<PAGE>
File No. 811-2922
File No. 2-64526
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
Pre-Effective Amendment No.
-----
Post-Effective Amendment No. 37
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
OF 1940 X
Amendment No. 33
WADDELL & REED ADVISORS CASH MANAGEMENT, INC.
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(Exact Name as Specified in Charter)
6300 Lamar Avenue, Shawnee Mission, Kansas 66202-4200
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(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number, including Area Code (913) 236-2000
Kristen A. Richards, P. O. Box 29217, Shawnee Mission, Kansas 66201-9217
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(Name and Address of Agent for Service)
It is proposed that this filing will become effective
immediately upon filing pursuant to paragraph (b)
-----
X on December 15, 2000 pursuant to paragraph (b)
-----
60 days after filing pursuant to paragraph (a)(1)
-----
on (date) pursuant to paragraph (a)(1)
-----
75 days after filing pursuant to paragraph (a)(2)
-----
on (date) pursuant to paragraph (a)(2) of Rule 485
-----
this post-effective amendment designates a new effective
----- date for a previously filed post-effective amendment
===============================================================================
DECLARATION REQUIRED BY RULE 24f-2 (a) (1)
The issuer has registered an indefinite amount of its securities under the
Securities Act of 1933 pursuant to Rule 24f-2(a)(1). Notice for the Registrant's
fiscal year ended September 30, 2000 will be filed on or about December 28,
2000.
<PAGE>
PROSPECTUS
DECEMBER 15, 2000
Waddell & Reed Advisors Funds
FIXED INCOME &
MONEY MARKET FUNDS
Bond Fund [GRAPHIC]
Global Bond Fund [GRAPHIC]
Government Securities Fund
High Income Fund
Municipal Bond Fund
Municipal High Income Fund
Municipal Money Market Fund
Cash Management
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THE
FUNDS' SECURITIES, OR DETERMINED WHETHER THIS PROSPECTUS IS ACCURATE OR
ADEQUATE. IT IS A CRIMINAL OFFENSE TO STATE OTHERWISE.
[LOGO] WADDELL & REED
FINANCIAL SERVICES -Registered Trademark-
-----------------------------------------
INVESTING. WITH A PLAN-SM-.
<PAGE>
CONTENTS
3 An Overview of the Funds
3 Bond Fund
9 Global Bond Fund
16 Government Securities Fund
21 High Income Fund
27 Municipal Bond Fund
33 Municipal High Income Fund
40 Municipal Money Market Fund
44 Cash Management
49 The Investment Principles of the Funds
62 Your Account
86 The Management of the Funds
89 Financial Highlights
2
<PAGE>
--------------------------------------------------------------------------------
AN OVERVIEW OF THE FUND
GOAL
WADDELL & REED ADVISORS
BOND FUND
(FORMERLY UNITED BOND FUND-SM-) SEEKS A REASONABLE RETURN WITH
EMPHASIS ON PRESERVATION OF CAPITAL.
PRINCIPAL STRATEGIES
Bond Fund seeks to achieve its goal by investing primarily in domestic debt
securities usually of investment grade (rated BBB and higher by Standard &
Poor's ("S&P") and Baa and higher by Moody's). The Fund has no limitations
regarding the maturity duration or dollar weighted average of its holdings. In
selecting the debt securities for the Fund's portfolio, Waddell & Reed
Investment Management Company ("WRIMCO"), the Fund's investment manager,
considers yield and relative safety and, in the case of convertible securities,
the possibility of capital growth. The Fund can invest in securities of
companies of any size.
In selecting debt securities for the Fund, WRIMCO may look at many factors.
These include the issuer's past, present and estimated future:
- financial strength
- cash flow
- management
- borrowing requirements
- responsiveness to changes in interest rates and business conditions.
As well, WRIMCO considers the maturity of the obligation and the size or nature
of the bond issue.
3
<PAGE>
In general, in determining whether to sell a security, WRIMCO uses the same type
of analysis that it uses in buying securities. For example, WRIMCO may sell a
holding if the issuer's financial strength weakens and/or the yield and relative
safety of the security declines. WRIMCO may also sell a security to take
advantage of more attractive investment opportunities or to raise cash.
PRINCIPAL RISKS OF INVESTING IN THE FUND
Because Bond Fund owns different types of securities, a variety of factors can
affect its investment performance, such as:
- prepayment of higher-yielding bonds held by the Fund
- the earnings performance, credit quality and other conditions of the
companies whose securities the Fund holds
- changes in the maturities of bonds owned by the Fund
- WRIMCO's skill in evaluating and managing the interest rate and credit
risks of the Fund's portfolio
- adverse bond and stock market conditions, sometimes in response to general
economic or industry news, that may cause the prices of the Fund's holdings
to fall as part of a broad market decline.
As with any mutual fund, the value of the Fund's shares will change, and you
could lose money on your investment. An investment in the Fund is not a bank
deposit and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.
WHO MAY WANT TO INVEST
Bond Fund is designed for investors who primarily seek current income while also
seeking to preserve investment principal. You should consider whether the Fund
fits your particular investment objectives.
4
<PAGE>
--------------------------------------------------------------------------------
PERFORMANCE
BOND FUND
The bar chart and performance table below provide some indication of the risks
of investing in the Fund by showing changes in the Fund's performance from year
to year and by showing how the Fund's average annual total returns for the
periods shown compare with those of a broad measure of market performance and a
peer group average.
- The bar chart presents the average annual total returns for Class A and
shows how performance has varied from year to year over the past ten
calendar years.
- The bar chart does not reflect any sales charge that you may be required to
pay upon purchase of the Fund's Class A shares. If the sales charge was
included, the returns would be less than those shown.
- The performance table shows average annual total returns for each class and
compares them to the market indicators listed.
- The bar chart and the performance table assume payment of dividends and
other distributions in shares. As with all mutual funds, the Fund's past
performance does not necessarily indicate how it will perform in the
future.
Note that the performance information in the bar chart and performance table is
based on calendar-year periods, while the information shown in the Financial
Highlights section of this Prospectus and in the Fund's shareholder reports is
based on the Fund's fiscal year. As of September 30, 2000, the Fund's
fiscal-year end changed from December 31 to September 30.
[CHART]
CHART OF YEAR-BY-YEAR RETURNS
<TABLE>
<CAPTION>
AS OF DECEMBER 31 EACH YEAR (%)
<S> <C>
'90 4.24%
'91 17.76%
'92 7.84%
'93 13.19%
'94 -5.76%
'95 20.50%
'96 3.20%
'97 9.77%
'98 7.27%
'99 -1.08%
</TABLE>
IN THE PERIOD SHOWN IN THE CHART, THE HIGHEST QUARTERLY RETURN WAS 7.11% (THE
THIRD QUARTER OF 1991) AND THE LOWEST QUARTERLY RETURN WAS -7.37% (THE FIRST
QUARTER OF 1997). THE CLASS A RETURN FOR THE YEAR THROUGH SEPTEMBER 30, 2000 WAS
5.24%.
5
<PAGE>
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
--------------------------------------------------------------------------------
AS OF DECEMBER 31, 1999 (%) 1 YEAR 5 YEARS 10 YEARS LIFE OF CLASS(1)
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CLASS A SHARES OF BOND FUND -6.77% 6.42% 6.84%
--------------------------------------------------------------------------------
Salomon Brothers Broad
Investment Grade Index -0.83% 7.74% 7.75%
--------------------------------------------------------------------------------
Lipper Corporate Debt Funds
A-Rated Universe Average -2.61% 6.90% 7.30%
--------------------------------------------------------------------------------
CLASS B SHARES OF BOND FUND -4.64%
--------------------------------------------------------------------------------
Salomon Brothers Broad
Investment Grade Index -0.83% 7.74% 7.75% -0.16%
--------------------------------------------------------------------------------
Lipper Corporate Debt Funds
A-Rated Universe Average -2.61% 6.90% 7.30% -0.45%
--------------------------------------------------------------------------------
CLASS C SHARES OF BOND FUND -0.86%
--------------------------------------------------------------------------------
Salomon Brothers Broad
Investment Grade Index -0.83% 7.74% 7.75% -0.16%
--------------------------------------------------------------------------------
Lipper Corporate Debt Funds
A-Rated Universe Average -2.61% 6.90% 7.30% -0.45%
--------------------------------------------------------------------------------
CLASS Y SHARES OF BOND FUND -0.81% 5.93%
--------------------------------------------------------------------------------
Salomon Brothers Broad
Investment Grade Index -0.83% 7.74% 7.75% 6.04%
--------------------------------------------------------------------------------
Lipper Corporate Debt Funds
A-Rated Universe Average -2.61% 6.90% 7.30% 5.09%
--------------------------------------------------------------------------------
</TABLE>
THE INDEX SHOWN IS A BROAD-BASED, SECURITIES MARKET INDEX THAT IS UNMANAGED. THE
LIPPER AVERAGE IS A COMPOSITE OF MUTUAL FUNDS WITH GOALS SIMILAR TO THE GOAL OF
THE FUND.
(1) SINCE SEPTEMBER 9, 1999 FOR CLASS B SHARES, SEPTEMBER 9, 1999 FOR CLASS C
SHARES AND JUNE 19, 1995 FOR CLASS Y SHARES. BECAUSE EACH CLASS COMMENCED
OPERATIONS ON A DATE OTHER THAN AT THE END OF A MONTH, AND PARTIAL MONTH
CALCULATIONS OF THE PERFORMANCE OF THE ABOVE INDEX ARE NOT AVAILABLE, INDEX
PERFORMANCE IS CALCULATED FROM SEPTEMBER 30, 1999, SEPTEMBER 30, 1999, AND JUNE
30, 1995, RESPECTIVELY.
6
<PAGE>
--------------------------------------------------------------------------------
FEES AND EXPENSES
BOND FUND
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
SHAREHOLDER FEES
--------------------------------------------------------------------------------
(FEES PAID DIRECTLY FROM CLASS A CLASS B CLASS C CLASS Y
YOUR INVESTMENT) SHARES SHARES SHARES SHARES
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MAXIMUM SALES CHARGE
(LOAD) IMPOSED ON
PURCHASES (AS A PERCENTAGE
OF OFFERING PRICE) 5.75% None None None
--------------------------------------------------------------------------------
MAXIMUM DEFERRED SALES
CHARGE (LOAD)(1)
(AS A PERCENTAGE OF
LESSER OF AMOUNT INVESTED
OR REDEMPTION VALUE) None(2) 5% 1% None
--------------------------------------------------------------------------------
<CAPTION>
--------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES(3)
--------------------------------------------------------------------------------
(EXPENSES THAT ARE DEDUCTED CLASS A CLASS B CLASS C CLASS Y
FROM FUND ASSETS) SHARES SHARES SHARES SHARES
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MANAGEMENT FEES 0.53% 0.53% 0.53% 0.53%
--------------------------------------------------------------------------------
DISTRIBUTION AND
SERVICE (12b-1) FEES 0.25% 1.00% 1.00% None
--------------------------------------------------------------------------------
OTHER EXPENSES 0.28% 0.41% 0.47% 0.20%
--------------------------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 1.06% 1.94% 2.00% 0.73%
--------------------------------------------------------------------------------
</TABLE>
(1) THE CONTINGENT DEFERRED SALES CHARGE ("CDSC"), WHICH IS IMPOSED ON THE
LESSER OF AMOUNT INVESTED OR REDEMPTION VALUE OF CLASS B SHARES, DECLINES FROM
5% FOR REDEMPTIONS MADE WITHIN THE FIRST YEAR OF PURCHASE, TO 4% FOR REDEMPTIONS
MADE WITHIN THE SECOND YEAR, TO 3% FOR REDEMPTIONS MADE WITHIN THE THIRD AND
FOURTH YEARS, TO 2% FOR REDEMPTIONS MADE WITHIN THE FIFTH YEAR, TO 1% FOR
REDEMPTIONS MADE WITHIN THE SIXTH YEAR AND TO 0% FOR REDEMPTIONS MADE AFTER THE
SIXTH YEAR. FOR CLASS C SHARES, A 1% CDSC APPLIES TO THE LESSER OF AMOUNT
INVESTED OR REDEMPTION VALUE OF CLASS C SHARES REDEEMED WITHIN TWELVE MONTHS
AFTER PURCHASE. SOLELY FOR PURPOSES OF DETERMINING THE NUMBER OF MONTHS OR YEARS
FROM THE TIME OF ANY PAYMENT FOR THE PURCHASE OF SHARES, ALL PAYMENTS DURING A
MONTH ARE TOTALED AND DEEMED TO HAVE BEEN MADE ON THE FIRST DAY OF THE MONTH.
(2) A 1% CDSC MAY BE IMPOSED ON PURCHASES OF $2 MILLION OR MORE OF CLASS A
SHARES THAT ARE REDEEMED WITHIN TWELVE MONTHS OF PURCHASE.
(3) OTHER EXPENSES AND TOTAL ANNUAL FUND OPERATING EXPENSES HAVE BEEN RESTATED
TO REFLECT THE CHANGE IN ACCOUNTING SERVICES FEES AND SHAREHOLDER SERVICING FEES
EFFECTIVE SEPTEMBER 1, 2000; OTHERWISE EXPENSE RATIOS ARE BASED ON OTHER
FUND-LEVEL EXPENSES FOR THE FISCAL PERIOD ENDED SEPTEMBER 30, 2000. ACTUAL
EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
7
<PAGE>
--------------------------------------------------------------------------------
EXAMPLE
--------------------------------------------------------------------------------
This example is intended to help you compare the cost of investing in the shares
of the Fund with the cost of investing in other mutual funds. The example
assumes that (a) you invest $10,000 in the particular class for each time period
specified, (b) your investment has a 5% return each year, and (c) the expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:
<TABLE>
<CAPTION>
------------------------------------------------------------------------------
IF SHARES ARE REDEEMED
AT END OF PERIOD: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Shares $677 $894 $1,128 $ 1,798
------------------------------------------------------------------------------
Class B Shares $597 $910 $1,149 $ 2,038(1)
------------------------------------------------------------------------------
Class C Shares $203 $626 $1,076 $ 2,324
------------------------------------------------------------------------------
Class Y Shares $ 75 $233 $ 406 $ 906
------------------------------------------------------------------------------
<CAPTION>
IF SHARES ARE NOT REDEEMED
AT END OF PERIOD: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Shares $677 $894 $1,128 $ 1,798
------------------------------------------------------------------------------
Class B Shares $197 $610 $1,049 $ 2,038(1)
------------------------------------------------------------------------------
Class C Shares $203 $626 $1,076 $ 2,324
------------------------------------------------------------------------------
Class Y Shares $ 75 $233 $ 406 $ 906
------------------------------------------------------------------------------
</TABLE>
(1) REFLECTS ANNUAL OPERATING EXPENSES OF CLASS A AFTER CONVERSION OF CLASS B
SHARES INTO CLASS A SHARES 8 YEARS AFTER THE MONTH IN WHICH THE SHARES WERE
PURCHASED.
8
<PAGE>
--------------------------------------------------------------------------------
AN OVERVIEW OF THE FUND
GOALS
WADDELL & REED ADVISORS
GLOBAL BOND FUND, INC.
(FORMERLY UNITED HIGH INCOME FUND II, INC. -SM-) SEEKS, AS A
PRIMARY GOAL, A HIGH LEVEL OF CURRENT INCOME. AS A SECONDARY
GOAL, THE FUND SEEKS CAPITAL GROWTH WHEN CONSISTENT WITH ITS
PRIMARY GOAL.
PRINCIPAL STRATEGIES
Global Bond Fund seeks to achieve its goals by investing primarily in a
diversified portfolio of U.S. dollar-denominated debt securities of foreign and
U.S. issuers. The Fund invests, primarily, in investment grade securities. The
Fund may, however, invest up to 35% of its total assets in lower quality bonds,
commonly called junk bonds, that are rated BB and below by S&P or comparable
ratings issued by any Nationally Recognized Statistical Rating Organization(s)
("NRSRO(s)"), or if unrated, judged by WRIMCO to be of comparable quality. The
Fund will only invest in junk bonds if WRIMCO deems the risks to be consistent
with the Fund's goals. The Fund may invest in bonds of any maturity, although
WRIMCO seeks to focus on the intermediate-term sector (generally, bonds with
maturities ranging between one and ten years).
The Fund invests primarily in issuers of countries that are members of the
Organisation of Economic Co-Operation and Development (OECD). The OECD includes
countries that share the principles of the market economy, pluralist democracy
and respect for human rights. The original 20 members of the OECD are located in
Western countries of Europe and North America. Japan, Australia, New Zealand,
Finland, Mexico, the Czech Republic, Hungary, Poland and Korea have also joined
the OECD. The Fund may invest in securities issued by foreign or U.S.
governments and in foreign or U.S. companies of any size.
The Fund may invest in equity securities of foreign and U.S. issuers to achieve
its secondary goal of capital growth.
WRIMCO may look at a number of factors in selecting securities for the Fund's
portfolio. These include:
- country analysis (economic, legislative/judicial and demographic trends)
9
<PAGE>
- credit analysis of the issuer (financial strength, cash flow, management,
strategy and accounting)
- maturity of the issue
- quality of the issue
- denomination of the issue (e.g. U.S. Dollar, Euro, Yen)
- domicile of the issuer.
In general, in determining whether to sell a debt security, WRIMCO uses the same
type of analysis that it uses in buying debt securities. For example, WRIMCO may
sell a holding if the issuer's financial strength declines to an unacceptable
level or management of the company weakens. As well, WRIMCO may choose to sell
an equity security if the issuer's growth potential has diminished. WRIMCO may
also sell a security to take advantage of more attractive investment
opportunities or to raise cash.
PRINCIPAL RISKS OF INVESTING IN THE FUND
Because Global Bond Fund owns different types of securities, a variety of
factors can affect its investment performance, such as:
- the earnings performance, credit quality and other conditions of the
companies whose securities the Fund holds
- an increase in interest rates, which may cause the value of a bond held by
the Fund, especially bonds with longer maturities, to decline
- changes in the maturities of bonds owned by the Fund
- changes in foreign exchange rates and foreign currency fluctuations, which
may affect the value of certain securities the Fund holds
- the susceptibility of lower-rated bonds to greater risks of non-payment or
default, price volatility and lack of liquidity compared to higher-rated
bonds
- adverse bond and stock market conditions, sometimes in response to general
economic or industry news, that may cause the prices of the Fund's holdings
to fall as part of a broad market decline
- WRIMCO's skill in evaluating and managing the interest rate and credit
risks of the Fund's portfolio.
Investing in foreign securities presents additional risks, such as political or
economic conditions affecting the foreign country. Accounting and disclosure
standards also differ from country to country, which makes obtaining reliable
research information more difficult. There is the possibility that, under
10
<PAGE>
unusual international monetary or political conditions, the Fund's assets might
be more volatile than would be the case with other investments.
Market risk for small or medium sized companies may be greater than that for
large companies. For example, smaller companies may have limited financial
resources, limited product lines or inexperienced management.
As with any mutual fund, the value of the Fund's shares will change, and you
could lose money on your investment. An investment in the Fund is not a bank
deposit and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.
WHO MAY WANT TO INVEST
Global Bond Fund is designed for investors primarily seeking exposure to foreign
market issuers for a portion of their fixed-income holdings, with limited
exposure to foreign currency risk. The Fund is not suitable for all investors.
You should consider whether the Fund fits your particular investment objectives.
11
<PAGE>
PERFORMANCE
GLOBAL BOND FUND
The bar chart and performance table below provide some indication of the risks
of investing in the Fund by showing changes in the Fund's performance from year
to year and by showing how the Fund's average annual total returns for the
periods shown compare with those of a broad measure of market performance and a
peer group average.
- The bar chart presents the average annual total returns for Class A and
shows how performance has varied from year to year over the past ten
calendar years.
- The bar chart does not reflect any sales charge that you may be required to
pay upon purchase of the Fund's Class A shares. If the sales charge was
included, the returns would be less than those shown.
- The performance table shows average annual total returns for each class and
compares them to the market indicators listed.
- The bar chart and the performance table assume payment of dividends and
other distributions in shares. As with all mutual funds, the Fund's past
performance does not necessarily indicate how it will perform in the
future.
Note that the performance information in the bar chart and performance table is
based on calendar-year periods, while the information shown in the Financial
Highlights section of this Prospectus and in the Fund's shareholder reports is
based on the Fund's fiscal year.
[GRAPH]
CHART OF YEAR-BY-YEAR RETURNS(1)
<TABLE>
<CAPTION>
AS OF DECEMBER 31 EACH YEAR (%)
<S> <C>
'90 -5.29%
'91 31.31%
'92 15.23%
'93 17.39%
'94 -4.07%
'95 16.88%
'96 11.93%
'97 14.97%
'98 2.69%
'99 1.45%
</TABLE>
IN THE PERIOD SHOWN IN THE CHART, THE HIGHEST QUARTERLY RETURN WAS 11.52% (THE
FIRST QUARTER OF 1991) AND THE LOWEST QUARTERLY RETURN WAS -5.76% (THE THIRD
QUARTER OF 1998). THE CLASS A RETURN FOR THE YEAR THROUGH SEPTEMBER 30, 2000 WAS
-2.62%.
(1) PRIOR TO SEPTEMBER 18, 2000, THE FUND SOUGHT TO ACHIEVE ITS GOALS BY
INVESTING PRIMARILY IN JUNK BONDS, WITH MINIMAL INVESTMENT IN FOREIGN
SECURITIES. ACCORDINGLY, THE PERFORMANCE INFORMATION IN THE BAR CHART AND
PERFORMANCE TABLE FOR PERIODS PRIOR TO THAT DATE REFLECT THE OPERATIONS OF THE
FUND UNDER ITS FORMER INVESTMENT STRATEGIES AND RELATED POLICIES.
12
<PAGE>
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
--------------------------------------------------------------------------------
AS OF DECEMBER 31, 1999 (%) 1 YEAR 5 YEARS 10 YEARS LIFE OF CLASS(1)
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CLASS A SHARES OF
GLOBAL BOND FUND -4.38% 8.11% 9.10%
--------------------------------------------------------------------------------
Salomon Brothers High Yield
Market Index 1.73% 9.71% 10.94%
--------------------------------------------------------------------------------
Lipper High Current
Yield Funds Universe Average 4.53% 8.84% 10.03%
--------------------------------------------------------------------------------
CLASS B SHARES OF
GLOBAL BOND FUND -2.55%
--------------------------------------------------------------------------------
Salomon Brothers High Yield
Market Index 1.73% 9.71% 10.94% 2.42%
--------------------------------------------------------------------------------
Lipper High Current Yield
Funds Universe Average 4.53% 8.84% 10.03% 2.78%
--------------------------------------------------------------------------------
CLASS C SHARES OF
GLOBAL BOND FUND 1.45%
--------------------------------------------------------------------------------
Salomon Brothers High Yield
Market Index 1.73% 9.71% 10.94% 2.42%
--------------------------------------------------------------------------------
Lipper High Current Yield
Funds Universe Average 4.53% 8.84% 10.03% 2.78%
--------------------------------------------------------------------------------
CLASS Y SHARES OF
GLOBAL BOND FUND 1.76% 7.36%
--------------------------------------------------------------------------------
Salomon Brothers High Yield
Market Index 1.73% 9.71% 10.94% 7.08%
--------------------------------------------------------------------------------
Lipper High Current Yield
Funds Universe Average 4.53% 8.84% 10.03% 6.48%
--------------------------------------------------------------------------------
</TABLE>
THE INDEX SHOWN IS A BROAD-BASED, SECURITIES MARKET INDEX THAT IS UNMANAGED. THE
LIPPER AVERAGE IS A COMPOSITE OF MUTUAL FUNDS WITH GOALS SIMILAR TO THE GOALS OF
THE FUND AND INVESTMENT STRATEGIES SIMILAR TO THOSE OF THE FUND PRIOR TO
SEPTEMBER 18, 2000.
(1) SINCE OCTOBER 6, 1999 FOR CLASS B SHARES, OCTOBER 6, 1999 FOR CLASS C SHARES
AND FEBRUARY 27, 1996 FOR CLASS Y SHARES. BECAUSE EACH CLASS COMMENCED
OPERATIONS ON A DATE OTHER THAN AT THE END OF A MONTH, AND PARTIAL MONTH
CALCULATIONS OF THE PERFORMANCE OF THE ABOVE INDEXES (INCLUDING INCOME) ARE NOT
AVAILABLE, INDEX PERFORMANCE IS CALCULATED FROM OCTOBER 31, 1999, OCTOBER 31,
1999, AND FEBRUARY 29, 1996, RESPECTIVELY.
13
<PAGE>
--------------------------------------------------------------------------------
FEES AND EXPENSES
GLOBAL BOND FUND
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
SHAREHOLDER FEES
--------------------------------------------------------------------------------
(FEES PAID DIRECTLY FROM CLASS A CLASS B CLASS C CLASS Y
YOUR INVESTMENT) SHARES SHARES SHARES SHARES
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MAXIMUM SALES CHARGE
(LOAD) IMPOSED ON
PURCHASES (AS A PERCENTAGE
OF OFFERING PRICE) 5.75% None None None
--------------------------------------------------------------------------------
MAXIMUM DEFERRED
SALES CHARGE (LOAD)(1)
(AS A PERCENTAGE OF LESSER
OF AMOUNT INVESTED OR
REDEMPTION VALUE) None(2) 5% 1% None
--------------------------------------------------------------------------------
<CAPTION>
--------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES(3)
--------------------------------------------------------------------------------
(EXPENSES THAT ARE DEDUCTED CLASS A CLASS B CLASS C CLASS Y
FROM FUND ASSETS) SHARES SHARES SHARES SHARES
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MANAGEMENT FEES 0.63% 0.63% 0.63% 0.63%
--------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE
(12b-1) FEES 0.25% 0.99% 0.99% None
--------------------------------------------------------------------------------
OTHER EXPENSES 0.31% 0.47% 0.68% 0.22%
--------------------------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 1.19% 2.09% 2.30% 0.85%
--------------------------------------------------------------------------------
</TABLE>
(1) THE CDSC, WHICH IS IMPOSED ON THE LESSER OF AMOUNT INVESTED OR REDEMPTION
VALUE OF CLASS B SHARES, DECLINES FROM 5% FOR REDEMPTIONS MADE WITHIN THE FIRST
YEAR OF PURCHASE, TO 4% FOR REDEMPTIONS MADE WITHIN THE SECOND YEAR, TO 3% FOR
REDEMPTIONS MADE WITHIN THE THIRD AND FOURTH YEARS, TO 2% FOR REDEMPTIONS MADE
WITHIN THE FIFTH YEAR, TO 1% FOR REDEMPTIONS MADE WITHIN THE SIXTH YEAR AND TO
0% FOR REDEMPTIONS MADE AFTER THE SIXTH YEAR. FOR CLASS C SHARES, A 1% CDSC
APPLIES TO THE LESSER OF AMOUNT INVESTED OR REDEMPTION VALUE OF CLASS C SHARES
REDEEMED WITHIN TWELVE MONTHS AFTER PURCHASE. SOLELY FOR PURPOSES OF DETERMINING
THE NUMBER OF MONTHS OR YEARS FROM THE TIME OF ANY PAYMENT FOR THE PURCHASE OF
SHARES, ALL PAYMENTS DURING A MONTH ARE TOTALED AND DEEMED TO HAVE BEEN MADE ON
THE FIRST DAY OF THE MONTH.
(2) A 1% CDSC MAY BE IMPOSED ON PURCHASES OF $2 MILLION OR MORE OF CLASS A
SHARES THAT ARE REDEEMED WITHIN TWELVE MONTHS OF PURCHASE.
(3) OTHER EXPENSES AND TOTAL ANNUAL FUND OPERATING EXPENSES HAVE BEEN RESTATED
TO REFLECT THE CHANGE IN ACCOUNTING SERVICES FEES AND SHAREHOLDER SERVICING FEES
EFFECTIVE SEPTEMBER 1, 2000; OTHERWISE EXPENSE RATIOS ARE BASED ON OTHER
FUND-LEVEL EXPENSES FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000. ACTUAL
EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
14
<PAGE>
EXAMPLE
This example is intended to help you compare the cost of investing in the shares
of the Fund with the cost of investing in other mutual funds. The example
assumes that (a) you invest $10,000 in the particular class for each time period
specified, (b) your investment has a 5% return each year, and (c) the expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
IF SHARES ARE REDEEMED
AT END OF PERIOD: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Shares $689 $931 $1,192 $1,935
--------------------------------------------------------------------------------
Class B Shares $612 $955 $1,224 $2,188(1)
--------------------------------------------------------------------------------
Class C Shares $233 $718 $1,230 $2,636
--------------------------------------------------------------------------------
Class Y Shares $ 87 $271 $ 471 $1,049
--------------------------------------------------------------------------------
<CAPTION>
IF SHARES ARE NOT REDEEMED
AT END OF PERIOD: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Shares $689 $931 $1,192 $1,935
--------------------------------------------------------------------------------
Class B Shares $212 $655 $1,124 $2,188(1)
--------------------------------------------------------------------------------
Class C Shares $233 $718 $1,230 $2,636
--------------------------------------------------------------------------------
Class Y Shares $ 87 $271 $ 471 $1,049
--------------------------------------------------------------------------------
</TABLE>
(1) REFLECTS ANNUAL OPERATING EXPENSES OF CLASS A AFTER CONVERSION OF CLASS B
SHARES INTO CLASS A SHARES 8 YEARS AFTER THE MONTH IN WHICH THE SHARES WERE
PURCHASED.
15
<PAGE>
--------------------------------------------------------------------------------
AN OVERVIEW OF THE FUND
GOAL
WADDELL & REED ADVISORS
GOVERNMENT SECURITIES FUND, INC.
(FORMERLY UNITED GOVERNMENT SECURITIES FUND, INC.-SM-) SEEKS AS
HIGH A CURRENT INCOME AS IS CONSISTENT WITH SAFETY OF PRINCIPAL.
PRINCIPAL STRATEGIES
Government Securities Fund seeks to achieve its goal by investing exclusively in
debt securities issued or guaranteed by the U.S. Government or its agencies or
instrumentalities ("U.S. Government securities"). The Fund invests in a
diversified portfolio of U.S. Government securities, including treasury issues
and mortgage-backed securities. The Fund has no limitations on the range of
maturities of the debt securities in which it may invest.
PRINCIPAL RISKS OF INVESTING IN THE FUND
Because Government Securities Fund owns different types of fixed-income
instruments, a variety of factors can affect its investment performance, such
as:
- an increase in interest rates, which may cause the value of the Fund's
fixed-income securities, especially bonds with longer maturities, to
decline
- adverse bond and stock market conditions, sometimes in response to general
economic or industry news, that may cause the prices of the Fund's holdings
to fall as part of a broad market decline
- prepayment of higher-yielding bonds and mortgage-backed securities
- WRIMCO's skill in evaluating and selecting securities for the Fund.
As with any mutual fund, the value of the Fund's shares will change and you
could lose money on your investment. An investment in the Fund is not a bank
deposit and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency. As well, not all U.S. Government
securities are backed by the full faith and credit of the United States.
WHO MAY WANT TO INVEST
Government Securities Fund is designed for investors who seek current income and
the relative security of investing in U.S. Government securities. You should
consider whether the Fund fits your particular investment objectives.
16
<PAGE>
--------------------------------------------------------------------------------
PERFORMANCE
GOVERNMENT SECURITIES FUND
The bar chart and performance table below provide some indication of the risks
of investing in the Fund by showing changes in the Fund's performance from year
to year and by showing how the Fund's average annual total returns for the
periods shown compare with those of a broad measure of market performance and a
peer group average.
- The bar chart presents the average annual total returns for Class A and
shows how performance has varied from year to year over the past ten
calendar years.
- The bar chart does not reflect any sales charge that you may be required to
pay upon purchase of the Fund's Class A shares. If the sales charge was
included, the returns would be less than those shown.
- The performance table shows average annual total returns for each class and
compares them to the market indicators listed.
- The bar chart and the performance table assume payment of dividends and
other distributions in shares. As with all mutual funds, the Fund's past
performance does not necessarily indicate how it will perform in the
future.
Note that the performance information in the bar chart and performance table is
based on calendar-year periods, while the information shown in the Financial
Highlights section of this Prospectus and in the Fund's shareholder reports is
based on the Fund's fiscal year.
[CHART]
<TABLE>
<CAPTION>
CHART OF YEAR-BY-YEAR RETURNS
AS OF DECEMBER 31 EACH YEAR (%)
<S> <C>
'90 7.27%
'91 16.07%
'92 7.54%
'93 9.99%
'94 -3.88%
'95 19.30%
'96 1.77%
'97 9.16%
'98 7.49%
'99 -0.64%
</TABLE>
IN THE PERIOD SHOWN IN THE CHART, THE HIGHEST QUARTERLY RETURN WAS 6.81% (THE
THIRD QUARTER OF 1991) AND THE LOWEST QUARTERLY RETURN WAS -3.32% (THE FIRST
QUARTER OF 1994). THE CLASS A RETURN FOR THE YEAR THROUGH SEPTEMBER 30, 2000 WAS
6.24%.
17
<PAGE>
--------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1999 (%) 1 YEAR 5 YEARS 10 YEARS LIFE OF CLASS(1)
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CLASS A SHARES OF
GOVERNMENT SECURITIES FUND -4.86% 6.27% 6.76%
-------------------------------------------------------------------------------
Salomon Brothers Treasury/
Government Sponsored/
Mortgage Bond Index -0.59% 7.66% 7.64%
-------------------------------------------------------------------------------
Lipper General U. S.
Government Funds
Universe Average -3.02% 6.50% 6.63%
-------------------------------------------------------------------------------
CLASS B SHARES OF
GOVERNMENT SECURITIES FUND -5.09%
-------------------------------------------------------------------------------
Salomon Brothers Treasury/
Government Sponsored/
Mortgage Bond Index -0.59% 7.66% 7.64% -0.52%
-------------------------------------------------------------------------------
Lipper General U. S.
Government Funds
Universe Average -3.02% 6.50% 6.63% -0.82%
-------------------------------------------------------------------------------
CLASS C SHARES OF
GOVERNMENT SECURITIES FUND -0.87%
-------------------------------------------------------------------------------
Salomon Brothers Treasury/
Government Sponsored/
Mortgage Bond Index -0.59% 7.66% 7.64% -0.52%
-------------------------------------------------------------------------------
Lipper General U. S.
Government Funds
Universe Average -3.02% 6.50% 6.63% -0.82%
-------------------------------------------------------------------------------
CLASS Y SHARES OF
GOVERNMENT SECURITIES FUND -0.28% 5.73%
-------------------------------------------------------------------------------
Salomon Brothers Treasury/
Government Sponsored/
Mortgage Bond Index -0.59% 7.66% 7.64% 5.96%
-------------------------------------------------------------------------------
Lipper General U. S.
Government Funds
Universe Average -3.02% 6.50% 6.63% 4.69%
-------------------------------------------------------------------------------
</TABLE>
THE INDEX SHOWN IS A BROAD-BASED, SECURITIES MARKET INDEX THAT IS UNMANAGED. THE
LIPPER AVERAGE IS A COMPOSITE OF MUTUAL FUNDS WITH GOALS SIMILAR TO THE GOAL OF
THE FUND.
(1) SINCE OCTOBER 4, 1999 FOR CLASS B SHARES, OCTOBER 8, 1999 FOR CLASS C SHARES
AND SEPTEMBER 27, 1995 FOR CLASS Y SHARES. BECAUSE EACH CLASS COMMENCED
OPERATIONS ON A DATE OTHER THAN AT THE END OF A MONTH, AND PARTIAL MONTH
CALCULATIONS OF THE PERFORMANCE OF THE INDEX (INCLUDING INCOME) ARE NOT
AVAILABLE, PERFORMANCE OF THE INDEX IS FROM OCTOBER 31, 1999, OCTOBER 31, 1999
AND SEPTEMBER 30, 1995, RESPECTIVELY.
18
<PAGE>
--------------------------------------------------------------------------------
FEES AND EXPENSES
GOVERNMENT SECURITIES FUND
THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
SHARES OF THE FUND.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
SHAREHOLDER FEES
--------------------------------------------------------------------------------
(FEES PAID DIRECTLY FROM CLASS A CLASS B CLASS C CLASS Y
YOUR INVESTMENT) SHARES SHARES SHARES SHARES
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MAXIMUM SALES CHARGE
(LOAD) IMPOSED ON
PURCHASES (AS A PERCENTAGE
OF OFFERING PRICE) 4.25% None None None
--------------------------------------------------------------------------------
MAXIMUM DEFERRED
SALES CHARGE (LOAD)(1)
(AS A PERCENTAGE OF LESSER
OF AMOUNT INVESTED OR
REDEMPTION VALUE) None(2) 5% 1% None
--------------------------------------------------------------------------------
<CAPTION>
--------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES(3)
--------------------------------------------------------------------------------
(EXPENSES THAT ARE DEDUCTED CLASS A CLASS B CLASS C CLASS Y
FROM FUND ASSETS) SHARES SHARES SHARES SHARES
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MANAGEMENT FEES 0.50% 0.50% 0.50% 0.50%
--------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE
(12b-1) FEES 0.24% 1.00% 1.00% None
--------------------------------------------------------------------------------
OTHER EXPENSES 0.42% 0.56% 0.60% 0.30%
--------------------------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 1.16% 2.06% 2.10% 0.80%
--------------------------------------------------------------------------------
</TABLE>
(1) THE CDSC, WHICH IS IMPOSED ON THE LESSER OF AMOUNT INVESTED OR REDEMPTION
VALUE OF CLASS B SHARES, DECLINES FROM 5% FOR REDEMPTIONS MADE WITHIN THE FIRST
YEAR OF PURCHASE, TO 4% FOR REDEMPTIONS MADE WITHIN THE SECOND YEAR, TO 3% FOR
REDEMPTIONS MADE WITHIN THE THIRD AND FOURTH YEARS, TO 2% FOR REDEMPTIONS MADE
WITHIN THE FIFTH YEAR, TO 1% FOR REDEMPTIONS MADE WITHIN THE SIXTH YEAR AND TO
0% FOR REDEMPTIONS MADE AFTER THE SIXTH YEAR. FOR CLASS C SHARES, A 1% CDSC
APPLIES TO THE LESSER OF AMOUNT INVESTED OR REDEMPTION VALUE OF CLASS C SHARES
REDEEMED WITHIN TWELVE MONTHS AFTER PURCHASE. SOLELY FOR PURPOSES OF DETERMINING
THE NUMBER OF MONTHS OR YEARS FROM THE TIME OF ANY PAYMENT FOR THE PURCHASE OF
SHARES, ALL PAYMENTS DURING A MONTH ARE TOTALED AND DEEMED TO HAVE BEEN MADE ON
THE FIRST DAY OF THE MONTH.
(2) A 1% CDSC MAY BE IMPOSED ON PURCHASES OF $2 MILLION OR MORE OF CLASS A
SHARES THAT ARE REDEEMED WITHIN TWELVE MONTHS OF PURCHASE.
(3) OTHER EXPENSES AND TOTAL ANNUAL FUND OPERATING EXPENSES HAVE BEEN RESTATED
TO REFLECT THE CHANGE IN ACCOUNTING SERVICES FEES AND SHAREHOLDER SERVICING FEES
EFFECTIVE SEPTEMBER 1, 2000; OTHERWISE EXPENSE RATIOS ARE BASED ON OTHER
FUND-LEVEL EXPENSES FOR THE FISCAL PERIOD ENDED SEPTEMBER 30, 2000. ACTUAL
EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
19
<PAGE>
--------------------------------------------------------------------------------
EXAMPLE
--------------------------------------------------------------------------------
This example is intended to help you compare the cost of investing in the shares
of the Fund with the cost of investing in other mutual funds. The example
assumes that (a) you invest $10,000 in the particular class for each time period
specified, (b) your investment has a 5% return each year, and (c) the expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
IF SHARES ARE REDEEMED
AT END OF PERIOD: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Shares $538 $778 $1,036 $1,774
--------------------------------------------------------------------------------
Class B Shares $609 $946 $1,208 $2,157(1)
--------------------------------------------------------------------------------
Class C Shares $213 $658 $1,129 $2,431
--------------------------------------------------------------------------------
Class Y Shares $ 82 $255 $ 444 $ 990
--------------------------------------------------------------------------------
<CAPTION>
IF SHARES ARE NOT REDEEMED
AT END OF PERIOD: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Shares $538 $778 $1,036 $1,774
--------------------------------------------------------------------------------
Class B Shares $209 $646 $1,108 $2,157(1)
--------------------------------------------------------------------------------
Class C Shares $213 $658 $1,129 $2,431
--------------------------------------------------------------------------------
Class Y Shares $ 82 $255 $ 444 $ 990
--------------------------------------------------------------------------------
</TABLE>
(1)REFLECTS ANNUAL OPERATING EXPENSES OF CLASS A AFTER CONVERSION OF CLASS B
SHARES INTO CLASS A SHARES 8 YEARS AFTER THE MONTH IN WHICH THE SHARES WERE
PURCHASED.
20
<PAGE>
--------------------------------------------------------------------------------
AN OVERVIEW OF THE FUND
GOALS
WADDELL & REED ADVISORS
HIGH INCOME FUND, INC.
(FORMERLY UNITED HIGH INCOME FUND, INC.-SM-) SEEKS, AS A
PRIMARY GOAL, A HIGH LEVEL OF CURRENT INCOME. AS A SECONDARY
GOAL, THE FUND SEEKS CAPITAL GROWTH WHEN CONSISTENT WITH ITS
PRIMARY GOAL.
PRINCIPAL STRATEGIES
High Income Fund seeks to achieve its goals by investing primarily in a
diversified portfolio of high-yield, high-risk, fixed-income securities the
risks of which are, in the judgment of WRIMCO, consistent with the Fund's goals.
The Fund can invest in companies of any size. The Fund invests primarily in the
lower quality bonds, commonly called junk bonds, that are rated BB and below by
S&P or Ba and below by Moody's or, if unrated, deemed by WRIMCO to be of
comparable quality. The Fund may invest an unlimited amount of its total assets
in junk bonds. As well, the Fund may invest in bonds of any maturity.
The Fund may invest up to 20% of its total assets in common stock in order to
seek capital growth. The Fund emphasizes a blend of value and growth in its
selection of common stock. Value stocks are those whose earnings WRIMCO believes
are currently selling below their true worth. Growth stocks are those whose
earnings WRIMCO believes are likely to grow faster than the economy.
WRIMCO may look at a number of factors in selecting securities for the Fund.
These include an issuer's past, current and estimated future:
- financial strength
- cash flow
- management
- borrowing requirements
- responsiveness to changes in interest rates and business conditions.
In general, in determining whether to sell a debt security, WRIMCO uses the same
type of analysis that it uses in buying debt securities. For example, WRIMCO may
sell a holding if the issuer's financial strength declines to an unacceptable
level or management of the company weakens. As well, WRIMCO may choose to sell
an equity security if the issuer's growth potential
21
<PAGE>
has diminished. WRIMCO may also sell a security to take advantage of more
attractive investment opportunities or to raise cash.
PRINCIPAL RISKS OF INVESTING IN THE FUND
Because High Income Fund owns different types of securities, a variety of
factors can affect its investment performance, such as:
- the earnings performance, credit quality and other conditions of the
companies whose securities the Fund holds
- the susceptibility of junk bonds to greater risks of non-payment or
default, price volatility and lack of liquidity compared to higher-rated
bonds
- an increase in interest rates, which may cause the value of a bond held by
the Fund, especially bonds with longer maturities, to decline
- changes in the maturities of bonds owned by the Fund
- adverse bond and stock market conditions, sometimes in response to general
economic or industry news, that may cause the prices of the Fund's holdings
to fall as part of a broad market decline
- WRIMCO's skill in evaluating and managing the interest rate and credit
risks of the Fund's portfolio.
Market risk for small or medium sized companies may be greater than that for
large companies. For example, smaller companies may have limited financial
resources, limited product lines or inexperienced management.
