<PAGE>
485BPOS File No. 33-715
File No. 811-4427
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. 24
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
OF 1940 X
Amendment No. 24
UNITED MUNICIPAL HIGH INCOME FUND, INC.
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(Exact Name as Specified in Charter)
6300 Lamar Avenue, Shawnee Mission, Kansas 66202-4200
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(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number, including Area Code (913) 236-2000
Kristen A. Richards, P. O. Box 29217, Shawnee Mission, Kansas 66201-9217
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(Name and Address of Agent for Service)
It is proposed that this filing will become effective
_____ immediately upon filing pursuant to paragraph (b)
__X__ on 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 ended September 30, 1999 was filed on December 16, 1999.
<PAGE>
PROSPECTUS
JUNE 30, 2000
WADDELL & REED ADVISORS FUNDS
FIXED INCOME &
MONEY MARKET FUNDS
Bond Fund [GRAPHIC]
Government Securities Fund
High Income Fund
High Income Fund II
Municipal Bond Fund [GRAPHIC]
Municipal High Income Fund
Cash Management
THE SECURITIES AND EXCHANGE COMMISSION
HAS NOT APPROVED OR DISAPPROVED THE [LOGO]
FUNDS' SECURITIES, OR DETERMINED
WHETHER THIS PROSPECTUS IS ACCURATE OR
ADEQUATE. IT IS A CRIMINAL OFFENSE
TO STATE OTHERWISE.
<PAGE>
CONTENTS
[GRAPHIC]
3 An Overview of the Funds
3 Bond Fund
9 Government Securities Fund
14 High Income Fund
14 High Income Fund II
24 Municipal Bond Fund
30 Municipal High Income Fund
37 Cash Management
42 The Investment Principles of the Funds
52 Your Account
75 The Management of the Funds
78 Financial Highlights
2
<PAGE>
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AN OVERVIEW OF THE FUND
[GRAPHIC] GOAL
WADDELL & REED ADVISORS
BOND FUND
(FORMERLY UNITED BOND FUND) SEEKS A REASONABLE RETURN WITH EMPHASIS ON
PRESERVATION OF CAPITAL.
PRINCIPAL STRATEGIES
Bond Fund seeks to achieve its goal by investing primarily in domestic debt
securities usually of investment grade (rated BBB and higher by Standard &
Poor's ("S&P") and Baa and higher by Moody's Investors Service, Inc. ("MIS")).
The Fund has no limitations regarding the maturity duration or dollar weighted
average of its holdings. In selecting the debt securities for the Fund's
portfolio, Waddell & Reed Investment Management Company ("WRIMCO"), the Fund's
investment manager, considers yield and relative safety and, in the case of
convertible securities, the possibility of capital growth. The Fund can invest
in securities of companies of any size.
In selecting debt securities for the Fund, WRIMCO may look at many factors.
These include the issuer's past, present and estimated future:
- financial strength;
- cash flow;
- management;
- borrowing requirements; and
- responsiveness to changes in interest rates and business conditions.
As well, WRIMCO considers the maturity of the obligation and the size or nature
of the bond issue.
3
<PAGE>
In general, in determining whether to sell a security, WRIMCO uses the same type
of analysis that it uses in buying securities. For example, WRIMCO may sell a
holding if the issuer's financial strength weakens and/or the yield and relative
safety of the security declines. WRIMCO may also sell a security to take
advantage of more attractive investment opportunities or to raise cash.
PRINCIPAL RISKS OF INVESTING IN THE FUND
Because Bond Fund owns different types of securities, a variety of factors can
affect its investment performance, such as:
- prepayment of higher-yielding bonds held by the Fund;
- the earnings performance, credit quality and other conditions of the
companies whose securities the Fund holds;
- changes in the maturities of bonds owned by the Fund;
- WRIMCO's skill in evaluating and managing the interest rate and credit
risks of the Fund's portfolio; and
- adverse bond and stock market conditions, sometimes in response to general
economic or industry news, that may cause the prices of the Fund's holdings
to fall as part of a broad market decline.
As with any mutual fund, the value of the Fund's shares will change, and you
could lose money on your investment. An investment in the Fund is not a bank
deposit and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.
WHO MAY WANT TO INVEST
Bond Fund is designed for investors who primarily seek current income while
also seeking to preserve investment principal. You should consider whether
the Fund fits your particular investment objectives.
4
<PAGE>
[GRAPHIC]
-------------------------------------------------------------------------------
PERFORMANCE
BOND FUND
The bar chart and performance table below provide some indication of the risks
of investing in the Fund by showing changes in the Fund's performance from year
to year and by showing how the Fund's average annual total returns for the
periods shown compare with those of a broad measure of market performance and a
peer group average.
- The bar chart presents the average annual total returns for Class A and shows
how performance has varied from year to year over the past ten calendar
years.
- The bar chart does not reflect any sales charge that you may be required to
pay upon purchase of the Fund's Class A shares. If the sales charge was
included, the returns would be less than those shown.
- The performance table shows average annual total returns for each class and
compares them to the market indicators listed.
- The bar chart and the performance table assume payment of dividends and other
distributions in shares. As with all mutual funds, the Fund's past
performance does not necessarily indicate how it will perform in the future.
[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>
4.24% 17.76% 7.84% 13.19% -5.76% 20.50% 3.20% 9.77% 7.27% -1.08%
========================================================================================
</TABLE>
IN THE PERIOD SHOWN IN THE CHART, THE HIGHEST QUARTERLY RETURN WAS 7.11% (THE
THIRD QUARTER OF 1991) AND THE LOWEST QUARTERLY RETURN WAS -7.37% (THE FIRST
QUARTER OF 1997). THE CLASS A RETURN FOR THE YEAR THROUGH MARCH 31, 2000 WAS
2.32%.
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 BOND FUND -6.77% 6.42% 6.84%
------------------------------------------------------------------------------------
Salomon Brothers Broad
Investment Grade Index -0.83% 7.74% 7.75%
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Lipper Corporate Debt Funds
A-Rated Universe Average -2.61% 6.90% 7.30%
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CLASS B SHARES OF BOND FUND -4.64%
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Salomon Brothers Broad
Investment Grade Index -0.83% 7.74% 7.75% -0.16%
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Lipper Corporate Debt Funds
A-Rated Universe Average -2.61% 6.90% 7.30% -0.45%
------------------------------------------------------------------------------------
CLASS C SHARES OF BOND FUND -0.86%
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Salomon Brothers Broad
Investment Grade Index -0.83% 7.74% 7.75% -0.16%
------------------------------------------------------------------------------------
Lipper Corporate Debt Funds
A-Rated Universe Average -2.61% 6.90% 7.30% -0.45%
------------------------------------------------------------------------------------
CLASS Y SHARES OF BOND FUND -0.81% 5.93%
------------------------------------------------------------------------------------
Salomon Brothers Broad
Investment Grade Index -0.83% 7.74% 7.75% 6.04%
------------------------------------------------------------------------------------
Lipper Corporate Debt Funds
A-Rated Universe Average -2.61% 6.90% 7.30% 5.09%
------------------------------------------------------------------------------------
</TABLE>
THE INDEX SHOWN IS A BROAD-BASED, SECURITIES MARKET INDEX THAT IS UNMANAGED. THE
LIPPER AVERAGE IS A COMPOSITE OF MUTUAL FUNDS WITH GOALS SIMILAR TO THE GOAL OF
THE FUND.
(1) SINCE SEPTEMBER 9, 1999 FOR CLASS B SHARES, SEPTEMBER 9, 1999 FOR CLASS C
SHARES AND JUNE 19, 1995 FOR CLASS Y SHARES. BECAUSE EACH CLASS COMMENCED
OPERATIONS ON A DATE OTHER THAN AT THE END OF A MONTH, AND PARTIAL MONTH
CALCULATIONS OF THE PERFORMANCE OF THE ABOVE INDEX ARE NOT AVAILABLE, INDEX
PERFORMANCE IS CALCULATED FROM SEPTEMBER 30, 1999, SEPTEMBER 30, 1999, AND
JUNE 30, 1995, RESPECTIVELY.
6
<PAGE>
[GRAPHIC]
--------------------------------------------------------------------------------
FEES AND EXPENSES
BOND FUND
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund:
<TABLE>
<CAPTION>
SHAREHOLDER FEES
(FEES PAID DIRECTLY FROM CLASS A CLASS B CLASS C CLASS Y
YOUR INVESTMENT) SHARES SHARES SHARES SHARES
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MAXIMUM SALES CHARGE
(LOAD) IMPOSED ON
PURCHASES (AS A PERCENTAGE
OF OFFERING PRICE) 5.75% None None None
--------------------------------------------------------------------------------
MAXIMUM DEFERRED
SALES CHARGE (LOAD)(1)
(AS A PERCENTAGE OF LESSER
OF AMOUNT INVESTED OR
REDEMPTION VALUE) None(2) 5% 1% None
================================================================================
<CAPTION>
ANNUAL FUND OPERATING EXPENSES(3)
(EXPENSES THAT ARE DEDUCTED CLASS A CLASS B CLASS C CLASS Y
FROM FUND ASSETS) SHARES SHARES SHARES SHARES
--------------------------------------------------------------------------------
MANAGEMENT FEES 0.52% 0.52% 0.52% 0.52%
--------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE
(12b-1) FEES 0.25% 1.00% 1.00% None
--------------------------------------------------------------------------------
OTHER EXPENSES 0.23% 0.39% 0.48% 0.21%
--------------------------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 1.00% 1.91% 2.00% 0.73%
================================================================================
</TABLE>
(1) THE CONTINGENT DEFERRED SALES CHARGE ("CDSC"), WHICH IS IMPOSED ON
THE LESSER OF AMOUNT INVESTED OR REDEMPTION VALUE OF CLASS B SHARES,
DECLINES FROM 5% FOR REDEMPTIONS MADE WITHIN THE FIRST YEAR OF
PURCHASE, TO 4% FOR REDEMPTIONS MADE WITHIN THE SECOND YEAR, TO 3% FOR
REDEMPTIONS MADE WITHIN THE THIRD AND FOURTH YEARS, TO 2% FOR
REDEMPTIONS MADE WITHIN THE FIFTH YEAR, TO 1% FOR REDEMPTIONS MADE
WITHIN THE SIXTH YEAR AND TO 0% FOR REDEMPTIONS MADE AFTER THE SIXTH
YEAR. FOR CLASS C SHARES, A 1% CDSC APPLIES TO THE LESSER OF AMOUNT
INVESTED OR REDEMPTION VALUE OF CLASS C SHARES REDEEMED WITHIN TWELVE
MONTHS AFTER PURCHASE. SOLELY FOR PURPOSES OF DETERMINING THE NUMBER OF
MONTHS OR YEARS FROM THE TIME OF ANY PAYMENT FOR THE PURCHASE OF
SHARES, ALL PAYMENTS DURING A MONTH ARE TOTALED AND DEEMED TO HAVE BEEN
MADE ON THE FIRST DAY OF THE MONTH.
(2) A 1% CDSC MAY BE IMPOSED ON PURCHASES OF $2 MILLION OR MORE OF CLASS
A SHARES THAT ARE REDEEMED WITHIN TWELVE MONTHS OF PURCHASE.
(3) 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 $671 $875 $1,096 $1,729
--------------------------------------------------------------------------------
Class B Shares $594 $901 $1,134 $1,998(1)
--------------------------------------------------------------------------------
Class C Shares $303 $626 $1,076 $2,324
--------------------------------------------------------------------------------
Class Y Shares $ 75 $233 $ 406 $ 906
--------------------------------------------------------------------------------
IF SHARES ARE NOT REDEEMED
AT END OF PERIOD: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------------------------------------
Class A Shares $671 $875 $1,096 $1,729
--------------------------------------------------------------------------------
Class B Shares $194 $601 $1,034 $1,998(1)
--------------------------------------------------------------------------------
Class C Shares $203 $626 $1,076 $2,324
--------------------------------------------------------------------------------
Class Y Shares $ 75 $233 $ 406 $ 906
================================================================================
</TABLE>
(1) REFLECTS ANNUAL OPERATING EXPENSES OF CLASS A AFTER CONVERSION OF CLASS B
SHARES INTO CLASS A SHARES 8 YEARS AFTER THE MONTH IN WHICH THE SHARES WERE
PURCHASED.
8
<PAGE>
--------------------------------------------------------------------------------
AN OVERVIEW OF THE FUND
[GRAPHIC]
WADDELL & REED ADVISORS
GOVERNMENT SECURITIES FUND
(FORMERLY UNITED GOVERNMENT SECURITIES FUND) SEEKS AS HIGH A CURRENT INCOME AS
IS CONSISTENT WITH SAFETY OF PRINCIPAL.
PRINCIPAL STRATEGIES
Government Securities Fund seeks to achieve its goal by investing exclusively in
debt securities issued or guaranteed by the U.S. Government or its agencies or
instrumentalities ("U.S. Government securities"). The Fund invests in a
diversified portfolio of U.S. Government securities, including treasury issues
and mortgage-backed securities. The Fund has no limitations on the range of
maturities of the debt securities in which it may invest.
PRINCIPAL RISKS OF INVESTING IN THE FUND
Because Government Securities Fund owns different types of fixed-income
instruments, a variety of factors can affect its investment performance, such
as:
- an increase in interest rates, which may cause the value of the Fund's
fixed-income securities, especially bonds with longer maturities, to decline;
- adverse bond and stock market conditions, sometimes in response to general
economic or industry news, that may cause the prices of the Fund's holdings
to fall as part of a broad market decline;
- prepayment of higher-yielding bonds and mortgage-backed securities; and
- WRIMCO's skill in evaluating and selecting securities for the Fund.
As with any mutual fund, the value of the Fund's shares will change and you
could lose money on your investment. An investment in the Fund is not a bank
deposit and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency. As well, not all U.S. Government
securities are backed by the full faith and credit of the United States.
WHO MAY WANT TO INVEST
Government Securities Fund is designed for investors who seek current income and
the relative security of investing in U.S. Government securities. You should
consider whether the Fund fits your particular investment objectives.
9
<PAGE>
[GRAPHIC]
--------------------------------------------------------------------------------
PERFORMANCE
GOVERNMENT SECURITIES FUND
The bar chart and performance table below provide some indication of the risks
of investing in the Fund by showing changes in the Fund's performance from year
to year and by showing how the Fund's average annual total returns for the
periods shown compare with those of a broad measure of market performance and a
peer group average.
- The bar chart presents the average annual total returns for Class A and shows
how performance has varied from year to year over the past ten calendar
years.
- The bar chart does not reflect any sales charge that you may be required to
pay upon purchase of the Fund's Class A shares. If the sales charge was
included, the returns would be less than those shown.
- The performance table shows average annual total returns for each class and
compares them to the market indicators listed.
- The bar chart and the performance table assume payment of dividends and other
distributions in shares. As with all mutual funds, the Fund's past
performance does not necessarily indicate how it will perform in the future.
Note that the performance information in the bar chart and performance table is
based on calendar-year periods, while the information shown in the Financial
Highlights section of this Prospectus and in the Fund's shareholder reports is
based on the Fund's fiscal year.
[CHART]
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>
7.27% 16.07% 7.54% 9.99% -3.88% 19.30% 1.77% 9.16% 7.49% -0.64%
========================================================================================================
</TABLE>
IN THE PERIOD SHOWN IN THE CHART, THE HIGHEST QUARTERLY RETURN WAS 6.81% (THE
THIRD QUARTER OF 1991) AND THE LOWEST QUARTERLY RETURN WAS -3.32% (THE FIRST
QUARTER OF 1994). THE CLASS A RETURN FOR THE YEAR THROUGH MARCH 31, 2000 WAS
2.19%.
10
<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
GOVERNMENT SECURITIES FUND -4.86% 6.27% 6.76%
-----------------------------------------------------------------------------------------
Salomon Brothers Treasury/
Government Sponsored/
Mortgage Bond Index -0.59% 7.66% 7.64%
-----------------------------------------------------------------------------------------
Lipper General U. S.
Government Funds
Universe Average -3.02% 6.50% 6.63%
-----------------------------------------------------------------------------------------
CLASS B SHARES OF
GOVERNMENT SECURITIES FUND -5.09%
-----------------------------------------------------------------------------------------
Salomon Brothers Treasury/
Government Sponsored/
Mortgage Bond Index -0.59% 7.66% 7.64% -0.52%
-----------------------------------------------------------------------------------------
Lipper General U. S.
