UMB Financial Corporation (together with its consolidated subsidiaries unless
the context requires otherwise, the Company) is a diversified financial holding
company that is headquartered in Kansas City, Missouri. Together with its subsidiaries,
the Company supplies banking services, institutional investment management,
asset servicing, and payment solutions to its customers in the United States
and around the globe.
The Company was organized as a corporation under Missouri law in 1967 and is
registered as a bank holding company under the Bank Holding Company Act of 1956,
as amended (the BHCA) and a financial holding company under the Gramm-Leach-Bliley
Act of 1999, as amended (the GLBA). The Company currently owns all of the outstanding
stock of one national bank and several nonbank subsidiaries.
The Company’s national bank, UMB Bank, National Association (the Bank),
has its principal office in Missouri and also has branches in Arizona, Colorado,
Illinois, Kansas, Nebraska, Oklahoma, and Texas. The Bank offers a full complement
of banking products and other services to commercial, retail, government, and
correspondent-bank customers, including a wide range of asset-management, trust,
bank-card, and cash-management services.
The Company’s significant nonbank subsidiaries include the following:
Scout Investments, Inc. (Scout) is an institutional asset-management company
that is headquartered in Kansas City, Missouri. Scout offers domestic and international
equity strategies through its Scout Asset Management Division and fixed income
strategies through its Reams Asset Management Division.
UMB Fund Services, Inc. (UMBFS) is located in Milwaukee, Wisconsin, Chadds Ford,
Pennsylvania, and Ogden, Utah, and provides fund accounting, transfer agency,
and other services to mutual fund and alternative-investment groups.
The Company is a bank holding company under the BHCA and a financial holding
company under the GLBA. As a result, the Company – including all of its
businesses and operations in the United States and abroad – are subject
to the regulation, supervision, and examination of the FRB and to restrictions
on permissible activities. This scheme of regulation, supervision, and examination
is intended primarily for the protection and benefit of depositors and other
customers of the Bank, the Deposit Insurance Fund (the DIF) of the Federal Deposit
Insurance Corporation (the FDIC), the banking and financial systems as a whole,
and the broader economy, not for the protection or benefit of the Company’s
shareholders or its non-deposit creditors.
Many of the Company’s subsidiaries are also subject to separate or related
forms of regulation, supervision, and examination: for example, (1) the Bank
by the Office of the Comptroller of the Currency (the OCC) under the National
Banking Acts, the FDIC under the Federal Deposit Insurance Act (the FDIA) ,
and the Consumer Financial Protection Bureau (the CFPB) under the Dodd-Frank
Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act); (2) Scout,
Scout Distributors, LLC, UMBFS, UMB Distribution Services, LLC, UMB Financial
Services, Inc., and Prairie Capital Management, LLC by the Securities and Exchange
Commission (the SEC) and State regulatory authorities under federal and State
securities laws, and UMB Distribution Services, LLC and UMB Financial Services,
Inc. by the Financial Industry Regulatory Authority (FINRA) as well; and (3)
UMB Insurance, Inc. by State regulatory authorities under applicable State insurance
laws. These schemes, like that overseen by the FRB, are designed to protect
public or private interests that often are not aligned with those of the Company’s
shareholders or non-deposit creditors
.
The FRB possesses extensive authorities and powers to regulate the conduct of
the Company’s businesses and operations. If the FRB were to take the position
that the Company or any of its subsidiaries have violated any law or commitment
or engaged in any unsafe or unsound practice, formal or informal corrective
or enforcement actions could be taken by the FRB against the Company, its subsidiaries,
and institution-affiliated parties (such as directors, officers, and agents).
These enforcement actions could include an imposition of civil monetary penalties
and could directly affect not only the Company, its subsidiaries, and institution-affiliated
parties but also the Company’s counterparties, shareholders, and creditors
and its commitments, arrangements, or other dealings with them. The OCC has
similarly expansive authorities and powers over the Bank and its subsidiaries,
as does the CFPB over matters involving consumer financial laws. The SEC, FINRA,
and other domestic or foreign government authorities also have an array of means
at their disposal to regulate and enforce matters within their jurisdiction
that could impact the Company’s businesses and operations.
The Company’s products and services are grouped into four segments: Bank,
Institutional Investment Management, Asset Servicing, and Payment Solutions.
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