As with any mutual fund, the value of the Fund's shares will change, and you
could lose money on your investment. An investment in the Fund is not a bank
deposit and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.
WHO MAY WANT TO INVEST
High Income Fund is designed for investors who primarily seek a level of current
income that is higher than is normally available with securities in the higher
rated categories and, secondarily, seek capital growth where consistent with the
goal of income. The Fund is not suitable for all investors. You should consider
whether the Fund fits your particular investment objectives.
22
<PAGE>
PERFORMANCE
HIGH INCOME FUND
The bar chart and performance table below provide some indication of the risks
of investing in the Fund by showing changes in the Fund's performance from year
to year and by showing how the Fund's average annual total returns for the
periods shown compare with those of a broad measure of market performance and a
peer group average.
- The bar chart presents the average annual total returns for Class A and
shows how performance has varied from year to year over the past ten
calendar years.
- The bar chart does not reflect any sales charge that you may be required to
pay upon purchase of the Fund's Class A shares. If the sales charge was
included, the returns would be less than those shown.
- The performance table shows average annual total returns for each class and
compares them to the market indicators listed.
- The bar chart and the performance table assume payment of dividends and
other distributions in shares. As with all mutual funds, the Fund's past
performance does not necessarily indicate how it will perform in the
future.
Note that the performance information in the bar chart and performance table is
based on calendar-year periods, while the information shown in the Financial
Highlights section of this Prospectus and in the Fund's shareholder reports is
based on the Fund's fiscal year.
[CHART]
<TABLE>
<CAPTION>
CHART OF YEAR-BY-YEAR RETURNS
AS OF DECEMBER 31 EACH YEAR (%)
<S> <C>
'90 -14.97%
'91 37.45%
'92 16.33%
'93 17.69%
'94 -3.66%
'95 17.80%
'96 11.88%
'97 14.32%
'98 3.88%
'99 2.92%
</TABLE>
IN THE PERIOD SHOWN IN THE CHART, THE HIGHEST QUARTERLY RETURN WAS 12.12% (THE
FIRST QUARTER OF 1991) AND THE LOWEST QUARTERLY RETURN WAS -7.59% (THE THIRD
QUARTER OF 1990). THE CLASS A RETURN FOR THE YEAR THROUGH SEPTEMBER 30, 2000 WAS
-2.53%.
23
<PAGE>
--------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1999 (%) 1 YEAR 5 YEARS 10 YEARS LIFE OF CLASS(1)
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CLASS A SHARES OF
HIGH INCOME FUND -3.00% 8.71% 8.93%
--------------------------------------------------------------------------------
Salomon Brothers High Yield
Market Index 1.73% 9.71% 10.94%
--------------------------------------------------------------------------------
Salomon Brothers High Yield
Composite Index 1.24% 10.39% 11.35%
--------------------------------------------------------------------------------
Lipper High Current Yield Funds
Universe Average 4.53% 8.84% 10.03%
--------------------------------------------------------------------------------
CLASS B SHARES OF
HIGH INCOME FUND -2.38%
--------------------------------------------------------------------------------
Salomon Brothers High Yield
Market Index 1.73% 9.71% 10.94% 2.42%
--------------------------------------------------------------------------------
Salomon Brothers High Yield
Composite Index 1.24% 10.39% 11.35% 2.70%
--------------------------------------------------------------------------------
Lipper High Current Yield Funds
Universe Average 4.53% 8.84% 10.03% 2.78%
--------------------------------------------------------------------------------
CLASS C SHARES OF
HIGH INCOME FUND 1.62%
--------------------------------------------------------------------------------
Salomon Brothers High Yield
Market Index 1.73% 9.71% 10.94% 2.42%
--------------------------------------------------------------------------------
Salomon Brothers High Yield
Composite Index 1.24% 10.39% 11.35% 2.70%
--------------------------------------------------------------------------------
Lipper High Current Yield Funds
Universe Average 4.53% 8.84% 10.03% 2.78%
--------------------------------------------------------------------------------
CLASS Y SHARES OF
HIGH INCOME FUND 3.15% 8.17%
--------------------------------------------------------------------------------
Salomon Brothers High Yield
Market Index 1.73% 9.71% 10.94% 7.34%
--------------------------------------------------------------------------------
Salomon Brothers High Yield
Composite Index 1.24% 10.39% 11.35% 7.57%
--------------------------------------------------------------------------------
Lipper High Current Yield Funds
Universe Average 4.53% 8.84% 10.03% 7.02%
--------------------------------------------------------------------------------
</TABLE>
THE INDEXES SHOWN ARE BROAD-BASED, SECURITIES MARKET INDEXES THAT ARE UNMANAGED.
THE SALOMON BROTHERS HIGH YIELD MARKET INDEX WILL REPLACE THE SALOMON BROTHERS
HIGH YIELD COMPOSITE INDEX. WRIMCO BELIEVES THAT THE NEW INDEX PROVIDES A MORE
ACCURATE BASIS FOR COMPARING THE FUND'S PERFORMANCE TO THE TYPES OF SECURITIES
IN WHICH THE FUND INVESTS. BOTH INDEXES ARE PRESENTED FOR COMPARISON PURPOSES.
THE LIPPER AVERAGE IS A COMPOSITE OF MUTUAL FUNDS WITH GOALS SIMILAR TO THE
GOALS OF THE FUND.
(1) SINCE OCTOBER 4, 1999 FOR CLASS B SHARES, OCTOBER 4, 1999 FOR CLASS C SHARES
AND JANUARY 4, 1996 FOR CLASS Y SHARES. BECAUSE EACH CLASS COMMENCED OPERATIONS
ON A DATE OTHER THAN AT THE END OF A MONTH, AND PARTIAL MONTH CALCULATIONS OF
THE PERFORMANCE OF THE INDEXES (INCLUDING INCOME) ARE NOT AVAILABLE, INDEX
PERFORMANCE IS FROM OCTOBER 31, 1999, OCTOBER 31, 1999 AND DECEMBER 31, 1995,
RESPECTIVELY.
24
<PAGE>
--------------------------------------------------------------------------------
FEES AND EXPENSES
HIGH INCOME FUND
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
SHAREHOLDER FEES
--------------------------------------------------------------------------------
(FEES PAID DIRECTLY FROM CLASS A CLASS B CLASS C CLASS Y
YOUR INVESTMENT) SHARES SHARES SHARES SHARES
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MAXIMUM SALES CHARGE
(LOAD) IMPOSED ON
PURCHASES (AS A PERCENTAGE
OF OFFERING PRICE) 5.75% None None None
--------------------------------------------------------------------------------
MAXIMUM DEFERRED
SALES CHARGE (LOAD)(1)
(AS A PERCENTAGE OF LESSER
OF AMOUNT INVESTED OR
REDEMPTION VALUE) None(2) 5% 1% None
--------------------------------------------------------------------------------
<CAPTION>
--------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES(3)
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
(EXPENSES THAT ARE DEDUCTED CLASS A CLASS B CLASS C CLASS Y
FROM FUND ASSETS) SHARES SHARES SHARES SHARES
--------------------------------------------------------------------------------
MANAGEMENT FEES 0.62% 0.62% 0.62% 0.62%
--------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE
(12b-1) FEES 0.24% 1.00% 1.00% None
--------------------------------------------------------------------------------
OTHER EXPENSES 0.22% 0.40% 0.50% 0.20%
--------------------------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 1.08% 2.02% 2.12% 0.82%
--------------------------------------------------------------------------------
</TABLE>
(1) THE CDSC, WHICH IS IMPOSED ON THE LESSER OF AMOUNT INVESTED OR REDEMPTION
VALUE OF CLASS B SHARES, DECLINES FROM 5% FOR REDEMPTIONS MADE WITHIN THE FIRST
YEAR OF PURCHASE, TO 4% FOR REDEMPTIONS MADE WITHIN THE SECOND YEAR, TO 3% FOR
REDEMPTIONS MADE WITHIN THE THIRD AND FOURTH YEARS, TO 2% FOR REDEMPTIONS MADE
WITHIN THE FIFTH YEAR, TO 1% FOR REDEMPTIONS MADE WITHIN THE SIXTH YEAR AND TO
0% FOR REDEMPTIONS MADE AFTER THE SIXTH YEAR. FOR CLASS C SHARES, A 1% CDSC
APPLIES TO THE LESSER OF AMOUNT INVESTED OR REDEMPTION VALUE OF CLASS C SHARES
REDEEMED WITHIN TWELVE MONTHS AFTER PURCHASE. SOLELY FOR PURPOSES OF DETERMINING
THE NUMBER OF MONTHS OR YEARS FROM THE TIME OF ANY PAYMENT FOR THE PURCHASE OF
SHARES, ALL PAYMENTS DURING A MONTH ARE TOTALED AND DEEMED TO HAVE BEEN MADE ON
THE FIRST DAY OF THE MONTH.
(2) A 1% CDSC MAY BE IMPOSED ON PURCHASES OF $2 MILLION OR MORE OF CLASS A
SHARES THAT ARE REDEEMED WITHIN TWELVE MONTHS OF PURCHASE.
(3) OTHER EXPENSES AND TOTAL ANNUAL FUND OPERATING EXPENSES HAVE BEEN RESTATED
TO REFLECT THE CHANGE IN ACCOUNTING SERVICES FEES AND SHAREHOLDER SERVICING FEES
EFFECTIVE SEPTEMBER 1, 2000; OTHERWISE EXPENSE RATIOS ARE BASED ON OTHER
FUND-LEVEL EXPENSES FOR THE FISCAL PERIOD ENDED SEPTEMBER 30, 2000. ACTUAL
EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
25
<PAGE>
--------------------------------------------------------------------------------
EXAMPLE
--------------------------------------------------------------------------------
This example is intended to help you compare the cost of investing in the shares
of the Fund with the cost of investing in other mutual funds. The example
assumes that (a) you invest $10,000 in the particular class for each time period
specified, (b) your investment has a 5% return each year, and (c) the expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
IF SHARES ARE REDEEMED
AT END OF PERIOD: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Shares $679 $899 $1,136 $1,816
--------------------------------------------------------------------------------
Class B Shares $605 $934 $1,188 $2,104(1)
--------------------------------------------------------------------------------
Class C Shares $215 $664 $1,139 $2,452
--------------------------------------------------------------------------------
Class Y Shares $ 84 $262 $ 455 $1,014
--------------------------------------------------------------------------------
<CAPTION>
--------------------------------------------------------------------------------
IF SHARES ARE NOT REDEEMED
AT END OF PERIOD: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Shares $679 $899 $1,136 $1,816
--------------------------------------------------------------------------------
Class B Shares $205 $634 $1,088 $2,104(1)
--------------------------------------------------------------------------------
Class C Shares $215 $664 $1,139 $2,452
--------------------------------------------------------------------------------
Class Y Shares $ 84 $262 $ 455 $1,014
--------------------------------------------------------------------------------
</TABLE>
(1) REFLECTS ANNUAL OPERATING EXPENSES OF CLASS A AFTER CONVERSION OF CLASS B
SHARES INTO CLASS A SHARES 8 YEARS AFTER THE MONTH IN WHICH THE SHARES WERE
PURCHASED.
26
<PAGE>
--------------------------------------------------------------------------------
AN OVERVIEW OF THE FUND
GOAL
WADDELL & REED ADVISORS
MUNICIPAL BOND FUND, INC.
(FORMERLY UNITED MUNICIPAL BOND FUND, INC.-SM-) SEEKS TO
PROVIDE INCOME THAT IS NOT SUBJECT TO FEDERAL INCOME TAX.
PRINCIPAL STRATEGIES
Municipal Bond Fund seeks to achieve its goal by investing primarily in
tax-exempt municipal bonds, mainly of investment grade. The Fund may invest in
bonds of any maturity. "Municipal bonds" mean obligations the interest on which
is not includable in gross income for Federal income tax purposes. However, a
significant portion of the Fund's municipal bond interest may be subject to the
Federal alternative minimum tax ("AMT"), up to 40% of the dividends paid to
shareholders.
The Fund diversifies its holdings among two main types of municipal bonds:
- general obligation bonds, which are backed by the full faith, credit and
taxing power of the governmental authority, and
- revenue bonds, which are payable only from specific sources, such as the
revenue from a particular project or a special tax. Revenue bonds include
certain private activity bonds ("PABs") and industrial development bonds
("IDBs"), which finance privately operated facilities.
WRIMCO, the Fund's investment manager, may look at a number of factors in
selecting securities for the Fund's portfolio. These include:
- the security's current coupon
- the maturity of the security
- the relative value of the security
- the creditworthiness of the particular issuer or of the private company
involved
- the structure of the security, including whether it has a put or a call
feature.
In general, in determining whether to sell a security, WRIMCO uses the same type
of analysis that is used in buying securities in order to determine whether the
security continues to be a desired investment for the Fund. WRIMCO may also sell
a security to take advantage of more attractive investment opportunities or to
raise cash.
27
<PAGE>
PRINCIPAL RISKS OF INVESTING IN THE FUND
Because Municipal Bond Fund owns different types of securities, a variety of
factors can affect its investment performance, such as:
- an increase in interest rates, which may cause the value of the Fund's
fixed-income securities, especially bonds with longer maturities, to
decline
- prepayment of asset-backed securities or mortgage-backed securities held by
the Fund ("extraordinary call risk")
- prepayment of higher-yielding bonds when interest rates decline ("optional
call risk")
- changes in the maturities of bonds owned by the Fund
- the credit quality of the issuers whose securities the Fund owns or of the
private companies involved in IDB-financed projects
- the local economic, political or regulatory environment affecting bonds
owned by the Fund
- failure of a bond's interest to qualify as tax-exempt
- legislation affecting the tax status of municipal bond interest
- adverse bond and stock market conditions, sometimes in response to general
economic or industry news, that may cause the prices of the Fund's holdings
to fall as part of a broad market decline
- WRIMCO's skill in evaluating and managing the interest rate and credit
risks of the Fund's portfolio.
A significant portion of the Fund's municipal bond interest may subject
investors to the AMT; this would have the effect of reducing the Fund's return
to any such investor.
As with any mutual fund, the value of the Fund's shares will change, and you
could lose money on your investment. An investment in the Fund is not a bank
deposit and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.
WHO MAY WANT TO INVEST
Municipal Bond Fund is designed for investors seeking current income that is
primarily free from Federal income tax, through a diversified portfolio. You
should consider whether the Fund fits your particular investment objectives.
28
<PAGE>
--------------------------------------------------------------------------------
PERFORMANCE
MUNICIPAL BOND FUND
The bar chart and performance table below provide some indication of the risks
of investing in the Fund by showing changes in the Fund's performance from year
to year and by showing how the Fund's average annual total returns for the
periods shown compare with those of a broad measure of market performance and a
peer group average.
- The bar chart presents the average annual total returns for Class A and
shows how performance has varied from year to year over the past ten
calendar years.
- The bar chart does not reflect any sales charge that you may be required to
pay upon purchase of the Fund's Class A shares. If the sales charge was
included, the returns would be less than those shown.
- The performance table shows average annual total returns for each class and
compares them to the market indicators listed.
- The bar chart and the performance table assume payment of dividends and
other distributions in shares. As with all mutual funds, the Fund's past
performance does not necessarily indicate how it will perform in the
future.
Note that the performance information in the bar chart and performance table is
based on calendar-year periods, while the information shown in the Financial
Highlights section of this Prospectus and in the Fund's shareholder reports is
based on the Fund's fiscal year.
[CHART]
<TABLE>
<CAPTION>
CHART OF YEAR-BY-YEAR RETURNS
AS OF DECEMBER 31 EACH YEAR (%)
<S> <C>
'90 5.63%
'91 13.15%
'92 9.53%
'93 14.30%
'94 -7.14%
'95 20.17%
'96 4.12%
'97 10.23%
'98 5.20%
'99 -5.50%
</TABLE>
IN THE PERIOD SHOWN IN THE CHART, THE HIGHEST QUARTERLY RETURN WAS 8.87% (THE
FIRST QUARTER OF 1995) AND THE LOWEST QUARTERLY RETURN WAS -6.48% (THE FIRST
QUARTER OF 1994). THE CLASS A RETURN FOR THE YEAR THROUGH SEPTEMBER 30, 2000 WAS
6.68%.
29
<PAGE>
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
--------------------------------------------------------------------------------
AS OF DECEMBER 31, 1999 (%) 1 YEAR 5 YEARS 10 YEARS LIFE OF CLASS(1)
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CLASS A SHARES OF
MUNICIPAL BOND FUND -9.52% 5.60% 6.23%
--------------------------------------------------------------------------------
Lehman Brothers Municipal
Bond Index -2.07% 6.92% 6.89%
--------------------------------------------------------------------------------
Lipper General Municipal
Debt Funds Universe Average -4.63% 5.76% 6.18%
--------------------------------------------------------------------------------
CLASS B SHARES OF
MUNICIPAL BOND FUND -6.88%
--------------------------------------------------------------------------------
Lehman Brothers Municipal
Bond Index -2.07% 6.92% 6.89% 0.30%
--------------------------------------------------------------------------------
Lipper General Municipal
Debt Funds Universe Average -4.63% 5.76% 6.18% -0.03%
--------------------------------------------------------------------------------
CLASS C SHARES OF
MUNICIPAL BOND FUND -3.05%
--------------------------------------------------------------------------------
Lehman Brothers Municipal
Bond Index -2.07% 6.92% 6.89% 0.30%
--------------------------------------------------------------------------------
Lipper General Municipal
Debt Funds Universe Average -4.63% 5.76% 6.18% -0.03%
--------------------------------------------------------------------------------
CLASS Y SHARES OF
MUNICIPAL BOND FUND -5.42% -5.41%
--------------------------------------------------------------------------------
Lehman Brothers Municipal
Bond Index -2.07% 6.92% 6.89% -2.07%
--------------------------------------------------------------------------------
Lipper General Municipal
Debt Funds Universe Average -4.63% 5.76% 6.18% -4.63%
--------------------------------------------------------------------------------
</TABLE>
THE INDEX SHOWN IS A BROAD-BASED, SECURITIES MARKET INDEX THAT IS UNMANAGED. THE
LIPPER AVERAGE IS A COMPOSITE OF MUTUAL FUNDS WITH GOALS SIMILAR TO THE GOAL OF
THE FUND.
(1)SINCE OCTOBER 5, 1999 FOR CLASS B SHARES, OCTOBER 7, 1999 FOR CLASS C SHARES
AND DECEMBER 30, 1998 FOR CLASS Y SHARES. BECAUSE EACH CLASS COMMENCED
OPERATIONS ON A DATE OTHER THAN AT THE END OF A MONTH, AND PARTIAL MONTH
CALCULATIONS OF THE PERFORMANCE OF THE ABOVE INDEX (INCLUDING INCOME) ARE NOT
AVAILABLE, INDEX PERFORMANCE IS CALCULATED FROM OCTOBER 31, 1999, OCTOBER 31,
1999 AND DECEMBER 31, 1998, RESPECTIVELY.
30
<PAGE>
--------------------------------------------------------------------------------
FEES AND EXPENSES
MUNICIPAL BOND FUND
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
SHAREHOLDER FEES
--------------------------------------------------------------------------------
(FEES PAID DIRECTLY FROM CLASS A CLASS B CLASS C CLASS Y
YOUR INVESTMENT) SHARES SHARES SHARES SHARES
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MAXIMUM SALES CHARGE
(LOAD) IMPOSED ON
PURCHASES (AS A PERCENTAGE
OF OFFERING PRICE) 4.25% None None None
--------------------------------------------------------------------------------
MAXIMUM DEFERRED SALES
CHARGE (LOAD)(1)(AS A
PERCENTAGE OF LESSER OF
AMOUNT INVESTED OR
REDEMPTION VALUE) None(2) 5% 1% None
--------------------------------------------------------------------------------
<CAPTION>
--------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES(3)
--------------------------------------------------------------------------------
(EXPENSES THAT ARE DEDUCTED CLASS A CLASS B CLASS C CLASS Y
FROM FUND ASSETS) SHARES SHARES SHARES SHARES
--------------------------------------------------------------------------------
MANAGEMENT FEES 0.52% 0.52% 0.52% 0.52%
--------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE
(12b-1) FEES 0.24% 0.99% 0.98% None
--------------------------------------------------------------------------------
OTHER EXPENSES 0.14% 0.35% 0.33% 0.19%
--------------------------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 0.90% 1.86% 1.83% 0.71%
--------------------------------------------------------------------------------
</TABLE>
(1) THE CDSC, WHICH IS IMPOSED ON THE LESSER OF AMOUNT INVESTED OR REDEMPTION
VALUE OF CLASS B SHARES, DECLINES FROM 5% FOR REDEMPTIONS MADE WITHIN THE FIRST
YEAR OF PURCHASE, TO 4% FOR REDEMPTIONS MADE WITHIN THE SECOND YEAR, TO 3% FOR
REDEMPTIONS MADE WITHIN THE THIRD AND FOURTH YEARS, TO 2% FOR REDEMPTIONS MADE
WITHIN THE FIFTH YEAR, TO 1% FOR REDEMPTIONS MADE WITHIN THE SIXTH YEAR AND TO
0% FOR REDEMPTIONS MADE AFTER THE SIXTH YEAR. FOR CLASS C SHARES, A 1% CDSC
APPLIES TO THE LESSER OF AMOUNT INVESTED OR REDEMPTION VALUE OF CLASS C SHARES
REDEEMED WITHIN TWELVE MONTHS AFTER PURCHASE. SOLELY FOR PURPOSES OF DETERMINING
THE NUMBER OF MONTHS OR YEARS FROM THE TIME OF ANY PAYMENT FOR THE PURCHASE OF
SHARES, ALL PAYMENTS DURING A MONTH ARE TOTALED AND DEEMED TO HAVE BEEN MADE ON
THE FIRST DAY OF THE MONTH.
(2) A 1% CDSC MAY BE IMPOSED ON PURCHASES OF $2 MILLION OR MORE OF CLASS A
SHARES THAT ARE REDEEMED WITHIN TWELVE MONTHS OF PURCHASE.
(3) OTHER EXPENSES AND TOTAL ANNUAL FUND OPERATING EXPENSES HAVE BEEN
RESTATED TO REFLECT THE CHANGE IN ACCOUNTING SERVICES FEES AND SHAREHOLDER
SERVICING FEES EFFECTIVE SEPTEMBER 1, 2000; OTHERWISE EXPENSE RATIOS ARE
BASED ON OTHER FUND-LEVEL EXPENSES FOR THE FISCAL YEAR ENDED SEPTEMBER 30,
2000. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
31
<PAGE>
--------------------------------------------------------------------------------
EXAMPLE
--------------------------------------------------------------------------------
This example is intended to help you compare the cost of investing in the shares
of the Fund with the cost of investing in other mutual funds. The example
assumes that (a) you invest $10,000 in the particular class for each time period
specified, (b) your investment has a 5% return each year, and (c) the expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
IF SHARES ARE REDEEMED
AT END OF PERIOD: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Shares $513 $700 $ 902 $1,486
--------------------------------------------------------------------------------
Class B Shares $589 $885 $1,106 $1,927(1)
--------------------------------------------------------------------------------
Class C Shares $186 $576 $ 990 $2,148
--------------------------------------------------------------------------------
Class Y Shares $ 73 $227 $ 395 $ 883
--------------------------------------------------------------------------------
<CAPTION>
IF SHARES ARE NOT REDEEMED
AT END OF PERIOD: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Shares $513 $700 $ 902 $1,486
--------------------------------------------------------------------------------
Class B Shares $189 $585 $1,006 $1,927(1)
--------------------------------------------------------------------------------
Class C Shares $186 $576 $ 990 $2,148
--------------------------------------------------------------------------------
Class Y Shares $ 73 $227 $ 395 $ 883
--------------------------------------------------------------------------------
</TABLE>
(1) REFLECTS ANNUAL OPERATING EXPENSES OF CLASS A AFTER CONVERSION OF CLASS B
SHARES INTO CLASS A SHARES 8 YEARS AFTER THE MONTH IN WHICH THE SHARES WERE
PURCHASED.
32
<PAGE>
--------------------------------------------------------------------------------
AN OVERVIEW OF THE FUND
GOAL
WADDELL & REED ADVISORS
MUNICIPAL HIGH INCOME FUND, INC.
(FORMERLY UNITED MUNICIPAL HIGH INCOME FUND, INC.-SM-) SEEKS
TO PROVIDE A HIGH LEVEL OF INCOME THAT IS NOT SUBJECT TO
FEDERAL INCOME TAX.
PRINCIPAL STRATEGIES
Municipal High Income Fund seeks to achieve its goal through a diversified
portfolio consisting mainly of tax-exempt municipal bonds. These bonds are rated
primarily in the lower tier of investment grade (BBB by S&P and Baa by Moody's)
or lower, including bonds rated below investment grade, junk bonds (rated BB and
lower by S&P and Ba and lower by Moody's), or, if unrated, judged by WRIMCO to
be of similar quality.
"Municipal bonds" mean obligations the interest on which is not includable in
gross income for Federal income tax purposes. The Fund diversifies its holdings
among two main types of municipal bonds:
- general obligation bonds, which are backed by the full faith, credit and
taxing power of the governmental authority, and
- revenue bonds, which are payable only from specific sources, such as the
revenue from a particular project or a special tax. Revenue bonds, IDBs and
PABs finance privately operated facilities.
WRIMCO may look at a number of factors in selecting securities for the Fund's
portfolio. These include:
- the security's current coupon
- the maturity of the security
- the relative value and market yield of the security
- the creditworthiness of the particular issuer or of the private company
involved
- the structure of the security, including whether it has a put or a call
feature.
In general, in determining whether to sell a security, WRIMCO uses the same type
of analysis that is used in buying securities in order to determine whether the
security continues to be a desired investment for the Fund,
33
<PAGE>
including consideration of the security's current credit quality. As well,
WRIMCO may sell a security to take advantage of more attractive investment
opportunities or to raise cash.
The Fund may invest significantly in IDBs and PABs in general, revenue bonds
payable from similar projects and municipal bonds of issuers located in the same
geographic area.
The Fund typically invests in municipal bonds with remaining maturities of 10 to
30 years.
PRINCIPAL RISKS OF INVESTING IN THE FUND
Because Municipal High Income Fund owns different types of securities, a variety
of factors can affect its investment performance, such as:
- an increase in interest rates, which may cause the value of the Fund's
fixed-income securities, especially bonds with longer maturities, to
decline
- the credit quality of the issuers whose securities the Fund owns or of the
private companies involved in IDB or PAB financed projects
- changes in the maturities of bonds owned by the Fund
- prepayment of asset-backed securities or other higher-yielding bonds held
by the Fund ("prepayment risk")
- the local economic, political or regulatory environment affecting bonds
owned by the Fund
- failure of a bond's interest to qualify as tax-exempt
- legislation affecting the tax status of municipal bond interest
- adverse bond and stock market conditions, sometimes in response to general
economic or industry news, that may cause the prices of the Fund's holdings
to fall as part of a broad market decline
- WRIMCO's skill in evaluating and managing the interest rate and credit
risks of the Fund's portfolio.
A significant portion of the Fund's municipal bond interest may subject
investors to the AMT; this would have the effect of reducing the Fund's return
to any such investor.
As with any mutual fund, the value of the Fund's shares will change, and you
could lose money on your investment. An investment in the Fund is not a bank
deposit and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.
34
<PAGE>
WHO MAY WANT TO INVEST
Municipal High Income Fund is designed for investors seeking current income
through a highly diversified portfolio that is primarily free from Federal
income tax and that is higher than is normally available with securities in the
higher-rated categories. The Fund is not suitable for all investors. You should
consider whether the Fund fits your particular investment objectives.
35
<PAGE>
--------------------------------------------------------------------------------
PERFORMANCE
MUNICIPAL HIGH INCOME FUND
The bar chart and performance table below provide some indication of the risks
of investing in the Fund by showing changes in the Fund's performance from year
to year and by showing how the Fund's average annual total returns for the
periods shown compare with those of a broad measure of market performance and a
peer group average.
- The bar chart presents the average annual total returns for Class A and
shows how performance has varied from year to year over the past ten
calendar years.
- The bar chart does not reflect any sales charge that you may be required to
pay upon purchase of the Fund's Class A shares. If the sales charge was
included, the returns would be less than those shown.
- The performance table shows average annual total returns for each class and
compares them to the market indicators listed.
- The bar chart and the performance table assume payment of dividends and
other distributions in shares. As with all mutual funds, the Fund's past
performance does not necessarily indicate how it will perform in the
future.
Note that the performance information in the bar chart and performance table is
based on calendar-year periods, while the information shown in the Financial
Highlights section of this Prospectus and in the Fund's shareholder reports is
based on the Fund's fiscal year.
[CHART]
<TABLE>
<CAPTION>
CHART OF YEAR-BY-YEAR RETURNS
AS OF DECEMBER 31 EACH YEAR (%)
<S> <C>
'90 7.19%
'91 11.67%
'92 10.15%
'93 13.19%
'94 -3.12%
'95 16.74%
'96 6.90%
'97 11.77%
'98 6.82%
'99 -5.20%
</TABLE>
IN THE PERIOD SHOWN IN THE CHART, THE HIGHEST QUARTERLY RETURN WAS 8.48% (THE
FOURTH QUARTER OF 1998) AND THE LOWEST QUARTERLY RETURN WAS -3.93% (THE FIRST
QUARTER OF 1994). THE CLASS A RETURN FOR THE YEAR THROUGH SEPTEMBER 30, 2000 WAS
4.17%.
36
<PAGE>
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
--------------------------------------------------------------------------------
AS OF DECEMBER 31, 1999 (%) 1 YEAR 5 YEARS 10 YEARS LIFE OF CLASS(1)
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CLASS A SHARES OF
MUNICIPAL HIGH INCOME FUND -9.22% 6.23% 6.96%
--------------------------------------------------------------------------------
Lehman Brothers Municipal
Bond Index -2.07% 6.92% 6.89%
--------------------------------------------------------------------------------
Lipper High Yield Municipal
Bond Funds Universe Average -4.16% 6.06% 6.14%
--------------------------------------------------------------------------------
CLASS B SHARES OF
MUNICIPAL HIGH INCOME FUND -7.84%
--------------------------------------------------------------------------------
Lehman Brothers Municipal
Bond Index -2.07% 6.92% 6.89% 0.30%
--------------------------------------------------------------------------------
Lipper High Yield Municipal
Bond Funds Universe Average -4.16% 6.06% 6.14% -0.79%
--------------------------------------------------------------------------------
CLASS C SHARES OF
MUNICIPAL HIGH INCOME FUND -4.06%
--------------------------------------------------------------------------------
Lehman Brothers Municipal
Bond Index -2.07% 6.92% 6.89% 0.30%
--------------------------------------------------------------------------------
Lipper High Yield Municipal
Bond Funds Universe Average -4.16% 6.06% 6.14% -0.79%
--------------------------------------------------------------------------------
CLASS Y SHARES OF
MUNICIPAL HIGH INCOME FUND -5.00% -4.46%
--------------------------------------------------------------------------------
Lehman Brothers Municipal
Bond Index -2.07% 6.92% 6.89% -2.07%
--------------------------------------------------------------------------------
Lipper High Yield Municipal
Bond Funds Universe Average -4.16% 6.06% 6.14% -4.16%
-------------------------------------------------------------------------------
</TABLE>
THE INDEX SHOWN IS A BROAD-BASED, SECURITIES MARKET INDEX THAT IS UNMANAGED. THE
LIPPER AVERAGE IS A COMPOSITE OF MUTUAL FUNDS WITH GOALS SIMILAR TO THE GOAL OF
THE FUND.
(1) SINCE OCTOBER 5, 1999 FOR CLASS B SHARES, OCTOBER 8, 1999 FOR CLASS C SHARES
AND DECEMBER 30, 1998 FOR CLASS Y SHARES. BECAUSE EACH CLASS COMMENCED
OPERATIONS ON A DATE OTHER THAN AT THE END OF A MONTH, AND PARTIAL MONTH
CALCULATIONS OF THE PERFORMANCE OF THE ABOVE INDEX (INCLUDING INCOME) ARE NOT
AVAILABLE, INDEX PERFORMANCE IS CALCULATED FROM OCTOBER 31, 1999, OCTOBER 31,
1999 AND DECEMBER 31, 1998, RESPECTIVELY.
37
<PAGE>
--------------------------------------------------------------------------------
FEES AND EXPENSES
MUNICIPAL HIGH INCOME FUND
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
SHAREHOLDER FEES
--------------------------------------------------------------------------------
(FEES PAID DIRECTLY FROM CLASS A CLASS B CLASS C CLASS Y
YOUR INVESTMENT) SHARES SHARES SHARES SHARES
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MAXIMUM SALES CHARGE
(LOAD) IMPOSED ON
PURCHASES (AS A PERCENTAGE
OF OFFERING PRICE) 4.25% None None None
--------------------------------------------------------------------------------
MAXIMUM DEFERRED SALES
CHARGE (LOAD)(1) (AS A
PERCENTAGE OF LESSER OF
AMOUNT INVESTED OR
REDEMPTION VALUE) None(2) 5% 1% None
--------------------------------------------------------------------------------
<CAPTION>
--------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES(3)
--------------------------------------------------------------------------------
(EXPENSES THAT ARE DEDUCTED CLASS A CLASS B CLASS C CLASS Y
FROM FUND ASSETS) SHARES SHARES SHARES SHARES
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MANAGEMENT FEES 0.53% 0.53% 0.53% 0.53%
--------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE
(12b-1) FEES 0.24% 1.00% 0.98% None
--------------------------------------------------------------------------------
OTHER EXPENSES 0.19% 0.37% 0.37% 0.43%
--------------------------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 0.96% 1.90% 1.88% 0.96%
--------------------------------------------------------------------------------
</TABLE>
(1) THE CDSC, WHICH IS IMPOSED ON THE LESSER OF AMOUNT INVESTED OR REDEMPTION
VALUE OF CLASS B SHARES, DECLINES FROM 5% FOR REDEMPTIONS MADE WITHIN THE FIRST
YEAR OF PURCHASE, TO 4% FOR REDEMPTIONS MADE WITHIN THE SECOND YEAR, TO 3% FOR
REDEMPTIONS MADE WITHIN THE THIRD AND FOURTH YEARS, TO 2% FOR REDEMPTIONS MADE
WITHIN THE FIFTH YEAR, TO 1% FOR REDEMPTIONS MADE WITHIN THE SIXTH YEAR AND TO
0% FOR REDEMPTIONS MADE AFTER THE SIXTH YEAR. FOR CLASS C SHARES, A 1% CDSC
APPLIES TO THE LESSER OF AMOUNT INVESTED OR REDEMPTION VALUE OF CLASS C SHARES
REDEEMED WITHIN TWELVE MONTHS AFTER PURCHASE. SOLELY FOR PURPOSES OF DETERMINING
THE NUMBER OF MONTHS OR YEARS FROM THE TIME OF ANY PAYMENT FOR THE PURCHASE OF
SHARES, ALL PAYMENTS DURING A MONTH ARE TOTALED AND DEEMED TO HAVE BEEN MADE ON
THE FIRST DAY OF THE MONTH.
(2) A 1% CDSC MAY BE IMPOSED ON PURCHASES OF $2 MILLION OR MORE OF CLASS A
SHARES THAT ARE REDEEMED WITHIN TWELVE MONTHS OF PURCHASE.
(3) OTHER EXPENSES AND TOTAL ANNUAL FUND OPERATING EXPENSES HAVE BEEN RESTATED
TO REFLECT THE CHANGE IN ACCOUNTING SERVICES FEES AND SHAREHOLDER SERVICING FEES
EFFECTIVE SEPTEMBER 1, 2000; OTHERWISE EXPENSE RATIOS ARE BASED ON OTHER
FUND-LEVEL EXPENSES FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000. ACTUAL
EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
38
<PAGE>
--------------------------------------------------------------------------------
EXAMPLE
--------------------------------------------------------------------------------
This example is intended to help you compare the cost of investing in the shares
of the Fund with the cost of investing in other mutual funds. The example
assumes that (a) you invest $10,000 in the particular class for each time period
specified, (b) your investment has a 5% return each year, and (C) the expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
IF SHARES ARE REDEEMED
AT END OF PERIOD: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Shares $519 $718 $ 933 $1,553
--------------------------------------------------------------------------------
Class B Shares $593 $897 $ 1,126 $1,975(1)
--------------------------------------------------------------------------------
Class C Shares $191 $591 $ 1,016 $2,201
--------------------------------------------------------------------------------
Class Y Shares $ 98 $306 $ 531 $1,178
--------------------------------------------------------------------------------
IF SHARES ARE NOT REDEEMED
AT END OF PERIOD: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Shares $519 $718 $ 933 $1,553
--------------------------------------------------------------------------------
Class B Shares $193 $597 $ 1,026 $1,975(1)
--------------------------------------------------------------------------------
Class C Shares $191 $591 $ 1,016 $2,201
--------------------------------------------------------------------------------
Class Y Shares $ 98 $306 $ 531 $1,178
--------------------------------------------------------------------------------
</TABLE>
(1) REFLECTS ANNUAL OPERATING EXPENSES OF CLASS A AFTER CONVERSION OF CLASS B
SHARES INTO CLASS A SHARES 8 YEARS AFTER THE MONTH IN WHICH THE SHARES WERE
PURCHASED.
39
<PAGE>
--------------------------------------------------------------------------------
AN OVERVIEW OF THE FUND
GOAL
WADDELL & REED ADVISORS
MUNICIPAL MONEY MARKET FUND, INC.
SEEKS TO PROVIDE MAXIMUM CURRENT INCOME THAT IS CONSISTENT
WITH STABILITY OF PRINCIPAL AND EXEMPT FROM FEDERAL INCOME
TAXES.
PRINCIPAL STRATEGIES
Municipal Money Market Fund seeks to achieve its goal by investing in U.S.
dollar-denominated, short-term, high-quality tax-exempt securities. The Fund
will typically invest at least 80% of its total assets in municipal obligations.
High quality indicates that the securities will be rated in one of the highest
two short-term ratings as assigned by any NRSRO, or if unrated, will be of
comparable quality as determined by WRIMCO. The Fund seeks, as well, to maintain
a net asset value ("NAV") of $1.00 per share. The Fund maintains a
dollar-weighted average maturity of 90 days or less, and the Fund invests only
in securities with a remaining maturity of not more than 397 calendar days.
Interest from the Fund's investments may be subject to the alternative minimum
tax.
"Municipal obligations" mean securities the interest on which is not includable
in gross income for Federal income tax purposes. The Fund diversifies its
holdings among two main types of municipal bonds:
- general obligation bonds, which are backed by the full faith, credit and
taxing power of the governmental authority, and
- revenue bonds, which are payable only from specific sources, such as the
revenue from a particular facility or a special tax. Revenue bonds, IDBs
and PABs finance privately operated facilities.
The Fund may invest significantly in IDBs and PABs in general, revenue bonds
payable from similar projects and municipal bonds of issuers located in the same
geographic area.
40
<PAGE>
PRINCIPAL RISKS OF INVESTING IN THE FUND
Because Municipal Money Market Fund owns different types of short-term,
tax-exempt securities, a variety of factors can affect its investment
performance, such as:
- an increase in interest rates, which can cause the value of the Fund's
holdings, especially securities with longer maturities, to decline
- the credit quality and other conditions of the issuers whose securities the
Fund holds or of private companies involved in IDB-financed projects
- failure of a security's interest to qualify as tax-exempt
- adverse bond market conditions, sometimes in response to general economic
or industry news, that may cause the prices of the Fund's holdings to fall
as part of a broad market decline
- WRIMCO's skill in evaluating and managing the interest rate and credit
risks of the Fund.
A significant portion of the Fund's municipal obligation interest may subject
investors to the AMT; this would have the effect of reducing the Fund's return
to any such investor.
An investment in the Fund is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. Although the Fund seeks to
preserve the value of your investment at $1.00 per share, it is possible to lose
money by investing in the Fund.
WHO MAY WANT TO INVEST
Municipal Money Market Fund is designed for investors who are risk-averse and
seek to preserve principal while earning current income, primarily exempt from
federal income tax, and saving for short-term needs. You should consider whether
the Fund fits your particular investment objectives.
41
<PAGE>
--------------------------------------------------------------------------------
PERFORMANCE
MUNICIPAL MONEY MARKET FUND
The Fund has not been in operation for a full calendar year; therefore, no
performance information is provided in this section.
--------------------------------------------------------------------------------
FEES AND EXPENSES
MUNICIPAL MONEY MARKET FUND
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
SHAREHOLDER FEES
--------------------------------------------------------------------------------
(FEES PAID DIRECTLY FROM CLASS A CLASS B CLASS C
YOUR INVESTMENT) SHARES SHARES SHARES
--------------------------------------------------------------------------------
<S> <C> <C> <C>
MAXIMUM SALES CHARGE
(LOAD) IMPOSED ON
PURCHASES (AS A PERCENTAGE
OF OFFERING PRICE) None None None
--------------------------------------------------------------------------------
MAXIMUM DEFERRED
SALES CHARGE (LOAD)(1)
(AS A PERCENTAGE OF LESSER
OF AMOUNT INVESTED OR
REDEMPTION VALUE) None 5% 1%
--------------------------------------------------------------------------------
</TABLE>
(1) THE CDSC, WHICH IS IMPOSED ON THE LESSER OF AMOUNT INVESTED OR REDEMPTION
VALUE OF CLASS B SHARES, DECLINES FROM 5% FOR REDEMPTIONS MADE WITHIN THE FIRST
YEAR OF PURCHASE, TO 4% FOR REDEMPTIONS MADE WITHIN THE SECOND YEAR, TO 3% FOR
REDEMPTIONS MADE WITHIN THE THIRD AND FOURTH YEARS, TO 2% FOR REDEMPTIONS MADE
WITHIN THE FIFTH YEAR, TO 1% FOR REDEMPTIONS MADE WITHIN THE SIXTH YEAR AND TO
0% FOR REDEMPTIONS MADE AFTER THE SIXTH YEAR. FOR CLASS C SHARES, A 1% CDSC
APPLIES TO THE LESSER OF AMOUNT INVESTED OR REDEMPTION VALUE OF CLASS C SHARES
REDEEMED WITHIN TWELVE MONTHS AFTER PURCHASE. SOLELY FOR PURPOSES OF DETERMINING
THE NUMBER OF MONTHS OR YEARS FROM THE TIME OF ANY PAYMENT FOR THE PURCHASE OF
SHARES, ALL PAYMENTS DURING A MONTH ARE TOTALED AND DEEMED TO HAVE BEEN MADE ON
THE FIRST DAY OF THE MONTH.
42
<PAGE>
--------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES(2)
<TABLE>
<CAPTION>
(EXPENSES THAT ARE CLASS A CLASS B CLASS C
DEDUCTED FROM FUND ASSETS) SHARES SHARES SHARES
--------------------------------------------------------------------------------
<S> <C> <C> <C>
MANAGEMENT FEES 0.40% 0.40% 0.40%
--------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE
(12b-1) FEES None 1.00% 1.00%
--------------------------------------------------------------------------------
OTHER EXPENSES 0.30% 0.42% 0.44%
--------------------------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 0.70% 1.82% 1.84%
--------------------------------------------------------------------------------
</TABLE>
(2) THE EXPENSES SHOWN FOR MANAGEMENT FEES REFLECT THE MAXIMUM ANNUAL FEE
PAYABLE; HOWEVER, WRIMCO HAS VOLUNTARILY AGREED TO WAIVE ITS INVESTMENT
MANAGEMENT FEE ON ANY DAY IF THE FUND'S NET ASSETS ARE LESS THAN $25 MILLION,
SUBJECT TO WRIMCO'S RIGHT TO CHANGE OR TERMINATE THIS WAIVER. THE EXPENSE RATIOS
FOR OTHER EXPENSES ARE BASED ON ESTIMATED AMOUNTS FOR THE CURRENT FISCAL YEAR.
ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
--------------------------------------------------------------------------------
EXAMPLE
--------------------------------------------------------------------------------
This example is intended to help you compare the cost of investing in the
shares of the Fund with the cost of investing in other mutual funds. The
example assumes that (a) you invest $10,000 in the particular class for each
time period specified, (b) your investment has a 5% return each year, and (c)
the expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions, your costs would be:
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
IF SHARES ARE REDEEMED
AT END OF PERIOD: 1 YEAR 3 YEARS
--------------------------------------------------------------------------------
<S> <C> <C>
Class A Shares $ 72 $224
--------------------------------------------------------------------------------
Class B Shares $585 $873
--------------------------------------------------------------------------------
Class C Shares $187 $579
--------------------------------------------------------------------------------
<CAPTION>
IF SHARES ARE NOT REDEEMED
AT END OF PERIOD: 1 YEAR 3 YEARS
--------------------------------------------------------------------------------
<S> <C> <C>
Class A Shares $ 72 $224
--------------------------------------------------------------------------------
Class B Shares $185 $573
--------------------------------------------------------------------------------
Class C Shares $187 $579
--------------------------------------------------------------------------------
</TABLE>
43
<PAGE>
--------------------------------------------------------------------------------
AN OVERVIEW OF THE FUND
GOAL
WADDELL & REED ADVISORS
CASH MANAGEMENT, INC.
(FORMERLY UNITED CASH MANAGEMENT, INC.-SM-) SEEKS MAXIMUM
CURRENT INCOME CONSISTENT WITH STABILITY OF PRINCIPAL.
PRINCIPAL STRATEGIES
Cash Management seeks to achieve its goal by investing in U.S. dollar-
denominated, high-quality money market obligations and instruments. High quality
indicates that the securities will be rated A-1 or A-2 by S&P or Prime-1 or
Prime-2 by Moody's, or if unrated, will be of comparable quality as determined
by WRIMCO. The Fund seeks, as well, to maintain a net asset value ("NAV") of
$1.00 per share. The Fund maintains a dollar-weighted average maturity of 90
days or less, and the Fund invests only in securities with a remaining maturity
of not more than 397 calendar days.
PRINCIPAL RISKS OF INVESTING IN THE FUND
Because Cash Management owns different types of money market obligations and
instruments, a variety of factors can affect its investment performance, such
as:
- an increase in interest rates, which can cause the value of the Fund's
holdings, especially securities with longer maturities, to decline
- the credit quality and other conditions of the issuers whose securities the
Fund holds
- adverse bond market conditions, sometimes in response to general economic
or industry news, that may cause the prices of the Fund's holdings to fall
as part of a broad market decline
- WRIMCO's skill in evaluating and managing the interest rate and credit
risks of the Fund.
An investment in the Fund is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. Although the Fund seeks to
preserve the value of your investment at $1.00 per share, it is possible to lose
money by investing in the Fund.
44
<PAGE>
WHO MAY WANT TO INVEST
Cash Management is designed for investors who are risk-averse and seek to
preserve principal while earning current income and saving for short-term needs.
You should consider whether the Fund fits your particular investment objectives.
45
<PAGE>
--------------------------------------------------------------------------------
PERFORMANCE
CASH MANAGEMENT
The bar chart and performance table below provide some indication of the risks
of investing in the Fund by showing changes in the Fund's performance from year
to year and by showing the Fund's average annual total returns for the periods
shown.
- The bar chart presents the average annual total returns for Class A and
shows how performance has varied from year to year over the past ten
calendar years.
- The performance table shows average annual total returns for each class.
- The bar chart and the performance table assume payment of dividends and
other distributions in shares. As with all mutual funds, the Fund's past
performance does not necessarily indicate how it will perform in the
future.
Note that the performance information in the bar chart and performance table is
based on calendar-year periods, while the information shown in the Financial
Highlights section of this Prospectus and in the Fund's shareholder reports is
based on the Fund's fiscal year.
[CHART]
<TABLE>
<CAPTION>
CHART OF YEAR-BY-YEAR RETURNS
AS OF DECEMBER 31 EACH YEAR (%)
<S> <C>
'90 7.77%
'91 5.65%
'92 3.16%
'93 2.38%
'94 3.47%
'95 5.30%
'96 4.74%
'97 4.91%
'98 4.97%
'99 4.61%
</TABLE>
--------------------------------------------------------------------------------
IN THE PERIOD SHOWN IN THE CHART, THE HIGHEST QUARTERLY RETURN WAS 1.93% (THE
SECOND QUARTER OF 1990) AND THE LOWEST QUARTERLY RETURN WAS 0.54% (THE FIRST
QUARTER OF 1994). AS OF DECEMBER 31, 1999, THE 7-DAY YIELD WAS EQUAL TO 5.35%.
YIELDS ARE COMPILED BY ANNUALIZING THE AVERAGE DAILY DIVIDEND PER SHARE DURING
THE TIME PERIOD FOR WHICH THE YIELD IS PRESENTED.
--------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1999 (%) 1 YEAR 5 YEARS 10 YEARS LIFE OF CLASS(1)
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CLASS A SHARES OF THE FUND 4.61% 4.91% 4.69%
--------------------------------------------------------------------------------
CLASS B SHARES OF THE FUND -3.79%
--------------------------------------------------------------------------------
CLASS C SHARES OF THE FUND 0.20%
--------------------------------------------------------------------------------
</TABLE>
(1) SINCE SEPTEMBER 9, 1999 FOR CLASS B SHARES AND SEPTEMBER 9, 1999 FOR CLASS C
SHARES.
46
<PAGE>
--------------------------------------------------------------------------------
FEES AND EXPENSES
CASH MANAGEMENT
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
SHAREHOLDER FEES
--------------------------------------------------------------------------------
(FEES PAID DIRECTLY FROM CLASS A CLASS B CLASS C
YOUR INVESTMENT) SHARES SHARES SHARES
--------------------------------------------------------------------------------
<S> <C> <C> <C>
MAXIMUM SALES CHARGE
(LOAD) IMPOSED ON
PURCHASES (AS A PERCENTAGE
OF OFFERING PRICE) None None None
--------------------------------------------------------------------------------
MAXIMUM DEFERRED SALES
CHARGE (LOAD)1 (AS A
PERCENTAGE OF LESSER OF
AMOUNT INVESTED OR
REDEMPTION VALUE) None 5% 1%
--------------------------------------------------------------------------------
<CAPTION>
--------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES(2)
--------------------------------------------------------------------------------
(EXPENSES THAT ARE CLASS A CLASS B CLASS C
DEDUCTED FROM FUND ASSETS) SHARES SHARES SHARES
--------------------------------------------------------------------------------
<S> <C> <C> <C>
MANAGEMENT FEES 0.40% 0.40% 0.40%
--------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE
(12b-1) FEES None 1.00% 0.96%
--------------------------------------------------------------------------------
OTHER EXPENSES 0.36% 0.24% 0.36%
--------------------------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 0.76% 1.64% 1.72%
--------------------------------------------------------------------------------
</TABLE>
(1) THE CDSC, WHICH IS IMPOSED ON THE LESSER OF AMOUNT INVESTED OR REDEMPTION
VALUE OF CLASS B SHARES, DECLINES FROM 5% FOR REDEMPTIONS MADE WITHIN THE FIRST
YEAR OF PURCHASE, TO 4% FOR REDEMPTIONS MADE WITHIN THE SECOND YEAR, TO 3% FOR
REDEMPTIONS MADE WITHIN THE THIRD AND FOURTH YEARS, TO 2% FOR REDEMPTIONS MADE
WITHIN THE FIFTH YEAR, TO 1% FOR REDEMPTIONS MADE WITHIN THE SIXTH YEAR AND TO
0% FOR REDEMPTIONS MADE AFTER THE SIXTH YEAR. FOR CLASS C SHARES, A 1% CDSC
APPLIES TO THE LESSER OF AMOUNT INVESTED OR REDEMPTION VALUE OF CLASS C SHARES
REDEEMED WITHIN TWELVE MONTHS AFTER PURCHASE. SOLELY FOR PURPOSES OF DETERMINING
THE NUMBER OF MONTHS OR YEARS FROM THE TIME OF ANY PAYMENT FOR THE PURCHASE OF
SHARES, ALL PAYMENTS DURING A MONTH ARE TOTALED AND DEEMED TO HAVE BEEN MADE ON
THE FIRST DAY OF THE MONTH.
(2) OTHER EXPENSES AND TOTAL ANNUAL FUND OPERATING EXPENSES HAVE BEEN
RESTATED TO REFLECT THE CHANGE IN ACCOUNTING SERVICES FEES EFFECTIVE
SEPTEMBER 1, 2000; OTHERWISE EXPENSE RATIOS ARE BASED ON OTHER FUND-LEVEL
EXPENSES FOR THE FISCAL PERIOD ENDED SEPTEMBER 30, 2000. ACTUAL EXPENSES MAY
BE GREATER OR LESS THAN THOSE SHOWN.
47
<PAGE>
--------------------------------------------------------------------------------
EXAMPLE
--------------------------------------------------------------------------------
This example is intended to help you compare the cost of investing in the shares
of the Fund with the cost of investing in other mutual funds. The example
assumes that (a) you invest $10,000 in the particular class for each time period
specified, (b) your investment has a 5% return each year, and (c) the expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
IF SHARES ARE REDEEMED
AT END OF PERIOD: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Shares $ 78 $243 $422 $ 942
--------------------------------------------------------------------------------
Class B Shares $ 567 $817 $992 $1,707(1)
--------------------------------------------------------------------------------
Class C Shares $ 175 $542 $933 $2,030
--------------------------------------------------------------------------------
<CAPTION>
IF SHARES ARE NOT REDEEMED
AT END OF PERIOD: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Shares $ 78 $243 $422 $ 942
--------------------------------------------------------------------------------
Class B Shares $ 167 $517 $892 $1,707(1)
--------------------------------------------------------------------------------
Class C Shares $ 175 $542 $933 $2,030
--------------------------------------------------------------------------------
</TABLE>
(1) REFLECTS ANNUAL OPERATING EXPENSES OF CLASS A AFTER CONVERSION OF CLASS B
SHARES INTO CLASS A SHARES 8 YEARS AFTER THE MONTH IN WHICH THE SHARES WERE
PURCHASED.
48
<PAGE>
--------------------------------------------------------------------------------
THE INVESTMENT PRINCIPLES OF THE FUNDS
INVESTMENT GOALS, PRINCIPAL STRATEGIES AND OTHER INVESTMENTS
WADDELL & REED ADVISORS BOND FUND
The goal of the Fund is a reasonable return with emphasis on preservation of
capital. The Fund seeks to achieve this goal by investing primarily in a
diversified portfolio of debt securities of high quality, and to a lesser
extent, in non-investment grade securities, convertible securities and debt
securities with warrants attached. The Fund may use various techniques (e.g.,
investing in put bonds) to manage the duration of its holdings. As a result, as
interest rates rise, the duration, or price sensitivity to rising interest
rates, of the Fund's holdings will typically decline. There is no guarantee that
the Fund will achieve its goal.
The Fund limits its acquisition of securities so that at least 90% of its total
assets will consist of debt securities. These debt securities primarily include
corporate bonds, mostly of investment grade, and securities issued or guaranteed
by the U.S. Government or its agencies or instrumentalities.
The Fund may invest in junk bonds, which are more susceptible to the risk of
non-payment or default, and their prices may be more volatile than higher-rated
bonds.
As well, the Fund may invest in foreign securities, which present additional
risks such as currency fluctuations and political or economic conditions
affecting the foreign country.
When WRIMCO believes that a defensive position is desirable, due to present or
anticipated market or economic conditions, WRIMCO may take a number of actions.
It may sell longer-term bonds and buy shorter-term bonds or money market
instruments.
By taking a temporary defensive position, the Fund may not achieve its
investment objective.
49
<PAGE>
--------------------------------------------------------------------------------
WADDELL & REED ADVISORS GLOBAL BOND FUND
The primary goal of the Global Bond Fund is to earn a high level of current
income. As a secondary goal, the Fund seeks capital growth when consistent with
the primary goal. The Fund seeks to achieve these goals by investing primarily
in a diversified portfolio of U.S. dollar-denominated debt securities of U.S. or
foreign issuers. There is no guarantee that the Fund will achieve its goals.
The Fund primarily owns debt securities; however, the Fund may also own, to a
lesser extent, preferred stock, common stock and convertible securities. The
debt securities may be of any maturity but will primarily be of intermediate
term (generally, maturity ranging between one and ten years) and of investment
grade. The Fund may, however, invest up to 35% of its total assets in debt
securities, typically foreign issues, in the lower rating categories of the
established rating organizations, or unrated securities determined by WRIMCO to
be of comparable quality. Lower quality debt securities, which include junk
bonds, are considered to be speculative and involve greater risk of default or
price changes due to changes in the issuer's creditworthiness.
During normal market conditions, the Fund invests at least 65% of its total
assets in issuers of at least three countries, which may include the U.S. The
Fund generally limits its holdings so that no more than 30% of its total assets
are invested in issuers within a single country outside the U.S. Typically, the
Fund invests no more than 10% of its assets in securities denominated in foreign
currencies.
During normal market conditions, the Fund invests at least 65% of its total
assets in debt securities. The Fund limits its acquisition of common stock so
that no more than 20% of its total assets will consist of common stock, and no
more than 10% of the Fund's total assets will consist of non-dividend-paying
common stock.
When WRIMCO believes that a full or partial temporary defensive position is
desirable, due to present or anticipated market or economic conditions, WRIMCO
may take any one or more of the following steps with respect to the assets in
the Fund's portfolio:
- shorten the average maturity of the Fund's debt holdings
- hold cash or cash equivalents (short-term investments, such as commercial
paper and certificates of deposit) in varying amounts designed for
defensive purposes
50
<PAGE>
By taking a temporary defensive position in any one or more of these manners,
the Fund may not achieve its investment objectives.
WADDELL & REED ADVISORS GOVERNMENT SECURITIES FUND
The goal of the Fund is high current income consistent with safety of principal.
The Fund seeks to achieve its goal by investing exclusively in a diversified
portfolio of U.S. Government securities. U.S. Government securities are
high-quality instruments issued or guaranteed as to principal or interest by the
U.S. Treasury or by an agency or instrumentality of the U.S. Government. There
is no guarantee that the Fund will achieve its goal.
Not all U.S. Government securities are backed by the full faith and credit of
the United States. Some are backed by the right of the issuer to borrow from the
U.S. Treasury; others are backed by the discretionary authority of the U.S.
Government to purchase the agency's obligations, while others are supported only
by the credit of the instrumentality. In the case of securities not backed by
the full faith and credit of the United States, the investor must look
principally to the agency issuing or guaranteeing the obligation for ultimate
repayment. The Fund may invest a significant portion of its assets in
mortgage-backed securities guaranteed by the U.S. Government or one of its
agencies or instrumentalities. The Fund invests in securities of agencies or
instrumentalities only when WRIMCO is satisfied that the credit risk is
acceptable.
Generally, in determining whether to sell a security, WRIMCO uses the same type
of analysis that is used in buying securities of that type. For example, WRIMCO
may sell a security if it believes the security no longer provides significant
income potential or if the safety of the principal is weakened. As well, WRIMCO
may sell a security to take advantage of more attractive investment
opportunities or to raise cash.
When WRIMCO believes that a temporary defensive position is desirable, the Fund
may increase its investments in U.S. Treasury securities and/or increase its
cash position. By taking a temporary defensive position, the Fund may not
achieve its investment objective.
WADDELL & REED ADVISORS HIGH INCOME FUND
The primary goal of the Fund is to earn a high level of current income. As a
secondary goal, the Fund seeks capital growth when consistent with the primary
goal. The Fund seeks to achieve these goals by investing primarily in a
diversified portfolio of high-yield, high-risk, fixed income securities, the
51
<PAGE>
risks of which are, in the judgment of WRIMCO, consistent with the Fund's goals.
There is no guarantee that the Fund will achieve its goals.
The Fund primarily owns debt securities; however, the Fund may also own, to a
lesser degree, preferred stock, common stock and convertible securities. In
general, the high income that the Fund seeks is paid by debt securities in the
lower rating categories of the established rating services or unrated securities
that are determined by WRIMCO to be of comparable quality; these are securities
rated BB or lower by S&P, or Ba or lower by Moody's. Lower-quality debt
securities, which include junk bonds, are considered to be speculative and
involve greater risk of default or price changes due to changes in the issuer's
creditworthiness. The market prices of these securities may fluctuate more than
higher-quality securities and may decline significantly in periods of general
economic difficulty.
The Fund will normally invest at least 80% of its total assets to seek a high
level of current income. The Fund limits its acquisition of common stock so that
no more than 20% of the Fund's total assets will consist of common stock and no
more than 10% of the Fund's total assets will consist of non-dividend-paying
common stock.
The Fund may invest an unlimited amount of its assets in foreign securities. At
this time, however, the Fund intends to invest in foreign securities to a
limited extent.
When WRIMCO believes that a full or partial temporary defensive position is
desirable, due to present or anticipated market or economic conditions, WRIMCO
may take any one or more of the following steps with respect to the assets in
the Fund's portfolio:
- shorten the average maturity of the Fund's debt holdings
- hold cash or cash equivalents (short-term investments, such as commercial
paper and certificates of deposit) in varying amounts designed for
defensive purposes
- emphasize high-grade debt securities.
By taking a temporary defensive position in any one or more of these manners,
the Fund may not achieve its investment objectives.
52
<PAGE>
WADDELL & REED ADVISORS MUNICIPAL BOND FUND
The goal of the Fund is to provide income that is not subject to Federal income
tax. The Fund seeks to achieve this goal by investing principally in a
diversified portfolio of municipal bonds. There is no guarantee that the Fund
will achieve its goal.
As used in this Prospectus, "municipal bonds" mean obligations the interest on
which is not includable in gross income for Federal income tax purposes. The
Fund and WRIMCO rely on the opinion of bond counsel for the issuer in
determining whether obligations are municipal bonds. The Fund anticipates that
not more than 40% of the dividends it will pay to shareholders will be treated
as a tax preference item for AMT purposes.
Municipal bonds are issued by a wide range of state and local governments,
agencies and authorities for various purposes. The two main types of municipal
bonds are general obligation bonds and revenue bonds. For general obligation
bonds, the issuer has pledged its full faith, credit and taxing power for the
payment of principal and interest. Revenue bonds are payable only from specific
sources; these may include revenues from a particular project or class of
projects or a special tax or other revenue source. IDBs and PABs are revenue
bonds issued by or on behalf of public authorities to obtain funds to finance
privately operated facilities. The Fund may invest more than 25% of its total
assets in IDBs. Other municipal obligations include lease obligations of
municipal authorities or entities and participations in these obligations.
At least 80% of the Fund's net assets will be invested, during normal market
conditions, in municipal bonds of investment grade.
The Fund may invest up to 10% of its total assets in taxable debt securities
other than municipal bonds. These must be either:
- U.S. Government securities
- obligations of domestic banks and certain savings and loan associations
- commercial paper rated at least A by S&P or Moody's
- any of the foregoing obligations subject to repurchase agreements.
Subject to its policies regarding the amount of Fund assets invested in
municipal bonds and taxable debt securities, the Fund may invest in other types
of securities and use certain other instruments in seeking to achieve the Fund's
goal.
53
<PAGE>
When WRIMCO believes that a temporary defensive position is desirable, it may
take certain steps with respect to up to all of the Fund's assets, including any
one or more of the following:
- shorten the average maturity of the Fund's portfolio
- hold taxable obligations, subject to the limitations stated above
- emphasize debt securities of a higher quality than those the Fund would
ordinarily hold
- hedge exposure to interest rate risk by investing in futures contracts,
options on futures contracts and other similar derivative instruments.
By taking a temporary defensive position, the Fund may not achieve its
investment objective.
Income from taxable obligations, repurchase agreements and derivative
instruments will be subject to Federal income tax. At this time, the Fund has
limited exposure to futures contracts and similar derivative instruments. The
Fund does, and may in the future, hold a significant portion of its assets in
municipal bonds for which the applicable interest rate formula varies inversely
with prevailing interest rates or otherwise may expose the bond to greater
sensitivity to interest rate changes.
WADDELL & REED ADVISORS MUNICIPAL HIGH INCOME FUND
The goal of the Fund is to provide a high level of income that is not subject to
Federal income tax. The Fund seeks to achieve this goal by investing in medium
and lower-quality municipal bonds that provide higher yields than bonds of
higher quality. The Fund anticipates that not more than 40% of the dividends it
will pay to shareholders will be treated as a tax preference item for AMT
purposes. There is no guarantee that the Fund will achieve its goal.
Municipal bonds are issued by a wide range of state and local governments,
agencies and authorities for various purposes. The two main types of municipal
bonds are general obligation bonds and revenue bonds. For general obligation
bonds, the issuer has pledged its full faith, credit and taxing power for the
payment of principal and interest. Revenue bonds are payable only from specific
sources; these may include revenues from a particular project or class of
projects or a special tax or other revenue sources. IDBs and PABs are revenue
bonds issued by or on behalf of public authorities to obtain funds to finance
privately operated facilities. Other municipal obligations include lease
obligations of municipal authorities or entities and participations in these
obligations.
54
<PAGE>
Under normal market conditions, the Fund will:
- invest substantially in bonds with remaining maturities of 10 to 30 years
- invest at least 80% of its total assets in municipal bonds
- invest at least 75% of its total assets in medium and lower-quality
municipal bonds, which are bonds rated BBB through D by S&P, or Baa
through D by Moody's, or, if unrated, are determined by WRIMCO to be of
comparable quality.
The Fund may invest in higher-quality municipal bonds, and invest less than 75%
of its total assets in medium and lower-quality municipal bonds, at times when
yield spreads are narrow and the higher yields do not justify the increased
risk; and/or when, in the opinion of WRIMCO, there is a lack of medium and
lower-quality securities in which to invest.
The Fund may invest 25% or more of its total assets in IDBs and PABs, in
securities the payment of principal and interest on which is derived from
revenue of similar projects, or in municipal bonds of issuers located in the
same geographic area. The Fund will not, however, have more than 25% of its
total assets in IDBs and PABs issued for any one industry or in any one state.
During normal market conditions, the Fund may invest up to 20% of its total
assets in a combination of taxable obligations and in options, futures contracts
and other taxable derivative instruments. The taxable obligations must be
either:
- U.S. Government securities
- obligations of domestic banks and certain savings and loan associations
- commercial paper rated at least A by S&P or Moody's
- any of the foregoing obligations subject to repurchase agreements.
The Fund may invest in certain derivative instruments if it is permitted to
invest in the type of asset by which the return on, or value of, the derivative
is measured. Income from taxable obligations and certain derivative instruments
will be subject to Federal income tax. At this time, the Fund has limited
exposure to derivative instruments.
At times WRIMCO may believe that a full or partial defensive position is
desirable, temporarily, due to present or anticipated market or economic
conditions that are affecting or could affect the values of municipal bonds.
During such periods, the Fund may invest up to all of its assets in taxable
obligations, which would result in a higher proportion of the Fund's income
55
<PAGE>
(and thus its dividends) being subject to Federal income tax. By taking a
temporary defensive position, the Fund may not achieve its investment objective.
WADDELL & REED ADVISORS MUNICIPAL MONEY MARKET FUND
The goal of the Fund is maximum current income consistent with stability of
principal and exempt from federal income taxes. The Fund seeks to achieve its
goal by investing in a diversified portfolio of high-quality, short-term
tax-exempt securities in accordance with the requirements of Rule 2a-7 under the
Investment Company Act of 1940, as amended (the "1940 Act"). There is no
guarantee that the Fund will achieve its goal.
The Fund typically invests at least 80% of its total assets in municipal
obligations.
As used in this Prospectus, "municipal obligations" mean securities the interest
on which is not includable in gross income for Federal income tax purposes. The
Fund and WRIMCO rely on the opinion of bond counsel for the issuer in
determining whether obligations are municipal bonds. The Fund may invest an
unlimited amount of its assets in securities whose interest may be treated as a
tax preference item for AMT purposes.
Municipal obligations are issued by a wide range of state and local governments,
agencies and authorities for various purposes. The two main types of municipal
obligations are general obligation bonds and revenue bonds. For general
obligation bonds, the issuer has pledged its full faith, credit and taxing power
for the payment of principal and interest. Revenue bonds are payable only from
specific sources; these may include revenues from a particular facility or class
of facilities or a special tax or other revenue source. IDBs and PABs are
revenue bonds issued by or on behalf of public authorities to obtain funds to
finance privately operated facilities. The Fund may invest more than 25% of its
total assets in IDBs; however, the Fund may not invest more than 25% of its
total assets in IDBs of similar type projects.
Other municipal obligations include lease obligations of municipal authorities
or entities and participations in these obligations.
56
<PAGE>
The Fund may invest up to 20% of its total assets in taxable debt securities
other than municipal obligations. These must be either:
- U.S. Government securities
- obligations of domestic banks and certain savings and loan associations
- commercial paper rated at least A or its equivalent by any NRSRO
- any of the foregoing obligations subject to repurchase agreements.
WRIMCO may look at a number of factors in selecting securities for the Fund's
portfolio. These include:
- the credit quality of the particular issuer/guarantor of the security or of
the private company involved
- the maturity of the security
- the relative value of the security.
Generally, in determining whether to sell a security, WRIMCO uses the same
analysis that it uses in buying securities to determine if the security no
longer offers adequate return or does not comply with Rule 2a-7. WRIMCO may also
sell a security to take advantage of more attractive investment opportunities or
to raise cash.
At times WRIMCO may believe that a full or partial defensive position is
desirable, temporarily, due to present or anticipated market or economic
conditions that are affecting or could affect the values of municipal
obligations. During such periods, the Fund may invest up to all of its assets in
short-term taxable obligations which would result in a higher proportion of the
Fund's income (and thus its dividends) being subject to Federal income tax. By
taking a temporary defensive position, the Fund may not achieve its investment
objective.
You will find more information in the Statement of Additional Information
("SAI") about the Fund's valuation procedures.
WADDELL & REED ADVISORS CASH MANAGEMENT
The goal of the Fund is maximum current income consistent with stability of
principal. The Fund seeks to achieve its goal by investing in a diversified
portfolio of high-quality money market instruments in accordance with the
requirements of Rule 2a-7 under the 1940 Act. There is no guarantee that the
Fund will achieve its goal.
57
<PAGE>
The Fund invests only in the following U.S. dollar-denominated money market
obligations and instruments:
- U.S. government obligations (including obligations of U.S. government
agencies and instrumentalities)
- bank obligations and instruments secured by bank obligations, such as
letters of credit
- commercial paper
- corporate debt obligations, including variable amount master demand notes
- Canadian government obligations
- certain other obligations (including municipal obligations) guaranteed as
to principal and interest by a bank in whose obligations the Fund may
invest or a corporation in whose commercial paper the Fund may invest.
The Fund only invests in bank obligations if they are obligations of a bank
subject to regulation by the U.S. Government (including foreign branches of
these banks) or obligations of a foreign bank having total assets of at least
$500 million, and instruments secured by any such obligation.
WRIMCO may look at a number of factors in selecting securities for the Fund's
portfolio. These include:
- the credit quality of the particular issuer or guarantor of the security
- the maturity of the security
- the relative value of the security.
Generally, in determining whether to sell a security, WRIMCO uses the same
analysis that it uses in buying securities to determine if the security no
longer offers adequate return or does not comply with Rule 2a-7. WRIMCO may also
sell a security to take advantage of more attractive investment opportunities or
to raise cash.
You will find more information in the SAI about the Fund's valuation procedures.
58
<PAGE>
ALL FUNDS
Each Fund may also invest in and use other types of instruments in seeking to
achieve its goal(s). For example, each Fund (other than Cash Management or
Municipal Money Market Fund) is permitted to invest in options, futures
contracts, asset-backed securities and other derivative instruments if it is
permitted to invest in the type of asset by which the return on, or value of,
the derivative is measured.
You will find more information about each Fund's permitted investments and
strategies, as well as the restrictions that apply to them, in its SAI.
59
<PAGE>
RISK CONSIDERATIONS OF PRINCIPAL STRATEGIES AND OTHER INVESTMENTS
Risks exist in any investment. Each Fund is subject to market risk, financial
risk and prepayment risk.
- Market risk is the possibility of a change in the price of the security
because of market factors including changes in interest rates. Bonds with
longer maturities are more interest-rate sensitive. For example, if
interest rates increase, the value of a bond with a longer maturity is more
likely to decrease. Because of market risk, the share price of the Fund
(other than Cash Management or Municipal Money Market Fund) will likely
change as well.
- Financial risk is based on the financial situation of the issuer of the
security. For debt securities, the Fund's financial risk depends on the
credit quality of the underlying securities in which it invests. For an
equity investment, a Fund's financial risk may depend, for example, on the
earnings performance of the company issuing the stock.
- Prepayment risk is the possibility that, during periods of falling interest
rates, a debt security with a high stated interest rate will be prepaid
before its expected maturity date.
Certain types of each Fund's authorized investments and strategies, such as
derivative instruments, involve special risks. Lower-quality debt securities are
considered to be speculative and involve greater risk of default or price
changes due to changes in the issuer's creditworthiness. The market prices of
these securities may fluctuate more than higher-quality securities and may
decline significantly in periods of general economic difficulty. Foreign
securities and foreign currencies may involve risks relating to currency
fluctuations, political or economic conditions in the foreign country, and the
potentially less stringent investor protection and disclosure standards of
foreign markets. These factors could make foreign investments, especially those
in developing countries, more volatile.
For IDBs and PABs, their credit quality is generally dependent on the credit
standing of the company involved. To the extent that Municipal Bond Fund,
Municipal High Income Fund or Municipal Money Market Fund invests in municipal
bonds the payment of principal and interest on which is derived from revenue of
similar projects, or in municipal bonds of issuers located in the same
geographic area, each Fund may be more susceptible to the risks associated with
economic, political or regulatory occurrences that might
60
<PAGE>
adversely affect particular projects or areas. Currently, Municipal High Income
Fund invests a significant portion of its assets in IDBs and PABs associated
with healthcare-oriented projects. The risks particular to these types of
projects are construction risk and occupancy risk. You will find more
information in the SAI about the types of projects in which that Fund may invest
from time to time and a discussion of the risks associated with such projects.
Because each Fund owns different types of investments, its performance will be
affected by a variety of factors. The value of a Fund's investments and the
income it generates will vary from day to day, generally reflecting changes in
interest rates, market conditions and other company and economic news.
Performance will also depend on WRIMCO's skill in selecting investments.
61
<PAGE>
--------------------------------------------------------------------------------
YOUR ACCOUNT
CHOOSING A SHARE CLASS
Each Fund offers four classes of shares: Class A, Class B, Class C and Class Y
(except Cash Management and Municipal Money Market Fund do not offer Class Y).
Each class has its own sales charge, if any, and expense structure. The decision
as to which class of shares is best suited to your needs depends on a number of
factors that you should discuss with your financial advisor. Some factors to
consider are how much you plan to invest and how long you plan to hold your
investment. If you are investing a substantial amount and plan to hold your
shares for a long time, Class A shares may be the most appropriate for you.
Class B and Class C shares are not available for investments of $2 million or
more. If you are investing a lesser amount, you may want to consider Class B
shares (if investing for at least seven years) or Class C shares (if investing
for less than seven years). Class Y shares are designed for institutional
investors and others investing through certain intermediaries.
Since your objectives may change over time, you may want to consider another
class when you buy additional Fund shares. All of your future investments in a
Fund will be made in the class you select when you open your account, unless you
inform the Fund otherwise, in writing, when you make a future investment.
62
<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
GENERAL COMPARISON OF CLASS A, CLASS B AND CLASS C SHARES
-----------------------------------------------------------------------------------------
CLASS A CLASS B CLASS C
-----------------------------------------------------------------------------------------
<S> <C> <C>
- Initial sales charge - No initial sales charge - No initial sales charge
-----------------------------------------------------------------------------------------
- No deferred sales - Deferred sales charge on - A 1% deferred sales
charge(1) shares you sell within six charge on shares you
years after purchase sell within twelve
months after purchase
-----------------------------------------------------------------------------------------
- Maximum distribution - Maximum distribution and - Maximum distribution
and service (12b-1) fees service (12b-1) fees of 1.00% and service (12b-1)
of 0.25% fees of 1.00%
-----------------------------------------------------------------------------------------
- For an investment of - Converts to Class A shares - Does not convert to
$2 million or more, 8 years after the month in Class A shares, so
only Class A shares which the shares were annual expenses do
are available purchased, thus reducing not decrease
future annual expenses
-----------------------------------------------------------------------------------------
- For an investment of
$300,000 or more, your
financial advisor typically
will recommend purchase of
Class A shares due to a reduced
sales charge and lower annual
expenses
----------------------------------------------------------------------------------------
</TABLE>
(1) A 1% CDSC MAY APPLY TO PURCHASES OF $2 MILLION OR MORE OF CLASS A SHARES
THAT ARE REDEEMED WITHIN TWELVE MONTHS OF PURCHASE.
63
<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
GENERAL COMPARISON OF CLASS A, CLASS B AND CLASS C SHARES
CASH MANAGEMENT AND MUNICIPAL MONEY MARKET FUND
-----------------------------------------------------------------------------------------
CLASS A CLASS B CLASS C
----------------------------------------------------------------------------------------
<S> <C> <C>
- No initial sales charge - No initial sales charge - No initial sales charge
-----------------------------------------------------------------------------------------
- Funds Plus Service - Funds Plus Service - Funds Plus Service
optional required for required for
direct investment direct investment
-----------------------------------------------------------------------------------------
- No distribution and - Deferred sales charge - A 1% deferred sales
service (12b-1) fees on shares you sell charge on shares
within six years you sell within
twelve months
-----------------------------------------------------------------------------------------
- For an investment of - Maximum distribution - Maximum distribution
$2,000,000 or more and service (12b-1) fees and service (12b-1)
only Class A shares of 1.00% fees of 1.00%
are available
-----------------------------------------------------------------------------------------
- Converts to Class A shares - Does not convert to
8 years after the month Class A shares, so
in which the shares were annual expenses
purchased, thus reducing do not decrease
future annual expenses
-----------------------------------------------------------------------------------------
</TABLE>
Effective June 30, 2000, Cash Management Waddell & Reed Money Market C shares
were closed to all investments other than re-invested dividends.
EACH FUND HAS ADOPTED A DISTRIBUTION AND SERVICE PLAN ("Plan") pursuant to Rule
12b-1 under the 1940 Act for each of its Class A, Class B and Class C shares
other than Cash Management Class A and Municipal Money Market Fund Class A.
Under the Class A Plan, a Fund may pay Waddell & Reed, Inc. a fee of up to
0.25%, on an annual basis, of the average daily net assets of the Class A
shares. This fee is to reimburse Waddell & Reed, Inc. for the amounts it spends
for distributing the Fund's Class A shares, providing service to Class A
shareholders and/or maintaining Class A shareholder accounts. Under the Class B
Plan and the Class C Plan, each Fund may pay Waddell & Reed, Inc., on an annual
basis, a service fee of up to 0.25% of the average daily net assets of the class
to compensate Waddell & Reed, Inc. for providing service to shareholders of that
class and/or maintaining shareholder accounts for that class and a distribution
fee of up to 0.75% of the average daily net assets of the class to compensate
Waddell & Reed, Inc. for distributing shares of that class. Because the fees of
a class are paid out of the assets of that class on an ongoing basis, over time
these fees will increase the cost of your investment and may cost you more than
paying other types of sales charges.
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<PAGE>
CLASS A SHARES are subject to an initial sales charge when you buy them (other
than Cash Management and Municipal Money Market Fund), based on the amount of
your investment, according to the tables below. Class A shares pay an annual
12b-1 fee of up to 0.25% of average Class A net assets. The ongoing expenses of
this class are lower than those for Class B or Class C shares and typically
higher than those for Class Y shares.
BOND FUND
GLOBAL BOND FUND
HIGH INCOME FUND
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
SIZE OF PURCHASE
--------------------------------------------------------------------------------
SALES CHARGE REALLOWANCE
AS APPROX. TO DEALERS
SALES CHARGE PERCENT OF AS PERCENT
AS PERCENT OF AMOUNT OF OFFERING
OFFERING PRICE INVESTED PRICE
--------------------------------------------------------------------------------
<S> <C> <C> <C>
Under $100,000 5.75% 6.10% 5.00%
--------------------------------------------------------------------------------
$100,000 to less than $200,000 4.75 4.99 4.00
--------------------------------------------------------------------------------
$200,000 to less than $300,000 3.50 3.63 2.80
--------------------------------------------------------------------------------
$300,000 to less than $500,000 2.50 2.56 2.00
--------------------------------------------------------------------------------
$500,000 to less than $1,000,000 1.50 1.52 1.20
--------------------------------------------------------------------------------
$1,000,000 to less than $2,000,000 1.00 1.01 0.75
--------------------------------------------------------------------------------
$2,000,000 and over 0.00(1) 0.00(1) 0.50
--------------------------------------------------------------------------------
</TABLE>
(1) NO SALES CHARGE IS PAYABLE AT THE TIME OF PURCHASE ON INVESTMENTS OF $2
MILLION OR MORE, ALTHOUGH FOR SUCH INVESTMENTS THE FUND MAY IMPOSE A CDSC OF
1.00% ON CERTAIN REDEMPTIONS MADE WITHIN TWELVE MONTHS OF THE PURCHASE. THE CDSC
IS ASSESSED ON AN AMOUNT EQUAL TO THE LESSER OF THE THEN CURRENT MARKET VALUE OR
THE COST OF THE SHARES BEING REDEEMED. ACCORDINGLY, NO SALES CHARGE IS IMPOSED
ON INCREASES IN NET ASSET VALUE ABOVE THE INITIAL PURCHASE PRICE.
65
<PAGE>
GOVERNMENT SECURITIES FUND
MUNICIPAL BOND FUND
MUNICIPAL HIGH INCOME FUND
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
SIZE OF PURCHASE
--------------------------------------------------------------------------------
SALES CHARGE REALLOWANCE
AS APPROX. TO DEALERS
SALES CHARGE PERCENT OF AS PERCENT
AS PERCENT OF AMOUNT OF OFFERING
OFFERING PRICE INVESTED PRICE
--------------------------------------------------------------------------------
<S> <C> <C> <C>
Under $100,000 4.25% 4.44% 3.60%
--------------------------------------------------------------------------------
$100,000 to less than $300,000 3.25 3.36 2.75
--------------------------------------------------------------------------------
$300,000 to less than $500,000 2.50 2.56 2.00
--------------------------------------------------------------------------------
$500,000 to less than $1,000,000 1.50 1.52 1.20
--------------------------------------------------------------------------------
$1,000,000 to less than $2,000,000 1.00 1.01 0.75
--------------------------------------------------------------------------------
$2,000,000 and over 0.00(1) 0.00(1) 0.50
--------------------------------------------------------------------------------
</TABLE>
(1) NO SALES CHARGE IS PAYABLE AT THE TIME OF PURCHASE ON INVESTMENTS OF $2
MILLION OR MORE, ALTHOUGH FOR SUCH INVESTMENTS THE FUND MAY IMPOSE A CDSC OF
1.00% ON CERTAIN REDEMPTIONS MADE WITHIN TWELVE MONTHS OF THE PURCHASE. THE CDSC
IS ASSESSED ON AN AMOUNT EQUAL TO THE LESSER OF THE THEN CURRENT MARKET VALUE OR
THE COST OF THE SHARES BEING REDEEMED. ACCORDINGLY, NO SALES CHARGE IS IMPOSED
ON INCREASES IN NET ASSET VALUE ABOVE THE INITIAL PURCHASE PRICE.
Waddell & Reed, Inc. and its affiliates may pay additional compensation from its
own resources to securities dealers based upon the value of shares of a Fund
owned by the dealer for its own account or for its customers. Waddell & Reed,
Inc. may also provide compensation from its own resources to securities dealers
with respect to shares of the Funds purchased by customers of such dealers
without payment of a sales charge.
SALES CHARGE REDUCTIONS AND WAIVERS
LOWER SALES CHARGES ARE AVAILABLE BY:
- Combining additional purchases of Class A shares of any of the funds in the
Waddell & Reed Advisors Funds and/or the W&R Funds, Inc. except shares of
Waddell & Reed Advisors Cash Management, Waddell & Reed Advisors Municipal
Money Market Fund or Class A shares of W&R Funds, Inc. Money Market Fund
unless acquired by exchange for Class A shares on which a sales charge was
paid (or as a dividend or distribution on such acquired shares), with the
net asset value ("NAV") of Class A shares already held ("Rights of
Accumulation");
- Grouping all purchases of Class A shares, except shares of Cash Management,
Municipal Money Market Fund or W&R Money Market Fund, made during a
thirteen-month period ("Letter of Intent"); and
- Grouping purchases by certain related persons.
66
<PAGE>
Additional information and applicable forms are available from your financial
advisor.
WAIVERS FOR CERTAIN INVESTORS
CLASS A SHARES MAY BE PURCHASED AT NAV BY:
- The Directors and officers of the Fund or of any affiliated entity of
Waddell & Reed, Inc., employees of Waddell & Reed, Inc., employees of its
affiliates, financial advisors of Waddell & Reed, Inc. and the spouse,
children, parents, children's spouses and spouse's parents of each
- Certain retirement plans and certain trusts for these persons
- A 401(k) plan or a 457 plan having 100 or more eligible employees, and the
shares are held in individual plan participant accounts on the Fund's
records
- Until March 31, 2001, clients of Legend Equities Corporation ("Legend") if
the purchase is made with the proceeds of the redemption of shares of a
mutual fund which is not within the Waddell & Reed Advisors or W&R Funds,
Inc. and the purchase is made within 60 days of such redemption
- Retirement plan accounts held in the Waddell & Reed Advisors Retirement
Plan, offered and distributed by Nationwide Investment Services Corporation
through Nationwide Trust Company, FSB retirement programs
- Direct Rollovers from the Waddell & Reed Advisors Retirement Plan.
You will find more information in the SAI about sales charge reductions and
waivers.
CONTINGENT DEFERRED SALES CHARGE. A CDSC may be assessed against your redemption
amount of Class B or Class C shares or certain Class A shares and paid to
Waddell & Reed, Inc. (the "Distributor"), as further described below. The
purpose of the CDSC is to compensate the Distributor for the costs incurred by
it in connection with the sale of the Fund's Class B or Class C shares or with
Class A investments of $2 million or more at NAV. The CDSC will not be imposed
on shares representing payment of dividends or other distributions or on amounts
which represent an increase in the value of a shareholder's account resulting
from capital appreciation above the amount paid for shares purchased during the
CDSC period. For Class B, the date of redemption is measured in calendar months
from the month of purchase. Solely for purposes of determining the number of
years from the time of any payment for the purchase of shares, all payments
during a month are totaled and deemed to have been made on the first day of the
month. The CDSC is applied to the lesser of amount invested or redemption value.
67
<PAGE>
To keep your CDSC as low as possible, each time you place a request to redeem
shares, the Fund assumes that a redemption is made first of shares not subject
to a deferred sales charge (including shares which represent appreciation on
shares held, reinvested dividends and distributions), and then of shares that
represent the lowest sales charge.
Unless instructed otherwise, a Fund, when requested to redeem a specific dollar
amount, will redeem additional shares of the applicable class that are equal in
value to the CDSC. For example, should you request a $1,000 redemption and the
applicable CDSC is $27, the Fund will redeem shares having an aggregate NAV of
$1,027, absent different instructions.
CLASS B SHARES are not subject to an initial sales charge when you buy them.
However, you may pay a CDSC if you sell your Class B shares within six years of
their purchase, based on the table below. Class B shares pay an annual 12b-1
service fee of up to 0.25% of average net assets and a distribution fee of up to
0.75% of average net assets. Over time, these fees will increase the cost of
your investment and may cost you more than if you had purchased Class A shares.