Government Funds
Universe Average -3.02% 6.50% 6.63% -0.82%
-----------------------------------------------------------------------------------------
CLASS C SHARES OF
GOVERNMENT SECURITIES FUND -0.87%
-----------------------------------------------------------------------------------------
Salomon Brothers Treasury/
Government Sponsored/
Mortgage Bond Index -0.59% 7.66% 7.64% -0.52%
-----------------------------------------------------------------------------------------
Lipper General U. S.
Government Funds
Universe Average -3.02% 6.50% 6.63% -0.82%
-----------------------------------------------------------------------------------------
CLASS Y SHARES OF
GOVERNMENT SECURITIES FUND -0.28% 5.73%
-----------------------------------------------------------------------------------------
Salomon Brothers Treasury/
Government Sponsored/
Mortgage Bond Index -0.59% 7.66% 7.64% 5.96%
-----------------------------------------------------------------------------------------
Lipper General U. S.
Government Funds
Universe Average -3.02% 6.50% 6.63% 4.69%
=========================================================================================
</TABLE>
THE INDEX SHOWN IS A BROAD-BASED, SECURITIES MARKET INDEX THAT IS UNMANAGED. THE
LIPPER AVERAGE IS A COMPOSITE OF MUTUAL FUNDS WITH GOALS SIMILAR TO THE GOAL OF
THE FUND.
(1) SINCE OCTOBER 4, 1999 FOR CLASS B SHARES, OCTOBER 8, 1999 FOR CLASS C SHARES
AND SEPTEMBER 27, 1995 FOR CLASS Y SHARES. BECAUSE EACH CLASS COMMENCED
OPERATIONS ON A DATE OTHER THAN AT THE END OF A MONTH, AND PARTIAL MONTH
CALCULATIONS OF THE PERFORMANCE OF THE INDEX (INCLUDING INCOME) ARE NOT
AVAILABLE, PERFORMANCE OF THE INDEX IS FROM OCTOBER 31, 1999, OCTOBER 31,
1999 AND SEPTEMBER 30, 1995, RESPECTIVELY.
11
<PAGE>
[GRAPHIC]
--------------------------------------------------------------------------------
FEES AND EXPENSES
GOVERNMENT SECURITIES FUND
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.
<TABLE>
<CAPTION>
SHAREHOLDER FEES
(FEES PAID DIRECTLY FROM CLASS A CLASS B CLASS C CLASS Y
YOUR INVESTMENT) SHARES SHARES SHARES SHARES
------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MAXIMUM SALES CHARGE
(LOAD) IMPOSED ON
PURCHASES (AS A PERCENTAGE
OF OFFERING PRICE) 4.25% None None None
------------------------------------------------------------------------------
MAXIMUM DEFERRED
SALES CHARGE (LOAD)(1)
(AS A PERCENTAGE OF LESSER
OF AMOUNT INVESTED OR
REDEMPTION VALUE) None(2) 5% 1% None
------------------------------------------------------------------------------
<CAPTION>
ANNUAL FUND OPERATING EXPENSES(3)
(EXPENSES THAT ARE DEDUCTED CLASS A CLASS B CLASS C CLASS Y
FROM FUND ASSETS) SHARES SHARES SHARES SHARES
------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MANAGEMENT FEES 0.50% 0.50% 0.50% 0.50%
------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE
(12b-1) FEES 0.25% 1.00% 1.00% None
------------------------------------------------------------------------------
OTHER EXPENSES 0.40% 0.40% 0.60% 0.30%
------------------------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 1.15% 1.90% 2.10% 0.80%
================================================================================
</TABLE>
(1) THE CDSC, WHICH IS IMPOSED ON THE LESSER OF AMOUNT INVESTED OR REDEMPTION
VALUE OF CLASS B SHARES, DECLINES FROM 5% FOR REDEMPTIONS MADE WITHIN THE
FIRST YEAR OF PURCHASE, TO 4% FOR REDEMPTIONS MADE WITHIN THE SECOND YEAR,
TO 3% FOR REDEMPTIONS MADE WITHIN THE THIRD AND FOURTH YEARS, TO 2% FOR
REDEMPTIONS MADE WITHIN THE FIFTH YEAR, TO 1% FOR REDEMPTIONS MADE WITHIN
THE SIXTH YEAR AND TO 0% FOR REDEMPTIONS MADE AFTER THE SIXTH YEAR. FOR
CLASS C SHARES, A 1% CDSC APPLIES TO THE LESSER OF AMOUNT INVESTED OR
REDEMPTION VALUE OF CLASS C SHARES REDEEMED WITHIN TWELVE MONTHS AFTER
PURCHASE. SOLELY FOR PURPOSES OF DETERMINING THE NUMBER OF MONTHS OR YEARS
FROM THE TIME OF ANY PAYMENT FOR THE PURCHASE OF SHARES, ALL PAYMENTS DURING
A MONTH ARE TOTALED AND DEEMED TO HAVE BEEN MADE ON THE FIRST DAY OF THE
MONTH.
(2) A 1% CDSC MAY BE IMPOSED ON PURCHASES OF $2 MILLION OR MORE OF CLASS A
SHARES THAT ARE REDEEMED WITHIN TWELVE MONTHS OF PURCHASE.
(3) 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.
12
<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 $537 $775 $1,031 $1,763
------------------------------------------------------------------------------
Class B Shares $593 $897 $1,126 $2,025(1)
------------------------------------------------------------------------------
Class C Shares $313 $658 $1,129 $2,431
------------------------------------------------------------------------------
Class Y Shares $ 82 $255 $ 444 $ 990
------------------------------------------------------------------------------
<CAPTION>
IF SHARES ARE NOT REDEEMED
AT END OF PERIOD: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Shares $537 $775 $1,031 $1,763
------------------------------------------------------------------------------
Class B Shares $193 $597 $1,026 $2,025(1)
------------------------------------------------------------------------------
Class C Shares $213 $658 $1,129 $2,431
------------------------------------------------------------------------------
Class Y Shares $ 82 $255 $ 444 $ 990
==============================================================================
</TABLE>
(1) REFLECTS ANNUAL OPERATING EXPENSES OF CLASS A AFTER CONVERSION OF CLASS B
SHARES INTO CLASS A SHARES 8 YEARS AFTER THE MONTH IN WHICH THE SHARES WERE
PURCHASED.
13
<PAGE>
--------------------------------------------------------------------------------
AN OVERVIEW OF THE FUNDS
[GRAPHIC]
WADDELL & REED ADVISORS HIGH INCOME FUND
WADDELL & REED ADVISORS HIGH INCOME FUND II
(FORMERLY UNITED HIGH INCOME FUND AND UNITED HIGH INCOME FUND II) SEEK, AS A
PRIMARY GOAL, A HIGH LEVEL OF CURRENT INCOME. AS A SECONDARY GOAL, THE FUNDS
SEEK CAPITAL GROWTH WHEN CONSISTENT WITH THEIR PRIMARY GOAL.
PRINCIPAL STRATEGIES
High Income Fund and High Income Fund II seek to achieve their goals by
investing primarily in a diversified portfolio of high-yield, high-risk,
fixed-income securities the risks of which are, in the judgment of WRIMCO,
consistent with the Funds' goals. The Funds can invest in companies of any size.
The Funds invest primarily in the lower quality bonds, commonly called junk
bonds, that are rated BB and below by S&P or Ba and below by MIS or, if unrated,
deemed by WRIMCO to be of comparable quality. The Funds may invest an unlimited
amount of their respective total assets in junk bonds. As well, the Funds may
invest in bonds of any maturity.
The Funds may each invest up to 20% of their respective total assets in common
stock in order to seek capital growth. The Funds will emphasize a blend of value
and growth in their selection of common stock. Value stocks are those whose
earnings WRIMCO believes are currently selling below their true worth. Growth
stocks are those whose earnings WRIMCO believes are likely to grow faster than
the economy.
WRIMCO may look at a number of factors in selecting securities for the Funds.
These include an issuer's past, current and estimated future:
- financial strength;
- cash flow;
- management;
- borrowing requirements; and
- responsiveness to changes in interest rates and business conditions.
In general, in determining whether to sell a debt security, WRIMCO uses the same
type of analysis that it uses in buying debt securities. For example,
14
<PAGE>
WRIMCO may sell a holding if the issuer's financial strength declines to an
unacceptable level or management of the company weakens. As well, WRIMCO may
choose to sell an equity security if the issuer's growth potential has
diminished. WRIMCO may also sell a security to take advantage of more attractive
investment opportunities or to raise cash.
PRINCIPAL RISKS OF INVESTING IN THE FUNDS
Because High Income Fund and High Income Fund II own different types of
securities, a variety of factors can affect their investment performance, such
as:
- the earnings performance, credit quality and other conditions of the
companies whose securities the Funds hold;
- the susceptibility of junk bonds to greater risks of non-payment or default,
price volatility and lack of liquidity compared to higher-rated bonds;
- an increase in interest rates, which may cause the value of a bond held by
either Fund, especially bonds with longer maturities, to decline;
- changes in the maturities of bonds owned by the Funds;
- adverse bond and stock market conditions, sometimes in response to general
economic or industry news, that may cause the prices of the Funds' holdings
to fall as part of a broad market decline; and
- WRIMCO's skill in evaluating and managing the interest rate and credit risks
of the Funds' portfolios.
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 each Fund's shares will change, and you
could lose money on your investment. An investment in each Fund is not a bank
deposit and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.
WHO MAY WANT TO INVEST
High Income Fund and High Income Fund II are designed for investors who
primarily seek a level of current income that is higher than is normally
available with securities in the higher rated categories and, secondarily, seek
capital growth where consistent with the goal of income. The Funds are not
suitable for all investors. You should consider whether either Fund fits your
particular investment objectives.
15
<PAGE>
[GRAPHIC]
--------------------------------------------------------------------------------
PERFORMANCE
HIGH INCOME FUND
The bar chart and performance table below provide some indication of the risks
of investing in the Fund by showing changes in the Fund's performance from year
to year and by showing how the Fund's average annual total returns for the
periods shown compare with those of a broad measure of market performance and a
peer group average.
- The bar chart presents the average annual total returns for Class A and shows
how performance has varied from year to year over the past ten calendar
years.
- The bar chart does not reflect any sales charge that you may be required to
pay upon purchase of the Fund's Class A shares. If the sales charge was
included, the returns would be less than those shown.
- The performance table shows average annual total returns for each class and
compares them to the market indicators listed.
- The bar chart and the performance table assume payment of dividends and other
distributions in shares. As with all mutual funds, the Fund's past
performance does not necessarily indicate how it will perform in the future.
Note that the performance information in the bar chart and performance table is
based on calendar-year periods, while the information shown in the Financial
Highlights section of this Prospectus and in the Fund's shareholder reports is
based on the Fund's fiscal year.
[CHART]
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>
-14.97% 37.45% 16.33% 17.69% -3.66% 17.80% 11.88% 14.32% 3.88% 2.92%
==========================================================================================================
</TABLE>
IN THE PERIOD SHOWN IN THE CHART, THE HIGHEST QUARTERLY RETURN WAS 12.12% (THE
FIRST QUARTER OF 1991) AND THE LOWEST QUARTERLY RETURN WAS -7.59% (THE THIRD
QUARTER OF 1990). THE CLASS A RETURN FOR THE YEAR THROUGH MARCH 31, 2000 WAS
-1.73%.
16
<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
HIGH INCOME FUND -3.00% 8.71% 8.93%
-----------------------------------------------------------------------------------------
Salomon Brothers High Yield
Market Index 1.73% 9.71% 10.94%
-----------------------------------------------------------------------------------------
Salomon Brothers High Yield
Composite Index 1.24% 10.39% 11.35%
-----------------------------------------------------------------------------------------
Lipper High Current Yield Funds
Universe Average 4.53% 8.84% 10.03%
-----------------------------------------------------------------------------------------
CLASS B SHARES OF
HIGH INCOME FUND -2.38%
-----------------------------------------------------------------------------------------
Salomon Brothers High Yield
Market Index 1.73% 9.71% 10.94% 2.42%
-----------------------------------------------------------------------------------------
Salomon Brothers High Yield
Composite Index 1.24% 10.39% 11.35% 2.70%
-----------------------------------------------------------------------------------------
Lipper High Current Yield Funds
Universe Average 4.53% 8.84% 10.03% 2.78%
-----------------------------------------------------------------------------------------
CLASS C SHARES OF
HIGH INCOME FUND 1.62%
-----------------------------------------------------------------------------------------
Salomon Brothers High Yield
Market Index 1.73% 9.71% 10.94% 2.42%
-----------------------------------------------------------------------------------------
Salomon Brothers High Yield
Composite Index 1.24% 10.39% 11.35% 2.70%
-----------------------------------------------------------------------------------------
Lipper High Current Yield Funds
Universe Average 4.53% 8.84% 10.03% 2.78%
-----------------------------------------------------------------------------------------
CLASS Y SHARES OF
HIGH INCOME FUND 3.15% 8.17%
-----------------------------------------------------------------------------------------
Salomon Brothers High Yield
Market Index 1.73% 9.71% 10.94% 7.34%
-----------------------------------------------------------------------------------------
Salomon Brothers High Yield
Composite Index 1.24% 10.39% 11.35% 7.57%
-----------------------------------------------------------------------------------------
Lipper High Current Yield Funds
Universe Average 4.53% 8.84% 10.03% 7.02%
=========================================================================================
</TABLE>
THE INDEXES SHOWN ARE BROAD-BASED, SECURITIES MARKET INDEXES THAT ARE UNMANAGED.
THE SALOMON BROTHERS HIGH YIELD MARKET INDEX WILL REPLACE THE SALOMON BROTHERS
HIGH YIELD COMPOSITE INDEX. WRIMCO BELIEVES THAT THE NEW INDEX PROVIDES A MORE
ACCURATE BASIS FOR COMPARING THE FUND'S PERFORMANCE TO THE TYPES OF SECURITIES
IN WHICH THE FUND INVESTS. BOTH INDEXES ARE PRESENTED FOR COMPARISON PURPOSES.
THE LIPPER AVERAGE IS A COMPOSITE OF MUTUAL FUNDS WITH GOALS SIMILAR TO THE
GOALS OF THE FUND.
(1) SINCE OCTOBER 4, 1999 FOR CLASS B SHARES, OCTOBER 4, 1999 FOR CLASS C SHARES
AND JANUARY 4, 1996 FOR CLASS Y SHARES. BECAUSE EACH CLASS COMMENCED
OPERATIONS ON A DATE OTHER THAN AT THE END OF A MONTH, AND PARTIAL MONTH
CALCULATIONS OF THE PERFORMANCE OF THE INDEXES (INCLUDING INCOME) ARE NOT
AVAILABLE, INDEX PERFORMANCE IS FROM OCTOBER 31, 1999, OCTOBER 31, 1999 AND
DECEMBER 31, 1995, RESPECTIVELY.
17
<PAGE>
[GRAPHIC]
--------------------------------------------------------------------------------
FEES AND EXPENSES
HIGH INCOME FUND
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund:
<TABLE>
<CAPTION>
SHAREHOLDER FEES
(FEES PAID DIRECTLY FROM CLASS A CLASS B CLASS C CLASS Y
YOUR INVESTMENT) SHARES SHARES SHARES SHARES
------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MAXIMUM SALES CHARGE
(LOAD) IMPOSED ON
PURCHASES (AS A PERCENTAGE
OF OFFERING PRICE) 5.75% None None None
------------------------------------------------------------------------------
MAXIMUM DEFERRED
SALES CHARGE (LOAD)(1)
(AS A PERCENTAGE OF LESSER
OF AMOUNT INVESTED OR
REDEMPTION VALUE) None(2) 5% 1% None
==============================================================================
<CAPTION>
ANNUAL FUND OPERATING EXPENSES(3)
(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 0.61% 0.61% 0.61% 0.61%
------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE
(12b-1) FEES 0.25% 1.00% 1.00% None
------------------------------------------------------------------------------
OTHER EXPENSES 0.20% 0.38% 0.31% 0.20%
------------------------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 1.06% 1.99% 1.92% 0.81%
==============================================================================
</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.
