UNITED FUNDS INC, 497, 1995-06-27

UNITED FUNDS INC
497, 1995-06-27

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<PAGE>
Please read this Prospectus before investing, and keep it on file for future
reference. It sets forth concisely the information about the Funds that you
ought to know before investing.

Additional information has been filed with the Securities and Exchange
Commission and is contained in a Statement of Additional Information ("SAI")
dated June 17, 1995. The SAI is available free upon request to the Funds or
Waddell & Reed, Inc., the Funds' underwriter, at the address or telephone number
below. The SAI is incorporated by reference into this Prospectus and you will
not be aware of all facts unless you read both this Prospectus and the SAI.

United Funds, Inc.
Class A Shares
United Funds, Inc. (the "Corporation") is a management investment company that
has four separate funds (the "Funds"), each of which is designed for investors
with different goals.

United Bond Fund seeks a reasonable return with more emphasis on preservation of
capital.

United Income Fund seeks the maintenance of current income subject to market
conditions.

United Accumulative Fund seeks capital growth of your investment with current
income a secondary consideration.

United Science and Technology Fund seeks long-term capital growth through
investment in a portfolio emphasizing science and technology securities.

This Prospectus describes one class of shares -- Class A Shares -- of each of
the Funds.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

Prospectus
June 17, 1995

UNITED FUNDS, INC.
6300 Lamar Avenue
P. O. Box 29217
Shawnee Mission, Kansas 66201-9217
913-236-2000

<PAGE>
Table of Contents

An Overview of the Funds .................. 3
Expenses .................................. 5
Financial Highlights....................... 6
Performance ...............................14
Explanation of Terms..................14
About Waddell & Reed ......................15
About the Investment Principles of the Funds16
Investment Goals and Principles.......16
Risk Considerations..............17
Securities and Investment Practices...18
About Your Account.........................30
Ways to Set Up Your Account...........30
Buying Shares ........................31
Minimum Investments ..................33
Adding to Your Account ...............33
Selling Shares .......................34
Shareholder Services .................36
Personal Service ................36
Reports .........................36
Exchanges .......................36
Automatic Transactions...........36
Dividends, Distributions,
and Taxes........................37
Distributions ...................37
Taxes ...........................37
About the Management and Expenses of
the Funds........................40
WRIMCO and Its Affiliates ............41
Breakdown of Expenses ................43
Management Fee ..................43
Other Expenses ..................44

<PAGE>
An Overview of the Funds

The Funds: This Prospectus describes the Class A shares of four separate series
(each a "Fund") of an open-end, management investment company. The shares of
each Fund outstanding as of the date of this Prospectus have been designated as
Class A shares. The shares of each Fund offered for sale to the public pursuant
to this Prospectus are Class A shares.

Each Fund has different goals and policies. Each of the Funds is a diversified
Fund.

Goals and Strategies:

United Bond Fund seeks a reasonable return with more emphasis on preservation of
capital. This Fund invests primarily in debt securities, including convertible
securities and debt securities with warrants attached.

United Income Fund seeks to maintain current income, subject to market
conditions. This Fund invests primarily in common stocks, or securities
convertible into common stocks, of companies that have the potential for capital
growth or that may be expected to resist market decline.

United Accumulative Fund seeks capital growth, with current income a secondary
goal. This Fund invests primarily in common stocks or securities convertible
into common stocks.

United Science and Technology Fund seeks long-term capital growth. This Fund
invests primarily in science and technology securities.

See "About the Investment Principles of the Funds" for further information.

Management: Waddell & Reed Investment Management Company ("WRIMCO") provides
investment advice to each of the Funds and manages each Fund's investments.
WRIMCO is a wholly-owned subsidiary of Waddell & Reed, Inc. WRIMCO, Waddell &
Reed, Inc. and its predecessors have provided investment management services to
registered investment companies since 1940. See "About the Management and
Expenses of the Funds" for further information about management fees.

Distributor: Waddell & Reed, Inc. acts as principal underwriter and distributor
of the shares of the Funds.

Purchases: You may buy Class A shares of the Funds through Waddell & Reed, Inc.
and its account representatives. The price to buy a Class A share of a Fund is
the net asset value of a Class A share plus a sales charge. See "About Your
Account" for information on how to purchase Class A shares.

Redemptions: You may redeem your shares at net asset value. When you sell your
shares, they may be worth more or less than what you paid for them. See "About
Your Account" for a description of redemption and reinvestment procedures.

Who May Want to Invest: The Funds of United Funds, Inc. offer a variety of
investment goals that are compatible with different investment decisions. You
should consider whether a Fund, or group of Funds, fits with your particular
investment objectives.

Risk Considerations: Because the Funds own different types of investments,
their performance will be affected by a variety of factors. The value of each
Fund's investments and the income generated 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. See "Securities and Investment Practices" for information about
the risks associated with the Funds' respective investments.

<PAGE>
Expenses
United
United United United Science and
Bond Income AccumulativeTechnology
Fund Fund Fund Fund
---- ---- ---- ----

Shareholder Transaction Expenses
are charges you pay when you buy or sell shares of a fund.

Maximum sales
load on purchases
(as a percentage
of offering price) 5.75% 5.75% 5.75% 5.75%

Maximum sales load
on reinvested
dividends None None None None

Deferred sales load None None None None

Redemption fees None None None None

Exchange fee None None None None

Annual Fund Operating Expenses
(As a percentage of average net assets).

Management fees 0.45% 0.57% 0.57% 0.62%
12b-1 fees 0.10% 0.10% 0.09% 0.10%
Other expenses 0.18% 0.17% 0.15% 0.24%
Total Fund
operating
expenses1 0.73% 0.84% 0.81% 0.96%

1Retirement plan accounts may be subject to a $2 fee imposed by the plan
custodian for use of the Flexible Withdrawal Service.

<PAGE>
Example: You would pay the following expenses on a $1,000 investment, assuming
(1) 5% annual return2 and (2) redemption at the end of each time period:

United
United United United Science and
Bond Income AccumulativeTechnology
Fund Fund Fund Fund
---- ---- ---- ----
1 Year $ 65 $ 66 $ 65 $ 67
3 Years $ 79 $ 83 $ 82 $ 86
5 Years $ 96 $101 $100 $108
10 Years $143 $155 $152 $169

The purpose of this table is to assist you in understanding the various costs
and expenses that a shareholder of the Class A shares of each Fund will bear
directly or indirectly. The example should not be considered a representation
of past or future expenses; actual expenses may be greater or lesser than those
shown. For a more complete discussion of certain expenses and fees, see
"Breakdown of Expenses."

2Use of an assumed annual return of 5% is for illustration purposes only and not
a representation of a Fund's future performance, which may be greater or
lesser.

<PAGE>
Financial Highlights

United Bond Fund
(Audited)

The following information has been audited by Price Waterhouse LLP,
independent accountants, and should be read in conjunction with the financial
statements and notes thereto, together with the report of Price Waterhouse LLP,
included in the SAI.

For a Class A share outstanding throughout each period.*

<TABLE>
<CAPTION>
For the fiscal year ended December 31,
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1994 1993 1992 1991 1990 1989 1988 1987 1986 1985
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Net asset value,
beginning of
period ............ $6.39 $6.31 $6.32 $5.80 $6.07 $6.03 $6.11 $6.42 $6.09 $5.44
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Income from investment operations:
Net investment
income .......... .39 .41 .45 .47 .50 .55 .54 .56 .55 .61
Net realized and
unrealized gain
(loss) on
investments ..... (0.75) .41 .00 .56 (0.26) .07 (0.02) (0.28) .34 .66
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Total from investment
operations ........ (0.36) .82 .45 1.03 .24 .62 .52 .28 .89 1.27
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Less distributions:
Dividends from net
investment
income .......... (0.39) (0.41) (0.46) (0.47) (0.50) (0.56) (0.54) (0.55) (0.56) (0.62)
Distributions from
capital gains ... (0.02) (0.33) (0.00) (0.04) (0.01) (0.02) (0.06) (0.04) (0.00) (0.00)
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Total distributions . (0.41) (0.74) (0.46) (0.51) (0.51) (0.58) (0.60) (0.59) (0.56) (0.62)
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Net asset value,
end of period ..... $5.62 $6.39 $6.31 $6.32 $5.80 $6.07 $6.03 $6.11 $6.42 $6.09
===== ===== ===== ===== ===== ===== ===== ===== ===== =====
Total return* ....... -5.76% 13.19% 7.50% 18.78% 4.24% 10.61% 8.99% 4.50% 15.23% 25.42%
Net assets, end of
period (000
omitted) ..........$517,836 $641,668 $589,946 $524,404 $439,487 $403,010 $335,337 $319,273 $339,544 $338,586
Ratio of expenses to
average net assets 0.72% 0.65% 0.64% 0.65% 0.67% 0.64% 0.65% 0.64% 0.64% 0.67%
Ratio of net investment
income to average
net assets ........ 6.60% 6.14% 7.29% 7.96% 8.54% 8.97% 9.00% 8.83% 8.82% 10.90%
Portfolio turnover
rate .............. 127.11% 175.39% 115.17% 318.76% 294.66% 353.57% 179.07% 232.65% 252.49% 270.71%

*On June 17, 1995, the Fund began offering Class Y shares to the public. Fund
shares outstanding prior to that date were designated Class A shares.
**Total return calculated without taking into account the sales load deducted on
an initial purchase.

</TABLE>
<PAGE>
United Income Fund
(Audited)

For a Class A share outstanding throughout each period.*

<TABLE>
<CAPTION>
For the fiscal year ended December 31,
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1994 1993 1992 1991 1990 1989 1988 1987 1986 1985
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Net asset value,
beginning of
period ............ $24.77 $22.05 $20.44 $16.46 $18.69 $16.76 $15.08 $17.03 $16.20 $13.11
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Income from investment operations:
Net investment income .36 .40 .46 .51 .61 .65 .60 .72 .48 .58
Net realized and
unrealized gain
(loss) on
investments ..... (0.80) 3.11 1.96 4.29 (1.61) 3.89 2.35 .59 3.12 3.64
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total from investment
operations ........ (0.44) 3.51 2.42 4.80 (1.00) 4.54 2.95 1.31 3.60 4.22
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Less distributions:
Dividends from net
investment
income .......... (0.36) (0.40) (0.46) (0.53) (0.63) (0.65) (0.67) (0.66) (0.49) (0.61)
Distributions from
capital gains ... (0.63) (0.39) (0.35) (0.29) (0.60) (1.96) (0.60) (2.60) (2.28) (0.52)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total distributions (0.99) (0.79) (0.81) (0.82) (1.23) (2.61) (1.27) (3.26) (2.77) (1.13)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Net asset value,
end of period ..... $23.34 $24.77 $22.05 $20.44 $16.46 $18.69 $16.76 $15.08 $17.03 $16.20
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
Total return* ....... -1.82% 16.05% 11.96% 29.64% -5.45% 27.49% 19.83% 7.17% 22.11% 34.00%
Net assets, end of
period (000
omitted) ........$3,144,904 $3,060,073 $2,537,161 $2,150,986 $1,578,543 $1,550,387 $1,149,934 $964,521 $836,594 $675,314
Ratio of expenses to
average net assets 0.74% 0.66% 0.65% 0.66% 0.68% 0.64% 0.67% 0.63% 0.62% 0.66%
Ratio of net investment
income to average
net assets ........ 1.45% 1.70% 2.19% 2.71% 3.44% 3.41% 3.65% 3.99% 2.70% 4.09%
Portfolio turnover
rate .............. 18.54% 21.70% 19.25% 24.68% 30.94% 60.77% 48.64% 58.46% 29.90% 37.75%