Class B shares, and any dividends and distributions paid on such shares,
automatically convert to Class A shares eight years after the end of the month
in which the shares were purchased. Such conversion will be on the basis of the
relative net asset values per share, without the imposition of any sales load,
fee or other charge. The Class A shares have lower ongoing expenses.
The Fund will redeem your Class B shares at their NAV next calculated after
receipt of a written request for redemption in good order, subject to the CDSC
discussed below.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
CONTINGENT DEFERRED SALES CHARGE
ON SHARES SOLD WITHIN YEAR AS % OF AMOUNT SUBJECT TO CHARGE
--------------------------------------------------------------------------------
<S> <C>
1 5.0%
--------------------------------------------------------------------------------
2 4.0%
--------------------------------------------------------------------------------
3 3.0%
--------------------------------------------------------------------------------
4 3.0%
--------------------------------------------------------------------------------
5 2.0%
--------------------------------------------------------------------------------
6 1.0%
--------------------------------------------------------------------------------
7+ 0.0%
--------------------------------------------------------------------------------
</TABLE>
In the table, a "year" is a 12-month period. In applying the CDSC, all purchases
are considered to have been made on the first day of the month in which the
purchase was made.
68
<PAGE>
For example, if a shareholder opens an account on January 14, 2001, then redeems
all Class B shares on January 12, 2002, the shareholder will pay a CDSC of 4%,
the rate applicable to redemptions made within the second year of purchase. All
Class B purchases made prior to July 1, 2000 will be automatically treated under
the current method of calculating the CDSC. Any purchase made in 1999 will be
deemed to have been made on December 1, 1998. Any purchase made from January 1,
2000 to June 30, 2000 will be deemed to have been made on December 1, 1999.
CLASS C SHARES are not subject to an initial sales charge when you buy them, but
if you sell your Class C shares within twelve months after purchase, you will
pay a 1% CDSC. For purposes of the CDSC, purchases of Class C shares within a
month will be considered as being purchased on the first day of the month. Class
C shares pay an annual 12b-1 service fee of up to 0.25% of average net assets
and a distribution fee of up to 0.75% of average net assets. Over time, these
fees will increase the cost of your investment and may cost you more than if you
had purchased Class A shares. Class C shares do not convert to any other class.
For Class C shares, the CDSC will be applied to the lesser of amount invested or
redemption value of shares that have been held for twelve months or less.
THE CLASS B AND CLASS C CDSC WILL NOT APPLY IN THE FOLLOWING CIRCUMSTANCES:
- redemptions of shares requested within one year of the shareholder's death
or disability, provided the Fund is notified of the death or disability at
the time of the request and furnished proof of such event satisfactory to
the Distributor.
- redemptions of shares made to satisfy required minimum distributions after
age 70 1/2 from a qualified retirement plan, a required minimum
distribution from an individual retirement account, Keogh plan or custodial
account under section 403(b)(7) of the Internal Revenue Code of 1986, as
amended ("Code"), a tax-free return of an excess contribution, or that
otherwise results from the death or disability of the employee, as well as
in connection with redemptions by any tax-exempt employee benefit plan for
which, as a result of a subsequent law or legislation, the continuation of
its investment would be improper.
- redemptions of shares purchased by current or retired Directors of the
Fund, and Directors of affiliated companies, current or retired officers of
the Fund, officers and employees of WRIMCO, the Distributor or their
69
<PAGE>
affiliated companies, financial advisors of Waddell & Reed, Inc. or its
affiliates, and by the members of immediate families of such persons.
- redemptions of shares made pursuant to a shareholder's participation in any
systematic withdrawal service adopted for a Fund. (The service and this
exclusion from the CDSC do not apply to a one-time withdrawal.)
- redemptions the proceeds of which are reinvested within 45 days in shares
of the same class of the Fund as that redeemed.
- the exercise of certain exchange privileges.
- redemptions effected pursuant to each Fund's right (other than High Income
Fund) to liquidate a shareholder's shares if the aggregate NAV of those
shares is less than $500, or $250 for Cash Management and Municipal Money
Market Fund.
- redemptions effected by another registered investment company by virtue of
a merger or other reorganization with a Fund or by a former shareholder of
such investment company of shares of a Fund acquired pursuant to such
reorganization.
These exceptions may be modified or eliminated by a Fund at any time without
prior notice to shareholders, except with respect to redemptions effected
pursuant to the Fund's right to liquidate a shareholder's shares, which requires
certain notice.
CLASS Y SHARES are not subject to a sales charge or annual 12b-1 fees.
Class Y shares are only available for purchase by:
- participants of employee benefit plans established under section 403(b) or
section 457, or qualified under section 401 of the Code, including 401(k)
plans, when the plan has 100 or more eligible employees and holds the
shares in an omnibus account on the Fund's records;
- banks, trust institutions, investment fund administrators and other third
parties investing for their own accounts or for the accounts of their
customers where such investments for customer accounts are held in an
omnibus account on the Fund's records;
- government entities or authorities and corporations whose investment within
the first twelve months after initial investment is $10 million or more;
and
- certain retirement plans and trusts for employees and financial advisors of
Waddell & Reed, Inc. and its affiliates.
70
<PAGE>
WAYS TO SET UP YOUR ACCOUNT
The different ways to set up (register) your account are listed below.
INDIVIDUAL OR JOINT TENANTS
FOR YOUR GENERAL INVESTMENT NEEDS
Individual accounts are owned by one person. Joint accounts have two or more
owners (tenants).
BUSINESS OR ORGANIZATION
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS, INSTITUTIONS
OR OTHER GROUPS
RETIREMENT PLANS
TO SHELTER YOUR RETIREMENT SAVINGS FROM INCOME TAXES
Retirement plans allow individuals to shelter investment income and capital
gains from current income taxes. In addition, contributions to these accounts
(other than Roth IRAs and Education IRAs) may be tax-deductible.
- INDIVIDUAL RETIREMENT ACCOUNTS (IRAS) allow a certain individual under age
70 1/2, with earned income, to invest up to $2,000 per tax year. The
maximum for an investor and his or her spouse is $4,000 ($2,000 for each
spouse) or, if less, the couple's combined earned income for the taxable
year.
- IRA ROLLOVERS retain special tax advantages for certain distributions from
employer-sponsored retirement plans.
- ROTH IRAS allow certain individuals to make nondeductible contributions up
to $2,000 per year. The maximum annual contribution for an investor and his
or her spouse is $4,000 ($2,000 for each spouse) or, if less, the couple's
combined earned income for the taxable year. Withdrawals of earnings may be
tax free if the account is at least five years old and certain other
requirements are met.
- EDUCATION IRAS are established for the benefit of a minor, with
nondeductible contributions up to $500 per year, and permit tax-free
withdrawals to pay the higher education expenses of the beneficiary.
- SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS) provide business owners or
those with self-employed income (and their eligible employees) with many of
the same advantages as a Profit Sharing Plan, but with fewer administrative
requirements.
71
<PAGE>
- SAVINGS INCENTIVE MATCH PLANS FOR EMPLOYEES (SIMPLE PLANS) can be
established by small employers to contribute to and allow their employees
to contribute a portion of their wages pre-tax to retirement accounts. This
plan-type generally involves fewer administrative requirements than 401(k)
or other qualified plans.
- KEOGH PLANS allow self-employed individuals to make tax-deductible
contributions for themselves of up to 25% of their annual earned income,
with a maximum of $30,000 per year.
- PENSION AND PROFIT-SHARING PLANS, INCLUDING 401(k) PLANS, allow
corporations and nongovernmental tax-exempt organizations of all sizes
and/or their employees to contribute a percentage of the employees' wages
or other amounts on a tax-deferred basis. These accounts need to be
established by the administrator or trustee of the plan.
- 403(b) CUSTODIAL ACCOUNTS are available to employees of public school
systems, churches and certain types of charitable organizations.
- 457 ACCOUNTS allow employees of state and local governments and certain
charitable organizations to contribute a portion of their compensation on a
tax-deferred basis.
GIFTS OR TRANSFERS TO A MINOR
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS
These custodial accounts provide a way to give money to a child and obtain tax
benefits. An individual can give up to $10,000 a year per child free of Federal
transfer tax consequences. Depending on state laws, you can set up a custodial
account under the Uniform Transfers to Minors Act ("UTMA") or the Uniform Gifts
to Minors Act ("UGMA").
TRUST
FOR MONEY BEING INVESTED BY A TRUST
The trust must be established before an account can be opened, or you may use a
trust form made available by Waddell & Reed. Contact your Waddell & Reed
financial advisor for the form.
BUYING SHARES
YOU MAY BUY SHARES OF EACH OF THE FUNDS through Waddell & Reed, Inc. and its
financial advisors or through advisors of Legend. To open your account you must
complete and sign an application. Your financial advisor can help you with any
questions you might have.
72
<PAGE>
TO PURCHASE ANY CLASS OF SHARES BY CHECK, make your check payable to Waddell &
Reed, Inc. Mail the check, along with your completed application, to:
Waddell & Reed, Inc.
P. O. Box 29217
Shawnee Mission, Kansas
66201-9217
TO PURCHASE CLASS Y SHARES (AND CLASS A SHARES OF CASH MANAGEMENT AND CLASS A
SHARES OF MUNICIPAL MONEY MARKET FUND) BY WIRE, you must first obtain an account
number by calling 800-366-2520, then mail a completed application to Waddell &
Reed, Inc., at the above address, or fax it to 913-236-5044. Instruct your bank
to wire the amount you wish to invest, along with the account number and
registration, to UMB Bank, n.a., ABA Number 101000695, for the account of
Waddell & Reed Number 9800007978, Special Account for Exclusive Benefit of
Customers FBO Customer Name and Account Number.
You may also buy Class Y shares of a Fund indirectly through certain
broker-dealers, banks and other third parties, some of which may charge you a
fee. These firms may have additional requirements regarding the purchase of
Class Y shares.
THE PRICE TO BUY A FUND SHARE is its offering price, which is calculated every
business day.
The OFFERING PRICE of a share (the price to buy one share of a particular class)
is the next NAV calculated per share of that class plus, for Class A shares, the
sales charge shown in the tables.
In the calculation of a Fund's NAV:
- The securities in the Fund's portfolio that are listed or traded on an
exchange are valued primarily using market prices.
- Bonds are generally valued according to prices quoted by an independent
pricing service.
- Short-term debt securities are valued at amortized cost, which approximates
market value.
- Other investment assets for which market prices are unavailable are valued
at their fair value by or at the direction of the Fund's Board of
Directors.
73
<PAGE>
EACH FUND IS OPEN FOR BUSINESS each day the New York Stock Exchange (the "NYSE")
is open. The Funds normally calculate their NAVs as of the close of business of
the NYSE, normally 4 p.m. Eastern time, except that an option or futures
contract held by a Fund may be priced at the close of the regular session of any
other securities exchange on which that instrument is traded.
Some of the Funds may invest in securities listed on foreign exchanges which may
trade on Saturdays or on U.S. national business holidays when the NYSE is
closed. Consequently, the NAV of Fund shares may be significantly affected on
days when a Fund does not price its shares and when you are not able to purchase
or redeem a Fund's shares. Similarly, if an event materially affecting the value
of foreign investments or foreign currency exchange rates occurs prior to the
close of business of the NYSE but after the time their values are otherwise
determined, such investments or exchange rates may be valued at their fair value
as determined in good faith by or under the direction of each Fund's Board of
Directors.
WHEN YOU PLACE AN ORDER TO BUY SHARES, your order will be processed at the next
offering price calculated after your order is received and accepted. Note the
following:
- All of your purchases must be made in U.S. dollars.
- If you buy shares by check, and then sell those shares by any method other
than by exchange to another fund in the Waddell & Reed Advisors Funds
and/or W&R Funds, Inc., the payment may be delayed for up to ten days to
ensure that your previous investment has cleared.
- The Funds do not issue certificates representing Class B, Class C or
Class Y shares. Cash Management and Municipal Money Market Fund do not
normally issue certificates representing any class of shares.
- If you purchase shares of a Fund from certain broker-dealers, banks or
other authorized third parties, the Fund will be deemed to have received
your purchase order when that third party (or its designee) has received
your order. Your order will receive the offering price next calculated
after the order has been received in proper form by the authorized third
party (or its designee). You should consult that firm to determine the time
by which it must receive your order for you to purchase shares of a Fund at
that day's price.
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When you sign your account application, you will be asked to certify that your
Social Security or other taxpayer identification number is correct and whether
you are subject to backup withholding for failing to report income to the
Internal Revenue Service.
Waddell & Reed, Inc. reserves the right to reject any purchase orders, including
purchases by exchange, and it and the Funds reserve the right to discontinue
offering Fund shares for purchase.
MINIMUM INVESTMENTS
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
FOR CLASS A, CLASS B AND CLASS C:
--------------------------------------------------------------------------------
<S> <C>
TO OPEN AN ACCOUNT $500 (per Fund)
--------------------------------------------------------------------------------
For certain exchanges $100 (per Fund)
--------------------------------------------------------------------------------
For certain retirement accounts and accounts opened
with Automatic Investment Service $50 (per Fund)
--------------------------------------------------------------------------------
For certain retirement accounts and accounts opened
through payroll deductions for or by employees of
WRIMCO, Waddell & Reed, Inc. and their affiliates $25 (per Fund)
--------------------------------------------------------------------------------
TO ADD TO AN ACCOUNT Any amount
--------------------------------------------------------------------------------
For certain exchanges $100 (per Fund)
--------------------------------------------------------------------------------
For Automatic Investment Service $25 (per Fund)
--------------------------------------------------------------------------------
FOR CLASS Y:
--------------------------------------------------------------------------------
TO OPEN AN ACCOUNT
--------------------------------------------------------------------------------
For a government entity or authority $10 million
or for a corporation (within first twelve months)
--------------------------------------------------------------------------------
For other investors Any amount
--------------------------------------------------------------------------------
TO ADD TO AN ACCOUNT Any amount
--------------------------------------------------------------------------------
</TABLE>
ADDING TO YOUR ACCOUNT
Subject to the minimums described under "Minimum Investments," you can make
additional investments of any amount at any time.
TO ADD TO YOUR ACCOUNT, make your check payable to Waddell & Reed, Inc. Mail the
check to Waddell & Reed, Inc., along with:
- the detachable form that accompanies the confirmation of a prior purchase
or your year-to-date statement; or
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<PAGE>
- a letter stating your account number, the account registration, the Fund
and the class of shares that you wish to purchase.
TO ADD TO YOUR CLASS Y ACCOUNT (OR YOUR CLASS A CASH MANAGEMENT OR CLASS A
MUNICIPAL MONEY MARKET FUND ACCOUNT) BY WIRE: Instruct your bank to wire the
amount you wish to invest, along with the account number and registration, to
UMB Bank, n.a., ABA Number 101000695, for the account of Waddell & Reed Number
9800007978, Special Account for Exclusive Benefit of Customers FBO Customer Name
and Account Number.
If you purchase shares of the Funds from certain broker-dealers, banks or other
authorized third parties, additional purchases may be made through those firms.
SELLING SHARES
You can arrange to take money out of your Fund account at any time by selling
(redeeming) some or all of your shares.
The REDEMPTION PRICE (price to sell one share of a particular class of a Fund)
is the NAV per share of that Fund class, subject to any CDSC applicable to Class
A, Class B or Class C shares.
TO SELL SHARES BY WRITTEN REQUEST: Complete an Account Service Request form,
available from your financial advisor, or write a letter of instruction with:
- the name on the account registration;
- the Fund's name;
- the Fund account number;
- the dollar amount or number, and the class, of shares to be redeemed; and
- any other applicable requirements listed in the table below.
Deliver the form or your letter to your financial advisor, or mail it to:
Waddell & Reed Services Company
P. O. Box 29217
Shawnee Mission, Kansas
66201-9217
Unless otherwise instructed, Waddell & Reed Services Company will send a check
to the address on the account.
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<PAGE>
TO SELL CLASS Y SHARES, CLASS A SHARES OF CASH MANAGEMENT OR CLASS A SHARES OF
MUNICIPAL MONEY MARKET FUND BY TELEPHONE OR FAX: If you have elected this method
in your application or by subsequent authorization, call 888-WADDELL, or fax
your request to 913-236-1599, and give your instructions to redeem shares and
make payment by wire to your predesignated bank account or by check to you at
the address on the account.
TO SELL CLASS A SHARES OF CASH MANAGEMENT, GOVERNMENT SECURITIES OR MUNICIPAL
MONEY MARKET FUND BY CHECK: If you have elected this method in your application
or by subsequent authorization, the Fund will provide you with forms or checks
drawn on UMB Bank, n.a. You may make these checks payable to the order of any
payee in any amount of $250 or more.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at the next NAV
calculated, subject to any applicable CDSC, after receipt of a written request
for redemption in good order by Waddell & Reed Services Company at the address
listed above. Note the following:
- If more than one person owns the shares, each owner must sign the written
request.
- If you hold a certificate, it must be properly endorsed and sent to the
Fund.
- If you recently purchased the shares by check, the Fund may delay payment
of redemption proceeds. You may arrange for the bank upon which the
purchase check was drawn to provide to the Fund telephone or written
assurance that the check has cleared and been honored. If you do not,
payment of the redemption proceeds on these shares will be delayed until
the earlier of 10 days or the date the Fund can verify that your purchase
check has cleared and been honored.
- Redemptions may be suspended or payment dates postponed on days when the
NYSE is closed (other than weekends or holidays), when trading on the NYSE
is restricted or as permitted by the Securities and Exchange Commission.
- Payment is normally made in cash, although under extraordinary conditions
redemptions may be made in portfolio securities when a Fund's Board of
Directors determines that conditions exist making cash payments
undesirable. A Fund is obligated to redeem shares solely in cash up to the
lesser of $250,000 or 1% of its NAV during any 90-day period for any one
shareholder.
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<PAGE>
- If you purchased shares from certain broker-dealers, banks or other
authorized third parties, you may sell those shares through those firms,
some of which may charge you a fee and may have additional requirements to
sell Fund shares. The Fund will be deemed to have received your order to
sell shares when that firm (or its designee) has received your order. Your
order will receive the NAV of the applicable Class subject to any
applicable CDSC next calculated after the order has been received in proper
form by the authorized firm (or its designee). You should consult that firm
to determine the time by which it must receive your order for you to sell
shares at that day's price.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
SPECIAL REQUIREMENTS FOR SELLING SHARES
--------------------------------------------------------------------------------
ACCOUNT TYPE SPECIAL REQUIREMENTS
--------------------------------------------------------------------------------
<S> <C>
Individual or Joint Tenant The written instructions must be signed by all
persons required to sign for transactions,
exactly as their names appear on the account.
--------------------------------------------------------------------------------
Sole Proprietorship The written instructions must be signed by the
individual owner of the business.
--------------------------------------------------------------------------------
UGMA, UTMA The custodian must sign the written
instructions indicating capacity as custodian.
--------------------------------------------------------------------------------
Retirement Account The written instructions must be signed by a
properly authorized person.
--------------------------------------------------------------------------------
Trust The trustee must sign the written instructions
indicating capacity as trustee. If the
trustee's name is not in the account
registration, provide a currently certified
copy of the trust document.
--------------------------------------------------------------------------------
Business or Organization At least one person authorized by corporate
resolution to act on the account must sign the
written instructions.
--------------------------------------------------------------------------------
Conservator, Guardian or The written instructions must be signed by the
Other Fiduciary person properly authorized by court order to
act in the particular fiduciary capacity.
--------------------------------------------------------------------------------
</TABLE>
A Fund may require a signature guarantee in certain situations such as:
- a redemption request made by a corporation, partnership or fiduciary
- a redemption request made by someone other than the owner of record
- the check is made payable to someone other than the owner of record.
This requirement is to protect you and Waddell & Reed from fraud. You can obtain
a signature guarantee from most banks and securities dealers, but not from a
notary public.
78
<PAGE>
EACH FUND RESERVES THE RIGHT TO REDEEM at NAV all of your Fund shares (other
than High Income Fund) in your account if their aggregate NAV is less than $500,
or $250 for Cash Management and Municipal Money Market Fund. The Fund will give
you notice and a 60-day opportunity to purchase a sufficient number of
additional shares to bring the aggregate NAV of your shares to $500, or $250 for
Cash Management and Municipal Money Market Fund. Cash Management and Municipal
Money Market Fund may charge a fee of $1.75 per month on all accounts with a NAV
of less than $250, except for retirement plan accounts.
YOU MAY REINVEST, without charge, all or part of the amount of Class A shares of
a Fund you redeemed by sending to the Fund the amount you want to reinvest. The
reinvested amounts must be received by the Fund within 45 days after the date of
your redemption. You may do this only once with Class A shares of a Fund.
The CDSC will not apply to the proceeds of Class A (as applicable), Class B or
Class C shares of a Fund which are redeemed and then reinvested in Class A,
Class B or Class C shares of the Fund within 45 days after such redemption. The
Distributor will, with your reinvestment, restore an amount equal to the
deferred sales charge attributable to the amount reinvested by adding the
deferred sales charge amount to your reinvestment. For purposes of determining
future deferred sales charges, the reinvestment will be treated as a new
investment. You may do this only once as to Class A shares of a Fund, once as to
Class B shares of a Fund and once as to Class C shares of a Fund.
Payments of principal and interest on loans made pursuant to a 401(a) qualified
plan (if such loans are permitted by the plan) may be reinvested, without
payment of a sales charge, in Class A shares of any of the Waddell & Reed
Advisors Funds in which the plan may invest.
TELEPHONE TRANSACTIONS
The Funds and their agents will not be liable for following instructions
communicated by telephone that they reasonably believe to be genuine. Each Fund
will employ reasonable procedures to confirm that instructions communicated by
telephone are genuine. If a Fund fails to do so, the Fund may be liable for
losses due to unauthorized or fraudulent instructions. Current procedures
relating to instructions communicated by telephone include tape recording
instructions, requiring personal identification and providing written
confirmations of transactions effected pursuant to such instructions.
79
<PAGE>
SHAREHOLDER SERVICES
Waddell & Reed provides a variety of services to help you manage your account.
PERSONAL SERVICE
Your local financial advisor is available to provide personal service.
Additionally, a toll-free call, 888-WADDELL, connects you to a Client Services
Representative or our automated customer telephone service. During normal
business hours, our Client Services staff is available to answer your questions
or update your account records. At almost any time of the day or night, you may
access your account information from a touch-tone phone, or from our web site,
www.waddell.com, to:
- Obtain information about your accounts
- Obtain price information about other funds in the Waddell & Reed Advisors
Funds or W&R Funds, Inc.
- Obtain a Fund's prospectus
- Request duplicate statements.
REPORTS
Statements and reports sent to you include the following:
- confirmation statements (after every purchase, other than those purchases
made through Automatic Investment Service, and after every exchange,
transfer or redemption)
- year-to-date statements (quarterly)
- annual and semiannual reports to shareholders (every six months)
To reduce expenses, only one copy of the most recent annual and semiannual
reports of the Funds may be mailed to your household, even if you have more than
one account with a Fund. Call the telephone number listed for Client Services if
you need additional copies of annual or semiannual reports or account
information.
EXCHANGES
You may sell your shares and buy shares of the same Class of another Fund in the
Waddell & Reed Advisors Funds or in W&R Funds, Inc. without the payment of an
additional sales charge if you buy Class A shares or payment of a CDSC when you
exchange Class B or Class C shares. For Class B and Class C shares or Class A
shares to which the CDSC would otherwise apply, the time period for the deferred
sales charge will continue to run. In addition, exchanging Class Y shareholders
in the Waddell & Reed Advisors Funds may buy Class A shares of
80
<PAGE>
Waddell & Reed Advisors Cash Management or Waddell & Reed Advisors Municipal
Money Market Fund.
You may exchange any Class A shares of the Government Securities, Municipal Bond
and Municipal High Income Funds that you have held for at least six months and
any Class A shares of these Funds acquired as payment of a dividend or
distribution for Class A shares of any other fund in the Waddell & Reed Advisors
Funds. You may exchange any Class A shares of the Government Securities,
Municipal Bond and Municipal High Income Funds that you have held for less than
six months only for Class A shares of Government Securities, Municipal Bond,
Municipal High Income, Cash Management and Municipal Money Market Fund.
You may exchange only into funds that are legally permitted for sale in your
state of residence. Note that exchanges out of a Fund may have tax consequences
for you. Before exchanging into a fund, read its prospectus.
THE FUNDS RESERVE THE RIGHT to terminate or modify these exchange privileges at
any time, upon notice in certain instances.
AUTOMATIC TRANSACTIONS FOR CLASS A, CLASS B AND CLASS C SHAREHOLDERS
Flexible withdrawal service lets you set up ongoing monthly, quarterly,
semiannual or annual redemptions from your account.
Regular Investment Plans allow you to transfer money into your Fund account, or
between fund accounts, automatically. While Regular Investment Plans do not
guarantee a profit and will not protect you against loss in a declining market,
they can be an excellent way to invest for retirement, a home, educational
expenses and other long-term financial goals.
Certain restrictions and fees imposed by the plan custodian may also apply for
retirement accounts. Speak with your financial advisor for more information.
--------------------------------------------------------------------------------
REGULAR INVESTMENT PLANS
--------------------------------------------------------------------------------
AUTOMATIC INVESTMENT SERVICE
TO MOVE MONEY FROM YOUR BANK ACCOUNT TO AN EXISTING FUND ACCOUNT
MINIMUM AMOUNT MINIMUM FREQUENCY
$25 (per Fund) Monthly
--------------------------------------------------------------------------------
FUNDS PLUS SERVICE
TO MOVE MONEY FROM WADDELL & REED ADVISORS CASH MANAGEMENT OR WADDELL & REED
ADVISORS MUNICIPAL MONEY MARKET FUND TO A FUND WHETHER IN THE SAME OR A
DIFFERENT ACCOUNT IN THE SAME CLASS
MINIMUM AMOUNT MINIMUM FREQUENCY
$100 (per Fund) Monthly
--------------------------------------------------------------------------------
81
<PAGE>
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS
Each Fund distributes substantially all of its net investment income and net
capital gains to its shareholders each year.
Usually, a Fund distributes net investment income at the following times: Bond
Fund, High Income Fund and Municipal Bond Fund, monthly; Cash Management,
Government Securities Fund, Municipal High Income Fund, Municipal Money Market
Fund and Global Bond Fund, daily and paid monthly. Dividends declared for a
particular day are paid to shareholders of record on the prior business day.
However, dividends declared for Saturday and Sunday are paid to shareholders of
record on the preceding Thursday. Net capital gains (and any net gains from
foreign currency transactions) usually are distributed in December.
DISTRIBUTION OPTIONS. When you open an account, specify on your application how
you want to receive your distributions. Each Fund offers two options:
1. SHARE PAYMENT OPTION. Your dividends, capital gains and other distributions
with respect to a class will be automatically paid in additional shares of
the same class of the Fund. If you do not indicate a choice on your
application, you will be assigned this option.
2. CASH OPTION. You will be sent a check for your dividends, capital gains and
other distributions if the total distribution is equal to or greater than
five dollars. If the distribution is less than five dollars, it will be
automatically paid in additional shares of the same class of the Fund.
For retirement accounts, all distributions are automatically paid in additional
shares.
TAXES
As with any investment, you should consider how your investment in a Fund will
be taxed. If your account is not a tax-deferred retirement account (or you are
not otherwise exempt from income tax), you should be aware of the following tax
implications:
TAXES ON DISTRIBUTIONS. Distributions by Municipal Bond Fund, Municipal High
Income Fund or Municipal Money Market Fund that are designated by it as exempt
interest dividends generally may be excluded by you from your gross income for
Federal income tax purposes. Dividends from a Fund's investment company taxable
income (which includes net short-term gains), if
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<PAGE>
any, generally are taxable to you as ordinary income whether received in cash or
paid in additional Fund shares. Distributions of a Fund's net capital gains,
when designated as such, are taxable to you as long-term capital gains, whether
received in cash or paid in additional Fund shares and regardless of the length
of time you have owned your shares. For Federal income tax purposes, your
long-term capital gains generally are taxed at a maximum rate of 20%.
Each Fund notifies you after each calendar year-end as to the amounts of
dividends and other distributions paid (or deemed paid) to you for that year.
A portion of the dividends paid by a Fund, whether received in cash or paid in
additional Fund shares, may be eligible for the dividends received deduction
allowed to corporations. The eligible portion may not exceed the aggregate
dividends received by a Fund from U.S. corporations. However, dividends received
by a corporate shareholder and deducted by it pursuant to the dividends received
deduction are subject indirectly to the Federal AMT.
Exempt-interest dividends paid by the Municipal Bond Fund, Municipal High Income
Fund and Municipal Money Market Fund may be subject to state and local income
tax. In addition, a portion of those dividends is expected to be attributable to
interest on certain bonds that must be treated by you as a "tax preference item"
for purposes of calculating your liability, if any, for the AMT; the Municipal
Bond and Municipal High Income Funds anticipate that the AMT portion of each
Fund will not be more than 40% of the dividends it will pay to its shareholders.
The Funds will provide you with information concerning the amount of
distributions that must be treated as a tax preference item after the end of
each calendar year.
Shareholders who may be subject to the AMT should consult with their tax
advisers concerning investment in the Funds. Shareholders in Municipal Bond
Fund, Municipal High Income Fund and Municipal Money Market Fund are notified
that entities or other persons who are "substantial users" (or persons related
to "substantial users") of facilities financed by PABs should consult their tax
advisers before purchasing shares of these Funds because, for users of certain
of these facilities, the interest on PABs is not exempt from Federal income tax.
For these purposes, the term "substantial user" is defined generally to include
a "non-exempt person" who regularly uses in trade or business a part of a
facility financed from the proceeds of PABs.
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<PAGE>
WITHHOLDING. Each Fund must withhold 31% of all dividends, capital gains and
other distributions and redemption proceeds payable to individuals and certain
other noncorporate shareholders who do not furnish the Fund with a correct
taxpayer identification number. Withholding at that rate from dividends, capital
gains and other distributions also is required for shareholders subject to
backup withholding.
TAXES ON TRANSACTIONS. Your redemption of Fund shares will result in a taxable
gain or loss to you, depending on whether the redemption proceeds are more or
less than what you paid for the redeemed shares (which normally includes any
sales charge paid). If you have a gain on a redemption of Fund shares, the
entire gain will be taxable even though a portion of the gain may represent
municipal bond interest earned by the Fund but not yet paid out as a dividend.
If the redemption is not made until after record date, however, that interest
will be received by you as a dividend that is tax-exempt rather than as part of
a taxable gain.
An exchange of Fund shares for shares of any other fund in the Waddell & Reed
Advisors Funds or W&R Funds, Inc. generally will have similar tax consequences.
However, special rules apply when you dispose of a Fund's Class A shares through
a redemption or exchange within 90 days after your purchase and then reacquire
Class A shares of that Fund or acquire Class A shares of another fund in the
Waddell & Reed Advisors Funds without paying a sales charge due to the 45 day
reinvestment privilege or exchange privilege. See "Your Account." In these
cases, any gain on the disposition of the original Fund shares will be
increased, or loss decreased, by the amount of the sales charge you paid when
those shares were acquired, and that amount will increase the adjusted basis of
the shares subsequently acquired. In addition, if you purchase shares of a Fund
within 30 days before or after redeeming other shares of the Fund (regardless of
class) at a loss, part or all of that loss will not be deductible and will
increase the basis of the newly purchased shares.
For Municipal Bond Fund, Municipal High Income Fund and Municipal Money Market
Fund, interest on indebtedness incurred or continued to purchase or carry shares
of the Fund will not be deductible for Federal income tax purposes to the extent
the Fund's distributions consist of exempt-interest dividends. Proposals may be
introduced before Congress for the purpose of restricting or eliminating the
Federal income tax exemption for interest on municipal bonds. If such a proposal
were enacted, the availability of municipal bonds for investment by the Fund and
the value of the portfolios would be affected. In that event, the Funds may
decide to reevaluate their investment goal and policies.
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STATE AND LOCAL INCOME TAXES. The portion of the dividends paid by each Fund
attributable to interest earned on U.S. Government securities generally is not
subject to state and local income taxes, although distributions by any Fund to
its shareholders of net realized gains on the sale of those securities are fully
subject to those taxes. You should consult your tax adviser to determine the
taxability of dividends and other distributions by the Funds in your state and
locality.
The foregoing is only a summary of some of the important Federal income tax
considerations generally affecting each Fund and its shareholders; you will find
more information in each Fund's SAI. There may be other Federal, state or local
tax considerations applicable to a particular investor. You are urged to consult
your own tax adviser.
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<PAGE>
--------------------------------------------------------------------------------
THE MANAGEMENT OF THE FUNDS
PORTFOLIO MANAGEMENT
Each Fund is managed by WRIMCO, subject to the authority of each Fund's Board of
Directors. WRIMCO provides investment advice to each of the Funds and supervises
each Fund's investments. WRIMCO and/or its predecessors have served as
investment manager to each of the registered investment companies in the Waddell
& Reed Advisors Funds, W&R Funds, Inc. and W&R Target Funds, Inc. since the
inception of each company. WRIMCO is located at 6300 Lamar Avenue, P.O. Box
29217, Shawnee Mission, Kansas 66201-9217.
James C. Cusser is primarily responsible for the management of the Bond Fund and
the Government Securities Fund. Mr. Cusser has held his Fund responsibilities
since September 1992 for Bond Fund and since January 1997 for Government
Securities Fund. He is Senior Vice President of WRIMCO, Vice President of the
Funds and Vice President of other investment companies for which WRIMCO serves
as investment manager. Mr. Cusser has served as the portfolio manager for the
Funds and other investment companies managed by WRIMCO and has been an employee
of WRIMCO since August 1992.
Daniel J. Vrabac is primarily responsible for the management of the Global Bond
Fund. Mr. Vrabac has held his Fund responsibilities since September 2000. He is
Senior Vice President of WRIMCO, Vice President of the Fund and Vice President
of other investment companies for which WRIMCO serves as investment manager. Mr.
Vrabac is also Head of Fixed Income for WRIMCO. From May 1994 to March 1998, Mr.
Vrabac was Vice President of, and a portfolio manager for, Waddell & Reed Asset
Management Company, a former affiliate of WRIMCO. Mr. Vrabac has served as a
portfolio manager with, and has been an employee of, WRIMCO since May 1994.
Louise D. Rieke is primarily responsible for the management of the High Income
Fund. Ms. Rieke has held her Fund responsibilities since January 1990. She is
Senior Vice President of WRIMCO, Vice President of the Fund and Vice President
of other investment companies for which WRIMCO serves as investment manager.
From November 1985 to March 1998, Ms. Rieke was Vice President of, and a
portfolio manager for, Waddell & Reed Asset Management Company. Ms. Rieke has
served as the portfolio manager for investment companies managed by WRIMCO and
its predecessor since July 1986 and has been an employee of such since May 1971.
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<PAGE>
Bryan J. Bailey is primarily responsible for the management of the Municipal
Bond Fund. Mr. Bailey has held his Fund responsibilities since June 2000. He is
Vice President of WRIMCO and Vice President of the Fund. Mr. Bailey has served
as the Assistant Portfolio Manager for investment companies managed by WRIMCO
since January 1999 and has been an employee of WRIMCO since July 1993.
Mark Otterstrom is primarily responsible for the management of the Municipal
High Income Fund. Mr. Otterstrom has held his Fund responsibilities since June
2000. He is Vice President of WRIMCO and Vice President of the Fund. Mr.
Otterstrom has served as the Assistant Portfolio Manager for investment
companies managed by WRIMCO and its predecessor since January 1995 and has been
an employee of such since May 1987.
Mira Stevovich is primarily responsible for the management of Cash Management
and the Municipal Money Market Fund. Ms. Stevovich has held her Fund
responsibilities for Cash Management since May 1998 and for Municipal Money
Market Fund since its inception. She is Vice President of WRIMCO, Vice President
and Assistant Treasurer of the Funds and Vice President and Assistant Treasurer
of other investment companies for which WRIMCO serves as investment manager. Ms.
Stevovich has served as the Assistant Portfolio Manager for investment companies
managed by WRIMCO and its predecessors since January 1989 and has been an
employee of such since March 1987.
Other members of WRIMCO's investment management department provide input on
market outlook, economic conditions, investment research and other
considerations relating to a Fund's investments.
MANAGEMENT FEE
Like all mutual funds, the Funds pay fees related to their daily operations.
Expenses paid out of each Fund's assets are reflected in its share price or
dividends; they are neither billed directly to shareholders nor deducted from
shareholder accounts.
Each Fund pays a management fee to WRIMCO for providing investment advice and
supervising its investments. Each Fund also pays other expenses, which are
explained in the SAI.
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The management fee is payable at the annual rates of:
- for Bond Fund, 0.525% of net assets up to $500 million, 0.50% of net assets
over $500 million and up to $1 billion, 0.45% of net assets over $1 billion
and up to $1.5 billion, and 0.40% of net assets over $1.5 billion.
Management fees for the Fund as a percent of the Fund's net assets for the
fiscal period ended September 30, 2000 were 0.53%
- for Global Bond Fund, 0.625% of net assets up to $500 million, 0.60% of net
assets over $500 million and up to $1 billion, 0.55% of net assets over $1
billion and up to $1.5 billion, and 0.50% of net assets over $1.5 billion.
Management fees for the Fund as a percent of the Fund's net assets for the
fiscal year ended September 30, 2000 were 0.63%
- for Government Securities Fund, 0.50% of net assets up to $500 million,
0.45% of net assets over $500 million and up to $1 billion, 0.40% of net
assets over $1 billion and up to $1.5 billion, and 0.35% of net assets over
$1.5 billion. Management fees for the Fund as a percent of the Fund's net
assets for the fiscal period ended September 30, 2000 were 0.50%
- for High Income Fund, 0.625% of net assets up to $500 million, 0.60% of net
assets over $500 million and up to $1 billion, 0.55% of net assets over $1
billion and up to $1.5 billion, and 0.50% of net assets over $1.5 billion.
Management fees for the Fund as a percent of the Fund's net assets for the
fiscal period ended September 30, 2000 were 0.62%
- for Municipal Bond Fund, 0.525% of net assets up to $500 million, 0.50% of
net assets over $500 million and up to $1 billion, 0.45% of net assets over
$1 billion and up to $1.5 billion, and 0.40% of net assets over $1.5
billion. Management fees for the Fund as a percent of the Fund's net assets
for the fiscal year ended September 30, 2000 were 0.52%
- for Municipal High Income Fund, 0.525% of net assets up to $500 million,
0.50% of net assets over $500 million and up to $1 billion, 0.45% of net
assets over $1 billion and up to $1.5 billion, and 0.40% of net assets over
$1.5 billion. Management fees for the Fund as a percent of the Fund's net
assets for the fiscal year ended September 30, 2000 were 0.53%
- for Municipal Money Market Fund at the annual rate of 0.40% of net assets
- for Cash Management at the annual rate of 0.40% of net assets. Management
fees for the Fund as a percent of the Fund's net assets for the fiscal
period ended September 30, 2000 were 0.40%.
WRIMCO has voluntarily agreed to waive its management fee for any day that a
Fund's net assets are less than $25 million, subject to WRIMCO's right to change
or modify this waiver.
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FINANCIAL HIGHLIGHTS
The following information is to help you understand the financial performance of
each Fund's Class A, Class B, Class C and Class Y, as applicable, shares for the
fiscal periods shown. Certain information reflects financial results for a
single Fund share. "Total return" shows how much your investment would have
increased (or decreased) during each period, assuming reinvestment of all
dividends and distributions.
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BOND FUND
This information has been audited by Deloitte & Touche LLP, whose independent
auditors' reports, along with the Fund's financial statements for the fiscal
periods ended September 30, 2000 and June 30, 2000 and the fiscal year ended
December 31, 1999, are included in the Fund's SAI, which is available upon
request.
For a Class A share outstanding throughout each period(1):
<TABLE>
<CAPTION>
FOR THE
FISCAL PERIOD FOR THE FISCAL YEAR ENDED DECEMBER 31,
ENDED ------------------------------------------------------
9/30/00 1999 1998 1997 1996 1995
---------------------------------------------------------------------------------------------------
CLASS A PER-SHARE DATA
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period $5.97 $6.39 $6.32 $6.14 $6.34 $5.62
---------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income 0.27 0.35 0.38 0.39 0.39 0.40
Net realized and
unrealized gain
(loss) on investments 0.04 (0.42) 0.07 0.19 (0.20) 0.72
---------------------------------------------------------------------------------------------------
Total from investment
operations 0.31 (0.07) 0.45 0.58 0.19 1.12
---------------------------------------------------------------------------------------------------
Less distributions from
net investment income (0.27) (0.35) (0.38) (0.40) (0.39) (0.40)
---------------------------------------------------------------------------------------------------
Net asset value,
end of period $6.01 $5.97 $6.39 $6.32 $6.14 $6.34
--------------------------------------------------------------------------------------------------
CLASS A RATIOS/SUPPLEMENTAL DATA
---------------------------------------------------------------------------------------------------
Total return(2) 5.24% -1.08% 7.27% 9.77% 3.20% 20.50%
Net assets, end of
period (in millions) $493 $501 $551 $524 $519 $563
Ratio of expenses to
average net assets 1.02%(3) 0.95% 0.84% 0.77% 0.77% 0.74%
Ratio of net investment
income to average
net assets 6.00%(3) 5.72% 5.88% 6.34% 6.34% 6.54%
Portfolio turnover rate 23.21% 34.12% 33.87% 35.08% 55.74% 66.38%
---------------------------------------------------------------------------------------------------
</TABLE>
(1) ON JUNE 17, 1995, FUND SHARES OUTSTANDING WERE DESIGNATED CLASS A SHARES.
(2) TOTAL RETURN CALCULATED WITHOUT TAKING INTO ACCOUNT THE SALES LOAD DEDUCTED
ON AN INITIAL PURCHASE.
(3) ANNUALIZED.
90
<PAGE>
--------------------------------------------------------------------------------
BOND FUND
For a Class B share outstanding throughout each period:
<TABLE>
<CAPTION>
FOR THE FOR THE
FISCAL PERIOD PERIOD FROM
ENDED 9/9/99(1) THROUGH
9/30/00 12/31/99
--------------------------------------------------------------------------------
CLASS B PER-SHARE DATA
--------------------------------------------------------------------------------
<S> <C> <C>
Net asset value, beginning of period $5.97 $6.05
--------------------------------------------------------------------------------
Income from investment operations:
Net investment income 0.23 0.10
Net realized and unrealized gain (loss) on investments 0.04 (0.08)
--------------------------------------------------------------------------------
Total from investment operations 0.27 0.02
--------------------------------------------------------------------------------
Less distributions from net investment income (0.23) (0.10)
--------------------------------------------------------------------------------
Net asset value, end of period $6.01 $5.97
--------------------------------------------------------------------------------
CLASS B RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------
Total return 4.56% 0.30%
Net assets, end of period (in millions) $ 7 $ 2
Ratio of expenses to average net assets 1.90%(2) 1.91%(2)
Ratio of net investment income to average net assets 5.12%(2) 4.93%(2)
Portfolio turnover rate 23.21% 34.12%(2)
--------------------------------------------------------------------------------
</TABLE>
(1) COMMENCEMENT OF OPERATIONS.
(2) ANNUALIZED.