18
<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 $677 $893 $1,126 $1,795
------------------------------------------------------------------------------
Class B Shares $602 $924 $1,173 $2,074(1)
------------------------------------------------------------------------------
Class C Shares $295 $603 $1,037 $2,243
------------------------------------------------------------------------------
Class Y Shares $ 83 $259 $ 450 $1,002
------------------------------------------------------------------------------
<CAPTION>
IF SHARES ARE NOT REDEEMED
AT END OF PERIOD: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Shares $677 $893 $1,126 $1,795
------------------------------------------------------------------------------
Class B Shares $202 $624 $1,073 $2,074(1)
------------------------------------------------------------------------------
Class C Shares $195 $603 $1,037 $2,243
------------------------------------------------------------------------------
Class Y Shares $ 83 $259 $ 450 $1,002
==============================================================================
</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.
19
<PAGE>
[GRAPHIC]
--------------------------------------------------------------------------------
PERFORMANCE
HIGH INCOME FUND II
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>
-5.29% 31.31% 15.23% 17.39% -4.07% 16.88% 11.93% 14.97% 2.69% 1.45%
==========================================================================================================
</TABLE>
IN THE PERIOD SHOWN IN THE CHART, THE HIGHEST QUARTERLY RETURN WAS 11.52% (THE
FIRST QUARTER OF 1991) AND THE LOWEST QUARTERLY RETURN WAS -5.76% (THE THIRD
QUARTER OF 1998). THE CLASS A RETURN FOR THE YEAR THROUGH MARCH 31, 2000 WAS
-1.91%.
20
<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
HIGH INCOME FUND II -4.38% 8.11% 9.10%
-----------------------------------------------------------------------------------------
Salomon Brothers High Yield
Market Index 1.73% 9.71% 10.94%
-----------------------------------------------------------------------------------------
Salomon Brothers High Yield
Composite Index 1.24% 10.39% 11.35%
-----------------------------------------------------------------------------------------
Lipper High Current Yield
Funds Universe Average 4.53% 8.84% 10.03%
-----------------------------------------------------------------------------------------
CLASS B SHARES OF
HIGH INCOME FUND II -2.55%
-----------------------------------------------------------------------------------------
Salomon Brothers High Yield
Market Index 1.73% 9.71% 10.94% 2.42%
-----------------------------------------------------------------------------------------
Salomon Brothers High Yield
Composite Index 1.24% 10.39% 11.35% 2.70%
-----------------------------------------------------------------------------------------
Lipper High Current Yield
Funds Universe Average 4.53% 8.84% 10.03% 2.78%
-----------------------------------------------------------------------------------------
CLASS C SHARES OF
HIGH INCOME FUND II 1.45%
-----------------------------------------------------------------------------------------
Salomon Brothers High Yield
Market Index 1.73% 9.71% 10.94% 2.42%
-----------------------------------------------------------------------------------------
Salomon Brothers High Yield
Composite Index 1.24% 10.39% 11.35% 2.70%
-----------------------------------------------------------------------------------------
Lipper High Current Yield
Funds Universe Average 4.53% 8.84% 10.03% 2.78%
-----------------------------------------------------------------------------------------
CLASS Y SHARES OF
HIGH INCOME FUND II 1.76% 7.36%
-----------------------------------------------------------------------------------------
Salomon Brothers High Yield
Market Index 1.73% 9.71% 10.94% 7.08%
-----------------------------------------------------------------------------------------
Salomon Brothers High Yield
Composite Index 1.24% 10.39% 11.35% 7.41%
-----------------------------------------------------------------------------------------
Lipper High Current Yield
Funds Universe Average 4.53% 8.84% 10.03% 6.48%
=========================================================================================
</TABLE>
THE INDEXES SHOWN ARE BROAD-BASED, SECURITIES MARKET INDEXES THAT ARE UNMANAGED.
THE LIPPER AVERAGE IS A COMPOSITE OF MUTUAL FUNDS WITH GOALS SIMILAR TO THE
GOALS OF THE FUND.
(1) SINCE OCTOBER 6, 1999 FOR CLASS B SHARES, OCTOBER 6, 1999 FOR CLASS C SHARES
AND FEBRUARY 27, 1996 FOR CLASS Y SHARES. BECAUSE EACH CLASS COMMENCED
OPERATIONS ON A DATE OTHER THAN AT THE END OF A MONTH, AND PARTIAL MONTH
CALCULATIONS OF THE PERFORMANCE OF THE ABOVE INDEXES (INCLUDING INCOME) ARE
NOT AVAILABLE, INDEX PERFORMANCE IS CALCULATED FROM OCTOBER 31, 1999,
OCTOBER 31, 1999, AND FEBRUARY 29, 1996, RESPECTIVELY.
21
<PAGE>
[GRAPHIC]
--------------------------------------------------------------------------------
FEES AND EXPENSES
HIGH INCOME FUND II
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund:
<TABLE>
<CAPTION>
SHAREHOLDER FEES
(FEES PAID DIRECTLY FROM CLASS A CLASS B CLASS C CLASS Y
YOUR INVESTMENT) SHARES SHARES SHARES SHARES
------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MAXIMUM SALES CHARGE
(LOAD) IMPOSED ON
PURCHASES (AS A PERCENTAGE
OF OFFERING PRICE) 5.75% None None None
------------------------------------------------------------------------------
MAXIMUM DEFERRED
SALES CHARGE (LOAD)(1)
(AS A PERCENTAGE OF LESSER
OF AMOUNT INVESTED OR
REDEMPTION VALUE) None(2) 5% 1% None
==============================================================================
<CAPTION>
ANNUAL FUND OPERATING EXPENSES(3)
(EXPENSES THAT ARE DEDUCTED CLASS A CLASS B CLASS C CLASS Y
FROM FUND ASSETS) SHARES SHARES SHARES SHARES
------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MANAGEMENT FEES 0.63% 0.63% 0.63% 0.63%
------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE
(12b-1) FEES 0.25% 1.00% 1.00% None
------------------------------------------------------------------------------
OTHER EXPENSES 0.25% 0.25% 0.25% 0.21%
------------------------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 1.13% 1.88% 1.88% 0.84%
==============================================================================
</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.
22
<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 $683 $912 $1,159 $1,865
------------------------------------------------------------------------------
Class B Shares $590 $889 $1,114 $1,998(1)
------------------------------------------------------------------------------
Class C Shares $290 $589 $1,014 $2,196
------------------------------------------------------------------------------
Class Y Shares $ 85 $267 $ 463 $1,031
------------------------------------------------------------------------------
<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 $683 $912 $1,159 $1,865
------------------------------------------------------------------------------
Class B Shares $190 $589 $1,014 $1,998(1)
------------------------------------------------------------------------------
Class C Shares $190 $589 $1,014 $2,196
------------------------------------------------------------------------------
Class Y Shares $ 85 $267 $ 463 $1,031
==============================================================================
</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.
23
<PAGE>
--------------------------------------------------------------------------------
AN OVERVIEW OF THE FUND
[GRAPHIC]
WADDELL & REED ADVISORS
MUNICIPAL BOND FUND
(FORMERLY UNITED MUNICIPAL BOND FUND) SEEKS TO PROVIDE INCOME THAT IS NOT
SUBJECT TO FEDERAL INCOME TAX.
PRINCIPAL STRATEGY
Municipal Bond Fund seeks to achieve its goal by investing primarily in
tax-exempt municipal bonds, mainly of investment grade. The Fund may invest in
bonds of any maturity. "Municipal bonds" mean obligations the interest on which
is not includable in gross income for Federal income tax purposes. However, a
significant portion of the Fund's municipal bond interest may be subject to the
Federal alternative minimum tax ("AMT").
The Fund diversifies its holdings among two main types of municipal bonds:
- general obligation bonds, which are backed by the full faith, credit and
taxing power of the governmental authority, and
- revenue bonds, which are payable only from specific sources, such as the
revenue from a particular facility or a special tax. Revenue bonds include
certain private activity bonds ("PABs") and industrial development bonds
("IDBs"), which finance privately operated facilities.
WRIMCO, the Fund's investment manager, may look at a number of factors in
selecting securities for the Fund's portfolio. These include:
- the security's current coupon;
- the maturity of the security;
- the relative value of the security;
- the creditworthiness of the particular issuer or of the private company
involved; and
- the structure of the security, including whether it has a put or a call
feature.
In general, in determining whether to sell a security, WRIMCO uses the same type
of analysis that is used in buying securities in order to determine whether the
security continues to be a desired investment for the Fund. WRIMCO may also sell
a security to take advantage of more attractive investment opportunities or to
raise cash.
24
<PAGE>
PRINCIPAL RISKS OF INVESTING IN THE FUND
Because Municipal Bond Fund owns different types of securities, a variety of
factors can affect its investment performance, such as:
- an increase in interest rates, which may cause the value of the Fund's
fixed-income securities, especially bonds with longer maturities, to decline;
- prepayment of asset-backed securities or other higher-yielding bonds held by
the Fund ("prepayment risk");
- changes in the maturities of bonds owned by the Fund;
- the credit quality of the issuers whose securities the Fund owns or of the
private companies involved in IDB-financed projects;
- the local economic, political or regulatory environment affecting bonds owned
by the Fund;
- failure of a bond's interest to qualify as tax-exempt;
- legislation affecting the tax status of municipal bond interest;
- adverse bond and stock market conditions, sometimes in response to general
economic or industry news, that may cause the prices of the Fund's holdings to
fall as part of a broad market decline; and
- WRIMCO's skill in evaluating and managing the interest rate and credit risks
of the Fund's portfolio.
A significant portion of the Fund's municipal bond interest may subject
investors to the AMT; this would have the effect of reducing the Fund's return
to any such investor.
As with any mutual fund, the value of the Fund's shares will change, and you
could lose money on your investment. An investment in the Fund is not a bank
deposit and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.
WHO MAY WANT TO INVEST
Municipal Bond Fund is designed for investors seeking current income that is
primarily free from Federal income tax, through a diversified portfolio. You
should consider whether the Fund fits your particular investment objectives.
25
<PAGE>
[GRAPHIC]
--------------------------------------------------------------------------------
PERFORMANCE
MUNICIPAL BOND FUND
The bar chart and performance table below provide some indication of the risks
of investing in the Fund by showing changes in the Fund's performance from year
to year and by showing how the Fund's average annual total returns for the
periods shown compare with those of a broad measure of market performance and a
peer group average.
- The bar chart presents the average annual total returns for Class A and shows
how performance has varied from year to year over the past ten calendar years.
- The bar chart does not reflect any sales charge that you may be required to
pay upon purchase of the Fund's Class A shares. If the sales charge was
included, the returns would be less than those shown.
- The performance table shows average annual total returns for each class and
compares them to the market indicators listed.
- The bar chart and the performance table assume payment of dividends and other
distributions in shares. As with all mutual funds, the Fund's past performance
does not necessarily indicate how it will perform in the future.
Note that the performance information in the bar chart and performance table is
based on calendar-year periods, while the information shown in the Financial
Highlights section of this Prospectus and in the Fund's shareholder reports is
based on the Fund's fiscal year.
[CHART]
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>
5.63% 13.15% 9.53% 14.30% -7.14% 20.17% 4.12% 10.23% 5.20% -5.50%
================================================================================
</TABLE>
IN THE PERIOD SHOWN IN THE CHART, THE HIGHEST QUARTERLY RETURN WAS 8.87% (THE
FIRST QUARTER OF 1995) AND THE LOWEST QUARTERLY RETURN WAS -6.48% (THE FIRST
QUARTER OF 1994). THE CLASS A RETURN FOR THE YEAR THROUGH MARCH 31, 2000 WAS
3.19%.
26
<PAGE>
<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS
AS OF DECEMBER 31, 1999 (%) 1 YEAR 5 YEARS 10 YEARS LIFE OF CLASS(1)
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CLASS A SHARES OF
MUNICIPAL BOND FUND -9.52% 5.60% 6.23%
--------------------------------------------------------------------------------
Lehman Brothers Municipal
Bond Index -2.07% 6.92% 6.89%
--------------------------------------------------------------------------------
Lipper General Municipal
Debt Funds Universe Average -4.16% 6.06% 6.14%
--------------------------------------------------------------------------------
CLASS B SHARES OF
MUNICIPAL BOND FUND -6.88%
--------------------------------------------------------------------------------
Lehman Brothers Municipal
Bond Index -2.07% 6.92% 6.89% 0.30%
--------------------------------------------------------------------------------
Lipper General Municipal
Debt Funds Universe Average -4.16% 6.06% 6.14% -0.03%
--------------------------------------------------------------------------------
CLASS C SHARES OF
MUNICIPAL BOND FUND -3.05%
--------------------------------------------------------------------------------
Lehman Brothers Municipal
Bond Index -2.07% 6.92% 6.89% 0.30%
--------------------------------------------------------------------------------
Lipper General Municipal
Debt Funds Universe Average -4.16% 6.06% 6.14% -0.03%
--------------------------------------------------------------------------------
CLASS Y SHARES OF
MUNICIPAL BOND FUND -5.42% -5.41%
--------------------------------------------------------------------------------
Lehman Brothers Municipal
Bond Index -2.07% 6.92% 6.89% -2.07%
--------------------------------------------------------------------------------
Lipper General Municipal
Debt Funds Universe Average -4.16% 6.06% 6.14% -4.63%
================================================================================
</TABLE>
THE INDEX SHOWN IS A BROAD-BASED, SECURITIES MARKET INDEX THAT IS UNMANAGED. THE
LIPPER AVERAGE IS A COMPOSITE OF MUTUAL FUNDS WITH GOALS SIMILAR TO THE GOAL OF
THE FUND.
(1) SINCE OCTOBER 5, 1999 FOR CLASS B SHARES, OCTOBER 7, 1999 FOR CLASS C SHARES
AND DECEMBER 30, 1998 FOR CLASS Y SHARES. BECAUSE EACH CLASS COMMENCED
OPERATIONS ON A DATE OTHER THAN AT THE END OF A MONTH, AND PARTIAL MONTH
CALCULATIONS OF THE PERFORMANCE OF THE ABOVE INDEX (INCLUDING INCOME) ARE
NOT AVAILABLE, INDEX PERFORMANCE IS CALCULATED FROM OCTOBER 31, 1999,
OCTOBER 31, 1999 AND DECEMBER 31, 1998, RESPECTIVELY.
27
<PAGE>
[GRAPHIC]
--------------------------------------------------------------------------------
FEES AND EXPENSES
MUNICIPAL BOND FUND
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.
<TABLE>
<CAPTION>
SHAREHOLDER FEES
(FEES PAID DIRECTLY FROM CLASS A CLASS B CLASS C CLASS Y
YOUR INVESTMENT) SHARES SHARES SHARES SHARES
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MAXIMUM SALES CHARGE
(LOAD) IMPOSED ON
PURCHASES (AS A PERCENTAGE
OF OFFERING PRICE) 4.25% None None None
--------------------------------------------------------------------------------
MAXIMUM DEFERRED SALES
CHARGE (LOAD)(1) (AS A
PERCENTAGE OF LESSER OF
AMOUNT INVESTED OR
REDEMPTION VALUE) None(2) 5% 1% None
================================================================================
<CAPTION>
ANNUAL FUND OPERATING EXPENSES(3)
(EXPENSES THAT ARE DEDUCTED CLASS A CLASS B CLASS C CLASS Y
FROM FUND ASSETS) SHARES SHARES SHARES SHARES
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MANAGEMENT FEES 0.51% 0.51% 0.51% 0.51%
--------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE
(12b-1) FEES 0.23% 1.00% 1.00% None
--------------------------------------------------------------------------------
OTHER EXPENSES 0.11% 0.11% 0.11% 0.24%
--------------------------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 0.85% 1.62% 1.62% 0.75%
================================================================================
</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.
28
<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 $508 $685 $876 $1,429
--------------------------------------------------------------------------------
Class B Shares $565 $811 $981 $1,715(1)
--------------------------------------------------------------------------------
Class C Shares $265 $511 $881 $1,922
--------------------------------------------------------------------------------
Class Y Shares $ 77 $240 $417 $ 930
--------------------------------------------------------------------------------
<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 $508 $685 $876 $1,429
--------------------------------------------------------------------------------
Class B Shares $165 $511 $881 $1,715(1)
--------------------------------------------------------------------------------
Class C Shares $165 $511 $881 $1,922
--------------------------------------------------------------------------------
Class Y Shares $ 77 $240 $417 $ 930
================================================================================
</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.