</TABLE>
<PAGE>
United Accumulative Fund
(Audited)

For a Class A share outstanding throughout each period.*

<TABLE>
<CAPTION>
For the fiscal year ended December 31,
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1994 1993 1992 1991 1990 1989 1988 1987 1986 1985
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Net asset value,
beginning of
period .......... $7.19 $7.50 $7.15 $6.03 $7.12 $6.43 $5.75 $7.78 $8.73 $7.64
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Income from investment operations:
Net investment income .13 .11 .16 .19 .28 .31 .26 .25 .20 .34
Net realized and
unrealized gain
(loss) on
investments ... (0.13) .55 .85 1.22 (0.99) 1.43 .71 .19 1.28 1.51
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Total from investment
operations ...... 0.00 .66 1.01 1.41 (0.71) 1.74 .97 .44 1.48 1.85
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Less distributions:
Dividends from net
investment
income ........ (0.13) (0.11) (0.16) (0.20) (0.29) (0.29) (0.29) (0.32) (0.25) (0.39)
Distributions from
capital gains . (0.48) (0.84) (0.50) (0.09) (0.09) (0.76) (0.00) (2.15) (2.18) (0.37)
Distribution in excess
of capital gains (0.00) (0.02) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00)
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Total distributions (0.61) (0.97) (0.66) (0.29) (0.38) (1.05) (0.29) (2.47) (2.43) (0.76)
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Net asset value,
end of period ... $6.58 $7.19 $7.50 $7.15 $6.03 $7.12 $6.43 $5.75 $7.78 $8.73
===== ===== ===== ===== ===== ===== ===== ===== ===== =====
Total return* ..... 0.04% 9.06% 14.20% 23.68% -10.17% 27.56% 17.05% 4.53% 18.05% 25.56%
Net assets, end of
period (000
omitted) ........ $967,020$1,033,774 $992,924 $904,635 $767,218 $877,109 $737,231 $696,359 $683,989 $604,337
Ratio of expenses to
average net assets 0.71% 0.65% 0.62% 0.63% 0.64% 0.60% 0.63% 0.59% 0.60% 0.63%
Ratio of net investment
income to average
net assets ...... 1.76% 1.34% 2.13% 2.79% 4.12% 4.19% 4.09% 3.17% 2.37% 4.18%
Portfolio turnover
rate ............ 205.40% 230.29% 194.41% 241.11% 288.64% 338.24% 245.42% 316.74% 260.69% 297.37%

</TABLE>
<PAGE>
United Science and Technology Fund
(Audited)

For a Class A share outstanding throughout each period.*

<TABLE>
<CAPTION>
For the fiscal year ended December 31,
------------------------------------------------------------------------------------------------
1994 1993 1992 1991 1990 1989 1988 1987 1986 1985
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of
period ......... $14.83 $14.64 $15.42 $10.27 $11.72 $9.91 $9.28 $10.00 $9.98 $9.23
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Income from investment operations:
Net investment
income (loss) 0.00 .01 .03 .10 .24 .20 .20 .19 .17 .32
Net realized and
unrealized gain
(loss) on
investments .. 1.40 1.21 (0.66) 5.90 (0.65) 2.50 .64 1.06 1.61 1.65
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Total from investment
operations ..... 1.40 1.22 (0.63) 6.00 (0.41) 2.70 .84 1.25 1.78 1.97
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Less distributions:
Dividends from net
investment
income ....... 0.00 (0.01) (0.03) (0.10) (0.25) (0.19) (0.21) (0.25) (0.24) (0.42)
Distributions from
capital gains (1.02) (0.95) (0.12) (0.75) (0.79) (0.70) (0.00) (1.72) (1.52) (0.80)
Distribution in excess
of capital gains 0.00 (0.07) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00)
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Total distributions (1.02) (1.03) (0.15) (0.85) (1.04) (0.89) (0.21) (1.97) (1.76) (1.22)
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Net asset value,
end of period ... $15.21 $14.83 $14.64 $15.42 $10.27 $11.72 $9.91 $9.28 $10.00 $9.98
====== ====== ====== ====== ====== ====== ===== ===== ====== =====

Total return* ..... 9.78% 8.51% -4.03% 59.25% -3.51% 27.40% 9.05% 12.43% 18.19% 22.98%
Net assets, end of
period (000
omitted) ........ $496,503 $446,611 $428,806 $405,380 $239,077 $247,584 $214,693 $214,828 $180,890 $174,042
Ratio of expenses to
average net assets 0.96% 0.91% 0.87% 0.85% 0.90% 0.84% 0.89% 0.81% 0.83% 0.88%
Ratio of net investment
income to average
net assets ...... 0.00% 0.06% 0.24% 0.75% 2.06% 1.73% 1.94% 1.65% 1.62% 3.49%
Portfolio turnover
rate ............ 64.39% 68.38% 45.79% 59.24% 63.86% 83.19% 60.67% 85.35% 91.71% 146.41%

</TABLE>
<PAGE>
Performance

Mutual fund performance is commonly measured as total return. The Funds may
also advertise their performance by showing yield and performance rankings.
Performance information is calculated and presented separately for each Class of
Fund shares.

Explanation of Terms

Total Return is the overall change in value of an investment in a Fund over a
given period, assuming reinvestment of any dividends and distributions. A
cumulative total return reflects actual performance over a stated period of
time. An average annual total return is a hypothetical rate of return that, if
achieved annually, would have produced the same cumulative total return if
performance had been constant over the entire period. Average annual total
returns smooth out variations in performance; they are not the same as actual
year-by-year results. Non-standardized total return may not reflect deduction
of the applicable sales charge or may be for periods other than those required
to be presented or may otherwise differ from standardized total return. Total
return quotations that do not reflect the applicable sales charge will reflect a
higher rate of return.

Yield refers to the income generated by an investment in the Fund over a given
period of time, expressed as an annual percentage rate. A Fund's yield is based
on a 30-day period ending on a specific date and is computed by dividing the
Fund's net investment income per share earned during the period by the Fund's
maximum offering price per share on the last day of the period.

Performance Rankings are comparisons of a Fund's performance to the performance
of other selected mutual funds, selected recognized market indicators such as
the Standard & Poor's 500 Stock Index and the Dow Jones Industrial Average, or
non-market indices or averages of mutual fund industry groups. A Fund may quote
its performance rankings and/or other information as published by recognized
independent mutual fund statistical services or by publications of general
interest. In connection with a ranking, the Fund may provide additional
information, such as the particular category to which it relates, 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.

All performance information that each Fund advertises or includes in information
provided to present or prospective shareholders is historical in nature and is
not intended to represent or guarantee future results. The value of a Fund's
shares when redeemed may be more or less than their original cost.

Each Fund's recent performance and holdings will be detailed twice a year in
that Fund's annual and semiannual reports, which are sent to all Fund
shareholders.

<PAGE>
About Waddell & Reed

Since 1937, Waddell & Reed has been helping people make the most of their
financial future by helping them take advantage of various financial services.
Today, Waddell & Reed has over 2500 account representatives located throughout
the United States. Your primary contact in your dealings with Waddell & Reed
will be your local account representative. However, the Waddell & Reed
shareholder services department which is part of the Waddell & Reed headquarters
operations in Overland Park, Kansas is available to assist you and your Waddell
& Reed account representative. You may speak with a customer service
representative by calling 913-236-2000.

<PAGE>
About the Investment Principles of the Funds

Investment Goals and Principles

The goal of each Fund and the type of securities in which each Fund may invest
are matters of fundamental policy and may not be changed without the approval of
the shareholders of that Fund. There is no assurance that a Fund will achieve
its goals; some risks are inherent in all securities to varying degrees.

United Bond Fund. The goal of United Bond Fund is a reasonable return with more
emphasis on preservation of capital. The Fund seeks to achieve this goal by
investing in debt securities, which may include convertible securities and debt
securities with warrants attached. In selecting debt securities for the
portfolio of the Fund, WRIMCO considers yield and relative safety, and in the
case of convertible securities, the possibility of capital growth.

The Fund may purchase securities issued or guaranteed by the U.S. Government or
its agencies or instrumentalities ("U.S. Government Securities"). The Fund will
invest in U.S. Government Securities that are not backed by the full faith and
credit of the United States only when WRIMCO is satisfied that the credit risk
is acceptable. Among the U.S. Government Securities that the Fund may purchase
are mortgage-backed securities of the Government National Mortgage Association
("Ginnie Mae"). These mortgage-backed securities include pass-through
securities, participation certificates and collateralized mortgage obligations
("CMOs").

United Bond Fund may not purchase any securities other than debt securities if
after such purchase more than 10% of its total assets would consist of other
than debt securities. This 10% limit does not include: premiums paid or
received by the Fund in connection with options transactions; the value of
options or futures contracts held by the Fund; margin deposits as to options and
futures contracts; or non-debt securities held as a result of conversion or
exercise of a warrant.

United Income Fund. The goal of United Income Fund is the maintenance of
current income, subject to market conditions. The Fund seeks to achieve this
goal by investing in common stocks, or securities convertible into common
stocks, of companies that have the potential for capital growth or that may be
expected to resist market decline. At least 65% of United Income Fund's total
assets will be invested during normal market conditions in income-producing
securities. When investment conditions are such that stocks with high yields
are less attractive than other common stocks, the Fund may hold lower yielding
common stocks because of their prospects for appreciation. When investment
conditions are such that the return on debt securities and preferred stocks is
more attractive than the return on common stocks, or when WRIMCO believes a
temporary defensive position is desirable, the Fund may seek to achieve its goal
by investing up to all of its assets in debt securities and preferred stocks.

United Accumulative Fund. The goal of United Accumulative Fund is capital
growth, with current income a secondary goal. The Fund seeks to achieve these
goals by investing in common stocks or securities convertible into common
stocks. As a temporary defensive measure at times when WRIMCO believes that
such securities do not offer a good investment opportunity, the Fund may hold up
to all of its assets in cash or fixed income securities (i.e., debt securities
or preferred stock) or in common stocks that WRIMCO chooses because they are
less volatile rather than for their growth potential.

United Science and Technology Fund. The goal of United Science and Technology
Fund is long-term capital growth. The Fund seeks to achieve this goal by
concentrating its investments in science and technology securities. Science and
technology securities are securities of companies whose products, processes or
services, in WRIMCO's opinion, are being or are expected to be significantly
benefited by the utilization or commercial application of scientific or
technological discoveries or developments in such areas as aerospace,
communications and electronic equipment, computer systems, computer software and
services, electronics, electronic media, business machines, office equipment and
supplies, biotechnology, medical and hospital supplies and services, medical
devices and drugs. Certain risks are associated with science and technology
securities, including the impact of governmental regulation and rapid
obsolescence of issuers' products or processes.

Under normal economic and market conditions, United Science and Technology Fund
will not invest in any securities other than science securities or technology
securities if after such investment more than 20% of its total assets would be
invested in such other securities. The Fund may own common stock, preferred
stock, debt securities and convertible securities. At times, as a temporary
defensive measure, the Fund may invest up to all of its assets in U.S.
Government Securities or other debt securities.

Risk Considerations

There are risks inherent in any investment. The Funds are subject to varying
degrees of market risk, financial risk, and in some cases, prepayment risk.
Market risk is the potential for fluctuations in the price of the security
because of market factors. Because of market risks, you should anticipate that
the share prices of the Funds will fluctuate. Financial risk is based on the
financial situation of the issuer. The financial risk of a Fund depends on the
credit quality of the underlying securities. Prepayment risk is the possibility
that, during periods of falling interest rates, a debt security with a high
stated interest rate will be prepaid prior to its expected maturity date.

