WADDELL & REED ADVISORS MUNICIPAL BOND FUND INC
485BPOS, 2000-12-14
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<PAGE>

                                                               File No. 811-2657
                                                                File No. 2-56969


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933     X

                        Pre-Effective Amendment No. ____
                        Post-Effective Amendment No. 43

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
OF 1940                                                     X

                                Amendment No. 33


              WADDELL & REED ADVISORS MUNICIPAL BOND FUND, INC.
-------------------------------------------------------------------------
                    (Exact Name as Specified in Charter)

6300 Lamar Avenue, Shawnee Mission, Kansas               66202-4200
-------------------------------------------------------------------------
  (Address of Principal Executive Office)                (Zip Code)

Registrant's Telephone Number, including Area Code  (913) 236-2000

Kristen A. Richards, P. O. Box 29217, Shawnee Mission, Kansas  66201-9217
-------------------------------------------------------------------------
                   (Name and Address of Agent for Service)

It is proposed that this filing will become effective

         _____ immediately upon filing pursuant to paragraph (b)
         __X__ on December 15, 2000 pursuant to paragraph (b)
         _____ 60 days after filing pursuant to paragraph (a)(1)
         _____ on (date) pursuant to paragraph (a)(1)
         _____ 75 days after filing pursuant to paragraph (a)(2)
         _____ on (date) pursuant to paragraph (a)(2) of Rule 485
         _____ this post-effective amendment designates a new effective
               date for a previously filed post-effective amendment

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

                   DECLARATION REQUIRED BY RULE 24f-2(a)(1)

         The issuer has registered an indefinite amount of its securities
under the Securities Act of 1933 pursuant to Rule 24f-2(a)(1). Notice for the
Registrant's fiscal year ended September 30, 2000 was filed on or about
December 13, 2000.



<PAGE>


                                                                      PROSPECTUS
                                                               DECEMBER 15, 2000


                   Waddell & Reed Advisors Funds

                                 FIXED INCOME &
                                 MONEY MARKET FUNDS

                                 Bond Fund               [GRAPHIC]

                                 Global Bond Fund        [GRAPHIC]


                                 Government Securities Fund


                                 High Income Fund


                                 Municipal Bond Fund


                                 Municipal High Income Fund


                                 Municipal Money Market Fund


                                 Cash Management


THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THE
FUNDS' SECURITIES, OR DETERMINED WHETHER THIS PROSPECTUS IS ACCURATE OR
ADEQUATE. IT IS A CRIMINAL OFFENSE TO STATE OTHERWISE.


                                      [LOGO] WADDELL & REED
                                      FINANCIAL SERVICES -Registered Trademark-
                                      -----------------------------------------
                                      INVESTING. WITH A PLAN-SM-.
<PAGE>

CONTENTS

 3    An Overview of the Funds
 3    Bond Fund
 9    Global Bond Fund
16    Government Securities Fund
21    High Income Fund
27    Municipal Bond Fund
33    Municipal High Income Fund
40    Municipal Money Market Fund
44    Cash Management
49    The Investment Principles of the Funds
62    Your Account
86    The Management of the Funds
89    Financial Highlights



2
<PAGE>

--------------------------------------------------------------------------------
AN OVERVIEW OF THE FUND

          GOAL
          WADDELL & REED ADVISORS
          BOND FUND

               (FORMERLY UNITED BOND FUND-SM-) SEEKS A REASONABLE RETURN WITH
               EMPHASIS ON PRESERVATION OF CAPITAL.

PRINCIPAL STRATEGIES

Bond Fund seeks to achieve its goal by investing primarily in domestic debt
securities usually of investment grade (rated BBB and higher by Standard &
Poor's ("S&P") and Baa and higher by Moody's). The Fund has no limitations
regarding the maturity duration or dollar weighted average of its holdings. In
selecting the debt securities for the Fund's portfolio, Waddell & Reed
Investment Management Company ("WRIMCO"), the Fund's investment manager,
considers yield and relative safety and, in the case of convertible securities,
the possibility of capital growth. The Fund can invest in securities of
companies of any size.

In selecting debt securities for the Fund, WRIMCO may look at many factors.
These include the issuer's past, present and estimated future:

-  financial strength

-  cash flow

-  management

-  borrowing requirements

-  responsiveness to changes in interest rates and business conditions.

As well, WRIMCO considers the maturity of the obligation and the size or nature
of the bond issue.


                                                                               3
<PAGE>

In general, in determining whether to sell a security, WRIMCO uses the same type
of analysis that it uses in buying securities. For example, WRIMCO may sell a
holding if the issuer's financial strength weakens and/or the yield and relative
safety of the security declines. WRIMCO may also sell a security to take
advantage of more attractive investment opportunities or to raise cash.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Because Bond Fund owns different types of securities, a variety of factors can
affect its investment performance, such as:

-    prepayment of higher-yielding bonds held by the Fund

-    the earnings performance, credit quality and other conditions of the
     companies whose securities the Fund holds

-    changes in the maturities of bonds owned by the Fund

-    WRIMCO's skill in evaluating and managing the interest rate and credit
     risks of the Fund's portfolio

-    adverse bond and stock market conditions, sometimes in response to general
     economic or industry news, that may cause the prices of the Fund's holdings
     to fall as part of a broad market decline.

As with any mutual fund, the value of the Fund's shares will change, and you
could lose money on your investment. An investment in the Fund is not a bank
deposit and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.

WHO MAY WANT TO INVEST
Bond Fund is designed for investors who primarily seek current income while also
seeking to preserve investment principal. You should consider whether the Fund
fits your particular investment objectives.


4
<PAGE>

--------------------------------------------------------------------------------
PERFORMANCE

BOND FUND
The bar chart and performance table below provide some indication of the risks
of investing in the Fund by showing changes in the Fund's performance from year
to year and by showing how the Fund's average annual total returns for the
periods shown compare with those of a broad measure of market performance and a
peer group average.

-    The bar chart presents the average annual total returns for Class A and
     shows how performance has varied from year to year over the past ten
     calendar years.

-    The bar chart does not reflect any sales charge that you may be required to
     pay upon purchase of the Fund's Class A shares. If the sales charge was
     included, the returns would be less than those shown.

-    The performance table shows average annual total returns for each class and
     compares them to the market indicators listed.

-    The bar chart and the performance table assume payment of dividends and
     other distributions in shares. As with all mutual funds, the Fund's past
     performance does not necessarily indicate how it will perform in the
     future.

Note that the performance information in the bar chart and performance table is
based on calendar-year periods, while the information shown in the Financial
Highlights section of this Prospectus and in the Fund's shareholder reports is
based on the Fund's fiscal year. As of September 30, 2000, the Fund's
fiscal-year end changed from December 31 to September 30.


[CHART]

CHART OF YEAR-BY-YEAR RETURNS

<TABLE>
<CAPTION>
AS OF DECEMBER 31 EACH YEAR (%)
<S>              <C>
'90              4.24%
'91             17.76%
'92              7.84%
'93             13.19%
'94             -5.76%
'95             20.50%
'96              3.20%
'97              9.77%
'98              7.27%
'99             -1.08%
</TABLE>

IN THE PERIOD SHOWN IN THE CHART, THE HIGHEST QUARTERLY RETURN WAS 7.11% (THE
THIRD QUARTER OF 1991) AND THE LOWEST QUARTERLY RETURN WAS -7.37% (THE FIRST
QUARTER OF 1997). THE CLASS A RETURN FOR THE YEAR THROUGH SEPTEMBER 30, 2000 WAS
5.24%.



                                                                               5
<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
--------------------------------------------------------------------------------
AS OF DECEMBER 31, 1999 (%)       1 YEAR   5 YEARS    10 YEARS  LIFE OF CLASS(1)
--------------------------------------------------------------------------------
<S>                               <C>      <C>        <C>       <C>
CLASS A SHARES OF BOND FUND       -6.77%    6.42%      6.84%
--------------------------------------------------------------------------------
Salomon Brothers Broad
Investment Grade Index            -0.83%    7.74%      7.75%
--------------------------------------------------------------------------------
Lipper Corporate Debt Funds
A-Rated Universe Average          -2.61%    6.90%      7.30%
--------------------------------------------------------------------------------
CLASS B SHARES OF BOND FUND                                         -4.64%
--------------------------------------------------------------------------------
Salomon Brothers Broad
Investment Grade Index            -0.83%    7.74%      7.75%        -0.16%
--------------------------------------------------------------------------------
Lipper Corporate Debt Funds
A-Rated Universe Average          -2.61%    6.90%      7.30%        -0.45%
--------------------------------------------------------------------------------
CLASS C SHARES OF BOND FUND                                         -0.86%
--------------------------------------------------------------------------------
Salomon Brothers Broad
Investment Grade Index            -0.83%    7.74%      7.75%        -0.16%
--------------------------------------------------------------------------------
Lipper Corporate Debt Funds
A-Rated Universe Average          -2.61%    6.90%      7.30%        -0.45%
--------------------------------------------------------------------------------
CLASS Y SHARES OF BOND FUND       -0.81%                             5.93%
--------------------------------------------------------------------------------
Salomon Brothers Broad
Investment Grade Index            -0.83%    7.74%      7.75%         6.04%
--------------------------------------------------------------------------------
Lipper Corporate Debt Funds
A-Rated Universe Average          -2.61%    6.90%      7.30%         5.09%
--------------------------------------------------------------------------------
</TABLE>

THE INDEX SHOWN IS A BROAD-BASED, SECURITIES MARKET INDEX THAT IS UNMANAGED. THE
LIPPER AVERAGE IS A COMPOSITE OF MUTUAL FUNDS WITH GOALS SIMILAR TO THE GOAL OF
THE FUND.

(1) SINCE SEPTEMBER 9, 1999 FOR CLASS B SHARES, SEPTEMBER 9, 1999 FOR CLASS C
SHARES AND JUNE 19, 1995 FOR CLASS Y SHARES. BECAUSE EACH CLASS COMMENCED
OPERATIONS ON A DATE OTHER THAN AT THE END OF A MONTH, AND PARTIAL MONTH
CALCULATIONS OF THE PERFORMANCE OF THE ABOVE INDEX ARE NOT AVAILABLE, INDEX
PERFORMANCE IS CALCULATED FROM SEPTEMBER 30, 1999, SEPTEMBER 30, 1999, AND JUNE
30, 1995, RESPECTIVELY.


6
<PAGE>

--------------------------------------------------------------------------------
FEES AND EXPENSES

BOND FUND

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
SHAREHOLDER FEES
--------------------------------------------------------------------------------
(FEES PAID DIRECTLY FROM           CLASS A     CLASS B     CLASS C      CLASS Y
YOUR INVESTMENT)                   SHARES      SHARES      SHARES       SHARES
--------------------------------------------------------------------------------
<S>                                <C>         <C>         <C>          <C>
MAXIMUM SALES CHARGE
(LOAD) IMPOSED ON
PURCHASES (AS A PERCENTAGE
OF OFFERING PRICE)                  5.75%       None        None         None
--------------------------------------------------------------------------------
MAXIMUM DEFERRED SALES
CHARGE (LOAD)(1)
(AS A PERCENTAGE OF
LESSER OF AMOUNT INVESTED
OR REDEMPTION VALUE)                None(2)        5%          1%        None
--------------------------------------------------------------------------------

<CAPTION>
--------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES(3)
--------------------------------------------------------------------------------
(EXPENSES THAT ARE DEDUCTED        CLASS A     CLASS B     CLASS C      CLASS Y
FROM FUND ASSETS)                  SHARES      SHARES      SHARES       SHARES
--------------------------------------------------------------------------------
<S>                                <C>         <C>         <C>          <C>
MANAGEMENT FEES                     0.53%       0.53%       0.53%        0.53%
--------------------------------------------------------------------------------
DISTRIBUTION AND
SERVICE (12b-1) FEES                0.25%       1.00%       1.00%     None
--------------------------------------------------------------------------------
OTHER EXPENSES                      0.28%       0.41%       0.47%        0.20%
--------------------------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES                  1.06%       1.94%       2.00%        0.73%
--------------------------------------------------------------------------------
</TABLE>

(1) THE CONTINGENT DEFERRED SALES CHARGE ("CDSC"), WHICH IS IMPOSED ON THE
LESSER OF AMOUNT INVESTED OR REDEMPTION VALUE OF CLASS B SHARES, DECLINES FROM
5% FOR REDEMPTIONS MADE WITHIN THE FIRST YEAR OF PURCHASE, TO 4% FOR REDEMPTIONS
MADE WITHIN THE SECOND YEAR, TO 3% FOR REDEMPTIONS MADE WITHIN THE THIRD AND
FOURTH YEARS, TO 2% FOR REDEMPTIONS MADE WITHIN THE FIFTH YEAR, TO 1% FOR
REDEMPTIONS MADE WITHIN THE SIXTH YEAR AND TO 0% FOR REDEMPTIONS MADE AFTER THE
SIXTH YEAR. FOR CLASS C SHARES, A 1% CDSC APPLIES TO THE LESSER OF AMOUNT
INVESTED OR REDEMPTION VALUE OF CLASS C SHARES REDEEMED WITHIN TWELVE MONTHS
AFTER PURCHASE. SOLELY FOR PURPOSES OF DETERMINING THE NUMBER OF MONTHS OR YEARS
FROM THE TIME OF ANY PAYMENT FOR THE PURCHASE OF SHARES, ALL PAYMENTS DURING A
MONTH ARE TOTALED AND DEEMED TO HAVE BEEN MADE ON THE FIRST DAY OF THE MONTH.

(2) A 1% CDSC MAY BE IMPOSED ON PURCHASES OF $2 MILLION OR MORE OF CLASS A
SHARES THAT ARE REDEEMED WITHIN TWELVE MONTHS OF PURCHASE.

(3) OTHER EXPENSES AND TOTAL ANNUAL FUND OPERATING EXPENSES HAVE BEEN RESTATED
TO REFLECT THE CHANGE IN ACCOUNTING SERVICES FEES AND SHAREHOLDER SERVICING FEES
EFFECTIVE SEPTEMBER 1, 2000; OTHERWISE EXPENSE RATIOS ARE BASED ON OTHER
FUND-LEVEL EXPENSES FOR THE FISCAL PERIOD ENDED SEPTEMBER 30, 2000. ACTUAL
EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.



                                                                               7
<PAGE>

--------------------------------------------------------------------------------
EXAMPLE
--------------------------------------------------------------------------------
This example is intended to help you compare the cost of investing in the shares
of the Fund with the cost of investing in other mutual funds. The example
assumes that (a) you invest $10,000 in the particular class for each time period
specified, (b) your investment has a 5% return each year, and (c) the expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------
IF SHARES ARE REDEEMED
AT END OF PERIOD:              1 YEAR        3 YEARS      5 YEARS   10 YEARS
------------------------------------------------------------------------------
<S>                            <C>           <C>         <C>        <C>
Class A Shares                   $677          $894        $1,128    $ 1,798
------------------------------------------------------------------------------
Class B Shares                   $597          $910        $1,149    $ 2,038(1)
------------------------------------------------------------------------------
Class C Shares                   $203          $626        $1,076    $ 2,324
------------------------------------------------------------------------------
Class Y Shares                   $ 75          $233        $  406    $   906
------------------------------------------------------------------------------

<CAPTION>
IF SHARES ARE NOT REDEEMED
AT END OF PERIOD:              1 YEAR        3 YEARS      5 YEARS   10 YEARS
------------------------------------------------------------------------------
<S>                            <C>           <C>         <C>        <C>
Class A Shares                   $677          $894        $1,128    $ 1,798
------------------------------------------------------------------------------
Class B Shares                   $197          $610        $1,049    $ 2,038(1)
------------------------------------------------------------------------------
Class C Shares                   $203          $626        $1,076    $ 2,324
------------------------------------------------------------------------------
Class Y Shares                   $ 75          $233        $  406    $   906
------------------------------------------------------------------------------
</TABLE>

(1) REFLECTS ANNUAL OPERATING EXPENSES OF CLASS A AFTER CONVERSION OF CLASS B
SHARES INTO CLASS A SHARES 8 YEARS AFTER THE MONTH IN WHICH THE SHARES WERE
PURCHASED.


8
<PAGE>

--------------------------------------------------------------------------------
AN OVERVIEW OF THE FUND


          GOALS
          WADDELL & REED ADVISORS
          GLOBAL BOND FUND, INC.


                    (FORMERLY UNITED HIGH INCOME FUND II, INC. -SM-) SEEKS, AS A
                    PRIMARY GOAL, A HIGH LEVEL OF CURRENT INCOME. AS A SECONDARY
                    GOAL, THE FUND SEEKS CAPITAL GROWTH WHEN CONSISTENT WITH ITS
                    PRIMARY GOAL.



PRINCIPAL STRATEGIES



Global Bond Fund seeks to achieve its goals by investing primarily in a
diversified portfolio of U.S. dollar-denominated debt securities of foreign and
U.S. issuers. The Fund invests, primarily, in investment grade securities. The
Fund may, however, invest up to 35% of its total assets in lower quality bonds,
commonly called junk bonds, that are rated BB and below by S&P or comparable
ratings issued by any Nationally Recognized Statistical Rating Organization(s)
("NRSRO(s)"), or if unrated, judged by WRIMCO to be of comparable quality. The
Fund will only invest in junk bonds if WRIMCO deems the risks to be consistent
with the Fund's goals. The Fund may invest in bonds of any maturity, although
WRIMCO seeks to focus on the intermediate-term sector (generally, bonds with
maturities ranging between one and ten years).



The Fund invests primarily in issuers of countries that are members of the
Organisation of Economic Co-Operation and Development (OECD). The OECD includes
countries that share the principles of the market economy, pluralist democracy
and respect for human rights. The original 20 members of the OECD are located in
Western countries of Europe and North America. Japan, Australia, New Zealand,
Finland, Mexico, the Czech Republic, Hungary, Poland and Korea have also joined
the OECD. The Fund may invest in securities issued by foreign or U.S.
governments and in foreign or U.S. companies of any size.



The Fund may invest in equity securities of foreign and U.S. issuers to achieve
its secondary goal of capital growth.



WRIMCO may look at a number of factors in selecting securities for the Fund's
portfolio. These include:



-    country analysis (economic, legislative/judicial and demographic trends)



                                                                               9
<PAGE>


-    credit analysis of the issuer (financial strength, cash flow, management,
     strategy and accounting)



-    maturity of the issue



-    quality of the issue



-    denomination of the issue (e.g. U.S. Dollar, Euro, Yen)



-    domicile of the issuer.



In general, in determining whether to sell a debt security, WRIMCO uses the same
type of analysis that it uses in buying debt securities. For example, WRIMCO may
sell a holding if the issuer's financial strength declines to an unacceptable
level or management of the company weakens. As well, WRIMCO may choose to sell
an equity security if the issuer's growth potential has diminished. WRIMCO may
also sell a security to take advantage of more attractive investment
opportunities or to raise cash.



PRINCIPAL RISKS OF INVESTING IN THE FUND
Because Global Bond Fund owns different types of securities, a variety of
factors can affect its investment performance, such as:



-    the earnings performance, credit quality and other conditions of the
     companies whose securities the Fund holds



-    an increase in interest rates, which may cause the value of a bond held by
     the Fund, especially bonds with longer maturities, to decline



-    changes in the maturities of bonds owned by the Fund



-    changes in foreign exchange rates and foreign currency fluctuations, which
     may affect the value of certain securities the Fund holds



-    the susceptibility of lower-rated bonds to greater risks of non-payment or
     default, price volatility and lack of liquidity compared to higher-rated
     bonds



-    adverse bond and stock market conditions, sometimes in response to general
     economic or industry news, that may cause the prices of the Fund's holdings
     to fall as part of a broad market decline



-    WRIMCO's skill in evaluating and managing the interest rate and credit
     risks of the Fund's portfolio.



Investing in foreign securities presents additional risks, such as political or
economic conditions affecting the foreign country. Accounting and disclosure
standards also differ from country to country, which makes obtaining reliable
research information more difficult. There is the possibility that, under


10
<PAGE>

unusual international monetary or political conditions, the Fund's assets might
be more volatile than would be the case with other investments.


Market risk for small or medium sized companies may be greater than that for
large companies. For example, smaller companies may have limited financial
resources, limited product lines or inexperienced management.



As with any mutual fund, the value of the Fund's shares will change, and you
could lose money on your investment. An investment in the Fund is not a bank
deposit and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.



WHO MAY WANT TO INVEST
Global Bond Fund is designed for investors primarily seeking exposure to foreign
market issuers for a portion of their fixed-income holdings, with limited
exposure to foreign currency risk. The Fund is not suitable for all investors.
You should consider whether the Fund fits your particular investment objectives.



                                                                              11
<PAGE>

PERFORMANCE

GLOBAL BOND FUND

The bar chart and performance table below provide some indication of the risks
of investing in the Fund by showing changes in the Fund's performance from year
to year and by showing how the Fund's average annual total returns for the
periods shown compare with those of a broad measure of market performance and a
peer group average.

-    The bar chart presents the average annual total returns for Class A and
     shows how performance has varied from year to year over the past ten
     calendar years.

-    The bar chart does not reflect any sales charge that you may be required to
     pay upon purchase of the Fund's Class A shares. If the sales charge was
     included, the returns would be less than those shown.

-    The performance table shows average annual total returns for each class and
     compares them to the market indicators listed.

-    The bar chart and the performance table assume payment of dividends and
     other distributions in shares. As with all mutual funds, the Fund's past
     performance does not necessarily indicate how it will perform in the
     future.

Note that the performance information in the bar chart and performance table is
based on calendar-year periods, while the information shown in the Financial
Highlights section of this Prospectus and in the Fund's shareholder reports is
based on the Fund's fiscal year.

[GRAPH]

CHART OF YEAR-BY-YEAR RETURNS(1)

<TABLE>
<CAPTION>
AS OF DECEMBER 31 EACH YEAR (%)
<S>             <C>
'90             -5.29%
'91             31.31%
'92             15.23%
'93             17.39%
'94             -4.07%
'95             16.88%
'96             11.93%
'97             14.97%
'98              2.69%
'99              1.45%
</TABLE>

IN THE PERIOD SHOWN IN THE CHART, THE HIGHEST QUARTERLY RETURN WAS 11.52% (THE
FIRST QUARTER OF 1991) AND THE LOWEST QUARTERLY RETURN WAS -5.76% (THE THIRD
QUARTER OF 1998). THE CLASS A RETURN FOR THE YEAR THROUGH SEPTEMBER 30, 2000 WAS
-2.62%.


(1) PRIOR TO SEPTEMBER 18, 2000, THE FUND SOUGHT TO ACHIEVE ITS GOALS BY
INVESTING PRIMARILY IN JUNK BONDS, WITH MINIMAL INVESTMENT IN FOREIGN
SECURITIES. ACCORDINGLY, THE PERFORMANCE INFORMATION IN THE BAR CHART AND
PERFORMANCE TABLE FOR PERIODS PRIOR TO THAT DATE REFLECT THE OPERATIONS OF THE
FUND UNDER ITS FORMER INVESTMENT STRATEGIES AND RELATED POLICIES.



12
<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
--------------------------------------------------------------------------------
AS OF DECEMBER 31, 1999 (%)     1 YEAR     5 YEARS   10 YEARS   LIFE OF CLASS(1)
--------------------------------------------------------------------------------
<S>                             <C>        <C>       <C>        <C>
CLASS A SHARES OF
GLOBAL BOND FUND                -4.38%      8.11%      9.10%
--------------------------------------------------------------------------------
Salomon Brothers High Yield
Market Index                     1.73%      9.71%     10.94%
--------------------------------------------------------------------------------
Lipper High Current
Yield Funds Universe Average     4.53%      8.84%     10.03%
--------------------------------------------------------------------------------
CLASS B SHARES OF
GLOBAL BOND FUND                                                    -2.55%
--------------------------------------------------------------------------------
Salomon Brothers High Yield
Market Index                     1.73%      9.71%     10.94%         2.42%
--------------------------------------------------------------------------------
Lipper High Current Yield
Funds Universe Average           4.53%      8.84%     10.03%         2.78%
--------------------------------------------------------------------------------
CLASS C SHARES OF
GLOBAL BOND FUND                                                     1.45%
--------------------------------------------------------------------------------
Salomon Brothers High Yield
Market Index                     1.73%      9.71%     10.94%         2.42%
--------------------------------------------------------------------------------
Lipper High Current Yield
Funds Universe Average           4.53%      8.84%     10.03%         2.78%
--------------------------------------------------------------------------------
CLASS Y SHARES OF
GLOBAL BOND FUND                 1.76%                               7.36%
--------------------------------------------------------------------------------
Salomon Brothers High Yield
Market Index                     1.73%      9.71%     10.94%         7.08%
--------------------------------------------------------------------------------
Lipper High Current Yield
Funds Universe Average           4.53%      8.84%     10.03%         6.48%
--------------------------------------------------------------------------------
</TABLE>

THE INDEX SHOWN IS A BROAD-BASED, SECURITIES MARKET INDEX THAT IS UNMANAGED. THE
LIPPER AVERAGE IS A COMPOSITE OF MUTUAL FUNDS WITH GOALS SIMILAR TO THE GOALS OF
THE FUND AND INVESTMENT STRATEGIES SIMILAR TO THOSE OF THE FUND PRIOR TO
SEPTEMBER 18, 2000.

(1) SINCE OCTOBER 6, 1999 FOR CLASS B SHARES, OCTOBER 6, 1999 FOR CLASS C SHARES
AND FEBRUARY 27, 1996 FOR CLASS Y SHARES. BECAUSE EACH CLASS COMMENCED
OPERATIONS ON A DATE OTHER THAN AT THE END OF A MONTH, AND PARTIAL MONTH
CALCULATIONS OF THE PERFORMANCE OF THE ABOVE INDEXES (INCLUDING INCOME) ARE NOT
AVAILABLE, INDEX PERFORMANCE IS CALCULATED FROM OCTOBER 31, 1999, OCTOBER 31,
1999, AND FEBRUARY 29, 1996, RESPECTIVELY.


                                                                              13
<PAGE>

--------------------------------------------------------------------------------
FEES AND EXPENSES

GLOBAL BOND FUND

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
SHAREHOLDER FEES
--------------------------------------------------------------------------------
(FEES PAID DIRECTLY FROM            CLASS A     CLASS B    CLASS C    CLASS Y
YOUR INVESTMENT)                    SHARES      SHARES     SHARES     SHARES
--------------------------------------------------------------------------------
<S>                                 <C>         <C>        <C>        <C>
MAXIMUM SALES CHARGE
(LOAD) IMPOSED ON
PURCHASES (AS A PERCENTAGE
OF OFFERING PRICE)                    5.75%       None       None       None
--------------------------------------------------------------------------------
MAXIMUM DEFERRED
SALES CHARGE (LOAD)(1)
(AS A PERCENTAGE OF LESSER
OF AMOUNT INVESTED OR
REDEMPTION VALUE)                     None(2)        5%         1%      None
--------------------------------------------------------------------------------

<CAPTION>
--------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES(3)
--------------------------------------------------------------------------------
(EXPENSES THAT ARE DEDUCTED         CLASS A     CLASS B    CLASS C    CLASS Y
FROM FUND ASSETS)                   SHARES      SHARES     SHARES     SHARES
--------------------------------------------------------------------------------
<S>                                 <C>         <C>        <C>        <C>
MANAGEMENT FEES                       0.63%       0.63%      0.63%      0.63%
--------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE
(12b-1) FEES                          0.25%       0.99%      0.99%      None
--------------------------------------------------------------------------------
OTHER EXPENSES                        0.31%       0.47%      0.68%      0.22%
--------------------------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES                    1.19%       2.09%      2.30%      0.85%
--------------------------------------------------------------------------------
</TABLE>

(1) THE CDSC, WHICH IS IMPOSED ON THE LESSER OF AMOUNT INVESTED OR REDEMPTION
VALUE OF CLASS B SHARES, DECLINES FROM 5% FOR REDEMPTIONS MADE WITHIN THE FIRST
YEAR OF PURCHASE, TO 4% FOR REDEMPTIONS MADE WITHIN THE SECOND YEAR, TO 3% FOR
REDEMPTIONS MADE WITHIN THE THIRD AND FOURTH YEARS, TO 2% FOR REDEMPTIONS MADE
WITHIN THE FIFTH YEAR, TO 1% FOR REDEMPTIONS MADE WITHIN THE SIXTH YEAR AND TO
0% FOR REDEMPTIONS MADE AFTER THE SIXTH YEAR. FOR CLASS C SHARES, A 1% CDSC
APPLIES TO THE LESSER OF AMOUNT INVESTED OR REDEMPTION VALUE OF CLASS C SHARES
REDEEMED WITHIN TWELVE MONTHS AFTER PURCHASE. SOLELY FOR PURPOSES OF DETERMINING
THE NUMBER OF MONTHS OR YEARS FROM THE TIME OF ANY PAYMENT FOR THE PURCHASE OF
SHARES, ALL PAYMENTS DURING A MONTH ARE TOTALED AND DEEMED TO HAVE BEEN MADE ON
THE FIRST DAY OF THE MONTH.

(2) A 1% CDSC MAY BE IMPOSED ON PURCHASES OF $2 MILLION OR MORE OF CLASS A
SHARES THAT ARE REDEEMED WITHIN TWELVE MONTHS OF PURCHASE.


(3) OTHER EXPENSES AND TOTAL ANNUAL FUND OPERATING EXPENSES HAVE BEEN RESTATED
TO REFLECT THE CHANGE IN ACCOUNTING SERVICES FEES AND SHAREHOLDER SERVICING FEES
EFFECTIVE SEPTEMBER 1, 2000; OTHERWISE EXPENSE RATIOS ARE BASED ON OTHER
FUND-LEVEL EXPENSES FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000. ACTUAL
EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.



14
<PAGE>

EXAMPLE


This example is intended to help you compare the cost of investing in the shares
of the Fund with the cost of investing in other mutual funds. The example
assumes that (a) you invest $10,000 in the particular class for each time period
specified, (b) your investment has a 5% return each year, and (c) the expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
IF SHARES ARE REDEEMED
AT END OF PERIOD:              1 YEAR      3 YEARS       5 YEARS     10 YEARS
--------------------------------------------------------------------------------
<S>                            <C>         <C>           <C>         <C>
Class A Shares                   $689        $931         $1,192       $1,935
--------------------------------------------------------------------------------
Class B Shares                   $612        $955         $1,224       $2,188(1)
--------------------------------------------------------------------------------
Class C Shares                   $233        $718         $1,230       $2,636
--------------------------------------------------------------------------------
Class Y Shares                   $ 87        $271         $  471       $1,049
--------------------------------------------------------------------------------

<CAPTION>
IF SHARES ARE NOT REDEEMED
AT END OF PERIOD:              1 YEAR      3 YEARS       5 YEARS     10 YEARS
--------------------------------------------------------------------------------
<S>                            <C>         <C>           <C>         <C>
Class A Shares                   $689        $931         $1,192       $1,935
--------------------------------------------------------------------------------
Class B Shares                   $212        $655         $1,124       $2,188(1)
--------------------------------------------------------------------------------
Class C Shares                   $233        $718         $1,230       $2,636
--------------------------------------------------------------------------------
Class Y Shares                   $ 87        $271         $  471       $1,049
--------------------------------------------------------------------------------
</TABLE>

(1) REFLECTS ANNUAL OPERATING EXPENSES OF CLASS A AFTER CONVERSION OF CLASS B
SHARES INTO CLASS A SHARES 8 YEARS AFTER THE MONTH IN WHICH THE SHARES WERE
PURCHASED.


                                                                              15
<PAGE>

--------------------------------------------------------------------------------
AN OVERVIEW OF THE FUND


          GOAL
          WADDELL & REED ADVISORS
          GOVERNMENT SECURITIES FUND, INC.


               (FORMERLY UNITED GOVERNMENT SECURITIES FUND, INC.-SM-) SEEKS AS
               HIGH A CURRENT INCOME AS IS CONSISTENT WITH SAFETY OF PRINCIPAL.


PRINCIPAL STRATEGIES

Government Securities Fund seeks to achieve its goal by investing exclusively in
debt securities issued or guaranteed by the U.S. Government or its agencies or
instrumentalities ("U.S. Government securities"). The Fund invests in a
diversified portfolio of U.S. Government securities, including treasury issues
and mortgage-backed securities. The Fund has no limitations on the range of
maturities of the debt securities in which it may invest.

PRINCIPAL RISKS OF INVESTING IN THE FUND
Because Government Securities Fund owns different types of fixed-income
instruments, a variety of factors can affect its investment performance, such
as:

-    an increase in interest rates, which may cause the value of the Fund's
     fixed-income securities, especially bonds with longer maturities, to
     decline

-    adverse bond and stock market conditions, sometimes in response to general
     economic or industry news, that may cause the prices of the Fund's holdings
     to fall as part of a broad market decline

-    prepayment of higher-yielding bonds and mortgage-backed securities

-    WRIMCO's skill in evaluating and selecting securities for the Fund.

As with any mutual fund, the value of the Fund's shares will change and you
could lose money on your investment. An investment in the Fund is not a bank
deposit and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency. As well, not all U.S. Government
securities are backed by the full faith and credit of the United States.

WHO MAY WANT TO INVEST
Government Securities Fund is designed for investors who seek current income and
the relative security of investing in U.S. Government securities. You should
consider whether the Fund fits your particular investment objectives.


16
<PAGE>

--------------------------------------------------------------------------------
PERFORMANCE

GOVERNMENT SECURITIES FUND

The bar chart and performance table below provide some indication of the risks
of investing in the Fund by showing changes in the Fund's performance from year
to year and by showing how the Fund's average annual total returns for the
periods shown compare with those of a broad measure of market performance and a
peer group average.

-    The bar chart presents the average annual total returns for Class A and
     shows how performance has varied from year to year over the past ten
     calendar years.

-    The bar chart does not reflect any sales charge that you may be required to
     pay upon purchase of the Fund's Class A shares. If the sales charge was
     included, the returns would be less than those shown.

-    The performance table shows average annual total returns for each class and
     compares them to the market indicators listed.

-    The bar chart and the performance table assume payment of dividends and
     other distributions in shares. As with all mutual funds, the Fund's past
     performance does not necessarily indicate how it will perform in the
     future.

Note that the performance information in the bar chart and performance table is
based on calendar-year periods, while the information shown in the Financial
Highlights section of this Prospectus and in the Fund's shareholder reports is
based on the Fund's fiscal year.

[CHART]

<TABLE>
<CAPTION>
CHART OF YEAR-BY-YEAR RETURNS

AS OF DECEMBER 31 EACH YEAR (%)
<S>              <C>
'90              7.27%
'91             16.07%
'92              7.54%
'93              9.99%
'94             -3.88%
'95             19.30%
'96              1.77%
'97              9.16%
'98              7.49%
'99             -0.64%
</TABLE>


IN THE PERIOD SHOWN IN THE CHART, THE HIGHEST QUARTERLY RETURN WAS 6.81% (THE
THIRD QUARTER OF 1991) AND THE LOWEST QUARTERLY RETURN WAS -3.32% (THE FIRST
QUARTER OF 1994). THE CLASS A RETURN FOR THE YEAR THROUGH SEPTEMBER 30, 2000 WAS
6.24%.



                                                                              17
<PAGE>

--------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1999 (%)    1 YEAR    5 YEARS   10 YEARS    LIFE OF CLASS(1)
-------------------------------------------------------------------------------
<S>                            <C>       <C>       <C>         <C>
CLASS A SHARES OF
GOVERNMENT SECURITIES FUND      -4.86%     6.27%      6.76%
-------------------------------------------------------------------------------
Salomon Brothers Treasury/
Government Sponsored/
Mortgage Bond Index             -0.59%     7.66%      7.64%
-------------------------------------------------------------------------------
Lipper General U. S.
Government Funds
Universe Average                -3.02%     6.50%      6.63%
-------------------------------------------------------------------------------
CLASS B SHARES OF
GOVERNMENT SECURITIES FUND                                           -5.09%
-------------------------------------------------------------------------------
Salomon Brothers Treasury/
Government Sponsored/
Mortgage Bond Index             -0.59%     7.66%      7.64%          -0.52%
-------------------------------------------------------------------------------
Lipper General U. S.
Government Funds
Universe Average                -3.02%     6.50%      6.63%          -0.82%
-------------------------------------------------------------------------------
CLASS C SHARES OF
GOVERNMENT SECURITIES FUND                                           -0.87%
-------------------------------------------------------------------------------
Salomon Brothers Treasury/
Government Sponsored/
Mortgage Bond Index             -0.59%     7.66%      7.64%          -0.52%
-------------------------------------------------------------------------------
Lipper General U. S.
Government Funds
Universe Average                -3.02%     6.50%      6.63%          -0.82%
-------------------------------------------------------------------------------
CLASS Y SHARES OF
GOVERNMENT SECURITIES FUND      -0.28%                                5.73%
-------------------------------------------------------------------------------
Salomon Brothers Treasury/
Government Sponsored/
Mortgage Bond Index             -0.59%     7.66%      7.64%           5.96%
-------------------------------------------------------------------------------
Lipper General U. S.
Government Funds
Universe Average                -3.02%     6.50%      6.63%           4.69%
-------------------------------------------------------------------------------
</TABLE>

THE INDEX SHOWN IS A BROAD-BASED, SECURITIES MARKET INDEX THAT IS UNMANAGED. THE
LIPPER AVERAGE IS A COMPOSITE OF MUTUAL FUNDS WITH GOALS SIMILAR TO THE GOAL OF
THE FUND.

(1) SINCE OCTOBER 4, 1999 FOR CLASS B SHARES, OCTOBER 8, 1999 FOR CLASS C SHARES
AND SEPTEMBER 27, 1995 FOR CLASS Y SHARES. BECAUSE EACH CLASS COMMENCED
OPERATIONS ON A DATE OTHER THAN AT THE END OF A MONTH, AND PARTIAL MONTH
CALCULATIONS OF THE PERFORMANCE OF THE INDEX (INCLUDING INCOME) ARE NOT
AVAILABLE, PERFORMANCE OF THE INDEX IS FROM OCTOBER 31, 1999, OCTOBER 31, 1999
AND SEPTEMBER 30, 1995, RESPECTIVELY.


18
<PAGE>

--------------------------------------------------------------------------------
FEES AND EXPENSES

GOVERNMENT SECURITIES FUND

THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
SHARES OF THE FUND.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
SHAREHOLDER FEES
--------------------------------------------------------------------------------
(FEES PAID DIRECTLY FROM          CLASS A      CLASS B     CLASS C     CLASS Y
 YOUR INVESTMENT)                 SHARES       SHARES      SHARES      SHARES
--------------------------------------------------------------------------------
<S>                               <C>          <C>         <C>         <C>
MAXIMUM SALES CHARGE
(LOAD) IMPOSED ON
PURCHASES (AS A PERCENTAGE
OF OFFERING PRICE)                  4.25%        None        None        None
--------------------------------------------------------------------------------
MAXIMUM DEFERRED
SALES CHARGE (LOAD)(1)
(AS A PERCENTAGE OF LESSER
OF AMOUNT INVESTED OR
REDEMPTION VALUE)                   None(2)         5%          1%       None
--------------------------------------------------------------------------------

<CAPTION>
--------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES(3)
--------------------------------------------------------------------------------
(EXPENSES THAT ARE DEDUCTED       CLASS A      CLASS B     CLASS C     CLASS Y
FROM FUND ASSETS)                 SHARES       SHARES      SHARES      SHARES
--------------------------------------------------------------------------------
<S>                               <C>          <C>         <C>         <C>
MANAGEMENT FEES                     0.50%        0.50%       0.50%       0.50%
--------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE
(12b-1) FEES                        0.24%        1.00%       1.00%       None
--------------------------------------------------------------------------------
OTHER EXPENSES                      0.42%        0.56%       0.60%       0.30%
--------------------------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES                  1.16%        2.06%       2.10%       0.80%
--------------------------------------------------------------------------------
</TABLE>

(1) THE CDSC, WHICH IS IMPOSED ON THE LESSER OF AMOUNT INVESTED OR REDEMPTION
VALUE OF CLASS B SHARES, DECLINES FROM 5% FOR REDEMPTIONS MADE WITHIN THE FIRST
YEAR OF PURCHASE, TO 4% FOR REDEMPTIONS MADE WITHIN THE SECOND YEAR, TO 3% FOR
REDEMPTIONS MADE WITHIN THE THIRD AND FOURTH YEARS, TO 2% FOR REDEMPTIONS MADE
WITHIN THE FIFTH YEAR, TO 1% FOR REDEMPTIONS MADE WITHIN THE SIXTH YEAR AND TO
0% FOR REDEMPTIONS MADE AFTER THE SIXTH YEAR. FOR CLASS C SHARES, A 1% CDSC
APPLIES TO THE LESSER OF AMOUNT INVESTED OR REDEMPTION VALUE OF CLASS C SHARES
REDEEMED WITHIN TWELVE MONTHS AFTER PURCHASE. SOLELY FOR PURPOSES OF DETERMINING
THE NUMBER OF MONTHS OR YEARS FROM THE TIME OF ANY PAYMENT FOR THE PURCHASE OF
SHARES, ALL PAYMENTS DURING A MONTH ARE TOTALED AND DEEMED TO HAVE BEEN MADE ON
THE FIRST DAY OF THE MONTH.

(2) A 1% CDSC MAY BE IMPOSED ON PURCHASES OF $2 MILLION OR MORE OF CLASS A
SHARES THAT ARE REDEEMED WITHIN TWELVE MONTHS OF PURCHASE.


(3) OTHER EXPENSES AND TOTAL ANNUAL FUND OPERATING EXPENSES HAVE BEEN RESTATED
TO REFLECT THE CHANGE IN ACCOUNTING SERVICES FEES AND SHAREHOLDER SERVICING FEES
EFFECTIVE SEPTEMBER 1, 2000; OTHERWISE EXPENSE RATIOS ARE BASED ON OTHER
FUND-LEVEL EXPENSES FOR THE FISCAL PERIOD ENDED SEPTEMBER 30, 2000. ACTUAL
EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.



                                                                              19
<PAGE>
--------------------------------------------------------------------------------
EXAMPLE
--------------------------------------------------------------------------------

This example is intended to help you compare the cost of investing in the shares
of the Fund with the cost of investing in other mutual funds. The example
assumes that (a) you invest $10,000 in the particular class for each time period
specified, (b) your investment has a 5% return each year, and (c) the expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
IF SHARES ARE REDEEMED
AT END OF PERIOD:              1 YEAR     3 YEARS       5 YEARS    10 YEARS
--------------------------------------------------------------------------------
<S>                            <C>        <C>           <C>        <C>
Class A Shares                   $538       $778         $1,036      $1,774
--------------------------------------------------------------------------------
Class B Shares                   $609       $946         $1,208      $2,157(1)
--------------------------------------------------------------------------------
Class C Shares                   $213       $658         $1,129      $2,431
--------------------------------------------------------------------------------
Class Y Shares                   $ 82       $255         $  444      $  990
--------------------------------------------------------------------------------

<CAPTION>
IF SHARES ARE NOT REDEEMED
AT END OF PERIOD:              1 YEAR     3 YEARS       5 YEARS    10 YEARS
--------------------------------------------------------------------------------
<S>                            <C>        <C>           <C>        <C>
Class A Shares                   $538       $778         $1,036      $1,774
--------------------------------------------------------------------------------
Class B Shares                   $209       $646         $1,108      $2,157(1)
--------------------------------------------------------------------------------
Class C Shares                   $213       $658         $1,129      $2,431
--------------------------------------------------------------------------------
Class Y Shares                   $ 82       $255         $  444      $  990
--------------------------------------------------------------------------------
</TABLE>

(1)REFLECTS ANNUAL OPERATING EXPENSES OF CLASS A AFTER CONVERSION OF CLASS B
SHARES INTO CLASS A SHARES 8 YEARS AFTER THE MONTH IN WHICH THE SHARES WERE
PURCHASED.


20
<PAGE>


--------------------------------------------------------------------------------
AN OVERVIEW OF THE FUND



           GOALS
           WADDELL & REED ADVISORS
           HIGH INCOME FUND, INC.



                    (FORMERLY UNITED HIGH INCOME FUND, INC.-SM-) SEEKS, AS A
                    PRIMARY GOAL, A HIGH LEVEL OF CURRENT INCOME. AS A SECONDARY
                    GOAL, THE FUND SEEKS CAPITAL GROWTH WHEN CONSISTENT WITH ITS
                    PRIMARY GOAL.




PRINCIPAL STRATEGIES
High Income Fund seeks to achieve its goals by investing primarily in a
diversified portfolio of high-yield, high-risk, fixed-income securities the
risks of which are, in the judgment of WRIMCO, consistent with the Fund's goals.
The Fund can invest in companies of any size. The Fund invests primarily in the
lower quality bonds, commonly called junk bonds, that are rated BB and below by
S&P or Ba and below by Moody's or, if unrated, deemed by WRIMCO to be of
comparable quality. The Fund may invest an unlimited amount of its total assets
in junk bonds. As well, the Fund may invest in bonds of any maturity.



The Fund may invest up to 20% of its total assets in common stock in order to
seek capital growth. The Fund emphasizes a blend of value and growth in its
selection of common stock. Value stocks are those whose earnings WRIMCO believes
are currently selling below their true worth. Growth stocks are those whose
earnings WRIMCO believes are likely to grow faster than the economy.



WRIMCO may look at a number of factors in selecting securities for the Fund.
These include an issuer's past, current and estimated future:



-    financial strength



-    cash flow



-    management



-    borrowing requirements



-    responsiveness to changes in interest rates and business conditions.



In general, in determining whether to sell a debt security, WRIMCO uses the same
type of analysis that it uses in buying debt securities. For example, WRIMCO may
sell a holding if the issuer's financial strength declines to an unacceptable
level or management of the company weakens. As well, WRIMCO may choose to sell
an equity security if the issuer's growth potential


                                                                              21
<PAGE>

has diminished. WRIMCO may also sell a security to take advantage of more
attractive investment opportunities or to raise cash.


PRINCIPAL RISKS OF INVESTING IN THE FUND
Because High Income Fund owns different types of securities, a variety of
factors can affect its investment performance, such as:


-    the earnings performance, credit quality and other conditions of the
     companies whose securities the Fund holds



-    the susceptibility of junk bonds to greater risks of non-payment or
     default, price volatility and lack of liquidity compared to higher-rated
     bonds



-    an increase in interest rates, which may cause the value of a bond held by
     the Fund, especially bonds with longer maturities, to decline



-    changes in the maturities of bonds owned by the Fund



-    adverse bond and stock market conditions, sometimes in response to general
     economic or industry news, that may cause the prices of the Fund's holdings
     to fall as part of a broad market decline



-    WRIMCO's skill in evaluating and managing the interest rate and credit
     risks of the Fund's portfolio.



Market risk for small or medium sized companies may be greater than that for
large companies. For example, smaller companies may have limited financial
resources, limited product lines or inexperienced management.



As with any mutual fund, the value of the Fund's shares will change, and you
could lose money on your investment. An investment in the Fund is not a bank
deposit and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.



WHO MAY WANT TO INVEST
High Income Fund is designed for investors who primarily seek a level of current
income that is higher than is normally available with securities in the higher
rated categories and, secondarily, seek capital growth where consistent with the
goal of income. The Fund is not suitable for all investors. You should consider
whether the Fund fits your particular investment objectives.



22
<PAGE>

PERFORMANCE

HIGH INCOME FUND

The bar chart and performance table below provide some indication of the risks
of investing in the Fund by showing changes in the Fund's performance from year
to year and by showing how the Fund's average annual total returns for the
periods shown compare with those of a broad measure of market performance and a
peer group average.

-    The bar chart presents the average annual total returns for Class A and
     shows how performance has varied from year to year over the past ten
     calendar years.

-    The bar chart does not reflect any sales charge that you may be required to
     pay upon purchase of the Fund's Class A shares. If the sales charge was
     included, the returns would be less than those shown.

-    The performance table shows average annual total returns for each class and
     compares them to the market indicators listed.

-    The bar chart and the performance table assume payment of dividends and
     other distributions in shares. As with all mutual funds, the Fund's past
     performance does not necessarily indicate how it will perform in the
     future.

Note that the performance information in the bar chart and performance table is
based on calendar-year periods, while the information shown in the Financial
Highlights section of this Prospectus and in the Fund's shareholder reports is
based on the Fund's fiscal year.

[CHART]

<TABLE>
<CAPTION>
CHART OF YEAR-BY-YEAR RETURNS

AS OF DECEMBER 31 EACH YEAR (%)
<S>            <C>
'90            -14.97%
'91             37.45%
'92             16.33%
'93             17.69%
'94             -3.66%
'95             17.80%
'96             11.88%
'97             14.32%
'98              3.88%
'99              2.92%
</TABLE>


IN THE PERIOD SHOWN IN THE CHART, THE HIGHEST QUARTERLY RETURN WAS 12.12% (THE
FIRST QUARTER OF 1991) AND THE LOWEST QUARTERLY RETURN WAS -7.59% (THE THIRD
QUARTER OF 1990). THE CLASS A RETURN FOR THE YEAR THROUGH SEPTEMBER 30, 2000 WAS
-2.53%.



                                                                              23
<PAGE>

--------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1999 (%)      1 YEAR     5 YEARS  10 YEARS   LIFE OF CLASS(1)
--------------------------------------------------------------------------------
<S>                              <C>        <C>      <C>        <C>
CLASS A SHARES OF
HIGH INCOME FUND                 -3.00%      8.71%     8.93%
--------------------------------------------------------------------------------
Salomon Brothers High Yield
Market Index                      1.73%      9.71%    10.94%
--------------------------------------------------------------------------------
Salomon Brothers High Yield
Composite Index                   1.24%     10.39%    11.35%
--------------------------------------------------------------------------------
Lipper High Current Yield Funds
Universe Average                  4.53%      8.84%    10.03%
--------------------------------------------------------------------------------
CLASS B SHARES OF
HIGH INCOME FUND                                                    -2.38%
--------------------------------------------------------------------------------
Salomon Brothers High Yield
Market Index                      1.73%      9.71%    10.94%         2.42%
--------------------------------------------------------------------------------
Salomon Brothers High Yield
Composite Index                   1.24%     10.39%    11.35%         2.70%
--------------------------------------------------------------------------------
Lipper High Current Yield Funds
Universe Average                  4.53%      8.84%    10.03%         2.78%
--------------------------------------------------------------------------------
CLASS C SHARES OF
HIGH INCOME FUND                                                     1.62%
--------------------------------------------------------------------------------
Salomon Brothers High Yield
Market Index                      1.73%      9.71%    10.94%         2.42%
--------------------------------------------------------------------------------
Salomon Brothers High Yield
Composite Index                   1.24%     10.39%    11.35%         2.70%
--------------------------------------------------------------------------------
Lipper High Current Yield Funds
Universe Average                  4.53%      8.84%    10.03%         2.78%
--------------------------------------------------------------------------------
CLASS Y SHARES OF
HIGH INCOME FUND                  3.15%                              8.17%
--------------------------------------------------------------------------------
Salomon Brothers High Yield
Market Index                      1.73%      9.71%    10.94%         7.34%
--------------------------------------------------------------------------------
Salomon Brothers High Yield
Composite Index                   1.24%     10.39%    11.35%         7.57%
--------------------------------------------------------------------------------
Lipper High Current Yield Funds
Universe Average                  4.53%      8.84%    10.03%         7.02%
--------------------------------------------------------------------------------
</TABLE>

THE INDEXES SHOWN ARE BROAD-BASED, SECURITIES MARKET INDEXES THAT ARE UNMANAGED.
THE SALOMON BROTHERS HIGH YIELD MARKET INDEX WILL REPLACE THE SALOMON BROTHERS
HIGH YIELD COMPOSITE INDEX. WRIMCO BELIEVES THAT THE NEW INDEX PROVIDES A MORE
ACCURATE BASIS FOR COMPARING THE FUND'S PERFORMANCE TO THE TYPES OF SECURITIES
IN WHICH THE FUND INVESTS. BOTH INDEXES ARE PRESENTED FOR COMPARISON PURPOSES.
THE LIPPER AVERAGE IS A COMPOSITE OF MUTUAL FUNDS WITH GOALS SIMILAR TO THE
GOALS OF THE FUND.

(1) SINCE OCTOBER 4, 1999 FOR CLASS B SHARES, OCTOBER 4, 1999 FOR CLASS C SHARES
AND JANUARY 4, 1996 FOR CLASS Y SHARES. BECAUSE EACH CLASS COMMENCED OPERATIONS
ON A DATE OTHER THAN AT THE END OF A MONTH, AND PARTIAL MONTH CALCULATIONS OF
THE PERFORMANCE OF THE INDEXES (INCLUDING INCOME) ARE NOT AVAILABLE, INDEX
PERFORMANCE IS FROM OCTOBER 31, 1999, OCTOBER 31, 1999 AND DECEMBER 31, 1995,
RESPECTIVELY.


24
<PAGE>

--------------------------------------------------------------------------------
FEES AND EXPENSES

HIGH INCOME FUND

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
SHAREHOLDER FEES
--------------------------------------------------------------------------------
(FEES PAID DIRECTLY FROM           CLASS A      CLASS B     CLASS C    CLASS Y
YOUR INVESTMENT)                   SHARES       SHARES      SHARES     SHARES
--------------------------------------------------------------------------------
<S>                                <C>          <C>         <C>        <C>
MAXIMUM SALES CHARGE
(LOAD) IMPOSED ON
PURCHASES (AS A PERCENTAGE
OF OFFERING PRICE)                   5.75%       None        None       None
--------------------------------------------------------------------------------
MAXIMUM DEFERRED
SALES CHARGE (LOAD)(1)
(AS A PERCENTAGE OF LESSER
OF AMOUNT INVESTED OR
REDEMPTION VALUE)                    None(2)        5%          1%      None
--------------------------------------------------------------------------------

<CAPTION>
--------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES(3)
--------------------------------------------------------------------------------
<S>                                <C>          <C>         <C>        <C>
(EXPENSES THAT ARE DEDUCTED        CLASS A      CLASS B     CLASS C    CLASS Y
FROM FUND ASSETS)                  SHARES       SHARES      SHARES     SHARES
--------------------------------------------------------------------------------
MANAGEMENT FEES                      0.62%       0.62%       0.62%      0.62%
--------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE
(12b-1) FEES                         0.24%       1.00%       1.00%      None
--------------------------------------------------------------------------------
OTHER EXPENSES                       0.22%       0.40%       0.50%      0.20%
--------------------------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES                   1.08%       2.02%       2.12%      0.82%
--------------------------------------------------------------------------------
</TABLE>

(1) THE CDSC, WHICH IS IMPOSED ON THE LESSER OF AMOUNT INVESTED OR REDEMPTION
VALUE OF CLASS B SHARES, DECLINES FROM 5% FOR REDEMPTIONS MADE WITHIN THE FIRST
YEAR OF PURCHASE, TO 4% FOR REDEMPTIONS MADE WITHIN THE SECOND YEAR, TO 3% FOR
REDEMPTIONS MADE WITHIN THE THIRD AND FOURTH YEARS, TO 2% FOR REDEMPTIONS MADE
WITHIN THE FIFTH YEAR, TO 1% FOR REDEMPTIONS MADE WITHIN THE SIXTH YEAR AND TO
0% FOR REDEMPTIONS MADE AFTER THE SIXTH YEAR. FOR CLASS C SHARES, A 1% CDSC
APPLIES TO THE LESSER OF AMOUNT INVESTED OR REDEMPTION VALUE OF CLASS C SHARES
REDEEMED WITHIN TWELVE MONTHS AFTER PURCHASE. SOLELY FOR PURPOSES OF DETERMINING
THE NUMBER OF MONTHS OR YEARS FROM THE TIME OF ANY PAYMENT FOR THE PURCHASE OF
SHARES, ALL PAYMENTS DURING A MONTH ARE TOTALED AND DEEMED TO HAVE BEEN MADE ON
THE FIRST DAY OF THE MONTH.

(2) A 1% CDSC MAY BE IMPOSED ON PURCHASES OF $2 MILLION OR MORE OF CLASS A
SHARES THAT ARE REDEEMED WITHIN TWELVE MONTHS OF PURCHASE.


(3) OTHER EXPENSES AND TOTAL ANNUAL FUND OPERATING EXPENSES HAVE BEEN RESTATED
TO REFLECT THE CHANGE IN ACCOUNTING SERVICES FEES AND SHAREHOLDER SERVICING FEES
EFFECTIVE SEPTEMBER 1, 2000; OTHERWISE EXPENSE RATIOS ARE BASED ON OTHER
FUND-LEVEL EXPENSES FOR THE FISCAL PERIOD ENDED SEPTEMBER 30, 2000. ACTUAL
EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.



                                                                              25
<PAGE>


--------------------------------------------------------------------------------
EXAMPLE
--------------------------------------------------------------------------------

This example is intended to help you compare the cost of investing in the shares
of the Fund with the cost of investing in other mutual funds. The example
assumes that (a) you invest $10,000 in the particular class for each time period
specified, (b) your investment has a 5% return each year, and (c) the expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
IF SHARES ARE REDEEMED
AT END OF PERIOD:            1 YEAR       3 YEARS      5 YEARS        10 YEARS
--------------------------------------------------------------------------------
<S>                          <C>          <C>          <C>            <C>
Class A Shares                $679         $899         $1,136         $1,816
--------------------------------------------------------------------------------
Class B Shares                $605         $934         $1,188         $2,104(1)
--------------------------------------------------------------------------------
Class C Shares                $215         $664         $1,139         $2,452
--------------------------------------------------------------------------------
Class Y Shares                $ 84         $262         $  455         $1,014
--------------------------------------------------------------------------------
<CAPTION>
--------------------------------------------------------------------------------
IF SHARES ARE NOT REDEEMED
AT END OF PERIOD:            1 YEAR       3 YEARS      5 YEARS        10 YEARS
--------------------------------------------------------------------------------
<S>                          <C>          <C>          <C>            <C>
Class A Shares                $679         $899         $1,136         $1,816
--------------------------------------------------------------------------------
Class B Shares                $205         $634         $1,088         $2,104(1)
--------------------------------------------------------------------------------
Class C Shares                $215         $664         $1,139         $2,452
--------------------------------------------------------------------------------
Class Y Shares                $ 84         $262         $  455         $1,014
--------------------------------------------------------------------------------
</TABLE>

(1) REFLECTS ANNUAL OPERATING EXPENSES OF CLASS A AFTER CONVERSION OF CLASS B
SHARES INTO CLASS A SHARES 8 YEARS AFTER THE MONTH IN WHICH THE SHARES WERE
PURCHASED.


26
<PAGE>

--------------------------------------------------------------------------------
AN OVERVIEW OF THE FUND


          GOAL
          WADDELL & REED ADVISORS
          MUNICIPAL BOND FUND, INC.



                    (FORMERLY UNITED MUNICIPAL BOND FUND, INC.-SM-) SEEKS TO
                    PROVIDE INCOME THAT IS NOT SUBJECT TO FEDERAL INCOME TAX.


PRINCIPAL STRATEGIES


Municipal Bond Fund seeks to achieve its goal by investing primarily in
tax-exempt municipal bonds, mainly of investment grade. The Fund may invest in
bonds of any maturity. "Municipal bonds" mean obligations the interest on which
is not includable in gross income for Federal income tax purposes. However, a
significant portion of the Fund's municipal bond interest may be subject to the
Federal alternative minimum tax ("AMT"), up to 40% of the dividends paid to
shareholders.


The Fund diversifies its holdings among two main types of municipal bonds:

-    general obligation bonds, which are backed by the full faith, credit and
     taxing power of the governmental authority, and


-    revenue bonds, which are payable only from specific sources, such as the
     revenue from a particular project or a special tax. Revenue bonds include
     certain private activity bonds ("PABs") and industrial development bonds
     ("IDBs"), which finance privately operated facilities.


WRIMCO, the Fund's investment manager, may look at a number of factors in
selecting securities for the Fund's portfolio. These include:

-    the security's current coupon

-    the maturity of the security

-    the relative value of the security

-    the creditworthiness of the particular issuer or of the private company
     involved

-    the structure of the security, including whether it has a put or a call
     feature.

In general, in determining whether to sell a security, WRIMCO uses the same type
of analysis that is used in buying securities in order to determine whether the
security continues to be a desired investment for the Fund. WRIMCO may also sell
a security to take advantage of more attractive investment opportunities or to
raise cash.


                                                                              27
<PAGE>

PRINCIPAL RISKS OF INVESTING IN THE FUND

Because Municipal Bond Fund owns different types of securities, a variety of
factors can affect its investment performance, such as:

-    an increase in interest rates, which may cause the value of the Fund's
     fixed-income securities, especially bonds with longer maturities, to
     decline


-    prepayment of asset-backed securities or mortgage-backed securities held by
     the Fund ("extraordinary call risk")



-    prepayment of higher-yielding bonds when interest rates decline ("optional
     call risk")


-    changes in the maturities of bonds owned by the Fund

-    the credit quality of the issuers whose securities the Fund owns or of the
     private companies involved in IDB-financed projects

-    the local economic, political or regulatory environment affecting bonds
     owned by the Fund

-    failure of a bond's interest to qualify as tax-exempt

-    legislation affecting the tax status of municipal bond interest

-    adverse bond and stock market conditions, sometimes in response to general
     economic or industry news, that may cause the prices of the Fund's holdings
     to fall as part of a broad market decline

-    WRIMCO's skill in evaluating and managing the interest rate and credit
     risks of the Fund's portfolio.