29
<PAGE>
--------------------------------------------------------------------------------
AN OVERVIEW OF THE FUND
[GRAPHIC]
WADDELL & REED ADVISORS
MUNICIPAL HIGH INCOME FUND
(FORMERLY UNITED MUNICIPAL HIGH INCOME FUND) SEEKS TO PROVIDE A HIGH LEVEL OF
INCOME THAT IS NOT SUBJECT TO FEDERAL INCOME TAX.
PRINCIPAL STRATEGY
Municipal High Income Fund seeks to achieve its goal through a diversified
portfolio consisting mainly of tax-exempt municipal bonds. These bonds are rated
primarily in the lower tier of investment grade (BBB by S&P and Baa by MIS) or
lower, including bonds rated below investment grade, junk bonds (rated BB and
lower by S&P and Ba and lower by MIS), or, if unrated, judged by WRIMCO to be of
similar quality.
"Municipal bonds" mean obligations the interest on which is not includable in
gross income for Federal income tax purposes. The Fund diversifies its holdings
among two main types of municipal bonds:
- general obligation bonds, which are backed by the full faith, credit and
taxing power of the governmental authority, and
- revenue bonds, which are payable only from specific sources, such as the
revenue from a particular facility or a special tax. Revenue bonds, IDBs and
PABs finance privately operated facilities.
WRIMCO may look at a number of factors in selecting securities for the Fund's
portfolio. These include:
- the security's current coupon;
- the maturity of the security;
- the relative value of the security;
- the creditworthiness of the particular issuer or of the private company
involved; and
- the structure of the security, including whether it has a put or a call
feature.
In general, in determining whether to sell a security, WRIMCO uses the same type
of analysis that is used in buying securities in order to determine whether the
security continues to be a desired investment for the Fund. As
30
<PAGE>
well, WRIMCO may sell a security to take advantage of more attractive investment
opportunities or to raise cash.
The Fund may invest significantly in IDBs and PABs in general, revenue bonds
payable from similar projects and municipal bonds of issuers located in the same
geographic area.
The Fund typically invests in municipal bonds with remaining maturities of 10 to
30 years.
PRINCIPAL RISKS OF INVESTING IN THE FUND
Because Municipal High Income Fund owns different types of securities, a variety
of factors can affect its investment performance, such as:
- an increase in interest rates, which may cause the value of the Fund's
fixed-income securities, especially bonds with longer maturities, to decline;
- the credit quality of the issuers whose securities the Fund owns or of the
private companies involved in IDB or PAB financed projects;
- changes in the maturities of bonds owned by the Fund;
- prepayment of asset-backed securities or other higher-yielding bonds held by
the Fund ("prepayment risk");
- the local economic, political or regulatory environment affecting bonds owned
by the Fund;
- failure of a bond's interest to qualify as tax-exempt;
- legislation affecting the tax status of municipal bond interest;
- adverse bond and stock market conditions, sometimes in response to general
economic or industry news, that may cause the prices of the Fund's holdings to
fall as part of a broad market decline; and
- WRIMCO's skill in evaluating and managing the interest rate and credit risks
of the Fund's portfolio.
A significant portion of the Fund's municipal bond interest may subject
investors to the AMT; this would have the effect of reducing the Fund's return
to any such investor.
As with any mutual fund, the value of the Fund's shares will change, and you
could lose money on your investment. An investment in the Fund is not a bank
deposit and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.
31
<PAGE>
WHO MAY WANT TO INVEST
Municipal High Income Fund is designed for investors seeking current income that
is primarily free from Federal income tax and that is higher than is normally
available with securities in the higher-rated categories, through a highly
diversified portfolio. The Fund is not suitable for all investors. You should
consider whether the Fund fits your particular investment objectives.
32
<PAGE>
[GRAPHIC]
--------------------------------------------------------------------------------
PERFORMANCE
MUNICIPAL HIGH INCOME FUND
The bar chart and performance table below provide some indication of the risks
of investing in the Fund by showing changes in the Fund's performance from year
to year and by showing how the Fund's average annual total returns for the
periods shown compare with those of a broad measure of market performance and a
peer group average.
- The bar chart presents the average annual total returns for Class A and shows
how performance has varied from year to year over the past ten calendar years.
- The bar chart does not reflect any sales charge that you may be required to
pay upon purchase of the Fund's Class A shares. If the sales charge was
included, the returns would be less than those shown.
- The performance table shows average annual total returns for each class and
compares them to the market indicators listed.
- The bar chart and the performance table assume payment of dividends and other
distributions in shares. As with all mutual funds, the Fund's past performance
does not necessarily indicate how it will perform in the future.
Note that the performance information in the bar chart and performance table is
based on calendar-year periods, while the information shown in the Financial
Highlights section of this Prospectus and in the Fund's shareholder reports is
based on the Fund's fiscal year.
[CHART]
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>
7.19% 11.67% 10.15% 13.19% -3.12% 16.74% 6.90% 11.77% 6.82% -5.20%
================================================================================
</TABLE>
IN THE PERIOD SHOWN IN THE CHART, THE HIGHEST QUARTERLY RETURN WAS 8.48% (THE
FOURTH QUARTER OF 1998) AND THE LOWEST QUARTERLY RETURN WAS -3.93% (THE FIRST
QUARTER OF 1994). THE CLASS A RETURN FOR THE YEAR THROUGH MARCH 31, 2000 WAS
1.44%.
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
MUNICIPAL HIGH INCOME FUND -9.22% 6.23% 6.96%
--------------------------------------------------------------------------------
Lehman Brothers Municipal
Bond Index -2.07% 6.92% 6.89%
--------------------------------------------------------------------------------
Lipper High Yield Municipal
Bond Funds Universe Average -4.16% 6.06% 6.14%
--------------------------------------------------------------------------------
CLASS B SHARES OF
MUNICIPAL HIGH INCOME FUND -7.84%
--------------------------------------------------------------------------------
Lehman Brothers Municipal
Bond Index -2.07% 6.92% 6.89% 0.30%
--------------------------------------------------------------------------------
Lipper High Yield Municipal
Bond Funds Universe Average -4.16% 6.06% 6.14% -0.79%
--------------------------------------------------------------------------------
CLASS C SHARES OF
MUNICIPAL HIGH INCOME FUND -4.06%
--------------------------------------------------------------------------------
Lehman Brothers Municipal
Bond Index -2.07% 6.92% 6.89% 0.30%
--------------------------------------------------------------------------------
Lipper High Yield Municipal
Bond Funds Universe Average -4.16% 6.06% 6.14% -0.79%
--------------------------------------------------------------------------------
CLASS Y SHARES OF
MUNICIPAL HIGH INCOME FUND -5.00% -4.46%
--------------------------------------------------------------------------------
Lehman Brothers Municipal
Bond Index -2.07% 6.92% 6.89% -2.07%
--------------------------------------------------------------------------------
Lipper High Yield Municipal
Bond Funds Universe Average -4.16% 6.06% 6.14% -4.16%
================================================================================
</TABLE>
THE INDEX SHOWN IS A BROAD-BASED, SECURITIES MARKET INDEX THAT IS UNMANAGED. THE
LIPPER AVERAGE IS A COMPOSITE OF MUTUAL FUNDS WITH GOALS SIMILAR TO THE GOAL OF
THE FUND.
(1) SINCE OCTOBER 5, 1999 FOR CLASS B SHARES, OCTOBER 7, 1999 FOR CLASS C SHARES
AND DECEMBER 30, 1998 FOR CLASS Y SHARES. BECAUSE EACH CLASS COMMENCED
OPERATIONS ON A DATE OTHER THAN AT THE END OF A MONTH, AND PARTIAL MONTH
CALCULATIONS OF THE PERFORMANCE OF THE ABOVE INDEX (INCLUDING INCOME) ARE
NOT AVAILABLE, INDEX PERFORMANCE IS CALCULATED FROM OCTOBER 31, 1999,
OCTOBER 31, 1999 AND DECEMBER 31, 1998, RESPECTIVELY.
34
<PAGE>
[GRAPHIC]
--------------------------------------------------------------------------------
FEES AND EXPENSES
MUNICIPAL HIGH INCOME FUND
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.
<TABLE>
<CAPTION>
SHAREHOLDER FEES
(FEES PAID DIRECTLY FROM CLASS A CLASS B CLASS C CLASS Y
YOUR INVESTMENT) SHARES SHARES SHARES SHARES
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MAXIMUM SALES CHARGE
(LOAD) IMPOSED ON
PURCHASES (AS A PERCENTAGE
OF OFFERING PRICE) 4.25% None None None
--------------------------------------------------------------------------------
MAXIMUM DEFERRED SALES
CHARGE (LOAD)(1) (AS A
PERCENTAGE OF LESSER OF
AMOUNT INVESTED OR
REDEMPTION VALUE) None(2) 5% 1% None
================================================================================
<CAPTION>
ANNUAL FUND OPERATING EXPENSES(3)
(EXPENSES THAT ARE DEDUCTED CLASS A CLASS B CLASS C CLASS Y
FROM FUND ASSETS) SHARES SHARES SHARES SHARES
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MANAGEMENT FEES 0.52% 0.52% 0.52% 0.52%
--------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE
(12b-1) FEES 0.23% 1.00% 1.00% None
--------------------------------------------------------------------------------
OTHER EXPENSES 0.14% 0.14% 0.14% 0.30%
--------------------------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 0.89% 1.66% 1.66% 0.82%
================================================================================
</TABLE>
(1) THE CDSC, WHICH IS IMPOSED ON THE LESSER OF AMOUNT INVESTED OR REDEMPTION
VALUE OF CLASS B SHARES, DECLINES FROM 5% FOR REDEMPTIONS MADE WITHIN THE
FIRST YEAR OF PURCHASE, TO 4% FOR REDEMPTIONS MADE WITHIN THE SECOND YEAR,
TO 3% FOR REDEMPTIONS MADE WITHIN THE THIRD AND FOURTH YEARS, TO 2% FOR
REDEMPTIONS MADE WITHIN THE FIFTH YEAR, TO 1% FOR REDEMPTIONS MADE WITHIN
THE SIXTH YEAR AND TO 0% FOR REDEMPTIONS MADE AFTER THE SIXTH YEAR. FOR
CLASS C SHARES, A 1% CDSC APPLIES TO THE LESSER OF AMOUNT INVESTED OR
REDEMPTION VALUE OF CLASS C SHARES REDEEMED WITHIN TWELVE MONTHS AFTER
PURCHASE. SOLELY FOR PURPOSES OF DETERMINING THE NUMBER OF MONTHS OR YEARS
FROM THE TIME OF ANY PAYMENT FOR THE PURCHASE OF SHARES, ALL PAYMENTS DURING
A MONTH ARE TOTALED AND DEEMED TO HAVE BEEN MADE ON THE FIRST DAY OF THE
MONTH.
(2) A 1% CDSC MAY BE IMPOSED ON PURCHASES OF $2 MILLION OR MORE OF CLASS A
SHARES THAT ARE REDEEMED WITHIN TWELVE MONTHS OF PURCHASE.
(3) 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 $512 $697 $ 897 $1,474
--------------------------------------------------------------------------------
Class B Shares $569 $823 $1,002 $1,759(1)
--------------------------------------------------------------------------------
Class C Shares $269 $523 $ 902 $1,965
--------------------------------------------------------------------------------
Class Y Shares $ 84 $262 $ 455 $1,014
<CAPTION>
--------------------------------------------------------------------------------
IF SHARES ARE NOT REDEEMED
AT END OF PERIOD: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------------------------------------
Class A Shares $512 $697 $ 897 $1,474
--------------------------------------------------------------------------------
Class B Shares $169 $523 $ 902 $1,759(1)
--------------------------------------------------------------------------------
Class C Shares $169 $523 $ 902 $1,965
--------------------------------------------------------------------------------
Class Y Shares $ 84 $262 $ 455 $1,014
================================================================================
</TABLE>
(1) REFLECTS ANNUAL OPERATING EXPENSES OF CLASS A AFTER CONVERSION OF CLASS B
SHARES INTO CLASS A SHARES 8 YEARS AFTER THE MONTH IN WHICH THE SHARES WERE
PURCHASED.
36
<PAGE>
--------------------------------------------------------------------------------
AN OVERVIEW OF THE FUND
[GRAPHIC]
WADDELL & REED ADVISORS
CASH MANAGEMENT
(FORMERLY UNITED CASH MANAGEMENT) SEEKS MAXIMUM CURRENT INCOME CONSISTENT WITH
STABILITY OF PRINCIPAL.
PRINCIPAL STRATEGIES
Cash Management seeks to achieve its goal by investing in U.S.
dollar-denominated, high-quality money market obligations and instruments. High
quality indicates that the securities will be rated A-1 or A-2 by S&P or Prime-1
or Prime-2 by MIS, or if unrated, will be of comparable quality as determined by
WRIMCO. The Fund seeks, as well, to maintain a net asset value ("NAV") of $1.00
per share. The Fund maintains a dollar-weighted average maturity of 90 days or
less, and the Fund invests only in securities with a remaining maturity of not
more than 397 calendar days.
PRINCIPAL RISKS OF INVESTING IN THE FUND
Because Cash Management owns different types of money market obligations and
instruments, a variety of factors can affect its investment performance, such
as:
- an increase in interest rates, which can cause the value of the Fund's
holdings, especially securities with longer maturities, to decline;
- the credit quality and other conditions of the issuers whose securities the
Fund holds;
- adverse bond market conditions, sometimes in response to general economic or
industry news, that may cause the prices of the Fund's holdings to fall as
part of a broad market decline; and
- WRIMCO's skill in evaluating and managing the interest rate and credit risks
of the Fund.
37
<PAGE>
An investment in the Fund is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. Although the Fund seeks to
preserve the value of your investment at $1.00 per share, it is possible to lose
money by investing in the Fund.
WHO MAY WANT TO INVEST
Cash Management is designed for investors who are risk-averse and seek to
preserve principal while earning current income and saving for short-term needs.
You should consider whether the Fund fits your particular investment objectives.
38
<PAGE>
[GRAPHIC]
--------------------------------------------------------------------------------
PERFORMANCE
CASH MANAGEMENT
The bar chart and performance table below provide some indication of the risks
of investing in the Fund by showing changes in the Fund's performance from year
to year and by showing the Fund's average annual total returns for the periods
shown.
- The bar chart presents the average annual total returns for Class A and shows
how performance has varied from year to year over the past ten calendar years.
- The performance table shows average annual total returns for each Class.
- The bar chart and the performance table assume payment of dividends and other
distributions in shares. As with all mutual funds, the Fund's past performance
does not necessarily indicate how it will perform in the future.
Note that the performance information in the bar chart and performance table is
based on calendar-year periods, while the information shown in the Financial
Highlights section of this Prospectus and in the Fund's shareholder reports is
based on the Fund's fiscal year.
[CHART]
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>
7.77% 5.65% 3.16% 2.38% 3.47% 5.30% 4.74% 4.91% 4.97% 4.61%
================================================================================
</TABLE>
IN THE PERIOD SHOWN IN THE CHART, THE HIGHEST QUARTERLY RETURN WAS 1.93% (THE
SECOND QUARTER OF 1990) AND THE LOWEST QUARTERLY RETURN WAS 0.54% (THE FIRST
QUARTER OF 1994). AS OF DECEMBER 31, 1999, THE 7-DAY YIELD WAS EQUAL TO 5.35%.
YIELDS ARE COMPILED BY ANNUALIZING THE AVERAGE DAILY DIVIDEND PER SHARE DURING
THE TIME PERIOD FOR WHICH THE YIELD IS PRESENTED.
<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 THE FUND 4.61% 4.91% 4.69%
--------------------------------------------------------------------------------
CLASS B SHARES OF THE FUND -3.79%
--------------------------------------------------------------------------------
CLASS C SHARES OF THE FUND 0.20%
================================================================================
</TABLE>
(1) SINCE SEPTEMBER 9, 1999 FOR CLASS B SHARES AND SEPTEMBER 9, 1999 FOR CLASS C
SHARES.
39
<PAGE>
[GRAPHIC]
--------------------------------------------------------------------------------
FEES AND EXPENSES
CASH MANAGEMENT
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.
