UNITED CASH MANAGEMENT INC, 497, 1995-09-06

UNITED CASH MANAGEMENT INC
497, 1995-09-06

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UNITED CASH MANAGEMENT, INC.

6300 Lamar Avenue

P. O. Box 29217

Shawnee Mission, Kansas 66201-9217

(913) 236-2000

September 30, 1994

PROSPECTUS

United Cash Management, Inc. (the "Fund") is a management investment
company which seeks maximum current income to the extent consistent with
stability of principal by investing in a portfolio of "money market"
instruments meeting specified quality standards.

This Prospectus contains concise information about the Fund of which you
should be aware before investing. Additional information has been filed with
the Securities and Exchange Commission and is contained in a Statement of
Additional Information (the "SAI"), dated September 30, 1994. You may obtain a
copy of the SAI free of charge by request to the Fund or its Underwriter,
Waddell & Reed, Inc., at the address or telephone number shown 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.

An investment in the Fund is neither insured nor guaranteed by the U.S.
Government. There can be no assurance that the Fund will be able to maintain a
stable net asset value of $1.00 per share.

Retain This Prospectus For Future Reference

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.

<PAGE>
UNITED CASH MANAGEMENT, INC.
Summary of Expenses

Shareholder Transaction Expenses
- --------------------------------

Maximum Sales Load Imposed on Purchases None
(as a percentage of offering price)

Maximum Sales Load Imposed on Reinvested
Dividends (as a percentage of offering price) None

Deferred Sales Load (as a percentage
of original purchase price or redemption
proceeds, as applicable) None

Redemption Fees (as a percentage
of amount redeemed, if applicable) None

Exchange Fee None

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

Management Fees 0.42%

12b-1 Fees None

Other Expenses 0.62%
(Includes, among other expenses, transfer
agency, accounting, custodian, audit and legal fees)

Total Fund Operating Expenses 1.04%

Example 1 year 3 years 5 years 10 years
- ------- ------ ------- ------- --------
You would pay the
following expenses on
a $1,000 investment,
assuming (1) 5% annual
return and (2) redemption
at the end of each
time period: $11 $33 $57 $127

The purpose of this table is to assist investors in understanding the various
costs and expenses that an investor in the 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.

<PAGE>
United Cash Management, Inc.
FINANCIAL HIGHLIGHTS
(Audited)

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

(For a Share Outstanding Throughout Each Period)

<TABLE>
<CAPTION>
For the fiscal year ended June 30,
-----------------------------------------------------------------------------------------------
1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of
period .......... $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Net investment
income .......... 0.0465 0.0252 0.0251 0.0434 0.0665 0.0786 0.0805 0.0626 0.0555 0.0707
Less dividends
declared ........ (0.0465) (0.0252) (0.0251) (0.0434) (0.0665) (0.0786) (0.0805) (0.0626) (0.0555) (0.0707)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Net asset value,
end of period ... $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
======= ======= ======= ======= ======= ======= ======= ======= ======= =======
Total return ..... 4.74% 2.55% 2.57% 4.41% 6.89% 8.18% 8.33% 6.46% 5.68% 7.27%
Net assets, end of
period (000
omitted) ........$368,800 $316,920 $350,624 $448,127 $579,944 $563,893 $445,156 $298,162 $242,084 $283,937
Ratio of expenses
to average net
assets .......... 0.97% 1.04% 1.06% 0.99% 0.95% 0.95% 1.00% 1.07% 1.08% 1.07%
Ratio of net investment
income to average net
assets .......... 4.68% 2.51% 2.56% 4.36% 6.65% 7.86% 8.14% 6.27% 5.54% 7.04%

</TABLE>

What is United Cash Management, Inc.?

United Cash Management, Inc. is a corporation organized under Maryland law
on February 13, 1979. It is an open-end diversified management investment
company commonly called a "mutual fund." The Fund has a Board of Directors
which has overall responsibility for the management of its affairs. For the
names of the directors and other information about them, see the SAI. The Fund
has only one class of shares. Each share has the same rights to dividends and
to vote. Shares are fully paid and nonassessable when bought. The Fund does
not hold annual meetings of shareholders; however, certain significant
corporate matters, such as the approval of a new investment advisory agreement
or a change in a fundamental investment policy, which require shareholder
approval, will be presented to shareholders at an annual or special meeting
called by the Board of Directors for such purpose.

Special meetings of shareholders may be called for any purpose upon
receipt by the Fund of a request in writing signed by shareholders holding not
less than 25% of all shares entitled to vote at such meeting, provided certain
conditions stated in the Bylaws of the Fund are met. There will normally be no
meeting of 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, applies to the
Fund, the directors are required to call a meeting of shareholders for the
purpose of voting upon the question of removal of any director when requested
in writing to do so by the shareholders of record of not less than 10% of the
Fund's outstanding shares.

Performance Information

From time to time the Fund or Waddell & Reed, Inc. may include performance
data in advertisements or in information furnished to present or prospective
shareholders. Fund performance may be shown by presenting one or more
performance measurements, including "current yield," "effective yield" and
performance rankings.

The "current yield" of the Fund refers to the income generated by an
investment in the Fund over a stated seven-day period. This income is then
"annualized." That is, the amount of income generated by the investment during
that period is assumed to be generated each week over a 52-week period and is
shown as a percentage of the investment. The "effective yield" is calculated
similarly but, when annualized, the income earned by an investment in the Fund
is assumed to be reinvested. See the SAI for current yield and effective yield
quotations and methods of computation.

The "effective yield" will be slightly higher than the "current yield"
because of the compounding effect of the assumed reinvestment. Both yield
figures are based on historical earnings and are not intended to indicate
future performance. An investment in Fund shares is not insured and these
yields are not fixed or guaranteed. Yield information cannot necessarily be
used to compare Fund shares with investment alternatives which provide fixed
yields, such as money market instruments or bank accounts which may also be
insured.

From time to time in advertisements and information furnished to present
or prospective shareholders the Fund may discuss its performance rankings as
published by recognized independent mutual fund statistical services such as
Lipper Analytical Services, Inc., or by publications of general interest such
as Forbes, Money, The Wall Street Journal, Business Week, Barron's, Fortune or
Morningstar Mutual Fund Values. The Fund may also compare its performance to
that of other selected mutual funds or selected recognized market indicators
such as Standard & Poor's 500 Stock Index and the Dow Jones Industrial
Average.Performance information may be quoted numerically or presented in a
table,
graph or other illustration.

All performance information which the 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. Yield
figures are based on historical earnings and are not intended to indicate
future performance. An investment in Fund shares is not insured and yield rate
is not fixed or guaranteed. Yield information cannot necessarily be used to
compare Fund shares with investment alternatives which provide fixed yields,
such as bank accounts (which accounts may be insured), or with yields of
similar investment companies which may be computed in a different manner. The
value of the Fund's shares when redeemed may be more or less than their
original cost.

Goal of the Fund

The goal of the Fund is to seek maximum current income to the extent
consistent with stability of principal. It tries to achieve this goal by
investing in a portfolio of money market instruments. This goal, the type of
securities the Fund may invest in, as described in the following paragraph, and
the required maturities of these securities are matters of fundamental policy
which may not be changed without the approval of shareholders. There is no
assurance that the Fund will achieve its goal; some market risks are inherent
in all securities to varying degrees.

Subject to the further limitations imposed by Rule 2a-7 under the
Investment Company Act of 1940 ("Rule 2a-7"), as described below, the Fund may
invest only in the following money market obligations and instruments which
must be denominated in U.S. dollars: U.S. Government obligations (including
obligations of U.S. Government agencies and instrumentalities); bank
obligations and instruments secured by bank obligations, such as letters of
credit; commercial paper obligations, including variable amount master demand
notes, rated A-1 or A-2 by Standard & Poor's Ratings Group ("S&P") or Prime-1
or Prime-2 by Moody's Investors Service, Inc. ("MIS") or, if not rated, issued
by a corporation in whose debt obligations the Fund may invest -- corporate
debt obligations rated at least A by S&P or MIS; Canadian Government
obligations up to 10% of the value of the Fund's total assets and certain other
obligations guaranteed as to principal and interest by a bank or a corporation
in whose commercial paper the Fund may invest. The Fund intends to invest in
U.S. Government obligations when there is limited availability of other
obligations and instruments. See the SAI for a description of each type of
investment.

The Fund is also subject to the requirements of Rule 2a-7 applicable to
money market funds. Under the Rule, the Fund may invest only in instruments
that are rated in one of the two highest rating categories by the requisite
nationally recognized statistical rating organization(s) or are comparable
unrated securities. S&P and MIS are among the nationally recognized
statistical rating organizations. See Appendix A to the SAI for a description
of some of these ratings. Investments in the securities of any one issuer
(except U.S. Government Securities) are limited to no more than 5% of the
Fund's assets. Investments in securities rated in the second highest rating
category by the requisite rating organization(s) or comparable unrated
securities are limited to no more than 5% of the Fund's assets, with
investments in such securities of any one issuer (except U.S. Government
Securities) being limited to the greater of 1% of the Fund's assets or
$1,000,000. While Rule 2a-7 allows the Fund to invest in securities with a
remaining maturity of not more than thirteen months, as a matter of fundamental
policy, the Fund may only invest in securities with a remaining maturity of not
more than one year.

The Fund may purchase certain securities subject to repurchase agreements
(which can be considered to be collateralized loans by the Fund). The majority
of the repurchase transactions in which the Fund would engage run from day
today and the delivery pursuant to the resale typically will occur within one
to
five days of the purchase. The Fund's risk is limited to the ability of the
vendor to pay the agreed-upon sum on the delivery date. Due to their possible
limited liquidity, the Fund will not invest in repurchase agreements not
terminable within seven days and certain other investments described in the SAI
if thereafter more than 10% of its net assets would consist of such
investments. The Fund may invest in commercial paper which is exempt from
registration under Section 4(2) of the Securities Act of 1933 ("Section 4(2)
paper"). See the SAI for further discussion of other restrictions.

Subject to the diversification requirements stated in Rule 2a-7 applicable
to the Fund, the Fund may invest up to 10% of its total assets in Canadian
Government obligations and may also invest in foreign bank obligations and in
the obligations of foreign branches of domestic banks, all of which must be
payable in U.S. dollars. As an operating (i.e., non-fundamental) policy, the
Fund does not intend to invest more than 25% of its assets in a combination of
these obligations. There may be certain risks associated with these securities
not usually associated with U.S. securities including absence of uniform
accounting, auditing and financial standards, changes in currency rates and in
exchange regulations, political instability and less government regulation.
See the SAI for further information.

The Fund will not purchase the securities of any company which has a
record of less than three years continuous operation including the operation of
any predecessor.

The Fund may lend its securities for the purpose of realizing income. The
requirement that such loans be on a collateralized basis in accordance with
certain regulatory requirements and that the Fund not lend securities
representing more than 1/3 of its total asset value are fundamental policies
which can only be changed by shareholder vote. There are risks associated with
lending securities in that the Fund may experience delay in recovering the
collateral or even loss of the collateral. See the SAI for further
information.

The Fund can borrow from banks for temporary or emergency purposes but
only up to 10% of its total assets. Interest paid would reduce the Fund's
income. This, too, is a fundamental policy.

The value of the obligations and instruments in which the Fund invests
will fluctuate depending, in large part, on changes in prevailing interest
rates.

Management and Services

Waddell & Reed, Inc. and its predecessors served as investment manager to
each of the registered investment companies in the United Group of Mutual Funds
since 1940 or the inception of the investment company, whichever was later, and
to TMK/United Funds, Inc. since its inception. On January 8, 1992, subject to
the authority of the Fund's Board of Directors, Waddell & Reed, Inc. assigned
its investment management duties (and assigned its professional staff for
investment management services) to Waddell & Reed Investment Management Company
(Manager), a wholly-owned subsidiary of Waddell & Reed, Inc. The Manager 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. Waddell & Reed, Inc. serves as the Fund's underwriter and as
underwriter for each of the investment companies in the United Group of Mutual
Funds, TMK/United Funds, Inc. and Waddell & Reed Funds, Inc. Waddell & Reed,
Inc. is an indirect subsidiary of Torchmark Corporation, a holding company, and
United Investors Management Company, a holding company, and a direct subsidiary
of Waddell & Reed Financial Services, Inc., a holding company.

Subject to authority of the Fund's Board of Directors, the Manager
provides investment advice and supervises investments for which it is paid afee
which consists of a pro rata participation based on the relative net asset
size of the Fund in a "Group" fee computed each day on the combined net asset
values of all of the funds in the United Group at the annual rates shown in the
following table. The fee is accrued and paid daily. Prior to the above-
described assignment to the Manager on January 8, 1992, the fees were paid to
Waddell & Reed, Inc.

Group Fee Rate

Group Net Asset Level Annual Group Fee
(all dollars in millions) Rate for Each 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%

Waddell & Reed Services Company, a subsidiary of Waddell & Reed, Inc.,
acts as transfer agent ("Shareholder Servicing Agent") for the Fund and
processes the payments of dividends. See the SAI for the fees paid for these
services. Inquiries concerning shareholder accounts should be sent to that
company at the address shown on the inside back cover of this Prospectus or to
the Fund at the address shown on the front cover of this Prospectus.

Waddell & Reed Services Company also acts as agent ("Accounting Services
Agent") in providing bookkeeping and accounting services and assistance to
the Fund and pricing daily the value of shares of the Fund. For these
services, the Fund pays the Accounting Services Agent a monthly fee of one-
twelfth of the annual fee shown in the following table.

Accounting Services Fee

Average
Net Asset Level Annual Fee
(all dollars in millions) Rate for Each Level
------------------------- -------------------

From $ 0 to $ 10 $ 0
From $ 10 to $ 25 $ 10,000
From $ 25 to $ 50 $ 20,000
From $ 50 to $ 100 $ 30,000
From $ 100 to $ 200 $ 40,000
From $ 200 to $ 350 $ 50,000
From $ 350 to $ 550 $ 60,000
From $ 550 to $ 750 $ 70,000
From $ 750 to $1,000 $ 85,000
$1,000 and Over $100,000

The combined net asset values of all of the funds in the United Group were
approximately $10.5 billion as of June 30, 1994. Management fees for the
fiscal year ended June 30, 1994 were 0.42% of the Fund's average net assets.
The Fund's total expenses for that year were 1.04% of its average net assets.

The Manager places transactions for the Fund's portfolio and in doing so
may consider sales of shares of the Fund and other funds it manages as a factor
in the selection of brokers to execute portfolio transactions. See the SAI for
further information.

Dividends, Distributions and Taxes

Ordinarily, dividends are declared daily and paid on the 27th day of each
month or on the last business day prior to the 27th, if the 27th falls on a
weekend or holiday, from net investment income, which includes accrued
interest, earned discount and other income earned on portfolio securities less
expenses. The Fund distributes its net short-term capital gains annually but
may make more frequent distributions of such gains if necessary to maintain its
net asset value per share at $1.00. The Fund may make additional distributions
if necessary to avoid Federal income or excise taxes on certain undistributed
income and capital gains. The Fund does not expect to realize net long-term
capital gains and, thus, does not anticipate payment of any long-term capital
gains distributions. When shares are redeemed, any declared but unpaid
dividends on those shares will be paid with the next regular dividend payment
and not at the time of redemption.

You have the option to receive dividends and distributions in cash, to
reinvest them without charge or to receive dividends in cash and reinvest
distributions, as you may instruct. In the absence of instructions, dividends
and distributions will be reinvested.

The Fund intends to continue to qualify for treatment as a regulated
investment company under the Internal Revenue Code of 1986 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 and net short-term
capital gains) that is distributed to its shareholders.

Dividends from the Fund's investment company taxable income are taxable to
you as ordinary income, to the extent of the Fund's earnings and profits,
whether received in cash or reinvested in additional Fund shares. The Fund
notifies you after each calendar year-end as to the amounts of dividends paid
(or deemed paid) to you for that year.

The Fund is required to withhold 31% of all dividends payable to
individuals and certain other noncorporate shareholders who do not furnish the
Fund with a correct taxpayer identification number or otherwise are subject to
backup withholding.

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

Purchase of Shares

You may purchase shares through Waddell & Reed, Inc. and its sales
representatives, or through registered broker-dealers. Broker-dealers may
charge a fee for this service. To open an account by mail you must complete an
application form and mail it to Waddell & Reed, Inc. accompanied by a check,
money order, Federal Reserve draft or other negotiable bank draft payable to
Waddell & Reed, Inc. (see inside back cover of this Prospectus for address),
and it need not accept any orders. To open an account by wire you may
telephone the toll-free number on the inside back cover of this Prospectus.
See the SAI for additional instructions regarding wiring of funds.

Ordinarily, an initial investment must be at least $1,000. A $50 minimum
initial investment pertains to certain retirement plan accounts and to accounts
for which an investor has arranged, at the time of initial investment, to make
subsequent purchases for the account by having regular monthly withdrawals of
$25 or more made from a bank account. See the SAI for additional information.
Except with respect to automatic bank withdrawals, additional investments may
be made in any amount. To make additional investments by wire, instruct your
bank to wire the specified amount along with the account number and
registration to: United Missouri Bank, n.a. 101000695, United K.C. for United
Cash Management, Inc.

