UNITED CASH MANAGEMENT INC, 497, 1999-09-24

UNITED CASH MANAGEMENT INC
497, 1999-09-24

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United Cash Management, Inc.
Class A Shares
Class B Shares
Class C Shares

This Fund 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.

The Securities and Exchange Commission has not approved or disapproved the
Fund's securities, or determined whether this Prospectus is accurate or
adequate. It is a criminal offense to state otherwise.

Prospectus
September 20, 1999

<PAGE>

T A B L E O F C O N T E N T S

<TABLE>
<S> <C>
AN OVERVIEW OF THE FUND 3
---------------------------------------------------------------
PERFORMANCE 5
---------------------------------------------------------------
FEES AND EXPENSES 7
---------------------------------------------------------------
THE INVESTMENT PRINCIPLES OF THE FUND 9
---------------------------------------------------------------
Investment Goal, Principal Strategies
and Other Investments 9
------------------------------------------------------------
Risk Considerations of Principal
Strategies and Other Investments 10
------------------------------------------------------------
Year 2000 Issue 11
------------------------------------------------------------
YOUR ACCOUNT 12
---------------------------------------------------------------
Choosing a Share Class 12
------------------------------------------------------------
Ways to Set Up Your Account 16
------------------------------------------------------------
Buying Shares 18
------------------------------------------------------------
Minimum Investments 20
------------------------------------------------------------
Adding to Your Account 20
------------------------------------------------------------
Selling Shares 20
------------------------------------------------------------
Telephone Transactions 24
------------------------------------------------------------
Shareholder Services 24
------------------------------------------------------------
Personal Service 24
---------------------------------------------------------
Reports 24
---------------------------------------------------------
Exchanges 25
---------------------------------------------------------
Automatic Transactions 25
---------------------------------------------------------
Distributions and Taxes 26
------------------------------------------------------------
Distributions 26
---------------------------------------------------------
Taxes 27
---------------------------------------------------------
THE MANAGEMENT OF THE FUND 29
---------------------------------------------------------------
Portfolio Management 29
------------------------------------------------------------
Management Fee 29
------------------------------------------------------------
FINANCIAL HIGHLIGHTS 31
---------------------------------------------------------------
</TABLE>
<PAGE>

An Overview of the Fund

[leaf graphic]

Goal

United Cash Management, Inc. (the "Fund") seeks maximum current income
consistent with stability of principal.

Principal Strategies

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

Principal Risks of Investing in the Fund

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

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

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

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

o the skill of WRIMCO in evaluating and managing the interest rate and credit
risks of the Fund.

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

3
<PAGE>

Who May Want to Invest

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

4
<PAGE>

Performance

[leaf graphic]

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

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

o The performance table shows Class A average annual total returns. No
performance information is provided for Class B or Class C shares since these
classes do not have annual returns for at least a calendar year.

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

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

[bar chart]
CHART OF YEAR-BY-YEAR RETURNS
as of December 31 each year (%)

'89 -- 8.76%
'90 -- 7.77%
'91 -- 5.65%
'92 -- 3.16%
'93 -- 2.38%
'94 -- 3.47%
'95 -- 5.30%
'96 -- 4.74%
'97 -- 4.91%
'98 -- 4.97%

In the period shown in the chart, the highest quarterly return was 2.29% (the
second quarter of 1989) and the lowest quarterly return was 0.54% (the first
quarter of 1994). The Class A return for the year through June 30, 1999 was
2.09%.

5
<PAGE>

AVERAGE ANNUAL TOTAL RETURNS
as of December 31 (%)

<TABLE>
<CAPTION>
- ----------------------------------------------------------------
1 Year 5 Years 10 Years
- ----------------------------------------------------------------
<S> <C> <C> <C>
Class A Shares of the Fund 4.97% 4.78% 5.09%
</TABLE>

6
<PAGE>

Fees and Expenses

[leaf graphic]

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

<TABLE>
<CAPTION>
Shareholder Fees
(fees paid directly from Class A Class B Class C
your investment) Shares Shares Shares
<S> <C> <C> <C>
Maximum Sales Charge
(Load) Imposed on
Purchases (as a percentage
of offering price) None None None

Maximum Deferred Sales
Charge (Load)(1)
(as a percentage of lesser
of amount invested or
redemption value) None 5% 1%

Annual Fund Operating Expenses(2)
(expenses that are deducted from Fund assets)

Management Fees 0.40% 0.40% 0.40%

Distribution and
Service (12b-1) Fees(3) None 1.00% 1.00%

Other Expenses 0.44% 0.44% 0.44%

Total Annual Fund
Operating Expenses 0.84% 1.84% 1.84%
</TABLE>

(1)The contingent deferred sales charge ("CDSC") which is imposed on the lesser
of amount invested or redemption value of Class B shares declines from 5% for
redemptions made within the first calendar year of purchase, to 4% for
redemptions made within the second calendar year, to 3% for redemptions made
within the third and fourth calendar years, to 2% for redemptions made within
the fifth calendar year, to 1% for redemptions made within the sixth calendar
year and to 0% for redemptions made after the sixth calendar year. Please note
that the CDSC is not based on the length of time that shares are held. Instead,
the CDSC is based on the calendar year of purchase and the calendar year of
redemption. For Class C shares a 1% CDSC applies to the lesser of amount
invested or redemption value of Class C shares redeemed within 12 months.

(2)Management Fees and Total Annual Fund Operating Expenses have been restated
to reflect the change in management fees effective June 30, 1999; otherwise,
expense ratios are based on other Fund-level expenses of the Fund for the fiscal
year ended June 30, 1999, and for Class B and Class C, the expenses attributable
to each class that are anticipated for the current year. Actual expenses may be
greater or less than those shown.

(3)It is possible that long-term Class B and Class C shareholders of the Fund
may bear 12b-1 distribution fees that are more than the maximum asset-based
sales charge permitted under the rules of the National Association of Securities
Dealers, Inc.