<TABLE>
<CAPTION>
SHAREHOLDER FEES
-------------------------------------------------------------------------------
(FEES PAID DIRECTLY FROM CLASS A CLASS B CLASS C
YOUR INVESTMENT) SHARES SHARES SHARES
--------------------------------------------------------------------------------
<S> <C> <C> <C>
MAXIMUM SALES CHARGE
(LOAD) IMPOSED ON
PURCHASES (AS A PERCENTAGE
OF OFFERING PRICE) None None None
--------------------------------------------------------------------------------
MAXIMUM DEFERRED
SALES CHARGE (LOAD)(1)
(AS A PERCENTAGE OF LESSER
OF AMOUNT INVESTED OR
REDEMPTION VALUE) None 5% 1%
================================================================================
<CAPTION>
ANNUAL FUND OPERATING EXPENSES(2)
--------------------------------------------------------------------------------
(EXPENSES THAT ARE DEDUCTED CLASS A CLASS B CLASS C
FROM FUND ASSETS) SHARES SHARES SHARES
--------------------------------------------------------------------------------
<S> <C> <C> <C>
MANAGEMENT FEES 0.40% 0.40% 0.40%
--------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE
(12b-1) FEES None 1.00% 1.00%
--------------------------------------------------------------------------------
OTHER EXPENSES 0.44% 0.44% 0.44%
--------------------------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES 0.84% 1.84% 1.84%
================================================================================
</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) 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.
40
<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 or Class
C 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 $ 86 $268 $ 466 $1,037
--------------------------------------------------------------------------------
Class B Shares $587 $879 $1,095 $1,894(1)
--------------------------------------------------------------------------------
Class C Shares $287 $579 $ 995 $2,159
<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 $ 86 $268 $466 $1,037
--------------------------------------------------------------------------------
Class B Shares $187 $579 $995 $1,894(1)
--------------------------------------------------------------------------------
Class C Shares $187 $579 $995 $2,159
================================================================================
</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.
41
<PAGE>
[GRAPHIC]
--------------------------------------------------------------------------------
THE INVESTMENT PRINCIPLES OF THE FUNDS
INVESTMENT GOALS, PRINCIPAL STRATEGIES AND OTHER INVESTMENTS
WADDELL & REED ADVISORS BOND FUND
The goal of the Fund is a reasonable return with emphasis on preservation of
capital. The Fund seeks to achieve this goal by investing primarily in a
diversified portfolio of debt securities of any quality, and to a lesser extent,
in non-investment grade securities, convertible securities and debt securities
with warrants attached. The Fund may use various techniques (e.g., investing in
put bonds) to manage the duration of its holdings. As a result, as interest
rates rise, the duration, or price sensitivity to rising interest rates, of the
Fund's holdings will typically decline. There is no guarantee that the Fund will
achieve its goal.
The Fund limits its acquisition of securities so that at least 90% of its total
assets will consist of debt securities. These debt securities primarily include
corporate bonds, mostly of investment grade, and securities issued or guaranteed
by the U.S. Government or its agencies or instrumentalities.
The Fund may invest in junk bonds, which are more susceptible to the risk of
non-payment or default, and their prices may be more volatile than higher-rated
bonds.
As well, the Fund may invest in foreign securities, which present additional
risks such as currency fluctuations and political or economic conditions
affecting the foreign country.
When WRIMCO believes that a defensive position is desirable, due to present or
anticipated market or economic conditions, WRIMCO may take a number of actions.
It may sell longer-term bonds and buy shorter-term bonds or money market
instruments with the sales proceeds.
By taking a temporary defensive position, the Fund may not achieve its
investment objective.
42
<PAGE>
WADDELL & REED ADVISORS GOVERNMENT SECURITIES FUND
The goal of the Fund is high current income consistent with safety of principal.
The Fund seeks to achieve its goal by investing exclusively in a diversified
portfolio of U.S. Government securities. U.S. Government securities are
high-quality instruments issued or guaranteed as to principal or interest by the
U.S. Treasury or by an agency or instrumentality of the U.S. Government. There
is no guarantee that the Fund will achieve its goal.
Not all U.S. Government securities are backed by the full faith and credit of
the United States. Some are backed by the right of the issuer to borrow from the
U.S. Treasury; others are backed by discretionary authority of the U.S.
Government to purchase the agency's obligations, while others are supported only
by the credit of the instrumentality. In the case of securities not backed by
the full faith and credit of the United States, the investor must look
principally to the agency issuing or guaranteeing the obligation for ultimate
repayment. The Fund may invest a significant portion of its assets in
mortgage-backed securities guaranteed by the U.S. Government or one of its
agencies or instrumentalities. The Fund invests in securities of agencies or
instrumentalities only when WRIMCO is satisfied that the credit risk is
acceptable.
Generally, in determining whether to sell a security, WRIMCO uses the same type
of analysis that is used in buying securities of that type. For example, WRIMCO
may sell a security if it believes the security no longer provides significant
income potential or if the safety of the principal is weakened. As well, WRIMCO
may sell a security to take advantage of more attractive investment
opportunities or to raise cash.
When WRIMCO believes that a temporary defensive position is desirable, the Fund
may increase its investments in U.S. Treasury securities and/or increase its
cash position. By taking a temporary defensive position, the Fund may not
achieve its investment objective.
WADDELL & REED ADVISORS HIGH INCOME FUND
WADDELL & REED ADVISORS HIGH INCOME FUND II
The primary goal of the Funds is to earn a high level of current income. As a
secondary goal, the Funds seek capital growth when consistent with the primary
goal. The Funds seek to achieve these goals by investing primarily in a
diversified portfolio of high-yield, high-risk, fixed income securities, the
risks of which are, in the judgment of WRIMCO, consistent with the Funds' goals.
There is no guarantee that the Funds will achieve their goals.
43
<PAGE>
The Funds primarily own debt securities; however, each Fund may also own, to a
lesser degree, preferred stock, common stock and convertible securities. In
general, the high income that the Funds seek is paid by debt securities in the
lower rating categories of the established rating services or unrated securities
that are determined by WRIMCO to be of comparable quality; these are securities
rated BB or lower by S&P, or Ba or lower by MIS. Lower-quality debt securities,
which include junk bonds, are considered to be speculative and involve greater
risk of default or price changes due to changes in the issuer's
creditworthiness. The market prices of these securities may fluctuate more than
higher-quality securities and may decline significantly in periods of general
economic difficulty.
The Funds will each normally invest at least 80% of their respective total
assets to seek a high level of current income. The Funds each limit their
acquisition of common stock so that no more than 20% of each Fund's total assets
will consist of common stock and no more than 10% of each Fund's total assets
will consist of non-dividend-paying common stock.
The Funds may invest an unlimited amount of their assets in foreign securities.
At this time, however, the Funds intend to invest in foreign securities to a
limited extent.
When WRIMCO believes that a full or partial temporary defensive position is
desirable, due to present or anticipated market or economic conditions, WRIMCO
may take any one or more of the following steps with respect to the assets in
each Fund's portfolio:
- shorten the average maturity of the Fund's debt holdings;
- hold cash or cash equivalents (short-term investments, such as commercial
paper and certificates of deposit) in varying amounts designed for
defensive purposes; and/or
- emphasize high-grade debt securities.
By taking a temporary defensive position in any one or more of these manners,
the Funds may not achieve their investment objectives.
WADDELL & REED ADVISORS MUNICIPAL BOND FUND
The goal of the Fund is to provide income that is not subject to Federal income
tax. The Fund seeks to achieve this goal by investing principally in a
diversified portfolio of municipal bonds. There is no guarantee that the Fund
will achieve its goal.
44
<PAGE>
As used in this Prospectus, "municipal bonds" mean obligations the interest on
which is not includable in gross income for Federal income tax purposes. The
Fund and WRIMCO rely on the opinion of bond counsel for the issuer in
determining whether obligations are municipal bonds.The Fund anticipates that
not more than 40% of the dividends it will pay to shareholders will be treated
as a tax preference item for AMT purposes.
Municipal bonds are issued by a wide range of state and local governments,
agencies and authorities for various purposes. The two main types of municipal
bonds are general obligation bonds and revenue bonds. For general obligation
bonds, the issuer has pledged its full faith, credit and taxing power for the
payment of principal and interest. Revenue bonds are payable only from specific
sources; these may include revenues from a particular facility or class of
facilities or a special tax or other revenue source. IDBs and PABs are revenue
bonds issued by or on behalf of public authorities to obtain funds to finance
privately operated facilities. The Fund may invest more than 25% of its total
assets in IDBs.
Other municipal obligations include lease obligations of municipal authorities
or entities and participations in these obligations.
At least 80% of the Fund's net assets will be invested, during normal market
conditions, in municipal bonds of investment grade.
The Fund may invest up to 10% of its total assets in taxable debt securities
other than municipal bonds. These must be either:
- U.S. Government securities;
- obligations of domestic banks and certain savings and loan associations;
- commercial paper rated at least A by S&P or MIS; and/or
- any of the foregoing obligations subject to repurchase agreements.
Subject to its policies regarding the amount of Fund assets invested in
municipal bonds and taxable debt securities, the Fund may invest in other types
of securities and use certain other instruments in seeking to achieve the Fund's
goal. For example, the Fund may invest, to a lesser extent, 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. Income from taxable obligations, repurchase
agreements and derivative instruments will be subject to Federal income tax. At
this time, the Fund has limited exposure to futures contracts and similar
derivative instruments. The Fund does, and may in the future, hold a
45
<PAGE>
significant portion of its assets in municipal bonds for which the applicable
interest rate formula varies inversely with prevailing interest rates or
otherwise may expose the bond to greater sensitivity to interest rate changes.
When WRIMCO believes that a temporary defensive position is desirable, it may
take certain steps with respect to up to all of the Fund's assets, including any
one or more of the following:
- shorten the average maturity of the Fund's portfolio;
- hold taxable obligations, subject to the limitations stated above;
- emphasize debt securities of a higher quality than those the Fund would
ordinarily hold; or
- hedge exposure to interest rate risk by investing in futures contracts and
options on futures contracts.
By taking a temporary defensive position, the Fund may not achieve its
investment objective.
WADDELL & REED ADVISORS MUNICIPAL HIGH INCOME FUND
The goal of the Fund is to provide a high level of income that is not subject to
Federal income tax. The Fund seeks to achieve this goal by investing in medium
and lower-quality municipal bonds that provide higher yields than bonds of
higher quality. The Fund anticipates that not more than 40% of the dividends it
will pay to shareholders will be treated as a tax preference item for AMT
purposes. There is no guarantee that the Fund will achieve its goal.
Municipal bonds are issued by a wide range of state and local governments,
agencies and authorities for various purposes. The two main types of municipal
bonds are general obligation bonds and revenue bonds. For general obligation
bonds, the issuer has pledged its full faith, credit and taxing power for the
payment of principal and interest. Revenue bonds are payable only from specific
sources; these may include revenues from a particular facility or class of
facilities or a special tax or other revenue sources. IDBs and PABs are revenue
bonds issued by or on behalf of public authorities to obtain funds to finance
privately operated facilities. Other municipal obligations include lease
obligations of municipal authorities or entities and participations in these
obligations.
Under normal market conditions, the Fund will:
- invest substantially in bonds with remaining maturities of 10 to 30 years;
46
<PAGE>
- invest at least 80% of its total assets in municipal bonds; and
- invest at least 75% of its total assets in medium and lower-quality
municipal bonds, which are bonds rated BBB through D by S&P, or Baa through
C by MIS, or, if unrated, are determined by WRIMCO to be of comparable
quality.
The Fund may invest in higher-quality municipal bonds, and invest less than 75%
of its total assets in medium and lower-quality municipal bonds, at times when
yield spreads are narrow and the higher yields do not justify the increased
risk; and/or when, in the opinion of WRIMCO, there is a lack of medium and
lower-quality securities in which to invest.
The Fund may invest 25% or more of its total assets in IDBs and PABs, in
securities the payment of principal and interest on which is derived from
revenue of similar projects, or in municipal bonds of issuers located in the
same geographic area. The Fund will not, however, have more than 25% of its
total assets in IDBs and PABs issued for any one industry or in any one state.
During normal market conditions, the Fund may invest up to 20% of its total
assets in a combination of taxable obligations and in options, futures contracts
and other taxable derivative instruments. The taxable obligations must be
either:
- U.S. Government securities;
- obligations of domestic banks and certain savings and loan associations;
- commercial paper rated at least A by S&P or MIS; and/or
- any of the foregoing obligations subject to repurchase agreements.
The Fund may invest in certain derivative instruments if it is permitted to
invest in the type of asset by which the return on, or value of, the derivative
is measured. Income from taxable obligations and certain derivative instruments
will be subject to Federal income tax. At this time, the Fund has limited
exposure to derivative instruments.
At times WRIMCO may believe that a full or partial defensive position is
desirable, temporarily, due to present or anticipated market or economic
conditions that are affecting or could affect the values of municipal bonds.
During such periods, the Fund may invest up to all of its assets in taxable
obligations, which would result in a higher proportion of the Fund's income (and
thus its dividends) being subject to Federal income tax. By taking a temporary
defensive position, the Fund may not achieve its investment objective.
47
<PAGE>
WADDELL & REED ADVISORS CASH MANAGEMENT
The goal of the Fund is maximum current income consistent with stability of
principal. The Fund seeks to achieve its goal by investing in a diversified
portfolio of high-quality money market instruments in accordance with the
requirements of Rule 2a-7 under the Investment Company Act of 1940, as amended
(the "1940 Act"). There is no guarantee that the Fund will achieve its goal.
The Fund invests only in the following U.S. dollar-denominated money market
obligations and instruments:
- U.S. government obligations (including obligations of U.S. government
agencies and instrumentalities);
- bank obligations and instruments secured by bank obligations, such as
letters of credit;
- commercial paper;
- corporate debt obligations, including variable amount master demand notes;
- Canadian government obligations; and
- certain other obligations (including municipal obligations) guaranteed as
to principal and interest by a bank in whose obligations the Fund may
invest or a corporation in whose commercial paper the Fund may invest.
The Fund only invests in bank obligations if they are obligations of a bank
subject to regulation by the U.S. Government (including foreign branches of
these banks) or obligations of a foreign bank having total assets of at least
$500 million, and instruments secured by any such obligation.
WRIMCO may look at a number of factors in selecting securities for the Fund's
portfolio. These include:
- the credit quality of the particular issuer or guarantor of the security;
- the maturity of the security; and
- the relative value of the security.
Generally, in determining whether to sell a security, WRIMCO uses the same
analysis that it uses in buying securities to determine if the security no
longer
48
<PAGE>
offers adequate return or does not comply with Rule 2a-7. WRIMCO may also sell a
security to take advantage of more attractive investment opportunities or to
raise cash.
You will find more information in the Statement of Additional Information
("SAI") about the Fund's valuation procedures.
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 SAI.
49
<PAGE>
RISK CONSIDERATIONS OF PRINCIPAL STRATEGIES AND OTHER INVESTMENTS
Risks exist in any investment. Each Fund is subject to market risk, financial
risk and prepayment risk.
- Market risk is the possibility of a change in the price of the security
because of market factors including changes in interest rates. Bonds with
longer maturities are more interest-rate sensitive. For example, if
interest rates increase, the value of a bond with a longer maturity is more
likely to decrease. Because of market risk, the share price of the Fund
(other than Cash Management) 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
derivative instruments, involve special risks. Lower-quality debt securities are
considered to be speculative and involve greater risk of default or price
changes due to changes in the issuer's creditworthiness. The market prices of
these securities may fluctuate more than higher-quality securities and may
decline significantly in periods of general economic difficulty. Foreign
securities and foreign currencies may involve risks relating to currency
fluctuations, political or economic conditions in the foreign country, and the
potentially less stringent investor protection and disclosure standards of
foreign markets. These factors could make foreign investments, especially those
in developing countries, more volatile.
For IDBs and PABs, their credit quality is generally dependent on the credit
standing of the company involved. To the extent that Municipal Bond Fund or
Municipal High Income Fund invests in municipal bonds the payment of principal
and interest on which is derived from revenue of similar projects,
50
<PAGE>
or in municipal bonds of issuers located in the same geographic area, each Fund
may be more susceptible to the risks associated with economic, political or
regulatory occurrences that might adversely affect particular projects or areas.
Currently, Municipal High Income Fund invests a significant portion of its
assets in IDBs and PABs associated with healthcare-oriented projects. The risks
particular to these types of projects are construction risk and occupancy risk.
