WADDELL & REED ADVISORS GOVERNMENT SECURITIES FUND INC
485BPOS, 2000-12-14
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<PAGE>
                                                                File No. 2-77329
                                                               File No. 811-3458

                       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. 29

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
OF 1940                                                     X

                                Amendment No. 26


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

6300 Lamar Avenue, Overland Park, Kansas City                  66202-4200
--------------------------------------------------------------------------------
   (Address of Principal Executive Office)                     (Zip Code)

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

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

It is proposed that this filing will become effective

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

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

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

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

<PAGE>


                                                                      PROSPECTUS
                                                               DECEMBER 15, 2000


                   Waddell & Reed Advisors Funds

                                 FIXED INCOME &
                                 MONEY MARKET FUNDS

                                 Bond Fund               [GRAPHIC]

                                 Global Bond Fund        [GRAPHIC]


                                 Government Securities Fund


                                 High Income Fund


                                 Municipal Bond Fund


                                 Municipal High Income Fund


                                 Municipal Money Market Fund


                                 Cash Management


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


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

CONTENTS

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



2
<PAGE>

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

          GOAL
          WADDELL & REED ADVISORS
          BOND FUND

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

PRINCIPAL STRATEGIES

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

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

-  financial strength

-  cash flow

-  management

-  borrowing requirements

-  responsiveness to changes in interest rates and business conditions.

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


                                                                               3
<PAGE>

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

PRINCIPAL RISKS OF INVESTING IN THE FUND

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

-    prepayment of higher-yielding bonds held by the Fund

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

-    changes in the maturities of bonds owned by the Fund

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

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

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

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


4
<PAGE>

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

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

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

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

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

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

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


[CHART]

CHART OF YEAR-BY-YEAR RETURNS

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

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



                                                                               5
<PAGE>

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

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

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


6
<PAGE>

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

BOND FUND

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

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

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

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

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

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



                                                                               7
<PAGE>

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

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

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

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


8
<PAGE>

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


          GOALS
          WADDELL & REED ADVISORS
          GLOBAL BOND FUND, INC.


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



PRINCIPAL STRATEGIES



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



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



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



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



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



                                                                               9
<PAGE>


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



-    maturity of the issue



-    quality of the issue



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



-    domicile of the issuer.



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



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



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



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



-    changes in the maturities of bonds owned by the Fund



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



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



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



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



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


10
<PAGE>

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


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



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



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



                                                                              11
<PAGE>

PERFORMANCE

GLOBAL BOND FUND

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

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

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

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

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

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

[GRAPH]

CHART OF YEAR-BY-YEAR RETURNS(1)

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

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


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



12
<PAGE>

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

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

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


                                                                              13
<PAGE>

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

GLOBAL BOND FUND

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

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

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

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

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


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



14
<PAGE>

EXAMPLE


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


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

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

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


                                                                              15
<PAGE>

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


          GOAL
          WADDELL & REED ADVISORS
          GOVERNMENT SECURITIES FUND, INC.


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


PRINCIPAL STRATEGIES

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

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

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

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

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

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

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

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


16
<PAGE>

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

GOVERNMENT SECURITIES FUND

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

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

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

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

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

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

[CHART]

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

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


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



                                                                              17
<PAGE>

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

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

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


18
<PAGE>

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

GOVERNMENT SECURITIES FUND

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

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

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

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

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


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



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

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


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

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

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


20
<PAGE>


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



           GOALS
           WADDELL & REED ADVISORS
           HIGH INCOME FUND, INC.



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




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



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



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



-    financial strength



-    cash flow



-    management



-    borrowing requirements



-    responsiveness to changes in interest rates and business conditions.



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


                                                                              21
<PAGE>

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


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


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



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



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



-    changes in the maturities of bonds owned by the Fund



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



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



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



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



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



22
<PAGE>

PERFORMANCE

HIGH INCOME FUND

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

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

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

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

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

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

[CHART]

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

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


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



                                                                              23
<PAGE>

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

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

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

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


24
<PAGE>

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

HIGH INCOME FUND

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

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

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

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

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


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



                                                                              25
<PAGE>


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

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


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

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


26
<PAGE>

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


          GOAL
          WADDELL & REED ADVISORS
          MUNICIPAL BOND FUND, INC.



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


PRINCIPAL STRATEGIES


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


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

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


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


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

-    the security's current coupon

-    the maturity of the security

-    the relative value of the security

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

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

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


                                                                              27
<PAGE>

PRINCIPAL RISKS OF INVESTING IN THE FUND

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

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


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



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


-    changes in the maturities of bonds owned by the Fund

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

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

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

-    legislation affecting the tax status of municipal bond interest

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

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

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

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

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


28
<PAGE>

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

MUNICIPAL BOND FUND

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

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

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

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

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

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

[CHART]

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

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


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



                                                                              29
<PAGE>

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


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

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


30
<PAGE>

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

MUNICIPAL BOND FUND

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

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

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

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

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


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


                                                                              31
<PAGE>

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


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


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

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


32
<PAGE>

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


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



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


PRINCIPAL STRATEGIES


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


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

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


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


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

-    the security's current coupon

-    the maturity of the security


-    the relative value and market yield of the security


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

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


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


                                                                              33
<PAGE>

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

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

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

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

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

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

-    changes in the maturities of bonds owned by the Fund

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

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

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

-    legislation affecting the tax status of municipal bond interest

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

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

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

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


34
<PAGE>

WHO MAY WANT TO INVEST


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



                                                                              35
<PAGE>

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

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

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

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

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

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

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

[CHART]

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

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


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



36
<PAGE>

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

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


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



                                                                              37
<PAGE>

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

MUNICIPAL HIGH INCOME FUND

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

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

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

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

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


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



38
<PAGE>


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


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

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


                                                                              39
<PAGE>


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



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



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



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



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



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



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



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



40
<PAGE>


PRINCIPAL RISKS OF INVESTING IN THE FUND



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



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



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



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



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



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



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



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



WHO MAY WANT TO INVEST



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



                                                                              41
<PAGE>

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


MUNICIPAL MONEY MARKET FUND


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




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


MUNICIPAL MONEY MARKET FUND


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


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


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



42
<PAGE>

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


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


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



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



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


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



                                                                              43
<PAGE>

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


          GOAL
          WADDELL & REED ADVISORS
          CASH MANAGEMENT, INC.



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


PRINCIPAL STRATEGIES

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

PRINCIPAL RISKS OF INVESTING IN THE FUND

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

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

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

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

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

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


44
<PAGE>


WHO MAY WANT TO INVEST

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


                                                                              45
<PAGE>

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

CASH MANAGEMENT

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

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

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

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

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

[CHART]

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

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

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

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

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


46
<PAGE>

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

CASH MANAGEMENT

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

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

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

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

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

                                                                              47
<PAGE>

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


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


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

<CAPTION>

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

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


48
<PAGE>

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

INVESTMENT GOALS, PRINCIPAL STRATEGIES AND OTHER INVESTMENTS

WADDELL & REED ADVISORS BOND FUND


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


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

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

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


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


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


                                                                              49
<PAGE>


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



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



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



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



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



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



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


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


50
<PAGE>

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

WADDELL & REED ADVISORS GOVERNMENT SECURITIES FUND

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

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

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

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

WADDELL & REED ADVISORS HIGH INCOME FUND

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


                                                                              51
<PAGE>

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


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


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



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



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



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



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



-    emphasize high-grade debt securities.



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



52
<PAGE>

WADDELL & REED ADVISORS MUNICIPAL BOND FUND

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

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


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


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

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

-    U.S. Government securities

-    obligations of domestic banks and certain savings and loan associations

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

-    any of the foregoing obligations subject to repurchase agreements.


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



                                                                              53
<PAGE>

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

-    shorten the average maturity of the Fund's portfolio

-    hold taxable obligations, subject to the limitations stated above

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


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


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


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


WADDELL & REED ADVISORS MUNICIPAL HIGH INCOME FUND

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


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



54
<PAGE>

Under normal market conditions, the Fund will:

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

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

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

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

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

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

-    U.S. Government securities

-    obligations of domestic banks and certain savings and loan associations

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

-    any of the foregoing obligations subject to repurchase agreements.

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

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


                                                                              55
<PAGE>

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



WADDELL & REED ADVISORS MUNICIPAL MONEY MARKET FUND


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


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


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


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


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



56
<PAGE>


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


-    U.S. Government securities


-    obligations of domestic banks and certain savings and loan associations


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


-    any of the foregoing obligations subject to repurchase agreements.


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


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


-    the maturity of the security


-    the relative value of the security.


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


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


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


WADDELL & REED ADVISORS CASH MANAGEMENT

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


                                                                              57
<PAGE>

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

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

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

-    commercial paper

-    corporate debt obligations, including variable amount master demand notes

-    Canadian government obligations

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

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

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

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

-    the maturity of the security

-    the relative value of the security.

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

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


58
<PAGE>

ALL FUNDS


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


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


                                                                              59
<PAGE>

RISK CONSIDERATIONS OF PRINCIPAL STRATEGIES AND OTHER INVESTMENTS

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


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


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


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

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


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



60
<PAGE>


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


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


                                                                              61
<PAGE>

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

CHOOSING A SHARE CLASS


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


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


62
<PAGE>

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

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


                                                                              63
<PAGE>

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

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

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


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



64
<PAGE>


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


BOND FUND
GLOBAL BOND FUND
HIGH INCOME FUND


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

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

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


                                                                              65
<PAGE>

GOVERNMENT SECURITIES FUND
MUNICIPAL BOND FUND
MUNICIPAL HIGH INCOME FUND

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

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

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

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

SALES CHARGE REDUCTIONS AND WAIVERS

LOWER SALES CHARGES ARE AVAILABLE BY:


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


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


-    Grouping purchases by certain related persons.


66
<PAGE>

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

WAIVERS FOR CERTAIN INVESTORS

CLASS A SHARES MAY BE PURCHASED AT NAV BY:

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

-    Certain retirement plans and certain trusts for these persons


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


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


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


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


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

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


                                                                              67
<PAGE>

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

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

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

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


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


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



68
<PAGE>


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


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

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


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


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

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


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



                                                                              69
<PAGE>

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

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

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

-    the exercise of certain exchange privileges.


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


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

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

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

Class Y shares are only available for purchase by:

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

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

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

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


70
<PAGE>

WAYS TO SET UP YOUR ACCOUNT

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

INDIVIDUAL OR JOINT TENANTS

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

BUSINESS OR ORGANIZATION

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

RETIREMENT PLANS

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

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

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

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

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

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


                                                                              71
<PAGE>

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

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

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

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

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

GIFTS OR TRANSFERS TO A MINOR

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

TRUST

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

BUYING SHARES

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


72
<PAGE>

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

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


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


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

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

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

In the calculation of a Fund's NAV:

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

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

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


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



                                                                              73
<PAGE>

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


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


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

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

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


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


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


74
<PAGE>

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

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

MINIMUM INVESTMENTS

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

ADDING TO YOUR ACCOUNT

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

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

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


                                                                              75
<PAGE>

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


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


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

SELLING SHARES

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

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

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

-    the name on the account registration;

-    the Fund's name;

-    the Fund account number;

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

-    any other applicable requirements listed in the table below.

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

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

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


76
<PAGE>


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


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


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

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

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

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

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

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


                                                                              77
<PAGE>

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

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

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

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

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

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

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


78
<PAGE>


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


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

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

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

TELEPHONE TRANSACTIONS

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


                                                                              79
<PAGE>

SHAREHOLDER SERVICES

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

PERSONAL SERVICE


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


-    Obtain information about your accounts


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


-    Obtain a Fund's prospectus


-    Request duplicate statements.


REPORTS

Statements and reports sent to you include the following:

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

-    year-to-date statements (quarterly)

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

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

EXCHANGES


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



80
<PAGE>


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


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


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

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

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

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

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

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

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

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

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


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


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


                                                                              81
<PAGE>

DISTRIBUTIONS AND TAXES

DISTRIBUTIONS

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


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


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

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

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

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

TAXES

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


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



82
<PAGE>


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


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

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


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


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



                                                                              83
<PAGE>

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


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


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


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



84
<PAGE>

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

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


                                                                              85
<PAGE>

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

PORTFOLIO MANAGEMENT


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


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


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


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



86
<PAGE>


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


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


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


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

MANAGEMENT FEE

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

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


                                                                              87
<PAGE>

The management fee is payable at the annual rates of:


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


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


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


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


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


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


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


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


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


88
<PAGE>

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


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



                                                                              89
<PAGE>

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


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

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

<TABLE>
<CAPTION>

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

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

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

(3)  ANNUALIZED.



90
<PAGE>

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

BOND FUND

For a Class B share outstanding throughout each period:

<TABLE>
<CAPTION>

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

(1) COMMENCEMENT OF OPERATIONS.

(2) ANNUALIZED.



                                                                              91
<PAGE>

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

BOND FUND

For a Class C share outstanding throughout each period:

<TABLE>
<CAPTION>

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

(1) COMMENCEMENT OF OPERATIONS.

(2) ANNUALIZED.



92
<PAGE>

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

BOND FUND

For a Class Y share outstanding throughout each period:

<TABLE>
<CAPTION>


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

(1) COMMENCEMENT OF OPERATIONS.

(2) ANNUALIZED.



                                                                              93
<PAGE>

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

GLOBAL BOND FUND (FORMERLY HIGH INCOME FUND II)

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

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

<TABLE>
<CAPTION>

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

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

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



94
<PAGE>

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

GLOBAL BOND FUND

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

<TABLE>
<CAPTION>

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

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

(2) COMMENCEMENT OF OPERATIONS.

(3) ANNUALIZED.

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



                                                                              95
<PAGE>

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

GLOBAL BOND FUND

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

<TABLE>
<CAPTION>

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

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

(2) COMMENCEMENT OF OPERATIONS.

(3) ANNUALIZED.

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



96
<PAGE>

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

GLOBAL BOND FUND

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

<TABLE>
<CAPTION>


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

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

(2) COMMENCEMENT OF OPERATIONS.

(3) ANNUALIZED.



                                                                              97
<PAGE>

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

GOVERNMENT SECURITIES FUND

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

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

<TABLE>
<CAPTION>

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

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

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

(3) ANNUALIZED.



98
<PAGE>

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

GOVERNMENT SECURITIES FUND

For a Class B share outstanding throughout each period:

<TABLE>
<CAPTION>

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

(1) COMMENCEMENT OF OPERATIONS.

(2) ANNUALIZED.



                                                                              99
<PAGE>

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

GOVERNMENT SECURITIES FUND

For a Class C share outstanding throughout each period:

<TABLE>
<CAPTION>

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

(1) COMMENCEMENT OF OPERATIONS.

(2) ANNUALIZED.



100
<PAGE>

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

GOVERNMENT SECURITIES FUND

For a Class Y share outstanding throughout each period:

<TABLE>
<CAPTION>

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

(1) COMMENCEMENT OF OPERATIONS.

(2) ANNUALIZED.



                                                                             101
<PAGE>

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

HIGH INCOME FUND

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

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

<TABLE>
<CAPTION>

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

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

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

(3) ANNUALIZED.



102
<PAGE>

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

HIGH INCOME FUND

For a Class B share outstanding throughout each period:

<TABLE>
<CAPTION>

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

(1) COMMENCEMENT OF OPERATIONS.

(2) ANNUALIZED.



                                                                             103
<PAGE>

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

HIGH INCOME FUND

For a Class C share outstanding throughout each period:

<TABLE>
<CAPTION>

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

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

(1) COMMENCEMENT OF OPERATIONS.

(2) ANNUALIZED.



104
<PAGE>

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

HIGH INCOME FUND

For a Class Y share outstanding throughout each period:

<TABLE>
<CAPTION>

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

(1) COMMENCEMENT OF OPERATIONS.

(2) ANNUALIZED.



                                                                             105
<PAGE>

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

MUNICIPAL BOND FUND

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

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

<TABLE>
<CAPTION>

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

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

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



106
<PAGE>

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

MUNICIPAL BOND FUND

For a Class B share outstanding throughout the period:

<TABLE>
<CAPTION>

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

(1) COMMENCEMENT OF OPERATIONS.

(2) ANNUALIZED.

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



                                                                             107
<PAGE>

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

MUNICIPAL BOND FUND

For a Class C share outstanding throughout the period:

<TABLE>
<CAPTION>

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

(1) COMMENCEMENT OF OPERATIONS.

(2) ANNUALIZED.

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



108
<PAGE>

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

MUNICIPAL BOND FUND

For a Class Y share outstanding throughout each period:

<TABLE>
<CAPTION>

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

(1) COMMENCEMENT OF OPERATIONS.

(2) BASED ON AVERAGE WEEKLY SHARES OUTSTANDING.

(3) ANNUALIZED.

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



                                                                             109
<PAGE>

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

MUNICIPAL HIGH INCOME FUND

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

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

<TABLE>
<CAPTION>

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

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

(2) NOT SHOWN DUE TO ROUNDING.

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



110
<PAGE>

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

MUNICIPAL HIGH INCOME FUND

For a Class B share outstanding throughout the period:

<TABLE>
<CAPTION>

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

(1) COMMENCEMENT OF OPERATIONS.

(2) NOT SHOWN DUE TO ROUNDING.

(3) ANNUALIZED.

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



                                                                             111
<PAGE>

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

MUNICIPAL HIGH INCOME FUND

For a Class C share outstanding throughout the period:

<TABLE>
<CAPTION>

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

(1) COMMENCEMENT OF OPERATIONS.

(2) NOT SHOWN DUE TO ROUNDING.

(3) ANNUALIZED.

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



112
<PAGE>

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

MUNICIPAL HIGH INCOME FUND

For a Class Y share outstanding throughout each period:

<TABLE>
<CAPTION>

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

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

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

(2) NOT SHOWN DUE TO ROUNDING.

(3) ANNUALIZED.

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



                                                                             113
<PAGE>

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

CASH MANAGEMENT

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

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

<TABLE>
<CAPTION>

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

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

(2) ANNUALIZED.



114
<PAGE>

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

CASH MANAGEMENT

For a Class B share outstanding throughout each period:

<TABLE>
<CAPTION>

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

(1) COMMENCEMENT OF OPERATIONS.

(2) ANNUALIZED.



                                                                             115
<PAGE>

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

CASH MANAGEMENT

For a Class C share outstanding throughout each period:

<TABLE>
<CAPTION>

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

(1) COMMENCEMENT OF OPERATIONS.

(2) ANNUALIZED.



116
<PAGE>














             This space is intended for your notes and calculations.









                                                                             117
<PAGE>










             This space is intended for your notes and calculations.












118
<PAGE>

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


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

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

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

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

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


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


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



119
<PAGE>

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

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

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

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

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

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


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


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

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

            WADDELL & REED ADVISORS GOVERNMENT SECURITIES FUND, INC.

                                6300 Lamar Avenue

                                 P. O. Box 29217

                       Shawnee Mission, Kansas 66201-9217

                                  913-236-2000
                                   888-WADDELL

                                December 15, 2000


                       STATEMENT OF ADDITIONAL INFORMATION


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



                                TABLE OF CONTENTS

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

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

         Investment Management and Other Services ............................29

         Purchase, Redemption and Pricing of Shares ..........................35

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

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

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

         Portfolio Transactions and Brokerage ................................62

         Other Information ...................................................65

         Financial Statements ................................................67

<PAGE>

         Waddell & Reed Advisors Government Securities Fund, Inc. is a mutual
fund; an investment that pools shareholders' money and invests it toward a
specified goal. In technical terms, the Fund is an open-end, diversified
management company organized as a Maryland corporation on March 26, 1982. Prior
to June 30, 2000, the Fund was known as United Government Securities Fund, Inc.


                             PERFORMANCE INFORMATION

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


TOTAL RETURN

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

              n
      P(1 + T)     =   ERV

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

         Non-standardized performance information may also be presented. For
example, the Fund may also compute total return for its Class A shares without
deduction of the sales load in which case the same formula noted above will be
used but the entire amount of the $1,000 initial payment will be assumed to have
been invested. If the sales charge applicable to Class A shares were reflected,
it would reduce the performance quoted for that class.