Shares of any other fund in the United Group (listed on back cover of this
Prospectus) on which a regular sales charge has been paid may be exchanged for
shares of another fund in the United Group without payment of an additional
sales charge. Shares of the Fund which were acquired by exchange for shares of
one or more other funds in the United Group whose shares are sold with a sales
charge may be exchanged for shares of any other fund in the United Group
without payment of an additional sales charge. In addition, subject to certain
conditions, automatic monthly exchanges of shares of the Fund may be made into
any other fund in the United Group. These exchange privileges may be
eliminated or modified at any time, upon notice in certain instances.

The offering price of a share is its net asset value next determined after
the effectiveness of the purchase. Shares are not issued until the Fund has
Federal funds available to it; Federal funds are monies of a member bank of the
Federal Reserve System held in deposit at a Federal Reserve Bank. There is no
sales charge. The net asset value will normally remain fixed at $1.00 per
share. See the SAI for a discussion of extraordinary circumstances which could
result in a change in this fixed share value. The net asset value per share is
based on a valuation of the Fund's investments at amortized cost. Other assets
are valued at their fair value. See the SAI for discussion of this valuation
method. The value of the Fund's investments is determined once each day as of
the close of the regular session of the New York Stock Exchange on each day the
Exchange is open.

Information concerning Flexible Withdrawal Service, Individual Retirement
Accounts, exchange privileges, Section 403(b) plans, Keogh, 401(k), 457 plans
and other qualified employee benefit plans is contained in the SAI. Applicable
forms are available from Waddell & Reed, Inc.'s sales representatives.

Redemption

You have the right to sell your shares back to the Fund (redeem) at any
time. Redemptions are at the net asset value next determined after receipt of
your request for redemption in good order at the Fund's address shown on the
front cover of this Prospectus. A complete purchase application form must have
been received by Waddell & Reed, Inc. before redemption requests can be
honored. Payment is made within seven days unless delayed because of emergency
conditions determined by the Securities and Exchange Commission, when the
regular session of the New York Stock Exchange is closed (other than on
weekends and holidays), or when trading on the Exchange is restricted. Payment
is made in cash, although under extraordinary conditions redemptions may be
made in portfolio securities.

If you recently purchased the shares by check, the payment of redemption
proceeds on these shares may be delayed. 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 when the Fund has
been able to verify that the check has cleared and been honored. Checks under
the check writing redemption procedure are subject to the same delay and may,
therefore, be dishonored if at the time the check is presented for payment the
Fund is unable to verify that the purchase check has cleared and been honored.
In order to avoid this delay investors may use wire payments, Federal Reserve
drafts or bank cashier's checks to pay for purchases.

Information concerning the establishment of automatic payments from an
account is available from sales representatives of Waddell & Reed,
Inc.Mandatory Redemption of Small Accounts

Except in the case of retirement plan accounts, if the total net asset
value of shares held in an account falls below $250, the Fund may redeem all
shares held in the account and pay the proceeds to the shareholder unless the
shareholder brings the net asset value of the account above $250 within 60 days
or within this 60-day period there is a transaction in the account (other than
a dividend payment) which affects the net asset value. See the SAI for more
information. The Fund has the right to charge a fee of $1.75 per month on all
accounts with a net asset value of less than $250, except for retirement plan
accounts and accounts with an increase or decrease in net asset value within 60
days of such determination.

Expedited Redemption Methods (Non-certificate Shares)

1) By Telephone, Telegram or Telex. The Shareholder Servicing Agent (the
"Agent") will accept instructions to redeem shares and make payment to a
predesignated domestic bank account by telephone, telegram or telex request.
Cash proceeds from the redemption of shares will be mailed (or wired, wherever
possible, upon request, if in an amount of $1,000 or more) to the bank account
specified in your application form. To redeem investments by this method, you
may telephone toll-free (see inside back cover for number). If instructions
are received by 3:00 P.M. Overland Park, Kansas time, proceeds will normally be
mailed or wired the next business day.

If you wish to use this procedure, you should so elect in your application
form and provide the required information concerning the domestic commercial
bank or broker account number.

2) By Check. The Fund's Custodian Bank (the Bank--see inside back cover
of this Prospectus) will, upon request, provide you with forms of checks drawn
on it if you own shares not represented by certificates. These checks may be
made payable by you to the order of anyone in any amount of not less than $250.
If you wish to avail yourself of this check writing redemption procedure, you
should notify the Agent or so indicate on your application form. There is no
additional charge for the maintenance of this special check writing privilege
or for the clearance of any checks. This privilege is not available for
retirement plan accounts. Contact the Shareholder Servicing Agent for further
information.

When a check is presented to the Bank for payment, the Bank will request
that the Fund redeem a sufficient number of full and fractional shares in your
account to cover the amount of the check. You will continue to receive
dividends on those shares equaling the amount being redeemed until such time as
the check is presented to the Bank for payment. No "stop-payment" order can be
placed against these checks.

Regular Redemption Method (Certificate and Non-certificate Shares)

A written request must be sent to the address on the inside back cover of
this Prospectus, stating how many shares or the amount in dollars you wish to
redeem. The written request 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 Fund. The
Fund reserves the right to require a signature guarantee by a national bank, a
federally chartered savings and loan or a member firm of a national stock
exchange or other eligible guarantor if the request for redemption is made by a
corporation, partnership or fiduciary, or if the redemption request is made by,
or if redemption proceeds are payable to, someone other than the owner of
record.

Telephone Transactions

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

<PAGE>
THE INVESTMENTS OF
UNITED CASH MANAGEMENT, INC.
JUNE 30, 1994

Principal
Amount in
Thousands Value

BANK OBLIGATIONS
Certificates of Deposit
Domestic - 6.31%
NationsBank of N. C., Charlotte,
5.4%, 5-19-95 ......................... $10,000 $ 9,999,931
PNC Bank, N.A.:
3.75%, 8-2-94 ......................... 5,000 5,000,000
3.55%, 1-20-95 ........................ 5,000 4,996,468
Total ................................. 19,996,399

Yankee - 1.58%
Credit Suisse, New York,
4.03%, 2-17-95 ........................ 5,000 5,000,925

TOTAL BANK OBLIGATIONS - 7.89% $ 24,997,324
(Cost: $24,997,324)

CORPORATE OBLIGATIONS
Commercial Paper
Aerospace - 2.45%
United Technologies Corp.,
4.26%, 7-28-94 ........................ 7,800 7,775,079

Chemicals Major - 3.15%
Air Products and Chemicals, Inc.,
4.27%, 7-12-94 ........................ 10,000 9,986,953

Drugs and Hospital Supply - 0.47%
Ciba-Geigy Ltd.,
4.37%, 7-19-94 ........................ 1,500 1,496,722

Electronics - 1.58%
Intel Corporation,
4.3%, 7-1-94 .......................... 5,000 5,000,000

Financial - 7.88%
B.A.T. Capital Corp.,
4.25%, 7-5-94 ......................... 5,000 4,997,639
Deere (John) Credit Co.,
4.37%, 7-18-94 ........................ 10,000 9,979,364
PHH Corp.,
4.26%, 7-18-94 ........................ 10,000 9,979,883
Total ................................. 24,956,886

See Notes to Schedule of Investments on page .

<PAGE>
THE INVESTMENTS OF
UNITED CASH MANAGEMENT, INC.
JUNE 30, 1994
Principal
Amount in
Thousands Value

CORPORATE OBLIGATIONS (Continued)
Commercial Paper (Continued)
Food and Related - 0.14%
Sara Lee Corporation,
Master Note ........................... $ 440 $ 440,000

Leisure Time - 3.10%
Grand Metropolitan Investment Corp.,
4.8%, 11-15-94 ........................ 10,000 9,817,334

Machinery - 1.99%
Cooper Industries, Inc.,
4.25%, 7-11-94......................... 6,300 6,292,563

Public Utilities - Electric - 8.03%
Duke Power Co.,
4.25%, 7-5-94 ......................... 5,000 4,997,639
Pacific Gas and Electric Co.,
4.3%, 7-26-94 ......................... 10,000 9,970,139
Potomac Electric Power Co.,
4.35%, 7-11-94 ........................ 5,500 5,493,354
Southern California Edison Company,
4.33%, 7-6-94 ......................... 5,000 4,996,993
Total ................................. 25,458,125

Public Utilities - Gas - 3.15%
Questar Corp.:
4.28%, 7-22-94 ........................ 4,500 4,488,765
4.32%, 7-29-94 ........................ 5,500 5,481,520
Total ................................. 9,970,285

Tobacco - 3.15%
Philip Morris, Incorporated,
4.25%, 7-6-94 ......................... 10,000 9,994,098

Total Commercial Paper - 35.09% 111,188,045

Commercial Paper (backed by irrevocable
bank letter of credit)
Automotive - 3.16%
Hyundai Motor Finance Co. (Bank of
America NT & SA),
4.25%, 7-5-94 ......................... 10,000 9,995,278

See Notes to Schedule of Investments on page .

<PAGE>
THE INVESTMENTS OF
UNITED CASH MANAGEMENT, INC.
JUNE 30, 1994
Principal
Amount in
Thousands Value

CORPORATE OBLIGATIONS (Continued)
Commercial Paper (backed by irrevocable
bank letter of credit) (Continued)
Computers and Office Equipment - 2.11%
Comdisco Inc. (Series BAB)
(Barclays Bank PLC),
4.27%, 7-5-94 ......................... $ 6,700 $ 6,696,821

Financial - 1.13%
Mission Funding Co. (Barclays
Bank PLC),
4.3%, 7-27-94 ......................... 3,100 3,090,373
Spiegel Funding Corp. (Dresdner
Bank A.G.),
4.27%, 7-6-94 ......................... 500 499,703
Total ................................. 3,590,076

Leisure Time - 3.16%
Paragon Communications (Credit
Lyonnais):
4.325%, 7-14-94 ....................... 6,008 5,998,617
4.325%, 7-19-94 ....................... 4,036 4,027,272
Total ................................. 10,025,889

Total Commercial Paper (backed by irrevocable
bank letter of credit) - 9.56% 30,308,064

Notes
Beverages - 3.15%
PepsiCo, Inc.,
4.37%, 7-6-94 ......................... 10,000 10,000,000

Financial - 14.67%
AT&T Capital Corp.,
3.48%, 9-23-94 ........................ 9,200 9,200,000
American Express Credit Corp.,
5.95%, 1-27-95 ........................ 8,000 8,063,569
Avco Financial Services Inc.,
4.46%, 7-6-94 ......................... 10,000 10,000,000
Merrill Lynch & Co., Inc.,
4.8%, 8-15-94 ......................... 10,000 10,000,000
Mobil Australia Finance Co.,
8.0%, 7-25-94 ......................... 9,200 9,226,215
Total ................................. 46,489,784

See Notes to Schedule of Investments on page .

<PAGE>
THE INVESTMENTS OF
UNITED CASH MANAGEMENT, INC.
JUNE 30, 1994
Principal
Amount in
Thousands Value

CORPORATE OBLIGATIONS (Continued)
Notes (Continued)
Public Utilities - Electric - 1.61%
Florida Power Corp.,
8.4%, 12-1-94 ......................... $ 5,000 $ 5,097,766

Total Notes - 19.43% 61,587,550

TOTAL CORPORATE OBLIGATIONS - 64.08% $203,083,659
(Cost: $203,083,659)

MUNICIPAL OBLIGATIONS
California - 2.90%
City of Anaheim, California, Certificates of
Participation (1993 Arena Financing Project),
Adjustable Rate Taxable Securities
(Credit Suisse),
4.375%, 7-5-94 ........................ 9,200 9,200,000

Georgia - 3.15%
Development Authority of Richmond
County (Georgia), Taxable
Industrial Revenue Bonds
(NutraSweet Project), Series
1990 (Union Bank of Switzerland),
5.71%, 6-2-95 ......................... 10,000 10,000,000

Missouri - 0.95%
Missouri Economic Development, Export
and Infrastructure Board, Taxable
Industrial Development Revenue Bonds
(Heilig-Meyers Company Project),
Series 1992 (AmSouth Bank N.A.),
4.55%, 7-6-94 ......................... 3,000 3,000,000

New York - 5.84%
Health Insurance Plan of Greater New York
(Morgan Guaranty Trust Company of New York),
4.5%, 7-6-94 (A) ...................... 18,500 18,500,000

TOTAL MUNICIPAL OBLIGATIONS - 12.84% $ 40,700,000
(Cost: $40,700,000)

See Notes to Schedule of Investments on page .

<PAGE>
THE INVESTMENTS OF
UNITED CASH MANAGEMENT, INC.
JUNE 30, 1994
Principal
Amount in
Thousands Value

UNITED STATES GOVERNMENT OBLIGATIONS
Federal Home Loan Banks,
4.65%, 7-8-94 ......................... $14,000 $ 14,000,000
Federal Home Loan Mortgage Corporation,
4.70%, 9-7-94 ......................... 10,000 10,000,000
Federal National Mortgage Association,
4.65%, 9-20-94 ........................ 9,500 9,500,000
Student Loan Management Association,
4.83%, 7-6-94 ......................... 13,900 13,900,000

TOTAL UNITED STATES GOVERNMENT
OBLIGATIONS - 14.96% $ 47,400,000
(Cost: $47,400,000)

TOTAL INVESTMENT SECURITIES - 99.77% $316,180,983
(Cost: $316,180,983)

CASH AND OTHER ASSETS, NET OF LIABILITIES - 0.23% 738,657

NET ASSETS - 100.00% $316,919,640

Notes to Schedule of Investments

(A) Security is subject to an irrevocable put option.

Cost of investments owned is the same as that used for Federal income tax
purposes.

See Note 1 to financial statements for security valuation and other significant
accounting policies concerning investments.

<PAGE>
UNITED CASH MANAGEMENT, INC.
STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 1994

Assets
Investment securities - at value (Note 1) ........ $316,180,983
Cash ............................................ 579,156
Receivables:
Interest ........................................ 2,037,706
Fund shares sold ................................ 1,282,629
Prepaid insurance premium ........................ 26,567
------------
Total assets .................................. 320,107,041
------------
Liabilities
Payable for Fund shares redeemed ................. 2,911,901
Accrued transfer agency and dividend disbursing .. 146,117
Dividends payable ................................ 113,385
Accrued accounting services fee .................. 4,167
Other ............................................ 11,831
------------
Total liabilities ............................. 3,187,401
------------
Total net assets ............................. $316,919,640
============
Net Assets
$0.01 par value capital stock, authorized --
5,000,000,000; shares outstanding -- 316,919,640
Capital stock ................................... $ 3,169,196
Additional paid-in capital ...................... 313,750,444
------------
Net assets applicable to outstanding
units of capital ............................. $316,919,640
============
Net asset value, redemption and offering price
per share ........................................ $1.00
=====

See notes to financial statements.
<PAGE>
UNITED CASH MANAGEMENT, INC.
STATEMENT OF OPERATIONS
For the Fiscal Year Ended JUNE 30, 1994

Investment Income
Interest ......................................... $11,658,916
-----------
Expenses (Note 2):
Transfer agency and dividend disbursing ......... 1,757,449
Investment management fee ....................... 1,372,977
Custodian fees .................................. 57,975
Accounting services fee ......................... 50,000
Audit fees ...................................... 20,500
Legal fees ...................................... 5,133
Other ........................................... 141,128
-----------
Total expenses ................................ 3,405,162
-----------
Net investment income ........................ 8,253,754
-----------
Net increase in net assets resulting
from operations ........................... $ 8,253,754
===========

See notes to financial statements.

<PAGE>
UNITED CASH MANAGEMENT, INC.
STATEMENT OF CHANGES IN NET ASSETS

For the fiscal year ended
June 30,
-------------------------
1994 1993
------------- ------------
Decrease in Net Assets
Operations:
Net investment income ..............$ 8,253,754 $ 10,085,867
------------ ------------
Net increase in net assets
resulting from operations ....... 8,253,754 10,085,867
------------ ------------
Dividends to shareholders
from net investment income* ........ (8,253,754) (10,085,867)
------------ ------------
Capital share transactions:
Proceeds from sale of shares
(421,971,836 and 420,866,621
shares, respectively) ............ 421,971,836 420,866,621
Proceeds from reinvestment of
dividends (8,072,255 and
9,862,502 shares, respectively) ... 8,072,255 9,862,502
Payments for shares redeemed
(463,748,538 and 528,231,957
shares, respectively) ............(463,748,538) (528,231,957)
------------ ------------
Net decrease in net assets
resulting from capital
share transactions .............. (33,704,447) (97,502,834)
------------ ------------
Total decrease .................. (33,704,447) (97,502,834)

Net Assets
Beginning of period ................. 350,624,087 448,126,921
------------ ------------
End of period .......................$316,919,640 $350,624,087
============ ============
Undistributed net investment
income ........................... $--- $---
==== ====

*See "Financial Highlights" on page .

See notes to financial statements.

<PAGE>
UNITED CASH MANAGEMENT, INC.
FINANCIAL HIGHLIGHTS
For a Share of Capital Stock Outstanding
Throughout Each Period:

See notes to financial statements.

