Plan Trust: the trust fund held and administered under the Employer's Plan,
     consisting of  contributions  thereto and income  therefrom and  increments
     thereon.

     Plan  Year:  each  consecutive  twelve-month  period  ending  on  the  date
     designated  by the  Employer in its  Adoption  Agreement,  unless it is the
     first year of the Plan or there is a change in the Plan Year.

     Self-Employed  Individual:  an  individual  who has  Earned  Income for the
     taxable year from the trade or business for which the Plan is  established;
     also, an individual  who would have had Earned Income but for the fact that
     the trade or business had no Net Earnings for the taxable year.

     Trustee:  UMB, or any successor  association or corporation thereto and any
     successor Trustee appointed according to the Plan, which acts as Trustee of
     the Plan Trust.

     UMB: UMB Bank, n.a.

     Valuation  Date: the last business day of the Plan Year and such other days
     specified by an Employer in its Adoption Agreement.

     Year of Service: (a) for purposes of determining eligibility under the Plan
     each consecutive  twelve-month  period commencing on the date of employment
     during which period an Employee has completed one thousand or more Hours of
     Service;  and (b) for purposes of determining  vesting under the Plan, each
     consecutive  twelve-month  period of  employment  with the Employer  during
     which an Employee has completed one thousand or more Hours of Service.

                               Adoption of a Plan

An Employer may adopt a Plan and  establish a Trust,  subject to  acceptance  by
UMB, by completing and duly executing an Adoption  Agreement.  The Employer must
indicate  in the  Adoption  Agreement  whether  the  Plan  is a new  Plan  or an
amendment  and  continuation  of another  retirement  plan.  If the latter,  the
amendment and continuation must be permitted by the terms and conditions of such
other plan,  and all assets of that plan must be  transferred to UMB, as Trustee
of the  Plan.  Generally,  where  the  predecessor  plan was a  qualified  plan,
appointment of UMB as successor  Trustee will not have adverse tax  consequences
to the Employer or to any Participant.

The Plan provides for election by the Employer  concerning the following details
of participation, which may differ as between different Employers, and which are
stated in the Adoption  Agreement:  (1) the Effective  Date of the Plan; (2) the
number  of  months  of  service   required  of  Employees  to  be  eligible  for
participation;  (3) the vesting  schedule  for Employer  contributions;  (4) the
amount to be contributed by the Employer on behalf of each Participation,  which
cannot exceed certain limitations,  described below under  "Contributions";  (5)
whether  the  Plan is to be a  Pension  or  Profit  Sharing  Plan;  (6)  whether
participant loans, life insurance,  salary deferral  contributions and voluntary
contributions are authorized;  and (7) the allocation of Employer contributions.
The  Employer is free to amend the Plan to change one or more of such  elections
although amendments are subject to the general restrictions on amendments of the
Plan by an Employer. See Amendment and Termination.



                                       15
<PAGE>

            UMB as Trustee of the Defined Contribution Plan and Trust

The Plan gives UMB, as Trustee of the Trust established thereunder, broad powers
with respect to the management and disposition of Trust assets. These powers, as
more fully set forth in Article II of the Plan,  include the right to invest and
reinvest  the assets of the Trust in  evidences  of  indebtedness,  evidences of
ownership,  securities  and other  personal  property  and real  property as the
Trustee shall in its absolute  discretion  select;  purchase life  insurance and
annuity contracts when directed to do so by the Plan Administrator;  to maintain
a portion  of the assets of the Trust in cash and  unproductive  of income as it
may deem advisable or expedient; to sell, assign, exchange,  convey or otherwise
transfer, lease, mortgage, encumber, improve, abandon, alter or raze any part or
all of the  securities  or other  property  of the  Trust  upon  such  terms and
conditions as in its sole discretion it shall deem to be in the best interest of
the Trust; to exercise all the rights with respect to any  certificates of stock
or other  securities  held by it as assets of the Trust,  including the right to
vote all certificates of stock; to sue or defend any suit or legal proceeding by
or against the Trust;  to acquire and hold any  securities or other  property of
the Trust  without  disclosing  its  fiduciary  capacity;  to employ  attorneys,
accountants  and others,  as it may deem  advisable in the best interests of the
Trust, and to pay their  reasonable  expenses and compensation out of the Trust;
to execute and deliver, as Trustee, any and all instruments in writing necessary
or proper for the effective  exercise of any of the Trustee's  powers; to borrow
money from  others and to advance  its own funds to the Trust upon such terms it
deems to be in the best  interests of the Trust;  to determine what is principal
and what is  income  of the  Trust and to  allocate  gains  and  losses  between
principal  and income;  to sell options to purchase the  securities  held in the
Trust;  and to  perform  any and all other  acts in its  judgment  necessary  or
appropriate for the proper and advantageous management,
investment and distribution of the Trust.

                               Plan Administrator

ERISA provides that  administrators and trustees of certain retirement plans and
trusts are subject to certain  fiduciary  standards  in addition to any standard
imposed by instruments establishing a plan or trust. In the case of a Plan under
the Plan and Trust, the Plan Administrator will be the Employer for all purposes
of ERISA and the Code unless  another  person is so  designated  in the Adoption
Agreement.  ERISA  prohibits the Plan  Administrators,  Employers,  Trustees and
certain related persons from engaging in certain transactions with the assets of
a retirement trust, including,  generally,  the sale, exchange, lease or loan of
property,  the furnishing of goods,  services or facilities,  or the transfer of
assets of the  trust,  to or by such  persons.  ERISA  imposes  excise  taxes on
employers,  trustees  and other  disqualified  persons who engage in  prohibited
transactions  with a plan.  ERISA also imposes  civil  liabilities  on trustees,
administrators  and other  fiduciaries for violations of the Act's standards and
requires  the  Plan  Administrator  to make  detailed  disclosures  and  reports
regarding a plan or trust and its administration.

UMB will assist Employers and the Plan Administrators in meeting their reporting
and disclosure  requirements under ERISA by preparing and distributing  annually
to  Participants  after the close of the Funds' fiscal year a revised edition of
the Prospectus and its  accompanying  financial  statements,  and a statement of
transactions  for  each  Participant's  Account.  UMB  will  also  provide  such
Employers and Plan Administrators with such information  regarding the Funds and
the  Plan as is  necessary  to  enable  such  persons  to meet  their  statutory
responsibilities. However, Employers adopting the Plan should seek the advice of
counsel  regarding the reporting  requirements  and other  responsibilities  and
duties to which they may be subject under ERISA.

                            Participation in the Plan

The Plan provides that,  subject to certain  limitations,  each Employee will be
eligible to  participate  in the Plan as of his Entry Date. An Employee  becomes
eligible to  participate,  if he is then  employed,  either on the date the Plan
becomes   effective,   if  the  Employee  has  then  satisfied  the  eligibility
requirements  of the  Plan,  or the first  Entry  Date  thereafter  on which the
Employee meets the  eligibility  requirements of the Plan. If the Employee has a
Break in Service  before he satisfies the period of  employment  required by the
Plan,  months of service  before the Break in Service  will be  disregarded  for
purposes of determining eligibility during a period of subsequent employment.






                                       16
<PAGE>
                                  Contributions

Employer  Contributions.  If the Employer  establishes a money purchase  pension
plan,  the  Employer  is  required  to  make  contributions  on  behalf  of each
Participant,  in  an  amount  equal  to  the  percentage  of  the  Participant's
Compensation  specified in the Adoption  Agreement,  which may not exceed 25% of
total Compensation.

If the Employer adopts a Profit Sharing Plan,  contributions  may be made by the
Employer  on  behalf  of any  Participant  in a  taxable  year  of the  Employer
regardless  of whether  the  Employer  has  current or  accumulated  earnings or
profits.  The  Employer's  contribution  is determined  in  accordance  with the
Employer Contribution Formula in the Adoption Agreement executed by the Employer
which may not exceed 15% of total Compensation.

An Employer  may adopt more than one Plan,  but under no  circumstances  may the
total amount  allocated to any one Participant  exceed 25% of the  Participant's
Compensation from the Employer or $30,000, whichever is less.

Employee Nondeductible Voluntary Contributions.  If the Employer so elects, each
Participant may contribute to the Plan for his own Account, but only through his
Employer up to an amount, when added to the allocation  otherwise made on behalf
of the participant,  that does not exceed 25% of the participant's  compensation
or $30,000,  whichever is less.  Earnings on voluntary  contributions are exempt
from federal income tax while held in the Trust.  If the Employer  elects in its
Adoption  Agreement,  voluntary  contributions  may be  withdrawn as of the last
business day of any quarter,  after all adjustments required under the Plan have
been made, by written notice to UMB, through the Plan  Administrator.  Voluntary
contributions  are allocated to a contributing  Participant's  Account as of the
last day of the quarter in which they are received by UMB.

Salary Deferral  Contributions.  If the Employer  elects,  each  Participant may
reduce his  compensation  from the Employer in exchange for contribution of that
amount to the Plan on behalf of the  Participant.  Such amounts are not included
in the income of the  Participant,  until  received as a  distribution  from the
Plan. If the Employer  elects,  the  Participant  may be able to withdraw salary
deferral  contributions  prior to termination of employment upon reaching age 59
1/2 or hardship.

                           Restrictions on Investments

Although UMB, as Trustee,  has broad investment  discretion as to how the assets
of the Funds  are  invested,  the Plan  requires  UMB not to invest or  reinvest
assets of the Funds in securities  issued by any Employer  which has adopted the
Plan. The Plan further  specifies that UMB, as Trustee,  shall not engage in any
transaction  of the nature  described  and  prohibited  by Section  406 of ERISA
including amendments and regulations  pertaining thereto. See UMB as Trustee for
the Plan and Trust and UMB as Trustee for the Funds.

                        Vesting of Participant's Interest

A  Participant's  right to  contributions  paid to the Trust under the Plan will
become fully vested and  nonforfeitable  in accordance with the vesting schedule
established  by  the  Employer  in  the  Adoption  Agreement.  The  value  of  a
Participant's  interest in the Plan may decline due to decreases in value of the
investments held in any of the Funds in which contributions made by or on behalf
of the Participant are vested. See Market Risks.

                                    Benefits

Except  for   withdrawal   of  voluntary   contributions   or  salary   deferral
contributions  (See  Contributions),  the methods  described  under this section
entitled  "Benefits"  are the only  means by which a  Participant  may redeem or
receive benefits from such Participant's Account.

Valuation of  Participant's  Account.  The  participation  of a Participant will
cease on the day when his  employment  by the  Employer  terminates.  Except for
Individually  Directed  Accounts,  the  aggregate  value  of all  Accounts  of a
Participant  will be determined as of the Valuation Date coincident with or next
preceding  the   distribution  of  his  benefit  and  shall  be  designated  the
participant's Benefit Amount. For Individually Directed Accounts,  the aggregate
value of all Accounts of the  Participant  shall be determined as of the date on
which the Trustee distributed the benefits.





                                       17
<PAGE>

Retirement Benefits. A Participant's  Benefit Amount will be paid in the form of
a  joint  and  survivor   annuity  unless  one  of  the  following   methods  of
distributions is directed by the Plan Administrator at the Participant's request
in compliance with conditions set forth in the Plan:

     (1) payment in lump-sum;

     (2) payment in one or more annual or more frequent installments.

Disability  Benefits.  In the event  the Plan  Administrator  determines  that a
Participant has suffered Permanent and Total Disability, the Participant will be
entitled to a  disability  benefit.  The  Participant's  Benefit  Amount will be
distributed by one of the methods described above under  "Retirement  Benefits,"
as elected by the Participant, with spousal consent (as applicable).

Death Benefits-Beneficiaries.  A Participant's Benefit Amount will be payable in
one lump-sum unless the Beneficiary,  in the  Beneficiary's  discretion,  elects
another method of distribution. If the Participant is married, the Participant's
Benefit Amount will be in the form of a survivor annuity, unless another benefit
form  has  been  elected  pursuant  to the  Plan.  The  Plan  provides  for  the
designation by a Participant of one or more beneficiaries,  including successive
or contingent beneficiaries, and for changes in the designation of beneficiaries
from time to time  without the consent of a prior  beneficiary.  The interest in
the  Account  of  a  Participant  given  to  any  beneficiary  ceases  upon  the
beneficiary's  death. If the Participant dies without  designating a beneficiary
or if the Participant has designated beneficiaries,  but no beneficiary is alive
to receive any amount which may become payable to the beneficiary,  the interest
in the Participant's Account will be paid to the Participant's surviving spouse,
or if none, the Participant's children, or if none, the Participant's estate.

Termination  of  Service.  In the  event a  Participant's  employment  with  the
Employer  is  terminated  for  any  reason  other  than  retirement,   death  or
disability, the Participant's Benefit Amount shall be paid as follows:

     (1) If the  Participant's  Benefit  Amount  does not  exceed  $5,000,  such
     Participant's  Benefit  amount  shall be paid in full in a lump-sum  within
     sixty days  following the close of the Plan Year during which a termination
     of service occurred;

     (2) If the  Participant's  Benefit Amount does exceed  $5,000,  it shall be
     distributed  by  one of  the  methods  described  above  under  "Retirement
     Benefits,"  as  elected  by  the  Participant,  with  spousal  consent  (as
     applicable).

Special  Rule.  Regardless  of all  information  stated  above  in this  section
entitled "Benefits," the distribution of the Participant's Benefit Amount to any
Participant  generally must be commenced upon the Participant  attaining the age
of 70 1/2 years unless the Participant  remains  employed,  and may be available
upon reaching the later of age 59 1/2 or Normal Retirement Age under the Plan.

Assignment of Benefits.  The interest of a Participant  in a Trust and the right
of any person to receive any payment of benefit  provided  under the Plan cannot
be  subject to  assignment  or in any manner by  transferable  or  encumberable,
either by voluntary or  involuntary  actions of a  Participant  or other person,
except for purposes of a Qualified Domestic Relations Order.

                            Amendment and Termination

Adoption of the Plan is completely  voluntary on the part of the  Employer,  and
the Employer  has the right at any time to amend the Plan,  to change the person
designated as the Plan  Administrator  and to change the  elections  made in the
Adoption Agreement. See Adoption of a Plan. The Employer may also amend the Plan
in other  respects and  continue  the Plan as amended  with  another  trustee or
custodian.  In such event, UMB, as Trustee,  will transfer all assets held under
the Plan to such other trustee or custodian.

Subject to notice  requirements that may be imposed by law, UMB has the right to
amend  the Plan and  Trust  and,  concurrently  each  retirement  plan and trust
established  in the form of the Plan and Trust shall be  automatically  amended.
However,  no such amendment  shall become  effective until a written copy of the
amendment is received by the Employer. Receipt of a written copy of an amendment
by an Employer  is the only notice  necessary  prior to the  amendment  becoming
effective.





                                       18
<PAGE>

No amendment  to the Plan,  as  described  above,  may be made (except as may be
required  for the  qualification  of the Plan and the  tax-exempt  status of the
Trust  under the Code)  which  will (1) give the  Employer  an  interest  in, or
ownership or control of, any part of the Trust or the assets  thereof,  (2) make
possible  the  diversion  of any part of a Trust for any purpose  other than the
exclusive  benefit of  Participant  in such  Trust,  (3)  operate to deprive any
Participant  of  benefits  previously  vested in him or (4) change  the  rights,
duties or responsibilities of the Trustee without the consent of the Trustee.