         The average annual total return quotations for Class A shares as of
September 30, 2000, which is the most recent balance


                                       2
<PAGE>


sheet included in this SAI, for the periods shown were as follows:

                                                  With            Without
                                               Sales Load        Sales Load
                                                Deducted          Deducted

One year period from October 1, 1999 to
     September 30, 2000:                           1.74%             6.25%

Five-year period from October 1, 1995 to
     September 30, 2000:                           4.89%             5.80%

Ten-year period from October 1, 1990 to
     September 30, 2000:                           7.15%             7.62%

         Prior to July 31, 1995, the Fund offered only one class of shares to
the public. Shares outstanding on that date were designated as Class A shares.
Since that date, Class Y shares of the Fund have been available to certain
institutional investors.

         The cumulative total return quotation for Class B shares with the
maximum deferred sales charge deducted as of September 30, 2000, which is the
most recent balance sheet included in this SAI, for the period since class
inception on October 4, 1999 to September 30, 2000 was 0.51%.

         The cumulative total return quotation for Class B shares without the
maximum deferred sales charge deducted as of September 30, 2000, which is the
most recent balance sheet included in this SAI, for the period since class
inception on October 4, 1999 to September 30, 2000 was 5.51%.

         The cumulative total return quotation for Class C shares with the
maximum deferred sales charge deducted as of September 30, 2000, which is the
most recent balance sheet included in this SAI, for the period since class
inception on October 8, 1999 to September 30, 2000 was 4.64%.

         The cumulative total return quotation for Class C shares without the
maximum deferred sales charge deducted as of September 30, 2000, which is the
most recent balance sheet included in this SAI, for the period since class
inception on October 8, 1999 to September 30, 2000 was 5.64%.

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



                                       3
<PAGE>


One-year period from October 1, 1999 to
     September 30, 2000:                                    6.64%

Five-year period from October 1, 1995 to
     September 30, 2000:                                    6.08%

Period from September 27, 1995* to
     September 30, 2000:                                    6.18%

*Commencement of operations.

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

YIELD

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

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

Where with respect to a particular class of the Fund:

              a =   dividends and interest earned during the period.

              b =   expenses accrued for the period (net of reimbursements).

              c =   the average daily number of shares of the class
                    outstanding during the period that were entitled  to
                    receive dividends.

              d =   the maximum offering price per share of the class on the
                    last day of the period.

         The yield for Class A shares of the Fund computed according to the
formula for the 30-day period ended on September 30, 2000, the date of the most
recent balance sheet included in this SAI, is 5.64%. The yield for Class B
shares of the Fund computed according to the formula for the 30-day period ended
on September 30, 2000, the date of the most recent balance sheet included in
this SAI, is 5.13%. The yield for Class C shares of the Fund computed according
to the formula for the 30-day period ended on September 30, 2000, the date of
the most recent balance sheet included in this SAI, is 4.99%. The yield for
Class Y shares of the Fund computed according to the formula for the 30-day
period


                                       4
<PAGE>

ended on September 30, 2000, the date of the most recent balance sheet included
in this SAI, is 6.19%.

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

PERFORMANCE RANKINGS AND OTHER INFORMATION

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

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

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


                                       5
<PAGE>

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.

SPECIFIC SECURITIES AND INVESTMENT PRACTICES

      U.S. GOVERNMENT SECURITIES

         Securities issued or guaranteed by the U.S. Government or its agencies
or instrumentalities (U.S. Government securities) are high quality debt
instruments issued or guaranteed as to principal or interest by the U.S.
Treasury or an agency or instrumentality of the U.S. Government. These
securities include Treasury Bills (which mature within one year of the date they
are issued), Treasury Notes (which have maturities of one to ten years) and
Treasury Bonds (which generally have maturities of more than 10 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 acceptable.

         Among the U.S. Government securities that the Fund may purchase are
mortgage-backed securities issued by U.S. Government agencies or
instrumentalities including, but not limited to,


                                       6
<PAGE>

Ginnie Mae, Freddie Mac and Fannie Mae. These mortgage-backed securities include
pass-through securities, participation certificates and collateralized mortgage
obligations. See Mortgage-Backed and Asset-Backed Securities. Timely payment of
principal and interest on Ginnie Mae pass-throughs is guaranteed by the full
faith and credit of the United States. Freddie Mac and Fannie Mae are both
instrumentalities of the U.S. Government, but their obligations are not backed
by the full faith and credit of the United States. It is possible that the
availability and the marketability (i.e., liquidity) of the securities discussed
in this paragraph could be adversely affected by actions of the U.S. Government
to tighten the availability of its credit.


      BANK DEPOSITS

         The Fund may invest in deposits in banks (represented by certificates
of deposit or other evidence of deposit issued by such banks of varying
maturities) to the extent that the principal of such deposits is insured by the
Federal Deposit Insurance Corporation (FDIC); such deposits are referred to as
Insured Deposits. Such insurance (and, accordingly, the Fund's investment) is
currently limited to $100,000 per bank; any interest above that amount is not
insured. Insured Deposits are not marketable and are treated as illiquid
investments unless such obligations are payable at principal amount plus accrued
interest on demand or within seven days after demand. See Illiquid Investments.

      BORROWING

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

      ILLIQUID INVESTMENTS

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

         (1)      repurchase agreements not terminable within seven days;

         (2)      restricted securities not determined to be liquid pursuant to
                  guidelines established by the Fund's Board of Directors;

         (3)      non-government stripped fixed-rate mortgage-backed securities;

         (4)      bank deposits, unless they are payable at principal amount
                  plus accrued interest on demand or within seven days after
                  demand;


                                       7
<PAGE>

         (5)      over-the-counter (OTC) options and their underlying
                  collateral;

         (6)      securities for which market quotations are not readily
                  available; and

         (7)      securities involved in swaps, caps, floor and collar
                  transactions.

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

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

      INDEXED SECURITIES

         Indexed securities are securities the value of which varies in relation
to the value of other securities, securities indices or other financial
indicators. The Fund may invest in indexed securities only if they are issued or
guaranteed by the U.S. Government or its agencies or instrumentalities (subject
to its operating policy regarding derivative instruments).

Indexed securities typically, but not always, are debt securities or deposits
whose value at maturity or coupon rate is determined by reference to a specific
instrument or statistic. The performance of indexed securities depends to a
great extent on the performance of the security to which they are indexed and
may also be influenced by interest rate changes in the United States. 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. Certain indexed securities that are not traded
on an established market may be deemed illiquid.

      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


                                       8
<PAGE>

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, U.S. Government securities or bank letters of
credit, at least equal in value to the market value of the securities lent on
each day that 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 all three types of collateral. The second method, which is not
available when letters of credit are used as collateral, is for the Fund to
receive interest on the investment of the cash collateral or to receive interest
on the U.S. Government securities used as collateral. Part of the interest
received in either case may be shared with the borrower.

         The letters of credit that the Fund may accept as collateral are
agreements by banks (other than the borrowers of the Fund's securities), entered
into at the request of the borrower and for its account and risk, under which
the banks are obligated to pay to the Fund, while the letter is in effect,
amounts demanded by the Fund if the demand meets the terms of the letter. The
Fund's right to make this demand secures the borrower's obligations to it. The
terms of any such letters and the creditworthiness of the banks providing them
(which might include the Fund's custodian bank) must be satisfactory to the
Fund. The Fund will make loans only under rules of the New York Stock Exchange
(NYSE), which presently require the borrower to give the securities back to the
Fund within five business days after the Fund gives notice to do so. If the Fund
loses its voting rights on securities loaned, it will have the securities
returned to it in time to vote them if a material event affecting the investment
is to be voted on. The Fund may pay reasonable finder's, administrative and
custodian fees in connection with loans of securities.

         Some, but not all, of these 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
(1) whom securities may be loaned, (2) the investment of cash collateral, or (3)
voting rights.


                                       9
<PAGE>

         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 collateral should
the borrower of the securities fail financially.



      MONEY MARKET INSTRUMENTS

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

      MORTGAGE-BACKED AND ASSET-BACKED SECURITIES

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

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

         STRIPPED MORTGAGE-BACKED SECURITIES. Stripped mortgage-backed
securities are created when a U.S. Government agency or a


                                       10
<PAGE>


financial institution separates the interest and principal components of a
mortgage-backed security and sells them as individual securities. The holder of
the principal-only security (PO) receives the principal payments made by the
underlying mortgage-backed security, while the holder of the interest-only
security (IO) receives interest payments from the same underlying security.

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

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

         SPECIAL CHARACTERISTICS OF MORTGAGE-BACKED AND ASSET-BACKED SECURITIES.
The yield characteristics of mortgage-backed and asset-backed securities differ
from those of traditional debt securities. Among the major differences are that
interest and principal payments are made more frequently, usually monthly, and
that principal may be prepaid at any time because the underlying mortgage loans
or other obligations generally may be prepaid at any time. Prepayments on a pool
of mortgage loans are influenced by a variety of economic, geographic, social
and other factors, including changes in mortgagors' housing needs, job
transfers,


                                       11
<PAGE>

unemployment, mortgagors' net equity in the mortgaged properties and servicing
decisions. Generally, however, prepayments on fixed-rate mortgage loans will
increase during a period of falling interest rates and decrease during a period
of rising interest rates. Similar factors apply to prepayments on asset-backed
securities, but the receivables underlying asset-backed securities generally are
of a shorter maturity and thus are likely to experience substantial prepayments.
Such securities, however, often provide that for a specified time period the
issuers will replace receivables in the pool that are repaid with comparable
obligations. If the issuer is unable to do so, 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.


                                       12
<PAGE>

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


      OPTIONS, FUTURES AND OTHER STRATEGIES

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


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


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

         Conversely, a long hedge is a purchase or sale of a Financial
Instrument intended partially or fully to offset potential increases in the
acquisition cost of one or more investments that the Fund intends to acquire.
Thus, in a long hedge, the Fund takes a position in a Financial Instrument whose
price is expected to move in the same direction as the price of the prospective
investment being hedged. A long hedge is sometimes referred to as an
anticipatory hedge. In an anticipatory hedge transaction, the Fund does not own
a corresponding security and, therefore, the transaction does not


                                       13
<PAGE>

relate to a security the Fund owns. Rather, it relates to a security that the
Fund intends to acquire. If the Fund does not complete the hedge by purchasing
the security it anticipated purchasing, the effect on the Fund's portfolio is
the same as if the transaction were entered into for speculative purposes.

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

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

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

         SPECIAL RISKS. The use of Financial Instruments involves special
considerations and risks, certain of which are described below. In general,
these techniques may increase the volatility of the Fund and may involve a small
investment of cash relative to the magnitude of the risk assumed. Risks
pertaining to particular Financial Instruments are described in the sections
that follow.

         (1) Successful use of most Financial Instruments depends upon WRIMCO's
ability to predict movements of the overall securities and interest rate
markets, which requires different skills than predicting changes in the prices
of individual securities. There can be no assurance that any particular strategy
will succeed, and use of Financial Instruments could result in a loss,
regardless of whether the intent was to reduce risk or increase return.


                                       14
<PAGE>

         (2) There might be imperfect correlation, or even no correlation,
between price movements of a Financial Instrument and price movements of the
investments being hedged. For example, if the value of a Financial Instrument
used in a short hedge increased by less than the decline in value of the hedged
investment, the hedge would not be fully successful. Such a lack of correlation
might occur due to factors unrelated to the value of the investments being
hedged, such as speculative or other pressures on the markets in which Financial
Instruments are traded. The effectiveness of hedges using Financial Instruments
on indexes will depend on the degree of correlation between price movements in
the index and price movements in the securities being hedged.

         Because there are a limited number of types of exchange-traded options
and futures contracts, it is likely that the standardized contracts available
will not match the Fund's current or anticipated investments exactly. The Fund
may invest in options and futures contracts based on securities with different
issuers, maturities, or other characteristics from the securities in which it
typically invests, which involves a risk that the options or futures position
will not track the performance of the Fund's other investments.

         Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match the Fund's
investments well. Options and futures prices are affected by such factors as
current and anticipated short-term interest rates, changes in volatility of the
underlying instrument, and the time remaining until expiration of the contract,
which may not affect security prices the same way. Imperfect correlation may
also result from differing levels of demand in the options and futures markets
and the securities markets, from structural differences in how options and
futures and securities are traded, or from imposition of daily price fluctuation
limits or trading halts. The Fund may purchase or sell options and futures
contracts with a greater or lesser value than the securities it wishes to hedge
or intends to purchase in order to attempt to compensate for differences in
volatility between the contract and the securities, although this may not be
successful in all cases. If price changes in the Fund's options or futures
positions are poorly correlated with its other investments, the positions may
fail to produce anticipated gains or result in losses that are not offset by
gains in other investments.

         (3) If successful, the above-discussed strategies can reduce risk of
loss by wholly or partially offsetting the negative effect of unfavorable price
movements. However, such strategies can also reduce opportunity for gain by
offsetting the positive effect of favorable price movements. For example, if the
Fund entered into a short hedge because WRIMCO projected a decline in the price
of a security in the Fund's portfolio, and the price of that security increased
instead, the gain from that increase might be wholly or partially offset by a
decline in the


                                       15
<PAGE>

price of the Financial Instrument. Moreover, if the price of the Financial
Instrument declined by more than the increase in the price of the security, the
Fund could suffer a loss. In either such case, the Fund would have been in a
better position had it not attempted to hedge at all.

         (4) As described below, the Fund might be required to maintain assets
as cover, maintain accounts or make margin payments when it takes positions in
Financial Instruments involving obligations to third parties (i.e., Financial
Instruments other than purchased options). If the Fund were unable to close out
its positions in such Financial Instruments, it might be required to continue to
maintain such assets or accounts or make such payments until the position
expired or matured. These requirements might impair the Fund's ability to sell a
portfolio security or make an investment at a time when it would otherwise be
favorable to do so, or require that the Fund sell a portfolio security at a
disadvantageous time.

         (5) The Fund's ability to close out a position in a Financial
Instrument prior to expiration or maturity depends on the existence of a liquid
secondary market or, in the absence of such a market, the ability and
willingness of the other party to the transaction (the counterparty) to enter
into a transaction closing out the position. Therefore, there is no assurance
that any position can be closed out at a time and price that is favorable to the
Fund.


         COVER. Transactions using Financial Instruments, other than purchased
options, expose the Fund to an obligation to another party. The Fund will comply
with SEC guidelines regarding cover for these instruments and will, if the
guidelines so require, set aside cash or liquid assets in an account with its
custodian in the prescribed amount as determined daily. The Fund will not enter
into any such transactions unless it owns either (1) an offsetting (covered
position in securities, currencies or other options, futures contracts or
forward contracts, or (2) cash and liquid assets with a value, marked-to-market
daily, sufficient to cover its potential obligations to the extent not covered
as provided in (1) above.


         Assets used as cover or held in an account cannot be sold while the
position in the corresponding Financial Instrument is open, unless they are
replaced with other appropriate assets. As a result, the commitment of a large
portion of the Fund's assets to cover or accounts could impede portfolio
management or the Fund's ability to meet redemption requests or other current
obligations.

         OPTIONS. A call option gives the purchaser the right to buy, and
obligates the writer to sell, the underlying investment at the agreed-upon price
during the option period. A put option gives the purchaser the right to sell,
and obligates the writer to buy, the underlying investment at the agreed-upon
price during


                                       16
<PAGE>

the option period. Purchasers of options pay an amount, known as a premium, to
the option writer in exchange for the right under the option contract.

         The purchase of call options can serve as a long hedge, and the
purchase of put options can serve as a short hedge. Writing put or call options
can enable the Fund to enhance income or yield by reason of the premiums paid by
the purchasers of such options. However, if the market price of the security
underlying a put option declines to less than the exercise price of the option,
minus the premium received, the Fund would expect to suffer a loss.

         Writing call options can serve as a limited short hedge, because
declines in the value of the hedged investment would be offset to the extent of
the premium received for writing the option. However, if the security
appreciates to a price higher than the exercise price of the call option, it can
be expected that the option will be exercised and the Fund will be obligated to
sell the security at less than its market value. If the call option is an OTC
option, the securities or other assets used as cover would be considered
illiquid to the extent described under Illiquid Investments.

         Writing put options can serve as a limited long hedge because increases
in the value of the hedged investment would be offset to the extent of the
premium received for writing the option. However, if the security depreciates to
a price lower than the exercise price of the put option, it can be expected that
the put option will be exercised and the Fund will be obligated to purchase the
security at more than its market value. If the put option is an OTC option, the
securities or other assets used as cover would be considered illiquid to the
extent described under Illiquid Investments.

         The value of an option position will reflect, among other things, the
current market value of the underlying investment, the time remaining until
expiration, the relationship of the exercise price to the market price of the
underlying investment, the historical price volatility of the underlying
investment and general market conditions. Options that expire unexercised have
no value.

         The Fund may effectively terminate its right or obligation under an
option by entering into a closing transaction. For example, the Fund may
terminate its obligation under a call or put option that it had written by
purchasing an identical call or put option; this is known as a closing purchase
transaction. Conversely, the Fund may terminate a position in a put or call
option it had purchased by writing an identical put or call option; this is
known as a closing sale transaction. Closing transactions permit the Fund to
realize profits or limit losses on an option position prior to its exercise or
expiration.


                                       17
<PAGE>

         A type of put that the Fund may purchase is an optional delivery
standby commitment, which is entered into by parties selling debt securities to
the Fund. An optional delivery standby commitment gives the Fund the right to
sell the security back to the seller on specified terms. This right is provided
as an inducement to purchase the security.

         RISKS OF OPTIONS ON SECURITIES. Options offer large amounts of
leverage, which will result in the Fund's net asset value being more sensitive
to changes in the value of the related instrument. The Fund may purchase or
write both exchange-traded and OTC options. Exchange-traded options in the
United States are issued by a clearing organization affiliated with the exchange
on which the option is listed that, in effect, guarantees completion of every
exchange-traded option transaction. In contrast, OTC options are contracts
between the Fund and its counterparty (usually a securities dealer or a bank)
with no clearing organization guarantee. Thus, when the Fund purchases an OTC
option, it relies on the counterparty from whom it purchased the option to make
or take delivery of the underlying investment upon exercise of the option.
Failure by the counterparty to do so would result in the loss of any premium
paid by the Fund as well as the loss of any expected benefit of the transaction.

         The Fund's ability to establish and close out positions in
exchange-listed options depends on the existence of a liquid market. However,
there can be no assurance that such a market will exist at any particular time.
Closing transactions can be made for OTC options only by negotiating directly
with the counterparty, or by a transaction in the secondary market if any such
market exists. There can be no assurance that the Fund will in fact be able to
close out an OTC option position at a favorable price prior to expiration. In
the event of insolvency of the counterparty, the Fund might be unable to close
out an OTC option position at any time prior to its expiration.

         If the Fund were unable to effect a closing transaction for an option
it had purchased, it would have to exercise the option to realize any profit.
The inability to enter into a closing purchase transaction for a covered call
option written by the Fund could cause material losses because the Fund would be
unable to sell the investment used as cover for the written option until the
option expires or is exercised.

         OPTIONS ON INDEXES. Puts and calls on indexes are similar to puts and
calls on securities or futures contracts except that all settlements are in cash
and gain or loss depends on changes in the index in question rather than on
price movements in individual securities or futures contracts. When the Fund
writes a call on an index, it receives a premium and agrees that, prior to the
expiration date, the purchaser of the call, upon exercise of the call, will
receive from the Fund an amount of cash if the closing level of the index upon
which the call is based is


                                       18
<PAGE>

greater than the exercise price of the call. The amount of cash is equal to the
difference between the closing price of the index and the exercise price of the
call times a specified multiple (the multiplier), which determines the total
dollar value for each point of such difference. When the Fund buys a call on an
index, it pays a premium and has the same rights as to such call as are
indicated above. When the Fund buys a put on an index, it pays a premium and has
the right, prior to the expiration date, to require the seller of the put, upon
the Fund's exercise of the put, to deliver to the Fund an amount of cash if the
closing level of the index upon which the put is based is less than the exercise
price of the put, which amount of cash is determined by the multiplier, as
described above for calls. When the Fund writes a put on an index, it receives a
premium and the purchaser of the put has the right, prior to the expiration
date, to require the Fund to deliver to it an amount of cash equal to the
difference between the closing level of the index and the exercise price times
the multiplier if the closing level is less than the exercise price.

