<PAGE>
SUPPLEMENT TO THE PROSPECTUS
United Retirement Shares, Inc. Class A Shares
The following information supplements and supersedes any contrary information
contained in the Prospectus:
At a special meeting of shareholders scheduled for July 24, 1997, shareholders
of the Fund will be asked to approve proposals relating to the following:
1. Investment Restrictions. Shareholders of the Fund will be asked to approve
elimination of or changes to certain of the Fund's fundamental investment
restrictions. If approved, the current fundamental restrictions regarding
restricted securities, unseasoned issuers, mortgaging or pledging securities,
warrants and rights, arbitrage transactions, securities owned by affiliated
persons, and options, futures contracts, forward currency contracts and other
derivative instruments would be eliminated. Also, if approved, the current
fundamental restrictions regarding diversification, investments in commodities
and commodity contracts, loans, margin purchases and short sales would be
modified.
If the foregoing changes to the Fund's fundamental investment restrictions are
approved, the Fund intends to implement new non-fundamental, operating policies
regarding unseasoned issuers, derivative instruments and mortgaging or pledging
securities. These operating policies would be in addition to the other non-
fundamental restrictions and policies set forth in the prospectus and Statement
of Additional Information and could be changed by the Board of Directors without
shareholder approval.
2. Service Plan. Class A shareholders of the Fund will be asked to amend the
Fund's current Service Plan to permit payment of distribution fees, with no
change to the Plan's current limit on the total expenses payable.
To be attached to the cover page of the Prospectus of United Retirement Shares,
Inc. Class A shares dated September 30, 1996.
This Supplement is dated May 29, 1997.
NUS2007A
<PAGE>
SUPPLEMENT TO THE PROSPECTUS
United Retirement Shares, Inc. Class Y Shares
The following information supplements and supersedes any contrary information
contained in the Prospectus:
At a special meeting of shareholders scheduled for July 24, 1997, shareholders
of the Fund will be asked to approve proposals relating to elimination of or
changes to certain of the Fund's fundamental investment restrictions. If
approved, the current fundamental restrictions regarding restricted securities,
unseasoned issuers, mortgaging or pledging securities, warrants and rights,
arbitrage transactions, securities owned by affiliated persons, and options,
futures contracts, forward currency contracts and other derivative instruments
would be eliminated. Also, if approved, the current fundamental restrictions
regarding diversification, investments in commodities and commodity contracts,
loans, margin purchases and short sales would be modified.
If the foregoing changes to the Fund's fundamental investment restrictions are
approved, the Fund intends to implement new non-fundamental, operating policies
regarding unseasoned issuers, derivative instruments and mortgaging or pledging
securities. These operating policies would be in addition to the other non-
fundamental restrictions and policies set forth in the prospectus and Statement
of Additional Information and could be changed by the Board of Directors without
shareholder approval.
To be attached to the cover page of the Prospectus of United Retirement Shares,
Inc. Class Y shares dated September 30, 1996.
This Supplement is dated May 29, 1997.
NUS2007-Y
<PAGE>
UNITED RETIREMENT SHARES, INC.
Supplement to the Statement of Additional Information
Dated September 30, 1996, as Supplemented January 10, 1997
The following information supplements and supersedes any contrary information
contained in the Statement of Additional Information:
1. Investment Restrictions. At a special meeting of shareholders scheduled for
July 24, 1997 ("Special Meeting"), shareholders of the Fund will be asked to
approve elimination and modification of certain of the Fund's fundamental
investment restrictions. If approved, the following investment restrictions
will supersede and replace the restrictions listed in the "Investment
Restrictions" section:
The Fund may not:
(i) Purchase or sell physical commodities; however, this policy shall not
prevent the Fund from purchasing and selling foreign currency, futures
contracts, options, forward contracts, swaps, caps, collars, floors and
other financial instruments;
(ii) Buy real estate nor any nonliquid interests in real estate investment
trusts which includes investments in oil, gas and other mineral leases and
real estate limited partnerships;
(iii) Buy shares of other investment companies that redeem their shares.
The Fund can buy shares of investment companies that do not redeem their
shares it if does so in a regular transaction in the open market and then
does not have more than one-tenth (i.e., 10%) of its total assets in these
shares. The Fund may also buy these shares as part of a merger or
consolidation;
(iv) Lend money or other assets, other than through certain limited types
of loans described herein; the Fund can buy debt securities and other
obligations consistent with its goal and its other investment policies and
restrictions; it can also lend its portfolio securities (see "Lending
Securities" above) or, except as provided above, enter into repurchase
agreements (see "Repurchase Agreements" above);
(v) Invest for the purpose of exercising control or management of other
companies;
(vi) Participate on a joint, or a joint and several, basis in any trading
account in any securities;
(vii) Sell securities short (unless it owns or has the right to obtain
securities equivalent in kind and amount to the securities sold short) or
purchase securities on margin, except that (1) this policy does not prevent
the Fund from entering into short positions in foreign currency, futures
contracts, options, forward contracts, swaps, caps, collars, floors and
other financial instruments, (2) the Fund may obtain such short-term
credits as are necessary for the clearance of transactions, and (3) the
Fund may make margin payments in connection with futures contracts,
options, forward contracts, swaps, caps, collars, floors and other
financial instruments;
(viii) Engage in the underwriting of securities, that is, the selling of
securities for others;
(ix) Borrow for investment purposes, that is, to purchase
securities. The Fund may borrow from banks as a temporary measure or for
extraordinary or emergency purposes but only up to 5% of its total assets;
or
(x) With respect to 75% of its total assets, purchase securities of any
one issuer (other than cash items and "Government securities" as defined in
the Investment Company Act of 1940, as amended (the "1940 Act")), if
immediately after and as a result of such purchase, (a) the value of the
holdings of the Fund in the securities of such issuer exceeds 5% of the
value of the Fund's total assets, or (b) the Fund owns more than 10% of the
outstanding voting securities of such issuer; or buy securities of
companies in any one industry if more than 25% of the Fund's total assets
would then be invested in companies in that industry;
If the proposed changes to the Fund's fundamental investment restrictions
are approved, the Fund intends to implement the following new non-fundamental,
operating policies which would supersede and replace the Fund's current non-
fundamental restrictions and policies on these matters:
(i) The Fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
of continuous operation. This restriction does not apply to any
obligations issued or guaranteed by the U.S. government, or a state or
local government authority, or their respective agencies or
instrumentalities, or to collateralized mortgage obligations, other
mortgage-related securities, asset-backed securities, indexed securities or
over-the-counter derivative financial instruments.
(ii) Generally, the Fund may purchase and sell any type of derivative
instrument (including, without limitation, futures contracts, options,
forward contracts, swaps, caps, collars, floors and indexed securities).
However, the Fund will only purchase or sell a particular derivative
instrument if the Fund is authorized to invest in the type of asset by
which the return on, or value of, the derivative instrument is primarily
measured or, with respect to foreign currency derivatives, if the Fund is
authorized to invest in foreign securities.
(iii) The Fund may not pledge its assets in connection with any permitted
borrowings; however, this policy does not prevent the Fund from pledging
its assets in connection with its purchase and sale of futures contracts,
options, forward contracts, swaps, caps, collars, floors and other
financial instruments.
2. Service Plan. Class A shareholders of the Fund will be asked to amend the
Fund's current Service Plan to permit payment of distribution fees, with no
change to the Plan's current limit on the total expenses payable.
This Supplement is dated May 29, 1997.