You will find more information in the SAI about the types of projects in which
each Fund may invest from time to time and a discussion of the risks associated
with such projects.
Because each Fund owns different types of investments, its performance will be
affected by a variety of factors. The value of a Fund's investments and the
income it generates will vary from day to day, generally reflecting changes in
interest rates, market conditions and other company and economic news.
Performance will also depend on WRIMCO's skill in selecting investments.
51
<PAGE>
[GRAPHIC]
--------------------------------------------------------------------------------
YOUR ACCOUNT
CHOOSING A SHARE CLASS
Each Fund offers four classes of shares: Class A, Class B, Class C and Class Y
(except Cash Management does not offer Class Y). Each class has its own sales
charge, if any, and expense structure. The decision as to which class of shares
is best suited to your needs depends on a number of factors that you should
discuss with your financial advisor. Some factors to consider are how much you
plan to invest and how long you plan to hold your investment. If you are
investing a substantial amount and plan to hold your shares for a long time,
Class A shares may be the most appropriate for you. Class B and Class C shares
are not available for investments of $2 million or more. If you are investing a
lesser amount, you may want to consider Class B shares (if investing for at
least seven years) or Class C shares (if investing for less than seven years).
Class Y shares are designed for institutional investors and others investing
through certain intermediaries, 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.
52
<PAGE>
GENERAL COMPARISON OF CLASS A, CLASS B AND CLASS C SHARES
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
--------------------------------------------------------------------------------
<S> <C> <C>
- Initial sales charge - No initial sales charge - No initial sales charge
--------------------------------------------------------------------------------
- No deferred sales - Deferred sales charge on - A 1% deferred sales
charge(1) shares you sell within six charge on shares you
years after purchase sell within twelve
months after
purchase
--------------------------------------------------------------------------------
- Maximum distribution - Maximum distribution and - Maximum distribution
and service (12b-1) service (12b-1) and service (12b-1)
fees of 0.25% fees of 1.00% fees of 1.00%
--------------------------------------------------------------------------------
- For an investment of - Converts to Class A shares - Does not convert to
$2 million or more, 8 years after the month in Class A shares, so
only Class A shares which the shares were annual expenses do
are available purchased, thus reducing not decrease
future annual expenses
--------------------------------------------------------------------------------
- For an investment of
$300,000 or more,
your financial advisor
typically will recommend
purchase of Class A shares
due to a reduced sales
charge and lower annual
expenses
===============================================================================
</TABLE>
(1)A 1% CDSC MAY APPLY TO PURCHASES OF $2 MILLION OR MORE OF CLASS A SHARES THAT
ARE REDEEMED WITHIN TWELVE MONTHS OF PURCHASE.
53
<PAGE>
GENERAL COMPARISON OF CLASS A, CLASS B AND CLASS C SHARES
CASH MANAGEMENT
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
--------------------------------------------------------------------------------
<S> <C> <C>
No initial sales charge No initial sales charge No initial sales charge
--------------------------------------------------------------------------------
Funds Plus Service Funds Plus Service Funds Plus Service
optional required for required for
direct investment direct investment
--------------------------------------------------------------------------------
Deferred sales charge A 1% deferred sales
on shares you sell charge on shares
within six years you sell within
twelve months
--------------------------------------------------------------------------------
No distribution and Maximum distribution Maximum distribution
service (12b-1) fees and service (12b-1) fees and service (12b-1)
of 1.00% fees of 1.00%
--------------------------------------------------------------------------------
For an investment of Converts to Class A shares Does not convert to
$2,000,000 or more 8 years after the month Class A shares, so
only Class A shares in which the shares were annual expenses
are available purchased, thus reducing do not decrease
future annual expenses
===============================================================================
</TABLE>
Effective June 30, 2000, Cash Management Waddell & Reed Money Market C shares
are closed to all investments other than re-invested dividends.
EACH FUND HAS ADOPTED A DISTRIBUTION AND SERVICE PLAN ("Plan") pursuant to Rule
12b-1 under the Investment Company Act of 1940, as amended, for each of its
Class A, Class B and Class C shares other than Cash Management Class A. 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.
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<PAGE>
CLASS A SHARES are subject to an initial sales charge when you buy them (other
than Cash Management), based on the amount of your investment, according to the
tables below. Class A shares pay an annual 12b-1 fee of up to 0.25% of average
Class A net assets. The ongoing expenses of this class are lower than those for
Class B or Class C shares and higher than those for Class Y shares.
BOND FUND
HIGH INCOME FUND
HIGH INCOME FUND II
SIZE OF PURCHASE
<TABLE>
<CAPTION>
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 CERTAIN REDEMPTIONS MADE WITHIN TWELVE MONTHS OF THE PURCHASE. THE CDSC IS
ASSESSED ON AN AMOUNT EQUAL TO THE LESSER OF THE THEN CURRENT MARKET VALUE OR
THE COST OF THE SHARES BEING REDEEMED. ACCORDINGLY, NO SALES CHARGE IS IMPOSED
ON INCREASES IN NET ASSET VALUE ABOVE THE INITIAL PURCHASE PRICE.
55
<PAGE>
GOVERNMENT SECURITIES FUND
MUNICIPAL BOND FUND
MUNICIPAL HIGH INCOME FUND
SIZE OF PURCHASE
<TABLE>
<CAPTION>
SALES CHARGE REALLOWANCE
AS APPROX. TO DEALERS
SALES CHARGE PERCENT OF AS PERCENT
AS PERCENT OF AMOUNT OF OFFERING
OFFERING PRICE INVESTED PRICE
--------------------------------------------------------------------------------
<S> <C> <C> <C>
Under $100,000 4.25% 4.44% 3.60%
--------------------------------------------------------------------------------
$100,000 to less than $300,000 3.25 3.36 2.75
--------------------------------------------------------------------------------
$300,000 to less than $500,000 2.50 2.56 2.00
--------------------------------------------------------------------------------
$500,000 to less than $1,000,000 1.50 1.52 1.20
--------------------------------------------------------------------------------
$1,000,000 to less than $2,000,000 1.00 1.01 0.75
--------------------------------------------------------------------------------
$2,000,000 and over 0.00(1) 0.00(1) 0.50
===============================================================================
</TABLE>
(1)NO SALES CHARGE IS PAYABLE AT THE TIME OF PURCHASE ON INVESTMENTS OF $2
MILLION OR MORE, ALTHOUGH FOR SUCH INVESTMENTS THE FUND MAY IMPOSE A CDSC OF
1.00% ON CERTAIN REDEMPTIONS MADE WITHIN TWELVE MONTHS OF THE PURCHASE. THE CDSC
IS ASSESSED ON AN AMOUNT EQUAL TO THE LESSER OF THE THEN CURRENT MARKET VALUE OR
THE COST OF THE SHARES BEING REDEEMED. ACCORDINGLY, NO SALES CHARGE IS IMPOSED
ON INCREASES IN NET ASSET VALUE ABOVE THE INITIAL PURCHASE PRICE.
Waddell & Reed, Inc. and its affiliates may pay additional compensation from its
own resources to securities dealers based upon the value of shares of the 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 the other shares of the Fund purchased by customers of such
dealers without payment of a sales charge.
SALES CHARGE REDUCTIONS AND WAIVERS
LOWER SALES CHARGES ARE AVAILABLE BY:
- Combining additional purchases of Class A shares of any of the funds in the
Waddell & Reed Advisors Funds and/or the W&R Funds except shares of Waddell &
Reed Advisors Cash Management (formerly 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
56
<PAGE>
- 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 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.
57
<PAGE>
Unless instructed otherwise, a Fund, when requested to redeem a specific dollar
amount, will redeem additional shares of the applicable class that are equal in
value to the CDSC. For example, should you request a $1,000 redemption and the
applicable CDSC is $27, the Fund will redeem shares having an aggregate NAV of
$1,027, absent different instructions.
CLASS B SHARES are not subject to an initial sales charge when you buy them.
However, you may pay a CDSC if you sell your Class B shares within six years of
their purchase, based on the table below. Class B shares pay an annual 12b-1
service fee of up to 0.25% of average net assets and a distribution fee of up to
0.75% of average net assets. Over time, these fees will increase the cost of
your investment and may cost you more than if you had purchased Class A shares.
Class B shares, and any dividends and distributions paid on such shares,
automatically convert to Class A shares eight years after the end of the month
in which the shares were purchased. Such conversion will be on the basis of the
relative net asset values per share, without the imposition of any sales load,
fee or other charge. The Class A shares have lower ongoing expenses.
The Fund will redeem your Class B shares at their NAV next calculated after
receipt of a written request for redemption in good order, subject to the CDSC
discussed below.
<TABLE>
<CAPTION>
CONTINGENT DEFERRED SALES CHARGE
ON SHARES SOLD WITHIN YEAR AS % OF AMOUNT SUBJECT TO CHARGE
--------------------------------------------------------------------------------
<S> <C>
1 5.0%
--------------------------------------------------------------------------------
2 4.0%
--------------------------------------------------------------------------------
3 3.0%
--------------------------------------------------------------------------------
4 3.0%
--------------------------------------------------------------------------------
5 2.0%
--------------------------------------------------------------------------------
6 1.0%
--------------------------------------------------------------------------------
7+ 0.0%
--------------------------------------------------------------------------------
</TABLE>
In the table, a "year" is a 12-month period. In applying the sales charge, 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
58
<PAGE>
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.
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.
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<PAGE>
- 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 High Income
Fund ) to liquidate a shareholder's shares if the aggregate NAV of those
shares is less than $500, or $250 for Cash Management.
- redemptions effected by another registered investment company by virtue of a
merger or other reorganization with a Fund or by a former shareholder of such
investment company of shares of a Fund acquired pursuant to such
reorganization.
These exceptions may be modified or eliminated by a Fund at any time without
prior notice to shareholders, except with respect to redemptions effected
pursuant to the Fund's right to liquidate a shareholder's shares, which requires
certain notice.
CLASS Y SHARES are not subject to a sales charge or annual 12b-1 fees.
Class Y shares are only available for purchase by:
- participants of employee benefit plans established under section 403(b) or
section 457, or qualified under section 401 of the Code, including 401(k)
plans, when the plan has 100 or more eligible employees and holds the shares
in an omnibus account on the Fund's records;
- banks, trust institutions, investment fund administrators and other third
parties investing for their own accounts or for the accounts of their
customers where such investments for customer accounts are held in an omnibus
account on the Fund's records;
- government entities or authorities and corporations whose investment within
the first twelve months after initial investment is $10 million or more; and
- certain retirement plans and trusts for employees and financial advisors of
Waddell & Reed, Inc. and its affiliates.
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<PAGE>
WAYS TO SET UP YOUR ACCOUNT
The different ways to set up (register) your account are listed below.
INDIVIDUAL OR JOINT TENANTS
FOR YOUR GENERAL INVESTMENT NEEDS
Individual accounts are owned by one person. Joint accounts have two or more
owners (tenants).
BUSINESS OR ORGANIZATION
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS, INSTITUTIONS
OR OTHER GROUPS
RETIREMENT PLANS
TO SHELTER YOUR RETIREMENT SAVINGS FROM INCOME TAXES
Retirement plans allow individuals to shelter investment income and capital
gains from current income taxes. In addition, contributions to these accounts
(other than Roth IRAs and Education IRAs) may be tax-deductible.
- INDIVIDUAL RETIREMENT ACCOUNTS (IRAS) allow a certain individual under age
70 1/2, with earned income, to invest up to $2,000 per tax year. The maximum
for an investor and his or her spouse is $4,000 ($2,000 for each spouse) or,
if less, the couple's combined earned income for the taxable year.
- IRA ROLLOVERS retain special tax advantages for certain distributions from
employer-sponsored retirement plans.
- ROTH IRAs allow certain individuals to make nondeductible contributions up to
$2,000 per year. The maximum annual contribution for an investor and his or
her spouse is $4,000 ($2,000 for each spouse) or, if less, the couple's
combined earned income for the taxable year. Withdrawals of earnings may be
tax free if the account is at least five years old and certain other
requirements are met.
- EDUCATION IRAs are established for the benefit of a minor, with nondeductible
contributions up to $500 per year, and permit tax-free withdrawals to pay the
higher education expenses of the beneficiary.
- SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAs) provide business owners or those
with self-employed income (and their eligible employees) with many of the
same advantages as a Profit Sharing Plan, but with fewer administrative
requirements.
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<PAGE>
- SAVINGS INCENTIVE MATCH PLANS FOR EMPLOYEES (SIMPLE PLANS) can be established
by small employers to contribute to and allow their employees to contribute a
portion of their wages pre-tax to retirement accounts. This plan-type
generally involves fewer administrative requirements than 401(k) or other
qualified plans.
- KEOGH PLANS allow self-employed individuals to make tax-deductible
contributions for themselves of up to 25% of their annual earned income, with
a maximum of $30,000 per year.
- PENSION AND PROFIT-SHARING PLANS, INCLUDING 401(K) PLANS, allow corporations
and nongovernmental tax-exempt organizations of all sizes and/or their
employees to contribute a percentage of the employees' wages or other amounts
on a tax-deferred basis. These accounts need to be established by the
administrator or trustee of the plan.
- 403(b) CUSTODIAL ACCOUNTS are available to employees of public school
systems, churches and certain types of charitable organizations.
- 457 ACCOUNTS allow employees of state and local governments and certain
charitable organizations to contribute a portion of their compensation on a
tax-deferred basis.
GIFTS OR TRANSFERS TO A MINOR
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS
These custodial accounts provide a way to give money to a child and obtain tax
benefits. An individual can give up to $10,000 a year per child free of Federal
transfer tax consequences. Depending on state laws, you can set up a custodial
account under the Uniform Transfers to Minors Act ("UTMA") or the Uniform Gifts
to Minors Act ("UGMA").
TRUST
FOR MONEY BEING INVESTED BY A TRUST
The trust must be established before an account can be opened, or you may use a
trust form made available by Waddell & Reed. Contact your Waddell & Reed
financial advisor for the form.
BUYING SHARES
YOU MAY BUY SHARES OF EACH OF THE FUNDS through Waddell & Reed, Inc. and its
financial advisors or through advisors of Legend. To open your account you must
complete and sign an application. Your financial advisor can help you with any
questions you might have.
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<PAGE>
TO PURCHASE ANY CLASS OF SHARES BY CHECK, make your check payable to Waddell &
Reed, Inc. Mail the check, along with your completed application, to:
Waddell & Reed, Inc.
P. O. Box 29217
Shawnee Mission, Kansas
66201-9217
TO PURCHASE CLASS Y SHARES (AND CLASS A SHARES OF CASH MANAGEMENT) BY WIRE, you
must first obtain an account number by calling 800-366-2520, then mail a
completed application to Waddell & Reed, Inc., at the above address, or fax it
to 913-236-5044. Instruct your bank to wire the amount you wish to invest, along
with the account number and registration, to UMB Bank, n.a., ABA Number
101000695, for the account of Waddell & Reed Number 9800007978, Special Account
for Exclusive Benefit of Customers FBO Customer Name and Account Number.
You may also buy Class Y shares of a Fund indirectly through certain
broker-dealers, banks and other third parties, some of which may charge you a
fee. These firms may have additional requirements regarding the purchase of
Class Y shares.
THE PRICE TO BUY A FUND SHARE is its offering price, which is calculated every
business day.
The OFFERING PRICE of a share (the price to buy one share of a particular class)
is the next NAV calculated per share of that class plus, for Class A shares, the
sales charge shown in the tables.
In the calculation of a Fund's NAV:
- The securities in the Fund's portfolio that are listed or traded on an
exchange are valued primarily using market prices.
- Bonds are generally valued according to prices quoted by an independent
pricing service.
- Short-term debt securities are valued at amortized cost, which approximates
market value.
- Other investment assets for which market prices are unavailable are valued at
their fair value by or at the direction
of the Board of Directors.
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<PAGE>
EACH FUND IS OPEN FOR BUSINESS each day the New York Stock Exchange (the "NYSE")
is open. The Funds normally calculate their NAVs as of the close of business of
the NYSE, normally 4 p.m. Eastern time, except that an option or futures
contract held by a Fund may be priced at the close of the regular session of any
other securities exchange on which that instrument is traded.
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. Cash Management also does not normally issue certificates
representing Class A shares.