A significant portion of the Fund's municipal bond interest may subject
investors to the AMT; this would have the effect of reducing the Fund's return
to any such investor.

As with any mutual fund, the value of the Fund's shares will change, and you
could lose money on your investment. An investment in the Fund is not a bank
deposit and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.

WHO MAY WANT TO INVEST
Municipal Bond Fund is designed for investors seeking current income that is
primarily free from Federal income tax, through a diversified portfolio. You
should consider whether the Fund fits your particular investment objectives.


28
<PAGE>

--------------------------------------------------------------------------------
PERFORMANCE

MUNICIPAL BOND FUND

The bar chart and performance table below provide some indication of the risks
of investing in the Fund by showing changes in the Fund's performance from year
to year and by showing how the Fund's average annual total returns for the
periods shown compare with those of a broad measure of market performance and a
peer group average.

-    The bar chart presents the average annual total returns for Class A and
     shows how performance has varied from year to year over the past ten
     calendar years.

-    The bar chart does not reflect any sales charge that you may be required to
     pay upon purchase of the Fund's Class A shares. If the sales charge was
     included, the returns would be less than those shown.

-    The performance table shows average annual total returns for each class and
     compares them to the market indicators listed.

-    The bar chart and the performance table assume payment of dividends and
     other distributions in shares. As with all mutual funds, the Fund's past
     performance does not necessarily indicate how it will perform in the
     future.

Note that the performance information in the bar chart and performance table is
based on calendar-year periods, while the information shown in the Financial
Highlights section of this Prospectus and in the Fund's shareholder reports is
based on the Fund's fiscal year.

[CHART]

<TABLE>
<CAPTION>
CHART OF YEAR-BY-YEAR RETURNS

AS OF DECEMBER 31 EACH YEAR (%)
<S>              <C>
'90              5.63%
'91             13.15%
'92              9.53%
'93             14.30%
'94             -7.14%
'95             20.17%
'96              4.12%
'97             10.23%
'98              5.20%
'99             -5.50%
</TABLE>


IN THE PERIOD SHOWN IN THE CHART, THE HIGHEST QUARTERLY RETURN WAS 8.87% (THE
FIRST QUARTER OF 1995) AND THE LOWEST QUARTERLY RETURN WAS -6.48% (THE FIRST
QUARTER OF 1994). THE CLASS A RETURN FOR THE YEAR THROUGH SEPTEMBER 30, 2000 WAS
6.68%.



                                                                              29
<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
--------------------------------------------------------------------------------
AS OF DECEMBER 31, 1999 (%)        1 YEAR   5 YEARS   10 YEARS  LIFE OF CLASS(1)
--------------------------------------------------------------------------------
<S>                                <C>      <C>        <C>        <C>
CLASS A SHARES OF
MUNICIPAL BOND FUND                -9.52%    5.60%      6.23%
--------------------------------------------------------------------------------
Lehman Brothers Municipal
Bond Index                         -2.07%    6.92%      6.89%
--------------------------------------------------------------------------------
Lipper General Municipal
Debt Funds Universe Average        -4.63%    5.76%      6.18%
--------------------------------------------------------------------------------
CLASS B SHARES OF
MUNICIPAL BOND FUND                                                 -6.88%
--------------------------------------------------------------------------------
Lehman Brothers Municipal
Bond Index                         -2.07%    6.92%      6.89%        0.30%
--------------------------------------------------------------------------------
Lipper General Municipal
Debt Funds Universe Average        -4.63%    5.76%      6.18%       -0.03%
--------------------------------------------------------------------------------
CLASS C SHARES OF
MUNICIPAL BOND FUND                                                 -3.05%
--------------------------------------------------------------------------------
Lehman Brothers Municipal
Bond Index                         -2.07%    6.92%      6.89%        0.30%
--------------------------------------------------------------------------------
Lipper General Municipal
Debt Funds Universe Average        -4.63%    5.76%      6.18%       -0.03%
--------------------------------------------------------------------------------
CLASS Y SHARES OF
MUNICIPAL BOND FUND                -5.42%                           -5.41%
--------------------------------------------------------------------------------
Lehman Brothers Municipal
Bond Index                         -2.07%    6.92%      6.89%       -2.07%
--------------------------------------------------------------------------------
Lipper General Municipal
Debt Funds Universe Average        -4.63%    5.76%      6.18%       -4.63%
--------------------------------------------------------------------------------
</TABLE>


THE INDEX SHOWN IS A BROAD-BASED, SECURITIES MARKET INDEX THAT IS UNMANAGED. THE
LIPPER AVERAGE IS A COMPOSITE OF MUTUAL FUNDS WITH GOALS SIMILAR TO THE GOAL OF
THE FUND.

(1)SINCE OCTOBER 5, 1999 FOR CLASS B SHARES, OCTOBER 7, 1999 FOR CLASS C SHARES
AND DECEMBER 30, 1998 FOR CLASS Y SHARES. BECAUSE EACH CLASS COMMENCED
OPERATIONS ON A DATE OTHER THAN AT THE END OF A MONTH, AND PARTIAL MONTH
CALCULATIONS OF THE PERFORMANCE OF THE ABOVE INDEX (INCLUDING INCOME) ARE NOT
AVAILABLE, INDEX PERFORMANCE IS CALCULATED FROM OCTOBER 31, 1999, OCTOBER 31,
1999 AND DECEMBER 31, 1998, RESPECTIVELY.


30
<PAGE>

--------------------------------------------------------------------------------
FEES AND EXPENSES

MUNICIPAL BOND FUND

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
SHAREHOLDER FEES
--------------------------------------------------------------------------------
(FEES PAID DIRECTLY FROM           CLASS A      CLASS B     CLASS C     CLASS Y
 YOUR INVESTMENT)                  SHARES       SHARES      SHARES      SHARES
--------------------------------------------------------------------------------
<S>                                <C>          <C>         <C>         <C>
MAXIMUM SALES CHARGE
(LOAD) IMPOSED ON
PURCHASES (AS A PERCENTAGE
OF OFFERING PRICE)                   4.25%        None        None        None
--------------------------------------------------------------------------------
MAXIMUM DEFERRED SALES
CHARGE (LOAD)(1)(AS A
PERCENTAGE OF LESSER OF
AMOUNT INVESTED OR
REDEMPTION VALUE)                    None(2)         5%          1%       None
--------------------------------------------------------------------------------

<CAPTION>
--------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES(3)
--------------------------------------------------------------------------------
(EXPENSES THAT ARE DEDUCTED        CLASS A      CLASS B     CLASS C     CLASS Y
FROM FUND ASSETS)                  SHARES       SHARES      SHARES      SHARES
--------------------------------------------------------------------------------
MANAGEMENT FEES                      0.52%        0.52%       0.52%       0.52%
--------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE
(12b-1) FEES                         0.24%        0.99%       0.98%       None
--------------------------------------------------------------------------------
OTHER EXPENSES                       0.14%        0.35%       0.33%       0.19%
--------------------------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES                   0.90%        1.86%       1.83%       0.71%
--------------------------------------------------------------------------------
</TABLE>

(1) THE CDSC, WHICH IS IMPOSED ON THE LESSER OF AMOUNT INVESTED OR REDEMPTION
VALUE OF CLASS B SHARES, DECLINES FROM 5% FOR REDEMPTIONS MADE WITHIN THE FIRST
YEAR OF PURCHASE, TO 4% FOR REDEMPTIONS MADE WITHIN THE SECOND YEAR, TO 3% FOR
REDEMPTIONS MADE WITHIN THE THIRD AND FOURTH YEARS, TO 2% FOR REDEMPTIONS MADE
WITHIN THE FIFTH YEAR, TO 1% FOR REDEMPTIONS MADE WITHIN THE SIXTH YEAR AND TO
0% FOR REDEMPTIONS MADE AFTER THE SIXTH YEAR. FOR CLASS C SHARES, A 1% CDSC
APPLIES TO THE LESSER OF AMOUNT INVESTED OR REDEMPTION VALUE OF CLASS C SHARES
REDEEMED WITHIN TWELVE MONTHS AFTER PURCHASE. SOLELY FOR PURPOSES OF DETERMINING
THE NUMBER OF MONTHS OR YEARS FROM THE TIME OF ANY PAYMENT FOR THE PURCHASE OF
SHARES, ALL PAYMENTS DURING A MONTH ARE TOTALED AND DEEMED TO HAVE BEEN MADE ON
THE FIRST DAY OF THE MONTH.

(2) A 1% CDSC MAY BE IMPOSED ON PURCHASES OF $2 MILLION OR MORE OF CLASS A
SHARES THAT ARE REDEEMED WITHIN TWELVE MONTHS OF PURCHASE.


(3) OTHER EXPENSES AND TOTAL ANNUAL FUND OPERATING EXPENSES HAVE BEEN
RESTATED TO REFLECT THE CHANGE IN ACCOUNTING SERVICES FEES AND SHAREHOLDER
SERVICING FEES EFFECTIVE SEPTEMBER 1, 2000; OTHERWISE EXPENSE RATIOS ARE
BASED ON OTHER FUND-LEVEL EXPENSES FOR THE FISCAL YEAR ENDED SEPTEMBER 30,
2000. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.


                                                                              31
<PAGE>

--------------------------------------------------------------------------------
EXAMPLE
--------------------------------------------------------------------------------
This example is intended to help you compare the cost of investing in the shares
of the Fund with the cost of investing in other mutual funds. The example
assumes that (a) you invest $10,000 in the particular class for each time period
specified, (b) your investment has a 5% return each year, and (c) the expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
IF SHARES ARE REDEEMED
AT END OF PERIOD:             1 YEAR       3 YEARS     5 YEARS     10 YEARS
--------------------------------------------------------------------------------
<S>                           <C>          <C>         <C>         <C>
Class A Shares                  $513         $700      $  902       $1,486
--------------------------------------------------------------------------------
Class B Shares                  $589         $885      $1,106       $1,927(1)
--------------------------------------------------------------------------------
Class C Shares                  $186         $576      $  990       $2,148
--------------------------------------------------------------------------------
Class Y Shares                  $ 73         $227      $  395       $  883
--------------------------------------------------------------------------------


<CAPTION>
IF SHARES ARE NOT REDEEMED
AT END OF PERIOD:             1 YEAR       3 YEARS     5 YEARS     10 YEARS
--------------------------------------------------------------------------------
<S>                           <C>          <C>         <C>         <C>
Class A Shares                  $513         $700      $  902       $1,486
--------------------------------------------------------------------------------
Class B Shares                  $189         $585      $1,006       $1,927(1)
--------------------------------------------------------------------------------
Class C Shares                  $186         $576      $  990       $2,148
--------------------------------------------------------------------------------
Class Y Shares                  $ 73         $227      $  395       $  883
--------------------------------------------------------------------------------
</TABLE>

(1) REFLECTS ANNUAL OPERATING EXPENSES OF CLASS A AFTER CONVERSION OF CLASS B
SHARES INTO CLASS A SHARES 8 YEARS AFTER THE MONTH IN WHICH THE SHARES WERE
PURCHASED.


32
<PAGE>

--------------------------------------------------------------------------------
AN OVERVIEW OF THE FUND


           GOAL
           WADDELL & REED ADVISORS
           MUNICIPAL HIGH INCOME FUND, INC.



                    (FORMERLY UNITED MUNICIPAL HIGH INCOME FUND, INC.-SM-) SEEKS
                    TO PROVIDE A HIGH LEVEL OF INCOME THAT IS NOT SUBJECT TO
                    FEDERAL INCOME TAX.


PRINCIPAL STRATEGIES


Municipal High Income Fund seeks to achieve its goal through a diversified
portfolio consisting mainly of tax-exempt municipal bonds. These bonds are rated
primarily in the lower tier of investment grade (BBB by S&P and Baa by Moody's)
or lower, including bonds rated below investment grade, junk bonds (rated BB and
lower by S&P and Ba and lower by Moody's), or, if unrated, judged by WRIMCO to
be of similar quality.


"Municipal bonds" mean obligations the interest on which is not includable in
gross income for Federal income tax purposes. The Fund diversifies its holdings
among two main types of municipal bonds:

-    general obligation bonds, which are backed by the full faith, credit and
     taxing power of the governmental authority, and


-    revenue bonds, which are payable only from specific sources, such as the
     revenue from a particular project or a special tax. Revenue bonds, IDBs and
     PABs finance privately operated facilities.


WRIMCO may look at a number of factors in selecting securities for the Fund's
portfolio. These include:

-    the security's current coupon

-    the maturity of the security


-    the relative value and market yield of the security


-    the creditworthiness of the particular issuer or of the private company
     involved

-    the structure of the security, including whether it has a put or a call
     feature.


In general, in determining whether to sell a security, WRIMCO uses the same type
of analysis that is used in buying securities in order to determine whether the
security continues to be a desired investment for the Fund,


                                                                              33
<PAGE>

including consideration of the security's current credit quality. As well,
WRIMCO may sell a security to take advantage of more attractive investment
opportunities or to raise cash.

The Fund may invest significantly in IDBs and PABs in general, revenue bonds
payable from similar projects and municipal bonds of issuers located in the same
geographic area.

The Fund typically invests in municipal bonds with remaining maturities of 10 to
30 years.

PRINCIPAL RISKS OF INVESTING IN THE FUND
Because Municipal High Income Fund owns different types of securities, a variety
of factors can affect its investment performance, such as:

-    an increase in interest rates, which may cause the value of the Fund's
     fixed-income securities, especially bonds with longer maturities, to
     decline

-    the credit quality of the issuers whose securities the Fund owns or of the
     private companies involved in IDB or PAB financed projects

-    changes in the maturities of bonds owned by the Fund

-    prepayment of asset-backed securities or other higher-yielding bonds held
     by the Fund ("prepayment risk")

-    the local economic, political or regulatory environment affecting bonds
     owned by the Fund

-    failure of a bond's interest to qualify as tax-exempt

-    legislation affecting the tax status of municipal bond interest

-    adverse bond and stock market conditions, sometimes in response to general
     economic or industry news, that may cause the prices of the Fund's holdings
     to fall as part of a broad market decline

-    WRIMCO's skill in evaluating and managing the interest rate and credit
     risks of the Fund's portfolio.

A significant portion of the Fund's municipal bond interest may subject
investors to the AMT; this would have the effect of reducing the Fund's return
to any such investor.

As with any mutual fund, the value of the Fund's shares will change, and you
could lose money on your investment. An investment in the Fund is not a bank
deposit and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.


34
<PAGE>

WHO MAY WANT TO INVEST


Municipal High Income Fund is designed for investors seeking current income
through a highly diversified portfolio that is primarily free from Federal
income tax and that is higher than is normally available with securities in the
higher-rated categories. The Fund is not suitable for all investors. You should
consider whether the Fund fits your particular investment objectives.



                                                                              35
<PAGE>

--------------------------------------------------------------------------------
PERFORMANCE

MUNICIPAL HIGH INCOME FUND
The bar chart and performance table below provide some indication of the risks
of investing in the Fund by showing changes in the Fund's performance from year
to year and by showing how the Fund's average annual total returns for the
periods shown compare with those of a broad measure of market performance and a
peer group average.

-    The bar chart presents the average annual total returns for Class A and
     shows how performance has varied from year to year over the past ten
     calendar years.

-    The bar chart does not reflect any sales charge that you may be required to
     pay upon purchase of the Fund's Class A shares. If the sales charge was
     included, the returns would be less than those shown.

-    The performance table shows average annual total returns for each class and
     compares them to the market indicators listed.

-    The bar chart and the performance table assume payment of dividends and
     other distributions in shares. As with all mutual funds, the Fund's past
     performance does not necessarily indicate how it will perform in the
     future.

Note that the performance information in the bar chart and performance table is
based on calendar-year periods, while the information shown in the Financial
Highlights section of this Prospectus and in the Fund's shareholder reports is
based on the Fund's fiscal year.

[CHART]

<TABLE>
<CAPTION>
CHART OF YEAR-BY-YEAR RETURNS

AS OF DECEMBER 31 EACH YEAR (%)
<S>              <C>
'90              7.19%
'91             11.67%
'92             10.15%
'93             13.19%
'94             -3.12%
'95             16.74%
'96              6.90%
'97             11.77%
'98              6.82%
'99             -5.20%
</TABLE>


IN THE PERIOD SHOWN IN THE CHART, THE HIGHEST QUARTERLY RETURN WAS 8.48% (THE
FOURTH QUARTER OF 1998) AND THE LOWEST QUARTERLY RETURN WAS -3.93% (THE FIRST
QUARTER OF 1994). THE CLASS A RETURN FOR THE YEAR THROUGH SEPTEMBER 30, 2000 WAS
4.17%.



36
<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
--------------------------------------------------------------------------------
AS OF DECEMBER 31, 1999 (%)     1 YEAR     5 YEARS   10 YEARS   LIFE OF CLASS(1)
--------------------------------------------------------------------------------
<S>                             <C>        <C>       <C>        <C>
CLASS A SHARES OF
MUNICIPAL HIGH INCOME FUND      -9.22%      6.23%     6.96%
--------------------------------------------------------------------------------
Lehman Brothers Municipal
Bond Index                      -2.07%      6.92%     6.89%
--------------------------------------------------------------------------------
Lipper High Yield Municipal
Bond Funds Universe Average     -4.16%      6.06%     6.14%
--------------------------------------------------------------------------------
CLASS B SHARES OF
MUNICIPAL HIGH INCOME FUND                                         -7.84%
--------------------------------------------------------------------------------
Lehman Brothers Municipal
Bond Index                      -2.07%      6.92%     6.89%         0.30%
--------------------------------------------------------------------------------
Lipper High Yield Municipal
Bond Funds Universe Average     -4.16%      6.06%     6.14%        -0.79%
--------------------------------------------------------------------------------
CLASS C SHARES OF
MUNICIPAL HIGH INCOME FUND                                         -4.06%
--------------------------------------------------------------------------------
Lehman Brothers Municipal
Bond Index                      -2.07%      6.92%     6.89%         0.30%
--------------------------------------------------------------------------------
Lipper High Yield Municipal
Bond Funds Universe Average     -4.16%      6.06%     6.14%        -0.79%
--------------------------------------------------------------------------------
CLASS Y SHARES OF
MUNICIPAL HIGH INCOME FUND      -5.00%                             -4.46%
--------------------------------------------------------------------------------
Lehman Brothers Municipal
Bond Index                      -2.07%      6.92%     6.89%        -2.07%
--------------------------------------------------------------------------------
Lipper High Yield Municipal
Bond Funds Universe Average     -4.16%      6.06%     6.14%        -4.16%
-------------------------------------------------------------------------------
</TABLE>

THE INDEX SHOWN IS A BROAD-BASED, SECURITIES MARKET INDEX THAT IS UNMANAGED. THE
LIPPER AVERAGE IS A COMPOSITE OF MUTUAL FUNDS WITH GOALS SIMILAR TO THE GOAL OF
THE FUND.


(1) SINCE OCTOBER 5, 1999 FOR CLASS B SHARES, OCTOBER 8, 1999 FOR CLASS C SHARES
AND DECEMBER 30, 1998 FOR CLASS Y SHARES. BECAUSE EACH CLASS COMMENCED
OPERATIONS ON A DATE OTHER THAN AT THE END OF A MONTH, AND PARTIAL MONTH
CALCULATIONS OF THE PERFORMANCE OF THE ABOVE INDEX (INCLUDING INCOME) ARE NOT
AVAILABLE, INDEX PERFORMANCE IS CALCULATED FROM OCTOBER 31, 1999, OCTOBER 31,
1999 AND DECEMBER 31, 1998, RESPECTIVELY.



                                                                              37
<PAGE>

--------------------------------------------------------------------------------
FEES AND EXPENSES

MUNICIPAL HIGH INCOME FUND

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
SHAREHOLDER FEES
--------------------------------------------------------------------------------
(FEES PAID DIRECTLY FROM           CLASS A      CLASS B    CLASS C     CLASS Y
YOUR INVESTMENT)                   SHARES       SHARES     SHARES      SHARES
--------------------------------------------------------------------------------
<S>                                <C>          <C>        <C>         <C>
MAXIMUM SALES CHARGE
(LOAD) IMPOSED ON
PURCHASES (AS A PERCENTAGE
OF OFFERING PRICE)                   4.25%        None       None        None
--------------------------------------------------------------------------------
MAXIMUM DEFERRED SALES
CHARGE (LOAD)(1) (AS A
PERCENTAGE OF LESSER OF
AMOUNT INVESTED OR
REDEMPTION VALUE)                    None(2)         5%         1%       None
--------------------------------------------------------------------------------

<CAPTION>
--------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES(3)
--------------------------------------------------------------------------------
(EXPENSES THAT ARE DEDUCTED        CLASS A      CLASS B    CLASS C     CLASS Y
FROM FUND ASSETS)                  SHARES       SHARES     SHARES      SHARES
--------------------------------------------------------------------------------
<S>                                <C>          <C>        <C>         <C>
MANAGEMENT FEES                      0.53%        0.53%      0.53%       0.53%
--------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE
(12b-1) FEES                         0.24%        1.00%      0.98%       None
--------------------------------------------------------------------------------
OTHER EXPENSES                       0.19%        0.37%      0.37%       0.43%
--------------------------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES                   0.96%        1.90%      1.88%       0.96%
--------------------------------------------------------------------------------
</TABLE>

(1) THE CDSC, WHICH IS IMPOSED ON THE LESSER OF AMOUNT INVESTED OR REDEMPTION
VALUE OF CLASS B SHARES, DECLINES FROM 5% FOR REDEMPTIONS MADE WITHIN THE FIRST
YEAR OF PURCHASE, TO 4% FOR REDEMPTIONS MADE WITHIN THE SECOND YEAR, TO 3% FOR
REDEMPTIONS MADE WITHIN THE THIRD AND FOURTH YEARS, TO 2% FOR REDEMPTIONS MADE
WITHIN THE FIFTH YEAR, TO 1% FOR REDEMPTIONS MADE WITHIN THE SIXTH YEAR AND TO
0% FOR REDEMPTIONS MADE AFTER THE SIXTH YEAR. FOR CLASS C SHARES, A 1% CDSC
APPLIES TO THE LESSER OF AMOUNT INVESTED OR REDEMPTION VALUE OF CLASS C SHARES
REDEEMED WITHIN TWELVE MONTHS AFTER PURCHASE. SOLELY FOR PURPOSES OF DETERMINING
THE NUMBER OF MONTHS OR YEARS FROM THE TIME OF ANY PAYMENT FOR THE PURCHASE OF
SHARES, ALL PAYMENTS DURING A MONTH ARE TOTALED AND DEEMED TO HAVE BEEN MADE ON
THE FIRST DAY OF THE MONTH.

(2) A 1% CDSC MAY BE IMPOSED ON PURCHASES OF $2 MILLION OR MORE OF CLASS A
SHARES THAT ARE REDEEMED WITHIN TWELVE MONTHS OF PURCHASE.


(3) OTHER EXPENSES AND TOTAL ANNUAL FUND OPERATING EXPENSES HAVE BEEN RESTATED
TO REFLECT THE CHANGE IN ACCOUNTING SERVICES FEES AND SHAREHOLDER SERVICING FEES
EFFECTIVE SEPTEMBER 1, 2000; OTHERWISE EXPENSE RATIOS ARE BASED ON OTHER
FUND-LEVEL EXPENSES FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000. ACTUAL
EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.



38
<PAGE>


--------------------------------------------------------------------------------
EXAMPLE
--------------------------------------------------------------------------------
This example is intended to help you compare the cost of investing in the shares
of the Fund with the cost of investing in other mutual funds. The example
assumes that (a) you invest $10,000 in the particular class for each time period
specified, (b) your investment has a 5% return each year, and (C) the expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
IF SHARES ARE REDEEMED
AT END OF PERIOD:             1 YEAR     3 YEARS      5 YEARS      10 YEARS
--------------------------------------------------------------------------------
<S>                           <C>        <C>          <C>          <C>
Class A Shares                 $519        $718       $   933       $1,553
--------------------------------------------------------------------------------
Class B Shares                 $593        $897       $ 1,126       $1,975(1)
--------------------------------------------------------------------------------
Class C Shares                 $191        $591       $ 1,016       $2,201
--------------------------------------------------------------------------------
Class Y Shares                 $ 98        $306       $   531       $1,178
--------------------------------------------------------------------------------
IF SHARES ARE NOT REDEEMED
AT END OF PERIOD:             1 YEAR     3 YEARS      5 YEARS      10 YEARS
--------------------------------------------------------------------------------
<S>                           <C>        <C>          <C>          <C>
Class A Shares                 $519        $718       $   933       $1,553
--------------------------------------------------------------------------------
Class B Shares                 $193        $597       $ 1,026       $1,975(1)
--------------------------------------------------------------------------------
Class C Shares                 $191        $591       $ 1,016       $2,201
--------------------------------------------------------------------------------
Class Y Shares                 $ 98        $306       $   531       $1,178
--------------------------------------------------------------------------------
</TABLE>

(1) REFLECTS ANNUAL OPERATING EXPENSES OF CLASS A AFTER CONVERSION OF CLASS B
SHARES INTO CLASS A SHARES 8 YEARS AFTER THE MONTH IN WHICH THE SHARES WERE
PURCHASED.


                                                                              39
<PAGE>


--------------------------------------------------------------------------------
AN OVERVIEW OF THE FUND



          GOAL
          WADDELL & REED ADVISORS
          MUNICIPAL MONEY MARKET FUND, INC.



                    SEEKS TO PROVIDE MAXIMUM CURRENT INCOME THAT IS CONSISTENT
                    WITH STABILITY OF PRINCIPAL AND EXEMPT FROM FEDERAL INCOME
                    TAXES.



PRINCIPAL STRATEGIES
Municipal Money Market Fund seeks to achieve its goal by investing in U.S.
dollar-denominated, short-term, high-quality tax-exempt securities. The Fund
will typically invest at least 80% of its total assets in municipal obligations.
High quality indicates that the securities will be rated in one of the highest
two short-term ratings as assigned by any NRSRO, or if unrated, will be of
comparable quality as determined by WRIMCO. The Fund seeks, as well, to maintain
a net asset value ("NAV") of $1.00 per share. The Fund maintains a
dollar-weighted average maturity of 90 days or less, and the Fund invests only
in securities with a remaining maturity of not more than 397 calendar days.
Interest from the Fund's investments may be subject to the alternative minimum
tax.



"Municipal obligations" mean securities the interest on which is not includable
in gross income for Federal income tax purposes. The Fund diversifies its
holdings among two main types of municipal bonds:



-    general obligation bonds, which are backed by the full faith, credit and
     taxing power of the governmental authority, and



-    revenue bonds, which are payable only from specific sources, such as the
     revenue from a particular facility or a special tax. Revenue bonds, IDBs
     and PABs finance privately operated facilities.



The Fund may invest significantly in IDBs and PABs in general, revenue bonds
payable from similar projects and municipal bonds of issuers located in the same
geographic area.



40
<PAGE>


PRINCIPAL RISKS OF INVESTING IN THE FUND



Because Municipal Money Market Fund owns different types of short-term,
tax-exempt securities, a variety of factors can affect its investment
performance, such as:



-    an increase in interest rates, which can cause the value of the Fund's
     holdings, especially securities with longer maturities, to decline



-    the credit quality and other conditions of the issuers whose securities the
     Fund holds or of private companies involved in IDB-financed projects



-    failure of a security's interest to qualify as tax-exempt



-    adverse bond market conditions, sometimes in response to general economic
     or industry news, that may cause the prices of the Fund's holdings to fall
     as part of a broad market decline



-    WRIMCO's skill in evaluating and managing the interest rate and credit
     risks of the Fund.



A significant portion of the Fund's municipal obligation interest may subject
investors to the AMT; this would have the effect of reducing the Fund's return
to any such investor.



An investment in the Fund is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. Although the Fund seeks to
preserve the value of your investment at $1.00 per share, it is possible to lose
money by investing in the Fund.



WHO MAY WANT TO INVEST



Municipal Money Market Fund is designed for investors who are risk-averse and
seek to preserve principal while earning current income, primarily exempt from
federal income tax, and saving for short-term needs. You should consider whether
the Fund fits your particular investment objectives.



                                                                              41
<PAGE>

--------------------------------------------------------------------------------
PERFORMANCE


MUNICIPAL MONEY MARKET FUND


The Fund has not been in operation for a full calendar year; therefore, no
performance information is provided in this section.




--------------------------------------------------------------------------------
FEES AND EXPENSES


MUNICIPAL MONEY MARKET FUND


This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
SHAREHOLDER FEES
--------------------------------------------------------------------------------
(FEES PAID DIRECTLY FROM             CLASS A        CLASS B         CLASS C
YOUR INVESTMENT)                     SHARES         SHARES          SHARES
--------------------------------------------------------------------------------
<S>                                  <C>            <C>             <C>
MAXIMUM SALES CHARGE
(LOAD) IMPOSED ON
PURCHASES (AS A PERCENTAGE
OF OFFERING PRICE)                    None          None              None
--------------------------------------------------------------------------------
MAXIMUM DEFERRED
SALES CHARGE (LOAD)(1)
(AS A PERCENTAGE OF LESSER
OF AMOUNT INVESTED OR
REDEMPTION VALUE)                     None            5%                1%
--------------------------------------------------------------------------------
</TABLE>


(1) THE CDSC, WHICH IS IMPOSED ON THE LESSER OF AMOUNT INVESTED OR REDEMPTION
VALUE OF CLASS B SHARES, DECLINES FROM 5% FOR REDEMPTIONS MADE WITHIN THE FIRST
YEAR OF PURCHASE, TO 4% FOR REDEMPTIONS MADE WITHIN THE SECOND YEAR, TO 3% FOR
REDEMPTIONS MADE WITHIN THE THIRD AND FOURTH YEARS, TO 2% FOR REDEMPTIONS MADE
WITHIN THE FIFTH YEAR, TO 1% FOR REDEMPTIONS MADE WITHIN THE SIXTH YEAR AND TO
0% FOR REDEMPTIONS MADE AFTER THE SIXTH YEAR. FOR CLASS C SHARES, A 1% CDSC
APPLIES TO THE LESSER OF AMOUNT INVESTED OR REDEMPTION VALUE OF CLASS C SHARES
REDEEMED WITHIN TWELVE MONTHS AFTER PURCHASE. SOLELY FOR PURPOSES OF DETERMINING
THE NUMBER OF MONTHS OR YEARS FROM THE TIME OF ANY PAYMENT FOR THE PURCHASE OF
SHARES, ALL PAYMENTS DURING A MONTH ARE TOTALED AND DEEMED TO HAVE BEEN MADE ON
THE FIRST DAY OF THE MONTH.



42
<PAGE>

--------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES(2)


<TABLE>
<CAPTION>
(EXPENSES THAT ARE                     CLASS A       CLASS B       CLASS C
DEDUCTED FROM FUND ASSETS)             SHARES        SHARES        SHARES
--------------------------------------------------------------------------------
<S>                                   <C>           <C>           <C>
MANAGEMENT FEES                        0.40%         0.40%        0.40%
--------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE
(12b-1) FEES                           None          1.00%        1.00%
--------------------------------------------------------------------------------
OTHER EXPENSES                         0.30%         0.42%        0.44%
--------------------------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES                     0.70%         1.82%        1.84%
--------------------------------------------------------------------------------
</TABLE>


(2) THE EXPENSES SHOWN FOR MANAGEMENT FEES REFLECT THE MAXIMUM ANNUAL FEE
PAYABLE; HOWEVER, WRIMCO HAS VOLUNTARILY AGREED TO WAIVE ITS INVESTMENT
MANAGEMENT FEE ON ANY DAY IF THE FUND'S NET ASSETS ARE LESS THAN $25 MILLION,
SUBJECT TO WRIMCO'S RIGHT TO CHANGE OR TERMINATE THIS WAIVER. THE EXPENSE RATIOS
FOR OTHER EXPENSES ARE BASED ON ESTIMATED AMOUNTS FOR THE CURRENT FISCAL YEAR.
ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.



--------------------------------------------------------------------------------
EXAMPLE
--------------------------------------------------------------------------------



This example is intended to help you compare the cost of investing in the
shares of the Fund with the cost of investing in other mutual funds. The
example assumes that (a) you invest $10,000 in the particular class for each
time period specified, (b) your investment has a 5% return each year, and (c)
the expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions, your costs would be:
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
IF SHARES ARE REDEEMED
AT END OF PERIOD:                      1 YEAR          3 YEARS
--------------------------------------------------------------------------------
<S>                                   <C>             <C>
Class A Shares                          $ 72             $224
--------------------------------------------------------------------------------
Class B Shares                          $585             $873
--------------------------------------------------------------------------------
Class C Shares                          $187             $579
--------------------------------------------------------------------------------
<CAPTION>
IF SHARES ARE NOT REDEEMED
AT END OF PERIOD:                      1 YEAR          3 YEARS
--------------------------------------------------------------------------------
<S>                                   <C>             <C>
Class A Shares                          $ 72             $224
--------------------------------------------------------------------------------
Class B Shares                          $185             $573
--------------------------------------------------------------------------------
Class C Shares                          $187             $579
--------------------------------------------------------------------------------
</TABLE>



                                                                              43
<PAGE>

--------------------------------------------------------------------------------
AN OVERVIEW OF THE FUND


          GOAL
          WADDELL & REED ADVISORS
          CASH MANAGEMENT, INC.



                       (FORMERLY UNITED CASH MANAGEMENT, INC.-SM-) SEEKS MAXIMUM
                       CURRENT INCOME CONSISTENT WITH STABILITY OF PRINCIPAL.


PRINCIPAL STRATEGIES

Cash Management seeks to achieve its goal by investing in U.S. dollar-
denominated, high-quality money market obligations and instruments. High quality
indicates that the securities will be rated A-1 or A-2 by S&P or Prime-1 or
Prime-2 by Moody's, or if unrated, will be of comparable quality as determined
by WRIMCO. The Fund seeks, as well, to maintain a net asset value ("NAV") of
$1.00 per share. The Fund maintains a dollar-weighted average maturity of 90
days or less, and the Fund invests only in securities with a remaining maturity
of not more than 397 calendar days.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Because Cash Management owns different types of money market obligations and
instruments, a variety of factors can affect its investment performance, such
as:

-    an increase in interest rates, which can cause the value of the Fund's
     holdings, especially securities with longer maturities, to decline

-    the credit quality and other conditions of the issuers whose securities the
     Fund holds

-    adverse bond market conditions, sometimes in response to general economic
     or industry news, that may cause the prices of the Fund's holdings to fall
     as part of a broad market decline

 -   WRIMCO's skill in evaluating and managing the interest rate and credit
     risks of the Fund.

An investment in the Fund is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. Although the Fund seeks to
preserve the value of your investment at $1.00 per share, it is possible to lose
money by investing in the Fund.


44
<PAGE>


WHO MAY WANT TO INVEST

Cash Management is designed for investors who are risk-averse and seek to
preserve principal while earning current income and saving for short-term needs.
You should consider whether the Fund fits your particular investment objectives.


                                                                              45
<PAGE>

--------------------------------------------------------------------------------
PERFORMANCE

CASH MANAGEMENT

The bar chart and performance table below provide some indication of the risks
of investing in the Fund by showing changes in the Fund's performance from year
to year and by showing the Fund's average annual total returns for the periods
shown.

-    The bar chart presents the average annual total returns for Class A and
     shows how performance has varied from year to year over the past ten
     calendar years.

-    The performance table shows average annual total returns for each class.

-    The bar chart and the performance table assume payment of dividends and
     other distributions in shares. As with all mutual funds, the Fund's past
     performance does not necessarily indicate how it will perform in the
     future.

Note that the performance information in the bar chart and performance table is
based on calendar-year periods, while the information shown in the Financial
Highlights section of this Prospectus and in the Fund's shareholder reports is
based on the Fund's fiscal year.

[CHART]

<TABLE>
<CAPTION>
CHART OF YEAR-BY-YEAR RETURNS

AS OF DECEMBER 31 EACH YEAR (%)
<S>        <C>
'90         7.77%
'91         5.65%
'92         3.16%
'93         2.38%
'94         3.47%
'95         5.30%
'96         4.74%
'97         4.91%
'98         4.97%
'99         4.61%
</TABLE>

--------------------------------------------------------------------------------
IN THE PERIOD SHOWN IN THE CHART, THE HIGHEST QUARTERLY RETURN WAS 1.93% (THE
SECOND QUARTER OF 1990) AND THE LOWEST QUARTERLY RETURN WAS 0.54% (THE FIRST
QUARTER OF 1994). AS OF DECEMBER 31, 1999, THE 7-DAY YIELD WAS EQUAL TO 5.35%.
YIELDS ARE COMPILED BY ANNUALIZING THE AVERAGE DAILY DIVIDEND PER SHARE DURING
THE TIME PERIOD FOR WHICH THE YIELD IS PRESENTED.

--------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1999 (%)    1 YEAR     5 YEARS    10 YEARS  LIFE OF CLASS(1)
--------------------------------------------------------------------------------
<S>                           <C>        <C>         <C>           <C>
CLASS A SHARES OF THE FUND     4.61%      4.91%       4.69%
--------------------------------------------------------------------------------
CLASS B SHARES OF THE FUND                                        -3.79%
--------------------------------------------------------------------------------
CLASS C SHARES OF THE FUND                                         0.20%
--------------------------------------------------------------------------------
</TABLE>

(1) SINCE SEPTEMBER 9, 1999 FOR CLASS B SHARES AND SEPTEMBER 9, 1999 FOR CLASS C
SHARES.


46
<PAGE>

--------------------------------------------------------------------------------
FEES AND EXPENSES

CASH MANAGEMENT

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
SHAREHOLDER FEES
--------------------------------------------------------------------------------
(FEES PAID DIRECTLY FROM            CLASS A         CLASS B         CLASS C
YOUR INVESTMENT)                    SHARES          SHARES          SHARES
--------------------------------------------------------------------------------
<S>                                 <C>             <C>             <C>
MAXIMUM SALES CHARGE
(LOAD) IMPOSED ON
PURCHASES (AS A PERCENTAGE
OF OFFERING PRICE)                   None            None            None
--------------------------------------------------------------------------------
MAXIMUM DEFERRED SALES
CHARGE (LOAD)1 (AS A
PERCENTAGE OF LESSER OF
AMOUNT INVESTED OR
REDEMPTION VALUE)                    None               5%              1%
--------------------------------------------------------------------------------

<CAPTION>
--------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES(2)
--------------------------------------------------------------------------------
(EXPENSES THAT ARE                  CLASS A         CLASS B         CLASS C
DEDUCTED FROM FUND ASSETS)          SHARES          SHARES          SHARES
--------------------------------------------------------------------------------
<S>                                 <C>             <C>             <C>
MANAGEMENT FEES                      0.40%           0.40%           0.40%
--------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE
(12b-1) FEES                         None            1.00%           0.96%
--------------------------------------------------------------------------------
OTHER EXPENSES                       0.36%           0.24%           0.36%
--------------------------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES                   0.76%           1.64%           1.72%
--------------------------------------------------------------------------------
</TABLE>

(1) THE CDSC, WHICH IS IMPOSED ON THE LESSER OF AMOUNT INVESTED OR REDEMPTION
VALUE OF CLASS B SHARES, DECLINES FROM 5% FOR REDEMPTIONS MADE WITHIN THE FIRST
YEAR OF PURCHASE, TO 4% FOR REDEMPTIONS MADE WITHIN THE SECOND YEAR, TO 3% FOR
REDEMPTIONS MADE WITHIN THE THIRD AND FOURTH YEARS, TO 2% FOR REDEMPTIONS MADE
WITHIN THE FIFTH YEAR, TO 1% FOR REDEMPTIONS MADE WITHIN THE SIXTH YEAR AND TO
0% FOR REDEMPTIONS MADE AFTER THE SIXTH YEAR. FOR CLASS C SHARES, A 1% CDSC
APPLIES TO THE LESSER OF AMOUNT INVESTED OR REDEMPTION VALUE OF CLASS C SHARES
REDEEMED WITHIN TWELVE MONTHS AFTER PURCHASE. SOLELY FOR PURPOSES OF DETERMINING
THE NUMBER OF MONTHS OR YEARS FROM THE TIME OF ANY PAYMENT FOR THE PURCHASE OF
SHARES, ALL PAYMENTS DURING A MONTH ARE TOTALED AND DEEMED TO HAVE BEEN MADE ON
THE FIRST DAY OF THE MONTH.

(2) OTHER EXPENSES AND TOTAL ANNUAL FUND OPERATING EXPENSES HAVE BEEN
RESTATED TO REFLECT THE CHANGE IN ACCOUNTING SERVICES FEES EFFECTIVE
SEPTEMBER 1, 2000; OTHERWISE EXPENSE RATIOS ARE BASED ON OTHER FUND-LEVEL
EXPENSES FOR THE FISCAL PERIOD ENDED SEPTEMBER 30, 2000. ACTUAL EXPENSES MAY
BE GREATER OR LESS THAN THOSE SHOWN.

                                                                              47
<PAGE>

--------------------------------------------------------------------------------
EXAMPLE
--------------------------------------------------------------------------------


This example is intended to help you compare the cost of investing in the shares
of the Fund with the cost of investing in other mutual funds. The example
assumes that (a) you invest $10,000 in the particular class for each time period
specified, (b) your investment has a 5% return each year, and (c) the expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
IF SHARES ARE REDEEMED
AT END OF PERIOD:             1 YEAR        3 YEARS      5 YEARS     10 YEARS
--------------------------------------------------------------------------------
<S>                           <C>           <C>          <C>          <C>
Class A Shares                 $  78          $243         $422       $  942
--------------------------------------------------------------------------------
Class B Shares                 $ 567          $817         $992       $1,707(1)
--------------------------------------------------------------------------------
Class C Shares                 $ 175          $542         $933       $2,030
--------------------------------------------------------------------------------

<CAPTION>

IF SHARES ARE NOT REDEEMED
AT END OF PERIOD:             1 YEAR        3 YEARS      5 YEARS     10 YEARS
--------------------------------------------------------------------------------
<S>                           <C>            <C>          <C>         <C>
Class A Shares                 $  78          $243         $422       $  942
--------------------------------------------------------------------------------
Class B Shares                 $ 167          $517         $892       $1,707(1)
--------------------------------------------------------------------------------
Class C Shares                 $ 175          $542         $933       $2,030
--------------------------------------------------------------------------------
</TABLE>

(1) REFLECTS ANNUAL OPERATING EXPENSES OF CLASS A AFTER CONVERSION OF CLASS B
SHARES INTO CLASS A SHARES 8 YEARS AFTER THE MONTH IN WHICH THE SHARES WERE
PURCHASED.


48
<PAGE>

--------------------------------------------------------------------------------
THE INVESTMENT PRINCIPLES OF THE FUNDS

INVESTMENT GOALS, PRINCIPAL STRATEGIES AND OTHER INVESTMENTS

WADDELL & REED ADVISORS BOND FUND


The goal of the Fund is a reasonable return with emphasis on preservation of
capital. The Fund seeks to achieve this goal by investing primarily in a
diversified portfolio of debt securities of high quality, and to a lesser
extent, in non-investment grade securities, convertible securities and debt
securities with warrants attached. The Fund may use various techniques (e.g.,
investing in put bonds) to manage the duration of its holdings. As a result, as
interest rates rise, the duration, or price sensitivity to rising interest
rates, of the Fund's holdings will typically decline. There is no guarantee that
the Fund will achieve its goal.


The Fund limits its acquisition of securities so that at least 90% of its total
assets will consist of debt securities. These debt securities primarily include
corporate bonds, mostly of investment grade, and securities issued or guaranteed
by the U.S. Government or its agencies or instrumentalities.

The Fund may invest in junk bonds, which are more susceptible to the risk of
non-payment or default, and their prices may be more volatile than higher-rated
bonds.

As well, the Fund may invest in foreign securities, which present additional
risks such as currency fluctuations and political or economic conditions
affecting the foreign country.


When WRIMCO believes that a defensive position is desirable, due to present or
anticipated market or economic conditions, WRIMCO may take a number of actions.
It may sell longer-term bonds and buy shorter-term bonds or money market
instruments.


By taking a temporary defensive position, the Fund may not achieve its
investment objective.


                                                                              49
<PAGE>


--------------------------------------------------------------------------------
WADDELL & REED ADVISORS GLOBAL BOND FUND



The primary goal of the Global Bond Fund is to earn a high level of current
income. As a secondary goal, the Fund seeks capital growth when consistent with
the primary goal. The Fund seeks to achieve these goals by investing primarily
in a diversified portfolio of U.S. dollar-denominated debt securities of U.S. or
foreign issuers. There is no guarantee that the Fund will achieve its goals.



The Fund primarily owns debt securities; however, the Fund may also own, to a
lesser extent, preferred stock, common stock and convertible securities. The
debt securities may be of any maturity but will primarily be of intermediate
term (generally, maturity ranging between one and ten years) and of investment
grade. The Fund may, however, invest up to 35% of its total assets in debt
securities, typically foreign issues, in the lower rating categories of the
established rating organizations, or unrated securities determined by WRIMCO to
be of comparable quality. Lower quality debt securities, which include junk
bonds, are considered to be speculative and involve greater risk of default or
price changes due to changes in the issuer's creditworthiness.



During normal market conditions, the Fund invests at least 65% of its total
assets in issuers of at least three countries, which may include the U.S. The
Fund generally limits its holdings so that no more than 30% of its total assets
are invested in issuers within a single country outside the U.S. Typically, the
Fund invests no more than 10% of its assets in securities denominated in foreign
currencies.



During normal market conditions, the Fund invests at least 65% of its total
assets in debt securities. The Fund limits its acquisition of common stock so
that no more than 20% of its total assets will consist of common stock, and no
more than 10% of the Fund's total assets will consist of non-dividend-paying
common stock.



When WRIMCO believes that a full or partial temporary defensive position is
desirable, due to present or anticipated market or economic conditions, WRIMCO
may take any one or more of the following steps with respect to the assets in
the Fund's portfolio:



-    shorten the average maturity of the Fund's debt holdings


-    hold cash or cash equivalents (short-term investments, such as commercial
     paper and certificates of deposit) in varying amounts designed for
     defensive purposes


50
<PAGE>

By taking a temporary defensive position in any one or more of these manners,
the Fund may not achieve its investment objectives.

WADDELL & REED ADVISORS GOVERNMENT SECURITIES FUND

The goal of the Fund is high current income consistent with safety of principal.
The Fund seeks to achieve its goal by investing exclusively in a diversified
portfolio of U.S. Government securities. U.S. Government securities are
high-quality instruments issued or guaranteed as to principal or interest by the
U.S. Treasury or by an agency or instrumentality of the U.S. Government. There
is no guarantee that the Fund will achieve its goal.

Not all U.S. Government securities are backed by the full faith and credit of
the United States. Some are backed by the right of the issuer to borrow from the
U.S. Treasury; others are backed by the discretionary authority of the U.S.
Government to purchase the agency's obligations, while others are supported only
by the credit of the instrumentality. In the case of securities not backed by
the full faith and credit of the United States, the investor must look
principally to the agency issuing or guaranteeing the obligation for ultimate
repayment. The Fund may invest a significant portion of its assets in
mortgage-backed securities guaranteed by the U.S. Government or one of its
agencies or instrumentalities. The Fund invests in securities of agencies or
instrumentalities only when WRIMCO is satisfied that the credit risk is
acceptable.

Generally, in determining whether to sell a security, WRIMCO uses the same type
of analysis that is used in buying securities of that type. For example, WRIMCO
may sell a security if it believes the security no longer provides significant
income potential or if the safety of the principal is weakened. As well, WRIMCO
may sell a security to take advantage of more attractive investment
opportunities or to raise cash.

When WRIMCO believes that a temporary defensive position is desirable, the Fund
may increase its investments in U.S. Treasury securities and/or increase its
cash position. By taking a temporary defensive position, the Fund may not
achieve its investment objective.

WADDELL & REED ADVISORS HIGH INCOME FUND

The primary goal of the Fund is to earn a high level of current income. As a
secondary goal, the Fund seeks capital growth when consistent with the primary
goal. The Fund seeks to achieve these goals by investing primarily in a
diversified portfolio of high-yield, high-risk, fixed income securities, the


                                                                              51
<PAGE>

risks of which are, in the judgment of WRIMCO, consistent with the Fund's goals.
There is no guarantee that the Fund will achieve its goals.


The Fund primarily owns debt securities; however, the Fund may also own, to a
lesser degree, preferred stock, common stock and convertible securities. In
general, the high income that the Fund seeks is paid by debt securities in the
lower rating categories of the established rating services or unrated securities
that are determined by WRIMCO to be of comparable quality; these are securities
rated BB or lower by S&P, or Ba or lower by Moody's. Lower-quality debt
securities, which include junk bonds, are considered to be speculative and
involve greater risk of default or price changes due to changes in the issuer's
creditworthiness. The market prices of these securities may fluctuate more than
higher-quality securities and may decline significantly in periods of general
economic difficulty.


The Fund will normally invest at least 80% of its total assets to seek a high
level of current income. The Fund limits its acquisition of common stock so that
no more than 20% of the Fund's total assets will consist of common stock and no
more than 10% of the Fund's total assets will consist of non-dividend-paying
common stock.



The Fund may invest an unlimited amount of its assets in foreign securities. At
this time, however, the Fund intends to invest in foreign securities to a
limited extent.



When WRIMCO believes that a full or partial temporary defensive position is
desirable, due to present or anticipated market or economic conditions, WRIMCO
may take any one or more of the following steps with respect to the assets in
the Fund's portfolio:



-    shorten the average maturity of the Fund's debt holdings



-    hold cash or cash equivalents (short-term investments, such as commercial
     paper and certificates of deposit) in varying amounts designed for
     defensive purposes



-    emphasize high-grade debt securities.



By taking a temporary defensive position in any one or more of these manners,
the Fund may not achieve its investment objectives.



52
<PAGE>

WADDELL & REED ADVISORS MUNICIPAL BOND FUND

The goal of the Fund is to provide income that is not subject to Federal income
tax. The Fund seeks to achieve this goal by investing principally in a
diversified portfolio of municipal bonds. There is no guarantee that the Fund
will achieve its goal.

As used in this Prospectus, "municipal bonds" mean obligations the interest on
which is not includable in gross income for Federal income tax purposes. The
Fund and WRIMCO rely on the opinion of bond counsel for the issuer in
determining whether obligations are municipal bonds. The Fund anticipates that
not more than 40% of the dividends it will pay to shareholders will be treated
as a tax preference item for AMT purposes.


Municipal bonds are issued by a wide range of state and local governments,
agencies and authorities for various purposes. The two main types of municipal
bonds are general obligation bonds and revenue bonds. For general obligation
bonds, the issuer has pledged its full faith, credit and taxing power for the
payment of principal and interest. Revenue bonds are payable only from specific
sources; these may include revenues from a particular project or class of
projects or a special tax or other revenue source. IDBs and PABs are revenue
bonds issued by or on behalf of public authorities to obtain funds to finance
privately operated facilities. The Fund may invest more than 25% of its total
assets in IDBs. Other municipal obligations include lease obligations of
municipal authorities or entities and participations in these obligations.


At least 80% of the Fund's net assets will be invested, during normal market
conditions, in municipal bonds of investment grade.

The Fund may invest up to 10% of its total assets in taxable debt securities
other than municipal bonds. These must be either:

-    U.S. Government securities

-    obligations of domestic banks and certain savings and loan associations

-    commercial paper rated at least A by S&P or Moody's

-    any of the foregoing obligations subject to repurchase agreements.


Subject to its policies regarding the amount of Fund assets invested in
municipal bonds and taxable debt securities, the Fund may invest in other types
of securities and use certain other instruments in seeking to achieve the Fund's
goal.



                                                                              53
<PAGE>

When WRIMCO believes that a temporary defensive position is desirable, it may
take certain steps with respect to up to all of the Fund's assets, including any
one or more of the following:

-    shorten the average maturity of the Fund's portfolio

-    hold taxable obligations, subject to the limitations stated above

-    emphasize debt securities of a higher quality than those the Fund would
     ordinarily hold


-    hedge exposure to interest rate risk by investing in futures contracts,
     options on futures contracts and other similar derivative instruments.


By taking a temporary defensive position, the Fund may not achieve its
investment objective.


Income from taxable obligations, repurchase agreements and derivative
instruments will be subject to Federal income tax. At this time, the Fund has
limited exposure to futures contracts and similar derivative instruments. The
Fund does, and may in the future, hold a significant portion of its assets in
municipal bonds for which the applicable interest rate formula varies inversely
with prevailing interest rates or otherwise may expose the bond to greater
sensitivity to interest rate changes.


WADDELL & REED ADVISORS MUNICIPAL HIGH INCOME FUND

The goal of the Fund is to provide a high level of income that is not subject to
Federal income tax. The Fund seeks to achieve this goal by investing in medium
and lower-quality municipal bonds that provide higher yields than bonds of
higher quality. The Fund anticipates that not more than 40% of the dividends it
will pay to shareholders will be treated as a tax preference item for AMT
purposes. There is no guarantee that the Fund will achieve its goal.


Municipal bonds are issued by a wide range of state and local governments,
agencies and authorities for various purposes. The two main types of municipal
bonds are general obligation bonds and revenue bonds. For general obligation
bonds, the issuer has pledged its full faith, credit and taxing power for the
payment of principal and interest. Revenue bonds are payable only from specific
sources; these may include revenues from a particular project or class of
projects or a special tax or other revenue sources. IDBs and PABs are revenue
bonds issued by or on behalf of public authorities to obtain funds to finance
privately operated facilities. Other municipal obligations include lease
obligations of municipal authorities or entities and participations in these
obligations.



54
<PAGE>

Under normal market conditions, the Fund will:

-    invest substantially in bonds with remaining maturities of 10 to 30 years

-    invest at least 80% of its total assets in municipal bonds

-    invest at least 75% of its total assets in medium and lower-quality
     municipal bonds, which are bonds rated BBB through D by S&P, or Baa
     through D by Moody's, or, if unrated, are determined by WRIMCO to be of
     comparable quality.

The Fund may invest in higher-quality municipal bonds, and invest less than 75%
of its total assets in medium and lower-quality municipal bonds, at times when
yield spreads are narrow and the higher yields do not justify the increased
risk; and/or when, in the opinion of WRIMCO, there is a lack of medium and
lower-quality securities in which to invest.

The Fund may invest 25% or more of its total assets in IDBs and PABs, in
securities the payment of principal and interest on which is derived from
revenue of similar projects, or in municipal bonds of issuers located in the
same geographic area. The Fund will not, however, have more than 25% of its
total assets in IDBs and PABs issued for any one industry or in any one state.

During normal market conditions, the Fund may invest up to 20% of its total
assets in a combination of taxable obligations and in options, futures contracts
and other taxable derivative instruments. The taxable obligations must be
either:

-    U.S. Government securities

-    obligations of domestic banks and certain savings and loan associations

-    commercial paper rated at least A by S&P or Moody's

-    any of the foregoing obligations subject to repurchase agreements.

The Fund may invest in certain derivative instruments if it is permitted to
invest in the type of asset by which the return on, or value of, the derivative
is measured. Income from taxable obligations and certain derivative instruments
will be subject to Federal income tax. At this time, the Fund has limited
exposure to derivative instruments.

At times WRIMCO may believe that a full or partial defensive position is
desirable, temporarily, due to present or anticipated market or economic
conditions that are affecting or could affect the values of municipal bonds.
During such periods, the Fund may invest up to all of its assets in taxable
obligations, which would result in a higher proportion of the Fund's income


                                                                              55
<PAGE>

(and thus its dividends) being subject to Federal income tax. By taking a
temporary defensive position, the Fund may not achieve its investment objective.



WADDELL & REED ADVISORS MUNICIPAL MONEY MARKET FUND


The goal of the Fund is maximum current income consistent with stability of
principal and exempt from federal income taxes. The Fund seeks to achieve its
goal by investing in a diversified portfolio of high-quality, short-term
tax-exempt securities in accordance with the requirements of Rule 2a-7 under the
Investment Company Act of 1940, as amended (the "1940 Act"). There is no
guarantee that the Fund will achieve its goal.


The Fund typically invests at least 80% of its total assets in municipal
obligations.


As used in this Prospectus, "municipal obligations" mean securities the interest
on which is not includable in gross income for Federal income tax purposes. The
Fund and WRIMCO rely on the opinion of bond counsel for the issuer in
determining whether obligations are municipal bonds. The Fund may invest an
unlimited amount of its assets in securities whose interest may be treated as a
tax preference item for AMT purposes.


Municipal obligations are issued by a wide range of state and local governments,
agencies and authorities for various purposes. The two main types of municipal
obligations are general obligation bonds and revenue bonds. For general
obligation bonds, the issuer has pledged its full faith, credit and taxing power
for the payment of principal and interest. Revenue bonds are payable only from
specific sources; these may include revenues from a particular facility or class
of facilities or a special tax or other revenue source. IDBs and PABs are
revenue bonds issued by or on behalf of public authorities to obtain funds to
finance privately operated facilities. The Fund may invest more than 25% of its
total assets in IDBs; however, the Fund may not invest more than 25% of its
total assets in IDBs of similar type projects.


Other municipal obligations include lease obligations of municipal authorities
or entities and participations in these obligations.



56
<PAGE>


The Fund may invest up to 20% of its total assets in taxable debt securities
other than municipal obligations. These must be either:


-    U.S. Government securities


-    obligations of domestic banks and certain savings and loan associations


-    commercial paper rated at least A or its equivalent by any NRSRO


-    any of the foregoing obligations subject to repurchase agreements.


WRIMCO may look at a number of factors in selecting securities for the Fund's
portfolio. These include:


-    the credit quality of the particular issuer/guarantor of the security or of
     the private company involved


-    the maturity of the security


-    the relative value of the security.


Generally, in determining whether to sell a security, WRIMCO uses the same
analysis that it uses in buying securities to determine if the security no
longer offers adequate return or does not comply with Rule 2a-7. WRIMCO may also
sell a security to take advantage of more attractive investment opportunities or
to raise cash.


At times WRIMCO may believe that a full or partial defensive position is
desirable, temporarily, due to present or anticipated market or economic
conditions that are affecting or could affect the values of municipal
obligations. During such periods, the Fund may invest up to all of its assets in
short-term taxable obligations which would result in a higher proportion of the
Fund's income (and thus its dividends) being subject to Federal income tax. By
taking a temporary defensive position, the Fund may not achieve its investment
objective.


You will find more information in the Statement of Additional Information
("SAI") about the Fund's valuation procedures.


WADDELL & REED ADVISORS CASH MANAGEMENT

The goal of the Fund is maximum current income consistent with stability of
principal. The Fund seeks to achieve its goal by investing in a diversified
portfolio of high-quality money market instruments in accordance with the
requirements of Rule 2a-7 under the 1940 Act. There is no guarantee that the
Fund will achieve its goal.


                                                                              57
<PAGE>

The Fund invests only in the following U.S. dollar-denominated money market
obligations and instruments:

-    U.S. government obligations (including obligations of U.S. government
     agencies and instrumentalities)

-    bank obligations and instruments secured by bank obligations, such as
     letters of credit

-    commercial paper

-    corporate debt obligations, including variable amount master demand notes

-    Canadian government obligations

-    certain other obligations (including municipal obligations) guaranteed as
     to principal and interest by a bank in whose obligations the Fund may
     invest or a corporation in whose commercial paper the Fund may invest.

The Fund only invests in bank obligations if they are obligations of a bank
subject to regulation by the U.S. Government (including foreign branches of
these banks) or obligations of a foreign bank having total assets of at least
$500 million, and instruments secured by any such obligation.

WRIMCO may look at a number of factors in selecting securities for the Fund's
portfolio. These include:

-    the credit quality of the particular issuer or guarantor of the security

-    the maturity of the security

-    the relative value of the security.

Generally, in determining whether to sell a security, WRIMCO uses the same
analysis that it uses in buying securities to determine if the security no
longer offers adequate return or does not comply with Rule 2a-7. WRIMCO may also
sell a security to take advantage of more attractive investment opportunities or
to raise cash.

You will find more information in the SAI about the Fund's valuation procedures.


58
<PAGE>

ALL FUNDS


Each Fund may also invest in and use other types of instruments in seeking to
achieve its goal(s). For example, each Fund (other than Cash Management or
Municipal Money Market Fund) is permitted to invest in options, futures
contracts, asset-backed securities and other derivative instruments if it is
permitted to invest in the type of asset by which the return on, or value of,
the derivative is measured.


You will find more information about each Fund's permitted investments and
strategies, as well as the restrictions that apply to them, in its SAI.


                                                                              59
<PAGE>

RISK CONSIDERATIONS OF PRINCIPAL STRATEGIES AND OTHER INVESTMENTS

Risks exist in any investment. Each Fund is subject to market risk, financial
risk and prepayment risk.


