<PAGE>
485BPOS
File No. 2-82587
File No. 811-3695
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. 26
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
OF 1940 X
Amendment No. 24
UNITED NEW CONCEPTS FUND, INC.
--------------------------------------------------------------------------------
(Exact Name as Specified in Charter)
6300 Lamar Avenue, Overland Park, Kansas 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 June 30, 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 ending March 31, 2000 was filed on June 27, 2000.
<PAGE>
[GRAPHIC]
PROSPECTUS
JUNE 30, 2000
Waddell & Reed Advisors Funds
EQUITY FUNDS [GRAPHIC]
Accumulative Fund
International Growth Fund
New Concepts Fund
Science and Technology Fund
Small Cap Fund
Vanguard Fund
THE SECURITIES AND EXCHANGE COMMISSION [LOGO] WADDELL & REED
HAS NOT APPROVED OR DISAPPROVED THE FINANCIAL SERVICES-Registered Trademark-
FUND'S SECURITIES, OR DETERMINED ----------------------------------------
WHETHER THIS PROSPECTUS IS ACCURATE INVESTING. WITH A PLAN.-SM-
OR ADEQUATE. IT IS A CRIMINAL OFFENSE
TO STATE OTHERWISE.
<PAGE>
CONTENTS
3 An Overview of the Funds
3 Accumulative Fund
9 International Growth Fund
15 New Concepts Fund
21 Science and Technology Fund
27 Small Cap Fund
31 Vanguard Fund
37 The Investment Principles of the Funds
43 Your Account
64 The Management of the Funds
68 Financial Highlights
2
<PAGE>
--------------------------------------------------------------------------------
AN OVERVIEW OF THE FUND
[GRAPHIC]
WADDELL & REED ADVISORS
ACCUMULATIVE FUND
(FORMERLY UNITED ACCUMULATIVE FUND)
SEEKS CAPITAL GROWTH, WITH CURRENT
INCOME AS A SECONDARY GOAL.
PRINCIPAL STRATEGIES
Accumulative Fund invests primarily in common stocks of largely capitalized U.S.
and foreign companies. The Fund may invest in companies of any size and of any
industry in order to achieve its primary goal of growth.
Waddell & Reed Investment Management Company ("WRIMCO"), the Fund's investment
manager, attempts to select securities with appreciation possibilities by
looking at many factors, including:
- stability and predictability of earnings growth;
- acceleration of earnings and/or revenue;
- improvement in profitability; and
- potential turnaround opportunities.
The Fund may periodically emphasize a blend of value and growth potential in
selecting stocks. Value stocks are those that WRIMCO believes are currently
selling below their true worth. A stock has growth potential if, in WRIMCO's
opinion, the earnings of the company are likely to grow faster than the economy.
In general, in determining whether to sell a stock, WRIMCO uses the same type of
analysis that it uses in buying stocks in order to determine whether the
security has ceased to offer significant growth potential. WRIMCO may also sell
a security to take advantage of more attractive investment opportunities or to
raise cash.
3
<PAGE>
PRINCIPAL RISKS OF INVESTING IN THE FUND
Because Accumulative Fund owns different types of securities, a variety of
factors can affect its investment performance, such as:
- the mix of securities in the Fund's portfolio, particularly the relative
weightings in, and exposure to, different sectors of the economy;
- adverse stock and 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;
- the earnings performance, credit quality and other conditions of the companies
whose securities the Fund holds; and
- WRIMCO's skill in evaluating and selecting securities for the Fund.
Market risk for small to medium sized companies may be greater than the market
risk for large companies. Smaller companies are more likely to have limited
financial resources and inexperienced management. As well, stock of smaller
companies may experience volatile trading and price fluctuations.
An investment in foreign securities presents additional risks such as currency
fluctuations and political or economic conditions affecting the foreign country.
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
Accumulative Fund is designed for investors seeking long-term investment growth
not by seeking to maximize the upside potential of the market but rather by
seeking to reduce potential risk in a declining market. You should consider
whether the Fund fits your particular investment objectives.
4
<PAGE>
[GRAPHIC]
---------------------------------------
PERFORMANCE
ACCUMULATIVE 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.
[CHART]
CHART OF YEAR-BY-YEAR RETURNS
AS OF DECEMBER 31 EACH YEAR (%)
<TABLE>
<CAPTION>
'90 '91 '92 '93 '94 '95 '96 '97 '98 '99
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
-11.05% 24.72% 14.04% 9.06% 0.04% 34.21% 12.18% 29.58% 22.62% 25.72%
========================================================================================
</TABLE>
IN THE PERIOD SHOWN IN THE CHART, THE HIGHEST QUARTERLY RETURN WAS 24.90% (THE
FOURTH QUARTER OF 1999) AND THE LOWEST QUARTERLY RETURN WAS -13.59% (THE THIRD
QUARTER OF 1990). THE CLASS A RETURN FOR THE YEAR THROUGH MARCH 31, 2000 WAS
11.71%.
5
<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
ACCUMULATIVE FUND 18.49% 23.17% 14.65%
--------------------------------------------------------------------------------------
S&P 500 Index 21.09% 28.59% 18.23%
--------------------------------------------------------------------------------------
Lipper Growth Funds
Universe Average 29.27% 25.04% 16.52%
--------------------------------------------------------------------------------------
CLASS B SHARES OF
ACCUMULATIVE FUND 17.89%
--------------------------------------------------------------------------------------
S&P 500 Index 21.09% 28.59% 18.23% 8.04%
--------------------------------------------------------------------------------------
Lipper Growth Funds
Universe Average 29.27% 25.04% 16.52% 14.43%
--------------------------------------------------------------------------------------
CLASS C SHARES OF
ACCUMULATIVE FUND 20.45%
--------------------------------------------------------------------------------------
S&P 500 Index 21.09% 28.59% 18.23% 8.04%
--------------------------------------------------------------------------------------
Lipper Growth Funds
Universe Average 29.27% 25.04% 16.52% 14.43%
--------------------------------------------------------------------------------------
CLASS Y SHARES OF
ACCUMULATIVE FUND 25.95% 22.93%
--------------------------------------------------------------------------------------
S&P 500 Index 21.09% 28.59% 18.23% 26.56%
--------------------------------------------------------------------------------------
Lipper Growth Funds
Universe Average 29.27% 25.04% 16.52% 22.49%
======================================================================================
</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.
(1)SINCE OCTOBER 4, 1999 FOR CLASS B SHARES, OCTOBER 6, 1999 FOR CLASS C SHARES
AND JULY 11, 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 OCTOBER 31, 1999, OCTOBER 31, 1999 AND
JULY 31, 1995, RESPECTIVELY.
6
<PAGE>
[GRAPHIC]
---------------------------------------
FEES AND EXPENSES
ACCUMULATIVE 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
================================================================================
ANNUAL FUND OPERATING EXPENSES(3)
<CAPTION>
(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 0.68% 0.68% 0.68% 0.68%
--------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE
(12b-1) FEES 0.23% 1.00% 1.00% NONE
--------------------------------------------------------------------------------
OTHER EXPENSES 0.14% 0.63% 0.67% 0.19%
--------------------------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 1.05% 2.31% 2.35% 0.87%
================================================================================
</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)MANAGEMENT FEES AND TOTAL ANNUAL FUND OPERATING EXPENSES HAVE BEEN RESTATED
TO REFLECT THE CHANGE IN MANAGEMENT FEES EFFECTIVE JUNE 30, 1999; OTHERWISE
EXPENSE RATIOS ARE BASED ON OTHER FUND-LEVEL EXPENSES FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1999. 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 A, Class B, Class C
or Class Y shares 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 $676 $ 890 $1,121 $1,784
-------------------------------------------------------------------------------
Class B Shares $634 $1,020 $1,333 $2,323(1)
-------------------------------------------------------------------------------
Class C Shares $338 $ 732 $1,254 $2,683
-------------------------------------------------------------------------------
Class Y Shares $ 89 $ 278 $ 482 $1,073
-------------------------------------------------------------------------------
<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 $676 $ 890 $1,121 $1,784
-------------------------------------------------------------------------------
Class B Shares $234 $ 720 $1,233 $2,323(1)
-------------------------------------------------------------------------------
Class C Shares $238 $ 732 $1,254 $2,683
-------------------------------------------------------------------------------
Class Y Shares $ 89 $ 278 $ 482 $1,073
===============================================================================
</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>
[GRAPHIC]
---------------------------------------
AN OVERVIEW OF THE FUND
WADDELL & REED ADVISORS
INTERNATIONAL GROWTH FUND
(FORMERLY UNITED INTERNATIONAL GROWTH FUND) SEEKS, AS A
PRIMARY GOAL, LONG-TERM APPRECIATION OF CAPITAL. AS A
SECONDARY GOAL, THE FUND SEEKS CURRENT INCOME.
PRINCIPAL STRATEGIES
International Growth Fund seeks to achieve its goals by investing primarily in
common stocks of foreign companies that WRIMCO believes have the potential for
long-term growth represented by economic expansion within a country or region
and by the restructuring and/or privatization of particular industries. The Fund
emphasizes growth stocks, which are securities of companies whose earnings
WRIMCO believes are likely to grow faster than the economy. The Fund primarily
invests in issuers of developed countries. The Fund may invest in companies of
any size.
WRIMCO may look at a number of factors in selecting securities for the Fund's
portfolio. These include the issuer's:
- growth potential;
- earnings potential;
- management;
- industry position; and
- applicable economic and market conditions.
In general, in determining whether to sell a security, WRIMCO uses the same type
of analysis that it uses in buying securities of that type. For example, WRIMCO
may sell a security if it believes the security no longer offers significant
growth potential. As well, WRIMCO may sell a security to take advantage of more
attractive investment opportunities or to raise cash.
9
<PAGE>
PRINCIPAL RISKS OF INVESTING IN THE FUND
Because International Growth Fund owns different types of securities, a variety
of factors can affect its investment performance, such as:
- changes in foreign exchange rates, which may affect the value of the
securities the Fund holds;
- adverse stock and 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;
- the earnings performance, credit quality and other conditions of the
companies whose securities the Fund holds;
- WRIMCO's skill in evaluating and selecting securities for the Fund.
Investing in foreign securities presents additional risks, such as currency
fluctuations and 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 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
International Growth Fund is designed for investors seeking long-term
appreciation of capital by investing primarily in securities issued by foreign
companies. You should consider whether the Fund fits your particular investment
objectives.
10
<PAGE>
[GRAPHIC]
---------------------------------------
PERFORMANCE
INTERNATIONAL GROWTH 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]
CHART OF YEAR-BY-YEAR RETURNS
AS OF DECEMBER 31 EACH YEAR (%)
<TABLE>
<CAPTION>
'90 '91 '92 '93 '94 '95 '96 '97 '98 '99
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
-13.20% 19.27% -0.67% 46.56% 1.81% 8.09% 18.23% 17.38% 21.41% 57.04%
===========================================================================================
</TABLE>
IN THE PERIOD SHOWN IN THE CHART, THE HIGHEST QUARTERLY RETURN WAS 46.67% (THE
FOURTH QUARTER OF 1999) AND THE LOWEST QUARTERLY RETURN WAS -17.43% (THE THIRD
QUARTER OF 1990). THE CLASS A RETURN FOR THE YEAR THROUGH MARCH 31, 2000 WAS
1.16%.
11
<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
INTERNATIONAL GROWTH FUND 48.01% 21.94% 15.12%
--------------------------------------------------------------------------------------------
Morgan Stanley Capital
International E.A.FE. Index 26.96% 12.83% 7.01%
--------------------------------------------------------------------------------------------
Lipper International
Funds Universe Average 40.80% 15.05% 10.22%
--------------------------------------------------------------------------------------------
CLASS B SHARES OF
INTERNATIONAL GROWTH FUND 37.70%
--------------------------------------------------------------------------------------------
Morgan Stanley Capital
International E.A.FE. Index 26.96% 12.83% 7.01% 12.76%
--------------------------------------------------------------------------------------------
Lipper International
Funds Universe Average 40.80% 15.05% 10.22% 20.88%
--------------------------------------------------------------------------------------------
CLASS C SHARES OF
INTERNATIONAL GROWTH FUND 41.94%
--------------------------------------------------------------------------------------------
Morgan Stanley Capital
International E.A.FE. Index 26.96% 12.83% 7.01% 12.76%
--------------------------------------------------------------------------------------------
Lipper International
Funds Universe Average 40.80% 15.05% 10.22% 20.88%
--------------------------------------------------------------------------------------------
CLASS Y SHARES OF
INTERNATIONAL GROWTH FUND 57.50% 24.95%
--------------------------------------------------------------------------------------------
Morgan Stanley Capital
International E.A.FE. Index 26.96% 12.83% 7.01% 13.47%
--------------------------------------------------------------------------------------------
Lipper International
Funds Universe Average 40.80% 15.05% 10.22% 16.00%
============================================================================================
</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.
(1) SINCE OCTOBER 4, 1999 FOR CLASS B SHARES, OCTOBER 5, 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 ARE NOT
AVAILABLE, INDEX PERFORMANCE IS FROM OCTOBER 31, 1999, OCTOBER 31, 1999 AND
SEPTEMBER 30, 1995, RESPECTIVELY.
12
<PAGE>
[GRAPHIC]
---------------------------------------
FEES AND EXPENSES
INTERNATIONAL GROWTH 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 0.85% 0.85% 0.85% 0.85%
-------------------------------------------------------------------------------
DISTRIBUTION AND
SERVICE (12b-1) FEES 0.25% 1.00% 1.00% None
-------------------------------------------------------------------------------
OTHER EXPENSES 0.36% 0.36% 0.36% 0.30%
-------------------------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 1.46% 2.21% 2.21% 1.15%
================================================================================
</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)MANAGEMENT FEES AND TOTAL ANNUAL FUND OPERATING EXPENSES HAVE BEEN RESTATED
TO REFLECT THE CHANGE IN MANAGEMENT FEES EFFECTIVE JUNE 30, 1999;
OTHERWISE, EXPENSE RATIOS ARE BASED ON OTHER FUND-LEVEL EXPENSES OF THE
FUND FOR THE FISCAL YEAR ENDED JUNE 30, 1999, AND FOR CLASS B AND CLASS C,
THE EXPENSES ATTRIBUTABLE TO EACH CLASS THAT ARE ANTICIPATED FOR THE
CURRENT YEAR. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
13
<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 A, Class B, Class C
or Class Y shares 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 $715 $1,010 $1,327 $2,221
-----------------------------------------------------------------------------
Class B Shares $624 $ 991 $1,285 $2,353(1)
-----------------------------------------------------------------------------
Class C Shares $324 $ 691 $1,185 $2,544
-----------------------------------------------------------------------------
Class Y Shares $117 $ 365 $ 633 $1,398
-----------------------------------------------------------------------------
<CAPTION>
<S> <C> <C> <C> <C>
IF SHARES ARE NOT REDEEMED
AT END OF PERIOD: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
-----------------------------------------------------------------------------
Class A Shares $715 $1,010 $1,327 $2,221
-----------------------------------------------------------------------------
Class B Shares $224 $ 691 $1,185 $2,353(1)
-----------------------------------------------------------------------------
Class C Shares $224 $ 691 $1,185 $2,544
-----------------------------------------------------------------------------
Class Y Shares $117 $ 365 $ 633 $1,398
=============================================================================
</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.
14
<PAGE>
[GRAPHIC]
---------------------------------------
AN OVERVIEW OF THE FUND
WADDELL & REED ADVISORS
NEW CONCEPTS FUND
(FORMERLY UNITED NEW CONCEPTS FUND) SEEKS THE GROWTH OF
YOUR INVESTMENT.
PRINCIPAL STRATEGIES
New Concepts Fund seeks to achieve its goal by investing primarily in common
stocks of U.S. and foreign companies whose market capitalizations are within
the range of capitalizations of companies comprising the Russell Mid-Cap Growth
Index ("Russell Mid-Cap") and that WRIMCO believes offer above-average growth
potential.
In selecting companies, WRIMCO may look at a number of factors, such as:
- new or innovative products or services;
- adaptive or creative management;
- strong financial and operational capabilities to sustain growth;
- market potential; and
- profit potential.
In general, in determining whether to sell a stock, WRIMCO uses the same type of
analysis that it uses when buying stocks. For example, WRIMCO may sell a holding
if the company no longer meets the desired capitalization range or if the
company position weakens in the industry or market. WRIMCO may also sell a
security to take advantage of more attractive investment opportunities or to
raise cash.
15
<PAGE>
PRINCIPAL RISKS OF INVESTING IN THE FUND
Because New Concepts 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;
- adverse stock and 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;
- the mix of securities in the Fund, particularly the relative weightings in,
and exposure to, different sectors and industries; and
- WRIMCO's skill in evaluating and selecting securities for the Fund.
Market risk for medium sized companies may be greater than that for large
companies. Medium sized companies may have limited financial resources and less
experienced management compared to large companies. Stocks of medium sized
companies may experience volatile trading and price fluctuations.
An investment in foreign securities presents additional risks such as currency
fluctuations and political or economic conditions affecting the foreign country.
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
New Concepts Fund is designed for investors who are willing to accept greater
risks than are present with many other mutual funds. The Fund is not intended
for investors who desire assured income and conservation of capital. You should
consider whether the Fund fits your particular investment objectives.
16
<PAGE>
[GRAPHIC]
---------------------------------------
PERFORMANCE
NEW CONCEPTS 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.
- 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]
CHART OF YEAR-BY-YEAR RETURNS
AS OF DECEMBER 31 EACH YEAR (%)
<TABLE>
<CAPTION>
'90 '91 '92 '93 '94 '95 '96 '97 '98 '99
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1.39 89.72% 5.47% 10.75% 11.30% 33.94% 4.57% 16.74% 38.70% 63.42%(1)
======================================================================================
</TABLE>
IN THE PERIOD SHOWN IN THE CHART, THE HIGHEST QUARTERLY RETURN WAS 46.17%
(THE FOURTH QUARTER OF 1999) AND THE LOWEST QUARTERLY RETURN WAS -18.14%
(THE THIRD QUARTER OF 1990). THE CLASS A RETURN FOR THE YEAR THROUGH MARCH
31, 2000 WAS 7.18%.
(1)A SUBSTANTIAL PORTION OF THE FUND'S RETURNS DURING RECENT PERIODS IS
ATTRIBUTABLE TO INVESTMENTS IN INITIAL PUBLIC OFFERINGS (IPOS). NO
ASSURANCE CAN BE GIVEN THAT THE FUND WILL CONTINUE TO BE ABLE TO INVEST IN
IPOS TO THE SAME EXTENT AS IT HAS IN THE PAST OR THAT FUTURE IPOS IN WHICH
THE FUND INVESTS WILL HAVE AS EQUALLY BENEFICAL IMPACT ON PERFORMANCE.
17
<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
NEW CONCEPTS FUND 54.02% 28.42% 24.06%
----------------------------------------------------------------------------------------
Nasdaq Industrials Index 71.67% 24.33% 17.46%
----------------------------------------------------------------------------------------
Russell Mid-Cap
Growth Index 51.31% 28.04% 18.96%
----------------------------------------------------------------------------------------
CLASS B SHARES OF
NEW CONCEPTS FUND 39.70%
----------------------------------------------------------------------------------------
Nasdaq Industrials Index 71.67% 24.33% 17.46% 33.69%
----------------------------------------------------------------------------------------
Russell Mid-Cap
Growth Index 51.31% 28.04% 18.96% 29.50%
----------------------------------------------------------------------------------------
CLASS C SHARES OF
NEW CONCEPTS FUND 43.70%
----------------------------------------------------------------------------------------
Nasdaq Industrials Index 71.67% 24.33% 17.46% 33.69%
----------------------------------------------------------------------------------------
Russell Mid-Cap
Growth Index 51.31% 28.04% 18.96% 29.50%
----------------------------------------------------------------------------------------
CLASS Y SHARES OF
NEW CONCEPTS FUND 63.89% 27.36%
----------------------------------------------------------------------------------------
Nasdaq Industrials Index 71.67% 24.33% 17.46% 21.56%
----------------------------------------------------------------------------------------
Russell Mid-Cap
Growth Index 51.31% 28.04% 18.96% 25.49%
========================================================================================
</TABLE>
THE INDEXES SHOWN ARE BROAD-BASED, SECURITIES MARKET INDEXES THAT ARE
UNMANAGED. THE RUSSELL MID-CAP GROWTH INDEX WILL REPLACE THE NASDAQ
INDUSTRIALS INDEX. WRIMCO BELIEVES THAT THE RUSSELL MID-CAP GROWTH 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. AS OF JANUARY 2000, THE COMPANIES IN WHICH THE
FUND INVESTS ARE PRIMARILY COMPANIES WHOSE MARKET CAPITALIZATIONS ARE
WITHIN THOSE OF COMPANIES COMPRISING THE RUSSELL MID-CAP GROWTH INDEX.
(1)SINCE OCTOBER 4, 1999 FOR CLASS B SHARES, OCTOBER 4, 1999 FOR CLASS C SHARES
AND SEPTEMBER 6, 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 INDEXES (INCLUDING INCOME) ARE NOT
AVAILABLE, PERFORMANCE OF THE INDEXES IS FROM OCTOBER 31, 1999, OCTOBER 31,
1999, AND AUGUST 31, 1995, RESPECTIVELY.
18
<PAGE>
[GRAPHIC]
---------------------------------------
FEES AND EXPENSES
NEW CONCEPTS 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 0.84% 0.84% 0.84% 0.84%
-------------------------------------------------------------------------------
DISTRIBUTION AND
SERVICE (12B-1) FEES 0.24% 1.00% 1.00% None
-------------------------------------------------------------------------------
OTHER EXPENSES 0.26% 0.56% 0.47% 0.20%
-------------------------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 1.34% 2.40% 2.31% 1.04%
===============================================================================
</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)MANAGEMENT FEES AND TOTAL FUND OPERATING EXPENSES HAVE BEEN RESTATED TO
REFLECT THE CHANGE IN MANAGEMENT FEES EFFECTIVE JUNE 30, 1999; OTHERWISE,
EXPENSE RATIOS ARE BASED ON OTHER FUND-LEVEL EXPENSES OF THE FUND FOR THE
FISCAL YEAR ENDED MARCH 31, 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 A, Class B, Class C
or Class Y shares 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 $704 $ 976 $1,269 $2,099
-------------------------------------------------------------------------------
Class B Shares $644 $ 1,050 $1,383 $2,474(1)
-------------------------------------------------------------------------------
Class C Shares $335 $ 723 $1,237 $2,650
-------------------------------------------------------------------------------
Class Y Shares $106 $ 332 $ 576 $1,276
-------------------------------------------------------------------------------
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 $704 $ 976 $1,269 $2,099
-------------------------------------------------------------------------------
Class B Shares $244 $ 750 $1,283 $2,474(1)
-------------------------------------------------------------------------------
Class C Shares $235 $ 723 $1,237 $2,650
-------------------------------------------------------------------------------
Class Y Shares $106 $ 332 $ 576 $1,276
-------------------------------------------------------------------------------
</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
[GRAPHIC]
WADDELL & REED ADVISORS
SCIENCE AND TECHNOLOGY FUND
(FORMERLY UNITED SCIENCE AND TECHNOLOGY FUND) SEEKS LONG-TERM CAPITAL GROWTH.
PRINCIPAL STRATEGIES
Science and Technology Fund seeks to achieve its goal of growth by concentrating
its investments primarily in the equity securities of U.S. and foreign science
and technology companies. Science and technology companies are companies whose
products, processes or services, in the opinion of WRIMCO are being or are
expected to be significantly benefited by the use or commercial application of
scientific or technological developments or discoveries. The Fund may invest in
companies of any size.
WRIMCO typically emphasizes growth potential in selecting stocks; that is,
WRIMCO seeks companies in which earnings are likely to grow faster than the
economy. WRIMCO may look at a number of factors in selecting securities for the
Fund's portfolio. These include the issuer's:
- growth potential;
- earnings potential;
- management;
- industry position; and
- applicable economic and market conditions.
Generally, in determining whether to sell a stock, WRIMCO uses the same type of
analysis that it uses in buying stocks in order to determine whether the
security has ceased to offer significant growth potential. WRIMCO may also sell
a security to take advantage of more attractive investment opportunities or to
raise cash.
21
<PAGE>
PRINCIPAL RISKS OF INVESTING IN THE FUND
Because Science and Technology Fund owns different types of securities, a
variety of factors can affect its investment performance, such as:
- the mix of securities in the Fund, particularly the relative weightings in,
and exposure to, different sectors of the science and technology
industries;
- rapid obsolescence of products or processes of companies in which the Fund
invests;
- government regulation in the science and technology industry;
- the earnings performance, credit quality and other conditions of the
companies whose securities the Fund holds;
- adverse stock and bond market conditions, sometimes in response to general
economic or industry news, that may cause the prices of the Fund's holdings
to fall as part of a broad market decline; and
- WRIMCO's skill in evaluating and selecting securities for the Fund.
Market risk for small to medium sized companies may be greater than the market
risk for large companies. Smaller companies are more likely to have limited
financial resources and inexperienced management. As well, stock of smaller
companies may experience volatile trading and price fluctuations.
An investment in foreign securities presents additional risks such as currency
fluctuations and political or economic conditions affecting the foreign country.
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
Science and Technology Fund is designed for investors who seek long-term capital
growth by investing in an actively managed Fund concentrating in securities of
science and technology companies. This Fund is not suitable for all investors.
You should consider whether the Fund fits your particular investment objectives.
22
<PAGE>
[GRAPHIC]
--------------------------------------------------------------------------------
PERFORMANCE
SCIENCE AND TECHNOLOGY 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.
[CHART]
CHART OF YEAR-BY-YEAR RETURNS
AS OF DECEMBER 31 EACH YEAR (%)
<TABLE>
<CAPTION>
'90 '91 '92 '93 '94 '95 '96 '97 '98 '99
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
-4.57% 60.66% -4.03% 8.51% 9.78% 55.37% 8.35% 7.22% 59.31% 102.93%
===============================================================================================
</TABLE>
IN THE PERIOD SHOWN IN THE CHART, THE HIGHEST QUARTERLY RETURN WAS 61.66% (THE
FOURTH QUARTER OF 1999) AND THE LOWEST QUARTERLY RETURN WAS -15.89% (THE THIRD
QUARTER OF 1990). THE CLASS A RETURN FOR THE YEAR THROUGH MARCH 31, 2000 WAS
18.56%.