<PAGE>
UNITED CASH MANAGEMENT, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1994

NOTE 1 -- Significant Accounting Policies

United Cash Management, Inc. (the "Fund") is registered under the
Investment Company Act of 1940 as a diversified, open-end management investment
company. The following is a summary of significant accounting policies
consistently followed by the Fund in the preparation of its financial
statements. The policies are in conformity with generally accepted accounting
principles.

A. Security valuation -- The Fund invests only in money market securities
with maturities or irrevocable put options within one year. The Fund uses
the amortized cost method of security valuation which is accomplished by
valuing a security at its cost and thereafter assuming a constant
amortization rate to maturity of any discount or premium.

B. Security transactions and related investment income -- Security
transactions are accounted for on the trade date (date the order to buy or
sell is executed). Securities gains and losses, if any, are calculated on
the identified cost basis. Interest income is recorded on the accrual
basis.

C. Federal income taxes -- It is the Fund's policy to distribute all of its
taxable income and capital gains to its shareholders and otherwise qualify
as a regulated investment company under the Internal Revenue Code.
Accordingly, no provision has been made for Federal income taxes.

D. Dividends to shareholders -- All of the Fund's net income is declared and
recorded by the Fund as dividends on each day to shareholders of record at
the time of the previous determination of net asset value. Dividends are
declared from the total of net investment income, plus or minus realized
gains or losses on portfolio securities. Since the Fund does not expect
to realize any long-term capital gains, it does not expect to pay any
capital gains distributions.

NOTE 2 -- Investment Management and Payments to Affiliated Persons

The Fund pays a fee for investment management services. The fee is
computed daily based on the net asset value at the close of business. The fee
consists of a "Group" fee computed each day on the combined net asset values of
all of the funds in the United Group of mutual funds (approximately $10.5
billion of combined net assets at June 30, 1994) at annual rates of .51% of the
first $750 million of combined net assets, .49% on that amount between $750
million and $1.5 billion, .47% between $1.5 billion and $2.25 billion, .45%
between $2.25 billion and $3 billion, .43% between $3 billion and $3.75
billion, .40% between $3.75 billion and $7.5 billion, .38% between $7.5 billion
and $12 billion, and .36% of that amount over $12 billion. The Fund accrues
and pays this fee daily.

Pursuant to assignment of the Investment Management Agreement between the
Fund and Waddell & Reed, Inc. ("W&R"), Waddell & Reed Investment Management
Company ("WRIMCO"), a wholly-owned subsidiary of W&R, serves as the Fund's
investment manager.

The Fund has an Accounting Services Agreement with Waddell & Reed Services
Company ("WARSCO"), a wholly-owned subsidiary of W&R. Under the agreement,
WARSCO acts as the agent in providing accounting services and assistance to the
Fund and pricing daily the value of shares of the Fund. For these services,
the Fund pays WARSCO a monthly fee of one-twelfth of the annual fee shown in
the following table.

Accounting Services Fee
Average
Net Asset Level Annual Fee
(all dollars in millions) Rate for Each Level
------------------------- -------------------
From $ 0 to $ 10 $ 0
From $ 10 to $ 25 $ 10,000
From $ 25 to $ 50 $ 20,000
From $ 50 to $ 100 $ 30,000
From $ 100 to $ 200 $ 40,000
From $ 200 to $ 350 $ 50,000
From $ 350 to $ 550 $ 60,000
From $ 550 to $ 750 $ 70,000
From $ 750 to $1,000 $ 85,000
$1,000 and Over $100,000

At present, the Fund operates under state expense requirements which limit
the amount of aggregate annual expenses, adjusted for certain excess expenses,
that the Fund may incur during its fiscal year. The Manager will reimburse the
Fund for any expenses in excess of the limitation. No such reimbursement is
required for the period ended June 30, 1994.

The Fund also pays WARSCO a monthly per account charge of $1.75 for each
shareholder account which was in existence at any time during the prior month
and $0.75 for each shareholder check it processed. The Fund also reimburses
W&R and WARSCO for certain out-of-pocket costs.

The Fund paid Directors' fees of $12,587.

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

<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of
United Cash Management, Inc.

In our opinion, the accompanying statement of assets and liabilities, including
the schedule of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of United Cash Management, Inc. (the
"Fund") at June 30, 1994, the results of its operations for the year then ended
and the changes in its net assets and the financial highlights for the periods
indicated, in conformity with generally accepted accounting principles. These
financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Fund's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in
accordance with generally accepted auditing standards which require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits, which included
confirmation of securities at June 30, 1994 by correspondence with the
custodian, provide a reasonable basis for the opinion expressed above.

PRICE WATERHOUSE LLP
Kansas City, Missouri
July 29, 1994

<PAGE>
UNITED CASH MANAGEMENT, INC.

Custodian Underwriter
United Missouri Bank, n.a. Waddell & Reed, Inc.
Kansas City, Missouri 6300 Lamar Avenue
P. O. Box 29217
Legal Counsel Shawnee Mission, Kansas 66201-9217
Kirkpatrick & Lockhart (913) 236-2000
1800 M Street, N. W.
Washington, D. C. Shareholder Servicing Agent
Waddell & Reed Services Company
Independent Accountants 6300 Lamar Avenue
Price Waterhouse LLP P. O. Box 29217
Kansas City, Missouri Shawnee Mission, Kansas 66201-9217
Toll-Free - (800)366-5465
Investment Manager Local - 236-1303
Waddell & Reed Investment For Yield Information Only
Management Company Toll-Free - (800)366-4953
6300 Lamar Avenue Local - 236-1307
P. O. Box 29217
Shawnee Mission, Kansas 66201-9217Accounting Services 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 CASH MANAGEMENT, INC.
6300 Lamar Avenue
P. O. Box 29217
Shawnee Mission, Kansas 66201-9217

PROSPECTUS
September 30, 1994

TABLE OF CONTENTS
Summary of Expenses .. 2
Financial Highlights 3
What is United Cash
Management, Inc.? . 4
Performance Information 4
Goal of the Fund ..... 4
Management and Services 6
Dividends, Distributions
and Taxes ........... 7
Purchase of Shares ... 7
Redemption ........... 8
Financial Statements.. 10

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

NUP2010(9-94)
printed on recycled paper

<PAGE>

UNITED CASH MANAGEMENT, INC.

6300 Lamar Avenue

P. O. Box 29217

Shawnee Mission, Kansas 66201-9217

(913) 236-2000

September 5, 1995

STATEMENT OF ADDITIONAL INFORMATION

This Statement of Additional Information (the "SAI") is not a prospectus.
Investors should read this SAI in conjunction with the prospectus
("Prospectus") of United Cash Management, Inc. (the "Fund") dated September 5,
1995, which may be obtained from the Fund or its underwriter, Waddell & Reed,
Inc., at the address or telephone number shown above.

TABLE OF CONTENTS

Performance Information............................. 2

Goal and Investment Policies........................ 3

Investment Management and Other Services............ 11

Purchase, Redemption and Pricing of Shares.......... 14

Directors and Officers.............................. 22

Payments to Shareholders............................ 26

Taxes .............................................. 28

Portfolio Transactions and Brokerage................ 28

Other Information................................... 30

Appendix A.......................................... 31

<PAGE>

PERFORMANCE INFORMATION

Waddell & Reed, Inc., the Fund's underwriter, or the Fund may from time to
time publish the Fund's yield, effective yield and performance rankings in
advertisements and sales materials. Yield information is also available by
calling the Shareholder Servicing Agent at the telephone number shown on the
inside back cover of the Prospectus.

There are two methods by which yield is calculated for a specified time
period for a Class of shares of the Fund. The first method, which results in
an amount referred to as the "current yield," assumes an account containing
exactly one share of the applicable Class at the beginning of the period. The
net asset value of this share will be $1.00 except under extraordinary
circumstances. The net change in the value of the account during the period is
then determined by subtracting this beginning value from the value of the
account at the end of the period which will include all dividends accrued for a
share of such Class; however, capital changes are excluded from the
calculation, i.e., realized gains and losses from the sale of securities and
unrealized appreciation and depreciation. However, so that the change will not
reflect the capital changes to be excluded, the dividends used in the yield
computation may not be the same as the dividends actually declared, as certain
realized gains and losses and, under unusual circumstances, unrealized gains
and losses (see "Purchase, Redemption and Pricing of Shares"), will be taken
into account in the calculation of dividends actually declared. Instead, the
dividends used in the yield calculation will be those which would have been
declared if the capital changes had not affected the dividends.

This net change in the account value is then divided by the value of the
account at the beginning of the period (i.e., normally $1.00 as discussed
above) and the resulting figure (referred to as the "base period return") is
then annualized by multiplying it by 365 and dividing it by the number of days
in the period with the resulting current yield figure carried to at least the
nearest hundredth of one percent.

The second method results in a figure referred to as the "effective
yield." This represents an annualization of the current yield with dividends
reinvested daily. Effective yield is calculated by compounding the base period
return by adding 1, raising the sum to a power equal to 365 divided by 7, and
subtracting 1 from the result and rounding the result to the nearest hundredth
of one percent according to the following formula:

365/7
EFFECTIVE YIELD = [(BASE PERIOD RETURN + 1)] - 1

The yield for the Fund's Class A shares as calculated above for the seven
days ended June 30, 1995, the date of the most recent balance sheet included in
the Prospectus, was 5.77% and its effective yield calculated for the same
period was 5.93%.

Changes in yields (calculated on either basis) primarily reflect different
interest rates received by the Fund as its portfolio securities change. These
different rates reflect changes in current interest rates on money market
instruments. Both yields are affected by portfolio quality, portfolio
maturity, type of instruments held and operating expense ratio.

Performance Rankings

Waddell & Reed, Inc. or the Fund also may from time to time publish in
advertisements or sales material performance rankings as published by
recognized independent mutual fund statistical services such as Lipper
Analytical Services, Inc., or by publications of general interest such as
Forbes, Money, The Wall Street Journal, Business Week, Barron's, Fortune or
Morningstar Mutual Fund Values. Each Class of the Fund may also compare its
performance to that of other selected mutual funds or selected recognizedmarket
indicators such as the Standard & Poor's 500 Stock Index and the Dow
Jones Industrial Average. Performance information may be quoted numerically or
presented in a table, graph or other illustration.

All performance information that the Fund advertises or includes in sales
material is historical in nature and is not intended to represent or guarantee
future results. The value of Fund shares when redeemed may be more or less
than their original cost.

GOAL AND INVESTMENT POLICIES

The goal and investment policies of the Fund are described in the
Prospectus, which refers to the following investment methods and practices.

The Fund may invest only in the money market obligations and instruments
listed below. In addition, as a money market fund and in order for the Fund to
use the "amortized cost method" of valuing its portfolio securities, the Fund
must comply with Rule 2a-7 ("Rule 2a-7") under the Investment Company Act of
1940, as amended (the "1940 Act"). Under Rule 2a-7, investments are limited to
those that are denominated in U.S. dollars and that are rated in one of the two
highest rating categories by the requisite nationally recognized statistical
rating organizations(s) ("NRSRO(s)") or are comparable unrated securities. See
the Appendix to this SAI for a description of some of these ratings. In
addition, Rule 2a-7 limits investments in securities of any one issuer (except
U.S. Government securities) to no more than 5% of the Fund's assets.
Investments in securities rated in the second highest rating category by the
requisite NRSRO(s) or comparable unrated securities are limited to no more than
5% of the Fund's assets, with investment in such securities of any one issuer
(except U.S. Government securities) being limited to the greater of 1% of the
Fund's assets or $1,000,000. While Rule 2a-7 allows the Fund to invest in
securities with a remaining maturity of not more than thirteen months, as a
matter of fundamental policy, the Fund may only invest in securities with a
remaining maturity of not more than one year. See discussion under
"Determination of Offering Price."

(1) U.S. Government Obligations: Obligations issued or guaranteed by the
U.S. Government or its agencies or instrumentalities. These include securities
issued by the U.S. Government, which in turn include Treasury Bills (which
mature within one year of the date they are issued) and Treasury Notes and
Bonds (which are issued with longer maturities). All Treasury securities are
backed by the full faith and credit of the United States.

U.S. Government agencies and instrumentalities that issue or guarantee
securities include, but are not limited to, the Federal Housing Administration,
Federal National Mortgage Association, Farmers Home Administration, Export-
Import Bank of the United States, Small Business Administration, Government
National Mortgage Association, General Services Administration, Central Bank
for Cooperatives, Federal Home Loan Banks, Federal Home Loan Mortgage
Corporation, Farm Credit Banks, Maritime Administration, the Tennessee Valley
Authority, the Resolution Funding Corporation and the Student Loan Marketing
Association.

Securities issued or guaranteed by U.S. Government agencies and
instrumentalities are not always supported by the full faith and credit of the
United States. Some, such as securities issued by the Federal Home Loan Banks,
are backed by the right of the agency or instrumentality to borrow from the
Treasury. Others, such as securities issued by the Federal National Mortgage
Association, are supported only by the credit of the instrumentality and not by
the Treasury. If the securities are not backed by the full faith and credit of
the United States, the owner of the securities must look principally to the
agency issuing the obligation for repayment and may not be able to assert a
claim against the United States in the event that the agency or instrumentality
does not meet its commitment. The Fund will invest in securities of agencies
and instrumentalities only if WRIMCO is satisfied that the credit risk involved
is minimal.

(2) Bank Obligations and Instruments Secured Thereby: Subject to the
limitations described above, time deposits, certificates of deposit, bankers'
acceptances and other bank obligations if they are obligations of a bank
subject to regulation by the U.S. Government (including obligations issued by
foreign branches of these banks) or obligations issued by a foreign bank having
total assets equal to at least U.S. $500,000,000, and instruments secured by
any such obligation; in this SAI, a "bank" includes commercial banks and
savings and loan associations. Time deposits are monies kept on deposit with
U.S. banks or other U.S. financial institutions for a stated period of time at
a fixed rate of interest. At present, bank time deposits are not considered by
the Board of Directors or WRIMCO to be readily marketable. There may be
penalties for the early withdrawal of such time deposits, in which case, the
yield of these investments will be reduced.

(3) Commercial Paper Obligations Including Variable Amount Master Demand
Notes: Commercial paper rated A-1 or A-2 by Standard & Poor's Ratings Services
("S&P") or Prime-1 or Prime-2 by Moody's Investors Service, Inc. ("MIS") or, if
not rated, issued by a corporation in whose debt obligations the Fund may
invest (see 4 below). S&P and MIS are among the NRSRO's under Rule 2a-7. See
Appendix A for a description of some of these ratings. A variable amount
master demand note represents a borrowing arrangement under a letter agreement
between a commercial paper issuer and an institutional lender.

(4) Corporate Debt Obligations: Corporate debt obligations if they are
rated at least A by S&P or MIS. See Appendix A for a description of some of
these debt ratings.

(5) Canadian Government Obligations: Obligations of, or guaranteed by,
the Government of Canada, a Province of Canada or any agency, instrumentality
or political subdivision of that Government or any Province; however, the Fund
may not invest in Canadian Government obligations if more than 10% of the value
of its total assets would then be so invested, subject to the diversification
requirements of Rule 2a-7. The Fund may not invest in Canadian Government
obligations if they are denominated in Canadian dollars. See "Determination of
Offering Price."

(6) Certain Other Obligations: Obligations other than those listed in 1
through 5 above only if such other obligation is guaranteed as to principal and
interest by either a bank in whose obligations the Fund may invest (see 2
above) or a corporation in whose commercial paper the Fund may invest (see 3
above) and otherwise permissible under Rule 2a-7.

The value of the obligations and instruments in which the Fund invests
will fluctuate depending in large part on changes in prevailing interest rates.
If these rates go up after the Fund buys an obligation or instrument, its value
may go down; if these rates go down, its value may go up. Changes in value and
yield based on changes in prevailing interest rates may have different effects
on short-term debt obligations than on long-term obligations. Long-term
obligations (which often have higher yields) may fluctuate in value more than
short-term ones. Changes in interest rates will be more quickly reflected in
the yield of a portfolio of short-term obligations than in the yield of a
portfolio of long-term obligations.

Mortgage-Backed Securities

The Fund may invest in mortgage-backed securities as long as WRIMCO
determines that it is consistent with the Fund's investment goal and policies
and subject to the requirements of Rule 2a-7. 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 Fund may
purchase mortgage-backed securities issued by both government and non-
government entities such as banks, mortgage lenders, or other financial
institutions.

A mortgage-backed security may be an obligation of the issuer backed by a
mortgage or pool of mortgages or a direct interest in an underlying pool of
mortgages. Mortgage-backed securities are based on different types of
mortgages including those on commercial real estate or residential properties.
Some mortgage-backed securities, such as collateralized mortgage obligations,
make payments of both principal and interest at a variety of intervals; others
make semiannual interest payments at a predetermined rate and repay principal
at maturity (like a typical bond). Pass-through securities and participation
certificates represent pools of mortgages that are assembled, with interests
sold in the pool; the assembly is made by an "issuer," such as a mortgage
banker, commercial bank or savings and loan association, which assembles the
mortgages in the pool and passes through payments of principal and interest for
a fee payable to it. Payments of principal and interest by individual
mortgagors are passed through to the holders of the interest in the pool.
Monthly or other regular payments on pass-through securities and participation
certificates include payments of principal (including prepayments on mortgages
in the pool) rather than only interest payments.