91
<PAGE>
--------------------------------------------------------------------------------
BOND FUND
For a Class C share outstanding throughout each period:
<TABLE>
<CAPTION>
FOR THE FOR THE
FISCAL PERIOD PERIOD FROM
ENDED 9/9/99(1) THROUGH
9/30/00 12/31/99
--------------------------------------------------------------------------------
CLASS C PER-SHARE DATA
--------------------------------------------------------------------------------
<S> <C> <C>
Net asset value, beginning of period $5.96 $6.05
--------------------------------------------------------------------------------
Income from investment operations:
Net investment income 0.22 0.10
Net realized and unrealized gain (loss)
on investments 0.05 (0.09)
--------------------------------------------------------------------------------
Total from investment operations 0.27 0.01
--------------------------------------------------------------------------------
Less distributions from net investment income (0.22) (0.10)
--------------------------------------------------------------------------------
Net asset value, end of period $6.01 $5.96
--------------------------------------------------------------------------------
CLASS C RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------
Total return 4.64% 0.13%
Net assets, end of period (in thousands) $1,382 $ 289
Ratio of expenses to average net assets 1.95%(2) 1.98%(2)
Ratio of net investment income to
average net assets 5.07%(2) 4.87%(2)
Portfolio turnover rate 23.21% 34.12%(2)
--------------------------------------------------------------------------------
</TABLE>
(1) COMMENCEMENT OF OPERATIONS.
(2) ANNUALIZED.
92
<PAGE>
--------------------------------------------------------------------------------
BOND FUND
For a Class Y share outstanding throughout each period:
<TABLE>
<CAPTION>
FOR THE FOR THE FISCAL YEAR FOR THE
FISCAL PERIOD ENDED DECEMBER 31, PERIOD FROM
ENDED ----------------------------------------- 6/19/95(1) THROUGH
9/30/00 1999 1998 1997 1996 12/31/95
-------------------------------------------------------------------------------------------------------
CLASS Y PER-SHARE DATA
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period $5.97 $6.39 $6.32 $6.14 $6.34 $6.11
-------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment
income 0.28 0.40 0.39 0.42 0.40 0.21
Net realized and
unrealized gain (loss)
on investments 0.04 (0.45) 0.07 0.17 (0.20) 0.22
-------------------------------------------------------------------------------------------------------
Total from investment
operations 0.32 (0.05) 0.46 0.59 0.20 0.43
-------------------------------------------------------------------------------------------------------
Less distributions
from net investment
income (0.28) (0.37) (0.39) (0.41) (0.40) (0.20)
-------------------------------------------------------------------------------------------------------
Net asset value,
end of period $6.01 $5.97 $6.39 $6.32 $6.14 $6.34
-------------------------------------------------------------------------------------------------------
CLASS Y RATIOS/SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------------------
Total return 5.47% -0.81% 7.54% 9.91% 3.35% 7.20%
Net assets, end of
period (in millions) $3 $2 $6 $5 $12 $3
Ratio of expenses to
average net assets 0.72%(2) 0.69% 0.61% 0.64% 0.62% 0.63%(2)
Ratio of net
investment income
to average net assets 6.30%(2) 6.00% 6.10% 6.48% 6.52% 6.41%(2)
Portfolio turnover
rate 23.21% 34.12% 33.87% 35.08% 55.74% 66.38%(2)
-------------------------------------------------------------------------------------------------------
</TABLE>
(1) COMMENCEMENT OF OPERATIONS.
(2) ANNUALIZED.
93
<PAGE>
--------------------------------------------------------------------------------
GLOBAL BOND FUND (FORMERLY HIGH INCOME FUND II)
This information has been audited by Deloitte & Touche LLP, whose independent
auditors' report, along with the Fund's financial statements for the fiscal year
ended September 30, 2000, is included in the Fund's SAI, which is available upon
request.
For a Class A share outstanding throughout each period(1):
<TABLE>
<CAPTION>
FOR THE FISCAL YEAR ENDED SEPTEMBER 30,
---------------------------------------------------------------------
2000 1999 1998 1997 1996
-------------------------------------------------------------------------------------------------------
CLASS A PER-SHARE DATA
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value,
beginning of period $3.88 $4.12 $4.42 $4.14 $4.03
-------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income 0.33 0.35 0.37 0.36 0.35
Net realized and unrealized
gain (loss) on investments (0.32) (0.24) (0.30) 0.28 0.11
-------------------------------------------------------------------------------------------------------
Total from investment
operations 0.01 0.11 0.07 0.64 0.46
-------------------------------------------------------------------------------------------------------
Less dividends declared
from net investment income (0.33) (0.35) (0.37) (0.36) (0.35)
-------------------------------------------------------------------------------------------------------
Net asset value,
end of period $3.56 $3.88 $4.12 $4.42 $4.14
-------------------------------------------------------------------------------------------------------
CLASS A RATIOS/SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------------------
Total return(2) 0.21% 2.66% 1.22% 16.20% 11.90%
Net assets, end of
period (in millions) $297 $371 $416 $407 $368
Ratio of expenses to
average net assets 1.16% 1.06% 0.96% 0.93% 0.95%
Ratio of net investment
income to average net assets 8.79% 8.60% 8.26% 8.54% 8.60%
Portfolio turnover rate 53.79% 46.17% 58.85% 64.38% 55.64%
-------------------------------------------------------------------------------------------------------
</TABLE>
(1) ON JANUARY 12, 1996, FUND SHARES OUTSTANDING WERE DESIGNATED CLASS A SHARES.
PRIOR TO SEPTEMBER 18, 2000, THE FUND'S PRINCIPAL INVESTMENT STRATEGIES
INVOLVED INVESTING PRIMARILY IN JUNK BONDS, WITH MINIMAL INVESTMENT IN
FOREIGN SECURITIES. ALL INFORMATION FOR PERIODS PRIOR TO THAT DATE REFLECTS
THE OPERATION OF THE FUND UNDER ITS FORMER INVESTMENT STRATEGY.
(2) TOTAL RETURN CALCULATED WITHOUT TAKING INTO ACCOUNT THE SALES LOAD DEDUCTED
ON AN INITIAL PURCHASE.
94
<PAGE>
--------------------------------------------------------------------------------
GLOBAL BOND FUND
For a Class B share outstanding throughout the period(1):
<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
10/6/99(2) THROUGH
9/30/00
-----------------------------------------------------------------------------------
CLASS B PER-SHARE DATA
-----------------------------------------------------------------------------------
<S> <C>
Net asset value, beginning of period $3.88
-----------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income 0.29
Net realized and unrealized loss on investments (0.32)
-----------------------------------------------------------------------------------
Total from investment operations (0.03)
-----------------------------------------------------------------------------------
Less dividends declared from net investment income (0.29)
-----------------------------------------------------------------------------------
Net asset value, end of period $3.56
-----------------------------------------------------------------------------------
CLASS B RATIOS/SUPPLEMENTAL DATA
-----------------------------------------------------------------------------------
Total return -0.87%
Net assets, end of period (in millions) $2
Ratio of expenses to average net assets 2.06%(3)
Ratio of net investment income to average net assets 7.87%(3)
Portfolio turnover rate 53.79%(4)
</TABLE>
(1) PRIOR TO SEPTEMBER 18, 2000, THE FUND'S PRINCIPAL INVESTMENT STRATEGIES
INVOLVED INVESTING PRIMARILY IN JUNK BONDS, WITH MINIMAL INVESTMENT IN
FOREIGN SECURITIES. ALL INFORMATION PRIOR TO THAT DATE REFLECTS THE
OPERATION OF THE FUND UNDER ITS FORMER INVESTMENT STRATEGY.
(2) COMMENCEMENT OF OPERATIONS.
(3) ANNUALIZED.
(4) FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000.
95
<PAGE>
--------------------------------------------------------------------------------
GLOBAL BOND FUND
For a Class C share outstanding throughout the period(1):
<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
10/6/99(2) THROUGH
9/30/00
-----------------------------------------------------------------------------------
CLASS C PER-SHARE DATA
-----------------------------------------------------------------------------------
<S> <C>
Net asset value, beginning of period $3.88
-----------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income 0.29
Net realized and unrealized loss on investments (0.32)
-----------------------------------------------------------------------------------
Total from investment operations (0.03)
-----------------------------------------------------------------------------------
Less dividends declared from net investment income (0.29)
-----------------------------------------------------------------------------------
Net asset value, end of period $3.56
-----------------------------------------------------------------------------------
CLASS C RATIOS/SUPPLEMENTAL DATA
-----------------------------------------------------------------------------------
Total return -0.95%
Net assets, end of period (in thousands) $242
Ratio of expenses to average net assets 2.14%(3)
Ratio of net investment income to average net assets 7.78%(3)
Portfolio turnover rate 53.79%(4)
-----------------------------------------------------------------------------------
</TABLE>
(1) PRIOR TO SEPTEMBER 18, 2000, THE FUND'S PRINCIPAL INVESTMENT STRATEGIES
INVOLVED INVESTING PRIMARILY IN JUNK BONDS, WITH MINIMAL INVESTMENT IN
FOREIGN SECURITIES. ALL INFORMATION PRIOR TO THAT DATE REFLECTS THE
OPERATION OF THE FUND UNDER ITS FORMER INVESTMENT STRATEGY.
(2) COMMENCEMENT OF OPERATIONS.
(3) ANNUALIZED.
(4) FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000.
96
<PAGE>
--------------------------------------------------------------------------------
GLOBAL BOND FUND
For a Class Y share outstanding throughout each period(1):
<TABLE>
<CAPTION>
FOR THE FISCAL YEAR FOR THE
ENDED SEPTEMBER 30, PERIOD FROM
----------------------------------------------- 2/27/96(2) THROUGH
2000 1999 1998 1997 9/30/96
-------------------------------------------------------------------------------------------------------
CLASS Y PER-SHARE DATA
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value,
beginning of period $3.88 $4.12 $4.42 $4.14 $4.15
-------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income 0.34 0.36 0.37 0.37 0.21
Net realized and
unrealized gain (loss)
on investments (0.32) (0.24) (0.30) 0.28 (0.01)
-------------------------------------------------------------------------------------------------------
Total from investment
operations 0.02 0.12 0.07 0.65 0.20
-------------------------------------------------------------------------------------------------------
Less dividends declared
from net investment income (0.34) (0.36) (0.37) (0.37) (0.21)
-------------------------------------------------------------------------------------------------------
Net asset value, end of period $3.56 $3.88 $4.12 $4.42 $4.14
-------------------------------------------------------------------------------------------------------
CLASS Y RATIOS/SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------------------
Total return 0.53% 2.95% 1.38% 16.38% 5.00%
Net assets, end of
period (in millions) $3 $3 $2 $2 $2
Ratio of expenses
to average net assets 0.84% 0.77% 0.79% 0.77% 0.77%(3)
Ratio of net investment
income to average net assets 9.12% 8.89% 8.43% 8.69% 8.83%(3)
Portfolio turnover rate 53.79% 46.17% 58.85% 64.38% 55.64%(3)
-------------------------------------------------------------------------------------------------------
</TABLE>
(1) PRIOR TO SEPTEMBER 18, 2000, THE FUND'S PRINCIPAL INVESTMENT STRATEGIES
INVOLVED INVESTING PRIMARILY IN JUNK BONDS, WITH MINIMAL INVESTMENT IN
FOREIGN SECURITIES. ALL INFORMATION FOR PERIODS PRIOR TO THAT DATE REFLECTS
THE OPERATION OF THE FUND UNDER ITS FORMER INVESTMENT STRATEGY.
(2) COMMENCEMENT OF OPERATIONS.
(3) ANNUALIZED.
97
<PAGE>
--------------------------------------------------------------------------------
GOVERNMENT SECURITIES FUND
This information has been audited by Deloitte & Touche LLP, whose independent
auditors' report, along with the Fund's financial statements for the fiscal
period ended September 30, 2000, is included in the Fund's SAI, which is
available upon request.
For a Class A share outstanding throughout each period(1):
<TABLE>
<CAPTION>
FOR THE FOR THE FISCAL YEAR ENDED MARCH 31,
FISCAL PERIOD --------------------------------------------------------------
ENDED 9/30/00 2000 1999 1998 1997 1996
-------------------------------------------------------------------------------------------------------
CLASS A PER-SHARE DATA
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period $5.22 $5.43 $5.46 $5.19 $5.32 $5.13
-------------------------------------------------------------------------------------------------------
Income from investment
operations:
Net investment
income 0.15 0.31 0.32 0.33 0.33 0.34
Net realized and
unrealized gain (loss)
on investments 0.05 (0.21) (0.03) 0.27 (0.13) 0.19
-------------------------------------------------------------------------------------------------------
Total from investment
operations 0.20 0.10 0.29 0.60 0.20 0.53
-------------------------------------------------------------------------------------------------------
Less dividends declared
from net investment
income (0.15) (0.31) (0.32) (0.33) (0.33) (0.34)
-------------------------------------------------------------------------------------------------------
Net asset value,
end of period $5.27 $5.22 $5.43 $5.46 $5.19 $5.32
-------------------------------------------------------------------------------------------------------
CLASS A RATIOS/SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------------------
Total return(2) 3.97% 1.82% 5.44% 11.84% 3.75% 10.48%
Net assets, end of
period (in millions) $114 $117 $134 $131 $129 $146
Ratio of expenses to
average net assets 1.12%(3) 1.12% 0.96% 0.89% 0.91% 0.83%
Ratio of net investment
income to average
net assets 5.85%(3) 5.77% 5.82% 6.14% 6.17% 6.34%
Portfolio turnover rate 15.79% 26.78% 37.06% 35.18% 34.18% 63.05%
-------------------------------------------------------------------------------------------------------
</TABLE>
(1) ON JULY 31, 1995, FUND SHARES OUTSTANDING WERE DESIGNATED CLASS A SHARES.
(2) TOTAL RETURN CALCULATED WITHOUT TAKING INTO ACCOUNT THE SALES LOAD DEDUCTED
ON AN INITIAL PURCHASE.
(3) ANNUALIZED.
98
<PAGE>
--------------------------------------------------------------------------------
GOVERNMENT SECURITIES FUND
For a Class B share outstanding throughout each period:
<TABLE>
<CAPTION>
FOR THE
FOR THE PERIOD FROM
FISCAL PERIOD 10/4/99(1) THROUGH
ENDED 9/30/00 3/31/00
--------------------------------------------------------------------------------
CLASS B PER-SHARE DATA
--------------------------------------------------------------------------------
<S> <C> <C>
Net asset value, beginning of period $5.22 $5.25
--------------------------------------------------------------------------------
Income from investment operations:
Net investment income 0.13 0.13
Net realized and unrealized gain (loss)
on investments 0.05 (0.03)
--------------------------------------------------------------------------------
Total from investment operations 0.18 0.10
--------------------------------------------------------------------------------
Less dividends declared from net
investment income (0.13) (0.13)
--------------------------------------------------------------------------------
Net asset value, end of period $5.27 $5.22
--------------------------------------------------------------------------------
CLASS B RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------
Total return 3.56% 1.88%
Net assets, end of period (in millions) $2 $1
Ratio of expenses to average net assets 1.92%(2) 1.85%(2)
Ratio of net investment income to average
net assets 5.04%(2) 5.19%(2)
Portfolio turnover rate 15.79% 26.78%(2)
--------------------------------------------------------------------------------
</TABLE>
(1) COMMENCEMENT OF OPERATIONS.
(2) ANNUALIZED.
99
<PAGE>
--------------------------------------------------------------------------------
GOVERNMENT SECURITIES FUND
For a Class C share outstanding throughout each period:
<TABLE>
<CAPTION>
FOR THE
FOR THE PERIOD FROM
FISCAL PERIOD 10/8/99(1) THROUGH
ENDED 9/30/00 3/31/00
--------------------------------------------------------------------------------
CLASS C PER-SHARE DATA
--------------------------------------------------------------------------------
<S> <C> <C>
Net asset value, beginning of period $5.22 $5.23
--------------------------------------------------------------------------------
Income from investment operations:
Net investment income 0.13 0.12
Net realized and unrealized gain (loss)
on investments 0.05 (0.01)
--------------------------------------------------------------------------------
Total from investment operations 0.18 0.11
--------------------------------------------------------------------------------
Less dividends declared from net investment
income (0.13) (0.12)
--------------------------------------------------------------------------------
Net asset value, end of period $5.27 $5.22
--------------------------------------------------------------------------------
CLASS C RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------
Total return 3.48% 2.08%
Net assets, end of period (in thousands) $714 $269
Ratio of expenses to average net assets 2.06%(2) 2.07%(2)
Ratio of net investment income to average net assets 4.90%(2) 4.98%(2)
Portfolio turnover rate 15.79% 26.78%(2)
--------------------------------------------------------------------------------
</TABLE>
(1) COMMENCEMENT OF OPERATIONS.
(2) ANNUALIZED.
100
<PAGE>
--------------------------------------------------------------------------------
GOVERNMENT SECURITIES FUND
For a Class Y share outstanding throughout each period:
<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
FOR THE FOR THE FISCAL YEAR ENDED MARCH 31, 9/27/95(1)
FISCAL PERIOD -------------------------------------------- THROUGH
ENDED 9/30/00 2000 1999 1998 1997 3/31/96
-------------------------------------------------------------------------------------------------------
CLASS Y PER-SHARE DATA
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period $5.22 $5.43 $5.46 $5.19 $5.32 $5.33
-------------------------------------------------------------------------------------------------------
Income from investment
operations:
Net investment
income 0.16 0.33 0.33 0.34 0.34 0.17
Net realized and
unrealized gain
(loss) on
investments 0.05 (0.21) (0.03) 0.27 (0.13) (0.01)
-------------------------------------------------------------------------------------------------------
Total from investment
operations 0.21 0.12 0.30 0.61 0.21 0.16
-------------------------------------------------------------------------------------------------------
Less dividends declared
from net investment
income (0.16) (0.33) (0.33) (0.34) (0.34) (0.17)
-------------------------------------------------------------------------------------------------------
Net asset value,
end of period $5.27 $5.22 $5.43 $5.46 $5.19 $5.32
-------------------------------------------------------------------------------------------------------
CLASS Y RATIOS/SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------------------
Total return 4.16% 2.20% 5.71% 12.02% 3.99% 3.04%
Net assets, end of
period (in millions) $3 $2 $2 $2 $1 $1
Ratio of expenses
to average net
assets 0.77%(2) 0.75% 0.68% 0.66% 0.67% 0.60%(2)
Ratio of net
investment income
to average net assets 6.20%(2) 6.15% 6.10% 6.37% 6.41% 6.40%(2)
Portfolio
turnover rate 15.79% 26.78% 37.06% 35.18% 34.18% 63.05%(2)
-------------------------------------------------------------------------------------------------------
</TABLE>
(1) COMMENCEMENT OF OPERATIONS.
(2) ANNUALIZED.
101
<PAGE>
--------------------------------------------------------------------------------
HIGH INCOME FUND
This information has been audited by Deloitte & Touche LLP, whose independent
auditors' report, along with the Fund's financial statements for the fiscal
period ended September 30, 2000, is included in the Fund's SAI, which is
available upon request.
For a Class A share outstanding throughout each period(1):
<TABLE>
<CAPTION>
FOR THE
FISCAL PERIOD FOR THE FISCAL YEAR ENDED MARCH 31,
ENDED -------------------------------------------------------------
9/30/00 2000 1999 1998 1997 1996
-------------------------------------------------------------------------------------------------------
CLASS A PER-SHARE DATA
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period $8.54 $9.39 $10.04 $ 9.25 $9.09 $8.70
-------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment
income 0.37 0.78 0.81 0.82 0.80 0.79
Net realized and
unrealized gain
(loss) on
investments (0.44) (0.84) (0.66) 0.79 0.16 0.40
-------------------------------------------------------------------------------------------------------
Total from
investment
operations (0.07) (0.06) 0.15 1.61 0.96 1.19
-------------------------------------------------------------------------------------------------------
Less dividends from
net investment income (0.37) (0.79) (0.80) (0.82) (0.80) (0.80)
-------------------------------------------------------------------------------------------------------
Net asset value,
end of period $8.10 $8.54 $ 9.39 $10.04 $9.25 $9.09
-------------------------------------------------------------------------------------------------------
CLASS A RATIOS/SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------------------
Total return(2) -0.81% -0.65% 1.70% 18.03% 10.94% 14.16%
Net assets, end of
period (in millions) $750 $826 $1,009 $1,102 $983 $972
Ratio of expenses
to average net assets 1.06%(3) 1.04% 0.94% 0.84% 0.89% 0.85%
Ratio of net
investment income
to average net assets 8.94%(3) 8.65% 8.44% 8.38% 8.68% 8.74%
Portfolio turnover rate 24.20% 41.55% 53.19% 63.40% 53.17% 41.67%
-------------------------------------------------------------------------------------------------------
</TABLE>
(1) ON JULY 31, 1995, FUND SHARES OUTSTANDING WERE DESIGNATED CLASS A SHARES.
(2) TOTAL RETURN CALCULATED WITHOUT TAKING INTO ACCOUNT THE SALES LOAD DEDUCTED
ON AN INITIAL PURCHASE.
(3) ANNUALIZED.
102
<PAGE>
--------------------------------------------------------------------------------
HIGH INCOME FUND
For a Class B share outstanding throughout each period:
<TABLE>
<CAPTION>
FOR THE FOR THE
FISCAL PERIOD PERIOD FROM
ENDED 10/4/99(1) THROUGH
9/30/00 3/31/00
--------------------------------------------------------------------------------
CLASS B PER-SHARE DATA
--------------------------------------------------------------------------------
<S> <C> <C>
Net asset value, beginning of period $8.54 $8.84
--------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income 0.33 0.36
Net realized and unrealized loss on investments (0.44) (0.30)
--------------------------------------------------------------------------------
Total from investment operations (0.11) 0.06
--------------------------------------------------------------------------------
Less dividends from net investment income (0.33) (0.36)
--------------------------------------------------------------------------------
Net asset value, end of period $8.10 $8.54
--------------------------------------------------------------------------------
CLASS B RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------
Total return -1.28% 0.61%
Net assets, end of period (in millions) $5 $3
Ratio of expenses to average net assets 1.99%(2) 1.96%(2)
Ratio of net investment income to average net assets 8.02%2 7.79%(2)
Portfolio turnover rate 24.20% 41.55%(2)
--------------------------------------------------------------------------------
</TABLE>
(1) COMMENCEMENT OF OPERATIONS.
(2) ANNUALIZED.
103
<PAGE>
--------------------------------------------------------------------------------
HIGH INCOME FUND
For a Class C share outstanding throughout each period:
<TABLE>
<CAPTION>
FOR THE FOR THE
FISCAL PERIOD PERIOD FROM
ENDED 10/4/99(1) THROUGH
9/30/00 3/31/00
--------------------------------------------------------------------------------
CLASS C PER-SHARE DATA
--------------------------------------------------------------------------------
<S> <C> <C>
Net asset value, beginning of period $8.54 $8.84
--------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income 0.33 0.36
Net realized and unrealized loss on investments (0.43) (0.30)
--------------------------------------------------------------------------------
Total from investment operations (0.10) 0.06
--------------------------------------------------------------------------------
Less dividends from net investment income (0.33) (0.36)
--------------------------------------------------------------------------------
Net asset value, end of period $8.11 $8.54
--------------------------------------------------------------------------------
CLASS C RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------
Total return -1.28% 0.65%
Net assets, end of period (in thousands) $856 $404
Ratio of expenses to average net assets 2.07%(2) 1.91%(2)
Ratio of net investment income to average net assets 7.94%(2) 7.88%(2)
Portfolio turnover rate 24.20% 41.55%(2)
--------------------------------------------------------------------------------
</TABLE>
(1) COMMENCEMENT OF OPERATIONS.
(2) ANNUALIZED.
104
<PAGE>
--------------------------------------------------------------------------------
HIGH INCOME FUND
For a Class Y share outstanding throughout each period:
<TABLE>
<CAPTION>
FOR THE
FOR THE FOR THE FISCAL PERIOD FROM
FISCAL PERIOD YEAR ENDED MARCH 31, 1/4/96(1)
ENDED -------------------------------------------- THROUGH
9/30/00 2000 1999 1998 1997 3/31/96
-------------------------------------------------------------------------------------------------------
CLASS Y PER-SHARE DATA
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period $8.54 $9.39 $10.04 $ 9.25 $9.10 $9.19
-------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment
income 0.39 0.81 0.83 0.82 0.81 0.20
Net realized and
unrealized gain (loss)
on investments (0.44) (0.84) (0.66) 0.79 0.15 (0.10)
-------------------------------------------------------------------------------------------------------
Total from investment
operations (0.05) (0.03) 0.17 1.61 0.96 0.10
-------------------------------------------------------------------------------------------------------
Less dividends from
net investment income (0.39) (0.82) (0.82) (0.82) (0.81) (0.19)
-------------------------------------------------------------------------------------------------------
Net asset value,
end of period $8.10 $8.54 $ 9.39 $10.04 $9.25 $9.10
-------------------------------------------------------------------------------------------------------
CLASS Y RATIOS/SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------------------
Total return -0.69% -0.39% 1.90% 18.13% 11.07% 1.00%
Net assets, end of
period (in millions) $2 $2 $2 $3 $3 $2
Ratio of expenses
to average net assets 0.80%(2) 0.79% 0.74% 0.77% 0.77% 0.80%(2)
Ratio of net
investment income
to average net assets 9.21%(2) 8.91% 8.62% 8.46% 8.78% 8.55%(2)
Portfolio turnover rate 24.20% 41.55% 53.19% 63.40% 53.17% 41.67%(2)
-------------------------------------------------------------------------------------------------------
</TABLE>
(1) COMMENCEMENT OF OPERATIONS.
(2) ANNUALIZED.
105
<PAGE>
--------------------------------------------------------------------------------
MUNICIPAL BOND FUND
This information has been audited by Deloitte & Touche LLP, whose independent
auditors' report, along with the Fund's financial statements for the fiscal year
ended September 30, 2000, is included in the Fund's SAI, which is available upon
request.
For a Class A share outstanding throughout each period(1):
<TABLE>
<CAPTION>
FOR THE FISCAL YEAR ENDED SEPTEMBER 30,
---------------------------------------------------------
2000 1999 1998 1997 1996
-------------------------------------------------------------------------------------------------------
CLASS A PER-SHARE DATA
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value,
beginning of period $6.90 $7.63 $7.47 $7.32 $7.25
-------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income 0.35 0.36 0.37 0.38 0.39
Net realized and unrealized
gain (loss) on investments (0.08) (0.61) 0.25 0.30 0.12
-------------------------------------------------------------------------------------------------------
Total from investment
operations 0.27 (0.25) 0.62 0.68 0.51
-------------------------------------------------------------------------------------------------------
Less distributions:
From net investment income (0.35) (0.37) (0.37) (0.37) (0.39)
From capital gains (0.03) (0.11) (0.09) (0.16) (0.05)
In excess of capital gains (0.04) (0.00) (0.00) (0.00) (0.00)
-------------------------------------------------------------------------------------------------------
Total distributions (0.42) (0.48) (0.46) (0.53) (0.44)
-------------------------------------------------------------------------------------------------------
Net asset value, end of period $6.75 $6.90 $7.63 $7.47 $7.32
-------------------------------------------------------------------------------------------------------
CLASS A RATIOS/SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------------------
Total return(2) 4.24% -3.46% 8.67% 9.77% 7.16%
Net assets, end of
period (in millions) $739 $874 $997 $994 $997
Ratio of expenses to
average net assets 0.89% 0.79% 0.72% 0.67% 0.68%
Ratio of net investment
income to average net assets 5.23% 4.98% 4.95% 5.14% 5.23%
Portfolio turnover rate 15.31% 30.93% 50.65% 47.24% 74.97%
-------------------------------------------------------------------------------------------------------
</TABLE>
(1) ON JANUARY 21, 1996, FUND SHARES OUTSTANDING WERE DESIGNATED CLASS A SHARES.
(2) TOTAL RETURN CALCULATED WITHOUT TAKING INTO ACCOUNT THE SALES LOAD DEDUCTED
ON AN INITIAL PURCHASE.
106
<PAGE>
--------------------------------------------------------------------------------
MUNICIPAL BOND FUND
For a Class B share outstanding throughout the period:
<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
10/5/99(1) THROUGH
9/30/00
--------------------------------------------------------------------------------
CLASS B PER-SHARE DATA
--------------------------------------------------------------------------------
<S> <C>
Net asset value, beginning of period $6.87
--------------------------------------------------------------------------------
Income from investment operations:
Net investment income 0.28
Net realized and unrealized loss on investments (0.05)
--------------------------------------------------------------------------------
Total from investment operations 0.23
--------------------------------------------------------------------------------
Less distributions:
From net investment income (0.29)
From capital gains (0.03)
In excess of capital gains (0.04)
--------------------------------------------------------------------------------
Total distributions (0.36)
--------------------------------------------------------------------------------
Net asset value, end of period $6.74
--------------------------------------------------------------------------------
CLASS B RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------
Total return 3.56%
Net assets, end of period (in millions) $1
Ratio of expenses to average net assets 1.86%(2)
Ratio of net investment income to average net assets 4.17%(2)
Portfolio turnover rate 15.31%(3)
--------------------------------------------------------------------------------
</TABLE>
(1) COMMENCEMENT OF OPERATIONS.
(2) ANNUALIZED.
(3) FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000.
107
<PAGE>
--------------------------------------------------------------------------------
MUNICIPAL BOND FUND
For a Class C share outstanding throughout the period:
<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
10/7/99(1) THROUGH
9/30/00
--------------------------------------------------------------------------------
CLASS C PER-SHARE DATA
--------------------------------------------------------------------------------
<S> <C>
Net asset value, beginning of period $6.87
--------------------------------------------------------------------------------
Income from investment operations:
Net investment income 0.29
Net realized and unrealized loss on investments (0.06)
--------------------------------------------------------------------------------
Total from investment operations 0.23
--------------------------------------------------------------------------------
Less distributions:
From net investment income (0.29)
From capital gains (0.03)
In excess of capital gains (0.04)
--------------------------------------------------------------------------------
Total distributions (0.36)
--------------------------------------------------------------------------------
Net asset value, end of period $6.74
--------------------------------------------------------------------------------
CLASS C RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------
Total return 3.56%
Net assets, end of period (in millions) $1
Ratio of expenses to average net assets 1.84%(2)
Ratio of net investment income to average net assets 4.18%(2)
Portfolio turnover rate 15.31%(3)
--------------------------------------------------------------------------------
</TABLE>
(1) COMMENCEMENT OF OPERATIONS.
(2) ANNUALIZED.
(3) FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000.
108
<PAGE>
--------------------------------------------------------------------------------
MUNICIPAL BOND FUND
For a Class Y share outstanding throughout each period:
<TABLE>
<CAPTION>
FOR THE FOR THE
FISCAL YEAR PERIOD FROM
ENDED 12/30/98(1) THROUGH
9/30/00 9/30/99
--------------------------------------------------------------------------------
CLASS Y PER-SHARE DATA
--------------------------------------------------------------------------------
<S> <C> <C>
Net asset value, beginning of period $6.90 $7.41
--------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income 0.36(2) 0.28
Net realized and unrealized loss on investments (0.08)(2) (0.51)
--------------------------------------------------------------------------------
Total from investment operations 0.28 (0.23)
--------------------------------------------------------------------------------
Less distributions
From net investment income (0.36) (0.28)
From capital gains (0.03) (0.00)
In excess of capital gains (0.04) (0.00)
--------------------------------------------------------------------------------
Total distributions (0.43) (0.28)
--------------------------------------------------------------------------------
Net asset value, end of period $6.75 $6.90
--------------------------------------------------------------------------------
CLASS Y RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------
Total return 4.32% -3.21%
Net assets, end of period (in thousands) $2 $2
Ratio of expenses to average net assets 0.71% 0.67%(3)
Ratio of net investment income to average net assets 5.38% 5.08%(3)
Portfolio turnover rate 15.31% 30.93%(4)
--------------------------------------------------------------------------------
</TABLE>
(1) COMMENCEMENT OF OPERATIONS.
(2) BASED ON AVERAGE WEEKLY SHARES OUTSTANDING.
(3) ANNUALIZED.
(4) FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1999.
109
<PAGE>
--------------------------------------------------------------------------------
MUNICIPAL HIGH INCOME FUND
This information has been audited by Deloitte & Touche LLP, whose independent
auditors' report, along with the Fund's financial statements for the fiscal year
ended September 30, 2000, is included in the Fund's SAI, which is available upon
request.
For a Class A share outstanding throughout each period(1):
<TABLE>
<CAPTION>
FOR THE FISCAL YEAR ENDED SEPTEMBER 30,
-------------------------------------------------
2000 1999 1998 1997 1996
-------------------------------------------------------------------------------------------------------
CLASS A PER-SHARE DATA
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value,
beginning of period $5.19 $5.69 $5.55 $5.31 $5.27
-------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income 0.30 0.31 0.32 0.34 0.34
Net realized and unrealized
gain (loss) on investments (0.27) (0.37) 0.21 0.25 0.04
-------------------------------------------------------------------------------------------------------
Total from investment
operations 0.03 (0.06) 0.53 0.59 0.38
-------------------------------------------------------------------------------------------------------
Less distributions:
Declared from net
investment income (0.30) (0.31) (0.32) (0.34) (0.34)
From capital gains (0.00) (0.13) (0.07) (0.01) (0.00)
In excess of capital gains (0.00)(2) (0.00)(2) (0.00) (0.00) (0.00)
-------------------------------------------------------------------------------------------------------
Total distributions (0.30) (0.44) (0.39) (0.35) (0.34)
-------------------------------------------------------------------------------------------------------
Net asset value, end of period $4.92 $5.19 $5.69 $5.55 $5.31
-------------------------------------------------------------------------------------------------------
CLASS A RATIOS/SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------------------
Total return(3) 0.83% -1.22% 9.88% 11.45% 7.40%
Net assets, end of
period (in millions) $417 $510 $522 $474 $400
Ratio of expenses to
average net assets 0.94% 0.87% 0.82% 0.78% 0.81%
Ratio of net investment
income to average net assets 6.08% 5.59% 5.72% 6.19% 6.41%
Portfolio turnover rate 22.41% 26.83% 35.16% 19.47% 26.91%
-------------------------------------------------------------------------------------------------------
</TABLE>
(1) ON JANUARY 30, 1996, FUND SHARES OUTSTANDING WERE DESIGNATED CLASS A SHARES.
(2) NOT SHOWN DUE TO ROUNDING.
(3) TOTAL RETURN CALCULATED WITHOUT TAKING INTO ACCOUNT THE SALES LOAD DEDUCTED
ON AN INITIAL PURCHASE.
110
<PAGE>
--------------------------------------------------------------------------------
MUNICIPAL HIGH INCOME FUND
For a Class B share outstanding throughout the period:
<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
10/5/99(1) THROUGH
9/30/00
--------------------------------------------------------------------------------
CLASS B PER-SHARE DATA
--------------------------------------------------------------------------------
<S> <C>
Net asset value, beginning of period $5.16
--------------------------------------------------------------------------------
Income from investment operations:
Net investment income 0.25
Net realized and unrealized loss on investments (0.24)
--------------------------------------------------------------------------------
Total from investment operations 0.01
--------------------------------------------------------------------------------
Less distributions:
Declared from net investment income (0.25)
From capital gains (0.00)
In excess of capital gains (0.00)(2)
--------------------------------------------------------------------------------
Total distributions (0.25)
--------------------------------------------------------------------------------
Net asset value, end of period $4.92
--------------------------------------------------------------------------------
CLASS B RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------
Total return 0.29%
Net assets, end of period (in millions) $1
Ratio of expenses to average net assets 1.89%(3)
Ratio of net investment income to average net assets 5.16%(3)
Portfolio turnover rate 22.41%(4)
--------------------------------------------------------------------------------
</TABLE>
(1) COMMENCEMENT OF OPERATIONS.
(2) NOT SHOWN DUE TO ROUNDING.
(3) ANNUALIZED.
(4) FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000.
111
<PAGE>
--------------------------------------------------------------------------------
MUNICIPAL HIGH INCOME FUND
For a Class C share outstanding throughout the period:
<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
10/8/99(1) THROUGH
9/30/00
--------------------------------------------------------------------------------
CLASS C PER-SHARE DATA
--------------------------------------------------------------------------------
<S> <C>
Net asset value, beginning of period $5.16
--------------------------------------------------------------------------------
Income from investment operations:
Net investment income 0.25
Net realized and unrealized loss on investments (0.24)
--------------------------------------------------------------------------------
Total from investment operations 0.01
--------------------------------------------------------------------------------
Less distributions:
Declared from net investment income (0.25)
From capital gains (0.00)
In excess of capital gains (0.00)(2)
--------------------------------------------------------------------------------
Total distributions (0.25)
--------------------------------------------------------------------------------
Net asset value, end of period $4.92
--------------------------------------------------------------------------------
CLASS C RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------
Total return 0.26%
Net assets, end of period (in thousands) $822
Ratio of expenses to average net assets 1.91%(3)
Ratio of net investment income to average net assets 5.13%(3)
Portfolio turnover rate 22.41%(4)
--------------------------------------------------------------------------------
</TABLE>
(1) COMMENCEMENT OF OPERATIONS.
(2) NOT SHOWN DUE TO ROUNDING.
(3) ANNUALIZED.
(4) FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000.
112
<PAGE>
--------------------------------------------------------------------------------
MUNICIPAL HIGH INCOME FUND
For a Class Y share outstanding throughout each period:
<TABLE>
<CAPTION>
FOR THE FOR THE FOR THE
FISCAL YEAR PERIOD FROM PERIOD FROM
ENDED 12/30/98(1) THROUGH 7/1/98(1) TO
9/30/00 9/30/99 8/25/98
-------------------------------------------------------------------------------------------------------
CLASS Y PER-SHARE DATA
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net asset value, beginning of period $5.19 $5.65 $5.64
-------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income 0.30 0.24 0.05
Net realized and unrealized
gain (loss) on investments (0.27) (0.33) 0.01
-------------------------------------------------------------------------------------------------------
Total from investment operations 0.03 (0.09) 0.06
-------------------------------------------------------------------------------------------------------
Less distributions:
Declared from net investment income (0.30) (0.24) (0.05)
From capital gains (0.00) (0.13) (0.00)
In excess of capital gains (0.00)(2) (0.00)(2) (0.00)
-------------------------------------------------------------------------------------------------------
Total distributions (0.30) (0.37) (0.05)
-------------------------------------------------------------------------------------------------------
Net asset value, end of period $4.92 $5.19 $5.65
-------------------------------------------------------------------------------------------------------
CLASS Y RATIOS/SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------------------
Total return 0.97% -1.53% 1.07%
Net assets, end of period (in thousands) $18 $2 $0
Ratio of expenses to average net assets 1.08% 0.80%(3) 0.61%(3)
Ratio of net investment income
to average net assets 5.96% 5.68%(3) 5.99%(3)
Portfolio turnover rate 22.41% 26.83%(4) 35.16%(3)
-------------------------------------------------------------------------------------------------------
</TABLE>
(1) CLASS Y SHARES COMMENCED OPERATIONS ON JULY 1, 1998 AND CONTINUED OPERATIONS
UNTIL AUGUST 25, 1998 WHEN ALL VALUE SHOWN IN THE TABLE. OPERATIONS
RECOMMENCED ON DECEMBER 30, 1998.
(2) NOT SHOWN DUE TO ROUNDING.
(3) ANNUALIZED.
(4) FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1999.
113
<PAGE>
--------------------------------------------------------------------------------
CASH MANAGEMENT
This information has been audited by Deloitte & Touche LLP, whose independent
auditors' report, along with the Fund's financial statements for the fiscal
period ended September 30, 2000, is included in the Fund's SAI, which is
available upon request.
For a Class A share outstanding throughout each period(1):
<TABLE>
<CAPTION>
FOR THE
FISCAL PERIOD FOR THE FISCAL YEAR ENDED JUNE 30,
ENDED -----------------------------------------------------
9/30/00 2000 1999 1998 1997 1996
-------------------------------------------------------------------------------------------------------
CLASS A PER-SHARE DATA
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
-------------------------------------------------------------------------------------------------------
Net investment income 0.0148 0.0511 0.0455 0.0484 0.0472 0.0487
Less dividends declared (0.0148) (0.0511) (0.0455) (0.0484) (0.0472) (0.0487)
-------------------------------------------------------------------------------------------------------
Net asset value,
end of period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
-------------------------------------------------------------------------------------------------------
CLASS A RATIOS/SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------------------
Total return 1.50% 5.18% 4.67% 4.93% 4.80% 5.01%
Net assets, end of
period (in millions) $875 $782 $667 $533 $514 $402
Ratio of expenses to
average net assets 0.81%(2) 0.83% 0.83% 0.89% 0.87% 0.91%
Ratio of net investment
income to average net assets 5.92%(2) 5.08% 4.54% 4.84% 4.70% 4.89%
-------------------------------------------------------------------------------------------------------
</TABLE>
(1) ON SEPTEMBER 5, 1995, FUND SHARES OUTSTANDING WERE DESIGNATED CLASS A
SHARES.
(2) ANNUALIZED.
114
<PAGE>
--------------------------------------------------------------------------------
CASH MANAGEMENT
For a Class B share outstanding throughout each period:
<TABLE>
<CAPTION>
FOR THE FOR THE
FISCAL PERIOD PERIOD FROM
ENDED 9/9/99(1) THROUGH
9/30/00 6/30/00
--------------------------------------------------------------------------------
CLASS B PER-SHARE DATA
--------------------------------------------------------------------------------
<S> <C> <C>
Net asset value, beginning of period $1.00 $1.00
--------------------------------------------------------------------------------
Net investment income 0.0133 0.0346
Less dividends declared (0.0133) (0.0346)
--------------------------------------------------------------------------------
Net asset value, end of period $1.00 $1.00
--------------------------------------------------------------------------------
CLASS B RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------
Total return 1.29% 3.43%
Net assets, end of period (in millions) $2 $3
Ratio of expenses to average net assets 1.43%(2) 1.67%(2)
Ratio of net investment income to average net assets 5.29%(2) 4.49%(2)
--------------------------------------------------------------------------------
</TABLE>
(1) COMMENCEMENT OF OPERATIONS.
(2) ANNUALIZED.
115
<PAGE>
--------------------------------------------------------------------------------
CASH MANAGEMENT
For a Class C share outstanding throughout each period:
<TABLE>
<CAPTION>
FOR THE FOR THE
FISCAL PERIOD PERIOD FROM
ENDED 9/9/99(1) THROUGH
9/30/00 6/30/00
--------------------------------------------------------------------------------
CLASS C PER-SHARE DATA
--------------------------------------------------------------------------------
<S> <C> <C>
Net asset value, beginning of period $1.00 $1.00
--------------------------------------------------------------------------------
Net investment income 0.0126 0.0335
Less dividends declared (0.0126) (0.0335)
--------------------------------------------------------------------------------
Net asset value, end of period $1.00 $1.00
--------------------------------------------------------------------------------
CLASS C RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------
Total return 1.29% 3.32%
Net assets, end of period (in millions) $1 $1
--------------------------------------------------------------------------------
Ratio of expenses to average net assets 1.68%(2) 1.82%(2)
Ratio of net investment income to average net assets 5.05%(2) 4.45%(2)
--------------------------------------------------------------------------------
</TABLE>
(1) COMMENCEMENT OF OPERATIONS.
(2) ANNUALIZED.
116
<PAGE>
This space is intended for your notes and calculations.
117
<PAGE>
This space is intended for your notes and calculations.
118
<PAGE>
--------------------------------------------------------------------------------
WADDELL & REED ADVISORS FUNDS
CUSTODIAN
UMB Bank, n.a.
928 Grand Boulevard
Kansas City, Missouri 64141
LEGAL COUNSEL
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Washington, D. C. 20036
INDEPENDENT AUDITORS
Deloitte & Touche LLP
1010 Grand Boulevard
Kansas City, Missouri
64106-2232
INVESTMENT MANAGER
Waddell & Reed Investment
Management Company
6300 Lamar Avenue
P. O. Box 29217
Shawnee Mission, Kansas
66201-9217
913-236-2000
888-WADDELL
UNDERWRITER
Waddell & Reed, Inc.