- If you purchase shares of a Fund from certain broker-dealers, banks or other
authorized third parties, the Fund will be deemed to have received your
purchase order when that third party (or its designee) has received your
order. Your order will receive the offering price next calculated after the
order has been received in proper form by the authorized third party (or its
designee). You should consult that firm to determine the time by which it
must receive your order for you to purchase shares of a Fund at that day's
price.
64
<PAGE>
When you sign your account application, you will be asked to certify that your
Social Security or other taxpayer identification number is correct and whether
you are subject to backup withholding for failing to report income to the
Internal Revenue Service.
Waddell & Reed, Inc. reserves the right to reject any purchase orders, including
purchases by exchange, and it and the Funds reserve the right to discontinue
offering Fund shares for purchase.
MINIMUM INVESTMENTS
<TABLE>
<CAPTION>
FOR CLASS A, CLASS B AND CLASS C:
<S> <C>
TO OPEN AN ACCOUNT $500 (per Fund)
-----------------------------------------------------------------------------------
For certain exchanges $100 (per Fund)
-----------------------------------------------------------------------------------
For certain retirement accounts and accounts opened
with Automatic Investment Service $50 (per Fund)
-----------------------------------------------------------------------------------
For certain retirement accounts and accounts opened
through payroll deductions for or by employees of
WRIMCO, Waddell & Reed, Inc. and their affiliates $25 (per Fund)
-----------------------------------------------------------------------------------
TO ADD TO AN ACCOUNT Any amount
-----------------------------------------------------------------------------------
For certain exchanges $100 (per Fund)
-----------------------------------------------------------------------------------
For Automatic Investment Service $25 (per Fund)
-----------------------------------------------------------------------------------
<CAPTION>
FOR CLASS Y:
<S> <C>
TO OPEN AN ACCOUNT
-----------------------------------------------------------------------------------
For a government entity or authority $10 million
or for a corporation (within first twelve months)
-----------------------------------------------------------------------------------
For other investors Any amount
-----------------------------------------------------------------------------------
TO ADD TO AN ACCOUNT Any amount
===================================================================================
</TABLE>
ADDING TO YOUR ACCOUNT
Subject to the minimums described under "Minimum Investments," you can make
additional investments of any amount at any time.
TO ADD TO YOUR ACCOUNT, make your check payable to Waddell & Reed, Inc. Mail the
check to Waddell & Reed, Inc., along with:
- the detachable form that accompanies the confirmation of a prior purchase or
your year-to-date statement; or
65
<PAGE>
- a letter stating your account number, the account registration, the Fund and
the class of shares that you wish to purchase.
TO ADD TO YOUR CLASS Y ACCOUNT (OR YOUR CLASS A CASH MANAGEMENT ACCOUNT) BY
WIRE: Instruct your bank to wire the amount you wish to invest, along with the
account number and registration, to UMB Bank, n.a., ABA Number 101000695, for
the account of Waddell & Reed Number 9800007978, Special Account for Exclusive
Benefit of Customers FBO Customer Name and Account Number.
If you purchase shares of the Funds from certain broker-dealers, banks or other
authorized third parties, additional purchases may be made through those firms.
SELLING SHARES
You can arrange to take money out of your Fund account at any time by selling
(redeeming) some or all of your shares.
The REDEMPTION PRICE (price to sell one share of a particular class of a Fund)
is the NAV per share of that Fund class, subject to any CDSC applicable to Class
A, Class B or Class C shares.
TO SELL SHARES BY WRITTEN REQUEST: Complete an Account Service Request form,
available from your financial advisor, or write a letter of instruction with:
- the name on the account registration;
- the Fund's name;
- the Fund account number;
- the dollar amount or number, and the class, of shares to be redeemed; and
- any other applicable requirements listed in the table below.
Deliver the form or your letter to your financial advisor, or mail it to:
Waddell & Reed Services Company
P. O. Box 29217
Shawnee Mission, Kansas
66201-9217
Unless otherwise instructed, Waddell & Reed Services Company will send a check
to the address on the account.
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<PAGE>
TO SELL CLASS Y SHARES OR CLASS A SHARES OF CASH MANAGEMENT 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.
TO SELL CLASS A SHARES OF CASH MANAGEMENT OR GOVERNMENT SECURITIES BY CHECK: If
you have elected this method in your application or by subsequent authorization,
the Fund will provide you with forms or checks drawn on UMB Bank, n.a. You may
make these checks payable to the order of any payee in any amount of $250 or
more.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at the next NAV
calculated, subject to any applicable CDSC, after receipt of a written request
for redemption in good order by Waddell & Reed Services Company at the address
listed above. Note the following:
- If more than one person owns the shares, each owner must sign the written
request.
- If you hold a certificate, it must be properly endorsed and sent to the Fund.
- If you recently purchased the shares by check, the Fund may delay payment of
redemption proceeds. You may arrange for the bank upon which the purchase
check was drawn to provide to the Fund telephone or written assurance that
the check has cleared and been honored. If you do not, payment of the
redemption proceeds on these shares will be delayed until the earlier of 10
days or the date the Fund can verify that your purchase check has cleared and
been honored.
- Redemptions may be suspended or payment dates postponed on days when the NYSE
is closed (other than weekends or holidays), when trading on the NYSE is
restricted or as permitted by the Securities and Exchange Commission.
- Payment is normally made in cash, although under extraordinary conditions
redemptions may be made in portfolio securities when a Fund's Board of
Directors determines that conditions exist making cash payments undesirable.
A Fund is obligated to redeem shares solely in cash up to the lesser of
$250,000 or 1% of its NAV during any 90-day period for any one shareholder.
67
<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.
SPECIAL REQUIREMENTS FOR SELLING SHARES
<TABLE>
<CAPTION>
ACCOUNT TYPE SPECIAL REQUIREMENTS
--------------------------------------------------------------------------------
<S> <C>
Individual The written instructions must be
or Joint Tenant signed by all persons required to sign for
transactions, exactly as their names appear on the
account.
--------------------------------------------------------------------------------
Sole The written instructions must be
Proprietorship signed by the individual owner of the business.
--------------------------------------------------------------------------------
UGMA, The custodian must sign the written instructions
UTMA indicating capacity as custodian.
--------------------------------------------------------------------------------
Retirement The written instructions must be signed by a
Account 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 At least one person authorized by
or Organization corporate resolution to act on the account must sign
the written instructions.
--------------------------------------------------------------------------------
Conservator, Guardian or The written instructions must be signed by the
Other Fiduciary person properly authorized by court order to act in
the particular fiduciary capacity.
================================================================================
</TABLE>
A Fund may require a signature guarantee in certain situations such as:
- a redemption request made by a corporation, partnership or fiduciary;
- a redemption request made by someone other than the owner of record; or
- the check is made payable to someone other than the owner of record.
This requirement is to protect you and Waddell & Reed from fraud. You can obtain
a signature guarantee from most banks and securities dealers, but not from a
notary public.
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<PAGE>
EACH FUND RESERVES THE RIGHT TO REDEEM at NAV all of your Fund shares (other
than High Income Fund) in your account if their aggregate NAV is less than $500,
or $250 for Cash Management. The Fund will give you notice and a 60-day
opportunity to purchase a sufficient number of additional shares to bring the
aggregate NAV of your shares to $500, or $250 for Cash Management. Cash
Management may charge a fee of $1.75 per month on all accounts with a NAV of
less than $250, except for retirement plan accounts.
YOU MAY REINVEST, without charge, all or part of the amount of Class A shares of
a Fund you redeemed by sending to the Fund the amount you want to reinvest. The
reinvested amounts must be received by the Fund within 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, as applicable, 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.
69
<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.
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.
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<PAGE>
You may exchange any Class A shares of the Government Securities, Municipal Bond
and Municipal High Income Funds that you have held for at least six months and
any Class A shares of these Funds acquired as payment of a dividend or
distribution for Class A shares of any other fund in the Waddell & Reed Advisors
Funds. You may exchange any Class A shares of the Government Securities,
Municipal Bond and Municipal High Income Funds that you have held for less than
six months only for Class A shares of Government Securities, Municipal Bond, and
Municipal High Income Funds and 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
AUTOMATIC INVESTMENT SERVICE
TO MOVE MONEY FROM YOUR BANK ACCOUNT TO AN EXISTING FUND ACCOUNT
<TABLE>
<CAPTION>
MINIMUM AMOUNT MINIMUM FREQUENCY
<S> <C>
$25 (per Fund) Monthly
--------------------------------------------------------------------------------
</TABLE>
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
<TABLE>
<CAPTION>
MINIMUM AMOUNT MINIMUM FREQUENCY
<S> <C>
$100 (per Fund) Monthly
--------------------------------------------------------------------------------
</TABLE>
71
<PAGE>
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS
Each Fund distributes substantially all of its net investment income and net
capital gains to its shareholders each year.
Usually, a Fund distributes net investment income at the following times: Bond
Fund, High Income Fund, and Municipal Bond Fund, monthly; Cash Management,
Government Securities Fund, Municipal High Income Fund and High Income Fund II,
daily. Dividends declared for a particular day are paid to shareholders of
record on the prior business day. However, dividends delared for Saturday and
Sunday are paid to shareholders of record on the preceeding Thursday. Net
capital gains (and any net gains from foreign currency transactions) usually are
distributed in December.
DISTRIBUTION OPTIONS. When you open an account, specify on your application how
you want to receive your distributions. Each Fund offers two options:
1. SHARE PAYMENT OPTION. Your dividends, capital gains and other distributions
with respect to a class will be automatically paid in additional shares of
the same class of the Fund. If you do not indicate a choice on your
application, you will be assigned this option.
2. CASH OPTION. You will be sent a check for your dividends, capital gains and
other distributions if the total distribution is equal to or greater than
five dollars. If the distribution is less than five dollars, it will be
automatically paid in additional shares of the same class of the Fund.
For retirement accounts, all distributions are automatically paid in additional
shares.
TAXES
As with any investment, you should consider how your investment in a Fund will
be taxed. If your account is not a tax-deferred retirement account (or you are
not otherwise exempt from income tax), you should be aware of the following tax
implications:
TAXES ON DISTRIBUTIONS. 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
72
<PAGE>
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 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.
For Municipal Bond Fund and Municipal High Income Fund, interest on indebtedness
incurred or continued to purchase or carry shares of the Fund
73
<PAGE>
will not be deductible for Federal income tax purposes to the extent the Fund's
distributions consist of exempt-interest dividends. Proposals may be introduced
before Congress for the purpose of restricting or eliminating the Federal income
tax exemption for interest on municipal bonds. If such a proposal were enacted,
the availability of municipal bonds for investment by the Fund and the value of
its portfolio would be affected. In that event, the Fund may decide to
reevaluate its investment goal and policies.
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.
74
<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 predecessor 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.
James C. Cusser is primarily responsible for the management of the Bond Fund and
the Government Securities Fund. Mr. Cusser has held his Fund responsibilities
since September 1992 for Bond Fund and since January 1997 for Government
Securities Fund. He is Vice President of WRIMCO, Vice President of the Funds and
Vice President of other investment companies for which WRIMCO serves as
investment manager. Mr. Cusser has served as the portfolio manager for the Funds
and other investment companies managed by WRIMCO and has been an employee of
WRIMCO since August 1992.
Louise D. Rieke is primarily responsible for the management of the High Income
Fund and High Income Fund II. Ms. Rieke has held her Fund responsibilities for
High Income Fund since January 1990, and for High Income Fund II from the Fund's
inception to January 1990 and from May 1992 to the present. She is Vice
President of WRIMCO, Vice President of the Funds and Vice President of other
investment companies for which WRIMCO serves as investment manager. From
November 1985 to March 1998, Ms. Rieke was Vice President of, and a portfolio
manager for, Waddell & Reed Asset Management Company, a former affiliate of
WRIMCO. Ms. Rieke has served as the portfolio manager for investment companies
managed by WRIMCO and its predecessor since July 1986 and has been an employee
of such since May 1971.
Bryan J. Bailey is primarily responsible for the management of the Municipal
Bond Fund. Mr. Bailey has held his Fund responsibilities since June 14, 2000. He
is Vice President of WRIMCO and Vice President of the Fund. Mr. Bailey has
served as the Assistant Portfolio Manager for investment companies managed by
WRIMCO since January 1999 and has been an employee of WRIMCO since July 1993.
75
<PAGE>
Mark Otterstrom is primarily responsible for the management of the Municipal
High Income Fund. Mr. Otterstrom has held his Fund responsibilities since June
14, 2000. He is Vice President of WRIMCO and Vice President of the Fund. Mr.
Otterstrom has served as the Assistant Portfolio Manager for investment
companies managed by WRIMCO and its predecessor since January 1995 and has been
an employee of WRIMCO since May 1987.
Mira Stevovich is primarily responsible for the management of Cash Management.
Ms. Stevovich has held her Fund responsibilities since May 1998. She is Vice
President of WRIMCO, Vice President and Assistant Treasurer of the Fund and Vice
President and Assistant Treasurer of other investment companies for which WRIMCO
serves as investment manager. Ms. Stevovich has served as the Assistant
Portfolio Manager for investment companies managed by WRIMCO and its predecessor
since January 1989 and has been an employee of such since March 1987.
Other members of WRIMCO's investment management department provide input on
market outlook, economic conditions, investment research and other
considerations relating to a Fund's investments.
MANAGEMENT FEE
Like all mutual funds, the Funds pay fees related to their daily operations.
Expenses paid out of each Fund's assets are reflected in its share price or
dividends; they are neither billed directly to shareholders nor deducted from
shareholder accounts.
Each Fund pays a management fee to WRIMCO for providing investment advice and
supervising its investments. Each Fund also pays other expenses, which are
explained in the SAI.
The management fee is payable at the annual rates of:
- for Bond Fund, 0.525% of net assets up to $500 million, 0.50% of net assets
over $500 million and up to $1 billion, 0.45% of net assets over $1 billion
and up to $1.5 billion, and 0.40% of net assets over $1.5 billion.
Management fees for the Fund as a percent of the Fund's net assets for the
fiscal year ended December 31, 1999 were 0.47%;
- for Government Securities Fund, 0.50% of net assets up to $500 million,
0.45% of net assets over $500 million and up to $1 billion, 0.40% of net
assets over $1 billion and up to $1.5 billion, and 0.35% of net assets over
$1.5 billion. Management fees for the Fund as a percent of the Fund's net
assets for the fiscal year ended March 31, 2000 were 0.47%;
76
<PAGE>
- for High Income Fund, 0.625% of net assets up to $500 million, 0.60% of net
assets over $500 million and up to $1 billion, 0.55% of net assets over $1
billion and up to $1.5 billion, and 0.50% of net assets over $1.5 billion.
Management fees for the Fund as a percent of the Fund's net assets for the
fiscal year ended March 31, 2000 were 0.60%;
- for High Income Fund II, 0.625% of net assets up to $500 million, 0.60% of
net assets over $500 million and up to $1 billion, 0.55% of net assets over
$1 billion and up to $1.5 billion, and 0.50% of net assets over $1.5
billion. Management fees for the Fund as a percent of the Fund's net assets
for the fiscal year ended September 30, 1999 were 0.56%;
- for Municipal Bond Fund, 0.525% of net assets up to $500 million, 0.50% of
net assets over $500 million and up to $1 billion, 0.45% of net assets over
$1 billion and up to $1.5 billion, and 0.40% of net assets over $1.5
billion. Management fees for the Fund as a percent of the Fund's net assets
for the fiscal year ended September 30, 1999 were 0.44%;
- for Municipal High Income Fund, 0.525% of net assets up to $500 million,
0.50% of net assets over $500 million and up to $1 billion, 0.45% of net
assets over $1 billion and up to $1.5 billion, and 0.40% of net assets over
$1.5 billion. Management fees for the Fund as a percent of the Fund's net
assets for the fiscal year ended September 30, 1999 were 0.50%; and
- for Cash Management, at the annual rate of 0.40% of net assets.
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.
77
<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 (other than for Cash
Management) 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.