-    Market risk is the possibility of a change in the price of the security
     because of market factors including changes in interest rates. Bonds with
     longer maturities are more interest-rate sensitive. For example, if
     interest rates increase, the value of a bond with a longer maturity is more
     likely to decrease. Because of market risk, the share price of the Fund
     (other than Cash Management or Municipal Money Market Fund) will likely
     change as well.


-    Financial risk is based on the financial situation of the issuer of the
     security. For debt securities, the Fund's financial risk depends on the
     credit quality of the underlying securities in which it invests. For an
     equity investment, a Fund's financial risk may depend, for example, on the
     earnings performance of the company issuing the stock.


-    Prepayment risk is the possibility that, during periods of falling interest
     rates, a debt security with a high stated interest rate will be prepaid
     before its expected maturity date.

Certain types of each Fund's authorized investments and strategies, such as
derivative instruments, involve special risks. Lower-quality debt securities are
considered to be speculative and involve greater risk of default or price
changes due to changes in the issuer's creditworthiness. The market prices of
these securities may fluctuate more than higher-quality securities and may
decline significantly in periods of general economic difficulty. Foreign
securities and foreign currencies may involve risks relating to currency
fluctuations, political or economic conditions in the foreign country, and the
potentially less stringent investor protection and disclosure standards of
foreign markets. These factors could make foreign investments, especially those
in developing countries, more volatile.


For IDBs and PABs, their credit quality is generally dependent on the credit
standing of the company involved. To the extent that Municipal Bond Fund,
Municipal High Income Fund or Municipal Money Market Fund invests in municipal
bonds the payment of principal and interest on which is derived from revenue of
similar projects, or in municipal bonds of issuers located in the same
geographic area, each Fund may be more susceptible to the risks associated with
economic, political or regulatory occurrences that might



60
<PAGE>


adversely affect particular projects or areas. Currently, Municipal High Income
Fund invests a significant portion of its assets in IDBs and PABs associated
with healthcare-oriented projects. The risks particular to these types of
projects are construction risk and occupancy risk. You will find more
information in the SAI about the types of projects in which that Fund may invest
from time to time and a discussion of the risks associated with such projects.


Because each Fund owns different types of investments, its performance will be
affected by a variety of factors. The value of a Fund's investments and the
income it generates will vary from day to day, generally reflecting changes in
interest rates, market conditions and other company and economic news.
Performance will also depend on WRIMCO's skill in selecting investments.


                                                                              61
<PAGE>

--------------------------------------------------------------------------------
YOUR ACCOUNT

CHOOSING A SHARE CLASS


Each Fund offers four classes of shares: Class A, Class B, Class C and Class Y
(except Cash Management and Municipal Money Market Fund do not offer Class Y).
Each class has its own sales charge, if any, and expense structure. The decision
as to which class of shares is best suited to your needs depends on a number of
factors that you should discuss with your financial advisor. Some factors to
consider are how much you plan to invest and how long you plan to hold your
investment. If you are investing a substantial amount and plan to hold your
shares for a long time, Class A shares may be the most appropriate for you.
Class B and Class C shares are not available for investments of $2 million or
more. If you are investing a lesser amount, you may want to consider Class B
shares (if investing for at least seven years) or Class C shares (if investing
for less than seven years). Class Y shares are designed for institutional
investors and others investing through certain intermediaries.


Since your objectives may change over time, you may want to consider another
class when you buy additional Fund shares. All of your future investments in a
Fund will be made in the class you select when you open your account, unless you
inform the Fund otherwise, in writing, when you make a future investment.


62
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
GENERAL COMPARISON OF CLASS A, CLASS B AND CLASS C SHARES
-----------------------------------------------------------------------------------------
CLASS A                         CLASS B                           CLASS C
-----------------------------------------------------------------------------------------
<S>                            <C>                               <C>
- Initial sales charge        - No initial sales charge         - No initial sales charge
-----------------------------------------------------------------------------------------
- No deferred sales           - Deferred sales charge on        - A 1% deferred sales
  charge(1)                     shares you sell within six        charge on shares you
                                years after purchase              sell within twelve
                                                                  months after purchase
-----------------------------------------------------------------------------------------
- Maximum distribution        - Maximum distribution and        - Maximum distribution
  and service (12b-1) fees      service (12b-1) fees of 1.00%     and service (12b-1)
  of 0.25%                                                        fees of 1.00%
-----------------------------------------------------------------------------------------
- For an investment of        - Converts to Class A shares      - Does not convert to
  $2 million or more,           8 years after the month in        Class A shares, so
  only Class A shares           which the shares were             annual expenses do
  are available                 purchased, thus reducing          not decrease
                                future annual expenses
-----------------------------------------------------------------------------------------
                              - For an investment of
                                $300,000 or more, your
                                financial advisor typically
                                will recommend purchase of
                                Class A shares due to a reduced
                                sales charge and lower annual
                                expenses
----------------------------------------------------------------------------------------
</TABLE>

(1) A 1% CDSC MAY APPLY TO PURCHASES OF $2 MILLION OR MORE OF CLASS A SHARES
THAT ARE REDEEMED WITHIN TWELVE MONTHS OF PURCHASE.


                                                                              63
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
GENERAL COMPARISON OF CLASS A, CLASS B AND CLASS C SHARES

CASH MANAGEMENT AND MUNICIPAL MONEY MARKET FUND
-----------------------------------------------------------------------------------------
CLASS A                        CLASS B                          CLASS C
----------------------------------------------------------------------------------------
<S>                           <C>                               <C>
- No initial sales charge    - No initial sales charge        - No initial sales charge
-----------------------------------------------------------------------------------------
- Funds Plus Service         - Funds Plus Service             - Funds Plus Service
  optional                     required for                     required for
                               direct investment                direct investment
-----------------------------------------------------------------------------------------
- No distribution and        - Deferred sales charge          - A 1% deferred sales
  service (12b-1) fees         on shares you sell               charge on shares
                               within six years                 you sell within
                                                                twelve months
-----------------------------------------------------------------------------------------
- For an investment of       - Maximum distribution           - Maximum distribution
  $2,000,000 or more           and service (12b-1) fees         and service (12b-1)
  only Class A shares          of 1.00%                         fees of 1.00%
  are available
-----------------------------------------------------------------------------------------
                             - Converts to Class A shares     - Does not convert to
                               8 years after the month          Class A shares, so
                               in which the shares were         annual expenses
                               purchased, thus reducing         do not decrease
                               future annual expenses
-----------------------------------------------------------------------------------------
</TABLE>

Effective June 30, 2000, Cash Management Waddell & Reed Money Market C shares
were closed to all investments other than re-invested dividends.


EACH FUND HAS ADOPTED A DISTRIBUTION AND SERVICE PLAN ("Plan") pursuant to Rule
12b-1 under the 1940 Act for each of its Class A, Class B and Class C shares
other than Cash Management Class A and Municipal Money Market Fund Class A.
Under the Class A Plan, a Fund may pay Waddell & Reed, Inc. a fee of up to
0.25%, on an annual basis, of the average daily net assets of the Class A
shares. This fee is to reimburse Waddell & Reed, Inc. for the amounts it spends
for distributing the Fund's Class A shares, providing service to Class A
shareholders and/or maintaining Class A shareholder accounts. Under the Class B
Plan and the Class C Plan, each Fund may pay Waddell & Reed, Inc., on an annual
basis, a service fee of up to 0.25% of the average daily net assets of the class
to compensate Waddell & Reed, Inc. for providing service to shareholders of that
class and/or maintaining shareholder accounts for that class and a distribution
fee of up to 0.75% of the average daily net assets of the class to compensate
Waddell & Reed, Inc. for distributing shares of that class. Because the fees of
a class are paid out of the assets of that class on an ongoing basis, over time
these fees will increase the cost of your investment and may cost you more than
paying other types of sales charges.



64
<PAGE>


CLASS A SHARES are subject to an initial sales charge when you buy them (other
than Cash Management and Municipal Money Market Fund), based on the amount of
your investment, according to the tables below. Class A shares pay an annual
12b-1 fee of up to 0.25% of average Class A net assets. The ongoing expenses of
this class are lower than those for Class B or Class C shares and typically
higher than those for Class Y shares.


BOND FUND
GLOBAL BOND FUND
HIGH INCOME FUND


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
SIZE OF PURCHASE
--------------------------------------------------------------------------------

                                                    SALES CHARGE   REALLOWANCE
                                                     AS APPROX.    TO DEALERS
                                   SALES CHARGE      PERCENT OF    AS PERCENT
                                   AS PERCENT OF      AMOUNT      OF OFFERING
                                   OFFERING PRICE    INVESTED        PRICE
--------------------------------------------------------------------------------
<S>                                  <C>              <C>           <C>
Under $100,000                          5.75%          6.10%        5.00%
--------------------------------------------------------------------------------
$100,000 to less than $200,000          4.75           4.99         4.00
--------------------------------------------------------------------------------
$200,000 to less than $300,000          3.50           3.63         2.80
--------------------------------------------------------------------------------
$300,000 to less than $500,000          2.50           2.56         2.00
--------------------------------------------------------------------------------
$500,000 to less than $1,000,000        1.50           1.52         1.20
--------------------------------------------------------------------------------
$1,000,000 to less than $2,000,000      1.00           1.01         0.75
--------------------------------------------------------------------------------
$2,000,000 and over                     0.00(1)        0.00(1)      0.50
--------------------------------------------------------------------------------
</TABLE>

(1) NO SALES CHARGE IS PAYABLE AT THE TIME OF PURCHASE ON INVESTMENTS OF $2
MILLION OR MORE, ALTHOUGH FOR SUCH INVESTMENTS THE FUND MAY IMPOSE A CDSC OF
1.00% ON CERTAIN REDEMPTIONS MADE WITHIN TWELVE MONTHS OF THE PURCHASE. THE CDSC
IS ASSESSED ON AN AMOUNT EQUAL TO THE LESSER OF THE THEN CURRENT MARKET VALUE OR
THE COST OF THE SHARES BEING REDEEMED. ACCORDINGLY, NO SALES CHARGE IS IMPOSED
ON INCREASES IN NET ASSET VALUE ABOVE THE INITIAL PURCHASE PRICE.


                                                                              65
<PAGE>

GOVERNMENT SECURITIES FUND
MUNICIPAL BOND FUND
MUNICIPAL HIGH INCOME FUND

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
SIZE OF PURCHASE
--------------------------------------------------------------------------------

                                                    SALES CHARGE  REALLOWANCE
                                                     AS APPROX.   TO DEALERS
                                   SALES CHARGE     PERCENT OF    AS PERCENT
                                   AS PERCENT OF      AMOUNT      OF OFFERING
                                   OFFERING PRICE    INVESTED        PRICE
--------------------------------------------------------------------------------
<S>                                  <C>             <C>            <C>
Under $100,000                         4.25%          4.44%          3.60%
--------------------------------------------------------------------------------
$100,000 to less than $300,000         3.25           3.36           2.75
--------------------------------------------------------------------------------
$300,000 to less than $500,000         2.50           2.56           2.00
--------------------------------------------------------------------------------
$500,000 to less than $1,000,000       1.50           1.52           1.20
--------------------------------------------------------------------------------
$1,000,000 to less than $2,000,000     1.00           1.01           0.75
--------------------------------------------------------------------------------
$2,000,000 and over                    0.00(1)        0.00(1)        0.50
--------------------------------------------------------------------------------
</TABLE>

(1) NO SALES CHARGE IS PAYABLE AT THE TIME OF PURCHASE ON INVESTMENTS OF $2
MILLION OR MORE, ALTHOUGH FOR SUCH INVESTMENTS THE FUND MAY IMPOSE A CDSC OF
1.00% ON CERTAIN REDEMPTIONS MADE WITHIN TWELVE MONTHS OF THE PURCHASE. THE CDSC
IS ASSESSED ON AN AMOUNT EQUAL TO THE LESSER OF THE THEN CURRENT MARKET VALUE OR
THE COST OF THE SHARES BEING REDEEMED. ACCORDINGLY, NO SALES CHARGE IS IMPOSED
ON INCREASES IN NET ASSET VALUE ABOVE THE INITIAL PURCHASE PRICE.

Waddell & Reed, Inc. and its affiliates may pay additional compensation from its
own resources to securities dealers based upon the value of shares of a Fund
owned by the dealer for its own account or for its customers. Waddell & Reed,
Inc. may also provide compensation from its own resources to securities dealers
with respect to shares of the Funds purchased by customers of such dealers
without payment of a sales charge.

SALES CHARGE REDUCTIONS AND WAIVERS

LOWER SALES CHARGES ARE AVAILABLE BY:


-    Combining additional purchases of Class A shares of any of the funds in the
     Waddell & Reed Advisors Funds and/or the W&R Funds, Inc. except shares of
     Waddell & Reed Advisors Cash Management, Waddell & Reed Advisors Municipal
     Money Market Fund or Class A shares of W&R Funds, Inc. Money Market Fund
     unless acquired by exchange for Class A shares on which a sales charge was
     paid (or as a dividend or distribution on such acquired shares), with the
     net asset value ("NAV") of Class A shares already held ("Rights of
     Accumulation");


-    Grouping all purchases of Class A shares, except shares of Cash Management,
     Municipal Money Market Fund or W&R Money Market Fund, made during a
     thirteen-month period ("Letter of Intent"); and


-    Grouping purchases by certain related persons.


66
<PAGE>

Additional information and applicable forms are available from your financial
advisor.

WAIVERS FOR CERTAIN INVESTORS

CLASS A SHARES MAY BE PURCHASED AT NAV BY:

-    The Directors and officers of the Fund or of any affiliated entity of
     Waddell & Reed, Inc., employees of Waddell & Reed, Inc., employees of its
     affiliates, financial advisors of Waddell & Reed, Inc. and the spouse,
     children, parents, children's spouses and spouse's parents of each

-    Certain retirement plans and certain trusts for these persons


-    A 401(k) plan or a 457 plan having 100 or more eligible employees, and the
     shares are held in individual plan participant accounts on the Fund's
     records


-    Until March 31, 2001, clients of Legend Equities Corporation ("Legend") if
     the purchase is made with the proceeds of the redemption of shares of a
     mutual fund which is not within the Waddell & Reed Advisors or W&R Funds,
     Inc. and the purchase is made within 60 days of such redemption


-    Retirement plan accounts held in the Waddell & Reed Advisors Retirement
     Plan, offered and distributed by Nationwide Investment Services Corporation
     through Nationwide Trust Company, FSB retirement programs


-    Direct Rollovers from the Waddell & Reed Advisors Retirement Plan.


You will find more information in the SAI about sales charge reductions and
waivers.

CONTINGENT DEFERRED SALES CHARGE. A CDSC may be assessed against your redemption
amount of Class B or Class C shares or certain Class A shares and paid to
Waddell & Reed, Inc. (the "Distributor"), as further described below. The
purpose of the CDSC is to compensate the Distributor for the costs incurred by
it in connection with the sale of the Fund's Class B or Class C shares or with
Class A investments of $2 million or more at NAV. The CDSC will not be imposed
on shares representing payment of dividends or other distributions or on amounts
which represent an increase in the value of a shareholder's account resulting
from capital appreciation above the amount paid for shares purchased during the
CDSC period. For Class B, the date of redemption is measured in calendar months
from the month of purchase. Solely for purposes of determining the number of
years from the time of any payment for the purchase of shares, all payments
during a month are totaled and deemed to have been made on the first day of the
month. The CDSC is applied to the lesser of amount invested or redemption value.


                                                                              67
<PAGE>

To keep your CDSC as low as possible, each time you place a request to redeem
shares, the Fund assumes that a redemption is made first of shares not subject
to a deferred sales charge (including shares which represent appreciation on
shares held, reinvested dividends and distributions), and then of shares that
represent the lowest sales charge.

Unless instructed otherwise, a Fund, when requested to redeem a specific dollar
amount, will redeem additional shares of the applicable class that are equal in
value to the CDSC. For example, should you request a $1,000 redemption and the
applicable CDSC is $27, the Fund will redeem shares having an aggregate NAV of
$1,027, absent different instructions.

CLASS B SHARES are not subject to an initial sales charge when you buy them.
However, you may pay a CDSC if you sell your Class B shares within six years of
their purchase, based on the table below. Class B shares pay an annual 12b-1
service fee of up to 0.25% of average net assets and a distribution fee of up to
0.75% of average net assets. Over time, these fees will increase the cost of
your investment and may cost you more than if you had purchased Class A shares.
Class B shares, and any dividends and distributions paid on such shares,
automatically convert to Class A shares eight years after the end of the month
in which the shares were purchased. Such conversion will be on the basis of the
relative net asset values per share, without the imposition of any sales load,
fee or other charge. The Class A shares have lower ongoing expenses.

The Fund will redeem your Class B shares at their NAV next calculated after
receipt of a written request for redemption in good order, subject to the CDSC
discussed below.


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
CONTINGENT DEFERRED SALES CHARGE
ON SHARES SOLD WITHIN YEAR                      AS % OF AMOUNT SUBJECT TO CHARGE
--------------------------------------------------------------------------------
<S>                                                <C>
    1                                                  5.0%
--------------------------------------------------------------------------------
    2                                                  4.0%
--------------------------------------------------------------------------------
    3                                                  3.0%
--------------------------------------------------------------------------------
    4                                                  3.0%
--------------------------------------------------------------------------------
    5                                                  2.0%
--------------------------------------------------------------------------------
    6                                                  1.0%
--------------------------------------------------------------------------------
   7+                                                  0.0%
--------------------------------------------------------------------------------
</TABLE>


In the table, a "year" is a 12-month period. In applying the CDSC, all purchases
are considered to have been made on the first day of the month in which the
purchase was made.



68
<PAGE>


For example, if a shareholder opens an account on January 14, 2001, then redeems
all Class B shares on January 12, 2002, the shareholder will pay a CDSC of 4%,
the rate applicable to redemptions made within the second year of purchase. All
Class B purchases made prior to July 1, 2000 will be automatically treated under
the current method of calculating the CDSC. Any purchase made in 1999 will be
deemed to have been made on December 1, 1998. Any purchase made from January 1,
2000 to June 30, 2000 will be deemed to have been made on December 1, 1999.


CLASS C SHARES are not subject to an initial sales charge when you buy them, but
if you sell your Class C shares within twelve months after purchase, you will
pay a 1% CDSC. For purposes of the CDSC, purchases of Class C shares within a
month will be considered as being purchased on the first day of the month. Class
C shares pay an annual 12b-1 service fee of up to 0.25% of average net assets
and a distribution fee of up to 0.75% of average net assets. Over time, these
fees will increase the cost of your investment and may cost you more than if you
had purchased Class A shares. Class C shares do not convert to any other class.

For Class C shares, the CDSC will be applied to the lesser of amount invested or
redemption value of shares that have been held for twelve months or less.


THE CLASS B AND CLASS C CDSC WILL NOT APPLY IN THE FOLLOWING CIRCUMSTANCES:


-    redemptions of shares requested within one year of the shareholder's death
     or disability, provided the Fund is notified of the death or disability at
     the time of the request and furnished proof of such event satisfactory to
     the Distributor.

-    redemptions of shares made to satisfy required minimum distributions after
     age 70 1/2 from a qualified retirement plan, a required minimum
     distribution from an individual retirement account, Keogh plan or custodial
     account under section 403(b)(7) of the Internal Revenue Code of 1986, as
     amended ("Code"), a tax-free return of an excess contribution, or that
     otherwise results from the death or disability of the employee, as well as
     in connection with redemptions by any tax-exempt employee benefit plan for
     which, as a result of a subsequent law or legislation, the continuation of
     its investment would be improper.


-    redemptions of shares purchased by current or retired Directors of the
     Fund, and Directors of affiliated companies, current or retired officers of
     the Fund, officers and employees of WRIMCO, the Distributor or their



                                                                              69
<PAGE>

     affiliated companies, financial advisors of Waddell & Reed, Inc. or its
     affiliates, and by the members of immediate families of such persons.

-    redemptions of shares made pursuant to a shareholder's participation in any
     systematic withdrawal service adopted for a Fund. (The service and this
     exclusion from the CDSC do not apply to a one-time withdrawal.)

-    redemptions the proceeds of which are reinvested within 45 days in shares
     of the same class of the Fund as that redeemed.

-    the exercise of certain exchange privileges.


-    redemptions effected pursuant to each Fund's right (other than High Income
     Fund) to liquidate a shareholder's shares if the aggregate NAV of those
     shares is less than $500, or $250 for Cash Management and Municipal Money
     Market Fund.


-    redemptions effected by another registered investment company by virtue of
     a merger or other reorganization with a Fund or by a former shareholder of
     such investment company of shares of a Fund acquired pursuant to such
     reorganization.

These exceptions may be modified or eliminated by a Fund at any time without
prior notice to shareholders, except with respect to redemptions effected
pursuant to the Fund's right to liquidate a shareholder's shares, which requires
certain notice.

CLASS Y SHARES are not subject to a sales charge or annual 12b-1 fees.

Class Y shares are only available for purchase by:

-    participants of employee benefit plans established under section 403(b) or
     section 457, or qualified under section 401 of the Code, including 401(k)
     plans, when the plan has 100 or more eligible employees and holds the
     shares in an omnibus account on the Fund's records;

-    banks, trust institutions, investment fund administrators and other third
     parties investing for their own accounts or for the accounts of their
     customers where such investments for customer accounts are held in an
     omnibus account on the Fund's records;

-    government entities or authorities and corporations whose investment within
     the first twelve months after initial investment is $10 million or more;
     and

-    certain retirement plans and trusts for employees and financial advisors of
     Waddell & Reed, Inc. and its affiliates.


70
<PAGE>

WAYS TO SET UP YOUR ACCOUNT

The different ways to set up (register) your account are listed below.

INDIVIDUAL OR JOINT TENANTS

FOR YOUR GENERAL INVESTMENT NEEDS
Individual accounts are owned by one person. Joint accounts have two or more
owners (tenants).

BUSINESS OR ORGANIZATION

FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS, INSTITUTIONS
OR OTHER GROUPS

RETIREMENT PLANS

TO SHELTER YOUR RETIREMENT SAVINGS FROM INCOME TAXES
Retirement plans allow individuals to shelter investment income and capital
gains from current income taxes. In addition, contributions to these accounts
(other than Roth IRAs and Education IRAs) may be tax-deductible.

-    INDIVIDUAL RETIREMENT ACCOUNTS (IRAS) allow a certain individual under age
     70 1/2, with earned income, to invest up to $2,000 per tax year. The
     maximum for an investor and his or her spouse is $4,000 ($2,000 for each
     spouse) or, if less, the couple's combined earned income for the taxable
     year.

-    IRA ROLLOVERS retain special tax advantages for certain distributions from
     employer-sponsored retirement plans.

-    ROTH IRAS allow certain individuals to make nondeductible contributions up
     to $2,000 per year. The maximum annual contribution for an investor and his
     or her spouse is $4,000 ($2,000 for each spouse) or, if less, the couple's
     combined earned income for the taxable year. Withdrawals of earnings may be
     tax free if the account is at least five years old and certain other
     requirements are met.

-    EDUCATION IRAS are established for the benefit of a minor, with
     nondeductible contributions up to $500 per year, and permit tax-free
     withdrawals to pay the higher education expenses of the beneficiary.

-    SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS) provide business owners or
     those with self-employed income (and their eligible employees) with many of
     the same advantages as a Profit Sharing Plan, but with fewer administrative
     requirements.


                                                                              71
<PAGE>

-    SAVINGS INCENTIVE MATCH PLANS FOR EMPLOYEES (SIMPLE PLANS) can be
     established by small employers to contribute to and allow their employees
     to contribute a portion of their wages pre-tax to retirement accounts. This
     plan-type generally involves fewer administrative requirements than 401(k)
     or other qualified plans.

-    KEOGH PLANS allow self-employed individuals to make tax-deductible
     contributions for themselves of up to 25% of their annual earned income,
     with a maximum of $30,000 per year.

-    PENSION AND PROFIT-SHARING PLANS, INCLUDING 401(k) PLANS, allow
     corporations and nongovernmental tax-exempt organizations of all sizes
     and/or their employees to contribute a percentage of the employees' wages
     or other amounts on a tax-deferred basis. These accounts need to be
     established by the administrator or trustee of the plan.

-    403(b) CUSTODIAL ACCOUNTS are available to employees of public school
     systems, churches and certain types of charitable organizations.

-    457 ACCOUNTS allow employees of state and local governments and certain
     charitable organizations to contribute a portion of their compensation on a
     tax-deferred basis.

GIFTS OR TRANSFERS TO A MINOR

TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS
These custodial accounts provide a way to give money to a child and obtain tax
benefits. An individual can give up to $10,000 a year per child free of Federal
transfer tax consequences. Depending on state laws, you can set up a custodial
account under the Uniform Transfers to Minors Act ("UTMA") or the Uniform Gifts
to Minors Act ("UGMA").

TRUST

FOR MONEY BEING INVESTED BY A TRUST
The trust must be established before an account can be opened, or you may use a
trust form made available by Waddell & Reed. Contact your Waddell & Reed
financial advisor for the form.

BUYING SHARES

YOU MAY BUY SHARES OF EACH OF THE FUNDS through Waddell & Reed, Inc. and its
financial advisors or through advisors of Legend. To open your account you must
complete and sign an application. Your financial advisor can help you with any
questions you might have.


72
<PAGE>

TO PURCHASE ANY CLASS OF SHARES BY CHECK, make your check payable to Waddell &
Reed, Inc. Mail the check, along with your completed application, to:

                              Waddell & Reed, Inc.
                                 P. O. Box 29217
                             Shawnee Mission, Kansas
                                   66201-9217


TO PURCHASE CLASS Y SHARES (AND CLASS A SHARES OF CASH MANAGEMENT AND CLASS A
SHARES OF MUNICIPAL MONEY MARKET FUND) BY WIRE, you must first obtain an account
number by calling 800-366-2520, then mail a completed application to Waddell &
Reed, Inc., at the above address, or fax it to 913-236-5044. Instruct your bank
to wire the amount you wish to invest, along with the account number and
registration, to UMB Bank, n.a., ABA Number 101000695, for the account of
Waddell & Reed Number 9800007978, Special Account for Exclusive Benefit of
Customers FBO Customer Name and Account Number.


You may also buy Class Y shares of a Fund indirectly through certain
broker-dealers, banks and other third parties, some of which may charge you a
fee. These firms may have additional requirements regarding the purchase of
Class Y shares.

THE PRICE TO BUY A FUND SHARE is its offering price, which is calculated every
business day.

The OFFERING PRICE of a share (the price to buy one share of a particular class)
is the next NAV calculated per share of that class plus, for Class A shares, the
sales charge shown in the tables.

In the calculation of a Fund's NAV:

-    The securities in the Fund's portfolio that are listed or traded on an
     exchange are valued primarily using market prices.

-    Bonds are generally valued according to prices quoted by an independent
     pricing service.

-    Short-term debt securities are valued at amortized cost, which approximates
     market value.


-    Other investment assets for which market prices are unavailable are valued
     at their fair value by or at the direction of the Fund's Board of
     Directors.



                                                                              73
<PAGE>

EACH FUND IS OPEN FOR BUSINESS each day the New York Stock Exchange (the "NYSE")
is open. The Funds normally calculate their NAVs as of the close of business of
the NYSE, normally 4 p.m. Eastern time, except that an option or futures
contract held by a Fund may be priced at the close of the regular session of any
other securities exchange on which that instrument is traded.


Some of the Funds may invest in securities listed on foreign exchanges which may
trade on Saturdays or on U.S. national business holidays when the NYSE is
closed. Consequently, the NAV of Fund shares may be significantly affected on
days when a Fund does not price its shares and when you are not able to purchase
or redeem a Fund's shares. Similarly, if an event materially affecting the value
of foreign investments or foreign currency exchange rates occurs prior to the
close of business of the NYSE but after the time their values are otherwise
determined, such investments or exchange rates may be valued at their fair value
as determined in good faith by or under the direction of each Fund's Board of
Directors.


WHEN YOU PLACE AN ORDER TO BUY SHARES, your order will be processed at the next
offering price calculated after your order is received and accepted. Note the
following:

-    All of your purchases must be made in U.S. dollars.

-    If you buy shares by check, and then sell those shares by any method other
     than by exchange to another fund in the Waddell & Reed Advisors Funds
     and/or W&R Funds, Inc., the payment may be delayed for up to ten days to
     ensure that your previous investment has cleared.


-    The Funds do not issue certificates representing Class B, Class C or
     Class Y shares. Cash Management and Municipal Money Market Fund do not
     normally issue certificates representing any class of shares.


-    If you purchase shares of a Fund from certain broker-dealers, banks or
     other authorized third parties, the Fund will be deemed to have received
     your purchase order when that third party (or its designee) has received
     your order. Your order will receive the offering price next calculated
     after the order has been received in proper form by the authorized third
     party (or its designee). You should consult that firm to determine the time
     by which it must receive your order for you to purchase shares of a Fund at
     that day's price.


74
<PAGE>

When you sign your account application, you will be asked to certify that your
Social Security or other taxpayer identification number is correct and whether
you are subject to backup withholding for failing to report income to the
Internal Revenue Service.

Waddell & Reed, Inc. reserves the right to reject any purchase orders, including
purchases by exchange, and it and the Funds reserve the right to discontinue
offering Fund shares for purchase.

MINIMUM INVESTMENTS

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
FOR CLASS A, CLASS B AND CLASS C:
--------------------------------------------------------------------------------
<S>                                                          <C>
TO OPEN AN ACCOUNT                                               $500 (per Fund)
--------------------------------------------------------------------------------
For certain exchanges                                            $100 (per Fund)
--------------------------------------------------------------------------------
For certain retirement accounts and accounts opened
with Automatic Investment Service                                 $50 (per Fund)
--------------------------------------------------------------------------------
For certain retirement accounts and accounts opened
through payroll deductions for or by employees of
WRIMCO, Waddell & Reed, Inc. and their affiliates                 $25 (per Fund)
--------------------------------------------------------------------------------
TO ADD TO AN ACCOUNT                                                 Any amount
--------------------------------------------------------------------------------
For certain exchanges                                            $100 (per Fund)
--------------------------------------------------------------------------------
For Automatic Investment Service                                  $25 (per Fund)
--------------------------------------------------------------------------------
FOR CLASS Y:
--------------------------------------------------------------------------------
TO OPEN AN ACCOUNT
--------------------------------------------------------------------------------
For a government entity or authority                                $10 million
or for a corporation                                (within first twelve months)
--------------------------------------------------------------------------------
For other investors                                                  Any amount
--------------------------------------------------------------------------------
TO ADD TO AN ACCOUNT                                                 Any amount
--------------------------------------------------------------------------------
</TABLE>

ADDING TO YOUR ACCOUNT

Subject to the minimums described under "Minimum Investments," you can make
additional investments of any amount at any time.

TO ADD TO YOUR ACCOUNT, make your check payable to Waddell & Reed, Inc. Mail the
check to Waddell & Reed, Inc., along with:

-    the detachable form that accompanies the confirmation of a prior purchase
     or your year-to-date statement; or


                                                                              75
<PAGE>

-    a letter stating your account number, the account registration, the Fund
     and the class of shares that you wish to purchase.


TO ADD TO YOUR CLASS Y ACCOUNT (OR YOUR CLASS A CASH MANAGEMENT OR CLASS A
MUNICIPAL MONEY MARKET FUND ACCOUNT) BY WIRE: Instruct your bank to wire the
amount you wish to invest, along with the account number and registration, to
UMB Bank, n.a., ABA Number 101000695, for the account of Waddell & Reed Number
9800007978, Special Account for Exclusive Benefit of Customers FBO Customer Name
and Account Number.


If you purchase shares of the Funds from certain broker-dealers, banks or other
authorized third parties, additional purchases may be made through those firms.

SELLING SHARES

You can arrange to take money out of your Fund account at any time by selling
(redeeming) some or all of your shares.

The REDEMPTION PRICE (price to sell one share of a particular class of a Fund)
is the NAV per share of that Fund class, subject to any CDSC applicable to Class
A, Class B or Class C shares.

TO SELL SHARES BY WRITTEN REQUEST: Complete an Account Service Request form,
available from your financial advisor, or write a letter of instruction with:

-    the name on the account registration;

-    the Fund's name;

-    the Fund account number;

-    the dollar amount or number, and the class, of shares to be redeemed; and

-    any other applicable requirements listed in the table below.

Deliver the form or your letter to your financial advisor, or mail it to:

                         Waddell & Reed Services Company
                                 P. O. Box 29217
                             Shawnee Mission, Kansas
                                   66201-9217

Unless otherwise instructed, Waddell & Reed Services Company will send a check
to the address on the account.


76
<PAGE>


TO SELL CLASS Y SHARES, CLASS A SHARES OF CASH MANAGEMENT OR CLASS A SHARES OF
MUNICIPAL MONEY MARKET FUND BY TELEPHONE OR FAX: If you have elected this method
in your application or by subsequent authorization, call 888-WADDELL, or fax
your request to 913-236-1599, and give your instructions to redeem shares and
make payment by wire to your predesignated bank account or by check to you at
the address on the account.


TO SELL CLASS A SHARES OF CASH MANAGEMENT, GOVERNMENT SECURITIES OR MUNICIPAL
MONEY MARKET FUND BY CHECK: If you have elected this method in your application
or by subsequent authorization, the Fund will provide you with forms or checks
drawn on UMB Bank, n.a. You may make these checks payable to the order of any
payee in any amount of $250 or more.


WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at the next NAV
calculated, subject to any applicable CDSC, after receipt of a written request
for redemption in good order by Waddell & Reed Services Company at the address
listed above. Note the following:

-    If more than one person owns the shares, each owner must sign the written
     request.

-    If you hold a certificate, it must be properly endorsed and sent to the
     Fund.

-    If you recently purchased the shares by check, the Fund may delay payment
     of redemption proceeds. You may arrange for the bank upon which the
     purchase check was drawn to provide to the Fund telephone or written
     assurance that the check has cleared and been honored. If you do not,
     payment of the redemption proceeds on these shares will be delayed until
     the earlier of 10 days or the date the Fund can verify that your purchase
     check has cleared and been honored.

-    Redemptions may be suspended or payment dates postponed on days when the
     NYSE is closed (other than weekends or holidays), when trading on the NYSE
     is restricted or as permitted by the Securities and Exchange Commission.

-    Payment is normally made in cash, although under extraordinary conditions
     redemptions may be made in portfolio securities when a Fund's Board of
     Directors determines that conditions exist making cash payments
     undesirable. A Fund is obligated to redeem shares solely in cash up to the
     lesser of $250,000 or 1% of its NAV during any 90-day period for any one
     shareholder.


                                                                              77
<PAGE>

-    If you purchased shares from certain broker-dealers, banks or other
     authorized third parties, you may sell those shares through those firms,
     some of which may charge you a fee and may have additional requirements to
     sell Fund shares. The Fund will be deemed to have received your order to
     sell shares when that firm (or its designee) has received your order. Your
     order will receive the NAV of the applicable Class subject to any
     applicable CDSC next calculated after the order has been received in proper
     form by the authorized firm (or its designee). You should consult that firm
     to determine the time by which it must receive your order for you to sell
     shares at that day's price.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
SPECIAL REQUIREMENTS FOR SELLING SHARES
--------------------------------------------------------------------------------
ACCOUNT TYPE                      SPECIAL REQUIREMENTS
--------------------------------------------------------------------------------
<S>                               <C>
Individual or Joint Tenant        The written instructions must be signed by all
                                  persons required to sign for transactions,
                                  exactly as their names appear on the account.
--------------------------------------------------------------------------------
Sole Proprietorship               The written instructions must be signed by the
                                  individual owner of the business.
--------------------------------------------------------------------------------
UGMA, UTMA                        The custodian must sign the written
                                  instructions indicating capacity as custodian.
--------------------------------------------------------------------------------
Retirement Account                The written instructions must be signed by a
                                  properly authorized person.
--------------------------------------------------------------------------------
Trust                             The trustee must sign the written instructions
                                  indicating capacity as trustee. If the
                                  trustee's name is not in the account
                                  registration, provide a currently certified
                                  copy of the trust document.
--------------------------------------------------------------------------------
Business or Organization          At least one person authorized by corporate
                                  resolution to act on the account must sign the
                                  written instructions.
--------------------------------------------------------------------------------
Conservator, Guardian or          The written instructions must be signed by the
Other Fiduciary                   person properly authorized by court order to
                                  act in the particular fiduciary capacity.
--------------------------------------------------------------------------------
</TABLE>

A Fund may require a signature guarantee in certain situations such as:

-    a redemption request made by a corporation, partnership or fiduciary

-    a redemption request made by someone other than the owner of record

-    the check is made payable to someone other than the owner of record.

This requirement is to protect you and Waddell & Reed from fraud. You can obtain
a signature guarantee from most banks and securities dealers, but not from a
notary public.


78
<PAGE>


EACH FUND RESERVES THE RIGHT TO REDEEM at NAV all of your Fund shares (other
than High Income Fund) in your account if their aggregate NAV is less than $500,
or $250 for Cash Management and Municipal Money Market Fund. The Fund will give
you notice and a 60-day opportunity to purchase a sufficient number of
additional shares to bring the aggregate NAV of your shares to $500, or $250 for
Cash Management and Municipal Money Market Fund. Cash Management and Municipal
Money Market Fund may charge a fee of $1.75 per month on all accounts with a NAV
of less than $250, except for retirement plan accounts.


YOU MAY REINVEST, without charge, all or part of the amount of Class A shares of
a Fund you redeemed by sending to the Fund the amount you want to reinvest. The
reinvested amounts must be received by the Fund within 45 days after the date of
your redemption. You may do this only once with Class A shares of a Fund.

The CDSC will not apply to the proceeds of Class A (as applicable), Class B or
Class C shares of a Fund which are redeemed and then reinvested in Class A,
Class B or Class C shares of the Fund within 45 days after such redemption. The
Distributor will, with your reinvestment, restore an amount equal to the
deferred sales charge attributable to the amount reinvested by adding the
deferred sales charge amount to your reinvestment. For purposes of determining
future deferred sales charges, the reinvestment will be treated as a new
investment. You may do this only once as to Class A shares of a Fund, once as to
Class B shares of a Fund and once as to Class C shares of a Fund.

Payments of principal and interest on loans made pursuant to a 401(a) qualified
plan (if such loans are permitted by the plan) may be reinvested, without
payment of a sales charge, in Class A shares of any of the Waddell & Reed
Advisors Funds in which the plan may invest.

TELEPHONE TRANSACTIONS

The Funds and their agents will not be liable for following instructions
communicated by telephone that they reasonably believe to be genuine. Each Fund
will employ reasonable procedures to confirm that instructions communicated by
telephone are genuine. If a Fund fails to do so, the Fund may be liable for
losses due to unauthorized or fraudulent instructions. Current procedures
relating to instructions communicated by telephone include tape recording
instructions, requiring personal identification and providing written
confirmations of transactions effected pursuant to such instructions.


                                                                              79
<PAGE>

SHAREHOLDER SERVICES

Waddell & Reed provides a variety of services to help you manage your account.

PERSONAL SERVICE


Your local financial advisor is available to provide personal service.
Additionally, a toll-free call, 888-WADDELL, connects you to a Client Services
Representative or our automated customer telephone service. During normal
business hours, our Client Services staff is available to answer your questions
or update your account records. At almost any time of the day or night, you may
access your account information from a touch-tone phone, or from our web site,
www.waddell.com, to:


-    Obtain information about your accounts


-    Obtain price information about other funds in the Waddell & Reed Advisors
     Funds or W&R Funds, Inc.


-    Obtain a Fund's prospectus


-    Request duplicate statements.


REPORTS

Statements and reports sent to you include the following:

-    confirmation statements (after every purchase, other than those purchases
     made through Automatic Investment Service, and after every exchange,
     transfer or redemption)

-    year-to-date statements (quarterly)

-    annual and semiannual reports to shareholders (every six months)

To reduce expenses, only one copy of the most recent annual and semiannual
reports of the Funds may be mailed to your household, even if you have more than
one account with a Fund. Call the telephone number listed for Client Services if
you need additional copies of annual or semiannual reports or account
information.

EXCHANGES


You may sell your shares and buy shares of the same Class of another Fund in the
Waddell & Reed Advisors Funds or in W&R Funds, Inc. without the payment of an
additional sales charge if you buy Class A shares or payment of a CDSC when you
exchange Class B or Class C shares. For Class B and Class C shares or Class A
shares to which the CDSC would otherwise apply, the time period for the deferred
sales charge will continue to run. In addition, exchanging Class Y shareholders
in the Waddell & Reed Advisors Funds may buy Class A shares of



80
<PAGE>


Waddell & Reed Advisors Cash Management or Waddell & Reed Advisors Municipal
Money Market Fund.


You may exchange any Class A shares of the Government Securities, Municipal Bond
and Municipal High Income Funds that you have held for at least six months and
any Class A shares of these Funds acquired as payment of a dividend or
distribution for Class A shares of any other fund in the Waddell & Reed Advisors
Funds. You may exchange any Class A shares of the Government Securities,
Municipal Bond and Municipal High Income Funds that you have held for less than
six months only for Class A shares of Government Securities, Municipal Bond,
Municipal High Income, Cash Management and Municipal Money Market Fund.


You may exchange only into funds that are legally permitted for sale in your
state of residence. Note that exchanges out of a Fund may have tax consequences
for you. Before exchanging into a fund, read its prospectus.

THE FUNDS RESERVE THE RIGHT to terminate or modify these exchange privileges at
any time, upon notice in certain instances.

AUTOMATIC TRANSACTIONS FOR CLASS A, CLASS B AND CLASS C SHAREHOLDERS

Flexible withdrawal service lets you set up ongoing monthly, quarterly,
semiannual or annual redemptions from your account.

Regular Investment Plans allow you to transfer money into your Fund account, or
between fund accounts, automatically. While Regular Investment Plans do not
guarantee a profit and will not protect you against loss in a declining market,
they can be an excellent way to invest for retirement, a home, educational
expenses and other long-term financial goals.

Certain restrictions and fees imposed by the plan custodian may also apply for
retirement accounts. Speak with your financial advisor for more information.

--------------------------------------------------------------------------------
REGULAR INVESTMENT PLANS
--------------------------------------------------------------------------------

AUTOMATIC INVESTMENT SERVICE
TO MOVE MONEY FROM YOUR BANK ACCOUNT TO AN EXISTING FUND ACCOUNT

                   MINIMUM AMOUNT            MINIMUM FREQUENCY
                   $25 (per Fund)                 Monthly
--------------------------------------------------------------------------------


FUNDS PLUS SERVICE
TO MOVE MONEY FROM WADDELL & REED ADVISORS CASH MANAGEMENT OR WADDELL & REED
ADVISORS MUNICIPAL MONEY MARKET FUND TO A FUND WHETHER IN THE SAME OR A
DIFFERENT ACCOUNT IN THE SAME CLASS


                   MINIMUM AMOUNT            MINIMUM FREQUENCY
                   $100 (per Fund)                Monthly
--------------------------------------------------------------------------------


                                                                              81
<PAGE>

DISTRIBUTIONS AND TAXES

DISTRIBUTIONS

Each Fund distributes substantially all of its net investment income and net
capital gains to its shareholders each year.


Usually, a Fund distributes net investment income at the following times: Bond
Fund, High Income Fund and Municipal Bond Fund, monthly; Cash Management,
Government Securities Fund, Municipal High Income Fund, Municipal Money Market
Fund and Global Bond Fund, daily and paid monthly. Dividends declared for a
particular day are paid to shareholders of record on the prior business day.
However, dividends declared for Saturday and Sunday are paid to shareholders of
record on the preceding Thursday. Net capital gains (and any net gains from
foreign currency transactions) usually are distributed in December.


DISTRIBUTION OPTIONS. When you open an account, specify on your application how
you want to receive your distributions. Each Fund offers two options:

1.   SHARE PAYMENT OPTION. Your dividends, capital gains and other distributions
     with respect to a class will be automatically paid in additional shares of
     the same class of the Fund. If you do not indicate a choice on your
     application, you will be assigned this option.

2.   CASH OPTION. You will be sent a check for your dividends, capital gains and
     other distributions if the total distribution is equal to or greater than
     five dollars. If the distribution is less than five dollars, it will be
     automatically paid in additional shares of the same class of the Fund.

For retirement accounts, all distributions are automatically paid in additional
shares.

TAXES

As with any investment, you should consider how your investment in a Fund will
be taxed. If your account is not a tax-deferred retirement account (or you are
not otherwise exempt from income tax), you should be aware of the following tax
implications:


TAXES ON DISTRIBUTIONS. Distributions by Municipal Bond Fund, Municipal High
Income Fund or Municipal Money Market Fund that are designated by it as exempt
interest dividends generally may be excluded by you from your gross income for
Federal income tax purposes. Dividends from a Fund's investment company taxable
income (which includes net short-term gains), if



82
<PAGE>


any, generally are taxable to you as ordinary income whether received in cash or
paid in additional Fund shares. Distributions of a Fund's net capital gains,
when designated as such, are taxable to you as long-term capital gains, whether
received in cash or paid in additional Fund shares and regardless of the length
of time you have owned your shares. For Federal income tax purposes, your
long-term capital gains generally are taxed at a maximum rate of 20%.


Each Fund notifies you after each calendar year-end as to the amounts of
dividends and other distributions paid (or deemed paid) to you for that year.

A portion of the dividends paid by a Fund, whether received in cash or paid in
additional Fund shares, may be eligible for the dividends received deduction
allowed to corporations. The eligible portion may not exceed the aggregate
dividends received by a Fund from U.S. corporations. However, dividends received
by a corporate shareholder and deducted by it pursuant to the dividends received
deduction are subject indirectly to the Federal AMT.


Exempt-interest dividends paid by the Municipal Bond Fund, Municipal High Income
Fund and Municipal Money Market Fund may be subject to state and local income
tax. In addition, a portion of those dividends is expected to be attributable to
interest on certain bonds that must be treated by you as a "tax preference item"
for purposes of calculating your liability, if any, for the AMT; the Municipal
Bond and Municipal High Income Funds anticipate that the AMT portion of each
Fund will not be more than 40% of the dividends it will pay to its shareholders.
The Funds will provide you with information concerning the amount of
distributions that must be treated as a tax preference item after the end of
each calendar year.


Shareholders who may be subject to the AMT should consult with their tax
advisers concerning investment in the Funds. Shareholders in Municipal Bond
Fund, Municipal High Income Fund and Municipal Money Market Fund are notified
that entities or other persons who are "substantial users" (or persons related
to "substantial users") of facilities financed by PABs should consult their tax
advisers before purchasing shares of these Funds because, for users of certain
of these facilities, the interest on PABs is not exempt from Federal income tax.
For these purposes, the term "substantial user" is defined generally to include
a "non-exempt person" who regularly uses in trade or business a part of a
facility financed from the proceeds of PABs.



                                                                              83
<PAGE>

WITHHOLDING. Each Fund must withhold 31% of all dividends, capital gains and
other distributions and redemption proceeds payable to individuals and certain
other noncorporate shareholders who do not furnish the Fund with a correct
taxpayer identification number. Withholding at that rate from dividends, capital
gains and other distributions also is required for shareholders subject to
backup withholding.


TAXES ON TRANSACTIONS. Your redemption of Fund shares will result in a taxable
gain or loss to you, depending on whether the redemption proceeds are more or
less than what you paid for the redeemed shares (which normally includes any
sales charge paid). If you have a gain on a redemption of Fund shares, the
entire gain will be taxable even though a portion of the gain may represent
municipal bond interest earned by the Fund but not yet paid out as a dividend.
If the redemption is not made until after record date, however, that interest
will be received by you as a dividend that is tax-exempt rather than as part of
a taxable gain.


An exchange of Fund shares for shares of any other fund in the Waddell & Reed
Advisors Funds or W&R Funds, Inc. generally will have similar tax consequences.
However, special rules apply when you dispose of a Fund's Class A shares through
a redemption or exchange within 90 days after your purchase and then reacquire
Class A shares of that Fund or acquire Class A shares of another fund in the
Waddell & Reed Advisors Funds without paying a sales charge due to the 45 day
reinvestment privilege or exchange privilege. See "Your Account." In these
cases, any gain on the disposition of the original Fund shares will be
increased, or loss decreased, by the amount of the sales charge you paid when
those shares were acquired, and that amount will increase the adjusted basis of
the shares subsequently acquired. In addition, if you purchase shares of a Fund
within 30 days before or after redeeming other shares of the Fund (regardless of
class) at a loss, part or all of that loss will not be deductible and will
increase the basis of the newly purchased shares.


For Municipal Bond Fund, Municipal High Income Fund and Municipal Money Market
Fund, interest on indebtedness incurred or continued to purchase or carry shares
of the Fund will not be deductible for Federal income tax purposes to the extent
the Fund's distributions consist of exempt-interest dividends. Proposals may be
introduced before Congress for the purpose of restricting or eliminating the
Federal income tax exemption for interest on municipal bonds. If such a proposal
were enacted, the availability of municipal bonds for investment by the Fund and
the value of the portfolios would be affected. In that event, the Funds may
decide to reevaluate their investment goal and policies.



84
<PAGE>

STATE AND LOCAL INCOME TAXES. The portion of the dividends paid by each Fund
attributable to interest earned on U.S. Government securities generally is not
subject to state and local income taxes, although distributions by any Fund to
its shareholders of net realized gains on the sale of those securities are fully
subject to those taxes. You should consult your tax adviser to determine the
taxability of dividends and other distributions by the Funds in your state and
locality.

The foregoing is only a summary of some of the important Federal income tax
considerations generally affecting each Fund and its shareholders; you will find
more information in each Fund's SAI. There may be other Federal, state or local
tax considerations applicable to a particular investor. You are urged to consult
your own tax adviser.


                                                                              85
<PAGE>

--------------------------------------------------------------------------------
THE MANAGEMENT OF THE FUNDS

PORTFOLIO MANAGEMENT


Each Fund is managed by WRIMCO, subject to the authority of each Fund's Board of
Directors. WRIMCO provides investment advice to each of the Funds and supervises
each Fund's investments. WRIMCO and/or its predecessors have served as
investment manager to each of the registered investment companies in the Waddell
& Reed Advisors Funds, W&R Funds, Inc. and W&R Target Funds, Inc. since the
inception of each company. WRIMCO is located at 6300 Lamar Avenue, P.O. Box
29217, Shawnee Mission, Kansas 66201-9217.


James C. Cusser is primarily responsible for the management of the Bond Fund and
the Government Securities Fund. Mr. Cusser has held his Fund responsibilities
since September 1992 for Bond Fund and since January 1997 for Government
Securities Fund. He is Senior Vice President of WRIMCO, Vice President of the
Funds and Vice President of other investment companies for which WRIMCO serves
as investment manager. Mr. Cusser has served as the portfolio manager for the
Funds and other investment companies managed by WRIMCO and has been an employee
of WRIMCO since August 1992.


Daniel J. Vrabac is primarily responsible for the management of the Global Bond
Fund. Mr. Vrabac has held his Fund responsibilities since September 2000. He is
Senior Vice President of WRIMCO, Vice President of the Fund and Vice President
of other investment companies for which WRIMCO serves as investment manager. Mr.
Vrabac is also Head of Fixed Income for WRIMCO. From May 1994 to March 1998, Mr.
Vrabac was Vice President of, and a portfolio manager for, Waddell & Reed Asset
Management Company, a former affiliate of WRIMCO. Mr. Vrabac has served as a
portfolio manager with, and has been an employee of, WRIMCO since May 1994.


Louise D. Rieke is primarily responsible for the management of the High Income
Fund. Ms. Rieke has held her Fund responsibilities since January 1990. She is
Senior Vice President of WRIMCO, Vice President of the Fund and Vice President
of other investment companies for which WRIMCO serves as investment manager.
From November 1985 to March 1998, Ms. Rieke was Vice President of, and a
portfolio manager for, Waddell & Reed Asset Management Company. Ms. Rieke has
served as the portfolio manager for investment companies managed by WRIMCO and
its predecessor since July 1986 and has been an employee of such since May 1971.



86
<PAGE>


Bryan J. Bailey is primarily responsible for the management of the Municipal
Bond Fund. Mr. Bailey has held his Fund responsibilities since June 2000. He is
Vice President of WRIMCO and Vice President of the Fund. Mr. Bailey has served
as the Assistant Portfolio Manager for investment companies managed by WRIMCO
since January 1999 and has been an employee of WRIMCO since July 1993.


Mark Otterstrom is primarily responsible for the management of the Municipal
High Income Fund. Mr. Otterstrom has held his Fund responsibilities since June
2000. He is Vice President of WRIMCO and Vice President of the Fund. Mr.
Otterstrom has served as the Assistant Portfolio Manager for investment
companies managed by WRIMCO and its predecessor since January 1995 and has been
an employee of such since May 1987.


Mira Stevovich is primarily responsible for the management of Cash Management
and the Municipal Money Market Fund. Ms. Stevovich has held her Fund
responsibilities for Cash Management since May 1998 and for Municipal Money
Market Fund since its inception. She is Vice President of WRIMCO, Vice President
and Assistant Treasurer of the Funds and Vice President and Assistant Treasurer
of other investment companies for which WRIMCO serves as investment manager. Ms.
Stevovich has served as the Assistant Portfolio Manager for investment companies
managed by WRIMCO and its predecessors since January 1989 and has been an
employee of such since March 1987.


Other members of WRIMCO's investment management department provide input on
market outlook, economic conditions, investment research and other
considerations relating to a Fund's investments.

MANAGEMENT FEE

Like all mutual funds, the Funds pay fees related to their daily operations.
Expenses paid out of each Fund's assets are reflected in its share price or
dividends; they are neither billed directly to shareholders nor deducted from
shareholder accounts.

Each Fund pays a management fee to WRIMCO for providing investment advice and
supervising its investments. Each Fund also pays other expenses, which are
explained in the SAI.


                                                                              87
<PAGE>

The management fee is payable at the annual rates of:


-    for Bond Fund, 0.525% of net assets up to $500 million, 0.50% of net assets
     over $500 million and up to $1 billion, 0.45% of net assets over $1 billion
     and up to $1.5 billion, and 0.40% of net assets over $1.5 billion.
     Management fees for the Fund as a percent of the Fund's net assets for the
     fiscal period ended September 30, 2000 were 0.53%


-    for Global Bond Fund, 0.625% of net assets up to $500 million, 0.60% of net
     assets over $500 million and up to $1 billion, 0.55% of net assets over $1
     billion and up to $1.5 billion, and 0.50% of net assets over $1.5 billion.
     Management fees for the Fund as a percent of the Fund's net assets for the
     fiscal year ended September 30, 2000 were 0.63%


-    for Government Securities Fund, 0.50% of net assets up to $500 million,
     0.45% of net assets over $500 million and up to $1 billion, 0.40% of net
     assets over $1 billion and up to $1.5 billion, and 0.35% of net assets over
     $1.5 billion. Management fees for the Fund as a percent of the Fund's net
     assets for the fiscal period ended September 30, 2000 were 0.50%


-    for High Income Fund, 0.625% of net assets up to $500 million, 0.60% of net
     assets over $500 million and up to $1 billion, 0.55% of net assets over $1
     billion and up to $1.5 billion, and 0.50% of net assets over $1.5 billion.
     Management fees for the Fund as a percent of the Fund's net assets for the
     fiscal period ended September 30, 2000 were 0.62%


-    for Municipal Bond Fund, 0.525% of net assets up to $500 million, 0.50% of
     net assets over $500 million and up to $1 billion, 0.45% of net assets over
     $1 billion and up to $1.5 billion, and 0.40% of net assets over $1.5
     billion. Management fees for the Fund as a percent of the Fund's net assets
     for the fiscal year ended September 30, 2000 were 0.52%


-    for Municipal High Income Fund, 0.525% of net assets up to $500 million,
     0.50% of net assets over $500 million and up to $1 billion, 0.45% of net
     assets over $1 billion and up to $1.5 billion, and 0.40% of net assets over
     $1.5 billion. Management fees for the Fund as a percent of the Fund's net
     assets for the fiscal year ended September 30, 2000 were 0.53%


-    for Municipal Money Market Fund at the annual rate of 0.40% of net assets


-    for Cash Management at the annual rate of 0.40% of net assets. Management
     fees for the Fund as a percent of the Fund's net assets for the fiscal
     period ended September 30, 2000 were 0.40%.


WRIMCO has voluntarily agreed to waive its management fee for any day that a
Fund's net assets are less than $25 million, subject to WRIMCO's right to change
or modify this waiver.


88
<PAGE>

--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS


The following information is to help you understand the financial performance of
each Fund's Class A, Class B, Class C and Class Y, as applicable, shares for the
fiscal periods shown. Certain information reflects financial results for a
single Fund share. "Total return" shows how much your investment would have
increased (or decreased) during each period, assuming reinvestment of all
dividends and distributions.



                                                                              89
<PAGE>

--------------------------------------------------------------------------------
BOND FUND


This information has been audited by Deloitte & Touche LLP, whose independent
auditors' reports, along with the Fund's financial statements for the fiscal
periods ended September 30, 2000 and June 30, 2000 and the fiscal year ended
December 31, 1999, are included in the Fund's SAI, which is available upon
request.

For a Class A share outstanding throughout each period(1):

<TABLE>
<CAPTION>

                                 FOR THE
                              FISCAL PERIOD          FOR THE FISCAL YEAR ENDED DECEMBER 31,
                                  ENDED      ------------------------------------------------------
                                 9/30/00          1999       1998       1997       1996      1995
---------------------------------------------------------------------------------------------------
CLASS A PER-SHARE DATA
---------------------------------------------------------------------------------------------------
<S>                                  <C>         <C>        <C>        <C>         <C>       <C>
Net asset value,
beginning of period                  $5.97        $6.39       $6.32      $6.14      $6.34    $5.62
---------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
  Net investment income               0.27         0.35        0.38       0.39       0.39     0.40
  Net realized and
  unrealized gain
  (loss) on investments               0.04        (0.42)       0.07       0.19      (0.20)    0.72
---------------------------------------------------------------------------------------------------
Total from investment
operations                            0.31        (0.07)       0.45       0.58       0.19     1.12
---------------------------------------------------------------------------------------------------
Less distributions from
net investment income                (0.27)       (0.35)      (0.38)     (0.40)     (0.39)   (0.40)
---------------------------------------------------------------------------------------------------
Net asset value,
end of period                        $6.01        $5.97       $6.39      $6.32      $6.14    $6.34
--------------------------------------------------------------------------------------------------
CLASS A RATIOS/SUPPLEMENTAL DATA
---------------------------------------------------------------------------------------------------
Total return(2)                       5.24%       -1.08%       7.27%      9.77%      3.20%   20.50%
Net assets, end of
period (in millions)                 $493         $501        $551       $524       $519     $563
Ratio of expenses to
average net assets                    1.02%(3)     0.95%       0.84%      0.77%      0.77%    0.74%
Ratio of net investment
income to average
net assets                            6.00%(3)     5.72%       5.88%      6.34%      6.34%    6.54%
Portfolio turnover rate              23.21%       34.12%      33.87%     35.08%     55.74%   66.38%
---------------------------------------------------------------------------------------------------
</TABLE>

(1)  ON JUNE 17, 1995, FUND SHARES OUTSTANDING WERE DESIGNATED CLASS A SHARES.

(2)  TOTAL RETURN CALCULATED WITHOUT TAKING INTO ACCOUNT THE SALES LOAD DEDUCTED
     ON AN INITIAL PURCHASE.

(3)  ANNUALIZED.



90
<PAGE>

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

BOND FUND

For a Class B share outstanding throughout each period:

<TABLE>
<CAPTION>

                                                      FOR THE         FOR THE
                                                   FISCAL PERIOD   PERIOD FROM
                                                      ENDED    9/9/99(1) THROUGH
                                                     9/30/00        12/31/99
--------------------------------------------------------------------------------
CLASS B PER-SHARE DATA
--------------------------------------------------------------------------------
<S>                                                      <C>         <C>
Net asset value, beginning of period                      $5.97       $6.05
--------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                    0.23        0.10
  Net realized and unrealized gain (loss) on investments   0.04       (0.08)
--------------------------------------------------------------------------------
Total from investment operations                           0.27        0.02
--------------------------------------------------------------------------------
Less distributions from net investment income             (0.23)      (0.10)
--------------------------------------------------------------------------------
Net asset value, end of period                            $6.01       $5.97
--------------------------------------------------------------------------------
CLASS B RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------
Total return                                               4.56%       0.30%
Net assets, end of period (in millions)                   $   7       $   2
Ratio of expenses to average net assets                    1.90%(2)    1.91%(2)
Ratio of net investment income to average net assets       5.12%(2)    4.93%(2)
Portfolio turnover rate                                   23.21%      34.12%(2)
--------------------------------------------------------------------------------
</TABLE>

(1) COMMENCEMENT OF OPERATIONS.

(2) ANNUALIZED.