6300 Lamar Avenue
P. O. Box 29217
Shawnee Mission, Kansas
66201-9217
913-236-2000
888-WADDELL
SHAREHOLDER SERVICING AGENT
Waddell & Reed
Services Company
6301 Glenwood
P. O. Box 29217
Shawnee Mission, Kansas
66201-9217
913-236-2000
888-WADDELL
ACCOUNTING SERVICES AGENT
Waddell & Reed
Services Company
6301 Glenwood
P. O. Box 29217
Shawnee Mission, Kansas
66201-9217
913-236-2000
888-WADDELL
119
<PAGE>
--------------------------------------------------------------------------------
WADDELL & REED ADVISORS FUNDS
You can get more information about each Fund in its--
- STATEMENT OF ADDITIONAL INFORMATION (SAI), which contains detailed
information about the Fund, particularly the investment policies and
practices. You may not be aware of important information about the Fund
unless you read both the Prospectus and the SAI. The current SAI is on file
with the Securities and Exchange Commission (SEC) and it is incorporated
into this Prospectus by reference (that is, the SAI is legally part of the
Prospectus).
- ANNUAL AND SEMIANNUAL REPORTS TO SHAREHOLDERS, which detail the Fund's
actual investments and include financial statements as of the close of the
particular annual or semiannual period. The annual report also contains a
discussion of the market conditions and investment strategies that
significantly affected the Fund's performance during the year covered by
the report.
To request a copy of a Fund's current SAI or copies of its most recent Annual
and Semiannual reports, without charge, or for other inquiries, contact the Fund
or Waddell & Reed, Inc. at the address and telephone number below. Copies of the
SAI, Annual and/or Semiannual reports may also be requested via e-mail at
[email protected].
Information about the Funds (including the current SAI and most recent Annual
and Semiannual Reports) is available from the SEC's web site at
http://www.sec.gov and may also be obtained, after paying a duplicating fee, by
electronic request at [email protected] or from the SEC's Public Reference Room
in Washington, D.C. You can find out about the operation of the Public Reference
Room and applicable copying charges by calling 202-942-8090.
The Funds' SEC file numbers are as follows:
Waddell & Reed Advisors Funds, Inc. Bond Fund: 811-2552
Waddell & Reed Advisors Cash Management, Inc.: 811-2922
Waddell & Reed Advisors Global Bond Fund, Inc.: 811-4520
Waddell & Reed Advisors Government Securities Fund, Inc.: 811-3458
Waddell & Reed Advisors High Income Fund, Inc.: 811-2907
Waddell & Reed Advisors Municipal Bond Fund, Inc.: 811-2657
Waddell & Reed Advisors Municipal High Income Fund, Inc.: 811-4427
Waddell & Reed Advisors Municipal Money Market Fund, Inc.: 811-10137
[LOGO] WADDELL & REED
FINANCIAL SERVICES
---------------------------
INVESTING. WITH A PLAN-SM-.
Waddell & Reed, Inc.
6300 Lamar Avenue, P. O. Box 29217
Shawnee Mission, Kansas 66201-9217
913-236-2000
888-WADDELL
<PAGE>
WADDELL & REED ADVISORS CASH MANAGEMENT, INC.
6300 Lamar Avenue
P. O. Box 29217
Shawnee Mission, Kansas 66201-9217
913-236-2000
December 15, 2000
STATEMENT OF ADDITIONAL INFORMATION
This Statement of Additional Information (the SAI) is not a prospectus.
Investors should read this SAI in conjunction with the prospectus (Prospectus)
of Waddell & Reed Advisors Cash Management, Inc. (the Fund), dated December 15,
2000, which may be obtained from the Fund or its underwriter, Waddell & Reed,
Inc., at the address or telephone number shown above.
TABLE OF CONTENTS
Performance Information....................................... 2
Investment Strategies, Policies and Practices................. 4
Investment Management and Other Services...................... 19
Purchase, Redemption and Pricing of Shares.................... 25
Directors and Officers........................................ 36
Payments to Shareholders...................................... 42
Taxes ........................................................ 43
Portfolio Transactions and Brokerage.......................... 44
Other Information............................................. 47
Appendix A.................................................... 49
Financial Statements ......................................... 53
<PAGE>
Waddell & Reed Advisors Cash Management, Inc. is a mutual fund; an
investment that pools shareholders' money and invests it toward a specified
goal. In technical terms, the Fund is an open-end, diversified management
company organized as a Maryland corporation on February 13, 1979. Prior to June
30, 2000, the Fund was known as United Cash Management, Inc.
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
2
<PAGE>
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, Class B shares, Class C Shares
and Waddell & Reed Money Market C shares as calculated above for the seven days
ended September 30, 2000, the date of the most recent balance sheet included in
this SAI, was 5.90%, 4.95%, 4.92% and 5.06%, respectively, and the effective
yield calculated for the same period was 6.08%, 5.07%, 5.04% and 5.18%,
respectively.
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.
Effective March 24, 2000, Waddell & Reed Money Market B shares were
combined into and redesignated as Waddell & Reed Money Market C shares.
Effective June 30, 2000, Waddell & Reed Money Market C shares were closed to all
investments other than reinvested dividends.
PERFORMANCE RANKINGS AND OTHER INFORMATION
Waddell & Reed, Inc. or the Fund may also, from time to time, publish
in advertisements or sales material its performance rankings as published by
recognized independent mutual fund statistical services such as Lipper
Analytical Services, Inc., or by publications of general interest such as
FORBES, MONEY, THE WALL STREET JOURNAL, BUSINESS WEEK, BARRON'S, FORTUNE or
MORNINGSTAR MUTUAL FUND VALUES. Each class of the Fund may also compare its
performance to that of other selected mutual funds or selected recognized market
indicators such as the Standard & Poor's 500 Composite Stock Price Index and the
Dow Jones Industrial Average. Performance information may be quoted numerically
or presented in a table, graph or other illustration. In connection with a
ranking, the Fund may provide additional information, such as the particular
category to which it related, the number of funds in the category, the criteria
upon which the ranking is based, and the effect of sales charges, fee waivers
and/or expense reimbursements.
Performance information for the Fund may be accompanied by information
about market conditions and other factors that affected the Fund's performance
for the period(s) shown.
All performance information that the Fund advertises or includes in
sales material is historical in nature and is not intended to represent or
guarantee future results. The value of
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the Fund's shares when redeemed may be more or less than their original cost.
INVESTMENT STRATEGIES, POLICIES AND PRACTICES
This SAI supplements the information contained in the Prospectus and
contains more detailed information about the investment strategies and policies
the Fund's investment manager, Waddell & Reed Investment Management Company
(WRIMCO), may employ and the types of instruments in which the Fund may invest,
in pursuit of the Fund's goal. A summary of the risks associated with these
instrument types and investment practices is included as well.
WRIMCO might not buy all of these instruments or use all of these
techniques, or use them to the full extent permitted by the Fund's investment
policies and restrictions. WRIMCO buys an instrument or uses a technique only if
it believes that doing so will help the Fund achieve its goal. See Investment
Restrictions and Limitations for a listing of the fundamental and
non-fundamental (e.g., operating) investment restrictions and policies of the
Fund.
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 U.S. dollar denominated 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
Appendix A 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 total 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 total assets, with investment in such securities of any one
issuer being limited to the greater of 1% of the Fund's total assets or
$1,000,000. In accordance with Rule 2a-7, the Fund may invest in securities with
a remaining maturity of not more than 397 calendar days. 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 (U.S. Government
securities) are high quality debt instruments issued or guaranteed as to
principal or interest by the U.S. Treasury or an agency or instrumentality of
the U.S. Government. These securities include Treasury Bills (which mature
within one year of the date they are issued), Treasury
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Notes (which have maturities of one to ten years) and Treasury Bonds (which
generally have maturities of more than ten years). All such Treasury securities
are backed by the full faith and credit of the United States.
U.S. Government agencies and instrumentalities that issue or guarantee
securities include, but are not limited to, the Federal Housing Administration,
Fannie Mae (also known as the Federal National Mortgage Association), Farmers
Home Administration, Export-Import Bank of the United States, Small Business
Administration, Government National Mortgage Association (Ginnie Mae), General
Services Administration, Central Bank for Cooperatives, Federal Home Loan Banks,
Federal Home Loan Mortgage Corporation (Freddie Mac), Farm Credit Banks,
Maritime Administration, the Tennessee Valley Authority, the Resolution Funding
Corporation and the Student Loan Marketing Association.
Securities issued or guaranteed by U.S. Government agencies and
instrumentalities are not always supported by the full faith and credit of the
United States. Some, such as securities issued by the Federal Home Loan Banks,
are backed by the right of the agency or instrumentality to borrow from the
Treasury. Others, such as securities issued by Fannie Mae, are supported only by
the credit of the instrumentality and by a pool of mortgage assets. If the
securities are not backed by the full faith and credit of the United States, the
owner of the securities must look principally to the agency issuing the
obligation for repayment and may not be able to assert a claim against the
United States in the event that the agency or instrumentality does not meet its
commitment. The Fund will invest in securities of agencies and instrumentalities
only if WRIMCO is satisfied that the credit risk involved is minimal. The Fund
intends to invest in U.S. Government Securities when there is a limited
availability of other obligations and instruments.
(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
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Standard & Poor's (S&P), or Prime-1 or Prime-2 by Moody's or, if not rated, of
comparable quality and issued by a corporation in whose debt obligations the
Fund may invest (see 4 below). S&P and Moody's 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 Moody's. 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 (such as municipal obligations) above only if any 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.
SPECIFIC SECURITIES AND INVESTMENT PRACTICES
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,
obligations of foreign branches of domestic banks, and other obligations
guaranteed by a bank in whose obligations the Fund may invest. Each of these
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obligations must be U.S. dollar denominated. 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.
Investments in obligations of domestic branches of foreign banks will not be
considered to be foreign securities if WRIMCO has determined that the nature and
extent of federal and state regulation and supervision of the branch in question
is substantially equivalent to federal and state chartered or domestic banks
doing business in the same jurisdiction.
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.
ILLIQUID INVESTMENTS
Illiquid investments are investments that cannot be sold or otherwise
disposed of in the ordinary course of business within seven days at
approximately the price at which they are valued. Investments currently
considered to be illiquid include:
(1) repurchase agreements not terminable within seven days;
(2) fixed time deposits subject to withdrawal penalties other than
overnight deposits;
(3) securities for which market quotations are not readily
available; and
(4) restricted securities not determined to be liquid pursuant to
guidelines established by the Fund's Board of Directors.
However, illiquid investments do not include any obligations payable at
principal amount plus accrued interest on demand or within seven days after
demand.
If through a change in values, net assets, or other circumstances, the
Fund were in a position where more than 10% of its net assets were invested in
illiquid securities, it would seek to take appropriate steps to protect
liquidity.
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INDEXED SECURITIES
Subject to the requirements of Rule 2a-7, the Fund may purchase
securities the values of which varies in relation to the value of financial
indicators such as other securities, securities indices or interest rates, as
long as the indexed securities are U.S. dollar denominated. Indexed securities
typically, but not always, are debt securities or deposits whose value at
maturity or coupon rate is determined by reference to a specific instrument or
statistic. The performance of indexed securities depends to a great extent on
the performance of the security or other instrument to which they are indexed
and may also be influenced by interest rate changes in the United States and
abroad. At the same time, indexed securities are subject to the credit risks
associated with the issuer of the security and their values may decline
substantially if the issuer's creditworthiness deteriorates. Indexed securities
may be more volatile than the underlying investments. Indexed securities may be
positively or negatively indexed; that is, their maturity value may increase
when the specified index value increases, or their maturity value may decline
when the index increases. Recent issuers of indexed securities have included
banks, corporations, and certain U.S. Government agencies.
LENDING SECURITIES
Securities loans may be made on a short-term or long-term basis for the
purpose of increasing the Fund's income. If the Fund lends securities, 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 lent the securities.
The Fund also receives additional compensation. Under the Fund's current
securities lending procedures, the Fund may lend securities only to
broker-dealers and financial institutions deemed creditworthy by WRIMCO.
Any securities loans that the Fund makes must be collateralized in
accordance with applicable regulatory requirements (the Guidelines). At the time
of each loan, the Fund must receive collateral equal to no less than 100% of the
market value of the securities loaned. Under the present Guidelines, the
collateral must consist of cash and/or U.S. Government Obligations, at least
equal in value to the market value of the securities lent on each day the loan
is outstanding. If the market value of the lent 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 lent. If the market value of the securities
decreases, the borrower is entitled to return of the excess collateral.
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
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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.
The Fund will make loans only under rules of the New York Stock
Exchange (the 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.
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.
There may be risks of delay in receiving additional collateral from the
borrower if the market value of the securities loaned increases, risks of delay
in recovering the securities loaned or even loss of rights in the collateral
should the borrower of the securities fail financially.
MORTGAGE-BACKED AND ASSET-BACKED SECURITIES
MORTGAGE-BACKED SECURITIES. Mortgage-backed securities represent direct
or indirect participations in, or are secured by and payable from, mortgage
loans secured by real property and include single- and multi-class pass-through
securities and collateralized mortgage obligations. Multi-class pass-through
securities and collateralized mortgage obligations are collectively referred to
in this SAI as CMOs. Some CMOs are directly supported by other CMOs, which in
turn are supported by mortgage pools. Investors typically receive payments out
of the interest and principal on the underlying mortgages. The portions of the
payments that investors receive, as well as the priority of their rights to
receive payments, are determined by the specific terms of the CMO class.
The U.S. Government mortgage-backed securities in which the Fund may
invest include mortgage-backed securities issued or guaranteed as to the payment
of principal and interest (but not as to market value) by Ginnie Mae, Fannie Mae
or Freddie Mac. Other mortgage-backed securities are issued by private issuers,
generally originators of and investors in mortgage loans, including savings
associations, mortgage bankers, commercial banks, investment bankers and special
purpose entities. Payments of principal and interest (but not the market value)
of such private mortgage-backed securities may be supported by pools of mortgage
loans or other mortgage-backed securities that are guaranteed, directly or
indirectly, by the U.S. Government or one of its agencies or instrumentalities,
or they may be issued without any government guarantee of the underlying
mortgage
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assets but with some form of non-government credit enhancement. These credit
enhancements do not protect investors from changes in market value.
The Fund may invest in mortgage-backed securities as long as WRIMCO
determines that it is consistent with the Fund's goal and investment policies
and subject to the requirements of Rule 2a-7. The Fund may purchase
mortgage-backed securities issued by both government and non-government entities
such as banks, mortgage lenders, or other financial institutions. Other types of
mortgage-backed securities will likely be developed in the future, and the Fund
may invest in them if WRIMCO determines they are consistent with the Fund's
goals and investment policies.
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 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.
Timely payment of principal and interest on pass-through securities of
Ginnie Mae (but not those of Freddie Mac or Fannie Mae) 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 MORTGAGE-BACKED SECURITIES. The Fund may invest in stripped
securities as long as WRIMCO determines that it is consistent with the Fund's
goal and investment policies and subject to the requirements of Rule 2a-7.
Stripped mortgage-backed securities are created when a U.S. Government agency or
a financial institution separates the interest and principal components of a
mortgage-backed security and sells them as individual securities. The holder of
the principal-only security (PO) receives the principal payments made by the
underlying mortgage-backed security, while the holder of the interest-only
security (IO) receives interest payments from the same underlying security.
For example, IO classes are entitled to receive all or a portion of the
interest, but none (or only a nominal amount) of
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the principal payments, from the underlying mortgage assets. If the mortgage
assets underlying an IO experience greater than anticipated principal
prepayments, then the total amount of interest allocable to the IO class, and
therefore the yield to investors, generally will be reduced. In some instances,
an investor in an IO may fail to recoup all of the investor's initial
investment, even if the security is guaranteed by the U.S. Government or
considered to be of the highest quality. Conversely, PO classes are entitled to
receive all or a portion of the principal payments, but none of the interest,
from the underlying mortgage assets. PO classes are purchased at substantial
discounts from par, and the yield to investors will be reduced if principal
payments are slower than expected. IOs, POs and other CMOs involve special
risks, and evaluating them requires special knowledge.
The Fund has not in the past invested and has no present intention to
invest in these types of securities.
ASSET-BACKED SECURITIES. Asset-backed securities have structural
characteristics similar to mortgage-backed securities, as discussed above.
However, the underlying assets securing the debt are not first lien mortgage
loans or interests therein, but include assets such as motor vehicle installment
sales contracts, other installment sale contracts, home equity loans, leases of
various types of real and personal property and receivables from revolving
credit (credit card) agreements. Such assets are securitized through the use of
trusts or special purpose corporations. Payments or distributions of principal
and interest may be guaranteed up to a certain amount and for a certain time
period by a letter of credit or pool insurance policy issued by a financial
institution unaffiliated with the issuer, or other credit enhancements may be
present. The value of asset-backed securities may also depend on the
creditworthiness of the servicing agent for the loan pool, the originator of the
loans or the financial institution providing the credit enhancement.
SPECIAL CHARACTERISTICS OF MORTGAGE-BACKED AND ASSET-BACKED SECURITIES.
The yield characteristics of mortgage-backed and asset-backed securities differ
from those of traditional debt securities. Among the major differences are that
interest and principal payments are made more frequently, usually monthly, and
that principal may be prepaid at any time because the underlying mortgage loans
or other obligations generally may be prepaid at any time. Prepayments on a pool
of mortgage loans are influenced by a variety of economic, geographic, social
and other factors, including changes in mortgagors' housing needs, job
transfers, unemployment, mortgagors' net equity in the mortgaged properties and
servicing decisions. Generally, however, prepayments on fixed-rate mortgage
loans will increase during a period of falling interest rates and decrease
during a period of rising interest rates. Similar factors apply to prepayments
on asset-backed securities, but the receivables underlying asset-backed
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securities generally are of a shorter maturity and thus are likely to experience
substantial prepayments. Such securities, however, often provide that for a
specified time period the issuers will replace receivables in the pool that are
repaid with comparable obligations. If the issuer is unable to do so, repayment
of principal on the asset-backed securities may commence at an earlier date.
The rate of interest on mortgage-backed securities is lower than the
interest rates paid on the mortgages included in the underlying pool due to the
annual fees paid to the servicer of the mortgage pool for passing through
monthly payments to certificate holders and to any guarantor, and due to any
yield retained by the issuer. Actual yield to the holder may vary from the
coupon rate, even if adjustable, if the mortgage-backed securities are purchased
or traded in the secondary market at a premium or discount. In addition, there
is normally some delay between the time the issuer receives mortgage payments
from the servicer and the time the issuer makes the payments on the
mortgage-backed securities, and this delay reduces the effective yield to the
holder of such securities.
Yields on pass-through securities are typically quoted by investment
dealers and vendors based on the maturity of the underlying instruments and the
associated average life assumption. The average life of pass-through pools
varies with the maturities of the underlying mortgage loans. A pool's term may
be shortened by unscheduled or early payments of principal on the underlying
mortgages. Because prepayment rates of individual pools vary widely, it is not
possible to predict accurately the average life of a particular pool. In the
past, a common industry practice has been to assume that prepayments on pools of
fixed rate 30-year mortgages would result in a 12-year average life for the
pool. At present, mortgage pools, particularly those with loans with other
maturities or different characteristics, are priced on an assumption of average
life determined for each pool. In periods of declining interest rates, the rate
of prepayment tends to increase, thereby shortening the actual average life of a
pool of mortgage-related securities. Conversely, in periods of rising interest
rates, the rate of prepayment tends to decrease, thereby lengthening the actual
average life of the pool. Changes in the rate or speed of these payments can
cause the value of the mortgage backed securities to fluctuate rapidly. However,
these effects may not be present, or may differ in degree, if the mortgage loans
in the pools have adjustable interest rates or other special payment terms, such
as a prepayment charge. Actual prepayment experience may cause the yield of
mortgage-backed securities to differ from the assumed average life yield.
The market for privately issued mortgage-backed and asset-backed
securities is smaller and less liquid than the market for U.S. Government
mortgage-backed securities. CMO classes may be specifically structured in a
manner that provides any of a wide variety of investment characteristics, such
as yield, effective
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maturity and interest rate sensitivity. As market conditions change, however,
and especially during periods of rapid or unanticipated changes in market
interest rates, the attractiveness of some CMO classes and the ability of the
structure to provide the anticipated investment characteristics may be reduced.
These changes can result in volatility in the market value and in some instances
reduced liquidity, of the CMO class.
REPURCHASE AGREEMENTS
The Fund may purchase securities subject to repurchase agreements. The
Fund will not enter into a repurchase transaction that will cause more than 10%
of its net assets to be invested in illiquid investments, which include
repurchase agreements not terminable within seven days. See Illiquid
Investments. A repurchase agreement is an instrument under which the Fund
purchases a security and the seller (normally a commercial bank or
broker-dealer) agrees, at the time of purchase, that it will repurchase the
security at a specified time and price. The amount by which the resale price is
greater than the purchase price reflects an agreed-upon market interest rate
effective for the period of the agreement. The return on the securities subject
to the repurchase agreement may be more or less than the return on the
repurchase agreement.
The majority of the repurchase agreements in which the Fund will engage are
overnight transactions, and the delivery pursuant to the resale typically will
occur within one to five days of the purchase. The primary risk is that the Fund
may suffer a loss if the seller fails to pay the agreed-upon amount on the
delivery date and that amount is greater than the resale price of the underlying
securities and other collateral held by the Fund. In the event of bankruptcy or
other default by the seller, there may be possible delays and expenses in
liquidating the underlying securities or other collateral, decline in their
value and loss of interest. The return on such collateral may be more or less
than that from the repurchase agreement. The Fund's repurchase agreements will
be structured so as to fully collateralize the loans. In other words, the value
of the underlying securities, which will be held by the Fund's custodian bank or
by a third party that qualifies as a custodian under section 17(f) of the 1940
Act, is and, during the entire term of the agreement, will remain at least equal
to the value of the loan, including the accrued interest earned thereon.
Repurchase agreements are entered into only with those entities approved by
WRIMCO.
RESTRICTED SECURITIES
Restricted securities are securities that are subject to legal or
contractual restrictions on resale. However, restricted securities generally can
be resold in privately negotiated transactions, pursuant to an exemption from
registration under the Securities Act of 1933, as amended (1933 Act), or in a
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registered public offering. For example, 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) (Section 4(2) paper) of the 1933
Act. 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.
Where registration of a security is required, the Fund may be obligated
to pay all or part of the registration expense and a considerable period may
elapse between the time it decides to seek registration and the time the Fund
may be permitted to sell a security under an effective registration statement.
If, during such a period, adverse market conditions were to develop, the Fund
might obtain a less favorable price than prevailed when it decided to seek
registration of the security.
There are risks associated with investment in restricted securities in
that there can be no assurance of a ready market for resale. Also, the
contractual restrictions on resale might prevent the Fund from reselling the
securities at a time when such sale would be desirable. Restricted securities in
which the Fund seeks to invest need not be listed or admitted to trading on a
foreign or domestic exchange and may be less liquid than listed securities.
Certain restricted securities, e.g., Section 4(2) paper, may be determined to be
liquid in accordance with guidelines adopted by the Board of Directors. See
Illiquid Investments.
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.
VARIABLE OR FLOATING RATE INSTRUMENTS
Variable or floating rate instruments (including notes purchased
directly from issuers) bear variable or floating interest rates and may carry
rights that permit holders to demand payment of the unpaid principal balance
plus accrued interest from the issuers or certain financial intermediaries on
dates prior to their stated maturities. Floating rate securities have interest
rates that change whenever there is a change in a designated base rate while
variable rate instruments provide for a specified periodic adjustment in the
interest rate. These formulas are designed to result in a market value for the
instrument that approximates its par value.
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WHEN-ISSUED AND DELAYED-DELIVERY TRANSACTIONS
The Fund may purchase securities in which it may invest on a
when-issued or delayed-delivery basis or sell them on a delayed-delivery basis.
In either case payment and delivery for the securities take place at a future
date. The securities so purchased or sold are subject to market fluctuation;
their value may be less or more when delivered than the purchase price paid or
received. When purchasing securities on a when issued or delayed-delivery basis,
the Fund assumes the rights and risks of ownership, including the risk of price
and yield fluctuations. No interest accrues to the Fund until delivery and
payment is completed. When the Fund makes a commitment to purchase securities on
a when-issued or delayed-delivery basis, it will record the transaction and
thereafter reflect the value of securities in determining its net asset value
per share. When the Fund sells securities on a delayed-delivery basis, the Fund
does not participate in further gains or losses with respect to the securities.
When the Fund makes a commitment to sell securities on a delayed-delivery basis,
it will record the transaction and thereafter value the securities at the sale
price in determining the Fund's net asset value per share. If the other party to
a delayed-delivery transaction fails to deliver or pay for the securities, the
Fund could miss a favorable price or yield opportunity, or could suffer a loss.
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.
INVESTMENT RESTRICTIONS AND LIMITATIONS
Certain of the Fund's investment restrictions and other limitations are
described in this SAI. The following are the Fund's fundamental investment
limitations set forth in their entirety, which, like the Fund's goal and the
types of money market securities in which the Fund may invest, cannot be changed
without shareholder approval. For this purpose, shareholder approval means the
approval, at a meeting of Fund shareholders, by the lesser of (1) the holders of
67% or more of the Fund's shares represented at the meeting, if more than 50% of
the Fund's outstanding shares are present in person or by proxy or (2) more than
50% of the Fund's outstanding shares. The Fund may not:
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(1) 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;
(2) 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;
(3) With respect to 75% of its total assets, purchase securities
of any one issuer (other than cash items and Government
securities as defined in the 1940 Act) if immediately after
and as a result of such purchase, the value of the holdings of
the Fund in the securities of such issuer exceeds 5% of the
value of the Fund's total assets;
(4) 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, except that U.S. Government obligations and
bank obligations and instruments are not included in this
limit;
(5) Make loans other than certain limited types of loans described
herein; the Fund can buy debt securities and other obligations
consistent with its goal and its other investment policies and
restrictions; it can also lend its portfolio securities to the
extent allowed, and in accordance with the requirements, under
the 1940 Act and enter into repurchase agreements except as
indicated above (see Repurchase Agreements above);
The following interpretation applies to, but is not part of,
this fundamental restriction: the Fund's investments in master
notes and similar instruments will not be considered to be the
making of a loan.
(6) Invest for the purpose of exercising control or management of
other companies;
(7) Participate on a joint, or a joint and several, basis in any
trading account in any securities;
(8) Sell securities short or buy securities on margin; also, the
Fund may not engage in arbitrage transactions;
(9) Engage in the underwriting of securities;
(10) Borrow to increase income, except to meet redemptions so it
will not have to sell portfolio securities for this purpose.
The Fund may borrow money from banks as
16
<PAGE>
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 total assets; or
(11) Issue senior securities.
THE FOLLOWING INVESTMENT RESTRICTIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED BY THE BOARD OF DIRECTORS WITHOUT SHAREHOLDER APPROVAL:
(1) The Fund may not purchase the securities of any one issuer
(other than U.S. Government securities) if, as a result of
such purchase, more than 5% of its total assets would be
invested in the securities of any one issuer, as determined in
accordance with Rule 2a-7; provided, however, the Fund may
invest up to 25% of its total assets in first tier securities
of a single issuer for a period of up to 3 business days after
the purchase. The Fund may rely on this exception only as to
one issuer at a time. The Fund may not invest more than 5% of
its total assets in securities rated in the second highest
rating category by the requisite rating organization(s) or
comparable unrated securities, with investments in such
securities of any one issuer (except U.S. Government
securities) limited to the greater of 1% of the Fund's total
assets or $1,000,000, as determined in accordance with Rule
2a-7.
(2) Subject to the diversification requirements of Rule 2a-7, the
Fund may not invest more than 10% of its total assets in
Canadian Government obligations.
(3) The Fund does not intend to invest more than 25% of its total
assets in a combination of foreign bank obligations.
(4) The Fund may not purchase a security if, as a result, more
than 10% of its net assets would consist of illiquid
investments.
(5) The Fund does not intend to invest more than 50% of its total
assets in Section 4(2) paper determined to be liquid in
accordance with guidelines adopted by the Board of Directors.
(6) The Fund will not invest in any security whose interest rate
or principal amount to be repaid, or timing of repayments,
varies or floats with the value of a foreign currency, the
rate of interest payable on foreign currency borrowings, or
with any interest rate or currency other than U.S. dollars.
17
<PAGE>
An investment policy or limitation that states a maximum percentage of
the Fund's assets that may be so invested or prescribes quality standards is
typically applied immediately after, and based on, the Fund's acquisition of an
asset. Accordingly, a subsequent change in the asset's value, net assets, or
other circumstances will not be considered when determining whether the
investment complies with the Fund's investment policies and limitations.
PORTFOLIO TURNOVER
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. As a general matter, the primary
conditions imposed under Rule 2a-7 relating to the Fund's portfolio investments
are that the Fund must (1) not maintain a dollar-weighted average portfolio
maturity in excess of 90 days, (2) limit its investments, including repurchase
agreements, to those instruments which are U.S. dollar denominated 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 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, (3) limit its investments in the securities of
any one issuer (except U.S. Government securities) to no more than 5% of its
assets, (4) limit its investments in securities rated in the second highest
rating category by the requisite NRSRO(s) or comparable unrated securities to no
more than 5% of its assets, (5) 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 (6) limit its investments to securities with a
remaining maturity of not more than 397 days. Rule 2a-7
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<PAGE>
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 WRIMCO, or an affiliate of WRIMCO, to
enter into a separate agreement for transfer agency services (Shareholder
Servicing Agreement) and a separate agreement for accounting services
(Accounting Services Agreement) with the Fund. The Management Agreement contains
detailed provisions as to the matters to be considered by the Fund's Board of
Directors prior to approving any Shareholder Servicing Agreement or Accounting
Services Agreement.
WADDELL & REED FINANCIAL, INC.
WRIMCO is a wholly owned subsidiary of Waddell & Reed, Inc. Waddell &
Reed, Inc. is a wholly owned subsidiary of Waddell & Reed Financial Services,
Inc., a holding company, which is a wholly owned subsidiary of Waddell & Reed
Financial, Inc., a publicly held company. The address of these companies is 6300
Lamar Avenue, P.O. Box 29217, Shawnee Mission, Kansas 66201-9217.
WRIMCO and its predecessors have served as investment manager to each
of the registered investment companies in the Waddell & Reed Advisors Funds
(formerly, the United Group of Mutual Funds), W&R Target Funds, Inc. (formerly,
Target/United Funds, Inc.) and W&R Funds, Inc. (formerly, Waddell & Reed Funds,
Inc.) since 1940 or each company's inception date, whichever is later. Waddell &
Reed, Inc. serves as principal underwriter for the investment companies in the
Waddell & Reed Advisors Funds and W&R Funds, Inc. and acts as principal
underwriter and distributor for variable life insurance and variable annuity
policies for which W&R Target Funds, Inc. is the underlying investment vehicle.
19
<PAGE>
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, preparation of prospectuses for existing shareholders,
preparation of proxy statements and certain shareholder reports. A new
Accounting Services Agreement, or amendments to an existing one, may be
approved by the Fund's Board of Directors without shareholder approval.
PAYMENTS BY THE FUND FOR MANAGEMENT, ACCOUNTING AND SHAREHOLDER SERVICES
Under the Management Agreement, for WRIMCO's management services, the
Fund pays WRIMCO a fee as described in the Prospectus. The management fees paid
by the Fund to WRIMCO during the Fund's fiscal periods ended September 30, 2000,
June 30, 2000, 1999 and 1998 were $919,135, $3,052,023, $2,476,181 and
$2,047,383, respectively.
For purposes of calculating the daily fee the Fund does not include
money owed to it by Waddell & Reed, Inc. for shares which it has sold but not
yet paid the Fund. The Fund accrues and pays this fee daily.
Under the Shareholder Servicing Agreement, with respect to Class A
shares, 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. For Class B, Class C and Waddell & Reed
Money Market C shares, the Fund pays the agent a monthly fee of $1.75 for each
account which was in existence during any portion of the immediately preceding
month. The Fund also pays certain out-of-pocket expenses of the Agent, including
long distance telephone communications costs; microfilm and storage costs for
certain documents; forms, printing and mailing costs; charges of any sub-agent
used by Agent in performing services under the Shareholder Servicing Agreement;
and costs of legal and special services not provided by Waddell & Reed, Inc.,
WRIMCO, or the Agent.
20
<PAGE>
Under the Accounting Services Agreement, the Fund pays the Agent a
monthly fee of one-twelfth of the annual fee shown in the following table.
ACCOUNTING SERVICES FEE
(AS OF SEPTEMBER 1, 2000)
<TABLE>
<CAPTION>
Average
Net Asset Level Annual Fee
(all dollars in millions) Rate for Each Level
------------------------- -------------------
<S> <C>
From $ 0 to $ 10 $ 0
From $ 10 to $ 25 $ 11,000
From $ 25 to $ 50 $ 22,000
From $ 50 to $ 100 $ 33,000
From $ 100 to $ 200 $ 44,000
From $ 200 to $ 350 $ 55,000
From $ 350 to $ 550 $ 66,000
From $ 550 to $ 750 $ 77,000
From $ 750 to $1,000 $ 93,500
$1,000 and Over $110,000
</TABLE>
Plus, for each class of shares in excess of one, the Fund pays the
Agent a monthly per-class fee equal to 2.5% of the monthly base fee.
ACCOUNTING SERVICES FEE
(PRIOR TO SEPTEMBER 1, 2000)
<TABLE>
<CAPTION>
Average
Net Asset Level Annual Fee
(all dollars in millions) Rate for Each Level
------------------------- -------------------
<S> <C>
From $ 0 to $ 10 $ 0
From $ 10 to $ 25 $ 10,000
From $ 25 to $ 50 $ 20,000
From $ 50 to $ 100 $ 30,000
From $ 100 to $ 200 $ 40,000
From $ 200 to $ 350 $ 50,000
From $ 350 to $ 550 $ 60,000
From $ 550 to $ 750 $ 70,000
From $ 750 to $1,000 $ 85,000
$1,000 and Over $100,000
</TABLE>
Fees paid to the Agent for accounting services for the fiscal periods
ended September 30, 2000, June 30, 2000, 1999 and 1998 were $22,543, $76,250,
$70,000 and $62,500, respectively.
Since the Fund pays a management fee for investment supervision and an
accounting services fee for accounting services as discussed above, WRIMCO and
the Agent, respectively,
21
<PAGE>
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.
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.
These and other expenses of Waddell & Reed, Inc. are not covered by any
sales charge on Class A shares of the Fund. The contingent deferred sales charge
(CDSC), if any, imposed on Class B shares, Class C shares or Waddell & Reed
Money Market C shares is designed to compensate Waddell & Reed, Inc. for
distribution of these shares.
On shares of the Fund that are sold with a deferred sales charge, a
major portion of the CDSC for these shares is paid to Waddell & Reed, Inc.'s
financial advisors and managers. Waddell & Reed, Inc. may compensate its
financial advisors as to purchases for which there is no front-end sales charge
or deferred sales charge.
However, the Agreement recognizes that the Fund may adopt a
Distribution and Service Plan (the Plan) pursuant to Rule 12b-1 under the 1940
Act. Under the Plans adopted by the Fund with respect to Class B, Class C and
Waddell & Reed Money Market C shares, respectively, the Fund pays the
Distributor a distribution fee not to exceed, on an annual basis, 0.75% of the
net assets of the affected class and a service fee not to exceed, on an annual
basis, 0.25% of the net assets of the affected class.
22
<PAGE>
The Distributor offers Class A, Class B and Class C shares of the Fund
through its registered representatives and sales managers (collectively, the
sales force). In distributing shares through its sales force, the Distributor
may pay commissions and/or 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. Each Plan
and the Agreement contemplate that the Distributor may be compensated for these
distribution efforts with respect to the shares of the affected class through
the distribution fee. The sales force may be paid continuing compensation based
on the value of the shares of the affected class 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 these shareholders through telephonic means and written
communications. The distribution fees were paid to compensate the Distributor
for its expenses relating to sales force compensation, providing prospectuses
and sales literature to prospective investors, advertising, sales processing,
field office expenses and home office sales management in connection with the
distribution of Class B and Class C shares of the Fund. The service fees were
paid to compensate the Distributor for providing personal services to the Fund's
Class B, Class C and Waddell & Reed Money Market C shareholders. Fees paid (or
accrued) as distribution fees and service fees by the Fund under the Class B
Plan for the fiscal periods ended June 30, 2000 and September 30, 2000 were
$14,792 and $13,226 for distribution fees and $1,571 and $4,769 for service
fees, respectively. Fees paid (or accrued) as distribution fees and service fees
by the Fund under the Class C Plan for the fiscal periods ended September 30,
2000 and June 30, 2000 were $2,084 and $2,340 for distribution fees and $616 and
$897 for service fees, respectively. Fees paid (or accrued) as distribution fees
and service fees by the Fund under the Waddell & Reed Money Market Class C Plan
for the fiscal periods ended September 30, 2000 and June 30, 2000 were $14,792
and $59,957 for distribution fees and $5,021 and $19,011 for service fees,
respectively.
The only Directors or interested persons, as defined in the 1940 Act,
of the Fund who have a direct or indirect financial interest in the operation of
a Plan are the officers and Directors who are also officers of either Waddell &
Reed, Inc. or its affiliate(s) or who are shareholders of Waddell & Reed
Financial, Inc., the indirect parent company of Waddell & Reed, Inc. Each Plan
is anticipated to benefit the Fund and its shareholders of the affected class
through Waddell & Reed, Inc.'s activities not only to distribute the shares of
the affected class but also to provide personal services to shareholders of that
class and thereby promote the maintenance of their accounts with the Fund. The
Fund anticipates that shareholders of a particular class may benefit to the
extent that Waddell & Reed's activities are successful in increasing the assets
of the Fund,
23
<PAGE>
through increased sales or reduced redemptions, or a combination of these, and
reducing a shareholder's share of Fund and class expenses. Increased Fund assets
may also provide greater resources with which to pursue the goal of the Fund.
Further, continuing sales of shares may also reduce the likelihood that it will
be necessary to liquidate portfolio securities, in amounts or at times that may
be disadvantageous to the Fund, to meet redemption demands. In addition, the
Fund anticipates that the revenues from the Plan will provide Waddell & Reed,
Inc. with greater resources to make the financial commitments necessary to
continue to improve the quality and level of services to the Fund and the
shareholders of the affected class.
To the extent that Waddell & Reed, Inc. incurs expenses for which
compensation may be made under the Plans that relate to distribution activities
also involving another fund in the Waddell & Reed Advisors Funds or W&R Funds,
Inc., Waddell & Reed, Inc. typically determines the amount attributable to the
Fund's expenses under the Plans on the basis of a combination of the respective
classes' relative net assets and number of shareholder accounts.
As noted above, Class A shares, Class B shares and Class C shares are
offered through Waddell & Reed, Inc. and other broker-dealers. Waddell & Reed,
Inc. may pay such broker-dealers a portion of the fees it receives under the
respective Plans as well as other compensation in connection with the
distribution of Fund shares, including the following: 1) for the purchase of
Class A shares purchased at net asset value (NAV) by clients of Legend Equities
Corporation (Legend), Waddell & Reed, Inc. (or its affiliate) may pay Legend
1.00% of net assets invested; 2) for the purchase of Class B shares, Waddell &
Reed, Inc. (or its affiliate) may pay Legend 4.00% of net assets invested; 3)
for the purchase of Class C shares, Waddell & Reed, Inc. (or its affiliate) may
pay Legend 1.00% of net assets invested.
The Plans 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 Waddell & Reed Money Market C Plan, Class B Plan and Class
C Plan were also approved by the Distributor as the sole shareholder of each
class of shares of the Fund at the time.
Among other things, each Plan provides that (1) 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, (2) 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, (3) payments by the Fund under the Plan shall
not be materially increased without the affirmative vote of the holders of a
majority of the
24
<PAGE>
outstanding shares of the affected class, and (4) 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.
For the Fund's fiscal periods ended September 30, 2000 and June 30,
2000, the Distributor earned deferred sales charges in the amounts of $3,370 and
$2,664 for Class B shares, $715 and $1,209 for Class C shares and $308 and
$11,250 for Waddell & Reed Money Market C shares, respectively.
CUSTODIAL AND AUDITING SERVICES
The Fund's Custodian is UMB Bank, n.a., 928 Grand Boulevard, Kansas
City, Missouri. In general, the Custodian is responsible for holding the Fund's
cash and securities. Deloitte & Touche LLP, 1010 Grand Boulevard, Kansas City,
Missouri, the Fund's independent auditors, audits the Fund's financial
statements.
PURCHASE, REDEMPTION AND PRICING OF SHARES
DETERMINATION OF OFFERING PRICE
The value of each share of a class of the Fund is the NAV of the
applicable class. The Fund is designed so that the value of each share of each
class of the Fund (the NAV per share) will remain fixed at $1.00 per share
except under extraordinary circumstances, although this may not always be
possible. This NAV per share is what you pay for shares and what you receive
when you redeem them prior to the application of the CDSC, if any, to Class B,
Class C and Waddell & Reed Money Market C shares.
The NAV per share is ordinarily 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, Martin Luther King, Jr. Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. However, it is possible that the NYSE may
close on other days.
The 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.
25
<PAGE>
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
NAV 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 be valued 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 NAV per
share based upon available market quotations (see above) and the NAV 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 NAV per share using available market quotations.
26
<PAGE>
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, Class B and Class C shares, initial investments must be at
least $500 with the exceptions described in this paragraph. A $100 minimum
initial investment pertains to certain exchanges of shares from another fund in
the Waddell & Reed Advisors Funds or W&R Funds, Inc. A $50 minimum initial
investment pertains to 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 for
these employees. With the exception of automatic withdrawals from a
shareholder's bank account, a shareholder may make subsequent investments of any
amount. See Exchanges.
Effective March 24, 2000, Waddell & Reed Money Market B shares were
combined into and redesignated as Waddell & Reed Money Market C shares.
Effective June 30, 2000, Waddell & Reed Money Market C shares were closed to all
investments other than reinvested dividends.
HOW TO OPEN AN ACCOUNT
If you are purchasing Class A shares, you can make an initial
investment of $500 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
27
<PAGE>
with the order number and registration to the UMB Bank, n.a.; ABA Number
101000695, for the account of Waddell & Reed Number 9800007978, Special Account
for Exclusive Benefit of Customers FBO Customer Name and Account Number; (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.
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 (1) the detachable form which
accompanies the confirmation of a prior purchase by you, or (2) a letter stating
your account number, registration, the particular class and stating that you
wish the enclosed check, etc. to be used for the purchase of the stated shares
of Waddell & Reed Advisors 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.; ABA Number 101000695,
for the account of Waddell & Reed Number 9800007978, Special Account for
Exclusive Benefit of Customers FBO Customer Name and Account Number.
Purchase of the Fund's shares are effective after (1) one of the
methods for purchasing the Fund's shares indicated above has been properly
completed and (2) UMB Bank, n.a. (the Bank) has Federal funds available to it.
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 NAV 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, you should (1) place your
28
<PAGE>
order by wire so that it will be received by the Bank prior to 3:00 p.m. Kansas
City time, and (2) 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. See Payments to Shareholders --
General for information regarding dividend payment.
Class B and Class C shares may be directly purchased by mail only.
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 requested for
Class A shares. No certificates are issued for Class B, Class C or Waddell &
Reed Money Market C shares. Shareholdings are recorded on the Fund's books
whether or not a certificate is issued.
FLEXIBLE WITHDRAWAL SERVICE
If you qualify, you may arrange to receive through the Flexible
Withdrawal Service (the Service) regular monthly, quarterly, semiannual or
annual payments by redeeming shares on an ongoing basis. Class B, Class C or
Waddell & Reed Money Market C shares redeemed under the Service are not subject
to a CDSC provided the amount withdrawn does not, annually, exceed 24% of the
account value. Applicable forms to start the Service are available through
Waddell & Reed Services Company.
The maximum amount of the withdrawal for monthly, quarterly, semiannual
and annual withdrawals is 2%, 6%, 12% and 24% respectively of the value of your
account at the time the Service is established. The withdrawal proceeds are not
subject to the deferred sales charge, but only within these percentage
limitations. The minimum withdrawal is $50. The Service, and this exclusion from
the deferred sales charge, does not apply to a one-time withdrawal.