         RISKS OF OPTIONS ON INDEXES. The risks of investment in options on
indexes may be greater than options on securities. Because index options are
settled in cash, when the Fund writes a call on an index it cannot provide in
advance for its potential settlement obligations by acquiring and holding the
underlying securities. The Fund can offset some of the risk of writing a call
index option by holding a diversified portfolio of securities similar to those
on which the underlying index is based. However, the Fund cannot, as a practical
matter, acquire and hold a portfolio containing exactly the same securities as
underlie the index and, as a result, bears a risk that the value of the
securities held will vary from the value of the index.

         Even if the Fund could assemble a portfolio that exactly reproduced the
composition of the underlying index, it still would not be fully covered from a
risk standpoint because of the timing risk inherent in writing index options.
When an index option is exercised, the amount of cash that the holder is
entitled to receive is determined by the difference between the exercise price
and the closing index level on the date when the option is exercised. As with
other kinds of options, the Fund as the call writer will not learn that the Fund
has been assigned until the next business day at the earliest. The time lag
between exercise and notice of assignment poses no risk for the writer of a
covered call on a specific underlying security, such as a common stock, because
there the writer's obligation is to deliver the underlying security, not to pay
its value as of a fixed time in the past. So long as the writer already owns the
underlying security, it can satisfy its settlement obligations by simply
delivering it, and the risk that its value may have declined since the exercise
date is borne by the exercising holder. In contrast, even if the writer of an
index call holds securities that exactly match the composition of the underlying
index, it will not be able to satisfy its assignment obligations by delivering
those securities against payment of the exercise


                                       19
<PAGE>

price. Instead, it will be required to pay cash in an amount based on the
closing index value on the exercise date. By the time it learns that it has been
assigned, the index may have declined, with a corresponding decline in the value
of its portfolio. This timing risk is an inherent limitation on the ability of
index call writers to cover their risk exposure by holding securities positions.

         If the Fund has purchased an index option and exercises it before the
closing index value for that day is available, it runs the risk that the level
of the underlying index may subsequently change. If such a change causes the
exercised option to fall out-of-the-money, the Fund will be required to pay the
difference between the closing index value and the exercise price of the option
(times the applicable multiplier) to the assigned writer.

         OTC OPTIONS. Unlike exchange-traded options, which are standardized
with respect to the underlying instrument, expiration date, contract size and
strike price, the terms of OTC options (options not traded on exchanges)
generally are established through negotiation with the other party to the option
contract. While this type of arrangement allows the Fund great flexibility to
tailor the option to its needs, OTC options generally involve greater risk than
exchange-traded options, which are guaranteed by the clearing organization of
the exchanges where they are traded.


         Generally, OTC foreign currency options used by the Fund are
European-style options. This means that the option is only exercisable
immediately prior to its expiration. This is in contrast to American-style
options, which are exercisable at any time prior to the expiration date of the
option.


         FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS. The purchase of
futures contracts or call options on futures contracts can serve as a long
hedge, and the sale of futures or the purchase of put options on futures can
serve as a short hedge. Writing call options on futures contracts can serve as a
limited short hedge, using a strategy similar to that used for writing call
options on securities or indexes. Similarly, writing put options on futures
contracts can serve as a limited long hedge. Futures contracts and options on
futures contracts can also be purchased and sold to attempt to enhance income or
yield.

         In addition, futures contract strategies can be used to manage the
average duration of the Fund's fixed-income portfolio. If WRIMCO wishes to
shorten the average duration of the Fund's fixed-income portfolio, the Fund may
sell a debt futures contract or a call option thereon, or purchase a put option
on that futures contract. If WRIMCO wishes to lengthen the average duration of
the Fund's fixed-income portfolio, the Fund may buy a debt futures contract or a
call option thereon, or sell a put option thereon.


                                       20
<PAGE>

         No price is paid upon entering into a futures contract. Instead, at the
inception of a futures contract the Fund is required to deposit initial margin
in an amount generally equal to 10% or less of the contract value. Margin must
also be deposited when writing a call or put option on a futures contract, in
accordance with applicable exchange rules. Unlike margin in securities
transactions, initial margin on futures contracts does not represent a
borrowing, but rather is in the nature of a performance bond or good-faith
deposit that is returned to the Fund at the termination of the transaction if
all contractual obligations have been satisfied. Under certain circumstances,
such as periods of high volatility, the Fund may be required by an exchange to
increase the level of its initial margin payment, and initial margin
requirements might be increased generally in the future by regulatory action.

         Subsequent variation margin payments are made to and from the futures
broker daily as the value of the futures position varies, a process known as
marking-to-market. Variation margin does not involve borrowing, but rather
represents a daily settlement of the Fund's obligations to or from a futures
broker. When the Fund purchases an option on a future, the premium paid plus
transaction costs is all that is at risk. In contrast, when the Fund purchases
or sells a futures contract or writes a call or put option thereon, it is
subject to daily variation margin calls that could be substantial in the event
of adverse price movements. If the Fund has insufficient cash to meet daily
variation margin requirements, it might need to sell securities at a time when
such sales are disadvantageous.

         Purchasers and sellers of futures contracts and options on futures can
enter into offsetting closing transactions, similar to closing transactions on
options, by selling or purchasing, respectively, an instrument identical to the
instrument purchased or sold. Positions in futures and options on futures may be
closed only on an exchange or board of trade that provides a secondary market.
However, there can be no assurance that a liquid secondary market will exist for
a particular contract at a particular time. In such event, it may not be
possible to close a futures contract or options position.

         Under certain circumstances, futures exchanges may establish daily
limits on the amount that the price of a futures contract or an option on a
futures contract can vary from the previous day's settlement price; once that
limit is reached, no trades may be made that day at a price beyond the limit.
Daily price limits do not limit potential losses because prices could move to
the daily limit for several consecutive days with little or no trading, thereby
preventing liquidation of unfavorable positions.

         If the Fund were unable to liquidate a futures contract or an option on
a futures position due to the absence of a liquid secondary market or the
imposition of price limits, it could incur substantial losses. The Fund would
continue to be subject


                                       21
<PAGE>

to market risk with respect to the position. In addition, except in the case of
purchased options, the Fund would continue to be required to make daily
variation margin payments and might be required to maintain the position being
hedged by the futures contract or option or to maintain cash or liquid assets in
an account.

         RISKS OF FUTURES CONTRACTS AND OPTIONS THEREON. The ordinary spreads
between prices in the cash and futures markets (including the options on futures
market), due to differences in the natures of those markets, are subject to the
following factors which may create distortions. First, all participants in the
futures market are subject to margin deposit and maintenance requirements.
Rather than meeting additional margin deposit requirements, investors may close
futures contracts through offsetting transactions, which could distort the
normal relationship between the cash and futures markets. Second, the liquidity
of the futures market depends on participants entering into offsetting
transactions rather than making or taking delivery. To the extent participants
decide to make or take delivery, liquidity in the futures market could be
reduced, thus producing distortion. Third, from the point of view of
speculators, the deposit requirements in the futures market are less onerous
than margin requirements in the securities market. Therefore, increased
participation by speculators in the futures market may cause temporary price
distortions. Due to the possibility of distortion, a correct forecast of general
interest rate, currency exchange rate or stock market trends by WRIMCO may still
not result in a successful transaction. WRIMCO may be incorrect in its
expectations as to the extent of various interest rate, currency exchange rate
or stock market movements or the time span within which the movements take
place.

         INDEX FUTURES. The risk of imperfect correlation between movements in
the price of an index futures and movements in the price of the securities that
are the subject of the hedge increases as the composition of the Fund's
portfolio diverges from the securities included in the applicable index. The
price of the index futures may move more than or less than the price of the
securities being hedged. If the price of the index futures moves less than the
price of the securities that are the subject of the hedge, the hedge will not be
fully effective but, if the price of the securities being hedged has moved in an
unfavorable direction, the Fund would be in a better position than if it had not
hedged at all. If the price of the securities being hedged has moved in a
favorable direction, this advantage will be partially offset by the futures
contract. If the price of the futures contract moves more than the price of the
securities, the Fund will experience either a loss or a gain on the futures
contract that will not be completely offset by movements in the price of the
securities that are the subject of the hedge. To compensate for the imperfect
correlation of movements in the price of the securities being hedged and
movements in the price of the index futures, the Fund may buy or sell index
futures in a


                                       22
<PAGE>

greater dollar amount than the dollar amount of the securities being hedged if
the historical volatility of the prices of the securities being hedged is more
than the historical volatility of the prices of the securities included in the
index. It is also possible that, where the Fund has sold index futures contracts
to hedge against decline in the market, the market may advance and the value of
the securities held in the portfolio may decline. If this occurred, the Fund
would lose money on the futures contract and also experience a decline in value
of its portfolio securities. However, while this could occur for a very brief
period or to a very small degree, over time the value of a diversified portfolio
of securities will tend to move in the same direction as the market indexes on
which the futures contracts are based.

         Where index futures are purchased to hedge against a possible increase
in the price of securities before the Fund is able to invest in them in an
orderly fashion, it is possible that the market may decline instead. If the Fund
then concludes not to invest in them at that time because of concern as to
possible further market decline or for other reasons, it will realize a loss on
the futures contract that is not offset by a reduction in the price of the
securities it had anticipated purchasing.


         COMBINED POSITIONS. The Fund may purchase and write options in
combination with each other, or in combination with futures or forward
contracts, to adjust the risk and return characteristics of its overall
position. For example, the Fund may purchase a put option and write a call
option on the same underlying instrument, in order to construct a combined
position whose risk and return characteristics are similar to selling a futures
contract. Another possible combined position would involve writing a call option
at one strike price and buying a call option at a lower price, in order to
reduce the risk of the written call option in the event of a substantial price
increase. Because combined options positions involve multiple trades, they
result in higher transaction costs and may be more difficult to open and close
out.


         TURNOVER. The Fund's options and futures activities may affect its
turnover rate and brokerage commission payments. The exercise of calls or puts
written by the Fund, and the sale or purchase of futures contracts, may cause it
to sell or purchase related investments, thus increasing its turnover rate. Once
the Fund has received an exercise notice on an option it has written, it cannot
effect a closing transaction in order to terminate its obligation under the
option and must deliver or receive the underlying securities at the exercise
price. The exercise of puts purchased by the Fund may also cause the sale of
related investments, also increasing turnover; although such exercise is within
the Fund's control, holding a protective put might cause it to sell the related
investments for reasons that would not exist in the absence of the put. The Fund
will pay a brokerage commission each time it buys or sells a put or call or
purchases


                                       23
<PAGE>

or sells a futures contract. Such commissions may be higher than those that
would apply to direct purchases or sales.

         SWAPS, CAPS, FLOORS AND COLLARS. The Fund may enter into swaps, caps,
floors and collars to preserve a return or a spread on a particular investment
or portion of its portfolio, to protect against any increase in the price of
securities the Fund anticipates purchasing at a later date or to attempt to
enhance yield. Swaps involve the exchange by the Fund with another party of
their respective commitments to pay or receive cash flows on a notional
principal amount, e.g., an exchange of floating rate payments for fixed-rate
payments. The purchase of a cap entitles the purchaser, to the extent that a
specified index exceeds a predetermined value, to receive payments on a notional
principal amount from the party selling the cap. The purchase of a floor
entitles the purchaser, to the extent that a specified index falls below a
predetermined value, to receive payments on a notional principal amount from the
party selling the floor. A collar combines elements of buying a cap and selling
a floor.

         Swap agreements, including caps, floors and collars, can be
individually negotiated and structured to include exposure to a variety of
different types of investments or market factors. Depending on their structure,
swap agreements may increase or decrease the overall volatility of the Fund's
investments and its share price and yield because, and to the extent, these
agreements affect the Fund's exposure to long- or short-term interest rates,
mortgage-backed security values, corporate borrowing rates or other factors such
as security prices or inflation rates.

         Swap agreements will tend to shift the Fund's investment exposure from
one type of investment to another. Caps and floors have an effect similar to
buying or writing options.

         The creditworthiness of firms with which the Fund enters into swaps,
caps or floors will be monitored by WRIMCO. If a firm's creditworthiness
declines, the value of the agreement would be likely to decline, potentially
resulting in losses. If a default occurs by the other party to such transaction,
the Fund will have contractual remedies pursuant to the agreements related to
the transaction.

         The net amount of the excess, if any, of the Fund's obligations over
its entitlements with respect to each swap will be accrued on a daily basis and
an amount of cash or liquid assets having an aggregate net asset value at least
equal to the accrued excess will be maintained in an account with the Fund's
custodian that satisfies the requirements of the Investment Company Act of 1940,
as amended (the 1940 Act). The Fund will also establish and maintain such
account with respect to its total obligations under any swaps that are not
entered into on a net basis and with respect to any caps or floors that are
written by the Fund. WRIMCO and the Fund believe that such obligations do not
constitute senior securities under the 1940 Act and,


                                       24
<PAGE>

accordingly, will not treat them as being subject to the Fund's borrowing
restrictions. The Fund understands that the position of the SEC is that assets
involved in swap transactions are illiquid and are, therefore, subject to the
limitations on investing in illiquid securities.

      REPURCHASE AGREEMENTS


         The Fund may purchase securities subject to repurchase agreements. The
Fund will not enter into a repurchase transaction that will cause more than 10%
of its net assets to be invested in illiquid investments, which include
repurchase agreements not terminable within seven days. See Illiquid
Investments. A repurchase agreement is an instrument under which the Fund
purchases a security and the seller (normally a commercial bank or
broker-dealer) agrees, at the time of purchase, that it will repurchase the
security at a specified time and price. The amount by which the resale price is
greater than the purchase price reflects an agreed-upon market interest rate
effective for the period of the agreement. The return on the securities subject
to the repurchase agreement may be more or less than the return on the
repurchase agreement.

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


      RESTRICTED SECURITIES


         Restricted securities are securities that are subject to legal or
contractual restrictions on resale. However, restricted securities generally can
be sold in privately negotiated transactions, pursuant to an exemption from
registration under the Securities Act of 1933, as amended, or in a registered
public offering. Where registration is required, the Fund may be


                                       25
<PAGE>

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
that are traded in foreign markets are often subject to restrictions that
prohibit resale to U.S. persons or entities or permit sales only to foreign
broker-dealers who agree to limit their resale to such persons or entities. The
buyer of such securities must enter into an agreement that, usually for a
limited period of time, it will resell such securities subject to such
restrictions. Restricted securities in which the Fund seeks to invest need not
be listed or admitted to trading on a foreign or domestic exchange and may be
less liquid than listed securities. Certain restricted securities, e.g., Rule
144A securities, may be determined to be liquid in accordance with guidelines
adopted by the Board of Directors. See Illiquid Investments.


      VARIABLE OR FLOATING RATE INSTRUMENTS


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


      WHEN-ISSUED AND DELAYED-DELIVERY TRANSACTIONS


         The Fund may also purchase U.S. Government securities 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
U.S. Government securities so purchased by the Fund 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


                                       26
<PAGE>

commitment to purchase securities on a when-issued or delayed-delivery basis, it
will record the transaction and thereafter reflect the value of the securities
in determining its net asset value per share. When the Fund sells a security on
a delayed-delivery basis, the Fund does not participate in further gains or
losses with respect to the security. 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 sales 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 U.S. Government 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 liquid assets, 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 U.S.
Government 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  securities  in which the Fund may  invest,  cannot be changed  without
shareholder approval. For this purpose, shareholder approval means the approval,
at a meeting of Fund  shareholders,  by the lesser of (1) the  holders of 67% or
more of the Fund's shares  represented  at the meeting,  if more than 50% of the
Fund's outstanding shares are present in person or by proxy or (2) more than 50%
of the Fund's outstanding shares. The Fund may not:

         (1)      Purchase or sell any securities or physical commodities other
                  than U.S. Government securities; however, this policy shall
                  not prevent the Fund from purchasing and selling (a) foreign
                  currency if a U.S. Government Security that the Fund owns or
                  intends to acquire is denominated in that foreign currency and
                  (b) futures contracts, options, forward contracts, swaps,
                  caps, floors, collars and other financial instruments if the
                  return on, or value of, the financial instrument is based on
                  the return on or value of U.S. Government securities;


                                       27
<PAGE>

         (2)      Buy any voting securities, any mineral related programs or
                  leases or any shares of other investment companies;

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

         (4)      Make loans other than certain limited types of loans as
                  indicated above; the Fund can buy debt securities and other
                  obligations consistent with its goal and 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.


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

         (6)      Sell securities short (unless it owns or has the right to
                  obtain securities equivalent in kind and amount to the
                  securities sold short) or purchase securities on margin,
                  except that (1) this policy does not prevent the Fund from
                  entering into short positions in foreign currency, futures
                  contracts, options, forward contracts, swaps, caps, floors,
                  collars and other financial instruments, (2) the Fund may
                  obtain such short-term credits as are necessary for the
                  clearance of transactions, and (3) the Fund may make margin
                  payments in connection with futures contracts, options,
                  forward contracts, swaps, caps, floors, collars and other
                  financial instruments;

         (7)      Engage in the underwriting of securities, that is, the selling
                  of securities for others;

         (8)      Borrow to purchase securities or increase income, but only to
                  meet redemptions so it will not have to sell portfolio
                  securities for this purpose. The Fund may borrow money from
                  banks for temporary 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. The Fund will not purchase securities while
                  outstanding borrowings are more than 5% of the value of its
                  total assets. Interest on borrowing would reduce the Fund's
                  income; or


                                       28
<PAGE>

         (9)      Issue senior securities.

         THE FOLLOWING INVESTMENT RESTRICTION IS NOT FUNDAMENTAL AND MAY BE
CHANGED BY THE BOARD OF DIRECTORS WITHOUT SHAREHOLDER APPROVAL:

         (1)      The Fund may not purchase a security if, as a result, more
                  than 10% of its net assets would consist of illiquid
                  securities.

         (2)      To the extent that the Fund enters into futures contracts,
                  options on futures contracts or options on foreign currencies
                  traded on a CFTC-regulated exchange, in each case other than
                  for bona fide hedging purposes (as defined by the CFTC), the
                  aggregate initial margin and premiums required to establish
                  those positions (excluding the amount by which options are
                  in-the-money at the time of purchase) will not exceed 5% of
                  the liquidation value of the Fund's portfolio, after taking
                  into account unrealized profits and unrealized losses on any
                  contracts the Fund has entered into. (In general, a call
                  option on a futures contract is in-the-money if the value of
                  the underlying futures contract exceeds the strike, i.e.,
                  exercise, price of the call; a put option on a futures
                  contract is in-the-money if the value of the underlying
                  futures contract is exceeded by the strike price of the put.)
                  This policy does not limit to 5% the percentage of the Fund's
                  assets that are at risk in futures contracts, options on
                  futures contracts and currency options.

         An investment policy or limitation that states a maximum percentage of
the Fund's assets that may be so invested or describes 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 circumstance will not be considered when determining whether the
investment complies with the Fund's investment policies and limitations.

PORTFOLIO TURNOVER

         A portfolio turnover rate is, in general, the percentage computed by
taking the lesser of purchases or sales of portfolio securities for a year and
dividing it by the monthly average of the market value of such securities during
the year, excluding certain short-term securities. The Fund's turnover rate may
vary greatly from year to year as well as within a particular year and may be
affected by cash requirements for the redemption of its shares.