                                                                              91
<PAGE>

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

BOND FUND

For a Class C share outstanding throughout each period:

<TABLE>
<CAPTION>

                                                       FOR THE       FOR THE
                                                    FISCAL PERIOD  PERIOD FROM
                                                      ENDED    9/9/99(1) THROUGH
                                                     9/30/00        12/31/99
--------------------------------------------------------------------------------
CLASS C PER-SHARE DATA
--------------------------------------------------------------------------------
<S>                                                    <C>           <C>
Net asset value, beginning of period                     $5.96        $6.05
--------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                   0.22         0.10
  Net realized and unrealized gain (loss)
  on investments                                          0.05        (0.09)
--------------------------------------------------------------------------------
Total from investment operations                          0.27         0.01
--------------------------------------------------------------------------------
Less distributions from net investment income            (0.22)       (0.10)
--------------------------------------------------------------------------------
Net asset value, end of period                           $6.01        $5.96
--------------------------------------------------------------------------------
CLASS C RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------
Total return                                              4.64%        0.13%
Net assets, end of period (in thousands)                 $1,382       $ 289
Ratio of expenses to average net assets                   1.95%(2)     1.98%(2)
Ratio of net investment income to
average net assets                                        5.07%(2)     4.87%(2)
Portfolio turnover rate                                  23.21%       34.12%(2)
--------------------------------------------------------------------------------
</TABLE>

(1) COMMENCEMENT OF OPERATIONS.

(2) ANNUALIZED.



92
<PAGE>

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

BOND FUND

For a Class Y share outstanding throughout each period:

<TABLE>
<CAPTION>


                             FOR THE            FOR THE FISCAL YEAR                     FOR THE
                          FISCAL PERIOD          ENDED DECEMBER 31,                   PERIOD FROM
                              ENDED    -----------------------------------------   6/19/95(1) THROUGH
                             9/30/00       1999       1998      1997       1996        12/31/95
-------------------------------------------------------------------------------------------------------
CLASS Y PER-SHARE DATA
-------------------------------------------------------------------------------------------------------
<S>                             <C>        <C>        <C>      <C>        <C>            <C>
Net asset value,
beginning of period              $5.97       $6.39     $6.32      $6.14     $6.34          $6.11
-------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
  Net investment
  income                          0.28        0.40      0.39       0.42      0.40           0.21
  Net realized and
  unrealized gain (loss)
  on investments                  0.04       (0.45)     0.07       0.17     (0.20)          0.22
-------------------------------------------------------------------------------------------------------
Total from investment
operations                        0.32       (0.05)     0.46       0.59      0.20           0.43
-------------------------------------------------------------------------------------------------------
Less distributions
from net investment
income                           (0.28)      (0.37)    (0.39)     (0.41)    (0.40)         (0.20)
-------------------------------------------------------------------------------------------------------
Net asset value,
end of period                    $6.01       $5.97     $6.39      $6.32     $6.14          $6.34
-------------------------------------------------------------------------------------------------------
CLASS Y RATIOS/SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------------------
Total return                      5.47%      -0.81%     7.54%      9.91%     3.35%          7.20%
Net assets, end of
period (in millions)                $3          $2        $6         $5        $12            $3
Ratio of expenses to
average net assets                0.72%(2)    0.69%     0.61%      0.64%     0.62%          0.63%(2)
Ratio of net
investment income
to average net assets             6.30%(2)    6.00%     6.10%      6.48%     6.52%          6.41%(2)
Portfolio turnover
rate                             23.21%      34.12%    33.87%     35.08%    55.74%         66.38%(2)
-------------------------------------------------------------------------------------------------------
</TABLE>

(1) COMMENCEMENT OF OPERATIONS.

(2) ANNUALIZED.



                                                                              93
<PAGE>

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

GLOBAL BOND FUND (FORMERLY HIGH INCOME FUND II)

This information has been audited by Deloitte & Touche LLP, whose independent
auditors' report, along with the Fund's financial statements for the fiscal year
ended September 30, 2000, is included in the Fund's SAI, which is available upon
request.

For a Class A share outstanding throughout each period(1):

<TABLE>
<CAPTION>

                                               FOR THE FISCAL YEAR ENDED SEPTEMBER 30,
                                  ---------------------------------------------------------------------
                                       2000         1999         1998         1997         1996
-------------------------------------------------------------------------------------------------------
CLASS A PER-SHARE DATA
-------------------------------------------------------------------------------------------------------
<S>                                   <C>           <C>         <C>           <C>         <C>
Net asset value,
beginning of period                    $3.88         $4.12       $4.42        $4.14        $4.03
-------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                 0.33          0.35        0.37         0.36         0.35
  Net realized and unrealized
  gain (loss) on investments           (0.32)        (0.24)      (0.30)        0.28         0.11
-------------------------------------------------------------------------------------------------------
Total from investment
operations                              0.01          0.11        0.07         0.64         0.46
-------------------------------------------------------------------------------------------------------
Less dividends declared
from net investment income             (0.33)        (0.35)      (0.37)       (0.36)       (0.35)
-------------------------------------------------------------------------------------------------------
Net asset value,
end of period                          $3.56         $3.88       $4.12        $4.42        $4.14
-------------------------------------------------------------------------------------------------------
CLASS A RATIOS/SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------------------
Total return(2)                         0.21%         2.66%       1.22%       16.20%       11.90%
Net assets, end of
period (in millions)                   $297          $371        $416         $407         $368
Ratio of expenses to
average net assets                      1.16%         1.06%       0.96%        0.93%        0.95%
Ratio of net investment
income to average net assets            8.79%         8.60%       8.26%        8.54%        8.60%
Portfolio turnover rate                53.79%        46.17%      58.85%       64.38%       55.64%
-------------------------------------------------------------------------------------------------------
</TABLE>

(1) ON JANUARY 12, 1996, FUND SHARES OUTSTANDING WERE DESIGNATED CLASS A SHARES.
    PRIOR TO SEPTEMBER 18, 2000, THE FUND'S PRINCIPAL INVESTMENT STRATEGIES
    INVOLVED INVESTING PRIMARILY IN JUNK BONDS, WITH MINIMAL INVESTMENT IN
    FOREIGN SECURITIES. ALL INFORMATION FOR PERIODS PRIOR TO THAT DATE REFLECTS
    THE OPERATION OF THE FUND UNDER ITS FORMER INVESTMENT STRATEGY.

(2) TOTAL RETURN CALCULATED WITHOUT TAKING INTO ACCOUNT THE SALES LOAD DEDUCTED
    ON AN INITIAL PURCHASE.



94
<PAGE>

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

GLOBAL BOND FUND

For a Class B share outstanding throughout the period(1):

<TABLE>
<CAPTION>

                                                                    FOR THE
                                                                  PERIOD FROM
                                                              10/6/99(2) THROUGH
                                                                   9/30/00
-----------------------------------------------------------------------------------
CLASS B PER-SHARE DATA
-----------------------------------------------------------------------------------
<S>                                                                   <C>
Net asset value, beginning of period                                   $3.88
-----------------------------------------------------------------------------------
Income (loss) from investment operations:
  Net investment income                                                 0.29
  Net realized and unrealized loss on investments                      (0.32)
-----------------------------------------------------------------------------------
Total from investment operations                                       (0.03)
-----------------------------------------------------------------------------------
Less dividends declared from net investment income                     (0.29)
-----------------------------------------------------------------------------------
Net asset value, end of period                                         $3.56
-----------------------------------------------------------------------------------
CLASS B RATIOS/SUPPLEMENTAL DATA
-----------------------------------------------------------------------------------
Total return                                                           -0.87%
Net assets, end of period (in millions)                                    $2
Ratio of expenses to average net assets                                 2.06%(3)
Ratio of net investment income to average net assets                    7.87%(3)
Portfolio turnover rate                                                53.79%(4)
</TABLE>

(1) PRIOR TO SEPTEMBER 18, 2000, THE FUND'S PRINCIPAL INVESTMENT STRATEGIES
    INVOLVED INVESTING PRIMARILY IN JUNK BONDS, WITH MINIMAL INVESTMENT IN
    FOREIGN SECURITIES. ALL INFORMATION PRIOR TO THAT DATE REFLECTS THE
    OPERATION OF THE FUND UNDER ITS FORMER INVESTMENT STRATEGY.

(2) COMMENCEMENT OF OPERATIONS.

(3) ANNUALIZED.

(4) FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000.



                                                                              95
<PAGE>

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

GLOBAL BOND FUND

For a Class C share outstanding throughout the period(1):

<TABLE>
<CAPTION>

                                                                   FOR THE
                                                                 PERIOD FROM
                                                             10/6/99(2) THROUGH
                                                                   9/30/00
-----------------------------------------------------------------------------------
CLASS C PER-SHARE DATA
-----------------------------------------------------------------------------------
<S>                                                                  <C>
Net asset value, beginning of period                                   $3.88
-----------------------------------------------------------------------------------
Income (loss) from investment operations:
  Net investment income                                                 0.29
  Net realized and unrealized loss on investments                      (0.32)
-----------------------------------------------------------------------------------
Total from investment operations                                       (0.03)
-----------------------------------------------------------------------------------
Less dividends declared from net investment income                     (0.29)
-----------------------------------------------------------------------------------
Net asset value, end of period                                         $3.56
-----------------------------------------------------------------------------------
CLASS C RATIOS/SUPPLEMENTAL DATA
-----------------------------------------------------------------------------------
Total return                                                           -0.95%
Net assets, end of period (in thousands)                                 $242
Ratio of expenses to average net assets                                 2.14%(3)
Ratio of net investment income to average net assets                    7.78%(3)
Portfolio turnover rate                                                53.79%(4)
-----------------------------------------------------------------------------------
</TABLE>

(1) PRIOR TO SEPTEMBER 18, 2000, THE FUND'S PRINCIPAL INVESTMENT STRATEGIES
    INVOLVED INVESTING PRIMARILY IN JUNK BONDS, WITH MINIMAL INVESTMENT IN
    FOREIGN SECURITIES. ALL INFORMATION PRIOR TO THAT DATE REFLECTS THE
    OPERATION OF THE FUND UNDER ITS FORMER INVESTMENT STRATEGY.

(2) COMMENCEMENT OF OPERATIONS.

(3) ANNUALIZED.

(4) FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000.



96
<PAGE>

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

GLOBAL BOND FUND

For a Class Y share outstanding throughout each period(1):

<TABLE>
<CAPTION>


                                                 FOR THE FISCAL YEAR                        FOR THE
                                                 ENDED SEPTEMBER 30,                      PERIOD FROM
                                    -----------------------------------------------  2/27/96(2) THROUGH
                                       2000         1999         1998         1997          9/30/96
-------------------------------------------------------------------------------------------------------
CLASS Y PER-SHARE DATA
-------------------------------------------------------------------------------------------------------
<S>                                    <C>          <C>          <C>          <C>         <C>
Net asset value,
beginning of period                    $3.88        $4.12        $4.42        $4.14           $4.15
-------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                 0.34         0.36         0.37         0.37            0.21
  Net realized and
  unrealized gain (loss)
  on investments                       (0.32)       (0.24)       (0.30)        0.28           (0.01)
-------------------------------------------------------------------------------------------------------
Total from investment
operations                              0.02         0.12         0.07         0.65            0.20
-------------------------------------------------------------------------------------------------------
Less dividends declared
from net investment income             (0.34)       (0.36)       (0.37)       (0.37)          (0.21)
-------------------------------------------------------------------------------------------------------
Net asset value, end of period         $3.56        $3.88        $4.12        $4.42           $4.14
-------------------------------------------------------------------------------------------------------
CLASS Y RATIOS/SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------------------
Total return                            0.53%        2.95%        1.38%       16.38%           5.00%
Net assets, end of
period (in millions)                       $3           $3           $2           $2              $2
Ratio of expenses
to average net assets                   0.84%        0.77%        0.79%        0.77%           0.77%(3)
Ratio of net investment
income to average net assets            9.12%        8.89%        8.43%        8.69%           8.83%(3)
Portfolio turnover rate                53.79%       46.17%       58.85%       64.38%          55.64%(3)
-------------------------------------------------------------------------------------------------------
</TABLE>

(1) PRIOR TO SEPTEMBER 18, 2000, THE FUND'S PRINCIPAL INVESTMENT STRATEGIES
    INVOLVED INVESTING PRIMARILY IN JUNK BONDS, WITH MINIMAL INVESTMENT IN
    FOREIGN SECURITIES. ALL INFORMATION FOR PERIODS PRIOR TO THAT DATE REFLECTS
    THE OPERATION OF THE FUND UNDER ITS FORMER INVESTMENT STRATEGY.

(2) COMMENCEMENT OF OPERATIONS.

(3) ANNUALIZED.



                                                                              97
<PAGE>

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

GOVERNMENT SECURITIES FUND

This information has been audited by Deloitte & Touche LLP, whose independent
auditors' report, along with the Fund's financial statements for the fiscal
period ended September 30, 2000, is included in the Fund's SAI, which is
available upon request.

For a Class A share outstanding throughout each period(1):

<TABLE>
<CAPTION>

                            FOR THE                 FOR THE FISCAL YEAR ENDED MARCH 31,
                         FISCAL PERIOD   --------------------------------------------------------------
                         ENDED 9/30/00        2000        1999        1998        1997        1996
-------------------------------------------------------------------------------------------------------
CLASS A PER-SHARE DATA
-------------------------------------------------------------------------------------------------------
<S>                             <C>          <C>         <C>          <C>         <C>         <C>
Net asset value,
beginning of period               $5.22       $5.43       $5.46       $5.19       $5.32       $5.13
-------------------------------------------------------------------------------------------------------
Income from investment
operations:
  Net investment
  income                           0.15        0.31        0.32        0.33        0.33        0.34
  Net realized and
  unrealized gain (loss)
  on investments                   0.05       (0.21)      (0.03)       0.27       (0.13)       0.19
-------------------------------------------------------------------------------------------------------
Total from investment
operations                         0.20        0.10        0.29        0.60        0.20        0.53
-------------------------------------------------------------------------------------------------------
Less dividends declared
from net investment
income                            (0.15)      (0.31)      (0.32)      (0.33)      (0.33)      (0.34)
-------------------------------------------------------------------------------------------------------
Net asset value,
end of period                     $5.27       $5.22       $5.43       $5.46       $5.19       $5.32
-------------------------------------------------------------------------------------------------------
CLASS A RATIOS/SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------------------
Total return(2)                    3.97%       1.82%       5.44%      11.84%       3.75%      10.48%
Net assets, end of
period (in millions)                $114        $117        $134        $131        $129        $146
Ratio of expenses to
average net assets                 1.12%(3)    1.12%       0.96%       0.89%       0.91%       0.83%
Ratio of net investment
income to average
net assets                         5.85%(3)    5.77%       5.82%       6.14%       6.17%       6.34%
Portfolio turnover rate           15.79%      26.78%      37.06%      35.18%      34.18%      63.05%
-------------------------------------------------------------------------------------------------------
</TABLE>

(1) ON JULY 31, 1995, FUND SHARES OUTSTANDING WERE DESIGNATED CLASS A SHARES.

(2) TOTAL RETURN CALCULATED WITHOUT TAKING INTO ACCOUNT THE SALES LOAD DEDUCTED
    ON AN INITIAL PURCHASE.

(3) ANNUALIZED.



98
<PAGE>

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

GOVERNMENT SECURITIES FUND

For a Class B share outstanding throughout each period:

<TABLE>
<CAPTION>

                                                                     FOR THE
                                                FOR THE            PERIOD FROM
                                              FISCAL PERIOD   10/4/99(1) THROUGH
                                              ENDED 9/30/00         3/31/00
--------------------------------------------------------------------------------
CLASS B PER-SHARE DATA
--------------------------------------------------------------------------------
<S>                                           <C>                <C>
Net asset value, beginning of period             $5.22            $5.25
--------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                           0.13             0.13
  Net realized and unrealized gain (loss)
  on investments                                  0.05            (0.03)
--------------------------------------------------------------------------------
Total from investment operations                  0.18             0.10
--------------------------------------------------------------------------------
Less dividends declared from net
investment income                                (0.13)           (0.13)
--------------------------------------------------------------------------------
Net asset value, end of period                   $5.27            $5.22
--------------------------------------------------------------------------------
CLASS B RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------
Total return                                      3.56%            1.88%
Net assets, end of period (in millions)              $2               $1
Ratio of expenses to average net assets           1.92%(2)         1.85%(2)
Ratio of net investment income to average
net assets                                        5.04%(2)         5.19%(2)
Portfolio turnover rate                          15.79%           26.78%(2)
--------------------------------------------------------------------------------
</TABLE>

(1) COMMENCEMENT OF OPERATIONS.

(2) ANNUALIZED.



                                                                              99
<PAGE>

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

GOVERNMENT SECURITIES FUND

For a Class C share outstanding throughout each period:

<TABLE>
<CAPTION>

                                                                    FOR THE
                                                 FOR THE          PERIOD FROM
                                               FISCAL PERIOD  10/8/99(1) THROUGH
                                               ENDED 9/30/00        3/31/00
--------------------------------------------------------------------------------
CLASS C PER-SHARE DATA
--------------------------------------------------------------------------------
<S>                                              <C>                 <C>
Net asset value, beginning of period                   $5.22           $5.23
--------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                 0.13            0.12
  Net realized and unrealized gain (loss)
  on investments                                        0.05           (0.01)
--------------------------------------------------------------------------------
Total from investment operations                        0.18            0.11
--------------------------------------------------------------------------------
Less dividends declared from net investment
income                                                 (0.13)          (0.12)
--------------------------------------------------------------------------------
Net asset value, end of period                         $5.27           $5.22
--------------------------------------------------------------------------------
CLASS C RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------
Total return                                            3.48%           2.08%
Net assets, end of period (in thousands)                 $714            $269
Ratio of expenses to average net assets                 2.06%(2)        2.07%(2)
Ratio of net investment income to average net assets    4.90%(2)        4.98%(2)
Portfolio turnover rate                                15.79%          26.78%(2)
--------------------------------------------------------------------------------
</TABLE>

(1) COMMENCEMENT OF OPERATIONS.

(2) ANNUALIZED.



100
<PAGE>

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

GOVERNMENT SECURITIES FUND

For a Class Y share outstanding throughout each period:

<TABLE>
<CAPTION>

                                                                                         FOR THE
                                                                                       PERIOD FROM
                             FOR THE          FOR THE FISCAL YEAR ENDED MARCH 31,        9/27/95(1)
                          FISCAL PERIOD  --------------------------------------------    THROUGH
                          ENDED 9/30/00     2000        1999        1998        1997     3/31/96
-------------------------------------------------------------------------------------------------------
CLASS Y PER-SHARE DATA
-------------------------------------------------------------------------------------------------------
<S>                           <C>           <C>          <C>         <C>         <C>      <C>
Net asset value,
beginning of period               $5.22       $5.43       $5.46       $5.19       $5.32       $5.33
-------------------------------------------------------------------------------------------------------
Income from investment
operations:
  Net investment
  income                           0.16        0.33        0.33        0.34        0.34        0.17
  Net realized and
  unrealized gain
  (loss) on
  investments                      0.05       (0.21)      (0.03)       0.27       (0.13)      (0.01)
-------------------------------------------------------------------------------------------------------
Total from investment
operations                         0.21        0.12        0.30        0.61        0.21        0.16
-------------------------------------------------------------------------------------------------------
Less dividends declared
from net investment
income                            (0.16)      (0.33)      (0.33)      (0.34)      (0.34)      (0.17)
-------------------------------------------------------------------------------------------------------
Net asset value,
end of period                     $5.27       $5.22       $5.43       $5.46       $5.19       $5.32
-------------------------------------------------------------------------------------------------------
CLASS Y RATIOS/SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------------------
Total return                       4.16%       2.20%       5.71%      12.02%       3.99%       3.04%
Net assets, end of
period (in millions)                  $3          $2          $2          $2          $1          $1
Ratio of expenses
to average net
assets                             0.77%(2)    0.75%       0.68%       0.66%       0.67%       0.60%(2)
Ratio of net
investment income
to average net assets              6.20%(2)    6.15%       6.10%       6.37%       6.41%       6.40%(2)
Portfolio
turnover rate                     15.79%      26.78%      37.06%      35.18%      34.18%      63.05%(2)
-------------------------------------------------------------------------------------------------------
</TABLE>

(1) COMMENCEMENT OF OPERATIONS.

(2) ANNUALIZED.



                                                                             101
<PAGE>

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

HIGH INCOME FUND

This information has been audited by Deloitte & Touche LLP, whose independent
auditors' report, along with the Fund's financial statements for the fiscal
period ended September 30, 2000, is included in the Fund's SAI, which is
available upon request.

For a Class A share outstanding throughout each period(1):

<TABLE>
<CAPTION>

                               FOR THE
                            FISCAL PERIOD              FOR THE FISCAL YEAR ENDED MARCH 31,
                                ENDED     -------------------------------------------------------------
                               9/30/00       2000        1999        1998        1997        1996
-------------------------------------------------------------------------------------------------------
CLASS A PER-SHARE DATA
-------------------------------------------------------------------------------------------------------
<S>                              <C>         <C>        <C>          <C>         <C>         <C>
Net asset value,
beginning of period               $8.54       $9.39      $10.04      $ 9.25       $9.09       $8.70
-------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
  Net investment
  income                           0.37        0.78        0.81        0.82        0.80        0.79
  Net realized and
  unrealized gain
  (loss) on
  investments                     (0.44)      (0.84)      (0.66)       0.79        0.16        0.40
-------------------------------------------------------------------------------------------------------
Total from
investment
operations                        (0.07)      (0.06)       0.15        1.61        0.96        1.19
-------------------------------------------------------------------------------------------------------
Less dividends from
net investment income             (0.37)      (0.79)      (0.80)      (0.82)      (0.80)      (0.80)
-------------------------------------------------------------------------------------------------------
Net asset value,
end of period                     $8.10       $8.54      $ 9.39      $10.04       $9.25       $9.09
-------------------------------------------------------------------------------------------------------
CLASS A RATIOS/SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------------------
Total return(2)                   -0.81%      -0.65%       1.70%      18.03%      10.94%      14.16%
Net assets, end of
period (in millions)                $750        $826      $1,009      $1,102        $983        $972
Ratio of expenses
to average net assets              1.06%(3)    1.04%       0.94%       0.84%       0.89%       0.85%
Ratio of net
investment income
to average net assets              8.94%(3)    8.65%       8.44%       8.38%       8.68%       8.74%
Portfolio turnover rate           24.20%      41.55%      53.19%      63.40%      53.17%      41.67%
-------------------------------------------------------------------------------------------------------
</TABLE>

(1) ON JULY 31, 1995, FUND SHARES OUTSTANDING WERE DESIGNATED CLASS A SHARES.

(2) TOTAL RETURN CALCULATED WITHOUT TAKING INTO ACCOUNT THE SALES LOAD DEDUCTED
    ON AN INITIAL PURCHASE.

(3) ANNUALIZED.



102
<PAGE>

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

HIGH INCOME FUND

For a Class B share outstanding throughout each period:

<TABLE>
<CAPTION>

                                                   FOR THE           FOR THE
                                                 FISCAL PERIOD     PERIOD FROM
                                                    ENDED     10/4/99(1) THROUGH
                                                   9/30/00          3/31/00
--------------------------------------------------------------------------------
CLASS B PER-SHARE DATA
--------------------------------------------------------------------------------
<S>                                                 <C>              <C>
Net asset value, beginning of period                   $8.54           $8.84
--------------------------------------------------------------------------------
Income (loss) from investment operations:
  Net investment income                                 0.33            0.36
  Net realized and unrealized loss on investments      (0.44)          (0.30)
--------------------------------------------------------------------------------
Total from investment operations                       (0.11)           0.06
--------------------------------------------------------------------------------
Less dividends from net investment income              (0.33)          (0.36)
--------------------------------------------------------------------------------
Net asset value, end of period                         $8.10           $8.54
--------------------------------------------------------------------------------
CLASS B RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------
Total return                                           -1.28%           0.61%
Net assets, end of period (in millions)                   $5               $3
Ratio of expenses to average net assets                 1.99%(2)        1.96%(2)
Ratio of net investment income to average net assets    8.02%2          7.79%(2)
Portfolio turnover rate                                24.20%          41.55%(2)
--------------------------------------------------------------------------------
</TABLE>

(1) COMMENCEMENT OF OPERATIONS.

(2) ANNUALIZED.



                                                                             103
<PAGE>

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

HIGH INCOME FUND

For a Class C share outstanding throughout each period:

<TABLE>
<CAPTION>

                                                  FOR THE            FOR THE
                                               FISCAL PERIOD       PERIOD FROM
                                                  ENDED      10/4/99(1) THROUGH
                                                 9/30/00             3/31/00
--------------------------------------------------------------------------------
CLASS C PER-SHARE DATA
--------------------------------------------------------------------------------
<S>                                                   <C>             <C>
Net asset value, beginning of period                     $8.54        $8.84
--------------------------------------------------------------------------------

Income (loss) from investment operations:
  Net investment income                                   0.33         0.36
  Net realized and unrealized loss on investments        (0.43)       (0.30)
--------------------------------------------------------------------------------
Total from investment operations                         (0.10)        0.06
--------------------------------------------------------------------------------
Less dividends from net investment income                (0.33)       (0.36)
--------------------------------------------------------------------------------
Net asset value, end of period                           $8.11        $8.54
--------------------------------------------------------------------------------
CLASS C RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------
Total return                                             -1.28%         0.65%
Net assets, end of period (in thousands)                   $856          $404
Ratio of expenses to average net assets                   2.07%(2)      1.91%(2)
Ratio of net investment income to average net assets      7.94%(2)      7.88%(2)
Portfolio turnover rate                                  24.20%        41.55%(2)
--------------------------------------------------------------------------------
</TABLE>

(1) COMMENCEMENT OF OPERATIONS.

(2) ANNUALIZED.



104
<PAGE>

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

HIGH INCOME FUND

For a Class Y share outstanding throughout each period:

<TABLE>
<CAPTION>

                                                                                          FOR THE
                                 FOR THE                 FOR THE FISCAL                 PERIOD FROM
                              FISCAL PERIOD           YEAR ENDED MARCH 31,               1/4/96(1)
                                 ENDED     --------------------------------------------   THROUGH
                                 9/30/00      2000       1999       1998       1997      3/31/96
-------------------------------------------------------------------------------------------------------
CLASS Y PER-SHARE DATA
-------------------------------------------------------------------------------------------------------
<S>                               <C>         <C>        <C>        <C>        <C>        <C>
Net asset value,
beginning of period                $8.54       $9.39     $10.04     $ 9.25      $9.10       $9.19
-------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
  Net investment
  income                            0.39        0.81       0.83       0.82       0.81        0.20
  Net realized and
  unrealized gain (loss)
  on investments                   (0.44)      (0.84)     (0.66)      0.79       0.15       (0.10)
-------------------------------------------------------------------------------------------------------
Total from investment
operations                         (0.05)      (0.03)      0.17       1.61       0.96        0.10
-------------------------------------------------------------------------------------------------------
Less dividends from
net investment income              (0.39)      (0.82)     (0.82)     (0.82)     (0.81)      (0.19)
-------------------------------------------------------------------------------------------------------
Net asset value,
end of period                      $8.10       $8.54     $ 9.39     $10.04      $9.25       $9.10
-------------------------------------------------------------------------------------------------------
CLASS Y RATIOS/SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------------------
Total return                       -0.69%      -0.39%      1.90%     18.13%     11.07%       1.00%
Net assets, end of
period (in millions)                   $2          $2         $2         $3         $3          $2
Ratio of expenses
to average net assets               0.80%(2)    0.79%      0.74%      0.77%      0.77%       0.80%(2)
Ratio of net
investment income
to average net assets               9.21%(2)    8.91%      8.62%      8.46%      8.78%       8.55%(2)
Portfolio turnover rate            24.20%      41.55%     53.19%     63.40%     53.17%      41.67%(2)
-------------------------------------------------------------------------------------------------------
</TABLE>

(1) COMMENCEMENT OF OPERATIONS.

(2) ANNUALIZED.



                                                                             105
<PAGE>

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

MUNICIPAL BOND FUND

This information has been audited by Deloitte & Touche LLP, whose independent
auditors' report, along with the Fund's financial statements for the fiscal year
ended September 30, 2000, is included in the Fund's SAI, which is available upon
request.

For a Class A share outstanding throughout each period(1):

<TABLE>
<CAPTION>

                                                 FOR THE FISCAL YEAR ENDED SEPTEMBER 30,
                                     ---------------------------------------------------------
                                             2000      1999      1998      1997      1996
-------------------------------------------------------------------------------------------------------
CLASS A PER-SHARE DATA
-------------------------------------------------------------------------------------------------------
<S>                                    <C>           <C>          <C>          <C>          <C>
Net asset value,
beginning of period                          $6.90      $7.63     $7.47     $7.32     $7.25
-------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
  Net investment income                       0.35       0.36      0.37      0.38      0.39
  Net realized and unrealized
  gain (loss) on investments                 (0.08)     (0.61)     0.25      0.30      0.12
-------------------------------------------------------------------------------------------------------
Total from investment
operations                                    0.27      (0.25)     0.62      0.68      0.51
-------------------------------------------------------------------------------------------------------
Less distributions:
  From net investment income                 (0.35)     (0.37)    (0.37)    (0.37)    (0.39)
  From capital gains                         (0.03)     (0.11)    (0.09)    (0.16)    (0.05)
  In excess of capital gains                 (0.04)     (0.00)    (0.00)    (0.00)    (0.00)
-------------------------------------------------------------------------------------------------------
Total distributions                          (0.42)     (0.48)    (0.46)    (0.53)    (0.44)
-------------------------------------------------------------------------------------------------------
Net asset value, end of period               $6.75      $6.90     $7.63     $7.47     $7.32
-------------------------------------------------------------------------------------------------------
  CLASS A RATIOS/SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------------------
Total return(2)                               4.24%     -3.46%     8.67%     9.77%     7.16%
Net assets, end of
period (in millions)                           $739       $874      $997      $994      $997
Ratio of expenses to
average net assets                            0.89%      0.79%     0.72%     0.67%     0.68%
Ratio of net investment
income to average net assets                  5.23%      4.98%     4.95%     5.14%     5.23%
Portfolio turnover rate                      15.31%     30.93%    50.65%    47.24%    74.97%
-------------------------------------------------------------------------------------------------------
</TABLE>

(1) ON JANUARY 21, 1996, FUND SHARES OUTSTANDING WERE DESIGNATED CLASS A SHARES.

(2) TOTAL RETURN CALCULATED WITHOUT TAKING INTO ACCOUNT THE SALES LOAD DEDUCTED
    ON AN INITIAL PURCHASE.



106
<PAGE>

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

MUNICIPAL BOND FUND

For a Class B share outstanding throughout the period:

<TABLE>
<CAPTION>

                                                                     FOR THE
                                                                  PERIOD FROM
                                                              10/5/99(1) THROUGH
                                                                    9/30/00
--------------------------------------------------------------------------------
CLASS B PER-SHARE DATA
--------------------------------------------------------------------------------
<S>                                                                <C>
Net asset value, beginning of period                               $6.87
--------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                             0.28
  Net realized and unrealized loss on investments                  (0.05)
--------------------------------------------------------------------------------
Total from investment operations                                    0.23
--------------------------------------------------------------------------------
Less distributions:
  From net investment income                                       (0.29)
  From capital gains                                               (0.03)
  In excess of capital gains                                       (0.04)
--------------------------------------------------------------------------------
Total distributions                                                (0.36)
--------------------------------------------------------------------------------
Net asset value, end of period                                     $6.74
--------------------------------------------------------------------------------
CLASS B RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------
Total return                                                        3.56%
Net assets, end of period (in millions)                                $1
Ratio of expenses to average net assets                             1.86%(2)
Ratio of net investment income to average net assets                4.17%(2)
Portfolio turnover rate                                            15.31%(3)
--------------------------------------------------------------------------------
</TABLE>

(1) COMMENCEMENT OF OPERATIONS.

(2) ANNUALIZED.

(3) FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000.



                                                                             107
<PAGE>

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

MUNICIPAL BOND FUND

For a Class C share outstanding throughout the period:

<TABLE>
<CAPTION>

                                                                   FOR THE
                                                                  PERIOD FROM
                                                              10/7/99(1) THROUGH
                                                                   9/30/00
--------------------------------------------------------------------------------
CLASS C PER-SHARE DATA
--------------------------------------------------------------------------------
<S>                                                               <C>
Net asset value, beginning of period                                   $6.87
--------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                                 0.29
  Net realized and unrealized loss on investments                      (0.06)
--------------------------------------------------------------------------------
Total from investment operations                                        0.23
--------------------------------------------------------------------------------
Less distributions:
  From net investment income                                           (0.29)
  From capital gains                                                   (0.03)
  In excess of capital gains                                           (0.04)
--------------------------------------------------------------------------------
Total distributions                                                    (0.36)
--------------------------------------------------------------------------------
Net asset value, end of period                                         $6.74
--------------------------------------------------------------------------------
CLASS C RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------
Total return                                                            3.56%
Net assets, end of period (in millions)                                    $1
Ratio of expenses to average net assets                                 1.84%(2)
Ratio of net investment income to average net assets                    4.18%(2)
Portfolio turnover rate                                                15.31%(3)
--------------------------------------------------------------------------------
</TABLE>

(1) COMMENCEMENT OF OPERATIONS.

(2) ANNUALIZED.

(3) FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000.



108
<PAGE>

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

MUNICIPAL BOND FUND

For a Class Y share outstanding throughout each period:

<TABLE>
<CAPTION>

                                                  FOR THE          FOR THE
                                                FISCAL YEAR       PERIOD FROM
                                                  ENDED      12/30/98(1) THROUGH
                                                 9/30/00           9/30/99
--------------------------------------------------------------------------------
CLASS Y PER-SHARE DATA
--------------------------------------------------------------------------------
<S>                                                  <C>            <C>
Net asset value, beginning of period                      $6.90        $7.41
--------------------------------------------------------------------------------
Income (loss) from investment operations:
  Net investment income                                    0.36(2)      0.28
  Net realized and unrealized loss on investments         (0.08)(2)    (0.51)
--------------------------------------------------------------------------------
Total from investment operations                           0.28        (0.23)
--------------------------------------------------------------------------------
Less distributions
  From net investment income                              (0.36)       (0.28)
  From capital gains                                      (0.03)       (0.00)
  In excess of capital gains                              (0.04)       (0.00)
--------------------------------------------------------------------------------
Total distributions                                       (0.43)       (0.28)
--------------------------------------------------------------------------------
Net asset value, end of period                            $6.75        $6.90
--------------------------------------------------------------------------------
CLASS Y RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------
Total return                                               4.32%       -3.21%
Net assets, end of period (in thousands)                      $2           $2
Ratio of expenses to average net assets                    0.71%        0.67%(3)
Ratio of net investment income to average net assets       5.38%        5.08%(3)
Portfolio turnover rate                                   15.31%       30.93%(4)
--------------------------------------------------------------------------------
</TABLE>

(1) COMMENCEMENT OF OPERATIONS.

(2) BASED ON AVERAGE WEEKLY SHARES OUTSTANDING.

(3) ANNUALIZED.

(4) FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1999.



                                                                             109
<PAGE>

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

MUNICIPAL HIGH INCOME FUND

This information has been audited by Deloitte & Touche LLP, whose independent
auditors' report, along with the Fund's financial statements for the fiscal year
ended September 30, 2000, is included in the Fund's SAI, which is available upon
request.

For a Class A share outstanding throughout each period(1):

<TABLE>
<CAPTION>

                                                   FOR THE FISCAL YEAR ENDED SEPTEMBER 30,
                                                -------------------------------------------------
                                                  2000       1999       1998       1997      1996
-------------------------------------------------------------------------------------------------------
CLASS A PER-SHARE DATA
-------------------------------------------------------------------------------------------------------
<S>                                              <C>         <C>        <C>       <C>        <C>
Net asset value,
beginning of period                              $5.19        $5.69      $5.55      $5.31      $5.27
-------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
  Net investment income                           0.30         0.31        0.32      0.34       0.34
  Net realized and unrealized
  gain (loss) on investments                     (0.27)       (0.37)       0.21      0.25       0.04
-------------------------------------------------------------------------------------------------------
Total from investment
operations                                        0.03        (0.06)       0.53      0.59       0.38
-------------------------------------------------------------------------------------------------------
Less distributions:
  Declared from net
  investment income                              (0.30)       (0.31)      (0.32)    (0.34)     (0.34)
  From capital gains                             (0.00)       (0.13)      (0.07)    (0.01)     (0.00)
  In excess of capital gains                     (0.00)(2)    (0.00)(2)   (0.00)    (0.00)     (0.00)
-------------------------------------------------------------------------------------------------------
Total distributions                              (0.30)       (0.44)      (0.39)    (0.35)     (0.34)
-------------------------------------------------------------------------------------------------------
Net asset value, end of period                   $4.92        $5.19       $5.69     $5.55      $5.31
-------------------------------------------------------------------------------------------------------
CLASS A RATIOS/SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------------------
Total return(3)                                   0.83%       -1.22%       9.88%    11.45%      7.40%
Net assets, end of
period (in millions)                               $417         $510        $522      $474       $400
Ratio of expenses to
average net assets                                0.94%        0.87%       0.82%     0.78%      0.81%
Ratio of net investment
income to average net assets                      6.08%        5.59%       5.72%     6.19%      6.41%
Portfolio turnover rate                          22.41%       26.83%      35.16%    19.47%     26.91%
-------------------------------------------------------------------------------------------------------
</TABLE>

(1) ON JANUARY 30, 1996, FUND SHARES OUTSTANDING WERE DESIGNATED CLASS A SHARES.

(2) NOT SHOWN DUE TO ROUNDING.

(3) TOTAL RETURN CALCULATED WITHOUT TAKING INTO ACCOUNT THE SALES LOAD DEDUCTED
    ON AN INITIAL PURCHASE.



110
<PAGE>

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

MUNICIPAL HIGH INCOME FUND

For a Class B share outstanding throughout the period:

<TABLE>
<CAPTION>

                                                                    FOR THE
                                                                  PERIOD FROM
                                                             10/5/99(1) THROUGH
                                                                    9/30/00
--------------------------------------------------------------------------------
CLASS B PER-SHARE DATA
--------------------------------------------------------------------------------
<S>                                                                <C>
Net asset value, beginning of period                                  $5.16
--------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                                0.25
  Net realized and unrealized loss on investments                     (0.24)
--------------------------------------------------------------------------------
Total from investment operations                                       0.01
--------------------------------------------------------------------------------
Less distributions:
  Declared from net investment income                                 (0.25)
  From capital gains                                                  (0.00)
  In excess of capital gains                                          (0.00)(2)
--------------------------------------------------------------------------------
Total distributions                                                   (0.25)
--------------------------------------------------------------------------------
Net asset value, end of period                                        $4.92
--------------------------------------------------------------------------------
CLASS B RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------
Total return                                                            0.29%
Net assets, end of period (in millions)                                    $1
Ratio of expenses to average net assets                                 1.89%(3)
Ratio of net investment income to average net assets                    5.16%(3)
Portfolio turnover rate                                                22.41%(4)
--------------------------------------------------------------------------------
</TABLE>

(1) COMMENCEMENT OF OPERATIONS.

(2) NOT SHOWN DUE TO ROUNDING.

(3) ANNUALIZED.

(4) FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000.



                                                                             111
<PAGE>

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

MUNICIPAL HIGH INCOME FUND

For a Class C share outstanding throughout the period:

<TABLE>
<CAPTION>

                                                                   FOR THE
                                                                  PERIOD FROM
                                                              10/8/99(1) THROUGH
                                                                    9/30/00
--------------------------------------------------------------------------------
CLASS C PER-SHARE DATA
--------------------------------------------------------------------------------
<S>                                                                 <C>
Net asset value, beginning of period                                   $5.16
--------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                                 0.25
  Net realized and unrealized loss on investments                      (0.24)
--------------------------------------------------------------------------------
Total from investment operations                                        0.01
--------------------------------------------------------------------------------
Less distributions:
  Declared from net investment income                                  (0.25)
  From capital gains                                                   (0.00)
  In excess of capital gains                                           (0.00)(2)
--------------------------------------------------------------------------------
Total distributions                                                    (0.25)
--------------------------------------------------------------------------------
Net asset value, end of period                                         $4.92
--------------------------------------------------------------------------------
CLASS C RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------
Total return                                                            0.26%
Net assets, end of period (in thousands)                                 $822
Ratio of expenses to average net assets                                 1.91%(3)
Ratio of net investment income to average net assets                    5.13%(3)
Portfolio turnover rate                                                22.41%(4)
--------------------------------------------------------------------------------
</TABLE>

(1) COMMENCEMENT OF OPERATIONS.

(2) NOT SHOWN DUE TO ROUNDING.

(3) ANNUALIZED.

(4) FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000.



112
<PAGE>

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

MUNICIPAL HIGH INCOME FUND

For a Class Y share outstanding throughout each period:

<TABLE>
<CAPTION>

                                                 FOR THE             FOR THE             FOR THE
                                               FISCAL YEAR         PERIOD FROM         PERIOD FROM
                                                   ENDED       12/30/98(1) THROUGH    7/1/98(1) TO
                                                  9/30/00             9/30/99             8/25/98
-------------------------------------------------------------------------------------------------------
CLASS Y PER-SHARE DATA
-------------------------------------------------------------------------------------------------------
<S>                                               <C>                  <C>                  <C>
Net asset value, beginning of period               $5.19                $5.65                $5.64
-------------------------------------------------------------------------------------------------------

Income (loss) from investment operations:
  Net investment income                             0.30                 0.24                 0.05
  Net realized and unrealized
  gain (loss) on investments                       (0.27)               (0.33)                0.01
-------------------------------------------------------------------------------------------------------
Total from investment operations                    0.03                (0.09)                0.06
-------------------------------------------------------------------------------------------------------
Less distributions:
  Declared from net investment income              (0.30)               (0.24)               (0.05)
  From capital gains                               (0.00)               (0.13)               (0.00)
  In excess of capital gains                       (0.00)(2)            (0.00)(2)            (0.00)
-------------------------------------------------------------------------------------------------------
Total distributions                                (0.30)               (0.37)               (0.05)
-------------------------------------------------------------------------------------------------------
Net asset value, end of period                     $4.92                $5.19                $5.65
-------------------------------------------------------------------------------------------------------
CLASS Y RATIOS/SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------------------
Total return                                        0.97%               -1.53%                1.07%
Net assets, end of period (in thousands)            $18                   $2                   $0
Ratio of expenses to average net assets             1.08%                0.80%(3)             0.61%(3)
Ratio of net investment income
to average net assets                               5.96%                5.68%(3)             5.99%(3)
Portfolio turnover rate                            22.41%               26.83%(4)            35.16%(3)
-------------------------------------------------------------------------------------------------------
</TABLE>

(1) CLASS Y SHARES COMMENCED OPERATIONS ON JULY 1, 1998 AND CONTINUED OPERATIONS
    UNTIL AUGUST 25, 1998 WHEN ALL VALUE SHOWN IN THE TABLE. OPERATIONS
    RECOMMENCED ON DECEMBER 30, 1998.

(2) NOT SHOWN DUE TO ROUNDING.

(3) ANNUALIZED.

(4) FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1999.



                                                                             113
<PAGE>

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

CASH MANAGEMENT

This information has been audited by Deloitte & Touche LLP, whose independent
auditors' report, along with the Fund's financial statements for the fiscal
period ended September 30, 2000, is included in the Fund's SAI, which is
available upon request.

For a Class A share outstanding throughout each period(1):

<TABLE>
<CAPTION>

                                      FOR THE
                                    FISCAL PERIOD         FOR THE FISCAL YEAR ENDED JUNE 30,
                                        ENDED     -----------------------------------------------------
                                       9/30/00      2000       1999      1998      1997      1996
-------------------------------------------------------------------------------------------------------
CLASS A PER-SHARE DATA
-------------------------------------------------------------------------------------------------------
<S>                                   <C>          <C>         <C>       <C>       <C>       <C>
Net asset value,
beginning of period                    $1.00       $1.00     $1.00      $1.00     $1.00     $1.00
-------------------------------------------------------------------------------------------------------
Net investment income                   0.0148      0.0511    0.0455     0.0484    0.0472    0.0487
Less dividends declared                (0.0148)    (0.0511)  (0.0455)   (0.0484)  (0.0472)  (0.0487)
-------------------------------------------------------------------------------------------------------
Net asset value,
end of period                          $1.00       $1.00     $1.00      $1.00     $1.00     $1.00
-------------------------------------------------------------------------------------------------------
CLASS A RATIOS/SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------------------
Total return                            1.50%       5.18%     4.67%      4.93%     4.80%     5.01%
Net assets, end of
period (in millions)                     $875        $782      $667       $533      $514      $402
Ratio of expenses to
average net assets                      0.81%(2)    0.83%     0.83%      0.89%     0.87%     0.91%
Ratio of net investment
income to average net assets            5.92%(2)    5.08%     4.54%      4.84%     4.70%     4.89%
-------------------------------------------------------------------------------------------------------
</TABLE>

(1) ON SEPTEMBER 5, 1995, FUND SHARES OUTSTANDING WERE DESIGNATED CLASS A
    SHARES.

(2) ANNUALIZED.



114
<PAGE>

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

CASH MANAGEMENT

For a Class B share outstanding throughout each period:

<TABLE>
<CAPTION>

                                                  FOR THE           FOR THE
                                               FISCAL PERIOD      PERIOD FROM
                                                   ENDED       9/9/99(1) THROUGH
                                                  9/30/00           6/30/00
--------------------------------------------------------------------------------
CLASS B PER-SHARE DATA
--------------------------------------------------------------------------------
<S>                                               <C>             <C>
Net asset value, beginning of period                    $1.00          $1.00
--------------------------------------------------------------------------------
Net investment income                                    0.0133         0.0346
Less dividends declared                                 (0.0133)       (0.0346)
--------------------------------------------------------------------------------
Net asset value, end of period                          $1.00          $1.00
--------------------------------------------------------------------------------
CLASS B RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------
Total return                                             1.29%          3.43%
Net assets, end of period (in millions)                     $2             $3
Ratio of expenses to average net assets                  1.43%(2)       1.67%(2)
Ratio of net investment income to average net assets     5.29%(2)       4.49%(2)
--------------------------------------------------------------------------------
</TABLE>

(1) COMMENCEMENT OF OPERATIONS.

(2) ANNUALIZED.



                                                                             115
<PAGE>

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

CASH MANAGEMENT

For a Class C share outstanding throughout each period:

<TABLE>
<CAPTION>

                                                   FOR THE           FOR THE
                                                 FISCAL PERIOD     PERIOD FROM
                                                     ENDED     9/9/99(1) THROUGH
                                                    9/30/00          6/30/00
--------------------------------------------------------------------------------
CLASS C PER-SHARE DATA
--------------------------------------------------------------------------------
<S>                                                <C>              <C>
Net asset value, beginning of period                     $1.00          $1.00
--------------------------------------------------------------------------------
Net investment income                                     0.0126         0.0335
Less dividends declared                                  (0.0126)       (0.0335)
--------------------------------------------------------------------------------
Net asset value, end of period                           $1.00          $1.00
--------------------------------------------------------------------------------
CLASS C RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------
Total return                                              1.29%         3.32%
Net assets, end of period (in millions)                      $1            $1
--------------------------------------------------------------------------------
Ratio of expenses to average net assets                   1.68%(2)      1.82%(2)
Ratio of net investment income to average net assets      5.05%(2)      4.45%(2)
--------------------------------------------------------------------------------
</TABLE>

(1) COMMENCEMENT OF OPERATIONS.

(2) ANNUALIZED.



116
<PAGE>














             This space is intended for your notes and calculations.









                                                                             117
<PAGE>










             This space is intended for your notes and calculations.












118
<PAGE>

--------------------------------------------------------------------------------
WADDELL & REED ADVISORS FUNDS


CUSTODIAN
UMB Bank, n.a.
928 Grand Boulevard
Kansas City, Missouri 64141

LEGAL COUNSEL
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Washington, D. C. 20036

INDEPENDENT AUDITORS
Deloitte & Touche LLP
1010 Grand Boulevard
Kansas City, Missouri
64106-2232

INVESTMENT MANAGER
Waddell & Reed Investment
Management Company
6300 Lamar Avenue
P. O. Box 29217
Shawnee Mission, Kansas
66201-9217
913-236-2000
888-WADDELL

UNDERWRITER
Waddell & Reed, Inc.
6300 Lamar Avenue
P. O. Box 29217
Shawnee Mission, Kansas
66201-9217
913-236-2000
888-WADDELL


SHAREHOLDER SERVICING AGENT
Waddell & Reed
Services Company
6301 Glenwood
P. O. Box 29217
Shawnee Mission, Kansas
66201-9217
913-236-2000
888-WADDELL


ACCOUNTING SERVICES AGENT
Waddell & Reed
Services Company
6301 Glenwood
P. O. Box 29217
Shawnee Mission, Kansas
66201-9217
913-236-2000
888-WADDELL



119
<PAGE>

--------------------------------------------------------------------------------
WADDELL & REED ADVISORS FUNDS

You can get more information about each Fund in its--

-    STATEMENT OF ADDITIONAL INFORMATION (SAI), which contains detailed
     information about the Fund, particularly the investment policies and
     practices. You may not be aware of important information about the Fund
     unless you read both the Prospectus and the SAI. The current SAI is on file
     with the Securities and Exchange Commission (SEC) and it is incorporated
     into this Prospectus by reference (that is, the SAI is legally part of the
     Prospectus).

-    ANNUAL AND SEMIANNUAL REPORTS TO SHAREHOLDERS, which detail the Fund's
     actual investments and include financial statements as of the close of the
     particular annual or semiannual period. The annual report also contains a
     discussion of the market conditions and investment strategies that
     significantly affected the Fund's performance during the year covered by
     the report.

To request a copy of a Fund's current SAI or copies of its most recent Annual
and Semiannual reports, without charge, or for other inquiries, contact the Fund
or Waddell & Reed, Inc. at the address and telephone number below. Copies of the
SAI, Annual and/or Semiannual reports may also be requested via e-mail at
[email protected].

Information about the Funds (including the current SAI and most recent Annual
and Semiannual Reports) is available from the SEC's web site at
http://www.sec.gov and may also be obtained, after paying a duplicating fee, by
electronic request at [email protected] or from the SEC's Public Reference Room
in Washington, D.C. You can find out about the operation of the Public Reference
Room and applicable copying charges by calling 202-942-8090.


   The Funds' SEC file numbers are as follows:
      Waddell & Reed Advisors Funds, Inc. Bond Fund: 811-2552
      Waddell & Reed Advisors Cash Management, Inc.: 811-2922
      Waddell & Reed Advisors Global Bond Fund, Inc.: 811-4520
      Waddell & Reed Advisors Government Securities Fund, Inc.: 811-3458
      Waddell & Reed Advisors High Income Fund, Inc.: 811-2907
      Waddell & Reed Advisors Municipal Bond Fund, Inc.: 811-2657
      Waddell & Reed Advisors Municipal High Income Fund, Inc.: 811-4427
      Waddell & Reed Advisors Municipal Money Market Fund, Inc.: 811-10137


[LOGO] WADDELL & REED
FINANCIAL SERVICES
---------------------------
INVESTING. WITH A PLAN-SM-.

Waddell & Reed, Inc.
6300 Lamar Avenue, P. O. Box 29217
Shawnee Mission, Kansas 66201-9217
913-236-2000
888-WADDELL


<PAGE>





                WADDELL & REED ADVISORS MUNICIPAL BOND FUND, INC.

                                6300 Lamar Avenue

                                 P. O. Box 29217

                       Shawnee Mission, Kansas 66201-9217

                                  913-236-2000
                                   888-WADDELL


                                December 15, 2000




                       STATEMENT OF ADDITIONAL INFORMATION



         This Statement of Additional Information (the SAI) is not a prospectus.
Investors should read this SAI in conjunction with the prospectus (Prospectus)
for the Waddell & Reed Advisors Municipal Bond Fund, Inc. (the Fund), dated
December 15, 2000, which may be obtained from the Fund or its underwriter,
Waddell & Reed, Inc., at the address or telephone number shown above.



<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

<S>                                                                   <C>
         Performance Information ...................................    2

         Investment Strategies, Policies and Practices .............    5

         Investment Management and Other Services ..................   33

         Purchase, Redemption and Pricing of Shares ................   39

         Directors and Officers ....................................   51

         Payments to Shareholders ..................................   58

         Taxes .....................................................   59

         Portfolio Transactions and Brokerage ......................   64

         Other Information .........................................   66

         Appendix A ................................................   68

         Financial Statements ......................................   74
</TABLE>


<PAGE>



         Waddell & Reed Advisors Municipal Bond Fund, Inc. is a mutual fund; an
investment that pools shareholders' money and invests it toward a specified
goal. In technical terms, the Fund is an open-end, diversified management
company organized as a Maryland corporation on September 29, 1976. Prior to June
30, 2000, the Fund was known as United Municipal Bond Fund, Inc.


                             PERFORMANCE INFORMATION

         Waddell & Reed, Inc., the Fund's underwriter, or the Fund may, from
time to time, publish the Fund's total return information, yield information
and/or performance rankings in advertisements and sales materials.



                             PERFORMANCE INFORMATION

         Waddell & Reed, Inc., the Fund's underwriter, or the Fund may, from
time to time, publish the Fund's total return information and/or performance
rankings in advertisements and sales materials.



TOTAL RETURN

         Total return is the overall change in the value of an investment over a
given period of time. An average annual total return quotation is computed by
finding the average annual compounded rates of return over the one-, five-, and
ten-year periods that would equate the initial amount invested to the ending
redeemable value. Standardized total return information is calculated by
assuming an initial $1,000 investment and, for Class A shares, deducting the
maximum sales load of 4.25%. All dividends and distributions are assumed to be
reinvested in shares of the applicable class at net asset value (NAV) for the
class as of the day the dividend or distribution is paid. No sales load is
charged on reinvested dividends or distributions on Class A shares. The formula
used to calculate the total return for a particular class of the Fund is:

              n
      P(1 + T)  =    ERV

     Where :  P =    $1,000 initial payment
              T =    Average annual total return
              n =    Number of years
            ERV =    Ending redeemable value of the $1,000
                     investment for the periods shown.

         Non-standardized performance information may also be presented. For
example, the Fund may also compute total return for its Class A shares without
deduction of the sales load in which case the same formula noted above will be
used but the entire amount of the $1,000 initial payment will be assumed to


                                       2
<PAGE>

have been invested. If the sales charge applicable to Class A shares were
reflected, it would reduce the performance quoted for that class.


         The average annual total return quotations for Class A shares as of
September 30, 2000, which is the most recent balance sheet included in this SAI,
for the periods shown were as follows:



<TABLE>
<CAPTION>
                                                          With         Without
                                                       Sales Load     Sales Load
                                                        Deducted       Deducted

<S>                                                    <C>            <C>
One year period from October 1, 1999 to
     September 30, 2000:                                  -0.19%          4.24%

Five-year period from October 1, 1995 to
     September 30, 2000:                                   4.26%          5.17%

Ten-year period from October 1, 1990 to
     September 30, 2000:                                   6.89%          7.36%
</TABLE>


         Prior to January 21, 1996, the Fund offered only one class of shares to
the public. Shares outstanding on that date were designated as Class A shares.
Since that date, Class Y shares of the Fund have been available to certain
institutional investors.


         The cumulative total return quotation for Class B shares with the
maximum deferred sales charge deducted as of September 30, 2000, which is the
most recent balance sheet included in this SAI, for the period since class
inception on October 5, 1999 to September 30, 2000 was -1.35%.

         The cumulative total return quotation for Class B shares without the
maximum deferred sales charge deducted as of September 30, 2000, which is the
most recent balance sheet included in this SAI, for the period since class
inception on October 5, 1999 to September 30, 2000 was 3.56%.

         The cumulative total return quotation for Class C shares with the
maximum deferred sales charge deducted as of September 30, 2000, which is the
most recent balance sheet included in this SAI, for the period since class
inception on October 7, 1999 to September 30, 2000 was 2.58%.

         The cumulative total return quotation for Class C shares without the
maximum deferred sales charge deducted as of September 30, 2000, which is the
most recent balance sheet included in this SAI, for the period since class
inception on October 7, 1999 to September 30, 2000 was 3.56%.

         The average annual total return quotation for Class Y shares as of
September 30, 2000, which is the most recent balance sheet included in this SAI,
for the periods shown were as follows:



                                       3
<PAGE>


<TABLE>
<S>                                                       <C>
One-year period from October 1, 1999 to
     September 30, 2000:                                   4.32%
Period from December 30, 1998* to
     September 30, 2000:                                   0.55%
*Commencement of operations.
</TABLE>


         The Fund may also quote unaveraged or cumulative total return for a
class which reflects the change in value of an investment in that class over a
stated period of time. Cumulative total returns will be calculated according to
the formula indicated above but without averaging the rate for the number of
years in the period.


YIELD


         Yield refers to the income generated by an investment in the Fund over
a given period of time. A yield quoted for a class of the Fund is computed by
dividing the net investment income per share of that class earned during the
period for which the yield is shown by the maximum offering price per share of
that class on the last day of that period according to the following formula:

                                    6
         Yield = 2 ((((a - b)/cd)+1)  -1)

Where with respect to a particular class of the Fund:
              a =     dividends and interest earned during the period.
              b =     expenses accrued for the period (net of reimbursements).
              c =     the average daily number of shares of the class
                      outstanding during the period that were entitled to
                      receive dividends.
              d =     the maximum offering price per share of the class on
                      the last day of the period.


         The yield for Class A shares of the Fund computed according to the
formula for the 30-day period ended on September 30, 2000, the date of the most
recent balance sheet included in this SAI, is 4.93%. The yield for Class B
shares of the Fund computed according to the formula for the 30-day period ended
on September 30, 2000, the date of the most recent balance sheet included in
this SAI, is 4.06%. The yield for Class C shares of the Fund computed according
to the formula for the 30-day period ended on September 30, 2000, the date of
the most recent balance sheet included in this SAI, is 4.10%. The yield for
Class Y shares of the Fund computed according to the formula for the 30-day
period ended on September 30, 2000, the date of the most recent balance sheet
included in this SAI, is 5.09%.


         The Fund may also advertise or include in sales material its
tax-equivalent yield, which is calculated by applying the stated income tax rate
to only the net investment income exempt from taxation according to a standard
formula which provides for computation of tax-equivalent yield by dividing that
portion of


                                       4
<PAGE>

the Fund's yield which is tax exempt by one minus a stated income tax rate and
adding the product to that portion, if any, of the yield of the Fund that is not
tax-exempt.


         The tax-equivalent yield for Class A shares computed according to the
formula for the 30-day period ended on September 30, 2000, the date of the most
recent balance sheet included in this SAI, is 5.73%, 6.69%, 6.96%, 7.48% and
7.90% for marginal tax brackets of 15%, 28%, 31%, 36% and 39.6%, respectively.
The tax-equivalent yield for Class B shares for the 30-day period ended on
September 30, 2000 is 4.72%, 5.51%, 5.73%, 6.15% and 6.50% for marginal tax
brackets of 15%, 28%, 31%, 36% and 39.6%, respectively. The tax-equivalent yield
for Class C shares for the 30-day period ended on September 30, 2000 is 4.77%,
5.57%, 5.79%, 6.22% and 6.57% for marginal tax brackets of 15%, 28%, 31%, 36%
and 39.6%, respectively. The tax-equivalent yield for Class Y shares for the
30-day period ended on September 30, 2000 is 5.91%, 6.90%, 7.18%, 7.70% and
8.14% for marginal tax brackets of 15%, 28%, 31%, 36% and 39.6%, respectively.


         Change in yields primarily reflect different interest rates received by
the Fund as its portfolio securities change. Yield is also affected by portfolio
quality, portfolio maturity, type of securities held and operating expenses of
the applicable class.


PERFORMANCE RANKINGS AND OTHER INFORMATION

         Waddell & Reed, Inc. or the Fund may also, from time to time, publish
in advertisements or sales material its performance rankings as published by
recognized independent mutual fund statistical services such as Lipper
Analytical Services, Inc., or by publications of general interest such as
FORBES, MONEY, THE WALL STREET JOURNAL, BUSINESS WEEK, BARRON'S, FORTUNE or
MORNINGSTAR MUTUAL FUND VALUES. Each class of the Fund may also compare its
performance to that of other selected mutual funds or selected recognized market
indicators such as the Standard & Poor's 500 Composite Stock Price Index and the
Dow Jones Industrial Average. Performance information may be quoted numerically
or presented in a table, graph or other illustration. In connection with a
ranking, the Fund may provide additional information, such as the particular
category to which it related, the number of funds in the category, the criteria
upon which the ranking is based, and the effect of sales charges, fee waivers
and/or expense reimbursements.

         Performance information for the Fund may be accompanied by information
about market conditions and other factors that affected the Fund's performance
for the period(s) shown.

         All performance information that the Fund advertises or includes in
sales material is historical in nature and is not intended to represent or
guarantee future results. The value of


                                       5
<PAGE>

the Fund's shares when redeemed may be more or less than their original cost.


                  INVESTMENT STRATEGIES, POLICIES AND PRACTICES

         This SAI supplements the information contained in the Prospectus and
contains more detailed information about the investment strategies and policies
the Fund's investment manager, Waddell & Reed Investment Management Company
(WRIMCO), may employ and the types of instruments in which the Fund may invest,
in pursuit of the Fund's goal. A summary of the risks associated with these
instrument types and investment practices is included as well.