United Bond Fund invests primarily in debt securities, including, among others,
U.S. Government Securities and non-investment grade debt securities (commonly
called "junk bonds"). The market risk to which the Fund is subject is the
possibility that the price of its debt securities will fall because of changing
interest rates. The financial risk to which the Fund is subject is the
possibility that a bond issuer will fail to make timely payments of interest or
principal to the Fund. The Fund is also subject to prepayment risk. Although
investments in U.S. Government Securities provide substantial protection against
financial risk, they do not protect investors against price changes due to
market risk. Lower-quality debt securities 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.

United Income Fund and United Accumulative Fund invest primarily in equity
securities. These Funds are subject to greater market risks than funds
investing solely in debt securities. The market risk to which these Funds are
subject is the possibility of a change in the price of securities caused by
stock market price changes. The financial risk to which these Funds are subject
is the possibility that the price of a security will fall because of poor
earnings performance by the issuer.

United Science and Technology Fund may invest in equity securities and debt
securities. This Fund is subject to differing market risks, financial risks and
prepayment risks depending on the types of securities in which it invests. For
equity securities, market risk is the possibility of change in price caused by
stock market price changes; for debt securities, market risk is the possibility
that the price will fall because of changing interest rates. For equity
securities, financial risk is the possibility that the price of the security
will fall because of poor earnings performance by the issuer. For debt
securities, financial risk is the possibility that a bond issuer will fail to
make timely payments of interest or principal to the Fund. The Fund is also
subject to prepayment risk.

The Funds may also invest in certain derivative instruments, including options,
futures contracts, options on futures contracts, indexed securities, stripped
securities and mortgage-backed securities. The use of derivative instruments
involves special risks. See "Risks of Derivative Instruments" for further
information on the risks of investing in these instruments.

Securities and Investment Practices

The following pages contain more detailed information about types of instruments
in which the Funds may invest, and strategies WRIMCO may employ in pursuit of
the Funds' investment goals. A summary of 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 to
the full extent permitted by a Fund's investment policies and restrictions
unless it believes that doing so will help a Fund achieve its goal. As a
shareholder, you will receive annual and semiannual reports detailing your
Fund's holdings.

Certain of the investment policies and restrictions of each Fund are also stated
below. A fundamental policy of a Fund may not be changed without the approval
of the shareholders of that Fund. Operating policies may be changed by the
Board of Directors without the approval of the affected shareholders. The type
of securities in which a Fund may invest is a fundamental policy; unless
otherwise indicated, the types of other assets in which a Fund may invest and
other policies are operating policies.

Policies and limitations are typically considered at the time of purchase; the
sale of instruments is usually not required in the event of a subsequent change
in circumstances.

Please see the SAI for further information concerning the following instruments
and associated risks and the Funds' investment policies and restrictions.

Equity Securities. Equity securities represent an ownership interest in an
issuer. This ownership interest often gives an investor the right to vote on
measures affecting the issuer's organization and operations. Although common
stocks and other equity securities have a history of long-term growth in value,
their prices tend to fluctuate in the short term, particularly those of smaller
companies. The equity securities in which a Fund invests may include preferred
stock that converts to common stock either automatically or after a specified
period of time or at the option of the issuer.

Debt Securities. Bonds and other debt instruments are used by issuers to borrow
money from investors. The issuer pays the investor a fixed or variable rate of
interest, and must repay the amount borrowed at maturity. Some debt securities,
such as zero coupon bonds, do not pay current interest, but are purchased at a
discount from their face values. The debt securities in which a Fund invests
may include debt securities whose performance is linked to a specified equity
security or securities index.

Debt securities have varying levels of sensitivity to changes in interest rates
and varying degrees of quality. As a general matter, however, when interest
rates rise, the values of fixed-rate debt securities fall and, conversely, when
interest rates fall, the values of fixed-rate debt securities rise. The values
of floating and adjustable-rate debt securities are not as sensitive to changes
in interest rates as the values of fixed-rate debt securities. Longer-term
bonds are generally more sensitive to interest rate changes than shorter-term
bonds.

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. While the market for high-yield, high-
risk corporate debt securities has been in existence for many years and has
weathered previous economic downturns, the 1980s brought a dramatic increase in
the use of such securities to fund highly leveraged corporate acquisitions and
restructurings. Past experience may not provide an accurate indication of the
future performance of the high-yield, high-risk bond market, especially during
periods of economic recession. 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 a
Fund. WRIMCO continuously monitors the issuers of lower-rated debt securities
in a 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. A 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.

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. 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 discretionary
authority of the U.S. Government to purchase the agencies' 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.

Zero coupon bonds do not make interest payments; instead, they are sold at a
deep discount from their face value and are redeemed at face value when they
mature. Because zero coupon bonds do not pay current income, their prices can
be very volatile when interest rates change. In calculating its dividends, a
Fund takes into account as income a portion of the difference between a zero
coupon bond's purchase price and its face value.

Subject to its investment restrictions, a Fund may invest in debt securities
rated in any rating category of the established rating services, including
securities rated in the lowest category (D by S&P and C by MIS). In addition, a
Fund will treat unrated securities judged by WRIMCO to be of equivalent quality
to a rated security to be equivalent to securities having that rating. The
rating categories of Standard & Poor's Ratings Group ("S&P") and Moody's
Investors Service, Inc. ("MIS") are described in Appendix A. Credit ratings for
individual securities may change from time to time, and a Fund may retain a
portfolio security whose rating has been downgraded.

Policies and Restrictions: At least 65% of the total assets of United Bond Fund
will be invested during normal market conditions in bonds.

United Income Fund, United Accumulative Fund, and United Science and Technology
Fund do not intend to invest in non-investment grade debt securities if as a
result of such investment more than 5% of that Fund's assets would consist of
such investments.

United Bond Fund does not currently intend to invest more than 20% of its assets
in non-investment grade debt securities.

Debt Holdings, by Ratings. During the fiscal year ended December 31, 1994, the
percentage of the assets of United Bond Fund invested in debt securities in each
of the rating categories of S&P and the corporate debt securities not rated by
an established rating service, determined on a dollar weighted average, were as
follows:

Percentage of
Rated Assets of United
by S&P Bond Fund
- ------ ----------------
AAA 29.4%
AA 6.6
A 11.6
BBB 30.9
BB 11.1
B 2.7
Unrated 3.1

The percentage of assets in each category was calculated on the basis of a
monthly dollar weighted average. The monthly dollar weighted average was
calculated using the market value of the securities in United Bond Fund's
portfolio at the end of each month in the thirteen-month period ended with its
last fiscal year, averaged over its last fiscal year. The rating used for each
security is that security's rating as of the end of each month and, as ratings
may change over time, does not necessarily indicate past or future ratings of
any particular security or the ratings of securities in the Fund's portfolio in
general. Asset composition of a Fund by rating categories at any particular
time does not necessarily indicate future asset composition by rating
categories.

Preferred Stock is also rated by S&P and MIS, as described in Appendix A. The
Funds may invest in preferred stock rated in any rating category by an
established rating service and unrated preferred stock judged by WRIMCO to be of
equivalent quality.

Convertible Securities. A convertible security is a bond, debenture, note,
preferred stock or other security that may be converted into or exchanged for a
prescribed amount of common stock of the same or a different issuer within a
particular period of time at a specified price or formula. A convertible
security entitles the holder to receive interest paid or accrued on debt or the
dividend paid on preferred stock until the convertible security matures or is
redeemed, converted or exchanged. Convertible securities have unique investment
characteristics in that they generally have higher yields than those of common
stocks of the same or similar issuers, but lower yields than comparable
nonconvertible securities, are less subject to fluctuation in value than the
underlying stock because they have fixed income characteristics, and provide the
potential for capital appreciation if the market price of the underlying common
stock increases.

The value of a convertible security is influenced by changes in interest rates,
with investment value declining as interest rates increase and increasing as
interest rates decline. The credit standing of the issuer and other factors
also may have an effect on the convertible security's investment value. Each
Fund may invest in convertible securities as long as WRIMCO determines that it
is consistent with the Fund's investment goal and policies.

Foreign Securities and foreign currencies can involve significant risks in
addition to the risks inherent in U.S. investments. The value of securities
denominated in or indexed to foreign currencies, and of dividends and interest
from such securities, can change significantly when foreign currencies
strengthen or weaken relative to the U.S. dollar. Foreign securities markets
generally have less trading volume and less liquidity than U.S. markets, and
prices on some foreign markets can be highly volatile. Many foreign countries
lack uniform accounting and disclosure standards comparable to those applicable
to U.S. companies, and it may be more difficult to obtain reliable information
regarding an issuer's financial condition and operations. In addition, the
costs of foreign investing, including withholding taxes, brokerage commissions,
and custodial costs, are generally higher than for U.S. investments.

Foreign markets may offer less protection to investors than U.S. markets.
Foreign issuers, brokers, and securities markets may be subject to less
governmental supervision. Foreign security trading practices, including those
involving the release of assets in advance of payment, may involve increased
risks in the event of a failed trade or the insolvency of a broker-dealer, and
may involve substantial delays. It may also be difficult to enforce legal
rights in foreign countries.

Investing abroad also involves different political and economic risks. Foreign
investments may be affected by actions of foreign governments adverse to the
interests of U.S. investors, including the possibility of expropriation or
nationalization of assets, confiscatory taxation, restrictions on U.S.
investment or on the ability to repatriate assets or convert currency into U.S.
dollars, or other government intervention. There may be a greater possibility
of default by foreign governments or foreign government-sponsored enterprises.
Investments in foreign countries also involve a risk of local political,
economic, or social instability, military action or unrest, or adverse
diplomatic developments. There is no assurance that WRIMCO will be able to
anticipate these potential events or counter their effects.

The considerations noted above generally are intensified for investments in
developing countries. A developing country is a nation that, in WRIMCO's
opinion, is likely to experience long-term gross domestic product growth above
that expected to occur in the United States, the United Kingdom, France,
Germany, Italy, Japan and Canada. Developing countries may have relatively
unstable governments, economies based on only a few industries, and securities
markets that trade a small number of securities.

Certain foreign securities impose restrictions on transfer within the U.S. or to
U.S. persons. Although securities subject to transfer restrictions may be
marketable abroad, they may be less liquid than foreign securities of the same
class that are not subject to such restrictions.

Policies and Restrictions: As a fundamental policy, each Fund may purchase an
unlimited amount of foreign securities; however, as an operating policy, a Fund
may not invest more than 20% of its net assets in foreign securities.

As a fundamental policy, no more than 5% of the total assets of the Corporation
may be invested in securities issued by foreign governments.

Options, Futures and Other Strategies. A Fund may use certain options to
attempt to enhance income or yield or may attempt to reduce the overall risk of
its investments by using certain options, futures contracts and certain other
strategies described herein. The strategies described below may be used in an
attempt to manage certain risks of a Fund's investments that can affect
fluctuation in its net asset value.

A Fund's ability to use these strategies may be limited by market conditions,
regulatory limits and tax considerations. A Fund might not use any of these
strategies, and there can be no assurance that any strategy that is used will
succeed. The risks associated with such strategies are described below. Also
see the SAI for more information on these instruments and strategies and their
risk considerations.

Options. The Funds may engage in certain strategies involving options to
attempt to enhance a Fund's income or yield or to attempt to reduce the overall
risk of its investments. A call option gives the purchaser the right to buy,
and obligates the writer to sell, the underlying investment at the agreed upon
exercise 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 exercise 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.