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 the 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 the 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
the 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.

The value of mortgage-backed securities may change due to shifts in the
market's perception of issuers. In addition, regulatory or tax changes may
adversely affect the mortgage securities market as a whole. Non-government
mortgage-backed securities may offer higher yields than those issued by
government entities, but also may be subject to greater price changes than
government issues. Mortgage-backed securities are subject to prepayment risk.
Prepayment, which occurs when unscheduled or early payments are made on the
underlying mortgages, may shorten the effective maturities of these securities
and may lower their total returns.

Timely payment of principal and interest on pass-through securities of the
Government National Mortgage Association (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
the Fund. It is possible that the availability and marketability (i.e.,
liquidity) of these securities could be adversely affected by actions of the
U.S. Government to tighten the availability of its credit.

Stripped Securities

The Fund may invest in stripped securities as long as WRIMCO determines
that it is consistent with the Fund's investment goal and policies and subject
to the requirements of Rule 2a-7. Stripped securities are the separate income
or principal components of a debt instrument. Stripped mortgage-backed
securities are created when a U.S. Government agency or a financial institution
separates the interest and principal components of a mortgage-backed security
and sells them as individual securities. The holder of the "principal-only"
security ("PO") receives the principal payments made by the underlyingmortgage-
backed security, while the holder of the "interest-only" security
("IO") receives interest payments from the same underlying security.

These securities 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. As interest rates fall, prepayment rates tend to increase, which tends
to reduce prices of IOs and increase prices of POs. Rising interest rates can
have the opposite effect. The Fund has no intent to invest in these types of
securities.

Variable or Floating Rate Instruments

Variable or floating rate instruments (including notes purchased directly
from issuers) bear variable or floating interest rates and carry rights that
permit holders to demand payment of the unpaid principal balance plus accrued
interest from the issuers or certain financial intermediaries. Floating rate
securities have interest rates that change whenever there is a change in a
designated base rate while variable rate instruments provide for a specified
periodic adjustment in the interest rate. These formulas are designed to
result in a market value for the instrument that approximates its par value.

When-Issued and Delayed Delivery Transactions

The Fund may purchase any securities in which it may invest on a when-
issued or delayed-delivery basis or sell them on a delayed-delivery basis. The
securities so purchased or sold by the Fund are subject to market fluctuation;
their value may be less or more when delivered than the purchase price paid or
received. For example, delivery to the Fund and payment by the Fund in the
case of a purchase by it, or delivery by the Fund and payment to it in the case
of a sale by the Fund, may take place a month or more after the date of the
transaction. The purchase or sale price is fixed on the transaction date. The
Fund will enter into when-issued or delayed-delivery transactions in order to
secure what is considered to be an advantageous price and yield at the time of
entering into the transaction. No interest accrues to the Fund until delivery
and payment is completed. When the Fund makes a commitment to purchase
securities on a when-issued or delayed-delivery basis, it will record the
transaction and thereafter reflect the value of the securities in determining
its net asset value per share. The securities so sold by the Fund on a
delayed-delivery basis are also subject to market fluctuation; their value when
the Fund delivers them may be more than the purchase price the Fund receives.
When the Fund makes a commitment to sell securities on a delayed basis, it will
record the transaction and thereafter value the securities at the sales price
in determining the Fund's net asset value per share.

Ordinarily the Fund purchases securities on a when-issued or delayed-
delivery basis with the intention of actually taking delivery of the
securities. However, before the securities are delivered to the Fund and
before it has paid for them (the "settlement date"), the Fund could sell the
securities if WRIMCO decided it was advisable to do so for investment reasons.
The Fund will hold aside or segregate cash or other securities, other than
those purchased on a when-issued or delayed-delivery basis, at least equal to
the amount it will have to pay on the settlement date; these other securities
may, however, be sold at or before the settlement date to pay the purchase
price of the when-issued or delayed-delivery securities.

Lending Securities

One of the ways which the Fund may try to realize income is by lending not
more than one-third of its total asset value. The percentage limitation can
only be changed by shareholder vote. If the Fund does this, the borrower pays
the Fund an amount equal to the dividends or interest on the securities that
the Fund would have received if it had not loaned the securities.

Any securities loans that the Fund makes must be collateralized in
accordance with applicable regulatory requirements (the "Guidelines"). Under
the present Guidelines, the collateral must consist of cash and/or U.S.
Government Obligations. If the Fund lends its securities, the borrower must
put up collateral equal to the then market value to secure the loan. If the
market value of the loaned securities exceeds the value of the collateral, the
borrower must add more collateral so that it at least equals the market value
of the securities loaned. If the market value of the securities decreases, the
borrower is entitled to return of the excess collateral. This policy of 100%
collateralization is a fundamental policy that can be changed only by
shareholder vote.

There are two methods of receiving compensation for making loans. The
first is to receive a negotiated loan fee from the borrower. This method is
available for both types of collateral. The second method is to receive
interest on the investment of the cash collateral or to receive interest on the
U.S. Government Obligations used as collateral. Part of the interest received
in either case may be shared with the borrower.

Under the Fund's current securities lending procedures, the Fund may lend
securities only to broker-dealers and financial institutions deemed
creditworthy by WRIMCO. The Fund will make loans only under rules of the New
York Stock Exchange ("NYSE"), which presently require the borrower to give the
securities back to the Fund within five business days after the Fund gives
notice to do so. The Fund may pay reasonable finder's, administrative and
custodian fees in connection with loans of securities.

There may be risks of delay in receiving additional collateral from the
borrower if the market value of the securities loaned goes up, risks of delay
in recovering the securities loaned or even loss of rights in the collateral
should the borrower of the securities fail financially.

Some, but not all, of the Fund's rules are necessary to meet requirements
of certain laws relating to securities loans. These rules will not be changed
unless the change is permitted under these requirements. These requirements do
not cover the present rules, which may be changed without shareholder vote, as
to how the Fund may invest cash collateral.

Repurchase Agreements

The Fund may purchase securities subject to repurchase agreements. A
repurchase agreement is an instrument under which the Fund purchases a security
and the seller (normally a commercial bank or broker-dealer) agrees, at the
time of purchase, that it will repurchase the security at a specified time and
price. The amount by which the resale price is greater than the purchase price
reflects an agreed-upon market interest rate effective for the period of the
agreement. The return on the securities subject to the repurchase agreement
may be more or less than the return on the repurchase agreement.

The majority of the repurchase agreements in which the Fund would engage
are overnight transactions, and the delivery pursuant to the resale typically
will occur within one to five days of the purchase. The primary risk is that
the Fund may suffer a loss if the seller fails to pay the agreed-upon amount on
the delivery date and that amount is greater than the resale price of the
underlying securities and other collateral held by the Fund. In the event of
bankruptcy or other default by the seller, there may be possible delays or
expenses in liquidating the underlying securities or other collateral, decline
in their value and loss of interest. The return on such collateral may be more
or less than that from the repurchase agreement. The Fund's repurchase
agreements will be structured so as to fully collateralize the loans, i.e., the
value of the underlying securities, which will be held by the Fund's custodian
bank or by a third party that qualifies as a custodian under Section 17(f) of
the 1940 Act, is and, during the entire term of the agreement, will remain at
least equal to the value of the loan, including the accrued interest
earnedthereon. Repurchase agreements are entered into only with those entities
approved by WRIMCO on the basis of criteria established by the Board of
Directors.

Restricted Securities

The Fund may purchase commercial paper that is issued in reliance on the
so-called "private placement" exemption from registration that is afforded by
Section 4(2) of the Securities Act of 1933 ("Section 4(2) paper"). Section
4(2) paper is subject to legal or contractual restrictions on resale under the
federal securities laws. It is generally sold to institutional investors such
as the Fund who agree that they are purchasing the paper for investment and not
with a view to public distribution. Any resale by the purchaser must be in an
exempt transaction. Section 4(2) paper is normally resold to other
institutional investors through or with the assistance of investment dealers
who make a market in the Section 4(2) paper, thus providing liquidity. Any
such paper purchased must meet the credit, maturity and other criteria that
apply to other securities in which the Fund invests. Although WRIMCO is of the
opinion that this type of paper is nearly as liquid as other commercial paper
in which the Fund invests, there is no assurance that a market will exist for
Section 4(2) paper that the Fund may own. WRIMCO will determine the liquidity
of Section 4(2) paper in accordance with guidelines established by the Board of
Directors.

These restricted securities will be valued in the same manner that other
commercial paper held by the Fund is valued. See "Portfolio Valuation." The
Fund does not anticipate adjusting for any diminution in value of these
securities on account of their restrictive feature because of the existence of
an active market which creates liquidity and because of the availability of
actual market quotations for these restricted securities. In the event that
there should cease to be an active market for these securities or actual market
quotations become unavailable, they will be valued at fair value as determined
in good faith by the Board of Directors.

Illiquid Investments

The Fund has an operating policy, which may be changed without shareholder
approval, which provides that the Fund may not invest more than 10% of its net
assets in illiquid investments. The instruments currently considered to be
illiquid include: (i) repurchase agreements not terminable within seven days;
(ii) fixed time deposits subject to withdrawal penalties other than overnight
deposits; (iii) securities for which market quotations are not readily
available; and (iv) Section 4(2) paper not determined to be liquid pursuant to
guidelines established by the Fund's Board of Directors. However, this 10%
limit does not include any obligations payable at principal amount plus accrued
interest on demand or within seven days after demand.

Indexed Securities

Subject to the requirements of Rule 2a-7, the Fund may purchase securities
whose prices are indexed to the prices of other securities, securities indices,
currencies, precious metals or other commodities, or other financial
indicators. 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. Gold-indexed securities, for example,
typically provide for a maturity value that depends on the price of gold,
resulting in a security whose price tends to rise and fall together with gold
prices. Currency-indexed securities typically are short-term to intermediate-
term debt securities whose maturity values or interest rates are determined by
reference to the values of one or more specified foreign currencies, and may
offer higher yields than U.S. dollar-denominated securities of equivalent
issuers. Currency-indexed securities may be positively or negatively indexed;
that is, their maturity value may increase when the specified currency
valueincreases, resulting in a security that performs similarly to a foreign-
denominated instrument, or their maturity value may decline when foreign
currencies increase, resulting in a security whose price characteristics are
similar to a put on the underlying currency. Currency-indexed securities may
also have prices that depend on the values of a number of different foreign
currencies relative to each other.

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

Foreign Obligations and Instruments

Subject to the diversification requirements applicable to the Fund under
Rule 2a-7, the Fund may invest up to 10% of its total assets in Canadian
Government obligations and may also invest in foreign bank obligations and
obligations of foreign branches of domestic banks. Each of these obligations
must be payable in U.S. dollars. Although there is no fundamental policy
limiting the Fund's investment in foreign bank obligations and obligations of
foreign branches of domestic banks, it does not intend to invest more than 25%
of its total assets in a combination of these obligations.

Purchasing these securities presents special considerations: reduction of
income by foreign taxes; changes in currency rates and controls (e.g., currency
blockage); lack of public information; lack of uniform accounting, auditing and
financial reporting standards; less volume on foreign exchanges; less
liquidity; greater volatility; less regulation of issuers, exchanges and
brokers; greater difficulties in commencing lawsuits; possibilities in some
countries of expropriation, confiscatory taxation, social instability or
adverse diplomatic developments; and differences (which may be favorable or
unfavorable) between the U.S. economy and foreign economies. Uncertificated
foreign securities will be purchased only if permissible under the
custodianship provisions of the 1940 Act.

Investment Restrictions

Certain of the Fund's investment restrictions are described in the
Prospectus. The following are fundamental policies and together with certain
restrictions described in the Prospectus cannot be changed without shareholder
approval. Under these restrictions, the Fund may not:

(i) Buy commodities or commodity contracts, voting securities, any mineral
related programs or leases, or oil or gas leases, any shares of other
investment companies or any warrants, puts, calls or combinations
thereof;

(ii) Buy real estate nor any nonliquid interest in real estate investment
trusts; however, the Fund may buy obligations or instruments that it
may otherwise buy even though the issuer invests in real estate or
interests in real estate;

(iii) Buy the securities of any company if it would then own more than 10% of
the total value of its outstanding securities; or buy the securities
(not including U.S. Government Obligations) of any company if more than
5% of the Fund's total assets (valued at market value) would then be
invested in that company; or buy the securities of companies in any one
industry if more than 25% of the Fund's total assets would then be in
companies in that industry; U.S. Government Obligations and bank
obligations and instruments are not included in this limit (but see
"Foreign Obligations and Instruments");

(iv) Make loans other than certain limited types of loans described herein;
the Fund can buy debt securities that it is permitted to purchase; it
can also lend its portfolio securities (see "Lending Securities" above)
or, except as provided above, enter into repurchase agreements (see
"Repurchase Agreements" above);

(v) Invest for the purpose of exercising control or management of other
companies;

(vi) Buy or continue to hold securities if the Fund's Directors or officers
or certain others own a certain percentage of the same securities; if
any one of these individuals owns more than .5 of 1% of the shares of a
company and if the individuals who own that much or more own 5% of that
company's shares, the Fund cannot buy that company's shares or continue
to own them;

(vii) Participate on a joint, or a joint and several, basis in any trading
account in any securities;

(viii) Sell securities short or buy securities on margin; also, the Fund may
not engage in arbitrage transactions;

(ix) Engage in the underwriting of securities or invest in restricted
securities, that are securities which are restricted as to disposition
under the Federal securities laws, except commercial paper that is
exempt from registration under Section 4(2) of the Securities Act of
1933; or

(x) Borrow to increase income, but only to meet redemptions so it will not
have to sell portfolio securities for this purpose. The Fund may
borrow money from banks as a temporary measure or for extraordinary or
emergency purposes but only up to 10% of its total assets. It can
mortgage or pledge its assets in connection with such borrowing but
only up to the lesser of the amounts borrowed or 5% of the value of the
Fund's assets.

Portfolio Turnover

In general, the Fund purchases investments with the expectation of holding
them to maturity. However, the Fund may engage in short-term trading to
attempt to take advantage of short-term market variations. The Fund may also
sell securities prior to maturity to meet redemptions or as a result of a
revised management evaluation of the issuer. The Fund has high portfolio
turnover due to the short maturities of its investments, but this should not
affect its net asset value or income, as brokerage commissions are not usually
paid on the investments which the Fund makes. In the usual calculation of
portfolio turnover, securities of the type in which the Fund invests are
excluded. Consequently, the high turnover which it will have is not comparable
to the turnover rates of most investment companies.

Portfolio Valuation

Under Rule 2a-7, the Fund is permitted to use the "amortized cost method"
for valuing its portfolio securities provided it meets certain conditions. See
"Purchase, Redemption and Pricing of Shares." The conditions imposed under
Rule 2a-7 relating to the Fund's portfolio investments are that (i) the Fund
must not maintain a dollar weighted average portfolio maturity in excess of 90
days; (ii) it must limit its investments, including repurchase agreements, to
those instruments which are denominated in U.S. dollars and which WRIMCO,
pursuant to guidelines established by the Fund's Board of Directors, determines
present minimal credit risks and which are rated in one of the two highest
rating categories by the requisite nationally recognized statistical rating
organization(s) ("NRSRO(s)"), as defined in Rule 2a-7 or, in the case of any
instrument that is not rated, of comparable quality as determined by the Fund's
Board of Directors; (iii) it must limit its investments in the securities of
any one issuer (except U.S. Government Securities) to no more than 5% of its
assets; (iv) it must limit its investments in securities rated in the
secondhighest rating category by the requisite NRSRO(s) or comparable unrated
securities to no more than 5% of its assets; (v) it must limit its investments
in the securities of any one issuer which are rated in the second highest
rating category by the requisite NRSRO(s) or comparable unrated securities to
the greater of 1% of its assets or $1,000,000; and (vi) it must limit its
investments to securities with a remaining maturity of not more than thirteen
months; however, the Fund is required as a matter of fundamental policy to
limit its investments to securities with a remaining maturity of not more than
one year. Rule 2a-7 sets forth the method by which the maturity of a security
is determined.

INVESTMENT MANAGEMENT AND OTHER SERVICES

The Management Agreement

The Fund has an Investment Management Agreement (the "Management
Agreement") with Waddell & Reed, Inc. On January 8, 1992, subject to the
authority of the Fund's Board of Directors, Waddell & Reed, Inc. assigned the
Management Agreement and all related investment management duties (and related
professional staff) to WRIMCO, a wholly-owned subsidiary of Waddell & Reed,
Inc. Under the Management Agreement, WRIMCO is employed to supervise the
investments of the Fund and provide investment advice to the Fund. The address
of WRIMCO and Waddell & Reed, Inc. is 6300 Lamar Avenue, P.O. Box 29217,
Shawnee Mission, Kansas 66201-9217. Waddell & Reed, Inc. is the Fund's
underwriter.

The Management Agreement permits Waddell & Reed, Inc. or an affiliate of
Waddell & Reed, Inc. to enter into a separate agreement for transfer agency
services ("Shareholder Servicing Agreement") and a separate agreement for
accounting services ("Accounting Services Agreement") with the Fund. The
Management Agreement contains detailed provisions as to the matters to be
considered by the Fund's Board of Directors prior to approving any Shareholder
Servicing Agreement or Accounting Services Agreement.