                                       29
<PAGE>


         The Fund's portfolio turnover rate for the fiscal periods ended
September 30, 2000, March 31, 2000 and 1999 was 15.79%, 26.78% and 37.06%,
respectively.


                    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.



                                       30
<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,
March 31, 2000, 1999 and 1998 were $293,532, 617,688, $531,348 and $516,182,
respectively.


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


         Under the Shareholder Servicing Agreement, with respect to Class A,
Class B and Class C shares the Fund pays the Agent, effective September 1, 2000,
a monthly fee of $1.6125 for each shareholder account that was in existence at
any time during the prior month, and, for Class A shareholder accounts, $.75 for
each shareholder check drawn on the checking account of the Fund. For Class Y
shares, the Fund pays the agent a monthly fee equal to one-twelfth of .15 of 1%
of the average daily net assets of that class for the preceding month. Prior to
September 1, 2000, with respect to Class A, Class B and Class C shares, the Fund
paid the


                                       31
<PAGE>

Agent a monthly fee of $1.3125 for each shareholder account that was in
existence at any time during the prior month, plus $0.30 for each account on
which a dividend or distribution, of cash or shares, had a record date in that
month. The Fund also pays certain out-of-pocket expenses of the Agent, including
long distance telephone communications costs; microfilm and storage costs for
certain documents; forms, printing and mailing costs; charges of any sub-agent
used by Agent in performing services under the Shareholder Servicing Agreement;
and costs of legal and special services not provided by Waddell & Reed, Inc.,
WRIMCO or the Agent.

         Under the Accounting Services Agreement, the Fund pays the Agent a
monthly fee of one-twelfth of the annual fee shown in the following table (as
amended September 1, 2000).

                             ACCOUNTING SERVICES FEE

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

          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

         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.


                                       32
<PAGE>


         Prior to September 1, 2000, the Accounting Services Fee structure was:

                             Accounting Services Fee

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

          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

         Fees paid to the Agent for accounting services for the fiscal periods
ended September 30, 2000, March 31, 2000, 1999 and 1998 were $20,608, $40,000,
$40,000 and $40,000, respectively.


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


         Waddell & Reed, Inc., under an agreement separate from the Management
Agreement, Shareholder Servicing Agreement and Accounting Services Agreement,
acts as the Fund's underwriter, i.e., sells its shares on a continuous basis.
Waddell & Reed, Inc. is not required to sell any particular number of shares and
thus sells shares only for purchase orders received. Under this agreement,
Waddell & Reed, Inc. pays the costs of sales literature, including the costs of
shareholder reports used as sales literature, and the costs of printing the
prospectus furnished to it by the Fund. The dollar amount of underwriting
commissions for Class A shares for the fiscal periods ended September 30, 2000,
March 31, 2000, 1999 and 1998 were $115,609, $114,701, $502,515 and $292,989,
respectively. For the fiscal periods ended September 30, 2000 and March 31,
2000, the dollar amount of underwriting commissions for Class B shares was $758
and $0, and for Class C shares was $341 and $627. The amounts retained by
Waddell & Reed, Inc. for each fiscal period were, in the aggregate, $24,030,
(1,064), $207,377, and $123,079, respectively.



                                       33
<PAGE>

         As  described  in the  Prospectus,  Waddell & Reed,  Inc.  reallows  to
selling broker-dealers a portion of the sales charge paid for purchases of Class
A shares.  A major  portion  of the  sales  charge  for  Class A shares  and the
contingent  deferred  sales charge (CDSC) for Class B and Class C shares and for
certain Class A shares may be paid to financial advisors and managers of Waddell
& Reed, Inc. and selling broker-dealers. Waddell & Reed, Inc. may compensate its
financial advisors as to purchases for which there is no sales or deferred sales
charge.

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

         Under the Distribution and Service Plan (the Plan) for Class A shares
adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act, the Fund may pay
Waddell & Reed, Inc., the principal underwriter for the Fund, a fee not to
exceed 0.25% of the Fund's average annual net assets attributable to Class A
shares, paid monthly, to reimburse Waddell & Reed, Inc. for its costs and
expenses in connection with, either directly or through others, the distribution
of the Class A shares, the provision of personal services to Class A
shareholders and/or maintenance of Class A shareholder accounts.


         Waddell & Reed, Inc. offers the Fund's shares through its financial
advisors, registered representatives and sales managers (collectively, the sales
force) and through other broker-dealers, banks and other appropriate
intermediaries. In distributing shares through its sales force, Waddell & Reed,
Inc. will pay commissions and incentives to the sales force at or about the time
of sale and will incur other expenses including costs for prospectuses, sales
literature, advertisements, sales office maintenance, processing of orders and
general overhead with respect to its efforts to distribute the Fund's shares.
The Class A Plan permits Waddell & Reed, Inc. to receive reimbursement for these
Class A-related distribution activities through the distribution fee, subject to
the limit contained in the Plan. The Class A Plan also permits Waddell & Reed,
Inc. to be reimbursed for amounts it expends in compensating, training and
supporting registered financial advisors, sales managers and/or other
appropriate personnel in providing personal services to Class A shareholders of
the Fund and/or maintaining Class A shareholder accounts; increasing services
provided to Class A shareholders of the Fund by office personnel located at
field sales offices; engaging in other activities useful in providing personal
service to Class A shareholders of the Fund and/or maintenance of Class A
shareholder accounts; and in compensating broker-dealers, and other third
parties, who may regularly sell Class A shares of the Fund, and other third
parties, for providing shareholder services and/or maintaining shareholder


                                       34
<PAGE>

accounts with respect to Class A shares. Service fees in the amounts of 131,760
and $300,529 and distribution fees in the amounts of $10,025 and $24,679,
respectively, were paid (or accrued) by the Fund under the Class A Plan for the
fiscal periods ended September 30, 2000 and March 31, 2000.

         Under the Plans adopted by the Fund for Class B and Class C shares,
respectively, the Fund may pay Waddell & Reed, Inc., on an annual basis, a
service fee of up to 0.25% of the average daily net assets of the class to
compensate Waddell & Reed, Inc. for, either directly or through others,
providing personal services to shareholders of that class and/or maintaining
shareholder accounts for that class and a distribution fee of up to 0.75% of the
average daily net assets of the class to compensate Waddell & Reed, Inc. for,
either directly or through others, distributing the shares of that class. The
Class B Plan and the Class C Plan each permit Waddell & Reed, Inc. to receive
compensation, through the distribution and service fee, respectively, for its
distribution activities for that class, which are similar to the distribution
activities described with respect to the Class A Plan, and for its activities in
providing personal services to shareholders of that class and/or maintaining
shareholder accounts of that class, which are similar to the corresponding
activities for which it is entitled to reimbursement under the Class A Plan.
Service fees in the amounts of $1,256 and $1,502 and distribution fees in the
amounts of $3,588 and $481, respectively, were paid (or accrued) by the Fund
under the Class B Plan for the fiscal periods ended September 30, 2000 and March
31, 2000, respectively. Service fees in the amounts of $642 and $491 and
distribution fees in the amounts of $1,915 and $166, respectively, were paid (or
accrued) by the Fund under the Class C Plan for the fiscal periods ended
September 30, 2000 and March 31, 2000.


         The only Directors or interested persons, as defined in the 1940 Act,
of the Fund who have a direct or indirect financial interest in the operation of
the Plans are the officers and Directors who are also officers of either Waddell
& Reed, Inc. or its affiliate(s) or who are shareholders of Waddell & Reed
Financial, Inc., the indirect parent company of Waddell & Reed, Inc. Each Plan
is anticipated to benefit the Fund and its shareholders of the affected class
through Waddell & Reed, Inc.'s activities not only to distribute the shares of
the affected class but also to provide personal services to shareholders of that
class and thereby promote the maintenance of their accounts with the Fund. The
Fund anticipates that shareholders of a particular class may benefit to the
extent that Waddell & Reed's activities are successful in increasing the assets
of the Fund, through increased sales or reduced redemptions, or a combination of
these, and reducing a shareholder's share of Fund and class expenses. Increased
Fund assets may also provide greater resources with which to pursue the goals of
the Fund. Further, continuing sales of shares may also reduce the likelihood
that it will be necessary to liquidate portfolio securities, in amounts or at
times that may be disadvantageous to the Fund, to meet


                                       35
<PAGE>

redemption demands. In addition, the Fund anticipates that the revenues from the
Plans will provide Waddell & Reed, Inc. with greater resources to make the
financial commitments necessary to continue to improve the quality and level of
services to the Fund and the shareholders of the affected class.


         To the extent that Waddell & Reed, Inc. incurs expenses for which
reimbursement or compensation may be made under the Plans that relate to
distribution and service activities also involving another fund in the Waddell &
Reed Advisors Funds or W&R Funds, Inc., Waddell & Reed, Inc. typically
determines the amount attributable to the Fund's expenses under the Plans on the
basis of a combination of the respective classes' relative net assets and number
of shareholder accounts.

         As noted above, Class A shares, Class B shares and Class C shares are
offered through Waddell & Reed, Inc. and other broker-dealers. In addition to
the dealer reallowance that may be applicable to Class A share purchases, as
described in the Prospectus, Waddell & Reed, Inc. may pay such broker-dealers a
portion of the fees it receives under the respective Plans as well as other
compensation in connection with the distribution of Fund shares, including the
following: 1) for the purchase of Class A shares purchased at NAV by clients of
Legend Equities Corporation (Legend), Waddell & Reed, Inc. (or its affiliate)
may pay Legend 1.00% of net assets invested; 2) for the purchase of Class B
shares, Waddell & Reed, Inc. (or its affiliate) may pay Legend 4.00% of net
assets invested; 3) for the purchase of Class C shares, Waddell & Reed, Inc. (or
its affiliate) may pay Legend 1.00% of net assets invested.


         Each Plan was approved by the Fund's Board of Directors, including the
Directors who are not interested persons of the Fund and who have no direct or
indirect financial interest in the operations of the Plans or any agreement
referred to in the Plans (hereafter, the Plan Directors). The Class A Plan was
also approved by the affected shareholders of the Fund.

         Among other things, each Plan provides that (1) Waddell & Reed, Inc.
will provide to the Directors of the Fund at least quarterly, and the Directors
will review, a report of amounts expended under the Plan and the purposes for
which such expenditures were made, (2) the Plan will continue in effect only so
long as it is approved at least annually, and any material amendments thereto
will be effective only if approved, by the Directors including the Plan
Directors acting in person at a meeting called for that purpose, (3) amounts to
be paid by the Fund under the Plan may not be materially increased without the
vote of the holders of a majority of the outstanding shares of the affected
class of the Fund, and (4) while the Plan remains in effect, the selection and
nomination of the Directors who are Plan Directors will be committed to the
discretion of the Plan Directors.


                                       36
<PAGE>

CUSTODIAL AND AUDITING SERVICES

         The Fund's Custodian is UMB Bank, n.a., Kansas City, 928 Grand
Boulevard, Missouri. In general, the Custodian is responsible for holding the
Fund's cash and securities. Deloitte & Touche LLP, 1010 Grand Boulevard, Kansas
City, Missouri, the Fund's independent auditors, audits the Fund's financial
statements.


                   PURCHASE, REDEMPTION AND PRICING OF SHARES

DETERMINATION OF OFFERING PRICE

         The NAV of each class of the shares of the Fund is the value of the
assets of that class, less the class's liabilities, divided by the total number
of outstanding shares of that class.


         Class A shares of the Fund are sold at their next determined NAV plus
the sales charge described in the Prospectus. The sales charge is paid to
Waddell & Reed, Inc., the Fund's underwriter. The price makeup as of September
30, 2000, which is the most recent balance sheet included in this SAI, was as
follows:

         NAV per Class A share (Class
              A net assets divided by Class A shares
              outstanding) ..................................       $5.27
         Add:  selling commission (4.25% of offering
              price) ........................................        0.23
                                                                    -----
         Maximum offering price per Class A share
              (Class A NAV divided by 95.75%)................       $5.50
                                                                    =====


         The offering price of a Class A share is its NAV next calculated
following acceptance of a purchase order plus the sales charge. The offering
price of a Class B, Class C or a Class Y share is the NAV next calculated
following acceptance of a purchase order. The number of shares you receive for
your purchase depends on the next offering price after Waddell & Reed, Inc. or
an authorized third party receives and accepts your order at its principal
business office. You will be sent a confirmation after your purchase which will
indicate how many shares you have purchased. Shares are normally issued for cash
only.

         Waddell & Reed, Inc. need not accept any purchase order, and it or the
Fund may determine to discontinue offering Fund shares for purchase.

         The NAV and offering price per share are ordinarily computed once each
day that the NYSE is open for trading as of the later of the close of the
regular session of the NYSE or the close of


                                       37
<PAGE>

the regular session of any domestic securities or commodities exchange on which
an option or futures contract held by the Fund is traded. The NYSE annually
announces the days on which it will not be open for trading. The most recent
announcement indicates that it will not be open on the following days: New
Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. However,
it is possible that the NYSE may close on other days. The NAV will change every
business day, since the value of the assets and the number of shares outstanding
change every business day.

         The Board of Directors has decided to use the prices quoted by a dealer
in bonds which offers a pricing service to value U.S. Government securities. The
Board believes that such a service does quote their fair value. The Board,
however, may hereafter determine to use another service or use the bid price
quoted by dealers if it should determine that such service or quotes more
accurately reflect the fair value of U.S. Government securities held by the
Fund.

         Short-term U.S. Government securities are valued at amortized cost,
which approximates market value. Securities or other assets which are not valued
by either of the foregoing methods and for which market quotations are not
readily available would be valued by appraisal at their fair value as determined
in good faith under procedures established by and under the general supervision
and responsibility of the Board of Directors.

         Puts, calls and Government securities Futures purchased and held by the
Fund are valued at the last sales price thereof on the securities or commodities
exchanges on which they are traded, or, if there are no transactions, at the
mean between bid and asked prices. Ordinarily, the close of the regular session
of option trading on national securities exchanges is 4:10 p.m. Eastern time and
the close of the regular session of commodities exchanges is 4:15 p.m. Eastern
time. Futures contracts will be valued by reference to established futures
exchanges. The value of a futures contract purchased by the Fund will be either
the closing price of that contract or the bid price. Conversely, the value of a
futures contract sold by the Fund will be either the closing price or the asked
price.

         When the Fund writes a put or call, an amount equal to the premium
received is included in the Fund's Statement of Assets and Liabilities as an
asset, and an equivalent deferred credit is included in the liability section.
The deferred credit is marked-to-market to reflect the current market value of
the put or call. If a call the Fund wrote is exercised, the proceeds received on
the sale of the related investment are increased by the amount of the premium
the Fund received. If the Fund exercised a call it purchased, the amount paid to
purchase the related investments is increased by the amount of the premium paid.
If a put written by the Fund is exercised, the amount the Fund pays to purchase
the related investment is decreased by the


                                       38
<PAGE>

amount of the premium it received. If the Fund exercises a put it purchased, the
amount the Fund receives from the sale of the related investment is reduced by
the amount of the premium it paid. If a put or call written by the Fund expires,
it has a gain in the amount of the premium; if it enters into a closing purchase
transaction, the Fund will have a gain or loss depending on whether the premium
was more or less than the cost of the closing transaction.

MINIMUM INITIAL AND SUBSEQUENT INVESTMENTS


         For Class A, Class B and Class C shares, initial investments must be at
least $500 with the exceptions described in this paragraph. A $100 minimum
initial investment pertains to certain exchanges of shares from another fund in
the Waddell & Reed Advisors Funds or W&R Funds, Inc. A $50 minimum initial
investment pertains to purchases for 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 minimum initial
investment of $25 is applicable to purchases made through payroll deduction for
or by employees of Waddell & Reed, Inc., WRIMCO, or their affiliates. Except
with respect to certain exchanges and automatic withdrawals from a bank account,
a shareholder may make subsequent investments of any amount.


         For Class Y shares, investments by government entities or authorities
or by corporations must total at least $10 million within the first twelve
months after initial investment. There is no initial investment minimum for
other Class Y investors.

REDUCED SALES CHARGES (APPLICABLE TO CLASS A SHARES ONLY)

      ACCOUNT GROUPING

         Large purchases of Class A shares are subject to lower sales charges.
The schedule of sales charges appears in the Prospectus. For the purpose of
taking advantage of the lower sales charges available for large purchases, a
purchase in any of categories 1 through 7 listed below made by an individual or
deemed to be made by an individual may be grouped with purchases in any other of
these categories:

1.       Purchases by an individual for his or her own account (includes
         purchases under the Waddell & Reed Advisors Funds Revocable Trust
         Form);

2.       Purchases by that individual's spouse purchasing for his or her own
         account (includes Waddell & Reed Advisors Funds Revocable Trust Form of
         spouse);


                                       39
<PAGE>

3.       Purchases by that individual or his or her spouse in their joint
         account;

4.       Purchases by that individual or his or her spouse for the account of
         their child under age 21;

5.       Purchase by any custodian for the child of that individual or spouse in
         a Uniform Transfers to Minors Act (UTMA) or Uniform Gift to Minors Act
         (UGMA) account;

6.       Purchases by that individual or his or her spouse for his or her
         Individual Retirement Account (IRA), salary reduction plan account
         under Section 457 of the Internal Revenue Code of 1986, as amended (the
         Code), provided that such purchases are subject to a sales charge (see
         Net Asset Value Purchases), tax-sheltered annuity account (TSA) or
         Keogh plan account, provided that the individual and spouse are the
         only participants in the Keogh plan; and

7.       Purchases by a trustee under a trust where that individual or his or
         her spouse is the settlor (the person who establishes the trust).

         For the foregoing categories, an individual's domestic partner is
treated as his or her spouse.

         Examples:

         A.       Grandmother opens an UGMA account for grandson A; Grandmother
                  has an account in her own name; A's father has an account in
                  his own name; the UGMA account may be grouped with A's
                  father's account but may not be grouped with Grandmother's
                  account;

         B.       H establishes a trust naming his children as beneficiaries and
                  appointing himself and his bank as co-trustees; a purchase
                  made in the trust account is eligible for grouping with an IRA
                  account of W, H's wife;

         C.       H's will provides for the establishment of a trust for the
                  benefit of his minor children upon H's death; his bank is
                  named as trustee; upon H's death, an account is established in
                  the name of the bank, as trustee; a purchase in the account
                  may be grouped with an account held by H's wife in her own
                  name.

         D.       X establishes a trust naming herself as trustee and R, her
                  son, as successor trustee and R and S as beneficiaries; upon
                  X's death, the account is transferred to R as trustee; a
                  purchase in the account may not be grouped with R's individual
                  account. (If X's spouse, Y, was successor trustee, this
                  purchase could be grouped with Y's individual account.)


                                       40
<PAGE>

         All  purchases  of  Class  A  shares  made  for  a  participant   in  a
multi-participant Keogh plan may be grouped only with other purchases made under
the same  plan;  a  multi-participant  Keogh  plan is defined as a plan in which
there is more  than one  participant  where one or more of the  participants  is
other than the spouse of the owner/employer.

Example               A: H has  established  a Keogh plan; he and his wife W are
                      the only  participants  in the plan;  they may group their
                      purchases  made  under  the  plan  with any  purchases  in
                      categories 1 through 7 above.

Example               B: H has  established  a Keogh  plan;  his  wife,  W, is a
                      participant  and they have hired one or more employees who
                      also  become  participants  in the  plan;  H and W may not
                      combine  any  purchases  made  under  the  plan  with  any
                      purchases in  categories 1 through 7 above;  however,  all
                      purchases  made  under  the  plan  for H,  W or any  other
                      employee will be combined.

         All purchases of Class A shares made under a qualified employee benefit
plan of an incorporated business will be grouped. (A qualified employee benefit
plan is established pursuant to Section 401 of the Code.) All qualified employee
benefit plans of any one employer or affiliated employers will also be grouped.
(An affiliate is defined as an employer that directly, or indirectly, controls
or is controlled by or is under control with another employer.) All qualified
employee benefit plans of an employer who is a franchisor and those of its
franchisee(s) may also be grouped.