         WRIMCO might not buy all of these instruments or use all of these
techniques, or use them to the full extent permitted by the Fund's investment
policies and restrictions. WRIMCO buys an instrument or uses a technique only if
it believes that doing so will help the Fund achieve its goal. See Investment
Restrictions and Limitations for a listing of the fundamental and
non-fundamental (e.g., operating) investment restrictions and policies of the
Fund.


     MUNICIPAL BONDS

         Municipal bonds are issued by a wide range of state and local
governments, agencies and authorities for various public purposes. The two main
kinds of municipal bonds are general obligation bonds and revenue bonds. For
general obligation bonds, the issuer has pledged its full faith, credit and
taxing power for the payment of principal and interest. Revenue bonds are
payable only from specific sources; these may include revenues from a particular
facility or class of facilities or special tax or other revenue source.

         A special class of municipal bonds issued by state and local government
authorities and agencies are industrial development bonds (IDBs), which are also
generally referred to as private activity bonds (PABS). The Fund may purchase
IDBs and PABs only if the interest on them is free from Federal income taxation,
although such interest is an item of tax preference for purposes of the Federal
alternative minimum tax. In general, IDBs and PABS are revenue bonds and are
issued by or on behalf of public authorities to obtain funds to finance
privately operated facilities such as for energy and pollution control. IDBs and
PABs are also used to finance public facilities such as airports and mass
transit systems. The credit quality of IDBs and PABs is usually directly related
to the credit standing of the user of the facilities being financed. The Fund
may invest an unlimited percentage of its assets in municipal bonds that are
IDBs or PABs.

         Municipal leases and participation interests therein are another type
of municipal bond (collectively, lease obligations).


                                       6
<PAGE>

These obligations, which may take the form of a lease, an installment purchase,
or a conditional sale contract, are issued by state and local governments and
authorities to acquire land and a variety of equipment and facilities. The
factors to be considered in determining whether or not any rated municipal lease
obligations are liquid include (1) the frequency of trades and quotes for the
obligations, (2) the number of dealers willing to purchase or sell the security
and the number of other potential buyers, (3) the willingness of dealers to
undertake to make a market in the securities, (4) the nature of marketplace
trades, including the time needed to dispose of the security, the method of
soliciting offers and the mechanics of transfer, (5) the likelihood that the
marketability of the obligation will be maintained through the time the
instrument is held, (6) the credit quality of the issuer and the lessee, and (7)
the essentiality to the lessee of the property covered by the lease. Unrated
municipal lease obligations are considered illiquid.

         The Fund has not held and does not intend to hold municipal lease
obligations directly as a lessor of the property, but may from time to time
purchase a participation interest in a municipal obligation from a bank or other
third party. A participation interest gives the Fund a specified, undivided
interest in the obligation in proportion to its purchased interest in the total
amount of the obligation. Municipal leases frequently have risks distinct from
those associated with general obligation or revenue bonds. State constitutions
and statutes set forth requirements that states or municipalities must meet to
incur debt, including voter referenda, interest rate limits or public sale
requirements. Leases, installment purchases or conditional sale contracts have
evolved as means for governmental issuers to acquire property and equipment
without being required to meet these constitutional and statutory requirements.
Many leases and contracts include non-appropriation clauses providing that the
governmental issuer has no obligation to make future payments under the lease or
contract unless money is appropriated for such purpose by the legislative body
on a yearly or other periodic basis. Non-appropriation clauses free the issuer
from debt issuance limitations. In determining the liquidity of a municipal
lease obligation, WRIMCO will differentiate between direct interests in
municipal leases and municipal lease-backed securities, the latter of which may
take the form of a lease-backed revenue bond, a tax-exempt asset-backed security
or any other investment structure using a municipal lease-purchase agreement as
its base. See Asset-Backed Securities. While the former may present liquidity
issues, the latter are based on a well established method of securing payment of
a municipal lease obligation.

         WRIMCO and the Fund rely on the opinion of bond counsel for the issuer
in determining whether obligations are municipal bonds. If a court holds that an
obligation held by the Fund is not a municipal bond (with the result that the
interest thereon is taxable), the Fund will sell the obligation as soon as
possible, but it might incur a loss upon such sale.


                                       7
<PAGE>

         Municipal bonds vary widely as to their interest rates, degree of
security and maturity. Bonds are selected on the basis of quality, yield and
diversification. Factors that affect the yield on municipal bonds include
general money market conditions, municipal bond market conditions, the size of a
particular offering, the maturity of the obligation and the nature of the issue.
Lower-rated bonds usually, but not always, have higher yields than similar but
higher-rated bonds.

         Medium- or lower-rated municipal securities are frequently traded only
in markets where the number of potential purchasers and sellers, if any, is very
limited. This factor may have the effect of limiting the availability of the
securities for purchase by the Fund and may also limit the ability of the Fund
to sell such securities at their fair value either to meet redemption requests
or in response to changes in the economy or the financial markets.

         Lower-quality debt securities (commonly called junk bonds) are
considered to be speculative and involve greater risk of default or price
changes due to changes in the issuer's creditworthiness. The market prices of
these securities may fluctuate more than high-quality securities and may decline
significantly in periods of general economic difficulty. The market for
lower-rated debt securities may be thinner and less active than that for
higher-rated debt securities, which can adversely affect the prices at which the
former are sold. Adverse publicity and changing investor perceptions may
decrease the values and liquidity of lower-rated debt securities, especially in
a thinly traded market. Valuation becomes more difficult and judgment plays a
greater role in valuing lower-rated debt securities than with respect to
securities for which more external sources of quotations and last sale
information are available. Since the risk of default is higher for lower-rated
debt securities, WRIMCO's research and credit analysis are an especially
important part of managing securities of this type held by the Fund. WRIMCO
continuously monitors the issuers of lower-rated debt securities in the Fund's
portfolio in an attempt to determine if the issuers will have sufficient cash
flow and profits to meet required principal and interest payments. The Fund may
choose, at its expense or in conjunction with others, to pursue litigation or
otherwise to exercise its rights as a security holder to seek to protect the
interests of security holders if it determines this to be in the best interest
of the Fund's shareholders.

         While credit ratings are only one factor WRIMCO relies on in evaluating
high-yield debt securities, certain risks are associated with credit ratings.
Credit ratings evaluate the safety of principal and interest payments, not
market value risk. See Appendix A for a description of bond ratings.

         Now or in the future, Standard & Poor's (S&P), and Moody's may use
different rating designations for municipal bonds


                                       8
<PAGE>

depending on their maturities on issuance or other characteristics. For example,
Moody's now rates the top four categories of municipal notes (i.e., municipal
bonds generally with a maturity at the time of issuance ranging from six months
to three years) as MIG 1, MIG 2, MIG 3 and MIG 4. Municipal bonds purchased by
the Fund comply with the 80% requirement discussed in the Prospectus if they are
within the top four rating designations of S&P or Moody's for the type of
municipal bond in question or are of equivalent ratings as determined by WRIMCO.
Credit ratings for individual securities may change from time to time, and the
Fund is not required to dispose of any municipal bond if its rating falls below
the rating required for its purchase, nor does such a fall in rating affect the
amount of unrated municipal bonds which the Fund may buy.

     BONDS BACKED BY GENERATING PLANTS REVENUE

         From time to time the Fund may have varying but substantial portions of
its assets invested in municipal bonds of Public Power Agencies and in Pollution
Control Revenue Bonds. The interest on both types of bonds is paid by revenues
from generating plants. The Fund may invest any portion of its assets in these
bonds, and it is expected that there may be times, depending on economic
conditions in the industry or the relative attractiveness of other municipal
bonds, when more than 25% of its total assets will be so invested.

         Certain problems facing the generating industry in general may or may
not affect its ability to meet obligations on bonds. These problems include the
effects of (1) inflation on financing large construction programs, (2) cost
increases and delays arising out of environmental considerations, (3)
limitations of available capital on the ability to issue additional debt, (4)
the effect of shortages and high prices of fuel on operations and profits, and
(5) the effect of energy conservation on sales. Problems of these types
generally affect the values of and the dividends paid on utility common stocks
rather than the ability to pay bond obligations.


     DEFENSIVE STRATEGIES AND TEMPORARY INVESTMENTS

         To shorten the average maturity of its portfolio, the Fund may buy
municipal bonds that are payable in a relatively short time. This could be
either because they were so payable when they were first issued or because they
will mature shortly after purchase.

         Another reason for buying either these short-term municipal bonds or
taxable obligations (up to the 10% limitation on taxable obligations described
in the Prospectus) during normal market conditions is to keep assets at work
until appropriate investments in longer-term municipal bonds can be made or in
order to have cash available to pay for redemptions.



                                       9
<PAGE>


         Short-term municipal bonds or taxable obligations purchased for
defensive purposes will be held for as long as WRIMCO believes a temporary
defensive posture should be maintained. When bought during normal conditions,
they will be held until appropriate investments in longer-term municipal bonds
are made or until they are sold to meet redemptions.

     LIMITED INVESTMENT IN OTHER DEBT SECURITIES

         All of the Fund's invested assets, other than cash or receivables, must
be invested in municipal bonds, except that a limited amount of assets may be
invested in specified debt securities that are referred to in the Prospectus as
taxable obligations and in repurchase agreements and certain derivative
instruments (see discussion below). The Fund may invest in taxable obligations
only if, after any such investment, not more than 10% of its total assets would
consist of taxable obligations. The only taxable obligations that the Fund may
purchase are (1) obligations issued or guaranteed by the U.S. Government or its
agencies or instrumentalities (U.S. Government securities), (2) bank obligations
of domestic banks or savings and loan associations that are subject to
regulation by the U.S. Government (which obligations may include certificates of
deposit, letters of credit and acceptances), (3) commercial paper and (4) any of
the foregoing obligations subject to repurchase agreements. The taxable
commercial paper the Fund may buy must, at the time of purchase, be rated at
least A by S&P or Moody's. See Appendix A for a description of these ratings.

     BORROWING

         The Fund may borrow money, but only from banks and for emergency or
extraordinary purposes. If the Fund does borrow, its share price may be subject
to greater fluctuation until the borrowing is paid off.

     ILLIQUID INVESTMENTS

         Illiquid investments are investments that cannot be sold or otherwise
disposed of in the ordinary course of business within seven days at
approximately the price at which they are valued. Investments currently
considered to be illiquid include:

         (1)      repurchase agreements not terminable within seven days;
         (2)      restricted securities not determined to be liquid pursuant
                  to guidelines established by the Fund's Board of Directors;
         (3)      non-government stripped fixed-rate mortgage-backed securities;
         (4)      bank deposits, unless they are payable at principal amount
                  plus accrued interest on demand or within seven days after
                  demand;
         (5)      over-the-counter (OTC) options and their underlying
                  collateral;



                                       10
<PAGE>


         (6)      securities for which market quotations are not readily
                  available; and
         (7)      securities involved in swaps, caps, floor and collar
                  transactions.

         The assets used as cover for OTC options written by the Fund will be
considered illiquid unless the OTC options are sold to qualified dealers who
agree that the Fund may repurchase any OTC option it writes at a maximum price
to be calculated by a formula set forth in the option agreement. The cover for
an OTC option written subject to this procedure would be considered illiquid
only to the extent that the maximum repurchase price under the formula exceeds
the intrinsic value of the option.

         If through a change in values, net assets, or other circumstances, the
Fund were in a position where more than 10% of its net assets were invested in
illiquid securities, it would seek to take appropriate steps to protect
liquidity.

     INDEXED SECURITIES

         The Fund may purchase securities the value of which varies in relation
to the value of other securities, securities indexes or other financial
indicators, subject to its operating policy regarding derivative instruments.
Indexed securities typically, but not always, are debt securities or deposits
whose value at maturity or coupon rate is determined by reference to a specific
instrument or statistic. The performance of indexed securities depends to a
great extent on the performance of the security or other instrument to which
they are indexed and may also be influenced by interest rate changes in the
United States and abroad. At the same time, indexed securities are subject to
the credit risks associated with the issuer of the security and their values may
decline substantially if the issuer's creditworthiness deteriorates. Indexed
securities may be more volatile than the underlying investments.

         Recent issuers of indexed securities have included banks, corporations,
and certain U.S. Government agencies. Certain indexed securities that are not
traded on an established market may be deemed illiquid.

     MONEY MARKET INSTRUMENTS

         Money market instruments are high-quality, short-term debt instruments
that present minimal credit risk. They may include U.S. Government Securities,
commercial paper and other short-term corporate obligations, and certificates of
deposit and other financial institution obligations. These instruments may carry
fixed or variable interest rates.

     MORTGAGE-BACKED AND ASSET-BACKED SECURITIES



                                       11
<PAGE>


         MORTGAGE-BACKED SECURITIES. Mortgage-backed securities represent direct
or indirect participations in, or are secured by and payable from, mortgage
loans secured by real property and include single- and multi-class pass-through
securities and collateralized mortgage obligations. Multi-class pass-through
securities and collateralized mortgage obligations are collectively referred to
in this SAI as CMOs. Some CMOs are directly supported by other CMOs, which in
turn are supported by mortgage pools. Investors typically receive payments out
of the interest and principal on the underlying mortgages. The portions of the
payments that investors receive, as well as the priority of their rights to
receive payments, are determined by the specific terms of the CMO class.

         The U.S. Government mortgage-backed securities in which the Fund may
invest include mortgage-backed securities issued or guaranteed as to the payment
of principal and interest (but not as to market value) by Ginnie Mae, Fannie Mae
or Freddie Mac. Other mortgage-backed securities are issued by private issuers,
generally originators of and investors in mortgage loans, including savings
associations, mortgage bankers, commercial banks, investment bankers and special
purpose entities. Payments of principal and interest (but not the market value)
of such private mortgage-backed securities may be supported by pools of mortgage
loans or other mortgage-backed securities that are guaranteed, directly or
indirectly, by the U.S. Government or one of its agencies or instrumentalities,
or they may be issued without any government guarantee of the underlying
mortgage assets but with some form of non-government credit enhancement. These
credit enhancements do not protect investors from changes in market value.

         The Fund may purchase mortgage-backed securities issued by both
government and non-government entities such as banks, mortgage lenders or other
financial institutions. Other types of mortgage-backed securities will likely be
developed in the future, and the Fund may invest in them as long as WRIMCO
determines they are consistent with the Fund's goals and investment policies.

         STRIPPED MORTGAGE-BACKED SECURITIES. Stripped mortgage-backed
securities are created when a U.S. Government agency or a financial institution
separates the interest and principal components of a mortgage-backed security
and sells them as individual securities. The holder of the principal-only
security (PO) receives the principal payments made by the underlying
mortgage-backed security, while the holder of the interest-only security (IO)
receives interest payments from the same underlying security.

         For example, IO classes are entitled to receive all or a portion of the
interest, but none (or only a nominal amount) of the principal payments, from
the underlying mortgage assets. If the mortgage assets underlying an IO
experience greater than



                                       12
<PAGE>


anticipated principal prepayments, then the total amount of interest allocable
to the IO class, and therefore the yield to investors, generally will be
reduced. In some instances, an investor in an IO may fail to recoup all of the
investor's initial investment, even if the security is guaranteed by the U.S.
Government or considered to be of the highest quality. Conversely, PO classes
are entitled to receive all or a portion of the principal payments, but none of
the interest, from the underlying mortgage assets. PO classes are purchased at
substantial discounts from par, and the yield to investors will be reduced if
principal payments are slower than expected. IOs, POs and other CMOs involve
special risks, and evaluating them requires special knowledge.

         ASSET-BACKED SECURITIES. Asset-backed securities have structural
characteristics similar to mortgage-backed securities, as discussed above.
However, the underlying assets are not first lien mortgage loans or interests
therein, but include assets such as motor vehicle installment sales contracts,
other installment sale contracts, home equity loans, leases of various types of
real and personal property and receivables from revolving credit (credit card)
agreements. Such assets are securitized through the use of trusts or special
purpose corporations. Payments or distributions of principal and interest may be
guaranteed up to a certain amount and for a certain time period by a letter of
credit or pool insurance policy issued by a financial institution unaffiliated
with the issuer, or other credit enhancements may be present. The value of
asset-backed securities may also depend on the creditworthiness of the servicing
agent for the loan pool, the originator of the loans or the financial
institution providing the credit enhancement.

         SPECIAL CHARACTERISTICS OF MORTGAGE-BACKED AND ASSET-BACKED SECURITIES.
The yield characteristics of mortgage-backed and asset-backed securities differ
from those of traditional debt securities. Among the major differences are that
interest and principal payments are made more frequently, usually monthly, and
that principal may be prepaid at any time because the underlying mortgage loans
or other obligations generally may be prepaid at any time. Prepayments on a pool
of mortgage loans are influenced by a variety of economic, geographic, social
and other factors, including changes in mortgagors' housing needs, job
transfers, unemployment, mortgagors' net equity in the mortgaged properties and
servicing decisions. Generally, however, prepayments on fixed-rate mortgage
loans will increase during a period of falling interest rates and decrease
during a period of rising interest rates. Similar factors apply to prepayments
on asset-backed securities, but the receivables underlying asset-backed
securities generally are of a shorter maturity and thus are likely to experience
substantial prepayments. Such securities, however, often provide that for a
specified time period the issuers will replace receivables in the pool that are
repaid with comparable obligations. If the issuer is unable to do so,



                                       13
<PAGE>


repayment of principal on the asset-backed securities may commence at an earlier
date.

         The rate of interest on mortgage-backed securities is lower than the
interest rates paid on the mortgages included in the underlying pool due to the
annual fees paid to the servicer of the mortgage pool for passing through
monthly payments to certificate holders and to any guarantor and due to any
yield retained by the issuer. Actual yield to the holder may vary from the
coupon rate, even if adjustable, if the mortgage-backed securities are purchased
or traded in the secondary market at a premium or discount. In addition, there
is normally some delay between the time the issuer receives mortgage payments
from the servicer and the time the issuer makes the payments on the
mortgage-backed securities, and this delay reduces the effective yield to the
holder of such securities.

         Yields on pass-through securities are typically quoted by investment
dealers and vendors based on the maturity of the underlying instruments and the
associated average life assumption. The average life of pass-through pools
varies with the maturities of the underlying mortgage loans. A pool's term may
be shortened by unscheduled or early payments of principal on the underlying
mortgages. Because prepayment rates of individual pools vary widely, it is not
possible to predict accurately the average life of a particular pool. In the
past, a common industry practice has been to assume that prepayments on pools of
fixed-rate 30-year mortgages would result in a 12-year average life for the
pool. At present, mortgage pools, particularly those with loans with other
maturities or different characteristics, are priced on an assumption of average
life determined for each pool. In periods of declining interest rates, the rate
of prepayment tends to increase, thereby shortening the actual average life of a
pool of mortgage-related securities. Conversely, in periods of rising interest
rates, the rate of prepayment tends to decrease, thereby lengthening the actual
average life of the pool. Changes in the rate or speed of these payments can
cause the value of the mortgage backed securities to fluctuate rapidly. However,
these effects may not be present, or may differ in degree, if the mortgage loans
in the pools have adjustable interest rates or other special payment terms, such
as a prepayment charge. Actual prepayment experience may cause the yield of
mortgage-backed securities to differ from the assumed average life yield.

The market for privately issued mortgage-backed and asset-backed securities is
smaller and less liquid than the market for U.S. Government mortgage-backed
securities. CMO classes may be specifically structured in a manner that provides
any of a wide variety of investment characteristics, such as yield, effective
maturity and interest rate sensitivity. As market conditions change, however,
and especially during periods of rapid or unanticipated changes in market
interest rates, the attractiveness of some CMO classes and the ability of the
structure to provide the anticipated investment characteristics



                                       14
<PAGE>


may be reduced. These changes can result in volatility in the market value and
in some instances reduced liquidity, of the CMO class.

     OPTIONS, FUTURES AND OTHER STRATEGIES

         GENERAL. WRIMCO may use certain options, futures contracts (sometimes
referred to as futures), options on futures contracts, forward currency
contracts, swaps, caps, floors, collars, indexed securities and other derivative
instruments (collectively, Financial Instruments) to attempt to enhance income
or yield or to attempt to hedge the Fund's investments. The strategies described
below may be used in an attempt to manage the risks of the Fund's investments
that can affect fluctuation in its net asset value.

         Generally, the Fund may purchase and sell any type of Financial
Instrument. However, as an operating policy, the Fund will only purchase or sell
a particular Financial Instrument if the Fund is authorized to invest in the
type of asset by which the return on, or value of, the Financial Instrument is
primarily measured.

         Hedging strategies can be broadly categorized as short hedges and long
hedges. A short hedge is a purchase or sale of a Financial Instrument intended
partially or fully to offset potential declines in the value of one or more
investments held in the Fund's portfolio. Thus, in a short hedge, the Fund takes
a position in a Financial Instrument whose price is expected to move in the
opposite direction of the price of the investment being hedged.

         Conversely, a long hedge is a purchase or sale of a Financial
Instrument intended partially or fully to offset potential increases in the
acquisition cost of one or more investments that the Fund intends to acquire.
Thus, in a long hedge, the Fund takes a position in a Financial Instrument whose
price is expected to move in the same direction as the price of the prospective
investment being hedged. A long hedge is sometimes referred to as an
anticipatory hedge. In an anticipatory hedge transaction, the Fund does not own
a corresponding security and, therefore, the transaction does not relate to a
security the Fund owns. Rather, it relates to a security that the Fund intends
to acquire. If the Fund does not complete the hedge by purchasing the security
it anticipated purchasing, the effect on the Fund's portfolio is the same as if
the transaction were entered into for speculative purposes.

         Financial Instruments on securities generally are used to attempt to
hedge against price movements in one or more particular securities positions
that the Fund owns or intends to acquire. Financial Instruments on indexes, in
contrast, generally are used to attempt to hedge against price movements in
market sectors in which the Fund has invested or expects to



                                       15
<PAGE>


invest. Financial Instruments on debt securities may be used to hedge either
individual securities or broad debt market sectors.

         The use of Financial Instruments is subject to applicable regulations
of the Securities and Exchange Commission (the SEC), the several exchanges upon
which they are traded and the Commodity Futures Trading Commission (the CFTC).
In addition, the Fund's ability to use Financial Instruments will be limited by
tax considerations. See Taxes.

         In addition to the instruments, strategies and risks described below,
WRIMCO expects to discover additional opportunities in connection with Financial
Instruments and other similar or related techniques. These new opportunities may
become available as WRIMCO develops new techniques, as regulatory authorities
broaden the range of permitted transactions and as new Financial Instruments or
other techniques are developed. WRIMCO may utilize these opportunities to the
extent that they are consistent with the Fund's goals and permitted by the
Fund's investment limitations and applicable regulatory authorities. The Fund
might not use any of these strategies, and there can be no assurance that any
strategy used will succeed. The Fund's Prospectus or SAI will be supplemented to
the extent that new products or techniques involve materially different risks
than those described below or in the Prospectus.

         SPECIAL RISKS. The use of Financial Instruments involves special
considerations and risks, certain of which are described below. In general,
these techniques may increase the volatility of the Fund and may involve a small
investment of cash relative to the magnitude of the risk assumed. Risks
pertaining to particular Financial Instruments are described in the sections
that follow.

         (1) Successful use of most Financial Instruments depends upon WRIMCO's
ability to predict movements of the overall securities, currency and interest
rate markets, which requires different skills than predicting changes in the
prices of individual securities. There can be no assurance that any particular
strategy will succeed, and use of Financial Instruments could result in a loss,
regardless of whether the intent was to reduce risk or increase return.

         (2) There might be imperfect correlation, or even no correlation,
between price movements of a Financial Instrument and price movements of the
investments being hedged. For example, if the value of a Financial Instrument
used in a short hedge increased by less than the decline in value of the hedged
investment, the hedge would not be fully successful. Such a lack of correlation
might occur due to factors unrelated to the value of the investments being
hedged, such as speculative or other pressures on the markets in which Financial
Instruments are traded. The effectiveness of hedges using Financial Instruments
on indexes will depend on the degree of correlation between price



                                       16
<PAGE>


movements in the index and price movements in the securities being hedged.

         Because there are a limited number of types of exchange-traded options
and futures contracts, it is likely that the standardized contracts available
will not match the Fund's current or anticipated investments exactly. The Fund
may invest in options and futures contracts based on securities with different
issuers, maturities, or other characteristics from the securities in which it
typically invests, which involves a risk that the options or futures position
will not track the performance of the Fund's other investments.

         Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match the Fund's
investments well. Options and futures prices are affected by such factors as
current and anticipated short-term interest rates, changes in volatility of the
underlying instrument, and the time remaining until expiration of the contract,
which may not affect security prices the same way. Imperfect correlation may
also result from differing levels of demand in the options and futures markets
and the securities markets, from structural differences in how options and
futures and securities are traded, or from imposition of daily price fluctuation
limits or trading halts. The Fund may purchase or sell options and futures
contracts with a greater or lesser value than the securities it wishes to hedge
or intends to purchase in order to attempt to compensate for differences in
volatility between the contract and the securities, although this may not be
successful in all cases. If price changes in the Fund's options or futures
positions are poorly correlated with its other investments, the positions may
fail to produce anticipated gains or result in losses that are not offset by
gains in other investments.

         (3) If successful, the above-discussed strategies can reduce risk of
loss by wholly or partially offsetting the negative effect of unfavorable price
movements. However, such strategies can also reduce opportunity for gain by
offsetting the positive effect of favorable price movements. For example, if the
Fund entered into a short hedge because WRIMCO projected a decline in the price
of a security in the Fund's portfolio, and the price of that security increased
instead, the gain from that increase might be wholly or partially offset by a
decline in the price of the Financial Instrument. Moreover, if the price of the
Financial Instrument declined by more than the increase in the price of the
security, the Fund could suffer a loss. In either such case, the Fund would have
been in a better position had it not attempted to hedge at all.

         (4) As described below, the Fund might be required to maintain assets
as cover, maintain accounts or make margin payments when it takes positions in
Financial Instruments involving obligations to third parties (i.e., Financial
Instruments other than purchased options). If the Fund were



                                       17
<PAGE>


         unable to close out its positions in such Financial Instruments, it
might be required to continue to maintain such assets or accounts or make such
payments until the position expired or matured. These requirements might impair
the Fund's ability to sell a portfolio security or make an investment at a time
when it would otherwise be favorable to do so, or require that the Fund sell a
portfolio security at a disadvantageous time.

         (5) The Fund's ability to close out a position in a Financial
Instrument prior to expiration or maturity depends on the existence of a liquid
secondary market or, in the absence of such a market, the ability and
willingness of the other party to the transaction (the counterparty) to enter
into a transaction closing out the position. Therefore, there is no assurance
that any position can be closed out at a time and price that is favorable to the
Fund.

         COVER. Transactions using Financial Instruments, other than purchased
options, expose the Fund to an obligation to another party. The Fund will comply
with SEC guidelines regarding cover for these instruments and will, if the
guidelines so require, set aside cash or liquid assets in an account with its
custodian in the prescribed amount as determined daily. The Fund will not enter
into any such transactions unless it owns either (1) an offsetting (covered
position in securities, currencies or other options, futures contracts or
forward contracts, or (2) cash and liquid assets with a value, marked-to-market
daily, sufficient to cover its potential obligations to the extent not covered
as provided in (1) above.

         Assets used as cover or held in an account cannot be sold while the
position in the corresponding Financial Instrument is open, unless they are
replaced with other appropriate assets. As a result, the commitment of a large
portion of the Fund's assets to cover or accounts could impede portfolio
management or the Fund's ability to meet redemption requests or other current
obligations.

         OPTIONS. A call option gives the purchaser the right to buy, and
obligates the writer to sell, the underlying investment at the agreed-upon price
during the option period. A put option gives the purchaser the right to sell,
and obligates the writer to buy, the underlying investment at the agreed-upon
price during the option period. Purchasers of options pay an amount, known as a
premium, to the option writer in exchange for the right under the option
contract.

         The purchase of call options can serve as a long hedge, and the
purchase of put options can serve as a short hedge. Writing put or call options
can enable the Fund to enhance income or yield by reason of the premiums paid by
the purchasers of such options. However, if the market price of the security
underlying a put option declines to less than the exercise price of the option,
minus the premium received, the Fund would expect to suffer a loss.



                                       18
<PAGE>


         Writing call options can serve as a limited short hedge, because
declines in the value of the hedged investment would be offset to the extent of
the premium received for writing the option. However, if the security or
currency appreciates to a price higher than the exercise price of the call
option, it can be expected that the option will be exercised and the Fund will
be obligated to sell the security or currency at less than its market value. If
the call option is an OTC option, the securities or other assets used as cover
would be considered illiquid to the extent described under Illiquid Investments.

         Writing put options can serve as a limited long hedge because increases
in the value of the hedged investment would be offset to the extent of the
premium received for writing the option. However, if the security or currency
depreciates to a price lower than the exercise price of the put option, it can
be expected that the put option will be exercised and the Fund will be obligated
to purchase the security or currency at more than its market value. If the put
option is an OTC option, the securities or other assets used as cover would be
considered illiquid to the extent described under Illiquid Investments.

         The value of an option position will reflect, among other things, the
current market value of the underlying investment, the time remaining until
expiration, the relationship of the exercise price to the market price of the
underlying investment, the historical price volatility of the underlying
investment and general market conditions. Options that expire unexercised have
no value.

         The Fund may effectively terminate its right or obligation under an
option by entering into a closing transaction. For example, the Fund may
terminate its obligation under a call or put option that it had written by
purchasing an identical call or put option; this is known as a closing purchase
transaction. Conversely, the Fund may terminate a position in a put or call
option it had purchased by writing an identical put or call option; this is
known as a closing sale transaction. Closing transactions permit the Fund to
realize profits or limit losses on an option position prior to its exercise or
expiration.

         A type of put that the Fund may purchase is an optional delivery
standby commitment, which is entered into by parties selling debt securities to
the Fund. An optional delivery standby commitment gives the Fund the right to
sell the security back to the seller on specified terms. This right is provided
as an inducement to purchase the security.

         RISKS OF OPTIONS ON SECURITIES. Options offer large amounts of
leverage, which will result in the Fund's net asset value being more sensitive
to changes in the value of the related instrument. The Fund may purchase or
write both exchange-traded and OTC options. Exchange-traded options in the
United States are issued by a clearing organization affiliated with the



                                       19
<PAGE>


exchange on which the option is listed that, in effect, guarantees completion of
every exchange-traded option transaction. In contrast, OTC options are contracts
between the Fund and its counterparty (usually a securities dealer or a bank)
with no clearing organization guarantee. Thus, when the Fund purchases an OTC
option, it relies on the counterparty from whom it purchased the option to make
or take delivery of the underlying investment upon exercise of the option.
Failure by the counterparty to do so would result in the loss of any premium
paid by the Fund as well as the loss of any expected benefit of the transaction.

         The Fund's ability to establish and close out positions in
exchange-listed options depends on the existence of a liquid market. However,
there can be no assurance that such a market will exist at any particular time.
Closing transactions can be made for OTC options only by negotiating directly
with the counterparty, or by a transaction in the secondary market if any such
market exists. There can be no assurance that the Fund will in fact be able to
close out an OTC option position at a favorable price prior to expiration. In
the event of insolvency of the counterparty, the Fund might be unable to close
out an OTC option position at any time prior to its expiration.

         If the Fund were unable to effect a closing transaction for an option
it had purchased, it would have to exercise the option to realize any profit.
The inability to enter into a closing purchase transaction for a covered call
option written by the Fund could cause material losses because the Fund would be
unable to sell the investment used as cover for the written option until the
option expires or is exercised.

         OPTIONS ON INDEXES. Puts and calls on indexes are similar to puts and
calls on securities or futures contracts except that all settlements are in cash
and gain or loss depends on changes in the index in question rather than on
price movements in individual securities or futures contracts. When the Fund
writes a call on an index, it receives a premium and agrees that, prior to the
expiration date, the purchaser of the call, upon exercise of the call, will
receive from the Fund an amount of cash if the closing level of the index upon
which the call is based is greater than the exercise price of the call. The
amount of cash is equal to the difference between the closing price of the index
and the exercise price of the call times a specified multiple (the multiplier),
which determines the total dollar value for each point of such difference. When
the Fund buys a call on an index, it pays a premium and has the same rights as
to such call as are indicated above. When the Fund buys a put on an index, it
pays a premium and has the right, prior to the expiration date, to require the
seller of the put, upon the Fund's exercise of the put, to deliver to the Fund
an amount of cash if the closing level of the index upon which the put is based
is less than the exercise price of the put, which amount of cash is determined
by the multiplier, as described above for calls. When the Fund writes a put on
an index, it receives a premium and the purchaser



                                       20
<PAGE>


of the put has the right, prior to the expiration date, to require the Fund to
deliver to it an amount of cash equal to the difference between the closing
level of the index and the exercise price times the multiplier if the closing
level is less than the exercise price.

         RISKS OF OPTIONS ON INDEXES. The risks of investment in options on
indexes may be greater than options on securities. Because index options are
settled in cash, when the Fund writes a call on an index it cannot provide in
advance for its potential settlement obligations by acquiring and holding the
underlying securities. The Fund can offset some of the risk of writing a call
index option by holding a diversified portfolio of securities similar to those
on which the underlying index is based. However, the Fund cannot, as a practical
matter, acquire and hold a portfolio containing exactly the same securities as
underlie the index and, as a result, bears a risk that the value of the
securities held will vary from the value of the index.

         Even if the Fund could assemble a portfolio that exactly reproduced the
composition of the underlying index, it still would not be fully covered from a
risk standpoint because of the timing risk inherent in writing index options.
When an index option is exercised, the amount of cash that the holder is
entitled to receive is determined by the difference between the exercise price
and the closing index level on the date when the option is exercised. As with
other kinds of options, the Fund as the call writer will not learn that the Fund
has been assigned until the next business day at the earliest. The time lag
between exercise and notice of assignment poses no risk for the writer of a
covered call on a specific underlying security, such as a common stock, because
there the writer's obligation is to deliver the underlying security, not to pay
its value as of a fixed time in the past. So long as the writer already owns the
underlying security, it can satisfy its settlement obligations by simply
delivering it, and the risk that its value may have declined since the exercise
date is borne by the exercising holder. In contrast, even if the writer of an
index call holds securities that exactly match the composition of the underlying
index, it will not be able to satisfy its assignment obligations by delivering
those securities against payment of the exercise price. Instead, it will be
required to pay cash in an amount based on the closing index value on the
exercise date. By the time it learns that it has been assigned, the index may
have declined, with a corresponding decline in the value of its portfolio. This
timing risk is an inherent limitation on the ability of index call writers to
cover their risk exposure by holding securities positions.

         If the Fund has purchased an index option and exercises it before the
closing index value for that day is available, it runs the risk that the level
of the underlying index may subsequently change. If such a change causes the
exercised option to fall out-of-the-money, the Fund will be required to pay the
difference




                                       21
<PAGE>


between the closing index value and the exercise price of the option (times the
applicable multiplier) to the assigned writer.

         OTC OPTIONS. Unlike exchange-traded options, which are standardized
with respect to the underlying instrument, expiration date, contract size and
strike price, the terms of OTC options (options not traded on exchanges)
generally are established through negotiation with the other party to the option
contract. While this type of arrangement allows the Fund great flexibility to
tailor the option to its needs, OTC options generally involve greater risk than
exchange-traded options, which are guaranteed by the clearing organization of
the exchanges where they are traded.

         Generally, OTC foreign currency options used by the Fund are
European-style options. This means that the option is only exercisable
immediately prior to its expiration. This is in contrast to American-style
options, which are exercisable at any time prior to the expiration date of the
option.

         FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS. The purchase of
futures contracts or call options on futures contracts can serve as a long
hedge, and the sale of futures or the purchase of put options on futures can
serve as a short hedge. Writing call options on futures contracts can serve as a
limited short hedge, using a strategy similar to that used for writing call
options on securities or indexes. Similarly, writing put options on futures
contracts can serve as a limited long hedge. Futures contracts and options on
futures contracts can also be purchased and sold to attempt to enhance income or
yield.

         In addition, futures contract strategies can be used to manage the
average duration of the Fund's fixed-income portfolio. If WRIMCO wishes to
shorten the average duration of the Fund's fixed-income portfolio, the Fund may
sell a debt futures contract or a call option thereon, or purchase a put option
on that futures contract. If WRIMCO wishes to lengthen the average duration of
the Fund's fixed-income portfolio, the Fund may buy a debt futures contract or a
call option thereon, or sell a put option thereon.

         No price is paid upon entering into a futures contract. Instead, at the
inception of a futures contract the Fund is required to deposit initial margin
in an amount generally equal to 10% or less of the contract value. Margin must
also be deposited when writing a call or put option on a futures contract, in
accordance with applicable exchange rules. Unlike margin in securities
transactions, initial margin on futures contracts does not represent a
borrowing, but rather is in the nature of a performance bond or good-faith
deposit that is returned to the Fund at the termination of the transaction if
all contractual obligations have been satisfied. Under certain circumstances,
such as periods of high volatility, the Fund may be required by an exchange to
increase the level of its initial



                                       22
<PAGE>


margin payment, and initial margin requirements might be increased generally in
the future by regulatory action.

         Subsequent variation margin payments are made to and from the futures
broker daily as the value of the futures position varies, a process known as
marking-to-market. Variation margin does not involve borrowing, but rather
represents a daily settlement of the Fund's obligations to or from a futures
broker. When the Fund purchases an option on a future, the premium paid plus
transaction costs is all that is at risk. In contrast, when the Fund purchases
or sells a futures contract or writes a call or put option thereon, it is
subject to daily variation margin calls that could be substantial in the event
of adverse price movements. If the Fund has insufficient cash to meet daily
variation margin requirements, it might need to sell securities at a time when
such sales are disadvantageous.

         Purchasers and sellers of futures contracts and options on futures can
enter into offsetting closing transactions, similar to closing transactions on
options, by selling or purchasing, respectively, an instrument identical to the
instrument purchased or sold. Positions in futures and options on futures may be
closed only on an exchange or board of trade that provides a secondary market.
However, there can be no assurance that a liquid secondary market will exist for
a particular contract at a particular time. In such event, it may not be
possible to close a futures contract or options position.

         Under certain circumstances, futures exchanges may establish daily
limits on the amount that the price of a futures contract or an option on a
futures contract can vary from the previous day's settlement price; once that
limit is reached, no trades may be made that day at a price beyond the limit.
Daily price limits do not limit potential losses because prices could move to
the daily limit for several consecutive days with little or no trading, thereby
preventing liquidation of unfavorable positions.

         If the Fund were unable to liquidate a futures contract or an option on
a futures position due to the absence of a liquid secondary market or the
imposition of price limits, it could incur substantial losses. The Fund would
continue to be subject to market risk with respect to the position. In addition,
except in the case of purchased options, the Fund would continue to be required
to make daily variation margin payments and might be required to maintain the
position being hedged by the futures contract or option or to maintain cash or
liquid assets in an account.

         RISKS OF FUTURES CONTRACTS AND OPTIONS THEREON. The ordinary spreads
between prices in the cash and futures markets (including the options on futures
market), due to differences in the natures of those markets, are subject to the
following factors which may create distortions. First, all participants in the
futures market are subject to margin deposit and maintenance requirements.
Rather than meeting additional margin deposit



                                       23
<PAGE>


requirements, investors may close futures contracts through offsetting
transactions, which could distort the normal relationship between the cash and
futures markets. Second, the liquidity of the futures market depends on
participants entering into offsetting transactions rather than making or taking
delivery. To the extent participants decide to make or take delivery, liquidity
in the futures market could be reduced, thus producing distortion. Third, from
the point of view of speculators, the deposit requirements in the futures market
are less onerous than margin requirements in the securities market. Therefore,
increased participation by speculators in the futures market may cause temporary
price distortions. Due to the possibility of distortion, a correct forecast of
general interest rate, currency exchange rate or stock market trends by WRIMCO
may still not result in a successful transaction. WRIMCO may be incorrect in its
expectations as to the extent of various interest rate, currency exchange rate
or stock market movements or the time span within which the movements take
place.

         INDEX FUTURES. The risk of imperfect correlation between movements in
the price of an index futures and movements in the price of the securities that
are the subject of the hedge increases as the composition of the Fund's
portfolio diverges from the securities included in the applicable index. The
price of the index futures may move more than or less than the price of the
securities being hedged. If the price of the index futures moves less than the
price of the securities that are the subject of the hedge, the hedge will not be
fully effective but, if the price of the securities being hedged has moved in an
unfavorable direction, the Fund would be in a better position than if it had not
hedged at all. If the price of the securities being hedged has moved in a
favorable direction, this advantage will be partially offset by the futures
contract. If the price of the futures contract moves more than the price of the
securities, the Fund will experience either a loss or a gain on the futures
contract that will not be completely offset by movements in the price of the
securities that are the subject of the hedge. To compensate for the imperfect
correlation of movements in the price of the securities being hedged and
movements in the price of the index futures, the Fund may buy or sell index
futures in a greater dollar amount than the dollar amount of the securities
being hedged if the historical volatility of the prices of the securities being
hedged is more than the historical volatility of the prices of the securities
included in the index. It is also possible that, where the Fund has sold index
futures contracts to hedge against decline in the market, the market may advance
and the value of the securities held in the portfolio may decline. If this
occurred, the Fund would lose money on the futures contract and also experience
a decline in value of its portfolio securities. However, while this could occur
for a very brief period or to a very small degree, over time the value of a
diversified portfolio of securities will tend to move in the same direction as
the market indexes on which the futures contracts are based.



                                       24
<PAGE>


         Where index futures are purchased to hedge against a possible increase
in the price of securities before the Fund is able to invest in them in an
orderly fashion, it is possible that the market may decline instead. If the Fund
then concludes not to invest in them at that time because of concern as to
possible further market decline or for other reasons, it will realize a loss on
the futures contract that is not offset by a reduction in the price of the
securities it had anticipated purchasing.

         COMBINED POSITIONS. The Fund may purchase and write options in
combination with each other, or in combination with futures or forward
contracts, to adjust the risk and return characteristics of its overall
position. For example, the Fund may purchase a put option and write a call
option on the same underlying instrument, in order to construct a combined
position whose risk and return characteristics are similar to selling a futures
contract. Another possible combined position would involve writing a call option
at one strike price and buying a call option at a lower price, in order to
reduce the risk of the written call option in the event of a substantial price
increase. Because combined options positions involve multiple trades, they
result in higher transaction costs and may be more difficult to open and close
out.

         TURNOVER. The Fund's options and futures activities may affect its
turnover rate and brokerage commission payments. The exercise of calls or puts
written by the Fund, and the sale or purchase of futures contracts, may cause it
to sell or purchase related investments, thus increasing its turnover rate. Once
the Fund has received an exercise notice on an option it has written, it cannot
effect a closing transaction in order to terminate its obligation under the
option and must deliver or receive the underlying securities at the exercise
price. The exercise of puts purchased by the Fund may also cause the sale of
related investments, also increasing turnover; although such exercise is within
the Fund's control, holding a protective put might cause it to sell the related
investments for reasons that would not exist in the absence of the put. The Fund
will pay a brokerage commission each time it buys or sells a put or call or
purchases or sells a futures contract. Such commissions may be higher than those
that would apply to direct purchases or sales.

         SWAPS, CAPS, FLOORS AND COLLARS. The Fund may enter into swaps, caps,
floors and collars to preserve a return or a spread on a particular investment
or portion of its portfolio, to protect against any increase in the price of
securities the Fund anticipates purchasing at a later date or to attempt to
enhance yield. Swaps involve the exchange by the Fund with another party of
their respective commitments to pay or receive cash flows on a notional
principal amount, e.g., an exchange of floating rate payments for fixed-rate
payments. The purchase of a cap entitles the purchaser, to the extent that a
specified index exceeds a predetermined value, to receive payments on a notional
principal amount from the party selling the cap. The purchase of a floor
entitles the purchaser, to the extent that a specified index



                                       25
<PAGE>


falls below a predetermined value, to receive payments on a notional principal
amount from the party selling the floor. A collar combines elements of buying a
cap and selling a floor.

         Swap agreements, including caps, floors and collars, can be
individually negotiated and structured to include exposure to a variety of
different types of investments or market factors. Depending on their structure,
swap agreements may increase or decrease the overall volatility of the Fund's
investments and its share price and yield because, and to the extent, these
agreements affect the Fund's exposure to long- or short-term interest rates (in
the United States or abroad), foreign currency values, mortgage-backed security
values, corporate borrowing rates or other factors such as security prices or
inflation rates.

         Swap agreements will tend to shift the Fund's investment exposure from
one type of investment to another. Caps and floors have an effect similar to
buying or writing options.

         The creditworthiness of firms with which the Fund enters into swaps,
caps or floors will be monitored by WRIMCO. If a firm's creditworthiness
declines, the value of the agreement would be likely to decline, potentially
resulting in losses. If a default occurs by the other party to such transaction,
the Fund will have contractual remedies pursuant to the agreements related to
the transaction.

         The net amount of the excess, if any, of the Fund's obligations over
its entitlements with respect to each swap will be accrued on a daily basis and
an amount of cash or liquid assets having an aggregate net asset value at least
equal to the accrued excess will be maintained in an account with the Fund's
custodian that satisfies the requirements of the Investment Company Act of 1940,
as amended (the 1940 Act). The Fund will also establish and maintain such
account with respect to its total obligations under any swaps that are not
entered into on a net basis and with respect to any caps or floors that are
written by the Fund. WRIMCO and the Fund believe that such obligations do not
constitute senior securities under the 1940 Act and, accordingly, will not treat
them as being subject to the Fund's borrowing restrictions. The Fund understands
that the position of the SEC is that assets involved in swap transactions are
illiquid and are, therefore, subject to the limitations on investing in illiquid
securities.

     REPURCHASE AGREEMENTS

         The Fund may purchase securities subject to repurchase agreements. The
Fund will not enter into a repurchase transaction that will cause more than 10%
of its net assets to be invested in illiquid investments, which include
repurchase agreements not terminable within seven days. See Illiquid
Investments. A repurchase agreement is an instrument under which the Fund
purchases a security and the seller (normally a



                                       26
<PAGE>


commercial bank or broker-dealer) agrees, at the time of purchase, that it will
repurchase the security at a specified time and price. The amount by which the
resale price is greater than the purchase price reflects an agreed-upon market
interest rate effective for the period of the agreement. The return on the
securities subject to the repurchase agreement may be more or less than the
return on the repurchase agreement.

The majority of the repurchase agreements in which the Fund will engage are
overnight transactions, and the delivery pursuant to the resale typically will
occur within one to five days of the purchase. The primary risk is that the Fund
may suffer a loss if the seller fails to pay the agreed-upon amount on the
delivery date and that amount is greater than the resale price of the underlying
securities and other collateral held by the Fund. In the event of bankruptcy or
other default by the seller, there may be possible delays and expenses in
liquidating the underlying securities or other collateral, decline in their
value and loss of interest. The return on such collateral may be more or less
than that from the repurchase agreement. The Fund's repurchase agreements will
be structured so as to fully collateralize the loans. In other words, the value
of the underlying securities, which will be held by the Fund's custodian bank or
by a third party that qualifies as a custodian under section 17(f) of the 1940
Act, is and, during the entire term of the agreement, will remain at least equal
to the value of the loan, including the accrued interest earned thereon.
Repurchase agreements are entered into only with those entities approved by
WRIMCO.

     RESTRICTED SECURITIES

         Restricted securities are securities that are subject to legal or
contractual restrictions on resale. However, restricted securities generally can
be sold in privately negotiated transactions, pursuant to an exemption from
registration under the Securities Act of 1933, as amended, or in a registered
public offering. Where registration is required, the Fund may be obligated to
pay all or part of the registration expense and a considerable period may elapse
between the time it decides to seek registration and the time the Fund may be
permitted to sell a security under an effective registration statement. If,
during such a period, adverse market conditions were to develop, the Fund might
obtain a less favorable price than prevailed when it decided to seek
registration of the security.

         There are risks associated with investment in restricted securities in
that there can be no assurance of a ready market for resale. Also, the
contractual restrictions on resale might prevent the Fund from reselling the
securities at a time when such sale would be desirable. Restricted securities in
which the Fund seeks to invest need not be listed or admitted to trading on a
foreign or domestic exchange and may be less liquid than listed securities.
Certain restricted securities, e.g., Rule 144A securities, may be determined to
be liquid in accordance with



                                       27
<PAGE>


guidelines adopted by the Board of Directors. See Illiquid Investments.

     U.S. GOVERNMENT SECURITIES

         Securities issued or guaranteed by the U.S. Government or its agencies
or instrumentalities (U.S. Government securities) are high quality debt
instruments issued or guaranteed as to principal or interest by the U.S.
Treasury or an agency or instrumentality of the U.S. Government. These
securities include Treasury Bills (which mature within one year of the date they
are issued), Treasury Notes (which have maturities of one to ten years) and
Treasury Bonds (which generally have maturities of more than ten years). All
such Treasury securities are backed by the full faith and credit of the United
States.

         U.S. Government agencies and instrumentalities that issue or guarantee
securities include, but are not limited to, the Federal Housing Administration,
Fannie Mae (also known as the Federal National Mortgage Association), Farmers
Home Administration, Export-Import Bank of the United States, Small Business
Administration, Government National Mortgage Association (Ginnie Mae), General
Services Administration, Central Bank for Cooperatives, Federal Home Loan Banks,
Federal Home Loan Mortgage Corporation (Freddie Mac), Farm Credit Banks,
Maritime Administration, the Tennessee Valley Authority, the Resolution Funding
Corporation and the Student Loan Marketing Association.

         Securities issued or guaranteed by U.S. Government agencies and
instrumentalities are not always supported by the full faith and credit of the
United States. Some, such as securities issued by the Federal Home Loan Banks,
are backed by the right of the agency or instrumentality to borrow from the
Treasury. Other securities, such as securities issued by Fannie Mae, are
supported only by the credit of the instrumentality and by a pool of mortgage
assets. If the securities are not backed by the full faith and credit of the
United States, the owner of the securities must look principally to the agency
issuing the obligation for repayment and may not be able to assert a claim
against the United States in the event that the agency or instrumentality does
not meet its commitment.

         U.S. Government securities may include mortgage-backed securities
issued by U.S. Government agencies or instrumentalities including, but not
limited to, Ginnie Mae, Freddie Mac and Fannie Mae. These mortgage-backed
securities include pass-through securities, participation certificates and
collateralized mortgage obligations. See Mortgage-Backed and Asset-Backed
Securities. Timely payment of principal and interest on Ginnie Mae pass-throughs
is guaranteed by the full faith and credit of the United States. Freddie Mac and
Fannie Mae are both instrumentalities of the U.S. Government, but their
obligations are not backed by the full faith and credit of the United States. It
is possible that the availability and the marketability (i.e., liquidity) of the
securities discussed in



                                       28
<PAGE>


this section could be adversely affected by actions of the U.S. Government to
tighten the availability of its credit.

     VARIABLE OR FLOATING RATE INSTRUMENTS

         Variable or floating rate instruments (including notes purchased
directly from issuers) bear variable or floating interest rates and may carry
rights that permit holders to demand payment of the unpaid principal balance
plus accrued interest from the issuers or certain financial intermediaries on
dates prior to their stated maturities. Floating rate securities have interest
rates that change whenever there is a change in a designated base rate while
variable rate instruments provide for a specified periodic adjustment in the
interest rate. These formulas are designed to result in a market value for the
instrument that approximates its par value.

     WHEN-ISSUED AND DELAYED-DELIVERY TRANSACTIONS

         The Fund may purchase municipal bonds in which it may invest on a
when-issued or delayed-delivery basis or sell them on a delayed-delivery basis.
In either case payment and delivery for the bonds take place at a future date.
The bonds so purchased or sold are subject to market fluctuation; their value
may be less or more when delivered than the purchase price paid or received.
When purchasing bonds on a when issued or delayed-delivery basis, the Fund
assumes the rights and risks of ownership, including the risk of price and yield
fluctuations. No interest accrues to the Fund until delivery and payment is
completed. When the Fund makes a commitment to purchase municipal bonds on a
when-issued or delayed-delivery basis, it will record the transaction and
thereafter reflect the value of bonds in determining its net asset value per
share. When the Fund sells municipal bonds on a delayed-delivery basis, the Fund
does not participate in further gains or losses with respect to the bonds. When
the Fund makes a commitment to sell municipal bonds on a delayed-delivery basis,
it will record the transaction and thereafter value the bonds at the sale price
in determining the Fund's net asset value per share. If the other party to a
delayed-delivery transaction fails to deliver or pay for the bonds, the Fund
could miss a favorable price or yield opportunity, or could suffer a loss.

         Ordinarily the Fund purchases municipal bonds on a when-issued or
delayed-delivery basis with the intention of actually taking delivery of the
bonds. However, before the bonds are delivered to the Fund and before it has
paid for them (the settlement date), the Fund could sell the bonds if WRIMCO
decided it was advisable to do so for investment reasons. The Fund will hold
aside or segregate cash or other securities, other than those purchased on a
when-issued or delayed-delivery basis, at least equal to the amount it will have
to pay on the settlement date; these other securities may, however, be sold at
or before the settlement date to pay the purchase price of the when-issued or
delayed-delivery bonds.



                                       29
<PAGE>


     ZERO COUPON SECURITIES

         Zero coupon securities are debt obligations that do not entitle the
holder to any periodic payment of interest prior to maturity or that specify a
future date when the securities begin to pay current interest; instead, they are
sold at a deep discount from their face value and are redeemed at face value
when they mature. Because zero coupon securities do not pay current income,
their prices can be very volatile when interest rates change and generally are
subject to greater price fluctuations in response to changing interest rates
than prices of comparable maturities that make current distributions of interest
in cash.

         The Fund may invest in zero coupon securities that are zero coupon
bonds of municipal and corporate issuers, stripped U.S. Treasury notes and bonds
and other securities that are issued with original issue discount (OID). The
Federal tax law requires that a holder of a security with OID accrue a ratable
portion of the OID on the security (and include the accrued OID on a taxable
security as income) each year, even though the holder may receive no interest
payment on the security during the year. Because the Fund annually must
distribute substantially all of its taxable income and net tax-exempt income,
including any tax-exempt OID, to continue to qualify for treatment as a
regulated investment company (RIC), it may be required in a particular year to
distribute as a dividend an amount that is greater than the total amount of cash
it actually receives. Those dividends will be paid from the Fund's cash assets
or by liquidation of portfolio securities, if necessary, at a time when the Fund
otherwise might not have done so. The Fund may realize capital gains or losses
from those sales, which would increase or decrease its taxable income and or net
capital gains.

         A broker-dealer creates a derivative zero by separating the interest
and principal components of a U.S. Treasury security and selling them as two
individual securities. CATS (Certificates of Accrual on Treasury Securities),
TIGRs (Treasury Investment Growth Receipts) and TRs (Treasury Receipts) are
examples of derivative zeros.

         The Federal Reserve Bank creates STRIPS (Separate Trading of Registered
Interest and Principal of Securities) by separating the interest and principal
components of an outstanding U.S. Treasury security and selling them as
individual securities. Bonds issued by the Resolution Funding Corporation
(REFCORP) and the Financing Corporation (FICO) can also be separated in this
fashion. Original issue zeros are zero coupon securities originally issued by
the U.S. Government, a government agency, or a corporation in zero coupon form.



                                       30
<PAGE>

INVESTMENT RESTRICTIONS AND LIMITATIONS

         Certain of the Fund's investment restrictions, policies and other
limitations are described in the Prospectus and this SAI. The following are the
Fund's fundamental investment limitations set forth in their entirety, which,
like the Fund's goal and types of securities in which the Fund may invest,
cannot be changed without shareholder approval. For this purpose, shareholder
approval means the approval, at a meeting of Fund shareholders, by the lesser of
(1) the holders of 67% or more of the Fund's shares represented at the meeting,
if more than 50% of the Fund's outstanding shares are present in person or by
proxy or (2) more than 50% of the Fund's outstanding shares. The Fund may not:

         (1)      Make any investments other than in the municipal bonds and in
                  the taxable obligations, options, futures contracts and other
                  financial instruments described in the Prospectus. Further,
                  such municipal bonds and taxable obligations are subject to
                  the percentage limitations and the quality restrictions
                  described in the Prospectus. Thus, the Fund may not purchase
                  any voting securities; purchase or sell physical commodities;
                  however, this policy shall not prevent the Fund from
                  purchasing and selling futures contracts, options, forward
                  contracts, swaps, caps, floors, collars and other Financial
                  Instruments; or purchase any real estate or interests in real
                  estate investment trusts or any investment company securities;

         (2)      Lend money or other assets; the Fund may, however, buy debt
                  securities and other obligations consistent with its goal and
                  other investment policies and restrictions;


                  The following interpretation applies to, but is not part of,
                  this fundamental restriction: the Fund's investments in master
                  notes and similar instruments will not be considered to be the
                  making of a loan.


         (3)      Invest for the purpose of exercising control or management of
                  other companies;

         (4)      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, floors,
                  collars 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,


                                       31
<PAGE>

                  forward contracts, swaps, caps, floors, collars, and other
                  financial instruments;

         (5)      Participate on a joint, or a joint and several basis, in any
                  trading account in securities;

         (6)      Engage in the underwriting of securities, that is, the
                  selling of securities for others;

         (7)      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 1940 Act), if immediately after
                  and as a result of such purchase, 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;

         (8)      Purchase securities of issuers in any one industry except
                  for municipal bonds and U.S. Government securities if more
                  than 25% of the value of its total assets would then be
                  invested in issuers in that industry; or

         (9)      issue senior securities.

         THE FOLLOWING INVESTMENT RESTRICTIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED BY THE BOARD OF DIRECTORS WITHOUT SHAREHOLDER APPROVAL:



         (1)      The Fund does not intend to invest more than 5% of its total
                  assets in U.S. Government securities.

         (2)      The Fund may not purchase a security if, as a result, more
                  than 10% of its net assets would consist of illiquid
                  securities.

         (3)      The Fund does not intend to purchase IDBs or PABs that finance
                  facilities (other than utilities) of nongovernmental users if,
                  as a result, more than 25% of its total assets would be
                  invested in issuers in any one industry.

         (4)      To the extent that the Fund enters into futures contracts,
                  options on futures contracts or options on foreign currencies
                  traded on a CFTC-regulated exchange, in each case other than
                  for bona fide hedging purposes (as defined by the CFTC), the
                  aggregate initial margin and premiums required to establish
                  those positions (excluding the amount by which options are
                  in-the-money at the time of purchase) will not exceed 5% of
                  the liquidation value of the Fund's portfolio, after taking
                  into account unrealized profits and unrealized losses on any
                  contracts the Fund has entered into. (In general, a call
                  option on a futures contract is in-the-


                                       32
<PAGE>

                  money if the value of the underlying futures contract exceeds
                  the strike, i.e., exercise, price of the call; a put option on
                  a futures contract is in-the-money if the value of the
                  underlying futures contract is exceeded by the strike price of
                  the put.) This policy does not limit to 5% the percentage of
                  the Fund's total assets that are at risk in futures contracts
                  and options on futures contracts.

         THE METHOD OF DETERMINING WHO IS AN ISSUER FOR PURPOSES OF THE 5%
LIMITATION IN FUNDAMENTAL RESTRICTION (9) IS NON-FUNDAMENTAL. IN PARTICULAR, IN
APPLYING THIS LIMITATION:

         (a)      For municipal bonds created by a particular government but
                  backed only by the assets and revenues of a subdivision of
                  that government, such as an agency, instrumentality, authority
                  or other subdivision, the Fund considers such subdivision to
                  be the issuer;

         (b)      For IDBs and PABs, the nongovernmental user of facilities
                  financed by them is considered a
                  separate issuer; and

         (c)      The Fund considers a guarantee of a municipal bond to be a
                  separate security that would be given a value and included in
                  the limitation if the value of all municipal bonds created by
                  the guarantor and owned by the Fund exceeds 10% of the value
                  of the Fund's total assets.

         An investment policy or limitation that states a maximum percentage of
the Fund's assets that may be so invested or prescribes quality standards is
typically applied immediately after, and based on, the Fund's acquisition of an
asset. Accordingly, a subsequent change in the asset's value, net assets, or
other circumstances will not be considered when determining whether the
investment complies with the Fund's investment policies and limitations.


PORTFOLIO TURNOVER

         A portfolio turnover rate is, in general, the percentage computed by
taking the lesser of purchases or sales of portfolio securities for a year and
dividing it by the monthly average of the market value of such securities during
the year, excluding certain short-term securities. The Fund's turnover rate may
vary greatly from year to year as well as within a particular year and may be
affected by cash requirements for the redemption of its shares.


         The Fund's portfolio turnover rate for the fiscal years ended September
30, 2000 and 1999 was 15.31% and 30.93%, respectively.



                                       33
<PAGE>

                    INVESTMENT MANAGEMENT AND OTHER SERVICES


THE MANAGEMENT AGREEMENT

         The Fund has an Investment Management Agreement (the Management
Agreement) with Waddell & Reed, Inc. On January 8, 1992, subject to the
authority of the Fund's Board of Directors, Waddell & Reed, Inc. assigned the
Management Agreement and all related investment management duties (and related
professional staff) to WRIMCO, a wholly owned subsidiary of Waddell & Reed, Inc.
Under the Management Agreement, WRIMCO is employed to supervise the investments
of the Fund and provide investment advice to the Fund. The address of WRIMCO and
Waddell & Reed, Inc. is 6300 Lamar Avenue, P.O. Box 29217, Shawnee Mission,
Kansas 66201-9217. Waddell & Reed, Inc. is the Fund's underwriter.