Torchmark Corporation and United Investors Management Company

WRIMCO is a wholly-owned subsidiary of Waddell & Reed, Inc. Waddell &
Reed, Inc. is a wholly-owned subsidiary of Waddell & Reed Financial Services,
Inc., a holding company. Waddell & Reed Financial Services, Inc. is a wholly-
owned subsidiary of United Investors Management Company. United Investors
Management Company is a wholly-owned subsidiary of Torchmark Corporation.
Torchmark Corporation is a publicly held company. The address of Torchmark
Corporation and United Investors Management Company is 2001 Third Avenue South,
Birmingham, Alabama 35233.

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 company's
inception date, 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 for these funds (and the related professional staff) 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 they each commenced
operations in February 1993 and United Asset Strategy Fund, Inc. since it
commenced operations in March 1995. Waddell & Reed, Inc. serves as principal
underwriter for the investment companies in the United Group of Mutual Funds
and Waddell & Reed Funds, Inc. and serves as distributor for the TMK/United
Funds, Inc.

Shareholder Services

Under the Shareholder Servicing Agreement entered into between the Fund
and Waddell & Reed Services Company (the "Agent"), a subsidiary of Waddell &
Reed, Inc., the Agent performs shareholder servicing functions, including the
maintenance of shareholder accounts, the issuance, transfer and redemption of
shares, distribution of dividends and payment of redemptions, the furnishing of
related information to the Fund and handling of shareholder inquiries. A new
Shareholder Servicing Agreement, or amendments to the existing one, may be
approved by the Fund's Board of Directors without shareholder approval.

Accounting Services

Under the Accounting Services Agreement entered into between the Fund and
the Agent, the Agent provides the Fund with bookkeeping and accounting services
and assistance, including maintenance of the Fund's records, pricing of the
Fund's shares, and preparation of prospectuses for existing shareholders, proxy
statements and certain reports. A new Accounting Services Agreement, or
amendments to an existing one, may be approved by the Fund's Board of Directors
without shareholder approval.

Payments by the Fund for Management, Accounting and Shareholder Services

Under the Management Agreement, for WRIMCO's management services, the Fund
pays WRIMCO a fee as described in the Prospectus.

The management fees paid to WRIMCO during the fiscal years ended June 30,
1995, 1994 and 1993 were $1,398,085, $1,372,977 and $1,668,435, respectively.

For purposes of calculating the daily fee the Fund does not include money
owed to it by Waddell & Reed, Inc. for shares which it has sold but not yet
paid the Fund. The Fund accrues and pays this fee daily.

Under the Shareholder Servicing Agreement, the Fund pays the Agent a
monthly fee of $1.75 for each shareholder account which was in existence at any
time during the prior month, and $.75 for each shareholder check it processes.
The Fund also pays certain out-of-pocket expenses of the Agent, including long
distance telephone communications costs; microfilm and storage costs for
certain documents; forms, printing and mailing costs; and costs of legal and
special services not provided by Waddell & Reed, Inc., WRIMCO, or the Agent.

Under the Accounting Services Agreement, the Fund pays the Agent a monthly
fee of one-twelfth of the annual fee shown in the following table.

Accounting Services Fee

Average
Net Asset Level Annual Fee
(all dollars in millions) Rate for Each Level
------------------------- -------------------

Fees paid to the Agent for the fiscal years ended June 30, 1995, 1994 and
1993 were $51,667, $50,000 and $60,000, respectively.

The state of California imposes limits on the amount of certain expenses
the Fund can pay. If these expense amounts are exceeded, WRIMCO is required to
reduce the amount of such expenses to the extent they exceed the expense
limitation. The State of California has granted the Fund a variance from the
expense limitation to allow the Fund to exclude from its aggregate annual
expenses transfer agency fees, professional fees and report costs to the extent
that the Fund's expense ratio for each of these expenses exceeds what its
expense ratio for such expenses would be if its average account size was equal
to or greater than the industry average account size for money market funds as
reported by the Investment Company Institute. Other expenses excluded from
aggregate annual expenses include interest, taxes, brokerage commissions and
extraordinary expenses, such as litigation. The Fund will notify shareholders
of any change in the variance.

Since the Fund pays a management fee for investment supervision and an
accounting services fee for accounting services as discussed above, WRIMCO and
the Agent, respectively, pay all of their own expenses in providing these
services. Amounts paid by the Fund under the Shareholder Servicing Agreement
are described above. Waddell & Reed, Inc. and affiliates pay the Fund's
Directors and officers who are affiliated with WRIMCO and its affiliates. The
Fund pays the fees and expenses of the Fund's other Directors.

These and other sales expenses of Waddell & Reed, Inc. are not covered by
any sales charge on Fund shares. On those funds in the United Group whose
shares are sold with sales charges and in the sale of certain unit investment
trusts, a major portion of the sales charge is paid to Waddell & Reed, Inc.'s
account representatives and managers. Waddell & Reed, Inc. may compensate its
account representatives as to purchases for which there is no sales charge.

The Fund pays all of its other expenses. These include the costs of
materials sent to shareholders, audit and outside legal fees, taxes, brokerage
commissions, interest, insurance premiums, custodian fees, fees payable by the
Fund under Federal or other securities laws and to the Investment Company
Institute and nonrecurring and extraordinary expenses, including litigation and
indemnification relating to litigation.

Distribution Arrangement

Waddell & Reed, Inc. (the "Distributor") acts as principal underwriter and
distributor of the Fund's shares pursuant to an underwriting agreement
("Agreement"). The Agreement requires the Distributor to use its best efforts
to sell the shares of the Fund but is not exclusive, and permits and recognizes
that the Distributor also distributes shares of other investment companies and
other securities. Shares are sold on a continuous basis. Under this
agreement, Waddell & Reed, Inc. pays the costs of sales literature, including
the costs of shareholder reports used as sales literature, and the costs of
printing the prospectus furnished to it by the Fund.

Under a Distribution and Service Plan for Class B shares (the "Plan")
adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act, the Fund pays
the Distributor daily a distribution fee at the annual rate of up to 0.75% of
the Fund's net assets attributable to Class B shares and a service fee of up to
0.25% of the Fund's net assets attributable to Class B shares.

The Distributor offers the Class B shares of the Fund through its
registered representatives and sales managers (sales force). In distributing
shares through its sales force, the Distributor will pay commissions and
incentives to the sales force at or about the time of sale and will incur other
expenses including for prospectuses, sales literature, advertisements, sales
office maintenance, processing of orders and general overhead with respect to
its efforts to distribute the Fund's shares. The Plan and the Agreement
contemplate that the Distributor may be compensated for these distribution
efforts with respect to Class B shares through the distribution fee. The sales
force may be paid continuing compensation based on the value of the Class
Bshares held by shareholders to whom the member of the sales force is assigned
to provide personal services, and the Distributor or its subsidiary, Waddell &
Reed Services Company, may also provide services to Class B shareholders
through telephonic means and written communications. The amounts actually paid
by the Distributor in providing these services to Class B shareholders are
reimbursed by the service fee, subject to the limitations set forth in the
Plan. A service fee is not payable, however, unless the amounts have actually
been expended by the Distributor in providing these continuing services.

The Plan and Agreement were approved by the Fund's Board of Directors,
including the Directors who are not interested persons of the Fund or of the
Distributor and who have no direct or indirect financial interest in the
operations of the Plan or any agreement referred to in the Plan (hereafter the
"Plan Directors"). The Plan was also approved by the Distributor as the sole
shareholder of the Class B shares of the Fund at the time. The Plan will be
submitted for approval by the applicable shareholders at the first meeting of
shareholders following the commencement of the public distribution of the
Fund's Class B shares.

Among other things, the Plan provides that (i) the Distributor will submit
to the Directors at least quarterly, and the Directors will review, reports
regarding all amounts expended under the Plan and the purposes for which such
expenditures were made, (ii) the Plan will continue in effect only so long as
it is approved at least annually, and any material amendments thereto are
approved by the Directors including the Plan Directors acting in person at a
meeting called for that purpose, (iii) payments by the Fund under the Plan
shall not be materially increased without the affirmative vote of the holders
of a majority of the outstanding shares of the affected Class, and (iv) while
the Plan remains in effect, the selection and nomination of the Directors who
are Plan Directors shall be committed to the discretion of the Plan Directors.

In approving the Plan and the Agreement, the Directors, including the Plan
Directors, considered that investors will be offered an alternative to
purchasing shares of a mutual fund with a front end sales charge and considered
the incentive provided by the service fee to the Distributor, and particularly
to its sales force, to provide continuing service to shareholders in
maintaining their investments in Class B shares of the Fund. In addition,
these Directors considered the features of the distribution system including
(i) the conditions under which the deferred sales charge would be imposed and
the amount thereof, (ii) the advantage to investors of having the entire amount
of their purchase payment immediately invested in the Fund's shares, (iii) the
Distributor's belief that the ability of the sales force to receive sales
commissions when the shares are sold and continuing service fees thereafter
will prove attractive to the sales force, resulting in the greater growth of
the Fund than might otherwise be the case, (iv) the advantages to shareholders
of the Fund of the economies of scale resulting from growth of the Fund's
assets and the ability to achieve greater diversification of Fund investments
than if the Fund's assets were limited, (v) the services provided to the Fund
and its Class B shareholders by the Distributor and its affiliates, (vi) the
Distributor's expenses and costs in promoting the sale of Class B shares of the
Fund and particularly the payments of commissions and incentives to its sale
force and (vii) the indirect costs to shareholders of the distribution and
service fees. The Directors also recognized the Distributor's willingness to
undertake the distribution expenses without the concomitant receipt of an
initial front end sales charge and without any guarantee that the compensation
under the Plan will not unilaterally be terminated by the Fund before the
Distributor can recover its expenses. The Directors also considered all the
fees that would be payable to the Distributor and its affiliates for the
various services provided to the Fund and its shareholders, which fees would
increase if the Plan is successful and the Fund attained and maintained
significant asset levels.

Custodial and Auditing Services

The Fund's Custodian is UMB Bank, n.a., Kansas City, Missouri. In
general, the Custodian is responsible for holding the Fund's cash and
securities. The Fund may place and maintain its foreign securities and cash
with a foreign custodian in accordance with Rule 17f-5 of the 1940 Act. Price
Waterhouse LLP, Kansas City, Missouri, the Fund's independent accountants,
audits the Fund's financial statements.

PURCHASE, REDEMPTION AND PRICING OF SHARES

Determination of Offering Price

The value of each share of a Class of the Fund is the net asset value of
the applicable Class. The Fund is designed so that the value of each share of
each Class of the Fund (the net asset value per share) will remain fixed at
$1.00 per share except under extraordinary circumstances, although this may not
always be possible. This net asset value per share is what you pay for shares
and what you receive when you redeem them.

The net asset value per share is computed once each day that the NYSE is
open for trading as of the close of the regular session of the NYSE
(ordinarily, 4:00 P.M. Eastern time). The NYSE annually announces the days on
which it will not be open for trading. The most recent announcement indicates
that it will not be open on the following days: New Years Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day
and Christmas Day. However, it is possible that the NYSE may close on other
days.

The Fund operates under Rule 2a-7 which permits it to value its portfolio
on the basis of amortized cost. The amortized cost method of valuation is
accomplished by valuing a security at its cost and thereafter assuming a
constant amortization rate to maturity of any discount or premium, and does not
reflect the impact of fluctuating interest rates on the market value of the
security. This method does not take into account unrealized gains or losses.

While the amortized cost method provides some degree of certainty in
valuation, there may be periods during which value, as determined by amortized
cost, is higher or lower than the price the Fund would receive if it sold the
instrument. During periods of declining interest rates, the daily yield on the
Fund's shares may tend to be higher than a like computation made by a fund with
identical investments utilizing a method of valuation based upon market prices
and estimates of market prices for all of its portfolio instruments and
changing its dividends based on these changing prices. Thus, if the use of
amortized cost by the Fund resulted in a lower aggregate portfolio value on a
particular day, a prospective investor in the Fund's shares would be able to
obtain a somewhat higher yield than would result from investment in such a
fund, and existing investors in the Fund's shares would receive less investment
income. The converse would apply in a period of rising interest rates.

Under Rule 2a-7, the Fund's Board of Directors must establish procedures
designed to stabilize, to the extent reasonably possible, the Fund's price per
share as computed for the purpose of sales and redemptions at $1.00. Such
procedures must include review of the Fund's portfolio holdings by the Board at
such intervals as it may deem appropriate and at such intervals as are
reasonable in light of current market conditions to determine whether the
Fund's net asset value calculated by using available market quotations (see
below) deviates from the per share value based on amortized cost.

For the purpose of determining whether there is any deviation between the
value of the Fund's portfolio based on amortized cost and that determined on
the basis of available market quotations, if there are readily available market
quotations, investments are valued at the mean between the bid and asked
prices. If such market quotations are not available, the investments will
bevalued at their fair value as determined in good faith under procedures
established by and under the general supervision and responsibility of the
Fund's Board of Directors, including being valued at prices based on market
quotations for investments of similar type, yield and duration.

Under Rule 2a-7, if the extent of any deviation between the net asset
value per share based upon "available market quotations" (see above) and the
net asset value per share based on amortized cost exceeds one-half of 1%, the
Board must promptly consider what action, if any, will be initiated. When the
Board believes that the extent of any deviation may result in material dilution
or other unfair results to investors or existing shareholders, it is required
to take such action as it deems appropriate to eliminate or reduce to the
extent reasonably practicable such dilution or unfair results. Such actions
could include the sale of portfolio securities prior to maturity to realize
capital gains or losses or to shorten average portfolio maturity, withholding
dividends or payment of distributions from capital or capital gains,
redemptions of shares in kind, or establishing a net asset value per share
using available market quotations.

The procedures which the Fund's Board of Directors has adopted include
changes in the dividends payable by the Fund under specified conditions, as
further described under "Taxes" and "Payments to Shareholders." The purpose of
this portion of the procedures is to provide for the automatic taking of one of
the actions which the Board of Directors might take should it otherwise be
required to consider taking appropriate action.

Minimum Initial and Subsequent Investments

For Class A shares, initial investments must be at least $1,000 with the
exceptions described in this paragraph. A $50 minimum initial investment
pertains to certain retirement plan accounts and to accounts for which an
investor has arranged, at the time of initial investment, to make subsequent
purchases for the account by having regular monthly withdrawals of $25 or more
made from a bank account. A $25 minimum initial investment pertains to
purchases made through payroll deduction for or by employees of Waddell & Reed,
Inc., WRIMCO, their affiliates or certain retirement plan accounts. With the
exception of automatic withdrawals from a shareholder's bank account, a
shareholder may make subsequent investments of any amount. See "Exchanges."

For Class B shares, initial and subsequent investments must be at least
$100. See "Exchanges."

How to Open an Account

If you are purchasing Class A shares, you can make an initial investment
of $1,000 or more in any of the following ways:

1) By Mail. Complete an application form and mail it to Waddell & Reed,
Inc. at the address indicated on the form. Accompany the form with a check,
money order, Federal Reserve draft or other negotiable bank draft payable to
Waddell & Reed, Inc.

2) By Wire. (a) Telephone Waddell & Reed, Inc. (toll-free phone number
on the inside back cover of the Prospectus) and provide the account
registration, address and social security or tax identification number, the
amount being wired, the name of the wiring bank and the name and telephone
number of the person to be contacted in connection with the order. You will
then be provided with an order number; (b) instruct your bank to wire by the
Federal Reserve Wire Order System the specified amount, along with the order
number and registration to the UMB Bank, n.a.; 101000695, United K.C.; for
United Cash Management, Inc.; (c) complete an application form and mail it to
Waddell & Reed, Inc.

3) Through Broker-dealers. You may, if you wish, purchase your shares
through registered broker-dealers, which may charge their customers a fee for
this service. There is no such fee for investments made by mail or wire, as
described above, or for additional investments made by mail or wire. No such
service fee will be charged for shares purchased through Waddell & Reed, Inc.

If you are purchasing Class B shares, you can make an initial investment
of $100 or more only by exchange of your corresponding shares of Waddell & Reed
Funds, Inc.

How to Make Additional Investments

You may make additional investments in Class A shares in any amount
through broker-dealers as described above or in either of the following ways:

1) By Mail. Mail a check, money order, Federal Reserve draft or other
negotiable bank draft payable to Waddell & Reed, Inc. at P.O. Box 29217,
Shawnee Mission, Kansas 66201-9217, accompanied by either (i) the detachable
form which accompanies the confirmation of a prior purchase by you, or (ii) a
letter showing your account number and registration and stating that you wish
the enclosed check, etc. to be used for the purchase of shares of United Cash
Management, Inc.

2) By Wire. Instruct your bank to wire the specified amount along with
the account number and registration to the UMB Bank, n.a.; 101000695, United
K.C.; for United Cash Management, Inc.

You may make additional investments of $100 or more in Class B shares only
by exchange of your corresponding shares of Waddell & Reed Funds, Inc.