23
<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 SCIENCE
AND TECHNOLOGY FUND 91.27% 40.63% 25.46%
-----------------------------------------------------------------------------------
S&P 400 Industrials Index 26.05% 29.77% 19.06%
-----------------------------------------------------------------------------------
Lipper Science and Technology
Funds Universe Average 134.77% 40.91% 29.91%
-----------------------------------------------------------------------------------
CLASS B SHARES OF SCIENCE
AND TECHNOLOGY FUND 53.62%
-----------------------------------------------------------------------------------
S&P 400 Industrials Index 26.05% 29.77% 19.06% 11.50%
-----------------------------------------------------------------------------------
Lipper Science and Technology
Funds Universe Average 134.77% 40.91% 29.91% 48.17%
-----------------------------------------------------------------------------------
CLASS C SHARES OF SCIENCE
AND TECHNOLOGY FUND 57.70%
-----------------------------------------------------------------------------------
S&P 400 Industrials Index 26.05% 29.77% 19.06% 11.50%
-----------------------------------------------------------------------------------
Lipper Science and Technology
Funds Universe Average 134.77% 40.91% 29.91% 48.17%
-----------------------------------------------------------------------------------
CLASS Y SHARES OF SCIENCE
AND TECHNOLOGY FUND 103.72% 39.63%
-----------------------------------------------------------------------------------
S&P 400 Industrials Index 26.05% 29.77% 19.06% 28.40%
-----------------------------------------------------------------------------------
Lipper Science and Technology
Funds Universe Average 134.77% 40.91% 29.91% 42.64%
===================================================================================
</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 4, 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 INDEX ARE NOT AVAILABLE, INDEX
PERFORMANCE IS CALCULATED FROM OCTOBER 31, 1999, OCTOBER 31, 1999 AND
FEBRUARY 29, 1996, RESPECTIVELY.
24
<PAGE>
[GRAPHIC]
--------------------------------------------------------------------------------
FEES AND EXPENSES
SCIENCE AND TECHNOLOGY 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 0.84% 0.84% 0.84% 0.84%
--------------------------------------------------------------------------------
Distribution and Service
(12b-1) Fees 0.23% 1.00% 1.00% None
--------------------------------------------------------------------------------
Other Expenses 0.19% 0.79% 0.61% 0.22%
--------------------------------------------------------------------------------
Total Annual Fund
Operating Expenses 1.26% 2.63% 2.45% 1.06%
================================================================================
</TABLE>
(1)THE CDSC, WHICH IS IMPOSED ON THE LESSER OF AMOUNT INVESTED OR REDEMPTION
FIRST VALUE OF CLASS B SHARES, DECLINES FROM 5% FOR REDEMPTIONS MADE WITHIN
THE 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)MANAGEMENT FEES AND TOTAL ANNUAL FUND OPERATING EXPENSES HAVE BEEN RESTATED
TO REFLECT THE CHANGE IN MANAGEMENT FEES EFFECTIVE JUNE 30, 1999; OTHERWISE
EXPENSE RATIOS ARE BASED ON OTHER FUND-LEVEL EXPENSES FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1999. 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 A, Class B, Class C
or Class Y shares 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 $696 $ 952 $1,227 $2,010
--------------------------------------------------------------------------------
Class B Shares $666 $1,118 $1,496 $2,627(1)
--------------------------------------------------------------------------------
Class C Shares $348 $ 762 $1,303 $2,781
--------------------------------------------------------------------------------
Class Y Shares $108 $ 337 $ 585 $1,294
--------------------------------------------------------------------------------
<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 $696 $952 $1,227 $2,010
--------------------------------------------------------------------------------
Class B Shares $266 $818 $1,396 $2,627(1)
--------------------------------------------------------------------------------
Class C Shares $248 $762 $1,303 $2,781
--------------------------------------------------------------------------------
Class Y Shares $108 $337 $ 585 $1,294
================================================================================
</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
[GRAPHIC]
WADDELL & REED ADVISORS
SMALL CAP FUND
(FORMERLY UNITED SMALL CAP FUND) SEEKS GROWTH OF CAPITAL.
PRINCIPAL STRATEGIES
Small Cap Fund seeks to achieve its goal by investing primarily in common stocks
of domestic and foreign companies whose market capitalizations are within the
range of capitalizations of companies included in the Lipper, Inc. Small Cap
Category ("small cap stocks"). The Fund emphasizes relatively new or unseasoned
companies in their early stages of development or smaller companies positioned
in new or emerging industries where there is opportunity for rapid growth.
In selecting companies, WRIMCO seeks companies whose earnings, it believes, are
likely to grow faster than the economy. WRIMCO may look at a number of factors
relating to a company, such as:
- aggressive or creative management;
- technological or specialized expertise;
- new or unique products or services; and
- entry into new or emerging industries.
In general, WRIMCO may sell a security if it determines that the stock no longer
offers significant growth potential, which may be due to a change in the
business or management of the company or a change in the industry of the
company. As well, WRIMCO may 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 Small Cap 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 mix of securities in the Fund, particularly the relative weightings in,
and exposure to, different sectors and industries;
- adverse stock and bond market conditions, sometimes in response to general
economic or industry news, that may cause the prices of the Fund's holdings
to fall as part of a broad market decline; and
- WRIMCO's skill in evaluating and selecting securities for the Fund.
Market risk for small to medium sized companies may be greater than the market
risk for large companies. Smaller companies are more likely to have limited
financial resources and inexperienced management. As well, stock of smaller
companies may experience volatile trading and price fluctuations.
Due to the nature of the Fund's permitted investments, primarily the small cap
stocks of new and/or unseasoned companies, companies in their early stages of
development or smaller companies in new or emerging industries, the Fund may be
subject to the following additional risks:
- products offered may fail to sell as anticipated;
- a period of unprofitability may be experienced before a company develops
the expertise and clientele to succeed in an industry;
- the company may never achieve profitability; and
- economic, market and technological factors may cause the new industry
itself to lose favor with the public.
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
Small Cap Fund is designed for investors willing to accept greater risks than
are present with many other mutual funds. It is not intended for those investors
who desire assured income and conservation of capital. You should consider
whether the Fund fits your particular investment objectives.
28
<PAGE>
[GRAPHIC]
--------------------------------------------------------------------------------
PERFORMANCE
SMALL CAP FUND
The Fund has not been in operation for a full calendar year, therefore no
performance information (the bar chart and performance table) is included in
this prospectus.
[GRAPHIC]
--------------------------------------------------------------------------------
FEES AND EXPENSES
SMALL CAP 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
================================================================================
</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.
29
<PAGE>
<TABLE>
<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 0.85% 0.85% 0.85% 0.85%
--------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE
(12b-1) FEES 0.25% 1.00% 1.00% None
--------------------------------------------------------------------------------
OTHER EXPENSES 0.40% 0.40% 0.40% 0.20%
--------------------------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 1.50% 2.25% 2.25% 1.05%
================================================================================
</TABLE>
(3)UNTIL NOVEMBER 1, 1999, WRIMCO VOLUNTARILY WAIVED ITS INVESTMENT MANAGEMENT
FEE. THE EXPENSES SHOWN FOR MANAGEMENT FEES REFLECT THE MAXIMUM ANNUAL FEE
PAYABLE. 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 A, Class B, Class C
or Class Y shares 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 $719 $1,022
--------------------------------------------------------------------------------
Class B Shares $628 $1,003
--------------------------------------------------------------------------------
Class C Shares $328 $ 703
--------------------------------------------------------------------------------
Class Y Shares $107 $ 334
--------------------------------------------------------------------------------
<CAPTION>
IF SHARES ARE NOT REDEEMED
AT END OF PERIOD: 1 YEAR 3 YEARS
--------------------------------------------------------------------------------
<S> <C> <C>
Class A Shares $719 $1,022
--------------------------------------------------------------------------------
Class B Shares $228 $ 703
--------------------------------------------------------------------------------
Class C Shares $228 $ 703
--------------------------------------------------------------------------------
Class Y Shares $107 $ 334
================================================================================
</TABLE>
30
<PAGE>
--------------------------------------------------------------------------------
AN OVERVIEW OF THE FUND
[GRAPHIC]
WADDELL & REED ADVISORS
VANGUARD FUND
(FORMERLY UNITED VANGUARD FUND) SEEKS THE APPRECIATION OF YOUR INVESTMENT.
PRINCIPAL STRATEGY
Vanguard Fund seeks to achieve its goal by investing primarily in a diversified
portfolio of common stock issued by large to medium sized U.S. and foreign
companies that WRIMCO believes have appreciation possibilities. WRIMCO typically
emphasizes growth stocks, but also includes value stocks in the Fund's portfolio
to provide a blend of value and growth potential. Value stocks are those that
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.
The Fund may invest in companies of any size.
WRIMCO attempts to select securities with appreciation possibilities by looking
at many factors. These include:
- changes in economic and political conditions;
- the short-term and long-term outlook for the industry being analyzed;
- the management capability of the company being considered; and
- the company's market position, product line, technological position and
prospects for increased earnings.
WRIMCO may also analyze the demands of investors for the security relative to
its price. Securities may be chosen when WRIMCO anticipates a development that
might have an effect on the value of a security.
In general, WRIMCO will sell a security if it determines that the security no
longer presents sufficient appreciation potential. As well, WRIMCO may sell a
security to take advantage of more attractive investment opportunities or to
raise cash.
31
<PAGE>
PRINCIPAL RISKS OF INVESTING IN THE FUND
Because Vanguard 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 mix of securities in the Fund, particularly the relative weightings in,
and exposure to, different sectors and industries;
- adverse stock and bond market conditions, sometimes in response to general
economic or industry news, that may cause the prices of the Fund's holdings
to fall as part of a broad market decline; and
- WRIMCO's skill in evaluating and selecting securities for the Fund.
Market risk for medium sized companies may be greater than the market risk for
large companies. Such companies are more likely to have limited financial
resources and inexperienced management. As well, stock of these companies may
experience volatile trading and price fluctuations.
As well, the Fund may invest a significant portion of its assets in foreign
securities. Foreign securities present additional risks such as currency
fluctuations and political or economic conditions affecting the foreign
countries.
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
Vanguard Fund is designed for investors seeking long-term investment growth. You
should consider whether the Fund fits your particular investment objectives.
32
<PAGE>
[GRAPHIC]
-------------------------------------------------------------------------------
PERFORMANCE
VANGUARD 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]
CHART OF YEAR-BY-YEAR RETURNS
AS OF DECEMBER 31 EACH YEAR (%)
<TABLE>
<CAPTION>
'90 '91 '92 '93 '94 '95 '96 '97 '98 '99
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
-4.88% 28.14% 2.61% 14.25% 6.16% 24.73% 7.54% 19.77% 31.21% 43.91%
===============================================================================================
</TABLE>
IN THE PERIOD SHOWN IN THE CHART, THE HIGHEST QUARTERLY RETURN WAS 31.10% (THE
FOURTH QUARTER OF 1999) AND THE LOWEST QUARTERLY RETURN WAS -16.18% (THE THIRD
QUARTER OF 1990). THE CLASS A RETURN FOR THE YEAR THROUGH MARCH 31, 2000 WAS
18.20%.
33
<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
VANGUARD FUND 35.63% 23.38% 15.99%
--------------------------------------------------------------------------------
S&P 500 Index 21.09% 28.59% 18.23%
--------------------------------------------------------------------------------
Lipper Growth Funds
Universe Average 29.27% 25.04% 16.52%
--------------------------------------------------------------------------------
CLASS B SHARES OF
VANGUARD FUND 21.68%
--------------------------------------------------------------------------------
S&P 500 Index 21.09% 28.59% 18.23% 8.04%
--------------------------------------------------------------------------------
Lipper Growth Funds
Universe Average 29.27% 25.04% 16.52% 14.43%
--------------------------------------------------------------------------------
CLASS C SHARES OF
VANGUARD FUND 25.68%
--------------------------------------------------------------------------------
S&P 500 Index 21.09% 28.59% 18.23% 8.04%
--------------------------------------------------------------------------------
Lipper Growth Funds
Universe Average 29.27% 25.04% 16.52% 14.43%
--------------------------------------------------------------------------------
CLASS Y SHARES OF
VANGUARD FUND 44.22% 22.26%
--------------------------------------------------------------------------------
S&P 500 Index 21.09% 28.59% 18.23% 26.41%
--------------------------------------------------------------------------------
Lipper Growth Funds
Universe Average 29.27% 25.04% 16.52% 22.44%
================================================================================
</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 4, 1999 FOR CLASS
C SHARES AND SEPTEMBER 8, 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
(INCLUDING INCOME) ARE NOT AVAILABLE, INDEX PERFORMANCE IS CALCULATED
FROM OCTOBER 31, 1999, OCTOBER 31, 1999 AND SEPTEMBER 30, 1995,
RESPECTIVELY.
34
<PAGE>
[GRAPHIC]
--------------------------------------------------------------------------------
FEES AND EXPENSES
VANGUARD 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 0.68% 0.68% 0.68% 0.68%
--------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE
(12b-1) FEES 0.25% 1.00% 1.00% None
--------------------------------------------------------------------------------
OTHER EXPENSES 0.18% 0.18% 0.18% 0.18%
--------------------------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 1.11% 1.86% 1.86% 0.86%
--------------------------------------------------------------------------------
</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)MANAGEMENT FEES AND TOTAL ANNUAL FUND OPERATING EXPENSES HAVE BEEN RESTATED
TO REFLECT THE CHANGE IN MANAGEMENT FEES EFFECTIVE JUNE 30, 1999; OTHERWISE,
EXPENSE RATIOS ARE BASED ON OTHER FUND-LEVEL EXPENSES FOR THE FISCAL YEAR
ENDED SEPTEMBER 30, 1999, AND FOR CLASS B AND CLASS C, THE EXPENSES
ATTRIBUTABLE TO EACH CLASS THAT ARE ANTICIPATED FOR THE CURRENT YEAR. ACTUAL
EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
35
<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 A, Class B, Class C
or Class Y shares 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 $682 $908 $1,151 $1,849
--------------------------------------------------------------------------------
Class B Shares $589 $885 $1,106 $1,982(1)
--------------------------------------------------------------------------------
Class C Shares $289 $585 $1,006 $2,180
--------------------------------------------------------------------------------
Class Y Shares $ 88 $274 $ 477 $1,061
--------------------------------------------------------------------------------
<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 $682 $908 $1,151 $1,849
--------------------------------------------------------------------------------
Class B Shares $189 $585 $1,006 $1,982(1)
--------------------------------------------------------------------------------
Class C Shares $189 $585 $1,006 $2,180
--------------------------------------------------------------------------------
Class Y Shares $ 88 $274 $ 477 $1,061
--------------------------------------------------------------------------------
</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.
36
<PAGE>
[GRAPHIC]
--------------------------------------------------------------------------------
THE INVESTMENT PRINCIPLES OF THE FUNDS
INVESTMENT GOALS, PRINCIPAL STRATEGIES AND OTHER INVESTMENTS
WADDELL & REED ADVISORS ACCUMULATIVE FUND
The primary goal of the Fund is capital growth. As a secondary goal, the Fund
seeks current income. The Fund seeks to achieve these goals by investing
primarily in a diversified portfolio of common stocks, or securities convertible
into common stocks, of U.S. and foreign companies, the risks of which are, in
WRIMCO's opinion, consistent with the Fund's goals. Generally, the Fund invests
in stocks with large market capitalization that, in WRIMCO's opinion, have
slightly higher market volatility and slightly higher growth rates than other
stocks. There is no guarantee that the Fund will achieve its goals.
As a temporary defensive measure, at times when WRIMCO believes that common
stocks do not offer a good investment opportunity, the Fund may hold up to all
of its assets in cash, debt securities, typically, of investment grade (rated
BBB or higher by Standard & Poor's (OS&PO) or Baa or higher by Moody's Investors
Service (OMISO) or, if unrated, deemed by WRIMCO to be of comparable quality),
preferred stock, or common stocks that WRIMCO chooses because the securities are
less volatile rather than for their growth potential. By taking a temporary
defensive position in any of these ways, the Fund may not achieve its investment
objectives.
WADDELL & REED ADVISORS INTERNATIONAL GROWTH FUND
The primary goal of the Fund is long-term capital appreciation, with current
income as a secondary goal. The Fund seeks to achieve these goals by investing
primarily in a diversified portfolio of common stocks of foreign issuers. There
is no guarantee that the Fund will achieve its goals.
The Fund may also invest, to a lesser extent, in preferred stocks and debt
securities. The debt securities may be of any maturity and will typically be
investment grade.
Under normal conditions, the Fund invests at least 80% of its total assets in
foreign securities and at least 65% of its total assets in issuers of at least
three foreign countries. The Fund generally limits its holdings so that no more
than 75% of its total assets are invested in issuers of a single foreign
country. As well, the Fund will invest at least 65% of its total assets in
growth securities (usually common stock) during normal market conditions. Growth
securities
37
<PAGE>
are those whose earnings, WRIMCO believes, are likely to have strong growth over
several years.
When WRIMCO believes that a temporary defensive position is desirable, WRIMCO
may take certain steps with respect to up to all of the Fund's assets by
investing in debt securities (including commercial paper or short-term U.S.
Government securities) or preferred stocks, or both. By taking a temporary
defensive position, the Fund may not achieve its investment objectives.
WADDELL & REED ADVISORS NEW CONCEPTS FUND
The goal of the Fund is the growth of your investment. The Fund seeks to achieve
its goal by investing primarily in a diversified portfolio of common stocks of
U.S. companies whose market capitalizations are within the range of
capitalizations of companies comprising the Russell Mid-Cap and that WRIMCO
believes offer above-average growth potential. For this purpose, the Fund
considers a company's capitalization at the time the Fund acquires the company's
securities, and the company need not be listed in the Russell Mid-Cap. Companies
whose capitalization falls outside the range of the Russell Mid-Cap after
purchase continue to be considered medium capitalization companies for purpose
of the Fund's investment policy. There is no guarantee that the Fund will
achieve its goal.
In addition to common stocks, the Fund may invest in convertible securities,
preferred stocks and debt securities of any maturity and mostly of investment
grade. The Fund may also invest up to 10% of its total assets in foreign
securities, but only those that are exchange-traded or quoted on an automatic
quotations system; represented by U.S.-traded American Depositary Receipts; or
issued or guaranteed by a foreign government (or any of its subdivisions,
agencies or instrumentalities).
When WRIMCO believes that a temporary defensive position is desirable, the Fund
may invest up to all of its assets in debt securities (including commercial
paper, short-term securities issued by the U.S. Government or its agencies or
instrumentalities and other money market instruments) and/or preferred stocks.
The Fund may also use options and futures contracts for defensive purposes. By
taking a defensive position the Fund may not achieve its investment objective.
38
<PAGE>
WADDELL & REED ADVISORS SCIENCE AND TECHNOLOGY FUND
The goal of the Fund is long-term capital growth. The Fund seeks to achieve this
goal by investing primarily in science and technology companies. Science and
technology companies are companies whose products, processes or services, in
WRIMCO's opinion, are being or are expected to be significantly benefited by the
use or commercial application of scientific or technological discoveries. There
is no guarantee that the Fund will achieve its goal.
The Fund invests in such areas as:
- aerospace and defense electronics;
- biotechnology;
- business machines;
- cable and broadband access;
- communications and electronic equipment;
- computer software and services;
- computer systems;
- electronics;
- electronic media;
- internet and internet-related services;
- medical devices and drugs;
- medical and hospital supplies and services; and
- office equipment and supplies.
The Fund primarily owns common stock; however, it may invest, to a lesser
extent, in preferred stock, debt securities and convertible securities. The Fund
may invest a limited amount of its assets in foreign securities.
Under normal economic and market conditions, the Fund will not invest more than
20% of its total assets in securities other than those of science or technology
companies. When WRIMCO believes that a temporary defensive position is
desirable, the Fund may invest up to all of its assets in U.S. Government
securities or other debt securities, mostly of investment grade. By taking a
temporary defensive position the Fund may not achieve its investment objective.
39
<PAGE>
WADDELL & REED ADVISORS SMALL CAP FUND
The goal of the Fund is growth of capital. The Fund seeks to achieve its goal by
investing primarily in small cap common stocks of companies that are relatively
new or unseasoned, companies in their early stages of development, or smaller
companies positioned in new or emerging industries where there is an opportunity
for rapid growth. The Fund considers a company's capitalization at the time the
Fund acquires the company's common stock. Common stock of a company whose
capitalization exceeds the range of the Lipper, Inc. Small Cap Category after
purchase will not be sold solely because of its increased capitalization. There
is no guarantee that the Fund will achieve its goal.
The Fund will, under normal market conditions, invest at least 65% of its total
assets in small cap stocks. In addition to common stocks, the Fund may also
invest in securities convertible into common stocks, preferred stocks and debt
securities that are mostly of investment grade. The Fund may also buy foreign
securities, however, it may not invest more than 10% of its total assets in
foreign securities.
When WRIMCO believes that a temporary defensive position is desirable, the Fund
may invest up to all of its assets in debt securities (including commercial
paper or short-term U.S. Government securities) or preferred stocks, or both. By
taking a temporary defensive position, the Fund may not achieve its investment
objective.
WADDELL &REED ADVISORS VANGUARD FUND
The goal of the Fund is the appreciation of your investment. The Fund seeks to
achieve this goal through a diversified holding of securities, primarily those
issued by large to medium sized U.S. and foreign companies that WRIMCO believes
have appreciation possibilities. There is no guarantee that the Fund will
achieve its goal.
The Fund invests primarily in common stock but may also own, to a limited
extent, preferred stock and debt securities, typically of investment grade and
of any maturity. The Fund may also own convertible securities. As well, the Fund
may invest, to a lesser extent, in foreign securities.
At times, as a temporary defensive measure, the Fund may invest up to all of its
assets in either debt securities (which may include money market instruments
held as cash reserves) or preferred stocks or both. By taking a temporary
defensive position in either or both of these ways the Fund may not achieve its
investment objective.
40
<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 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 Statement of
Additional Information ("SAI").
RISK CONSIDERATIONS OF PRINCIPAL STRATEGIES AND OTHER INVESTMENTS
Risks exist in any investment. Each Fund is subject to equity risk and other
market risk, financial risk and, in some cases, prepayment risk.
- Market risk is the possibility of a change in the price of the security. The
prices of common stocks and other equity securities generally fluctuate more
than those of other investments. A Fund may lose a substantial part, or even
all, of its investment in a company's stock. Growth stocks may experience
greater price volatility than value stocks. To the extent a Fund invests in
fixed income securities, the price of a fixed income security may be affected
by 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 a Fund will likely change as well.
- Financial risk is based on the financial situation of the issuer of the
security. To the extent a Fund invests in 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
foreign securities, junk bonds and derivative instruments) involve special
risks. Depending on how much a Fund invests or uses these strategies, these
special risks may become significant. For example, foreign investments may
subject a Fund to restrictions on receiving the investment proceeds from a
foreign country, foreign taxes, and potential difficulties in enforcing
41
<PAGE>
contractual obligations, as well as fluctuations in foreign currency values and
other developments that may adversely affect a foreign country. Junk bonds pose
a greater risk of nonpayment of interest or principal than higher-rated bonds.
Derivative instruments may expose a Fund to greater volatility than an
investment in a more traditional stock, bond or other security.
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.
Accumulative Fund, International Growth Fund and New Concepts Fund may actively
trade securities in seeking to achieve their goal. Doing so may increase
transaction costs (which may reduce performance) and increase distributions paid
by the Fund, which may increase your taxable income.
42
<PAGE>
[GRAPHIC]
--------------------------------------------------------------------------------
YOUR ACCOUNT
CHOOSING A SHARE CLASS
Each Fund offers four classes of shares: Class A, Class B, Class C and 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, as described
below.
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.
43
<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 charge(1) Deferred sales charge on A 1% deferred sales
shares you sell within six charge on shares you
years after purchase sell within twelve
months after purchase
------------------------------------------------------------------------------------------------
Maximum distribution Maximum distribution Maximum distribution
and service (12b-1) fees and service (12b-1) fees and service (12b-1) fees
of 0.25% of 1.00% of 1.00%
------------------------------------------------------------------------------------------------
For an investment of Converts to Class A Does not convert to
$2 million or more, shares 8 years after the Class A shares, so
only Class A shares month in which the annual expenses do
are available shares were purchased, not decrease
thus reducing 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.
EACH FUND HAS ADOPTED A DISTRIBUTION AND SERVICE PLAN ("Plan") pursuant to Rule
12b-1 under the Investment Company Act of 1940, as amended, for each of its
Class A, Class B and Class C shares. Under the Class A Plan, each 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 a class's fees are paid out of the assets of that class
on an ongoing basis, over time these fees will increase the cost of your
investment and may cost you more than paying other types of sales charges.
44
<PAGE>
CLASS A SHARES are subject to an initial sales charge when you buy them, based
on the amount of your investment, according to the table 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 higher than those for Class Y shares.
<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 A FUND MAY IMPOSE A CDSC OF
1.00% ON 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. or its affiliate(s) 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.
45
<PAGE>
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 except Class A shares of
Waddell & Reed Advisors Cash Management (formerly known as United Cash
Management) or Class A shares of W&R Funds 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 Waddell & Reed
Advisors Cash Management or W&R Funds Money Market Fund, made during a
thirteen-month period ("Letter of Intent"); and
- Grouping purchases by certain related persons.
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; and
- 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 Funds or W&R Funds and
the purchase is made within 60 days of such redemption.
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
46
<PAGE>
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 the 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 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. The CDSC is applied to
the lesser of amount invested or redemption value.
To keep your CDSC as low as possible, each time you place a request to redeem
shares, the Fund assumes that a redemption is made first of shares not subject
to a deferred sales charge (including shares which represent appreciation on
shares held, reinvested dividends and distributions), and then of shares that
represent the lowest sales charge.
Unless instructed otherwise, 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.
47
<PAGE>
<TABLE>
<CAPTION>
CONTINGENT DEFERRED SALES CHARGE
ON SHARES SOLD WITHIN YEAR AS A % 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.
For example, if a shareholder opens an account on July 14, 2000, then redeems
all Class B shares on July 12, 2001, 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 accelerated
to the revised 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.
48
<PAGE>
THE 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 or
employees of the Fund, WRIMCO, the Distributor or their affiliated companies,
financial advisors of Waddell & Reed, Inc., 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 forty-five 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 Vanguard Fund)
to liquidate a shareholder's shares if the aggregate NAV of those shares is
less than $500.
- 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.
49
<PAGE>
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.
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
50
<PAGE>
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.
- 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.
51
<PAGE>
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.
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 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 table.
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.
52
<PAGE>
- 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 Board of Directors.
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.
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, 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. Small Cap Fund does not 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
53
<PAGE>
which it must receive your order for you to purchase shares of a Fund at that
day's price.