The Plan will  terminate on the date (1) the Plan is terminated by the Employer,
if the Employer gives written notice of the termination to the Trustee,  (2) the
Employer is judicially  declared bankrupt or a general assignment is made by the
Employer for the benefit of creditors or (3) the Employer  loses its identity by
dissolution,  merger,  consolidation or reorganization unless within thirty days
thereafter  provision  in  writing  consented  to by the  Trustee is made by the
successor  to the  Employer to continue  the Plan and Trust.  The Plan will also
terminate on the resignation or removal of the Trustee when no successor Trustee
has been  appointed  and  accepted the  appointment  within sixty days after the
effective date of the resignation or removal.

If the  Plan is  terminated,  the  Trustee  will  pay  all  taxes  and  expenses
thereunder,  will pay unpaid installments of any benefit payable in installments
in a lump-sum in full, will assign and deliver to  participant's  life insurance
contracts  which have been purchased on their lives and will then distribute the
remaining  assets  of the  Trust,  or the  proceeds  thereof  in  the  event  of
liquidation, to the Participants in the Plan in such proportion as the aggregate
value of each Participant's  account or accounts bears to the total value of all
accounts  then  outstanding.   Participants  maintaining  Individually  Directed
Accounts  will  be  entitled  to a  distribution  of  the  full  value  of  such
Individually  Directed Account minus the  participant's  pro rata share of taxes
and expenses.

                  Resignation, Removal and Succession of Trustee

The Trustee may resign at any time by giving sixty days advance  written  notice
to the  Employer.  The  Employer  may  remove the  Trustee by giving  sixty days
advance  written  notice  to the  Trustee.  In the event of the  removal  of the
Trustee,  the  Employer  will  appoint a  successor  trustee in writing  and the
successor trustee will accept the trusteeship of the Trust in writing.

                            Taxes, Expenses and Fees

The Plan provides that the following will constitute charges under the Trust and
will be paid by the Trustee out of the assets of the Trust unless otherwise paid
by the  Employer:  (1) all taxes  imposed  upon the  Trust,  the  Trustee in its
capacity as Trustee, or upon the assets or income of the Trust; (2) all expenses
incurred by the Trustee in the  performance of its duties  including  attorneys'
fees,  accountants'  fees and other  expenses  incurred in  connection  with the
Trust;  and (3) fees and other  compensation  of the  Trustee  for its  services
hereunder  in  amounts  agreed  upon from time to time by the  Employer  and the
Trustee.  Within sixty days after the close of each Plan Year,  the Trustee will
render to the Employer and the Plan  Administrator  a written  accounting of all
charges made upon the Trust during the preceding year.

No taxes are  currently  imposed upon the Trust,  the Trustee in its capacity as
Trustee,  or upon the assets or income of the Trust.  Although  the Trustee does
not anticipate  any taxes being imposed upon the Trust,  the assets or income of
the Trust or upon itself as Trustee, the Trustee cannot make any assurances that
taxes will not be so imposed in the future.

No  specific  expenses  to be imposed as charges  under the Trust are  currently
anticipated  except expenses in connection with providing Plan Participants with
annual revised  editions of this  Prospectus  including  accompanying  financial
statements. Although UMB has paid all expenses in connection with preparation of
the original Prospectus and the accompanying  registration  procedure,  expenses
incurred in connection with annually  revised  editions of the Prospectus may be
allocated pro rata among the Participants' Accounts and the Trust.

Certain fees are charged in accordance  with a schedule  which is published from
time to time by UMB. The  schedule is  available  upon request and is subject to
periodic change.

All fees are  subject to change.  In the event the  Trustee  changes  any of the
fees,  written  notice  of the  effective  date of any  change  is  given to the
Employer prior to the effective date of the change. Notice of fee changes is not
given directly to each Participant.

The annual fees and specific  charges are intended to cover the normal  expenses
incurred by UMB with respect to  management  and  administration  of  particular
Trust's or Participants'  accounts. The Plan permits UMB to charge extraordinary
expenses,  such as fees of attorneys  and  accountants,  and all taxes  properly
chargeable to the Trust or Participants' accounts, to the assets of the Trust or
such  Participants'  accounts.  Where  appropriate,  expenses  and taxes will be
allocated among the Trust's and Participants' accounts with respect to which the
expenses and taxes were incurred.



                                       19
<PAGE>

                                   Litigation

UMB is engaged in  litigation  of various  kinds which in its judgment is not of
material  importance in relation to its total assets. None of the litigation now
in progress relates to the Plan and Trust or the Fund.

                       Limitation of Liability of Trustee

The Plan  provides  that the  Trustee  shall not be liable for  action  upon any
notice,  direction,  certificate,  or other  paper or  document  believed by the
Trustee to be  genuine  and to have been  executed  by a  Participant,  the Plan
Administrator or the Employer,  or by a duly authorized person  representing the
Employer.  The Trustee has no duty to investigate the financial condition of any
legal  reserve life  insurance  company  licensed to do business in the state of
Missouri before purchasing any insurance policy or annuity contract.

                       Federal Income Tax Consequences Of
                     UMB Defined Contribution Plan and Trust

A principal  motive for the  establishment of a retirement plan and trust is the
favorable  tax  consequence  which may be obtained  thereby.  UMB has received a
favorable  opinion from the Internal  Revenue Service for the Plan and Trust, as
amended, identified by IRS Serial Nos. D345327a,  D245328a,  D345329a, D245330a,
D245331a,  and  D245332a.  A Plan duly adopted by an Employer in the form of the
Plan and Trust will be in a form so as to be eligible to qualify  under  Section
401 of the Code so long as the Employer  observes the provisions and eligibility
requirements thereof.

The  following is a brief and  necessarily  incomplete  description  of the more
important tax consequences of the Plan and Trust:

     (1)  An Employer in computing its adjusted  gross income for federal income
          tax  purposes may deduct the full amount of its  contributions  to the
          Plan,  within  the  contribution  limits of the Plan and the  Internal
          Revenue Code, on behalf of Participants who are common-law  Employees,
          and such  contributions  will not be includable in the gross income of
          such  Employees.  Contributions  on  behalf  of  Participants  who are
          self-employed  persons  will be  includable  in  gross  income,  but a
          Participant,  in  computing  adjusted  gross  income,  may  deduct the
          Employees  contribution  to the Plan on his behalf up to the lesser of
          $30,000  or  the  amount   determined   by  applying  the   percentage
          contribution  limitations  prescribed  in the  Plan  and the  Internal
          Revenue Code. Generally, benefit payments from the assets of the Trust
          are subject to income taxation at the date of  distribution.  However,
          benefit payments  representing amounts contributed by a Participant as
          a Nondeductible  Voluntary Contribution on his own behalf, or Employer
          contributions previously taxed to him, are not taxable income.

     (2)  The income earned by a Trust prior to  distribution  from the Trust is
          exempt from income tax.  Unrelated business income of a Trust, if any,
          would be  subject to tax.  UMB does not  intend to make an  investment
          which would cause a Trust to incur any unrelated business income tax.

     (3)  The transfer by a Participant  of all or a portion of his Account from
          one Fund to another  Fund or to another  available  investment  medium
          should not subject a Participant to federal income tax.








                                       20
<PAGE>


     (4)  Lump-sum  distributions  under the Plan are includable in gross income
          of the  recipient  as  ordinary  income  unless made on account of the
          participant's (i) death or (ii) separation from service in the case of
          a common-law employee, (iii) after the participant's attainment of age
          59 1/2, or (iv) disability in the case of a self-employed  person.  In
          such cases,  if the  Participant  was born before January 1, 1936, the
          portion  of  the  lump-sum   distribution   deemed   attributable   to
          participation  in the Plan prior to 1974 may be entitled to  long-term
          capital gain treatment. The balance of a lump-sum distribution made on
          account of the above  circumstances is taxable as ordinary income, but
          may be eligible at the election of the recipient for a special  income
          averaging  treatment  known as "Five-Year  Averaging"  (or "Ten-Year
          Averaging" in the case of a Participant  born before  January 1, 1936)
          in  the  case  of  the  participant's  death  or  if  the  Participant
          participated  in the Plan for at least five taxable years prior to the
          year of  distribution.  Eligibility for and the computation of the tax
          under the Five-Year or Ten-Year Averaging treatment is complex but, if
          applicable,  may  result in a lower  tax.  A  recipient  of a lump-sum
          distribution  should  consult  with a tax advisor  with  reference  to
          making an election and computation of the tax.

     (5)  Generally,  distributions  under the Plan (other than certain periodic
          distributions,  distributions  required to be made after a Participant
          reaches  age  70  1/2,  distributions  to  correct  violations  of the
          nondiscrimination  rules  of  the  Code,  hardship  distributions  and
          certain  deemed  distributions)  may be  transferred  without  current
          income tax  liability to an  Individual  Retirement  Account  (IRA) or
          another qualified retirement plan. A 20% withholding tax will apply to
          any eligible rollover  distribution  unless the Trustee transfers such
          distribution  directly to an IRA or another qualified retirement plan.
          If the Trustee  distributes the eligible rollover  distribution to the
          recipient, the Trustee must withhold 20% of the distribution,  but the
          distribution will still qualify for current income tax deferral if the
          recipient  transfers  the entire amount of the  distribution  plus the
          amount withheld to an IRA or another qualified  retirement plan within
          60 days  after  receipt.  The  recipient  must then  claim the  amount
          withheld as a credit on the recipient's federal income tax return.

     (6)  Distributions  of  benefits  an  installment  payments  are  generally
          subject  to income  tax under the rules  applying  to  annuities.  The
          Participant  has as cost basis an amount  equal to the total amount of
          his Nondeductible Voluntary Contributions. The cost is spread over the
          period  during  which  distributions  are  to be  made,  and  payments
          received  annually  in  excess  of the  allowable  cost  are  taxed as
          ordinary income.

     (7)  Distributions  received by a Participant  prior to age 59 1/2 or death
          or disability  may be subject to an excise tax of 10% of the amount of
          the distribution included in income.

                             Other Tax Consequences

                                  Penalty Taxes

Excise taxes levied as a penalty under ERISA include a 5% cumulative  excise tax
which is levied  against the  Employer on any required  contributions  which the
Employer  failed to make where the Employer has adopted a pension  plan.  Unless
the default is cured within ninety days of the mailing of a deficiency notice, a
further penalty of 100% of the deficiency will be assessed.

                             State Tax Consequences

State tax  consequences  vary and may  result in  different  tax  treatment  for
contributions and benefits from that which would result under federal law.

                                     Reports

Within  sixty days after the close of each Plan Year the  Trustee  shall send to
the  Employer  and  to  the  Plan  Administrator  a  written  accounting  of its
administration of the Trust for such Plan year.

                                  Legal Matters

The legality of the Units  offered  hereby will be passed upon for UMB by Shook,
Hardy & Bacon L.L.P.,  1010 Grand Boulevard,  5th Floor, P.O. Box 15607,  Kansas
City,  Missouri  64106.  UMB or its  affiliates  may grant loans to partners and
employees of Shook,  Hardy & Bacon L.L.P.  and their immediate family members in
the  ordinary  course of business  on  substantially  the same terms,  including
interest  rates  and  collateral,  as  those  rates  prevailing  at the time for
comparable  transactions  with  other  persons  which,  in the  opinion of UMB's
management,  did not  involve  more than the normal  risk of  collectibility  or
present other unfavorable features.



                                       21
<PAGE>

                             Additional Information

UMB, as Trustee, has filed with the Securities Exchange Commission (the "SEC") a
Registration  Statement on Form S-1 (together with any amendments  thereto,  the
"Registration  Statement")  under the  Securities  Act of 1933,  as amended (the
"Securities Act"), with respect to the Units of Participation in the Funds. This
Prospectus does not contain all the  information  set forth in the  Registration
Statement and the exhibits thereto,  certain portions of which have been omitted
as  permitted  by the rules and  regulations  of the SEC.  This  material can be
inspected and copied at the public reference facilities maintained by the SEC at
Judiciary  Plaza,  450 Fifth Street,  N.W.,  Washington,  D.C. 20549, and at the
SEC's Regional Offices in Chicago  (Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511) and in New York (7 World Trade
Center, Suite 1300, New York, New York 10048) and copies of such material can be
obtained by mail from the Public Reference Section of the SEC,  Judiciary Plaza,
450 Fifth Street, N.W., Room 1024, Washington,  D.C. 20549, at prescribed rates.
For further information, reference is made to the Registration Statement and the
exhibits filed therewith.  Statements  contained in this Prospectus  relating to
the contents of any documents  referred to herein are not necessarily  complete,
and in each instance  reference is made to the copy of such document filed as an
exhibit to the  Registration  Statement,  such statement  being qualified in all
respects by such reference.

The Funds and UMB Financial  Corporation,  the parent of UMB, are subject to the
informational  requirements  of the Securities  Exchange Act of 1934, as amended
(the  "Exchange  Act"),  and in  accordance  therewith,  file  reports and other
information  with the SEC.  This  material  can be  inspected  and copied at the
public reference facilities  maintained by the SEC at Judiciary Plaza, 450 Fifth
Street,  N.W.,  Washington,  D.C.  20549,  and at the SEC's Regional  Offices in
Chicago (Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511)  and in New York (7-World  Trade Center,  Suite 1300,  New York, New
York 10048) and copies of such  material can be obtained by mail from the Public
Reference  Section of the SEC,  Judiciary  Plaza,  450 Fifth Street,  N.W., Room
1024,  Washington,  D.C.  20549,  at  prescribed  rates.  The  public may obtain
information on the operation of the public  reference room by calling the SEC at
1-800-SEC-0330.  The SEC maintains an internet site that contains reports, proxy
and information  statements and other  information  regarding  issuers that file
electronically  with the SEC. The internet  address is  HTTP://www.sec.gov.  UMB
Financial  Corporation  common  stock is  quoted on the  NASDAQ-National  Market
System and reports and other  information  concerning UMB Financial  Corporation
are filed therewith.

                       Recommendation to Consult Advisors

UMB recommends  that each Employer  consult with its attorneys,  accountants and
other appropriate  professional  advisors regarding the advisability of adopting
the Plan and Trust,  keeping in mind the legal, tax and financial  results to be
anticipated. UMB is unable to and does not undertake to render advice concerning
such matters.