7
<PAGE>

Example

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

<TABLE>
<CAPTION>
If shares are redeemed
at end of period: 1 year 3 years 5 years 10 years
<S> <C> <C> <C> <C>
Class A Shares $ 86 $268 $ 466 $1,037

Class B Shares $587 $879 $1,095 $1,832*

Class C Shares $287 $579 $ 995 $2,159

If shares are not
redeemed at end
of period: 1 year 3 years 5 years 10 years

Class A Shares $ 86 $268 $ 466 $1,037

Class B Shares $187 $579 $ 995 $1,832*

Class C Shares $187 $579 $ 995 $2,159
</TABLE>

*Reflects annual operating expenses of Class A after conversion of Class B
shares into Class A shares at the end of the seventh calendar year following
the first calendar year of purchase.

8
<PAGE>

The Investment Principles of the Fund

[leaf graphic]

Investment Goal, Principal Strategies and Other Investments

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

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

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

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

o commercial paper;

o corporate debt obligations, including variable amount master demand notes;

o Canadian government obligations; and

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

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

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

o the credit quality of the particular issuer or guarantor of the security;

o the maturity of the security; and

o the relative value of the security.

9
<PAGE>

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

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

Risk Considerations of Principal Strategies and Other Investments

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

o Market risk is the possibility of a change in the price of the security
because of market factors including changes in interest rates. Bonds with
longer maturities are more interest-rate sensitive. For example, if interest
rates increase, the value of a bond with a longer maturity is more likely to
decrease.

o Financial risk is based on the financial situation of the issuer of the
security. The financial risk of the Fund depends on the credit quality of the
underlying securities in which it invests.

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

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

10
<PAGE>

Year 2000 Issue

Like other mutual funds, financial and business organizations and individuals
around the world, the Fund could be adversely affected if the computer systems
used by WRIMCO and the Fund's other service providers do not properly process
and calculate date-related information and data from and after January 1, 2000.
WRIMCO is taking steps that it believes are reasonably designed to address Year
2000 computer-related problems with respect to the computer systems that it
uses and to obtain assurances that comparable steps are being taken by the
Fund's other major service providers. Although there can be no assurances,
WRIMCO believes these steps will be sufficient to avoid any adverse impact on
the Fund. Similarly, the companies and other issuers in which the Fund invests
could be adversely affected by Year 2000 computer-related problems, and there
can be no assurance that the steps taken, if any, by these issuers will be
sufficient to avoid any adverse impact on the Fund.

11
<PAGE>

Your Account

[leaf graphic]

Choosing a Share Class

This Prospectus offers three classes of shares for the Fund: Class A, Class B
and Class C. Each class has its own sales charge, if any, and expense
structure. The decision as to which class of shares is best suited to your
needs depends on a number of factors that you should discuss with your
financial advisor. Some factors to consider are how much you plan to invest and
how long you plan to hold your investment. For example, if you are investing a
substantial amount and plan to hold your shares for a long time, Class A shares
may be the most appropriate for you. Purchase of Class A Shares are made
without a sales charge and do not require the Funds Plus Service to be
established.

Class B and Class C shares are designed or intended for shareholders who plan
to exchange to or from the same class of shares in other funds in the United
Group. You may purchase Class B shares and Class C shares only by exchange, at
NAV, of Class B shares or Class C shares of other funds in the United Group or
you may purchase directly if you have established Funds Plus Service, a regular
investment plan to systematically exchange into Class B or Class C shares of
one or more funds in the United Group.

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

12
<PAGE>

General Comparison of Classes of Shares

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
Class A Class B Class C
- -----------------------------------------------------------------------------------
<S> <C> <C>
No initial sales charge No initial sales charge No initial sales charge

Funds Plus Service Funds Plus Service Funds Plus Service
optional required for direct required for direct
investment investment

No deferred sales Deferred sales charge on A 1% deferred sales
charge shares you sell within six charge on shares you
calendar years sell within twelve months

No distribution and Maximum distribution Maximum distribution
service (12b-1) fees and service (12b-1) fees and service (12b-1) fees
of 1.00% of 1.00%

For an investment of Converts to Class A shares Does not convert to
$2,000,000 or more by the end of the seventh Class A shares, so
Waddell & Reed calendar year following annual expenses do
financial advisors will the year of purchase, thus not decrease
recommend purchase reducing future annual
of Class A shares due expenses Can exchange into any
to no sales charge and Can exchange into any fund in the United
lower annual expenses fund in the United Group of Funds without
on Class A shares of Group of Funds without a deferred sales charge
other Funds in the a deferred sales charge
United Group
For an investment of
$300,000 or more Waddell
& Reed financial advisors
often may recommend
purchase of Class A shares
due to a reduced sales
charge and lower annual
expenses on Class A
shares of other Funds in
the United Group
</TABLE>

The Fund has adopted a Distribution and Service Plan ("Plan") pursuant to Rule
12b-1 under the 1940 Act, for its Class B and Class C shares. Under each Plan,
the Fund may pay Waddell & Reed, Inc., on an annual basis, a service fee of up
to 0.25% of the average daily net assets of the affected class to compensate
Waddell & Reed, Inc. for providing service to shareholders of that class and/or
maintaining shareholder accounts for that class and a distribution fee of up to
0.75% of the average daily net assets of the class to compensate Waddell &
Reed, Inc. for distributing shares of that class. Because a class's fees are
paid out of the assets of that class on an ongoing basis, over time these fees
will increase the cost of your investment and may cost you more than paying
other types of sales charges.

Class A shares are sold without a sales charge.

13
<PAGE>

Contingent Deferred Sales Charge. A contingent deferred sales charge ("CDSC")
may be assessed against your redemption amount of Class B or Class C shares and
paid to Waddell & Reed, Inc. (the "Distributor"), as further described below.
The purpose of the CDSC is to compensate the Distributor for the costs incurred
by it in connection with the sale of the Fund's Class B and Class C shares. The
CDSC will not be imposed on shares of that class representing payment of
dividends or distributions on amounts which represent an increase in the value
of a shareholder's account resulting from capital appreciation above the amount
paid for shares of that class purchased during the CDSC period. For Class B
shares, the date of redemption is measured, in calendar years, from the first
calendar year of purchase. For example, if a shareholder opens an account on
November 1, 1999, then redeems all shares on March 1, 2000, the shareholder
would pay a CDSC of 4%, the rate applicable to redemptions made within the
second full calendar year of purchase. Please note that the CDSC is not based
on the length of time that shares are held. Instead, the CDSC is based on the
calendar year of purchase and the calendar year of redemption. The CDSC is
applied to the lesser of amount invested or redemption value.