Options offer large amounts of leverage, which will result in a Fund's net asset
value being more sensitive to changes in the value of the related investment.
There is no assurance that a liquid secondary market will exist for exchange-
listed options. The market for options that are not listed on an exchange may
be less active than the market for exchange-listed options. A Fund will be able
to close a position in an option it has written only if there is a market for
the put or call. If a Fund is not able to enter into a closing transaction on
an option it has written, it will be required to maintain the securities, or
cash in the case of an option on an index, subject to the call or the collateral
underlying the put until a closing purchase transaction can be entered into or
the option expires. Because index options are settled in cash, a Fund cannot
provide in advance for its potential settlement obligations on a call it has
written on an index by holding the underlying securities. The Fund bears the
risk that the value of the securities it holds will vary from the value of the
index.

Policies and Restrictions: United Bond Fund may buy and sell put and call
options on debt securities subject to certain limitations set forth in the SAI.
Calls on securities that are written by the Fund must be covered (i.e., the Fund
must own the securities that are subject to the call or have the right to
acquire them without additional payment).

United Income Fund, United Accumulative Fund and United Science and Technology
Fund may write listed covered calls on securities on up to 25% of the respective
assets of each Fund and may purchase calls and write and purchase puts on
securities.

United Income Fund, United Accumulative Fund, and United Science and Technology
Fund may, for non-speculative purposes, write and purchase listed options on
domestic stock indices that are not limited to stocks of any industry or group
of industries ("broadly-based stock indices").

Futures Contracts and Options on Futures Contracts. When a Fund purchases a
futures contract, it incurs an obligation to take delivery of a specified amount
of the obligation underlying the contract at a specified time in the future for
a specified price. When a Fund sells a futures contract, it incurs an
obligation to deliver the specified amount of the underlying obligation at a
specified time in return for an agreed upon price.

When a Fund writes an option on a futures contract, it becomes obligated, in
return for the premium paid, to assume a position in a futures contract at a
specified exercise price at any time during the term of the option. If a Fund
has written a call it assumes a short futures position. If it has written a put
it assumes a long futures position. When the Fund purchases an option on a
futures contract, it acquires a right in return for the premium it pays to
assume a position in a futures contract (a long position if the option is a call
and a short position if the option is a put).

Policies and Restrictions: United Bond Fund may buy and sell interest rate
futures contracts relating to debt securities ("Debt Futures") and options on
Debt Futures for the purpose of hedging the value of its securities portfolio
against future changes in interest rates. It is a fundamental policy that
United Bond Fund's use of options and futures contracts is limited to those
relating to debt securities and Debt Futures.

United Income Fund, United Accumulative Fund and United Science and Technology
Fund may buy and sell futures contracts on debt securities, futures contracts on
broadly-based stock indices ("Stock Index Futures") and options on Debt Futures
and Stock Index Futures.

Except as to covered call writing, United Income Fund, United Accumulative Fund
and United Science and Technology Fund intend to limit purchase and sale of
options and futures contracts to buying and selling broadly-based Stock Index
Futures and options thereon for the purposes of hedging not more than 10% of
their respective total assets.

Indexed Securities. Each Fund may purchase and sell indexed securities, which
are securities whose prices are indexed to the prices of other securities,
securities indices, currencies, precious metals or other commodities, or other
financial indicators, as long as WRIMCO determines that it is consistent with
the Fund's investment goal and policies. 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, currency, or other instrument to which they are indexed, and
may also be influenced by interest rate changes in the U.S. 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 instruments.

Mortgage-Backed Securities may include pools of mortgages, such as
collateralized mortgage obligations and stripped mortgage-backed securities.
The value of these securities may be significantly affected by changes in
interest rates, the market's perception of the issuers, and the creditworthiness
of the parties involved.

The yield characteristics of mortgage-backed securities differ from those of
traditional debt securities. Among the major differences are that interest and
principal payments are made more frequently on mortgage-backed securities and
that principal may be prepaid at any time because the underlying mortgage loans
generally may be prepaid at any time. As a result, if a Fund purchases these
securities at a premium, a prepayment rate that is faster than expected will
reduce yield to maturity while a prepayment rate that is slower than expected
will have the opposite effect of increasing yield to maturity. Conversely, if a
Fund purchases these securities at a discount, faster than expected prepayments
will increase, while slower than expected prepayments will reduce, yield to
maturity. Accelerated prepayments on securities purchased by a Fund at a
premium also impose a risk of loss of principal because the premium may not have
been fully amortized at the time the principal is repaid in full.

Timely payment of principal and interest on pass-through securities of Ginnie
Mae (but not the Federal Home Loan Mortgage Corporation or the Federal National
Mortgage Association) is guaranteed by the full faith and credit of the United
States. This is not a guarantee against market decline of the value of these
securities or shares of a Fund. It is possible that the availability (i.e.,
liquidity) of these securities could be adversely affected by actions of the
U.S. Government to tighten the availability of its credit.

Each Fund may invest in mortgage-backed securities as long as WRIMCO determines
that it is consistent with the Fund's investment goal and policies.

Stripped Securities are the separate income or principal components of a debt
instrument. These involve risks that are similar to those of other debt
securities, although they may be more volatile. The prices of stripped
mortgage-backed securities may be particularly affected by changes in interest
rates.

Each Fund may invest in stripped securities as long as WRIMCO determines that it
is consistent with the Fund's investment goal and policies.

Risks of Derivative Instruments. The use of options, futures contracts and
options on futures contracts and the investment in indexed securities, stripped
securities and mortgage-backed securities involves special risks, including (i)
possible imperfect or no correlation between price movements of the portfolio
investments (held or intended to be purchased) involved in the transaction and
price movements of the instruments involved in the transaction; (ii) possible
lack of a liquid secondary market for any particular instrument at a particular
time; (iii) the need for additional portfolio management skills and techniques;
(iv) losses due to unanticipated market price movements; (v) the fact that,
while such strategies can reduce the risk of loss, they can also reduce the
opportunity for gain, or even result in losses, by offsetting favorable price
movements in investments involved in the transaction; (vi) incorrect forecasts
by WRIMCO concerning interest rates or direction of price fluctuations of the
investment involved in the transaction, which may result in the strategy being
ineffective; (vii) loss of premiums paid by a Fund on options it purchases; and
(viii) the possible inability of a Fund to purchase or sell a portfolio security
at a time when it would otherwise be favorable for it to do so, or the possible
need for a Fund to sell a portfolio security at a disadvantageous time, due to
the need for the Fund to maintain "cover" or to segregate securities in
connection with such transactions and the possible inability of a Fund to close
out or liquidate its position.

For a hedging strategy to be completely effective, the price change of the
hedging instrument must equal the price change of the investment being hedged.
The risk of imperfect correlation of these price changes increases as the
composition of the Funds' respective portfolios diverges from instruments
underlying a hedging instrument. Such equal price changes are not always
possible because the investment underlying the hedging instruments may not be
the same investment that is being hedged. WRIMCO will attempt to create a
closely correlated hedge but hedging activity may not be completely successful
in eliminating market value fluctuation.

WRIMCO may use derivative instruments, including securities with embedded
derivatives, for hedging purposes to adjust the risk characteristics of a Fund's
portfolio of investments and may use some of these instruments to adjust the
return characteristics of a Fund's portfolio of investments. The use of
derivative techniques for speculative purposes can increase investment risk. If
WRIMCO judges market conditions incorrectly or employs a strategy that does not
correlate well with a Fund's investments, these techniques could result in a
loss, regardless of whether the intent was to reduce risk or increase return.
These techniques may increase the volatility of a Fund and may involve a small
investment of cash relative to the magnitude of the risk assumed. In addition,
these techniques could result in a loss if the counterparty to the transaction
does not perform as promised or if there is not a liquid secondary market to
close out a position that a Fund has entered into.

The ordinary spreads between prices in the cash and futures markets, due to the
differences in the natures of those markets, are subject to distortion. Due to
the possibility of distortion, a correct forecast of general interest 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 movements or stock market movements or the time span within which the
movements take place.

Options and futures transactions may increase portfolio turnover rates, which
results in correspondingly greater commission expenses and transactions costs
and may result in certain tax consequences.

New financial products and risk management techniques continue to be developed.
Each Fund may use these instruments and techniques to the extent consistent with
its investment goal, policies and restrictions and regulatory requirements
applicable to investment companies.

When-Issued and Delayed-Delivery Transactions are trading practices in which
payment and delivery for the securities take place at a future date. The market
value of a security could change during this period, which could affect a Fund's
yield.

When purchasing securities on a delayed-delivery basis, a Fund assumes the
rights and risks of ownership, including the risk of price and yield
fluctuations. When a Fund has sold a security on a delayed-delivery basis, a
Fund does not participate in further gains or losses with respect to the
security. If the other party to a delayed-delivery transaction fails to deliver
or pay for the securities, a Fund could miss a favorable price or yield
opportunity, or could suffer a loss. Each Fund may purchase securities in which
it may invest on a when-issued or delayed-delivery basis or sell them on a
delayed-delivery basis.

Repurchase Agreements. In a repurchase agreement, a Fund buys a security at one
price and simultaneously agrees to sell it back at a higher price. Delays or
losses could result if the other party to the agreement defaults or becomes
insolvent.

Policies and Restrictions: Each Fund may purchase securities subject to
repurchase agreements but may not cause more than 10% of the net assets of any
Fund to be subject to repurchase agreements not terminable within seven days.

Restricted and Illiquid Securities. Restricted securities are securities that
are subject to legal or contractual restrictions on resale. Restricted
securities may be illiquid due to restrictions on their resale. Certain types
of restricted securities, such as securities eligible for resale under Rule 144A
of the Securities Act of 1933 and Section 4(2) Paper, may be determined to be
liquid in accordance with guidelines established by or under the direction of
the Board of Directors.

Illiquid investments may be difficult to sell promptly at an acceptable price.
Difficulty in selling securities may result in a loss or may be costly to a
Fund.

Policies and Restrictions: United Accumulative Fund and United Income Fund may
purchase restricted securities. United Income Fund does not intend to invest
more than 10% of its assets in restricted securities.

A Fund may not purchase a security if as a result more than 10% of its net
assets would consist of illiquid investments.

Diversification. Diversifying a Fund's investment portfolio can reduce the
risks of investing. This may include limiting the amount of money invested in
any one issuer or, on a broader scale, in any one industry.

Policies and Restrictions: As a fundamental policy, no Fund may invest in a
security if, as a result, it would own more than 10% of the outstanding voting
securities of an issuer, or if more than 5% of the Fund's total assets would be
invested in securities of that issuer.

As a fundamental policy, no Fund other than United Science and Technology Fund
may buy a security if, as a result, 25% or more of the Fund's total assets would
then be invested in securities of companies in any one industry.

Lending. Securities loans may be made on a short-term or long-term basis for
the purpose of increasing a Fund's income. This practice could result in a loss
or a delay in recovering a Fund's securities. Loans will be made only to
parties deemed by WRIMCO to be creditworthy.

Policies and Restrictions: As a fundamental policy, a Fund will not lend more
than 10% of its assets at any one time.

Other Investments may include shares of other investment companies. As a
shareholder in an investment company, a Fund would bear its pro rata share of
that investment company's expenses, which could result in duplication of certain
fees, including management and administrative fees.

Policies and Restrictions: As a fundamental policy, each Fund may purchase
shares of other investment companies that do not redeem their shares, but not
more than 10% of the total assets of the Corporation may be invested in such
shares. The Funds do not currently intend to invest more than 5% of their
respective assets in the shares of other investment companies.

<PAGE>
About Your Account

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

Ways to Set Up Your Account

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

Individual or Joint Tenants
For your general investment needs

Individual accounts are owned by one person. Joint accounts can have two or
more owners (tenants).