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>
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:
54
<PAGE>
- the detachable form that accompanies the confirmation of a prior purchase or
your year-to-date statement; or
- 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 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.
55
<PAGE>
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.
TO SELL CLASS Y SHARES 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 Class Y shares and
make payment by wire to your predesignated bank account or by check to you at
the address on the account.
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.
56
<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 The written instructions must be signed by all persons
Joint Tenant 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 The written instructions must be signed by the person
or Other Fiduciary 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; or
- the check is made payable to someone other than the owner of record.
57
<PAGE>
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.
EACH FUND (OTHER THAN VANGUARD FUND) RESERVES THE RIGHT TO REDEEM at NAV all of
your Fund shares in your account if their aggregate NAV is less than $500. 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.
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 forty-five 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 forty-five 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 Waddell & Reed Advisors Fund
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.
58
<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, 800-366-5465, 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 and/or W&R Funds; or
- 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.
59
<PAGE>
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 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 Waddell & Reed
Advisors Cash Management.
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
<TABLE>
<CAPTION>
<S> <C>
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 TO A FUND WHETHER
IN THE SAME OR A DIFFERENT ACCOUNT IN THE SAME CLASS
MINIMUM AMOUNT MINIMUM FREQUENCY
$100 (per Fund) Monthly
================================================================================
</TABLE>
60
<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:
Accumulative Fund, International Growth Fund, Science and Technology Fund and
Vanguard Fund, semiannually in June and December; and New Concepts Fund and
Small Cap Fund, annually in December. 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:
61
<PAGE>
TAXES ON DISTRIBUTIONS. Dividends from a Fund's investment company taxable
income (which includes net short-term gains), if 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 alternative minimum tax.
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). An exchange of Fund shares for shares of any other fund in
the Waddell & Reed Advisors Funds or W&R Funds 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 ninety 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 forty-five 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
62
<PAGE>
that amount will increase the adjusted basis of the shares subsequently
acquired. In addition, if you purchase shares of a Fund within thirty 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.
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 the 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.
63
<PAGE>
[GRAPHIC]
--------------------------------------------------------------------------------
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 and Target/United Funds since the inception of
each company. WRIMCO is located at 6300 Lamar Avenue, P.O. Box 29217, Shawnee
Mission, Kansas 66201-9217.
Antonio Intagliata is primarily responsible for the management of the
Accumulative Fund. Mr. Intagliata has held his Fund responsibilities since
November 1979. He is Senior Vice President of WRIMCO and Vice President of the
Fund. Mr. Intagliata has served as the portfolio manager for investment
companies managed by WRIMCO and its predecessors since February 1979 and has
been an employee of such since June 1973.
Thomas A. Mengel is primarily responsible for the management of the
International Growth Fund. Mr. Mengel has held his Fund responsibilities since
May 1996. He is Vice President of WRIMCO, Vice President of the Fund and Vice
President of other investment companies for which WRIMCO serves as investment
manager. From 1993 to 1996, Mr. Mengel was the President of Sal. Oppenheim jr. &
Cie. Securities, Inc.
Zachary H. Shafran is primarily responsible for the management of the New
Concepts Fund. Mr. Shafran has held his responsibilities since February 1999. He
is Vice President of WRIMCO and Vice President of the Fund. Mr. Shafran served
as the portfolio manager for another investment company managed by WRIMCO from
January 1996 to February 1999. Mr. Shafran served as an investment analyst with
WRIMCO from June 1990 to January 1996.
Henry J. Herrmann is primarily responsible for the management of the Science and
Technology Fund. Mr. Herrmann has held his Fund responsibilities since April 17,
2000. He is Vice President and Director of each of the Funds in the Waddell &
Reed Advisors Funds, W&R Funds and Target/United Funds; President, Chief
Investment Officer, and Director of Waddell & Reed Financial, Inc.; Vice
President, Chief Investment Officer and
64
<PAGE>
Director of Waddell & Reed Financial Services, Inc.; Director of Waddell & Reed,
Inc.; President, Chief Executive Officer, Chief Investment Officer and Director
of WRIMCO; and Vice President of each of the other investment companies for
which WRIMCO serves as investment manager. Mr. Herrmann has been an employee of
Waddell & Reed, Inc. and its successor, WRIMCO, since March 15, 1971.
Mark G. Seferovich and Grant P. Sarris are primarily responsible for the
management of the Small Cap Fund. Mr. Seferovich has held his Fund
responsibilities since the inception of the Fund. 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. Seferovich has
served as the portfolio manager of investment companies managed by WRIMCO and
its predecessor since February 1989. From March 1996 to March 1998, Mr.
Seferovich was Vice President of, and a portfolio manager for, Waddell & Reed
Asset Management Company, a former affiliate of WRIMCO.
Mr. Sarris has held his Fund responsibilities since the inception of the Fund.
He is Vice President of WRIMCO, Vice President of the Fund and Vice President of
other investment companies for which WRIMCO serves as investment manager. Mr.
Sarris served as an investment analyst with WRIMCO and its predecessor from
October 1, 1991 to January 1, 1996. From January 1996 to May 1998, Mr. Sarris
served as an assistant portfolio manager for WRIMCO, and since May 1998, he has
served as a portfolio manager. Mr. Sarris has been an employee of WRIMCO since
October 1, 1991.
Daniel P. Becker is primarily responsible for the management of the Vanguard
Fund. Mr. Becker has held his Fund responsibilities since July 1, 1997. He is
Vice President of WRIMCO and Vice President of the Fund. From January 1995 to
March 1998, Mr. Becker was Vice President of, and a portfolio manager for,
Waddell & Reed Asset Management Company. Mr. Becker has been an employee of
WRIMCO and its predecessor since October 1989, initially serving as an
investment analyst, and has served as a portfolio manager for WRIMCO since
January 1997.
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.
65
<PAGE>
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.
The management fee is payable at the annual rates of:
for Accumulative Fund, 0.70% of net assets up to $1 billion, 0.65% of net assets
over $1 billion and up to $2 billion, 0.60% of net assets over $2 billion and up
to $3 billion, and 0.55% of net assets over $3 billion. Management fees for the
Fund as a percent of the Fund's net assets for the fiscal year ended December
31, 1999 were 0.61%;
for International Growth Fund, 0.85% of net assets up to $1 billion, 0.83% of
net assets over $1 billion and up to $2 billion, 0.80% of net assets over $2
billion and up to $3 billion, and 0.76% of net assets over $3 billion.
Management fees for the Fund as a percent of the Fund's net assets for the
fiscal year ended June 30, 1999 were 0.69%;
for New Concepts Fund, 0.85% of net assets up to $1 billion; 0.83% of net assets
over $1 billion and up to $2 billion; 0.80% of net assets over $2 billion and up
to $3 billion; and 0.76% of net assets over $3 billion. Management fees for the
Fund as a percent of the Fund's net assets for the fiscal year ended March 31,
2000 were 0.82%;
for Science and Technology Fund, 0.85% of net assets up to $1 billion, 0.83% of
net assets over $1 billion and up to $2 billion, 0.80% of net assets over $2
billion and up to $3 billion, and 0.76% of net assets over $3 billion.
Management fees for the Fund as a percent of the Fund's net assets for the
fiscal year ended December 31, 1999 were 0.73%;
for Small Cap Fund, 0.85% of net assets up to $1 billion, 0.83% of net assets
over $1 billion and up to $2 billion, 0.80% of net assets over $2 billion and up
to $3 billion, and 0.76% of net assets over $3 billion. Until November 1, 1999,
WRIMCO voluntarily waived its investment management fee;
66
<PAGE>
for Vanguard Fund, 0.70% of net assets up to $1 billion, 0.65% of net assets
over $1 billion and up to $2 billion, 0.60% of net assets over $2 billion and up
to $3 billion, and 0.55% of net assets over $3 billion. Management fees for the
Fund as a percent of the Fund's net assets for the fiscal year ended September
30, 1999 were 0.69%.
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.
67
<PAGE>
[GRAPHIC]
--------------------------------------------------------------------------------
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 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.
68
<PAGE>
[GRAPHIC]
--------------------------------------------------------------------------------
ACCUMULATIVE 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 December 31, 1999, 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 DECEMBER 31,
-------------------------------------------------------------------------------
1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
CLASS A PER-SHARE DATA
Net asset value,
beginning of period $8.28 $7.77 $7.75 $7.78 $6.58
---------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income 0.03 0.10 0.10 0.11 0.11
Net realized and
unrealized gain
on investments 2.01 1.60 2.14 0.82 2.12
---------------------------------------------------------------------------------------------------------------------------
Total from investment
operations 2.04 1.70 2.24 0.93 2.23
---------------------------------------------------------------------------------------------------------------------------
Less distributions:
From net investment
income (0.03) (0.11) (0.09) (0.11) (0.11)
From capital gains (1.15) (1.08) (2.13) (0.85) (0.92)
---------------------------------------------------------------------------------------------------------------------------
Total distributions (1.18) (1.19) (2.22) (0.96) (1.03)
---------------------------------------------------------------------------------------------------------------------------
Net asset value,
end of period $9.14 $8.28 $7.77 $7.75 $7.78
CLASS A RATIOS/SUPPLEMENTAL DATA
Total return(2) 25.72% 22.62% 29.58% 12.18% 34.21%
Net assets, end of
period (in millions) $2,247 $1,864 $1,595 $1,285 $1,206
Ratio of expenses to
average net assets 0.98% 0.88% 0.82% 0.83% 0.80%
Ratio of net investment
income to average
net assets 0.30% 1.12% 1.16% 1.34% 1.42%
Portfolio turnover rate 372.35% 373.78% 313.99% 240.37% 229.03%
===========================================================================================================================
</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.
69
<PAGE>
--------------------------------------------------------------------------------
ACCUMULATIVE FUND
For a Class B share outstanding throughout the period:
<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
10/4/99(1) TO
12/31/99
<S> <C>
CLASS B PER-SHARE DATA
Net asset value, beginning of period $8.43
----------------------------------------------------------------------------------------------
Income from investment operations:
Net investment loss (0.01)
Net realized and unrealized gain on investments 1.85
----------------------------------------------------------------------------------------------
Total from investment operations 1.84
----------------------------------------------------------------------------------------------
Less distributions:
From net investment income (0.00)
From capital gains (1.15)
----------------------------------------------------------------------------------------------
Total distributions (1.15)
----------------------------------------------------------------------------------------------
Net asset value, end of period $9.12
CLASS B RATIOS/SUPPLEMENTAL DATA
Total return 22.89%
Net assets, end of period (in millions) $3
Ratio of expenses to average net assets 2.24%(2)
Ratio of net investment loss to average net assets -1.40%(2)
Portfolio turnover rate 372.35%(2)
==============================================================================================
</TABLE>
(1) COMMENCEMENT OF OPERATIONS.
(2) ANNUALIZED.
70
<PAGE>
--------------------------------------------------------------------------------
ACCUMULATIVE FUND
For a Class C share outstanding throughout the period:
<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
10/6/99(1) TO
12/31/99
<S> <C>
CLASS C PER-SHARE DATA
Net asset value, beginning of period $8.53
----------------------------------------------------------------------------------------------
Income from investment operations:
Net investment loss (0.01)
Net realized and unrealized gain on investments 1.75
----------------------------------------------------------------------------------------------
Total from investment operations 1.74
----------------------------------------------------------------------------------------------
Less distributions:
From net investment income (0.00)
From capital gains (1.15)
----------------------------------------------------------------------------------------------
Total distributions (1.15)
----------------------------------------------------------------------------------------------
Net asset value, end of period $9.12
CLASS C RATIOS/SUPPLEMENTAL DATA
Total return 21.45%
Net assets, end of period (in thousands) $347
Ratio of expenses to average net assets 2.28%(2)
Ratio of net investment loss to average net assets -1.35%(2)
Portfolio turnover rate 372.35%(2)
==============================================================================================
</TABLE>
(1)COMMENCEMENT OF OPERATIONS.
(2)ANNUALIZED.
71
<PAGE>
--------------------------------------------------------------------------------
ACCUMULATIVE FUND
For a Class Y share outstanding throughout each period:
<TABLE>
<CAPTION>
FOR THE
FOR THE FISCAL YEAR ENDED DECEMBER 31, PERIOD FROM
------------------------------------------ 7/11/95(1) TO
1999 1998 1997 1996 12/31/95
<S> <C> <C> <C> <C> <C>
CLASS Y PER-SHARE DATA
Net asset value,
beginning of period $8.28 $7.77 $7.75 $7.78 $7.84
------------------------------------------------------------------------------------------------------
Income from investment
operations:
Net investment income 0.04 0.12 0.11 0.12 0.05
Net realized and
unrealized gain
on investments 2.01 1.59 2.14 0.82 0.87
------------------------------------------------------------------------------------------------------
Total from investment
operations 2.05 1.71 2.25 0.94 0.92
------------------------------------------------------------------------------------------------------
Less distributions:
From net investment
income (0.04) (0.12) (0.10) (0.12) (0.06)
From capital gains (1.15) (1.08) (2.13) (0.85) (0.92)
------------------------------------------------------------------------------------------------------
Total distributions (1.19) (1.20) (2.23) (0.97) (0.98)
------------------------------------------------------------------------------------------------------
Net asset value,
end of period $9.14 $8.28 $7.77 $7.75 $7.78
CLASS Y RATIOS/SUPPLEMENTAL DATA
Total return 25.95% 22.79% 29.67% 12.27% 11.92%
Net assets, end of
period (in millions) $5 $4 $4 $3 $1
Ratio of expenses to
average net assets 0.80% 0.75% 0.75% 0.74% 0.76%(2)
Ratio of net investment
income to average
net assets 0.49% 1.21% 1.22% 1.45% 1.24%(2)
Portfolio turnover rate 372.35% 373.78% 313.99% 240.37% 229.03%(2)
========================================================================================================
</TABLE>
(1)COMMENCEMENT OF OPERATIONS.
(2)ANNUALIZED.
72
<PAGE>
[GRAPHIC]
--------------------------------------------------------------------------------
INTERNATIONAL GROWTH FUND
This information has been audited by Deloitte & Touche LLP, whose independent
auditors' reports, along with the Fund's financial statements for the fiscal
year ended June 30, 1999 and the six months 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 SIX FOR THE FISCAL YEAR ENDED JUNE 30,
MONTHS ENDED ---------------------------------------------------------
12/31/99 1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C> <C>
CLASS A PER-SHARE DATA
Net asset value,
beginning of period $9.97 $11.85 $10.61 $8.95 $8.68 $8.98
----------------------------------------------------------------------------------------------------------------------
Income from investment
operations:
Net investment
income (loss) (0.04) 0.05 0.07 0.07 0.08 0.07
Net realized and
unrealized gain
(loss) on investments 5.34 (0.74) 3.01 1.94 0.86 0.60
----------------------------------------------------------------------------------------------------------------------
Total from investment
operations 5.30 (0.69) 3.08 2.01 0.94 0.67
----------------------------------------------------------------------------------------------------------------------
Less distributions:
From net investment
income (0.02) (0.04) (0.06) (0.09) (0.07) (0.04)
From capital gains (1.44) (1.15) (1.78) (0.26) (0.60) (0.93)
----------------------------------------------------------------------------------------------------------------------
Total distributions (1.46) (1.19) (1.84) (0.35) (0.67) (0.97)
----------------------------------------------------------------------------------------------------------------------
Net asset value,
end of period $13.81 $9.97 $11.85 $10.61 $8.95 $8.68
CLASS A RATIOS/SUPPLEMENTAL DATA
Total return(2) 54.91% -5.40% 34.49% 23.03% 11.70% 7.98%
Net assets, end of
period (in millions) $1,863 $1,252 $1,331 $978 $771 $679
Ratio of expenses to
average net assets 1.42%(3) 1.30% 1.23% 1.28% 1.25% 1.25%
Ratio of net investment
income (loss) to average
net assets -0.80%(3) 0.52% 0.67% 0.78% 0.89% 0.86%
Portfolio turnover rate 50.93% 149.45% 114.34% 109.71% 58.64% 57.45%
======================================================================================================================
</TABLE>
(1)ON JULY 4, 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.
73
<PAGE>
--------------------------------------------------------------------------------
INTERNATIONAL GROWTH FUND
For a Class B share outstanding throughout the period:
<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
10/4/99(1) TO
12/31/99
<S> <C>
CLASS B PER-SHARE DATA
Net asset value, beginning of period $10.79
----------------------------------------------------------------------------------------------
Income from investment operations:
Net investment loss (0.03)
Net realized and unrealized gain on investments 4.47
----------------------------------------------------------------------------------------------
Total from investment operations 4.44
----------------------------------------------------------------------------------------------
Less distributions:
From net investment income (0.00)
From capital gains (1.44)
----------------------------------------------------------------------------------------------
Total distributions (1.44)
----------------------------------------------------------------------------------------------
Net asset value, end of period $13.79
CLASS B RATIOS/SUPPLEMENTAL DATA
Total return 42.70%
Net assets, end of period (in millions) $4
Ratio of expenses to average net assets 3.15%(2)
Ratio of net investment loss to average net assets -2.76%(2)
Portfolio turnover rate 50.93%(3)
==============================================================================================
</TABLE>
(1)COMMENCEMENT OF OPERATIONS.
(2)ANNUALIZED.
(3)FOR THE SIX MONTHS ENDED DECEMBER 31, 1999.
74
<PAGE>
--------------------------------------------------------------------------------
INTERNATIONAL GROWTH FUND
For a Class C share outstanding throughout the period:
<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
10/5/99(1) TO
12/31/99
<S> <C>
CLASS C PER-SHARE DATA
Net asset value, beginning of period $10.78
----------------------------------------------------------------------------------------------
Income from investment operations:
Net investment loss (0.03)
Net realized and unrealized gain on investments 4.49
----------------------------------------------------------------------------------------------
Total from investment operations 4.46
----------------------------------------------------------------------------------------------
Less distributions:
From net investment income (0.00)
From capital gains (1.44)
----------------------------------------------------------------------------------------------
Total distributions (1.44)
----------------------------------------------------------------------------------------------
Net asset value, end of period $13.80
CLASS C RATIOS/SUPPLEMENTAL DATA
Total return 42.94%
Net assets, end of period (in millions) $1
Ratio of expenses to average net assets 2.71%(2)
Ratio of net investment loss to average net assets -2.32%(2)
Portfolio turnover rate 50.93%(3)
==============================================================================================
</TABLE>
(1)COMMENCEMENT OF OPERATIONS.
(2)ANNUALIZED.
(3)FOR THE SIX MONTHS ENDED DECEMBER 31, 1999.
75
<PAGE>
--------------------------------------------------------------------------------
INTERNATIONAL GROWTH FUND
For a Class Y share outstanding throughout each period:
<TABLE>
<CAPTION>
FOR THE FOR THE FISCAL YEAR FOR THE
SIX MONTHS ENDED JUNE 30, PERIOD FROM
ENDED ------------------------------------------ 9/27/95(1) TO
12/31/99 1999 1998 1997 6/30/96
<S> <C> <C> <C> <C> <C>
CLASS Y PER-SHARE DATA
Net asset value,
beginning of period $9.97 $11.85 $10.62 $8.95 $9.21
---------------------------------------------------------------------------------------------------------------------------
Income from investment
operations:
Net investment
income (loss) (0.03) 0.09 0.10 0.09 0.12
Net realized and
unrealized gain (loss)
on investments 5.36 (0.74) 3.00 1.95 0.30
---------------------------------------------------------------------------------------------------------------------------
Total from investment
operations 5.33 (0.65) 3.10 2.04 0.42
---------------------------------------------------------------------------------------------------------------------------
Less distributions:
From net investment
income (0.04) (0.08) (0.09) (0.11) (0.08)
From capital gains (1.44) (1.15) (1.78) (0.26) (0.60)
---------------------------------------------------------------------------------------------------------------------------
Total distributions (1.48) (1.23) (1.87) (0.37) (0.68)
---------------------------------------------------------------------------------------------------------------------------
Net asset value,
end of period $13.82 $9.97 $11.85 $10.62 $8.95
CLASS Y RATIOS/SUPPLEMENTAL DATA
Total return 55.24% -5.06% 34.71% 23.45% 5.44%
Net assets, end of
period (in millions) $18 $9 $9 $7 $5
Ratio of expenses
to average net
assets 1.11%(2) 0.99% 0.97% 1.04% 0.98%(2)
Ratio of net
investment income (loss)
to average net assets -0.52%(2) 0.85% 0.93% 1.02% 2.60%(2)
Portfolio turnover rate 50.93% 149.45% 114.34% 109.71% 58.64%(2)
===========================================================================================================================
</TABLE>
(1)COMMENCEMENT OF OPERATIONS.
(2)ANNUALIZED.
76
<PAGE>
[GRAPHIC]
--------------------------------------------------------------------------------
NEW CONCEPTS 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 March 31, 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 MARCH 31,
--------------------------------------------------------------
2000 1999 1998 1997 1996
<S> <C> <C> <C> <C> <C>
CLASS A PER-SHARE DATA
Net asset value,
beginning of period $9.52 $9.24 $6.80 $7.73 $6.13
----------------------------------------------------------------------------------------------------
Income from investment
operations:
Net investment
income (loss) (0.09) (0.00) 0.01 0.03 0.02
Net realized and
unrealized gain
(loss) on investments 6.96 1.54 3.29 (0.64) 1.81
----------------------------------------------------------------------------------------------------
Total from investment
operations 6.87 1.54 3.30 (0.61) 1.83
----------------------------------------------------------------------------------------------------
Less distributions:
From net investment
income (0.00) (0.01) (0.01) (0.03) (0.02)
From capital gains (1.32) (1.25) (0.85) (0.29) (0.21)
----------------------------------------------------------------------------------------------------
Total distributions (1.32) (1.26) (0.86) (0.32) (0.23)
----------------------------------------------------------------------------------------------------
Net asset value,
end of period $15.07 $9.52 $9.24 $6.80 $7.73
CLASS A RATIOS/SUPPLEMENTAL DATA
Total return(2) 74.61% 17.83% 51.44% -8.38% 30.18%
Net assets, end
of period (in millions) $1,984 $972 $779 $501 $492
Ratio of expenses to
average net assets 1.32% 1.29% 1.25% 1.27% 1.19%
Ratio of net investment
income (loss) to average
net assets -0.66% -0.04% 0.06% 0.39% 0.29%
Portfolio turnover rate 127.31% 48.95% 38.51% 38.82% 27.75%
====================================================================================================
</TABLE>
(1)ON JULY 18, 1995, FUND SHARES OUTSTANDING WERE DESIGNATED CLASS A SHARES.
PER-SHARE AMOUNTS HAVE BEEN ADJUSTED RETROACTIVELY TO REFLECT THE 100% STOCK
DIVIDEND EFFECTED JUNE 26, 1998.
(2)TOTAL RETURN CALCULATED WITHOUT TAKING INTO ACCOUNT THE SALES LOAD DEDUCTED
ON AN INITIAL PURCHASE.
77
<PAGE>
--------------------------------------------------------------------------------
NEW CONCEPTS FUND
For a Class B share outstanding throughout the period:
<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
10/4/99(1) TO
3/31/00
<S> <C>
CLASS B PER-SHARE DATA
Net asset value, beginning of period $10.69
--------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income 0.01
Net realized and unrealized gain on investments 5.60
--------------------------------------------------------------------------------------------------
Total from investment operations 5.61
Less distributions:
From net investment income (0.00)
From capital gains (1.32)
--------------------------------------------------------------------------------------------------
Total distributions (1.32)
--------------------------------------------------------------------------------------------------
Net asset value, end of period $14.98
CLASS B RATIOS/SUPPLEMENTAL DATA
Total return 54.60%
Net assets, end of period (in millions) $28
Ratio of expenses to average net assets 2.40%(2)
Ratio of net investment loss to average net assets -1.73%(2)
Portfolio turnover rate 127.31%(2)
==================================================================================================
</TABLE>
(1)COMMENCEMENT OF OPERATIONS.
(2)ANNUALIZED.
78
<PAGE>
--------------------------------------------------------------------------------
NEW CONCEPTS FUND
For a Class C share outstanding throughout the period:
<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
10/4/99(1) TO
3/31/00
<S> <C>
CLASS C PER-SHARE DATA
Net asset value, beginning of period $10.69
--------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income 0.02
Net realized and unrealized gain on investments 5.60
--------------------------------------------------------------------------------------------------
Total from investment operations 5.62
--------------------------------------------------------------------------------------------------
Less distributions:
From net investment income (0.00)
From capital gains (1.32)
--------------------------------------------------------------------------------------------------
Total distributions (1.32)
--------------------------------------------------------------------------------------------------
Net asset value, end of period $14.99
CLASS C RATIOS/SUPPLEMENTAL DATA
Total return 54.71%
Net assets, end of period (in millions) $5
Ratio of expenses to average net assets 2.30%(2)
Ratio of net investment loss to average net assets -1.62%(2)
Portfolio turnover rate 127.31%(2)
==================================================================================================
</TABLE>
(1)COMMENCEMENT OF OPERATIONS.
(2)ANNUALIZED.
79
<PAGE>
--------------------------------------------------------------------------------
NEW CONCEPTS FUND
For a Class Y share outstanding throughout each period(1):
<TABLE>
<CAPTION>
FOR THE
FOR THE FISCAL YEAR ENDED MARCH 31, PERIOD FROM
------------------------------------------ 9/6/95(2) TO
2000 1999 1998 1997 3/31/96
<S> <C> <C> <C> <C> <C>
CLASS Y PER-SHARE DATA
Net asset value,
beginning of period $9.53 $9.25 $6.80 $7.74 $7.57
--------------------------------------------------------------------------------------------------------
Income from investment
operations:
Net investment income (loss) (0.05) 0.03 0.03 0.05 0.02
Net realized and
unrealized gain
(loss) on investments 6.98 1.54 3.30 (0.65) 0.38
--------------------------------------------------------------------------------------------------------
Total from investment
operations 6.93 1.57 3.33 (0.60) 0.40
--------------------------------------------------------------------------------------------------------
Less distributions:
From net investment
income (0.00) (0.04) (0.03) (0.05) (0.02)
From capital gains (1.32) (1.25) (0.85) (0.29) (0.21)
--------------------------------------------------------------------------------------------------------
Total distributions (1.32) (1.29) (0.88) (0.34) (0.23)
--------------------------------------------------------------------------------------------------------
Net asset value,
end of period $15.14 $9.53 $9.25 $6.80 $7.74
CLASS Y RATIOS/SUPPLEMENTAL DATA
Total return 75.17% 18.29% 51.83% -8.12% 5.44%
Net assets, end of
period (in millions) $22 $12 $11 $8 $7
Ratio of expenses
to average net
assets 1.02% 0.95% 0.96% 0.97% 0.96%(3)
Ratio of net
investment income (loss)
to average net
assets -0.36% 0.29% 0.35% 0.69% 0.54%(3)
Portfolio turnover rate 127.31% 48.95% 38.51% 38.82% 27.75%(3)
========================================================================================================
</TABLE>
(1)PER-SHARE AMOUNTS HAVE BEEN ADJUSTED RETROACTIVELY TO REFLECT THE 100%
STOCK DIVIDEND EFFECTED JUNE 26, 1998.