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

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

Class B shares are not subject to a sales charge when you buy them. You must
establish a Funds Plus Service plan upon direct purchase of Class B shares.
Funds Plus Service is not required if shares are acquired by exchange of Class
B shares of another fund in the United Group. You may pay a CDSC if you sell
your Class B shares within six calendar years of their purchase, based on the
table below. Class B shares pay an annual 12b-1 service fee of up to 0.25% of
average net assets and a distribution fee of up to 0.75% of average net assets.
Over time, these fees will increase the cost of your investment and may cost
you more than if you had bought Class A shares. Class B shares will
automatically convert to Class A shares of the Fund by the end of the seventh

14
<PAGE>

calendar year following the year in which the shares were purchased. The Class
A shares have lower ongoing expenses.

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

<TABLE>
<CAPTION>
- ----------------------------------------------------
Deferred
Sales
Date of Redemption Charge
- ----------------------------------------------------
<S> <C>
anytime within 1st calendar year 5%
anytime within 2nd calendar year 4%
anytime within 3rd calendar year 3%
anytime within 4th calendar year 3%
anytime within 5th calendar year 2%
anytime within 6th calendar year 1%
after 6th calendar year 0%
</TABLE>

All Class B investments made during a calendar year are deemed a single
investment during that calendar year for purposes of calculating the CDSC.

Class C shares are not subject to a sales charge when you buy them. You must
establish a Funds Plus Service plan upon direct purchase of Class C shares.
Funds Plus Service is not required if shares are acquired by exchange of Class
C shares of another fund in the United Group. If you sell your Class C shares
within twelve months of buying them, you will pay a 1% CDSC. For purposes of
the CDSC, purchases of Class C shares within a month will be considered as
being purchased on the first day of the month. These shares pay an annual 12b-1
service fee of up to 0.25% of average net assets and a distribution fee of up
to 0.75% of average net assets. Over time, these fees will increase the cost of
your investment and may cost you more than if you had bought Class A shares.
These shares do not convert to any other class.

For Class C shares, the CDSC will be applied to the total amount invested that
has been held for twelve months or less.

The CDSC, for Class B or Class C shares, will not apply in the following
circumstances:

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

15
<PAGE>

o redemptions of shares made to satisfy required minimum distributions after age
70-1/2 from a qualified retirement plan, a required minimum distribution from
an individual retirement account, Keogh plan, 457 Plan, or custodial account
under section 403(b)(7) of the Internal Revenue Code of 1986, as amended
("Code"), a tax-free return of an excess contribution, or that otherwise
results from the death or disability of the employee, as well as in connection
with redemptions by any tax-exempt employee benefit plan for which, as a
result of a subsequent law or legislation, the continuation of its investment
would be improper.

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

o redemptions the proceeds of which are reinvested in shares (must be reinvested
in the same class as that which was redeemed) of the Fund within thirty days
after such redemption.

o the exercise of certain exchange privileges.

o redemptions effected pursuant to the Fund's right to liquidate a shareholder's
shares if the aggregate NAV of those shares is less than $250.

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

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

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

Ways to Set Up Your Account
Individual or Joint Tenants

For your general investment needs

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

Business or Organization

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

16
<PAGE>

Retirement

To shelter your retirement savings from taxes

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

o Individual Retirement Accounts (IRAs) allow an individual under 70-1/2, with
earned income, to invest up to $2,000 per tax year. The maximum annual
contribution for an investor and his or her spouse is $4,000 ($2,000 for each
spouse) or, if less, the couple's combined earned income for the taxable year.

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

o Roth IRAs allow certain individuals to make nondeductible contributions up to
$2,000 per year. Withdrawals of earnings may be tax free if the account is at
least five years old and certain other requirements are met.

o Education IRAs are established for the benefit of a minor, with nondeductible
contributions, and permit tax-free withdrawals to pay the higher education
expenses of the beneficiary.

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

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

o Pension and Profit-Sharing Plans, including 401(k) Plans, allow corporations
and nongovernmental tax-exempt organizations of all sizes and/or their
employees to contribute a percentage of the employees' wages or other amounts
on a tax-deferred basis. These accounts need to be established by the
administrator or trustee of the plan.

o 403(b) Custodial Accounts are available to employees of public school systems
or certain types of charitable organizations.

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

o Savings Incentive Match Plans for Employees (SIMPLE Plans) can be established
by small employers to contribute to their employees' retirement accounts and
generally involve fewer administrative requirements than 401(k) or other
qualified plans.

17
<PAGE>

Gifts or Transfers to a Minor

To invest for a child's education or other future needs

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

Trust

For money being invested by a trust

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

Buying Shares

You may buy Class A, Class B and Class C shares of the Fund through Waddell &
Reed, Inc. and its financial advisors. To open your account you must complete
and sign an application. If you purchase Class B or Class C shares directly
rather than by exchange, you must establish a Funds Plus Service Plan. Your
Waddell & Reed financial advisor can help you with any questions you might
have.

To purchase any class of shares by check, make your check, money order, Federal
Reserve draft or other negotiable bank draft payable to Waddell & Reed, Inc.
Mail the check, money order or draft, along with your completed application,
to:

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

To purchase Class A shares by wire, you must first obtain an account number by
calling 1-800-366-5465, then mail a completed application to Waddell & Reed,
Inc., P.O. Box 29217, Shawnee Mission, Kansas 66201-9217, or fax it to
913-236-5044. Instruct your bank to wire the amount you wish to invest, along
with the account number and registration, to UMB Bank, n.a., ABA Number
101000695, United K.C., for United Cash Management, Inc., FBO Customer Name and
Account Number.