Example: Corporation X sets up a defined benefit plan; its subsidiary,
         Corporation Y, sets up a 401(k) plan; all contributions made under both
         plans will be grouped.

         All purchases of Class A shares made under a simplified employee
pension plan (SEP), payroll deduction plan or similar arrangement adopted by an
employer or affiliated employers (as defined above) may be grouped provided that
the employer elects to have all such purchases grouped at the time the plan is
set up. If the employer does not make such an election, the purchases made by
individual employees under the plan may be grouped with the other accounts of
the individual employees described above in Account Grouping.

         Account grouping as described above is available under the following
circumstances.

      ONE-TIME PURCHASES

         A one-time purchase of Class A shares in accounts eligible for grouping
may be combined for purposes of determining the


                                       41
<PAGE>

availability of a reduced sales charge. In order for an eligible purchase to be
grouped, the investor must advise Waddell & Reed, Inc. at the time the purchase
is made that it is eligible for grouping and identify the accounts with which it
may be grouped.


Example: H and W open an account in the Fund and invest $75,000; at the same
         time, H's parents open up three UGMA accounts for H and W's three minor
         children and invest $10,000 in each child's name; the combined purchase
         of $105,000 of Class A shares is subject to a reduced sales load of
         4.75% provided that Waddell & Reed, Inc. is advised that the purchases
         are entitled to grouping.



      RIGHTS OF ACCUMULATION


         If Class A shares are held in any account and an additional purchase of
Class A shares is made in that account or in any account eligible for grouping
with that account, the additional purchase is combined with the NAV of the
existing account as of the date the new purchase is accepted by Waddell & Reed,
Inc. for the purpose of determining the availability of a reduced sales charge.

Example: H is a current Class A shareholder who invested in the Fund three years
         ago. His account has a NAV of $80,000. His wife, W, now wishes to
         invest $20,000 in Class A shares of the Fund. W's purchase will be
         combined with H's existing account and will be entitled to a reduced
         sales charge of 4.75%. H's original purchase was subject to a full
         sales charge and the reduced charge does not apply retroactively to
         that purchase.


         In order to be entitled to Rights of Accumulation, the purchaser must
inform Waddell & Reed, Inc. that the purchaser is entitled to a reduced charge
and provide Waddell & Reed, Inc. with the name and number of the existing
account(s) with which the purchase may be combined.

      LETTER OF INTENT

         The benefit of a reduced sales charge for larger purchases of Class A
shares is also available under a Letter of Intent (LOI). By signing an LOI form,
which is available from Waddell & Reed, Inc., the purchaser indicates an
intention to invest, over a 13-month period, a dollar amount which is sufficient
to qualify for a reduced sales charge. The 13-month period begins on the date
the first purchase made under the LOI is accepted by Waddell & Reed, Inc. Each
purchase made from time to time under the LOI is treated as if the purchaser
were buying at one time the total amount which he or she intends to invest. The
sales charge applicable to all purchases of Class A shares made under the


                                       42
<PAGE>

terms of the LOI will be the sales charge in effect on the beginning date of the
13-month period.

         In determining the amount which the purchaser must invest in order to
qualify for a reduced sales charge under an LOI, the investor's Rights of
Accumulation (see above) will be taken into account; that is, Class A shares
already held in the same account in which the purchase is being made or in any
account eligible for grouping with that account, as described above, will be
included.

Example: H signs an LOI indicating his intent to invest in his own name a dollar
         amount sufficient to entitle him to purchase Class A shares at the
         sales charge applicable to a purchase of $100,000. H has an IRA account
         and the Class A shares held under the IRA in the Fund have a NAV as of
         the date the LOI is accepted by Waddell & Reed, Inc. of $15,000; H's
         wife, W, has an account in her own name invested in another fund in the
         Waddell & Reed Advisors Funds which charges the same sales load as the
         Fund, with a NAV as of the date of acceptance of the LOI of $10,000; H
         needs to invest $75,000 in Class A shares over the 13-month period in
         order to qualify for the reduced sales load applicable to a purchase of
         $100,000.

         A copy of the LOI signed by a purchaser will be returned to the
purchaser after it is accepted by Waddell & Reed, Inc. and will set forth the
dollar amount of Class A shares which must be purchased within the 13-month
period in order to qualify for the reduced sales charge.

         The minimum initial investment under an LOI is 5% of the dollar amount
which must be invested under the LOI. An amount equal to 5% of the purchase
required under the LOI will be held in escrow. If a purchaser does not, during
the period covered by the LOI, invest the amount required to qualify for the
reduced sales charge under the terms of the LOI, he or she will be responsible
for payment of the sales charge applicable to the amount actually invested. The
additional sales charge owed on purchases of Class A shares made under an LOI
which is not completed will be collected by redeeming part of the shares
purchased under the LOI and held in escrow unless the purchaser makes payment of
this amount to Waddell & Reed, Inc. within 20 days of Waddell & Reed, Inc.'s
request for payment.

         If the actual amount invested is higher than the amount an investor
intends to invest, and is large enough to qualify for a sales charge lower than
that available under the LOI, the lower sales charge will apply.

         An LOI does not bind the purchaser to buy, or Waddell & Reed, Inc. to
sell, the shares covered by the LOI.


                                       43
<PAGE>

         With respect to LOIs for $2,000,000 or purchases otherwise qualifying
for no sales charge under the terms of the LOI, the initial investment must be
at least $200,000, and the value of any shares redeemed during the 13-month
period which were acquired under the LOI will be deducted in computing the
aggregate purchases under the LOI.

         LOIs are not available for purchases made under an SEP where the
employer has elected to have all purchases under the SEP grouped.

      OTHER FUNDS IN THE WADDELL & Reed Advisors Funds and W&R Funds, Inc.


         Reduced sales charges for larger purchases of Class A shares apply to
purchases of any of the Class A shares of any of the funds in the Waddell & Reed
Advisors Funds and the W&R Funds, Inc. subject to a sales charge. A purchase of
Class A shares, or Class A shares held, in any of the funds in the Waddell &
Reed Advisors Funds and/or the W&R Funds, Inc. subject to a sales charge will be
treated as an investment in the Fund in determining the applicable sales charge.
For these purposes, Class A shares of Waddell & Reed Advisors Cash Management,
Inc., Waddell & Reed Advisors Municipal Money Market Fund, Inc. or W&R Funds,
Inc. Money Market Fund that were acquired by exchange of another Waddell & Reed
Advisors Fund or W&R Funds, Inc. Class A shares on which a sales charge was
paid, plus the shares paid as dividends on those acquired shares, are also taken
into account.


NET ASSET VALUE PURCHASES OF CLASS A SHARES


         Class A shares of the Fund may be purchased at NAV by the Directors and
officers of the Fund or of any affiliated entity of Waddell & Reed, Inc.,
employees of Waddell & Reed, Inc. or of any of its affiliates, financial
advisors of Waddell & Reed, Inc. and the spouse, children, parents, children's
spouses and spouse's parents of each such Director, officer, employee and
financial advisor. Child includes stepchild; parent includes stepparent.
Purchases of Class A shares in an IRA sponsored by Waddell & Reed, Inc.
established for any of these eligible purchasers may also be at NAV. Purchases
of Class A shares in any tax-qualified retirement plan under which the eligible
purchaser is the sole participant may also be made at NAV. Trusts under which
the grantor and the trustee or a co-trustee are each an eligible purchaser are
also eligible for NAV purchases of Class A shares. A custodian under the UGMA or
UTMA purchasing for the child or grandchild of any employee or financial advisor
may purchase Class A shares at NAV whether or not the custodian himself is an
eligible purchaser. Employees includes retired employees. A retired employee is
an individual separated from service from Waddell & Reed, Inc., or from an
affiliated company with a vested interest in any Employee Benefit plan sponsored
by Waddell & Reed, Inc. or any of its affiliated companies. Financial


                                       44
<PAGE>

advisors includes retired financial advisors. A retired financial advisor is any
financial advisor who was, at the time of separation from service from Waddell &
Reed, Inc., a Senior Financial Advisor. A custodian under UGMA or UTMA
purchasing for the child or grandchild of any employee or financial advisor may
purchase Class A shares at NAV whether or not the custodian himself is an
eligible purchaser.


         Until March 31, 2001, Class A shares may also be purchased at NAV by
persons who are clients of Legend if the purchase is made with the proceeds of
the redemption of shares of a mutual fund which is not within the Waddell & Reed
Advisors Funds or W&R Funds, Inc. and the purchase is made within 60 days of
such redemption.


         Purchases of Class A shares in 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, may be made at NAV.

         Purchases of Class A shares in 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, may be made at NAV.

         Direct Rollovers from the Waddell & Reed Advisors Retirement Plan.


         Shares may also be issued at NAV in a merger, acquisition or exchange
offer made pursuant to a plan of reorganization to which the Fund is a party.

REASONS FOR DIFFERENCES IN THE PUBLIC OFFERING PRICE OF CLASS A SHARES


         As described herein and in the Prospectus, there are a number of
instances in which the Fund's Class A shares are sold or issued on a basis other
than at the maximum public offering price, that is, the NAV plus the highest
sales charge. Some of these instances relate to lower or eliminated sales
charges for larger purchases of Class A shares, whether made at one time or over
a period of time as under an LOI or Rights of Accumulation. See the table of
sales charges in the Prospectus for the Class A shares. The reasons for these
quantity discounts are, in general, that (1) they are traditional and have long
been permitted in the industry and are therefore necessary to meet competition
as to sales of shares of other funds having such discounts, (2) certain quantity
discounts are required by rules of the National Association of Securities
Dealers, Inc. (as is elimination of sales charges on the reinvestment of
dividends and distributions), and (3) they are designed to avoid an unduly large
dollar amount of sales charge on substantial purchases in view of reduced
selling expenses. Quantity discounts are made


                                       45
<PAGE>

available to certain related persons for reasons of family unity and to provide
a benefit to tax-exempt plans and organizations.


In general, the reasons for the other instances in which there are reduced or
eliminated sales charges for Class A shares are as follows. Exchanges at NAV are
permitted because a sales charge has already been paid on the shares exchanged.
Sales of Class A shares without a sales charge are permitted to Directors,
officers and certain others due to reduced or eliminated selling expenses and
since such sales may aid in the development of a sound employee organization,
encourage responsibility and interest in the Waddell & Reed Advisors Funds and
an identification with its aims and policies. Limited reinvestments of
redemptions of Class A shares at no sales charge are permitted to attempt to
protect against mistaken or not fully informed redemption decisions. Class A
shares may be issued at no sales charge in plans of reorganization due to
reduced or eliminated sales expenses and since, in some cases, such issuance is
exempted in the 1940 Act from the otherwise applicable restrictions as to what
sales charge must be imposed. Reduced or eliminated sales charges may also be
used for certain short-term promotional activities by Waddell & Reed, Inc. In no
case in which there is a reduced or eliminated sales charge are the interests of
existing Class A shareholders adversely affected since, in each case, the Fund
receives the NAV per share of all shares sold or issued.




EXCHANGES FOR SHARES OF OTHER FUNDS IN THE WADDELL & REED ADVISORS FUNDS AND W&R
FUNDS, INC.

      CLASS A SHARE EXCHANGES


         Once a sales charge has been paid on shares of a fund in the Waddell &
Reed Advisors Funds or the W&R Funds, Inc., these shares and any shares added to
them from dividends or distributions paid in shares may be freely exchanged for
Class A shares of another fund in the Waddell & Reed Advisors Funds or the W&R
Funds, Inc. The shares you exchange must be worth at least $100 or you must
already own shares of the fund in the Waddell & Reed Advisors Funds or the W&R
Funds, Inc. into which you want to exchange.

         You may exchange Class A shares you own in another fund in the Waddell
& Reed Advisors Funds or the W&R Funds, Inc. for Class A shares of the Fund
without charge if (1) a sales charge was paid on these shares, or (2) the shares
were received in exchange for shares for which a sales charge was paid, or (3)
the shares were acquired from reinvestment of dividends and distributions paid
on such shares. There may have been one or more such exchanges so long as a
sales charge was paid on the shares originally purchased. Also, shares acquired
without a


                                       46
<PAGE>

sales charge because the purchase was $2 million or more will be treated the
same as shares on which a sales charge was paid.

         Shares of Waddell & Reed Advisors Municipal Bond Fund, Inc., Waddell &
Reed Advisors Government Securities Fund, Inc., Waddell & Reed Advisors
Municipal High Income Fund, Inc. (formerly, United Municipal Bond Fund, Inc.,
United Government Securities Fund, Inc. and United Municipal High Income Fund,
Inc., respectively), W&R Funds, Inc. Municipal Bond Fund and W&R Funds, Inc.
Limited-Term Bond Fund (formerly, Waddell & Reed Funds, Inc.) are the exceptions
and special rules apply. Class A shares of any of these funds may be exchanged
for Class A shares of the Fund only if (1) you received those shares as a result
of one or more exchanges of shares on which a maximum sales charge was
originally paid (currently, 5.75%), or (2) the shares have been held from the
date of original purchase for at least six months.

         Subject to the above rules regarding sales charges, you may have a
specific dollar amount of Class A shares of Waddell & Reed Advisors Cash
Management, Inc. or Class A shares of Waddell & Reed Advisors Municipal Money
Market Fund, Inc. automatically exchanged each month into Class A shares of the
Fund or any other fund in the Waddell & Reed Advisors Funds, provided you
already own Class A shares of the fund. The shares of Waddell & Reed Advisors
Cash Management, Inc. or Waddell & Reed Advisors Municipal Money Market Fund,
Inc. which you designate for automatic exchange must be worth at least $100,
which may be allocated among the Class A shares of different funds in the
Waddell & Reed Advisors Funds so long as each fund receives a value of at least
$25. Minimum initial investment and minimum balance requirements apply to such
automatic exchange service.


         You may redeem your Class A shares of the Fund and use the proceeds to
purchase Class Y shares of the Fund if you meet the criteria for purchasing
Class Y shares.

      CLASS B SHARE EXCHANGES

         You may exchange Class B shares of the Fund for Class B shares of other
funds in the Waddell & Reed Advisors Funds and/or W&R Funds, Inc. without
charge.

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


         You may have a specific dollar amount of Class B shares of Waddell &
Reed Advisors Cash Management, Inc. or Waddell & Reed Advisors Municipal Money
Market Fund, Inc. automatically exchanged each month into Class B shares of the
Fund or any other


                                       47
<PAGE>

fund in the Waddell & Reed Advisors Funds, provided you already own Class B
shares of the fund. The shares of Waddell & Reed Advisors Cash Management, Inc.
or Waddell & Reed Advisors Municipal Money Market Fund, Inc. which you designate
for automatic exchange must be worth at least $100, which may be allocated among
different Funds so long as each Fund receives a value of at least $25. Minimum
initial investment and minimum balance requirements apply to such automatic
exchange service.



      CLASS C SHARE EXCHANGES

         You may exchange Class C shares of the Fund for Class C shares of other
funds in the Waddell & Reed Advisors Funds and/or W&R Funds, Inc. without
charge.

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


         You may have a specific dollar amount of Class C shares of Waddell &
Reed Advisors Cash Management, Inc. or Waddell & Reed Advisors Municipal Money
Market Fund, Inc. automatically exchanged each month into Class C shares of the
Fund or any other fund in the Waddell & Reed Advisors Funds, provided you
already own Class C shares of the fund. The shares of Waddell & Reed Advisors
Cash Management, Inc. or Waddell & Reed Advisors Municipal Money Market Fund,
Inc. which you designate for automatic exchange must be worth at least $100,
which may be allocated among different Funds so long as each Fund receives a
value of at least $25. Minimum initial investment and minimum balance
requirements apply to such automatic exchange service.


      CLASS Y SHARE EXCHANGES


         Class Y shares of the Fund may be exchanged for Class Y shares of any
other fund in the Waddell & Reed Advisors Funds or W&R Funds, Inc. or for Class
A shares of Waddell & Reed Advisors Cash Management, Inc. or Class A shares of
Waddell & Reed Advisors Municipal Money Market Fund, Inc.


      GENERAL EXCHANGE INFORMATION

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


                                       48
<PAGE>

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

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 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


                                       49
<PAGE>

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 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.


                                       50
<PAGE>

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.

FLEXIBLE WITHDRAWAL SERVICE FOR CLASS A, CLASS B AND CLASS C SHAREHOLDERS


         If you qualify, you may arrange to receive through the Flexible
Withdrawal Service ( the Service) regular monthly, quarterly, semiannual or
annual payments by redeeming on an ongoing basis Class A, Class B or Class C
shares that you own of the Fund or of any of the funds in the Waddell & Reed
Advisors Funds or W&R Funds, Inc. It would be a disadvantage to an investor to
make additional purchases of Class A shares while the Service is in effect
because it would result in duplication of sales charges. Class B and Class C
shares, and certain Class A shares to which the CDSC otherwise applies, that are
redeemed under the Service are not subject to a CDSC provided the amount
withdrawn does not exceed 24% of the account value annually. Applicable forms to
start the Service are available through Waddell & Reed Services Company.



                                       51
<PAGE>


         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, do not apply to a one-time withdrawal.

         To qualify for the Service, you must have invested at least $10,000 in
Class A, Class B or Class C shares which you still own of any of the funds in
the Waddell & Reed Advisors Funds or W&R Funds, Inc.; or, you must own Class A,
Class B or Class C shares having a value of at least $10,000. The value for this
purpose is the value at the current offering price.

         You can choose to have shares redeemed to receive:

         1. a monthly, quarterly, semiannual or annual payment of $50 or more;

         2. a monthly payment, which will change each month, equal to
one-twelfth of a percentage of the value of the shares in the Account; (you
select the percentage); or

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

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

         Retirement plan accounts may be subject to a fee imposed by the Plan
Custodian for use of the Service.

         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 that class. All
payments under the Service are made by redeeming shares, which may involve a
gain or loss for tax purposes. To the extent that payments exceed dividends and
distributions, the number of shares you own will decrease. When all of the
shares in an account are redeemed, you will not receive any further payments.
Thus, the payments are not an annuity, an income or a return on your investment.

         You may, at any time, change the manner in which you have chosen to
have shares redeemed to any of the other choices originally available to you.
You may, at any time, redeem part or all of the shares in your account; if you
redeem all of the


                                       52
<PAGE>

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.


REDEMPTIONS

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

REINVESTMENT PRIVILEGE


         The Fund offers a one-time reinvestment privilege that allows you to
reinvest all or part of any amount of Class A shares you redeem from the Fund by
sending to the Fund the amount you wish to reinvest. The amount you return will
be reinvested in Class A shares at the NAV next calculated after the Fund
receives the returned amount. Your written request to reinvest and the amount to
be reinvested must be received within 45 days after your redemption request was
received, and the Fund must be offering Class A shares at the time your
reinvestment request is received. You can do this only once as to Class A shares
of the Fund. You do not use up this privilege by redeeming Class A shares to
invest the proceeds at NAV in a Keogh plan or an IRA.


         There is also a reinvestment privilege for Class B and Class C shares
and, where applicable, certain Class A shares under which you may reinvest all
or part of any amount of the shares you redeemed and have the corresponding
amount of the deferred sales charge, if any, which you paid restored to your
account by adding the amount of that charge to the amount you are reinvesting in
shares of the same class. If Fund shares of that class are then being offered,
you can put all or part of your redemption payment back into such shares at the
NAV next calculated after you have returned the amount. Your written


                                       53
<PAGE>

request to do this must be received within 45 days after your redemption request
was received. You can do this only once as to Class B, Class C and Class A
shares of the Fund. For purposes of determining future deferred sales charges,
the reinvestment will be treated as a new investment. 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 $500. The Board of
Directors has no intent to compel redemptions in the foreseeable future. If it
should elect to compel redemptions, shareholders who are affected will receive
prior written notice and will be permitted 60 days to bring their accounts up to
the minimum before this redemption is processed.