(2)COMMENCEMENT OF OPERATIONS.
(3)ANNUALIZED.
80
<PAGE>
[GRAPHIC]
--------------------------------------------------------------------------------
SCIENCE AND TECHNOLOGY 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 December 31, 1999, 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 DECEMBER 31,
----------------------------------------------
1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
CLASS A PER-SHARE DATA
Net asset value,
beginning of period $9.91 $6.71 $7.78 $7.63 $5.07
-------------------------------------------------------------------------------------
Income from investment
operations:
Net investment loss (0.09) (0.03) (0.01) (0.02) (0.00)
Net realized and
unrealized gain
on investments 10.12 3.93 0.46 0.66 2.80
-------------------------------------------------------------------------------------
Total from investment
operations 10.03 3.90 0.45 0.64 2.80
-------------------------------------------------------------------------------------
Less distributions from
capital gains (1.51) (0.70) (1.52) (0.49) (0.24)
-------------------------------------------------------------------------------------
Net asset value,
end of period $18.43 $9.91 $6.71 $7.78 $7.63
CLASS A RATIOS/SUPPLEMENTAL DATA
Total return(2) 102.93% 59.31% 7.22% 8.35% 55.37%
Net assets, end of
period (in millions) $3,744 $1,668 $1,063 $981 $821
Ratio of expenses to
average net assets 1.16% 1.05% 1.02% 0.98% 0.93%
Ratio of net investment
loss to average
net assets -0.79% -0.37% -0.18% -0.33% -0.07%
Portfolio turnover rate 40.35% 55.70% 87.68% 33.90% 32.89%
======================================================================================
</TABLE>
(1) ON JUNE 17, 1995, FUND SHARES OUTSTANDING WERE DESIGNATED CLASS A SHARES.
PER-SHARE AMOUNTS HAVE BEEN ADJUSTED RETROACTIVELY TO REFLECT THE 200% STOCK
DIVIDEND EFFECTED JUNE 26, 1998.
(2) TOTAL RETURN CALCULATED WITHOUT TAKING INTO ACCOUNT THE SALES LOAD DEDUCTED
ON AN INITIAL PURCHASE.
81
<PAGE>
--------------------------------------------------------------------------------
SCIENCE AND TECHNOLOGY FUND
For a Class B share outstanding throughout the period:
<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
10/4/99(1) TO
12/31/99
<S> <C>
CLASS B PER-SHARE DATA
Net asset value, beginning of period $12.64
--------------------------------------------------------------------------------
Income from investment operations:
Net investment loss (0.04)
Net realized and unrealized gain on investments 7.28
--------------------------------------------------------------------------------
Total from investment operations 7.24
--------------------------------------------------------------------------------
Less distributions from capital gains (1.51)
--------------------------------------------------------------------------------
Net asset value, end of period $18.37
CLASS B RATIOS/SUPPLEMENTAL DATA
Total return 58.62%
Net assets, end of period (in millions) $17
Ratio of expenses to average net assets 2.64%(2)
Ratio of net investment loss to average net assets -2.35%(2)
Portfolio turnover rate 40.35%(2)
================================================================================
</TABLE>
(1) COMMENCEMENT OF OPERATIONS.
(2) ANNUALIZED.
82
<PAGE>
-------------------------------------------------------------------------------
SCIENCE AND TECHNOLOGY FUND
For a Class C share outstanding throughout the period:
<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
10/4/99(1) TO
12/31/99
<S> <C>
CLASS C PER-SHARE DATA
Net asset value, beginning of period $12.64
--------------------------------------------------------------------------------
Income from investment operations:
Net investment loss (0.04)
Net realized and unrealized gain on investments 7.29
--------------------------------------------------------------------------------
Total from investment operations 7.25
--------------------------------------------------------------------------------
Less distributions from capital gains (1.51)
--------------------------------------------------------------------------------
Net asset value, end of period $18.38
CLASS C RATIOS/SUPPLEMENTAL DATA
Total return 58.70%
Net assets, end of period (in millions) $3
Ratio of expenses to average net assets 2.42%(2)
Ratio of net investment loss to average net assets -2.19%(2)
Portfolio turnover rate 40.35%(2)
================================================================================
</TABLE>
(1) COMMENCEMENT OF OPERATIONS.
(2) ANNUALIZED.
83
<PAGE>
--------------------------------------------------------------------------------
SCIENCE AND TECHNOLOGY FUND
For a Class Y share outstanding throughout each period(1):
<TABLE>
<CAPTION>
FOR THE FISCAL YEAR FOR THE
ENDED DECEMBER 31, PERIOD FROM
----------------------- 2/27/96(2) TO
1999 1998 1997 12/31/96
<S> <C> <C> <C> <C>
CLASS Y PER-SHARE DATA
Net asset value, beginning of period $9.98 $6.74 $7.79 $8.02
----------------------------------------------------------------------------------
Income from investment
operations:
Net investment
loss (0.04) (0.01) (0.00) (0.01)
Net realized and
unrealized gain
on investments 10.22 3.95 0.47 0.27
----------------------------------------------------------------------------------
Total from investment
operations 10.18 3.94 0.47 0.26
----------------------------------------------------------------------------------
Less distributions from
capital gains (1.51) (0.70) (1.52) (0.49)
----------------------------------------------------------------------------------
Net asset value,
end of period $18.65 $9.98 $6.74 $7.79
CLASS Y RATIOS/SUPPLEMENTAL DATA
Total return 103.72% 59.71% 7.43% 3.25%
Net assets, end of
period (in millions) $31 $6 $4 $3
Ratio of expenses to
average net assets 0.95% 0.79% 0.85% 0.80%(3)
Ratio of net investment
loss to average
net assets -0.59% -0.12% -0.01% -0.12%(3)
Portfolio turnover rate 40.35% 55.70% 87.68% 33.90%(3)
==================================================================================
</TABLE>
(1) PER-SHARE AMOUNTS HAVE BEEN ADJUSTED RETROACTIVELY TO REFLECT THE 200% STOCK
DIVIDEND EFFECTED JUNE 26, 1998.
(2) COMMENCEMENT OF OPERATIONS.
(3) ANNUALIZED.
84
<PAGE>
[GRAPHIC]
--------------------------------------------------------------------------------
SMALL CAP FUND
This information has been audited by Deloitte & Touche LLP, whose independent
auditors' report, along with the Fund's financial statements for the period
ended December 31, 1999, is included in the Fund's SAI, which is available upon
request.
For a Class A share outstanding throughout the period:
<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
10/4/99(1) TO
12/31/99
<S> <C>
CLASS A PER-SHARE DATA
Net asset value, beginning of period $10.00
--------------------------------------------------------------------------------
Income from investment operations:
Net investment income 0.03
Net realized and unrealized gain on investments 2.32
--------------------------------------------------------------------------------
Total from investment operations 2.35
--------------------------------------------------------------------------------
Less distributions:
From net investment income (0.03)
From capital gains (0.00)(2)
--------------------------------------------------------------------------------
Total distributions (0.03)
--------------------------------------------------------------------------------
Net asset value, end of period $12.32
CLASS A RATIOS/SUPPLEMENTAL DATA
Total return(3) 23.53%
Net assets, end of period (in millions) $86
Ratio of expenses to average net assets 1.84%(4)
Ratio of net investment income to average net assets 1.76%(4)
Portfolio turnover rate 21.65%
================================================================================
</TABLE>
(1) COMMENCEMENT OF OPERATIONS.
(2) A CAPITAL GAIN OF $0.0033 WAS PAID TO SHAREHOLDERS DURING THIS PERIOD.
(3) TOTAL RETURN CALCULATED WITHOUT TAKING INTO ACCOUNT THE SALES LOAD DEDUCTED
ON AN INITIAL PURCHASE.
(4) ANNUALIZED.
85
<PAGE>
--------------------------------------------------------------------------------
SMALL CAP FUND
For a Class B share outstanding throughout the period:
<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
10/4/99(1) TO
12/31/99
<S> <C>
CLASS B PER-SHARE DATA
Net asset value, beginning of period $10.00
--------------------------------------------------------------------------------
Income from investment operations:
Net investment income 0.01
Net realized and unrealized gain on investments 2.31
--------------------------------------------------------------------------------
Total from investment operations 2.32
--------------------------------------------------------------------------------
Less distributions:
From net investment income (0.02)
From capital gains (0.00)(2)
--------------------------------------------------------------------------------
Total distributions (0.02)
--------------------------------------------------------------------------------
Net asset value, end of period $12.30
CLASS B RATIOS/SUPPLEMENTAL DATA
Total return 23.23%
Net assets, end of period (in millions) $7
Ratio of expenses to average net assets 3.36%(3)
Ratio of net investment income to average net assets 0.22%(3)
Portfolio turnover rate 21.65%
================================================================================
</TABLE>
(1) COMMENCEMENT OF OPERATIONS.
(2) A CAPITAL GAIN OF $0.0033 WAS PAID TO SHAREHOLDERS DURING THIS PERIOD.
(3) ANNUALIZED.
86
<PAGE>
--------------------------------------------------------------------------------
SMALL CAP FUND
For a Class C share outstanding throughout the period:
<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
10/4/99(1) TO
12/31/99
<S> <C>
CLASS C PER-SHARE DATA
Net asset value, beginning of period $10.00
--------------------------------------------------------------------------------
Income from investment operations:
Net investment income 0.01
Net realized and unrealized gain on investments 2.32
--------------------------------------------------------------------------------
Total from investment operations 2.33
--------------------------------------------------------------------------------
Less distributions:
From net investment income (0.02)
From capital gains (0.00)(2)
--------------------------------------------------------------------------------
Total distributions (0.02)
--------------------------------------------------------------------------------
Net asset value, end of period $12.31
CLASS C RATIOS/SUPPLEMENTAL DATA
Total return 23.32%
Net assets, end of period (in millions) $2
Ratio of expenses to average net assets 2.89%(3)
Ratio of net investment income to average net assets 0.69%(3)
Portfolio turnover rate 21.65%
================================================================================
</TABLE>
(1) COMMENCEMENT OF OPERATIONS.
(2) A CAPITAL GAIN OF $0.0033 WAS PAID TO SHAREHOLDERS DURING THIS PERIOD.
(3) ANNUALIZED.
87
<PAGE>
-------------------------------------------------------------------------------
SMALL CAP FUND
For a Class Y share outstanding throughout the period:
<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
10/4/99(1) TO
12/31/99
<S> <C>
CLASS Y PER-SHARE DATA
Net asset value, beginning of period $10.00
--------------------------------------------------------------------------------
Income from investment operations:
Net investment income 0.05
Net realized and unrealized gain on investments 2.32
--------------------------------------------------------------------------------
Total from investment operations 2.37
--------------------------------------------------------------------------------
Less distributions:
From net investment income (0.05)
From capital gains (0.00)(2)
--------------------------------------------------------------------------------
Total distributions (0.05)
--------------------------------------------------------------------------------
Net asset value, end of period $12.32
CLASS Y RATIOS/SUPPLEMENTAL DATA
Total return 23.74%
Net assets, end of period (in millions) $3
Ratio of expenses to average net assets 1.37%(3)
Ratio of net investment income to average net assets 2.23%(3)
Portfolio turnover rate 21.65%
================================================================================
</TABLE>
(1)COMMENCEMENT OF OPERATIONS.
(2)A CAPITAL GAIN OF $0.0033 WAS PAID TO SHAREHOLDERS DURING THIS PERIOD.
(3)ANNUALIZED.
88
<PAGE>
[GRAPHIC]
--------------------------------------------------------------------------------
VANGUARD FUND
This information has been audited by Deloitte & Touche LLP, whose independent
auditors' reports, along with the Fund's financial statements for the fiscal
year ended September 30, 1999, and the six months ended March 31, 2000 are
included in the Fund's SAI, which is available upon request.
<TABLE>
<CAPTION>
For a Class A share outstanding throughout each period(1):
FOR THE SIX FOR THE FISCAL YEAR ENDED SEPTEMBER 30,
MONTHS ENDED --------------------------------------------------
3/31/00 1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C> <C>
CLASS A PER-SHARE DATA
Net asset value,
beginning of period $10.11 $7.50 $9.11 $8.77 $8.97 $7.73
-------------------------------------------------------------------------------------------------
Income from investment
operations:
Net investment
income (loss) (0.04) (0.02) 0.01 0.07 0.03 0.07
Net realized and
unrealized gain
on investments 5.35 2.75 0.19 1.69 0.26 1.82
-------------------------------------------------------------------------------------------------
Total from investment
operations 5.31 2.73 0.20 1.76 0.29 1.89
-------------------------------------------------------------------------------------------------
Less distributions:
From net investment
income (0.00) (0.01) (0.04) (0.06) (0.04) (0.03)
From capital gains (0.87) (0.11) (1.77) (1.36) (0.45) (0.62)
-------------------------------------------------------------------------------------------------
Total distributions (0.87) (0.12) (1.81) (1.42) (0.49) (0.65)
-------------------------------------------------------------------------------------------------
Net asset value,
end of period $14.55 $10.11 $7.50 $9.11 $8.77 $8.97
CLASS A RATIOS/SUPPLEMENTAL DATA
Total return(2) 54.95% 36.74% 3.76% 23.60% 3.59% 26.82%
Net assets, end of
period (in millions) $3,013 $1,924 $1,426 $1,478 $1,291 $1,285
Ratio of expenses
to average net assets 1.06%(3) 1.13% 1.10% 1.09% 1.09% 1.05%
Ratio of net
investment income
(loss) to average
net assets -0.66%(3) -0.22% 0.13% 0.86% 0.36% 0.87%
Portfolio turnover rate 29.04% 83.67% 90.51% 139.14% 57.10% 30.01%
=================================================================================================
</TABLE>
(1)ON AUGUST 15, 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.
89
<PAGE>
--------------------------------------------------------------------------------
VANGUARD FUND
For a Class B share outstanding throughout the period:
<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
10/4/99(1) TO
3/31/00
<S> <C>
CLASS B PER-SHARE DATA
Net asset value, beginning of period $10.43
--------------------------------------------------------------------------------
Income from investment operations:
Net investment loss (0.05)
Net realized and unrealized gain on investments 4.96
--------------------------------------------------------------------------------
Total from investment operations 4.91
--------------------------------------------------------------------------------
Less distributions:
From net investment income (0.00)
From capital gains (0.87)
--------------------------------------------------------------------------------
Total distributions (0.87)
--------------------------------------------------------------------------------
Net asset value, end of period $14.47
CLASS B RATIOS/SUPPLEMENTAL DATA
Total return 49.39%
Net assets, end of period (in millions) $19
Ratio of expenses to average net assets 2.18%(2)
Ratio of net investment loss to average net assets -1.78%(2)
Portfolio turnover rate 29.04%(3)
================================================================================
</TABLE>
(1)COMMENCEMENT OF OPERATIONS.
(2)ANNUALIZED.
(3)FOR THE SIX MONTHS ENDED MARCH 31, 2000.
90
<PAGE>
--------------------------------------------------------------------------------
VANGUARD FUND
For a Class C share outstanding throughout the period:
<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
10/4/99(1) TO
3/31/00
<S> <C>
CLASS C PER-SHARE DATA
Net asset value, beginning of period $10.43
--------------------------------------------------------------------------------
Income from investment operations:
Net investment loss (0.05)
Net realized and unrealized gain on investments 4.96
--------------------------------------------------------------------------------
Total from investment operations 4.91
--------------------------------------------------------------------------------
Less distributions:
From net investment income (0.00)
From capital gains (0.87)
--------------------------------------------------------------------------------
Total distributions (0.87)
--------------------------------------------------------------------------------
Net asset value, end of period $14.47
CLASS C RATIOS/SUPPLEMENTAL DATA
Total return 49.39%
Net assets, end of period (in millions) $3
Ratio of expenses to average net assets 2.17%(2)
Ratio of net investment loss to average net assets -1.76%(2)
Portfolio turnover rate 29.04%(3)
================================================================================
</TABLE>
(1)COMMENCEMENT OF OPERATIONS.
(2)ANNUALIZED.
(3)FOR THE SIX MONTHS ENDED MARCH 31, 2000.
91
<PAGE>
-------------------------------------------------------------------------------
VANGUARD FUND
For a Class Y share outstanding throughout each period:
<TABLE>
<CAPTION>
FOR THE
FOR THE SIX FOR THE FISCAL YEAR ENDED SEPTEMBER 30, PERIOD FROM
MONTHS ENDED --------------------------------------- 9/8/95(1) TO
3/31/00 1999 1998 1997 1996 9/30/95
<S> <C> <C> <C> <C> <C> <C>
CLASS Y PER-SHARE DATA
Net asset value,
beginning of period $10.13 $7.52 $9.12 $8.78 $8.97 $9.05
--------------------------------------------------------------------------------------------------------
Income from investment
operations:
Net investment
income (loss) (0.03) (0.00) 0.03 0.09 0.07 0.00
Net realized and
unrealized gain
(loss) on investments 5.37 2.75 0.19 1.69 0.24 (0.08)
--------------------------------------------------------------------------------------------------------
Total from investment
operations 5.34 2.75 0.22 1.78 0.31 (0.08)
--------------------------------------------------------------------------------------------------------
Less distributions:
From net investment
income (0.00) (0.03) (0.05) (0.08) (0.05) (0.00)
From capital gains (0.87) (0.11) (1.77) (1.36) (0.45) (0.00)
--------------------------------------------------------------------------------------------------------
Total distributions (0.87) (0.14) (1.82) (1.44) (0.50) (0.00)
--------------------------------------------------------------------------------------------------------
Net asset value,
end of period $14.60 $10.13 $7.52 $9.12 $8.78 $8.97
CLASS Y RATIOS/SUPPLEMENTAL DATA
Total return 55.14% 36.94% 4.02% 23.87% 3.80% -0.88%
Net assets, end of
period (in millions) $20 $12 $5 $5 $4 $2
Ratio of expenses
to average
net assets 0.82%(2) 0.90% 0.91% 0.90% 0.91% 0.00%
Ratio of net investment
income (loss) to average
net assets -0.42%(2) -0.02% 0.33% 1.05% 0.69% 0.00%
Portfolio turnover rate 29.04% 83.67% 90.51% 139.14% 57.10% 30.01%(2)
===========================================================================================================================
</TABLE>
(1)COMMENCEMENT OF OPERATIONS.
(2)ANNUALIZED.
92
<PAGE>
This space is intended for your notes and calculations.
93
<PAGE>
This space is intended for your notes and calculations.
94
<PAGE>
[GRAPHIC]
--------------------------------------------------------------------------------
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
6300 Lamar Avenue
P.O. Box 29217
Shawnee Mission, Kansas
66201-9217
913-236-2000
888-WADDELL
ACCOUNTING SERVICES AGENT
Waddell & Reed
Services Company
6300 Lamar Avenue
P.O. Box 29217
Shawnee Mission, Kansas
66201-9217
913-236-2000
888-WADDELL
95
<PAGE>
[GRAPHIC]
--------------------------------------------------------------------------------
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 each Fund (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. Accumulative Fund: 811-2552
Waddell & Reed Advisors International Growth Fund, Inc.: 811-2004
Waddell & Reed Advisors New Concepts Fund, Inc.: 811-3695
Waddell & Reed Advisors Funds, Inc. Science and Technology Fund: 811-2552
Waddell & Reed Advisors Small Cap Fund, Inc.: 811-09435
Waddell & Reed Advisors Vanguard Fund, Inc.: 811-1806
<TABLE>
<S><C>
[LOGO] WADDELL & REED Waddell & Reed, Inc.
FINANCIAL SERVICES-Registered Trademark- 6300 Lamar Avenue, P. O. Box 29217
------------------------- Shawnee Mission, Kansas 66201-9217
INVESTING. WITH A PLAN-SM- 913-236-2000
888-WADDELL
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WADDELL & REED ADVISORS NEW CONCEPTS FUND, INC.
6300 Lamar Avenue
P. O. Box 29217
Shawnee Mission, Kansas 66201-9217
913-236-2000
888-WADDELL
June 30, 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 the Waddell & Reed Advisors New Concepts Fund, Inc. (the "Fund"), formerly,
United New Concepts Fund, Inc., dated June 30, 2000, which may be obtained from
the Fund or its underwriter, Waddell & Reed, Inc., at the address or telephone
number shown above.
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TABLE OF CONTENTS
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Performance Information ....................................... 2
Investment Strategies, Policies and Practices.................. 4
Investment Management and Other Services ...................... 37
Purchase, Redemption and Pricing of Shares .................... 43
Directors and Officers ........................................ 59
Payments to Shareholders ...................................... 65
Taxes ......................................................... 66
Portfolio Transactions and Brokerage .......................... 71
Other Information ............................................. 73
Appendix A..................................................... 75
Financial Statements .......................................... 82
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Waddell & Reed Advisors New Concepts 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 3, 1983.
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, from deducting
the maximum sales load of 5.75%. All dividends and distributions are assumed to
be reinvested in shares of the applicable class at net asset value 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 March
31, 2000, which is the most recent balance sheet included in this SAI, for the
periods shown were as follows:
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With Without
Sales Load Sales Load
Deducted Deducted
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One year period from April 1, 1999 to
March 31, 2000: 64.57% 74.61%
Five year period from April 1, 1995 to
March 31, 2000: 28.49% 30.02%
Ten year period from April 1, 1990 to
March 31, 2000: 24.90% 25.65%
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Prior to July 18, 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 March 31, 2000, which is the most recent
balance sheet included in this SAI, for the period since class inception on
October 4, 1999 to March 31, 2000 was 49.60%.
The cumulative total return quotation for Class B shares without the
maximum deferred sales charge deducted as of March 31, 2000, which is the most
recent balance sheet included in this SAI, for the period since class inception
on October 4, 1999 to March 31, 2000 was 54.60%.
The cumulative total return quotation for Class C shares with the maximum
deferred sales charge deducted as of March 31, 2000, which is the most recent
balance sheet included in this SAI, for the period since class inception on
October 4, 1999 to March 31, 2000 was 53.71%.
The cumulative total return quotation for Class C shares without the
maximum deferred sales charge deducted as of March 31, 2000, which is the most
recent balance sheet included in this SAI, for the period since class inception
on October 4, 1999 to March 31, 2000 was 54.71%.
The average annual total return quotations for Class Y shares as of March
31, 2000, which is the most recent balance sheet included in this SAI, for the
periods shown were as follows:
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One year period from April 1, 1999 to
March 31, 2000 75.17%
Period from September 6, 1995* to
March 31, 2000: 27.62%
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*Date of inception.
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.
PERFORMANCE RANKINGS AND OTHER INFORMATION
Waddell & Reed, Inc. or the Fund also may, from time to time, publish in
advertisements and sales material performance rankings as published by
recognized independent mutual fund statistical services such as Lipper
Analytical Services, Inc., or by publications of general interest such as
FORBES, MONEY, THE WALL STREET JOURNAL, BUSINESS WEEK, BARRON'S, FORTUNE or
MORNINGSTAR MUTUAL FUND VALUES. Each class of the Fund may also compare its
performance to that of other selected mutual funds or selected 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,
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Waddell & Reed Investment Management Company ("WRIMCO"), may employ and the
types of instruments in which the Fund may invest, in pursuit of the Fund's
goal. A summary of the risks associated with these instrument types and
investment practices is included as well.
WRIMCO might not buy all of these instruments or use all of these
techniques, or use them to the full extent permitted by the Fund's investment
policies and restrictions. WRIMCO buys an instrument or uses a technique only if
it believes that doing so will help the Fund achieve its goal. See "Investment
Restrictions and Limitations" for a listing of the fundamental and
non-fundamental (e.g., operating) investment restrictions and policies of the
Fund.
SECURITIES - GENERAL
The Fund may invest in securities including common stock, preferred stock,
debt securities and convertible securities. Although common stocks and other
equity securities have a history of long-term growth in value, their prices tend
to fluctuate in the short term, particularly those of smaller companies. The
Fund may invest in preferred stock rated in any rating category of the
established rating services or, if unrated, judged by WRIMCO to be of equivalent
quality. Debt securities have varying levels of sensitivity to changes in
interest rates and varying degrees of quality. As a general matter, however,
when interest rates rise, the values of fixed-rate securities fall and,
conversely, when interest rates fall, the values of fixed-rate debt securities
rise. Similarly, long-term bonds are generally more sensitive to interest rate
changes than shorter-term bonds.
Lower quality debt securities (commonly called "junk bonds") are considered
to be speculative and involve greater risk of default or price changes due to
changes in the issuer's creditworthiness. The market prices of these securities
may fluctuate more than high-quality securities and may decline significantly in
periods of general economic difficulty. The market for lower-rated debt
securities may be thinner and less active than that for higher-rated debt
securities, which can adversely affect the prices at which the former are sold.
Adverse publicity and changing investor perceptions may decrease the values and
liquidity of lower-rated debt securities, especially in a thinly traded market.
Valuation becomes more difficult and judgment plays a greater role in valuing
lower-rated debt securities than with respect to securities for which more
external sources of quotations and last sale information are available. Since
the risk of default is higher for lower-rated debt securities, WRIMCO's research
and credit analysis are an especially important part of managing securities of
this type held by the Fund. WRIMCO continuously monitors the issuers of
lower-rated debt securities in the Fund's portfolio in an attempt to determine
if the issuers will have sufficient cash flow and
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profits to meet required principal and interest payments. The Fund may choose,
at its expense or in conjunction with others, to pursue litigation or otherwise
exercise its rights as a security holder to seek to protect the interests of
security holders if it determines this to be in the best interest of the Fund's
shareholders.
The Fund may invest in debt securities rated in any rating category of the
established rating services, including securities rated in the lowest category
(securities rated D by Standard & Poor's ("S&P") and C by Moody's Investors
Service ("MIS")). Debt securities rated D by S&P or C by MIS are in payment
default or are regarded as having extremely poor prospects of ever attaining any
real investment standing. Debt securities rated at least BBB by S&P or Baa by
MIS are considered to be investment grade debt securities. Securities rated BBB
or Baa may have speculative characteristics. In addition, the Fund will treat
unrated securities judged by WRIMCO to be of equivalent quality to a rated
security as having that rating.