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

Business or Organization
For investment needs of corporations, associations, partnerships, institutions,
or other groups

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

Retirement
To shelter your retirement savings from taxes

Retirement plans allow individuals to shelter investment income and capital
gains from current taxes. In addition, contributions to these accounts may be
tax deductible.

_ Individual Retirement Accounts (IRAs) allow anyone of legal age and under 70
1/2 with earned income to invest up to $2,000 per tax year. The maximum is
$2,250 if the investor's spouse has less than $250 of earned income in the
taxable year.

_ Rollover IRAs retain special tax advantages for certain distributions from
employer-sponsored retirement plans.

_ Simplified Employee Pension Plans (SEP - IRAs) provide small business owners
or those with self-employed income (and their eligible employees) with many
of the same advantages as a Keogh, but with fewer administrative
requirements.

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

_ 401(k) Programs allow employees of corporations of all sizes to contribute a
percentage of their wages 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
or 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 (UGMA, UTMA)
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 without paying
Federal gift tax. Depending on state laws, you can set up a custodial account
under the Uniform Gifts to Minors Act (UGMA) or the Uniform Transfers to Minors
Act (UTMA).

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

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
account representative for the form.

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

Buying Shares

You may buy shares of the Funds through Waddell & Reed, Inc. and its account
representatives. To open your account you must complete and sign an
application. Your Waddell & Reed, Inc. account representative can help you with
any questions you might have.

The price to buy a share of each Fund, called the offering price, is calculated
every business day.

The offering price of a Class A share (price to buy one Class A share) is each
Fund's Class A net asset value ("NAV") plus the sales charge shown in the table
below.

Sales
Sales Charge
Charge as
as Approx.
Percent Percent
of of
Size of Offering Amount
Purchase Price Invested
- -------- -------- --------
Under
$100,000 5.75% 6.10%

$100,000
to less
than
$200,000 4.75 4.99

$200,000
to less
than
$300,000 3.50 3.63

$300,000
to less
than
$500,000 2.50 2.56

$500,000
to less
than
$1,000,000 1.50 1.52

$1,000,000
to less
than
$2,000,000 1.00 1.01

$2,000,000
and over 0.00 0.00

A Fund's Class A NAV is the value of a single Class A share. The Class A NAV is
computed by adding with respect to that class the value of a Fund's investments,
cash, and other assets, subtracting its liabilities, and then dividing the
result by the number of Class A shares outstanding.

The securities in each Fund's portfolio that are listed or traded on an exchange
are valued primarily using market quotations or, if market quotations are not
available, at their fair value in a manner determined in good faith by or at the
direction of the Board of Directors. Bonds are generally valued according to
prices quoted by a dealer in bonds that offers a pricing service. Short-term
debt securities are valued at amortized cost, which approximates market value.
Other assets are valued at their fair value by or at the direction of the Board
of Directors.

A Fund is open for business each day the New York Stock Exchange ("NYSE") is
open. The Funds normally calculate their net asset values as of the later of
the close of business of the NYSE, normally 4 p.m. Eastern time, or the close of
the regular session of any other securities or commodities exchange on which an
option or future held by a Fund is traded.

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:

. Orders are accepted only at the home office of Waddell & Reed, Inc.
. 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 United Group, the payment may be
delayed for up to ten days to ensure that your previous investment has
cleared.

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

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.

Lower sales charges are available by combining additional purchases of shares of
a corresponding class of any of the funds in the United Group, to the extent
otherwise permitted, except United Municipal Bond Fund, Inc., United Cash
Management, Inc., United Government Securities Fund, Inc. and United Municipal
High Income Fund, Inc., with the net asset value of Class A shares already held
("rights of accumulation") and by grouping all purchases of Class A shares made
during a thirteen-month period ("Statement of Intention"). Shares of a
corresponding class of another fund purchased through a contractual plan may not
be included unless the plan has been completed. Purchases by certain related
persons may be grouped. Additional information and applicable forms are
available from Waddell & Reed account representatives.

Fund Class A shares may be purchased at net asset value by the Directors and
officers of the Corporation, employees of Waddell & Reed, Inc., employees of
their affiliates, account representatives of Waddell & Reed, Inc. and the
spouse, children, parents, children's spouses and spouse's parents of each such
Director, officer, employee and account representative. Purchases of Class A
shares in certain retirement plans and certain trusts for these persons may also
be made at net asset value. Purchases of Class A shares in a 401(k) plan having
100 or more eligible employees and purchases of Class A shares in a 457 plan
having 100 or more eligible employees may be made at net asset value. Shares
may also be issued at net asset value in a merger, acquisition or exchange offer
made pursuant to a plan of reorganization to which the Fund is a party.

Minimum Investments

To Open an Account $500

For certain exchanges$100

For certain retirement accounts and accounts opened with Automatic Investment
Service $50

For certain retirement accounts and accounts opened through payroll deductions
for or by employees of WRIMCO, Waddell & Reed, Inc. and their affiliates $25

To Add to an Account

For certain exchanges$100

For Automatic Investment Service $25

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 along with:

. the detachable form that accompanies the confirmation of a prior purchase by
you or your year-to-date statement, or

. a letter showing your account number, the account registration, and stating
the Fund whose shares you wish to purchase.

Mail to Waddell & Reed, Inc. at the address printed on your confirmation or
year-to-date statement.

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 Class A share) is the Fund's Class A
NAV.

To sell shares, your request must be made in writing.

Complete an Account Service Request form, available from your Waddell & Reed
account representative, 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 of shares to be redeemed, and
. any other applicable requirements listed in the table below.

Deliver the form or your letter to your Waddell & Reed account representative,
or mail it to:

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

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

Special Requirements for Selling Shares

Account Type Special Requirements
Individual or The written instructions must
Joint Tenant be signed by all persons
required to sign for
transactions, exactly as their
names appear on the account.
Sole The written instructions must
Proprietorship be signed by the individual
owner of the business.
UGMA, UTMA The custodian must sign the
written instructions
indicating capacity as
custodian.
Retirement The written instructions must
Account 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 At least one person authorized
Organization by corporate resolution to act
on the account must sign the
written instructions.
Conservator, The written instructions must
Guardian or be signed by the person
Other Fiduciary properly authorized by court
order to act in the particular
fiduciary capacity.

When you place an order to sell shares, your shares will be sold at the next NAV
calculated after your request is received and accepted by Waddell & Reed, Inc.
at its home office. Note the following:

. Written requests for redemption must be in good order, which requires that
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.
Corporation.
If you recently purchased the shares by check, a 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, satisfactory to
the Fund, that the check has cleared and been honored. If no such assurance is
given, payment of the redemption proceeds on these shares will be delayed until
the earlier of 10 days or the date the Fund is able to 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.

Each Fund reserves the right to require a signature guarantee on certain
redemption requests. This requirement is designed to protect you and Waddell &
Reed, Inc. from fraud. A Fund may require a signature guarantee in certain
situations such as:

. the request for redemption is made by a corporation, partnership or
fiduciary,
. the request for redemption is made by someone other than the owner of
record, or
. the check is being made payable to someone other than the owner of record.

Each Fund will accept a signature guarantee from a national bank, a federally
chartered savings and loan or a member firm of a national stock exchange or
other eligible guarantor in accordance with procedures of the Fund's transfer
agent. A notary public cannot provide a signature guarantee.

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

Under the terms of the 401(k) prototype plan which Waddell & Reed, Inc. has
available, the plan may have the right to make a loan to a plan participant by
redeeming Fund shares held by the plan. Principal and interest payments on the
loan made in accordance with the terms of the plan may be reinvested by the
plan, without payment of a sales charge, in shares of a corresponding class of
any of the funds in the United Group in which the plan may invest.

Shareholder Services

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

Personal Service

Your local Waddell & Reed account representative is available to provide
personal service. Additionally, the Waddell & Reed Customer Services staff is
available to respond promptly to your inquiries and requests.

Reports

Statements and reports sent to you include the following:

. confirmation statements (after every purchase, exchange, transfer or
redemption)
. year-to-date statements (quarterly)
. annual and semiannual reports (every six months)

To reduce expenses, only one copy of most annual and semiannual reports of each
Fund will be mailed to your household, even if you have more than one account
with a Fund. Call 913-236-2000 if you need copies of annual or semiannual
reports or historical account information.

Exchanges

You may sell your Class A shares and buy corresponding shares of other funds in
the United Group without payment of an additional sales charge. You may
exchange only into funds that are legally registered 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

Flexible withdrawal service lets you set up 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 Waddell & Reed account representative for
more information.

Regular Investment Plans

Automatic Investment Service
To move money from your bank account to an existing Fund account

Minimum Frequency
$25 Monthly

Funds Plus Service
To move money from United Cash Management, Inc. to a Fund whether in the same or
a different account

Minimum Frequency
$100 Monthly

Dividends, Distributions, and Taxes

Distributions

The Funds distribute substantially all of their net income and capital gains to
shareholders each year. Ordinarily, dividends are distributed from a Fund's net
investment income, which includes accrued interest, earned discount, dividends
and other income earned on portfolio assets less expenses, at the following
times: United Accumulative Fund and United Science and Technology Fund,
semiannually in June and December; United Income Fund, quarterly in March, June,
September and December; and United Bond Fund, monthly. Net capital gains (and
any net realized gains from foreign currency transactions) ordinarily are
distributed in December. Each Fund may make additional distributions if
necessary to avoid Federal income or excise taxes on undistributed income and
capital gains.

Distribution Options.
When you open an account, specify on your application how you want to receive
your distributions. Each Fund offers three options:

1. Share Payment Option. Your dividend and capital gains distributions will be
automatically paid in additional Class A shares of the Fund. If you do not
indicate a choice on your application, you will be assigned this option.

2. Income-Earned Option. Your capital gains distributions will be
automatically paid in Class A shares, but you will be sent a check for each
dividend distribution.

3. Cash Option. You will be sent a check for your dividends and capital gains
distributions.

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

Taxes

Each Fund, which is treated as a separate corporation for Federal income tax
purposes, has qualified and intends to continue to qualify for treatment as a
regulated investment company under the Internal Revenue Code of 1986, as
amended, so that it will be relieved of Federal income tax on that part of its
investment company taxable income (consisting generally of net investment
income, net short-term capital gains and net gains from certain foreign currency
transactions) and net capital gains (the excess of net long-term capital gain
over net short-term capital loss) that are distributed to its shareholders.

There are tax requirements that all Funds must follow in order to avoid Federal
taxation. In its effort to adhere to these requirements, each Fund may have to
limit its investment activity in some types of instruments.

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, you should
be aware of the following tax implications:

Taxes on distributions. Dividends from a Fund's investment company taxable
income are taxable to you as ordinary income whether received in cash or paid in
additional Fund shares. Distributions of a Fund's realized net capital gains,
when designated as such, are taxable to you as long-term capital gains, whether
received in cash or reinvested in additional Fund shares and regardless of the
length of time you have owned your shares. Each Fund notifies you after each
calendar year-end as to the amounts of dividends and 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 alternative minimum
tax.

Withholding. Each Fund is required to withhold 31% of all dividends,
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 and
distributions also is required for such shareholders who otherwise are subject
to backup withholding.

Taxes on transactions. Your redemption of Fund shares will result in taxable
gain or loss to you, depending on whether the redemption proceeds are more or
less than your adjusted basis for the redeemed shares (which normally includes
any sales charge paid). An exchange of Fund shares for shares of any other fund
in the United Group generally will have similar tax consequences. However,
special rules apply when you dispose of Fund shares through a redemption or
exchange within ninety days after your purchase thereof and subsequently
reacquire Fund shares or acquire shares of another fund in the United Group
without paying a sales charge due to the thirty-day reinvestment privilege or
exchange privilege. See "About Your Account." In these cases, any gain on the
disposition of the Fund shares would 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 Fund Class A shares within thirty days before or after
redeeming other Fund Class A shares at a loss, part or all of that loss will not
be deductible and will increase the basis of the newly purchased shares.