         The Management Agreement permits WRIMCO, or an affiliate of WRIMCO, to
enter into a separate agreement for transfer agency services (Shareholder
Servicing Agreement) and a separate agreement for accounting services
(Accounting Services Agreement) with the Fund. The Management Agreement contains
detailed provisions as to the matters to be considered by the Fund's Board of
Directors prior to approving any Shareholder Servicing Agreement or Accounting
Services Agreement.


WADDELL & REED FINANCIAL, INC.

         WRIMCO is a wholly owned subsidiary of Waddell & Reed, Inc. Waddell &
Reed, Inc. is a wholly owned subsidiary of Waddell & Reed Financial Services,
Inc., a holding company, which is a wholly owned subsidiary of Waddell & Reed
Financial, Inc., a publicly held company. The address of these companies is 6300
Lamar Avenue, P.O. Box 29217, Shawnee Mission, Kansas 66201-9217.


         WRIMCO and its predecessors have served as investment manager to each
of the registered investment companies in the Waddell & Reed Advisors Funds
(formerly, the United Group of Mutual Funds), W&R Target Funds, Inc. (formerly,
Target/United Funds, Inc.) and W&R Funds, Inc. (formerly, Waddell & Reed Funds,
Inc.) since 1940 or each company's inception date, whichever is later. Waddell &
Reed, Inc. serves as principal underwriter for the investment companies in the
Waddell & Reed Advisors Funds and W&R Funds, Inc. and acts as principal
underwriter and distributor for variable life insurance and variable annuity
policies for which W&R Target Funds, Inc. is the underlying investment vehicle.



SHAREHOLDER SERVICES

         Under the Shareholder Servicing Agreement entered into between the Fund
and Waddell & Reed Services Company (the Agent), a subsidiary of Waddell & Reed,
Inc., the Agent performs


                                       34
<PAGE>

shareholder servicing functions, including the maintenance of shareholder
accounts, the issuance, transfer and redemption of shares, distribution of
dividends and payment of redemptions, the furnishing of related information to
the Fund and handling of shareholder inquiries. A new Shareholder Servicing
Agreement, or amendments to the existing one, may be approved by the Fund's
Board of Directors without shareholder approval.


ACCOUNTING SERVICES

Under the Accounting Services Agreement entered into between the Fund and the
Agent, the Agent provides the Fund with bookkeeping and accounting services and
assistance, including maintenance of the Fund's records, pricing of the Fund's
shares, preparation of prospectuses for existing shareholders, preparation of
proxy statements and certain shareholder reports. A new Accounting Services
Agreement, or amendments to an existing one, may be approved by the Fund's Board
of Directors without shareholder approval.


PAYMENTS BY THE FUND FOR MANAGEMENT, ACCOUNTING AND SHAREHOLDER SERVICES


         Under the Management Agreement, for WRIMCO's management services, the
Fund pays WRIMCO a fee as described in the Prospectus. The management fees paid
by the Fund to WRIMCO during the Fund's fiscal years ended September 30, 2000,
1999 and 1998 were $4,065,041, $4,196,083 and $4,183,289, respectively.


         For purposes of calculating the daily fee, the Fund does not include
money owed to it by Waddell & Reed, Inc. for shares which it has sold but not
yet paid the Fund. The Fund accrues and pays this fee daily.


         Under the Shareholder Servicing Agreement, with respect to Class A,
Class B and Class C shares the Fund pays the Agent, effective September 1, 2000,
a monthly fee of $1.6125 for each shareholder account that was in existence at
any time during the prior month. For Class Y shares, the Fund pays the agent a
monthly fee equal to one-twelfth of .15 of 1% of the average daily net assets of
that class for the preceding month. Prior to September 1, 2000, with respect to
Class A, Class B and Class C shares, the Fund paid the Agent a monthly fee of
$1.3125 for each shareholder account that was in existence at any time during
the prior month, plus $0.30 for each account on which a dividend or
distribution, of cash or shares, had a record date in that month. The Fund also
pays certain out-of-pocket expenses of the Agent, including long distance
telephone communications costs; microfilm and storage costs for certain
documents; forms, printing and mailing costs; charges of any sub-agent used by
Agent in performing services under the Shareholder Servicing Agreement; and
costs of legal and special services not provided by Waddell & Reed, Inc., WRIMCO
or the Agent.



                                       35
<PAGE>



         Under the Accounting Services Agreement, the Fund pays the Agent a
monthly fee of one-twelfth of the annual fee shown in the following table (as
amended September 1, 2000).




<TABLE>
<CAPTION>
                             ACCOUNTING SERVICES FEE

           Average Net Asset Level           Annual Fee
          (all dollars in millions)       Rate for Each Fund
          -------------------------       ------------------

<S>                                       <C>
          From $    0 to $   10                $      0
          From $   10 to $   25                $ 11,000
          From $   25 to $   50                $ 22,000
          From $   50 to $  100                $ 33,000
          From $  100 to $  200                $ 44,000
          From $  200 to $  350                $ 55,000
          From $  350 to $  550                $ 66,000
          From $  550 to $  750                $ 77,000
          From $  750 to $1,000                $ 93,500
               $1,000 and Over                 $110,000
</TABLE>



         Plus, for each class of shares in excess of one, the Fund pays the
Agent a monthly per-class fee equal to 2.5% of the monthly base fee.

         Prior to September 1, 2000, the Accounting Services Fee structure was:



<TABLE>
<CAPTION>
                             ACCOUNTING SERVICES FEE

           Average Net Asset Level           Annual Fee
          (all dollars in millions)       Rate for Each Fund
          -------------------------       ------------------

<S>                                       <C>
          From $    0 to $   10                $      0
          From $   10 to $   25                $ 10,000
          From $   25 to $   50                $ 20,000
          From $   50 to $  100                $ 30,000
          From $  100 to $  200                $ 40,000
          From $  200 to $  350                $ 50,000
          From $  350 to $  550                $ 60,000
          From $  550 to $  750                $ 70,000
          From $  750 to $1,000                $ 85,000
               $1,000 and Over                 $100,000
</TABLE>



         Fees paid to the Agent for accounting services for the fiscal years
ended September 30, 2000, 1999 and 1998 were $83,565, $85,000 and $86,250,
respectively.


         Since the Fund pays a management fee for investment supervision and an
accounting services fee for accounting services as discussed above, WRIMCO and
the Agent, respectively, pay all of their own expenses in providing these
services. Amounts paid by the Fund under the Shareholder Servicing Agreement are
described above. Waddell & Reed, Inc. and


                                       36
<PAGE>

affiliates pay the Fund's Directors and officers who are affiliated with WRIMCO
and its affiliates. The Fund pays the fees and expenses of the Fund's other
Directors.


         Waddell & Reed, Inc., under an agreement separate from the Management
Agreement, Shareholder Servicing Agreement and Accounting Services Agreement,
acts as the Fund's underwriter, i.e., sells its shares on a continuous basis.
Waddell & Reed, Inc. is not required to sell any particular number of shares and
thus sells shares only for purchase orders received. Under this agreement,
Waddell & Reed, Inc. pays the costs of sales literature, including the costs of
shareholder reports used as sales literature, and the costs of printing the
prospectus furnished to it by the Fund. The dollar amount of underwriting
commissions for Class A shares for the fiscal years ended September 30, 2000,
1999 and 1998 were $393,458, $993,053 and $1,153,458, respectively. For the
fiscal year ended September 30, 2000, the dollar amount of underwriting
commissions for Class B shares was $204, and for Class C shares was $21. The
amounts retained by Waddell & Reed, Inc. for each fiscal year were, in the
aggregate, $4139,058, $421,925 and $489,470, respectively.


         As described in the Prospectus, Waddell & Reed, Inc. reallows to
selling broker-dealers a portion of the sales charge paid for purchases of Class
A shares. A major portion of the sales charge for Class A shares and the
contingent deferred sales charge (CDSC) for Class B and Class C shares and for
certain Class A shares may be paid to financial advisors and managers of Waddell
& Reed, Inc. and selling broker-dealers. Waddell & Reed, Inc. may compensate its
financial advisors as to purchases for which there is no sales or deferred
charge.

         The Fund pays all of its other expenses. These include the costs of
materials sent to shareholders, audit and outside legal fees, taxes, brokerage
commissions, interest, insurance premiums, custodian fees, fees payable by the
Fund under Federal or other securities laws and to the Investment Company
Institute and nonrecurring and extraordinary expenses, including litigation and
indemnification relating to litigation.

         Under the Distribution and Service Plan (the Plan) for Class A shares
adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act, the Fund may pay
Waddell & Reed, Inc., the principal underwriter for the Fund, a fee not to
exceed 0.25% of the Fund's average annual net assets attributable to Class A
shares, paid monthly, to reimburse Waddell & Reed, Inc. for its costs and
expenses in connection with, either directly or through others, the distribution
of the Class A shares, the provision of personal services to Class A
shareholders and/or maintenance of Class A shareholder accounts.

         Waddell & Reed, Inc. offers the Fund's shares through its financial
advisors, registered representatives and sales managers (collectively, the sales
force) and through other broker-dealers, banks and other appropriate
intermediaries. In distributing


                                       37
<PAGE>

shares through its sales force, Waddell & Reed, Inc. will pay commissions and
incentives to the sales force at or about the time of sale and will incur other
expenses including costs for prospectuses, sales literature, advertisements,
sales office maintenance, processing of orders and general overhead with respect
to its efforts to distribute the Fund's shares. The Class A Plan permits Waddell
& Reed, Inc. to receive reimbursement for these Class A-related distribution
activities through the distribution fee, subject to the limit contained in the
Plan. The Class A Plan also permits Waddell & Reed, Inc. to be reimbursed for
amounts it expends in compensating, training and supporting registered financial
advisors, sales managers and/or other appropriate personnel in providing
personal services to Class A shareholders of the Fund and/or maintaining Class A
shareholder accounts; increasing services provided to Class A shareholders of
the Fund by office personnel located at field sales offices; engaging in other
activities useful in providing personal service to Class A shareholders of the
Fund and/or maintenance of Class A shareholder accounts; and in compensating
broker-dealers, and other third parties, who may regularly sell Class A shares
of the Fund, and other third parties, for providing shareholder services and/or
maintaining shareholder accounts with respect to Class A shares. Service fees
and distribution fees in the amounts of $1,775,198 and $82,411, respectively,
were paid (or accrued) by the Fund under the Class A Plan for the fiscal year
ended September 30, 2000.


         Under the Plans adopted by the Fund for Class B and Class C shares,
respectively, the Fund may pay Waddell & Reed, Inc., on an annual basis, a
service fee of up to 0.25% of the average daily net assets of the class to
compensate Waddell & Reed, Inc. for, either directly or through others,
providing personal services to shareholders of that class and/or maintaining
shareholder accounts for that class and a distribution fee of up to 0.75% of the
average daily net assets of the class to compensate Waddell & Reed, Inc. for,
either directly or through others, distributing the shares of that class. The
Class B Plan and the Class C Plan each permit Waddell & Reed, Inc. to receive
compensation, through the distribution and service fee, respectively, for its
distribution activities for that class, which are similar to the distribution
activities described with respect to the Class A Plan, and for its activities in
providing personal services to shareholders of that class and/or maintaining
shareholder accounts of that class, which are similar to the corresponding
activities for which it is entitled to reimbursement under the Class A Plan.
Service fees and distribution fees in the amounts of $1,110 and $3,283,
respectively, were paid (or accrued) by the Fund under the Class B Plan for the
fiscal year ended September 30, 2000. Service fees and distribution fees in the
amounts of $637 and $1,901, respectively, were paid (or accrued) by the Fund
under the Class C Plan for the fiscal year ended September 30, 2000.



                                       38
<PAGE>


         The only Directors or interested persons, as defined in the 1940 Act,
of the Fund who have a direct or indirect financial interest in the operation of
the Plans are the officers and Directors who are also officers of either Waddell
& Reed, Inc. or its affiliate(s) or who are shareholders of Waddell & Reed
Financial, Inc., the indirect parent company of Waddell & Reed, Inc. Each Plan
is anticipated to benefit the Fund and its shareholders of the affected class
through Waddell & Reed, Inc.'s activities not only to distribute the shares of
the affected class but also to provide personal services to shareholders of that
class and thereby promote the maintenance of their accounts with the Fund. The
Fund anticipates that shareholders of a particular class may benefit to the
extent that Waddell & Reed's activities are successful in increasing the assets
of the Fund, through increased sales or reduced redemptions, or a combination of
these, and reducing a shareholder's share of Fund and class expenses. Increased
Fund assets may also provide greater resources with which to pursue the goals of
the Fund. Further, continuing sales of shares may also reduce the likelihood
that it will be necessary to liquidate portfolio securities, in amounts or at
times that may be disadvantageous to the Fund, to meet redemption demands. In
addition, the Fund anticipates that the revenues from the Plans will provide
Waddell & Reed, Inc. with greater resources to make the financial commitments
necessary to continue to improve the quality and level of services to the Fund
and the shareholders of the affected class.


         To the extent that Waddell & Reed, Inc. incurs expenses for which
reimbursement or compensation may be made under the Plans that relate to
distribution and service activities also involving another fund in the Waddell &
Reed Advisors Funds or W&R Funds, Inc., Waddell & Reed, Inc. typically
determines the amount attributable to the Fund's expenses under the Plans on the
basis of a combination of the respective classes' relative net assets and number
of shareholder accounts.


         As noted above, Class A shares, Class B shares and Class C shares are
offered through Waddell & Reed, Inc. and other broker-dealers. In addition to
the dealer reallowance that may be applicable to Class A share purchases, as
described in the Prospectus, Waddell & Reed, Inc. may pay such broker-dealers a
portion of the fees it receives under the respective Plans as well as other
compensation in connection with the distribution of Fund shares, including the
following: 1) for the purchase of Class A shares purchased at NAV by clients of
Legend Equities Corporation (Legend), Waddell & Reed, Inc. (or its affiliate)
may pay Legend 1.00% of net assets invested; 2) for the purchase of Class B
shares, Waddell & Reed, Inc. (or its affiliate) may pay Legend 4.00% of net
assets invested; 3) for the purchase of Class C shares, Waddell & Reed, Inc. (or
its affiliate) may pay Legend 1.00% of net assets invested.


         Each Plan was approved by the Fund's Board of Directors, including the
Directors who are not interested persons of the Fund and who have no direct or
indirect financial interest in the


                                       39
<PAGE>

operations of the Plans or any agreement referred to in the Plans (hereafter,
the Plan Directors). The Class A Plan was also approved by the affected
shareholders of the Fund.

         Among other things, each Plan provides that (1) Waddell & Reed, Inc.
will provide to the Directors of the Fund at least quarterly, and the Directors
will review, a report of amounts expended under the Plan and the purposes for
which such expenditures were made, (2) the Plan will continue in effect only so
long as it is approved at least annually, and any material amendments thereto
will be effective only if approved, by the Directors including the Plan
Directors acting in person at a meeting called for that purpose, (3) amounts to
be paid by the Fund under the Plan may not be materially increased without the
vote of the holders of a majority of the outstanding shares of the affected
class of the Fund, and (4) while the Plan remains in effect, the selection and
nomination of the Directors who are Plan Directors will be committed to the
discretion of the Plan Directors.


CUSTODIAL AND AUDITING SERVICES

         The Fund's Custodian is UMB Bank, n.a., 928 Grand Boulevard, Kansas
City, Missouri. In general, the Custodian is responsible for holding the Fund's
cash and securities. Deloitte & Touche LLP, 1010 Grand Boulevard, Kansas City,
Missouri, the Fund's independent auditors, audits the Fund's financial
statements.


                   PURCHASE, REDEMPTION AND PRICING OF SHARES


DETERMINATION OF OFFERING PRICE

         The NAV of each class of the shares of the Fund is the value of the
assets of that class, less that class's liabilities, divided by the total number
of outstanding shares of that class.


         Class A shares of the Fund are sold at their next determined NAV plus
the sales charge described in the Prospectus. The sales charge is paid to
Waddell & Reed, Inc., the Fund's underwriter. The price makeup as of September
30, 2000, which is the most recent balance sheet included in this SAI, was as
follows:



<TABLE>
<S>                                                              <C>
         NAV per Class A share (Class
              A net assets divided by Class A shares
              outstanding) ................................       $6.75
         Add:  selling commission (4.25% of offering
              price) ......................................        0.30
                                                                  -----
         Maximum offering price per Class A share
              (Class A NAV divided by 95.75%)..............       $7.05
                                                                  =====
</TABLE>



         The offering price of a Class A share is its NAV next




                                       40
<PAGE>

calculated following acceptance of a purchase order plus the sales charge, as
applicable. The offering price of a Class B, Class C or Class Y share is its NAV
next calculated following acceptance of a purchase order. The number of shares
you receive for your purchase depends on the next offering price after Waddell &
Reed, Inc. or an authorized third party receives and accepts your order at its
principal business office. You will be sent a confirmation after your purchase
which will indicate how many shares you have purchased. Shares are normally
issued for cash only.

         Waddell & Reed, Inc. need not accept any purchase order, and it or the
Fund may determine to discontinue offering Fund shares for purchase.

         The NAV and offering price per share are computed once on each day that
the NYSE is open for trading as of the later of the close of the regular session
of the NYSE or the close of the regular session of any domestic securities or
commodities exchange on which an option or futures contract held by the Fund is
traded. The NYSE annually announces the days on which it will not be open for
trading. The most recent announcement indicates that the NYSE will not be open
on the following days: New Year's Day, Martin Luther King, Jr. Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day
and Christmas Day. However, it is possible that the NYSE may close on other
days. The NAV will change every business day, since the value of the assets and
the number of shares outstanding change every business day.

         The Board of Directors has decided to use the prices provided by an
independent pricing service to value municipal bonds. The Board of Directors
believes that such a service does quote the securities' fair value. The Board of
Directors, however, may hereafter determine to use another service or use the
bid price quoted by dealers if it should determine that such service or quotes
more accurately reflect the fair value of municipal bonds held by the Fund.


         Short-term debt securities are valued at amortized cost, which
approximates market value. Securities or other assets that are not valued by
either of the foregoing methods and for which market quotations are not readily
available would be valued by appraisal at their fair value as determined in good
faith under procedures established by, and under the general supervision and
responsibility of, the Fund's Board of Directors.


         Puts, calls and futures contracts purchased and held by the Fund are
valued at the last sales price thereof on the securities or commodities
exchanges on which they are traded, or, if there are no transactions, at the
mean between bid and asked prices. Ordinarily, the close of the regular session
for options trading on national securities exchanges is 4:10 p.m. Eastern time
and the close of the regular session of commodities exchanges is 4:15 p.m.
Eastern time. Futures contracts will be valued with


                                       41
<PAGE>

reference to established futures exchanges. The value of a futures contract
purchased by the Fund will be either the closing price of that contract or the
bid price. Conversely, the value of a futures contract sold by the Fund will be
either the closing price or the asked price.


MINIMUM INITIAL AND SUBSEQUENT INVESTMENTS


         For Class A, Class B and Class C shares, initial investments must be at
least $500 with the exceptions described in this paragraph. A $100 minimum
initial investment pertains to certain exchanges of shares from another fund in
the Waddell & Reed Advisors Funds or W&R Funds, Inc. A $50 minimum initial
investment pertains to purchases for which an investor has arranged, at the time
of initial investment, to make subsequent purchases for the account by having
regular monthly withdrawals of $25 or more made from a bank account. A minimum
initial investment of $25 is applicable to purchases made through payroll
deduction for or by employees of Waddell & Reed, Inc., WRIMCO, or their
affiliates. Except with respect to certain exchanges and automatic withdrawals
from a bank account, a shareholder may make subsequent investments of any
amount.


         For Class Y shares, investments by government entities or authorities
or by corporations must total at least $10 million within the first twelve
months after initial investment. There is no initial investment minimum for
other Class Y investors.


REDUCED SALES CHARGES (APPLICABLE TO CLASS A SHARES ONLY)

     ACCOUNT GROUPING

         Large purchases of Class A shares are subject to lower sales charges.
The schedule of sales charges appears in the Prospectus. For the purpose of
taking advantage of the lower sales charges available for large purchases, a
purchase in any of categories 1 through 7 listed below made by an individual or
deemed to be made by an individual may be grouped with purchases in any other of
these categories. References to purchases in an Individual Retirement Account
(IRA) or other tax-advantage plan (for which investments in the Fund would not
be appropriate) are made only to illustrate how purchases of Fund shares may be
grouped with purchases made in shares of other funds in the Waddell & Reed
Advisors Funds.

1.       Purchases by an individual for his or her own account (includes
         purchases under the Waddell & Reed Advisors Funds Revocable Trust
         Form);

2.       Purchases by that individual's spouse purchasing for his or her own
         account (includes Waddell & Reed Advisors Funds Revocable Trust Form
         of spouse);


                                       42
<PAGE>

3.       Purchases by that individual or his or her spouse in their joint
         account;

4.       Purchases by that individual or his or her spouse for the account of
         their child under age 21;

5.       Purchase by any custodian for the child of that individual or spouse
         in a Uniform Transfers to Minors Act (UTMA) or Uniform Gift to Minors
         Act (UGMA) account;


6.       Purchases by that individual or his or her spouse for his or her
         Individual Retirement Account (IRA), salary reduction plan account
         under Section 457 of the Internal Revenue Code of 1986, as amended (the
         Code), provided that such purchases are subject to a sales charge (see
         Net Asset Value Purchases), tax-sheltered annuity account (TSA) or
         Keogh plan account, provided that the individual and spouse are the
         only participants in the Keogh plan; and


7.       Purchases by a trustee under a trust where that individual or his or
         her spouse is the settlor (the person who establishes the trust).

         For the foregoing categories, an individual's domestic partner is
treated as his or her spouse.

         Examples:

         A.       Grandmother opens an UGMA account for grandson A; Grandmother
                  has an account in her own name; A's father has an account in
                  his own name; the UGMA account may be grouped with A's
                  father's account but may not be grouped with Grandmother's
                  account;

         B.       H establishes a trust naming his children as beneficiaries and
                  appointing himself and his bank as co-trustees; a purchase
                  made in the trust account is eligible for grouping with an IRA
                  account of W, H's wife;

         C.       H's will provides for the establishment of a trust for the
                  benefit of his minor children upon H's death; his bank is
                  named as trustee; upon H's death, an account is established in
                  the name of the bank, as trustee; a purchase in the account
                  may be grouped with an account held by H's wife in her own
                  name.

         D.       X establishes a trust naming herself as trustee and R, her
                  son, as successor trustee and R and S as beneficiaries; upon
                  X's death, the account is transferred to R as trustee; a
                  purchase in the account may not be grouped with R's individual
                  account. (If X's spouse, Y, was successor trustee, this
                  purchase could be grouped with Y's individual account.)


                                       43
<PAGE>

         Account grouping as described above is available under the following
circumstances.

     ONE-TIME PURCHASES

         A one-time purchase of Class A shares in accounts eligible for grouping
may be combined for purposes of determining the availability of a reduced sales
charge. In order for an eligible purchase to be grouped, the investor must
advise Waddell & Reed, Inc. at the time the purchase is made that it is eligible
for grouping and identify the accounts with which it may be grouped.

Example:          H and W open an account in the Fund and invest $100,000; at
                  the same time, H's parents open up three UGMA accounts for H
                  and W's three minor children and invest $100,000 in each
                  child's name; the combined purchases of Class A shares are
                  subject to a reduced sales load applicable to a purchase of
                  $300,000 provided that Waddell & Reed, Inc. is advised that
                  the purchases are entitled to grouping.

     RIGHTS OF ACCUMULATION

         If Class A shares are held in any account and an additional purchase of
Class A shares is made in that account or in any account eligible for grouping
with that account, the additional purchase is combined with the NAV of the
existing account as of the date the new purchase is accepted by Waddell & Reed,
Inc. for the purpose of determining the availability of a reduced sales charge.

Example:          H is a current Class A shareholder who invested in the Fund
                  three years ago. His account has a NAV of $100,000. His wife,
                  W, now wishes to invest $15,000 in Class A shares of the Fund.
                  W's purchase will be combined with H's existing account and
                  will be entitled to the reduced sales charge applicable to a
                  purchase in excess of $100,000. H's original $100,000 purchase
                  was subject to a full sales charge and the reduced charge does
                  not apply retroactively to that purchase.

         In order to be entitled to Rights of Accumulation, the purchaser must
inform Waddell & Reed, Inc. that the purchaser is entitled to a reduced charge
and provide Waddell & Reed, Inc. with the name and number of the existing
account(s) with which the purchase may be combined.

     LETTER OF INTENT

         The benefit of a reduced sales charge for larger purchases of Class A
shares is also available under a Letter of Intent (LOI). By signing an LOI form,
which is available from Waddell & Reed, Inc., the purchaser indicates an
intention to invest, over a 13-month period, a dollar amount which is sufficient
to qualify


                                       44
<PAGE>

for a reduced sales charge. The 13-month period begins on the date the first
purchase made under the LOI is accepted by Waddell & Reed, Inc. Each purchase
made from time to time under the LOI is treated as if the purchaser were buying
at one time the total amount which he or she intends to invest. The sales charge
applicable to all purchases of Class A shares made under the terms of the LOI
will be the sales charge in effect on the beginning date of the 13-month period.

         In determining the amount which the purchaser must invest in order to
qualify for a reduced sales charge under an LOI, the investor's Rights of
Accumulation (see above) will be taken into account; that is, Class A shares
already held in the same account in which the purchase is being made or in any
account eligible for grouping with that account, as described above, will be
included.

Example:          H signs an LOI indicating his intent to invest in his own name
                  a dollar amount sufficient to entitle him to purchase Class A
                  shares at the sales charge applicable to a purchase of
                  $300,000. H has an UGMA account for his child and the Class A
                  shares held in the account have a NAV as of the date the LOI
                  is accepted by Waddell & Reed, Inc. of $50,000; H's wife, W,
                  has an account in her own name invested in another fund in the
                  Waddell & Reed Advisors Funds which charges the same sales
                  load as the Fund, with a NAV as of the date of acceptance of
                  the LOI of $75,000; H needs to invest $175,000 in Class A
                  shares over the 13-month period in order to qualify for the
                  reduced sales load applicable to a purchase of $300,000.

         A copy of the LOI signed by a purchaser will be returned to the
purchaser after it is accepted by Waddell & Reed, Inc. and will set forth the
dollar amount of Class A shares which must be purchased within the 13-month
period in order to qualify for the reduced sales charge.

         The minimum initial investment under an LOI is 5% of the dollar amount
which must be invested under the LOI. An amount equal to 5% of the purchase
required under the LOI will be held in escrow. If a purchaser does not, during
the period covered by the LOI, invest the amount required to qualify for the
reduced sales charge under the terms of the LOI, he or she will be responsible
for payment of the sales charge applicable to the amount actually invested. The
additional sales charge owed on purchases of Class A shares made under an LOI
which is not completed will be collected by redeeming part of the shares
purchased under the LOI and held in escrow unless the purchaser makes payment of
this amount to Waddell & Reed, Inc. within 20 days of Waddell & Reed, Inc.'s
request for payment.

         If the actual amount invested is higher than the amount an investor
intends to invest, and is large enough to qualify for a


                                       45
<PAGE>

sales charge lower than that available under the LOI, the lower sales charge
will apply.

         An LOI does not bind the purchaser to buy, or Waddell & Reed, Inc. to
sell, the shares covered by the LOI.

         With respect to LOIs for $2,000,000 or purchases otherwise qualifying
for no sales charge under the terms of the LOI, the initial investment must be
at least $200,000, and the value of any shares redeemed during the 13-month
period which were acquired under the LOI will be deducted in computing the
aggregate purchases under the LOI.

     OTHER FUNDS IN THE WADDELL & REED ADVISORS FUNDS AND W&R FUNDS, INC.


         Reduced sales charges for larger purchases of Class A shares apply to
purchases of any of the Class A shares of any of the funds in the Waddell & Reed
Advisors Funds and the W&R Funds, Inc. subject to a sales charge. A purchase of
Class A shares, or Class A shares held, in any of the funds in the Waddell &
Reed Advisors Funds and/or the W&R Funds, Inc. subject to a sales charge will be
treated as an investment in the Fund in determining the applicable sales charge.
For these purposes, Class A shares of Waddell & Reed Advisors Cash Management,
Inc., Waddell & Reed Advisors Municipal Money Market Fund, Inc. or W&R Funds,
Inc. Money Market Fund that were acquired by exchange of another Waddell & Reed
Advisors Fund or W&R Funds, Inc. Class A shares on which a sales charge was
paid, plus the shares paid as dividends on those acquired shares, are also taken
into account.



NET ASSET VALUE PURCHASES OF CLASS A SHARES


         Class A shares of the Fund may be purchased at NAV by the Directors and
officers of the Fund or of any affiliated entity of Waddell & Reed, Inc.,
employees of Waddell & Reed, Inc. or of any of its affiliates, financial
advisors of Waddell & Reed, Inc. and the spouse, children, parents, children's
spouses and spouse's parents of each such Director, officer, employee and
financial advisor. Child includes stepchild; parent includes stepparent. Trusts
under which the grantor and the trustee or a co-trustee are each an eligible
purchaser are also eligible for NAV purchases of Class A shares. A custodian
under the UGMA or UTMA purchasing for the child or grandchild of any employee or
financial advisor may purchase Class A shares at NAV whether or not the
custodian himself is an eligible purchaser. Employees includes retired
employees. A retired employee is an individual separated from service from
Waddell & Reed, Inc., or from an affiliated company with a vested interest in
any Employee Benefit plan sponsored by Waddell & Reed, Inc. or any of its
affiliated companies. Financial advisors includes retired financial advisors. A
retired financial advisor is any financial advisor who was, at the time of
separation from service from Waddell & Reed, Inc., a Senior Financial Advisor. A
custodian under UGMA or UTMA purchasing for the child or grandchild of any
employee or



                                       46
<PAGE>

financial advisor may purchase Class A shares at NAV whether or not the
custodian himself is an eligible purchaser.

         Until March 31, 2001, Class A shares may also be purchased at NAV by
persons who are clients of Legend if the purchase is made with the proceeds of
the redemption of shares of a mutual fund which is not within the Waddell & Reed
Advisors Funds or W&R Funds, Inc. and the purchase is made within 60 days of
such redemption.

         Shares may also be issued at NAV in a merger, acquisition or exchange
offer made pursuant to a plan of reorganization to which the Fund is a party.


REASONS FOR DIFFERENCES IN THE PUBLIC OFFERING PRICE OF CLASS A SHARES

         As described herein and in the Prospectus, there are a number of
instances in which the Fund's Class A shares are sold or issued on a basis other
than at the maximum public offering price, that is, the NAV plus the highest
sales charge. Some of these instances relate to lower or eliminated sales
charges for larger purchases of Class A shares, whether made at one time or over
a period of time as under an LOI or Rights of Accumulation. See the table of
sales charges in the Prospectus for the Class A shares. The reasons for these
quantity discounts are, in general, that (1) they are traditional and have long
been permitted in the industry and are therefore necessary to meet competition
as to sales of shares of other funds having such discounts, (2) certain quantity
discounts are required by rules of the National Association of Securities
Dealers, Inc. (as is elimination of sales charges on the reinvestment of
dividends and distributions), and (3) they are designed to avoid an unduly large
dollar amount of sales charge on substantial purchases in view of reduced
selling expenses. Quantity discounts are made available to certain related
persons for reasons of family unity and to provide a benefit to tax-exempt plans
and organizations.

In general, the reasons for the other instances in which there are reduced or
eliminated sales charges for Class A shares are as follows. Exchanges at NAV are
permitted because a sales charge has already been paid on the shares exchanged.
Sales of Class A shares without a sales charge are permitted to Directors,
officers and certain others due to reduced or eliminated selling expenses and
since such sales may aid in the development of a sound employee organization,
encourage responsibility and interest in the Waddell & Reed Advisors Funds and
an identification with its aims and policies. Limited reinvestments of
redemptions of Class A shares at no sales charge are permitted to attempt to
protect against mistaken or not fully informed redemption decisions. Class A
shares may be issued at no sales charge in plans of reorganization due to
reduced or eliminated sales expenses and since, in some cases, such issuance is
exempted in the 1940 Act from the otherwise applicable restrictions as to what
sales charge must be imposed. Reduced or


                                       47
<PAGE>

eliminated sales charges may also be used for certain short-term promotional
activities by Waddell & Reed, Inc. In no case in which there is a reduced or
eliminated sales charge are the interests of existing Class A shareholders
adversely affected since, in each case, the Fund receives the NAV per share of
all shares sold or issued.




EXCHANGES FOR SHARES OF OTHER FUNDS IN THE WADDELL & REED ADVISORS FUNDS AND W&R
FUNDS, INC.

     CLASS A SHARE EXCHANGES


         Once a sales charge has been paid on shares of a fund in the Waddell &
Reed Advisors Funds or the W&R Funds, Inc., these shares and any shares added to
them from dividends or distributions paid in shares may be freely exchanged for
Class A shares of another fund in the Waddell & Reed Advisors Funds or the W&R
Funds, Inc. The shares you exchange must be worth at least $100 or you must
already own shares of the fund in the Waddell & Reed Advisors Funds or the W&R
Funds, Inc. into which you want to exchange.

         You may exchange Class A shares you own in another fund in the Waddell
& Reed Advisors Funds or the W&R Funds, Inc. for Class A shares of the Fund
without charge if (1) a sales charge was paid on these shares, or (2) the shares
were received in exchange for shares for which a sales charge was paid, or (3)
the shares were acquired from reinvestment of dividends and distributions paid
on such shares. There may have been one or more such exchanges so long as a
sales charge was paid on the shares originally purchased. Also, shares acquired
without a sales charge because the purchase was $2 million or more will be
treated the same as shares on which a sales charge was paid.

         Shares of Waddell & Reed Advisors Municipal Bond Fund, Inc., Waddell &
Reed Advisors Government Securities Fund, Inc., Waddell & Reed Advisors
Municipal High Income Fund, Inc. (formerly, United Municipal Bond Fund, Inc.,
United Government Securities Fund, Inc. and United Municipal High Income Fund,
Inc., respectively), W&R Funds, Inc. Municipal Bond Fund and W&R Funds, Inc.
Limited-Term Bond Fund (formerly, Waddell & Reed Funds, Inc.) are the exceptions
and special rules apply. Class A shares of any of these funds may be exchanged
for Class A shares of the Fund only if (1) you received those shares as a result
of one or more exchanges of shares on which a maximum sales charge was
originally paid (currently, 5.75%), or (2) the shares have been held from the
date of original purchase for at least six months.

         Subject to the above rules regarding sales charges, you may have a
specific dollar amount of Class A shares of Waddell & Reed Advisors Cash
Management, Inc. or Class A shares of Waddell & Reed Advisors Municipal Money
Market Fund, Inc. automatically exchanged each month into Class A shares of the
Fund or any other fund in the Waddell & Reed Advisors Funds, provided you
already



                                       48
<PAGE>

own Class A shares of the fund. The shares of Waddell & Reed Advisors Cash
Management, Inc. or Waddell & Reed Advisors Municipal Money Market Fund, Inc.
which you designate for automatic exchange must be worth at least $100, which
may be allocated among the Class A shares of different funds in the Waddell &
Reed Advisors Funds so long as each fund receives a value of at least $25.
Minimum initial investment and minimum balance requirements apply to such
automatic exchange service.

         You may redeem your Class A shares of the Fund and use the proceeds to
purchase Class Y shares of the Fund if you meet the criteria for purchasing
Class Y shares.

     CLASS B SHARE EXCHANGES

         You may exchange Class B shares of the Fund for Class B shares of other
funds in the Waddell & Reed Advisors Funds and/or W&R Funds, Inc. without
charge.

         The redemption of the Fund's Class B shares as part of an exchange is
not subject to the deferred sales charge. For purposes of computing the deferred
sales charge, if any, applicable to the redemption of the shares acquired in the
exchange, those acquired shares are treated as having been purchased when the
original redeemed shares were purchased.


         You may have a specific dollar amount of Class B shares of Waddell &
Reed Advisors Cash Management, Inc. or Waddell & Reed Advisors Municipal Money
Market Fund, Inc. automatically exchanged each month into Class B shares of the
Fund or any other fund in the Waddell & Reed Advisors Funds, provided you
already own Class B shares of the fund. The shares of Waddell & Reed Advisors
Cash Management, Inc. or Waddell & Reed Advisors Municipal Money Market Fund,
Inc. which you designate for automatic exchange must be worth at least $100,
which may be allocated among different Funds so long as each Fund receives a
value of at least $25. Minimum initial investment and minimum balance
requirements apply to such automatic exchange service.


     CLASS C SHARE EXCHANGES

         You may exchange Class C shares of the Fund for Class C shares of other
funds in the Waddell & Reed Advisors Funds and/or W&R Funds, Inc. without
charge.

         The redemption of the Fund's Class C shares as part of an exchange is
not subject to the deferred sales charge. For purposes of computing the deferred
sales charge, if any, applicable to the redemption of the shares acquired in the
exchange, those acquired shares are treated as having been purchased when the
original redeemed shares were purchased.


      You may have a specific dollar amount of Class C shares of Waddell &
Reed Advisors Cash Management, Inc. or Waddell & Reed Advisors Municipal Money
Market Fund, Inc. automatically



                                       49
<PAGE>


exchanged each month into Class C shares of the Fund or any other fund in the
Waddell & Reed Advisors Funds, provided you already own Class C shares of the
fund. The shares of Waddell & Reed Advisors Cash Management, Inc. or Waddell &
Reed Advisors Municipal Money Market Fund, Inc. which you designate for
automatic exchange must be worth at least $100, which may be allocated among
different Funds so long as each Fund receives a value of at least $25. Minimum
initial investment and minimum balance requirements apply to such automatic
exchange service.


     CLASS Y SHARE EXCHANGES


         Class Y shares of the Fund may be exchanged for Class Y shares of any
other fund in the Waddell & Reed Advisors Funds or W&R Funds, Inc. or for Class
A shares of Waddell & Reed Advisors Cash Management, Inc. or Class A shares of
Waddell & Reed Advisors Municipal Money Market Fund, Inc.


     GENERAL EXCHANGE INFORMATION

         When you exchange shares, the total shares you receive will have the
same aggregate NAV as the total shares you exchange. The relative values are
those next figured after your exchange request is received in good order.


         These exchange rights and other exchange rights concerning the other
funds in the Waddell & Reed Advisors Funds and/or W&R Funds, Inc., can in most
instances be eliminated or modified at any time and any such exchange may not be
accepted.



FLEXIBLE WITHDRAWAL SERVICE FOR CLASS A, CLASS B AND CLASS C SHAREHOLDERS


         If you qualify, you may arrange to receive through the Flexible
Withdrawal Service ( the Service) regular monthly, quarterly, semiannual or
annual payments by redeeming on an ongoing basis Class A, Class B or Class C
shares that you own of the Fund or of any of the funds in the Waddell & Reed
Advisors Funds or W&R Funds, Inc. It would be a disadvantage to an investor to
make additional purchases of Class A shares while the Service is in effect
because it would result in duplication of sales charges. Class B and Class C
shares, and certain Class A shares to which the CDSC otherwise applies, that are
redeemed under the Service are not subject to a CDSC provided the amount
withdrawn does not exceed 24% of the account value annually. Applicable forms to
start the Service are available through Waddell & Reed Services Company.

         The maximum amount of the withdrawal for monthly, quarterly, semiannual
and annual withdrawals is 2%, 6%, 12% and 24% respectively of the value of your
account at the time the Service is established. The withdrawal proceeds are not
subject to the deferred sales charge, but only within these percentage
limitations. The minimum withdrawal is $50. The Service, and



                                       50
<PAGE>


this exclusion from the deferred sales charge, do not apply to a one-time
withdrawal.

         To qualify for the Service, you must have invested at least $10,000 in
Class A, Class B or Class C shares which you still own of any of the funds in
the Waddell & Reed Advisors Funds or W&R Funds, Inc.; or, you must own Class A,
Class B or Class C shares having a value of at least $10,000. The value for this
purpose is the value at the current offering price.

         You can choose to have shares redeemed to receive:

         1.  a monthly, quarterly, semiannual or annual payment of $50 or more;

         2.  a monthly payment, which will change each month, equal to
             one-twelfth of a percentage of the value of the shares in the
             Account; (you select the percentage); or

         3.  a monthly or quarterly payment, which will change each month or
             quarter, by redeeming a number of shares fixed by you (at least
             five shares).

         Shares are redeemed on the 20th day of the month in which the payment
is to be made, or on the prior business day if the 20th is not a business day.
Payments are made within five days of the redemption.

         Retirement plan accounts may be subject to a fee imposed by the Plan
Custodian for use of the Service.

         The dividends and distributions on shares of a class you have made
available for the Service are paid in additional shares of that class. All
payments under the Service are made by redeeming shares, which may involve a
gain or loss for tax purposes. To the extent that payments exceed dividends and
distributions, the number of shares you own will decrease. When all of the
shares in an account are redeemed, you will not receive any further payments.
Thus, the payments are not an annuity, an income or a return on your investment.

         You may, at any time, change the manner in which you have chosen to
have shares redeemed to any of the other choices originally available to you.
You may, at any time, redeem part or all of the shares in your account; if you
redeem all of the shares, the Service is terminated. The Fund can also terminate
the Service by notifying you in writing.

         After the end of each calendar year, information on shares redeemed
will be sent to you to assist you in completing your Federal income tax return.



                                       51
<PAGE>

REDEMPTIONS


         The Prospectus gives information as to redemption procedures.
Redemption payments are made within seven days from receipt of request, unless
delayed because of emergency conditions determined by the SEC, when the NYSE is
closed other than for weekends or holidays, or when trading on the NYSE is
restricted. Payment is made in cash, although under extraordinary conditions
redemptions may be made in portfolio securities. Payment for redemptions of
shares of the Fund may be made in portfolio securities when the Fund's Board of
Directors determines that conditions exist making cash payments undesirable.
Securities used for payment of redemptions are valued at the value used in
figuring NAV. There would be brokerage costs to the redeeming shareholder in
selling such securities. The Fund, however, has elected to be governed by Rule
18f-1 under the 1940 Act, pursuant to which it is obligated to redeem shares
solely in cash up to the lesser of $250,000 or 1% of its NAV during any 90-day
period for any one shareholder.



REINVESTMENT PRIVILEGE


         The Fund offers a one-time reinvestment privilege that allows you to
reinvest all or part of any amount of Class A shares you redeem from the Fund by
sending to the Fund the amount you wish to reinvest. The amount you return will
be reinvested in Class A shares at the NAV next calculated after the Fund
receives the returned amount. Your written request to reinvest and the amount to
be reinvested must be received within 45 days after your redemption request was
received, and the Fund must be offering Class A shares at the time your
reinvestment request is received. You can do this only once as to Class A shares
of the Fund. You do not use up this privilege by redeeming Class A shares to
invest the proceeds at NAV in a Keogh plan or an IRA.


         There is also a reinvestment privilege for Class B and Class C shares
and, where applicable, certain Class A shares under which you may reinvest all
or part of any amount of the shares you redeemed and have the corresponding
amount of the deferred sales charge, if any, which you paid restored to your
account by adding the amount of that charge to the amount you are reinvesting in
shares of the same class. If Fund shares of that class are then being offered,
you can put all or part of your redemption payment back into such shares at the
NAV next calculated after you have returned the amount. Your written request to
do this must be received within 45 days after your redemption request was
received. You can do this only once as to Class B, Class C and Class A shares of
the Fund. For purposes of determining future deferred sales charges, the
reinvestment will be treated as a new investment.


                                       52
<PAGE>

MANDATORY REDEMPTION OF CERTAIN SMALL ACCOUNTS

         The Fund has the right to compel the redemption of shares held under
any account or any plan if the aggregate NAV of such shares (taken at cost or
value as the Board of Directors may determine) is less than $500. The Board of
Directors has no intent to compel redemptions in the foreseeable future. If it
should elect to compel redemptions, shareholders who are affected will receive
prior written notice and will be permitted 60 days to bring their accounts up to
the minimum before this redemption is processed.


                             DIRECTORS AND OFFICERS

         The day-to-day affairs of the Fund are handled by outside organizations
selected by the Board of Directors. The Board of Directors has responsibility
for establishing broad corporate policies for the Fund and for overseeing
overall performance of the selected experts. It has the benefit of advice and
reports from independent counsel and independent auditors. The majority of the
Directors are not affiliated with Waddell & Reed, Inc.

         The principal occupation during the past five years of each Director
and officer of the Fund is stated below. Each of the persons listed through and
including Mr. Vogel is a member of the Fund's Board of Directors. The other
persons are officers of the Fund but are not members of the Board of Directors.
For purposes of this section, the term Fund Complex includes each of the
registered investment companies in the Waddell & Reed Advisors Funds, W&R Target
Funds, Inc. and W&R Funds, Inc. Each of the Fund's Directors is also a Director
of each of the other funds in the Fund Complex and each of the Fund's officers
is also an officer of one or more of the funds in the Fund Complex.


KEITH A. TUCKER*
         Chairman of the Board of Directors of the Fund and each of the other
funds in the Fund Complex; Chairman of the Board of Directors, Chief Executive
Officer and Director of Waddell & Reed Financial, Inc.; President, Chairman of
the Board of Directors, Director and Chief Executive Officer of Waddell & Reed
Financial Services, Inc.; Chairman of the Board of Directors and Director of
WRIMCO, Waddell & Reed, Inc. and Waddell & Reed Services Company; formerly,
President of each of the funds in the Fund Complex; formerly, Chairman of the
Board of Directors of Waddell & Reed Asset Management Company, a former
affiliate of Waddell & Reed Financial, Inc. Date of birth: February 11, 1945.

JAMES M. CONCANNON
950 Docking Road
Topeka, Kansas  66615
         Dean and Professor of Law, Washburn University School of Law;
Director, AmVestors CBO II Inc.  Date of birth:  October 2, 1947.


                                       53
<PAGE>

JOHN A. DILLINGHAM
4040 Northwest Claymont Drive
Kansas City, Missouri  64116
         President of JoDill Corp., an agricultural company; President and
Director of Dillingham Enterprises Inc.; formerly, Director and consultant,
McDougal Construction Company; formerly, Instructor at Central Missouri State
University; formerly, Member of the Board of Police Commissioners, Kansas City,
Missouri; formerly, Senior Vice President-Sales and Marketing of Garney
Companies, Inc., a specialty utility contractor. Date of birth: January 9, 1939.

DAVID P. GARDNER
263 West 3rd Avenue
San Mateo, California  94402
         Chairman and Chief Executive Officer of George S. and Delores Dor'e
Eccles Foundation; Director of First Security Corp., a bank holding company, and
Director of Fluor Corp., a company with interests in coal; formerly, President
of Hewlett Foundation. Date of birth: March 24, 1933.

LINDA K. GRAVES*
1 South West Cedar Crest Road
Topeka, Kansas  66606
         First Lady of Kansas; formerly, Partner, Levy and Craig, P.C., a law
firm. Date of birth: July 29, 1953.

JOSEPH HARROZ, JR.
125 South Creekdale Drive
Norman, Oklahoma  73072
         General Counsel of the Board of Regents at the University of Oklahoma;
Adjunct Professor of Law at the University of Oklahoma College of Law; Managing
Member, Harroz Investments, L.L.C.; formerly, Vice President for Executive
Affairs of the University of Oklahoma; formerly, Attorney with Crowe & Dunlevy,
a law firm. Date of birth: January 17, 1967.

JOHN F. HAYES
20 West 2nd Avenue
P. O. Box 2977
Hutchinson, Kansas  67504-2977
         Director of Central Bank and Trust; Director of Central Financial
Corporation; Chairman of the Board of Directors, Gilliland & Hayes, P.A., a law
firm; formerly, President of Gilliland & Hayes, P.A.; formerly, Director of
Central Properties, Inc. Date of birth: December 11, 1919.


                                       54
<PAGE>


ROBERT L. HECHLER*
         President and Principal Financial Officer of the Fund and each of the
other funds in the Fund Complex; Executive Vice President, Chief Operating
Officer and Director of Waddell & Reed Financial, Inc.; Executive Vice
President, Chief Operating Officer, Director and Treasurer of Waddell & Reed
Financial Services, Inc.; Executive Vice President, Principal Financial Officer,
Director and Treasurer of WRIMCO; President, Chief Executive Officer, Principal
Financial Officer, Director and Treasurer of Waddell & Reed, Inc.; Director and
Treasurer of Waddell & Reed Services Company; Chairman of the Board of
Directors, Chief Executive Officer, President and Director of Fiduciary Trust
Company of New Hampshire, an affiliate of Waddell & Reed, Inc.; Director of
Legend Group Holdings, LLC, Legend Advisory Corporation, Legend Equities
Corporation, Advisory Services Corporation, The Legend Group, Inc. and LEC
Insurance Agency, Inc., affiliates of Waddell & Reed Financial, Inc.; formerly,
Vice President of each of the funds in the Fund Complex; formerly, Director and
Treasurer of Waddell & Reed Asset Management Company; formerly, President of
Waddell & Reed Services Company. Date of birth: November 12, 1936.


HENRY J. HERRMANN*
         Vice President of the Fund and each of the other funds in the Fund
Complex; President, Chief Investment Officer, and Director of Waddell & Reed
Financial, Inc.; Executive Vice President, Chief Investment Officer and Director
of Waddell & Reed Financial Services, Inc.; Director of Waddell & Reed, Inc.;
President, Chief Executive Officer, Chief Investment Officer and Director of
WRIMCO; Chairman of the Board of Directors of Austin, Calvert & Flavin, Inc., an
affiliate of WRIMCO; formerly, President, Chief Executive Officer, Chief
Investment Officer and Director of Waddell & Reed Asset Management Company. Date
of birth: December 8, 1942.

GLENDON E. JOHNSON
13635 Deering Bay Drive
Unit 284
Miami, Florida  33158
         Retired; formerly, Director and Chief Executive Officer of John Alden
Financial Corporation and its subsidiaries. Date of birth: February 19, 1924.

WILLIAM T. MORGAN*
928 Glorietta Blvd.
Coronado, California  92118
         Retired; formerly, Chairman of the Board of Directors and President of
each of the funds in the Fund Complex then in existence. (Mr. Morgan retired as
Chairman of the Board of Directors and President of the funds in the Fund
Complex then in existence on April 30, 1993); formerly, President, Director and
Chief Executive Officer of WRIMCO and Waddell & Reed, Inc.; formerly, Chairman
of the Board of Directors of Waddell & Reed Services Company. Date of birth:
April 27, 1928.




                                       55
<PAGE>

RONALD C. REIMER
2601 Verona Road
Mission Hills, Kansas  66208
         Retired. Co-founder and teacher at Servant Leadership School of Kansas
City; Director and Vice President of Network Rehabilitation Services; Board
Member, Member of Executive Committee and Finance Committee of Truman Medical
Center; formerly, Employment Counselor and Director of McCue-Parker Center. Date
of birth: August 3, 1934.


FRANK J. ROSS, JR.*
700 West 47th Street
Kansas City, Missouri  64112
         Shareholder, Polsinelli, Shalton & Welte, a law firm; Director of
Columbian Bank and Trust. Date of birth: April 9, 1953.


ELEANOR B. SCHWARTZ
1213 West 95th Court, Chartwell 4
Kansas City, Missouri  64114
         Professor of Business Administration, University of Missouri-Kansas
City; formerly, Chancellor, University of Missouri-Kansas City. Date of birth:
January 1, 1937.

FREDERICK VOGEL III
1805 West Bradley Road
Milwaukee, Wisconsin  53217
         Retired.  Date of birth:  August 7, 1935.

DANIEL C. SCHULTE
         Vice President, Assistant Secretary and General Counsel of the Fund and
each of the other funds in the Fund Complex; Vice President, Secretary and
General Counsel of Waddell & Reed Financial, Inc.; Senior Vice President,
Secretary and General Counsel of Waddell & Reed Financial Services Company,
Waddell & Reed, Inc., WRIMCO and Waddell & Reed Services Company; Secretary and
Director of Fiduciary Trust Company of New Hampshire, an affiliate of Waddell &
Reed, Inc.; formerly, Assistant Secretary of Waddell & Reed Financial, Inc.;
formerly, an attorney with Klenda, Mitchell, Austerman & Zuercher, L.L.C. Date
of birth: December 8, 1965.

KRISTEN A. RICHARDS
         Vice President, Secretary and Associate General Counsel of the Fund and
each of the other funds in the Fund Complex; Vice President and Associate
General Counsel of WRIMCO; formerly, Assistant Secretary of the Fund and each of
the other funds in the Fund Complex; formerly, Compliance Officer of WRIMCO.
Date of birth: December 2, 1967.

THEODORE W. HOWARD
         Vice President, Treasurer and Principal Accounting Officer of the Fund
and each of the other funds in the Fund Complex; Vice President of Waddell &
Reed Services Company. Date of birth: July 18, 1942.


                                       56
<PAGE>

BRYAN J. BAILEY
         Bryan J. Bailey is Vice President of the Fund and one other Fund in the
Fund Complex and Vice President of WRIMCO; formerly, Assistant Portfolio Manager
for investment companies managed by WRIMCO. Date of birth: April 17, 1963.

         The address of each person is 6300 Lamar Avenue, P.O. Box 29217,
Shawnee Mission, Kansas 66201-9217 unless a different address is given.

         The Directors who may be deemed to be interested persons as defined in
the 1940 Act of the Fund's underwriter, Waddell & Reed, Inc., or of its manager,
WRIMCO, are indicated as such by an asterisk.

         The Board of Directors has created an honorary position of Director
Emeritus, whereby an incumbent Director who has attained the age of 70 may, or
if elected on or after May 31, 1993 and has attained the age of 75 must, resign
his or her position as Director and, unless he or she elects otherwise, will
serve as Director Emeritus provided the Director has served as a Director of the
Funds for at least five years which need not have been consecutive. A Director
Emeritus receives fees in recognition of his or her past services whether or not
services are rendered in his or her capacity as Director Emeritus, but he or she
has no authority or responsibility with respect to the management of the Fund.
Messrs. Henry L. Bellmon, Jay B. Dillingham, Doyle Patterson, Ronald K. Richey
and Paul S. Wise retired as Directors of the Fund and of each of the funds in
the Fund Complex, and each serves as Director Emeritus.


         The funds in the Waddell & Reed Advisors Funds, W&R Target Funds, Inc.
and W&R Funds, Inc. pay to each Director, effective October 1, 1999, an annual
base fee of $50,000, plus $3,000 for each meeting of the Board of Directors
attended and effective January 1, 2000, an annual base fee of $52,000 plus
$3,250 for each meeting of the Board of Directors attended, plus reimbursement
of expenses for attending such meeting and $500 for each committee meeting
attended which is not in conjunction with a Board of Directors meeting, other
than Directors who are affiliates of Waddell & Reed, Inc. (prior to October 1,
1999, the funds in the Waddell & Reed Advisors Funds, W&R Target Funds, Inc. and
Waddell & Reed Funds, Inc. paid to each Director an annual base fee of $48,000
plus $2,500 for each meeting of the Board of Directors attended). The fees to
the Directors are divided among the funds in the Waddell & Reed Advisors Funds,
W&R Target Funds, Inc. and W&R Funds, Inc. based on the funds' relative size.
During the Fund's fiscal year ended September 30, 2000, the Fund's Directors
received the following fees for service as a director:



                                       57
<PAGE>


<TABLE>
<CAPTION>
                               COMPENSATION TABLE

                                                                Total
                                   Aggregate                Compensation
                                 Compensation                 From Fund
                                     From                     and Fund
Director                             Fund                     Complex*
--------                         ------------               ------------
<S>                              <C>                      <C>
Robert L. Hechler                     $    0                   $     0
Henry J. Herrmann                          0                         0
Keith A. Tucker                            0                         0
James M. Concannon                     1,663                    63,500
John A. Dillingham                     1,663                    63,500
David P. Gardner                       1,663                    63,500
Linda K. Graves                        1,663                    63,500
Joseph Harroz, Jr.                     1,663                    63,500
John F. Hayes                          1,663                    63,500
Glendon E. Johnson                     1,663                    63,500
William T. Morgan                      1,663                    63,500
Ronald C. Reimer                       1,590                    60,250
Frank J. Ross, Jr.                     1,663                    63,500
Eleanor B. Schwartz                    1,663                    63,500
Frederick Vogel III                    1,663                    63,500
</TABLE>


*No pension or retirement benefits have been accrued as a part of Fund expenses.

         The officers are paid by WRIMCO or its affiliates.


SHAREHOLDINGS


         As of November 30, 2000, all of the Fund's Directors and officers as a
group owned less than 1% of the outstanding shares of the Fund. The following
table sets forth information with respect to the Fund, as of November 30, 2000,
regarding the ownership of the Fund's shares.


<TABLE>

                                                   Shares owned
Name and Address                                   Beneficially
of Beneficial Owner                 Class          or of Record      Percent
-------------------                 -----          ------------      -------
<S>                                 <C>            <C>               <C>
</TABLE>


James D Kuhlmann Jr &               Class B           23,881          11.48%
Patricia M Kuhlmann. Co-ttee
U/A dtd September 16, 1988
Kuhlmann Living Trust
P 0 Box 36804
Las Vegas NV 89133-6804

Betty W Taliaferro (TOD)            Class B           15,861           7.62%
9104 Roe Ave
Prairie Village KS 66207-2603

Mildred S Boylan Tr                 Class B           10,624           5.11%
U/A dtd 12/17/1999
Mildred S Boylan Rev Living Tr
3747 S 19th Rd
Bozeman MT 59718-7869

Earline Nelson (TOD)                Class B           11,639           5.59%
2804 SW 10th St
Lees Summit Mo 64081-2375

Albert R Arieta &                   Class C           22,380          20.98%
Manuelita E Arieta Jtn Ros
P 0 Box 481
Arnold CA 95223-0481

Randy J Dircks &                    Class C            6,307           5.91%
Kathryn M Holipitza Jtn Ros
109 Jennifer Dr
Chester NH 03036-4121

Elisabeth M Lawrence &              Class C            8,603           8.06%
Paul E Lawrence Jtn Ros
7512 Tempo Terr
Fridley MN 55432-3227

Randy Mueller &                     Class C            5,749           5.39%
Lori Mueller Jtn Ros
79 Spanish Moss Ct
Mandeville LA 70471-7273

Mildred A Seto (TOD)                Class C           14,814          13.88%
Riddle Village
309 Lexington Bldg
Media PA 19063

Johanna G Beal (TOD)                Class C            5,676           5.32%
80 Grove St Apt 610
Melrose MA 02176-4639

Super Cash Investment               Class Y        1,549,383          99.98%
Portfolio LP
A Partnership
1001 N US Highway 1 Ste 800
Jupiter FL 33477-4407




                            PAYMENTS TO SHAREHOLDERS


GENERAL

         There are two sources for the payments the Fund makes to you as a
shareholder of a class of shares of the Fund, other than payments when you
redeem your shares. The first source is net investment income, which is derived
from the interest and earned


                                       58
<PAGE>

discount on the securities the Fund holds, less expenses (which will vary by
class). The second source is net realized capital gains, which are derived from
the proceeds received from the Fund's sale of securities at a price higher than
the Fund's tax basis (usually cost) in such securities, less losses from sales
of securities at a price lower than the Fund's basis therein; these gains can be
either long-term or short-term, depending on how long the Fund has owned the
securities before it sells them. The payments made to shareholders from net
investment income and net short-term capital gains are called dividends.

         The Fund pays distributions from net capital gains (the excess of net
long-term capital gains over net short-term capital losses). It may or may not
have such gain, depending on whether securities are sold and at what price. If
the Fund has net capital gains, it will pay distributions once each year, in the
latter part of the fourth calendar quarter, except to the extent it has net
capital losses carried over from a prior year or years to offset the gains.


CHOICES YOU HAVE ON YOUR DIVIDENDS AND DISTRIBUTIONS


         On your application form, you can give instructions that (1) you want
cash for your dividends and/or distributions or (2) you want your dividends
and/or distributions paid in shares of the Fund of the same class as that with
respect to which they were paid. However, a total dividend and/or distribution
amount less than five dollars will be automatically paid in shares of the Fund
of the same class as that with respect to which they were paid. You can change
your instructions at any time. If you give no instructions, your dividends and
distributions will be paid in shares of the Fund of the same class as that with
respect to which they were paid. All payments in shares are at NAV without any
sales charge. The NAV used for this purpose is that computed as of the record
date for the dividend or distribution, although this could be changed by the
Directors.

         Even if you receive dividends and distributions on Class A shares in
cash, you can thereafter reinvest them (or distributions only) in Class A shares
of the Fund at NAV (i.e., no sales charge) next calculated after receipt by
Waddell & Reed, Inc., of the amount clearly identified as a reinvestment. The
reinvestment must be within 45 days after the payment.