18
<PAGE>

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

The offering price of a share (the price to buy one share of a particular
class) is the next NAV calculated per share of that class.

The NAV of each class will normally remain fixed at $1.00 per share.

The NAV per share is based on a valuation of the Fund's investments at
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.

The Fund is open for business each day the New York Stock Exchange (the "NYSE")
is open. The Fund normally calculates the NAVs of its shares as of the close of
business of the NYSE, normally 4 p.m. Eastern time.

When you place an order to buy shares, your order will be processed at the next
offering price calculated after your order is received and accepted. Note the
following:

o Orders are accepted only at the home office of Waddell & Reed, Inc.

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

o Dividends do not accrue 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.

o If you buy shares by check, and then sell those shares by any method other
than by exchange to another fund in the United Group, the payment may be
delayed for up to ten days to ensure that your previous investment has
cleared.

o The Fund does not issue certificates representing Class B or Class C shares of
the Fund and does not normally issue certificates representing Class A shares.

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

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

19
<PAGE>

Minimum Investments

<TABLE>
<CAPTION>
<S> <C>
To Open an Account $1,000

For certain exchanges $100

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

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

To Add to an Account Any amount

For Automatic Investment Service $25
</TABLE>

Adding to Your Account

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

To add to your Class A account by wire: Instruct your bank to wire the amount
you wish to invest, along with the account number and registration, to UMB
Bank, n.a. ("Bank"), ABA Number 101000695, United K.C., for United Cash
Management, Inc., FBO Customer Name and Account Number.

To add to your account by mail: Make your check, money order, Federal Reserve
draft or other negotiable bank draft payable to Waddell & Reed, Inc. Mail the
check, money order or other draft to Waddell & Reed, Inc., along with a letter
stating your account number, the account registration and the class of shares
that you wish to purchase.

Selling Shares

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

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

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

o the name on the account registration;

o the Fund's name;

20
<PAGE>

o the Fund account number;

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

o any other applicable requirements listed in the table below.

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

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

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

To sell Class A shares by check: If you have elected this method in your
application or by subsequent authorization, the Fund will provide you with
forms of checks drawn on the Bank. You may make these checks payable to the
order of any payee in any amount of $250 or more.

When you place an order to sell shares, your shares will be sold at the next
NAV calculated, subject to any applicable CDSC, after receipt of a written
request for redemption in good order by Waddell & Reed Services Company at the
address listed above. Note the following:

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

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

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

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

21
<PAGE>

o Payment is normally made in cash, although under extraordinary conditions
redemptions may be made in portfolio securities.

o Redemption by check writing is not available for certain retirement plan
accounts nor is it available for Class B or Class C accounts.

o If you have elected the check writing privilege, the Bank will request that
the Fund redeem a sufficient number of full and fractional Class A shares in
your account to cover the amount of the check when a check is presented to the
Bank for payment. 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 the
checks. Checks may be dishonored if shares were recently purchased as
discussed above or if the NAV per share has declined so that there are
insufficient shares to be redeemed to cover the amount of the check.

o There is no additional charge for maintaining the check writing privilege or
for processing checks.

o As with any redemption of shares, redemption by check writing may, for Federal
income tax purposes, result in a capital gain or loss on shares redeemed.

22
<PAGE>

Special Requirements for Selling Shares

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Account Type Special Requirements
- -------------------------------------------------------------------------------
<S> <C>

Individual or Joint The written instructions must be signed by all
Tenant persons required to sign for transactions, exactly as
their names appear on the account.

Sole Proprietorship The written instructions must be signed by the
individual owner of the business.

UGMA, UTMA The custodian must sign the written instructions
indicating capacity as custodian.

Retirement Account The written instructions must be signed by a
properly authorized person.

Trust The trustee must sign the written instructions
indicating capacity as trustee. If the trustee's name is
not in the account registration, provide a currently
certified copy of the trust document.

Business or At least one person authorized by corporate
Organization resolution to act on the account must sign the
written instructions.

Conservator, Guardian The written instructions must be signed by the
or Other Fiduciary person properly authorized by court order to act in
the particular fiduciary capacity.
</TABLE>

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

o a redemption request made by a corporation, partnership or fiduciary;

o a redemption request made by someone other than the owner of record; or

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

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

The Fund reserves the right to redeem at NAV all of your Fund shares, except
those in retirement plan accounts, if their aggregate NAV is less than $250.
The Fund will give you notice and a 60-day opportunity to purchase a sufficient
number of additional shares to bring the aggregate NAV of your account to $250.
The Fund has the right to charge a fee of $1.75 per month on all accounts with
a NAV of less than $250, except for retirement plan accounts and accounts with
an increase or decrease in NAV within 60 days of such determination.

The deferred sales charge will not apply to the proceeds of Class B or Class C
shares which are redeemed and then reinvested in

23
<PAGE>

Class B or Class C shares, as applicable, within thirty days after such
redemption. The Distributor will, with your reinvestment, restore an amount
equal to the deferred sales charge attributable to the amount reinvested by
adding the deferred sales charge amount to your reinvestment. You may do this
only once as to Class B shares of the Fund and once as to Class C shares of the
Fund. For purposes of determining future sales charges, the reinvestment will
be treated as a new investment.

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.

Shareholder Services

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

Personal Service

Your local Waddell & Reed financial advisor is available to provide personal
service. Additionally, a toll-free call, 1-800-366-5465, connects you to a
Customer Service Representative or our automated customer telephone service.
During normal business hours, our Customer Service staff is available to answer
your questions or update your account records. At almost any time of the day or
night, you may access your account information from a touch-tone phone, or from
our web site, www.waddell.com, to:

o obtain information about your accounts;

o obtain price information about other funds in the United Group;

o request duplicate statements; and

o reorder checks (not currently available via the web site).