Purchase of the Fund's shares are effective after (i) one of the methods
for purchasing the Fund's shares indicated above has been properly completed
and (ii) UMB Bank, n.a. (the "Bank") has Federal funds available to it which
are thus available to the Fund for investment. Federal funds are monies of a
member bank with the Federal Reserve System held in deposit at a Federal
Reserve Bank. They represent immediately available cash. If payment is made
by check or otherwise than in Federal funds, it will be necessary to convert
investors' payments into Federal funds, and orders for the purchase of the
Fund's shares, if accepted by Waddell & Reed, Inc., will become effective on
the day Federal funds are received for value by the Bank; this is normally
anticipated to be two business days following receipt of payment by Waddell &
Reed, Inc. The Fund's shares are issued at their net asset value next
determined after the effectiveness of the purchase (i.e., at $1.00 per share
except under extraordinary circumstances as described above).

If you wish to insure that shares will be issued on the same day on which
your payment is made so that dividends on these shares will be declared on the
next day, you should (i) place your order by wire so that it will be received
by the Bank prior to 3:00 P.M. Kansas City time, and (ii) before wiring the
order, phone Waddell & Reed, Inc. at the number on the inside back cover of the
Prospectus to make sure that the wire order as described above is properly
identified.

Special arrangements may be made by Waddell & Reed, Inc. with other
broker-dealers to permit shares ordered by such broker-dealers to be issued on
the day of such order. Under these arrangements, the orders, including
registration information, must be received by Waddell & Reed, Inc. at its
Overland Park, Kansas office prior to 3:00 P.M. Overland Park, Kansas time; and
the broker-dealer must guarantee that the Bank will have Federal funds for the
purchase price of the shares ordered by at least 11:00 A.M. on the following
business day. Such arrangements will not be made on Fridays or on any day that
precedes a holiday.

Waddell & Reed, Inc. has the right not to accept any purchase order for
the Fund's shares. Certificates are not normally issued but may be
requestedfor Class A shares. Shareholdings are recorded on the Fund's books
whether or
not a certificate is issued.

Redemptions

The Prospectus gives information as to expedited and regular redemption
procedures. Redemption payments are made within seven days unless delayed
because of certain emergency conditions determined by the Securities and
Exchange Commission, when the NYSE is closed other than for weekends or
holidays, or when trading on the NYSE is restricted. Payment is made in cash,
although under extraordinary conditions redemptions may be made in portfolio
securities. Payment for redemption of shares of the Fund may be made in
portfolio securities when the Fund's Board of Directors determines that
conditions exist making cash payments undesirable. Securities used for payment
of redemptions are valued at the value used in figuring net asset value. There
would be brokerage costs to the redeeming shareholder in selling such
securities. The Fund, however, has elected to be governed by Rule 18f-1 under
the 1940 Act, pursuant to which it is obligated to redeem shares solely in cash
up to the lesser of $250,000 or 1% of its net asset value during any 90-day
period for any one shareholder.

Flexible Withdrawal Service

If you qualify, you may arrange to receive regular monthly, quarterly,
semiannual or annual payments by redeeming shares on a regular basis through
the Flexible Withdrawal Service (the "Service").

If you own Class A shares, to qualify for the Service you must have
invested at least $10,000 in Class A or corresponding shares which you still
own of any of the funds in the United Group; or, you must own Class A or
corresponding shares having a value of at least $10,000. The value for this
purpose is not the net asset value but the value at the offering price, i.e.,
the net asset value plus the sales charge.

If you own Class B shares, to qualify for the Service you must have
invested at least $10,000 in Class B or corresponding shares which you still
own of the Fund or any of the funds in Waddell & Reed Funds, Inc. or you must
own Class B or corresponding shares of the Fund or any of the funds in Waddell
& Reed Funds, Inc. having a value of at least $10,000.

To start the Service, you must fill out a form (available from Waddell &
Reed, Inc.), advising Waddell & Reed, Inc. how you want your shares redeemed to
make the payments. You have three choices:

First. To get a monthly, quarterly, semiannual or annual payment of $50
or more;

Second. To get a monthly payment, which will change each month, equal to
one-twelfth of a percentage of the value of the shares in the Account; you fix
the percentage; or

Third. To get a monthly or quarterly payment, which will change each
month or quarter, by redeeming a number of shares fixed by you (at least five
shares).

Shares are redeemed on the 20th day of the month in which the payment is
to be made (or on the prior business day if the 20th is not a business day).
Payments are made within five days of the redemption.

Retirement plan accounts may be subject to a fee imposed by the plan
custodian for use of their service.

If you have a share certificate for the shares you want to make available
for the Service, you must enclose the certificate with the form initiating the
Service.

The dividends and distributions on shares you have made available for the
Service are reinvested in additional shares of the Fund of the same Class as
that with respect to which they were paid. All payments are made by redeeming
shares, which may involve a gain or loss for tax purposes. To the extent that
payments exceed dividends and distributions, the number of shares you own will
decrease. When all of the shares in your account are redeemed, you will not
receive any further payments. Thus, the payments are not an annuity or an
income or return on your investment.

You may, at any time, change the manner in which you have chosen to have
shares redeemed, you can change to any one of the other choices originally
available to you. For example, if you started out with a $50 monthly payment,
you could change to a $200 quarterly payment. You can at any time redeem part
or all of the shares in your account; if you redeem all of the shares, the
Service is terminated. The Fund can also terminate the Service by notifying
you in writing.

After the end of each calendar year, information on shares redeemed will
be sent to you to assist you in completing your Federal income tax return.

Exchanges

Class A Share Exchanges

If you own the Class A shares of the Fund which you have acquired by
exchange for Class A or corresponding shares of one or more other funds in the
United Group, whose shares are sold with a sales charge, you may exchange these
shares (and any shares received in payment of dividends on those shares) for
Class A or corresponding shares of any of the other funds in the United Group.
If you decide to make this change, you can get these shares without any
additional sales charge.

In addition, you may specify a dollar amount of Class A shares of the Fund
to be exchanged each month into Class A or corresponding shares of any other
fund in the United Group. The shares which you designate for exchange into any
fund must be worth at least $100 or you must own Class A or corresponding
shares of the fund in the United Group into which you want to exchange. The
minimum value of shares that you may designate for monthly exchange is $100,
which may be allocated among funds in the United Group, provided each fund
receives a value of at least $25. A minimum daily balance of $750 is required
in order to maintain such automatic exchange privileges.

Class B Share Exchanges

You may exchange Class B shares for Class B or corresponding shares of
Waddell & Reed Funds, Inc. without charge. You may also have a specific dollar
amount of Class B or corresponding shares of any of the funds of Waddell & Reed
Funds, Inc. redeemed and invested in Class B shares of the Fund. The Class B
or corresponding shares that you designate for exchange must be worth at least
$100. The exchange will be made at the net asset values next determined after
receipt and acceptance of your written request. When you exchange shares, the
total shares you receive will have the same aggregate net asset value as the
total shares you exchange.

The redemption of Class B shares of the Fund as part of an exchange is not
subject to the deferred sales charge. For purposes of computing the deferred
sales charge, if any, applicable to the redemption of Class B or corresponding
shares acquired in the exchange, those acquired shares are treated as having
been purchased when the original redeemed shares were purchased.

General Exchange Information

When you exchange shares, the total shares you receive will have the same
aggregate net asset value as the shares you exchange. The relative values are
those next figured after your exchange request is received in good order.

These exchange rights and other exchange rights concerning other funds in
the United Group or Waddell & Reed Funds, Inc. can in most instances be
eliminated or modified at any time and any such exchange may not be accepted.

Retirement Plans

As described in the Prospectus, your account may be set up as a funding
vehicle for a retirement plan. For individual taxpayers meeting certain
requirements, Waddell & Reed, Inc. offers prototype documents for the following
retirement plans. All of these plans involve investment in shares of the Fund
(or shares of certain other funds in the United Group or Waddell & Reed Funds,
Inc.).

Individual Retirement Accounts (IRAs). Investors having earned income may
set up a plan that is commonly called an IRA. Under an IRA, an investor can
contribute each year up to 100% of his or her earned income, up to an annual
maximum of $2,000. The annual maximum is $2,250 if an investor's spouse has
earned income of $250 or less in a taxable year. If an investor's spouse has
at least $2,000 of earned income in a taxable year, the annual maximum is
$4,000 ($2,000 for each spouse). The contributions are deductible unless the
investor (or, if married, either spouse) is an active participant in a
qualified retirement plan or if, notwithstanding that the investor or one or
both spouses so participate, their adjusted gross income does not exceed
certain levels.

An investor may also use an IRA to receive a rollover contribution which
is either (a) a direct rollover from an employer's plan or (b) a rollover of an
eligible distribution paid to the investor from an employer's plan or another
IRA. To the extent a rollover contribution is made to an IRA, the distribution
will not be subject to Federal income tax until distributed from the IRA. A
direct rollover generally applies to any distribution from an employer's plan
(including a custodial account under Section 403(b)(7) of the Code, but not an
IRA) other than certain periodic payments, required minimum distributions and
other specified distributions. In a direct rollover, the eligible rollover
distribution is paid directly to the IRA, not to the investor. If, instead, an
investor receives payment of an eligible rollover distribution, all or a
portion of that distribution generally may be rolled over to an IRA within 60
days after receipt of the distribution. Because mandatory Federal income tax
withholding applies to any eligible rollover distribution which is not paid in
a direct rollover, investors should consult their tax advisers or pension
consultants as to the applicable tax rules. If you already have an IRA, you
may have the assets in that IRA transferred directly to an IRA offered by
Waddell & Reed, Inc.

Simplified Employee Pension (SEP) plans and Salary Reduction SEP (SARSEP)
plans. Employers can make contributions to SEP-IRAs established for employees.
An employer may contribute up to 15% of compensation, not to exceed $22,500,
per year for each employee.

Keogh Plans. Keogh plans, which are available to self-employed
individuals, are defined contribution plans that may be either a money purchase
plan or a profit sharing plan. As a general rule, an investor under a defined
contribution Keogh plan can contribute each year up to 25% of his or her annual
earned income, with an annual maximum of $30,000.

457 Plans. If an investor is an employee of a state or local government
or of certain types of charitable organizations, he or she may be able to enter
into a deferred compensation arrangement in accordance with Section 457 of the
Code.
TSAs - Custodial Accounts and Title I Plans. If an investor is an
employee of a public school system or of certain types of charitable
organizations, he or she may be able to enter into a deferred compensation
arrangement through a custodian account under Section 403(b) of the Code. Some
organizations have adopted Title I plans, which are funded by employer
contributions in addition to employee deferrals.

401(k) Plans. With a 401(k) plan, employees can make tax-deferred
contributions into a plan to which the employer may also contribute, usually on
a matching basis. An employee may defer each year up to 25% of compensation,
subject to certain annual maximums, which may be increased each year based on
cost-of-living adjustments.

More detailed information about these arrangements and applicable forms are
available from Waddell & Reed, Inc. These plans may involve complex tax
questions as to premature distributions and other matters. Investors should
consult their tax adviser or pension consultant.

Mandatory Redemption of Certain Small Accounts

The Fund has the right to compel the redemption of shares held under any
account or any plan if the aggregate net asset value of such shares (taken at
cost or value as the Board of Directors may determine) is less than $500. The
Board intends to compel redemptions of accounts, except for retirement plan
accounts, in which the total net asset value is less than $250. Shareholders
have 60 days from the date on which the net asset value falls below $250 to
bring the net asset value above $250 in order to avoid mandatory redemption. A
shareholder may also avoid mandatory redemption by initiating a transaction
which either increases or decreases the net asset value of the account. A
dividend payment does not constitute a shareholder initiated transaction for
the purpose of avoiding mandatory redemption.

DIRECTORS AND OFFICERS

The day-to-day affairs of the Fund are handled by outside organizations
selected by the Board of Directors. The Board of Directors has responsibility
for establishing broad corporate policies for the Fund and for overseeing
overall performance of the selected experts. It has the benefit of advice and
reports from independent counsel and independent auditors.

The principal occupation during at least the past five years of each
Director and officer is given below. Each of the persons listed through and
including Mr. Wright is a member of the Fund's Board of Directors. The other
persons are officers but not Board members. For purposes of this section, the
term "Fund Complex" includes each of the registered investment companies in the
United Group of Mutual Funds, Waddell & Reed Funds, Inc., TMK/United Funds,
Inc., Torchmark Government Securities Fund, Inc. and Torchmark Insured Tax-Free
Fund, Inc. Each of the Fund's Directors is also a Director of each of the
other funds in the Fund Complex and each of its officers is also an officer of
one or more of the funds in the Fund Complex.

RONALD K. RICHEY*
2001 Third Avenue South
Birmingham, Alabama 35233
Chairman of the Board of Directors of the Fund and each of the other funds
in the Fund Complex; Chairman of the Board of Directors of Waddell & Reed
Financial Services, Inc., United Investors Management Company and United
Investors Life Insurance Company; Chairman of the Board of Directors and Chief
Executive Officer of Torchmark Corporation; formerly, Chairman of the Board of
Directors of Waddell & Reed, Inc. Father of Linda Graves, Director of the Fund
and of each of the other funds in the Fund Complex.

KEITH A. TUCKER*
President of the Fund and each of the other funds in the Fund Complex;
President, Chief Executive Officer and Director of Waddell & Reed Financial
Services, Inc.; Chairman of the Board of Directors of WRIMCO, Waddell & Reed,
Inc., Waddell & Reed Services Company, Waddell & Reed Asset Management Company
and Torchmark Distributors, Inc., an affiliate of Waddell & Reed, Inc.; Vice
Chairman of the Board of Directors, Chief Executive Officer and President of
United Investors Management Company; Vice Chairman of the Board of Directors of
Torchmark Corporation; formerly, partner in Trivest, a private investment
concern; formerly, Director of Atlantis Group, Inc., a diversified company.

HENRY L. BELLMON
Route 1
P. O. Box 26
Red Rock, Oklahoma 74651
Rancher; Professor, Oklahoma State University; formerly, Governor of
Oklahoma; prior to his current service as Director of the funds in the United
Group, TMK/United Funds, Inc., Waddell & Reed Funds, Inc., Torchmark Government
Securities Fund, Inc. and Torchmark Insured Tax-Free Fund, Inc., he served in
such capacity for the funds in the United Group and TMK/United Funds, Inc.

DODDS I. BUCHANAN
905 13th Street
Boulder, Colorado 80302
Advisory Director, The Hand Companies; President, Buchanan Ranch Corp.;
formerly, Senior Vice President and Director of Marketing Services, The Meyer
Group of Management Consultants; formerly, Chairman, Department of Marketing,
Transportation and Tourism, University of Colorado; formerly, Professor of
Marketing, College of Business, University of Colorado.

JAY B. DILLINGHAM
926 Livestock Exchange Building
Kansas City, Missouri 64102
Formerly, President and Director of Kansas City Stock Yards Company;
formerly, Partner in Dillingham Farms, a farming operation.

LINDA GRAVES*
1 South West Cedar Crest Road
Topeka, Kansas 66606
First Lady of Kansas; formerly, partner, Levy and Craig, P.C., a law firm.
Daughter of Ronald K. Richey, Chairman of the Board of the Fund and of each of
the other funds in the Fund Complex.

JOHN F. HAYES*
335 N. Washington
Suite 260
Hutchinson, Kansas 67504-2977
Director of Central Bank and Trust; Director of Central Financial
Corporation; formerly, President of Gilliland & Hayes, P.A., a law firm.

GLENDON E. JOHNSON
7300 Corporate Center Drive
P. O. Box 020270
Miami, Florida 33126-1208
Director and Chief Executive Officer of John Alden Financial Corporation
and subsidiaries.

JAMES B. JUDD
No. 1 Ward Parkway
Suite 138
Kansas City, Missouri 64112
Retired; formerly, partner, KPMG Peat Marwick. A petition relating to Mr.
Judd's property was filed under the Federal bankruptcy laws and is now final.

WILLIAM T. MORGAN*
1799 Westridge Road
Los Angeles, California 90049
Retired; formerly, Chairman of the Board of Directors and President of the
Fund and each fund in the Fund Complex then in existence. (Mr. Morgan retired
as Chairman of the Board of Directors and President of the funds in the Fund
Complex then in existence on April 30, 1993); formerly, President, Director and
Chief Executive Officer of WRIMCO and Waddell & Reed, Inc.; formerly, Chairman
of the Board of Directors of Waddell & Reed Services Company; formerly,
Director of Waddell & Reed Asset Management Company, United Investors
Management Company and United Investors Life Insurance Company, affiliates of
Waddell & Reed, Inc.

DOYLE PATTERSON
1030 West 56th Street
Kansas City, Missouri 64113
Associated with Republic Real Estate, engaged in real estate management
and investment; formerly, Director of The Vendo Company, a manufacturer and
distributor of vending machines.

ELEANOR B. SCHWARTZ
5100 Rockhill Road
Kansas City, Missouri 64110
Chancellor, University of Missouri-Kansas City; formerly, Interim
Chancellor, University of Missouri-Kansas City; formerly, Vice Chancellor for
Academic Affairs, University of Missouri-Kansas City.

FREDERICK VOGEL III
1805 West Bradley Road
Milwaukee, Wisconsin 53217
Retired.