ADDITIONAL INFORMATION ON CHECK WRITING

         Checks may not be presented for payment at the office of the bank upon
which the checks are drawn because under 1940 Act rules, redemptions may be
effected only at the next price determined after the redemption request is
presented to the Fund's transfer agent. This limitation does not affect checks
used for payment of bills or cashed at other banks. Shareholders may not close
their accounts through the writing of a check. If a shareholder is subject to
backup withholding described in the Prospectus, no checks will be honored. This
privilege is not available for most retirement plan accounts. Contact the
Shareholder Servicing Agent for further information.

                             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


                                       54
<PAGE>

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.

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.


                                       55
<PAGE>

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.


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.


                                       56
<PAGE>

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.


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


                                       57
<PAGE>

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.

JAMES C. CUSSER

         Vice President of the Fund and two other funds in the Fund Complex;
Vice President of WRIMCO. Date of birth: May 30, 1949.

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

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

         The Board of Directors has created an honorary position of Director
Emeritus, whereby an incumbent Director who has attained the age of 70 may, or
if elected on or after May 31, 1993 and has attained the age of 75 must, resign
his or her position as Director and, unless he or she elects otherwise, will
serve as Director Emeritus provided the Director has served as a Director of the
Funds for at least five years which need not have been consecutive. A Director
Emeritus receives fees in recognition of his or her past services whether or not
services are rendered in his or her capacity as Director Emeritus, but he or she
has no authority or responsibility with respect to the management of the Fund.
Messrs. Henry L. Bellmon, Jay B. Dillingham, Doyle Patterson, Ronald K. Richey
and Paul S. Wise retired as Directors of the Fund and of each of the funds in
the Fund Complex, and each serves as Director Emeritus.

         The funds in the Waddell & Reed Advisors Funds, W&R Target Funds, Inc.
and W&R Funds, Inc. pay to each Director, effective October 1, 1999, an annual
base fee of $50,000, plus $3,000 for each meeting of the Board of Directors
attended and effective January 1, 2000, an annual base fee of $52,000 plus
$3,250 for each meeting of the Board of Directors attended, plus reimbursement
of expenses for attending such meeting and $500 for


                                       58
<PAGE>


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.

                               COMPENSATION TABLE

                                                                      Total
                                         Aggregate                Compensation
                                       Compensation                 From Fund
                                           From                     and Fund
Director                                   Fund+                    Complex+*
                                       ------------               ------------
Robert L. Hechler                             $  0                   $     0
Henry J. Herrmann                                0                         0
Keith A. Tucker                                  0                         0
James M. Concannon                             256                    63,500
John A. Dillingham                             256                    63,500
David P. Gardner                               256                    63,500
Linda K. Graves                                256                    63,500
Joseph Harroz, Jr.                             256                    63,500
John F. Hayes                                  256                    63,500
Glendon E. Johnson                             256                    63,500
William T. Morgan                              256                    63,500
Ronald C. Reimer                               245                    60,250
Frank J. Ross, Jr.                             256                    63,500
Eleanor B. Schwartz                            256                    63,500
Frederick Vogel III                            256                    63,500

+The Fund has changed its fiscal year end from March 31 to September 30; because
its most recent annual data is for a six 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 WRIMCO or its affiliates.

SHAREHOLDINGS

         As of November 30, 2000, all of the Fund's Directors and officers as a
group owned less than 1% of the outstanding shares of the Fund. The following
table sets forth information with respect to the Fund, as of November 30, 2000,
regarding the ownership of the Fund's shares.



                                       59
<PAGE>


<TABLE>
<CAPTION>
                                                                 Shares owned
Name and Address                                                 Beneficially
of Beneficial Owner                          Class               or of Record                   Percent
-------------------                          -----               ------------                   -------
<S>                                         <C>                       <C>                       <C>
Earl G Miller & Karen                       Class B                   38,347                    11.32%
     L Miller
Co-Ttees UA Dtd 06/10/1992
Miller Charitable Remainder
Unitrust
35127 Beach Rd
Capo Beach CA 92624-1737

Fiduciary Trust                             Class C                   19,093                    10.38%
     Co NH Cust
IRA Rollover
FBO Diane K Fasel
1337 Bellwood Court
Los Altos CA 94024-6824

Lois Patricia Yanez                         Class C                    9,443                     5.13%
Ernesto Yanez Jt Wros
8173 Presidio Dr
Cupertino CA 95014-4027

Compass Bank Tr                             Class Y                  111,576                    19.82%
Profit Sharing Plan
FBO Torchmark Corp
     Savings & Investment Plan
Attn:  Wayne Laugevin
15 29th St S Fl 8
Birmingham Al  35233-2000

Kenneburt & Co                              Class Y                  136,477                    24.24%
P O Box 11426
Birmingham AL 35202-1426

John L Green & Edward                       Class Y                   84,306                    14.97%
     F Brennan Tr
Midwestern Teamsters Health and
Welfare Fund Pension Plan
c/o Cynthia L Martineau
2160 S Foster Ave
Wheeling Il 60090-6507

Waddell & Reed                              Class Y                  204,253                    36.28%
     Financial Inc.
401(k) and Thrift Plan
6300 Lamar Avenue
Overland Park KS  66201
</TABLE>



                                       60
<PAGE>

                            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). The second source is net realized capital
gains, which are derived from the proceeds received from the Fund's sale of
securities at a price higher than the Fund's tax basis (usually cost) in such
securities, less losses from sales of securities at a price lower than the
Fund's basis therein these gains can be either long-term or short-term,
depending on how long the Fund has owned the securities before it sells them.
The payments made to shareholders from net investment income and net short-term
capital gains are called dividends.

         Ordinarily, on the 27th day of each month or on the preceding business
day if the 27th falls on a Saturday, Sunday or holiday, all dividends declared
since the last dividend payment are paid. The shares whose holders are entitled
to receive each such dividend are those shares which are held on the Fund's
books at the close of business on the prior day. Therefore, dividends are
ordinarily paid on shares starting on the day after they are issued and on the
day they are redeemed. When shares are redeemed, any declared but unpaid
dividends on these shares will ordinarily be paid on the shares with the next
regular dividend payment and not at the time of redemption.

         The Fund pays distributions from net capital gains (the excess of net
long-term capital gains over net short-term capital losses). It may or may not
have such gains, depending on whether securities are sold and at what price. If
the Fund has net realized capital gains, it will pay distributions once each
year, in the latter part of the fourth calendar quarter, except to the extent it
has applicable net capital losses carried over from a prior year or years to
offset the gains.

CHOICES YOU HAVE ON YOUR DIVIDENDS AND DISTRIBUTIONS


         On your application form, you can give instructions that (1) you want
cash for your dividends and/or distributions or (2) you want your dividends
and/or distributions paid in shares of the Fund of the same class as that with
respect to which they were paid. However, a total dividend and/or distribution
amount less than five dollars will be automatically paid in shares of the Fund
of the same class as that with respect to which they were paid. You can change
your instructions at any time. If you give no instructions, your dividends and
distributions will be paid in shares of the Fund of the same class as that with
respect


                                       61
<PAGE>

to which they were paid. All payments in shares are at NAV without any sales
charge. The NAV used for this purpose is that computed as of the record date for
the dividend or distribution, although this could be changed by the Directors.

         Even if you receive dividends and distributions on Class A shares in
cash, you can thereafter reinvest them (or distributions only) in Class A shares
of the Fund at NAV (i.e., no sales charge) next calculated after receipt by
Waddell & Reed, Inc., of the amount clearly identified as a reinvestment. The
reinvestment must be within 45 days after the payment.


                                      TAXES


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) 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
dividends, interest, payments with respect to securities loans and gains from
the sale or other disposition of securities 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


                                       62
<PAGE>

could be required to recognize unrealized gains, pay substantial taxes and
interest, and make substantial distributions before requalifying for RIC
treatment.


         Dividends and distributions declared by the Fund in October, November
or December of any year and payable to its shareholders of record on a date in
any of those months are deemed to have been paid by the Fund and received by the
shareholders on December 31 of that year even if they are paid by the Fund
during the following January. Accordingly, those dividends and distributions
will be taxed to the shareholders for the year in which that December 31 falls.


         If Fund shares are sold at a loss after being held for six months or
less, the loss will be treated as a long-term, instead of short-term, capital
loss to the extent of any distributions received on those shares. Investors also
should be aware that if shares are purchased shortly before the record date for
a dividend or distribution, the investor will receive some portion of the
purchase price back as a taxable dividend or distribution.

         The Fund will be subject to a nondeductible 4% excise tax (Excise Tax)
to the extent it fails to distribute, by the end of any calendar year,
substantially all of its ordinary income for that year and capital gain net
income for the one-year period ending on October 31 of that year, plus certain
other amounts. For these purposes, the Fund may defer into the next calendar
year net capital losses incurred between November 1 and the end of the current
calendar year. It is the policy of the Fund to pay sufficient dividends and
distributions each year to avoid imposition of the Excise Tax.

INCOME FROM OPTIONS, FUTURES AND FORWARD CURRENCY CONTRACTS

         The use of hedging and option income strategies, such as writing
(selling) and purchasing options and futures contracts, involves complex rules
that will determine for income tax purposes the amount, character and timing of
recognition of the gains and losses the Fund realizes in connection therewith.
Gains from options and futures contracts derived by the Fund with respect to its
business of investing in securities , will qualify as permissible income under
the Income Requirement.

         Any income the Fund earns from writing options is treated as short-term
capital gain. If the Fund enters into a closing purchase transaction, it will
have a short-term capital gain or loss based on the difference between the
premium it receives for the option it wrote and the premium it pays for the
option it buys. If an option written by the Fund lapses without being exercised,
the premium it received also will be a short-term capital gain. If such an
option is exercised and the Fund thus sells the securities subject to the
option, the premium the Fund


                                       63
<PAGE>

receives will be added to the exercise price to determine the gain or loss on
the sale.

         Certain options and futures contracts in which the Fund may invest may
be section 1256 contracts. Section 1256 contracts held by the Fund at the end of
its taxable year, other than contracts subject to a mixed straddle election made
by the Fund, are marked-to-market (that is, treated as sold at that time for
their fair market value) for Federal income tax purposes, with the result that
unrealized gains or losses are treated as though they were realized. 60% of any
net gains or losses recognized on these deemed sales, and 60% of any net
realized gains or losses from any actual sales of section 1256 contracts, are
treated as long-term capital gains or losses, and the balance are treated as
short-term capital gains or losses. Section 1256 contracts also may be
marked-to-market for purposes of the Excise Tax and other purposes. The Fund may
need to distribute any mark-to-market gains to its shareholders to satisfy the
Distribution Requirement and/or avoid imposition of the Excise Tax, even though
it may not have closed the transactions and received cash to pay the
distributions.

         Code section 1092 (dealing with straddles) also may affect the taxation
of options and futures contracts in which the Fund may invest. That section
defines a straddle as offsetting positions with respect to personal property;
for these purposes, options and futures contracts are personal property. Section
1092 generally provides that any loss from the disposition of a position in a
straddle may be deducted only to the extent the loss exceeds the unrealized gain
on the offsetting position(s) of the straddle. In addition, these rules may
postpone the recognition of loss that would otherwise be recognized under the
mark-to-market rules discussed above. The regulations under section 1092 also
provide certain wash sale rules, which apply to transactions where a position is
sold at a loss and a new offsetting position is acquired within a prescribed
period, and short sale rules applicable to straddles. If the Fund makes certain
elections, the amount, character and timing of the recognition of gains and
losses from the affected straddle positions will be determined under rules that
vary according to the elections made. Because only a few of the regulations
implementing the straddle rules have been promulgated, the tax consequences of
straddle transactions to the Fund are not entirely clear.

         If the Fund has an appreciated financial position -- generally, an
interest (including an interest through an option or futures contract or short
sale) with respect to any stock, debt instrument (other than straight debt) or
partnership interest the fair market value of which exceeds its adjusted basis
-- and enters into a constructive sale of the position, the Fund will be treated
as having made an actual sale thereof, with the result that gain will be
recognized at that time. A constructive sale generally consists of a short sale,
an offsetting notional principal contract or futures contract


                                       64
<PAGE>

entered into by the Fund or a related person with respect to the same or
substantially identical property. In addition, if the appreciated financial
position is itself a short sale or such a contract, acquisition of the
underlying property or substantially identical property will be deemed a
constructive sale. The foregoing will not apply, however, to any transaction
during any taxable year that otherwise would be treated as a constructive sale
if the transaction is closed within 30 days after the end of that year and the
Fund holds the appreciated financial position unhedged for 60 days after that
closing (i.e., at no time during that 60-day period is the Fund's risk of loss
regarding that position reduced by reason of certain specified transactions with
respect to substantially identical or related property, such as having an option
to sell, being contractually obligated to sell, making a short sale, or granting
an option to buy substantially identical stock or securities).


                      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. Transactions in securities other than those for which an exchange is
the primary market are generally effected with dealers acting as principals or
market makers. Brokerage commissions are paid primarily for effecting
transactions in securities traded on an exchange and otherwise only if it
appears likely that a better price or execution can be obtained. The individual
who manages the Fund may manage other advisory accounts with similar investment
objectives. It can be anticipated that the manager will frequently place
concurrent orders for all or most accounts for which the manager has
responsibility or WRIMCO may otherwise combine orders for the Fund with those of
other funds in the Waddell & Reed Advisors Funds, W&R Target Funds, Inc. and W&R
Funds, Inc. or other accounts for which it has investment discretion, including
accounts affiliated with WRIMCO. WRIMCO, at its discretion, may aggregate such
orders. Under current written procedures, transactions effected pursuant to such
combined orders are averaged as to price and allocated in accordance with the
purchase or sale orders actually placed for each fund or advisory account,
except where the combined order is not filled completely. In this case, for a
transaction not involving an initial public offering (IPO), WRIMCO will
ordinarily allocate the transaction pro rata based on the orders placed, subject
to certain variances provided for in the written procedures. For a partially
filled IPO order, subject to certain variances specified in the written
procedures, WRIMCO generally allocates the shares as follows: the IPO shares are
initially allocated pro rata among the included funds and/or advisory accounts
grouped according to investment objective, based on relative total assets of
each group; and the shares are then allocated within each group pro rata based
on relative total


                                       65
<PAGE>

assets of the included funds and/or advisory accounts, subject to certain
exceptions.


         In all cases, WRIMCO seeks to implement its allocation procedures to
achieve a fair and equitable allocation of securities among its funds and other
advisory accounts. Sharing in large transactions could affect the price the Fund
pays or receives or the amount it buys or sells. As well, a better negotiated
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 need not seek competitive commission bidding but
is expected to minimize the commissions paid to the extent consistent with the
interests and policies of the Fund. Subject to review by the Board of Directors,
such policies include the selection of brokers which provide execution and/or
research services and other services, including pricing or quotation services
directly or through others (research and brokerage services) considered by
WRIMCO to be useful or desirable for its investment management of the Fund
and/or the other funds and accounts over which WRIMCO has investment discretion.

         Research and brokerage services are, in general, defined by reference
to Section 28(e) of the Securities Exchange Act of 1934 as including (1) advice,
either directly or through publications or writings, as to the value of
securities, the advisability of investing in, purchasing or selling securities
and the availability of securities and purchasers or sellers; (2) furnishing
analyses and reports; or (3) effecting securities transactions and performing
functions incidental thereto (such as clearance, settlement and custody).
Investment discretion is, in general, defined as having authorization to
determine what securities shall be purchased or sold for an account, or making
those decisions even though someone else has responsibility.

         The commissions paid to brokers that provide such research and/or
brokerage services may be higher than the commission another qualified broker
would charge for effecting comparable transactions and are permissible if a good
faith determination is made by WRIMCO that the commission is reasonable in
relation to the research or brokerage services provided. Subject to the
foregoing considerations, WRIMCO may also consider sales of Fund shares as a
factor in the selection of broker-dealers to execute portfolio transactions. No
allocation of brokerage or principal business is made to provide any other
benefits to WRIMCO.

         The investment research provided by a particular broker may be useful
only to one or more of the other advisory accounts of WRIMCO, and investment
research received for the commissions of those other accounts may be useful both
to the Fund and one or more of such other accounts. To the extent that
electronic or


                                       66
<PAGE>


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 and this cost is paid by WRIMCO.

         Such investment research (which may be supplied by a third party at the
request of a broker) includes information on particular companies and industries
as well as market, economic or institutional activity areas. It serves to
broaden the scope and supplement the research activities of WRIMCO; serves to
make 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.


         The Fund, WRIMCO and Waddell & Reed, Inc. have adopted a Code of Ethics
under Rule 17j-1 of the 1940 Act that permits their respective directors,
officers and employees to invest in securities, including securities that may be
purchased or held by the Fund. The Code of Ethics subjects covered personnel to
certain restrictions that include prohibited activities, pre-clearance
requirements and reporting obligations.

                                OTHER INFORMATION

THE SHARES OF THE FUND

         The Fund offers four classes of its shares: Class A, Class B, Class C
and Class Y. Each class represents an interest in the same assets of the Fund
and differ as follows: each class of shares has exclusive voting rights on
matters appropriately limited to that class; Class A shares are subject to an
initial sales charge and to an ongoing distribution and/or service fee and
certain Class A shares are subject to a CDSC; Class B and Class C are subject to
a CDSC and to ongoing distribution and service fees; Class B shares that have
been held by a shareholder for eight years will convert, automatically, eight
years after the month in which the shares were purchased, to Class A shares of
the Fund, and such conversion will be made, without charge or fee, on the basis
of the relative NAV of the two classes; and Class Y shares, which are designated
for institutional investors, have no sales charge nor ongoing distribution
and/or service fee; each class may bear differing amounts of certain
class-specific expenses; and each class has a separate exchange privilege. The
Fund does not anticipate that there will be any conflicts between the interests
of holders of the different classes of shares of the Fund by virtue of those
classes. On an ongoing basis, the Board of Directors will consider whether any
such conflict exists and, if so, take appropriate action. Each share of the Fund
is entitled to equal voting, dividend, liquidation and redemption


                                       67
<PAGE>


rights, except that due to the differing expenses borne by the four classes,
dividends and liquidation proceeds of Class B shares and Class C shares are
expected to be lower than for Class A shares, which in turn are expected to be
lower than for Class Y shares of the Fund. Each fractional share of a class has
the same rights, in proportion, as a full share of that class. Shares are fully
paid and nonassessable when purchased.


         The Fund does not hold annual meetings of shareholders; however,
certain significant corporate matters, such as the approval of a new investment
advisory agreement or a change in a fundamental investment policy, which require
shareholder approval will be presented to shareholders at a meeting called by
the Board of Directors for such purpose.

         Special meetings of shareholders may be called for any purpose upon
receipt by the Fund of a request in writing signed by shareholders holding not
less than 25% of all shares entitled to vote at such meeting, provided certain
conditions stated in the Bylaws are met. There will normally be no meeting of
the shareholders for the purpose of electing directors until such time as less
than a majority of directors holding office have been elected by shareholders,
at time which the directors then in office will call a shareholders' meeting for
the election of directors. To the extent that Section 16(c) of the 1940 Act
applies to the Fund, the directors are required to call a meeting of
shareholders for the purpose of voting upon the question of removal of any
director when requested in writing to do so by the shareholders of record of not
less than 10% of the Fund's outstanding shares.

Each share (regardless of class) has one vote. All shares of the Fund vote
together as a single class, except as to any matter for which a separate vote of
any class is required by the 1940 Act, and except as to any matter which affects
the interests of one or more particular classes, in which case only the
shareholders of the affected classes are entitled to vote, each as a separate
class.



