<PAGE>
SUPPLEMENT TO THE PROSPECTUS
United Vanguard Fund, 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, 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 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 Vanguard Fund, Inc.
Class A shares dated December 31, 1996.
This Supplement is dated May 29, 1997.
NUS1005D
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SUPPLEMENT TO THE PROSPECTUS
United Vanguard Fund, 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,
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 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 Vanguard Fund, Inc.
Class Y shares dated December 31, 1996.
This Supplement is dated May 29, 1997.
NUS1005-Y
<PAGE>
UNITED VANGUARD FUND, INC.
Supplement to the Statement of Additional Information
Dated December 31, 1996
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;
(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 it 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;
(iv) Lend money or other assets, other than through certain limited types
of loans; 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) and
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 money; 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 a security if more
than 25% of its assets would then 2be in securities of companies in any
one 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) 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.
(ii) 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.