PAUL S. WISE
P. O. Box 5248
8648 Silver Saddle Drive
Carefree, Arizona 85377
Director of Potash Corporation of Saskatchewan.

LESLIE S. WRIGHT
2302 Brookshire Place
Birmingham, Alabama 35213
Chancellor of Samford University; formerly, Director of City Federal
Savings and Loan Association; formerly, President of Samford University.

Robert L. Hechler
Vice President and Principal Financial Officer of the Fund and each of the
other funds in the Fund Complex; Vice President, Chief Operations Officer,
Director and Treasurer of Waddell & Reed Financial Services, Inc.; Executive
Vice President, Principal Financial Officer, Director and Treasurer of WRIMCO;
President, Chief Executive Officer, Principal Financial Officer, Director and
Treasurer of Waddell & Reed, Inc.; Director and Treasurer of Waddell & Reed
Asset Management Company; President, Director and Treasurer of Waddell & Reed
Services Company; Vice President, Treasurer and Director of Torchmark
Distributors, Inc.

Henry J. Herrmann
Vice President of the Fund and each of the other funds in the Fund
Complex; Vice President, Chief Investment Officer and Director of Waddell &
Reed Financial Services, Inc.; Director of Waddell & Reed, Inc.; President,
Chief Executive Officer, Chief Investment Officer and Director of WRIMCO and
Waddell & Reed Asset Management Company; Senior Vice President and Chief
Investment Officer of United Investors Management Company.

Theodore W. Howard
Vice President, Treasurer and Principal Accounting Officer of the Fund and
each of the other funds in the Fund Complex; Vice President of Waddell & Reed
Services Company.

Sharon K. Pappas
Vice President, Secretary and General Counsel of the Fund; and each of the
other funds in the Fund Complex; Vice President, Secretary and General Counsel
of Waddell & Reed Financial Services, Inc.; Senior Vice President, Secretary
and General Counsel of WRIMCO and Waddell & Reed, Inc.; Director, Senior Vice
President, Secretary and General Counsel of Waddell & Reed Services Company;
Director, Secretary and General Counsel of Waddell & Reed Asset Management
Company; Vice President, Secretary and General Counsel of Torchmark
Distributors, Inc.; formerly, Assistant General Counsel of WRIMCO, Waddell &
Reed Financial Services, Inc., Waddell & Reed, Inc., Waddell & Reed Asset
Management Company and Waddell & Reed Services Company.

John M. Holliday
Vice President of the Fund and nine other funds in the Fund Complex;
Senior Vice President of WRIMCO; Senior Vice President of Waddell & Reed Asset
Management Company; formerly, Senior Vice President of Waddell & Reed, Inc.

Richard Poettgen
Vice President of the Fund and one other fund in the Fund Complex; Vice
President of WRIMCO; formerly, Vice President of Waddell & Reed, Inc.

The address of each person is 6300 Lamar Avenue, P.O. Box 29217, Shawnee
Mission, Kansas 66201-9217 unless a different address is given.

As of the date of this SAI, five of the Fund's Directors may be deemed to
be "interested persons" as defined in the 1940 Act of its underwriter, Waddell
& Reed, Inc., or of WRIMCO. The Directors who may be deemed to be interested
persons are indicated as such by an asterisk.

The Board of Directors has created an honorary position of Director
Emeritus, which position a director may elect after resignation from the Board
provided the director has attained the age of 75 and has served as a director
of the funds in the United Group for a total of at least five years. A
Director Emeritus receives fees in recognition of his past services whether or
not services are rendered in his capacity as Director Emeritus, but he has no
authority or responsibility with respect to management of the Fund. Currently,
no person serves as Director Emeritus.

The funds in the United Group (with the exception of United Asset Strategy
Fund, Inc.), TMK/United Funds, Inc. and Waddell & Reed Funds, Inc. pay to each
Director a total of $40,000 per year, plus $1,000 for each meeting of the Board
of Directors attended (prior to January 1, 1995, the fee was $500 for each
meeting of the Board of Directors attended) and $500 for each committee meeting
attended which is not in conjunction with a Board of Directors' meeting, other
than Directors who are affiliates of Waddell & Reed, Inc. The fees to the
Directors who receive them are divided among the funds in the United Group
(with the exception of United Asset Strategy Fund, Inc.), TMK/United Funds,
Inc. and Waddell & Reed Funds, Inc. based on their relative size. During the
Fund's fiscal year ended June 30, 1995, the Fund's Directors received the
following fees for service as a director:

COMPENSATION TABLE

Pension
or Retirement Total
Aggregate Benefits Compensation
Compensation Accrued As From Fund
From Part of Fund and Fund
Director Fund Expenses Complex
- -------- ------------ -------------- ------------
Ronald K. Richey $ 0 $0 $ 0
Keith A Tucker 0 0 0
Henry L. Bellmon 1,181 0 43,500
Dodds I. Buchanan 1,181 0 43,500
Jay B. Dillingham 1,181 0 43,500
John F. Hayes 1,181 0 43,500
Glendon E. Johnson 1,181 0 43,500
William T. Morgan 1,181 0 43,500
Doyle Patterson 1,181 0 43,500
Frederick Vogel III 1,181 0 43,500
Paul S. Wise 1,181 0 43,500
Leslie S. Wright 1,127 0 41,500

The officers are paid by Waddell & Reed, Inc. or its affiliates.

Shareholdings

As of August 31, 1995, all of the Fund's Directors and officers as a group
owned less than 1% of the outstanding shares of the Fund. As of such date no
person owned of record or was known by the Fund to own beneficially 5% or more
of the Fund's outstanding shares.

PAYMENTS TO SHAREHOLDERS

General

There are two sources for the payments the Fund makes to you as a
shareholder of a Class of shares of the Fund, other than payments when you
redeem your shares. The first source is the Fund's net investment income,
which is derived from the interest and earned discount on the securities it
holds, less expenses (which will vary by Class) and amortization of any
premium. The second source is realized capital gains, which are derived from
the proceeds received from the sale of securities at a price higher than the
Fund's tax basis (usually cost) in such securities; these gains are expected to
be short-term capital gains. Payments from either net investment income or net
short-term capital gains are called dividends.

On each day, including a Saturday, Sunday or other holiday, a dividend of
all of the net investment income and realized net capital gains of a Class will
be declared. The shares whose holders are entitled to receive dividends are
those held on the Fund's books at the close of business on the prior day.
Thus, dividends are paid on shares starting on the day after they are issued
and on shares the day they are redeemed. See "How to Open An Account" for
information on when shares are issued.

Under the procedures that the Fund's Board of Directors has adopted
relating to "amortized cost" valuation, the calculation of the daily dividend
of a Class will change from that indicated above under certain circumstances.
If on any day there is a deviation of .3 of 1% or more between the net asset
value of a share of a Class of the Fund computed on the amortized cost basis
and that computed on an available market price basis, the amount of the
deviation will be added to or subtracted from the dividend for that Class for
that day if necessary to reduce the per-share value to within .3 of 1% of
$1.00.

If on any day there is insufficient net income to absorb any such
reduction, the Fund's Board of Directors would be required under Rule 2a-7 to
consider taking other action if the deviation after eliminating the dividend
for that day exceeds one-half of 1%. See "Determination of Offering Price."
One of the actions that the Board of Directors might take could be the
elimination or reduction of dividends for more than one day.

Choices You Have on Your Dividends and Distributions

On your application form, you can give instructions that (i) you want cash
for your dividends and distributions, (ii) you want your dividends and
distributions reinvested in shares of the Fund of the same Class as that with
respect to which they were paid, or (iii) you want cash for your dividends and
want your distributions reinvested in shares of the Fund of the same Class as
that with respect to which they were paid. You can change your instructions at
any time. If you give no instructions, your dividends and distributions (if
any) will be reinvested in shares of the Fund of the same Class as that with
respect to which they were paid. All reinvestments are at net asset value.
The net asset value used for this purpose is that computed as of the payment
date for the dividend, although this could be changed by the Board of
Directors.

Even if you get dividends and distributions in cash, you can thereafter
reinvest them (or distributions only) in shares of the Fund of the same Class
as that with respect to which they were paid at net asset value next determined
after receipt by Waddell & Reed, Inc., of the amount clearly identified as a
reinvestment. The reinvestment must be within 45 days after the payment.

TAXES

General

In order to continue to qualify for treatment as a regulated investment
company ("RIC") under the Code, the Fund must distribute to its shareholders
for each taxable year at least 90% 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 must meet several
additional requirements. These requirements include the following: (1) the
Fund must derive at least 90% of its gross income each taxable year from
dividends, interest, payments with respect to securities loans and gains from
the sale or other disposition of securities or foreign currencies, or other
income (including gains from options, futures contracts or forward contracts)
derived with respect to its business of investing in securities or those
currencies ("Income Requirement"); (2) the Fund must derive less than 30% of
its gross income each taxable year from the sale or other disposition of
securities, or any of the following, that were held for less than three months
- -- (i) options, futures contracts or forward contracts or (ii) foreign
currencies (or options, futures contracts or forward contracts thereon) that
are not directly related to the Fund's principal business of investing in
securities (or in options and futures contracts with respect to securities)
("Short-Short Limitation"); (3) at the close of each quarter of the Fund's
taxable year, at least 50% of the value of its total assets must be represented
by cash and cash items, Government Securities, securities of other RICs and
other securities that are limited, in respect of any one issuer, to an amount
that does not exceed 5% of the value of the Fund's total assets and that does
not represent more than 10% of the issuer's outstanding voting securities; and
(4) at the close of each quarter of the Fund's taxable year, not more than 25%
of the value of its total assets may be invested in securities (other than
Government Securities or the securities of other RICs) of any one issuer.

The Fund will be subject to a nondeductible 4% excise tax ("Excise Tax")
to the extent it fails to distribute by the end of any calendar
yearsubstantially all of its ordinary income for that year and capital gain net
income for the one-year period ending on October 31 of that year, plus certain
other amounts. It is the Fund's policy to make sufficient distributions each
year to avoid imposition of the Excise Tax.

PORTFOLIO TRANSACTIONS AND BROKERAGE

One of the duties undertaken by WRIMCO pursuant to the Management
Agreement is to arrange the purchase and sale of securities for the portfolio
of the Fund. Purchases are made directly from issuers or from underwriters,
dealers or banks. Purchases from underwriters include a commission or
concession paid by the issuer to the underwriter. Purchases from dealers will
include the spread between the bid and the asked price. Brokerage commissions
are paid primarily for effecting transactions in securities traded on an
exchange and otherwise only if it appears likely that a better price or
execution can be obtained. The Fund has not effected transactions through
brokers and does not anticipate doing so. The individual who manages the Fund
may manage other advisory accounts with similar investment objectives. It can
be anticipated that the manager will frequently place concurrent orders for all
or most accounts for which the manager has responsibility. Transactions
effected pursuant to such combined orders are averaged as to price and
allocated in accordance with the purchase or sale orders actually placed for
each fund or advisory account.

To effect the portfolio transactions of the Fund, WRIMCO is authorized to
engage brokers-dealers ("brokers") which, in its best judgment based on all
relevant factors, will implement the policy of the Fund to achieve "best
execution" (prompt and reliable execution at the best price obtainable) for
reasonable and competitive commissions. WRIMCO is expected to allocate orders
to brokers or dealers consistent with the interests and policies of the Fund.
Subject to review by the Board of Directors, such policies include the
selection of brokers or dealers which provide research services and other
services including pricing or quotation services directly or through others
("services"). If the execution and price offered by more than one dealer are
comparable, the order may be allocated to a dealer which has provided such
services considered by WRIMCO to be useful or desirable for its investment
management of the Fund and/or the other funds and accounts over which WRIMCO or
its affiliates have investment discretion.

Subject to the foregoing considerations, WRIMCO may also consider the
willingness of particular brokers and dealers to sell shares of the Fund and
other funds managed by WRIMCO and its affiliates as a factor in its selection.
No allocation of brokerage or principal business is made to provide any other
benefits to WRIMCO or its affiliates.

The investment research provided by a particular broker may be useful only
to one or more of the other advisory accounts of WRIMCO and its affiliates and
investment research received for the commissions of those other accounts may be
useful both to the Fund and one or more of such other accounts. To the extent
that electronic or other products provided by such brokers to assist WRIMCO in
making investment management decisions are used for administration or other
non-research purposes, a reasonable allocation of the cost of the product
attributable to its non-research use is made by WRIMCO.

Such investment research (which may be supplied by a third party at the
instance of a broker or dealer) includes information on particular companies
and industries as well as market, economic or institutional activity areas. It
serves to broaden the scope and supplement the research activities of WRIMCO;
serves to make available additional views for consideration and comparisons;
and enables WRIMCO to obtain market information on the price of securities held
in the Fund's portfolio or being considered for purchase.

In placing transactions for the Fund's portfolio, WRIMCO may consider
sales of shares of the Fund and other funds managed by WRIMCO and its
affiliates in the United Group as a factor in the selection of brokers
toexecute portfolio transactions. WRIMCO intends to allocate brokerage on the
basis of this factor only if the sale is $2 million or more and there is no
sales charge. This results in the consideration only of sales which by their
nature would not ordinarily be made by Waddell & Reed, Inc.'s direct sales
force and is done in order to prevent the direct sales force from being
disadvantaged by the fact that it cannot participate in the allocation of Fund
orders for portfolio securities. As of June 30, 1995, the Fund owned Merrill
Lynch and Co., Inc.debt securities in the aggregate amount of $4,984,431.
Merrill Lynch & Co., Inc. is a regular broker of the Fund.

The Fund, WRIMCO and Waddell & Reed, Inc. have adopted a Code of Ethics
which imposes restrictions on the personal investment activities of their
employees, officers and interested directors.

Buying and Selling With Other Funds

The Fund and one or more of the other funds in the United Group,
TMK/United Funds, Inc., Waddell & Reed Funds, Inc., Torchmark Government
Securities Fund, Inc. and Torchmark Insured Tax-Free Fund, Inc. or accounts
over which Waddell & Reed Asset Management Company exercises investment
discretion frequently buy or sell the same securities at the same time. If
this happens, the amount of each purchase or sale is divided. This is done on
the basis of the amount of securities each fund or account wanted to buy or
sell. Sharing in large transactions could affect the price the Fund pays or
receives or the amount it buys or sells. However, sometimes a better
negotiated commission is available.

OTHER INFORMATION

The Shares of the Fund

The Fund offers two Classes of shares: Class A and Class B. Prior to
September 5, 1995, the Fund offered only one Class of shares to the public.
Shares outstanding on that date were designated as Class A shares. Each Class
represents interest in the same assets of the Fund and differ as follows: each
Class of shares has exclusive voting rights on matters pertaining to matters
appropriately limited to that Class; Class B shares are subject to a contingent
deferred sales charge and to an ongoing distribution and service fee; each
Class may bear differing amounts of certain Class-specific expenses; and each
Class has a separate exchange privilege. The Fund does not anticipate that
there will be any conflicts between the interests of holders of the different
Classes of shares of the Fund by virtue of those Classes. On an ongoing basis,
the Board of Directors will consider whether any such conflict exists and, if
so, take appropriate action. Each share of the Fund is entitled to equal
voting, dividend, liquidation and redemption rights, except that due to the
differing expenses borne by the two Classes, dividends and liquidation proceeds
of Class B shares are expected to be lower than for Class A shares of the Fund.
Each fractional share of a Class has the same rights, in proportion, as a full
share of that Class.

APPENDIX A

The following are descriptions of some of the ratings of securities which
the Fund may use. The Fund may also use ratings provided by other nationally
recognized statistical rating organizations in determining the securities
eligible for investment.

DESCRIPTION OF BOND RATINGS

Standard & Poor's Ratings Group. A Standard & Poor's ("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.

The top three rating categories of S&P are described below:

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.

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.

Moody's Investors Service, Inc. A brief description of the applicable
Moody's Investors Service, Inc. ("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.

DESCRIPTION OF NOTE RATINGS

Standard and Poor's Rating's Group. A S&P note rating reflects the
liquidity factors and market access risks unique to notes. Notes maturing in 3
years or less will likely receive a note rating. Notes maturing beyond 3 years
will most likely receive a long-term debt rating. The following criteria will
be used in making that assessment.

--Amortization schedule (the larger the final maturity relative to other
maturities, the more likely the issue is to be treated as a note).
--Source of Payment (the more the issue depends on the market for its
refinancing, the more likely it is to be treated as a note.)

The note rating symbols and definitions are as follows:

SP-1 Strong capacity to pay principal and interest. Issues determined to
possess very strong characteristics are given a plus (+) designation.
SP-2 Satisfactory capacity to pay principal and interest, with some
vulnerability to adverse financial and economic changes over the term
of the notes.
SP-3 Speculative capacity to pay principal and interest.

Moody's Investors Service, Inc. MIS ratings for state and municipal
short-term obligations will be designated Moody's Investment Grade (MIG). This
distinction is in recognition of the differences between short-term credit risk
and long-term risk. Factors affecting the liquidity of the borrower are
uppermost in importance in short-term borrowing, while various factors of major
importance in bond risk are of lesser importance over the short run. Rating
symbols and their meanings follow:

MIG 1 -- This designation denotes best quality. There is present strong
protection by established cash flows, superior liquidity support or
demonstrated broad-based access to the market for refinancing.