                                       68
<PAGE>

THE INVESTMENTS OF
WADDELL & REED ADVISORS GOVERNMENT SECURITIES FUND, INC.
SEPTEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                                    PRINCIPAL
                                                                                    AMOUNT IN
                                                                                    THOUSANDS               VALUE
<S>                                                                                   <C>                 <C>
UNITED STATES GOVERNMENT SECURITIES
   Federal Home Loan Mortgage Corporation:
      11.0%, 1-1-03 .......................................................           $    15             $  15,570
      7.5%, 9-1-07 ........................................................                46                46,385
      6.5%, 9-25-18 .......................................................             2,500             2,431,250
      7.0%, 1-15-19 .......................................................             4,500             4,483,125
      6.25%, 1-15-21 ......................................................             3,500             3,423,420
      8.0%, 2-1-23 ........................................................             1,048             1,063,110
      6.5%, 11-1-24 .......................................................             1,718             1,661,917
      7.0%, 12-1-25 .......................................................             5,705             5,594,868
      7.5%, 3-15-29 .......................................................             3,500             3,487,960
      7.5%, 9-15-29 .......................................................             3,233             3,162,162
      Total ...............................................................                              25,369,767

   Federal National Mortgage Association:
      8.5%, 8-1-01 ........................................................             1,042             1,041,841
      7.135%, 6-1-07 ......................................................             5,530             5,586,526
      7.15%, 6-1-07 .......................................................             2,244             2,267,039
      8.4%, 2-25-09 .......................................................             2,995             3,053,210
      6.09%, 4-1-09 .......................................................             3,944             3,731,552
      6.147%, 4-1-09 ......................................................             3,005             2,858,436
      0.0%, 2-12-18 .......................................................             2,500               763,550
      7.0%, 9-25-20 .......................................................               500               497,340
      6.5%, 8-25-21 .......................................................             7,000             6,807,500
      7.0%, 12-1-23 .......................................................             5,091             4,986,227
      7.42%, 10-1-25 ......................................................             5,984             5,953,522
      Total ...............................................................                              37,546,743

   Government National Mortgage Association:
      7.0%, 7-15-23 .......................................................             2,361             2,327,762
      7.0%, 8-20-27 .......................................................               650               636,916
      9.75%, 11-15-28 .....................................................             2,893             3,138,995
      7.75%, 10-15-31 .....................................................             1,952             1,977,067
      Total ...............................................................                               8,080,740

   United States Treasury:
      7.5%, 2-15-05 .......................................................             3,500             3,710,560
      6.5%, 8-15-05 .......................................................             2,500             2,562,900
      7.0%, 7-15-06 .......................................................             1,000             1,051,250
      11.25%, 2-15-15 .....................................................             3,800             5,648,928
      6.125%, 11-15-27 ....................................................             2,750             2,775,355
      Total ...............................................................                              15,748,993
</TABLE>


                 SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .


                                       1
<PAGE>

THE INVESTMENTS OF
WADDELL & REED ADVISORS GOVERNMENT SECURITIES FUND, INC.
SEPTEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                                    PRINCIPAL
                                                                                    AMOUNT IN
                                                                                    THOUSANDS              VALUE
<S>                                                                                   <C>              <C>
UNITED STATES GOVERNMENT SECURITIES (Continued)
   Miscellaneous United States Government
      Backed Securities:
      Federal Agricultural Mortgage Corporation
        Guaranteed Agricultural Mortgage-Backed
        Securities,
        7.066%, 1-25-12 ...................................................           $ 6,582          $  6,404,119
      Tennessee Valley Authority,
        5.88%, 4-1-36 .....................................................             7,750             7,487,895
      United States Department of Veterans Affairs,
        Guaranteed REMIC Pass-Through Certificates,
        Vendee Mortgage Trust:
        1998-1 Class 2-B,
        7.0%, 6-15-19 .....................................................             3,000             2,987,790
        1998-3 Class B,
        6.5%, 5-15-20 .....................................................             1,500             1,467,645
        1999-1 Class 2-B,
        6.5%, 8-15-20 .....................................................             3,000             2,901,540
        2000-2 Class 2-D,
        7.5%, 9-15-26 .....................................................             3,250             3,291,632
      United States Government Guaranteed Development
        Company Participation Certificates,
        Series 1995-20 F, Guaranteed by the U.S.
        Small Business Administration (an
        Independent Agency of the United States),
        6.8%, 6-1-15 ......................................................             3,616             3,510,871
        Total .............................................................                              28,051,492

TOTAL UNITED STATES GOVERNMENT
   SECURITIES - 96.42%                                                                                 $114,797,735
   (Cost: $115,775,571)

TOTAL SHORT-TERM SECURITIES - 2.63%                                                                    $  3,136,080
   (Cost: $3,136,080)

TOTAL INVESTMENT SECURITIES - 99.05%                                                                   $117,933,815
   (Cost: $118,911,651)

CASH AND OTHER ASSETS, NET OF LIABILITIES - 0.95%                                   1,132,789

NET ASSETS - 100.00%                                                                                   $119,066,604
</TABLE>

Notes to Schedule of Investments

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

See Note 3 to financial statements for cost and unrealized appreciation and
      depreciation of investments owned for Federal income tax purposes.


                                       2
<PAGE>

WADDELL & REED ADVISORS GOVERNMENT SECURITIES FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
SEPTEMBER 30, 2000
(In Thousands, Except for Per Share Amounts)

<TABLE>
<S>                                                                                                        <C>
Assets
   Investment securities - at value
      (Notes 1 and 3) .......................................................................              $117,934
   Cash       32
   Receivables:
      Interest...............................................................................                 1,352
      Fund shares sold ......................................................................                   146
      Investment securities sold ............................................................                     1
   Prepaid insurance premium ................................................................                    12
   Other assets..............................................................................                    18
                                                                                                           --------
        Total assets ........................................................................               119,495
                                                                                                           --------
Liabilities
   Payable to Fund shareholders .............................................................                   308
   Dividends payable ........................................................................                    57
   Accrued transfer agency and dividend
      disbursing (Note 2) ...................................................................                    25
   Accrued service fee (Note 2) .............................................................                    19
   Accrued accounting services fee (Note 2) .................................................                     4
   Accrued distribution fee (Note 2) ........................................................                     4
   Accrued management fee (Note 2) ..........................................................                     3
   Other      8
                                                                                                           --------
        Total liabilities ...................................................................                   428
                                                                                                           --------
           Total net assets..................................................................              $119,067
                                                                                                           ========
Net Assets
   $0.01 par value capital stock
      Capital stock .........................................................................              $    226
      Additional paid-in capital ............................................................               122,204
   Accumulated undistributed loss:
      Accumulated undistributed net realized loss on
        investment transactions .............................................................                (2,385)
      Net unrealized depreciation in value of
        investments .........................................................................                   (978)
                                                                                                           --------
        Net assets applicable to outstanding units
           of capital .......................................................................              $119,067
                                                                                                           ========
Net asset value per share (net assets divided
   by shares outstanding)
   Class A    ..........................................................................$5.27
   Class B    ..........................................................................$5.27
   Class C    ..........................................................................$5.27
   Class Y    ..........................................................................$5.27
Capital shares outstanding
   Class A    .........................................................................21,681
   Class B    ............................................................................289
   Class C    ............................................................................135
   Class Y    ............................................................................483
Capital shares authorized ...................................................................             3,000,000
</TABLE>


                       SEE NOTES TO FINANCIAL STATEMENTS.

                                       3
<PAGE>

WADDELL & REED ADVISORS GOVERNMENT SECURITIES FUND, INC.
STATEMENT OF OPERATIONS
(In Thousands)

<TABLE>
<CAPTION>
                                                                                   FOR THE                  FOR THE
                                                                                   FISCAL                 FISCAL YEAR
                                                                                PERIOD ENDED                 ENDED
                                                                                SEPTEMBER 30,              MARCH 31,
                                                                                    2000                     2000
                                                                                -------------             ----------
<S>                                                                                  <C>                     <C>
Investment Income
   Interest and amortization (Note 1B) ...........................                   $4,094                  $9,004
                                                                                     ------                  ------
   Expenses (Note 2):
      Investment management fee ..................................                      294                     618
      Transfer agency and dividend disbursing:
        Class A...................................................                      137                     336
        Class B...................................................                        2                       1
        Class C...................................................                        1                     ---*
      Service fee:
        Class A...................................................                      132                     301
        Class B...................................................                        1                     ---*
        Class C...................................................                        1                     ---*
      Accounting services fee ....................................                       21                      40
      Distribution fee:
        Class A...................................................                       10                      25
        Class B...................................................                        4                       2
        Class C...................................................                        2                     ---*
      Audit fees .................................................                        7                      10
      Custodian fees .............................................                        4                       9
      Shareholder servicing - Class Y ............................                        2                       3
      Legal fees .................................................                        1                       7
      Other ......................................................                       39                     112
                                                                                     ------                  ------
        Total expenses ...........................................                      658                   1,464
                                                                                     ------                  ------
           Net investment income .................................                    3,436                   7,540
                                                                                     ------                  ------
Realized and Unrealized Gain (Loss) on
   Investments (Notes 1 and 3)
   Realized net loss on investments...............................                    (102)                    (739)
   Unrealized appreciation (depreciation)
      in value of investments during the
      period .....................................................                    1,220                  (4,577)
                                                                                     ------                  ------
      Net gain (loss) on investments .............................                    1,118                  (5,316)
                                                                                     ------                  ------
        Net increase in net assets resulting from
           operations ............................................                   $4,554                  $2,224
                                                                                     ======                  ======
</TABLE>

*Not shown due to rounding.

                       SEE NOTES TO FINANCIAL STATEMENTS.

                                       4
<PAGE>


WADDELL & REED ADVISORS GOVERNMENT SECURITIES FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
(In Thousands)

<TABLE>
<CAPTION>
                                                                             FOR THE          FOR THE FISCAL
                                                                             FISCAL             YEAR ENDED
                                                                             PERIOD              MARCH 31,
                                                                              ENDED        ----------------------
                                                                             9-30-00       2000              1999
                                                                            --------       ----              ----
<S>                                                                     <C>              <C>               <C>
INCREASE (DECREASE) IN NET ASSETS
   Operations:
      Net investment income ..................................          $  3,436         $  7,540          $  7,892
      Realized net gain (loss) on
        investments ..........................................              (102)            (739)            1,192
      Unrealized appreciation
        (depreciation) .......................................             1,220           (4,577)           (2,312)
                                                                        --------         --------          --------
        Net increase in net assets
           resulting from operations .........................             4,554            2,224             6,772
                                                                        --------         --------          --------
   Dividends to shareholders from net investment income (Note 1D):*
      Class A ................................................            (3,328)          (7,397)           (7,788)
      Class B ................................................               (24)             (10)               --
      Class C ................................................               (13)              (3)               --
      Class Y ................................................               (71)            (130)             (104)
                                                                        --------         --------          --------
           ...................................................            (3,436)          (7,540)           (7,892)
                                                                        --------         --------          --------
   Capital share transactions
      (Note 5) ...............................................            (1,843)         (11,340)            4,219
                                                                        --------         --------           -------
           Total increase (decrease) .........................              (725)         (16,656)            3,099
Net Assets
   Beginning of period .......................................           119,792          136,448           133,349
                                                                        --------         --------          --------
   End of period .............................................          $119,067         $119,792          $136,448
                                                                        ========         ========          ========
      Undistributed net investment income.....................          $     --         $     --          $     --
                                                                        ========         ========          ========
</TABLE>

                    *See "Financial Highlights" on pages - .


                       SEE NOTES TO FINANCIAL STATEMENTS.

                                       5
<PAGE>



WADDELL & REED ADVISORS GOVERNMENT SECURITIES FUND, INC.
FINANCIAL HIGHLIGHTS
Class A Shares
For a Share of Capital Stock Outstanding
Throughout Each Period:

<TABLE>
<CAPTION>
                                          FOR THE
                                           FISCAL                          FOR THE FISCAL YEAR
                                           PERIOD                            ENDED MARCH 31,
                                           ENDED        -----------------------------------------------------------
                                          9-30-00        2000         1999         1998         1997          1996
                                          -------       ------       ------       ------       ------        ------
<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
                                          =====        =====        =====        =====        =====        =====

Total return* ......................       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%**      1.12%        0.96%        0.89%        0.91%        0.83%
Ratio of net investment
   income to average
   net assets ......................       5.85%**      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>

*Total return calculated without taking into account the sales load deducted on
an initial purchase.

**Annualized.

                       SEE NOTES TO FINANCIAL STATEMENTS.

                                       6
<PAGE>

WADDELL & REED ADVISORS GOVERNMENT SECURITIES FUND, INC.
FINANCIAL HIGHLIGHTS
Class B Shares
For a Share of Capital Stock Outstanding
Throughout Each Period:

<TABLE>
<CAPTION>
                                                                                 FOR THE
                                                       FOR THE                    PERIOD
                                                       FISCAL                       FROM
                                                       PERIOD                   10-4-99*
                                                       ENDED                     THROUGH
                                                       9-30-00                   3-31-00
                                                       -------                   -------
<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
                                                       =====                     =====

Total return .......................                    3.56%                     1.88%
Net assets, end of
   period (in millions).............                      $2                        $1
Ratio of expenses
   to average
   net assets ......................                    1.92%**                   1.85%**
Ratio of net investment
   income to average
   net assets ......................                    5.04%**                   5.19%**
Portfolio turnover
   rate ............................                   15.79%                    26.78%**
</TABLE>

 *Commencement of operations.
**Annualized.

                       SEE NOTES TO FINANCIAL STATEMENTS.

                                       7
<PAGE>

WADDELL & REED ADVISORS GOVERNMENT SECURITIES FUND, INC.
FINANCIAL HIGHLIGHTS
Class C Shares
For a Share of Capital Stock Outstanding
Throughout Each Period:

<TABLE>
<CAPTION>
                                                                                 FOR THE
                                                       FOR THE                    PERIOD
                                                       FISCAL                       FROM
                                                        PERIOD                  10-8-99*
                                                       ENDED                     THROUGH
                                                       9-30-00                   3-31-00
                                                       -------                   -------
<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
                                                       =====                     =====

Total return .......................                    3.48%                     2.08%
Net assets, end of
   period (000
   omitted) ........................                    $714                      $269
Ratio of expenses
   to average net
   assets ..........................                    2.06%**                   2.07%**
Ratio of net investment
   income to average
   net assets ......................                    4.90%**                   4.98%**
Portfolio turnover
   rate ............................                   15.79%                    26.78%**
</TABLE>

 *Commencement of operations.
**Annualized.

                       SEE NOTES TO FINANCIAL STATEMENTS.

                                       8
<PAGE>

WADDELL & REED ADVISORS GOVERNMENT SECURITIES FUND, INC.
FINANCIAL HIGHLIGHTS
Class Y Shares
For a Share of Capital Stock Outstanding
Throughout Each Period:

<TABLE>
<CAPTION>
                                          FOR THE                                                           FOR THE
                                           FISCAL                    FOR THE FISCAL YEAR                  PERIOD FROM
                                          PERIOD                       ENDED MARCH 31,                     9-27-95*
                                           ENDED         --------------------------------------------       THROUGH
                                          9-30-00         2000         1999         1998         1997       3-31-96
                                          -------        -----        -----        -----        -----       -------
<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
                                            =====        =====        =====        =====        =====         =====

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%**      0.75%        0.68%        0.66%        0.67%         0.60%**
Ratio of net
   investment income
   to average net
   assets ..........................         6.20%**      6.15%        6.10%        6.37%        6.41%         6.40%**
Portfolio
   turnover rate ...................        15.79%       26.78%       37.06%       35.18%       34.18%        63.05%**
</TABLE>

  *Commencement of operations.
**Annualized.

                       SEE NOTES TO FINANCIAL STATEMENTS.


                                       9
<PAGE>


WADDELL & REED ADVISORS GOVERNMENT SECURITIES FUND, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000

NOTE 1 -- Significant Accounting Policies

         Waddell & Reed Advisors Government Securities Fund, Inc. (the "Fund"),
formerly United Government Securities Fund, Inc., is registered under the
Investment Company Act of 1940 as a diversified, open-end management investment
company. Its investment objective is to seek as high a current income as is
consistent with safety of principal. Effective for the fiscal period ended
September 30, 2000, the Fund changed its fiscal year end for both financial
reporting and Fedeeral income tax purposes to September 30 from March 31. 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 in securities issued or
         guaranteed by the U.S. Government or its agencies or instrumentalities
         and in options and futures contracts on those securities. Government
         debt securities are valued using a pricing system provided by a pricing
         service or dealer in bonds. Other securities are valued at the latest
         sale price thereof on the last business day of the fiscal period as
         reported by the principal securities exchange on which the issue is
         traded or, if no sale is reported, the average of the latest bid and
         asked prices. Short-term debt securities are valued at amortized cost,
         which approximates market.

B.       Security transactions and related investment income -- Security
         transactions are accounted for on the trade date (date the order to buy
         or sell is executed). Securities gains and losses are calculated on the
         identified cost basis. Original issue discount (as defined in the
         Internal Revenue Code), premiums and post-1984 market discount on the
         purchase of bonds are amortized for both financial and tax reporting
         purposes over the remaining lives of the bonds. Interest income is
         recorded on the accrual basis and includes differences between cost and
         face amount on principal reductions of securities. See Note 3 --
         Investment Security Transactions.

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. In addition, the Fund intends to pay
         distributions as required to avoid imposition of excise tax.
         Accordingly, provision has not been made for Federal income taxes. See
         Note 4 -- Federal Income Tax Matters.

D.       Dividends and distributions -- All of the Fund's net investment income
         is declared and recorded by the Fund as dividends payable on each day
         to shareholders of record as of the close of the


                                       10
<PAGE>

         preceding business day. Net investment income dividends and capital
         gains distributions are determined in accordance with income tax
         regulations which may differ from accounting principles generally
         accepted in the United States of America. These differences are due to
         differing treatments for items such as deferral of wash sales and
         post-October losses, net operating losses and expiring capital loss
         carryovers.

E.       Repurchase agreements -- Repurchase agreements are collateralized by
         the value of the resold securities which, during the entire period of
         the agreement, remains at least equal to the value of the loan,
         including accrued interest thereon. The collateral for the repurchase
         agreement is held by the Fund's custodian bank.

         The preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
and disclosures in the financial statements. Actual results could differ from
those estimates.

NOTE 2 -- INVESTMENT MANAGEMENT AND PAYMENTS TO AFFILIATED PERSONS

         The Fund pays a fee for investment management services. The fee is
computed daily based on the net asset value at the close of business. The fee is
payable by the Fund at the annual rates of 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. The Fund accrues and pays the fee daily.

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

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


                                       11
<PAGE>

                             ACCOUNTING SERVICES FEE

                          Average
                       Net Asset Level                     Annual Fee
                  (all dollars in millions)            Rate for Each Level
                  -------------------------            -------------------
                     From $    0 to $   10                  $      0
                     From $   10 to $   25                  $ 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

         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.

                             ACCOUNTING SERVICES FEE

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

         For Class A, Class B and Class C shares, the Fund pays WARSCO a monthly
per account charge for transfer agency and dividend disbursement services of
$1.6125 for each shareholder account which was in existence at any time during
the prior month. With respect to Class Y shares, the Fund pays WARSCO a monthly
fee at an annual rate of 0.15% of the average daily net assets of the class for
the preceding month. The Fund also reimburses W&R and WARSCO for certain
out-of-pocket costs.

         Prior to September 1, 2000, for Class A, Class B and Class C shares,
the Fund paid WARSCO a monthly per account charge for transfer agency and
dividend disbursement services of $1.3125 for each shareholder account which was
in existence at any time during the prior month, plus $0.30 for each account on
which a dividend or distribution of cash or shares had a record date in that
month.


                                       12
<PAGE>

         As principal underwriter for the Fund's shares, W&R received gross
sales commissions for Class A shares (which are not an expense of the Fund) of
$115,609. During the period ended September 30, 2000, W&R received $758 and $341
in deferred sales charges for Class B shares and Class C shares, respectively.
With respect to Class A, Class B and Class C shares, W&R paid sales commissions
of $90,480 and all expenses in connection with the sale of Fund shares, except
for registration fees and related expenses.