If you own Class A, Class B or Class C shares, to qualify for the
Service you must have invested at least $10,000 in shares which you still own of
any of the funds in the Waddell & Reed Advisors Funds; or, you must own Class A,
Class B, Class C or Waddell & Reed Money Market C shares having a value of at
least $10,000. The value for this purpose is the value at the offering price.
You can choose to have your shares redeemed to receive:
1. a monthly, quarterly, semiannual or annual payment of $50 or more;
2. a monthly payment, which will change each month, equal to
one-twelfth of a percentage of the value of the shares in the Account (you
select the percentage); or
29
<PAGE>
3. a monthly or quarterly payment, which will change each month or
quarter, by redeeming a number of shares fixed by you (at least five shares).
Shares are redeemed on the 20th day of the month in which the payment
is to be made (or on the prior business day if the 20th is not a business day).
Payments are made within five days of the redemption.
Retirement plan accounts may be subject to a fee imposed by the plan
custodian for use of the Service.
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 of a class you have made
available for the Service are paid in additional shares of the Fund of the same
class as that with respect to which they were paid. All payments under the
Service are made by redeeming shares in your account, 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, 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. You may, at any time, redeem part or all of the shares in your
account; if you redeem all of the shares, the Service is terminated. The Fund
can also terminate the Service by notifying you in writing.
After the end of each calendar year, information on shares redeemed
will be sent to you to assist you in completing your Federal income tax return.
EXCHANGES
CLASS A SHARE EXCHANGES
You may exchange Class A shares of the Fund which you have acquired by
exchange for Class A shares of one or more other funds in the Waddell & Reed
Advisors Funds or the W&R Funds, Inc. (whose shares are sold with a sales
charge) and any shares received in payment of dividends on those Class A shares
of the Fund for Class A shares of any of the other funds in the Waddell & Reed
Advisors Funds or the W&R Funds, Inc., without payment of any additional sales
charge.
You may exchange Class A shares of the Fund for Class Y shares of one
or more other funds in the Waddell & Reed Advisors Funds, if you are an eligible
shareholder for Class Y shares.
30
<PAGE>
In addition, you may specify a dollar amount of Class A shares of the
Fund to be automatically exchanged each month into Class A shares of any other
fund in the Waddell & Reed Advisors Funds, provided you already own shares of
the fund. The shares which you designate for automatic exchange into any fund
must be worth at least $100, which may be allocated among funds in the Waddell &
Reed Advisors Funds, 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 AND CLASS C SHARE EXCHANGES
You may exchange Class B or Class C shares of the Fund for
corresponding shares of another fund in the Waddell & Reed Advisors Funds and/or
W&R Funds, Inc. without charge.
You may specify a dollar amount of Class B or Class C shares of the
Fund to be automatically exchanged each month into Class B or Class C shares of
any other fund in the Waddell & Reed Advisors Funds, provided you already own
Class B or Class C shares, as applicable, of the fund. The shares which you
designate for automatic exchange into any fund must be worth at least $100,
which may be allocated among funds in the Waddell & Reed Advisors Funds,
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.
The redemption of the Fund's Class B or Class C shares as part of an
exchange is not subject to the deferred sales charge. For purposes of computing
the deferred sales charge, if any, applicable to the redemption of the shares
acquired in the exchange, those acquired shares are treated as having been
purchased when the original redeemed shares were purchased.
WADDELL & REED MONEY MARKET C SHARE EXCHANGES
You may exchange Waddell & Reed Money Market C shares for Class C
shares of W&R Funds, Inc. without charge.
You may specify a dollar amount of Waddell & Reed Money Market C shares
to be automatically exchanged each month into Class C shares of any of the funds
of W&R Funds, Inc., provided you already own Class C shares of the fund in W&R
Funds, Inc. The Class C shares that you designate for automatic exchange must be
worth at least $100, which may be allocated among funds in W&R Funds, Inc.,
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.
The redemption of Waddell & Reed Money Market C 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
shares acquired
31
<PAGE>
in the exchange, those acquired shares are treated as having been purchased when
the original redeemed shares were purchased.
Effective June 30, 2000, exchanges into Waddell & Reed Money Market C
shares are not permitted.
GENERAL EXCHANGE INFORMATION
When you exchange shares, the total shares you receive will have the
same aggregate NAV 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 Waddell & Reed Advisors Funds and/or W&R Funds, Inc., can in most
instances, be eliminated or modified at any time and any such exchange may not
be accepted.
RETIREMENT PLANS
Your account may be set up as a funding vehicle for a retirement plan.
For individual taxpayers meeting certain requirements, Waddell & Reed, Inc.
offers model or prototype documents for the following retirement plans. All of
these plans involve investment in shares of a Fund (or shares of certain other
funds in the Waddell & Reed Advisors Funds or W&R Funds, Inc.).
INDIVIDUAL RETIREMENT ACCOUNTS (IRAS). Investors having eligible earned
income may set up a plan that is commonly called an IRA. Under a traditional
IRA, an investor can contribute each year up to 100% of his or her earned
income, up to an annual maximum of $2,000 (provided the investor has not reached
age 70 1/2). For a married couple, the annual maximum is $4,000 ($2,000 for each
spouse) or, if less, the couple's combined earned income for the taxable year,
even if one spouse had no earned income. Generally, the contributions are
deductible unless the investor (or, if married, either spouse) is an active
participant in an employer-sponsored retirement plan or if, notwithstanding that
the investor or one or both spouses so participate, their adjusted gross income
does not exceed certain levels. A married investor who is not an active
participant, who files jointly with his or her spouse and whose combined
adjusted gross income does not exceed $150,000 is not affected by his or her
spouse's active participant status.
An investor may also use a traditional IRA to receive a rollover
contribution that is either (a) a direct rollover distribution 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 a traditional 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
32
<PAGE>
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.
ROTH IRAS. Investors having eligible earned income and whose adjusted
gross income (or combined adjusted gross income, if married) does not exceed
certain levels, may establish and contribute up to $2,000 per tax year to a Roth
IRA (or to any combination of Roth and traditional IRAs).For a married couple,
the annual maximum is $4,000 ($2,000 for each spouse) or, if less, the couple's
combined earned income for the taxable year, even if one spouse had no earned
income.
In addition, for an investor whose adjusted gross income does not
exceed $100,000 (and who is not a married person filing a separate return),
certain distributions from traditional IRAs may be rolled over to a Roth IRA and
any of the investor's traditional IRAs may be converted into a Roth IRA; these
rollover distributions and conversions are, however, subject to Federal income
tax.
Contributions to a Roth IRA are not deductible; however, earnings
accumulate tax-free in the Roth IRA, and withdrawals of earnings are not subject
to Federal income tax if the account has been held for at least five years and
the account holder has reached age 59 1/2 (or certain other conditions apply).
EDUCATION IRAS. Although not technically for retirement savings,
Education IRAs provide a vehicle for saving for a child's higher education. An
Education IRA may be established for the benefit of any minor, and any person
whose adjusted gross income does not exceed certain levels may contribute up to
$500 to an Education IRA (or to each of multiple Education IRAs), provided that
no more than $500 may be contributed for any year to Education IRAs for the same
beneficiary. Contributions are not deductible and may not be made after the
beneficiary reaches age 18; however, earnings accumulate tax-free, and
withdrawals are not subject to tax if used to pay the qualified higher education
expenses of the beneficiary (or certain members of his or her family).
SIMPLIFIED EMPLOYEE PENSION (SEP) PLANS. Employers can make
contributions to SEP-IRAs established for employees. Generally
33
<PAGE>
an employer may contribute up to 15% of compensation, subject to certain
maximums, per year for each employee.
SAVINGS INCENTIVE MATCH PLANS FOR EMPLOYEES (SIMPLE PLANS). An employer
with 100 or fewer eligible employees who does not sponsor another active
retirement plan may sponsor a SIMPLE plan to contribute to its employees'
retirement accounts. A SIMPLE plan can be funded by either an IRA or a 401(k)
plan. In general, an employer can choose to match employee contributions
dollar-for-dollar (up to 3% of an employee's compensation) or may contribute to
all eligible employees 2% of their compensation, whether or not they defer
salary to their retirement plans. SIMPLE plans involve fewer administrative
requirements, generally, than traditional 401(k) or other qualified plans.
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, church 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)(7) of the Code.
Some organizations have adopted Title I plans, which are funded by employer
contributions in addition to employee deferrals.
PENSION AND PROFIT-SHARING PLANS, INCLUDING 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.
REDEMPTIONS
The Prospectus gives information as to expedited and regular redemption
procedures. Redemptions of Class A shares by telephone or fax must be equal to
at least $1,000.00. Redemption payments are made within seven days from receipt
of request
34
<PAGE>
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. Redemptions made in
securities will be made only in readily marketable securities. Securities used
for payment of redemptions are valued at the value used in figuring NAV. There
would be brokerage costs to the redeeming shareholder in selling such
securities. The Fund, however, has elected to be governed by Rule 18f-1 under
the 1940 Act, pursuant to which it is obligated to redeem shares solely in cash
up to the lesser of $250,000 or 1% of its NAV during any 90-day period for any
one shareholder.
REINVESTMENT PRIVILEGE
The Fund offers a one-time reinvestment privilege that allows you to
reinvest without charge all or part of any amount of Class B and Class C shares
you redeemed and have the corresponding amount of the deferred sales charge, if
any, which you paid restored to your account by adding the amount of that charge
to the amount you are reinvesting in shares of the same class. If Fund shares of
that class are then being offered, you can put all or part of your redemption
payment back into such shares at the NAV next calculated after you have returned
the amount. Your written request to do this must be received within 45 days
after your redemption request was received. You can do this only once as to
Class B and once as to Class C shares of the Fund. For purposes of determining
future deferred sales charges, the reinvestment will be treated as a new
investment. You do not use up this privilege by redeeming shares to invest the
proceeds at NAV in a Keogh plan or an IRA.
MANDATORY REDEMPTION OF CERTAIN SMALL ACCOUNTS
The Fund has the right to compel the redemption of shares held under
any account or any plan if the aggregate NAV of such shares (taken at cost or
value as the Board of Directors may determine) is less than $250. The Board
intends to compel redemptions of accounts, except for retirement plan accounts,
in which the total NAV is less than $250. Shareholders have 60 days from the
date on which the NAV falls below $250 to bring the NAV 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 NAV of the
account. A dividend payment does not constitute a shareholder initiated
transaction for the purpose of avoiding mandatory redemption.
35
<PAGE>
DIRECTORS AND OFFICERS
The day-to-day affairs of the Fund are handled by outside organizations
selected by the Board of Directors. The Board of Directors has responsibility
for establishing broad corporate policies for the Fund and for overseeing
overall performance of the selected experts. It has the benefit of advice and
reports from independent counsel and independent auditors. The majority of the
Directors are not affiliated with Waddell & Reed, Inc.
The principal occupation during the past five years of each Director
and officer of the Fund is stated below. Each of the persons listed through and
including Mr. Vogel is a member of the Fund's Board of Directors. The other
persons are officers of the Fund but are not members of the Board of Directors.
For purposes of this section, the term Fund Complex includes each of the
registered investment companies in the Waddell & Reed Advisors Funds, W&R Target
Funds, Inc. and W&R Funds, Inc. Each of the Fund's Directors is also a Director
of each of the other funds in the Fund Complex and each of the Fund's officers
is also an officer of one or more of the funds in the Fund Complex.
KEITH A. TUCKER*
Chairman of the Board of Directors of the Fund and each of the other
funds in the Fund Complex; Chairman of the Board of Directors, Chief Executive
Officer and Director of Waddell & Reed Financial, Inc.; President, Chairman of
the Board of Directors, Director and Chief Executive Officer of Waddell & Reed
Financial Services, Inc.; Chairman of the Board of Directors and Director of
WRIMCO, Waddell & Reed, Inc. and Waddell & Reed Services Company; formerly,
President of each of the funds in the Fund Complex; formerly, Chairman of the
Board of Directors of Waddell & Reed Asset Management Company, a former
affiliate of Waddell & Reed Financial, Inc. Date of birth: February 11, 1945.
JAMES M. CONCANNON
950 Docking Road
Topeka, Kansas 66615
Dean and Professor of Law, Washburn University School of Law; Director,
AmVestors CBO II Inc. Date of birth: October 2, 1947.
JOHN A. DILLINGHAM
4040 Northwest Claymont Drive
Kansas City, Missouri 64116
President of JoDill Corp., an agricultural company; President and
Director of Dillingham Enterprises Inc.; formerly, Director and consultant,
McDougal Construction Company; formerly, Instructor at Central Missouri State
University; formerly, Member of the Board of Police Commissioners, Kansas City,
Missouri; formerly, Senior Vice President-Sales and Marketing of Garney
Companies, Inc., a specialty utility contractor. Date of birth: January 9, 1939.
36
<PAGE>
DAVID P. GARDNER
263 West 3rd Avenue
San Mateo, California 94402
Chairman and Chief Executive Officer of George S. and Delores Dor'e
Eccles Foundation; Director of First Security Corp., a bank holding company, and
Director of Fluor Corp., a company with interests in coal; formerly, President
of Hewlett Foundation. Date of birth: March 24, 1933.
LINDA K. GRAVES*
1 South West Cedar Crest Road
Topeka, Kansas 66606
First Lady of Kansas; formerly, Partner, Levy and Craig, P.C., a law
firm. Date of birth: July 29, 1953.
JOSEPH HARROZ, JR.
125 South Creekdale Drive
Norman, Oklahoma 73072
General Counsel of the Board of Regents at the University of Oklahoma;
Adjunct Professor of Law at the University of Oklahoma College of Law; Managing
Member, Harroz Investments, L.L.C.; formerly, Vice President for Executive
Affairs of the University of Oklahoma; formerly, Attorney with Crowe & Dunlevy,
a law firm. Date of birth: January 17, 1967.
JOHN F. HAYES
20 West 2nd Avenue
P. O. Box 2977
Hutchinson, Kansas 67504-2977
Director of Central Bank and Trust; Director of Central Financial
Corporation; Chairman of the Board of Directors, Gilliland & Hayes, P.A., a law
firm; formerly, President of Gilliland & Hayes, P.A.; formerly, Director of
Central Properties, Inc. Date of birth: December 11, 1919.
ROBERT L. HECHLER*
President and Principal Financial Officer of the Fund and each of the
other funds in the Fund Complex; Executive Vice President, Chief Operating
Officer and Director of Waddell & Reed Financial, Inc.; Executive Vice
President, Chief Operating Officer, Director and Treasurer of Waddell & Reed
Financial Services, Inc.; Executive Vice President, Principal Financial Officer,
Director and Treasurer of WRIMCO; President, Chief Executive Officer, Principal
Financial Officer, Director and Treasurer of Waddell & Reed, Inc.; Director and
Treasurer of Waddell & Reed Services Company; Chairman of the Board of
Directors, Chief Executive Officer, President and Director of Fiduciary Trust
Company of New Hampshire, an affiliate of Waddell & Reed, Inc.; Director of
Legend Group Holdings, LLC, Legend Advisory Corporation, Legend Equities
Corporation, Advisory Services Corporation, The Legend Group, Inc. and LEC
Insurance Agency, Inc., affiliates of Waddell & Reed Financial, Inc.; formerly,
Vice President of each of the funds in the Fund Complex; formerly, Director and
Treasurer of Waddell & Reed Asset Management Company; formerly, President of
Waddell & Reed Services Company. Date of birth: November 12, 1936.
37
<PAGE>
HENRY J. HERRMANN*
Vice President of the Fund and each of the other funds in the Fund
Complex; President, Chief Investment Officer, and Director of Waddell & Reed
Financial, Inc.; Executive Vice President, Chief Investment Officer and Director
of Waddell & Reed Financial Services, Inc.; Director of Waddell & Reed, Inc.;
President, Chief Executive Officer, Chief Investment Officer and Director of
WRIMCO; Chairman of the Board of Directors of Austin, Calvert & Flavin, Inc., an
affiliate of WRIMCO; formerly, President, Chief Executive Officer, Chief
Investment Officer and Director of Waddell & Reed Asset Management Company. Date
of birth: December 8, 1942.
GLENDON E. JOHNSON
13635 Deering Bay Drive
Unit 284
Miami, Florida 33158
Retired; formerly, Director and Chief Executive Officer of John Alden
Financial Corporation and its subsidiaries. Date of birth: February 19, 1924.
WILLIAM T. MORGAN*
928 Glorietta Blvd.
Coronado, California 92118
Retired; formerly, Chairman of the Board of Directors and President of
each of the funds in the Fund Complex then in existence. (Mr. Morgan retired as
Chairman of the Board of Directors and President of the funds in the Fund
Complex then in existence on April 30, 1993); formerly, President, Director and
Chief Executive Officer of WRIMCO and Waddell & Reed, Inc.; formerly, Chairman
of the Board of Directors of Waddell & Reed Services Company. Date of birth:
April 27, 1928.
RONALD C. REIMER
2601 Verona Road
Mission Hills, Kansas 66208
Retired. Co-founder and teacher at Servant Leadership School of Kansas
City; Director and Vice President of Network Rehabilitation Services; Board
Member, Member of Executive Committee and Finance Committee of Truman Medical
Center; formerly, Employment Counselor and Director of McCue-Parker Center. Date
of birth: August 3, 1934.
FRANK J. ROSS, JR.*
700 West 47th Street
Kansas City, Missouri 64112
Shareholder, Polsinelli, Shalton & Welte, a law firm; Director of
Columbian Bank and Trust. Date of birth: April 9, 1953.
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<PAGE>
ELEANOR B. SCHWARTZ
1213 West 95th Court, Chartwell 4
Kansas City, Missouri 64114
Professor of Business Administration, University of Missouri-Kansas
City; formerly, Chancellor, University of Missouri-Kansas City. Date of birth:
January 1, 1937.
FREDERICK VOGEL III
1805 West Bradley Road
Milwaukee, Wisconsin 53217
Retired. Date of birth: August 7, 1935.
DANIEL C. SCHULTE
Vice President, Assistant Secretary and General Counsel of the Fund and
each of the other funds in the Fund Complex; Vice President, Secretary and
General Counsel of Waddell & Reed Financial, Inc.; Senior Vice President,
Secretary and General Counsel of Waddell & Reed Financial Services Company,
Waddell & Reed, Inc., WRIMCO and Waddell & Reed Services Company; Secretary and
Director of Fiduciary Trust Company of New Hampshire, an affiliate of Waddell &
Reed, Inc.; formerly, Assistant Secretary of Waddell & Reed Financial, Inc.;
formerly, an attorney with Klenda, Mitchell, Austerman & Zuercher, L.L.C. Date
of birth: December 8, 1965.
KRISTEN A. RICHARDS
Vice President, Secretary and Associate General Counsel of the Fund and
each of the other funds in the Fund Complex; Vice President and Associate
General Counsel of WRIMCO; formerly, Assistant Secretary of the Fund and each of
the other funds in the Fund Complex; formerly, Compliance Officer of WRIMCO.
Date of birth: December 2, 1967.
THEODORE W. HOWARD
Vice President, Treasurer and Principal Accounting Officer of the Fund
and each of the other funds in the Fund Complex; Vice President of Waddell &
Reed Services Company. Date of birth: July 18, 1942.
MIRA STEVOVICH
Vice President and Assistant Treasurer of the Fund, Vice President of
three other funds in the Fund Complex and Assistant Treasurer of all Funds in
the Fund complex; Vice President of WRIMCO. Date of birth: July 30, 1953.
The address of each person is 6300 Lamar Avenue, P.O. Box 29217,
Shawnee Mission, Kansas 66201-9217 unless a different address is given.
The Directors who may be deemed to be interested persons, as defined in
the 1940 Act of the Fund's underwriter, Waddell & Reed, Inc. or WRIMCO are
indicated as such by an asterisk.
The Board of Directors has created an honorary position of Director
Emeritus, whereby an incumbent Director who has attained the age of 70 may, or
if elected on or after May 31, 1993 and has
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<PAGE>
attained the age of 75 must, resign his or her position as Director and, unless
he or she elects otherwise, will serve as Director Emeritus provided the
Director has served as a Director of the Funds for at least five years which
need not have been consecutive. A Director Emeritus receives fees in recognition
of his or her past services whether or not services are rendered in his or her
capacity as Director Emeritus, but he or she has no authority or responsibility
with respect to the management of the Fund. Messrs. Henry L. Bellmon, Jay B.
Dillingham, Doyle Patterson, Ronald K. Richey and Paul S. Wise retired as
Directors of the Fund and of each of the funds in the Fund Complex, and each
serves as Director Emeritus.
The funds in the Waddell & Reed Advisors Funds, W&R Target Funds, Inc.
and W&R Funds, Inc. pay to each Director, effective October 1, 1999, an annual
base fee of $50,000, plus $3,000 for each meeting of the Board of Directors
attended and effective January 1, 2000, an annual base fee of $52,000 plus
$3,250 for each meeting of the Board of Directors attended, plus reimbursement
of expenses for attending such meeting and $500 for each committee meeting
attended which is not in conjunction with a Board of Directors meeting, other
than Directors who are affiliates of Waddell & Reed, Inc. (prior to October 1,
1999, the funds in the Waddell & Reed Advisors Funds, W&R Target Funds, Inc. and
W&R Funds, Inc. paid to each Director an annual base fee of $48,000 plus $2,500
for each meeting of the Board of Directors attended). The fees to the Directors
are divided among the funds in the Waddell & Reed Advisors Funds, W&R Target
Funds, Inc. and W&R Funds, Inc. based on the funds' relative size.
40
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<TABLE>
<CAPTION>
COMPENSATION TABLE
Total
Aggregate Compensation
Compensation From Fund
From and Fund
Director Fund Complex*
-------- ------------ ------------
<S> <C> <C>
Robert L. Hechler $ 0 $ 0
Henry J. Herrmann 0 0
Keith A. Tucker 0 0
James M. Concannon 1,656 63,500
John A. Dillingham 1,656 63,500
David P. Gardner 1,656 63,500
Linda K. Graves 1,656 63,500
Joseph Harroz, Jr. 1,656 63,500
John F. Hayes 1,656 63,500
Glendon E. Johnson 1,656 63,500
William T. Morgan 1,656 63,500
Ronald C. Reimer 1,571 60,250
Frank J. Ross, Jr. 1,656 63,500
Eleanor B. Schwartz 1,656 63,500
Frederick Vogel III 1,656 63,500
</TABLE>
+ The Fund has changed its fiscal year end from June 30 to September 30;
because its most recent annual data is for a three month period, the
data in this table is an estimate for the next fiscal year based on the
twelve months ended September 30, 2000.
* No pension or retirement benefits have been accrued as a part of Fund
expenses.
The officers are paid by Waddell & Reed, Inc. or its affiliates.
SHAREHOLDINGS
As of November 30, 2000, all of the Fund's Directors and officers as a
group owned less than 1% of the outstanding shares of the Fund. The following
table sets forth information with respect to the Fund, as of November 30, 2000,
regarding the ownership of the Fund's shares.
<TABLE>
<CAPTION>
Shares owned
Name and Address Beneficially
of Beneficial Owner Class or of Record Percent
------------------- ----- ------------ -------
<S> <C> <C> <C>
Don Cartner Trustee W&R Money 395,764 6.39%
CPSP Westport Market C
Research Assoc
FBO Unallocated Assets
Qualified 401(k) Plan
6102 Arlington
Raytown MO 64133
</TABLE>
41
<PAGE>
<TABLE>
<S> <C> <C> <C>
Joseph B Lee (TOD) W&R Money 374,308 6.04%
P O Box 335 Market C
Chelmsford MA 01824-0335
Fiduciary Trust Co W&R Money 353,154 5.70%
NH Cust Market C
IRA Rollover
FBO John L Feaster
2978 Armenia Road
Chester SC 29706-6820
Fiduciary Trust Co Class C 109,808 6.40%
NH Cust
IRA Rollover
FBO Dolores Lee
5611 E 89th Pl S
Tulsa OK 74137-3578
Norma V Neyman & Class C 99,231 5.79%
Donald A Neyman Jtn Ros
7712 Saulisbury St
Arvada Co 80003-2200
Fiduciary Tr Co NH Cust Class C 95,457 5.57%
IRA Rollover
FBO Larry E Colvin
5508 Bearcreek Dr
Mechanicsburg PA 17050-1983
Cathy L Calnan & Class C 90,670 5.29%
Daniel H Calnan Jtn Ros
13811 Kenmore Ave
Baldwin Park CA 91706-4011
</TABLE>
PAYMENTS TO SHAREHOLDERS
GENERAL
There are two sources for the payments the Fund makes to you as a
shareholder of a class of shares of the Fund, other than payments when you
redeem your shares. The first source is net investment income, which is derived
from the interest and earned discount on the securities the Fund holds, less
expenses (which will vary by class) and amortization of any premium. The second
source is net realized capital gains, which are derived from the proceeds
received from the Fund's sale of securities at a price higher than the Fund's
tax basis (usually cost) in such securities, less losses from sales of
securities at a price lower than the Fund's basis therein; these gains are
expected to be short-term capital gains.
42
<PAGE>
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 NAV 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 (1) you want
cash for your dividends and/or distributions or (2) you want your dividends
and/or distributions paid in shares of the Fund of the same class as that with
respect to which they were paid. However, a total dividend and/or distribution
amount less than five dollars will be automatically paid in shares of the Fund
of the same class as that with respect to which they were paid. You can change
your instructions at any time. If you give no instructions, your dividends and
distributions will be paid in shares of the Fund of the same class as that with
respect to which they were paid. All payments in shares are at NAV without any
sales charge. The NAV used for this purpose is that computed as of the record
date for the dividend or distribution, although this could be changed by the
Directors.
TAXES
GENERAL
The Fund has qualified since inception for treatment as a regulated
investment company (RIC) under the Code, so that it is relieved of Federal
income tax on that part of its investment company taxable income (consisting
generally of net investment income, net short-term capital gains and net gains
from certain foreign currency transactions) that it distributes to its
shareholders. To continue to qualify for treatment as a RIC, the Fund must
distribute to its shareholders for each taxable year at least 90% of its
investment company taxable income (Distribution Requirement) and must meet
several additional requirements. These requirements include the following: (1)
the Fund must derive at least 90% of its gross income each taxable year from
43
<PAGE>
dividends, interest, payments with respect to securities loans and gains from
the sale or other disposition of securities or foreign currencies or other
income (including gains from options, futures contracts or forward contracts)
derived with respect to its business of investing in securities or those
currencies (Income Requirement); (2) at the close of each quarter of the Fund's
taxable year, at least 50% of the value of its total assets must be represented
by cash and cash items, U.S. Government securities, securities of other RICs and
other securities that are limited, in respect of any one issuer, to an amount
that does not exceed 5% of the value of the Fund's total assets and that does
not represent more than 10% of the issuer's outstanding voting securities (50%
Diversification Requirement); and (3) at the close of each quarter of the Fund's
taxable year, not more than 25% of the value of its total assets may be invested
in securities (other than U.S. Government securities or the securities of other
RICs) of any one issuer.
If the Fund failed to qualify for treatment as a RIC for any taxable
year, (a) it would be taxed as an ordinary corporation on the full amount of its
taxable income for that year (even if it distributed that income to its
shareholders) and (b) the shareholders would treat all distributions out of its
earnings and profits, including distributions of net capital gains, as dividends
(that is, ordinary income). In addition, the Fund could be required to recognize
unrealized gains, pay substantial taxes and interest, and make substantial
distributions before requalifying for RIC treatment.
The Fund will be subject to a nondeductible 4% excise tax (Excise Tax)
to the extent it fails to distribute by the end of any calendar year
substantially all of its ordinary 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 pay sufficient dividends and
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
44
<PAGE>
which the manager has responsibility or WRIMCO may otherwise combine orders for
the Fund with those of other funds in the Waddell & Reed Advisors Funds, W&R
Target Funds, Inc. and W&R Funds, Inc. or other accounts for which it has
investment discretion, including accounts affiliated with WRIMCO. WRIMCO, at its
discretion, may aggregate such orders. Under current written procedures,
transactions effected pursuant to such combined orders are averaged as to price
and allocated in accordance with the purchase or sale orders actually placed for
each fund or advisory account, except where the combined order is not filled
completely. In this case, for a transaction not involving an initial public
offering (IPO), WRIMCO will ordinarily allocate the transaction pro rata based
on the orders placed, subject to certain exceptions.
In all cases, WRIMCO seeks to implement its allocation procedures to
achieve a fair and equitable allocation of securities among its funds and other
advisory accounts. Sharing in large transactions could affect the price the Fund
pays or receives or the amount it buys or sells. As well, a better negotiated
commission may be available through combined orders.
To effect the portfolio transactions of the Fund, WRIMCO is authorized
to engage broker-dealers (brokers) which, in its best judgment based on all
relevant factors, will implement the policy of the Fund to seek best execution
(prompt and reliable execution 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 execution and/or research services and other services
including pricing or quotation services directly or through others (research and
brokerage 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 has
investment discretion.
Research and brokerage services are, in general, defined by reference
to Section 28(e) of the Securities Exchange Act of 1934 as including (1) advice,
either directly or through publications or writings, as to the value of
securities, the advisability of investing in, purchasing or selling securities
and the availability of securities and purchasers or sellers, (2) furnishing
analyses and reports, or (3) effecting securities transactions and performing
functions incidental thereto (such as clearance, settlement and custody).
Investment discretion is, in general, defined as having authorization to
determine what securities shall be purchased or sold for an account, or making
those decisions even though someone else has responsibility.
The commissions paid to brokers that provide such research and/or
brokerage services may be higher than the commission
45
<PAGE>
another qualified broker would charge for effecting comparable transactions if a
good faith determination is made by WRIMCO that the commission is reasonable in
relation to the research or brokerage services provided.
Subject to the foregoing considerations, WRIMCO may also consider sales
of the Fund as a factor in the selection of broker-dealers to execute portfolio
transactions. No allocation of brokerage or principal business is made to
provide any other benefits to WRIMCO.
The investment research provided by a particular broker may be useful
only to one or more of the other advisory accounts of WRIMCO and investment
research received for the commissions of those other accounts may be useful both
to the Fund and one or more of such other accounts. To the extent that
electronic or other products provided by such brokers to assist WRIMCO in making
investment management decisions are used for administration or other
non-research purposes, a reasonable allocation of the cost of the product
attributable to its non-research use is made by WRIMCO.
Such investment research (which may be supplied by a third party at the
request of a broker 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.
The Fund may also use its brokerage to pay for pricing or quotation
services to value securities.
As of June 30, 2000, the Fund owned J. P. Morgan & Co. Incorporated and
Merrill Lynch & Co., Inc. securities in the aggregate amounts of $19,999,972 and
$18,573,770, respectively. J. P. Morgan & Co. Incorporated and Merrill Lynch &
Co., Inc. are regular brokers of the Fund.
The Fund, WRIMCO and Waddell & Reed, Inc. have adopted a Code of Ethics
under Rule 17j-1 of the 1940 Act that permits their respective directors,
officers and employees to invest in securities, including securities that may be
purchased or held by the Fund. The Code of Ethics subjects covered personnel to
certain restrictions that include prohibited activities, pre-clearance
requirements and reporting obligations.
46
<PAGE>
OTHER INFORMATION
THE SHARES OF THE FUND
The Fund offers three classes of shares: Class A, Class B and Class C.
Waddell & Reed Money Market C shares are closed to all investments other than
re-invested dividends. Each class represents an interest in the same assets of
the Fund and differs as follows: each class of shares has exclusive voting
rights on matters appropriately limited to that class; Class B, Class C and
Waddell & Reed Money Market C shares are subject to a CDSC and to an ongoing
distribution and service fee; Class B shares that have been held by a
shareholder for eight years will convert automatically, 8 years after the month
in which the shares were purchased, to Class A shares of the Fund, and such
conversion will be made, without charge or fee, on the basis of the relative
NAVs of the two classes. Each class may bear differing amounts of certain
class-specific expenses and each class has a separate exchange privilege. The
Fund does not anticipate that there will be any conflicts between the interests
of holders of the different classes of shares of the Fund by virtue of those
classes. On an ongoing basis, the Board of Directors will consider whether any
such conflict exists and, if so, take appropriate action. Each share of the Fund
is entitled to equal voting, dividend, liquidation and redemption rights, except
that due to the differing expenses borne by the four classes, dividends and
liquidation proceeds of Class B, Class C and Waddell & Reed Money Market C
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. Shares are fully paid and nonassessable when purchased.
The Fund does not hold annual meetings of shareholders; however,
certain significant corporate matters, such as the approval of a new investment
advisory agreement or a change in fundamental investment policy, which require
shareholder approval will be presented to shareholders at a meeting called by
the Board of Directors for such purpose.
Special meetings of shareholders may be called for any purpose upon
receipt by the Fund of a request in writing signed by shareholders holding not
less than 25% of all shares entitled to vote at such meeting, provided certain
conditions stated in the Bylaws are met. There will normally be no meeting of
the shareholders for the purpose of electing directors until such time as less
than a majority of directors holding office have been elected by shareholders,
at 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 1940 Act
applies to the Fund, the directors are required to call a meeting of
shareholders for the purpose of voting upon the question of removal of any
director when requested in writing to do so by the shareholders of record of not
less than 10% of the Fund's outstanding shares.
47
<PAGE>
Each share (regardless of class) has one vote. All shares of the Fund
vote together as a single class, except as to any matter for which a separate
vote of any class is required by the 1940 Act, and except as to any matter which
affects the interests of one or more particular classes, in which case only the
shareholders of the affected classes are entitled to vote, each as a separate
class.
48
<PAGE>
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, A DIVISION OF THE MCGRAW-HILL COMPANIES, INC. 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.
49
<PAGE>
A -- Debt rated A has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in higher rated
categories.
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. A brief description of the applicable Moody's rating symbols
and their meanings follows:
Aaa -- Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred to
as gilt edge. Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.
Aa -- Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may 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, A DIVISION OF THE MCGRAW-HILL COMPANIES, INC. A
S&P note rating reflects the liquidity factors
50
<PAGE>
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. Moody's ratings for state and municipal short-term obligations
will be designated Moody's Investment Grade (MIG). This distinction is in
recognition of the differences between short-term credit risk and long-term
risk. Factors affecting the liquidity of the borrower are uppermost in
importance in short-term borrowing, while various factors of major importance in
bond risk are of lesser importance over the short run. Rating symbols and their
meanings follow:
MIG 1 -- This designation denotes best quality. There is present strong
protection by established cash flows, superior liquidity support or demonstrated
broad-based access to the market for refinancing.
MIG 2 -- This designation denotes high quality. Margins of protection
are ample although not so large as in the preceding group.
MIG 3 -- This designation denotes favorable quality. All security
elements are accounted for but this is lacking the undeniable strength of the
preceding grades. Liquidity and cash flow protection may be narrow and market
access for refinancing is likely to be less well established.
MIG 4 -- This designation denotes adequate quality. Protection commonly
regarded as required of an investment security is present and although not
distinctly or predominantly speculative, there is specific risk.
51
<PAGE>
DESCRIPTION OF COMMERCIAL PAPER RATINGS
STANDARD & POOR'S, A DIVISION OF THE MCGRAW HILL COMPANIES, INC.
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 commercial paper ratings are opinions of the ability of issuers
to repay punctually promissory obligations not having an original maturity in
excess of nine months. Moody's employs the designations of Prime 1, Prime 2 and
Prime 3, all judged to be investment grade, to indicate the relative repayment
capacity of rated issuers. Issuers rated Prime 1 have a superior capacity for
repayment of short-term promissory obligations and repayment capacity will
normally be evidenced by (1) lending market positions in well established
industries; (2) high rates of return on Funds employed; (3) conservative
capitalization structures with moderate reliance on debt and ample asset
protection; (4) broad margins in earnings coverage of fixed financial charges
and high internal cash generation; and (5) well established access to a range of
financial markets and assured sources of alternate liquidity. Issuers rated
Prime 2 also have a strong capacity for repayment of short-term promissory
obligations as will normally be evidenced by many of the characteristics
described above for Prime 1 issuers, but to a lesser degree. Earnings trends and
coverage ratios, while sound, will be more subject to variation; capitalization
characteristics, while still appropriate, may be more affected by external
conditions; and ample alternate liquidity is maintained.
52
<PAGE>
THE INVESTMENTS OF
WADDELL & REED ADVISORS CASH MANAGEMENT, INC.
SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
<S> <C> <C>
BANK OBLIGATIONS
CERTIFICATES OF DEPOSIT - 2.14%
YANKEE
Banque Nationale de Paris,
6.88%, 3-29-01 ...................................... $10,000 $ 9,986,253
Societe Generale - New York,
6.5725%, 12-7-00 .................................... 9,000 8,999,652
Total ............................................... 18,985,905
COMMERCIAL PAPER - 2.61% ANZ (DE) Inc.:
6.5%, 11-3-00 ....................................... 1,210 1,202,790
6.51%, 11-3-00 ...................................... 1,900 1,888,662
Banc One Financial Corp. (Bank One Corporation),
6.56%, 10-4-00 ...................................... 20,000 19,989,067
Total ............................................... 23,080,519
NOTES - 10.10%
Banc One Corp.,
6.67%, 1-3-01 ....................................... 14,000 14,000,000
First Bank of South Dakota (U.S. Bank
National Association),
6.69375%, 12-20-00 .................................. 10,000 10,001,206
First Chicago NBD Corporation
(Bank One Corporation),
6.785%, 12-20-00 .................................... 5,375 5,379,571
First Union National Bank:
6.68%, 3-7-01 ....................................... 14,000 14,000,000
6.6225%, 5-18-01 .................................... 9,000 9,000,000
J.P. Morgan & Co., Incorporated,
6.59%, 10-6-00 ...................................... 10,000 10,000,000
Wells Fargo & Company:
6.60%, 12-19-00 ..................................... 17,000 16,997,074
6.875%, 5-10-01 ..................................... 10,000 9,986,027
Total ............................................... 89,363,878
TOTAL BANK OBLIGATIONS - 14.85% $131,430,302
(Cost: $131,430,302)
CORPORATE OBLIGATIONS
COMMERCIAL PAPER
CHEMICALS AND ALLIED PRODUCTS - 1.33%
BOC Group Inc. (DE),
6.73%, 10-3-00 ...................................... 11,800 11,795,588
</TABLE>
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
<PAGE>
THE INVESTMENTS OF
WADDELL & REED ADVISORS CASH MANAGEMENT, INC.
SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
<S> <C> <C>
CORPORATE OBLIGATIONS (CONTINUED)
COMMERCIAL PAPER (CONTINUED)
COMMUNICATION - 5.10%
AT&T Corp.:
6.6525%, 10-19-00 ................................... $11,000 $ 11,000,000
6.67%, 3-8-01 ....................................... 14,000 14,000,000
British Telecommunications PLC:
6.55%, 10-24-00 ..................................... 2,000 1,991,631
6.57%, 2-20-01 ...................................... 3,228 3,144,346
SBC Communications Inc.,
6.76%, 10-2-00 ...................................... 15,000 14,997,183
Total ............................................... 45,133,160
ELECTRIC, GAS AND SANITARY SERVICES - 5.79%
Allegheny Energy Inc.:
6.72%, 10-2-00 ...................................... 8,020 8,018,503
6.55%, 11-8-00 ...................................... 3,394 3,370,534
6.55%, 11-20-00 ..................................... 10,000 9,909,028
Kansas City Power & Light Company,
6.50%, 11-15-00 ..................................... 8,820 8,748,337
Northern Illinois Gas Company,
6.60%, 10-5-00 ...................................... 4,790 4,786,487
Pacific Gas & Electric Co.:
6.62%, 10-12-00 ..................................... 5,000 4,989,886
6.70%, 10-19-00 ..................................... 467 465,436
Questar Corp.,
6.52%, 10-3-00 ...................................... 11,000 10,996,016
Total ............................................... 51,284,227
FOOD AND KINDRED PRODUCTS - 0.12%
Bestfoods,
6.50%, 10-3-00 ...................................... 1,031 1,030,628
PRINTING AND PUBLISHING - 1.68%
Tribune Co.,
6.53%, 11-28-00 ..................................... 15,000 14,842,192
TOTAL COMMERCIAL PAPER - 14.02% 124,085,795
COMMERCIAL PAPER (BACKED BY IRREVOCABLE BANK
LETTER OF CREDIT)
CHEMICALS AND ALLIED PRODUCTS - 0.67%
Formosa Plastics Corp. U.S.A. (Bank of America N.A.),
6.53%, 11-3-00 ...................................... 6,000 5,964,085
NONDEPOSITORY INSTITUTIONS - 1.76%
ED&F Man Finance Inc. (Rabobank Nederland):
6.7%, 10-5-00 ....................................... 6,314 6,309,300
6.52%, 10-17-00 ..................................... 9,300 9,273,050
Total ............................................... 15,582,350
</TABLE>
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
<PAGE>
THE INVESTMENTS OF
WADDELL & REED ADVISORS CASH MANAGEMENT, INC.
SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
<S> <C> <C>
CORPORATE OBLIGATIONS (CONTINUED)
COMMERCIAL PAPER (BACKED BY IRREVOCABLE BANK
LETTER OF CREDIT) (CONTINUED)
OIL AND GAS EXTRACTION - 2.90%
Louis Dreyfus Corp. (Bank of Montreal),
6.53%, 10-23-00 .................................... $ 5,971 $ 5,947,172
Louis Dreyfus Corp. (Dresdner Bank AG):
6.51%, 10-10-00 .................................... 14,749 14,724,996
6.50%, 10-12-00 .................................... 5,000 4,990,069
Total .............................................. 25,662,237
TOTAL COMMERCIAL PAPER (BACKED BY IRREVOCABLE BANK
LETTER OF CREDIT) - 5.33% 47,208,672
NOTES
AMUSEMENT AND RECREATION SERVICES - 0.19%
Walt Disney Company (The),
6.375%, 3-30-01 .................................... 1,700 1,692,916
ELECTRIC, GAS AND SANITARY SERVICES - 3.03%
Baltimore Gas and Electric Company,
6.65%, 12-1-00 ..................................... 24,078 24,077,755
Pacificorp (Scot Power),
9.1%, 3-1-01 ....................................... 2,750 2,773,384
Total .............................................. 26,851,139
GENERAL MERCHANDISE STORES - 1.12%
Wal-Mart Stores, Inc.,
5.955%, 6-1-01 ..................................... 10,000 9,897,489
INDUSTRIAL MACHINERY AND EQUIPMENT - 1.30%
AP Knitting Elements, Inc. (Wachovia Bank, N.A.),
6.62%, 10-4-00 ..................................... 4,500 4,500,000
International Business Machines Corporation,
5.56%, 3-8-01 ...................................... 7,000 6,965,446
Total .............................................. 11,465,446
INSTRUMENTS AND RELATED PRODUCTS - 2.08%
Honeywell International Inc.,
5.75%, 3-15-01 ..................................... 18,500 18,408,911
INSURANCE CARRIERS - 0.96%
Atlantic American Corporation (Wachovia Bank, N.A.),
6.62%, 10-4-00 ..................................... 8,500 8,500,000
MISCELLANEOUS RETAIL - 1.05%
Todd Shopping Center, L.L.C., Taxable
Variable Rate Demand Bonds, Series 1999
(Wachovia Bank, N.A.),
6.62%, 10-4-00 ..................................... 9,300 9,300,000
</TABLE>
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
<PAGE>
THE INVESTMENTS OF
WADDELL & REED ADVISORS CASH MANAGEMENT, INC.
SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
<S> <C> <C>
CORPORATE OBLIGATIONS (CONTINUED)
NOTES (CONTINUED)
NONDEPOSITORY INSTITUTIONS - 9.34%
Associates Corp. of North America,
6.76%, 12-14-00 .................................... $ 9,000 $ 9,008,053
Caterpillar Financial Services Corp.:
6.78%, 11-17-00 .................................... 4,000 4,000,625
7.06%, 6-25-01 ..................................... 3,000 2,998,147
Deere (John) Capital Corp.:
6.08%, 12-18-00 .................................... 2,865 2,859,652
6.58%, 1-26-01 ..................................... 12,500 12,500,000
7.0505%, 8-6-01 .................................... 10,000 9,989,389
Ford Motor Credit Company:
6.375%, 10-6-00 .................................... 4,000 4,000,020
6.93%, 12-20-00 .................................... 1,850 1,852,343
5.67%, 2-15-01 ..................................... 1,500 1,494,178
General Motors Acceptance Corporation,
5.4%, 2-26-01 ...................................... 9,000 8,952,090
Transamerica Finance Corporation:
6.7725%, 12-12-00 .................................. 14,000 14,000,000
6.6925%, 3-16-01 ................................... 11,000 11,000,000
Total .............................................. 82,654,497
REAL ESTATE - 0.14%
Trap Rock Industries, Inc. (First Union National Bank),
6.73%, 10-4-00 ..................................... 1,225 1,225,000
SECURITY AND COMMODITY BROKERS - 2.10%
Merrill Lynch & Co., Inc.:
6.7%, 2-22-01 ...................................... 13,600 13,583,678
6.5%, 4-1-01 ....................................... 5,000 4,993,893
Total .............................................. 18,577,571
WHOLESALE TRADE - NONDURABLE GOODS - 0.98%
Philip Morris Companies Inc.,
6.0%, 7-15-01 ...................................... 8,800 8,719,037
TOTAL NOTES - 22.29% 197,292,006
TOTAL CORPORATE OBLIGATIONS - 41.64% $368,586,473
(Cost: $368,586,473)
MUNICIPAL OBLIGATIONS
ARIZONA - 0.34%
The Industrial Development Authority of the
County of Maricopa, Taxable Variable Rate
Demand, Multifamily Housing Revenue
Refunding Bonds (Villas Solanas Apartments
Project), Series 2000B,
6.7%, 10-5-00 ...................................... 3,000 3,000,000
</TABLE>
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
<PAGE>
THE INVESTMENTS OF
WADDELL & REED ADVISORS CASH MANAGEMENT, INC.
SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
<S> <C> <C>
MUNICIPAL OBLIGATIONS (CONTINUED)
CALIFORNIA - 4.38%
City of Anaheim, California, Certificates
of Participation (1993 Arena Financing
Project), Municipal Adjustable Rate
Taxable Securities (Credit Suisse),
6.62%, 10-3-00 ...................................................... $29,000 $ 29,000,000
California Pollution Control Financing
Authority, Environmental Improvement
Revenue Bonds:
Shell Martinez Refining Company
Project, Series 1996 (Taxable),
6.55%, 11-13-00 ..................................................... 5,750 5,750,000
Shell Oil Company Project,
Series 1998A (Taxable),
6.56%, 11-6-00 ...................................................... 4,000 4,000,000
Total ............................................................... 38,750,000
COLORADO - 3.53%
City and County of Denver, Colorado, Department
of Aviation, Airport System, Subordinate
Commercial Paper Taxable Notes, Series 2000B,
6.53%, 12-05-00 ..................................................... 29,789 29,437,779
Kit Carson County, Colorado, Architectural
Development Revenue Bonds (Taxable), (Midwest
Farms, L.L.C. Project), Series 1997 (Norwest
Bank Minnesota, National Association),
6.7%, 10-5-00 ....................................................... 1,830 1,830,000
Total ............................................................... 31,267,779
FLORIDA - 1.06%
City of Gainesville, Florida, Utilities System,
Commercial Paper Notes, Series D
(Federally Taxable), (Suntrust),
6.53%, 11-13-00 ..................................................... 9,496 9,421,934
INDIANA - 1.70%
City of Whiting, Indiana, Industrial Sewage and Solid Waste Disposal Revenue
Bonds, (Amoco Oil Company Project), Taxable Series 1995 (Amoco
Corporation):
6.57%, 11-6-00 ...................................................... 12,000 12,000,000
6.62%, 11-2-00 ...................................................... 3,000 3,000,000
Total ............................................................... 15,000,000
KENTUCKY - 0.45%
City of Bardstown, Kentucky, Taxable Variable Rate
Demand Industrial Revenue Bonds,
Series 1995 (R.J. Tower Corporation Project),
(Comerica Bank),
6.59%, 10-5-00 ...................................................... 4,000 4,000,000
</TABLE>
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
<PAGE>
THE INVESTMENTS OF
WADDELL & REED ADVISORS CASH MANAGEMENT, INC.
SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
<S> <C> <C>
MUNICIPAL OBLIGATIONS (CONTINUED)
LOUISIANA - 9.13%
Industrial Development Board of the Parish
Of Calcasieu, Inc., Environmental Revenue
Bonds (CITGO Petroleum Corporation Project),
Series 1996 (Taxable), (Westdeutsche
Landesbank Girozentrale):
6.62%, 12-6-00 ..................................... $25,515 $ 25,515,000
6.63%, 12-5-00 ..................................... 9,000 9,000,000
Industrial District No. 3 of the Parish of West
Baton Rouge, State of Louisiana, Variable Rate
Demand Revenue Bonds, Series 1995 (Taxable),
(The Dow Chemical Company Project):
6.64%, 11-3-00 ..................................... 18,450 18,450,000
6.62%, 11-30-00 .................................... 11,000 11,000,000
Gulf Coast Industrial Development Authority,
Environmental Facilities Revenue Bonds
(CITGO Petroleum Corporation Project), Taxable
Series 1998 (Royal Bank of Canada),
6.63%, 11-6-00 ..................................... 16,825 16,825,000
Total .............................................. 80,790,000
MASSACHUSETTS - 0.44%
Massachusetts Industrial Finance Agency, Taxable
Revenue Bonds (Southcoast Nursing and
Rehabilitation Center Partnership Issue -
Series 1997), (Fleet National Bank),
6.75%, 10-4-00 ..................................... 3,900 3,900,000
MISSISSIPPI - 0.68%
Mississippi Business Finance Corporation,
Taxable Adjustable Mode, Industrial Development
Revenue Bonds (BenchCraft Project), Series 1999
(Wachovia Bank, N.A.),
6.62%, 10-4-00 ..................................... 6,000 6,000,000
NEW JERSEY - 1.35%
New Jersey Economic Development Authority,
Federally Taxable Variable Rate Demand/
Fixed Rate Revenue Bonds (The Morey
Organization, Inc. Project), Series of 1997
(First Union National Bank),
6.73%, 10-4-00...................................... 11,950 11,950,000
</TABLE>
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
<PAGE>
THE INVESTMENTS OF
WADDELL & REED ADVISORS CASH MANAGEMENT, INC.
SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
<S> <C> <C>
MUNICIPAL OBLIGATIONS (CONTINUED)
NEW YORK - 2.64%
The City of New York, General Obligation Bonds,
Fiscal 1995 Series B, Taxable Adjustable Rate
Bonds (Bayerische Landesbank Girozentrale,
New York Branch),
6.61%, 12-04-00 ..................................................... $12,810 $ 12,810,000
Dutchess County Industrial Development Agency,
Taxable Variable Rate Demand Civic Facility
Revenue Bonds, Series 1999-C (St. Francis'
Hospital, Poughkeepsie, New York Civic Facility),
(The Bank of New York),
6.82%, 10-5-00 ...................................................... 4,000 4,000,000
Putnam Hospital Center, Multi-Mode Revenue Bonds,
Series 1999 (The Bank of New York),
6.82%, 10-4-00 ...................................................... 3,500 3,500,000
Town of Hempstead, Industrial Development Agency,
Variable Rate Demand Taxable Industrial
Development Revenue Bonds, Series 1996
(1500 Hempstead TPK, LLC Facility), (The
Bank of New York),
6.82%, 10-5-00 ...................................................... 3,030 3,030,000
Total ............................................................... 23,340,000
NORTH CAROLINA - 0.20%
Wake Forest University, Taxable Variable Rate Demand Bonds, Series 1997
(Wachovia Bank, N.A.),
6.62%, 10-4-00 ...................................................... 1,800 1,800,000
OHIO - 1.70%
State of Ohio, Taxable Solid Waste Revenue
Bonds, Series 2000, Taxable (BP Exploration &
Oil Inc. Project - BP Amoco P.L.C. Guarantor),
6.56%, 10-4-00 ...................................................... 15,000 15,000,000
PENNSYLVANIA - 2.00%
Montgomery County Industrial Development
Authority, Federally Taxable Variable
Rate Demand Revenue Bonds (Neose
Technologies, Inc. Project), Series
B of 1997 (First Union National Bank),
6.619672%, 10-4-00 .................................................. 9,850 9,850,000
Berks County Industrial Development Authority
(Commercial Facilities Project), Series
B of 1995 (First Union National Bank),
6.73%, 10-4-00 ...................................................... 7,885 7,885,000
Total ............................................................... 17,735,000
</TABLE>
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
<PAGE>
THE INVESTMENTS OF
WADDELL & REED ADVISORS CASH MANAGEMENT, INC.
SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
<S> <C> <C>
MUNICIPAL OBLIGATIONS (CONTINUED)
TEXAS - 2.98%
Metrocrest Hospital Authority, Series 1989A
(The Bank of New York),
6.62%, 10-25-00 .................................... $16,500 $ 16,427,148
Dallas Area Rapid Transit, Sales Tax Revenue
Commercial Paper Notes, Series D
(Westdeutsche Landesbank Girozentrale),
6.54%, 10-11-00 .................................... 10,000 9,981,833
Total .............................................. 26,408,981
VIRGINIA - 0.70%
Virginia Health Services, Inc., Taxable
Variable Rate Demand Bonds, Series 1998
(Wachovia Bank, N.A.),
6.62%, 10-4-00 ..................................... 6,200 6,200,000
TOTAL MUNICIPAL OBLIGATIONS - 33.28% $294,563,694
(Cost: $294,563,694)
TOTAL INVESTMENT SECURITIES - 89.77% $794,580,469
(Cost: $794,580,469)
CASH AND OTHER ASSETS, NET OF LIABILITIES - 10.23% 90,588,546
NET ASSETS - 100.00% $885,169,015
</TABLE>
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>
WADDELL & REED ADVISORS CASH MANAGEMENT, INC.
STATEMENT OF ASSETS AND LIABILITIES
SEPTEMBER 30, 2000
(IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
<TABLE>
<S> <C>
ASSETS
Investment securities - at value (Note 1) ................................. $794,580
Cash....................................................................... 3,852
Receivables:
Fund shares sold ....................................................... 90,031
Interest ............................................................... 5,685
Prepaid insurance premium ................................................. 25
--------
Total assets ......................................................... 894,173
--------
LIABILITIES
Payable to Fund shareholders .............................................. 8,289
Dividends payable ......................................................... 406
Accrued transfer agency and dividend
disbursing (Note 2) .................................................... 253
Accrued management fee (Note 2) ........................................... 20
Accrued accounting services fee (Note 2) .................................. 8
Accrued service fee (Note 2) .............................................. 2
Other...................................................................... 26
--------
Total liabilities .................................................... 9,004
--------
Total net assets .................................................. $885,169
========
NET ASSETS
$0.01 par value capital stock, authorized -- 5,000,000;
Class A shares outstanding - 874,681
Class B shares outstanding - 2,354
Class C shares outstanding - 1,165
Waddell & Reed Money Market Class C shares
outstanding - 6,969
Capital stock .......................................................... $ 8,852
Additional paid-in capital ............................................. 876,317
--------
Net assets applicable to outstanding
units of capital .................................................. $885,169
========
Net asset value, redemption and offering price
per share for all classes ................................................. $1.00
=====
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>
WADDELL & REED ADVISORS CASH MANAGEMENT, INC.
STATEMENT OF OPERATIONS
(IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE FOR THE
FISCAL FISCAL YEAR
PERIOD ENDED ENDED
SEPTEMBER 30, JUNE 30,
2000 2000
------------- -----------
<S> <C> <C>
INVESTMENT INCOME
Interest and amortization (Note 1B) ...................... $13,722 $45,003
------- -------
Expenses (Note 2):
Investment management fee .......................... 819 3,052
Transfer agency and dividend disbursing:
Class A........................................... 670 2,699
Class B .......................................... 2 3
Class C .......................................... 1 1
Waddell & Reed Money Market Class C .............. 2 15
Accounting services fee ............................ 23 76
Distribution fee:
Class B .......................................... 6 13
Class C .......................................... 2 2
Waddell & Reed Money Market Class C .............. 15 60
Custodian fees ..................................... 22 96
Service fee:
Class B .......................................... 2 5
Class C .......................................... 1 1
Waddell & Reed Money Market Class C .............. 5 19
Audit fees ......................................... 7 11
Legal fees ......................................... 2 29
Other .............................................. 87 302
------- -------
Total expenses ................................... 1,666 6,384
------- -------
Net investment income ......................... 12,056 38,619
------- -------
Net increase in net assets resulting
from operations .......................... $12,056 $38,619
======= =======
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>
WADDELL & REED ADVISORS CASH MANAGEMENT, INC.
STATEMENT OF CHANGES IN NET ASSETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE FOR THE FISCAL
FISCAL YEAR ENDED
PERIOD ENDED JUNE 30,
SEPTEMBER 30, -------------------------
2000 2000 1999
--------- -------- --------
<S> <C> <C> <C>
INCREASE IN NET ASSETS
Operations:
Net investment income .................................. $12,056 $38,619 $28,632
-------- -------- --------
Net increase in net assets
resulting from operations ......................... 12,056 38,619 28,632
-------- -------- --------
Dividends to shareholders from net investment income:*
Class A ................................................ (11,900) (38,178) (28,425)
Class B ................................................ (40) (81) ---
Class C ................................................ (14) (14) ---
Waddell & Reed Money Market
Class C .............................................. (102) (346) (207)
-------- -------- --------
(12,056) (38,619) (28,632)
-------- -------- --------
Capital share transactions (Note 3) ....................... 89,956 123,445 135,314
-------- -------- --------
Total increase ......................................... 89,956 123,445 135,314
NET ASSETS
Beginning of period ....................................... 795,213 671,768 536,454
-------- -------- --------
End of period ............................................. $885,169 $795,213 $671,768
======== ======== ========
Undistributed net investment
income ............................................... $--- $--- $---
==== ==== ====
</TABLE>
*See "Financial Highlights" on pages - .
SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>
WADDELL & REED ADVISORS CASH MANAGEMENT, INC.
FINANCIAL HIGHLIGHTS
CLASS A SHARES
FOR A SHARE OF CAPITAL STOCK OUTSTANDING
THROUGHOUT EACH PERIOD:
<TABLE>
<CAPTION>
FOR THE
FISCAL
PERIOD FOR THE FISCAL YEAR ENDED JUNE 30,
ENDED ----------------------------------------------------------------
9/30/00 2000 1999 1998 1997 1996
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of
period .................... $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
-------- -------- -------- -------- -------- --------
Net investment
income .................... 0.0148 0.0511 0.0455 0.0484 0.0472 0.0487
Less dividends
declared .................. (0.0148) (0.0511) (0.0455) (0.0484) (0.0472) (0.0487)
-------- -------- -------- -------- -------- --------
Net asset value,
end of period ............. $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
======== ======== ======== ======== ======== ========
Total return.................. 1.50% 5.18% 4.67% 4.93% 4.80% 5.01%
Net assets, end of
period (in
millions) ................. $875 $782 $667 $533 $514 $402
Ratio of expenses to
average net
assets .................... 0.81%* 0.83% 0.83% 0.89% 0.87% 0.91%
Ratio of net
investment income
to average net
assets .................... 5.92%* 5.08% 4.54% 4.84% 4.70% 4.89%
</TABLE>
*Annualized.
SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>
WADDELL & REED ADVISORS CASH MANAGEMENT, INC.
FINANCIAL HIGHLIGHTS
CLASS B SHARES
FOR A SHARE OF CAPITAL STOCK OUTSTANDING
THROUGHOUT EACH PERIOD:
<TABLE>
<CAPTION>
FOR THE FOR THE
FISCAL PERIOD
PERIOD FROM 9/9/99*
ENDED THROUGH
9/30/00 6/30/00
-------- --------
<S> <C> <C>
Net asset value,
beginning of
period .......................... $1.00 $1.00
-------- --------
Net investment
income .......................... 0.0133 0.0346
Less dividends
declared ........................ (0.0133) (0.0346)
-------- --------
Net asset value,
end of period ................... $1.00 $1.00
======== =========
Total return........................ 1.37% 3.43%
Net assets, end of
period (in
millions) ....................... $2 $3
Ratio of expenses to
average net
assets .......................... 1.43%** 1.67%**
Ratio of net
investment income
to average net
assets .......................... 5.29%** 4.49%**
</TABLE>
*Commencement of operations.
**Annualized.
SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>
WADDELL & REED ADVISORS CASH MANAGEMENT, INC.
FINANCIAL HIGHLIGHTS
CLASS C SHARES
FOR A SHARE OF CAPITAL STOCK OUTSTANDING
THROUGHOUT EACH PERIOD:
<TABLE>
<CAPTION>
FOR THE FOR THE
FISCAL PERIOD
PERIOD FROM 9/9/99*
ENDED THROUGH
9/30/00 6/30/00
-------- --------
<S> <C> <C>
Net asset value,
beginning of
period .......................... $1.00 $1.00
-------- --------
Net investment
income .......................... 0.0126 0.0335
Less dividends
declared ........................ (0.0126) (0.0335)
-------- --------
Net asset value,
end of period ................... $1.00 $1.00
======== ========
Total return ....................... 1.29% 3.32%
Net assets, end of
period (in
millions) ....................... $1 $1
Ratio of expenses to
average net
assets .......................... 1.68%** 1.82%**
Ratio of net
investment income
to average net
assets .......................... 5.05%** 4.45%**
</TABLE>
*Commencement of operations.
**Annualized.
SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>
WADDELL & REED ADVISORS CASH MANAGEMENT, INC.
FINANCIAL HIGHLIGHTS
WADDELL & REED MONEY MARKET CLASS C SHARES (A)
FOR A SHARE OF CAPITAL STOCK OUTSTANDING
THROUGHOUT EACH PERIOD:
<TABLE>
<CAPTION>
FOR THE
FOR THE PERIOD
FISCAL FOR THE FISCAL FROM
PERIOD YEAR ENDED JUNE 30, 9-5-95*
ENDED ------------------------------------------------- THROUGH
9-30-00 2000 1999 1998 1997 6-30-96
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of
period .......................... $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
-------- -------- -------- -------- -------- --------
Net investment
income .......................... 0.0128 0.0426 0.0371 0.0403 0.0407 0.0312
Less dividends
declared ........................ (0.0128) (0.0426) (0.0371) (0.0403) (0.0407) (0.0312)
-------- -------- -------- -------- -------- --------
Net asset value,
end of period ................... $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
======== ======== ======== ======== ======== ========
Total return........................ 1.30% 3.86% 3.79% 4.10% 4.13% 3.15%
Net assets, end of
period (in
millions) ....................... $7 $9 $5 $4 $4 $1
Ratio of expenses to
average net
assets .......................... 1.57%** 1.77% 1.60% 1.71% 1.48% 1.88%**
Ratio of net
investment income
to average net
assets .......................... 5.15%** 4.63% 3.77% 4.03% 4.14% 3.76%**
</TABLE>
*Commencement of operations.
**Annualized.
(A) See Note 3.
SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>
WADDELL & REED ADVISORS CASH MANAGEMENT, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
NOTE 1 -- SIGNIFICANT ACCOUNTING POLICIES
Waddell & Reed Advisors Cash Management, Inc. (the "Fund") is registered
under the Investment Company Act of 1940 as a diversified, open-end management
investment company. Its investment objective is to seek maximum current income
to the extent consistent with stability of principal by investing in a portfolio
of money market instruments meeting specified quality standards. Effective for
the fiscal period ended September 30, 2000, the Fund changes its fiscal year end
for both financial reporting and Federal income tax purposes to September 30
from June 30. The following is a summary of significant accounting policies
consistently followed by the Fund in the preparation of its financial
statements. The policies are in conformity with accounting principles generally
accepted in the United States of America.
A. Security valuation -- The Fund invests only in money market securities with
maturities or irrevocable put options within 397 days. 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 Subchapter M of 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.
The preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
and disclosures in the financial statements. Actual results could differ from
those estimates.
NOTE 2 -- INVESTMENT MANAGEMENT AND PAYMENTS TO AFFILIATED PERSONS
The Fund pays a fee for investment management services. The fee is computed
daily based on the net asset value at the close of business. The
<PAGE>
fee is payable by the Fund at the annual rate of 0.40% of net assets. 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.
<TABLE>
<CAPTION>
ACCOUNTING SERVICES FEE
Average
Net Asset Level Annual Fee
(all dollars in millions) Rate for Each Level
------------------------- -------------------
<S> <C>
From $ 0 to $ 10 $ 0
From $ 10 to $ 25 $ 11,000
From $ 25 to $ 50 $ 22,000
From $ 50 to $ 100 $ 33,000
From $ 100 to $ 200 $ 44,000
From $ 200 to $ 350 $ 55,000
From $ 350 to $ 550 $ 66,000
From $ 550 to $ 750 $ 77,000
From $ 750 to $1,000 $ 93,500
$1,000 and Over $110,000
</TABLE>
In addition, for each class of shares in excess of one, the Fund pays
WARSCO a monthly per-class fee equal to 2.5% of the monthly base fee.
Prior to September 1, 2000, the Accounting Services Agreement was as shown
in the following table.
<TABLE>
<CAPTION>
ACCOUNTING SERVICES FEE
Average
Net Asset Level Annual Fee
(all dollars in millions) Rate for Each Level
------------------------- -------------------
<S> <C>
From $ 0 to $ 10 $ 0
From $ 10 to $ 25 $ 10,000
From $ 25 to $ 50 $ 20,000
From $ 50 to $ 100 $ 30,000
From $ 100 to $ 200 $ 40,000
From $ 200 to $ 350 $ 50,000
From $ 350 to $ 550 $ 60,000
From $ 550 to $ 750 $ 70,000
From $ 750 to $1,000 $ 85,000
$1,000 and Over $100,000
</TABLE>
Under the Shareholder Servicing Agreement, with respect to Class A, Class
B, Class C and Waddell & Reed Money Market C shares, the Fund pays
<PAGE>
WARSCO a monthly fee of $1.75 for each shareholder account which was in
existence at any time during the prior month and, for Class A shares, $.75 for
each shareholder check it processes. The Fund also reimburses W&R and WARSCO for
certain out-of-pocket costs.
The Fund has adopted 12b-1 plans for Class B, Class C and Waddell & Reed
Money Market C shares. Under the plans, the Fund pays W&R daily a distribution
fee not to exceed, on an annual basis, 0.75% of the net assets of the affected
class and a service fee not to exceed, on an annual basis, 0.25% of the net
assets of the affected class. During the period ended September 30, 2000, W&R
paid no sales commissions.
During the period ended September 30, 2000, the Distributor received
$3,370, $715 and $308 in deferred sales charges for Class B, Class C and Waddell
& Reed Money Market C shares, respectively.
The Fund paid Directors' fees of $6,610, which are included in other
expenses.
W&R is a subsidiary of Waddell & Reed Financial, Inc., a holding company,
and a direct subsidiary of Waddell & Reed Financial Services, Inc., a holding
company.
NOTE 3 -- MULTICLASS OPERATIONS
The Fund offers three classes of shares: Class A, Class B and Class C. Each
class represents an interest in the same assets of the Fund and differs as
follows: each class of shares has exclusive voting rights on matters
appropriately limited to that class; Class B and Class C shares are subject to a
CDSC and to an ongoing distribution and service fee; Class B shares that have
been held by a shareholder for seven years will convert automatically, at the
end of the seventh calendar year following the first year of purchase, to Class
A shares of the Fund, and such conversion will be made, without charge or fee,
on the basis of the relative net asset values of the two classes; each class may
bear differing amounts of certain class-specific expenses; and each class has a
separate exchange privilege. A comprehensive discussion of the terms under which
shares of each class are offered is contained in the Prospectus and the
Statement of Additional Information for the Fund.
Income, non-class specific expenses, and realized and unrealized gains and
losses are allocated daily to each class of shares based on the value of their
relative net assets as of the beginning of each day adjusted for the prior day's
capital share activity.
Waddell & Reed Money Market Class B shares were combined with Waddell &
Reed Money Market Class C shares effective March 24, 2000 and were redesignated
Waddell & Reed Money Market Class C shares.
Transactions in capital stock are summarized below. Amounts are in
thousands. The number of shares transacted during the periods corresponds to the
dollar amounts included in this table because shares are recorded at $1.00 per
share.
<PAGE>
<TABLE>
<CAPTION>
FOR THE
FISCAL PERIOD FOR THE FISCAL
ENDED YEAR ENDED JUNE 30,
SEPTEMBER 30, -------------------------------
2000 2000 1999
------------ ------------ ------------
<S> <C> <C> <C>
Value issued from sale
of shares:
Class A ............ $1,354,210 $5,022,749 $2,528,520
Class B............. 893 8,764 ---
Class C............. 879 1,548 ---
Waddell & Reed Class B --- 13,885 12,293
Waddell & Reed Class C 340 22,158 ---
Value issued from
reinvestment of dividends:
Class A ............ 11,295 35,182 27,258
Class B............. 41 75 ---
Class C............. 13 13 ---
Waddell & Reed Class B --- 173 195
Waddell & Reed Class C 100 139 ---
Value redeemed:
Class A ............ (1,272,641) (4,943,269) (2,421,463)
Class B............. (2,022) (5,397) ---
Class C............. (649) (640) ---
Waddell & Reed Class B --- (18,671) (11,489)
Waddell & Reed Class C (2,503) (13,264) ---
-------- --------- ---------
Increase in
outstanding capital $ 89,956 $ 123,445 $ 135,314
========== ========== ==========
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders,
Waddell & Reed Advisors Cash Management, Inc.:
We have audited the accompanying statement of assets and liabilities, including
the schedule of investments, of Waddell & Reed Advisors Cash Management, Inc.
(the "Fund") as of September 30, 2000, and the related statements of operations
for the fiscal period then ended and the fiscal year ended June 30, 2000, the
statements of changes in net assets for the fiscal period ended September 30,
2000, and each of the two fiscal years in the period ended June 30, 2000, and
the financial highlights for the fiscal period ended September 30, 2000 and for
each of the five fiscal years in the period ended June 30, 2000. These financial
statements and the financial highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion on these financial
statements and the financial highlights based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements and the financial highlights are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included confirmation of
securities owned as of September 30, 2000, by correspondence with the custodian.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Waddell & Reed Advisors Cash Management, Inc. as of September 30, 2000, the
results of its operations for the fiscal period then ended and the fiscal year
ended June 30, 2000, the changes in its net assets for the fiscal period ended
September 30, 2000, and each of the two fiscal years in the period ended June
30, 2000, and the financial highlights for the fiscal period ended September 30,
2000, and for each of the five fiscal years in the period ended June 30, 2000,
in conformity with accounting principles generally accepted in the United States
of America.
/s/ Deloitte & Touche LLP
-------------------------
Deloitte & Touche LLP
Kansas City, Missouri
November 3, 2000
<PAGE>
REGISTRATION STATEMENT
PART C
OTHER INFORMATION
23. Exhibits: Waddell & Reed Advisors Cash Management, Inc.
(a) Articles of Incorporation, as amended, filed by EDGAR
on October 29, 1998 as EX-99.B1-charter to
Post-Effective Amendment No. 33 to the Registration
Statement on Form N-1A*
Articles Supplementary filed by EDGAR on July 2, 1999 as
EX-99.B(a)cmartsup to Post-Effective Amendment No. 34 to
the Registration Statement on Form N-1A*
Articles of Amendment filed by EDGAR on June 30, 2000 as
EX-99.B(a)cmartsup to Post-Effective Amendment No. 36 to
the Registration Statement on Form N-1A*
Articles of Amendment filed by EDGAR on October 30, 2000
as EX-99.B(a)cmartamend to Amendment No. 32 to the
Registration Statement on Form N-1A*
(b) Bylaws, filed by EDGAR on October 29, 1996 as
EX-99.B2-cmbylaw to Post-Effective Amendment No. 30 to
the Registration Statement on Form N-1A*
Amendment to Bylaws filed by EDGAR on July 2, 1999 as
EX-99.B(b)cmbylaw2 to Post-Effective Amendment No. 34 to
the Registration Statement on Form N-1A*
Amendment to Bylaws filed by EDGAR on October 30, 2000 as
EX-99.B(b)cmbylaw to Amendment No. 32 to the Registration
Statement on Form N-1A*
(c) Not applicable
(d) Investment Management Agreement, as amended, filed by
EDGAR on July 7, 1995 as EX-99.B(5)-cmima to
Post-Effective Amendment No. 28 to the Registration
Statement on Form N-1A*
Assignment of the Investment Management Agreement, filed
by EDGAR on July 7, 1995 as EX-99.B5-cmassign to
Post-Effective Amendment No. 28 to the Registration
Statement on Form N-1A*
Fee Schedule (Exhibit A) to the Investment Management
Agreement, as amended, filed by EDGAR on July 2, 1999 as
EX-99.B(d)cmimafee to Post-Effective Amendment No. 34 to
the Registration Statement on Form N-1A*
(e) Underwriting Agreement, filed by EDGAR on July 7, 1995 as
EX-99.B6-cmua to Post-Effective Amendment No. 28 to the
Registration Statement on Form N-1A*
(f) Not applicable
<PAGE>
(g) Custodian Agreement, as amended, filed by EDGAR on June
30, 2000 as EX-99.B(g)cmca to Post-Effective Amendment
No. 36 to the Registration Statement on Form N-1A*
(h) Accounting Services Agreement, filed by EDGAR on July 7,
1995 as EX-99.B9-cmasa to Post-Effective Amendment No. 28
to the Registration Statement on Form N-1A*
Amendment to Accounting Services Agreement filed by EDGAR
on October 30, 2000 as EX-99.B(h)cmasaamend to Amendment
No. 32 to the Registration Statement on Form N-1A*
Shareholder Servicing Agreement, filed by EDGAR on
October 29, 1998 as EX-99.B(9)-cmssa to Post-Effective
Amendment No. 33 to the Registration Statement on Form
N-1A*
Compensation Table (Exhibit B) to Shareholder Servicing
Agreement filed by EDGAR on August 30, 1999 as
EX-99.B(h)cmssacom to Post-Effective Amendment No. 35 to
the Registration Statement on Form N-1A*
Fidelity Bond Coverage (Exhibit C), as amended, to the
Shareholder Servicing Agreement filed by EDGAR on
October 30, 2000 as EX-99.B(h)cmssafidbd to Amendment No.
32 to the Registration Statement on Form N-1A*
(i) Opinion and Consent of Counsel, attached hereto as
EX-99.B(i)cmlegopn
(j) Consent of Deloitte & Touche LLP, Independent
Accountants, attached hereto as EX-99.B(j)cmconsnt
(k) Not applicable
(l) Not applicable
(m) Service Plan, filed by EDGAR on July 7, 1995 as
EX-99.B15-cmspcb to Post-Effective Amendment No. 28 to
the Registration Statement on Form N-1A*
Distribution and Service Plan for Class B shares filed
by EDGAR on August 30, 1999 as EX-99.B(m)cmdspb to
Post-Effective Amendment No. 35 to the Registration
Statement on Form N-1A*
Distribution and Service Plan for Class C shares filed
by EDGAR on August 30, 1999 as EX-99.B(m)cmdspc to
Post-Effective Amendment No. 35 to the Registration
Statement on Form N-1A*
Distribution and Service Plan for United
Cash Management, Inc. for Waddell & Reed Money Market C
shares filed by EDGAR on August 30, 1999 as
EX-99.B(m)cmdspmmc to Post-Effective Amendment No. 35
to the Registration Statement on Form N-1A*
<PAGE>
(n) Not applicable
(o) Multiple Class Plan, as amended, filed by EDGAR on June
30, 2000 as EX-99.B(o)cmmcp to Post-Effective Amendment
No. 36 to the Registration Statement on Form N-1A*
(p) Code of Ethics, as revised, attached hereto as
EX-99.B(p)cmcode
24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
None
25. INDEMNIFICATION
Reference is made to Article SEVENTH paragraph 6(b) through 6(f) of the
Articles of Incorporation, as amended, filed on October 29, 1998 as
EX.99.B1-charter to Post-Effective Amendment No. 33 to the Registration
Statement on Form N-1A*, Article IX of the Bylaws filed by EDGAR on October
30, 2000 as EX-99.B(b)cmbylaw to Amendment No. 32 to the Registration
Statement on Form N-1A* and to Article IV of the Underwriting Agreement,
filed July 7, 1995 as EX.99.B6-cmua to Post-Effective Amendment No. 28 to
the Registration Statement on Form N-1A*, each of which provides
indemnification. Also refer to Section 2-418 of the Maryland General
Corporation Law regarding indemnification of directors, officers, employees
and agents.
Registrant undertakes to carry out all indemnification provisions of its
Articles of Incorporation, Bylaws, and the above-described contracts in
accordance with the Investment Company Act Release No. 11330 (September 4,
1980) and successor releases.
Insofar as indemnification for liability arising under the 1933 Act, as
amended, may be provided to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
of the Registrant of expenses incurred or paid by a director, officer of
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT MANAGER
Waddell & Reed Investment Management Company ("WRIMCO") is the investment
manager of the Registrant. Under the terms of an
<PAGE>
Investment Management Agreement between Waddell & Reed, Inc. and the
Registrant, Waddell & Reed, Inc. is to provide investment management
services to the Registrant. Waddell & Reed, Inc. assigned its investment
management duties under this agreement to WRIMCO on January 8, 1992. WRIMCO
is a corporation which is not engaged in any business other than the
provision of investment management services to those registered investment
companies described in Part A and Part B of this Post-Effective Amendment
and to other investment advisory clients.
Each director and executive officer of WRIMCO has had as his sole business,
profession, vocation or employment during the past two years only his
duties as an executive officer and/or employee of WRIMCO or its
predecessors, except as to persons who are directors and/or officers of the
Registrant and have served in the capacities shown in the Statement of
Additional Information of the Registrant. The address of the officers is
6300 Lamar Avenue, Shawnee Mission, Kansas 66202-4200.
As to each director and officer of WRIMCO, reference is made to the
Prospectus and SAI of this Registrant.
27. PRINCIPAL UNDERWRITER
(a) Waddell & Reed, Inc. is the principal underwriter. It is also the
principal underwriter to the following investment companies:
Waddell & Reed Advisors Funds, Inc.
Waddell & Reed Advisors International Growth Fund, Inc.
Waddell & Reed Advisors Continental Income Fund, Inc.
Waddell & Reed Advisors Vanguard Fund, Inc.
Waddell & Reed Advisors Retirement Shares, Inc.
Waddell & Reed Advisors Municipal Bond Fund, Inc.
Waddell & Reed Advisors High Income Fund, Inc.
Waddell & Reed Advisors Government Securities Fund, Inc.
Waddell & Reed Advisors New Concepts Fund, Inc.
Waddell & Reed Advisors Municipal High Income Fund, Inc.
Waddell & Reed Advisors Global Bond Fund, Inc.
Waddell & Reed Advisors Asset Strategy Fund, Inc.
Waddell & Reed Advisors Small Cap Fund, Inc.
Waddell & Reed Advisors Tax-Managed Equity Fund, Inc.
Waddell & Reed Advisors Value Fund, Inc.
Waddell & Reed Advisors Municipal Money Market Fund, Inc.
W&R Funds, Inc.
Advantage I
Advantage II
Advantage Plus
Advantage Gold
(b) The information contained in the underwriter's application on Form BD
as filed on November 30, 2000 SEC No. 8-27030, under the Securities
Exchange Act of 1934, is herein incorporated by reference.
(c) No compensation was paid by the Registrant to any principal
underwriter who is not an affiliated person of the Registrant or
<PAGE>
any affiliated person of such affiliated person.
28. LOCATION OF ACCOUNTS AND RECORDS
The accounts, books and other documents required to be maintained by
Registrant pursuant to Section 31(a) of the Investment Company Act and
rules promulgated thereunder are under the possession of Mr. Robert L.
Hechler and Ms. Kristen A. Richards, as officers of the Registrant, each of
whose business address is Post Office Box 29217, Shawnee Mission, Kansas
66201-9217.
29. MANAGEMENT SERVICES
There is no service contract other than as discussed in Part A and B of
this Post-Effective Amendment and listed in response to Items 23.(h) and
23.(m) hereof.
30. NOT APPLICABLE
Not applicable
---------------------------------
*Incorporated herein by reference
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That each of the undersigned, WADDELL &
REED ADVISORS ASSET STRATEGY FUND, INC., WADDELL & REED ADVISORS CASH
MANAGEMENT, INC., WADDELL & REED ADVISORS CONTINENTAL INCOME FUND, INC., WADDELL
& REED ADVISORS FUNDS, INC., WADDELL & REED ADVISORS GOVERNMENT SECURITIES FUND,
INC., WADDELL & REED ADVISORS HIGH INCOME FUND, INC., WADDELL & REED ADVISORS
GLOBAL BOND FUND, INC., WADDELL & REED ADVISORS INTERNATIONAL GROWTH FUND, INC.,
WADDELL & REED ADVISORS MUNICIPAL BOND FUND, INC., WADDELL & REED ADVISORS
MUNICIPAL HIGH INCOME FUND, INC., WADDELL & REED ADVISORS MUNICIPAL MONEY MARKET
FUND, INC., WADDELL & REED ADVISORS NEW CONCEPTS FUND, INC., WADDELL & REED
ADVISORS RETIREMENT SHARES, INC., WADDELL & REED ADVISORS SMALL CAP FUND, INC.,
WADDELL & REED ADVISORS TAX-MANAGED EQUITY FUND, INC., WADDELL & REED ADVISORS
VALUE FUND, INC., WADDELL & REED ADVISORS VANGUARD FUND, INC., W&R TARGET FUNDS,
INC. AND W&R FUNDS, INC. (each hereinafter called the "Corporation"), and
certain directors and officers for the Corporation, do hereby constitute and
appoint KEITH A. TUCKER, ROBERT L. HECHLER, DANIEL C. SCHULTE and KRISTEN A.
RICHARDS, and each of them individually, their true and lawful attorneys and
agents to take any and all action and execute any and all instruments which said
attorneys and agents may deem necessary or advisable to enable each Corporation
to comply with the Securities Act of 1933 and/or the Investment Company Act of
1940, as amended, and any rules, regulations, orders or other requirements of
the United States Securities and Exchange Commission thereunder, in connection
with the registration under the Securities Act of 1933 and/or the Investment
Company Act of 1940, as amended, including specifically, but without limitation
of the foregoing, power and authority to sign the names of each of such
directors and officers in his/her behalf as such director or officer as
indicated below opposite his/her signature hereto, to any Registration Statement
and to any amendment or supplement to the Registration Statement filed with the
Securities and Exchange Commission under the Securities Act of 1933 and/or the
Investment Company Act of 1940, as amended, and to any instruments or documents
filed or to be filed as a part of or in connection with such Registration
Statement or amendment or supplement thereto; and each of the undersigned hereby
ratifies and confirms all that said attorneys and agents shall do or cause to be
done by virtue hereof.
Date: August 16, 2000 /s/Robert L. Hechler
--------------------------
Robert L. Hechler, President
<TABLE>
<S> <C> <C>
/s/Keith A. Tucker Chairman of the Board August 16, 2000
------------------- -----------------
Keith A. Tucker
/s/Robert L. Hechler President, Principal August 16, 2000
-------------------- Financial Officer and -----------------
Robert L. Hechler Director
<PAGE>
/s/Henry J. Herrmann Vice President and August 16, 2000
-------------------- Director -----------------
Henry J. Herrmann
/s/Theodore W. Howard Vice President, Treasurer August 16, 2000
-------------------- and Principal Accounting -----------------
Theodore W. Howard Officer
/s/James M. Concannon Director August 16, 2000
-------------------- -----------------
James M. Concannon
/s/John A. Dillingham Director August 16, 2000
-------------------- -----------------
John A. Dillingham
/s/David P. Gardner Director August 16, 2000
------------------- -----------------
David P. Gardner
/s/Linda K. Graves Director August 16, 2000
-------------------- -----------------
Linda K. Graves
/s/Joseph Harroz, Jr. Director August 16, 2000
-------------------- -----------------
Joseph Harroz, Jr.
/s/John F. Hayes Director August 16, 2000
-------------------- -----------------
John F. Hayes
/s/Glendon E. Johnson Director August 16, 2000
-------------------- -----------------
Glendon E. Johnson
/s/William T. Morgan Director August 16, 2000
-------------------- -----------------
William T. Morgan
<PAGE>
/s/Ronald C. Reimer Director August 16, 2000
-------------------- -----------------
Ronald C. Reimer
/s/Frank J. Ross, Jr. Director August 16, 2000
-------------------- -----------------
Frank J. Ross, Jr.
/s/Eleanor B. Schwartz Director August 16, 2000
-------------------- -----------------
Eleanor B. Schwartz
/s/Frederick Vogel III Director August 16, 2000
-------------------- -----------------
Frederick Vogel III
</TABLE>
Attest:
/s/Kristen A. Richards
--------------------------
Kristen A. Richards
Secretary
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, and/or the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Post-Effective Amendment pursuant to
rule 485(b) of the Securities Act of 1933, and the Registrant has duly caused
this Post-Effective Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Overland Park, and State of Kansas, on
the 15th day of December, 2000.
WADDELL & REED ADVISORS CASH MANAGEMENT, INC.
By /s/ Robert L. Hechler*
-------------------------
Robert L. Hechler, President
Pursuant to the requirements of the Securities Act of 1933, and/or the
Investment Company Act of 1940, this Post-Effective Amendment has been signed
below by the following persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signatures Title
---------- -----
/s/Keith A. Tucker* Chairman of the Board December 15, 2000
---------------------- ----------------
Keith A. Tucker
/s/Robert L. Hechler* President December 15, 2000
---------------------- Principal Financial Officer ----------------
Robert L. Hechler and Director
/s/Henry J. Herrmann* Vice President and Director December 15, 2000
---------------------- ----------------
Henry J. Herrmann
/s/Theodore W. Howard* Vice President, Treasurer December 15, 2000
---------------------- and Principal Accounting ----------------
Theodore W. Howard Officer
/s/James M. Concannon* Director December 15, 2000
------------------- ----------------
James M. Concannon
/s/John A. Dillingham* Director December 15, 2000
------------------- ----------------
John A. Dillingham
/s/David P. Gardner* Director December 15, 2000
------------------- ----------------
David P. Gardner
<PAGE>
/s/Linda K. Graves* Director December 15, 2000
------------------- ----------------
Linda Graves
/s/Joseph Harroz, Jr.* Director December 15, 2000
------------------- ----------------
Joseph Harroz, Jr.
/s/John F. Hayes* Director December 15, 2000
------------------- ----------------
John F. Hayes
/s/Glendon E. Johnson* Director December 15, 2000
------------------- ----------------
Glendon E. Johnson
/s/William T. Morgan* Director December 15, 2000
------------------- ----------------
William T. Morgan
/s/Ronald C. Reimer* Director December 15, 2000
------------------- ----------------
Ronald C. Reimer
/s/Frank J. Ross, Jr.* Director December 15, 2000
------------------- ----------------
Frank J. Ross, Jr.
/s/Eleanor B. Schwartz* Director December 15, 2000
------------------- ----------------
Eleanor B. Schwartz
/s/Frederick Vogel III* Director December 15, 2000
------------------- ----------------
Frederick Vogel III
</TABLE>
*By /s/Kristen A. Richards
--------------------------
Kristen A. Richards
Attorney-in-Fact
ATTEST: /s/Daniel C. Schulte
----------------------------
Daniel C. Schulte
Assistant Secretary