While credit ratings are only one factor WRIMCO relies on in evaluating
high-yield debt securities, certain risks are associated with credit ratings.
Credit ratings evaluate the safety of principal and interest payments, not
market value risk. Credit ratings for individual securities may change from time
to time, and the Fund may retain a portfolio security whose rating has been
changed.
The Fund may purchase debt securities whose principal amount at maturity is
dependent upon the performance of a specified equity security. The issuer of
such debt securities, typically an investment banking firm, is unaffiliated with
the issuer of the equity security to whose performance the debt security is
linked. Equity-linked debt securities differ from ordinary debt securities in
that the principal amount received at maturity is not fixed, but is based on the
price of the linked equity security at the time the debt security matures. The
performance of equity-linked debt securities depends primarily on the
performance of the linked equity security and may also be influenced by interest
rate changes. In addition, although the debt securities are typically adjusted
for diluting events such as stock splits, stock dividends and certain other
events affecting the market value of the linked equity security, the debt
securities are not adjusted for subsequent issuances of the linked equity
security for cash. Such an issuance could adversely affect the price of the debt
security. In addition to the equity risk relating to the linked equity security,
such debt securities are also subject to credit risk with regard to the issuer
of the debt security. In general, however, such debt securities are less
volatile than the equity securities to which they are linked.
The Fund may invest in convertible securities. A convertible security is a
bond, debenture, note, preferred stock
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or other security that may be converted into or exchanged for a prescribed
amount of common stock of the same or different issuer within a particular
period of time at a specified price or formula. Convertible securities generally
have higher yields than common stocks of the same or similar issuers, but lower
yields than comparable nonconvertible securities, are less subject to
fluctuation in value than the underlying stock because they have fixed income
characteristics, and provide the potential for capital appreciation if the
market price of the underlying common stock increases.
The value of a convertible security is influenced by changes in interest
rates, with investment value declining as interest rates increase and increasing
as interest rates decline. The credit standing of the issuer and other factors
also may have an effect on the convertible security's investment value.
The Fund may also invest in a type of convertible preferred stock that pays
a cumulative, fixed dividend that is senior to, and expected to be in excess of,
the dividends paid on the common stock of the issuer. At the mandatory
conversion date, the preferred stock is converted into not more than one share
of the issuer's common stock at the "call price" that was established at the
time the preferred stock was issued. If the price per share of the related
common stock on the mandatory conversion date is less than the call price, the
holder of the preferred stock will nonetheless receive only one share of common
stock for each share of preferred stock (plus cash in the amount of any accrued
but unpaid dividends). At any time prior to the mandatory conversion date, the
issuer may redeem the preferred stock upon issuing to the holder a number of
shares of common stock equal to the call price of the preferred stock in effect
on the date of redemption divided by the market value of the common stock, with
such market value typically determined one or two trading days prior to the date
notice of redemption is given. The issuer must also pay the holder of the
preferred stock cash in an amount equal to any accrued but unpaid dividends on
the preferred stock. This convertible preferred stock is subject to the same
market risk as the common stock of the issuer, except to the extent that such
risk is mitigated by the higher dividend paid on the preferred stock. The
opportunity for equity appreciation afforded by an investment in such
convertible preferred stock, however, is limited, because in the event the
market value of the issuer's common stock increases to or above the call price
of the preferred stock, the issuer may (and would be expected to) call the
preferred stock for redemption at the call price. This convertible preferred
stock is also subject to credit risk with regard to the ability of the issuer to
pay the dividend established upon issuance of the preferred stock. Generally,
convertible preferred stock is less volatile than the related common stock of
the issuer.
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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 principle 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 the 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.
U.S. Government securities may include mortgage-backed securities issued by
U.S. Government agencies or instrumentalities including, but not limited to,
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
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this section could be adversely affected by actions of the U.S. Government to
tighten the availability of its credit.
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.
ZERO COUPON SECURITIES
Zero coupon securities are debt obligations that do not entitle the holder
to any periodic payment of interest prior to maturity or that specify a future
date when the securities begin to pay current interest; instead, they are sold
at a deep discount from their face value and are redeemed at face value when
they mature. Because zero coupon securities do not pay current income, their
prices can be very volatile when interest rates change and generally are subject
to greater price fluctuations in response to changing interest rates than prices
of comparable maturities that make current distributions of interest in cash.
The Fund may invest in zero coupon securities that are "stripped" U.S.
Treasury notes and bonds, zero coupon bonds of corporate issuers and other
securities that are issued with original issue discount ("OID"). The Federal tax
law requires that a holder of a security with OID accrue a ratable portion of
the OID on the security as income each year, even though the holder may receive
no interest payment on the security during the year. Accordingly, although the
Fund will receive no payments on its zero coupon securities prior to their
maturity or disposition, it will have current income attributable to those
securities and includable in the dividends paid to its shareholders. Those
dividends will be paid from the Fund's cash assets or by liquidation of
portfolio securities, if necessary, at a time when the Fund otherwise might not
have done so.
A broker-dealer creates a DERIVATIVE ZERO by separating the interest and
principal components of a U.S. Treasury security and selling them as two
individual securities. CATS (Certificates of Accrual on Treasury Securities),
TIGRs (Treasury Investment Growth Receipts), and TRs (Treasury Receipts) are
examples of derivative zeros.
The Federal Reserve Bank creates STRIPS (Separate Trading of Registered
Interest and Principal of Securities) by separating the interest and principal
components of an outstanding U.S. Treasury bond and selling them as individual
securities. Bonds issued by the Resolution Funding Corporation (REFCORP) and the
Financing Corporation (FICO) can also be separated in this
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fashion. ORIGINAL ISSUE ZEROS are zero coupon securities originally issued by
the U.S. Government, a government agency, or a corporation in zero coupon form.
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.
The Fund may purchase mortgage-backed securities issued by both government
and non-government entities such as banks, mortgage lenders or other financial
institutions. Other types of mortgage-backed securities will likely be developed
in the future, and the Fund may invest in them if WRIMCO determines they are
consistent with the Fund's goal and investment policies.
STRIPPED MORTGAGE-BACKED SECURITIES. Stripped mortgage-backed securities
are created when a U.S. Government agency or a financial institution separates
the interest and principal components of a mortgage-backed security and sells
them as individual securities. The holder of the "principal-only" security
("PO") receives the principal payments made by the underlying mortgage-backed
security, while the holder of the "interest-only" security ("IO") receives
interest payments from the same underlying security.
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For example, interest-only ("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, principal-only ("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, unemployment, mortgagors' net equity in the mortgaged properties and
servicing decisions. Generally, however, prepayments on fixed-rate mortgage
loans will increase during a period of falling interest rates and decrease
during a period of rising interest rates. Similar factors apply to prepayments
on asset-backed securities, but the receivables underlying asset-backed
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securities generally are of a shorter maturity and thus are likely to experience
substantial prepayments. Such securities, however, often provide that for a
specified time period the issuers will replace receivables in the pool that are
repaid with comparable obligations. If the issuer is unable to do so, repayment
of principal on the asset-backed securities may commence at an earlier date.
The rate of interest on mortgage-backed securities is lower than the
interest rates paid on the mortgages included in the underlying pool due to the
annual fees paid to the servicer of the mortgage pool for passing through
monthly payments to certificateholders and to any guarantor, and due to any
yield retained by the issuer. Actual yield to the holder may vary from the
coupon rate, even if adjustable, if the mortgage-backed securities are purchased
or traded in the secondary market at a premium or discount. In addition, there
is normally some delay between the time the issuer receives mortgage payments
from the servicer and the time the issuer makes the payments on the
mortgage-backed securities, and this delay reduces the effective yield to the
holder of such securities.
Yields on pass-through securities are typically quoted by investment
dealers and vendors based on the maturity of the underlying instruments and the
associated average life assumption. The average life of pass-through pools
varies with the maturities of the underlying mortgage loans. A pool's term may
be shortened by unscheduled or early payments of principal on the underlying
mortgages. Because prepayment rates of individual pools vary widely, it is not
possible to predict accurately the average life of a particular pool. In the
past, a common industry practice has been to assume that prepayments on pools of
fixed-rate 30-year mortgages would result in a 12-year average life for the
pool. At present, mortgage pools, particularly those with loans with other
maturities or different characteristics, are priced on an assumption of average
life determined for each pool. In periods of declining interest rates, the rate
of prepayment tends to increase, thereby shortening the actual average life of a
pool of mortgage-related securities. Conversely, in periods of rising interest
rates, the rate of prepayment tends to decrease, thereby lengthening the actual
average life of the pool. Changes in the rate or "speed" of these payments can
cause the value of the mortgage backed securities to fluctuate rapidly. However,
these effects may not be present, or may differ in degree, if the mortgage loans
in the pools have adjustable interest rates or other special payment terms, such
as a prepayment charge. Actual prepayment experience may cause the yield of
mortgage-backed securities to differ from the assumed average life yield.
The market for privately issued mortgage-backed and asset-backed securities
is smaller and less liquid than the market for U.S. Government mortgage-backed
securities. CMO classes may be specifically structured in a manner that provides
any of a wide
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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.
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.
FOREIGN SECURITIES AND CURRENCIES
The Fund may purchase securities of foreign issuers only if not more than
10% of its total assets (including the foreign currency exchange contracts
described below) are invested in foreign securities and only if such securities
are (i) listed or admitted to trading on a domestic or foreign exchange or
quoted on an automated quotation system, (ii) represented by American Depositary
Receipts (dollar-denominated receipts issued against securities of foreign
issuers deposited or to be deposited with an American depository), or (iii)
issued or guaranteed by a foreign government (or any of its subdivisions,
agencies or instrumentalities).
WRIMCO believes that there are investment opportunities as well as risks in
investing in foreign securities. Individual foreign economies may differ
favorably or unfavorably from the U.S. economy or each other in such matters as
gross national product, rate of inflation, capital reinvestment, resource
self-sufficiency and balance of payments position. Individual foreign companies
may also differ favorably or unfavorably from domestic companies in the same
industry. Foreign currencies may be stronger or weaker than the U.S. dollar or
than each other. Thus, the value of securities denominated in or indexed to
foreign currencies, and of dividends and interest from such securities, can
change significantly when foreign currencies strengthen or weaken relative to
the U.S. dollar. WRIMCO believes that the Fund's ability to invest its assets
abroad might enable it to take advantage of these differences and strengths
where they are favorable.
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However, foreign securities and foreign currencies involve additional
significant risks, apart from the risks inherent in U.S. investments. Foreign
securities markets generally have less trading volume and less liquidity than
U.S. markets, and prices on some foreign markets can be highly volatile. Many
foreign countries lack uniform accounting and disclosure standards comparable to
those applicable to U.S. companies, and it may be more difficult to obtain
reliable information regarding an issuer's financial conditions and operations.
In addition, the costs of foreign investing, including withholding taxes,
brokerage commissions and custodial costs, are generally higher than for U.S.
investments.
Foreign markets may offer less protection to investors than U.S. markets.
Foreign issuers, brokers and securities markets may be subject to less
government supervision. Foreign security trading practices, including those
involving the release of assets in advance of payment, may involve increased
risks in the event of a failed trade or the insolvency of a broker-dealer, and
may involve substantial delays. It may also be difficult to enforce legal rights
in foreign countries.
Investing abroad also involves different political and economic risks.
Foreign investments may be affected by actions of foreign governments adverse to
the interests of U.S. investors, including the possibility of expropriation or
nationalization of assets, confiscatory taxation, restrictions on U.S.
investment or on the ability to repatriate assets or convert currency into U.S.
dollars, or other government intervention. There may be greater possibility of
default by foreign governments or government-sponsored enterprises. Investments
in foreign countries also involve a risk of local political, economic, or social
instability, military action or unrest, or adverse diplomatic developments.
These is no assurance that WRIMCO will be able to anticipate these potential
events or counter their effects.
The considerations noted above generally are intensified in developing
countries. A developing country is a nation that, in WRIMCO's opinion, is likely
to experience long-term gross domestic product growth above that expected to
occur in the United States, the United Kingdom, France, Germany, Italy, Japan
and Canada. Developing countries may have relatively unstable governments,
economies based on only a few industries and securities markets that trade a
small number of securities.
Certain foreign securities impose restrictions on transfer within the
United States or to U.S. persons. Although securities subject to transfer
restrictions may be marketable abroad, they may be less liquid than foreign
securities of the same class that are not subject to such restrictions.
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The Fund could also be adversely affected by the conversion of certain
European currencies into the euro. This conversion, which is underway, is
scheduled to be completed in 2002. However, problems with the conversion process
and delays could increase volatility in world capital markets and affect
European capital markets in particular.
The Fund may purchase and sell foreign currency and invest in foreign
currency deposits, and may enter into forward currency contracts, as described
in the Prospectus and this SAI. The Fund may incur a transaction charge in
connection with the exchange of currency. Currency conversion involves dealer
spreads and other costs, although commissions are not usually charged. See
"Options, Futures and Other Strategies - Forward Currency Contracts."
BORROWING
From time to time the Fund may increase its ownership of securities by
borrowing on an unsecured basis at fixed rates of interest and investing the
borrowed funds. Any such borrowing will be made only from banks and only to the
extent that the value of the Fund's assets, less its liabilities other than
borrowings, is equal to at least 300% of all borrowings including the proposed
borrowing. This 300% limit is contained in the Investment Company Act of 1940,
as amended (the "1940 Act"). If the value of the Fund's assets so computed
should fail to meet the 300% asset coverage requirement, it is required within
three days to reduce its bank debt to the extent necessary to meet that
requirement and may have to sell a portion of its investments at a time when
independent investment judgment would not dictate such sale.
Interest on money borrowed is an expense the Fund would not otherwise
incur, so that it may have little or no net investment income during periods of
substantial borrowings. Borrowing for investment increases both investment
opportunity and risk. Since substantially all of the Fund's assets fluctuate in
value, but borrowing obligations are fixed, the net asset value per share
correspondingly will tend to increase and decrease more when the portfolio
assets increase or decrease in value than would otherwise be the case. This
factor is known as "leverage."
WARRANTS AND RIGHTS
Warrants are options to purchase equity securities at specific prices valid
for a specific period of time. The prices do not necessarily move parallel to
the prices of the underlying securities. Rights are similar to warrants, but
normally have a short duration and are distributed directly by the issuer to its
shareholders. Rights and warrants have no voting rights, receive no dividends
and have no rights with respect to the assets of the issuer. Warrants and rights
are highly volatile and, therefore, more susceptible to sharp decline in value
than the underlying
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security might be. They are also generally less liquid than an investment in the
underlying shares.
LENDING SECURITIES
Securities loans may be made on a short-term or long-term basis for the
purpose of increasing the Fund's income. If the Fund lends securities, the
borrower pays the Fund an amount equal to the dividends or interest on the
securities that the Fund would have received if it had not lent the securities.
The Fund also receives additional compensation. Under the Fund's current
securities lending procedures, the Fund may lend securities only to
broker-dealers and financial institutions deemed creditworthy by WRIMCO.
Any securities loans that the Fund makes must be collateralized in
accordance with applicable regulatory requirements (the "Guidelines"). At the
time of each loan, the Fund must receive collateral equal to no less than 100%
of the market value of the securities loaned. Under the present Guidelines, the
collateral must consist of cash, 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
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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 (i) whom securities may be loaned; (ii) the investment of cash collateral; or
(iii) voting rights.
There may be risks of delay in receiving additional collateral from the
borrower if the market value of the securities loaned increases, as well as
risks of delay in recovering the securities loaned or even loss of rights in the
collateral should the borrower of the securities fail financially.
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
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on the delivery date and that amount is greater than the resale price of the
underlying securities and other collateral held by the Fund. In the event of
bankruptcy or other default by the seller, there may be possible delays or
expenses in liquidating the underlying securities or other collateral, decline
in their value and loss of interest. The return on such collateral may be more
or less than that from the repurchase agreement. The Fund's repurchase
agreements will be structured so as to fully collateralize the loans. 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.
INVESTMENT COMPANY SECURITIES
The Fund may purchase securities of closed-end investment companies. As a
shareholder in an investment company, the Fund would bear its pro rata share of
that investment company's expenses, which could result in duplication of certain
fees, including management and administrative fees.
INDEXED SECURITIES
The Fund may purchase securities the value of which varies in relation to
the value of other securities, securities indices, currencies, precious metals
or other commodities, or other financial indicators, 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, currency or other instrument to which they are indexed and may
also be influenced by interest rate changes in the United States and abroad. At
the same time, indexed securities are subject to the credit risks associated
with the issuer of the security and their values may decline substantially if
the issuer's creditworthiness deteriorates. Indexed securities may be more
volatile than the underlying investments.
Currency-indexed securities, for example, typically are short-term to
intermediate-term debt securities whose maturity values or interest rates are
determined by reference to the values of one or more specified foreign
currencies, and may offer higher yields than U.S. dollar-denominated securities
of equivalent issuers. Currency-indexed securities may be positively or
negatively indexed; that is, their maturity value may increase when the
specified currency value increases, resulting in a security that performs
similarly to a foreign-
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denominated instrument, or their maturity value may decline when foreign
currencies increase, resulting in a security whose price characteristics are
similar to a put on the underlying currency. Currency-indexed securities may
also have prices that depend on the values of a number of different foreign
currencies relative to each other.
Recent issuers of indexed securities have included banks, corporations, and
certain U.S. Government agencies. Certain indexed securities that are not traded
on an established market may be deemed illiquid.
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 obligated to
pay all or part of the registration expense and a considerable period may elapse
between the time it decides to seek registration and the time the Fund may be
permitted to sell a security under an effective registration statement. If,
during such a period, adverse market conditions were to develop, the Fund might
obtain a less favorable price than prevailed when it decided to seek
registration of the security.
There are risks associated with investment in restricted securities in that
there can be no assurance of a ready market for resale. Also, the contractual
restrictions on resale might prevent the Fund from reselling the securities at a
time when such sale would be desirable. Restricted securities in which the Fund
seeks to invest need not be listed or admitted to trading on a foreign or
domestic exchange and may be less liquid than listed securities. Certain
restricted securities, e.g., Rule 144A securities, may be determined to be
liquid in accordance with guidelines adopted by the Board of Directors. See
"Illiquid Investments."
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:
(i) repurchase agreements not terminable within seven days;
(ii) securities for which market quotations are not readily available;
(iii) restricted securities not determined to be liquid pursuant to
guidelines established by the Board of Directors;
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(iv) bank deposits, unless they are payable at principal plus accrued
interest on demand or within seven days after demand;
(v) securities involved in swap, cap, floor and collar transactions;
(vi) non-government stripped fixed-rate mortgage-backed securities; and
(vii) over-the-counter ("OTC") options and their underlying collateral.
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
was 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.
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 Fund's foreign currency exposure
as well as other 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. Since the Fund is authorized to invest in foreign
securities, it may purchase and sell foreign currency derivatives.
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.
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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 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 indices, 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 goal 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
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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, currency 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.
(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 indices 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
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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 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.
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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 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 or currency
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 or currency 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 or currency
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 or currency 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
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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. 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
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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 INDICES. Puts and calls on indices 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 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 INDICES. The risks of investment in options on indices
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
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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 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. The Fund will not enter into any such
transactions other than purchased options 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.
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 contract to American-style options, which are exercisable
at any time prior to the expiration date of the option.
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FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS. The purchase of futures
or call options on futures 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 indices.
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 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.
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,
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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 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.
RISK OF FUTURES CONTRACTS AND OPTIONS THEREON. The ordinary spreads between
prices in the cash and futures markets (including the options on futures
markets), due to the 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.
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INDEX FUTURES. The risk of imperfect correlation between movements in the
price of an index future 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 future 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 greater dollar amount than the dollar amount of the securities
being hedged if the historical volatility of the prices of such 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 indices upon 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.
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FOREIGN CURRENCY HEDGING STRATEGIES--SPECIAL CONSIDERATIONS. The Fund may
use options and futures contracts on foreign currencies (including the euro), as
described above, and forward currency contracts, as described below, to attempt
to hedge against movements in the values of the foreign currencies in which the
Fund's securities are denominated or to attempt to enhance income or yield.
Currency hedges can protect against price movements in a security that the Fund
owns or intends to acquire that are attributable to changes in the value of the
currency in which it is denominated. Such hedges do not, however, protect
against price movements in the securities that are attributable to other causes.
The Fund might seek to hedge against changes in the value of a particular
currency when no Financial Instruments on that currency are available or such
Financial Instruments are more expensive than certain other Financial
Instruments. In such cases, the Fund may seek to hedge against price movements
in that currency by entering into transactions using Financial Instruments on
another currency or a basket of currencies, the values of which WRIMCO believes
will have a high degree of positive correlation to the value of the currency
being hedged. The risk that movements in the price of the Financial Instrument
will not correlate perfectly with movements in the price of the currency subject
to the hedging transaction is magnified when this strategy is used.
The value of Financial Instruments on foreign currencies depends on the
value of the underlying currency relative to the U.S. dollar. Because foreign
currency transactions occurring in the interbank market might involve
substantially larger amounts than those involved in the use of such Financial
Instruments, the Fund could be disadvantaged by having to deal in the odd lot
market (generally consisting of transactions of less than $1 million) for the
underlying foreign currencies at prices that are less favorable than for round
lots.
There is no systematic reporting of last sale information for foreign
currencies or any regulatory requirement that quotations available through
dealers or other market sources be firm or revised on a timely basis. Quotation
information generally is representative of very large transactions in the
interbank market and thus might not reflect odd-lot transactions where rates
might be less favorable. The interbank market in foreign currencies is a global,
round-the-clock market. To the
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extent the U.S. options or futures markets are closed while the markets for the
underlying currencies remain open, significant price and rate movements might
take place in the underlying markets that cannot be reflected in the markets for
the Financial Instruments until they reopen.
Settlement of transactions involving foreign currencies might be required
to take place within the country issuing the underlying currency. Thus, the Fund
might be required to accept or make delivery of the underlying foreign currency
in accordance with any U.S. or foreign regulations regarding the maintenance of
foreign banking arrangements by U.S. residents and might be required to pay any
fees, taxes and charges associated with such delivery assessed in the issuing
country.
FORWARD CURRENCY CONTRACTS. The Fund may enter into forward currency
contracts to purchase or sell foreign currencies for a fixed amount of U.S.
dollars or another foreign currency. A forward currency contract involves an
obligation to purchase or sell a specific currency at a future date, which may
be any fixed number of days (term) from the date of the forward currency
contract agreed upon by the parties, at a price set at the time of the forward
currency contract. These forward currency contracts are traded directly between
currency traders (usually large commercial banks) and their customers.
Such transactions may serve as long hedges; for example, the Fund may
purchase a forward currency contract to lock in the U.S. dollar price of a
security denominated in a foreign currency that the Fund intends to acquire.
Forward currency contract transactions may also serve as short hedges; for
example, the Fund may sell a forward currency contract to lock in the U.S.
dollar equivalent of the proceeds from the anticipated sale of a security,
dividend or interest payment denominated in a foreign currency.
The Fund may also use forward currency contracts to hedge against a decline
in the value of existing investments denominated in foreign currency. For
example, if the Fund owned securities denominated in euros, it could enter into
a forward currency contract to sell euros in return for U.S. dollars to hedge
against possible declines in the euro's value. Such a hedge, sometimes referred
to as a "position hedge," would tend to offset both positive and negative
currency fluctuations, but would not offset changes in security values caused by
other factors. The Fund could also hedge the position by selling another
currency expected to perform similarly to the euro. This type of hedge,
sometimes referred to as a "proxy hedge," could offer advantages in terms of
cost, yield, or efficiency, but generally would not hedge currency exposure as
effectively as a simple hedge into U.S. dollars. Proxy hedges may result in
losses if the currency used to hedge does not perform similarly to the currency
in which the hedged securities are denominated.
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The Fund also may use forward currency contracts to attempt to enhance
income or yield. The Fund could use forward currency contracts to increase its
exposure to foreign currencies that WRIMCO believes might rise in value relative
to the U.S. dollar, or shift its exposure to foreign currency fluctuations from
one country to another. For example, if the Fund owned securities denominated in
a foreign currency and WRIMCO believed that currency would decline relative to
another currency, it might enter into a forward currency contract to sell an
appropriate amount of the first foreign currency, with payment to be made in the
second foreign currency.
The cost to the Fund of engaging in forward currency contracts varies with
factors such as the currency involved, the length of the contract period and the
market conditions then prevailing. Because forward currency contracts are
usually entered into on a principal basis, no fees or commissions are involved.
When the Fund enters into a forward currency contract, it relies on the
counterparty to make or take delivery of the underlying currency at the maturity
of the contract. Failure by the counterparty to do so would result in the loss
of any expected benefit of the transaction.
As is the case with futures contracts, purchasers and sellers of forward
currency contracts can enter into offsetting closing transactions, similar to
closing transactions on futures contracts, by selling or purchasing,
respectively, an instrument identical to the instrument purchased or sold.
Secondary markets generally do not exist for forward currency contracts, with
the result that closing transactions generally can be made for forward currency
contracts only by negotiating directly with the counterparty. Thus, there can be
no assurance that the Fund will in fact be able to close out a forward currency
contract at a favorable price prior to maturity. In addition, in the event of
insolvency of the counterparty, the Fund might be unable to close out a forward
currency contract at any time prior to maturity. In either event, the Fund would
continue to be subject to market risk with respect to the position, and would
continue to be required to maintain a position in securities denominated in the
foreign currency or to maintain cash or liquid assets in an account.
The precise matching of forward currency contract amounts and the value of
the securities involved generally will not be possible because the value of such
securities, measured in the foreign currency, will change after the forward
currency contract has been established. Thus, the Fund might need to purchase or
sell foreign currencies in the spot (cash) market to the extent such foreign
currencies are not covered by forward currency contracts. The projection of
short-term currency market movements is extremely difficult, and the successful
execution of a short-term hedging strategy is highly uncertain.
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Normally, consideration of the prospect for currency parities will be
incorporated into the longer term investment decisions made with regard to
overall diversification strategies. However, WRIMCO believes that it is
important to have the flexibility to enter into such forward currency contracts
when it determines that the best interests of the Fund will be served.
Successful use of forward currency contracts depends on WRIMCO's skill in
analyzing and predicting currency values. Forward currency contracts may
substantially change the Fund's exposure to changes in currency exchange rates
and could result in losses to the Fund if currencies do not perform as WRIMCO
anticipates. There is no assurance that WRIMCO's use of forward currency
contracts will be advantageous to the Fund or that WRIMCO will hedge at an
appropriate time.