MIG 2 -- This designation denotes high quality. Margins of protection are
ample although not so large as in the preceding group.

MIG 3 -- This designation denotes favorable quality. All security
elements are accounted for but this is lacking the undeniable strength of the
preceding grades. Liquidity and cash flow protection may be narrow and market
access for refinancing is likely to be less well established.

MIG 4 -- This designation denotes adequate quality. Protection commonly
regarded as required of an investment security is present and although not
distinctly or predominantly speculative, there is specific risk.

DESCRIPTION OF COMMERCIAL PAPER RATINGS

Standard & Poor's Ratings Group commercial paper rating is a current
assessment of the likelihood of timely payment of debt considered short-term in
the relevant market. Ratings are graded into several categories, ranging from
A-1 for the highest quality obligations to D for the lowest. Issuers rated A
are further referred to by use of numbers 1, 2 and 3 to indicate the relative
degree of safety. Issues assigned an A rating (the highest rating) are
regarded as having the greatest capacity for timely payment. An A-1
designation indicates that the degree of safety regarding timely payment is
strong. Those issues determined to possess extremely strong safety
characteristics are denoted with a plus sign (+) designation. An A-2 rating
indicates that capacity for timely payment is satisfactory; however, the
relative degree of safety is not as high as for issues designated A-1.

Moody's Investors Service, Inc. commercial paper ratings are opinions of
the ability of issuers to repay punctually promissory obligations not having an
original maturity in excess of nine months. MIS employs the designations of
Prime 1, Prime 2 and Prime 3, all judged to be investment grade, to indicate
the relative repayment capacity of rated issuers. Issuers rated Prime 1 have a
superior capacity for repayment of short-term promissory obligations and
repayment capacity will normally be evidenced by (1) lending market positions
in well established industries; (2) high rates of return on Funds employed; (3)
conservative capitalization structures with moderate reliance on debt and ample
asset protection; (4) broad margins in earnings coverage of fixed financial
charges and high internal cash generation; and (5) well established access to a
range of financial markets and assured sources of alternate liquidity. Issuers
rated Prime 2 also have a strong capacity for repayment of short-term
promissory obligations as will normally be evidenced by many of the
characteristics described above for Prime 1 issuers, but to a lesser degree.
Earnings trends and coverage ratios, while sound, will be more subject to
variation; capitalization characteristics, while still appropriate, may be more
affected by external conditions; and ample alternate liquidity is maintained.

<PAGE>
THE INVESTMENTS OF
UNITED CASH MANAGEMENT, INC.
JUNE 30, 1995

Principal
Amount in
Thousands Value

BANK OBLIGATIONS
Certificates of Deposit
Domestic - 3.25%
First National Bank of Chicago,
6.24%, 6-3-96 ......................... $12,000 $ 12,007,726

Yankee - 3.80%
Societe Generale - New York,
6.19%, 6-3-96 ......................... 14,000 14,000,000
Total Certificates of Deposit - 7.05% 26,007,726

Commercial Paper - 0.42%
U.S. Bancorp,
Master Note ........................... 1,546 1,546,000

Notes
Abbey National Treasury Services plc,
7.4%, 12-15-95 ........................ 9,500 9,500,000
Bank One Milwaukee, N.A.,
7.25%, 2-9-96 ......................... 10,000 10,000,000
Comerica Bank,
5.62%, 10-27-95 ....................... 8,000 7,998,495
Total Notes - 7.46% 27,498,495

TOTAL BANK OBLIGATIONS - 14.93% $ 55,052,221
(Cost: $55,052,221)

CORPORATE OBLIGATIONS
Commercial Paper
Automotive - 4.05%
Echlin, Inc.:
5.97%, 7-17-95 ........................ 6,000 5,984,080
6.0%, 7-24-95 ......................... 5,000 4,980,833
6.0%, 7-27-95 ......................... 4,000 3,982,667
Total ................................. 14,947,580

Chemicals Major - 2.14%
Air Products and Chemicals, Inc.,
5.62%, 11-30-95 ....................... 3,000 2,928,813
Hercules, Inc.,
5.89%, 8-22-95 ........................ 5,000 4,957,461
Total ................................. 7,886,274

Consumer Electronics and Appliances - 1.76%
TDK (USA) Corp.,
5.96%, 7-17-95 ........................ 6,500 6,482,782

See Notes to Schedule of Investments on page 47.

<PAGE>
THE INVESTMENTS OF
UNITED CASH MANAGEMENT, INC.
JUNE 30, 1995

Principal
Amount in
Thousands Value

CORPORATE OBLIGATIONS (Continued)
Commercial Paper (Continued)
Drugs and Hospital Supply - 2.25%
Warner-Lambert Company,
5.98%, 7-10-95 ........................ $ 8,300 $ 8,287,592

Financial - 15.92%
B.A.T. Capital Corp.,
5.98%, 7-26-95 ........................ 5,740 5,716,163
BHP Finance (U.S.A.) Inc.,
5.97%, 7-28-95 ........................ 12,000 11,946,270
Bell Atlantic Financial Services, Inc.,
6.0%, 7-25-95 ......................... 10,000 9,960,000
Block Financial Corp.,
6.18%, 7-5-95 ......................... 15,000 14,989,700
Merrill Lynch & Co., Inc.,
5.9%, 7-20-95 ......................... 5,000 4,984,431
PHH Corp.,
5.95%, 7-7-95 ......................... 1,200 1,198,810
Sony Capital Corp.,
5.93%, 8-14-95 ........................ 10,000 9,927,522
Total ................................. 58,722,896

Food and Related - 2.69%
CPC International Inc.,
5.95%, 8-14-95 ........................ 3,485 3,459,656
Golden Peanut Company,
5.95%, 7-21-95 ........................ 6,500 6,478,514
Total ................................. 9,938,170

Public Utilities - Electric - 0.81%
Carolina Power and Light Company,
5.97%, 7-26-95 ........................ 3,000 2,987,563

Publishing and Advertising - 1.63%
Gannett Company, Inc.,
6.2%, 7-3-95 .......................... 6,000 5,997,933

Retailing - 1.08%
Albertson's Inc.,
5.95%, 7-12-95 ........................ 4,000 3,992,728

See Notes to Schedule of Investments on page 47.

<PAGE>
THE INVESTMENTS OF
UNITED CASH MANAGEMENT, INC.
JUNE 30, 1995

Principal
Amount in
Thousands Value

CORPORATE OBLIGATIONS (Continued)
Commercial Paper (Continued)
Telecommunications - 2.27%
GTE Southwest, Inc.,
6.0%, 8-8-95 .......................... $ 4,400 $ 4,372,133
Siemens AG,
6.2%, 7-3-95 .......................... 4,000 3,998,622
Total ................................. 8,370,755

Total Commercial Paper - 34.60% 127,614,273

Commercial Paper (backed by irrevocable
bank letter of credit)
Financial - 3.24%
Omnicom Finance Inc. (Swiss Bank Corp.),
5.95%, 7-28-95 ........................ 12,000 11,946,450

Savings and Loans - 4.06%
Western Financial Savings Bank (Federal
Home Loan Bank of San Francisco),
6.15%, 7-5-95 ......................... 15,000 14,989,750

Total Commercial Paper (backed by irrevocable
bank letter of credit) - 7.30% 26,936,200

Notes
Electrical Equipment - 2.71%
General Electric Capital Corp.,
6.4%, 7-10-95 ......................... 10,000 9,997,344

Financial - 2.71%
Merrill Lynch & Co., Inc.,
6.185%, 8-21-95 ....................... 10,000 10,000,602

Public Utilities - Electric - 2.58%
Georgia Power Co.,
5.125%, 9-1-95 ........................ 9,500 9,488,242

Total Notes - 8.00% 29,486,188

TOTAL CORPORATE OBLIGATIONS - 49.90% $184,036,661
(Cost: $184,036,661)

See Notes to Schedule of Investments on page 47.

<PAGE>
THE INVESTMENTS OF
UNITED CASH MANAGEMENT, INC.
JUNE 30, 1995

Principal
Amount in
Thousands Value

MUNICIPAL OBLIGATIONS
California - 6.75%
Modesto Irrigation District Finance
Authority (Bank of America),
6.02%, 8-18-95 ........................ $15,000 $ 14,879,600
City of Anaheim, California, Certificates
of Participation (1993 Arena Financing
Project), Municipal Adjustable Rate
Taxable Securities (Credit Suisse),
6.2675%, 8-2-95 ....................... 10,000 10,000,000
Total ................................. 24,879,600

Michigan - 4.33%
Michigan Underground Storage Tank Financial
Assurance Authority, State of Michigan,
Series 1 (Canadian Imperial Bank of Commerce),
6.12%, 7-10-95 ........................ 16,000 15,975,520

Missouri - 1.17%
Missouri Economic Development, Export
and Infrastructure Board, Taxable
Industrial Development Revenue Bonds
(Heilig-Meyers Company Project),
Series 1992 (AmSouth Bank N.A.),
6.25%, 7-5-95 ......................... 3,000 3,000,000
The Industrial Development Authority
of the County of St. Louis,
Missouri, Series 1991B (Citibank
of New York),
6.6891%, 7-6-95 ....................... 1,335 1,335,000
Total ................................. 4,335,000

New Hampshire - 2.44%
The Industrial Development Authority
of the State of New Hampshire,
Pollution Control Revenue Bonds
(Public Service Company of New
Hampshire Project-1991 Taxable
Series D and E) (Barclays Bank),
6.125%, 7-5-95 ........................ 9,000 9,000,000

New York - 5.02%
Health Insurance Plan of Greater New York
(Morgan Guaranty Trust Company of New York),
6.17%, 7-5-95 ......................... 18,500 18,500,000

See Notes to Schedule of Investments on page 47.

<PAGE>
THE INVESTMENTS OF
UNITED CASH MANAGEMENT, INC.
JUNE 30, 1995

Principal
Amount in
Thousands Value

MUNICIPAL OBLIGATIONS (Continued)
Texas - 2.70%
Metrocrest Hospital Authority, Series 1989A
(The Bank of New York),
6.1216%, 8-1-95 ....................... $10,000 $ 9,947,286

TOTAL MUNICIPAL OBLIGATIONS - 22.41% $ 82,637,406
(Cost: $82,637,406)

UNITED STATES GOVERNMENT OBLIGATIONS
Federal Home Loan Banks,
6.4%, 7-10-95 ......................... 14,000 14,000,000
Federal Home Loan Mortgage Corporation,
6.45%, 9-7-95 ......................... 10,000 10,000,000
Federal National Mortgage Association,
6.4%, 9-20-95 ......................... 9,500 9,500,000
Student Loan Management Association,
5.81%, 7-5-95 ......................... 15,000 15,000,000

TOTAL UNITED STATES GOVERNMENT
OBLIGATIONS - 13.15% $ 48,500,000
(Cost: $48,500,000)

TOTAL INVESTMENT SECURITIES - 100.39% $370,226,288
(Cost: $370,226,288)

LIABILITIES, NET OF CASH AND OTHER ASSETS - (0.39%) (1,426,428)

NET ASSETS - 100.00% $368,799,860

Notes to Schedule of Investments

Cost of investments owned is the same as that used for Federal income tax
purposes.

See Note 1 to financial statements for security valuation and other significant
accounting policies concerning investments.

<PAGE>
UNITED CASH MANAGEMENT, INC.
STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 1995

Assets
Investment securities - at value (Note 1) ........ $370,226,288
Cash ............................................ 1,589,448
Receivables:
Interest ........................................ 1,982,754
Fund shares sold ................................ 755,521
Prepaid insurance premium ........................ 25,436
------------
Total assets .................................. 374,579,447
------------
Liabilities
Payable for Fund shares redeemed ................. 5,454,737
Dividends payable ................................ 163,486
Accrued transfer agency and dividend disbursing .. 136,954
Accrued accounting services fee .................. 5,000
Other ............................................ 19,410
------------
Total liabilities ............................. 5,779,587
------------
Total net assets ............................. $368,799,860
============
Net Assets
$0.01 par value capital stock, authorized --
5,000,000,000; shares outstanding -- 368,799,860
Capital stock ................................... $ 3,687,999
Additional paid-in capital ...................... 365,111,861
------------
Net assets applicable to outstanding
units of capital ............................. $368,799,860
============
Net asset value, redemption and offering price
per share ........................................ $1.00
=====

See notes to financial statements.

<PAGE>
UNITED CASH MANAGEMENT, INC.
STATEMENT OF OPERATIONS
For the Fiscal Year Ended JUNE 30, 1995

Investment Income
Interest ......................................... $18,965,754
-----------
Expenses (Note 2):
Transfer agency and dividend disbursing ......... 1,592,738
Investment management fee ....................... 1,398,085
Custodian fees .................................. 46,820
Accounting services fee ......................... 51,667
Audit fees ...................................... 20,646
Legal fees ...................................... 9,608
Other ........................................... 143,865
----------
Total expenses ................................ 3,263,429
----------
Net investment income ........................ 15,702,325
----------
Net increase in net assets resulting
from operations ........................... $15,702,325
==========

See notes to financial statements.

<PAGE>
UNITED CASH MANAGEMENT, INC.
STATEMENT OF CHANGES IN NET ASSETS

For the fiscal year ended
June 30,
-------------------------
1995 1994
------------- ------------
Increase (Decrease) in Net Assets
Operations:
Net investment income ..............$ 15,702,325 $ 8,253,754
------------ ------------
Net increase in net assets
resulting from operations ....... 15,702,325 8,253,754
------------ ------------
Dividends to shareholders
from net investment income* ........ (15,702,325) (8,253,754)
------------ ------------
Capital share transactions:
Proceeds from sale of shares
(845,981,959 and 421,971,836
shares, respectively) ............ 845,981,959 421,971,836
Proceeds from reinvestment of
dividends (15,306,048 and
8,072,255 shares, respectively) ... 15,306,048 8,072,255
Payments for shares redeemed
(809,407,787 and 463,748,538
shares, respectively) ............(809,407,787) (463,748,538)
------------ ------------
Net increase (decrease) in net
assets resulting from capital
share transactions .............. 51,880,220 (33,704,447)
------------ ------------
Total increase (decrease) ....... 51,880,220 (33,704,447)

Net Assets
Beginning of period ................. 316,919,640 350,624,087
------------ ------------
End of period .......................$368,799,860 $316,919,640
============ ============
Undistributed net investment
income ........................... $--- $---
==== ====

*See "Financial Highlights" on page 51.

See notes to financial statements.

<PAGE>
UNITED CASH MANAGEMENT, INC.
FINANCIAL HIGHLIGHTS
For a Share of Capital Stock Outstanding
Throughout Each Period:

For the fiscal year ended June 30,
---------------------------------------------
1995 1994 1993 1992 1991
------- ------- ------- ------- -------
Net asset value,
beginning of
period ........... $1.00 $1.00 $1.00 $1.00 $1.00
------- ------- ------- ------- -------
Net investment
income ........... 0.0465 0.0252 0.0251 0.0434 0.0665
Less dividends
declared ......... (0.0465)(0.0252)(0.0251)(0.0434)(0.0665)
------- ------- ------- ------- -------
Net asset value,
end of period .... $1.00 $1.00 $1.00 $1.00 $1.00
======= ======= ======= ======= =======
Total return........ 4.74% 2.55% 2.57% 4.41% 6.89%
Net assets, end of
period (000
omitted) ......... $368,800$316,920$350,624$448,127$579,944
Ratio of expenses to
average net
assets ........... 0.97% 1.04% 1.06% 0.99% 0.95%
Ratio of net
investment income
to average net
assets ........... 4.68% 2.51% 2.56% 4.36% 6.65%

See notes to financial statements.

<PAGE>
UNITED CASH MANAGEMENT, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1995

NOTE 1 -- Significant Accounting Policies

NOTE 2 -- Investment Management and Payments to Affiliated Persons

The Fund pays a fee for investment management services. The fee is
computed daily based on the net asset value at the close of business. The fee
consists of a "Group" fee computed each day on the combined net asset values of
all of the funds in the United Group of mutual funds (approximately $12.1
billion of combined net assets at June 30, 1995) at annual rates of .51% of the
first $750 million of combined net assets, .49% on that amount between $750
million and $1.5 billion, .47% between $1.5 billion and $2.25 billion, .45%
between $2.25 billion and $3 billion, .43% between $3 billion and $3.75
billion, .40% between $3.75 billion and $7.5 billion, .38% between $7.5 billion
and $12 billion, and .36% of that amount over $12 billion. The Fund accrues
and pays this fee daily.

The Fund paid Directors' fees of $12,071.

<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of
United Cash Management, Inc.

In our opinion, the accompanying statement of assets and liabilities, including
the schedule of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of United Cash Management, Inc. (the
"Fund") at June 30, 1995, the results of its operations for the year then ended
and the changes in its net assets and the financial highlights for the periods
indicated, in conformity with generally accepted accounting principles. These
financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Fund's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in
accordance with generally accepted auditing standards which require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits, which included
confirmation of securities at June 30, 1995 by correspondence with the
custodian, provide a reasonable basis for the opinion expressed above.

Price Waterhouse LLP
Kansas City, Missouri
August 4, 1995

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