           ( The remainder of this page is intentionally left blank )












                                       22
<PAGE>

                              FINANCIAL STATEMENTS

                                TABLE OF CONTENTS


                                                                           Page

Report of Independent
Accountants.................................................................F-2

Fund for Pooling Equity Investments of Employee Trusts
------------------------------------------------------

Statements of Assets and Liabilities as of October 31, 1998 and 1999........F-3

Statements of Investments Held as of October 31, 1998 and 1999..............F-4

Statements of Operations for the years ended October 31, 1997,
1998 and 1999..............................................................F-16

Statements of Participants' Interest for the years ended
October 31, 1997, 1998 and 1999............................................F-17

Fund for Pooling Debt Investments of Employee Trusts
-----------------------------------------------------

Statements of Assets and Liabilities as of
October 31, 1998 and 1999..................................................F-18

Statements of Investments Held as of
October 31, 1998 and 1999..................................................F-19

Statements of Operations for the years ended
October 31, 1997, 1998 and 1999............................................F-30

Statements of Participants' Interest for the years ended
October 31, 1997, 1998 and 1999............................................F-31

Pooled Income Fund for Employee Trusts
--------------------------------------

Statements of Assets and Liabilities as of
October 31, 1998 and 1999..................................................F-32

Statements of Investments Held as of
October 31, 1998 and 1999..................................................F-33

Statements of Operations for the years ended
October 31 1997, 1998 and 1999.............................................F-35

Statements of Participants' Interest for the years ended
October 31, 1997, 1998 and 1999............................................F-36

Notes to Financial Statements..............................................F-37



            (The remainder of this page is intentionally left blank)


















                                      F-1

<PAGE>









                         Independent Accountants' Report
                         -------------------------------



Board of Directors
UMB Bank, n.a.
Kansas City, Missouri

We have audited the  accompanying  statements of assets and  liabilities  of the
Fund for Pooling  Equity  Investments of Employee  Trusts,  the Fund for Pooling
Debt  Investments  of Employee  Trusts and the Pooled  Income Fund for  Employee
Trusts of UMB Bank,  n.a. (the Funds),  including the  statements of investments
held, as of October 31, 1999 and 1998, and the related  statements of operations
and  participants'  interest  for each of the three  years in the  period  ended
October 31, 1999.  These  financial  statements  are the  responsibility  of the
Funds'  management.  Our  responsibility  is to  express  an  opinion  on  these
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of the Fund for Pooling  Equity
Investments  of  Employee  Trusts,  the Fund for  Pooling  Debt  Investments  of
Employee Trusts and the Pooled Income Fund for Employee Trusts of UMB Bank, n.a.
as of October  31,  1999 and 1998,  and the  results of its  operations  and the
changes in its participants'  interest for each of the three years in the period
ended  October 31,  1999,  in  conformity  with  generally  accepted  accounting
principles.



Very truly yours,
/s/ Baird, Kutz and Dobson

Kansas City, Missouri
November 12, 1999





                                       F-2

<PAGE>
<TABLE>
<CAPTION>


                                 UMB BANK, n.a.

             FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS

                      STATEMENTS OF ASSETS AND LIABILITIES

                            OCTOBER 31, 1999 AND 1998


                                          1999                                   1998
                            -------------------------------------------------------------------

                                 Cost              Market            Cost             Market
                            --------------------------------------------------------------------
ASSETS
Investments:
<S>                            <C>              <C>              <C>              <C>
Common stocks                  $95,854,601      $109,298,164     $109,744,617     $121,395,246
Commercial paper                24,203,751        24,203,751       59,278,825       59,278,825
Short-term money market fund     4,003,642         4,003,642        3,476,722        3,476,722
                            --------------------------------------------------------------------

                               124,061,994       137,505,557     $172,500,164      184,150,793
                            ==================                 ===============

Interest and dividends receivable                    207,862                           312,326
Receivable for securities                          9,718,972                         2,074,761
sold
                                                ------------                   ---------------
                                                 147,432,391                       186,537,880

LIABILITIES
Audit fee payable                                      7,426                             9,190
                                                -------------                    -------------

PARTICIPANTS INTEREST,
Equivalent to $106.86 per unit on
1,379,603 units outstanding in
1999 and $95.73 per unit on
1,948,510 units outstanding in 1998             $147,424,965                      $186,528,690
                                                ============                     =============


</TABLE>

See Notes to Financial Statements


                                       F-3


<PAGE>

                                UMB BANK, n.a.

             FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS

                          STATEMENT OF INVESTMENTS HELD

                                OCTOBER 31, 1999



                                                   1999
                           -----------------------------------------------------
                                    Number of
                                    Shares or
                                    Principal
                                       Amount        Cost              Market
                           -----------------------------------------------------

COMMON STOCKS - 79.5%

CONSUMER NONDURABLES - 13.1%

FOOD:
ARCHER DANIELS MIDLAND CO.            160,444        $ 1,972,325  $ 1,965,439
BOB EVANS FARMS INC.                   79,000          1,389,875    1,086,250
MCDONALDS CORP.                        40,000          1,714,592    1,650,000
                                                   ---------------------------
   TOTAL FOOD                                          5,076,792    4,701,689
                                                   ---------------------------
HEALTHCARE:
BARD C R INC.                          54,000          2,154,298    2,912,652
BAXTER INTERNATIONAL INC.              12,000            117,870      780,000
BRISTOL MYERS SQUIBB CO.               35,000          2,412,770    2,688,455
COVANCE INC.                          130,000          2,234,002    1,259,440
                                                   ---------------------------
   TOTAL HEALTHCARE                                    6,918,940    7,640,547
                                                   ---------------------------

COSMETICS & TOILETRIES:
KIMBERLY-CLARK CORP                    45,000          2,459,128    2,835,000
                                                    ---------------------------

PHOTOGRAPHY:
EASTMAN KODAK COMPANY                  41,400          2,384,418    2,854,033
                                                    ---------------------------

  TOTAL CONSUMER NONDURABLES                          16,839,278   18,031,269
                                                    ---------------------------

SERVICES - 8.6%
MEDIA:
DUN & BRADSTREET                       47,000            787,495    1,380,625
KNIGHT RIDDER INC                      20,000          1,093,932    1,270,000
                                                    ---------------------------
   TOTAL MEDIA                                         1,881,427    2,650,625
                                                    ---------------------------

RETAIL:
AMERICAN GREETINGS CORP.               37,800            981,120      978,075
DILLARDS INC.                          79,000          2,250,235    1,491,125
DONNELLEY R R & SONS CO.               31,000            944,043      751,750
J.C. PENNEY COMPANY                    66,000         $3,015,648   $1,674,750
THE LIMITED INC.                       42,000            704,916    1,722,000
                                                    ---------------------------
   TOTAL RETAIL                                        7,895,962    6,617,700
                                                    ---------------------------

See Notes to Financial Statements


                                       F-4
<PAGE>

                                UMB BANK, n.a.

             FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS

                          STATEMENT OF INVESTMENTS HELD

                                OCTOBER 31, 1999



                                                   1999
                           -----------------------------------------------------
                                    Number of
                                    Shares or
                                    Principal
                                       Amount        Cost              Market
                           -----------------------------------------------------
TEXTILE AND APPAREL:
BASSETT FURNITURE INDUSTRY             63,500          1,362,100    1,143,000
STRIDE RITE CORP.                     200,000          2,226,351    1,312,600
TOO, INC.                               6,000             41,211       96,000
                                                    ---------------------------
   TOTAL TEXTILE AND APPAREL                           3,629,662    2,551,600
                                                    ---------------------------
   TOTAL SERVICES                                     13,407,051   11,819,925
                                                    ---------------------------

CONSUMER DURABLES - 2.1%

AUTOMOTIVE:
GENUINE PARTS CO.                     108,900          1,745,240    2,838,261
                                                    ---------------------------

CAPITAL GOODS - 18.5%

ELECTRICAL & NETWORKING EQUIPMENT:
CISCO SYSTEMS INC.                     18,000            389,625    1,332,000
                                                    ---------------------------
ELECTRONICS:
ELECTRONIC DATA SYSTEMS  CORP.         73,000          2,704,403    4,270,500
MOLEX INC.                             60,000          2,257,257    2,190,000
SENSORMATIC ELECTRONICS CORP.         200,000          3,104,236    3,025,000
                                                    ---------------------------
   TOTAL ELECTRONICS                                   8,065,896    9,485,500
                                                    ---------------------------
MACHINERY & EQUIPMENT:
COMPAQ COMPUTER CORP                   40,000            974,500      765,000
COOPER INDUSTRIES INC.                 13,000            477,074      559,819
HARRIS CORPORATION                     82,000          2,552,468    1,839,916
HEWLETT PACKARD CO                     10,000          1,098,725      740,625
SNAP ON INC.                           53,000          1,158,170    1,609,875
                                                    ---------------------------
   TOTAL MACHINERY & EQUIPMENT                         6,260,937    5,515,235
                                                    ---------------------------
See Notes to Financial Statements


                                       F-5
<PAGE>

                                UMB BANK, n.a.

             FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS

                          STATEMENT OF INVESTMENTS HELD

                                OCTOBER 31, 1999



                                                   1999
                           -----------------------------------------------------
                                    Number of
                                    Shares or
                                    Principal
                                       Amount        Cost              Market
                           -----------------------------------------------------
OFFICE EQUIPMENT:
INTERNATIONAL BUSINESS MACHINES        18,000         $2,223,695   $1,770,750
NOVELL INC.                           104,000            837,968    2,086,552
                                                    ---------------------------
   TOTAL OFFICE EQUIPMENT                              3,061,663    3,857,302
                                                    ---------------------------
MISCELLANEOUS:
CROWN CORK & SEAL CO., INC.           108,400          3,070,446    2,594,879
GRAINGER, W. W., INC.                  61,000          2,101,253    2,584,875
                                                    ---------------------------
   TOTAL MISCELLANEOUS                                 5,171,699    5,179,754
                                                    ---------------------------

TOTAL CAPITAL GOODS                                   22,949,820   25,369,791
                                                    ---------------------------

BASIC MATERIALS - 22.9%

CHEMICALS:
ENGELHARD CORP.                       197,000          4,201,456    3,472,125
HERCULES INC.                          40,000          1,246,033      962,520
MALLINCKRODT INC.                     127,700          3,631,876    4,333,883
                                                    ---------------------------
   TOTAL CHEMICALS                                     9,079,365    8,768,528
                                                    ---------------------------
METAL AND MINING:
BRUSH WELLMAN INC.                     56,700            719,250      751,275
PHELPS DODGE CORP.                     28,296                  -    1,595,178
KENNAMETAL INC.                        80,000          1,505,637    2,300,000
MINNESOTA MINING & MANUFACTURING       24,000          1,702,597    2,281,512
WORTHINGTON INDUSTRIES                245,300          3,251,569    4,078,113
                                                    ---------------------------
   TOTAL METAL AND MINING                              7,179,053   11,006,078
                                                    ---------------------------
PAPER AND FORESTRY PRODUCTS:
INTERNATIONAL PAPER CO.                14,852            366,850      781,587
WEYERHAEUSER CO.                       26,000            475,292    1,551,888
                                                    ---------------------------
   TOTAL PAPER AND FORESTRY PRODUCTS                     842,142    2,333,475

                                                   ---------------------------
See Notes to Financial Statements


                                       F-6
<PAGE>

                                UMB BANK, n.a.

             FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS

                          STATEMENT OF INVESTMENTS HELD

                                OCTOBER 31, 1999



                                                   1999
                           -----------------------------------------------------
                                    Number of
                                    Shares or
                                    Principal
                                       Amount        Cost              Market
                           -----------------------------------------------------

PETROLEUM:
HALLIBURTON CO.                        39,000           $663,984   $1,469,832
KERR MCGEE CORP.                       31,000          1,174,960    1,666,250
PHILLIPS PETROLEUM CO.                 39,000          1,598,953    1,813,500
SCHLUMBERGER LIMITED                   13,000            527,280      787,319
USX MARATHON GROUP                    124,000          2,431,762    3,611,500
                                                    ---------------------------
   TOTAL PETROLEUM                                     6,396,939    9,348,401
                                                    ---------------------------
TOTAL BASIC MATERIALS                                 23,497,499   31,456,482
                                                    ---------------------------

TRANSPORTATION - 0.6%

RAILROADS:
UNION PACIFIC CORP.                    16,000            240,340      892,000
                                                    ---------------------------

MULTIBUSINESS - 0.8%

TRW INC.                               26,000            829,465    1,114,750
                                                    ---------------------------

UTILITIES - 7.6%

COMMUNICATION:
BELL SOUTH CORPORATION                 50,000          2,219,645    2,250,000
COMSAT CORP.                           11,774            179,020      220,033
MOTOROLA INC.                           9,000            504,450      875,817
SBC COMMUNICATIONS INC.                44,000          2,252,466    2,332,000
                                                    ---------------------------
   TOTAL COMMUNICATION                                 5,155,581    5,677,850
                                                    ---------------------------
ELECTRIC:
AMEREN CORPORATION                     34,000          1,157,312    1,285,642
ENTERGY CORP.                          76,000          1,788,000    2,275,288
TEXAS UTILITIES CO.                    33,000          1,045,973    1,278,750
                                                    ---------------------------
   TOTAL ELECTRIC                                      3,991,285    4,839,680
                                                    ---------------------------
TOTAL UTILITIES                                        9,146,866   10,517,530
                                                    ---------------------------

See Notes to Financial Statements


                                       F-7
<PAGE>

                                UMB BANK, n.a.

             FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS

                          STATEMENT OF INVESTMENTS HELD

                                OCTOBER 31, 1999



                                                   1999
                           -----------------------------------------------------
                                    Number of
                                    Shares or
                                    Principal
                                       Amount        Cost              Market
                           -----------------------------------------------------
FINANCE - 5.3%

FINANCIAL:
CHUBB CORP.                            55,200         $3,293,037   $3,036,000
FIRSTMERIT CORP.                       62,000          1,658,750    1,639,156
LINCOLN NATIONAL CORP.-INDIANA         56,000          2,247,255    2,583,000
                                                    ---------------------------
   TOTAL FINANCIAL                                     7,199,042    7,258,156
                                                    ---------------------------
TOTAL COMMON STOCKS                                   95,854,601  109,298,164
                                                    ---------------------------

COMMERCIAL PAPER - 17.6%

AMERICAN TELEPHONE & TELEGRAPH
  CO., DUE 11/12/99                 2,000,000          1,991,217    1,991,217
AMERICAN TELEPHONE & TELEGRAPH
   CO., DUE 11/22/99                1,000,000            993,413      993,413
ARCO BRITISH LTD., DUE
   11/29/99                         2,000,000          1,990,265    1,990,265
BECTON DICKINSON & CO.,
   DUE 11/5/99                      2,000,000          1,982,793    1,982,793
BELLSOUTH TELECOMMUNICATIONS,
   DUE 2/16/00                        500,000            490,494      490,494
CHEVRON USA, INC.,
   DUE 11/16/99                     2,000,000          1,985,947    1,985,947
COCA COLA CO., DUE 11/9/99          2,000,000          1,986,583    1,986,583
COCA COLA CO., DUE 11/10/99         1,175,000          1,170,021    1,170,021
COCA COLA CO., DUE 11/19/99         2,000,000          1,982,693    1,982,693
COCA COLA CO., DUE 12/3/99          2,150,000          2,136,152    2,136,152
COCA COLA CO., DUE 12/7/99          1,500,000          1,489,918    1,489,918
COCA COLA CO., DUE 12/10/99         1,500,000          1,490,156    1,490,156
DU PONT E.I. DE NEMOURS & CO,
   DUE 2/23/00                      1,000,000            980,762      980,762
GENERAL MILLS INC.,
   DUE 11/4/99                        550,000            547,741      547,741
SHELL FINANCE PLC,
   DUE 11/12/99                     1,000,000            997,939      997,939
WAL-MART STORES INC.,
   DUE 11/9/99                      2,000,000          1,987,657    1,987,657
                                                    ---------------------------
TOTAL COMMERCIAL PAPER                                24,203,751   24,203,751
                                                    ---------------------------

See Notes to Financial Statements


                                       F-8
<PAGE>

                                UMB BANK, n.a.

             FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS

                          STATEMENT OF INVESTMENTS HELD

                                OCTOBER 31, 1999



                                                   1999
                           -----------------------------------------------------
                                    Number of
                                    Shares or
                                    Principal
                                       Amount        Cost              Market
                           -----------------------------------------------------


SHORT-TERM MONEY MARKET FUND - 2.9%

SHORT-TERM MONEY MARKET
 FUND OF UMB BANK, n.a.             4,003,642         $4,003,642   $4,003,642
                                                    ---------------------------

TOTAL INVESTMENTS HELD                              $124,061,994  $37,505,557
                                                    ===========================


See Notes to Financial Statements


                                       F-9

<PAGE>

                                UMB BANK, n.a.

             FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS

                          STATEMENT OF INVESTMENTS HELD

                                OCTOBER 31, 1998



                                                   1998
                           -----------------------------------------------------
                                    Number of
                                    Shares or
                                    Principal
                                       Amount        Cost              Market
                           -----------------------------------------------------

COMMON STOCKS - 65.9%

CONSUMER NONDURABLES -
9.2%
BEVERAGES:
ANHEUSER BUSCH COMPANIES
 INC.                                  46,000         $1,020,361   $2,737,000
                                                    ---------------------------

FOOD:
ARCHER DANIELS MIDLAND CO.            187,223          1,888,565    3,124,377
BOB EVANS FARMS INC.                   84,000          1,485,125    1,653,792
BRINKER INTERNATIONAL                  31,000            512,800      755,625
                                                    ---------------------------
   TOTAL FOOD                                          3,886,490    5,533,794
                                                    ---------------------------

HEALTHCARE:
BARD C R INC.                          75,000          1,851,069    3,201,600
BAXTER INTERNATIONAL INC.              12,000            117,870      719,256
                                                    ---------------------------
   TOTAL HEALTHCARE                                    1,968,939    3,920,856
                                                    ---------------------------
HOUSEHOLD PRODUCTS:
RUBBERMAID INC.                        47,000          1,297,239    1,559,836
                                                    ---------------------------

PHOTOGRAPHY:
EASTMAN KODAK COMPANY                  41,400          2,384,418    3,208,500
                                                    ---------------------------

TOTAL CONSUMER NONDURABLES                            10,557,447   16,959,986
                                                    ---------------------------

SERVICES - 8.9%
MEDIA:
DUN & BRADSTREET                       47,000            787,495    1,333,625
                                                    ---------------------------

CONSULTING:
COTELLIGENT GROUP INC.                 19,000            424,250      358,625
                                                    ---------------------------
See Notes to Financial Statements


                                       F-10
<PAGE>

                                UMB BANK, n.a.

             FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS

                          STATEMENT OF INVESTMENTS HELD

                                OCTOBER 31, 1998



                                                   1998
                           -----------------------------------------------------
                                    Number of
                                    Shares or
                                    Principal
                                       Amount        Cost              Market
                           -----------------------------------------------------
RETAIL:
AMERICAN GREETINGS CORP.               37,800            981,120    1,516,725
ASCENT ENTERTAINMENT                   44,871            270,090      305,706
DILLARDS INC.                          44,000          1,148,150    1,366,772
DONNELLEY R R & SONS CO.               62,000          1,888,086    2,673,750
THE LIMITED INC.                       64,724          1,231,866    1,658,553
TOYS 'R' US INC.                      125,000          3,046,086    2,445,375
                                                    ---------------------------
   TOTAL RETAIL                                        8,565,398    9,966,881
                                                    ---------------------------

TEXTILE AND APPAREL:
BASSETT FURNITURE INDUSTRY            106,000          2,422,192    2,411,500
BROWN GROUP INC.                       84,600          2,365,705    1,348,355
STRIDE RITE CORP.                     110,000          1,503,651    1,003,750
                                                    ---------------------------
   TOTAL TEXTILE AND APPAREL                           6,291,548    4,763,605
                                                    ---------------------------
TOTAL SERVICES                                        16,068,691   16,422,736
                                                    ---------------------------

CONSUMER DURABLES - 3.0%

AUTOMOTIVE:
GENUINE PARTS CO.                     108,900          1,745,240    3,430,350
SUPERIOR INDUSTRIES                    82,700          2,080,448    2,165,748
                                                    ---------------------------
   TOTAL AUTOMOTIVE                                    3,825,688    5,596,098
                                                    ---------------------------
TOTAL CONSUMER DURABLES                                3,825,688    5,596,098
                                                    ---------------------------

CAPITAL GOODS - 16.3%

ELECTRICAL & NETWORKING
EQUIPMENT:
CISCO SYSTEMS INC.                      9,000            389,625      567,000
                                                    ---------------------------

ELECTRONICS:
AMP INC.                               81,992          3,094,987    3,366,838
ELECTRONIC DATA SYSTEMS                90,000          3,337,101    3,661,920
DIEBOLD INC.                           70,000          1,543,087    2,187,500
SENSORMATIC ELECTRONICS               314,600          5,086,816    1,769,625
                                                    ---------------------------
   TOTAL ELECTRONICS                                  13,061,991   10,985,883
                                                    ---------------------------
See Notes to Financial Statements


                                       F-11
<PAGE>

                                UMB BANK, n.a.

             FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS

                          STATEMENT OF INVESTMENTS HELD

                                OCTOBER 31, 1998



                                                   1999
                           -----------------------------------------------------
                                    Number of
                                    Shares or
                                    Principal
                                       Amount        Cost              Market
                           -----------------------------------------------------

MACHINERY & EQUIPMENT:
BRIGGS & STRATTON CORP.                33,000          1,456,484    1,551,000
COOPER INDUSTRIES INC.                 13,000            477,074      573,625
SNAP ON INC.                           53,000          1,158,170    1,878,214
                                                    --------------------------
   TOTAL MACHINERY &  EQUIPMENT                        3,091,728    4,002,839
                                                    ---------------------------


OFFICE EQUIPMENT:
IBM CORP.                               5,000             35,562      742,500
NOVELL INC.                           310,000          3,526,165    4,611,250
                                                    ---------------------------
   TOTAL OFFICE EQUIPMENT                              3,561,727    5,353,750
                                                    ---------------------------

MISCELLANEOUS:
BROWNING FERRIS INDUSTRIES             20,000            516,300      708,760
CALGON CARBON CORP.                   321,400          4,159,729    2,270,048
CROWN CORK & SEAL CO.,INC.             59,700          1,551,622    1,902,938
GLOBAL IND. TECH.                     317,800          3,340,027    2,761,046
GRAINGER W W INC.                      31,000            831,180    1,427,953
                                                    ---------------------------
   TOTAL MISCELLANEOUS                                10,398,858    9,070,745
                                                    ---------------------------
TOTAL CAPITAL GOODS                                   30,503,929   29,980,217
                                                    ---------------------------

BASIC MATERIALS - 20.9%

CHEMICALS:
EASTMAN CHEMICAL CO.                   14,900            857,429      875,375
ENGELHARD CORP.                       197,000          4,201,456    4,137,000
HERCULES INC.                          47,000          2,134,383    1,565,711
MALLINCKRODT INC.                      91,100          2,678,446    2,596,350
NALCO CHEMICAL CO.                     80,000          1,698,734    2,475,040
                                                    ---------------------------
   TOTAL CHEMICALS                                    11,570,448   11,649,476
                                                    ---------------------------

METAL AND MINING:
BRUSH WELLMAN INC.                     59,000            754,727    1,003,000
CYPRUS AMAX MINERALS COMPANY          235,500          5,241,105    2,929,149
KENNAMETAL INC.                        82,100          1,888,148    1,703,575
NEWMONT MINING CORP.                  110,000          2,661,307    2,337,500
WORTHINGTON INDUSTRIES                161,000          2,230,000    2,183,643
                                                    ---------------------------
   TOTAL METAL AND MINING                             12,775,287   10,156,867
                                                    ---------------------------

PAPER AND FORESTRY PRODUCTS:
UNION CAMP CORP.                       82,000          3,604,953    3,526,000
WEYERHAEUSER CO.                       61,700          1,786,408    2,888,362
                                                    ---------------------------
   TOTAL PAPER AND FORESTRY PRODUCTS                   5,391,361    6,414,362
                                                    ---------------------------
See Notes to Financial Statements


                                       F-12
<PAGE>

                                UMB BANK, n.a.

             FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS

                          STATEMENT OF INVESTMENTS HELD

                                OCTOBER 31, 1998



                                                   1998
                           -----------------------------------------------------
                                    Number of
                                    Shares or
                                    Principal
                                       Amount        Cost              Market
                           -----------------------------------------------------
PETROLEUM:
AMOCO CORP.                            26,000            932,930    1,462,500
ATLANTIC RICHFIELD CO.                 21,000          1,556,010    1,446,375
BAKER HUGHES INC.                     110,000          2,239,267    2,426,930
HALLIBURTON CO.                        45,000            783,534    1,620,000
KERR MCGEE CORP.                       41,000          1,656,243    1,634,875
USX MARATHON GROUP                     51,000            860,009    1,667,088
                                                    ---------------------------
   TOTAL PETROLEUM                                     8,027,993   10,257,768
                                                    ---------------------------
TOTAL BASIC MATERIALS                                 37,765,089   38,478,473
                                                    ---------------------------

TRANSPORTATION - 8%

RAILROADS:
UNION PACIFIC CORP.                    16,000            240,340      762,000
UNION PACIFIC RESOURCES                21,511            245,260      279,643
                                                    ---------------------------
   TOTAL RAILROADS                                       485,600    1,041,643
                                                    ---------------------------

TRUCKING:
ROADWAY EXPRESS INC.                   37,000            563,687      511,081
                                                    ---------------------------

TOTAL TRANSPORTATION                                   1,049,287    1,552,724
                                                    ---------------------------

MULTIBUSINESS - .8%

TRW INC.                               26,000            829,465    1,480,388
                                                    ---------------------------

UTILITIES - 6.0%

COMMUNICATION:
AT&T CORPORATION                       12,900            434,407      806,250
COMSAT CORP.                           26,100            402,123    1,029,332
MOTOROLA INC.                          64,700          3,752,738    3,364,400
                                                    ---------------------------
   TOTAL COMMUNICATION                                 4,589,268    5,199,982
                                                    ---------------------------
See Notes to Financial Statements


                                       F-13
<PAGE>

                                UMB BANK, n.a.

             FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS

                          STATEMENT OF INVESTMENTS HELD

                                OCTOBER 31, 1998



                                                   1998
                           -----------------------------------------------------
                                    Number of
                                    Shares or
                                    Principal
                                       Amount        Cost              Market
                           -----------------------------------------------------
ELECTRIC:
AMEREN CORPORATION                     34,000          1,157,312    1,357,892
DOMINION RESOURCES, INC. VA            16,000            564,468      738,000
ENTERGY CORP.                          76,000          1,788,000    2,185,000
TEXAS UTILITIES CO.                    33,000          1,045,973    1,443,750
                                                    ---------------------------
   TOTAL ELECTRIC                                      4,555,753    5,724,642
                                                    ---------------------------
TOTAL UTILITIES                                        9,145,021   10,924,624
                                                    ---------------------------
TOTAL COMMON STOCKS                                  109,744,617  121,395,246
                                                    ---------------------------

COMMERCIAL PAPER - 32.2%

AMGEN INC., DUE 11/3/98             2,015,000          2,006,694    2,006,694
AMOCO CO., DUE 11/10/98             2,000,000          1,987,697    1,987,697
BECTON DICKENSON, DUE 12/7/98       2,025,000          2,013,705    2,013,705
CHEVRON USA INC., DUE 11/4/98       2,000,000          1,996,111    1,996,111
CHEVRON USA INC., DUE 11/9/98       2,500,000          2,494,015    2,494,015
CHEVRON USA INC., DUE 12/8/98       2,500,000          2,483,844    2,483,844
COCA-COLA COMPANY, DUE 11/20/98     2,500,000          2,484,979    2,484,979
DEERE AND COMPANY, DUE 11/25/98     2,500,000          2,489,769    2,489,769
DEERE AND COMPANY, DUE 12/4/98        575,000            571,442      571,442
DONNELLY R R & SONS CO.,
  DUE 11/17/98                      1,500,000          1,495,775    1,495,775
DUPONT (E.I.) DE NEMOURS &
  CO., INC., DUE 11/3/98              500,000            496,537      496,537
DUPONT (E.I.) DE NEMOURS &
  CO., INC., DUE 11/4/98            2,000,000          1,986,776    1,986,776
DUPONT (E.I.) DE NEMOURS &
  CO., INC., DUE 12/11/98           2,500,000          2,484,313    2,484,313
DUKE POWER COMPANY, DUE 11/20/98    2,000,000          1,991,667    1,991,667
EASTMAN KODAK CO., DUE 11/20/98     2,000,000          1,987,191    1,987,191
GENERAL MILLS, INC., DUE 11/13/98   1,500,000          1,490,900    1,490,900

See Notes to Financial Statements


                                       F-14
<PAGE>

                                UMB BANK, n.a.

             FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS

                          STATEMENT OF INVESTMENTS HELD

                                OCTOBER 31, 1998



                                                   1998
                           -----------------------------------------------------
                                    Number of
                                    Shares or
                                    Principal
                                       Amount        Cost              Market
                           -----------------------------------------------------
INTERNATIONAL BUSINESS
  MACHINES, DUE 11/13/98            1,500,000          1,493,450    1,493,450
KIMBERLY-CLARK CORP., DUE 11/10/98  2,500,000          2,477,500    2,477,500
MARSH & MCCLENNON COS, INC.,
  DUE 11/2/98                       1,500,000          1,493,245    1,493,245
MONSANTO CORP., DUE 12/01/98        1,500,000          1,490,225    1,490,225
MOTOROLA, INC.,  DUE 11/10/98       2,500,000          2,465,750    2,465,750
MOTOROLA, INC.,  DUE 11/19/98       1,500,000          1,488,993    1,488,993
PENNY, (J.C.)FUNDING CORP.,
  DUE 11/24/98                      1,000,000            993,998      993,998
PENNY, (J.C.) FUNDING CORP.,
  DUE 11/6/98                       4,000,000          3,973,555    3,973,555
PROGRESS CAPITAL HOLDINGS, INC.,
  DUE 11/10/98                      2,500,000          2,488,333    2,488,333
PROGRESS CAPITAL HOLDINGS, INC.,
  DUE 11/2/98                       1,500,000          1,496,373    1,496,373
TEXACO INC., DUE 11/25/98           2,500,000          2,484,472    2,484,472
TEXACO INC., DUE 12/4/98              500,000            496,944      496,944
TOYS 'R' US, DUE 11/9/98            1,000,000            995,324      995,324
TOYS 'R' US, DUE 11/19/98           1,500,000          1,492,747    1,492,747
WISCONSIN ENERGY, DUE 11/19/98      2,500,000          2,490,569    2,490,569
XEROX CAPITAL EUROPE PLC,
  DUE 11/18/98                      1,000,000            995,932      995,932
                                                    ---------------------------
TOTAL COMMERCIAL PAPER                                59,278,825   59,278,825
                                                    ---------------------------
SHORT-TERM MONEY MARKET
FUND - 1.9%
SHORT-TERM MONEY MARKET
  FUND OF UMB BANK, n.a.            3,476,722          3,476,722    3,476,722
                                                    ---------------------------
TOTAL INVESTMENTS HELD                              $172,500,164 $184,150,793
                                                     ==========================

See Notes to Financial Statements


                                       F-15

<PAGE>


                                 UMB BANK, n.a.

             FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS

                            STATEMENTS OF OPERATIONS

                   YEARS ENDED OCTOBER 31, 1999, 1998 AND 1997




                                     1999            1998               1997
                            ----------------------------------------------------

INVESTMENT INCOME
Interest                           $2,255,589         $3,279,897   $2,997,417
Dividends                           3,123,083          3,358,910    4,488,947
                           -----------------------------------------------------
Total investment income             5,378,672          6,638,807    7,486,364

Audit expense                           9,424              9,190        9,131
                           -----------------------------------------------------
Net investment income               5,369,248          6,629,617    7,477,233
                           -----------------------------------------------------

REALIZED AND UNREALIZED
GAIN (LOSS)ON INVESTMENTS
Realized gain on investments sold, matured or redeemed

Proceeds                          723,610,458        763,884,882  733,528,663
Cost of investments               708,210,090        732,770,233  694,785,209
                            ----------------------------------------------------
Net realized gain on investments
   sold, matured or redeemed       15,400,368         31,114,649   38,743,454
                            ----------------------------------------------------

Unrealized gain (loss) on investments
Beginning of year                  11,650,629         32,316,511   28,973,664
End of year                        13,443,563         11,650,629   32,316,511
                           -----------------------------------------------------
Net unrealized gain (loss)
   on investments                   1,792,934        (20,665,882)   3,342,847
                           -----------------------------------------------------

Net realized and unrealized
   gain on investments             17,193,302         10,448,767   42,086,301
                            ----------------------------------------------------

NET INCREASE IN NET ASSETS
   RESULTING FROM OPERATIONS      $22,562,550        $17,078,384  $49,563,534
                              ==================================================

TOTAL EXPENSE AS A PERCENT OF NET
   INVESTMENT INCOME                     0.18%              0.14%        0.12%
                                     ==========          =========     ========

See Notes to Financial Statements


                                       F-16
<PAGE>
<TABLE>
<CAPTION>

                                 UMB BANK, n.a.

             FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS

                      STATEMENTS OF PARTICIPANTS' INTEREST

                   YEARS ENDED OCTOBER 31, 1999, 1998 AND 1997


                                            1999                           1998                            1997
                              --------------------------------------------------------------------------------------------------
                                  Units           Amount          Units         Amount           Units            Amount
                              --------------------------------------------------------------------------------------------------
<S>                                <C>             <C>            <C>           <C>                <C>             <C>
PARTICIPANTS' INTEREST,            1,948,510      $186,528,690    2,444,463     $216,985,770       3,578,723       $259,599,297
Beginning of year
                              --------------------------------------------------------------------------------------------------

FROM INVESTMENT ACTIVITIES
Net investment income                                5,369,248                     6,629,617                          7,477,233
Net realized gain on
investments Sold, matured or                        15,400,368                    31,114,649                         38,743,454
redeemed
Net unrealized gain (loss) on                        1,792,934                   (20,665,882)                          3,342,847
investments
                                            -------------------            ------------------               --------------------
Net increase from investment                        22,562,550                    17,078,384                         49,563,534
activities
                                            -------------------            ------------------               --------------------

FROM PARTICIPATING UNIT
TRANSACTIONS
Issuance of units                    193,312        19,759,460      167,147       15,615,556         258,795         20,595,034
Redemption of units                 (762,219)      (81,425,735)    (663,100)     (63,151,020)     (1,393,055)      (112,772,095)
                              --------------------------------------------------------------------------------------------------
Net decrease from
participating unit                  (568,907)      (61,666,275)    (495,953)     (47,535,464)     (1,134,260)       (92,177,061)
transactions
                              --------------------------------------------------------------------------------------------------

PARTICIPANTS' INTEREST, End        1,379,603      $147,424,965    1,948,510     $186,528,690       2,444,463       $216,985,770
of year
                              ==================================================================================================

NET ASSET VALUE PER                                    $106.86                        $95.73                             $88.77
PARTICIPATING UNIT
                                            ===================            ==================               ====================

</TABLE>

See Notes to Financial Statements


                                       F-17
<PAGE>


                                UMB BANK, n.a.

              FUND FOR POOLING DEBT INVESTMENTS OF EMPLOYEE TRUSTS

                      STATEMENTS OF ASSETS AND LIABILITIES

                            OCTOBER 31, 1999 AND 1998


<TABLE>
<CAPTION>


                                                       1999                               1998
                                       ------------------------------------------------------------------------

                                                  Cost             Market               Cost            Market
                                       ------------------------------------------------------------------------
ASSETS
Investments:
<S>                                        <C>                <C>                <C>               <C>
United States Government and Agency
     obligations                           $36,219,926        $36,245,019        $42,256,804       $44,653,797
Corporate bonds                             54,814,080         54,696,933         65,351,189        69,514,360
Short-term money market fund                   140,600            140,600            367,148           367,148
                                       ------------------------------------------------------------------------

                                           $91,174,606         91,082,552       $107,975,141       114,535,305
                                        ===============                        ==============

Interest receivable                                             1,586,313                            1,933,768
                                                        ------------------
                                                               92,668,865                          116,469,073

LIABILITIES
Audit fee payable                                                   8,121                                9,190
                                                        ------------------                  -------------------

PARTICIPANTS' INTEREST, Equivalent
to $73.46 per unit on 1,261,504
units outstanding in 1999 and $73.14
per unit on 1,592,285 units
outstanding in 1998                                           $92,660,744                         $116,459,883
                                                        ==================                  ===================

</TABLE>
See Notes to Financial Statements


                                       F-18
<PAGE>

                                UMB BANK, n.a.

             FUND FOR POOLING DEBT INVESTMENTS OF EMPLOYEE TRUSTS

                          STATEMENT OF INVESTMENTS HELD

                                OCTOBER 31, 1999



                                                   1999
                           -----------------------------------------------------
                                    Number of
                                    Shares or
                                    Principal
                                       Amount        Cost              Market
                           -----------------------------------------------------

UNITED STATES GOVERNMENT AND AGENCY OBLIGATIONS - 39.8%

UNITED STATES TREASURY NOTES,
  5.625%, DUE 2/15/06                $500,000           $473,672     $487,655
UNITED STATES TREASURY NOTES,
  5.75%, DUE 8/15/03                4,000,000          3,856,250    3,967,520
UNITED STATES TREASURY NOTES,
  5.875%, DUE 11/15/05              1,705,000          1,687,550    1,686,347
UNITED STATES TREASURY NOTES,
  6.50%, DUE 8/15/05                  500,000            493,438      509,065
UNITED STATES TREASURY NOTES,
  7.75%, DUE 2/15/01                  400,000            396,948      410,000
UNITED STATES TREASURY
  SECURITIES STRIPPED COUPON,
  DUE 8/15/02                       3,270,000          2,738,445    2,780,513
UNITED STATES TREASURY
  SECURITIES STRIPPED COUPON,
  DUE 11/15/09                      1,500,000            842,700      790,785
FEDERAL HOME LOAN BANK, 5.13%,
  DUE 2/26/02                       3,000,000          2,995,050    2,929,680
FEDERAL HOME LOAN BANK, 5.13%,
  DUE 12/1/03                       2,000,000          1,999,000    1,907,500
FEDERAL HOME LOAN BANK, 5.44%,
  DUE 10/15/03                      1,000,000            908,790      966,560
FEDERAL HOME LOAN BANK, 5.51%,
  DUE 12/15/03                        650,000            649,594      619,736
FEDERAL HOME LOAN BANK, 6.02%,
  DUE 5/20/08                         750,000            748,418      714,848
FEDERAL HOME LOAN BANK, 7.26%,
  DUE 9/6/01                          500,000            497,813      509,220
FEDERAL HOME LOAN MORTGAGE,
  5.75%, DUE 7/15/03                1,000,000            986,060      979,690
FEDERAL NATIONAL MORTGAGE
  ASSOCIATION, NON-INTEREST BEARING
  TO 8/27/04, DUE 8/27/12           3,000,000          2,181,630    2,040,900
FEDERAL NATIONAL MORTGAGE
  ASSOCIATION, 5.45%, DUE 10/14/03  1,000,000            999,531      966,880
FEDERAL NATIONAL MORTGAGE
  ASSOCIATION, 5.80%, DUE 12/10/03  1,000,000            996,875      977,500
FEDERAL NATIONAL MORTGAGE
  ASSOCIATION, 6.45%, DUE 4/23/01   1,000,000          1,000,000    1,004,700
FEDERAL NATIONAL MORTGAGE
  ASSOCIATION, 7.55%, DUE 4/22/02   1,000,000          1,000,000    1,028,750
FEDERAL NATIONAL MORTGAGE
  ASSOCIATION, 7.65%, DUE 3/10/05     500,000            499,453      525,625

See Notes to Financial Statements


                                       F-19
<PAGE>

                                UMB BANK, n.a.

             FUND FOR POOLING DEBT INVESTMENTS OF EMPLOYEE TRUSTS

                          STATEMENT OF INVESTMENTS HELD

                                OCTOBER 31, 1999



                                                   1999
                           -----------------------------------------------------
                                    Number of
                                    Shares or
                                    Principal
                                       Amount        Cost              Market
                           -----------------------------------------------------

SMALL BUSINESS ADMINISTRATION
  POOLS, 5.75%, DUE 1/1/04            273,947            273,947      269,838
SMALL BUSINESS  ADMINISTRATION
  POOLS, 6.54%, DUE 12/10/05          725,010            725,010      717,760
SMALL BUSINESS ADMINISTRATION
  POOLS, 6.60%, DUE 7/1/09            750,000            750,000      750,000
SMALL BUSINESS ADMINISTRATION
  POOLS, 7.05%, DUE 9/1/12            597,078            597,078      602,302
SMALL BUSINESS ADMINISTRATION
  POOLS, 7.40%, DUE 8/1/12            637,270            637,270      643,643
SMALL BUSINESS ADMINISTRATION
  POOLS, 7.44%, DUE 5/1/06          1,456,712          1,456,712    1,469,385
SMALL BUSINESS ADMINISTRATION
  POOLS, 7.55%, DUE 11/1/12           313,131           $313,131     $315,480
SMALL BUSINESS ADMINISTRATION
  POOLS, 7.60%, DUE 1/1/12            848,516            834,559      861,244
SMALL BUSINESS ADMINISTRATION
  POOLS, 8.15%, DUE 2/1/15            721,477            721,477      739,514
SMALL BUSINESS ADMINISTRATION
  POOLS,8.20%, DUE 2/10/05            130,251            130,027      132,856
SMALL BUSINESS ADMINISTRATION
  POOLS, 8.25%, DUE 11/1/11           272,784            272,784      278,922
SMALL BUSINESS ADMINISTRATION
  POOLS, 8.60%, DUE 9/1/11            113,134            114,831      116,669
SMALL BUSINESS ADMINISTRATION
  POOLS, 8.625%, DUE 2/1/11           156,032            156,032      159,621
SMALL BUSINESS ADMINISTRATION
  POOLS, 8.70%, DUE 12/1/00            95,973             95,973       98,517
SMALL BUSINESS ADMINISTRATION
  POOLS, 8.70%, DUE 12/1/09           590,097            580,597      601,899
SMALL BUSINESS ADMINISTRATION
  POOLS, 8.80%, DUE 8/1/09            138,095            138,095      141,547
SMALL BUSINESS ADMINISTRATION
  POOLS, 8.80%, DUE 1/1/10            193,277            193,277      196,901
SMALL BUSINESS ADMINISTRATION
  POOLS, 8.85%, DUE 11/1/09           395,739            395,739      403,654
SMALL BUSINESS ADMINISTRATION
  POOLS, 8.85%, DUE 8/1/11            126,282            130,071      130,576
SMALL BUSINESS ADMINISTRATION
  POOLS, 8.95%, DUE 6/1/11            278,105            278,105      287,005
SMALL BUSINESS ADMINISTRATION
  POOLS, 9.05%, DUE 9/1/09            186,642            186,642      191,588
SMALL BUSINESS ADMINISTRATION
  POOLS, 9.10%, DUE 7/1/00              3,953              3,953        4,042
SMALL BUSINESS ADMINISTRATION
  POOLS, 9.15%, DUE 7/1/11            346,901            346,901      360,431
SMALL BUSINESS ADMINISTRATION
  POOLS, 9.25%, DUE 6/1/10            231,897            231,897      239,144
SMALL BUSINESS ADMINISTRATION
  POOLS, 9.45%, DUE 2/1/10            172,346            172,346      177,517
SMALL BUSINESS ADMINISTRATION
  POOLS, 9.50%, DUE 4/1/10            224,602            224,462      232,463
SMALL BUSINESS ADMINISTRATION
  POOLS, 9.65%, DUE 5/1/10            307,793            307,793      319,027
                                                    ---------------------------
TOTAL UNITED STATES GOVERNMENT
  AND AGENCY OBLIGATIONS                              36,219,926   36,245,019
                                                    ---------------------------
See Notes to Financial Statements


                                       F-20
<PAGE>

                                UMB BANK, n.a.

              FUND FOR POOLING DEBT INVESTMENTS OF EMPLOYEE TRUSTS

                          STATEMENT OF INVESTMENTS HELD

                                OCTOBER 31, 1999



                                                   1999
                           -----------------------------------------------------
                                    Number of
                                    Shares or
                                    Principal
                                       Amount        Cost              Market
                           -----------------------------------------------------
CORPORATE BONDS - 60.0%

CONSUMER NONDURABLES - 8.0%

COSMETICS:
GILLETTE CO., 6.25%, DUE 8/15/03    2,000,000          1,954,760    1,989,200
                                                    ---------------------------
FOOD:
MCDONALDS CORP., 8.75%,
  DUE 11/15/00                      1,200,000          1,198,032    1,231,440
SARA LEE CORPORATION, 5.60%,
  DUE 1/23/06                       1,250,000          1,212,218    1,146,250
SARA LEE CORPORATION 6.45%,
  DUE 9/26/05                       1,000,000          1,000,000      971,400
SARA LEE CORPORATION, 6.45%,
  DUE 9/26/05                       1,000,000            963,350      971,400
SYSCO CORPORATION, 7.00%,
  DUE  5/1/06                       1,000,000          1,000,000    1,003,100
                                                    ---------------------------
   TOTAL FOOD                                          5,373,600    5,323,590
                                                    ---------------------------
TOTAL CONSUMER NONDURABLES                             7,328,360    7,312,790

SERVICES - 1.1%

RETAIL:
WAL- MART STORES INC.,6.50%,6/1/03  1,000,000          1,000,500      997,100
                                                    ---------------------------

CONSUMER DURABLES - 1.1%

FURNITURE:
LEGGETT & PLATT INC.,  6.10%,
  DUE 9/9/03                        1,000,000          1,000,000      970,670
                                                    ---------------------------

CAPITAL GOODS - 9.7%

ELECTRONICS:
TEXAS INSTRUMENTS INC., 6.125%,
  DUE 2/1/06                        1,000,000            932,930      932,800
                                                    ---------------------------
MACHINERY:
COOPER INDUSTRIES INC., 5.88%,
  DUE 2/20/03                       1,000,000            990,780      966,800
                                                    ---------------------------
OFFICE EQUIPMENT:
XEROX CORP., 7.15%, DUE 8/1/04      1,000,000            957,350    1,002,600
XEROX CAP EUROPE PLC, 5.875%,
  DUE 5/15/04                       2,500,000          2,384,450    2,389,500
                                                    ---------------------------
   TOTAL OFFICE EQUIPMENT                              3,341,800    3,392,100
                                                    ---------------------------
MISCELLANEOUS:
FLUOR CORP., 6.95%, DUE 3/1/07      1,000,000            995,510      975,300
HONEYWELL INC., 7.00%, DUE 3/15/07  1,000,000            967,210      995,900
MONSANTO INC., 5.375%, DUE 12/1/01    650,000            649,038      636,220
MONSANTO INC., 6.11%, DUE 2/03/05   1,000,000          1,000,000      968,100
                                                    ---------------------------
   TOTAL MISCELLANEOUS                                 3,611,758    3,575,520
                                                    ---------------------------
TOTAL CAPITAL GOODS                                    8,877,268    8,867,220
                                                    ---------------------------
See Notes to Financial Statements


                                       F-21
<PAGE>

                                UMB BANK, n.a.