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 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
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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 (in the United States or
abroad), foreign currency values, 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. For example, if the Fund agrees to exchange
payments in U.S. dollars for payments in foreign currency, the swap agreement
would tend to decrease the Fund's exposure to U.S. interest rates and increase
its exposure to foreign currency and interest rates. 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 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,
accordingly, will not treat them as being subject to the Fund's borrowing
restrictions. The Fund understands that the
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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.
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:
(i) Purchase or sell physical commodities; however, this policy shall not
prevent the Fund from purchasing and selling foreign currency, futures
contracts, options, forward contracts, swaps, caps, floors, collars
and other financial instruments;
(ii) Buy real estate nor any nonliquid interest in real estate investment
trusts;
(iii)Buy shares of other investment companies which redeem their shares.
The Fund can buy shares of investment companies that do not redeem
their shares if it does it in a regular transaction in the open market
and then does not have more than one tenth (i.e., 10%) of its total
assets in these shares. The Fund may also buy these shares as part of
a merger or consolidation;
(iv) Lend money or other assets, other than through certain limited types
of loans described herein; the Fund can buy debt securities and other
obligations consistent with its goal and its other investment policies
and restrictions; it can also lend its portfolio securities to the
extent allowed, and in accordance with the requirements, under the
1940 Act and enter into repurchase agreements except as indicated
above (see "Repurchase Agreements" above);
(v) Invest for the purpose of exercising control or management of other
companies;
(vi) Participate on a joint, or a joint and several, basis in any trading
account in any securities;
(vii)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
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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;
(viii)Engage in the underwriting of securities, that is, the selling of
securities for others;
(ix) Deviate from the percentage or other restrictions set forth above
under "Foreign Securities";
(x) With respect to 75% of its total assets, purchase securities of any
one issuer (other than cash items and "Government securities" as
defined in the 1940 Act), if immediately after and as a result of such
purchase, (a) the value of the holdings of the Fund in the securities
of such issuer exceeds 5% of the value of the Fund's total assets, or
(b) the Fund owns more than 10% of the outstanding voting securities
of such issuer;
(xi) Buy the securities of companies in any one industry if more than 25%
of the Fund's total assets would then be in companies in that
industry; or
(xii)Issue senior securities.
THE FOLLOWING INVESTMENT RESTRICTIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED BY THE BOARD OF DIRECTORS WITHOUT SHAREHOLDER APPROVAL:
(i) The Fund does not intend to invest in non-investment grade debt
securities if, as a result of such investment, more than 5% of its
total assets would consist of such investments.
(ii) The Fund may not purchase a security if, as a result, more than 10% of
its net assets would consist of illiquid investments.
(iii)The Fund may borrow only from banks and only to the extent that the
value of its assets, less its liabilities other than borrowings, is
equal to at least 300% of all borrowings including the proposed
borrowing.
(iv) The Fund does not currently intend to invest more than 5% of its total
assets in the securities of other investment companies.
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(v) 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 total 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 prescribes quality standards is
typically applied immediately after, and based on, the Fund's acquisition of an
asset. Accordingly, a subsequent change in the asset's value, net assets, or
other circumstances will not be considered when determining whether the
investment complies with the Fund's investment policies and limitations.
PORTFOLIO TURNOVER
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.
The Fund's portfolio turnover rate for the fiscal years ended March 31,
2000 and 1999 was 127.31% and 48.95%, respectively. The increase in the turnover
rate from 1999 to 2000 is due, primarily, to the appointment of a new portfolio
manager as of February, 1999 and a change in the investment strategy from
small-cap to mid cap, effective January, 2000.
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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.
Waddell & Reed, Inc. 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) since 1940 or the company's
inception date, whichever was later, and to Target/United Funds, Inc. since that
fund's inception, until January 8, 1992 when it assigned its duties as
investment manager for these funds (and the related professional staff) to
WRIMCO. WRIMCO has also served as investment manager for W&R Funds, Inc.
(formerly, Waddell & Reed Funds, Inc.) since its inception in September 1992.
Waddell
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& 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 Target/United Funds, Inc. is the underlying investment
vehicle.
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 the 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 years ended March 31, 2000,
1999 and 1998 were $11,685,633, $6,234,647 and $4,863,292, 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 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. For Class Y shares, the Fund
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<PAGE>
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. 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.
ACCOUNTING SERVICES FEE
<TABLE>
<CAPTION>
Average
Net Asset Level Annual Fee
(all dollars in millions) Rate for Each Level
------------------------- -------------------
<S> <C>
From $ 0 to $ 10 $ 0
From $ 10 to $ 25 $ 10,000
From $ 25 to $ 50 $ 20,000
From $ 50 to $ 100 $ 30,000
From $ 100 to $ 200 $ 40,000
From $ 200 to $ 350 $ 50,000
From $ 350 to $ 550 $ 60,000
From $ 550 to $ 750 $ 70,000
From $ 750 to $1,000 $ 85,000
$1,000 and Over $100,000
</TABLE>
Fees paid to the Agent for the fiscal years ended March 31, 2000,
1999 and 1998 were $100,000, $82,500 and $70,417, 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
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<PAGE>
sales literature, and the costs of printing the prospectus furnished to it by
the Fund. The aggregate dollar amounts of underwriting commissions for Class A
shares for the fiscal years ended March 31, 2000, 1999 and 1998 were
$4,075,298, $4,777,199 and $3,357,539, respectively. The amounts retained by
Waddell & Reed, Inc. for these same periods were $457,659, $1,997,903 and
$1,423,634, respectively.
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 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 (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
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<PAGE>
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 who may regularly sell Class A shares of the
Fund, and other third parties, for providing shareholder services and/or
maintaining shareholder accounts with respect to Class A shares. Fees paid (or
accrued) as distribution and service fees by the Fund under the Class A Plan for
the fiscal year ended March 31, 2000 were $301,121 and $3,022,609, respectively.
Class B - $43,235 and $14,395. Class C - $7,446 and $2,489.
To the extent that Waddell & Reed, Inc. incurs expenses for which
reimbursement may be made under the Plan 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 Plan on the basis of a combination
of the respective classes' relative net assets and number of shareholder
accounts.
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.
The only Directors or interested persons, as defined in the 1940 Act,
of the Fund who have a direct or indirect financial interest in the operation of
a Plan are the officers and Directors who are also officers of either Waddell &
Reed, Inc. or its affiliate(s) or who are shareholders of Waddell & Reed
Financial, Inc., the indirect parent company of Waddell & Reed,
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<PAGE>
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 goal of the Fund. Further,
continuing sales of shares may also reduce the likelihood that it will be
necessary to liquidate portfolio securities, in amounts or at times that may
be disadvantageous to the Fund, to meet redemption demands. In addition, the
Fund anticipates that the revenues from the Plan will provide Waddell & Reed,
Inc. with greater resources to make the financial commitments necessary to
continue to improve the quality and level of services to the Fund and the
shareholders of the affected class.
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 Plan or any agreement
referred to in the Plan (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 (i) 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, (ii) 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, (iii) 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 (iv) 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.
CUSTODIAL AND AUDITING SERVICES
The Fund's Custodian is UMB Bank, n.a., 928 Grand Boulevard, Kansas
City, Missouri. In general, the custodian is responsible for holding the Fund's
cash and securities. Deloitte & Touche LLP, 1010 Grand Boulevard, Kansas City,
Missouri, the Fund's independent auditors, audits the Fund's financial
statements.
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<PAGE>
PURCHASE, REDEMPTION AND PRICING OF SHARES
DETERMINATION OF OFFERING PRICE
The net asset value ("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 March 31,
2000, which is the most recent balance sheet included in this SAI, was as
follows:
<TABLE>
<S> <C>
NAV per Class A share (Class A
net assets divided by Class A shares
outstanding) ................................ $15.07
Add: selling commission (5.75% of offering
price) ...................................... .92
------
Maximum offering price per Class A share
(Class A NAV divided by 94.25%) ............. $15.99
======
</TABLE>
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 its 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 on
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 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,
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<PAGE>
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 day.
The securities in the portfolio of the Fund, except as otherwise noted,
that are listed or traded on a stock exchange, are valued on the basis of the
last sale on that day or, lacking any sales, at a price that is the mean between
the closing bid and asked prices. Other securities that are traded
over-the-counter are priced using the Nasdaq Stock Market, which provides
information on bid and asked prices quoted by major dealers in such stocks.
Bonds, other than convertible bonds, are valued using a third-party pricing
system. Convertible bonds are valued using this pricing system only on days when
there is no sale reported. Short-term debt securities are valued at amortized
cost, which approximates market. When market quotations are not readily
available, securities and other assets are valued at fair value as determined in
good faith under procedures established by, and under the general supervision
and responsibility of, the Fund's Board of Directors.
Puts, calls and futures contracts 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
for options 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 with 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 investment is increased by the amount of the premium paid.
If a put written by the Fund is exercised, the amount that the Fund pays to
purchase the related investment is decreased by the 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, it will
have a gain or loss depending on
46
<PAGE>
whether the premium was more or less than the cost of the closing transaction.
Optional delivery standby commitments are valued at fair value under
the general supervision and responsibility of the Fund's Board of Directors.
They are accounted for in the same manner as exchange-listed puts.
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 WRIMCO, Waddell & Reed, Inc., their affiliates, or certain
retirement plan accounts. Except with respect to certain exchanges and automatic
withdrawals from a bank account, a shareholder may make subsequent investments
of any amount. See "Exchanges for Shares of Other Funds in the Waddell & Reed
Advisors Funds and W&R Funds, Inc."
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);
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<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 a 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
48
<PAGE>
spouse, Y, was successor trustee, this purchase could be
grouped with Y's individual account.
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.
49
<PAGE>
ONE-TIME PURCHASES
A one-time purchase of Class A shares in accounts eligible for grouping
may be combined for purposes of determining the 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 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
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<PAGE>
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 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 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.
If a purchaser holds shares which have been purchased under a
contractual plan, the shares held under the plan will be taken into account in
determining the amount which must be invested under the LOI only if the
contractual plan has been completed.
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,
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<PAGE>
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.
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 a SEP plan 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. (formerly, United Cash Management, 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 affiliatd entity of Waddell & Reed, Inc.,
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<PAGE>
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
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. "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.
"Employees" also includes individuals who, on November 6, 1998, were employees
(including retired employees) of a company that on that date was an affiliate of
Waddell & Reed, Inc. "Financial 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 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 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 having 100 or more
eligible employees and purchases of Class A shares in a 457 plan having 100 or
more eligible employees may be made at NAV.
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 DIFFERENCE IN 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, NAV plus the highest sales
charge. Some of these instances relate to lower or eliminated sales charges for
larger purchases of Class A shares,
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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. The reasons
for these quantity discounts are, in general, that (i) 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,
(ii) 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 (iii) 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
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 because 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.
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
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otherwise applies that are redeemed under the Service are not subject to a
CDSC. Applicable forms to start the Service are available through Waddell &
Reed Services Company.
The maximum amount of the withdrawal for monthly, quarterly, semiannual
and annual withdrawals is 2%, 6%, 12% and 24% respectively of the value of your
account at the time the Service is established. The withdrawal proceeds are not
subject to the deferred sales charge, but only within these percentage
limitations. The minimum withdrawal is $50. The Service, and this exclusion from
the deferred sales charge, does not apply to a one-time withdrawal.
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 your shares redeemed to receive:
1. a monthly, quarterly, semiannual or annual payment of $50 or more;
2. a monthly payment, which will change each month, equal to
one-twelfth of a percentage of the value of the shares in the account (you
select the percentage); or
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 return on your investment.
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You may, at any time, change the manner in which you have chosen to
have shares redeemed. You can change to any one of the other choices originally
available to you. You may, at any time, redeem part or all of the shares in your
account; if you redeem all of the shares, the Service is terminated. The Fund
can also terminate the Service by notifying you in writing.
After the end of each calendar year, information on shares redeemed
will be sent to you to assist you in completing your Federal income tax return.
EXCHANGES 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
corresponding 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 (i) a sales charge was paid on these shares, or (ii) the
shares were received in exchange for shares for which a sales charge was paid,
or (iii) 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 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 Limited-Term Bond
Fund (formerly, Waddell & Reed Funds, Inc.) are the exceptions and special rules
apply. Class A shares of these funds may be exchanged for Class A shares of the
Fund only if (i) 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 (ii) the shares have been held from the date of the original purchase
for at least six months.
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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. 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. 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 $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. automatically exchanged each month into
Class B shares of the Fund or any other 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. 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
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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. 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. 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 a Fund may be exchanged for Class Y shares of any
other fund in the Waddell & Reed Advisors Funds or for Class A shares of Waddell
& Reed Advisors Cash Management, 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.
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 the Fund (or shares of certain other
funds in the Waddell & Reed Advisors Funds or W&R Funds, Inc.).
INDIVIDUAL RETIREMENT ACCOUNTS (IRAS). Investors having 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 a
qualified
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retirement plan or if, notwithstanding that the investor or one or both
spouses so participate, their adjusted gross income does not exceed certain
levels. However, a married investor who is not an active participant, files
jointly with his or her spouse and whose combined adjusted gross income does
not exceed $150,000, is not affected by the 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 an IRA, you may have the assets
in that IRA transferred directly to an IRA offered by Waddell & Reed, Inc.
ROTH IRAS. Investors 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). 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
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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 a member of his or her family).
SIMPLIFIED EMPLOYEE PENSION (SEP) PLANS. Employers can make
contributions to SEP-IRAs established for employees. An employer may contribute
up to 15% of compensation or $25,500, whichever is less, per year for each
employee.
SAVINGS INCENTIVE MATCH PLANS FOR EMPLOYEES (SIMPLE PLANS). An employer
with 100 or fewer employees who does not sponsor another active retirement plan
may sponsor a SIMPLE plan to contribute to its employees' retirement accounts. A
SIMPLE plan can be funded by either an IRA or a 401(k) plan. In general, an
employer can choose to match employee contributions dollar-for-dollar (up to 3%
of an employee's compensation) or may contribute to all eligible employees 2% of
their compensation, whether or not they defer salary to their retirement plans.
SIMPLE plans involve fewer administrative requirements, generally, than 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 or of certain types of charitable
organizations, he or she may be able to enter into a deferred compensation
arrangement through a custodian account under Section 403(b) of the Code. Some
organizations have adopted Title I plans, which are funded by employer
contributions in addition to employee deferrals.
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.
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More detailed information about these arrangements and applicable forms
are available from Waddell & Reed, Inc. These plans may involve complex tax
questions as to premature distributions and other matters. Investors should
consult their tax adviser or pension consultant.
REDEMPTIONS
The Prospectus gives information as to 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 redemption of
shares of the Fund may be made in portfolio securities when the Fund's Board of
Directors determines that conditions exist making cash payments undesirable.
Securities used for payment of redemptions are valued at the value used in
figuring NAV. There would be brokerage costs to the redeeming shareholder in
selling such securities. The Fund, however, has elected to be governed by Rule
18f-1 under the 1940 Act, pursuant to which it is obligated to redeem shares
solely in cash up to the lesser of $250,000 or 1% of its NAV during any 90-day
period for any one shareholder.
REINVESTMENT PRIVILEGE
The Fund offers a one-time reinvestment privilege that allows you to
reinvest without charge all or part of any amount of Class 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 forty-five 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
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shares at the NAV next calculated after you have returned the amount. Your
written request to do this must be received within forty-five 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 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.
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 is stated below. Each of the persons listed through and including
Mr. Vogel is a member of the Fund's Board of Directors. The other persons are
officers of the Fund but are not members of the Board of Directors. For purposes
of this section, the term "Fund Complex" includes each of the registered
investment companies in the Waddell & Reed Advisors Funds, W&R Funds, Inc. and
Target/United 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 its officers is also an
officer of one or more of the funds in the Fund Complex.
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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 and Chief Executive Officer of Waddell & Reed Financial
Services, Inc.; Chairman of the Board of Directors 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.
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
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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.; 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, 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.; 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.
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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, White, Vardeman & Shalton, 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., Waddell & Reed Financial
Services Company,
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Waddell & Reed, Inc., WRIMCO and Waddell & Reed Services Company; 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.
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ZACHARY H. SHAFRAN
Vice President of the Fund and Vice President of WRIMCO. Date of
birth: October 12, 1965.
The address of each person is 6300 Lamar Avenue, P.O. Box 29217,
Shawnee Mission, Kansas 66201-9217 unless a different address is given.
The Directors who may be deemed to be "interested persons" as defined
in the 1940 Act of the Fund's underwriter, Waddell & Reed, Inc., or WRIMCO are
indicated as such by an asterisk.
The Board of Directors has created an honorary position of Director
Emeritus, whereby an incumbent Director who has attained the age of 70 may, or
if elected on or after May 31, 1993 and has 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 Wise retired as Directors of the Fund and of each of the funds in
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the Fund Complex, and each serves as Director Emeritus.
The funds in the Waddell & Reed AdvisorsFunds, Target/United Funds,
Inc. and W&R Funds, Inc. pay to each Director, effective October 1, 1999, an
annual base fee of $50,000, plus $3,000 for each meeting of the Board of
Directors attended and effective January 1, 2000, an annual base fee of $52,000
plus $3,250 for each meeting of the Board of Directors attended, plus
reimbursement of expenses for attending such meeting and $500 for each committee
meeting attended which is not in conjunction with a Board of Directors meeting,
other than Directors who are affiliates of Waddell & Reed, Inc. (Prior to
October 1, 1999, the funds in the Waddell & Reed Advisors Funds, Target/United
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, Target/United Funds, Inc. and W&R Funds, Inc. based on the Fund's
relative size.
During the Fund's fiscal year ended March 31, 2000, the Fund's
Directors received the following fees for service as a director:
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COMPENSATION TABLE
<TABLE>
<CAPTION>
Total
Aggregate Compensation
Compensation From Fund
From and Fund
Director Fund Complex*
-------- ------------ ------------
<S> <C> <C>
Robert L. Hechler $ 0 $0
Henry J. Herrmann 0 0
Keith A. Tucker 0 0
James M. Concannon 2,721 61,000
John A. Dillingham 2,721 61,000
David P. Gardner 2,626 58,500
Linda K. Graves 2,721 61,000
Joseph Harroz, Jr. 2,721 61,000
John F. Hayes 2,721 61,000
Glendon E. Johnson 2,721 61,000
William T. Morgan 2,721 61,000
Ronald C. Reimer 2,721 61,000
Frank J. Ross, Jr. 2,721 61,000
Eleanor Schwartz 2,721 61,000
Frederick Vogel III 2,721 61,000
</TABLE>
*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 May 31, 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 May 31, 2000, regarding
the ownership of the Fund's shares.
<TABLE>
<CAPTION>
Shares owned
Name and Address Beneficially
of Beneficial Owner Class or of Record Percent
------------------- ----- ------------ -------
<S> <C> <C> <C>
Fiduciary Trust Co NH Cust Class C 24,556 5.30%
IRA Rollover
FBO Archie F Hughes
905 Lake Drive Ct
Independence Mo 64055-1762
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<PAGE>
Waddell & Reed Class Y 703,578 49.96%
Financial, Inc.
401(k) and Thrift Plan
6300 Lamar Avenue
Overland Park KS 66201
Compass Bank Tr Class Y 155,326 11.03%
Profit Sharing Plan
FBO Torchmark Corp
Savings & Investment Plan
Attn: Wayne Laugevin
15 20th St S Fl 8
Birmingham AL 35233-2000
Industricorp & Co Inc Ttee Class Y 84,049 5.97%
FBO CPSP Carbide/Graphite
Grp Inc
FBO Unallocated Assets
Qual 401(k) Pl 62-3093-006
312 Central Ave Suite 508
Minneapolis MN 55414-1097
</TABLE>
PAYMENTS TO SHAREHOLDERS
GENERAL
There are three 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 dividends, 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 third source is net realized gains from foreign currency transactions. The
payments made to shareholders from net investment income, net short-term capital
gains, and net realized gains from certain foreign currency transactions are
called dividends.
The Fund pays distributions from net realized 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 net capital losses carried over from a prior year or years to
offset the gains.
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CHOICES YOU HAVE ON YOUR DIVIDENDS AND DISTRIBUTIONS
On your application form, you can give instructions that (i) you want
cash for your dividends and distributions, (ii) you want your dividends and
distributions paid in shares of the Fund of the same class as that with respect
to which they were paid, or (iii) you want cash for your dividends and want your
distributions paid in shares of the Fund of the same class as that with respect
to which they were paid. However, a total dividend and/or distribution amount
less than five dollars will be automatically paid in shares of the Fund of the
same class as that with respect to which they were paid. You can change your
instructions at any time. If you give no instructions, your dividends and
distributions will be paid in shares of the Fund of the same class as that with
respect to which they were paid. All payments in shares are at NAV without any
sales charge. The NAV used for this purpose is that computed as of the record
date for the dividend or distribution, although this could be changed by the
Board of Directors.
Even if you receive dividends and distributions on Fund shares in cash,
you can thereafter reinvest them (or distributions only) in 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 taxable net investment income, net short-term capital gains and net
gains from certain foreign currency transactions) that it distributes to its
shareholders. To continue to qualify for treatment as a RIC, the Fund must
distribute to its shareholders for each taxable year at least 90% of its
investment company taxable income ("Distribution Requirement") and must meet
several additional requirements. These requirements include the following: (1)
the Fund must derive at least 90% of its gross income each taxable year from
dividends, interest, payments with respect to securities loans and gains from
the sale or other disposition of securities or foreign currencies or other
income (including gains from options, futures contracts or forward contracts)
derived with respect to its business of investing in securities or those
currencies ("Income Requirement"); (2) at the close of each quarter of the
Fund's taxable year, at least 50% of the value of its total assets must be
represented by cash and cash items, U.S. Government securities, securities of
other RICs
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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 Test"); and (3) at the close of each quarter
of the Fund's taxable year, not more than 25% of the value of its total
assets may be invested in securities (other than U.S. Government securities
or the securities of other RICs) of any one issuer.
If the Fund failed to qualify for treatment as a RIC for any taxable
year, (a) it would be taxed as an ordinary corporation on the full amount of
its taxable income for that year (even if it distributed that income to its
shareholders) and (b) the shareholders would treat all distributions out of
its earnings and profits, including distributions of net capital gains, as
dividends (that is, ordinary income). In addition, the Fund could be required
to recognize unrealized gains, pay substantial taxes and interest, and make
substantial distributions before requalifying for RIC treatment.
Dividends and distributions declared by the Fund in December of any
year and payable to its shareholders of record on a date in that month are
deemed to have been paid by the Fund and received by the shareholders on
December 31 of that year 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 FOREIGN SECURITIES
Dividends and interest received, and gains realized, by the Fund may
be subject to income, withholding or other taxes imposed
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by foreign countries and U.S. possessions ("foreign taxes") that would reduce
the yield and/or total returns on its securities. Tax conventions between
certain countries and the United States may reduce or eliminate foreign
taxes, however, and many foreign countries do not impose taxes on capital
gains in respect of investments by foreign investors.
The Fund may invest in the stock of "passive foreign investment
companies" ("PFICs"). A PFIC is any foreign corporation (with certain
exceptions) that, in general, meets either of the following tests: (1) at
least 75% of its gross income is passive; or (2) an average of at least 50%
of its assets produce, or are held for the production of, passive income.
Under certain circumstances, a Fund will be subject to Federal income tax on
a portion of any "excess distribution" received on the stock of a PFIC or of
any gain on disposition of the stock (collectively "PFIC income"), plus
interest thereon, even if the Fund distributes the PFIC income as a taxable
dividend to its shareholders. The balance of the PFIC income will be included
in the Fund's investment company taxable income and, accordingly, will not be
taxable to it to the extent it distributes that income to its shareholders.
If the Fund invests in a PFIC and elects to treat the PFIC as a
"qualified electing fund" ("QEF"), then in lieu of the foregoing tax and
interest obligation, the Fund will be required to include in income each year
its pro rata share of the QEF's annual ordinary earnings and net capital
gains -- which probably would have to be distributed by the Fund to satisfy
the Distribution Requirement and avoid imposition of the Excise Tax -- even
if those earnings and gains were not distributed to the Fund by the QEF. In
most instances it will be very difficult, if not impossible, to make this
election because of certain requirements thereof.
The Fund may elect to "mark-to-market" its stock in any PFIC.
"Marking-to-market," in this context, means including in ordinary income each
taxable year the excess, if any, of the fair market value of a PFIC's stock
over the Fund's adjusted basis therein as of the end of that year. Pursuant
to the election, the Fund also may deduct (as an ordinary, not capital, loss)
the excess, if any, of its adjusted basis in PFIC stock over the fair market
value thereof as of the taxable year-end, but only to the extent of any net
mark-to-market gains with respect to that stock included by the Fund for
prior taxable years under the election (and under regulations proposed in 1992
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<PAGE>
that provided a similar election with respect to the stock of certain PFICs).
The Fund's adjusted basis in each PFIC's stock with respect to which it makes
this election will be adjusted to reflect the amounts of income included and
deductions taken under the election.
FOREIGN CURRENCY GAINS AND LOSSES
Gains or losses (1) from the disposition of foreign currencies
including forward currency contracts, (2) on the disposition of each debt
security denominated in a foreign currency that are attributable to
fluctuations in the value of the foreign currency between the date of
acquisition of the security and the date of disposition, and (3) that are
attributable to fluctuations in exchange rates that occur between the time
the Fund accrues interest, dividends or other receivables, or expenses or
other liabilities, denominated in a foreign currency and the time the Fund
actually collects the receivables or pays the liabilities, generally are
treated as ordinary income or loss. These gains or losses, referred to under
the Code as "section 988" gains or losses, may increase or decrease the
amount of the Fund's investment company taxable income to be distributed to
its shareholders as ordinary income, rather than affecting the amount of its
net capital gain.
INCOME FROM OPTIONS, FUTURES AND FORWARD CURRENCY CONTRACTS AND FOREIGN
CURRENCIES
The use of hedging and option income strategies, such as writing
(selling) and purchasing options and futures contracts and entering into
forward currency 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 the
disposition of foreign currencies (except certain gains that may be excluded
by future regulations), and gains from options, futures and forward currency
contracts derived by the Fund with respect to its business of investing in
securities or foreign currencies, will qualify as permissible income under
the Income Requirement.
Any income the Fund earns from writing options is treated as
short-term capital gains. 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 received 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 thus the Fund
sells the securities subject to the option, the premium the Fund receives
will be added to the exercise price to determine the gain or loss on the sale.