                                      TAXES

         The Fund has qualified since inception for treatment as a RIC under the
Code, so that it is relieved of Federal income tax on that part of its
investment company taxable income (consisting generally of taxable net
investment income and net short-term capital gains that it distributes to its
shareholders. To continue to qualify for treatment as a RIC, the Fund must


                                       59
<PAGE>

distribute to its shareholders for each taxable year at least 90% of its
investment company taxable income plus its net interest income excludable from
gross income under Section 103(a) of the Code (Distribution Requirement), and
must meet several additional requirements. These requirements include the
following: (1) the Fund must derive at least 90% of its gross income each
taxable year from dividends, interest, payments with respect to securities
loans, and gains from the sale or other disposition of securities or foreign
currencies or other income (including gains from options, futures contracts or
forward contracts) derived with respect to its business of investing in
securities or those currencies (Income Requirement); (2) at the close of each
quarter of the Fund's taxable year, at least 50% of the value of its total
assets must be represented by cash and cash items, U.S. Government securities,
securities of other RICs and other securities that are limited, in respect of
any one issuer, to an amount that does not exceed 5% of the value of the Fund's
total assets and that does not represent more than 10% of the issuer's
outstanding voting securities (50% Diversification Requirement); and (3) at the
close of each quarter of the Fund's taxable year, not more than 25% of the value
of its total assets may be invested in securities (other than U.S. Government
securities or the securities of other RICs) of any one issuer.

         If the Fund failed to qualify for treatment as a RIC for any taxable
year, (a) it would be taxed as an ordinary corporation on the full amount of its
taxable income for that year (even if it distributed that income to its
shareholders) and (b) the shareholder would treat all distributions out of its
earnings and profits, including distributions that otherwise would be
exempt-interest dividends described in the following paragraph and distributions
of net capital gains, as taxable dividends (that is, ordinary income). In
addition, the Fund could be required to recognize unrealized gains, pay
substantial taxes and interest and make substantial distributions before
requalifying for RIC treatment.

         Dividends paid by the Fund will qualify as exempt-interest dividends,
and thus will be excludable from shareholders' gross income, if the Fund
satisfies the additional requirement that, at the close of each quarter of its
taxable year, at least 50% of the value of its total assets consists of
securities the interest on which is excludable from gross income under section
103(a); the Fund intends to continue to satisfy this requirement. The aggregate
dividends excludable from all shareholders' gross income may not exceed the
Fund's net tax-exempt income. The Fund uses the average annual method to
determine the exempt income portion of each distribution, and the percentage of
income designated as tax-exempt for any particular distribution may be
substantially different from the percentage of the Fund's income that was
tax-exempt during the period covered by the distribution. The treatment of
dividends from the Fund under state and local income tax laws may differ from
the treatment thereof under the Code.


                                       60
<PAGE>

         Up to 85% of social security and railroad retirement benefits may be
included in taxable income for recipients whose adjusted gross income (including
income from tax-exempt sources such as the Fund) plus 50% of their benefits
exceeds certain base amounts. Exempt-interest dividends from the Fund still are
tax-exempt to the extent described above; they are only included in the
calculation of whether a recipient's income exceeds the established amounts.

         If the Fund invests in any instruments that generate taxable income,
under the circumstances described in the Prospectus, distributions of the
interest earned thereon will be taxable to shareholders as ordinary income to
the extent of the Fund's earnings and profits. Moreover, if the Fund realizes
capital gains as a result of market transactions, any distribution of the gains
will be taxable to shareholders. There also may be collateral Federal income tax
consequences regarding the receipt of tax-exempt dividends by shareholders such
as S corporations, financial institutions and property and casualty insurance
companies. Any shareholder that falls into any of these categories should
consult its tax adviser concerning its investment in Fund shares.

         Dividends and distributions declared by the Fund in October, November
or December of any year and payable to shareholders of record on a date in any
of those months are deemed to have been paid by the Fund and received by the
shareholders on December 31 of that year even if they are paid by the Fund
during the following January. Accordingly, those dividends and distributions
will be reported by, and (except for exempt-interest dividends) taxed to, the
shareholders for the year in which that December 31 falls.

         If Fund shares are sold at a loss after being held for six months or
less, the loss will be disallowed to the extent of any exempt-interest dividends
received on those shares and any balance of the loss that is not disallowed will
be treated as a long-term, instead of short-term, capital loss to the extent of
any distributions received on those shares. Investors also should be aware that
if shares are purchased shortly before the record date for a taxable dividend or
distribution, the investor will receive some portion of the purchase price back
as a taxable dividend or distribution.

         The Fund will be subject to a nondeductible 4% excise tax (Excise Tax)
to the extent it fails to distribute, by the end of any calendar year,
substantially all of its ordinary (taxable) income for that year and capital
gain net income for the one-year period ending on October 31 of that year, plus
certain other amounts. For these purposes, the Fund may defer into the next
calendar year net capital losses incurred between November 1 and the end of the
current calendar year. It is the Fund's policy to pay sufficient taxable
dividends and distributions each year to avoid imposition of the Excise Tax.


                                       61
<PAGE>

INCOME FROM OPTIONS AND FUTURES CONTRACTS

         The use of hedging strategies, such as writing (selling) and purchasing
options and futures contracts, involves complex rules that will determine for
income tax purposes the amount, character and timing of recognition of the gains
and losses the Fund realizes in connection therewith. Gains from options and
futures contracts derived by the Fund with respect to its business of investing
in securities will qualify as permissible income under the Income Requirement.

         Any income the Fund earns from writing options is treated as short-term
capital gain. If the Fund enters into a closing purchase transaction, it will
have a short-term capital gain or loss based on the difference between the
premium it receives for the option it wrote and the premium it pays for the
option it buys. If an option written by the Fund lapses without being exercised,
the premium it receives also will be a short-term capital gain. If such an
option is exercised and the Fund thus sells the securities subject to the
option, the premium the Fund received will be added to the exercise price to
determine the gain or loss on the sale.

         Certain options and futures contracts in which the Fund may invest may
be section 1256 contracts. Section 1256 contracts held by the Fund at the end of
its taxable year, other than contracts subject to a mixed straddle election made
by the Fund, are marked-to-market (that is, treated as sold at that time for
their fair market value) for Federal income tax purposes, with the result that
unrealized gains or losses are treated as though they were realized. Sixty
percent of any net gains or losses recognized on these deemed sales, and 60% of
any net realized gains or losses from any actual sales of section 1256
contracts, are treated as long-term capital gains or losses, and the balance is
treated as short-term capital gains or losses. Section 1256 contracts also may
be marked-to-market for purposes of the Excise Tax and other purposes. The Fund
may need to distribute any mark-to-market gains to its shareholders to satisfy
the Distribution Requirement and/or avoid imposition of the Excise Tax, even
though it may not have closed the transactions and received cash to pay the
distributions.

         Code section 1092 (dealing with straddles) may also affect the taxation
of options and futures contracts in which the Fund may invest. That section
defines a straddle as offsetting positions with respect to personal property;
for these purposes, options, futures contracts and forward currency contracts
are personal property. Section 1092 generally provides that any loss from the
disposition of a position in a straddle may be deducted only to the extent the
loss exceeds the unrealized gain on the offsetting position(s) of the straddle.
In addition, these rules may postpone the recognition of a loss that would
otherwise be recognized under the mark-to-market rules discussed above. The
regulations under section 1092 also provide certain wash sale rules, which apply
to transactions where a position is sold at a


                                       62
<PAGE>

loss and a new offsetting position is acquired within a prescribed period, and
short sale rules applicable to straddles. If the Fund makes certain elections,
the amount, character and timing of the recognition of gains and losses from the
affected straddle positions will be determined under rules that vary according
to the elections made. Because only a few of the regulations implementing the
straddle rules have been promulgated, the tax consequences of straddle
transactions to the Fund are not entirely clear.

         If the Fund has an appreciated financial position -- generally, an
interest (including an interest through an option, futures contract or short
sale) with respect to any debt instrument (other than straight debt) or
partnership interest the fair market value of which exceeds its adjusted basis
-- and enters into a constructive sale of the position, the Fund will be treated
as having made an actual sale thereof, with the result that gain will be
recognized at that time. A constructive sale generally consists of a short sale,
an offsetting notional principal contract or futures contract entered into by
the Fund or a related person with respect to the same or substantially identical
property. In addition, if the appreciated financial position is itself a short
sale such a contract, acquisition of the underlying property or substantially
identical property will be deemed a constructive sale. The foregoing will not
apply, however, to any transaction during any taxable year that otherwise would
be treated as a constructive sale if the transaction is closed within 30 days
after the end of that year and the Fund holds the appreciated financial position
unhedged for 60 days after that closing (i.e., at no time during that 60-day
period is the Fund's risk of loss regarding that position reduced by reason of
certain specified transactions with respect to substantially identical or
related property, such as having an option to sell, being contractually
obligated to sell, making a short sale, or granting an option to buy
substantially identical stock or securities).


ZERO COUPON SECURITIES

         The Fund may acquire zero coupon or other securities issued with OID.
As a holder of those securities, the Fund must account for the OID that accrues
on such tax-exempt securities, and must include in its income the OID that
accrues on such taxable securities during the taxable year, even if the Fund
receives no corresponding payment on the securities during the year. Because the
Fund annually must distribute substantially all of its investment company
taxable income and net tax-exempt income, including any accrued OID, to satisfy
the Distribution Requirement and (with respect to taxable income) avoid
imposition of the Excise Tax, it may be required in a particular year to
distribute as a dividend an amount that is greater than the total amount of cash
it actually receives. Those distributions will be made from the Fund's cash
assets or from the proceeds of sales of portfolio securities, if necessary. The
Fund may realize capital


                                       63
<PAGE>

gains or losses from those sales, which would increase or decrease its
investment company taxable income and/or net capital gain.


                      PORTFOLIO TRANSACTIONS AND BROKERAGE


         One of the duties undertaken by WRIMCO pursuant to the Management
Agreement is to arrange the purchase and sale of securities for the portfolio of
the Fund. Purchases are made directly from issuers or from underwriters, dealers
or banks. Purchases from underwriters include a commission or concession paid by
the issuer to the underwriter. Purchases from dealers will include the spread
between the bid and asked prices. Brokerage commissions are paid primarily for
effecting transactions in securities traded on an exchange and otherwise only if
it appears likely that a better price or execution can be obtained. The
individual who manages the Fund may manage other advisory accounts with similar
investment objectives. It can be anticipated that the manager will frequently
place concurrent orders for all or most of the accounts for which the manager
has responsibility or WRIMCO may otherwise combine orders for the Fund with
those of other funds in the Waddell & Reed Advisors Funds, W&R Target Funds,
Inc. and W&R Funds, Inc. or other accounts for which it has investment
discretion, including accounts affiliated with WRIMCO. WRIMCO, at its
discretion, may aggregate such orders. Under current written procedures,
transactions effected pursuant to such combined orders are averaged as to price
and allocated in accordance with the purchase or sale orders actually placed for
each fund or advisory account, except where the combined order is not filled
completely. In this case, for a transaction not involving an initial public
offering (IPO), WRIMCO will ordinarily allocate the transaction pro rata based
on the orders placed, subject to certain variances provided for in the written
procedures. For a partially filled IPO order, subject to certain variances
specified in the written procedures, WRIMCO generally allocates the shares as
follows: the IPO shares are initially allocated pro rata among the included
funds and/or advisory accounts grouped according to investment objective, based
on relative total assets of each group; and the shares are then allocated within
each group pro rata based on relative total assets of the included funds and/or
advisory accounts, subject to certain exceptions.


         In all cases, WRIMCO seeks to implement its allocation procedures to
achieve a fair and equitable allocation of securities among its funds and other
advisory accounts. Sharing in large transactions could affect the price the Fund
pays or receives or the amount it buys or sells. As well, a better negotiated
price may be available through combined orders.

         To effect the portfolio transactions of the Fund, WRIMCO is authorized
to engage broker-dealers (brokers) which, in its best judgment based on all
relevant factors, will implement the policy of the Fund to seek best execution
(prompt and reliable execution


                                       64
<PAGE>

at the best price obtainable) for reasonable and competitive commissions or
spreads, as applicable. The Fund has not effected transactions through brokers
and does not anticipate doing so. However, if WRIMCO were to effect brokerage
transactions, it need not seek competitive commission bidding but is expected to
minimize the commissions paid to the extent consistent with the interests and
policies of the Fund. Subject to review by the Board of Directors, such policies
include the selection of brokers which provide execution and/or research
services and other services, including pricing or quotation services directly or
through others (research and brokerage services) considered by WRIMCO to be
useful or desirable for its investment management of the Fund and/or the other
funds and accounts over which WRIMCO has investment discretion.

         Research and brokerage services are, in general, defined by reference
to Section 28(e) of the Securities Exchange Act of 1934 as including (1) advice,
either directly or through publications or writings, as to the value of
securities, the advisability of investing in, purchasing or selling securities
and the availability of securities and purchasers or sellers; (2) furnishing
analyses and reports; or (3) effecting securities transactions and performing
functions incidental thereto (such as clearance, settlement and custody).
Investment discretion is, in general, defined as having authorization to
determine what securities shall be purchased or sold for an account, or making
those decisions even though someone else has responsibility.

         The commissions paid to brokers that provide such research and/or
brokerage services may be higher than the commission another qualified broker
would charge for effecting comparable transactions if a good faith determination
is made by WRIMCO that the commission is reasonable in relation to the research
or brokerage services provided. Subject to the foregoing considerations, WRIMCO
may also consider sales of Fund shares as a factor in the selection of
broker-dealers to execute portfolio transactions. No allocation of brokerage or
principal business is made to provide any other benefits to WRIMCO.

         The investment research provided by a particular broker may be useful
only to one or more of the other advisory accounts of WRIMCO and investment
research received for the commissions of those other accounts may be useful both
to the Fund and one or more of such other accounts. To the extent that
electronic or other products provided by such brokers to assist WRIMCO in making
investment management decisions are used for administration or other
non-research purposes, a reasonable allocation of the cost of the product
attributable to its non-research use is made by WRIMCO.

         Such investment research (which may be supplied by a third party at the
request of a broker) includes information on particular companies and industries
as well as market, economic or institutional activity areas. It serves to
broaden the scope and supplement the research activities of WRIMCO; serves to
make


                                       65
<PAGE>

available additional views for consideration and comparisons; and enables WRIMCO
to obtain market information on the price of securities held in the Fund's
portfolio or being considered for purchase.

         The Fund, WRIMCO and Waddell & Reed, Inc. have adopted a Code of Ethics
under Rule 17j-1 of the 1940 Act that permits their respective directors,
officers and employees to invest in securities, including securities that may be
purchased or held by the Fund. The Code of Ethics subjects covered personnel to
certain restrictions that include prohibited activities, pre-clearance
requirements and reporting obligations.


                                OTHER INFORMATION


THE SHARES OF THE FUND


         The Fund offers four classes of its shares: Class A, Class B, Class C
and Class Y. Each class represents an interest in the same assets of the Fund
and differ as follows: each class of shares has exclusive voting rights on
matters appropriately limited to that class; Class A shares are subject to an
initial sales charge and to an ongoing distribution and/or service fee and
certain Class A shares are subject to a CDSC; Class B and Class C are subject to
a CDSC and to ongoing distribution and service fees; Class B shares that have
been held by a shareholder for eight years will convert, automatically, eight
years after the month in which the shares were purchased, to Class A shares of
the Fund, and such conversion will be made, without charge or fee, on the basis
of the relative NAV of the two classes; and Class Y shares, which are designated
for institutional investors, have no sales charge nor ongoing distribution
and/or service fee; each class may bear differing amounts of certain
class-specific expenses; and each class has a separate exchange privilege. The
Fund does not anticipate that there will be any conflicts between the interests
of holders of the different classes of shares of the Fund by virtue of those
classes. On an ongoing basis, the Board of Directors will consider whether any
such conflict exists and, if so, take appropriate action. Each share of the Fund
is entitled to equal voting, dividend, liquidation and redemption rights, except
that due to the differing expenses borne by the four classes, dividends and
liquidation proceeds of Class B shares and Class C shares are expected to be
lower than for Class A shares, which in turn are expected to be lower than for
Class Y shares of the Fund. Each fractional share of a class has the same
rights, in proportion, as a full share of that class. Shares are fully paid and
nonassessable when purchased.


         The Fund does not hold annual meetings of shareholders; however,
certain significant corporate matters, such as the approval of a new investment
advisory agreement or a change in a fundamental investment policy, which require
shareholder approval will be presented to shareholders at a meeting called by
the


                                       66
<PAGE>

Board of Directors for such purpose.

         Special meetings of shareholders may be called for any purpose upon
receipt by the Fund of a request in writing signed by shareholders holding not
less than 25% of all shares entitled to vote at such meeting, provided certain
conditions stated in the Bylaws are met. There will normally be no meeting of
the shareholders for the purpose of electing directors until such time as less
than a majority of directors holding office have been elected by shareholders,
at time which the directors then in office will call a shareholders' meeting for
the election of directors. To the extent that Section 16(c) of the 1940 Act
applies to the Fund, the directors are required to call a meeting of
shareholders for the purpose of voting upon the question of removal of any
director when requested in writing to do so by the shareholders of record of not
less than 10% of the Fund's outstanding shares.

Each share (regardless of class) has one vote. All shares of the Fund vote
together as a single class, except as to any matter for which a separate vote of
any class is required by the 1940 Act, and except as to any matter which affects
the interests of one or more particular classes, in which case only the
shareholders of the affected classes are entitled to vote, each as a separate
class.


                                       67
<PAGE>

                                   APPENDIX A

         The following are descriptions of some of the ratings of securities
that the Fund may use. The Fund may also use ratings provided by other
nationally recognized statistical rating organizations in determining the
securities eligible for investment.


DESCRIPTION OF BOND RATINGS

         STANDARD & POOR'S, A DIVISION OF THE MCGRAW-HILL COMPANIES, INC. An S&P
corporate or municipal bond rating is a current assessment of the
creditworthiness of an obligor with respect to a specific obligation. This
assessment of creditworthiness may take into consideration obligors such as
guarantors, insurers or lessees.

         The debt rating is not a recommendation to purchase, sell or hold a
security, inasmuch as it does not comment as to market price or suitability for
a particular investor.

         The ratings are based on current information furnished to S&P by the
issuer or obtained by S&P from other sources it considers reliable. S&P does not
perform an audit in connection with any rating and may, on occasion, rely on
unaudited financial information. The ratings may be changed, suspended or
withdrawn as a result of changes in, or unavailability of, such information, or
based on other circumstances.

         The ratings are based, in varying degrees, on the following
considerations:

1.       Likelihood of default -- capacity and willingness of the obligor as to
         the timely payment of interest and repayment of principal in accordance
         with the terms of the obligation;

2.       Nature of and provisions of the obligation;

3.       Protection afforded by, and relative position of, the obligation in the
         event of bankruptcy, reorganization or other arrangement under the laws
         of bankruptcy and other laws affecting creditors' rights.

         A brief description of the applicable S&P rating symbols and their
meanings follow:

         AAA -- Debt rated AAA has the highest rating assigned by S&P. Capacity
to pay interest and repay principal is extremely strong.

         AA -- Debt rated AA also qualifies as high quality debt. Capacity to
pay interest and repay principal is very strong, and debt rated AA differs from
AAA issues only in small degree.


                                       68
<PAGE>

         A -- Debt rated A has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in higher rated
categories.

         BBB -- Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.

         BB, B, CCC, CC, C - Debt rated BB, B, CCC, CC and C is regarded as
having predominantly speculative characteristics with respect to capacity to pay
interest and repay principal in accordance with the terms of the obligation. BB
indicates the lowest degree of speculation and C the highest degree of
speculation. While such debt will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major exposures
to adverse conditions.

         BB -- Debt rated BB has less near-term vulnerability to default than
other speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions which could lead
to inadequate capacity to meet timely interest and principal payments. The BB
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB- rating.

         B -- Debt rated B has a greater vulnerability to default but currently
has the capacity to meet interest payments and principal repayments. Adverse
business, financial, or economic conditions will likely impair capacity or
willingness to pay interest and repay principal. The B rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
BB or BB- rating.

         CCC -- Debt rated CCC has a currently indefinable vulnerability to
default, and is dependent upon favorable business, financial and economic
conditions to meet timely payment of interest and repayment of principal. In the
event of adverse business, financial or economic conditions, it is not likely to
have the capacity to pay interest and repay principal. The CCC rating category
is also used for debt subordinated to senior debt that is assigned an actual or
implied B or B- rating.

         CC -- The rating CC is typically applied to debt subordinated to senior
debt that is assigned an actual or implied CCC rating.

         C -- The rating C is typically applied to debt subordinated to senior
debt which is assigned an actual or implied CCC- debt rating. The C rating may
be used to cover a situation where a


                                       69
<PAGE>

bankruptcy petition has been filed, but debt service payments are continued.

         CI -- The rating CI is reserved for income bonds on which no interest
is being paid.

         D -- Debt rated D is in payment default. It is used when interest
payments or principal payments are not made on a due date even if the applicable
grace period has not expired, unless S&P believes that such payments will be
made during such grace periods. The D rating will also be used upon a filing of
a bankruptcy petition if debt service payments are jeopardized.

         Plus (+) or Minus (-) -- To provide more detailed indications of credit
quality, the ratings from AA to CCC may be modified by the addition of a plus or
minus sign to show relative standing within the major rating categories.

         NR -- Indicates that no public rating has been requested, that there is
insufficient information on which to base a rating, or that S&P does not rate a
particular type of obligation as a matter of policy.

         Debt obligations of issuers outside the United States and its
territories are rated on the same basis as domestic corporate and municipal
issues. The ratings measure the creditworthiness of the obligor but do not take
into account currency exchange and related uncertainties.

         Bond Investment Quality Standards: Under present commercial bank
regulations issued by the Comptroller of the Currency, bonds rated in the top
four categories (AAA, AA, A, BBB, commonly known as investment grade ratings)
are generally regarded as eligible for bank investment. In addition, the laws of
various states governing legal investments may impose certain rating or other
standards for obligations eligible for investment by savings banks, trust
companies, insurance companies and fiduciaries generally.

         MOODY'S. A brief description of the applicable Moody's rating symbols
and their meanings follows:

         Aaa -- Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred to
as gilt edge. Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.

         Aa -- Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may


                                       70
<PAGE>

not be as large as in Aaa securities or fluctuations of protective elements may
be of greater amplitude or there may be other elements present which make the
long-term risks appear somewhat larger than in Aaa securities.

         A -- Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade obligations. Factors
giving security to principal and interest are considered adequate, but elements
may be present which suggest a susceptibility to impairment sometime in the
future.

         Baa -- Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Some bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.

         NOTE: Bonds within the above categories which possess the strongest
investment attributes are designated by the symbol 1 following the rating.

         Ba -- Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

         B -- Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may be
small.

         Caa -- Bonds which are rated Caa are of poor standing. Such issues may
be in default or there may be present elements of danger with respect to
principal or interest.

         Ca -- Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have other
marked shortcomings.

         C -- Bonds which are rated C are the lowest rated class of bonds and
issues so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.


DESCRIPTION OF MUNICIPAL NOTE RATINGS

         An S&P note rating reflects the liquidity factors and market access
risks unique to notes. Notes maturing in 3 years or less will likely receive a
note rating. Notes maturing beyond 3 years


                                       71
<PAGE>

will most likely receive a long-term debt rating. The following criteria will be
used in making that assessment.

--Amortization schedule (the larger the final maturity relative to other
maturities, the more likely the issue is to be treated as a note). --Source of
Payment (the more the issue depends on the market for its refinancing, the more
likely it is to be treated as a note.)

         The note rating symbols and definitions are as follows:

         SP-1 Strong capacity to pay principal and interest. Issues determined
to possess very strong characteristics are given a plus (+) designation.
         SP-2 Satisfactory capacity to pay principal and interest, with some
vulnerability to adverse financial and economic changes over the term of the
notes.
         SP-3 Speculative capacity to pay principal and interest.

         Moody's Short-Term Loan Ratings - Moody's ratings for state and
municipal short-term obligations will be designated Moody's Investment Grade
(MIG). This distinction is in recognition of the differences between short-term
credit risk and long-term risk. Factors affecting the liquidity of the borrower
are uppermost in importance in short-term borrowing, while various factors of
major importance in bond risk are of lesser importance over the short run.
Rating symbols and their meanings follow:

         MIG 1 -- This designation denotes best quality. There is present strong
protection by established cash flows, superior liquidity support or demonstrated
broad-based access to the market for refinancing.

         MIG 2 -- This designation denotes high quality. Margins of protection
are ample although not so large as in the preceding group.

         MIG 3 -- This designation denotes favorable quality. All security
elements are accounted for but this is lacking the undeniable strength of the
preceding grades. Liquidity and cash flow protection may be narrow and market
access for refinancing is likely to be less well established.

         MIG 4 -- This designation denotes adequate quality. Protection commonly
regarded as required of an investment security is present and although not
distinctly or predominantly speculative, there is specific risk.


DESCRIPTION OF COMMERCIAL PAPER RATINGS

         An S&P commercial paper rating is a current assessment of the
likelihood of timely payment of debt considered short-term in the relevant
market. Ratings are graded into several categories, ranging from A-1 for the
highest quality obligations to D for the


                                       72
<PAGE>

lowest. Issuers rated A are further referred to by use of numbers 1, 2 and 3 to
indicate the relative degree of safety. Issues assigned an A rating (the highest
rating) are regarded as having the greatest capacity for timely payment. An A-1
designation indicates that the degree of safety regarding timely payment is
strong. Those issues determined to possess extremely strong safety
characteristics are denoted with a plus sign (+) designation. An A-2 rating
indicates that capacity for timely payment is satisfactory; however, the
relative degree of safety is not as high as for issues designated A-1. Issues
rated A-3 have adequate capacity for timely payment; however, they are more
vulnerable to the adverse effects of changes in circumstances than obligations
carrying the higher designations. Issues rated B are regarded as having only
speculative capacity for timely payment. A C rating is assigned to short-term
debt obligations with a doubtful capacity for payment. Debt rated D is in
payment default, which occurs when interest payments or principal payments are
not made on the date due, even if the applicable grace period has not expired,
unless S&P believes that such payments will be made during such grace period.

         Moody's commercial paper ratings are opinions of the ability of issuers
to repay punctually promissory obligations not having an original maturity in
excess of nine months. Moody's employs the designations of Prime 1, Prime 2 and
Prime 3, all judged to be investment grade, to indicate the relative repayment
capacity of rated issuers. Issuers rated Prime 1 have a superior capacity for
repayment of short-term promissory obligations and repayment capacity will
normally be evidenced by (1) lending market positions in well established
industries; (2) high rates of return on funds employed; (3) conservative
capitalization structures with moderate reliance on debt and ample asset
protection; (4) broad margins in earnings coverage of fixed financial charges
and high internal cash generation; and (5) well established access to a range of
financial markets and assured sources of alternate liquidity. Issuers rated
Prime 2 also have a strong capacity for repayment of short-term promissory
obligations as will normally be evidenced by many of the characteristics
described above for Prime 1 issuers, but to a lesser degree. Earnings trends and
coverage ratios, while sound, will be more subject to variation; capitalization
characteristics, while still appropriate, may be more affected by external
conditions; and ample alternate liquidity is maintained. Issuers rated Prime 3
have an acceptable capacity for repayment of short-term promissory obligations,
as will normally be evidenced by many of the characteristics above for Prime 1
issuers, but to a lesser degree. The effect of industry characteristics and
market composition may be more pronounced; variability in earnings and
profitability may result in changes in the level of debt protection measurements
and requirement for relatively high financial leverage; and adequate alternate
liquidity is maintained.


                                       73
<PAGE>

THE INVESTMENTS OF
WADDELL & REED ADVISORS MUNICIPAL BOND FUND, INC.
SEPTEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                                    PRINCIPAL
                                                                                    AMOUNT IN
                                                                                    THOUSANDS                 VALUE
                                                                                    ----------             ------------
<S>                                                                                 <C>                    <C>
MUNICIPAL BONDS
ALABAMA - 0.24%
   BMC Special Care Facilities Financing
      Authority of the City of Montgomery,
      Revenue Bonds, Series 1998-B (Baptist
      Health),
      4.875%, 11-15-18 ....................................................           $ 2,000              $  1,787,500

ALASKA - 3.32%
   City of Valdez, Alaska, Marine
      Terminal Revenue Refunding Bonds
      (BP Pipelines (Alaska) Inc. Project),
      Series 1993A,
      5.85%, 8-1-25 .......................................................            17,650                17,473,500
   State of Alaska, International Airports
      System Revenue Bonds, Series 1999A,
      5.0%, 10-1-19 .......................................................             3,000                 2,703,750
   Alaska Housing Finance Corporation,
      Housing Development Bonds, 1997
      Series B (AMT),
      5.8%, 12-1-29 .......................................................             2,390                 2,327,263
   Alaska Energy Authority, Power Revenue
      Refunding Bonds, Fifth Series (Bradley
      Lake Hydroelectric Project),
      5.0%, 7-1-21 ........................................................             2,350                 2,141,437
      Total ...............................................................                                  24,645,950

CALIFORNIA - 8.88%
   California Statewide Communities Development Authority:
      Special Facilities Lease Revenue Bonds,
      1997 Series A (United Air Lines, Inc. - San
      Francisco International Airport Projects),
      5.7%, 10-1-33 .......................................................            20,900                18,940,625
      Hospital Revenue Certificates of Participation,
      Series 1992, Cedars-Sinai Medical Center,
      6.5%, 8-1-12 ........................................................             5,200                 5,687,500
      Hospital Refunding Revenue Certificates of
      Participation, Series 1993, Cedars-Sinai Medical
      Center, Inverse Floating Rate Securities (INFLOS),
      6.342%, 11-1-15 (A) .................................................             3,300                 3,172,125
   East Bay Municipal Utility District (Alameda
      and Contra Costa Counties, California),
      Wastewater System Subordinated Revenue
      Refunding Bonds, Series 1993B-2,
      Inverse Floating Securities:
      6.52%, 6-1-20 (A) ...................................................             7,250                 7,240,938
      6.42%, 6-1-13 (A) ...................................................             5,450                 5,627,125
</TABLE>

                SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .

                                       1


<PAGE>

THE INVESTMENTS OF
WADDELL & REED ADVISORS MUNICIPAL BOND FUND, INC.
SEPTEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                                    PRINCIPAL
                                                                                    AMOUNT IN
                                                                                    THOUSANDS                 VALUE
                                                                                    ----------             ------------
<S>                                                                                 <C>                    <C>
MUNICIPAL BONDS (CONTINUED)
CALIFORNIA (CONTINUED)
   Southern California Public Power Authority:
      Multiple Project Revenue Bonds, 1989 Series,
      6.75%, 7-1-12 .......................................................           $ 3,455              $  4,025,075
      Mead-Adelanto Project Revenue Bonds,
      1994 Series A,
      Special Linked Auction Rate Securities
      (ACES) and Inverse Floaters,
      5.01%, 7-1-15 .......................................................             2,800                 2,775,500
      Mead-Phoenix Project Revenue Bonds, 1994 Series A
      Special Linked Auction Rate Securities
      (ACES) and Inverse Floaters,
      5.01%, 7-1-15 .......................................................             2,600                 2,577,250
   Transmission Agency of Northern California,
      California-Oregon Transmission Project
      Revenue Bonds, 1990 Series A,
      7.0%, 5-1-13 ........................................................             5,500                 6,641,250
   California Rural Home Mortgage Finance Authority,
      Single Family Mortgage Revenue Bonds
      (Mortgage-Backed Securities Program):
      1997 Series C,
      6.75%, 3-1-29 .......................................................             2,050                 2,260,125
      1998 Series B,
      6.35%, 12-1-29 ......................................................             1,940                 2,039,425
   Foothill/Eastern Transportation Corridor Agency,
      Toll Road Refunding Revenue Bonds, Series 1999,
      Capital Appreciation Bonds,
      0.0%, 1-15-17 .......................................................             7,500                 2,990,625
   Delta Counties Home Mortgage Finance Authority
      (California), Single Family Mortgage Revenue
      Bonds (Mortgage-Backed Securities Program),
      1998 Series A,
      5.2%, 12-1-14 .......................................................             1,865                 1,841,687
      Total ...............................................................                                  65,819,250
</TABLE>

                SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .

                                       2


<PAGE>

THE INVESTMENTS OF
WADDELL & REED ADVISORS MUNICIPAL BOND FUND, INC.
SEPTEMBER 30, 2000

<TABLE>
<CAPTION>

                                                                                    PRINCIPAL
                                                                                    AMOUNT IN
                                                                                    THOUSANDS                 VALUE
                                                                                    ----------             ------------
<S>                                                                                 <C>                    <C>
MUNICIPAL BONDS (CONTINUED)
COLORADO - 2.40%
   Colorado Housing and Finance Authority,
      Single Family Program Senior and Subordinate
      Bonds:
      1997 Series C-2 Senior Bonds,
      6.875%, 11-1-28 .....................................................           $ 2,500              $  2,662,500
      1999 Series A-2 Senior Bonds,
      6.45%, 4-1-30 .......................................................             2,185                 2,275,131
      1999 Series C-2 Senior Bonds,
      7.05%, 4-1-31 .......................................................             2,000                 2,177,500
      1997 Series A-2 Senior Bonds,
      7.25%, 5-1-27 .......................................................             1,710                 1,863,900
      2000 Series D-2 Senior Bonds,
      6.9%, 4-1-29 ........................................................             1,500                 1,631,250
      2000 Series B-3 Senior Bonds,
      6.7%, 10-1-16 .......................................................             1,000                 1,088,750
      2000 Series D-3 Senior Bonds,
      6.75%, 4-1-32 .......................................................             1,000                 1,088,750
      1998 Series A-3,
      6.5%, 5-1-16 ........................................................             1,000                 1,056,250
   City and County of Denver, Colorado,
      Airport System Revenue Bonds,
      Series 1996D,
      5.5%, 11-15-25 ......................................................             2,000                 1,937,500
   Highlands Ranch Metropolitan District No. 3,
      Douglas County, Colorado, General
      Obligation Bonds, Series 1999,
      5.3%, 12-1-19 .......................................................             1,250                 1,137,500
   University of Colorado Hospital Authority,
      Revenue Bonds, Series 1999A,
      5.0%, 11-15-19 ......................................................             1,000                   908,750
      Total ...............................................................                                  17,827,781

CONNECTICUT - 2.60%
   Eastern Connecticut Resource Recovery
      Authority, Solid Waste Revenue Bonds
      (Wheelabrator Lisbon Project),
      Series 1993A,
      5.5%, 1-1-14 ........................................................            13,700                12,004,625
   Bristol Resource Recovery Facility Operating
      Committee, Solid Waste Revenue Refunding
      Bonds (Ogden Martin Systems of Bristol,
      Inc. Project - 1995 Series),
      6.5%, 7-1-14 ........................................................             7,000                 7,271,250
      Total ...............................................................                                  19,275,875
</TABLE>

                SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .

                                       3

<PAGE>



THE INVESTMENTS OF
WADDELL & REED ADVISORS MUNICIPAL BOND FUND, INC.
SEPTEMBER 30, 2000

<TABLE>
<CAPTION>

                                                                                    PRINCIPAL
                                                                                    AMOUNT IN
                                                                                    THOUSANDS                 VALUE
                                                                                    ----------             ------------
<S>                                                                                 <C>                    <C>
MUNICIPAL BONDS (CONTINUED)
FLORIDA - 0.79%
   Housing Finance Authority of Lee County, Florida,
      Single Family Mortgage Revenue Bonds:
      Series 1998A, Subseries 6,
      6.45%, 3-1-31 .......................................................           $ 2,175              $  2,281,031
      Series 1999A, Subseries 2,
      5.0%, 9-1-30 ........................................................             1,495                 1,444,544
   City of Miami, Florida, Health Facilities
      Authority, Health Facilities Revenue Refunding
      Bonds (Mercy Hospital Project), Series 1994A,
      Inverse Floating Rate Security (INFLOS),
      5.97%, 8-15-15 (A) ..................................................             2,200                 2,139,500
      Total ...............................................................                                   5,865,075

GEORGIA - 4.06%
   Municipal Electric Authority of Georgia:
      Project One Special Obligation Bonds,
      Fifth Crossover Series,
      6.4%, 1-1-13 ........................................................            15,500                17,263,125
      General Power Revenue Bonds,
      1992B Series,
      8.25%, 1-1-11 .......................................................             8,700                10,951,125
   Private Colleges and Universities Authority,
      Revenue and Refunding Bonds (Mercer University
      Project), Tax-Exempt Series 1999A,
      5.25%, 10-1-20 ......................................................             2,000                 1,865,000
      Total ...............................................................                                  30,079,250

HAWAII - 0.49%
   Department of Budget and Finance of the State
      of Hawaii, Special Purpose Revenue Bonds (Citizens
      Utilities Company Project), Series 1991, Linked
      Residual Interest Bonds (RIBS) and Select
      Auction Variable Rate Securities (SAVRS),
      6.5%, 11-1-21 .......................................................             3,500                 3,605,070

IDAHO - 0.92%
   Idaho Health Facilities Authority, Hospital
      Revenue Refunding Bonds, Series 1992
      (IHC Hospitals, Inc.),
      6.632%, 2-15-21 .....................................................             6,000                 6,825,000
</TABLE>

                SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .

                                       4


<PAGE>



THE INVESTMENTS OF
WADDELL & REED ADVISORS MUNICIPAL BOND FUND, INC.
SEPTEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                                    PRINCIPAL
                                                                                    AMOUNT IN
                                                                                    THOUSANDS                 VALUE
                                                                                    ----------             ------------
<S>                                                                                 <C>                    <C>
MUNICIPAL BONDS (CONTINUED)
ILLINOIS - 2.62%
   City of Chicago, Collateralized Single Family
      Mortgage Revenue Bonds:
      Series 1998C-1,
      6.3%, 9-1-29 ........................................................           $ 3,980              $  4,179,000
      Series 1998A-1,
      6.45%, 9-1-29 .......................................................             2,480                 2,635,000
      Series 1999A,
      6.35%, 10-1-30 ......................................................             2,500                 2,596,875
      Series 1999C,
      7.05%, 10-1-30 ......................................................             2,000                 2,147,500
      Series 1997-B,
      6.95%, 9-1-28 .......................................................             1,740                 1,842,225
      Series 2000C,
      7.0%, 3-1-32 ........................................................             1,000                 1,092,500
   Illinois Health Facilities Authority, Revenue Bonds:
      Series 1997A (Victory Health Services),
      5.375%, 8-15-16 .....................................................             3,000                 2,658,750
      Series 1999 (Alexian Brothers Health System),
      5.0%, 1-1-19 ........................................................             1,500                 1,366,875
   School District Number 116, Champaign County,
      Illinois (Urbana), General Obligation School
      Building Bonds, Series 1999C,
      0.0%, 1-1-12 ........................................................             1,695                   904,706
      Total ...............................................................                                  19,423,431

INDIANA - 5.15%
   Indiana State Office Building Commission,
      Capitol Complex Revenue Bonds:
      Series 1990B (State Office Building I Facility),
      7.4%, 7-1-15 ........................................................             8,000                 9,590,000
      Series 1990A (Senate Avenue Parking Facility),
      7.4%, 7-1-15 ........................................................             4,775                 5,700,156
   Indiana Transportation Finance Authority,
      Highway Revenue Bonds, Series 1990A,
      7.25%, 6-1-15 .......................................................             9,000                10,620,000
   Indianapolis Airport Authority,
      Special Facility Revenue Bonds, Series 1995 A
      (United Air Lines, Inc., Indianapolis
      Maintenance Center Project),
      6.5%, 11-15-31 ......................................................            10,850                10,416,000
   Indiana Health Facility Financing Authority,
      Hospital Revenue Bonds, Series 1999A
      (Deaconess Hospital Obligated Group),
      5.75%, 3-1-19 .......................................................             2,000                 1,835,000
      Total ...............................................................                                  38,161,156
</TABLE>

                SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .

                                       5


<PAGE>



THE INVESTMENTS OF
WADDELL & REED ADVISORS MUNICIPAL BOND FUND, INC.
SEPTEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                                    PRINCIPAL
                                                                                    AMOUNT IN
                                                                                    THOUSANDS                 VALUE
                                                                                    ----------             ------------
<S>                                                                                 <C>                    <C>
MUNICIPAL BONDS (CONTINUED)
KANSAS - 1.58%
   Sedgwick County, Kansas and Shawnee County, Kansas, Single Family Mortgage
      Revenue Bonds (Mortgage-Backed Securities Program):
      1998 Series A-1 (AMT),
      6.5%, 12-1-22 .......................................................           $ 7,760              $  8,274,100
      1999 Series A-1 (AMT),
      6.875%, 12-1-26 .....................................................             1,990                 2,139,250
   Unified School District No. 204, Wyandotte
      County, Kansas (Bonner Springs - Edwardsville),
      General Obligation Improvement and Refunding
      Bonds, Series 2000A,
      5.2%, 9-1-13 ........................................................             1,305                 1,311,525
      Total ...............................................................                                  11,724,875

KENTUCKY - 0.07%
   County of Jefferson, Kentucky, Insured
      Hospital Revenue Bonds, Series 1992 (Alliant
      Health System, Inc. Project), Inverse Floaters,
      8.52%, 10-23-14 (A) .................................................               500                   540,000


LOUISIANA - 0.77%
   Parish of East Baton Rouge, State of
      Louisiana, Refunding Revenue Bonds
      (Georgia-Pacific Corporation Project),
      Series 1998,
      5.35%, 9-1-11 .......................................................             3,000                 2,782,500
   Louisiana Public Facilities Authority,
      Hospital Revenue and Refunding Bonds
      (Pendleton Memorial Methodist Hospital
      Project), Series 1998,
      5.25%, 6-1-17 .......................................................             2,000                 1,550,000
   Parish of Webster, Louisiana, Pollution
      Control Revenue Refunding Bonds,
      1998 Series B (Non-AMT),
      5.2%, 3-1-13 ........................................................             1,435                 1,348,900
      Total ...............................................................                                   5,681,400

MASSACHUSETTS - 1.68%
   City of Quincy, Massachusetts, Revenue Refunding
      Bonds, Quincy Hospital Issue, Series 1993,
      Inverse Floating Rate Security (INFLOS),
      5.904%, 1-15-11 (A) .................................................             5,700                 5,778,375
</TABLE>

                SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .

                                       6


<PAGE>

THE INVESTMENTS OF
WADDELL & REED ADVISORS MUNICIPAL BOND FUND, INC.
SEPTEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                                    PRINCIPAL
                                                                                    AMOUNT IN
                                                                                    THOUSANDS                 VALUE
                                                                                    ----------             ------------
<S>                                                                                 <C>                    <C>
MUNICIPAL BONDS (CONTINUED)
MASSACHUSETTS (CONTINUED)
   Massachusetts Housing Finance Agency,
      Single Family Housing Revenue Bonds,
      Series 57 (AMT),
      5.6%, 6-1-30 ........................................................           $ 4,540              $  4,313,000
   Massachusetts Municipal Wholesale Electric
      Company, Power Supply System Revenue Bonds,
      1993 Series A, ... Inverse Floating Rate
      Security (INFLOS),
      6.27%, 7-1-18 (A) ...................................................             2,500                 2,340,625
      Total ...............................................................                                  12,432,000

MICHIGAN - 2.29%
   Michigan Strategic Fund:
      Limited Obligation Refunding Revenue Bonds,
      The Detroit Edison Company Pollution Control
      Bonds Project, Collateralized Series 1991 AA,
      6.95%, 5-1-11 .......................................................             8,000                 9,340,000
      Limited Obligation Revenue Bonds, WMX
      Technologies, Inc. Project, Series 1993,
      6.0%, 12-1-13 .......................................................             4,000                 3,630,000

   City of Detroit, Michigan, Sewage Disposal
      System Revenue and Revenue Refunding Bonds,
      Series 1993-A, Inverse Floating Rate Security
      (INFLOS),
      6.637%, 7-1-23 (A) ..................................................             2,600                 2,554,500
   Michigan State Hospital Finance Authority,
      Hospital Revenue Bonds (The Detroit Medical
      Center Obligated Group), Series 1998A,
      5.125%, 8-15-18 .....................................................             2,000                 1,430,000
      Total ...............................................................                                  16,954,500

MINNESOTA - 0.79%
   City of Rochester, Minnesota, Health
      Care Facilities Revenue Bonds (Mayo
      Foundation/Mayo Medical Center),
      Series 1992D, Floating Inverse
      Rate Securities (FIRS),
      7.011%, 11-15-09 (A) ................................................             4,500                 4,871,250
   HealthSystem Minnesota, The Healthcare
      Network, City of St. Louis Park,
      Minnesota, Health Care Facilities Revenue
      Bonds (HealthSystem Minnesota Obligated
      Group), Series 1993, Inverse Floater,
      4.907%, 7-1-13 (A) ..................................................             1,000                   986,250
      Total ...............................................................                                   5,857,500
</TABLE>

                SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .

                                       7


<PAGE>

THE INVESTMENTS OF
WADDELL & REED ADVISORS MUNICIPAL BOND FUND, INC.
SEPTEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                                    PRINCIPAL
                                                                                    AMOUNT IN
                                                                                    THOUSANDS                 VALUE
                                                                                    ----------             ------------
<S>                                                                                 <C>                    <C>
MUNICIPAL BONDS (CONTINUED)
MISSISSIPPI - 2.84%
   Lowndes County, Mississippi, Solid Waste
      Disposal and Pollution Control
      Refunding Revenue Bonds (Weyerhaeuser
      Company Project), Series 1992B,
      6.7%, 4-1-22 ........................................................           $11,000              $ 11,962,500
Mississippi Higher Education Assistance
      Corporation, Student Loan Revenue Bonds,
      Subordinate Series 1996-C:
      6.75%, 9-1-14 .......................................................             5,500                 5,568,750
      6.7%, 9-1-12 ........................................................             1,470                 1,486,537
   Mississippi Home Corporation, Single Family
      Mortgage Revenue Bonds, Series 1999A,
      6.3%, 6-1-31 ........................................................             1,995                 2,044,875
      Total ...............................................................                                  21,062,662

MISSOURI - 1.98%
   Health and Educational Facilities Authority
      of the State of Missouri, Health Facilities
      Revenue Bonds:
      Barnes-Jewish, Inc./Christian Health
      Services, Series 1993A,
      6.0%, 5-15-11 .......................................................             3,000                 3,165,000
      Lake of the Ozarks General Hospital, Inc.,
      Series 1998,
      5.1%, 2-15-18 .......................................................             2,220                 2,036,850
      Freeman Health System Project, Series 1998,
      5.25%, 2-15-18 ......................................................             2,460                 2,029,500
   Missouri Housing Development Commission,
      Single Family Mortgage Revenue Bonds
      (Homeownership Loan Program):
      1997 Series C-1 (Non-AMT),
      6.55%, 9-1-28 .......................................................             1,960                 2,080,050
      1998 Series D-2 (AMT),
      6.3%, 3-1-29 ........................................................             1,145                 1,176,487
      1998 Series B-2 (AMT),
      6.4%, 3-1-29 ........................................................               950                   997,500
      1997 Series A-2 (AMT),
      7.3%, 3-1-28 ........................................................               840                   922,950
   Missouri Higher Education Loan Authority
      (A Public Instrumentality and Body
      Corporate and Politic of the State of
      Missouri), Student Loan Revenue Bonds,
      Subordinate Series 1994A,
      5.45%, 2-15-09 ......................................................             1,500                 1,458,750
</TABLE>

                SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .

                                       8


<PAGE>

THE INVESTMENTS OF
WADDELL & REED ADVISORS MUNICIPAL BOND FUND, INC.
SEPTEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                                    PRINCIPAL
                                                                                    AMOUNT IN
                                                                                    THOUSANDS                 VALUE
                                                                                    ----------             ------------
<S>                                                                                 <C>                    <C>
MUNICIPAL BONDS (CONTINUED)
MISSOURI (CONTINUED)
   The Industrial Development Authority of the
      County of Taney, Missouri, Hospital Revenue
      Bonds (The Skaggs Community Hospital Association),
      Series 1998,
      5.3%, 5-15-18 .......................................................           $ 1,000              $    832,500
      Total ...............................................................                                  14,699,587

MONTANA - 0.44%
   Montana Higher Education Student Assistance
      Corporation, Student Loan Revenue Bonds,
      Subordinate Series 1998-B,
      5.5%, 12-1-31 .......................................................             3,500                 3,263,750

NEBRASKA - 2.10%
   Nebraska Higher Education Loan Program, Inc.,
      1993-2 Series A-6 Junior Subordinate Bonds,
      6.4%, 6-1-13 ........................................................            14,500                15,533,125

NEVADA - 1.26% Clark County, Nevada:
      Industrial Development Refunding Revenue
      Bonds (Nevada Power Company Project),
      Series 1995B,
      5.9%, 10-1-30 .......................................................             5,500                 4,915,625
      Industrial Development Revenue Bonds (Nevada
      Power Company Project), Series 1997A,
      5.9%, 11-1-32 .......................................................             2,000                 1,785,000
   Nevada Housing Division, Single Family
      Mortgage Bonds:
      1998 Series A-1 Mezzanine Bonds,
      5.35%, 4-1-16 .......................................................             1,905                 1,854,994
      1996 Series C Subordinate Bonds,
      6.35%, 4-1-09 .......................................................               775                   807,937
      Total ...............................................................                                   9,363,556

NEW HAMPSHIRE - 2.45%
   State of New Hampshire, Turnpike System Revenue
      Bonds, 1994 Series C, Linked Select Auction
      Variable Rate Securities (SAVRS) and Residual
      Interest Bonds (RIBS),
      5.226%, 2-1-24 ......................................................            20,000                18,200,000
</TABLE>

                SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .

                                       9


<PAGE>

THE INVESTMENTS OF
WADDELL & REED ADVISORS MUNICIPAL BOND FUND, INC.
SEPTEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                                    PRINCIPAL
                                                                                    AMOUNT IN
                                                                                    THOUSANDS                 VALUE
                                                                                    ----------             ------------
<S>                                                                                 <C>                    <C>
MUNICIPAL BONDS (CONTINUED)
NEW JERSEY - 0.12%
New Jersey Health Care Facilities Financing
      Authority, Revenue Bonds, Englewood Hospital
      and Medical Center Issue, Series 1994,
      6.75%, 7-1-24 .......................................................           $ 1,000              $    913,750

NEW MEXICO - 1.06%
   New Mexico Hospital Equipment Loan Council,
      Hospital Revenue Bonds (Memorial Medical
      Center, Inc. Project), Series 1998,
      5.5%, 6-1-28 ........................................................             5,750                 4,542,500
   New Mexico Educational Assistance Foundation,
      Student Loan Program Bonds:
      Second Subordinate 1996 Series A-3,
      6.75%, 11-1-08 ......................................................             2,175                 2,245,688
      Second Subordinate 1995 Series A-3,
      6.6%, 11-1-10 .......................................................             1,105                 1,095,331
      Total ...............................................................                                   7,883,519

NEW YORK - 3.10%
   New York State Medical Care Facilities Finance Agency,
      Mental Health Services Facilities Improvement
      Revenue Bonds, 1993 Series F Refunding,
      5.375%, 2-15-14 .....................................................             9,750                 9,737,813
   The City of New York, General Obligation Bonds,
      Fiscal 1994 Series C, Inverse Floaters,
      18.24%, 9-30-03 (B) .................................................             3,250                 4,155,938
   Dormitory Authority of the State of New York:
      State University Educational Facilities,
      Revenue Bonds, Series 1990B,
      7.5%, 5-15-11 .......................................................             2,000                 2,325,000
      Nyack Hospital, Revenue Bonds, Series 1996,
      6.25%, 7-1-13 .......................................................             1,000                   990,000
   New York State Urban Development Corporation,
      Correctional Capital Facilities Revenue Bonds,
      1993A Refunding Series,
      5.25%, 1-1-14 .......................................................             3,000                 3,018,750
   New York City Transitional Finance Authority,
      Future Tax Secured Bonds, Fiscal 1999 Series C
      Tax-Exempt Bonds,
      5.0%, 5-1-19 ........................................................             3,000                 2,752,500
      Total ...............................................................                                  22,980,001
</TABLE>

                SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .

                                      10


<PAGE>

THE INVESTMENTS OF
WADDELL & REED ADVISORS MUNICIPAL BOND FUND, INC.
SEPTEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                                    PRINCIPAL
                                                                                    AMOUNT IN
                                                                                    THOUSANDS                 VALUE
                                                                                    ----------             ------------
<S>                                                                                 <C>                    <C>
MUNICIPAL BONDS (CONTINUED)
NORTH CAROLINA - 2.59%
   County of Cumberland, North Carolina, Hospital
      Facility Revenue Bonds (Cumberland County
      Hospital System, Inc.), Series 1999:
      5.25%, 10-1-14 ......................................................           $ 4,830              $  4,588,500
      5.25%, 10-1-19 ......................................................             2,500                 2,240,625
      5.25%, 10-1-11 ......................................................             1,200                 1,185,000
   The Columbus County Industrial Facilities
      and Pollution Control Financing Authority
      (North Carolina), Environmental Improvement
      Revenue Bonds, 1996 Series A,
      5.85%, 12-1-20 ......................................................             5,000                 4,762,500
   North Carolina Medical Care Commission,
      Hospital Revenue Bonds:
      Gaston Health Care, Series 1998,
      5.0%, 2-15-19 .......................................................             2,500                 2,196,875
      Halifax Regional Medical Center, Series 1998,
      5.0%, 8-15-18 .......................................................             2,170                 1,727,863
      Rex Healthcare, Series 1998,
      5.0%, 6-1-17 ........................................................               750                   697,500
   The Martin County Industrial Facilities and
      Pollution Control Financing Authority (North
      Carolina), Solid Waste Disposal Revenue Bonds
      (Weyerhaeuser Company Project), Series 1993,
      5.65%, 12-1-23 ......................................................             2,000                 1,837,500
      Total ...............................................................                                  19,236,363

NORTH DAKOTA - 0.73%
   City of Fargo, North Dakota, Health System
      Revenue Bonds (Meritcare Obligated Group),
      Series 1996A,
      5.55%, 6-1-16 .......................................................             2,350                 2,347,062
   County of Burleigh, North Dakota, Healthcare
      Revenue Refunding Bonds, Series 1999
      (Medcenter One, Inc.),
      5.25%, 5-1-13 .......................................................             1,800                 1,791,000
   State of North Dakota, North Dakota Housing
      Finance Agency, Housing Finance Program Bonds,
      Home Mortgage Finance Program, 1998 Series A,
      5.25%, 7-1-18 .......................................................             1,335                 1,258,238
      Total ...............................................................                                   5,396,300
</TABLE>

                SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .

                                      11


<PAGE>

THE INVESTMENTS OF
WADDELL & REED ADVISORS MUNICIPAL BOND FUND, INC.
SEPTEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                                    PRINCIPAL
                                                                                    AMOUNT IN
                                                                                    THOUSANDS                 VALUE
                                                                                    ----------             ------------
<S>                                                                                 <C>                    <C>
MUNICIPAL BONDS (CONTINUED)
OHIO - 0.74%
   County of Erie, Ohio, Franciscan Services Corporation, Revenue Refunding
      Bonds, Series 1993 A (Providence Hospital, Inc.),
      6.0%, 1-1-13 ........................................................           $ 4,000              $  3,965,000
   State of Ohio, Air Quality Development Revenue
      Bonds (Columbus Southern Power Company
      Project), Series 1985 B,
      6.25%, 12-1-20 ......................................................             1,500                 1,501,875
      Total ...............................................................                                   5,466,875

OKLAHOMA - 0.77%
   Oklahoma Housing Finance Agency, Single
      Family Mortgage Revenue Bonds
      (Homeownership Loan Program):
      1995 Series B, Subseries B-2 (AMT),
      7.625%, 9-1-26 ......................................................             4,385                 4,768,688
      1996 Series A,
      7.05%, 9-1-26 .......................................................               880                   931,700
      Total ...............................................................                                   5,700,388

OREGON - 0.94%
   State of Oregon, Housing and Community Services Department, Mortgage Revenue
      Bonds, Single-Family Mortgage Program:
      1992 Series B,
      6.875%, 7-1-28 ......................................................             3,990                 4,134,638
      1996 Series D,
      6.375%, 7-1-27 ......................................................             2,785                 2,844,181
      Total ...............................................................                                   6,978,819

PENNSYLVANIA - 3.44%
   City of Philadelphia, Pennsylvania, Water
      and Wastewater Revenue Bonds, Series 1993,
      Inverse Rate Securities,
      6.52%, 6-15-12 (A) ..................................................             7,100                 7,428,375
   Allegheny County Hospital Development Authority
      (Pennsylvania), UPMC Health System Revenue
      Refunding Bonds, Series 1999B,
      5.0%, 12-15-17 ......................................................             5,000                 4,550,000
   The Philadelphia Parking Authority, Airport
      Parking Revenue Bonds, Series of 1999,
      5.25%, 9-1-20 .......................................................             3,000                 2,868,750
   City of Philadelphia, Pennsylvania, General
      Obligation Bonds, Series 1998:
      4.75%, 3-15-17 ......................................................             1,615                 1,455,519
      4.75%, 3-15-18 ......................................................             1,000                   895,000
</TABLE>

                SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .

                                      12


<PAGE>

THE INVESTMENTS OF
WADDELL & REED ADVISORS MUNICIPAL BOND FUND, INC.
SEPTEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                                    PRINCIPAL
                                                                                    AMOUNT IN
                                                                                    THOUSANDS                 VALUE
                                                                                    ----------             ------------
<S>                                                                                 <C>                    <C>
MUNICIPAL BONDS (CONTINUED)
PENNSYLVANIA (CONTINUED)
   Pennsylvania Intergovernmental Cooperation
      Authority, Special Tax Revenue Refunding
      Bonds (City of Philadelphia Funding Program),
      Series of 1999,
      5.0%, 6-15-21 .......................................................           $ 2,500              $  2,271,875
   Pennsylvania Higher Education Assistance Agency,
      Student Loan Revenue Bonds, Fixed Rate Bonds,
      1991 Series C,
      7.15%, 9-1-21 .......................................................             2,190                 2,269,869
   Falls Township Hospital Authority, Refunding
      Revenue Bonds, The Delaware Valley Medical Center
      Project (FHA Insured Mortgage), Series 1992,
      7.0%, 8-1-22 ........................................................             2,000                 2,110,000
   Pennsylvania Higher Educational Facilities Authority,
      Revenue Bonds (Thomas Jefferson University),
      1999 Series A,
      5.0%, 7-1-19 ........................................................             1,750                 1,629,688
      Total ...............................................................                                  25,479,076

SOUTH CAROLINA - 1.85%
   South Carolina Jobs - Economic Development
      Authority, Hospital Revenue Refunding and
      Improvement Bonds (South Carolina Baptist
      Hospital), Series 1993D, Intermediate Longs,
      Inverse Floating Securities,
      6.22%, 8-1-21 (A) ...................................................            14,550                13,713,375

TENNESSEE - 1.06%
   TheHealth and Educational Facilities Board of the Metropolitan Government of
      Nashville and Davidson County, Tennessee:
      Multi-Modal Interchangeable Rate, Health Facility
      Revenue Bonds (Richland Place, Inc. Project),
      Series 1993,
      5.5%, 5-1-23 ........................................................             2,825                 2,644,906
      Health Facility Revenue Refunding Bonds (Open
      Arms Developmental Centers Project), Series 1998,
      5.1%, 8-1-16 ........................................................             2,745                 2,556,281
   Volunteer State Student Funding Corporation,
      Educational Loan Revenue Bonds,
      Junior Subordinate Series 1993C Bonds,
      5.85%, 12-1-08 ......................................................             2,700                 2,666,250
      Total ...............................................................                                   7,867,437
</TABLE>

                SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .

                                      13


<PAGE>

THE INVESTMENTS OF
WADDELL & REED ADVISORS MUNICIPAL BOND FUND, INC.
SEPTEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                                    PRINCIPAL
                                                                                    AMOUNT IN
                                                                                    THOUSANDS                 VALUE
                                                                                    ----------             ------------
<S>                                                                                 <C>                    <C>
MUNICIPAL BONDS (CONTINUED)
TEXAS - 7.91%
   AllianceAirport Authority, Inc.,
      Special Facilities Revenue Bonds,
      Series 1991 (American Airlines, Inc.
      Project),
      7.0%, 12-1-11 .......................................................           $14,400              $ 15,462,000
   Dallas-Fort Worth International Airport, Facility
      Improvement Corporation, American Airlines,
      Inc., Revenue Refunding Bonds, Series 2000B,
      6.05%, 5-1-29 .......................................................             9,500                 9,547,500
   Trinity River Authority of Texas (Tarrant
      County Water Project), Improvement and Refunding
      Revenue Bonds, Series 1999,
      5.25%, 2-1-20 .......................................................             7,415                 7,072,056
   Amarillo Health Facilities Corporation,
      Hospital Revenue Bonds (Baptist St. Anthony's
      Hospital Corporation Project), Series 1998,
      5.5%, 1-1-15 ........................................................             6,320                 6,383,200
   City of Austin, Texas, Subordinate Lien
      Revenue Refunding Bonds, Series 1998,
      5.25%, 5-15-19 ......................................................             5,000                 4,868,750
   Texas Department of Housing and Community Affairs, Single Family Mortgage
      Revenue Bonds, 1997 Series D (AMT) TEAMS Structure:
      5.65%, 3-1-29 .......................................................             2,500                 2,396,875
      5.7%, 9-1-29 ........................................................             1,500                 1,438,125
   Gulf Coast Waste Disposal Authority,
      Multi-Modal Interchangeable Rate Revenue
      Bonds (Champion International Corporation
      Project), Series 1992A,
      6.875%, 12-1-28 .....................................................             3,220                 3,240,125
   Lufkin Health Facilities Development
      Corporation, Health System Revenue and
      Refunding Bonds (Memorial Health System
      of East Texas), Series 1995,
      6.875%, 2-15-26 .....................................................             2,960                 2,767,600
   City of Houston, Texas, Airport System,
      Special Facilities Revenue Bonds
      (Continental Airlines, Inc. Terminal
      Improvement Projects), Series 1997B,
      6.125%, 7-15-17 .....................................................             2,850                 2,593,500
   Midland County Hospital District, Hospital
      Revenue Refunding Bonds, Series 1997,
      5.375%, 6-1-16 ......................................................             2,000                 1,952,500
   Collin County Housing Finance Corporation,
      Student Housing Revenue Bonds (Collin
      County Community College District Foundation,
      Inc. Project),  Series 1998A,
      5.25%, 6-1-31 .......................................................             1,000                   886,250
      Total ...............................................................                                  58,608,481
</TABLE>

                SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .

                                      14


<PAGE>

THE INVESTMENTS OF
WADDELL & REED ADVISORS MUNICIPAL BOND FUND, INC.
SEPTEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                                    PRINCIPAL
                                                                                    AMOUNT IN
                                                                                    THOUSANDS                 VALUE
                                                                                    ----------             ------------
<S>                                                                                 <C>                    <C>
MUNICIPAL BONDS (CONTINUED)
UTAH - 4.50%
   Tooele County, Utah, Hazardous Waste Treatment
      Revenue Bonds (Union Pacific Corporation/
      USPCI, Inc. Project), Series A,
      5.7%, 11-1-26 .......................................................           $38,200              $ 33,377,250

WASHINGTON - 8.86%
   Washington Public Power Supply System:
      Nuclear Project No. 3, Refunding Revenue Bonds:
      Series 1989B,
      7.125%, 7-1-16 ......................................................            20,750                24,121,875
      Series 1993C,  Inverse Floating Rate Security,
      5.771%, 7-1-12 (A) ..................................................             7,000                 6,956,250
      Nuclear Project No. 1, Refunding Revenue Bonds:
      Series 1989B,
      7.125%, 7-1-16 ......................................................             8,200                 9,532,500
      Series 1993A, Inverse Floating Rate Security,
      6.82%, 7-1-11 (A) ...................................................             7,500                 8,193,750
      Nuclear Project No. 2, Refunding Revenue
      Bonds, Series 1994A, Inverse Floating Rate
      Securities,
      5.771%, 7-1-12 (A) ..................................................             2,500                 2,506,250
   State of Washington, Various Purpose General
      Obligation Bonds, Series 1990A,
      6.75%, 2-1-15 .......................................................             4,995                 5,694,300
   Public Utility District No. 1 of Douglas County,
      Washington, Wells Hydroelectric Revenue Bonds,
      Series of 1965,
      3.7%, 9-1-18 ........................................................             3,945                 3,382,837
   Pilchuck Development Public Corporation (State
      of Washington), Special Facilities Airport
      Revenue Bonds, Series 1993 (TRAMCO, INC. Project),
      6.0%, 8-1-23 ........................................................             3,500                 3,351,250
 Housing Authority of the City of Seattle,
      Low-Income Housing Assistance Revenue Bonds,
      1995 (GNMA Collateralized Mortgage
      Loan - Kin On Project),
      7.4%, 11-20-36 ......................................................             1,750                 1,953,438
      Total ...............................................................                                  65,692,450
</TABLE>

                SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .

                                      15


<PAGE>

THE INVESTMENTS OF
WADDELL & REED ADVISORS MUNICIPAL BOND FUND, INC.
SEPTEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                                    PRINCIPAL
                                                                                    AMOUNT IN
                                                                                    THOUSANDS                 VALUE
                                                                                    ----------             ------------
<S>                                                                                 <C>                    <C>
MUNICIPAL BONDS (CONTINUED)
WEST VIRGINIA - 0.75%
   Braxton County, West Virginia, Solid Waste
      Disposal Revenue Bonds (Weyerhaeuser Company
      Project), Series 1995A,
      6.5%, 4-1-25 ........................................................           $ 3,500              $  3,535,000
   The County Commission of Monongalia County, West
      Virginia, Pollution Control Revenue Bonds (The
      Potomac Edison Company Fort Martin Station Project),
      1993 Series B,
      5.95%, 4-1-13 .......................................................             2,000                 2,042,500
      Total ...............................................................                                   5,577,500

WISCONSIN - 1.14%
   Wisconsin Public Power Incorporated SYSTEM
      (The), Power Supply System Revenue Bonds,
      Series 1993B-2, Yield Curve Notes (YCNs),
      6.183%, 7-1-14 (A) ..................................................             5,500                 5,520,625
   Wisconsin Housing and Economic Development
      Authority, Home Ownership Revenue Bonds,
      1997 Series H,
      5.75%, 9-1-28 .......................................................             3,000                 2,906,250
      Total ...............................................................                                   8,426,875

TOTAL MUNICIPAL BONDS - 89.28%                                                                             $661,926,752
   (Cost: $666,611,920)
</TABLE>


<TABLE>
<CAPTION>                                                                           NUMBER OF
                                                                                    CONTRACTS
                                                                                    ----------
<S>                                                                                 <C>                    <C>
OPTION - 0.22%
   December 96 Put Options on 2000
      Treasury Bond Futures ...............................................             4,100              $  1,601,562
   (Cost: $2,339,209)
</TABLE>

<TABLE>
<CAPTION>

                                                                                    PRINCIPAL
                                                                                    AMOUNT IN
                                                                                    THOUSANDS
                                                                                    ----------
<S>                                                                                 <C>                    <C>

SHORT-TERM SECURITIES
COMMERCIAL PAPER
   ELECTRIC, GAS AND SANITARY SERVICES - 0.71%
   Reliant Energy Inc.,
      7.0%, 10-2-00 .......................................................             5,270                 5,268,975

   FOOD AND KINDRED PRODUCTS - 0.18%
   General Mills, Inc.,
      6.67%, Master Note ..................................................             1,302                 1,302,000
</TABLE>

                SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .

                                      16


<PAGE>

THE INVESTMENTS OF
WADDELL & REED ADVISORS MUNICIPAL BOND FUND, INC.
SEPTEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                                    PRINCIPAL
                                                                                    AMOUNT IN
                                                                                    THOUSANDS                 VALUE
                                                                                    ----------             ------------
<S>                                                                                 <C>                    <C>
SHORT-TERM SECURITIES (CONTINUED)
COMMERCIAL PAPER (CONTINUED)
   MISCELLANEOUS RETAIL - 0.86%
   Toys "R" Us Inc.,
      6.72%, 11-3-00 ......................................................           $ 6,400              $  6,360,576

   PAPER AND ALLIED PRODUCTS - 0.40%
   Westvaco Corp.,
      6.7%, 11-16-00 ......................................................             3,000                 2,974,317

TOTAL COMMERCIAL PAPER - 2.15%                                                                               15,905,868

MUNICIPAL OBLIGATIONS
   CALIFORNIA - 1.95%
   City of Azusa, California, Multifamily
      Housing Revenue Refunding Bonds (Pacific
      Glen Apartments Project), Series 1994
      (Federal National Mortgage Association),
      4.5%, 10-5-00 ...................................................            5,000                      5,000,000
   California Pollution Control Financing Authority,
      Pollution Control Refunding Revenue Bonds (Pacific
      Gas and Electric Company), 1996 Series E Bonds
      (Morgan Guaranty Trust Company of New York),
      5.0%, 10-2-00 ...................................................            9,500                      9,500,000
      Total ...........................................................                                      14,500,000

   DISTRICT OF COLUMBIA - 0.33%
   District of Columbia (Washington D.C.),
      General Obligation Variable Rate General Fund Recovery Bonds, Series 1991B
      Subseries B-2 (Bank of America, N.A.),
      5.6%, 10-2-00 ...................................................            2,500                      2,500,000

   ILLINOIS - 0.75%
   Illinois Health Facilities Authority, Variable
      Rate Demand Revenue Bonds, Series 1995
      (Northwest Community Hospital), (First National
      Bank of Chicago),
      5.85%, 10-4-00 ..................................................            1,285                      1,285,000
   City of Naperville, Illinois, Variable/Fixed Rate
      Demand Revenue Bonds, Series 1999 (Heritage YMCA
      Group, Inc.), (Harris Trust and Savings Bank),
      5.85%, 10-4-00 ..................................................            4,300                      4,300,000
      Total ...........................................................                                       5,585,000
</TABLE>


                SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .

                                      17


<PAGE>

THE INVESTMENTS OF
WADDELL & REED ADVISORS MUNICIPAL BOND FUND, INC.
SEPTEMBER 30, 2000

<TABLE>
<CAPTION>

                                                                                    PRINCIPAL
                                                                                    AMOUNT IN
                                                                                    THOUSANDS                 VALUE
                                                                                    ----------             ------------
<S>                                                                                 <C>                    <C>
SHORT-TERM SECURITIES (CONTINUED)
COMMERCIAL PAPER (CONTINUED)
   MONTANA - 0.22%
   Montana Health Facility Authority,
      Health Care Revenue Bonds (Pooled
      Loan Program), 1985 Series A (Norwest Bank
      Minnesota, National Association),
      5.7%, 10-5-00 ...................................................           $1,625                     $1,625,000

   NEW YORK - 1.04%
   Port Authority New York and New Jersey (The),
      Versatile Structure Obligations, Series 3
      (Morgan Guaranty Trust Company of New York),
      5.45%, 10-2-00 ..................................................            7,700                      7,700,000

   NORTH DAKOTA - 0.48%
   City of Fargo, North Dakota, Commercial
      Development Revenue Bonda ("Cass Oil Co."
      Project), Series 1984 (U.S. Bank, N.A.)
      5.75%, 10-5-00 ..................................................            3,600                      3,600,000

   SOUTH CAROLINA - 1.43%
   University of South Carolina School of Medicine Educational Trust (The), Tax
      Exempt Adjustable Mode Healthcare Facilities Revenue Bonds, Series 2000
      (Wachovia Bank, N.A.),
      4.20%, 10-5-00 ..................................................           10,600                     10,600,000

   WASHINGTON - 1.09%
   Housing Authority of the City of
      Seattle, Low-Income Housing & Assistance
      Revenue Bonds, 1994 (Bayview Manor Project),
      (Variable Rate Demand Bonds),(U.S. Bank of
      Washington, National Association),
      5.65%, 10-5-00 ..................................................            2,550                      2,550,000
   Washington Health Care Facilities Authority,
      Variable Rate Demand Revenue Bonds (Fred
      Hutchinson Cancer Research Center, Seattle),
      Series 1991B (Morgan Guaranty Trust Company
      of New York),
      5.55%, 10-2-00 ..................................................            4,050                      4,050,000
   Washington Health Care Facilities Authority,
      Variable Rate Demand Revenue Bonds (Fred
      Hutchinson Cancer Research Center, Seattle),
      Series 1991B, (Banc of America Securities LLC),
      5.55%, 10-2-00 ..................................................            1,400                      1,400,000
      Total ...........................................................                                       8,000,000
</TABLE>

                SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .

                                      18


<PAGE>

THE INVESTMENTS OF
WADDELL & REED ADVISORS MUNICIPAL BOND FUND, INC.
SEPTEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                                    PRINCIPAL
                                                                                    AMOUNT IN
                                                                                    THOUSANDS                 VALUE
<S>                                                                                 <C>                    <C>
                                                                                    ----------             ------------
SHORT-TERM SECURITIES (CONTINUED)
COMMERCIAL PAPER (CONTINUED)
   WISCONSIN - 0.19%
   Redevelopment Authority of the City of Milwaukee (Wisconsin), Variable Rate
      Demand Revenue Bonds, Series 1999 (Wisconsin Humane Society, Inc.
      Project), (U.S. Bank, N.A.),
      5.7%, 10-5-00 ...................................................           $1,400                   $  1,400,000

TOTAL MUNICIPAL OBLIGATIONS - 7.48%                                                                          55,510,000

TOTAL SHORT-TERM SECURITIES - 9.63%                                                                        $ 71,415,868
   (Cost: $71,415,868)

TOTAL INVESTMENT SECURITIES - 99.13%                                                                       $734,944,182
   (Cost: $740,366,997)

CASH AND OTHER ASSETS, NET OF LIABILITIES - 0.87%                                                             6,431,010

NET ASSETS - 100.00%                                                                                       $741,375,192
</TABLE>

NOTES TO SCHEDULE OF INVESTMENTS

(A)      The interest rate is subject to change periodically and inversely based
         upon prevailing market rates. The interest rate shown is the rate in
         effect at September 30, 2000.

(B)      The interest rate is subject to change periodically and inversely based
         upon prevailing market rates with a leverage factor of three. The
         interest rate shown is the rate in effect at September 30, 2000.

See Note 1 to financial statements for security valuation and other significant
     accounting policies concerning investments.

See Note 3 to financial statements for cost and unrealized appreciation and
     depreciation of investments owned for Federal income tax purposes.

                                      19


<PAGE>

WADDELL & REED ADVISORS MUNICIPAL BOND FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
SEPTEMBER 30, 2000
(IN THOUSANDS, EXCEPT FOR PER SHARE AND SHARE AMOUNTS)

<TABLE>
<S>                                                                                                     <C>
ASSETS
   Investment securities--at value (Notes 1 and 3) .....................................                   $734,944
   Cash ................................................................................                          3
   Receivables:
      Interest .........................................................................                     10,372
      Fund shares sold .................................................................                        330
   Prepaid insurance premium ...........................................................                         29
                                                                                                           --------
        Total assets ...................................................................                    745,678
                                                                                                           --------
LIABILITIES
   Payable to Fund shareholders ........................................................                      2,953
   Payable for investment securities purchased..........................................                      1,090
   Accrued service fee (Note 2) ........................................................                        139
   Accrued transfer agency and dividend
      disbursing (Note 2) ..............................................................                         62
   Accrued management fee (Note 2) .....................................................                         21
   Accrued distribution fee (Note 2) ...................................................                         15
   Accrued accounting services fee (Note 2).............................................                          7
   Other ...............................................................................                         16
                                                                                                           --------
        Total liabilities ..............................................................                      4,303
                                                                                                           --------
           Total net assets ............................................................                   $741,375
                                                                                                           ========
NET ASSETS
   $0.001 par value capital stock
      Capital stock ....................................................................                   $    110
      Additional paid-in capital .......................................................                    761,440
   Accumulated undistributed income (loss):
      Accumulated undistributed net investment income ..................................                        617
      Accumulated undistributed net realized loss on
        investment transactions ........................................................                    (11,338)
      Distributions in excess of net realized loss on
        investment transactions ........................................................                     (4,031)
      Net unrealized depreciation in value of
        investments ....................................................................                     (5,423)
                                                                                                           --------
        Net assets applicable to outstanding units
           of capital ..................................................................                   $741,375
                                                                                                           ========
Net asset value per share (net assets divided
   by shares outstanding)
   Class A    ..........................................................................                      $6.75
   Class B    ..........................................................................                      $6.74
   Class C    ..........................................................................                      $6.74
   Class Y    ..........................................................................                      $6.75
Capital shares outstanding
   Class A    ..........................................................................                109,636,564
   Class B    ..........................................................................                    157,353
   Class C    ..........................................................................                     85,501
   Class Y    ..........................................................................                        300
Capital shares authorized ..............................................................                600,000,000
</TABLE>

                      SEE NOTES TO FINANCIAL STATEMENTS.

                                      20


<PAGE>

WADDELL & REED ADVISORS MUNICIPAL BOND FUND, INC.
STATEMENT OF OPERATIONS
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000
(IN THOUSANDS)

<TABLE>
<S>                                                                                                     <C>
INVESTMENT INCOME
   Interest and amortization (Note 1B) .................................................                    $48,118
                                                                                                            -------
   Expenses (Note 2):
      Investment management fee ........................................................                     4,065
      Service fee:
        Class A.........................................................................                     1,775
        Class B.........................................................................                         1
        Class C.........................................................................                         1
      Transfer agency and dividend disbursing:
        Class A.........................................................................                       728
        Class B.........................................................................                         1
        Class C.........................................................................                         1
      Distribution fee:
        Class A.........................................................................                        82
        Class B.........................................................................                         3
        Class C.........................................................................                         2
      Accounting services fee ..........................................................                        84
      Custodian fees ...................................................................                        29
      Audit fees .......................................................................                        22
      Legal fees .......................................................................                        12
      Shareholder servicing - Class Y ..................................................                         5
      Other ............................................................................                       181
                                                                                                           -------
        Total expenses .................................................................                     6,992
                                                                                                           -------
           Net investment income .......................................................                    41,126
                                                                                                           -------
REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS (NOTES 1 AND 3)
   Realized net loss on securities .....................................................                    (4,463)
   Realized net gain on put options purchased ..........................................                        76
   Realized net loss on futures contracts closed .......................................                    (6,472)
                                                                                                           -------
      Realized net loss on investments .................................................                   (10,859)
                                                                                                            -------
   Net unrealized appreciation in value of
      securities during the period .....................................................                         2
   Net unrealized depreciation in value of
      options during the period ........................................................                      (738)
                                                                                                           -------
      Net unrealized depreciation in value of
        investments during the period...................................................                      (736)
                                                                                                           -------
        Net loss on investments ........................................................                   (11,595)
                                                                                                           -------
           Net increase in net assets resulting
              from operations ..........................................................                   $29,531
                                                                                                           =======
</TABLE>
                      SEE NOTES TO FINANCIAL STATEMENTS.

                                      21


<PAGE>

WADDELL & REED ADVISORS MUNICIPAL BOND FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
(IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                            FOR THE FISCAL YEAR
                                                                                            ENDED SEPTEMBER 30,
                                                                                     -------------------------------
                                                                                       2000                   1999
                                                                                     --------               --------
<S>                                                                                  <C>                    <C>
DECREASE IN NET ASSETS
   Operations:
      Net investment income.........................................                  $41,126                $47,065
      Realized net gain (loss) on
        investments ................................................                  (10,859)                 9,001
      Unrealized depreciation ......................................                     (736)               (86,742)
                                                                                     --------               --------
        Net increase (decrease) in net assets
           resulting from operations ...............................                   29,531                (30,676)
                                                                                     --------               --------
   Distributions to shareholders (Note 1D):*
      From net investment income:
        Class A ....................................................                  (41,036)               (47,791)
        Class B ....................................................                      (18)                  ---
        Class C ....................................................                      (11)                  ---
        Class Y ....................................................                     (145)                  ---**
      From realized gains on securities transactions:
        Class A ....................................................                   (5,032)               (14,339)
        Class B ....................................................                       (1)                  ---
        Class C ....................................................                       (1)                  ---
        Class Y ....................................................                      ---*                  ---
      In excess of realized gains on securities transactions:
        Class A ....................................................                   (4,030)                  ---
        Class B ....................................................                       (1)                  ---
        Class C ....................................................                      ---*                  ---
        Class Y ....................................................                      ---*                  ---
                                                                                     --------               --------
                                                                                      (50,275)               (62,130)
                                                                                     --------               --------
   Capital share transactions
      (Note 7) .....................................................                 (111,963)               (30,001)
                                                                                     --------               --------
              Total decrease .......................................                 (132,707)              (122,807)
NET ASSETS
   Beginning of period .............................................                  874,082                996,889
                                                                                     --------               --------
   End of period, including undistributed
      net investment income of $617 and
      $701, respectively ...........................................                 $741,375               $874,082
                                                                                     ========               ========
</TABLE>

 *See "Financial Highlights" on pages - .
**Not shown due to rounding.

                      SEE NOTES TO FINANCIAL STATEMENTS.

                                      22


<PAGE>

WADDELL & REED ADVISORS MUNICIPAL BOND FUND, INC.
FINANCIAL HIGHLIGHTS
CLASS A SHARES
FOR A SHARE OF CAPITAL STOCK OUTSTANDING
THROUGHOUT EACH PERIOD:

<TABLE>
<CAPTION>

                                                       FOR THE FISCAL YEAR ENDED
                                                              SEPTEMBER 30,
                                         -----------------------------------------------------------
                                          2000         1999         1998         1997          1996
                                         ------       ------       ------       ------        ------
<S>                                      <C>          <C>          <C>          <C>           <C>
Net asset value,
   beginning of period..............      $6.90        $7.63        $7.47        $7.32         $7.25
                                         ------       ------       ------       ------        ------
Income (loss) from investment
   operations:
   Net investment
      income .......................       0.35         0.36         0.37         0.38          0.39
   Net realized and
      unrealized gain
      (loss) on
      investments ..................      (0.08)       (0.61)        0.25         0.30          0.12
                                         ------       ------       ------       ------        ------
Total from investment
   operations ......................       0.27        (0.25)        0.62         0.68          0.51
                                         ------       ------       ------       ------        ------
Less distributions:
   From net investment
      income .......................      (0.35)       (0.37)       (0.37)       (0.37)        (0.39)
   From capital gains ..............      (0.03)       (0.11)       (0.09)       (0.16)        (0.05)
   In excess of capital
      gains ........................      (0.04)       (0.00)       (0.00)       (0.00)        (0.00)
                                         ------       ------       ------       ------        ------
Total distributions ................      (0.42)       (0.48)       (0.46)       (0.53)        (0.44)
                                         ------       ------       ------       ------        ------
Net asset value,
   end of period ...................      $6.75        $6.90        $7.63        $7.47         $7.32
                                         ======       -=====       ======       ======        ======
Total return* ......................       4.24%       -3.46%        8.67%        9.77%         7.16%
Net assets, end of
   period (in
   millions) .......................       $739         $874         $997         $994          $997
Ratio of expenses to
   average net assets...............       0.89%        0.79%        0.72%        0.67%         0.68%
Ratio of net investment
   income to average
   net assets ......................       5.23%        4.98%        4.95%        5.14%         5.23%
Portfolio
   turnover rate ...................      15.31%       30.93%       50.65%       47.24%        74.97%
</TABLE>

*Total return calculated without taking into account the sales load deducted
 on an initial purchase.

                      SEE NOTES TO FINANCIAL STATEMENTS.

                                      23


<PAGE>

WADDELL & REED ADVISORS MUNICIPAL BOND FUND, INC.
FINANCIAL HIGHLIGHTS
CLASS B SHARES
FOR A SHARE OF CAPITAL STOCK OUTSTANDING
THROUGHOUT THE PERIOD:

<TABLE>
<CAPTION>

                                                                         FOR THE
                                                                         PERIOD
                                                                          FROM
                                                                        10-5-99*
                                                                         THROUGH
                                                                         9-30-00
                                                                        --------
<S>                                                                     <C>
Net asset value,
   beginning of period ......................................              $6.87
                                                                          ------
Income from investment operations:
   Net investment income ....................................               0.28
   Net realized and
      unrealized loss
      on investments ........................................              (0.05)
                                                                          ------
Total from investment
   operations ...............................................               0.23
                                                                          ------
Less distributions:
   From net investment
      income ................................................              (0.29)
   From capital gains .......................................              (0.03)
   In excess of capital
      gains .................................................              (0.04)
                                                                          ------
Total distributions .........................................              (0.36)
                                                                          ------
Net asset value,
   end of period ............................................              $6.74
                                                                          ======
Total return ................................................               3.56%
Net assets, end of
   period (in millions) .....................................                 $1
Ratio of expenses to
   average net assets .......................................               1.86%**
Ratio of net investment
   income to average
   net assets ...............................................               4.17%**
Portfolio turnover
   rate .....................................................              15.31%***
</TABLE>

  *Commencement of operations.
 **Annualized.
***For the fiscal year ended September 30, 2000.

                      SEE NOTES TO FINANCIAL STATEMENTS.

                                      24


<PAGE>

WADDELL & REED ADVISORS MUNICIPAL BOND FUND, INC.
FINANCIAL HIGHLIGHTS
CLASS C SHARES
FOR A SHARE OF CAPITAL STOCK OUTSTANDING
THROUGHOUT THE PERIOD:

<TABLE>
<CAPTION>

                                                                        FOR THE
                                                                        PERIOD
                                                                         FROM
                                                                        10-7-99*
                                                                        THROUGH
                                                                        9-30-00
                                                                        --------
<S>                                                                     <C>
Net asset value,
   beginning of period ......................................              $6.87
                                                                          ------
Income from investment operations:
   Net investment income ....................................               0.29
   Net realized and
      unrealized loss
      on investments ........................................              (0.06)
                                                                          ------
Total from investment
   operations ...............................................               0.23
                                                                          ------
Less distributions:
   From net investment
      income ................................................              (0.29)
   From capital gains .......................................              (0.03)
   In excess of capital
      gains .................................................              (0.04)
                                                                          ------
Total distributions .........................................              (0.36)
                                                                          ------
Net asset value,
   end of period ............................................              $6.74
                                                                          ======
Total return ................................................               3.56%
Net assets, end of
   period (in millions) .....................................                 $1
Ratio of expenses to
   average net assets .......................................               1.84%**
Ratio of net investment
   income to average
   net assets ...............................................               4.18%**
Portfolio turnover
   rate .....................................................              15.31%***
</TABLE>

  *Commencement of operations.
 **Annualized.
***For the fiscal year ended September 30, 2000.

                      SEE NOTES TO FINANCIAL STATEMENTS.

                                      25


<PAGE>

WADDELL & REED ADVISORS MUNICIPAL BOND FUND, INC.
FINANCIAL HIGHLIGHTS
CLASS Y SHARES
FOR A SHARE OF CAPITAL STOCK OUTSTANDING
THROUGHOUT EACH PERIOD:

<TABLE>
<CAPTION>

                                                                   FOR THE
                                          FOR THE                  PERIOD
                                           FISCAL                    FROM
                                            YEAR                  12-30-98*
                                           ENDED                   THROUGH
                                          9-30-00                  9-30-99
                                          -------                 ---------
<S>                                       <C>                     <C>
Net asset value,
   beginning of period.........             $6.90                     $7.41
                                            -----                     -----
Income (loss) from investment
   operations:
   Net investment
      income .......................         0.36**                    0.28
   Net realized and
      unrealized loss
      on investments ...............        (0.08)**                  (0.51)
                                            -----                     -----
Total from investment
   operations ......................         0.28                     (0.23)
                                            -----                     -----
Less distributions
   From net investment
      income .......................        (0.36)                    (0.28)
   From capital gains ..............        (0.03)                    (0.00)
   In excess of capital
      gains ........................        (0.04)                    (0.00)
                                            -----                     -----
Total distributions.................        (0.43)                    (0.28)
                                            -----                     -----
Net asset value,
   end of period ...................        $6.75                     $6.90
                                            =====                     =====
Total return .......................         4.32%                    -3.21%
Net assets, end of
   period (000 omitted) ............           $2                        $2
Ratio of expenses
   to average net
   assets ..........................         0.71%                     0.67%***
Ratio of net
   investment income
   to average net
   assets ..........................         5.38%                     5.08%***
Portfolio
   turnover rate ...................        15.31%                    30.93%****
</TABLE>

   *Commencement of operations.
  **Based on average weekly shares outstanding.
 ***Annualized.
****For the fiscal year ended September 30, 1999.


                                      26
<PAGE>

                      SEE NOTES TO FINANCIAL STATEMENTS.




















                                      27
<PAGE>

WADDELL & REED ADVISORS MUNICIPAL BOND FUND, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000

NOTE 1 -- SIGNIFICANT ACCOUNTING POLICIES

     Waddell & Reed Advisors Municipal Bond Fund, Inc. (the "Fund"), formerly
United Municipal Bond Fund, Inc., is registered under the Investment Company
Act of 1940 as a diversified, open-end management investment company. Its
investment objective is to provide income not subject to Federal income tax.
The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. The
policies are in conformity with accounting principles generally accepted in
the United States of America.

A.       Security valuation -- Municipal bonds and the taxable obligations in
         the Fund's investment portfolio are not listed or traded on any
         securities exchange. Therefore, municipal bonds are valued using a
         pricing system provided by a pricing service or dealer in bonds.
         Short-term debt securities, whether taxable or nontaxable, are valued
         at amortized cost, which approximates market.

B.       Security transactions and related investment income -- Security
         transactions are accounted for on the trade date (date the order to buy
         or sell is executed). Securities gains and losses are calculated on the
         identified cost basis. Original issue discount (as defined in the
         Internal Revenue Code) and premiums on the purchase of bonds are
         amortized for both financial and tax reporting purposes over the
         remaining lives of the bonds. Interest income is recorded on the
         accrual basis. See Note 3 -- Investment Security Transactions.

C.       Federal income taxes -- The Fund intends to distribute all of its net
         investment income and capital gains to its shareholders and otherwise
         qualify as a regulated investment company under Subchapter M of the
         Internal Revenue Code. The Fund intends to pay distributions as
         required to avoid imposition of excise tax. Accordingly, provision has
         not been made for Federal income taxes. In addition, the Fund intends
         to meet requirements of the Internal Revenue Code which will permit it
         to pay dividends from net investment income, substantially all of which
         will be exempt from Federal income tax. See Note 4 -- Federal Income
         Tax Matters.

D.       Dividends and distributions -- Dividends and distributions to
         shareholders are recorded by the Fund on the business day following
         record date. Net investment income dividends and capital gains
         distributions are determined in accordance with income tax regulations
         which may differ from accounting principles generally accepted in the
         United States of America. These differences are due to differing
         treatments for items such

                                     28


<PAGE>

         as deferral of wash sales and post-October losses, net operating
         losses and expiring capital loss carryovers.

E.       Futures -- See Note 5 -- Futures.

F.       Options -- See Note 6 -- Options.

     The preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
and disclosures in the financial statements. Actual results could differ from
those estimates.

NOTE 2 -- INVESTMENT MANAGEMENT AND PAYMENTS TO AFFILIATED PERSONS

     The Fund pays a fee for investment management services. The fee is
computed daily based on the net asset value at the close of business. The fee
is payable by the Fund at the annual rate of 0.525% of net assets up to $500
million, 0.50% of net assets over $500 million and up to $1 billion, 0.45% of
net assets over $1 billion and up to $1.5 billion, and 0.40% of net assets
over $1.5 billion. The Fund accrues and pays the fee daily.

     Pursuant to assignment of the Investment Management Agreement between
the Fund and Waddell & Reed, Inc. ("W&R"), Waddell & Reed Investment
Management Company ("WRIMCO"), a wholly owned subsidiary of W&R, serves as
the Fund's investment manager.

     The Fund has an Accounting Services Agreement with Waddell & Reed
Services Company ("WARSCO"), a wholly owned subsidiary of W&R. Under the
agreement, WARSCO acts as the agent in providing accounting services and
assistance to the Fund and pricing daily the value of shares of the Fund. For
these services, the Fund pays WARSCO a monthly fee of one-twelfth of the
annual fee shown in the following table.

<TABLE>
<CAPTION>

                                 ACCOUNTING SERVICES FEE
                          AVERAGE
                       NET ASSET LEVEL                   ANNUAL FEE
                  (ALL DOLLARS IN MILLIONS)          RATE FOR EACH LEVEL
                  -------------------------          -------------------
                  <S>                                <C>
                   From $    0 to $   10                  $      0
                   From $   10 to $   25                  $ 11,000
                   From $   25 to $   50                  $ 22,000
                   From $   50 to $  100                  $ 33,000
                   From $  100 to $  200                  $ 44,000
                   From $  200 to $  350                  $ 55,000
                   From $  350 to $  550                  $ 66,000
                   From $  550 to $  750                  $ 77,000
                   From $  750 to $1,000                  $ 93,500
                        $1,000 and Over                   $110,000
</TABLE>

                                      29


<PAGE>

     In addition, for each class of shares in excess of one, the Fund pays
WARSCO a monthly per-class fee equal to 2.5% of the monthly base fee.

     Prior to September 1, 2000, the Accounting Services Agreement was as
shown in the following table.

<TABLE>
<CAPTION>

                                 ACCOUNTING SERVICES FEE
                          AVERAGE
                       NET ASSET LEVEL                   ANNUAL FEE
                  (ALL DOLLARS IN MILLIONS)          RATE FOR EACH LEVEL
                  -------------------------          -------------------
                  <S>                                <C>
                   From $    0 to $   10                  $      0
                   From $   10 to $   25                  $ 10,000
                   From $   25 to $   50                  $ 20,000
                   From $   50 to $  100                  $ 30,000
                   From $  100 to $  200                  $ 40,000
                   From $  200 to $  350                  $ 50,000
                   From $  350 to $  550                  $ 60,000
                   From $  550 to $  750                  $ 70,000
                   From $  750 to $1,000                  $ 85,000
                         $1,000 and Over                  $100,000
</TABLE>

     For Class A, Class B and Class C shares, the Fund pays WARSCO a monthly
per account charge for transfer agency and dividend disbursement services of
$1.6125 for each shareholder account which was in existence at any time
during the prior month. With respect to Class Y shares, the Fund pays WARSCO
a monthly fee at an annual rate of 0.15% of the average daily net assets of
the class for the preceding month. The Fund also reimburses W&R and WARSCO
for certain out-of-pocket costs.

     Prior to September 1, 2000, for Class A, Class B and Class C shares, the
Fund paid WARSCO a monthly per account charge for transfer agency and
dividend disbursement services of $1.3125 for each shareholder account which
was in existence at any time during the prior month, plus $0.30 for each
account on which a dividend or distribution of cash or shares had a record
date in that month.

     As principal underwriter for the Fund's shares, W&R received gross sales
commissions for Class A shares (which are not an expense of the Fund) of
$393,458. During the period ended September 30, 2000, W&R received $204 and
$21 in deferred sales charges for Class B shares and Class C shares,
respectively. With respect to Class A, Class B and Class C shares, W&R paid
sales commissions of $254,400 and all expenses in connection with the sale of
Fund shares, except for registration fees and related expenses.

     Under a Distribution and Service Plan for Class A shares adopted by the
Fund pursuant to Rule 12b-1 under the Investment Company Act of 1940, the
Fund may pay monthly a distribution and/or service fee to W&R in an amount
not to exceed 0.25% of the Fund's Class A average annual net assets. The fee
is to be paid to reimburse W&R for amounts it expends in connection with the
distribution of the Class A shares

                                      30


<PAGE>

and/or provision of personal services to Fund shareholders and/or maintenance
of shareholder accounts.

     Under the Distribution and Service Plan adopted by the Fund for Class B
and Class C shares, respectively, the Fund may pay W&R, on an annual basis, a
service fee of up to 0.25% of the average daily net assets of the class to
compensate W&R for providing services to shareholders of that class and/or
maintaining shareholder accounts for that class and a distribution fee of up
to 0.75% of the average daily net assets of the class to compensate W&R for
distributing the shares of that class. The Class B Plan and the Class C Plan
each permit W&R to receive compensation, through the distribution and service
fee, respectively, for its distribution activities for that class, which are
similar to the distribution activities described with respect to the Class A
Plan, and for its activities in providing personal services to shareholders
of that class and/or maintaining shareholder accounts of that class, which
are similar to the corresponding activities for which it is entitled to
reimbursement under the Class A Plan.

     The Fund paid Directors' fees of $26,000, which are included in other
expenses.

     W&R is a subsidiary of Waddell & Reed Financial, Inc., a holding
company, and a direct subsidiary of Waddell & Reed Financial Services, Inc.,
a holding company.

NOTE 3 -- INVESTMENT SECURITY TRANSACTIONS

     Purchases of investment securities, other than U.S. Government and
short-term securities, aggregated $108,829,770 while proceeds from maturities
and sales aggregated $271,281,123. Purchases of options aggregated
$11,714,273 while proceeds from options aggregated $9,451,688. Purchases of
short-term securities aggregated $1,713,425,745 while proceeds from
maturities and sales aggregated $1,678,257,395. No long-term U.S. Government
securities were bought or sold during the period ended September 30, 2000.

     For Federal income tax purposes, cost of investments owned at September
30, 2000 was $744,479,023, resulting in net unrealized depreciation of
$9,534,841, of which $19,231,934 related to appreciated securities and
$28,766,775 related to depreciated securities.

NOTE 4 -- FEDERAL INCOME TAX MATTERS

     For Federal income tax purposes, the Fund realized capital gain net
income of $245,103 during its fiscal year ended September 30, 2000, which
included the effect of certain losses deferred into the next fiscal year (see
discussion below). A portion of capital gain net income was paid to Fund
shareholders. Remaining capital gain net income will be distributed to the
Fund's shareholders.

                                      31


<PAGE>

     Internal Revenue Code regulations permit the Fund to defer into its next
fiscal year net capital losses or net long-term capital losses incurred
between each November 1 and the end of its fiscal year ("post-October
losses"). From November 1, 1999 through September 30, 2000, the Fund incurred
net capital losses of $11,322,610, which has been deferred to the fiscal year
ending September 30, 2001.

NOTE 5 -- FUTURES

     The Fund may engage in buying and selling interest rate futures
contracts, but only Debt Futures and Municipal Bond Index Futures. Upon
entering into a futures contract, the Fund is required to deposit, in a
segregated account, an amount of cash or U.S. Treasury Bills equal to a
varying specified percentage of the contract amount. This amount is known as
the initial margin. Subsequent payments ("variation margins") are made or
received by the Fund each day, dependent on the daily fluctuations in the
value of the underlying debt security or index. These changes in the
variation margins are recorded by the Fund as unrealized gains or losses.
Upon the closing of the contracts, the cumulative net change in the variation
margin is recorded as realized gain or loss. The Fund uses futures to attempt
to reduce the overall risk of its investments.

NOTE 6 -- OPTIONS

     Options purchased by the Fund are accounted for in the same manner as
marketable portfolio securities. The cost of portfolio securities acquired
through the exercise of call options is increased by the premium paid to
purchase the call. The proceeds from securities sold through the exercise of
put options are decreased by the premium paid to purchase the put. The Fund
uses options to attempt to reduce the overall risk of its investments.

NOTE 7 -- MULTICLASS OPERATIONS

     The Fund is authorized to offer four classes of shares, Class A, Class
B, Class C and Class Y, each of which have equal rights as to assets and
voting privileges. Class Y shares are not subject to a sales charge on
purchases, are not subject to a Rule 12b-1 Distribution and Service Plan and
are subject to a separate transfer agency and dividend disbursement services
fee structure. A comprehensive discussion of the terms under which shares of
each class are offered is contained in the Prospectus and the Statement of
Additional Information for the Fund.

     Income, non-class specific expenses, and realized and unrealized gains
and losses are allocated daily to each class of shares based on the value of
their relative net assets as of the beginning of each day adjusted for the
prior day's capital share activity.

     Transactions in capital stock are summarized below.  Amounts are in
thousands.

                                      32


<PAGE>

<TABLE>
<CAPTION>
                                                              FOR THE FISCAL
                                                          YEAR ENDED SEPTEMBER 30,
                                                     ----------------------------------
                                                       2000                      1999
                                                     ---------                 --------
<S>                                                  <C>                       <C>
Shares issued from sale of shares:
   Class A    .................................          8,242                   25,267
   Class B    .................................            175                      ---
   Class C    .................................             86                      ---
   Class Y    .................................          3,935                      ---*
Shares issued from reinvestment
   of dividends and/or capital gains
   distribution:
   Class A    .................................          6,136                    7,013
   Class B    .................................              2                      ---
   Class C    .................................              2                      ---
   Class Y    .................................             22                      ---*
Shares redeemed:
   Class A    .................................        (31,337)                 (36,372)
   Class B    .................................            (20)                     ---
   Class C    .................................             (2)                     ---
   Class Y    .................................         (3,957)                     ---
                                                     ---------                 --------
Decrease in outstanding
   capital shares..............................        (16,716)                  (4,092)
                                                     =========                 ========
Value issued from sale of shares:
   Class A    .................................        $54,649                 $185,060
   Class B    .................................          1,165                      ---
   Class C    .................................            574                      ---
   Class Y    .................................         25,848                        2
Value issued from reinvestment
   of dividends and/or capital gains
   distribution:
   Class A    .................................         40,755                   51,386
   Class B    .................................             17                      ---
   Class C    .................................             12                      ---
   Class Y    .................................            145                      ---*
Value redeemed:
   Class A    .................................       (208,374)                (266,449)
   Class B    .................................           (132)                     ---
   Class C    .................................            (16)                     ---
   Class Y    .................................        (26,606)                     ---
                                                     ---------                 --------
Decrease in outstanding
   capital    .................................      $(111,963)                $(30,001)
                                                     =========                 ========
</TABLE>

*Not shown due to rounding.

                                      33


<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders,
Waddell & Reed Advisors Municipal Bond Fund, Inc.:


We have audited the accompanying statement of assets and liabilities,
including the schedule of investments, of Waddell & Reed Advisors Municipal
Bond Fund, Inc. (formerly United Municipal Bond Fund, Inc.) (the "Fund") as
of September 30, 2000, and the related statement of operations for the fiscal
year then ended, the statements of changes in net assets for each of the two
fiscal years in the period then ended, and the financial highlights for each
of the five fiscal years in the period then ended. These financial statements
and the financial highlights are the responsibility of the Fund's management.
Our responsibility is to express an opinion on these financial statements and
the financial highlights based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements and the financial highlights are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of September 30,
2000, by correspondence with the custodian and brokers. 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 and financial highlights referred to
above present fairly, in all material respects, the financial position of
Waddell & Reed Advisors Municipal Bond Fund, Inc. as of September 30, 2000,
the results of its operations for the fiscal year then ended, the changes in
its net assets for each of the two fiscal years in the period then ended, and
the financial highlights for each of the five fiscal years in the period then
ended in conformity with accounting principles generally accepted in the
United States of America.

/s/Deloitte & Touche LLP
-------------------------------
Deloitte & Touche LLP
Kansas City, Missouri
November 3, 2000

                                      34



<PAGE>

                            REGISTRATION STATEMENT

                                    PART C

                              OTHER INFORMATION

23.      EXHIBITS: Waddell & Reed Advisors Municipal Bond Fund, Inc.

         (a)      Articles of Incorporation filed by EDGAR on November 17, 1995
                  as EX-99.B1-charter to Post-Effective Amendment No. 35 to the
                  Registration Statement on Form N-1A*

                  Articles Supplementary filed by EDGAR on November 17, 1995 as
                  EX-99.B1-mbartsup to Post-Effective Amendment No. 35 to the
                  Registration Statement on Form N-1A*

                  Articles Supplementary filed by EDGAR on July 2, 1999 as
                  EX-99.B(a)mbsuppbc to Post-Effective Amendment No. 40 to the
                  Registration Statement on Form N-1A*

                  Articles of Amendment filed by EDGAR on June 29, 2000 as
                  EX-99.B(a)mbartsup to Post-Effective Amendment No. 42 to the
                  Registration Statement on Form N-1A*

         (b)      By-Laws, as amended, filed by EDGAR on December 27, 1996 as
                  EX-99.B2-mbbylaw to Post-Effective Amendment No. 36 to the
                  Registration Statement on Form N-1A*

                  Amendment to Bylaws filed by EDGAR on July 2, 1999 as
                  EX-99.B(b)mbbylaw2 to Post-Effective Amendment No. 40 to the
                  Registration Statement on Form N-1A*

                  Amendment to Bylaws attached hereto as EX-99.B(b)mbbylaw

         (c)      Not applicable

         (d)      Investment Management Agreement filed by EDGAR on November 17,
                  1995 as EX-99.B5-mbima to Post-Effective Amendment No. 35 to
                  the Registration Statement on Form N-1A*

                  Fee Schedule (Exhibit A) to the Investment Management
                  Agreement, as amended, filed by EDGAR on July 2, 1999 as
                  EX-99.B(d)mbimafee to Post-Effective Amendment No. 40 to the
                  Registration Statement on Form N-1A*

                  Assignment to the Investment Management Agreement filed by
                  EDGAR on November 17, 1995 as EX-99.B5-mbassign to
                  Post-Effective Amendment No. 35 to the Registration Statement
                  on Form N-1A*

         (e)      Underwriting Agreement filed by EDGAR on November 17, 1995 as
                  EX-99.B6-mbua to Post-Effective Amendment No. 35 to the
                  Registration Statement on Form N-1A*

         (f)      Not applicable

<PAGE>

         (g)      Custodian Agreement, as amended, filed by EDGAR on
                  December 29, 1999 as EX-99.B(g)mbca to Post-Effective
                  Amendment No. 41 to the Registration Statement on Form N-1A*

         (h)      Shareholder Servicing Agreement filed by EDGAR on December 1,
                  1998 as EX-99.B9-mbssa to Post-Effective Amendment No. 39 to
                  the Registration Statement on Form N-1A*

                  Compensation Table (Exhibit B) to the Shareholder Servicing
                  Agreement, as amended, attached hereto as EX-99.B(h)mbssacomp

                  Fidelity Bond Coverage (Exhibit C) to the Shareholder
                  Servicing Agreement, as amended, attached hereto as
                  EX-99.B(h)mbssafid

                  Accounting Services Agreement filed by EDGAR on November 17,
                  1995 as EX-99.B9-mbasa to Post-Effective Amendment No. 35 to
                  the Registration Statement on Form N-1A*

                  Amendment to Accounting Services Agreement attached hereto as
                  EX-99.B(h)mbasaamend

                  Service Agreement filed by EDGAR on electronic format on
                  July 30, 1993 as Exhibit (b)(15) to Post-Effective Amendment
                  No. 32 to the Registration Statement on Form N-1A*

                  Amendment to Service Agreement filed by EDGAR on December 29,
                  1994 as EX-99.B9(d)mbsaa to Post-Effective Amendment No. 34 to
                  the Registration Statement on Form N-1A*

                  Amendment to Service Agreement filed by EDGAR on November 17,
                  1995 as EX-99.B9-mbappsaa to Post-Effective Amendment No. 37
                  to the Registration Statement on Form N1-A*

                  Class Y letter of understanding filed by EDGAR on December 27,
                  1996 as EX-99.B9-mblou to Post-Effective Amendment No. 36 to
                  the Registration Statement on Form N-1A*

         (i)      Opinion and Consent of Counsel attached hereto as
                  EX-99.B(i)mblegopn

         (j)      Consent of Deloitte & Touche LLP, Independent Accountants,
                  attached hereto as EX-99.B(j)mbconsnt

         (k)      Not applicable

         (l)      Not applicable

         (m)      Service Plan for Class A Shares filed by EDGAR on November 17,
                  1995 as EX-99.B15-mbspca to Post-Effective Amendment No. 35 to
                  the Registration Statement on Form N-1A*

                  Distribution and Service Plan for Class A shares filed by
                  EDGAR on December 29, 1997 as EX-99.B15-mbdsp to
                  Post-Effective Amendment No. 38 to the Registration Statement
                  on Form N1-A*

<PAGE>

                  Distribution and Service Plan for Class B shares filed by
                  EDGAR on July 2, 1999 as EX-99.B(m)mbdspb to Post-Effective
                  Amendment No. 40 to the Registration Statement on Form N-1A*

                  Distribution and Service Plan for Class C shares filed by
                  EDGAR on July 2, 1999 as EX-99.B(m)mbdspc to Post-Effective
                  Amendment No. 40 to the Registration Statement on Form N-1A*

         (n)      Not applicable

         (o)      Multiple Class Plan, as amended, filed by EDGAR on June 29,
                  2000 as EX-99.B(o)mbmcp to Post-Effective Amendment No. 42 to
                  the Registration Statement on Form N-1A*

         (p)      Code of Ethics, as revised, attached hereto as
                  EX-99.B(p)mbcode

24.      PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

         None

25.      INDEMNIFICATION

         Reference is made to Article SEVENTH paragraph 6(b) through (f) of the
         Articles of Incorporation filed by EDGAR on December 1, 1998 as
         EX-99.B1-charter to Post-Effective Amendment No. 39 to the Registration
         Statement on Form N-1A*, Article IX of the Bylaws attached hereto as
         EX-99.B(b)mbbylaw and to Article IV of the Underwriting Agreement filed
         by EDGAR on November 17, 1995 as EX-99.B6-mbua to Post-Effective
         Amendment No. 35 to the Registration Statement on Form N-1A*, both of
         which provide indemnification. Also refer to Section 2-418 of the
         Maryland General Corporation Law regarding indemnification of
         directors, officers, employees and agents.

         Registrant undertakes to carry out all indemnification provisions of
         its Articles of Incorporation, Bylaws, and the above-described
         contracts in accordance with the Investment Company Act Release
         No. 11330 (September 4, 1980) and successor releases.

         Insofar as indemnification for liability arising under the 1933 Act, as
         amended, may be provided to directors, officers and controlling persons
         of the Registrant pursuant to the foregoing provisions, or otherwise,
         the Registrant has been advised that in the opinion of the Securities
         and Exchange Commission such indemnification is against public policy
         as expressed in the Act and is, therefore unenforceable. In the event
         that a claim for indemnification against such liabilities (other than
         the payment of the Registrant of expenses incurred or paid by a
         director, officer of controlling person of the Registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer, or controlling person in connection with the
         securities being registered, the Registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the Act
         and will be governed by the final adjudication of

<PAGE>

         such issue.

26.      BUSINESS AND OTHER CONNECTIONS OF INVESTMENT MANAGER

         Waddell & Reed Investment Management Company ("WRIMCO") is the
         investment manager of the Registrant. Under the terms of an Investment
         Management Agreement between Waddell & Reed, Inc. and the Registrant,
         Waddell & Reed, Inc. is to provide investment management services to
         the Registrant. Waddell & Reed, Inc. assigned its investment management
         duties under this agreement to WRIMCO on January 8, 1992. WRIMCO is not
         engaged in any business other than the provision of investment
         management services to those registered investment companies described
         in Part A and Part B of this Post-Effective Amendment and to other
         investment advisory clients.

         Each director and executive officer of WRIMCO has had as his sole
         business, profession, vocation or employment during the past two years
         only his duties as an executive officer and/or employee of WRIMCO or
         its predecessors, except as to persons who are directors and/or
         officers of the Registrant and have served in the capacities shown in
         the Statement of Additional Information of the Registrant. The address
         of the officers is 6300 Lamar Avenue, P.O. Box 29217, Shawnee Mission,
         Kansas 66201-9217.

         As to each director and officer of WRIMCO, reference is made to the
         Prospectus and SAI of this Registrant.

27.      PRINCIPAL UNDERWRITER

         (a)      Waddell & Reed, Inc. is the principal underwriter of the
                  Registrant. It is also the principal underwriter to the
                  following investment companies:

                  Waddell & Reed Advisors Funds, Inc.
                  Waddell & Reed Advisors International Growth Fund, Inc.
                  Waddell & Reed Advisors Continental Income Fund, Inc.
                  Waddell & Reed Advisors Vanguard Fund, Inc.
                  Waddell & Reed Advisors Retirement Shares, Inc.
                  Waddell & Reed Advisors High Income Fund, Inc.
                  Waddell & Reed Advisors Cash Management, Inc.
                  Waddell & Reed Advisors Government Securities Fund, Inc.
                  Waddell & Reed Advisors New Concepts Fund, Inc.
                  Waddell & Reed Advisors Municipal High Income Fund, Inc.
                  Waddell & Reed Advisors Global Bond Fund, Inc.
                  Waddell & Reed Advisors Asset Strategy Fund, Inc.
                  Waddell & Reed Advisors Small Cap Fund, Inc.
                  Waddell & Reed Advisors Tax-Managed Equity Fund, Inc.
                  Waddell & Reed Advisors Value Fund, Inc.
                  Waddell & Reed Advisors Municipal Money Market Fund, Inc.
                  W&R Funds, Inc.
                  Advantage I
                  Advantage II
                  Advantage Plus
                  Advantage Gold

<PAGE>

         (b)      The information contained in the underwriter's application on
                  Form BD as filed on November 30, 2000 SEC No. 8-27030, under
                  the Securities Exchange Act of 1934, is herein incorporated by
                  reference.

         (c)      No compensation was paid by the Registrant to any principal
                  underwriter who is not an affiliated person of the Registrant
                  or any affiliated person of such affiliated person.

28.      LOCATION OF ACCOUNTS AND RECORDS

         The accounts, books and other documents required to be maintained by
         Registrant pursuant to Section 31(a) of the Investment Company Act and
         rules promulgated thereunder are under the possession of Mr. Robert L.
         Hechler and Ms. Kristen A. Richards, as officers of the Registrant,
         each of whose business address is Post Office Box 29217, Shawnee
         Mission, Kansas 66201-9217.

29.      MANAGEMENT SERVICES

         There is no service contract other than as discussed in Part A and Part
         B of this Post-Effective Amendment and as listed in response to Items
         23.(h) and 23.(m) hereof.

30.      UNDERTAKINGS

         Not applicable


---------------------------------
*Incorporated herein by reference

<PAGE>


                              POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, That each of the undersigned,
WADDELL & REED ADVISORS ASSET STRATEGY FUND, INC., WADDELL & REED ADVISORS
CASH MANAGEMENT, INC., WADDELL & REED ADVISORS CONTINENTAL INCOME FUND, INC.,
WADDELL & REED ADVISORS FUNDS, INC., WADDELL & REED ADVISORS GOVERNMENT
SECURITIES FUND, INC., WADDELL & REED ADVISORS HIGH INCOME FUND, INC.,
WADDELL & REED ADVISORS GLOBAL BOND FUND, INC., WADDELL & REED ADVISORS
INTERNATIONAL GROWTH FUND, INC., WADDELL & REED ADVISORS MUNICIPAL BOND FUND,
INC., WADDELL & REED ADVISORS MUNICIPAL HIGH INCOME FUND, INC., WADDELL &
REED ADVISORS MUNICIPAL MONEY MARKET FUND, INC., WADDELL & REED ADVISORS NEW
CONCEPTS FUND, INC., WADDELL & REED ADVISORS RETIREMENT SHARES, INC., WADDELL
& REED ADVISORS SMALL CAP FUND, INC., WADDELL & REED ADVISORS TAX-MANAGED
EQUITY FUND, INC., WADDELL & REED ADVISORS VALUE FUND, INC., WADDELL & REED
ADVISORS VANGUARD FUND, INC., W&R TARGET FUNDS, INC. AND W&R FUNDS, INC.
(each hereinafter called the "Corporation"), and certain directors and
officers for the Corporation, do hereby constitute and appoint KEITH A.
TUCKER, ROBERT L. HECHLER, DANIEL C. SCHULTE and KRISTEN A. RICHARDS, and
each of them individually, their true and lawful attorneys and agents to take
any and all action and execute any and all instruments which said attorneys
and agents may deem necessary or advisable to enable each Corporation to
comply with the Securities Act of 1933 and/or the Investment Company Act of
1940, as amended, and any rules, regulations, orders or other requirements of
the United States Securities and Exchange Commission thereunder, in
connection with the registration under the Securities Act of 1933 and/or the
Investment Company Act of 1940, as amended, including specifically, but
without limitation of the foregoing, power and authority to sign the names of
each of such directors and officers in his/her behalf as such director or
officer as indicated below opposite his/her signature hereto, to any
Registration Statement and to any amendment or supplement to the Registration
Statement filed with the Securities and Exchange Commission under the
Securities Act of 1933 and/or the Investment Company Act of 1940, as amended,
and to any instruments or documents filed or to be filed as a part of or in
connection with such Registration Statement or amendment or supplement
thereto; and each of the undersigned hereby ratifies and confirms all that
said attorneys and agents shall do or cause to be done by virtue hereof.

<TABLE>

<S>                                              <C>
Date:  August 16, 2000                           /s/Robert L. Hechler
                                                 ----------------------------
                                                 Robert L. Hechler, President
</TABLE>

<TABLE>

<S>                          <C>                               <C>
/s/Keith A. Tucker           Chairman of the Board             August 16, 2000
-------------------                                            -----------------
Keith A. Tucker


/s/Robert L. Hechler         President, Principal              August 16, 2000
--------------------         Financial Officer and             -----------------
Robert L. Hechler            Director

</TABLE>

<PAGE>

<TABLE>

<S>                          <C>                               <C>
/s/Henry J. Herrmann         Vice President and                August 16, 2000
----------------------       Director                          -----------------
Henry J. Herrmann


/s/Theodore W. Howard        Vice President, Treasurer         August 16, 2000
----------------------       and Principal Accounting          -----------------
Theodore W. Howard           Officer


/s/James M. Concannon        Director                          August 16, 2000
----------------------                                         -----------------
James M. Concannon


/s/John A. Dillingham        Director                          August 16, 2000
----------------------                                         -----------------
John A. Dillingham


/s/David P. Gardner          Director                          August 16, 2000
----------------------                                         -----------------
David P. Gardner


/s/Linda K. Graves           Director                          August 16, 2000
----------------------                                         -----------------
Linda K. Graves


/s/Joseph Harroz, Jr.        Director                          August 16, 2000
----------------------                                         -----------------
Joseph Harroz, Jr.


/s/John F. Hayes             Director                          August 16, 2000
----------------------                                         -----------------
John F. Hayes


/s/Glendon E. Johnson        Director                          August 16, 2000
----------------------                                         -----------------
Glendon E. Johnson


/s/William T. Morgan         Director                          August 16, 2000
----------------------                                         -----------------
William T. Morgan
</TABLE>

<PAGE>

<TABLE>

<S>                          <C>                               <C>
/s/Ronald C. Reimer          Director                          August 16, 2000
----------------------                                         -----------------
Ronald C. Reimer


/s/Frank J. Ross, Jr.        Director                          August 16, 2000
----------------------                                         -----------------
Frank J. Ross, Jr.


/s/Eleanor B. Schwartz       Director                          August 16, 2000
----------------------                                         -----------------
Eleanor B. Schwartz


/s/Frederick Vogel III       Director                          August 16, 2000
----------------------                                         -----------------
Frederick Vogel III


Attest:

/s/Kristen A. Richards
--------------------------
Kristen A. Richards
Secretary
</TABLE>

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this Post-Effective Amendment pursuant to
Rule 485(b) of the Securities Act of 1933 and has duly caused this
Post-Effective Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Overland Park, and State of Kansas,
on the 14th day of December, 2000.

              WADDELL & REED ADVISORS MUNICIPAL BOND FUND, INC.

                                (Registrant)

                           By /s/ Robert L. Hechler*
                           ------------------------
                         Robert L. Hechler, President

         Pursuant to the requirements of the Securities Act of 1933, and/or
the Investment Company Act of 1940, this Post-Effective Amendment has been
signed below by the following persons in the capacities and on the date
indicated.

<TABLE>
<CAPTION>

      SIGNATURES                 TITLE
<S>                              <C>                                <C>
/s/Keith A. Tucker*              Chairman of the Board              December 14, 2000
----------------------                                              -----------------
Keith A. Tucker


/s/Robert L. Hechler*            President, Principal               December 14, 2000
----------------------           Financial Officer and              -----------------
Robert L. Hechler                Director


/s/Henry J. Herrmann*            Vice President and                 December 14, 2000
----------------------           Director                           -----------------
Henry J. Herrmann


/s/Theodore W. Howard*           Vice President, Treasurer          December 14, 2000
----------------------           and Principal Accounting           -----------------
Theodore W. Howard               Officer


/s/James M. Concannon*           Director                           December 14, 2000
----------------------                                              -----------------
James M. Concannon


/s/John A. Dillingham*           Director                           December 14, 2000
----------------------                                              -----------------
John A. Dillingham
</TABLE>

<PAGE>

<TABLE>

<S>                              <C>                                <C>
/s/David P. Gardner*             Director                           December 14, 2000
----------------------                                              -----------------
David P. Gardner


/s/Linda K. Graves*              Director                           December 14, 2000
----------------------                                              -----------------
Linda K. Graves


/s/Joseph Harroz, Jr.*           Director                           December 14, 2000
----------------------                                              -----------------
Joseph Harroz, Jr.


/s/John F. Hayes*                Director                           December 14, 2000
----------------------                                              -----------------
John F. Hayes


/s/Glendon E. Johnson*           Director                           December 14, 2000
----------------------                                              -----------------
Glendon E. Johnson


/s/William T. Morgan*            Director                           December 14, 2000
----------------------                                              -----------------
William T. Morgan


/s/Ronald C. Reimer*             Director                           December 14, 2000
----------------------                                              -----------------
Ronald C. Reimer


/s/Frank J. Ross, Jr.*           Director                           December 14, 2000
----------------------                                              -----------------
Frank J. Ross, Jr.


/s/Eleanor B Schwartz*           Director                           December 14, 2000
----------------------                                              -----------------
Eleanor B. Schwartz


/s/Frederick Vogel III*          Director                           December 14, 2000
----------------------                                              -----------------
Frederick Vogel III


*By /s/Kristen A. Richards
--------------------------
    Kristen A. Richards
    Attorney-in-Fact
</TABLE>

<PAGE>


ATTEST:/s/Daniel C. Schulte
---------------------------
   Daniel C. Schulte
   Assistant Secretary




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