24
<PAGE>

Reports

Statements and reports sent to you include the following:

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

o year-to-date statements (quarterly)

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

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

Exchanges

You may sell your Class A, B or Class C shares and buy shares of the same class
of other funds in the United Group without the payment of a sales charge if you
have already paid a sales charge when you purchased the Class A shares or
without payment of a CDSC when you exchange Class B or Class C shares. For
Class B or Class C shares, the time period for the CDSC will continue to run.
In addition, exchanging Class Y shareholders of another fund in the United
Group may buy Class A shares of the Fund.

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

The Fund reserves the right to terminate or modify these exchange privileges at
any time, upon notice in certain instances.

Automatic Transactions

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

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

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

25
<PAGE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Regular Investment Plans
- --------------------------------------------------------------------------------
<S> <C>
Automatic Investment Service
To move money from your bank account to an existing Fund account

Minimum Amount Minimum Frequency
$25 Monthly

Funds Plus Service
To move money from the Fund to other funds in the United Group whether in the
same or a different account of the same class

Minimum Amount Minimum Frequency
$100 Monthly
</TABLE>

Distributions and Taxes

Distributions

The Fund distributes substantially all of its net investment income and net
capital gains to shareholders each year. Usually, dividends are declared daily
and the Fund distributes net investment income monthly on the 27th day of the
month or on the last business day prior to the 27th if the 27th falls on a
weekend or holiday. Dividends declared for a particular day are paid to
shareholders of record on the prior business day. However, dividends declared
for Saturday and Sunday are paid to shareholders of record on the preceding
Thursday. Dividends for each class are distributed from the Fund's net
investment income, which includes accrued interest, earned discount, dividends
and other income earned on portfolio assets less expenses of that class. The
Fund distributes its net short-term capital gains annually but may make more
frequent distributions of such gains if necessary to maintain its NAV per share
at $1.00. 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 completely redeemed, any declared but unpaid dividends on those
shares will be paid at the time of redemption.

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

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

26
<PAGE>

2. Income-Earned Option. Your capital gains and other distributions with
respect to a class will be automatically paid in shares of the same class,
but you will be sent a check for each dividend distribution. However, if
the dividend distribution is less than five dollars, the distribution will
be automatically paid in additional shares of the same class of the Fund.

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

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

Taxes

As with any investment, you should consider how your investment in the Fund
will be taxed. If your account is not a tax-deferred retirement account, you
should be aware of the following tax implications:

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

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

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

27
<PAGE>

realized gains on the sale of those securities are fully subject to those
taxes. You should consult your tax adviser to determine the taxability of
dividends and other distributions by the Fund in your state and locality.

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

28
<PAGE>

The Management of the Fund

[leaf graphic]

Portfolio Management

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

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

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

Management Fee

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

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

The management fee is payable by the Fund at the annual rate of 0.40% of net
assets.

29
<PAGE>

Prior to June 30, 1999, the management fee of the Fund was a group fee
determined on the basis of the combined NAVs of all the funds in the United
Group and then allocated pro rata to the Fund based on its relative net assets
at the annual rates shown in the following table:

<TABLE>
<CAPTION>
- ---------------------------------------------------------
Group Fee Rate

Group Net Asset Level Annual Group Fee Rate
(all dollars in millions) For Each Level
- ---------------------------------------------------------
<S> <C>
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%
</TABLE>

Management fees for the fiscal year ended June 30, 1999 were 0.39% of the
Fund's average net assets.

30
<PAGE>

Financial Highlights

The following information is to help you understand the financial performance of
the Fund's Class A* shares for the fiscal periods shown. Certain information
reflects financial results for a single Fund share. "Total return" shows how
much your investment would have increased during each period, assuming
reinvestment of all dividends and distributions. This information has been
audited by Deloitte & Touche LLP, whose independent auditors' report, along with
the Fund's financial statements for the fiscal year ended June 30, 1999, are
included in the SAI, which is available upon request.

For a Class A share outstanding throughout each period:

<TABLE>
<CAPTION>
For the Fiscal year ended June 30,

1999 1998 1997 1996 1995
Class A Per-Share Data

<S> <C> <C> <C> <C> <C>
Net asset value,
beginning of
period $1.00 $ 1.00 $1.00 $1.00 $1.00
- ---------------------------------------------------------------------------------------
Net investment
income 0.0455 0.0484 0.0472 0.0487 0.0465

Less dividends
declared (0.0455) (0.0484) (0.0472) (0.0487) (0.0465)
- ---------------------------------------------------------------------------------------
Net asset value,
end of period $1.00 $1.00 $1.00 $1.00 $1.00
- ---------------------------------------------------------------------------------------
Class A Ratios/Supplemental Data

Total return 4.67% 4.93% 4.80% 5.01% 4.74%

Net assets, end of
period (in millions) $667 $533 $514 $402 $369

Ratio of expenses
to average net assets 0.83% 0.89% 0.87% 0.91% 0.97%

Ratio of net
investment income
to average net assets 4.54% 4.84% 4.70% 4.89% 4.68%
</TABLE>

*On September 5, 1995, Fund shares outstanding were designated Class A shares.

31
<PAGE>

This space is intended for your notes and calculations.

<PAGE>

United Cash Management, Inc.

[leaf graphic]

Custodian
UMB Bank, n.a.
Kansas City, Missouri

Legal Counsel
Kirkpatrick & Lockhart LLP
1800 Massachusetts
Avenue, N.W.
Washington, D.C. 20036

Independent Auditors
Deloitte & Touche LLP
1010 Grand Avenue
Kansas City, Missouri
64106-2232

Investment Manager
Waddell & Reed Investment
Management Company
6300 Lamar Avenue
P.O. Box 29217
Shawnee Mission, Kansas
66201-9217
(913) 236-2000
(800) 366-5465

Underwriter
Waddell & Reed, Inc.
6300 Lamar Avenue
P.O. Box 29217
Shawnee Mission, Kansas
66201-9217
(913) 236-2000
(800) 366-5465

Shareholder Servicing Agent
Waddell & Reed
Services Company
6300 Lamar Avenue
P.O. Box 29217
Shawnee Mission, Kansas
66201-9217
(913) 236-2000
(800) 366-5465

Accounting Services Agent
Waddell & Reed
Services Company
6300 Lamar Avenue
P.O. Box 29217
Shawnee Mission, Kansas
66201-9217
(913) 236-2000
(800) 366-5465

35
<PAGE>

UNITED CASH
MANAGEMENT, INC.