              FUND FOR POOLING DEBT INVESTMENTS OF EMPLOYEE TRUSTS

                          STATEMENT OF INVESTMENTS HELD

                                OCTOBER 31, 1999



                                                   1999
                           -----------------------------------------------------
                                    Number of
                                    Shares or
                                    Principal
                                       Amount        Cost              Market
                           -----------------------------------------------------

BASIC MATERIALS -  6.7%

CHEMICALS:
DU PONT, (E.I.) DE NEMOURS
  & CO. INC., VAR RATE, DUE 3/6/03  1,000,000            999,960      984,200
ENGLEHARD CORP., 7.0%, DUE 8/1/01   1,000,000            998,060    1,011,800
                                                    ---------------------------
   TOTAL CHEMICALS                                     1,998,020    1,996,000
                                                    ---------------------------
METALS:
ALUMINUM COMPANY OF AMERICA,
  5.75%, DUE 2/1/01                 1,000,000            970,080      994,700
                                                    ---------------------------

OIL AND GAS:
AMOCO CANADA PETROLEUM CO.,
  7.25%, DUE 12/1/02                  715,000           $712,469     $730,658
ATLANTIC RICHFIELD, 5.55%,
  DUE 4/15/03                       1,000,000            998,710      960,900
ONEOK, INC., 7.75%, DUE 8/15/06     1,400,000          1,384,880    1,418,900
                                                    ---------------------------
   TOTAL OIL AND GAS                                   3,096,059    3,110,458
                                                    ---------------------------
TOTAL BASIC MATERIALS                                  6,064,159    6,101,158
                                                    ---------------------------

TRANSPORTATION - 4.8%

AEROSPACE:
BOEING COMPANY, 6.35%, DUE 6/15/03    750,000            749,025      738,300
                                                    ---------------------------
RAILROAD:
NORFOLK & WESTERN RAILWAY
  CO., EQUIP. TRUST CERTIFICATE,
  8.125% DUE 11/15/02               1,320,000          1,291,094    1,370,028
UNION PACIFIC RAILROAD CO.,
  6.15%, DUE 4/1/03                   750,000            725,520      745,875
UNION PACIFIC RAILROAD CO.,
  EQUIP. TRUST NO. 2 SERIES 88,
  7.01% DUE 6/1/04                  1,500,000          1,500,000    1,481,250
                                                    ---------------------------
   TOTAL RAILROAD                                      3,516,614    3,597,153
                                                    ---------------------------
TOTAL TRANSPORTATION                                   4,265,639    4,335,453
                                                    ---------------------------

UTILITIES - 24.1%

COMMUNICATION:
BELL ATLANTIC NEW JERSEY, INC.,
  5.875%, DUE 2/1/04                1,000,000            991,350      967,000
BELLSOUTH TELECOMMUNICATIONS,
  6.25%, DUE 5/15/03                1,500,000          1,493,355    1,488,750
BELL TELEPHONE OF PENNSYLVANIA,
  6.125%, DUE 3/15/03               1,000,000            989,000      980,500
GTE CALIFORNIA INC.,
  6.75%, DUE 3/15/04                1,000,000            954,121      996,500

See Notes to Financial Statements


                                       F-22
<PAGE>

                                UMB BANK, n.a.

              FUND FOR POOLING DEBT INVESTMENTS OF EMPLOYEE TRUSTS

                          STATEMENT OF INVESTMENTS HELD

                                OCTOBER 31, 1999



                                                   1999
                           -----------------------------------------------------
                                    Number of
                                    Shares or
                                    Principal
                                       Amount        Cost              Market
                           -----------------------------------------------------

GTE SOUTH, 6.00%, DUE
  2/15/08                           1,000,000            993,250      928,300
GTE SOUTH, 6.125%, DUE
  6/15/07                           1,250,000          1,245,238    1,178,375
NEW YORK TELEPHONE COMPANY,
  EQUIPMENT TRUST CERTIFICATE,
  8.125%, DUE 11/15/02                750,000            746,280      713,437
SOUTHWESTERN BELL TELEPHONE
  COMPANY, 5.75%, DUE 9/1/04        1,000,000            996,430      952,200
UNITED TELEPHONE COMPANY OF
  FLORIDA, 6.25%, DUE 5/15/03       1,500,000          1,487,925    1,460,250
                                                    ---------------------------
   TOTAL COMMUNICATION                                 9,896,949    9,665,312
                                                    ---------------------------

ELECTRIC:
CAROLINA POWER & LIGHT,
  7.875%, DUE 4/15/04                 500,000           $495,220     $515,900
EMERSON ELECTRIC CO.,
  6.30%, DUE 11/1/05                3,000,000          2,988,870    2,958,900
IDAHO POWER CO., 6.40%, DUE 5/1/03  1,500,000          1,497,795    1,497,150
IOWA ELECTRIC LIGHT & POWER COMPANY,
  6.00%, DUE 10/1/08                  500,000            492,720      468,150
                                                    ---------------------------
   TOTAL ELECTRIC                                      5,474,605    5,440,100
                                                    ---------------------------

GAS:
NORTHWEST NATURAL GAS
  COMPANY, 5.98%, DUE 12/15/00      1,000,000          1,000,000      996,800
NATIONAL FUEL AS CO., 6.82%,
  DUE 8/1/04                          500,000            492,035      491,800
                                                    ---------------------------
   TOTAL GAS                                           1,492,035    1,488,600
                                                    ---------------------------

DIVERSIFIED:
BALTIMORE GAS & ELECTRIC CO.,
  6.50%, DUE 2/15/03                1,000,000            988,450      991,700
CONSOLIDATED EDISON CO. OF NEW YORK,
  6.625%, DUE 7/1/05                1,000,000            998,840      974,000
PACIFIC GAS & ELECTRIC COMPANY,
  6.25%, DUE 3/1/04                 1,000,000          1,000,000      976,600
PUBLIC SERVICE COMPANY OF
  OKLAHOMA, 6.02%, DUE 3/1/01       1,500,000          1,476,275    1,490,700
WEST TEXAS UTILITIES COMPANY,
  6.375%, DUE 10/1/05               1,000,000            988,100      963,100

                                                    ---------------------------
   TOTAL DIVERSIFIED                                   5,451,665    5,396,100
                                                    ---------------------------
TOTAL UTILITIES                                       22,315,254   21,990,112
                                                    ---------------------------

FINANCE - 4.5%
AMERITECH, 6.125%, DUE 10/15/01     1,000,000          1,000,000      994,800
NYNEX CORP., 6.25%, DUE 3/15/03     1,000,000            967,900      985,630
NYNEX CAPITAL FUNDING CO., 8.75%,
  DUE 12/1/04                       2,000,000          1,995,000    2,142,000
                                                    ---------------------------
TOTAL FINANCE                                          3,962,900    4,122,430
                                                    ---------------------------
TOTAL CORPORATE BONDS                                 54,814,080   54,696,933
                                                    ---------------------------
See Notes to Financial Statements


                                       F-23
<PAGE>

                                UMB BANK, n.a.

              FUND FOR POOLING DEBT INVESTMENTS OF EMPLOYEE TRUSTS

                          STATEMENT OF INVESTMENTS HELD

                                OCTOBER 31, 1999



                                                   1999
                           -----------------------------------------------------
                                    Number of
                                    Shares or
                                    Principal
                                       Amount        Cost              Market
                           -----------------------------------------------------

SHORT-TERM MONEY MARKET FUND - 0.2%

SHORT-TERM MONEY MARKET
  FUND OF UMB BANK, n.a.              140,600            140,600      140,600
                                                    ---------------------------

TOTAL INVESTMENTS HELD                               $91,174,606  $91,082,552
                                                    ===========================

See Notes to Financial Statements


                                       F-24
<PAGE>

                                UMB BANK, n.a.

              FUND FOR POOLING DEBT INVESTMENTS OF EMPLOYEE TRUSTS

                          STATEMENT OF INVESTMENTS HELD

                                OCTOBER 31, 1998



                                                   1998
                           -----------------------------------------------------
                                    Number of
                                    Shares or
                                    Principal
                                       Amount        Cost              Market
                           -----------------------------------------------------

UNITED STATES GOVERNMENT AND AGENCY OBLIGATIONS - 39.0%

UNITED STATES TREASURY NOTES,
  5.50%, DUE 4/15/00                2,000,000         $1,983,966   $2,033,760
UNITED STATES TREASURY NOTES,
  5.625%, DUE 2/15/06                 500,000            473,672      534,845
UNITED STATES TREASURY NOTES,
  5.75%, DUE 8/15/03                5,205,000          5,040,863    5,515,686
UNITED STATES TREASURY NOTES,
  5.875%, DUE 2/15/04               1,000,000            945,547    1,069,690
UNITED STATES TREASURY NOTES,
  5.875%, DUE 11/15/05              2,500,000          2,474,414    2,707,025
UNITED STATES TREASURY NOTES,
  6.50%, DUE 8/15/05                  500,000            493,438      558,125
UNITED STATES TREASURY NOTES,
  7.75%, DUE 2/15/01                  400,000            396,948      429,376
UNITED STATES TREASURY NOTES,
  8.00%, DUE 8/15/99                  705,000            683,409      724,388
UNITED STATES TREASURY NOTES,
  8.50%, DUE 2/15/00                  650,000            720,667      683,111
UNITED STATES TREASURY SECURITIES
  STRIPPED COUPON, DUE 8/15/        3,270,000          2,548,046    2,775,413
FEDERAL AGRICULTURAL MORTGAGE
  ASSN., 5.42%, DUE 11/2/98         1,000,000            999,548      999,548
FEDERAL HOME LOAN BANK, 5.44%,
  DUE 10/15/03                      1,000,000            908,790    1,023,130
FEDERAL HOME LOAN BANK, 6.02%,
  DUE 5/20/08                         750,000            748,418      789,375
FEDERAL HOME LOAN BANK, 7.26%,
  DUE 9/6/01                          500,000            497,813      534,220
FEDERAL HOME LOAN MORTGAGE,
  7.23%, DUE 5/23/05                1,300,000          1,300,000    1,348,750
FEDERAL NATIONAL MORTGAGE
  ASSOCIATION, 5.45%, DUE 10/14/03  1,000,000            999,531    1,023,440
FEDERAL NATIONAL MORTGAGE
  ASSOCIATION, 5.80%, DUE 12/10/03  1,000,000            996,875    1,039,690
FEDERAL NATIONAL MORTGAGE
  ASSOCIATION, 5.93%, DUE 9/26/03   1,000,000          1,000,000    1,000,000
FEDERAL NATIONAL MORTGAGE
  ASSOCIATION, 6.10%, DUE 2/10/00     500,000            499,531      509,065
FEDERAL NATIONAL MORTGAGE
  ASSOCIATION, 6.11%, DUE 7/10/03   2,000,000          2,000,000    2,028,760
FEDERAL NATIONAL MORTGAGE
  ASSOCIATION, 6.45%, DUE 4/23/01   1,000,000          1,000,000    1,041,400
FEDERAL NATIONAL MORTGAGE
  ASSOCIATION, 7.55%, DUE 4/22/02   1,000,000          1,000,000    1,089,380
FEDERAL NATIONAL MORTGAGE
  ASSOCIATION, 7.65%, DUE 3/10/05     500,000            499,453      566,720
FEDERAL NATIONAL MORTGAGE
  ASSOCIATION, 8.35%, DUE 11/10/99  1,600,000          1,590,031    1,654,496
ISRAEL STATE, UNITED STATES
  GOVERNMENT GUARANTEED BOND,
  5.25%, DUE  9/15/00               1,000,000            994,230    1,011,600

See Notes to Financial Statements


                                       F-25
<PAGE>

                                UMB BANK, n.a.

              FUND FOR POOLING DEBT INVESTMENTS OF EMPLOYEE TRUSTS

                          STATEMENT OF INVESTMENTS HELD

                                OCTOBER 31, 1998



                                                   1998
                           -----------------------------------------------------
                                    Number of
                                    Shares or
                                    Principal
                                       Amount        Cost              Market
                           -----------------------------------------------------

SMALL BUSINESS ADMINISTRATION
  POOLS, 5.75%, DUE 1/1/04            386,779            386,779      388,712
SMALL BUSINESS ADMINISTRATION
  POOLS, 6.54%, DUE 12/10/05          750,000            750,000      766,500
SMALL BUSINESS ADMINISTRATION
  POOLS, 7.05%, DUE 9/1/12            672,825            672,825      687,964
SMALL BUSINESS ADMINISTRATION
  POOLS, 7.40%, DUE 8/1/12            742,667            742,667      761,234
SMALL BUSINESS ADMINISTRATION
  POOLS, 7.44%, DUE 5/1/06          1,500,000          1,500,000    1,565,625
SMALL BUSINESS ADMINISTRATION
  POOLS, 7.55%, DUE 11/1/12           361,604            361,604      379,684
SMALL BUSINESS ADMINISTRATION
  POOLS, 7.60%, DUE 1/1/12          1,005,895            991,938    1,034,814
SMALL BUSINESS ADMINISTRATION
  POOLS, 8.15%, DUE 2/1/15            816,992            816,992      857,842
SMALL BUSINESS ADMINISTRATION
  POOLS, 8.20%, DUE 2/10/05           196,007            195,670      204,092
SMALL BUSINESS ADMINISTRATION
  POOLS, 8.25%, DUE 11/1/11           344,601            344,601      358,385
SMALL BUSINESS ADMINISTRATION
  POOLS, 8.60%, DUE 9/1/11            144,691            146,861      151,564
SMALL BUSINESS ADMINISTRATION
  POOLS, 8.625%, DUE 2/1/11           202,891            202,891      212,529
SMALL BUSINESS ADMINISTRATION
  POOLS, 8.70%, DUE 12/1/09           703,443            693,943      737,736
SMALL BUSINESS ADMINISTRATION
  POOLS, 8.80%, DUE 8/1/09            208,615            208,615      219,046
SMALL BUSINESS ADMINISTRATION
  POOLS, 8.80%, DUE 1/1/10            282,958            282,958      297,106
SMALL BUSINESS ADMINISTRATION
  POOLS, 8.85%, DUE 11/1/09           504,851            504,851      524,414
SMALL BUSINESS ADMINISTRATION
  POOLS, 8.85%, DUE 8/1/11            179,882            185,278      189,101
SMALL BUSINESS ADMINISTRATION
  POOLS, 8.95%, DUE 6/1/11            313,068            313,068      331,852
SMALL BUSINESS ADMINISTRATION
  POOLS, 9.05%, DUE 9/1/09            284,667            284,667      301,747
SMALL BUSINESS ADMINISTRATION
  POOLS, 9.15%, DUE 7/1/11            459,125            459,125      486,673
SMALL BUSINESS ADMINISTRATION
  POOLS, 9.25%, DUE 6/1/10            343,150            343,150      363,739
SMALL BUSINESS ADMINISTRATION
  POOLS, 9.45%, DUE 2/1/10            246,479            246,479      261,268
SMALL BUSINESS ADMINISTRATION
  POOLS, 9.50%, DUE 4/1/10            410,714            410,458      437,411
SMALL BUSINESS ADMINISTRATION
  POOLS, 9.65%, DUE 5/1/10            416,194            416,194      443,766
                                                    ---------------------------
TOTAL UNITED STATES GOVERNMENT AND
  AGENCY OBLIGATIONS                                  42,256,804   44,653,797
                                                    ---------------------------
See Notes to Financial Statements


                                       F-26
<PAGE>
                                UMB BANK, n.a.