The foregoing is only a summary of some of the important Federal tax
considerations generally affecting each Fund and its shareholders. There may be
other Federal, state or local tax considerations applicable to a particular
investor. You are urged to consult your own tax adviser.

About the Management and Expenses of the Funds

United Funds, Inc. is a mutual fund: an investment that pools shareholders'
money and invests it toward a specified goal. In technical terms, the
Corporation is an open-end management investment company organized as a
corporation under Maryland law on February 21, 1974, as successor to a Delaware
corporation which commenced operations in 1940.

The Corporation is governed by a Board of Directors, which has overall
responsibility for the management of its affairs. The majority of directors are
not affiliated with Waddell & Reed, Inc.

The Corporation has four series of shares (the "Funds"), each of which operates
as a separate mutual fund with separate assets and liabilities. Each Fund is a
diversified fund. Prior to June 17, 1995, each Fund offered only one class of
its shares to the public. Shares outstanding on that date were designated as
Class A shares, which are offered by this Prospectus. In addition, each Fund
offers Class Y shares through a separate Prospectus. Class Y shares are
designed for institutional investors. Class Y shares are not subject to a sales
charge on purchases and are not subject to redemption fees. Class Y shares are
not subject to a Rule 12b-1 fee. Additional information about Class Y shares
may be obtained by calling 913-236-2000 or by writing to Waddell & Reed, Inc. at
the address on the inside back cover of the Prospectus.

The Corporation 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 Board of Directors for such purpose.

Special meetings of shareholders may be called for any purpose upon receipt by a
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 of the Corporation 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 which time the directors then in office will call a shareholders' meeting for
the election of directors. To the extent that Section 16(c) of the Investment
Company Act of 1940, as amended ("1940 Act"), applies to the Corporation, 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 a Fund (and
Classes thereof) vote together as a single Class, except as to any matter for
which a separate vote of any Fund or Class is required by the 1940 Act, and
except as to any matter which affects the interests of one or more particular
Fund or Classes, in which case only the shareholders of the affected Fund or
Classes are entitled to vote, each as a separate Class. Shares are fully paid
and nonassessable when purchased.

WRIMCO and Its Affiliates

The Funds are managed by WRIMCO, subject to the authority of the Corporation's
Board of Directors. WRIMCO provides investment advice to each of the Funds and
supervises each Fund's investments. Waddell & Reed, Inc. and its predecessors
served as investment manager to each of the registered investment companies in
the United Group of Mutual Funds, except United Asset Strategy Fund, Inc., since
1940 or the inception of the company, whichever was later, and to TMK/United
Funds, Inc. since that Fund's inception, until January 8, 1992, when it assigned
its duties as investment manager and assigned its professional staff for
investment management services to WRIMCO. WRIMCO has also served as investment
manager for Waddell & Reed Funds, Inc. since its inception in September 1992,
Torchmark Government Securities Fund, Inc. and Torchmark Insured Tax-Free Fund,
Inc. since each commenced operations in February 1993 and United Asset Strategy
Fund, Inc. since it commenced operations in March 1995.

James C. Cusser is primarily responsible for the day-to-day management of the
portfolio of United Bond Fund. Mr. Cusser has held his Fund responsibilities
since September 1992. He is Vice President of WRIMCO, Vice President of the
Fund and Vice President of other investment companies for which WRIMCO serves as
investment manager. Mr. Cusser has served as the portfolio manager for the Fund
and other investment companies managed by WRIMCO since August 1992 and has been
an employee of WRIMCO since August 1992. From January 1987 to August 1992, Mr.
Cusser was Vice President of Kidder, Peabody & Co., New York.

Russell E. Thompson is primarily responsible for the day-to-day management of
the portfolio of United Income Fund. Mr. Thompson has held his Fund
responsibilities since February 1979. He is Senior Vice President of WRIMCO and
Senior Vice President of Waddell & Reed Asset Management Company, an affiliate
of WRIMCO. He is Vice President of the Fund and Vice President of other
investment companies for which WRIMCO serves as investment manager. Mr.
Thompson has served as the portfolio manager for investment companies managed by
Waddell & Reed, Inc. and its successor, WRIMCO, since January 1976 and has been
an employee of Waddell & Reed, Inc. and its successor, WRIMCO, since March 1971.

Antonio Intagliata is primarily responsible for the day-to-day management of the
portfolio of United Accumulative Fund. Mr. Intagliata has held his Fund
responsibilities since November 1979. 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. Intagliata has served as the
portfolio manager for investment companies managed by Waddell & Reed, Inc. and
its successor, WRIMCO, since February 1979 and has been an employee of Waddell &
Reed, Inc. and its successor, WRIMCO, since June 1973.

Abel Garcia is primarily responsible for the day-to-day management of the
portfolio of United Science and Technology Fund. Mr. Garcia has held his Fund
responsibilities since January 1984. He is Vice President of WRIMCO, Vice
President of Waddell & Reed Asset Management Company, an affiliate of WRIMCO,
and Vice President of the Fund. Mr. Garcia has been an employee of Waddell &
Reed, Inc. and its successor, WRIMCO, since August 1983.

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.

Waddell & Reed, Inc. serves as the Corporation's underwriter and as underwriter
for each of the other funds in the United Group of Mutual Funds and Waddell &
Reed Funds, Inc., and serves as the distributor for TMK/United Funds, Inc.

Waddell & Reed Services Company acts as transfer agent ("Shareholder Servicing
Agent") for the Corporation and processes the payments of dividends. Waddell &
Reed Services Company also acts as agent ("Accounting Services Agent") in
providing bookkeeping and accounting services and assistance to the Corporation
and pricing daily the value of shares of the Funds.

WRIMCO and Waddell & Reed Services Company are subsidiaries of Waddell & Reed,
Inc. Waddell & Reed, Inc. is a direct subsidiary of Waddell & Reed Financial
Services, Inc., a holding company and an indirect subsidiary of United Investors
Management Company, a holding company, and Torchmark Corporation, a holding
company.

WRIMCO places transactions for the portfolio of each Fund and in doing so may
consider sales of shares of the Funds and other Funds it manages as a factor in
the selection of brokers to execute portfolio transactions.

Breakdown of Expenses

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 below.

Management Fee

The management fee of each Fund is calculated by adding a group fee to a
specific fee. It is accrued and paid to WRIMCO daily.

The specific fee is computed on each Fund's net asset value as of the close of
business each day at the annual rate of .03 of 1% of the net assets of United
Bond Fund, .15 of 1% of the net assets of United Income Fund and United
Accumulative Fund and .20 of 1% of the net assets of United Science and
Technology Fund. The group fee is a pro rata participation based on the
relative net asset size of each Fund in the group fee computed each day on the
combined net asset values of all the funds in the United Group at the annual
rates shown in the following table:

Group Fee Rate

Annual
Group Net Group
Asset Level Fee Rate
(all dollars For Each
in millions) Level
- ----------- ---------

From $0
to $750 .51 of 1%

From $750
to $1,500 .49 of 1%

From $1,500
to $2,250 .47 of 1%

From $2,250
to $3,000 .45 of 1%

From $3,000
to $3,750 .43 of 1%

From $3,750
to $7,500 .40 of 1%

From $7,500
to $12,000 .38 of 1%

Over $12,000 .36 of 1%

Growth in assets of the United Group assures a lower group fee rate.

The combined net asset values of all of the funds in the United Group were
approximately $11.0 billion as of December 31, 1994.

Management fees for each Fund as a percent of each Fund's net assets for the
fiscal year ended December 31, 1994 were as follows: United Bond Fund 0.45%,
United Income Fund 0.47%, United Accumulative Fund 0.48%, United Science and
Technology Fund 0.62%.

Other Expenses

While the management fee is a significant component of each Fund's annual
operating costs, the Funds have other expenses as well.

Each Fund pays the Accounting Services Agent a monthly fee based on the average
net assets of the Fund for accounting services. With respect to its Class A
shares, each Fund pays the Shareholder Servicing Agent a monthly fee for each
Class A shareholder account that was in existence at any time during the month,
and a fee for each account on which a dividend or distribution had a record date
during the month.

Each Fund has adopted a Service Plan pursuant to Rule 12b-1 of the 1940 Act with
respect to its Class A shares. Under the Plan, each Fund may pay monthly a fee
to Waddell & Reed, Inc. in an amount not to exceed .25% of the Fund's average
annual net assets of its Class A shares. The fee is to be paid to reimburse
Waddell & Reed, Inc. for amounts it expends in connection with the provision of
personal services to Fund Class A shareholders and/or maintenance of Class A
shareholder accounts. In particular, the Service Plan and a related Service
Agreement between each Fund and Waddell & Reed, Inc. contemplate that these
expenditures may include costs and expenses incurred by Waddell & Reed, Inc. and
its affiliates in compensating, training and supporting registered account
representatives, sales managers and/or other appropriate personnel in providing
personal services to Fund Class A shareholders and/or maintaining Class A
shareholder accounts; increasing services provided to Fund Class A shareholders
by office personnel located at field sales offices; engaging in other activities
useful in providing personal services to Fund Class A shareholders and/or the
maintenance of Class A shareholder accounts; and in compensating broker-dealers
who may regularly sell Fund Class A shares, and other third parties, for
providing Class A shareholder services and/or maintaining Class A shareholder
accounts.

Total expenses for the Class A shares of each Fund as a percent of the average
net assets of the Class A shares of each Fund for the fiscal year ended December
31, 1994 were as follows: United Bond Fund 0.72%, United Income Fund 0.74%,
United Accumulative Fund 0.71%, United Science and Technology Fund 0.96%.

A Fund cannot precisely predict what its portfolio turnover rate will be, but
each Fund may have a high portfolio turnover. United Accumulative Fund may
engage in short-term trading and have a corresponding high turnover rate. A
higher turnover will increase transaction and commission costs and could
generate taxable income or loss.

<PAGE>
APPENDIX A

The following are descriptions of some of the ratings of securities which a Fund
may use. A 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 Ratings Group. A 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.

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.

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 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 Investors Service, Inc. A brief description of the applicable MIS
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 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 PREFERRED STOCK RATINGS

Standard & Poor's Ratings Group. A S&P preferred stock rating is an assessment
of the capacity and willingness of an issuer to pay preferred stock dividends
and any applicable sinking fund obligations. A preferred stock rating differs
from a bond rating inasmuch as it is assigned to an equity issue, which issue is
intrinsically different from, and subordinated to, a debt issue. Therefore, to
reflect this difference, the preferred stock rating symbol will normally not be
higher than the debt rating symbol assigned to, or that would be assigned to,
the senior debt of the same issuer.

The preferred stock ratings are based on the following considerations:

1. Likelihood of payment -- capacity and willingness of the issuer to meet the
timely payment of preferred stock dividends and any applicable sinking fund
requirements in accordance with the terms of the obligation;

2. Nature of, and provisions of, the issue;

3. Relative position of the issue in the event of bankruptcy, reorganization,
or other arrangement under the laws of bankruptcy and other laws affecting
creditors' rights.

AAA -- This is the highest rating that may be assigned by S&P to a preferred
stock issue and indicates an extremely strong capacity to pay the preferred
stock obligations.

AA -- A preferred stock issue rated AA also qualifies as a high-quality fixed
income security. The capacity to pay preferred stock obligations is very
strong, although not as overwhelming as for issues rated AAA.