Class A Shares
Class B Shares
Class C Shares

You can get more information about the Fund in--

September 20, 1999 o its Statement of Additional Information (SAI) dated
September 20, 1999, which contains detailed information
about the Fund, particularly its investment policies and
practices. You may not be aware of important information
about the Fund unless you read both the Prospectus and
the SAI. The current SAI is on file with the Securities
and Exchange Commission (SEC) and it is incorporated
into this Prospectus by reference (that is, the SAI is
legally part of the Prospectus).

o its Annual and Semiannual Reports to Shareholders, which
detail the Fund's actual investments and include
financial statements as of the close of the particular
annual or semiannual period. The annual report also
contains a discussion of the market conditions and
investment strategies that significantly affected the
Fund's performance during the year covered by the
report.

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

Information about the Fund (including its current SAI and
most recent Annual and Semiannual Reports) is available
from the SEC's web site at http://www.sec.gov and from the
SEC's Public Reference Room in Washington, D.C. You can
find out about the operation of the Public Reference Room
and applicable copying charges by calling 1-800-SEC-0330.

The Fund's SEC file number is: 811-2922.

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

[WADDELL & REED Waddell & Reed, Inc.
Financial 6300 Lamar Avenue, P. O. Box 29217
Services Logo] Shawnee Mission, Kansas 66201-9217
(913) 236-2000, (800) 366-5465

NUP2010(9-99)
<PAGE>

United Cash Management, Inc.
Waddell & Reed Money Market B Shares
Waddell & Reed Money Market C Shares

This Fund 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.

Prospectus
September 20, 1999

<PAGE>

T A B L E O F C O N T E N T S

<TABLE>
<S> <C>
AN OVERVIEW OF THE FUND 3
----------------------------------------------------------------
PERFORMANCE 5
----------------------------------------------------------------
FEES AND EXPENSES 7
----------------------------------------------------------------
THE INVESTMENT PRINCIPLES OF
THE FUND 9
----------------------------------------------------------------
Investment Goal, Principal Strategies
and Other Investments 9
-------------------------------------------------------------
Risk Considerations of Principal
Strategies and Other Investments 10
-------------------------------------------------------------
Year 2000 Issue 10
-------------------------------------------------------------
YOUR ACCOUNT 11
----------------------------------------------------------------
Choosing a Share Class 11
-------------------------------------------------------------
Ways to Set Up Your Account 15
-------------------------------------------------------------
Buying Shares 16
-------------------------------------------------------------
Minimum Investments 18
-------------------------------------------------------------
Adding to Your Account 18
-------------------------------------------------------------
Selling Shares 18
-------------------------------------------------------------
Telephone Transactions 21
-------------------------------------------------------------
Shareholder Services 21
-------------------------------------------------------------
Personal Service 21
----------------------------------------------------------
Reports 21
----------------------------------------------------------
Exchanges 22
----------------------------------------------------------
Automatic Transactions for
Waddell & Reed Money Market C
Shareholders 22
----------------------------------------------------------
Distributions and Taxes 23
-------------------------------------------------------------
Distributions 23
----------------------------------------------------------
Taxes 24
----------------------------------------------------------
THE MANAGEMENT OF THE FUND 25
----------------------------------------------------------------
Portfolio Management 25
-------------------------------------------------------------
Management Fee 25
-------------------------------------------------------------
FINANCIAL HIGHLIGHTS 27
----------------------------------------------------------------
</TABLE>
<PAGE>

An
Overview
of the
Fund

[leaf graphic]

Goal

United Cash Management, Inc. (the "Fund") seeks maximum current income
consistent with stability of principal.

Principal Strategies

Principal Risks of Investing in the Fund

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

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

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

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

o the skill of WRIMCO in evaluating and managing the interest rate and credit
risks of the Fund.

3
<PAGE>

Who May Want to Invest

4
<PAGE>

Performance

[leaf graphic]

o The bar chart presents the average annual total returns for Waddell & Reed
Money Market B (formerly designated Class B) and shows how performance has
varied from year to year over the past three calendar years.

o The performance table shows Waddell & Reed Money Market B average annual total
returns. No performance information is provided for Waddell & Reed Money
Market C shares since the class does not have annual returns for at least a
calendar year.

[bar chart]
CHART OF YEAR-BY-YEAR RETURNS
as of December 31 each year (%)

'96 -- 3.88%
'97 -- 4.18%
'98 -- 4.11%

In the period shown in the chart, the highest quarterly return was 1.07% (the
second quarter of 1997) and the lowest quarterly return was 0.89% (the first
quarter of 1996). The Class B return for the year through June 30, 1999 was
1.67%.

5
<PAGE>

AVERAGE ANNUAL TOTAL RETURNS
as of December 31 (%)

<TABLE>
<CAPTION>
- ------------------------------------------------------------------
1 Year Life of Class*
- ------------------------------------------------------------------
<S> <C> <C>
Waddell & Reed Money Market
B Shares of the Fund 4.11% 4.06%
</TABLE>

*Since September 5, 1995, for Waddell & Reed Money Market B shares, formerly
designated Class B.

6
<PAGE>

Fees and Expenses

[leaf graphic]

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

<TABLE>
<CAPTION>
Shareholder Fees Waddell & Reed Waddell & Reed
(fees paid directly from Money Market B Money Market C
your investment) Shares Shares
<S> <C> <C>
Maximum Sales Charge
(Load) Imposed on
Purchases (as a
percentage of offering
price) None None

Maximum Deferred
Sales Charge (Load)(1)
(as a percentage of
lesser of amount
invested or redemption
value) 3% 1%

Annual Fund Operating Expenses(2)
(expenses that are deducted from Fund assets)

Management Fees 0.40% 0.40%

Distribution and Service
(12b-1) Fees(3) 1.00% 1.00%

Other Expenses 0.21% 0.21%

Total Annual Fund
Operating Expenses 1.61% 1.61%
</TABLE>

(1)The contingent deferred sales charge ("CDSC") which is imposed on the lesser
of amount invested or redemption value for Waddell & Reed Money Market B shares,
declines from 3% of the amount invested to 0% after 4 years. For Waddell & Reed
Money Market C shares, a 1% CDSC applies to the lesser of amount invested or
redemption value for these shares redeemed within 12 months.