              FUND FOR POOLING DEBT INVESTMENTS OF EMPLOYEE TRUSTS

                          STATEMENT OF INVESTMENTS HELD

                                OCTOBER 31, 1998

                                                   1998
                           -----------------------------------------------------
                                    Number of
                                    Shares or
                                    Principal
                                       Amount        Cost              Market
                           -----------------------------------------------------
CORPORATE BONDS - 60.7%
CONSUMER NONDURABLES - 6.9%

COSMETICS:
GILLETTE CO., 6.25%, DUE 8/15/03    2,000,000          1,954,760    2,119,800
                                                    ---------------------------
FOOD:
MCDONALDS CORP., 8.75%,
  DUE 11/15/00                      1,200,000          1,198,032    1,292,832
SARA LEE CORPORATION, 5.60%,
  DUE 1/23/06                       1,250,000          1,212,218    1,260,625
SARA LEE CORPORATION, 6.45%,
  DUE 9/26/05                       1,000,000          1,000,000    1,048,500
SARA LEE CORPORATION, 6.45%,
  DUE 9/26/05                       1,000,000            963,350    1,048,500
SYSCO CORPORATION, 7.00%,
  DUE 5/1/06                        1,000,000          1,000,000    1,096,900
                                                    ---------------------------
   TOTAL FOOD                                          5,373,600    5,747,357
                                                    ---------------------------
TOTAL CONSUMER NONDURABLES                             7,328,360    7,867,157
                                                    ---------------------------
SERVICES - 5.9%

RETAIL:
ALBERTSON'S INC., 6.18%,
  DUE 3/22/00                       1,000,000          1,000,000    1,015,800
PENNEY J.C., INC., 6.125%,
  DUE 11/15/03                      2,500,000          2,444,520    2,609,000
PENNEY J.C., INC., 7.375%,
  DUE 8/15/08                       1,000,000            999,590    1,088,900
WAL-MART STORES INC., 6.125%,
  10/1/99                           1,000,000            959,230    1,010,600
WAL- MART STORES INC., 6.50%,
  6/1/03                            1,000,000          1,000,500    1,061,000
                                                    ---------------------------
   TOTAL RETAIL                                        6,403,840    6,785,300
                                                    ---------------------------
TOTAL SERVICES                                         6,403,840    6,785,300
                                                    ---------------------------
CONSUMER DURABLES - 2.7%

BUILDING:
ILLINOIS TOOL WORKS INC.,
  5.875% DUE 3/1/00                 2,005,000          2,003,912    2,035,075
                                                    ---------------------------
FURNITURE:
LEGGETT & PLATT INC., 6.10%,
  DUE 9/9/03                        1,000,000          1,000,000    1,020,000
                                                    ---------------------------
TOTAL CONSUMER DURABLES                                3,003,912    3,055,075
                                                    ---------------------------
CAPITAL GOODS - 5.6%

ELECTRONICS:
TEXAS INSTRUMENTS INC., 6.125%,
  DUE 2/1/06                        1,000,000            932,930    1,038,000
                                                    ---------------------------
MACHINERY:
COOPER INDUSTRIES INC., 5.88%,
  DUE 2/20/03                       1,000,000            990,780    1,032,000
                                                    ---------------------------
OFFICE EQUIPMENT:
XEROX CORP., 7.15%, DUE 8/1/04      1,000,000            957,350    1,096,100
                                                    ---------------------------
MISCELLANEOUS:
FLUOR CORP., 6.95%, DUE  3/1/07     1,000,000            995,510    1,093,600
HONEYWELL INC., 7.00%, DUE 3/15/07  1,000,000            967,210    1,079,900
MONSANTO INC., 6.11%,  DUE 2/03/05  1,000,000          1,000,000    1,036,600
                                                    ---------------------------
   TOTAL MISCELLANEOUS                                 2,962,720    3,210,100
                                                    ---------------------------
TOTAL CAPITAL GOODS                                    5,843,780    6,376,200
                                                    ---------------------------
See Notes to Financial Statements
                                       F-27
<PAGE>
                                UMB BANK, n.a.

              FUND FOR POOLING DEBT INVESTMENTS OF EMPLOYEE TRUSTS

                          STATEMENT OF INVESTMENTS HELD

                                OCTOBER 31, 1998

                                                   1998
                           -----------------------------------------------------
                                    Number of
                                    Shares or
                                    Principal
                                       Amount        Cost              Market
                           -----------------------------------------------------

BASIC MATERIALS -  4.2%

CHEMICALS:
DU PONT, (E.I.) DE NEMOURS & CO.
  INC., VAR RATE, DUE 3/6/03        1,000,000            999,960    1,038,500
DOW CHEMICAL CO., 9.35%,
  DUE 3/15/02                         400,000            400,000      422,200
ENGLEHARD CORP., 7.0%,
  DUE 8/1/01                        1,000,000            998,060    1,056,100
                                                    ---------------------------
   TOTAL CHEMICALS                                     2,398,020    2,516,800
                                                    ---------------------------
METALS:
ALUMINUM COMPANY OF AMERICA,
  5.75%, DUE 2/1/01                 1,000,000            970,080    1,021,800
                                                    ---------------------------
OIL AND GAS:
AMOCO CANADA PETROLEUM CO.,
  7.25%, DUE 12/1/02                  715,000            712,469      779,636
DRESSER INDUSTRIES INC., 6.25%,
  DUE 6/1/00                          500,000            494,780      510,750
                                                    ---------------------------
   TOTAL OIL AND GAS                                   1,207,249    1,290,386
                                                    ---------------------------
TOTAL BASIC MATERIALS                                  4,575,349    4,828,986
                                                    ---------------------------

TRANSPORTATION - 5.8%
AEROSPACE:
BOEING COMPANY, 6.35%, DUE 6/15/03    750,000            749,025      789,300
                                                    ---------------------------
RAILROAD:
NORFOLK & WESTERN RAILWAY CO.,
  EQUIP. TRUST CERTIFICATE, 8.125%
  DUE 11/15/02                      1,320,000          1,291,094    1,461,372
UNION PACIFIC CORP., 7.875%,
  DUE 2/15/02                       1,000,000          1,000,000    1,061,000
UNION PACIFIC RAILROAD CO., 6.15%,
  DUE 4/1/03                          750,000            725,520      761,250
UNION PACIFIC RAILROAD CO., EQUIP.
  NO. 2 SERIES 88, 7.01% DUE 6/1/04 1,500,000          1,500,000    1,593,495
UNION PACIFIC RESOURCES GROUP,
  7.00%, DUE 10/15/06               1,000,000            994,120    1,016,400
                                                    ---------------------------
   TOTAL RAILROAD                                      5,510,734    5,893,517
                                                    ---------------------------
TOTAL TRANSPORTATION                                   6,259,759    6,682,817
                                                    ---------------------------

UTILITIES - 25.7%
COMMUNICATION:
BELL ATLANTIC NEW JERSEY, INC.,
  5.875%, DUE 2/1/04                1,000,000            991,350    1,036,600
BELLSOUTH TELECOMMUNICATIONS,
  6.25%, DUE 5/15/03                1,500,000          1,493,355    1,578,750
BELL TELEPHONE OF PENNSYLVANIA,
  6.125%, DUE 3/15/03               1,000,000            989,000    1,048,300
GTE CALIFORNIA INC., 5.625%,
  DUE 2/1/01                        1,500,000          1,482,885    1,519,200
GTE CALIFORNIA INC., 6.75%, DUE
  3/15/04                           1,000,000            954,121    1,070,700
GTE SOUTH, 6.00%, DUE 2/15/08       1,000,000            993,250    1,031,500
GTE SOUTH, 6.125%, DUE 6/15/07      1,250,000          1,245,238    1,302,125
SOUTHWESTERN BELL TELEPHONE
  COMPANY, 5.75%,  DUE 9/1/04       1,000,000            996,430    1,020,700
UNITED TELEPHONE COMPANY OF
  FLORIDA, 6.25%, DUE 5/15/03       1,500,000          1,487,925    1,567,050
                                                    ---------------------------
   TOTAL COMMUNICATION                                10,633,554   11,174,925
                                                    ---------------------------
See Notes to Financial Statements


                                       F-28
<PAGE>
                                UMB BANK, n.a.

              FUND FOR POOLING DEBT INVESTMENTS OF EMPLOYEE TRUSTS

                          STATEMENT OF INVESTMENTS HELD

                                OCTOBER 31, 1998



                                                   1998
                           -----------------------------------------------------
                                    Number of
                                    Shares or
                                    Principal
                                       Amount        Cost              Market
                           -----------------------------------------------------

ELECTRIC:
CAROLINA POWER & LIGHT, 5.00%,
  DUE 9/15/98                         500,000            495,220      568,300
DELMARVA POWER & LIGHT CO.,
  7.50%, DUE 5/1/99                 1,000,000            995,140    1,011,800
DUKE POWER CO., 7.00%,
  DUE 6/1/00                        2,500,000          2,425,825    2,575,000
EMERSON ELECTRIC CO., 6.30%,
  DUE 11/1/05                       3,000,000          2,988,870    3,196,800
FLORIDA POWER & LIGHT, 5.375%,
  DUE 4/1/00                        1,000,000            997,020    1,009,300
IDAHO POWER CO., 6.40%,
  DUE 5/1/03                        1,500,000          1,497,795    1,594,050
IOWA ELECTRIC LIGHT & POWER
  COMPANY, 6.00%, DUE 10/1/08         500,000            492,720      520,800
UNION ELECTRIC CO., 6.75%, DUE
  10/15/99                          1,000,000            995,480    1,016,300
                                                    ---------------------------
   TOTAL ELECTRIC                                     10,888,070   11,492,350
                                                    ---------------------------
GAS:
NORTHWEST NATURAL GAS COMPANY,
  5.98%, DUE 12/15/00               1,000,000          1,000,000    1,023,400
                                                    ---------------------------
DIVERSIFIED:
BALTIMORE GAS & ELECTRIC CO.,
  6.50%, DUE 2/15/03                1,000,000            988,450    1,063,400
CONSOLIDATED EDISON CO. OF NEW
  YORK, 6.625%, DUE 7/1/05          1,000,000            998,840    1,068,800
PACIFIC GAS & ELECTRIC COMPANY,
  6.25%, DUE 3/1/04                 1,000,000          1,000,000    1,042,500
PUBLIC SERVICE COMPANY OF OKLAHOMA,
  6.02%, DUE 3/1/01                 1,500,000          1,476,275    1,541,400
WEST TEXAS UTILITIES COMPANY,
  6.375%, DUE 10/1/05               1,000,000            988,100    1,060,300
                                                    ---------------------------
   TOTAL DIVERSIFIED                                   5,451,665    5,776,400
                                                    ---------------------------
TOTAL UTILITIES                                       27,973,289   29,467,075
                                                    ---------------------------

FINANCE - 3.9%
AMERITECH, 6.125%, DUE 10/15/01     1,000,000          1,000,000    1,035,400
NYNEX CORP., 6.25%, DUE 3/15/03     1,000,000            967,900    1,043,750
NYNEX CAPITAL FUNDING CO., 8.75%,
  DUE 12/1/04                       2,000,000          1,995,000    2,372,600
                                                    ---------------------------
TOTAL FINANCE                                          3,962,900    4,451,750
                                                    ---------------------------
TOTAL CORPORATE BONDS                                 65,351,189   69,514,360
                                                    ---------------------------
SHORT-TERM MONEY MARKET FUND - .3%
SHORT-TERM MONEY MARKET FUND OF UMB
  BANK, n.a.                          367,148            367,148      367,148
                                                    ---------------------------

TOTAL INVESTMENTS HELD                             $ 107,975,141 $114,535,305
                                                    ===========================
See Notes to Financial Statements


                                       F-29
<PAGE>

                                 UMB BANK, n.a.

              FUND FOR POOLING DEBT INVESTMENTS OF EMPLOYEE TRUSTS

                            STATEMENTS OF OPERATIONS

                   YEARS ENDED OCTOBER 31, 1999, 1998 AND 1997




                                     1999                1998             1997
                            ---------------------------------------------------

INVESTMENT INCOME
Interest                           $6,769,984         $7,710,035    9,653,774
Audit expense                          10,120              9,190        9,190
                            ---------------------------------------------------
Net investment income               6,759,864          7,700,845    9,644,584
                            ---------------------------------------------------

REALIZED AND UNREALIZED
GAIN (LOSS)
    ON INVESTMENTS
Realized gain on
investments sold, matured or redeemed
Proceeds                           97,742,670         83,088,516  121,162,314
Cost of investments                97,504,119         82,778,172  120,799,772
                            ---------------------------------------------------
Net realized gain on
investments sold, matured
or redeemed                           238,551            310,344      362,542
                            ---------------------------------------------------

Unrealized gain (loss) on investments
Beginning of year                   6,560,164          3,150,137    2,123,804
End of year                           (92,054)         6,560,164    3,150,137
                            ---------------------------------------------------
Net unrealized gain (loss)         (6,652,218)         3,410,027    1,026,333
on investments
                            ---------------------------------------------------

Net realized and unrealized
gain (loss) on investments         (6,413,667)         3,720,371    1,388,875
                            ---------------------------------------------------

NET INCREASE IN NET ASSETS
    RESULTING FROM OPERATION$         346,197        $11,421,216  $11,033,459
                            ===================================================
TOTAL EXPENSE AS A PERCENT
OF NET INVESTMENT INCOME                 0.15%              0.12%        0.10%
                                        =======             =======      ======
See Notes to Financial Statements


                                       F-30
<PAGE>
<TABLE>
<CAPTION>

                                UMB BANK, n.a.

             FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS

                      STATEMENTS OF PARTICIPANTS' INTEREST

                   YEARS ENDED OCTOBER 31, 1999, 1998 AND 1997



                                       1999                             1998                        1997
                                  Units        Amount           Units         Amount       Units         Amount
                              ------------------------------------------------------------------------------------
<S>                              <C>          <C>            <C>          <C>            <C>         <C>
PARTICIPANTS' INTEREST,          1,592,285    $116,459,883   1,958,030    $130,005,324   2,752,806   $168,974,494
Beginning of year
                              ------------------------------------------------------------------------------------

FROM INVESTMENT ACTIVITIES
Net investment income                            6,759,864                   7,700,845                  9,644,584
Net realized gain on
investments sold, matured or                       238,551                     310,344                    362,542
redeemed
Net unrealized gain (loss) on                   (6,652,218)                  3,410,027                  1,026,333
investments
                                               -----------                ------------               ------------
Net increase from investment                       346,197                   1,421,216                 11,033,459
activities
                                               -----------                ------------               ------------

FROM PARTICIPATING UNIT
TRANSACTIONS
Issuance of units                  235,766      17,179,881     201,444      13,743,230     264,109     16,573,341
Redemption of units               (566,547)    (41,325,217)   (567,189)    (38,709,887) (1,058,885)   (66,575,970)
                              ------------------------------------------------------------------------------------
Net decrease from
participating unit                (330,781)    (24,145,336)   (365,745)    (24,966,657)   (794,776)   (50,002,629)
transactions
                              ------------------------------------------------------------------------------------
PARTICIPANTS' INTEREST, End
of year                          1,261,504     $92,660,744   1,592,285    $116,459,883   1,958,030   $130,005,324
                              ============    ============  ==========   =============   =========   ============

PARTICIPATING UNIT                                  $73.46                      $73.14                     $66.40
                                                  ========                      ======                     ======
</TABLE>


See Notes to Financial Statements


                                       F-31
<PAGE>
<TABLE>
<CAPTION>

                                UMB BANK, n.a.