A -- An issue rated A is backed by a sound capacity to pay the preferred stock
obligations, although it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions.

BBB -- An issue rated BBB is regarded as backed by an adequate capacity to pay
the preferred stock obligations. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity to make payments for a preferred
stock in this category than for issues in the 'A' category.

BB, B, CCC -- Preferred stock rated BB, B, and CCC are regarded, on balance, as
predominantly speculative with respect to the issuer's capacity to pay preferred
stock obligations. BB indicates the lowest degree of speculation and CCC the
highest degree of speculation. While such issues will likely have some quality
and protective characteristics, these are outweighed by large uncertainties or
major risk exposures to adverse conditions.

CC -- The rating CC is reserved for a preferred stock issue in arrears on
dividends or sinking fund payments but that is currently paying.

C -- A preferred stock rated C is a non-paying issue.

D -- A preferred stock rated D is a non-paying issue with the issuer in default
on debt instruments.

NR -- This indicates that no 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.

Plus (+) or minus (-) -- To provide more detailed indications of preferred stock
quality, the rating 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.

A preferred stock 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.

Moody's Investors Service, Inc. Because of the fundamental differences between
preferred stocks and bonds, a variation of MIS' familiar bond rating symbols is
used in the quality ranking of preferred stock. The symbols are designed to
avoid comparison with bond quality in absolute terms. It should always be borne
in mind that preferred stock occupies a junior position to bonds within a
particular capital structure and that these securities are rated within the
universe of preferred stocks.

Note: MIS applies numerical modifiers 1, 2 and 3 in each rating classification;
the modifier 1 indicates that the security ranks in the higher end of its
generic rating category; the modifier 2 indicates a mid-range ranking and the
modifier 3 indicates that the issue ranks in the lower end of its generic rating
category.

Preferred stock rating symbols and their definitions are as follows:

aaa -- An issue which is rated aaa is considered to be a top-quality preferred
stock. This rating indicates good asset protection and the least risk of
dividend impairment within the universe of preferred stocks.

aa -- An issue which is rated aa is considered a high-grade preferred stock.
This rating indicates that there is a reasonable assurance the earnings and
asset protection will remain relatively well-maintained in the foreseeable
future.

a -- An issue which is rated a is considered to be an upper-medium grade
preferred stock. While risks are judged to be somewhat greater than in the aaa
and aa classification, earnings and asset protection are, nevertheless, expected
to be maintained at adequate levels.

baa -- An issue which is rated baa is considered to be a medium-grade preferred
stock, neither highly protected nor poorly secured. Earnings and asset
protection appear adequate at present but may be questionable over any great
length of time.

ba -- An issue which is rated ba is considered to have speculative elements and
its future cannot be considered well assured. Earnings and asset protection may
be very moderate and not well safeguarded during adverse periods. Uncertainty
of position characterizes preferred stocks in this class.

b -- An issue which is rated b generally lacks the characteristics of a
desirable investment. Assurance of dividend payments and maintenance of other
terms of the issue over any long period of time may be small.

caa -- An issue which is rated caa is likely to be in arrears on dividend
payments. This rating designation does not purport to indicate the future
status of payments.

ca -- An issue which is rated ca is speculative in a high degree and is likely
to be in arrears on dividends with little likelihood of eventual payments.

c -- This is the lowest rated class of preferred or preference stock. Issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

<PAGE>
United Funds, Inc.

Custodian Underwriter
UMB Bank, n.a. Waddell & Reed, Inc.
Kansas City, Missouri 6300 Lamar Avenue
P. O. Box 29217
Legal Counsel Shawnee Mission, Kansas
Kirkpatrick & Lockhart 66201-9217
1800 M Street, N. W. (913) 236-2000
Washington, D. C. 20036
Shareholder Servicing
Independent Accountants Agent
Price Waterhouse LLP Waddell & Reed
Kansas City, Missouri Services Company
6300 Lamar Avenue
Investment Manager P. O. Box 29217
Waddell & Reed Investment Shawnee Mission, Kansas
Management Company 66201-9217
6300 Lamar Avenue (913)236-2000
P. O. Box 29217
Shawnee Mission, Kansas Accounting Services
66201-9217 Agent
(913) 236-2000 Waddell & Reed Services
Company
6300 Lamar Avenue
P. O. Box 29217
Shawnee Mission, Kansas
66201-9217
(913) 236-2000

<PAGE>
United Funds, Inc.
PROSPECTUS
June 17, 1995

The United Group of Mutual Funds
United Asset Strategy Fund, Inc.
United Cash Management, Inc.
United Continental Income Fund, Inc.
United Funds, Inc.
United Bond Fund
United Income Fund
United Accumulative Fund
United Science and Technology Fund
United Gold & Government Fund, Inc.
United Government Securities Fund, Inc.
United High Income Fund, Inc.
United High Income Fund II, Inc.
United International Growth Fund, Inc.
United Municipal Bond Fund, Inc.
United Municipal High Income Fund, Inc.
United New Concepts Fund, Inc.
United Retirement Shares, Inc.
United Vanguard Fund, Inc.

NUP2000(6-95)

printed on recycled paper

<PAGE>
Please read this Prospectus before investing, and keep it on file for future
reference. It sets forth concisely the information about the Funds that you
ought to know before investing.

United Funds, Inc.
Class Y Shares
United Funds, Inc. (the "Corporation") is a management investment company that
has four separate funds (the "Funds"), each of which is designed for investors
with different goals.

United Bond Fund seeks a reasonable return with more emphasis on preservation of
capital.

United Income Fund seeks the maintenance of current income subject to market
conditions.

United Accumulative Fund seeks capital growth of your investment with current
income a secondary consideration.

United Science and Technology Fund seeks long-term capital growth through
investment in a portfolio emphasizing science and technology securities.

This Prospectus describes one class of shares -- Class Y Shares -- of each of
the Funds.

Prospectus
June 17, 1995

UNITED FUNDS, INC.
6300 Lamar Avenue
P. O. Box 29217
Shawnee Mission, Kansas
66201-9217
913-236-2000

This supplement is required by the Division of Securities of the State of Ohio

United Accumulative Fund does not meet all the requirements of Ohio
Administrative Code 1301:6-3-09(E). United Accumulative Fund may invest more
than 15% of its assets in restricted securities, including those determined to
be liquid pursuant to guidelines established by or under the direction of the
Corporation's Board of Directors.

To be attached to the front cover of United Funds, Inc. Class Y prospectus.

NUS1138-Y
<PAGE>
Table of Contents

An Overview of the Funds .................. 3
Expenses .................................. 5
Financial Highlights....................... 6
Performance ............................... 7
Explanation of Terms.................. 7
About Waddell & Reed ...................... 8
About the Investment Principles of the Funds9
Investment Goals and Principles....... 9
Risk Considerations .............10
Securities and Investment Practices 11
About Your Account.........................24
Buying Shares ........................24
Minimum Investments ..................26
Adding to Your Account ...............26
Selling Shares .......................26
Telephone Transactions ...............28
Shareholder Services .................28
Personal Service ................28
Reports .........................28
Exchanges .......................28
Dividends, Distributions, and Taxes 29
Distributions ...................29
Taxes ...........................29
About the Management and Expenses of
the Funds.............................31
WRIMCO and Its Affiliates ............32
Breakdown of Expenses ................34
Management Fee ..................34
Other Expenses ..................35

<PAGE>
An Overview of the Funds

The Funds: This Prospectus describes the Class Y shares of four separate series
(each a "Fund") of an open-end, management investment company. Each Fund has
different goals and policies. Each of the Funds is a diversified Fund.

Goals and Strategies:

United Accumulative Fund seeks capital growth, with current income a secondary
goal. This Fund invests primarily in common stocks or securities convertible
into common stocks.

United Science and Technology Fund seeks long-term capital growth. This Fund
invests primarily in science and technology securities.

See "About the Investment Principles of the Funds" for further information.

Distributor: Waddell & Reed, Inc. acts as principal underwriter and distributor
of the shares of the Funds.

Purchases: You may buy Class Y shares of the Funds through Waddell & Reed, Inc.
and its account representatives. The price to buy a Class Y share of a Fund is
the net asset value of a Class Y share. There is no sales charge incurred upon
purchase of Class Y shares of a Fund. See "About Your Account" for information
on how to purchase Class Y shares.

<PAGE>
Expenses
United
United United United Science and
Bond Income AccumulativeTechnology
Fund Fund Fund Fund
---- ---- ---- ----

Shareholder Transaction Expenses
are charges you pay when you buy or sell shares of a fund.

Maximum sales
load on
purchases None None None None
Deferred sales
load None None None None
Redemption fees None None None None
Exchange fee None None None None

Annual Fund Operating Expenses
(as a percentage of average net assets)3

Management
fees 0.45% 0.57% 0.57% 0.62%
12b-1 fees None None None None
Other expenses 0.19% 0.22% 0.19% 0.20%
Total Fund
operating
expenses 0.64% 0.79% 0.76% 0.82%

Example: You would pay the following expenses on a $1,000 investment, assuming
(1) 5% annual return4 and (2) redemption at the end of each time period:

United
United United United Science and
Bond Income AccumulativeTechnology
Fund Fund Fund Fund
---- ---- ---- ----
1 Year $ 7 $ 8 $ 8 $ 8
3 Years $20 $25 $24 $26

The purpose of this table is to assist you in understanding the various costs
and expenses that a shareholder of the Class Y shares of each Fund will bear
directly or indirectly. The example should not be considered a representation
of past or future expenses; actual expenses may be greater or lesser than those
shown. For a more complete discussion of certain expenses and fees, see
"Breakdown of Expenses."

3Expense ratios are based on the management fees and other Fund-level expenses
of the applicable Fund for the fiscal year ended December 31, 1994, and the
expenses attributable to a Fund's Class Y shares that are anticipated for the
current year. Actual expenses may be greater or lesser than those shown.

4Use of an assumed annual return of 5% is for illustration purposes only and not
a representation of a Fund's future performance, which may be greater or
lesser.

<PAGE>
Financial Highlights

Financial Highlights for Class Y shares are not included because the Funds did
not offer Class Y shares during the fiscal year ended December 31, 1994.

<PAGE>
Performance

Explanation of Terms

Total Return is the overall change in value of an investment in a Fund over a
given period, assuming reinvestment of any dividends and distributions. A
cumulative total return reflects actual performance over a stated period of
time. An average annual total return is a hypothetical rate of return that, if
achieved annually, would have produced the same cumulative total return if
performance had been constant over the entire period. Average annual total
returns smooth out variations in performance; they are not the same as actual
year-by-year results. Non-standardized total return may be for periods other
than those required to be presented or may otherwise differ from standardized
total return.

Each Fund's recent performance and holdings will be detailed twice a year in
that Fund's annual and semiannual reports, which are sent to all Fund
shareholders.

<PAGE>
About Waddell & Reed

<PAGE>
About the Investment Principles of the Funds

Investment Goals and Principles

Risk Considerations

United Income Fund and United Accumulative Fund invest primarily in equity
securities. These Fund are subject to greater market risks than funds investing
solely in debt securities. The market risk to which these Funds are subject is
the possibility of a change in the price of securities caused by stock market
price changes. The financial risk to which these Funds are subject is the
possibility that the price of a security will fall because of poor earnings
performance by the issuer.

Securities and Investment Practices

Policies and limitations are typically considered at the time of purchase; the
sale of instruments is usually not required in the event of a subsequent change
in circumstances.

Please see the SAI for further information concerning the following instruments
and associated risks and the Funds' investment policies and restrictions.