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<PAGE>
Certain options, futures contracts and forward currency 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. Sixty
percent 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
is treated as short-term capital gains or losses. Section 1256 contracts also
may be marked-to-market for purposes of the Excise Tax and for 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) may also 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, futures contracts and forward currency
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, futures or forward
currency 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
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<PAGE>
that gain will be recognized at that time. A constructive sale generally
consists of a short sale, an offsetting notional principal contract or
futures or forward currency contract 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).
ZERO COUPON AND PAYMENT-IN-KIND SECURITIES
The Fund may acquire zero coupon or other securities issued with
OID. As the holder of those securities, the Fund must include in its income
the OID that accrues on the securities during the taxable year, even if the
Fund receives no corresponding payment on the securities during the year.
Similarly, the Fund must include in its gross income securities it receives
as "interest" on payment-in-kind securities. Because the Fund annually must
distribute substantially all of its investment company taxable income,
including any accrued OID and other non-cash income, in order to satisfy the
Distribution Requirement and avoid imposition of the Excise Tax, it may be
required in a particular year to distribute as a dividend an amount that is
greater than the total amount of cash it actually receives. Those
distributions will be made from the Fund's cash assets or from the proceeds
of sales of portfolio securities, if necessary. The Fund may realize capital
gains or losses from those sales, which would increase or decrease its
investment company taxable income and/or net capital gains.
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
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<PAGE>
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, Target/United 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 assets of the included funds and/or advisory accounts, except
that (a) within a group having a small cap-related investment objective,
shares are allocated on a rotational basis after taking into account the
impact of the anticipated initial gain on the value of the included fund or
advisory account and (b) within a group having a mid-cap-related investment
objective, shares are allocated based on the portfolio manager's judgment,
including but not limited to such factors as the fund's or advisory account's
investments strategies and policies, cash availability, any minimum
investment policy, liquidity, anticipated term of the investment and current
securities positions.
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 and 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
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<PAGE>
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 (i) 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, (ii) furnishing analyses and reports, or (iii) 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 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 other products provided by such brokers to assist
WRIMCO in making investment management decisions are used for administration
of other non-research purposes, a reasonable allocation of the cost of the
product attributable to its non-research use is made by WRIMCO.
Such investment research (which may be supplied by a third party at
the instance of a broker) 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. During the Fund's fiscal years ended March 31,
2000, 1999 and 1998, it paid
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brokerage commissions of $1,998,149, $457,817 and $271,486, respectively.
These figures do not include principal transactions or spreads or concessions
on principal transactions, i.e., those in which the Fund sells securities to
a broker-dealer firm or buys from a broker-dealer firm securities owned by it.
During the Fund's fiscal year ended March 31, 2000, the
transactions, other than principal transactions, which were directed to
broker-dealers who provided research services as well as execution totaled
$857,284,877 on which $1,408,259 in brokerage commissions were paid. These
transactions were allocated to these broker-dealers by the internal
allocation procedures described above.
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 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 pertaining to 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 contingent
deferred sales charge; Class B and Class C are subject to a contingent
deferred sales charge and to ongoing distribution and service fees; Class B
shares converts to Class A shares eight years after the month in which the
shares were purchased; 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 rights,
except that due to the differing expenses borne by the four
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classes, dividends and liquidation proceeds of Class B 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.
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APPENDIX A
The following are descriptions of some of the ratings of securities
which the Fund may use. The Fund may also use ratings provided by other
nationally recognized statistical rating organizations in determining the
securities eligible for investment.
DESCRIPTION OF BOND RATINGS
STANDARD & POOR'S, A DIVISION OF THE MCGRAW-HILL COMPANIES, INC. An
S&P corporate bond rating is a current assessment of the creditworthiness of
an obligor with respect to a specific obligation. This assessment of
creditworthiness may take into consideration obligors such as guarantors,
insurers or lessees.
The debt rating is not a recommendation to purchase, sell or hold a
security, inasmuch as it does not comment as to market price or suitability
for a particular investor.
The ratings are based on current information furnished to S&P by the
issuer or obtained by S&P from other sources it considers reliable. S&P does
not perform an audit in connection with any rating and may, on occasion, rely
on unaudited financial information. The ratings may be changed, suspended or
withdrawn as a result of changes in, or unavailability of, such information,
or based on other circumstances.
The ratings are based, in varying degrees, on the following
considerations:
1. Likelihood of default -- capacity and willingness of the obligor as
to the timely payment of interest and repayment of principal in
accordance with the terms of the obligation;
2. Nature of and provisions of the obligation;
3. Protection afforded by, and relative position of, the obligation in
the event of bankruptcy, reorganization or other arrangement under
the laws of bankruptcy and other laws affecting creditors' rights.
AAA -- Debt rated AAA has the highest rating assigned by S&P.
Capacity to pay interest and repay principal is extremely strong.
AA -- Debt rated AA also qualifies as high quality debt. Capacity
to pay interest and repay principal is very strong, and debt rated AA differs
from AAA issues only in a small degree.
A -- Debt rated A has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the
81
<PAGE>
adverse effects of changes in circumstances and economic conditions than debt
in higher rated categories.
BBB -- Debt rated BBB is regarded as having an adequate capacity to
pay interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing circumstances
are more likely to lead to a weakened capacity to pay interest and repay
principal for debt in this category than in higher rated categories.
BB, B, CCC, CC, C -- Debt rated BB, B, CCC, CC and C is regarded as
having predominantly speculative characteristics with respect to capacity to
pay interest and repay principal in accordance with the terms of the
obligation. BB indicates the lowest degree of speculation and C the highest
degree of speculation. While such debt will likely have some quality and
protective characteristics, these are outweighed by large uncertainties or
major exposures to adverse conditions.
BB -- Debt rated BB has less near-term vulnerability to default than
other speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions which could
lead to inadequate capacity to meet timely interest and principal payments.
The BB rating category is also used for debt subordinated to senior debt that
is assigned an actual or implied BBB- rating.
B -- Debt rated B has a greater vulnerability to default but
currently has the capacity to meet interest payments and principal
repayments. Adverse business, financial, or economic conditions will likely
impair capacity or willingness to pay interest and repay principal. The B
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BB or BB- rating.
CCC -- Debt rated CCC has a currently indefinable vulnerability to
default, and is dependent upon favorable business, financial and economic
conditions to meet timely payment of interest and repayment of principal. In
the event of adverse business, financial or economic conditions, it is not
likely to have the capacity to pay interest and repay principal. The CCC
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied B or B- rating.
CC -- The rating CC is typically applied to debt subordinated to
senior debt that is assigned an actual or implied CCC rating.
C -- The rating C is typically applied to debt subordinated to
senior debt which is assigned an actual or implied CCC- debt rating. The C
rating may be used to cover a situation where a bankruptcy petition has been
filed, but debt service payments are continued.
82
<PAGE>
CI -- The rating CI is reserved for income bonds on which no
interest is being paid.
D -- Debt rated D is in payment default. It is used when interest
payments or principal payments are not made on a due date even if the
applicable grace period has not expired, unless S&P believes that such
payments will be made during such grace periods. The D rating will also be
used upon a filing of a bankruptcy petition if debt service payments are
jeopardized.
Plus (+) or Minus (-) -- To provide more detailed indications of
credit quality, the ratings from AA to CCC may be modified by the addition of
a plus or minus sign to show relative standing within the major rating
categories.
NR -- Indicates that no public rating has been requested, that there
is insufficient information on which to base a rating, or that S&P does not
rate a particular type of obligation as a matter of policy.
Debt Obligations of issuers outside the United States and its
territories are rated on the same basis as domestic corporate and municipal
issues. The ratings measure the creditworthiness of the obligor but do not
take into account currency exchange and related uncertainties.
Bond Investment Quality Standards: Under present commercial bank
regulations issued by the Comptroller of the Currency, bonds rated in the top
four categories (AAA, AA, A, BBB, commonly known as "investment grade"
ratings) are generally regarded as eligible for bank investment. In addition,
the laws of various states governing legal investments may impose certain
rating or other standards for obligations eligible for investment by savings
banks, trust companies, insurance companies and fiduciaries generally.
MOODY'S INVESTORS SERVICE, INC. A brief description of the
applicable MIS rating symbols and their meanings follows:
Aaa -- Bonds which are rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk and are generally
referred to as "gilt edge." Interest payments are protected by a large or by
an exceptionally stable margin and principal is secure. While the various
protective elements are likely to change such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such issues.
Aa -- Bonds which are rated Aa are judged to be of high quality by
all standards. Together with the Aaa group they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities or
fluctuations of protective elements may be of greater amplitude or there may be
83
<PAGE>
other elements present which make the long-term risks appear somewhat larger
than in Aaa securities.
A -- Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade obligations.
Factors giving security to principal and interest are considered adequate,
but elements may be present which suggest a susceptibility to impairment
sometime in the future.
Baa -- Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Some bonds lack outstanding
investment characteristics and in fact have speculative characteristics as
well.
NOTE: Bonds within the above categories which possess the strongest
investment attributes are designated by the symbol "1" following the rating.
Ba -- Bonds which are rated Ba are judged to have speculative
elements; their future cannot be considered as well assured. Often the
protection of interest and principal payments may be very moderate and
thereby not well safeguarded during good and bad times over the future.
Uncertainty of position characterizes bonds in this class.
B -- Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may
be small.
Caa -- Bonds which are rated Caa are of poor standing. Such issues
may be in default or there may be present elements of danger with respect to
principal or interest.
Ca -- Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have other
marked shortcomings.
C -- Bonds which are rated C are the lowest rated class of bonds and
issues so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.
DESCRIPTION OF PREFERRED STOCK RATINGS
STANDARD & POOR'S, A DIVISION OF THE MCGRAW-HILL COMPANIES, INC. An
S&P preferred stock rating is an assessment of the capacity and willingness
of an issuer to pay preferred stock dividends and any applicable sinking fund
obligations. A preferred stock rating differs from a bond rating inasmuch as it
84
<PAGE>
is assigned to an equity issue, which issue is intrinsically different from,
and subordinated to, a debt issue. Therefore, to reflect this difference, the
preferred stock rating symbol will normally not be higher than the debt
rating symbol assigned to, or that would be assigned to, the senior debt of
the same issuer.
The preferred stock ratings are based on the following
considerations:
1. Likelihood of payment - capacity and willingness of the issuer to
meet the timely payment of preferred stock dividends and any
applicable sinking fund requirements in accordance with the terms of
the obligation;
2. Nature of, and provisions of, the issue;
3. Relative position of the issue in the event of bankruptcy,
reorganization, or other arrangement under the laws of bankruptcy
and other laws affecting creditors' rights.
AAA -- This is the highest rating that may be assigned by S&P to a
preferred stock issue and indicates an extremely strong capacity to pay the
preferred stock obligations.
AA -- A preferred stock issue rated AA also qualifies as a
high-quality fixed income security. The capacity to pay preferred stock
obligations is very strong, although not as overwhelming as for issues rated
AAA.
A -- An issue rated A is backed by a sound capacity to pay the
preferred stock obligations, although it is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions.
BBB -- An issue rated BBB is regarded as backed by an adequate
capacity to pay the preferred stock obligations. Whereas it normally exhibits
adequate protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to make payments
for a preferred stock in this category than for issues in the 'A' category.
BB, B, CCC -- Preferred stock rated BB, B, and CCC are regarded, on
balance, as predominantly speculative with respect to the issuer's capacity
to pay preferred stock obligations. BB indicates the lowest degree of
speculation and CCC the highest degree of speculation. While such issues will
likely have some quality and protective characteristics, these are outweighed
by large uncertainties or major risk exposures to adverse conditions.
CC -- The rating CC is reserved for a preferred stock issue in
arrears on dividends or sinking fund payments but that is currently paying.
85
<PAGE>
C -- A preferred stock rated C is a non-paying issue.
D -- A preferred stock rated D is a non-paying issue with the issuer
in default on debt instruments.
NR -- This indicates that no rating has been requested, that there
is insufficient information on which to base a rating, or that S&P does not
rate a particular type of obligation as a matter of policy.
Plus (+) or minus (-) -- To provide more detailed indications of
preferred stock quality, the rating from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.
A preferred stock rating is not a recommendation to purchase, sell
or hold a security inasmuch as it does not comment as to market price or
suitability for a particular investor. The ratings are based on current
information furnished to S&P by the issuer or obtained by S&P from other
sources it considers reliable. S&P does not perform an audit in connection
with any rating and may, on occasion, rely on unaudited financial
information. The ratings may be changed, suspended or withdrawn as a result
of changes in, or unavailability of, such information or based on other
circumstances.
MOODY'S INVESTORS SERVICE, INC. Because of the fundamental
differences between preferred stocks and bonds, a variation of MIS' familiar
bond rating symbols is used in the quality ranking of preferred stock. The
symbols are designed to avoid comparison with bond quality in absolute terms.
It should always be borne in mind that preferred stock occupies a junior
position to bonds within a particular capital structure and that these
securities are rated within the universe of preferred stocks.
NOTE: MIS applies numerical modifiers 1, 2 and 3 in each rating
classification; the modifier 1 indicates that the security ranks in the
higher end of its generic rating category; the modifier 2 indicates a
mid-range ranking and the modifier 3 indicates that the issue ranks in the
lower end of its generic rating category.
Preferred stock rating symbols and their definitions are as follows:
aaa -- An issue which is rated aaa is considered to be a top-quality
preferred stock. This rating indicates good asset protection and the least
risk of dividend impairment within the universe of preferred stocks.
aa -- An issue which is rated aa is considered a high-grade
preferred stock. This rating indicates that there is a
86
<PAGE>
reasonable assurance the earnings and asset protection will remain relatively
well-maintained in the foreseeable future.
a -- An issue which is rated a is considered to be an upper-medium
grade preferred stock. While risks are judged to be somewhat greater than in
the aaa and aa classification, earnings and asset protection are,
nevertheless, expected to be maintained at adequate levels.
baa -- An issue which is rated baa is considered to be a
medium-grade preferred stock, neither highly protected nor poorly secured.
Earnings and asset protection appear adequate at present but may be
questionable over any great length of time.
ba -- An issue which is rated ba is considered to have speculative
elements and its future cannot be considered well assured. Earnings and asset
protection may be very moderate and not well safeguarded during adverse
periods. Uncertainty of position characterizes preferred stocks in this class.
b -- An issue which is rated b generally lacks the characteristics
of a desirable investment. Assurance of dividend payments and maintenance of
other terms of the issue over any long period of time may be small.
caa -- An issue which is rated caa is likely to be in arrears on
dividend payments. This rating designation does not purport to indicate the
future status of payments.
ca -- An issue which is rated ca is speculative in a high degree and
is likely to be in arrears on dividends with little likelihood of eventual
payments.
c -- This is the lowest rated class of preferred or preference
stock. Issues so rated can be regarded as having extremely poor prospects of
ever attaining any real investment standing.
87
<PAGE>
THE INVESTMENTS OF
UNITED NEW CONCEPTS FUND, INC.
MARCH 31, 2000
<TABLE>
<CAPTION>
SHARES VALUE
<S> <C> <C>
COMMON STOCKS
AUTOMOTIVE DEALERS AND SERVICE STATIONS - 0.50%
O'Reilly Automotive, Inc.* ............................................. 712,500 $ 10,242,188
BUILDING MATERIALS AND GARDEN SUPPLIES - 0.49%
Fastenal Company ....................................................... 210,000 10,047,187
BUSINESS SERVICES - 24.28%
AHL Services, Inc.* .................................................... 600,000 6,112,500
Acxiom Corporation* .................................................... 1,100,000 37,021,875
Aether Systems, Inc.* .................................................. 274,200 49,904,400
America Online, Inc.* .................................................. 825,000 55,481,250
ARTISTdirect, Inc.* .................................................... 15,000 114,844
Cerner Corporation* .................................................... 1,100,000 29,665,625
CheckFree Holdings Corporation* ........................................ 1,200,000 84,712,500
Critical Path, Inc.* ................................................... 500,000 42,484,375
Getty Images, Inc.* .................................................... 459,600 16,531,238
InterTrust Technologies Corporation* ................................... 17,100 726,216
NOVA Corporation* ...................................................... 600,000 17,475,000
Official Payments Corporation* ......................................... 300,000 12,562,500
S1 Corporation* ........................................................ 404,000 34,630,375
Shared Medical Systems Corporation ..................................... 1,200,000 62,250,000
Ticketmaster Online-CitySearch, Inc.,
Class B* ............................................................ 450,000 11,292,187
USINTERNETWORKING, Inc.* ............................................... 531,750 20,638,547
Valassis Communications, Inc.* ......................................... 409,000 13,624,812
Total ............................................................... 495,228,244
CHEMICALS AND ALLIED PRODUCTS - 3.95%
Dial Corporation (The)* ................................................ 1,000,000 13,750,000
Genzyme Corporation - General Division* ................................ 800,000 40,075,000
Watson Pharmaceuticals, Inc.* .......................................... 673,600 26,733,500
Total ............................................................... 80,558,500
COMMUNICATION - 21.65%
American Mobile Satellite Corporation* ................................. 1,500,000 36,093,750
COLT Telecom Group plc, ADR* ........................................... 375,000 73,968,750
Insight Communications Company, L.P.* .................................. 550,750 11,376,430
Nextel Communications, Inc.* ........................................... 400,000 59,287,500
PanAmSat Corporation* .................................................. 400,000 19,612,500
Research In Motion Limited* ............................................ 700,000 74,637,500
Research In Motion Limited* (A) ........................................ 600,000 62,740,782
Salem Communications Corporation, Class A* ............................. 400,000 4,762,500
VoiceStream Wireless Corporation* ...................................... 500,000 64,562,500
Western Wireless Corporation, Class A* ................................. 750,000 34,382,812
Total ............................................................... 441,425,024
DEPOSITORY INSTITUTIONS - 2.32%
Concord EFS, Inc.* ..................................................... 2,062,850 47,252,158
</TABLE>
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
<PAGE>
THE INVESTMENTS OF
UNITED NEW CONCEPTS FUND, INC.
MARCH 31, 2000
<TABLE>
<CAPTION>
SHARES VALUE
<S> <C> <C>
COMMON STOCKS (CONTINUED)
EDUCATIONAL SERVICES - 0.83%
Edison Schools Inc.* ................................................... 860,000 $ 16,850,625
ELECTRONIC AND OTHER ELECTRIC EQUIPMENT - 9.56%
Alteon WebSystems, Inc.* ............................................... 176,000 14,256,000
Chartered Semiconductor Manufacturing
Ltd, ADR* ........................................................... 276,800 25,984,600
Cypress Semiconductor Corporation* ..................................... 700,000 34,518,750
Flextronics International Ltd.* ........................................ 325,000 22,882,031
Microsemi Corporation* ................................................. 600,000 20,475,000
Sawtek Inc.* ........................................................... 400,000 20,900,000
Sycamore Networks, Inc.* ............................................... 96,000 12,372,000
TelCom Semiconductor, Inc.* ............................................ 527,000 15,777,062
Viasystems Group, Inc.* ................................................ 1,800,000 27,900,000
Total ............................................................... 195,065,443
ENGINEERING AND MANAGEMENT SERVICES - 4.14%
Incyte Pharmaceuticals, Inc.* .......................................... 600,000 52,443,750
marchFIRST, Inc.* ...................................................... 640,100 22,803,562
MAXIMUS, Inc.* ......................................................... 300,000 9,150,000
Total ............................................................... 84,397,312
HEALTH SERVICES - 2.02%
Express Scripts, Inc., Class A ......................................... 500,000 20,984,375
Quorum Health Group, Inc.* ............................................. 2,000,000 20,187,500
Total ............................................................... 41,171,875
INDUSTRIAL MACHINERY AND EQUIPMENT - 11.03%
Baker Hughes Incorporated .............................................. 1,200,000 36,300,000
Cisco Systems, Inc.* ................................................... 480,000 37,110,000
Compaq Computer Corporation ............................................ 500,000 13,312,500
Concurrent Computer Corp.* ............................................. 2,300,000 29,109,375
Cooper Cameron Corporation* ............................................ 550,000 36,781,250
Maxtor Corporation* .................................................... 2,000,000 25,812,500
Proxim, Inc.* .......................................................... 80,200 10,187,906
RSA Security Inc.* ..................................................... 700,000 36,246,875
Total ............................................................... 224,860,406
OIL AND GAS EXTRACTION - 1.09%
Noble Affiliates, Inc. ................................................. 675,000 22,148,438
PREPACKAGED SOFTWARE - 7.21%
Dendrite International, Inc.* .......................................... 900,000 18,928,125
Descartes Systems* ..................................................... 700,000 32,987,500
Intuit Inc.* ........................................................... 1,200,000 65,212,500
Parametric Technology Corporation* ..................................... 600,000 12,656,250
Transaction Systems Architects, Inc.,
Class A* ............................................................ 601,200 17,359,650
Total ............................................................... 147,144,025
</TABLE>
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
<PAGE>
THE INVESTMENTS OF
UNITED NEW CONCEPTS FUND, INC.
MARCH 31, 2000
<TABLE>
<CAPTION>
SHARES VALUE
<S> <C> <C>
COMMON STOCKS (CONTINUED)
PRINTING AND PUBLISHING - 0.51%
Martha Stewart Living Omnimedia, Inc.* ................................. 388,500 $ 10,489,500
REAL ESTATE - 0.79%
HomeServices.Com Inc.* ................................................. 390,000 3,839,063
homestore.com, Inc.* ................................................... 250,200 12,181,612
Total ............................................................... 16,020,675
TRANSPORTATION EQUIPMENT - 3.66%
Gentex Corporation* .................................................... 900,000 33,328,125
Harley-Davidson, Inc. .................................................. 520,000 41,275,000
Total ............................................................... 74,603,125
TRUCKING AND WAREHOUSING - 0.67%
Iron Mountain Incorporated* ............................................ 400,000 13,625,000
TOTAL COMMON STOCKS - 94.70% $1,931,129,725
(Cost: $1,094,466,791)
TOTAL SHORT-TERM SECURITIES - 3.83% $ 78,200,856
(Cost: $78,200,856)
TOTAL INVESTMENT SECURITIES - 98.53% $2,009,330,581
(Cost: $1,172,667,647)
CASH AND OTHER ASSETS, NET OF LIABILITIES - 1.47% 29,983,286
NET ASSETS - 100.00% $2,039,313,867
</TABLE>
NOTES TO SCHEDULE OF INVESTMENTS
*No income dividends were paid during the preceding 12 months.
(A) Listed on an exchange outside the United States.
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.
<PAGE>
UNITED NEW CONCEPTS FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
MARCH 31, 2000
(IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
<S> <C>
ASSETS
Investment securities - at value
(Notes 1 and 3) ....................................................................... $2,009,331
Cash ..................................................................................... 1
Receivables:
Fund shares sold ...................................................................... 33,739
Dividends and interest ................................................................ 378
Prepaid insurance premium ................................................................ 11
----------
Total assets ........................................................................ 2,043,460
----------
LIABILITIES
Payable to Fund shareholders ............................................................. 3,345
Accrued service fee (Note 2) ............................................................. 347
Accrued transfer agency and dividend
disbursing (Note 2) ................................................................... 331
Accrued distribution fee (Note 2) ........................................................ 68
Accrued management fee (Note 2) .......................................................... 46
Accrued accounting services fee (Note 2) ................................................. 8
Other .................................................................................... 1
----------
Total liabilities ................................................................... 4,146
----------
Total net assets ................................................................. $2,039,314
==========
NET ASSETS
$1.00 par value capital stock
Capital stock ......................................................................... $ 135,338
Additional paid-in capital ............................................................ 881,608
Accumulated undistributed income:
Accumulated undistributed net realized gain
on investment transactions .......................................................... 185,705
Net unrealized appreciation in value of
investments ......................................................................... 836,663
----------
Net assets applicable to outstanding units
of capital ....................................................................... $2,039,314
==========
Net asset value per share (net assets divided
by shares outstanding)
Class A ............................................................................... $15.07
Class B ............................................................................... $14.98
Class C ............................................................................... $14.99
Class Y ............................................................................... $15.14
Capital shares outstanding
Class A ............................................................................... 131,634
Class B ............................................................................... 1,869
Class C ............................................................................... 364
Class Y ............................................................................... 1,471
Capital shares authorized ................................................................... 300,000
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>
UNITED NEW CONCEPTS FUND, INC.
STATEMENT OF OPERATIONS
FOR THE FISCAL YEAR ENDED MARCH 31, 2000
(IN THOUSANDS)
<TABLE>
<CAPTION>
<S> <C>
INVESTMENT LOSS
Income (Note 1B):
Interest and amortization ............................................................. $ 8,142
Dividends ............................................................................. 1,195
--------
Total income ........................................................................ 9,337
--------
Expenses (Note 2):
Investment management fee ............................................................. 11,686
Transfer agency and dividend disbursing:
Class A.............................................................................. 3,086
Class B.............................................................................. 31
Class C.............................................................................. 4
Service fee:
Class A.............................................................................. 3,023
Class B.............................................................................. 14
Class C.............................................................................. 2
Distribution fee:
Class A.............................................................................. 301
Class B.............................................................................. 43
Class C.............................................................................. 7
Accounting services fee ............................................................... 100
Custodian fees ........................................................................ 73
Shareholder servicing - Class Y ....................................................... 27
Legal fees ............................................................................ 21
Audit fees ............................................................................ 17
Other ................................................................................. 325
--------
Total expenses ...................................................................... 18,760
--------
Net investment loss .............................................................. (9,423)
--------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS (NOTES 1 AND 3)
Realized net gain on investments ......................................................... 309,145
Realized net loss on call options written ................................................ (19,611)
Realized net loss on put options purchased ............................................... (7,100)
--------
Realized net gain on investments ...................................................... 282,434
Unrealized appreciation in value of investments
during the period ..................................................................... 530,512
--------
Net gain on investments ............................................................. 812,946
--------
Net increase in net assets resulting from
operations .................................................................... $803,523
========
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>
UNITED NEW CONCEPTS FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE FISCAL YEAR
ENDED MARCH 31,
---------------------------------------
2000 1999
-------------- ------------
<S> <C> <C>
INCREASE IN NET ASSETS
Operations:
Net investment loss ........................................ $(9,423) $ (311)
Realized net gain on investments ........................... 282,434 110,553
Unrealized appreciation .................................... 530,512 37,398
---------- ---------
Net increase in net assets
resulting from operations ............................. 803,523 147,640
---------- ---------
Distributions to shareholders from (Note 1D):*
Net investment income:
Class A .................................................. --- (348)
Class B................................................... --- ---
Class C................................................... --- ---
Class Y .................................................. --- (40)
Realized gains on securities transactions:
Class A .................................................. (149,021) (108,654)
Class B................................................... (616) ---
Class C................................................... (89) ---
Class Y .................................................. (1,793) (1,329)
---------- ---------
(151,519) (110,371)
---------- ---------
Capital share transactions
(Note 5) ................................................... 403,326 157,014
---------- ---------
Total increase ..................................... 1,055,330 194,283
NET ASSETS
Beginning of period ........................................... 983,984 789,701
---------- ---------
End of period ................................................. $2,039,314 $983,984
========== =========
Undistributed net investment
income ................................................... $--- $---
==== ====
*See "Financial Highlights" on pages - .
SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>
<PAGE>
UNITED NEW CONCEPTS FUND, INC.
FINANCIAL HIGHLIGHTS
CLASS A SHARES
FOR A SHARE OF CAPITAL STOCK OUTSTANDING
THROUGHOUT EACH PERIOD:*
<TABLE>
<CAPTION>
FOR THE FISCAL YEAR ENDED MARCH 31,
-----------------------------------------------------------
2000 1999 1998 1997 1996
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Net asset value,
beginning of
period .......................... $ 9.52 $9.24 $6.80 $7.73 $6.13
------ ----- ----- ----- -----
Income from investment
operations:
Net investment
income (loss) ................ (0.09) (0.00) 0.01 0.03 0.02
Net realized and
unrealized gain
(loss) on
investments .................. 6.96 1.54 3.29 (0.64) 1.81
------ ----- ----- ----- -----
Total from investment
operations ...................... 6.87 1.54 3.30 (0.61) 1.83
------ ----- ----- ----- -----
Less distributions:
From net investment
income ....................... (0.00) (0.01) (0.01) (0.03) (0.02)
From capital gains .............. (1.32) (1.25) (0.85) (0.29) (0.21)
------ ----- ----- ----- -----
Total distributions................. (1.32) (1.26) (0.86) (0.32) (0.23)
------ ----- ----- ----- -----
Net asset value,
end of period ................ $15.07 $9.52 $9.24 $6.80 $7.73
====== ===== ===== ===== =====
Total return**...................... 74.61% 17.83% 51.44% -8.38% 30.18%
Net assets, end
of period (in
millions)........................ $1,984 $972 $779 $501 $492
Ratio of expenses
to average net
assets .......................... 1.32% 1.29% 1.25% 1.27% 1.19%
Ratio of net investment
income (loss) to average
net assets ...................... -0.66% -0.04% 0.06% 0.39% 0.29%
Portfolio turnover
rate ............................ 127.31% 48.95% 38.51% 38.82% 27.75%
</TABLE>
* Per-share amounts have been adjusted retroactively to reflect the 100% stock
dividend effected June 26, 1998.
** Total return calculated without taking into account the sales load deducted
on an initial purchase.
SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>
UNITED NEW CONCEPTS FUND, INC.
FINANCIAL HIGHLIGHTS
CLASS B SHARES
FOR A SHARE OF CAPITAL STOCK OUTSTANDING
THROUGHOUT THE PERIOD:
<TABLE>
<CAPTION>
FOR THE
PERIOD
FROM
10/4/99*
THROUGH
3/31/00
-------
<S> <C>
Net asset value,
beginning of period ............. $10.69
-----
Income from investment
operations:
Net investment income ........... 0.01
Net realized and
unrealized gain
on investments ............... 5.60
-----
Total from investment
operations ...................... 5.61
-----
Less distributions:
From net investment
income ....................... (0.00)
From capital gains .............. (1.32)
-----
Total distributions ................ (1.32)
-----
Net asset value,
end of period ................... $14.98
=====
Total return ....................... 54.60%
Net assets, end of
period (in
millions) ....................... $28
Ratio of expenses to
average net assets .............. 2.40%**
Ratio of net investment
loss to average
net assets ...................... -1.73%**
Portfolio turnover
rate ............................ 127.31%**
</TABLE>
* Commencement of operations.
** Annualized.
SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>
UNITED NEW CONCEPTS FUND, INC.
FINANCIAL HIGHLIGHTS
CLASS C SHARES
FOR A SHARE OF CAPITAL STOCK OUTSTANDING
THROUGHOUT THE PERIOD:
<TABLE>
<CAPTION>
FOR THE
PERIOD
FROM
10/4/99*
THROUGH
3/31/00
-------
<S> <C>
Net asset value,
beginning of period ............. $10.69
-----
Income from investment
operations:
Net investment income .......... 0.02
Net realized and
unrealized gain
on investments ............... 5.60
-----
Total from investment
operations ...................... 5.62
-----
Less distributions:
From net investment
income ....................... (0.00)
From capital gains .............. (1.32)
-----
Total distributions ................ (1.32)
-----
Net asset value,
end of period ................... $14.99
=====
Total return ....................... 54.71%
Net assets, end of
period (in
millions) ....................... $5
Ratio of expenses to
average net assets .............. 2.30%**
Ratio of net investment
loss to average
net assets ...................... -1.62%**
Portfolio turnover
rate ............................ 127.31%**
</TABLE>
* Commencement of operations.
** Annualized.
SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>
UNITED NEW CONCEPTS FUND, INC.
FINANCIAL HIGHLIGHTS
CLASS Y SHARES
FOR A SHARE OF CAPITAL STOCK OUTSTANDING
THROUGHOUT EACH PERIOD:*
<TABLE>
<CAPTION>
FOR THE
PERIOD
FOR THE FISCAL FROM
YEAR ENDED MARCH 31, 9/6/95**
----------------------------- THROUGH
2000 1999 1998 1997 3/31/96
------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C>
Net asset value,
beginning of period.............. $ 9.53 $9.25 $6.80 $7.74 $7.57
------ ----- ----- ----- -----
Income from investment
operations:
Net investment
income (loss) ................ (0.05) 0.03 0.03 0.05 0.02
Net realized and
unrealized gain (loss)
on investments................ 6.98 1.54 3.30 (0.65) 0.38
------ ----- ----- ----- -----
Total from investment
operations....................... 6.93 1.57 3.33 (0.60) 0.40
------ ----- ----- ----- -----
Less distributions:
From net investment
income........................ (0.00) (0.04) (0.03) (0.05) (0.02)
From capital gains............... (1.32) (1.25) (0.85) (0.29) (0.21)
------ ----- ----- ----- -----
Total distributions................. (1.32) (1.29) (0.88) (0.34) (0.23)
------ ----- ----- ----- -----
Net asset value,
end of period.................... $15.14 $9.53 $9.25 $6.80 $7.74
====== ===== ===== ===== =====
Total return ....................... 75.17% 18.29% 51.83% -8.12% 5.44%
Net assets, end of
period (in
millions) ....................... $22 $12 $11 $8 $7
Ratio of expenses
to average net
assets........................... 1.02% 0.95% 0.96% 0.97% 0.96%+
Ratio of net
investment income
(loss) to average
net assets ...................... -0.36% 0.29% 0.35% 0.69% 0.54%+
Portfolio
turnover rate.................... 127.31% 48.95% 38.51% 38.82% 27.75%+
</TABLE>
* Per-share amounts have been adjusted retroactively to reflect the 100%
stock dividend effected June 26, 1998.
** Commencement of operations.
+ Annualized.
SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>
UNITED NEW CONCEPTS FUND, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
NOTE 1 -- SIGNIFICANT ACCOUNTING POLICIES
United New Concepts Fund, Inc. (the "Fund") is registered under the
Investment Company Act of 1940 as a diversified, open-end management investment
company. Its investment objective is to seek growth. 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 -- Each stock and convertible bond is 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 for a stock, the average of the
latest bid and asked prices. Bonds, other than convertible bonds, are
valued using a pricing system provided by a pricing service.
Convertible bonds are valued using this pricing system only on days
when there is no sale reported. Stocks which are traded
over-the-counter are priced using the Nasdaq Stock Market, which
provides information on bid and asked prices quoted by major dealers in
such stocks. 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. Dividend income is recorded on the ex-dividend
date. Interest income is recorded on the accrual basis. See Note 3 --
Investment Security Transactions.
C. Foreign currency translations -- All assets and liabilities denominated
in foreign currencies are translated into U.S. dollars daily. Purchases
and sales of investment securities and accruals of income and expenses
are translated at the rate of exchange prevailing on the date of the
transaction. For assets and liabilities other than investments in
securities, net realized and unrealized gains and losses from foreign
currency translations arise from changes in currency exchange rates.
The Fund combines fluctuations from currency exchange rates and
fluctuations in market value when computing net realized and unrealized
gain or loss from investments.
D. 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.
<PAGE>
E. Dividends and distributions -- Dividends and distributions to
shareholders are recorded by the Fund on the business day following
record date. 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, foreign currency transactions, net operating losses and
expiring capital loss carryovers. At March 31, 2000, $9,423,186 was
reclassified between accumulated undistributed net investment income
and accumulated undistributed net realized gain on investment
transactions. Net investment income, net realized gains and net assets
were not affected by this change.
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: 0.85% of net assets up to $1
billion; 0.83% of net assets over $1 billion and up to $2 billion; 0.80% of net
assets over $2 billion and up to $3 billion; and 0.76% of net assets over $3
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.
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
<PAGE>
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
$1.3125 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. 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.
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
$4,075,298. With respect to Class A, Class B and Class C shares, W&R paid sales
commissions of $3,617,639 and all expenses in connection with the sale of Fund
shares, except for registration fees and related expenses.
A contingent deferred sales charge ("CDSC") may be assessed against a
shareholder's redemption amount of Class B and Class C shares and is paid to
W&R. The purpose of the deferred sales charge is to compensate W&R for the costs
incurred by W&R in connection with the sale of Fund shares.
With respect to Class B shares, the amount of the CDSC will be the
following percent of the total amount invested during a calendar year to acquire
the shares or the value of the shares redeemed, whichever is less. Redemption at
any time during the first calendar year of investment, 5%; the second calendar
year, 4%; the third calendar year, 3%; the fourth calendar year, 3%; the fifth
calendar year, 2%; the sixth calendar year, 1% and thereafter, 0%.
If Class C shares are sold within 12 months of buying these shares, a
1% CDSC will be imposed.
The deferred sales charge will not be imposed on shares representing
payment of dividends or distributions or on amounts which represent an increase
in the value of the shareholder's account resulting from capital appreciation
above the amount paid for shares purchased during the deferred sales charge
period. During the period ended March 31, 2000, W&R received $2,144 and $844 in
deferred sales charges from Class B shares and Class C shares, respectively.
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 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
<PAGE>
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 $42,955, 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 investment securities, other than U.S. Government and
short-term securities, aggregated $1,865,601,703 while proceeds from maturities
and sales aggregated $1,611,764,282. Purchases of options aggregated $7,907,540
while proceeds from options aggregated $10,105,904. Purchases of short-term
securities aggregated $4,735,305,338 while proceeds from maturities and sales
aggregated $4,817,650,731. No U.S. Government securities were bought or sold
during the period ended March 31, 2000.
For Federal income tax purposes, cost of investments owned at March 31,
2000 was $1,177,665,495, resulting in net unrealized appreciation of
$831,665,086, of which $887,936,810 related to appreciated securities and
$56,271,724 related to depreciated securities.
NOTE 4 -- FEDERAL INCOME TAX MATTERS
For Federal income tax purposes, the Fund realized capital gain net
income of $277,946,487 during the year ended March 31, 2000, of which a portion
was paid to shareholders during the period ended March 31, 2000. Remaining
capital gain net income will be distributed to the Fund's shareholders.
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.
<PAGE>
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.
<TABLE>
<CAPTION>
FOR THE FISCAL
YEAR ENDED MARCH 31,
--------------------------
2000 1999
------------ ------------
<S> <C> <C>
Shares issued from sale of shares:
Class A ...................... 76,177 45,230
Class B ...................... 1,843 ---
Class C ...................... 367 ---
Class Y ...................... 475 1,008
Shares issued from
reinvestment of dividends
and/or capital gains
distribution:
Class A ...................... 11,409 12,288
Class B ...................... 48 ---
Class C ...................... 7 ---
Class Y ...................... 139 156
Shares redeemed:
Class A ...................... (57,998) (39,822)
Class B ...................... (22) ---
Class C ...................... (10) ---
Class Y ...................... (411) (1,033)
------ ------
Increase in
outstanding capital
shares ...................... 32,024 17,827
====== ======
Value issued from sale of shares:
Class A ...................... $1,022,613 $420,544
Class B ...................... 26,532 ---
Class C ...................... 5,432 ---
Class Y ...................... 5,962 9,457
Value issued from
reinvestment of dividends
and/or capital gains
distribution:
Class A ...................... 146,603 107,269
Class B ...................... 616 ---
Class C ...................... 89 ---
Class Y ...................... 1,793 1,367
Value redeemed:
Class A ...................... (800,566) (371,985)
Class B ...................... (330) ---
Class C ...................... (165) ---
Class Y ...................... (5,253) (9,638)
-------- --------
Increase in outstanding
capital ...................... $403,326 $157,014
======== ========
</TABLE>
NOTE 6 -- OPTIONS
Options purchased by the Fund are accounted for in the same manner as
marketable portfolio securities. The cost of portfolio securities acquired
through the exercise of call options is
<PAGE>
increased by the premium paid to purchase the call. The proceeds from securities
sold through the exercise of put options are decreased by the premium paid to
purchase the put.
When the Fund writes (sells) an option, an amount equal to the premium
received by the Fund is recorded as a liability. The amount of the liability is
subsequently adjusted to reflect the current market value of the option written.
The current market value of an option is the last sales price on the principal
exchange on which the option is traded, or in the absence of transactions, the
mean between the bid and asked prices or at a value supplied by a broker-dealer.
When an option expires on its stipulated expiration date or the Fund enters into
a closing purchase transaction, the Fund realizes a gain (or loss if the cost of
a closing purchase transaction exceeds the premium received when the call option
was sold) and the liability related to such option is extinguished. When a call
option is exercised, the premium is added to the proceeds from the sale of the
underlying security in determining whether the Fund has realized a gain or loss.
For the Fund, when a put written is exercised, the cost basis of the securities
purchased by the Fund is reduced by the amount of the premium.
Transactions in call options written were as follows:
<TABLE>
<CAPTION>
Number of Premiums
Contracts Received
--------- --------
<S> <C> <C>
Outstanding at March 31, 1999 ......... 1,101 $6,499,725
Options written ....................... 7,900 3,606,179
Options terminated in closing
purchase transactions .............. (6,501) (8,793,448)
Options exercised ..................... (2,500) (1,312,456)
Options expired ....................... --- ---
----- -----------
Outstanding at March 31, 2000 ......... --- $ ---
===== ===========
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders,
United New Concepts Fund, Inc.:
We have audited the accompanying statement of assets and liabilities, including
the schedule of investments, of United New Concepts Fund, Inc. (the "Fund") as
of March 31, 2000, and the related statement of operations for the fiscal year
then ended, the statements of changes in net assets for each of the two fiscal
years in the period then ended, and the financial highlights for each of the
five fiscal years in the period then ended. 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 March 31, 2000, by correspondence with the custodian. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of United
New Concepts Fund, Inc. as of March 31, 2000, the results of its operations for
the fiscal year then ended, the changes in its net assets for each of the two
fiscal years in the period then ended, and the financial highlights for each of
the five fiscal years in the period then ended in conformity with accounting
principles generally accepted in the United States of America.
/s/ Deloitte & Touche LLP
-------------------------
Deloitte & Touche LLP
Kansas City, Missouri
May 5, 2000
<PAGE>
REGISTRATION STATEMENT
PART C
OTHER INFORMATION
23. Exhibits: United New Concepts Fund, Inc.
(a) Articles of Incorporation, as amended, filed by EDGAR on June 29,
1998 as EX-99.B1-charter to Post-Effective Amendment No. 21 to the
Registration Statement on Form N-1A*
Articles Supplementary, filed by EDGAR on May 19, 1995 as
EX-99.B1-ncartsup to Post-Effective Amendment No. 18 to the
Registration Statement on Form N-1A*
Articles Supplementary attached hereto as EX-99.B(a)ncartsup
(b) Bylaws, as amended, filed by EDGAR on June 27, 1996 as
EX-99.B2-ncbylaw to Post-Effective Amendment No. 19 to the
Registration Statement on Form N-1A*
Amendment to Bylaws filed by EDGAR on April 30, 1999 as
EX-99.B(b)ncbylaw2 to Post-Effective Amendment No. 22 to the
Registration Statement on Form N-1A*
(c) Not applicable
(d) Investment Management Agreement filed by EDGAR on May 19, 1995
EX-99.B5-ncima to Post-Effective Amendment No. 18 to the
Registration Statement on Form N-1A*
Assignment of the Investment Management filed by EDGAR on May 19,
1995 as EX-99.B5-ncassign to Post-Effective Amendment No. 18 to
the Registration Statement on Form N-1A*
Fee Schedule (Exhibit A) to the Investment Management Agreement,
as amended, filed by EDGAR on July 2, 1999 as EX-99.B(d)ncimafee
to Post-Effective Amendment No. 25 to the Registration Statement
on Form N-1A*
(e) Underwriting Agreement, filed by EDGAR on May 19, 1995 as
EX-99.B6-ncua to Post-Effective Amendment No. 18 to the
Registration Statement on Form N-1A*
(f) Not applicable
(g) Custodian Agreement, filed by EDGAR on April 30, 1999 as
EX-99.B(g)-ncca to Post-Effective Amendment No. 22 to the
Registration Statement on Form N-1A*
Custodian Agreement, as amended, attached hereto as EX-99.B(g)ncca
(h) Shareholder Servicing Agreement, as amended, filed by EDGAR on
April 30, 1999 as EX-99.B(h)-ncssa to Post-Effective Amendment No.
22 to the Registration Statement on Form N-1A*
<PAGE>
Fund Class A application, filed by EDGAR on May 30,
1997 as EX-99.B9-ncappca to Post-Effective Amendment
No. 20 to the Registration Statement on Form N-1A*
Fund Class Y application, filed by EDGAR on May 19, 1995 as
EX-99.B9-ncappcy to Post-Effective Amendment No. 18 to the
Registration Statement on Form N-1A*
Fund NAV application, filed by EDGAR on May 19, 1995 as
EX-99.B9-ncappnav to Post-Effective Amendment No. 18 to the
Registration Statement on Form N-1A*
Class Y Letter of Understanding, filed by EDGAR on
June 27, 1996, as EX-99.B9-nclou to Post-Effective
Amendment No. 19 to the Registration Statement on
Form N-1A*
Accounting Services Agreement filed by EDGAR on May 19, 1995 as
EX-99.B9-ncasa to Post-Effective Amendment No. 18 to the
Registration Statement on Form N-1A*
Service Agreement filed by EDGAR on July 30, 1993 as Exhibit
(b)(15) to Post-Effective Amendment No. 16 to the Registration
Statement on Form N-1A*
Amendment to Service Agreement, filed by EDGAR on May 19, 1995
EX-99.B9-ncsaa1 to Post-Effective Amendment No. 18 to the
Registration Statement on Form N-1A*
Amendment to Service Agreement, filed by EDGAR on May 19, 1995 as
EX-99.B9-ncsaa2 to Post-Effective Amendment No. 18 to the
Registration Statement on Form N-1A*
Fidelity Bond Coverage (Exhibit C) to the Shareholder Servicing
Agreement, as amended, attached hereto as EX-99.B(h)ncssafid
Fund Application (Non-Retirement Plan) attached hereto as
EX-99.B(h)ncappnon
Fund Application (Retirement Plan) attached hereto as
EX-99.B(h)ncappabc
Fund Application (Institutional) attached hereto as
EX-99.B(h)ncappnav
Fund Application (Legend Non-Retirement) attached hereto
as EX-99.B(h)ncapplegnon
Fund Application (Legend Retirement) attached hereto as
EX-99.B(h)ncapplegabc
(i) Opinion and Consent of Counsel, attached hereto as
EX-99.B(i)nclegopn
(j) Consent of Deloitte & Touche LLP, Independent Accountants,
attached hereto as EX-99.B(j)ncconsnt
(k) Not applicable
(l) Confirmation of Agreement with initial shareholder, Waddell &
Reed, Inc., filed December 9, 1983 as Exhibit b(13) to
Post-Effective Amendment No. 2 to Registration Statement on Form
N-1A*
<PAGE>
(m) Service Plan, as restated, filed by EDGAR on May 19, 1995 as
EX-99.B15-ncspca to Post-Effective Amendment No. 18 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-ncdsp to
Post-Effective Amendment No. 21 to the Registration
Statement on Form N-1A*
(n) Not applicable
(o) Multiple Class Plan, as amended, attached hereto as
EX-99.B(o)ncmcp
(p) Code of Ethics attached hereto as EX-99.B(p)nccode
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 May 19, 1995 as
EX-99.B1-charter to Post-Effective Amendment No. 18 to the Registration
Statement on Form N-1A*; and to Article IV of the Underwriting
Agreement, filed May 19, 1995 as EX-99.B6-ncua to Post-Effective
Amendment No. 18 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.
<PAGE>
26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT MANAGER
Waddell & Reed Investment Management Company 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 Waddell & Reed Investment Management
Company on January 8, 1992. Waddell & Reed Investment Management
Company 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 Waddell & Reed Investment
Management Company 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 Waddell & Reed Investment Management Company
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 Waddell & Reed Investment Management
Company, 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:
United Funds, Inc.
United International Growth Fund, Inc.
United Continental Income Fund, Inc.
United Vanguard Fund, Inc.
United Retirement Shares, Inc.
United Municipal Bond Fund, Inc.
United High Income Fund, Inc.
United Cash Management, Inc.
United Government Securities Fund, Inc.
United Municipal High Income Fund, Inc.
United High Income Fund II, Inc.
United Asset Strategy Fund, Inc.
United Small Cap Fund, Inc.
United Tax-Managed Equity Fund, Inc.
Waddell & Reed Funds, Inc.
Advantage I
Advantage II
Advantage Plus
Advantage Gold
<PAGE>
(b) The information contained in the underwriter's application on Form BD
as filed on June 16, 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, UNITED
ASSET STRATEGY FUND, INC., UNITED CASH MANAGEMENT, INC., UNITED CONTINENTAL
INCOME FUND, INC., UNITED FUNDS, INC., UNITED GOVERNMENT SECURITIES FUND, INC.,
UNITED HIGH INCOME FUND, INC., UNITED HIGH INCOME FUND II, INC., UNITED
INTERNATIONAL GROWTH FUND, INC., UNITED MUNICIPAL BOND FUND, INC., UNITED
MUNICIPAL HIGH INCOME FUND, INC., UNITED NEW CONCEPTS FUND, INC., UNITED
RETIREMENT SHARES, INC., UNITED SMALL CAP FUND, INC., UNITED TAX-MANAGED EQUITY
FUND, INC., UNITED VANGUARD FUND, INC., TARGET/UNITED FUNDS, INC. AND WADDELL &
REED 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: February 9, 2000 /s/Robert L. Hechler
--------------------------
Robert L. Hechler, President
/s/Keith A. Tucker Chairman of the Board February 9, 2000
------------------- -----------------
Keith A. Tucker
/s/Robert L. Hechler President, Principal February 9, 2000
-------------------- Financial Officer and -----------------
Robert L. Hechler Director
/s/Henry J. Herrmann Vice President and February 9, 2000
-------------------- Director -----------------
Henry J. Herrmann
<PAGE>
/s/Theodore W. Howard Vice President, Treasurer February 9, 2000
-------------------- and Principal Accounting -----------------
Theodore W. Howard Officer
/s/James M. Concannon Director February 9, 2000
-------------------- -----------------
James M. Concannon
/s/John A. Dillingham Director February 9, 2000
-------------------- -----------------
John A. Dillingham
/s/David P. Gardner Director February 9, 2000
------------------- -----------------
David P. Gardner
/s/Linda K. Graves Director February 9, 2000
-------------------- -----------------
Linda K. Graves
/s/Joseph Harroz, Jr. Director February 9, 2000
-------------------- -----------------
Joseph Harroz, Jr.
/s/John F. Hayes Director February 9, 2000
-------------------- -----------------
John F. Hayes
/s/Glendon E. Johnson Director February 9, 2000
-------------------- -----------------
Glendon E. Johnson
/s/William T. Morgan Director February 9, 2000
-------------------- -----------------
William T. Morgan
<PAGE>
/s/Ronald C. Reimer Director February 9, 2000
-------------------- -----------------
Ronald C. Reimer
/s/Frank J. Ross, Jr. Director February 9, 2000
-------------------- -----------------
Frank J. Ross, Jr.
/s/Eleanor B. Schwartz Director February 9, 2000
-------------------- -----------------
Eleanor B. Schwartz
/s/Frederick Vogel III Director February 9, 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 28th day of June, 2000.
UNITED NEW CONCEPTS 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 June 28, 2000
---------------------- ----------------
Keith A. Tucker
/s/Robert L. Hechler* President, Principal June 28, 2000
---------------------- Financial Officer and ----------------
Robert L. Hechler Director
/s/Henry J. Herrmann* Vice President and June 28, 2000
---------------------- Director ----------------
Henry J. Herrmann
/s/Theodore W. Howard* Vice President, Treasurer June 28, 2000
---------------------- and Principal Accounting ----------------
Theodore W. Howard Officer
/s/James M. Concannon* Director June 28, 2000
------------------ ----------------
James M. Concannon
/s/John A. Dillingham* Director June 28, 2000
------------------ ----------------
John A. Dillingham
<PAGE>
/s/David P. Gardner* Director June 28, 2000
------------------ ----------------
David P. Gardner
/s/Linda K. Graves* Director June 28, 2000
------------------ ----------------
Linda K. Graves
/s/Joseph Harroz, Jr.* Director June 28, 2000
------------------ ----------------
Joseph Harroz, Jr.
/s/John F. Hayes* Director June 28, 2000
------------------- ----------------
John F. Hayes
/s/Glendon E. Johnson* Director June 28, 2000
------------------- ----------------
Glendon E. Johnson
/s/William T. Morgan* Director June 28, 2000
------------------- ----------------
William T. Morgan
/s/Ronald C. Reimer* Director June 28, 2000
------------------ ----------------
Ronald C. Reimer
/s/Frank J. Ross, Jr.* Director June 28, 2000
------------------ ----------------
Frank J. Ross, Jr.
/s/Eleanor B Schwartz* Director June 28, 2000
------------------- ----------------
Eleanor B. Schwartz
/s/Frederick Vogel III* Director June 28, 2000
------------------- ----------------
Frederick Vogel III
*By /s/Kristen A. Richards
-------------------------
Kristen A. Richards
Attorney-in-Fact
ATTEST:/s/Daniel C. Schulte
---------------------------
Daniel C. Schulte
Assistant Secretary