                     POOLED INCOME FUND FOR EMPLOYEE TRUSTS

                      STATEMENTS OF ASSETS AND LIABILITIES

                            OCTOBER 31, 1999 AND 1998





                                                                            1999                             1998
                                                             --------------------------------------------------------------------
                                                                   Cost            Market            Cost           Market
                                                             --------------------------------------------------------------------
ASSETS
   Investments:
<S>                                                       <C>               <C>             <C>              <C>     <C>
     United States Government and Agency Obligations      $12,976,183       $12,976,183     $14,997,316      $14,997,316
     Commercial paper                                      10,793,431        10,793,431       8,733,926        8,733,926
     Short-term money market fund                           2,758,860         2,758,860       4,109,585        4,109,585
                                                           --------------------------------------------------------------------
                                                          $26,528,474        26,528.474     $27,840,827       27,840,827


   Interest receivable                                                          110,679                          126,202
                                                                              ----------               ------------------

                                                                             26,639,153                       27,967,029

LIABILITIES
   Audit fee payable                                                              2,723                            3,369
                                                                              ----------               ------------------

PARTICIPANTS' INTEREST, Equivalent to $58.84 per unit on
   452,661 units outstanding in 1999 and $56.04 per unit on
   499,036 units outstanding in 1998                                        $26,636,430                      $27,963,660
                                                                           =============                    ============
</TABLE>

See Notes to Financial Statements


                                       F-32
<PAGE>

                                UMB BANK, n.a.

             FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS

                          STATEMENT OF INVESTMENTS HELD

                                OCTOBER 31, 1999



                                                   1999
                           -----------------------------------------------------
                                    Number of
                                    Shares or
                                    Principal
                                       Amount        Cost              Market
                           -----------------------------------------------------

UNITED STATES GOVERNMENTS
AND AGENCY
    OBLIGATIONS -  48.9%

FEDERAL HOME LOAN MORTGAGE
  CORPORATION, DISCOUNT NOTE,
  DUE 11/4/99                       3,000,000         $2,978,125   $2,978,125
FEDERAL HOME LOAN MORTGAGE
  CORPORATION, DISCOUNT NOTE,
  DUE 11/5/99                          65,000             63,776       63,776
FEDERAL HOME LOAN MORTGAGE
  CORPORATION, DISCOUNT NOTE,
  DUE 1/14/00                       2,000,000          1,963,333    1,963,333
FEDERAL NATIONAL MORTGAGE ASSOCIATION,
  DISCOUNT NOTE, DUE 11/5/99           35,000             34,558       34,558
FEDERAL NATIONAL MORTGAGE ASSOCIATION,
  DISCOUNT NOTE, DUE 12/10/99       1,000,000            988,188      988,188
FEDERAL NATIONAL MORTGAGE ASSOCIATION,
  DISCOUNT NOTE, DUE 12/15/99       1,000,000            989,831      989,831
FEDERAL NATIONAL MORTGAGE ASSOCIATION,
  DISCOUNT NOTE, DUE 12/17/99       6,000,000          5,929,328    5,929,328
FEDERAL NATIONAL MORTGAGE ASSOCIATION,
  DISCOUNT NOTE, DUE 3/21/00           20,000             19,521       19,521
UNITED STATES TREASURY BILL,
  DUE 9/14/00                          10,000              9,523        9,523
                                                    ---------------------------
TOTAL UNITED STATES GOVERNMENT AND
  AGENCY OBLIGATIONS                                  12,976,183   12,976,183
                                                    ---------------------------
See Notes to Financial Statements


                                       F-33
<PAGE>

                                UMB BANK, n.a.

             FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS

                          STATEMENT OF INVESTMENTS HELD

                                OCTOBER 31, 1999



                                                   1999
                           -----------------------------------------------------
                                    Number of
                                    Shares or
                                    Principal
                                       Amount        Cost              Market
                           -----------------------------------------------------
COMMERCIAL PAPER - 40.7%
BECTON DICKINSON & CO., DUE 1/25/00 1,300,000          1,279,053    1,279,053
DONNELLY (R.R) & SONS, INC.,
  DUE 11/12/99                      1,000,000            995,886      995,886
DOVER CORP., DUE 11/19/99           1,000,000            995,436      995,436
DU PONT E.I. DE NEMOURS &
  CO., DUE 11/4/99                  1,300,000          1,292,782    1,292,782
GANNETT CO., DUE 1/19/00            1,000,000            984,129      984,129
HALLIBURTON CO., DUE 11/1/99        1,000,000            992,973      992,973
HERSHEY FOODS CORP., DUE 11/10/99   1,000,000            996,201      996,201
MOTOROLA INC., DUE 11/24/99         1,000,000            993,964      993,964
PROCTER & GAMBLE, DUE 1/11/00       1,000,000            987,381      987,381
UNITED TECHNOLOGIES CORP.,
  DUE 1/20/00                       1,300,000          1,275,626    1,275,626
                                                    ---------------------------
TOTAL COMMERCIAL PAPER                                10,793,431   10,793,431
                                                    ---------------------------
SHORT-TERM MONEY MARKET FUND - 10.4%
SHORT-TERM MONEY MARKET
FUND OF UMB BANK, n.a.              2,758,860          2,758,860    2,758,860
                                                    ---------------------------

TOTAL INVESTMENTS HELD                               $26,528,474  $26,528,474
                                                     ==========================
See Notes to Financial Statements


                                       F-34
<PAGE>

                                UMB BANK, n.a.

             FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS

                          STATEMENT OF INVESTMENTS HELD

                                OCTOBER 31, 1998



                                                   1998
                           -----------------------------------------------------
                                    Number of
                                    Shares or
                                    Principal
                                       Amount        Cost              Market
                           -----------------------------------------------------

UNITED STATES GOVERNMENTS AND AGENCY OBLIGATIONS -  53.9%

FEDERAL HOME LOAN BANK,
  DISCOUNT NOTE, DUE 11/4/98        2,000,000         $1,992,320   $1,992,320
FEDERAL HOME LOAN MORTGAGE
  CORPORATION, DISCOUNT NOTE,
  DUE 11/9/98                       2,000,000          1,982,033    1,982,033
FEDERAL HOME LOAN MORTGAGE
  CORPORATION, DISCOUNT NOTE,
  DUE 11/17/98                      1,000,000            995,061      995,061
FEDERAL HOME LOAN MORTGAGE
  CORPORATION, DISCOUNT NOTE,
  DUE 11/25/98                      4,000,000          3,972,124    3,972,124
FEDERAL HOME LOAN MORTGAGE
  CORPORATION, DISCOUNT NOTE,
  DUE 11/30/98                      4,000,000          3,969,280    3,969,280
FEDERAL HOME LOAN MORTGAGE
  CORPORATION, DISCOUNT NOTE,
  DUE 12/18/98                      1,000,000            992,348      992,348
FEDERAL NATIONAL MORTGAGE
  ASSOCIATION, DISCOUNT NOTE,
  DUE 11/19/98                      1,000,000            995,495      995,495
UNITED STATES TREASURY BILL,
  DUE 11/5/98                         100,000             98,655       98,655
                                                   ---------------------------
TOTAL UNITED STATES GOVERNMENT
   AND AGENCY OBLIGATIONS                             14,997,316   14,997,316
                                                   ---------------------------
COMMERCIAL PAPER - 31.4%
AMGEN INC., DUE 11/3/98             1,200,000          1,195,363    1,195,363
BELLSOUTH TELECOMMUNICATIONS,
  DUE 1/19/99                       1,000,000            988,611      988,611
DONNELLY R.R. & SONS CO.,
  DUE 11/17/98                      1,300,000          1,296,155    1,296,155
GENERAL RE, DUE 11/19/98            1,000,000            995,202      995,202
JOHNSON & JOHNSON, DUE 12/14/98     1,000,000            993,725      993,725
MINNESOTA MINING & MANUFACTURING,
   DUE 11/18/98                     1,000,000            993,107      993,107
MINNESOTA MINING & MANUFACTURING,
   DUE 11/24/98                     1,000,000            985,467      985,467
MONSANTO COMPANY, DUE 11/10/98      1,300,000          1,286,296    1,286,296
                                                   ---------------------------
TOTAL COMMERCIAL PAPER                                 8,733,926    8,733,926
                                                   ---------------------------

SHORT-TERM MONEY MARKET FUND - 14.8%
SHORT-TERM MONEY MARKET FUND OF
  UMB BANK, n.a.                    4,109,585          4,109,585    4,109,585
                                                   ---------------------------
TOTAL INVESTMENTS HELD                               $27,840,827  $27,840,827
                                                   ===========================

See Notes to Financial Statements


                                       F-35
<PAGE>


                                 UMB BANK, n.a.

                     POOLED INCOME FUND FOR EMPLOYEE TRUSTS

                            STATEMENTS OF OPERATIONS

                   YEARS ENDED OCTOBER 31, 1999, 1998 AND 1997





                                    1999             1998              1997
                          ---------------------------------------------------

INVESTMENT INCOME
Interest                           $1,515,680         $1,724,563   $2,198,406
Audit expense                           3,456              3,369        3,369
                          ---------------------------------------------------
Net investment income               1,512,224          1,721,194    2,195,037
                          ---------------------------------------------------

REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS
Realized gain on investments sold,
  matured or redeemed
Proceeds                          356,426,945        315,287,622  386,568,695
Cost of investments               356,426,945        315,287,622  386,567,132
                          ---------------------------------------------------
Net realized gain on investments
  sold, matured or redeemed                 0                  0        1,563

                          ---------------------------------------------------

Unrealized loss on investments
Beginning of year                                                       3,608
End of year
                                                           ------------------
Net unrealized loss on investments                                     (3,608)

                                                           ------------------

Net realized and unrealized gain
  (loss)on investments                                                 (2,045)
                                                           ------------------

NET INCREASE IN NET ASSETS
  RESULTING FROM OPERATIONS         1,512,224          1,721,194    2,192,992
                                   ==========          =========   ==========

TOTAL EXPENSE AS A PERCENT OF NET
  INVESTMENT INCOME                      0.23%              0.20%        0.15%
                                        ======              =====        ======
See Notes to Financial Statements


                                       F-36
<PAGE>
<TABLE>
<CAPTION>



                                 UMB BANK, n.a.

                     POOLED INCOME FUND FOR EMPLOYEE TRUSTS

                      STATEMENTS OF PARTICIPANTS' INTEREST

                   YEARS ENDED OCTOBER 31, 1999, 1998 AND 1997



                                          1999                             1998                             1997
                                Units           Amount           Units           Amount           Units           Amount
<S>                           <C>            <C>               <C>            <C>               <C>            <C>
PARTICIPANTS' INTEREST,
   Beginning of year          499,036        $27,963,660       661,185        $34,990,096       884,822        $44,332,553
                           -----------------------------------------------------------------------------------------------------

FROM INVESTMENT ACTIVITIES
  Net investment income                        1,512,224                        1,721,194                        2,195,037
  Net realized gain (loss)
   on investments sold,
   matured or redeemed                                                                                               1,563
  Net unrealized gain (loss)
   on investments                                                                                                   (3,608)
                                      --------------------             --------------------             --------------------
Net increase from
investment activities                          1,512,224                        1,721,194                        2,192,992
                                      --------------------             --------------------             --------------------

FROM PARTICIPATING UNIT
TRANSACTIONS
  Issuance of units           225,858         12,783,987       166,045          8,994,808       234,477         12,065,221
  Redemption of units        (272,233)       (15,623,441)     (328,194)       (17,742,438)     (458,114)       (23,600,670)
Net decrease from
participating unit            (46,375)        (2,839,454)     (162,149)        (8,747,630)     (223,637)       (11,535,449)
transactions

PARTICIPANTS' INTEREST,
  End of year                 452,661        $26,636,430       499,036        $27,963,660       661,185        $34,990,096
                              =======        ===========       ========       ===========      ========        ===========

NET ASSET VALUE PER
  PARTICIPATING UNIT                              $58.84                           $56.04                           $52.92
                                                  ======                           ======                           ======

</TABLE>

See Notes to Financial Statements


                                       F-37
<PAGE>



                                UMB BANK, n.a.

             FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS
              FUND FOR POOLING DEBT INVESTMENTS OF EMPLOYEE TRUSTS
                     POOLED INCOME FUND FOR EMPLOYEE TRUSTS

                          NOTES TO FINANCIAL STATEMENTS

                   FOR THE THREE YEARS ENDED OCTOBER 31, 1999



NOTE 1:  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          The  accounting  policies  followed by the Bank,  as  Trustee,  are in
     accordance  with the respective  Trust Plans and  Declarations of the Funds
     dated  December 5, 1955 (as amended on October 10,  1963) and  December 27,
     1974, and in conformity with generally accepted accounting principles.  The
     significant accounting policies and the nature of operations follow.

Nature of Operations

          The Fund for Pooling Equity  Investments of Employee Trusts,  the Fund
     for Pooling Debt  Investments of Employee Trusts and the Pooled Income Fund
     for Employee  Trusts (Funds)  provide a means through which funds,  held by
     UMB Bank,  n.a. in its capacity as sole fiduciary or  co-fiduciary,  may be
     pooled for  diversification  of  investments.  The Funds are managed by UMB
     Bank, n.a. under  regulation 9 of the Comptroller of the Currency  relating
     to collective  investment funds.  Regulation 9 specifies generally the form
     of trust, accounting policies,  investment powers, asset valuation, etc. In
     addition,  the Funds' units are  registered  with the Securities & Exchange
     Commission under the 1933 Act.

Use of Estimates

          The  preparation of financial  statements in conformity with generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and the  reported  amounts of revenue  and  expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.

Investments

          Securities traded on a national  securities exchange are valued at the
     last  reported  sales price on the last  business day of the year or, if no
     sale was reported on that date, at the average of the last reported bid and
     asked prices.  Securities traded over-the-counter are valued at the average
     of the last  reported  bid and asked  prices.  Short-term  obligations  are
     valued at amortized cost, which approximates  market value.  Securities not
     priced  elsewhere  are priced by the Trustee,  utilizing  prices  quoted by
     security brokers or dealers or investment bankers.  Investment transactions
     are recorded on the trade date. Interest income is recorded daily. Dividend
     income is recorded on the ex-dividend date.  Realized gains and losses from
     investment  transactions  and unrealized  appreciation  and depreciation of
     investments are reported on the identified cost basis.

Amortization

          Discounts and premiums on securities  purchased are amortized over the
     life of the respective securities.

                                      F-38
<PAGE>

                                UMB BANK, n.a.

             FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS
              FUND FOR POOLING DEBT INVESTMENTS OF EMPLOYEE TRUSTS
                     POOLED INCOME FUND FOR EMPLOYEE TRUSTS

                         NOTES TO FINANCIAL STATEMENTS

                   FOR THE THREE YEARS ENDED OCTOBER 31, 1999



NOTE 1:  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
                   (Continued)

Income Tax Exemption

     Applicable  statutes  exempt the funds from U.S.  federal and state  income
     taxes.

Participation Units

     There is no par or stated value for participation  units. Trusts, for which
     the Bank is a fiduciary, may invest or withdraw based on monthly valuations
     as of the prior month.





                                      F-39