Policies and Restrictions: At least 65% of the total assets of United Bond Fund
will be invested during normal market conditions in bonds.

United Bond Fund does not currently intend to invest more than 20% of its assets
in non-investment grade debt securities.

Percentage of
Rated Assets of United
by S&P Bond Fund
- ------ ----------------
AAA 29.4%
AA 6.6
A 11.6
BBB 30.9
BB 11.1
B 2.7
Unrated 3.1

As a fundamental policy, no more than 5% of the total assets of the Corporation
may be invested in securities issued by foreign governments.

Futures Contracts and Options on Futures Contracts. When a Fund purchases a
futures contract, it incurs an obligation to take delivery of a specified amount
of the obligation underlying the contract at a specified time in the future for
a specified price. When a Fund sells a futures contract it incurs an obligation
to deliver the specified amount of the underlying obligation at a specified time
in return for an agreed upon price.

When a Fund writes an option on a futures contract it becomes obligated, in
return for the premium paid, to assume a position in a futures contract at a
specified exercise price at any time during the term of the option. If a Fund
has written a call it assumes a short futures position. If it has written a put
it assumes a long futures position. When the Fund purchases an option on a
futures contract it acquires a right in return for the premium it pays to assume
a position in a futures contract (a long position if the option is a call and a
short position if the option is a put).

Each Fund may invest in mortgage-backed securities as long as WRIMCO determines
that it is consistent with the Fund's investment goal and policies.

Each Fund may invest in stripped securities as long as WRIMCO determines that it
is consistent with the Fund's investment goal and policies.

Options and futures transactions may increase portfolio turnover rates, which
results in correspondingly greater commission expenses and transactions costs
and may result in certain tax consequences.

Illiquid investments may be difficult to sell promptly at an acceptable price.
Difficulty in selling securities may result in a loss or may be costly to a
Fund.

A Fund may not purchase a security if as a result more than 10% of its net
assets would consist of illiquid investments.

Policies and Restrictions: As a fundamental policy, a Fund will not lend more
than 10% of its assets at any one time.

<PAGE>
About Your Account

Class Y shares are designed for institutional investors. Class Y shares are
available for purchase by:

. participants of employee benefit plans established under section 403(b) or
section 457, or qualified under section 401, including 401(k) plans, of the
Internal Revenue Code of 1986, as amended, (the "Code"), 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 and investment fund administrators 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 account
representatives of Waddell & Reed, Inc. and its affiliates.

Buying Shares

The price to buy a share of each Fund, called the offering price, is calculated
every business day.

The offering price of a Class Y share (price to buy one Class Y share) is each
Fund's Class Y net asset value ("NAV").

To purchase by wire, you must first obtain an account number by calling 1-800-
366-2520, then fax or mail a completed application to Waddell & Reed, Inc., P.O.
Box 29217, Shawnee Mission, Kansas 66201-9217, 913-236-5044. Instruct your bank
to wire the amount you wish to invest to UMB Bank, n.a., ABA Number 101000695,
W&R Underwriter Account Number 0007978, FBO Customer Name and Account Number.

To purchase by check, make your check payable to Waddell & Reed, Inc. Mail the
check, along with your completed account application, to Waddell & Reed, Inc.,
P.O. Box 29217, Shawnee Mission, Kansas 66201-9217.

A Fund's Class Y NAV is the value of a single Class Y share. The Class Y NAV is
computed by adding with respect to that Class the value of a Fund's investments,
cash, and other assets, subtracting its liabilities, and then dividing the
result by the number of Class Y shares outstanding.

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:

. Orders are accepted only at the home office of Waddell & Reed, Inc.
. 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 United Group, 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 Y shares of the
Funds.

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

To Open an Account

For a government entity or authority or for a corporation: $10 million
(within first twelve
months)

For other
investors: Any
amount

Adding to Your Account

You can make additional investments of any amount at any time.

To add to your 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, W&R Underwriter Account Number 0007978, FBO Customer Name
and Account Number.

To add to your account by mail: Make your check payable to Waddell & Reed, Inc.
Mail the check along with a letter showing your account number, the account
registration, and stating the Fund whose shares you wish to purchase to:

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

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 Class Y share) is the Fund's Class Y
NAV.

To sell shares by telephone or fax: If you have elected this method in your
application or by subsequent authorization, call 1-800-366-5465 or fax your
request to 913-236-5044 and give your instructions to redeem shares and make
payment by wire to your pre-designated bank account or by check to you at the
address on the account.

To sell shares by written request: Complete an Account Service Request form,
available from your Waddell & Reed account representative, or write a letter of
instruction with:

Deliver the form or your letter to your Waddell & Reed account representative,
or mail it to:

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

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

Special Requirements for Selling Shares

Account Type Special Requirements
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.

When you place an order to sell shares, your shares will be sold at the next NAV
calculated after your request is received and accepted by Waddell & Reed, Inc.
at its home office. Note the following:

. Written requests for redemption must be in good order, which requires that
if more than one person owns the shares, each owner must sign the written
request.
. If you recently purchased the shares by check, a 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, satisfactory to
the Fund, that the check has cleared and been honored. If no such assurance is
given, payment of the redemption proceeds on these shares will be delayed until
the earlier of 10 days or the date the Fund is able to 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.

Telephone Transactions

The Corporation and its agents will not be liable for following instructions
communicated by telephone that they reasonably believe to be genuine. The
Corporation will employ reasonable procedures to confirm that instructions
communicated by telephone are genuine. If the Corporation fails to do so, the
Corporation 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.

Shareholder Services

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

Personal Service

Reports

Statements and reports sent to you include the following:

. confirmation statements (after every purchase, exchange, transfer or
redemption)
. year-to-date statements (quarterly)
. annual and semiannual reports (every six months)

Exchanges

You may sell your Class Y shares and buy Class Y shares of other funds in the
United Group. You may exchange only into funds that are legally registered 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.

Dividends, Distributions, and Taxes

Distributions

Distribution Options. When you open an account, specify on your application how
you want to receive your distributions. Each Fund offers three options:

1. Share Payment Option. Your dividend and capital gains distributions will be
automatically paid in additional Class Y shares of the Fund. If you do not
indicate a choice on your application, you will be assigned this option.

2. Income-Earned Option. Your capital gains distributions will be
automatically paid in Class Y shares, but you will be sent a check for each
dividend distribution.

3. Cash Option. You will be sent a check for your dividends and capital gains
distributions.

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

Taxes

Each Fund, which is treated as a separate corporation for Federal income tax
purposes, has qualified and intends to continue to qualify for treatment as a
regulated investment company under the Code so that it will be relieved of
Federal income tax on that part of its investment company taxable income
(consisting generally of net investment income, net short-term capital gains and
net gains from certain foreign currency transactions) and net capital gains (the
excess of net long-term capital gain over net short term capital loss) that are
distributed to its shareholders.

Taxes on transactions. Your redemption of Fund shares will result in taxable
gain or loss to you, depending on whether the redemption proceeds are more or
less than your adjusted basis for the redeemed shares. An exchange of Fund
shares for shares of any other fund in the United Group generally will have
similar tax consequences. In addition, if you purchase Fund Class Y shares
within thirty days before or after redeeming other Fund Class Y shares at a
loss, part or all of that loss will not be deductible and will increase the
basis of the newly purchased shares.

<PAGE>
About the Management and Expenses of the Funds

The Corporation is governed by a Board of Directors, which has overall
responsibility for the management of its affairs. The majority of directors are
not affiliated with Waddell & Reed, Inc.

The Corporation has four series of shares (the "Funds"), each of which operates
as a separate mutual fund with separate assets and liabilities. Each Fund is a
diversified fund. In addition to the Class Y shares offered by this Prospectus,
each Fund has issued and outstanding Class A shares which are offered by Waddell
& Reed, Inc. through a separate Prospectus. Prior to June 17, 1995, each Fund
offered only one class of its shares to the public. Shares outstanding on that
date were designated as Class A shares. Class A shares are subject to a sales
charge on purchases but are not subject to redemption fees. Class A shares are
subject to a Rule 12b-1 fee at an annual rate of up to 0.25% of each Fund's
average net assets attributable to Class A shares. Additional information about
Class A shares may be obtained by calling 913-236-2000 or by writing to Waddell
& Reed, Inc. at the address on the inside back cover of the Prospectus.

WRIMCO and Its Affiliates

The Funds are managed by WRIMCO, subject to the authority of the Corporation's
Board of Directors. WRIMCO provides investment advice to each of the Funds and
supervises each Fund's investments. Waddell & Reed, Inc. and its predecessors
served as investment manager to each of the registered investment companies in
the United Group of Mutual Funds, except United Asset Strategy Fund, Inc., since
1940 or the inception of the company, whichever was later, and to TMK/United
Funds, Inc. since that Fund's inception, until January 8, 1992, when it assigned
its duties as investment manager and assigned its professional staff for
investment management services to WRIMCO. WRIMCO has also served as investment
manager for Waddell & Reed Funds, Inc. since its inception in September 1992 and
Torchmark Government Securities Fund, Inc. and Torchmark Insured Tax-Free Fund,
Inc. since each commenced operations in February 1993 and United Asset Strategy
Fund, Inc. since it commenced operations in March 1995.

Antonio Intagliata is primarily responsible for the day-to-day management of the
portfolio of United Accumulative Fund. Mr. Intagliata has held his Fund
responsibilities since November 1979. 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. Intagliata has served as the
portfolio manager for investment companies managed by Waddell & Reed, Inc., and
its successor, WRIMCO, since February 1979 and has been an employee of Waddell &
Reed, Inc. and its successor, WRIMCO, since June 1973.

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.

WRIMCO and Waddell & Reed Services Company are subsidiaries of Waddell & Reed,
Inc. Waddell & Reed, Inc. is a direct subsidiary of Waddell & Reed Financial
Services, Inc., a holding company, and an indirect subsidiary of United
Investors Management Company, a holding company, and Torchmark Corporation, a
holding company.

Breakdown of Expenses

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 below.

Management Fee

The management fee of each Fund is calculated by adding a group fee to a
specific fee. It is accrued and paid to WRIMCO daily.

Group Fee Rate

Annual
Group Net Group
Asset Level Fee Rate
(all dollars For Each
in millions) Level
- ------------ ---------

From $0
to $750 .51 of 1%
From $750
to $1,500 .49 of 1%
From $1,500
to $2,250 .47 of 1%
From $2,250
to $3,000 .45 of 1%
From $3,000
to $3,750 .43 of 1%
From $3,750
to $7,500 .40 of 1%
From $7,500
to $12,000 .38 of 1%
Over $12,000 .36 of 1%

Growth in assets of the United Group assures a lower group fee rate.

The combined net asset values of all of the funds in the United Group were
approximately $11.0 billion as of December 31, 1994.

For the fiscal year ended December 31, 1994, management fees for each Fund as a
percent of each Fund's net assets (which during that period consisted only of
the Fund's Class A shares) were as follows: United Bond Fund 0.45%, United
Income Fund 0.47%, United Accumulative Fund 0.48%, United Science and Technology
Fund 0.62%.

Other Expenses

While the management fee is a significant component of each Fund's annual
operating costs, the Funds have other expenses as well.

Each Fund pays the Accounting Services Agent a monthly fee based on the average
net assets of the Fund for accounting services. With respect to its Class Y
shares, each Fund pays the Shareholder Servicing Agent a monthly fee based on
the average daily net assets of the Class for the preceding month.

Each Fund also pays other expenses, such as fees and expenses of certain
directors, audit and outside legal fees, costs of materials sent to
shareholders, 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 extraordinary expenses including
litigation and indemnification relative to litigation.