(2)Management Fees and Total Annual Fund Operating Expenses have been restated
to reflect the change in management fees effective June 30, 1999; otherwise,
expense ratios are based on other Fund-level expenses of the Fund for the fiscal
year ended June 30, 1999, and for Waddell & Reed Money Market C, the expenses
that are anticipated for the current year. Actual expenses may be greater or
less than those shown.

(3)It is possible that long-term Waddell & Reed Money Market B and Waddell &
Reed Money Market C shareholders of the Fund may bear 12b-1 distribution fees
that are more than the maximum asset-based sales charge permitted under the
rules of the National Association of Securities Dealers, Inc.

7
<PAGE>

Example

<TABLE>
<CAPTION>
If shares are redeemed
at end of period: 1 year 3 years 5 years 10 years
<S> <C> <C> <C> <C>
Waddell & Reed Money
Market B Shares $464 $608 $876 $1,911

Waddell & Reed Money
Market C Shares $264 $508 $876 $1,911

If shares are not
redeemed at end
of period: 1 year 3 years 5 years 10 years

Waddell & Reed Money
Market B Shares $164 $508 $876 $1,911

Waddell & Reed Money
Market C Shares $164 $508 $876 $1,911
</TABLE>

8
<PAGE>

The Investment Principles of the Fund

[leaf graphic]

Investment Goal, Principal Strategies and
Other Investments

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

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

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

o commercial paper;

o corporate debt obligations, including variable amount master demand notes;

o Canadian government obligations; and

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

o the credit quality of the particular issuer or guarantor of the security;

o the maturity of the security; and

o the relative value of the security.

9
<PAGE>

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

Risk Considerations of Principal Strategies and Other Investments

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

o Financial risk is based on the financial situation of the issuer of the
security. The financial risk of the Fund depends on the credit quality of the
underlying securities in which it invests.

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

Year 2000 Issue

10
<PAGE>

Your Account

[leaf graphic]

Choosing a Share Class

This Prospectus offers two classes of shares for the Fund: Waddell & Reed Money
Market B & Waddell & Reed Money Market C. Each class has its own sales charge,
if any, and expense structure. Beginning October 4, 1999, Waddell & Reed Money
Market B shares are available only by exchange of Class B shares of Waddell &
Reed Funds, Inc.

Waddell & Reed Money Market C shares are designed or intended for shareholders
who plan to exchange to or from Class C shares of other funds in the Waddell &
Reed Funds, Inc. You may purchase Waddell & Reed Money Market C shares only by
exchange, at NAV, of Class C shares of Waddell & Reed Funds, Inc., or you may
purchase directly if you have established Funds Plus Service, a regular
investment plan to systematically exchange into Class C shares of Waddell &
Reed Funds, Inc.

11
<PAGE>

General Comparison of Classes of Shares

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Waddell & Reed Waddell & Reed
Money Market B Money Market C
- --------------------------------------------------------------------------------
<S> <C>
Available only by exchange of your
Waddell & Reed Funds, Inc. Class B
shares. No direct investments.

No initial sales charge No initial sales charge

Funds Plus Service optional Funds Plus Service required for direct
investment

Deferred sales charge on shares you A 1% deferred sales charge on shares
sell within four calendar years you sell within twelve months

Maximum distribution and service Maximum distribution and service
(12b-1) fees of 1.00% (12b-1) fees of 1.00%

Can exchange into Waddell & Reed Can exchange into Waddell & Reed
Funds without a deferred sales charge Funds without a deferred sales charge
</TABLE>

The Fund has adopted a Distribution and Service Plan ("Plan") pursuant to Rule
12b-1 under the 1940 Act, as amended, for its Waddell & Reed Money Market B and
Waddell & Reed Money Market C shares. Under each Plan, the Fund may pay Waddell
& Reed, Inc., on an annual basis, a service fee of up to 0.25% of the average
daily net assets of the affected class to compensate Waddell & Reed, Inc. for
providing service to shareholders of that class and/or maintaining shareholder
accounts for that class and a distribution fee of up to 0.75% of the average
daily net assets of the class to compensate Waddell & Reed, Inc. for
distributing shares of that class. Because a class's fees are paid out of the
assets of that class on an ongoing basis, over time these fees will increase
the cost of your investment and may cost you more than paying other types of
sales charges.

Contingent Deferred Sales Charge. A contingent deferred sales charge ("CDSC")
may be assessed against your redemption amount and paid to Waddell & Reed, Inc.
(the "Distributor"), as further described below. The purpose of the CDSC is to
compensate the Distributor for the costs incurred by it in connection with the
sale of the Fund's shares of that class. The CDSC will not be imposed on shares
of that class representing payment of dividends or distributions or on amounts
which represent an increase in the value of a shareholder's account resulting
from capital appreciation above the amount paid for shares of that class
purchased during the CDSC period. Please note that the CDSC is not based on the
length of time that shares are held. Instead, the CDSC is based on the calendar
year of purchase and the calendar year of redemption.

To keep your CDSC as low as possible, each time you place a request to redeem
shares, the Fund assumes that a redemption is made first

12
<PAGE>

of shares not subject to a deferred sales charge (including shares which
represent appreciation on shares held, reinvested dividends and distributions)
and then of shares that represent the lowest sales charge.

You may sell your Waddell & Reed Money Market B or Waddell & Reed Money Market
C shares and buy shares of the corresponding class of Waddell & Reed Funds,
Inc., without payment of a CDSC when you exchange the shares. The time period
for the CDSC will continue to run.