         Under a Distribution and Service Plan for Class A shares adopted by the
Fund pursuant to Rule 12b-1 under the Investment Company Act of 1940, the Fund
may pay monthly a distribution and/or service fee to W&R in an amount not to
exceed 0.25% of the Fund's Class A average annual net assets. The fee is to be
paid to reimburse W&R for amounts it expends in connection with the distribution
of the Class A shares and/or provision of personal services to Fund shareholders
and/or maintenance of shareholder accounts.

         Under the Distribution and Service Plan adopted by the Fund for Class B
and Class C shares, respectively, the Fund may pay W&R, on an annual basis, a
service fee of up to 0.25% of the average daily net assets of the class to
compensate W&R for providing services to shareholders of that class and/or
maintaining shareholder accounts for that class and a distribution fee of up to
0.75% of the average daily net assets of the class to compensate W&R for
distributing the shares of that class. The Class B Plan and the Class C Plan
each permit W&R to receive compensation, through the distribution and service
fee, respectively, for its distribution activities for that class, which are
similar to the distribution activities described with respect to the Class A
Plan, and for its activities in providing personal services to shareholders of
that class and/or maintaining shareholder accounts of that class, which are
similar to the corresponding activities for which it is entitled to
reimbursement under the Class A Plan.

         The Fund paid Directors' fees of $1,745, which are included in other
expenses.

         W&R is a subsidiary of Waddell & Reed Financial, Inc., a holding
company, and a direct subsidiary of Waddell & Reed Financial Services, Inc., a
holding company.

NOTE 3 -- INVESTMENT SECURITY TRANSACTIONS

         Purchases of U.S. Government securities aggregated $18,022,326 while
proceeds from maturities and sales aggregated $23,562,937 Purchases of
short-term securities aggregated $321,812,734 while proceeds from maturities and
sales aggregated $319,100,000.

         For Federal income tax purposes, cost of investments owned at September
30, 2000 was $119,168,664, resulting in net unrealized depreciation of
$1,234,849, of which $1,012,707 related to appreciated securities and $2,247,556
related to depreciated securities.


                                       13
<PAGE>

NOTE 4 -- FEDERAL INCOME TAX MATTERS

         For Federal  income tax purposes,  the Fund realized  capital losses of
$116,063  during the fiscal  period  ended  September  30,  2000.  Capital  loss
carryovers  aggregated  $2,132,809 at September  30, 2000,  and are available to
offset future  realized  capital gain net income for Federal income tax purposes
but will expire if not  utilized as follows:  $515,470 at  September  30,  2002;
$343,196 at September  30, 2003;  $690,258 at  September  30, 2004;  $467,822 at
September 30, 2007; and $116,063 at September 30, 2008.

NOTE 5 -- MULTICLASS OPERATIONS

         The Fund is authorized to offer four classes of shares, Class A, Class
B, Class C and Class Y, each of which have equal rights as to assets and voting
privileges. Class Y shares are not subject to a sales charge on purchases, are
not subject to a Rule 12b-1 Distribution and Service Plan and are subject to a
separate transfer agency and dividend disbursement services fee structure. A
comprehensive discussion of the terms under which shares of each class are
offered is contained in the Prospectus and the Statement of Additional
Information for the Fund.

         Income, non-class specific expenses, and realized and unrealized gains
and losses are allocated daily to each class of shares based on the value of
their relative net assets as of the beginning of each day adjusted for the prior
day's capital share activity.

         Transactions in capital stock are summarized below. Amounts are in
thousands.


                                       14
<PAGE>

<TABLE>
<CAPTION>
                                                        FOR THE
                                                  FISCAL PERIOD                   FOR THE FISCAL YEAR
                                                          ENDED                       ENDED MARCH 31,
                                                  SEPTEMBER 30,           ---------------------------
                                                           2000               2000               1999
                                                   ------------           --------           --------
<S>                                                       <C>                <C>                <C>
Shares issued from sale of shares:
   Class A ..................................             1,575              4,386              6,970
   Class B ..................................               192                179                 --
   Class C ..................................                89                 67                 --
   Class Y ..................................                94                 57                351
Shares issued from reinvestment of dividends:
   Class A ..................................               587              1,282              1,303
   Class B ..................................                 4                  2                 --
   Class C ..................................                 2                  1                 --
   Class Y ..................................                12                229                 19
Shares redeemed:
   Class A ..................................            (2,854)            (8,120)            (7,387)
   Class B ..................................               (22)               (66)                --
   Class C ..................................                (9)               (15)                --
   Class Y ..................................               (29)              (202)              (521)
                                                       --------           --------           --------
Increase (decrease) in
   outstanding capital
   shares ...................................              (359)            (2,200)               735
                                                       ========           ========           ========
Value issued from sale of shares:
   Class A ..................................          $  8,197           $ 23,155           $ 38,397
   Class B ..................................               998                929                 --
   Class C ..................................               465                349                 --
   Class Y ..................................               492              1,387              1,930
Value issued from reinvestment of dividends:
   Class A ..................................             3,053              6,736              7,154
   Class B ..................................                23                 10                 --
   Class C ..................................                12                  3                 --
   Class Y ..................................                61                115                102
Value redeemed:
   Class A ..................................           (14,833)           (42,553)           (40,510)
   Class B ..................................              (115)              (344)                --
   Class C ..................................               (46)               (78)                --
   Class Y ..................................              (150)            (1,049)            (2,854)
                                                       --------           --------           --------
Increase (decrease) in outstanding capital ..            (1,843)          $(11,340)          $  4,219
                                                       ========           ========           ========
</TABLE>


                                       15
<PAGE>


INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders,
Waddell & Reed Advisors Government Securities Fund, Inc.:


We have audited the accompanying statement of assets and liabilities, including
the schedule of investments, of Waddell & Reed Advisors Government Securities
Fund, Inc. (formerly United Government Securities Fund, 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 March 31, 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 March 31, 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 March 31, 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
and brokers. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Waddell & Reed Advisors Government Securities Fund, Inc. as of September 30,
2000, the results of its operations for the fiscal period then ended and the
fiscal year ended March 31, 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 March 31, 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
March 31, 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


                                       16
<PAGE>

                             REGISTRATION STATEMENT

                                     PART C

                                OTHER INFORMATION


23.      Exhibits: Waddell & Reed Advisors Government Securities Fund, Inc.

         (a)      Articles of Incorporation, as amended, filed by EDGAR on June
                  1, 1995 as EX-99.B1-gschart to Post-Effective Amendment No. 20
                  to the Registration Statement on Form N-1A*

                  Articles Supplementary, filed by EDGAR on June 1, 1995 as
                  EX-99.B1-gsarsupy to Post-Effective Amendment No. 20 to the
                  Registration Statement on Form N-1A*

                  Articles of Amendment, filed by EDGAR on June 30, 2000 as
                  EX-99.B(a)gsartsup to Post-Effective Amendment No. 28 to the
                  Registration Statement on Form N-1A*

         (b)      Bylaws, as amended, filed by EDGAR on June 27, 1996 as
                  EX-99.B2-gsbylaws to Post-Effective Amendment No. 21 to the
                  Registration Statement on Form N-1A*

                  Amendment to Bylaws filed by EDGAR on April 30, 1999 as
                  EX-99B(b)gsbylaw2 to Post-Effective Amendment No. 24 to the
                  Registration Statement on Form N-1A*

                  Amendment to Bylaws attached hereto as EX-99.B(b)gsbylaw

         (c)      Not applicable

         (d)      Investment Management filed by EDGAR on June 1, 1995 as
                  EX-99.B5-gsima to Post-Effective Amendment No. 20 to the
                  Registration Statement on Form N-1A*

                  Assignment of the Investment Management Agreement filed by
                  EDGAR on June 1, 1995 as EX-99.B5-gsassign to Post-Effective
                  Amendment No. 20 to the Registration Statement on Form N-1A*

                  Fee Schedule to the Investment Management Agreement, as
                  amended, filed by EDGAR on July 2, 1999 as EX-99.B(d)gsimafee
                  to Post-Effective Amendment No. 27 to the Registration
                  Statement on Form N-1A*

         (e)      Underwriting Agreement, filed by EDGAR on June 1, 1995 as
                  EX-99.B6-gsua to Post-Effective Amendment No. 20 to the
                  Registration Statement on Form N-1A*

         (f)      Not applicable

         (g)      Custodian Agreement, as amended, filed by EDGAR on June 30,
                  2000 as EX-99.B(g)gsca to Post-Effective Amendment No. 28 to
                  the Registration Statement on Form N-1A*


                                       17
<PAGE>

         (h)      Shareholder Servicing Agreement, filed by EDGAR on April 30,
                  1999 as EX-99.B(h)-gsssa to Post-Effective Amendment No. 24 to
                  the Registration Statement on Form NA-1*

                  Compensation Table (Exhibit B) to the Shareholder Servicing
                  Agreement, as amended, attached hereto as EX-99.B(h)gsssacomp

                  Fidelity Bond Coverage (Exhibit C) to the Shareholder
                  Servicing Agreement, as amended, attached hereto as
                  EX-99.B(h)gsssafid

                  Fund Class Y Letter of Understanding, filed by EDGAR on June
                  27, 1996 as EX-99.B9-gslou to Post-Effective Amendment No. 21
                  to the Registration Statement on Form N-1A*

                  Accounting Services Agreement filed by EDGAR on June 1, 1995
                  as EX-99.B9-gsasa to Post-Effective Amendment No. 20 to the
                  Registration Statement on Form N-1A*

                  Amendment to Accounting Services Agreement attached hereto as
                  EX-99.B(h)gsasaamend

                  Service Agreement filed by EDGAR on July 30, 1993 as Exhibit
                  (b)(15) to Post-Effective Amendment No. 15 to the Registration
                  Statement on Form N-1A*

                  Amendment to Service Agreement, filed by EDGAR on June 1, 1995
                  as EX-99.B9-gssaa to Post-Effective Amendment No. 20 to the
                  Registration Statement on Form N-1A*

         (i)      Opinion and Consent of Counsel, attached hereto as
                  EX-99.B(i)gslegopn

         (j)      Consent of Deloitte & Touche LLP, Independent Accountants,
                  attached hereto as EX-99.B(j)gsconsnt

         (k)      Not applicable

         (l)      Not applicable

         (m)      Service Plan, as restated, filed by EDGAR on June 1, 1995 as
                  EX-99.B15-gsspca to Post-Effective Amendment No. 20 to the
                  Registration Statement on Form N-1A*

                  Distribution and Service Plan for Class A shares filed by
                  EDGAR on June 29, 1998 as EX-99.B15-gsdsp to Post-Effective
                  Amendment No. 23 to the Registration Statement on Form N-1A*

                  Distribution and Service Plan for Class B shares filed by
                  EDGAR on July 2, 1999 as EX-99.B(m)gsdspb to Post-Effective
                  Amendment No. 27 to the Registration Statement on Form N-1A*


                                       18
<PAGE>

                           Distribution  and  Service  Plan  for  Class C shares
                           filed by EDGAR on July 2, 1999 as EX-99.B(m)gsdspc to
                           Post-Effective  Amendment No. 27 to the  Registration
                           Statement on Form N-1A*

         (n)      Not applicable

         (o)      Multiple Class Plan, as amended, filed by EDGAR on June 30,
                  2000 as EX-99.B(o)gsmcp to Post-Effective Amendment No. 28 to
                  the Registration Statement on Form N-1A*

         (p)      Code of Ethics, as revised, attached hereto as
                  EX-99.B(p)gscode

24.      Persons Controlled by or under common control with Registrant
         -------------------------------------------------------------

         None

25.      Indemnification
         ---------------

         Reference is made to Section (7) of Article SEVENTH of the Articles of
         Incorporation of Registrant, as amended, filed June 1, 1995 as
         EX-99.B1-gschart to Post-Effective Amendment No. 20 to the Registration
         Statement on Form N-1A*, Article VIII of the Bylaws attached hereto as
         EX-99.B(b)gsbylaw and to Article IV of the Underwriting Agreement,
         filed June 1, 1995 as EX-99.B6-gsua to Post-Effective Amendment No. 20
         to the Registration Statement on Form N-1A*; each of which provide
         indemnification. Also refer to Section 2-418 of the Maryland General
         Corporation Law regarding indemnification of directors, officers and
         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.


                                       19
<PAGE>

26.      Business and Other Connections of Investment Manager
         ----------------------------------------------------

         Waddell & Reed Investment Management Company ("WRIMCO") is the
         investment manager of the Registrant. Under the terms of an Investment
         Management Agreement between Waddell & Reed, Inc. and the Registrant,
         Waddell & Reed, Inc. is to provide investment management services to
         the Registrant. Waddell & Reed, Inc. assigned its investment management
         duties under this agreement to WRIMCO on January 8, 1992. WRIMCO is 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 to the
                  Registrant. It is also the principal underwriter to the
                  following investment companies:

                  Waddell & Reed Advisors Funds, Inc.
                  Waddell & Reed Advisors International Growth Fund, Inc.
                  Waddell & Reed Advisors Continental Income Fund, Inc.
                  Waddell & Reed Advisors Vanguard Fund, Inc.
                  Waddell & Reed Advisors Retirement Shares, Inc.
                  Waddell & Reed Advisors Municipal Bond Fund, Inc.
                  Waddell & Reed Advisors High Income Fund, Inc.
                  Waddell & Reed Advisors Cash Management, 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


                                       20
<PAGE>

         (b)      The information contained in the underwriter's  application on
                  Form BD as filed on November 30, 2000 SEC No.  8-27030 , under
                  the Securities Exchange Act of 1934, is herein incorporated by
                  reference.

         (c)      No  compensation  was paid by the  Registrant to any principal
                  underwriter who is not an affiliated  person of the Registrant
                  or any affiliated person of such affiliated person.

28.      Location of Accounts and Records
         --------------------------------

         The accounts,  books and other  documents  required to be maintained by
         Registrant  pursuant to Section 31(a) of the Investment Company Act and
         rules promulgated  thereunder are under the possession of Mr. Robert L.
         Hechler and Ms.  Kristen A.  Richards,  as officers of the  Registrant,
         each of whose  business  address  is Post  Office  Box  29217,  Shawnee
         Mission, Kansas 66201-9217.

29.      Management Services
         -------------------

         There is no service  contract  other than as discussed in Parts A and B
         of this Post-Effective Amendment and listed in response to Items 23.(h)
         and 23.(m) hereof.

30.      Undertakings
         ------------

         Not applicable


---------------------------------
*Incorporated herein by reference


<PAGE>

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, That each of the undersigned, WADDELL &
REED ADVISORS ASSET STRATEGY FUND, INC., WADDELL & REED ADVISORS CASH
MANAGEMENT, INC., WADDELL & REED ADVISORS CONTINENTAL INCOME FUND, INC., WADDELL
& REED ADVISORS FUNDS, INC., WADDELL & REED ADVISORS GOVERNMENT SECURITIES FUND,
INC., WADDELL & REED ADVISORS HIGH INCOME FUND, INC., WADDELL & REED ADVISORS
GLOBAL BOND FUND, INC., WADDELL & REED ADVISORS INTERNATIONAL GROWTH FUND, INC.,
WADDELL & REED ADVISORS MUNICIPAL BOND FUND, INC., WADDELL & REED ADVISORS
MUNICIPAL HIGH INCOME FUND, INC., WADDELL & REED ADVISORS MUNICIPAL MONEY MARKET
FUND, INC., WADDELL & REED ADVISORS NEW CONCEPTS FUND, INC., WADDELL & REED
ADVISORS RETIREMENT SHARES, INC., WADDELL & REED ADVISORS SMALL CAP FUND, INC.,
WADDELL & REED ADVISORS TAX-MANAGED EQUITY FUND, INC., WADDELL & REED ADVISORS
VALUE FUND, INC., WADDELL & REED ADVISORS VANGUARD FUND, INC., W&R TARGET FUNDS,
INC. AND W&R FUNDS, INC. (each hereinafter called the "Corporation"), and
certain directors and officers for the Corporation, do hereby constitute and
appoint KEITH A. TUCKER, ROBERT L. HECHLER, DANIEL C. SCHULTE and KRISTEN A.
RICHARDS, and each of them individually, their true and lawful attorneys and
agents to take any and all action and execute any and all instruments which said
attorneys and agents may deem necessary or advisable to enable each Corporation
to comply with the Securities Act of 1933 and/or the Investment Company Act of
1940, as amended, and any rules, regulations, orders or other requirements of
the United States Securities and Exchange Commission thereunder, in connection
with the registration under the Securities Act of 1933 and/or the Investment
Company Act of 1940, as amended, including specifically, but without limitation
of the foregoing, power and authority to sign the names of each of such
directors and officers in his/her behalf as such director or officer as
indicated below opposite his/her signature hereto, to any Registration Statement
and to any amendment or supplement to the Registration Statement filed with the
Securities and Exchange Commission under the Securities Act of 1933 and/or the
Investment Company Act of 1940, as amended, and to any instruments or documents
filed or to be filed as a part of or in connection with such Registration
Statement or amendment or supplement thereto; and each of the undersigned hereby
ratifies and confirms all that said attorneys and agents shall do or cause to be
done by virtue hereof.

Date:  August 16, 2000                              /s/ Robert L. Hechler
                                                    --------------------------
                                                    Robert L. Hechler, President


/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



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 14th day of December, 2000.

                        WADDELL & REED ADVISORS GOVERNMENT SECURITIES FUND, INC.

                                             (Registrant)

                                         By /s/ Robert L. Hechler*
                                        ----------------------------
                                        Robert L. Hechler, President

         Pursuant to the requirements of the Securities Act of 1933, and/or the
Investment Company Act of 1940, this Post-Effective Amendment has been signed
below by the following persons in the capacities and on the date indicated.

         Signatures            Title
         ----------            -----

/s/Keith A. Tucker*            Chairman of the Board           December 14, 2000
-------------------------                                      -----------------
Keith A. Tucker


/s/Robert L. Hechler*          President, Principal            December 14, 2000
-------------------------      Financial Officer and           -----------------
Robert L. Hechler              Director


/s/Henry J. Herrmann*          Vice President and              December 14, 2000
-------------------------      Director                        -----------------
Henry J. Herrmann


/s/Theodore W. Howard*         Vice President, Treasurer       December 14, 2000
-------------------------      and Principal Accounting        -----------------
Theodore W. Howard             Officer


/s/James M. Concannon*         Director                        December 14, 2000
-------------------------                                      -----------------
James M. Concannon


/s/John A. Dillingham*         Director                        December 14, 2000
-------------------------                                      -----------------
John A. Dillingham


<PAGE>



/s/David P. Gardner*           Director                        December 14, 2000
-------------------------                                      -----------------
David P. Gardner


/s/Linda K. Graves*            Director                        December 14, 2000
-------------------------                                      -----------------
Linda K. Graves


/s/Joseph Harroz, Jr.*         Director                        December 14, 2000
-------------------------                                      -----------------
Joseph Harroz, Jr.


/s/John F. Hayes*              Director                        December 14, 2000
-------------------------                                      -----------------
John F. Hayes


/s/Glendon E. Johnson*         Director                        December 14, 2000
-------------------------                                      -----------------
Glendon E. Johnson


/s/William T. Morgan*          Director                        December 14, 2000
-------------------------                                      -----------------
William T. Morgan


/s/Ronald C. Reimer*           Director                        December 14, 2000
-------------------------                                      -----------------
Ronald C. Reimer


/s/Frank J. Ross, Jr.*         Director                        December 14, 2000
-------------------------                                      -----------------
Frank J. Ross, Jr.


/s/Eleanor B Schwartz*         Director                        December 14, 2000
-------------------------                                      -----------------
Eleanor B. Schwartz


/s/Frederick Vogel III*        Director                        December 14, 2000
-------------------------                                      -----------------
Frederick Vogel III


*By /s/Kristen A. Richards
-------------------------
    Kristen A. Richards
    Attorney-in-Fact


<PAGE>


ATTEST: /s/ Daniel C. Schulte
-------------------------------
   Daniel C. Schulte
   Assistant Secretary






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