Waddell & Reed Money Market B shares (previously known as Class B shares) are
only available for exchange by current Class B shareholders of Waddell & Reed
Funds, Inc. However, you may pay a CDSC if you sell your Waddell & Reed Money
Market B shares within four calendar years of their purchase, based on the
table below. Waddell & Reed Money Market B shares pay an annual 12b-1 service
fee of up to 0.25% of average net assets and a distribution fee of up to 0.75%
of average net assets.

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

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------
Date of Redemption Deferred Sales Charge
- ---------------------------------------------------------------------
<S> <C>
anytime within the calendar year of
investment and the next calendar year
after the calendar year of investment 3%

anytime within third calendar year 2%

anytime within fourth calendar year 1%

after fourth calendar year 0%
</TABLE>

The date of redemption is measured, in calendar years, from the first calendar
year of purchase. The CDSC will be applied to the total amount invested during
a calendar year to acquire Waddell & Reed Money Market B shares or the value of
the Waddell & Reed Money Market B shares redeemed, whichever is less. All
Waddell & Reed Money Market B share investments made during a calendar year are
deemed a single investment in the applicable class during that calendar year
for purposes of calculating the CDSC.

13
<PAGE>

Waddell & Reed Money Market C shares are not subject to a sales charge when you
buy them. You must establish a Funds Plus Service plan upon purchase of Waddell
& Reed Money Market C shares if other than by exchange of Class C shares of
Waddell & Reed Funds, Inc. If you sell your Waddell & Reed Money Market C
shares within 12 months of buying these shares, you will pay a 1% CDSC. For
purpose of a CDSC, Class C shares purchased anytime within a month will be
considered as purchased on the first day of the month. These shares pay an
annual 12b-1 service fee of up to 0.25% of average net assets and a
distribution fee of up to 0.75% of average net assets. For Waddell & Reed Money
Market C shares the CDSC will be applied to the total amount invested that has
been held for twelve months or less.

The CDSC, for Waddell & Reed Money Market B or Waddell & Reed Money Market C
shares, will not apply in the following circumstances:

o redemptions of shares made to satisfy required minimum distributions after age
70-1/2 from a qualified retirement plan, a required minimum distribution from
an individual retirement account, Keogh plan, 457 Plan or custodial account
under section 403(b)(7) of the Internal Revenue Code of 1986, as amended
("Code"), a tax-free return of an excess contribution, or that otherwise
results from the death or disability of the employee, as well as in connection
with redemptions by any tax-exempt employee benefit plan for which, as a
result of a subsequent law or legislation, the continuation of its investment
would be improper.

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

o redemptions the proceeds of which are reinvested in Waddell & Reed Money
Market C shares within thirty days after such redemption.

o the exercise of certain exchange privileges.

o redemptions effected pursuant to the Fund's right to liquidate a shareholder's
shares if the aggregate NAV of those shares is less than $250.

o redemptions effected by another registered investment company by virtue of a
merger or other reorganization with the Fund or

14
<PAGE>

by a former shareholder of such investment company of shares of the Fund
acquired pursuant to such reorganization.

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

Ways to Set Up Your Account
Individual or Joint Tenants

For your general investment needs

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

Business or Organization

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

Retirement

To shelter your retirement savings from taxes

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

o Education IRAs are established for the benefit of a minor, with nondeductible
contributions, and permit tax-free withdrawals to pay the higher education
expenses of the beneficiary.

15
<PAGE>

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

o 403(b) Custodial Accounts are available to employees of public school systems
or certain types of charitable organizations.

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

Gifts or Transfers to a Minor

To invest for a child's education or other future needs

Trust

For money being invested by a trust

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

Buying Shares

You may buy Waddell & Reed Money Market B shares only by exchange of Class B
shares of Waddell & Reed Funds, Inc. You may buy Waddell & Reed Money Market C
shares through Waddell & Reed, Inc. and its financial advisors. To open your
account you must complete and sign an application. If you purchase Waddell &
Reed Money Market C shares directly rather than by exchange, you must establish
a Funds Plus Service Plan. Your Waddell & Reed financial advisor can help you
with any questions you might have.

16
<PAGE>

To purchase Waddell & Reed Money Market C shares by check, make your check,
money order, Federal Reserve draft or other negotiable bank draft payable to
Waddell & Reed, Inc. Mail the check, money order or draft, along with your
completed application, to:

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

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

The offering price of a share (the price to buy one share of a particular
class) is the next NAV calculated per share of that class.

The NAV of each class will normally remain fixed at $1.00 per share.

When you place an order to buy shares, your order will be processed at the next
offering price calculated after your order is received and accepted. Note the
following:

o Orders are accepted only at the home office of Waddell & Reed, Inc.

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

o Dividends do not accrue 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.

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

o The Fund does not issue certificates representing Waddell & Reed Money Market
B or Waddell & Reed Money Market C shares of the Fund.

17
<PAGE>

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

Minimum Investments

<TABLE>
<CAPTION>
For Waddell & Reed Money Market C:
<S> <C>
To Open an Account $1,000

For certain exchanges $100

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

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

To Add to an Account Any Amount
</TABLE>

Adding to Your Account

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

To add to your Waddell & Reed Money Market C account by mail: Make your check,
money order, Federal Reserve draft or other negotiable bank draft payable to
Waddell & Reed, Inc. Mail the check, money order or other draft to Waddell &
Reed, Inc., along with a letter stating your account number and the account
registration.

Selling Shares

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

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

o the name on the account registration;

o the Fund's name;

o the Fund account number;

18
<PAGE>

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

o any other applicable requirements listed in the table below.

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

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

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

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

o Payment is normally made in cash, although under extraordinary conditions
redemptions may be made in portfolio securities.

19
<PAGE>

Special Requirements for Selling Shares

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Account Type Special Requirements
- --------------------------------------------------------------------------------
<S> <C>
Individual or Joint The written instructions must be signed by all
Tenant persons required to sign for transactions, exactly as
their names appear on the account.