78
<PAGE>
[GRAPHIC]
--------------------------------------------------------------------------------
BOND FUND
This information has been audited by Deloitte & Touche LLP, whose independent
auditors' report, along with the Fund's financial statements for the fiscal year
ended 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
CLASS A PER-SHARE DATA
<S> <C> <C> <C> <C> <C>
Net asset value,
beginning of period $6.39 $6.32 $6.14 $6.34 $5.62
------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income 0.35 0.38 0.39 0.39 0.40
Net realized and
unrealized gain
(loss) on investments (0.42) 0.07 0.19 (0.20) 0.72
------------------------------------------------------------------------------------------------------------
Total from investment
operations (0.07) 0.45 0.58 0.19 1.12
------------------------------------------------------------------------------------------------------------
Less distributions from
net investment income (0.35) (0.38) (0.40) (0.39) (0.40)
------------------------------------------------------------------------------------------------------------
Net asset value,
end of period $5.97 $6.39 $6.32 $6.14 $6.34
<CAPTION>
CLASS A RATIOS/SUPPLEMENTAL DATA
<S> <C> <C> <C> <C> <C>
Total return(2) -1.08% 7.27% 9.77% 3.20% 20.50%
Net assets, end of
period (in millions) $501 $551 $524 $519 $563
Ratio of expenses
to average net assets 0.95% 0.84% 0.77% 0.77% 0.74%
Ratio of net investment
income to average
net assets 5.72% 5.88% 6.34% 6.34% 6.54%
Portfolio turnover rate 34.12% 33.87% 35.08% 55.74% 66.38%
=============================================================================================================
</TABLE>
(1) ON JUNE 17, 1995, FUND SHARES OUTSTANDING WERE DESIGNATED CLASS A SHARES.
(2) TOTAL RETURN CALCULATED WITHOUT TAKING INTO ACCOUNT THE SALES LOAD DEDUCTED
ON AN INITIAL PURCHASE.
79
<PAGE>
------------------------------------------------------------------------------
BOND FUND
For a Class B share outstanding throughout the period:
<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
9/9/99(1) TO
12/31/99
CLASS B PER-SHARE DATA
<S> <C>
Net asset value, beginning of period $6.05
------------------------------------------------------------------------------
Income from investment operations:
Net investment income 0.10
Net realized and unrealized loss on investments (0.08)
------------------------------------------------------------------------------
Total from investment operations 0.02
------------------------------------------------------------------------------
Less distributions from net investment income (0.10)
------------------------------------------------------------------------------
Net asset value, end of period $5.97
<CAPTION>
CLASS B RATIOS/SUPPLEMENTAL DATA
<S> <C>
Total return 0.30%
Net assets, end of period (in millions) $ 2
Ratio of expenses to average net assets 1.91%(2)
Ratio of net investment income to average net assets 4.93%(2)
Portfolio turnover rate 34.12%(2)
==============================================================================
</TABLE>
(1) COMMENCEMENT OF OPERATIONS.
(2) ANNUALIZED.
80
<PAGE>
------------------------------------------------------------------------------
BOND FUND
For a Class C share outstanding throughout the period:
<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
9/9/99(1) TO
12/31/99
CLASS C PER-SHARE DATA
<S> <C>
Net asset value, beginning of period $6.05
---------------------------------------------------------------------------------
Income from investment operations:
Net investment income 0.10
Net realized and unrealized loss on investments (0.09)
---------------------------------------------------------------------------------
Total from investment operations 0.01
---------------------------------------------------------------------------------
Less distributions from net investment income (0.10)
---------------------------------------------------------------------------------
Net asset value, end of period $5.96
CLASS C RATIOS/SUPPLEMENTAL DATA
<S> <C>
Total return 0.13%
Net assets, end of period (in thousands) $289
Ratio of expenses to average net assets 1.98%(2)
Ratio of net investment income to average net assets 4.87%(2)
Portfolio turnover rate 34.12%(2)
==================================================================================
</TABLE>
(1) COMMENCEMENT OF OPERATIONS.
(2) ANNUALIZED.
81
<PAGE>
------------------------------------------------------------------------------
BOND FUND
For a Class Y share outstanding throughout each period:
<TABLE>
<CAPTION>
FOR THE FISCAL YEAR FOR THE
ENDED DECEMBER 31, PERIOD FROM
----------------------------------------------------------- 6/19/95(1) TO
1999 1998 1997 1996 12/31/95
CLASS Y PER-SHARE DATA
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value,
beginning of period $6.39 $6.32 $6.14 $6.34 $6.11
---------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income 0.40 0.39 0.42 0.40 0.21
Net realized and
unrealized gain (loss)
on investments (0.45) 0.07 0.17 (0.20) 0.22
---------------------------------------------------------------------------------------------------------------------------
Total from investment
operations (0.05) 0.46 0.59 0.20 0.43
---------------------------------------------------------------------------------------------------------------------------
Less distributions from net
investment income (0.37) (0.39) (0.41) (0.40) (0.20)
---------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $5.97 $6.39 $6.32 $6.14 $6.34
<CAPTION>
CLASS Y RATIOS/SUPPLEMENTAL DATA
<S> <C> <C> <C> <C> <C>
Total return -0.81% 7.54% 9.91% 3.35% 7.20%
Net assets, end of period
(in millions) $2 $6 $5 $12 $3
Ratio of expenses to
average net assets 0.69% 0.61% 0.64% 0.62% 0.63%(2)
Ratio of net investment
income to average net assets 6.00% 6.10% 6.48% 6.52% 6.41%(2)
Portfolio turnover rate 34.12% 33.87% 35.08% 55.74% 66.38%(2)
============================================================================================================================
</TABLE>
(1) COMMENCEMENT OF OPERATIONS.
(2) ANNUALIZED.
82
<PAGE>
[GRAPHIC]
--------------------------------------------------------------------------------
GOVERNMENT SECURITIES FUND
This information has been audited by Deloitte & Touche LLP, whose independent
auditors' report, along with the Fund's financial statements for the fiscal 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
CLASS A PER-SHARE DATA
<S> <C> <C> <C> <C> <C>
Net asset value,
beginning of period $5.43 $5.46 $5.19 $5.32 $5.13
--------------------------------------------------------------------------------------------------------------------------
Income from investment
operations:
Net investment income 0.31 0.32 0.33 0.33 0.34
Net realized and unrealized
gain (loss) on investments (0.21) (0.03) 0.27 (0.13) 0.19
--------------------------------------------------------------------------------------------------------------------------
Total from investment
operations 0.10 0.29 0.60 0.20 0.53
--------------------------------------------------------------------------------------------------------------------------
Less dividends declared from
net investment income (0.31) (0.32) (0.33) (0.33) (0.34)
--------------------------------------------------------------------------------------------------------------------------
Net asset value,
end of period $5.22 $5.43 $5.46 $5.19 $5.32
CLASS A RATIOS/SUPPLEMENTAL DATA
<S> <C> <C> <C> <C> <C>
Total return(2) 1.82% 5.44% 11.84% 3.75% 10.48%
Net assets, end of
period (in millions) $117 $134 $131 $129 $146
Ratio of expenses
to average net assets 1.12% 0.96% 0.89% 0.91% 0.83%
Ratio of net investment income
to average net assets 5.77% 5.82% 6.14% 6.17% 6.34%
Portfolio turnover rate 26.78% 37.06% 35.18% 34.18% 63.05%
============================================================================================================================
</TABLE>
(1) ON JULY 31, 1995, FUND SHARES OUTSTANDING WERE DESIGNATED CLASS A SHARES.
(2) TOTAL RETURN CALCULATED WITHOUT TAKING INTO ACCOUNT THE SALES LOAD DEDUCTED
ON AN INITIAL PURCHASE.
83
<PAGE>
------------------------------------------------------------------------------
GOVERNMENT SECURITIES FUND
For a Class B share outstanding throughout the period:
<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
10/4/99(1) TO
3/31/00
CLASS B PER-SHARE DATA
<S> <C>
Net asset value, beginning of period $5.25
-------------------------------------------------------------------------------------
Income from investment operations:
Net investment income 0.13
Net realized and unrealized loss on investments (0.03)
-------------------------------------------------------------------------------------
Total from investment operations 0.10
-------------------------------------------------------------------------------------
Less dividends declared from net investment income (0.13)
-------------------------------------------------------------------------------------
Net asset value, end of period $5.22
<CAPTION>
CLASS B RATIOS/SUPPLEMENTAL DATA
<S> <C>
Total return 1.88%
Net assets, end of period (in thousands) $599
Ratio of expenses to average net assets 1.85%(2)
Ratio of net investment income to average net assets 5.19%(2)
Portfolio turnover rate 26.78%(2)
======================================================================================
</TABLE>
(1) COMMENCEMENT OF OPERATIONS.
(2) ANNUALIZED.
84
<PAGE>
GOVERNMENT SECURITIES FUND
For a Class C share outstanding throughout the period:
<TABLE>
<CAPTION>
FOR THE
` PERIOD FROM
10/8/99(1) TO
3/31/00
CLASS C PER-SHARE DATA
<S> <C>
Net asset value, beginning of period $5.23
-----------------------------------------------------------------------------
Income from investment operations:
Net investment income 0.12
Net realized and unrealized loss on investments (0.01)
-----------------------------------------------------------------------------
Total from investment operations 0.11
-----------------------------------------------------------------------------
Less dividends declared from net investment income (0.12)
-----------------------------------------------------------------------------
Net asset value, end of period $5.22
<CAPTION>
CLASS C RATIOS/SUPPLEMENTAL DATA
<S> <C>
Total return 2.08%
Net assets, end of period (in thousands) $269
Ratio of expenses to average net assets 2.07%(2)
Ratio of net investment income to average net assets 4.98%(2)
Portfolio turnover rate 26.78%(2)
=============================================================================
</TABLE>
(1) COMMENCEMENT OF OPERATIONS.
(2) ANNUALIZED.
85
<PAGE>
GOVERNMENT SECURITIES FUND
For a Class Y share outstanding throughout each period:
<TABLE>
<CAPTION>
FOR THE FISCAL YEAR FOR THE
ENDED MARCH 31, PERIOD FROM
------------------------------------------------------------ 9/27/95(1) TO
2000 1999 1998 1997 3/31/96
CLASS Y PER-SHARE DATA
<S> <C> <C> <C> <C> <C>
Net asset value,
beginning of period $5.43 $5.46 $5.19 $5.32 $5.33
---------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income 0.33 0.33 0.34 0.34 0.17
Net realized and
unrealized gain (loss)
on investments (0.21) (0.03) 0.27 (0.13) (0.01)
---------------------------------------------------------------------------------------------------------------------------
Total from investment
operations 0.12 0.30 0.61 0.21 0.16
---------------------------------------------------------------------------------------------------------------------------
Less dividends declared
from net investment income (0.33) (0.33) (0.34) (0.34) (0.17)
---------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $5.22 $5.43 $5.46 $5.19 $5.32
<CAPTION>
CLASS Y RATIOS/SUPPLEMENTAL DATA
<S> <C> <C> <C> <C> <C>
Total return 2.20% 5.71% 12.02% 3.99% 3.04%
Net assets, end of period
(in millions) $2 $2 $2 $1 $1
Ratio of expenses to
average net assets 0.75% 0.68% 0.66% 0.67% 0.60%(2)
Ratio of net investment
income to average net assets 6.15% 6.10% 6.37% 6.41% 6.40%(2)
Portfolio turnover rate 26.78% 37.06% 35.18% 34.18% 63.05%(2)
==============================================================================================================================
</TABLE>
(1) COMMENCEMENT OF OPERATIONS.
(2) ANNUALIZED.
86
<PAGE>
[GRAPHIC]
-------------------------------------------------------------------------------
HIGH INCOME FUND
This information has been audited by Deloitte & Touche LLP, whose independent
auditors' report, along with the Fund's financial statements for the fiscal year
ended March 31, 2000, is included in the Fund's SAI, which is available upon
request.
For a Class A share outstanding throughout each period1:
<TABLE>
<CAPTION>
FOR THE FISCAL YEAR ENDED MARCH 31,
---------------------------------------------------
2000 1999 1998 1997 1996
CLASS A PER-SHARE DATA
<S> <C> <C> <C> <C> <C>
Net asset value,
beginning of period $9.39 $10.04 $9.25 $9.09 $8.70
--------------------------------------------------------------------------------
Income from investment operations:
Net investment income 0.78 0.81 0.82 0.80 0.79
Net realized and
unrealized gain (loss)
on investments (0.84) (0.66) 0.79 0.16 0.40
--------------------------------------------------------------------------------
Total from investment
operations (0.06) 0.15 1.61 0.96 1.19
--------------------------------------------------------------------------------
Less dividends from net
investment income (0.79) (0.80) (0.82) (0.80) (0.80)
--------------------------------------------------------------------------------
Net asset value,
end of period $8.54 $9.39 $10.04 $9.25 $9.09
<CAPTION>
CLASS A RATIOS/SUPPLEMENTAL DATA
<S> <C> <C> <C> <C> <C>
Total return(2) -0.65% 1.70% 18.03% 10.94% 14.16%
Net assets, end of
period (in millions) $826 $1,009 $1,102 $983 $972
Ratio of expenses
to average net assets 1.04% 0.94% 0.84% 0.89% 0.85%
Ratio of net investment
income to average
net assets 8.65% 8.44% 8.38% 8.68% 8.74%
Portfolio turnover rate 41.55% 53.19% 63.40% 53.17% 41.67%
================================================================================
</TABLE>
(1) ON JULY 31, 1995, FUND SHARES OUTSTANDING WERE DESIGNATED CLASS A SHARES.
(2) TOTAL RETURN CALCULATED WITHOUT TAKING INTO ACCOUNT THE SALES LOAD DEDUCTED
ON AN INITIAL PURCHASE.
87
<PAGE>
HIGH INCOME FUND
For a Class B share outstanding throughout the period:
<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
10/4/99(1) TO
3/31/00
CLASS B PER-SHARE DATA
<S> <C>
Net asset value, beginning of period $8.84
----------------------------------------------------------------------------
Income from investment operations:
Net investment income 0.36
Net realized and unrealized loss on investments (0.30)
----------------------------------------------------------------------------
Total from investment operations 0.06
----------------------------------------------------------------------------
Less dividends from net investment income (0.36)
----------------------------------------------------------------------------
Net asset value, end of period $8.54
<CAPTION>
CLASS B RATIOS/SUPPLEMENTAL DATA
<S> <C>
Total return 0.61%
Net assets, end of period (in millions) $3
Ratio of expenses to average net assets 1.96%(2)
Ratio of net investment income to average net assets 7.79%(2)
Portfolio turnover rate 41.55%(2)
============================================================================
</TABLE>
(1) COMMENCEMENT OF OPERATIONS.
(2) ANNUALIZED.
88
<PAGE>
HIGH INCOME FUND
For a Class C share outstanding throughout the period:
<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
10/4/99(1) TO
3/31/00
CLASS C PER-SHARE DATA
<S> <C>
Net asset value, beginning of period $8.84
----------------------------------------------------------------------------
Income from investment operations:
Net investment income 0.36
Net realized and unrealized loss on investments (0.30)
----------------------------------------------------------------------------
Total from investment operations 0.06
----------------------------------------------------------------------------
Less dividends from net investment income (0.36)
----------------------------------------------------------------------------
Net asset value, end of period $8.54
<CAPTION>
CLASS C RATIOS/SUPPLEMENTAL DATA
<S> <C>
Total return 0.65%
Net assets, end of period (in thousands) $404
Ratio of expenses to average net assets 1.91%(2)
Ratio of net investment income to average net assets 7.88%(2)
Portfolio turnover rate 41.55%(2)
============================================================================
</TABLE>
(1) COMMENCEMENT OF OPERATIONS.
(2) ANNUALIZED.
89
<PAGE>
HIGH INCOME FUND
For a Class Y share outstanding throughout each period:
<TABLE>
<CAPTION>
FOR THE
FOR THE FISCAL YEAR ENDED MARCH 31, PERIOD FROM
-------------------------------------- 1/4/96(1) TO
2000 1999 1998 1997 3/31/96
CLASS Y PER-SHARE DATA
<S> <C> <C> <C> <C> <C>
Net asset value,
beginning of period $9.39 $10.04 $9.25 $9.10 $9.19
--------------------------------------------------------------------------------
Income from investment operations:
Net investment
income 0.81 0.83 0.82 0.81 0.20
Net realized and
unrealized gain (loss)
on investments (0.84) (0.66) 0.79 0.15 (0.10)
--------------------------------------------------------------------------------
Total from investment
operations (0.03) 0.17 1.61 0.96 0.10
--------------------------------------------------------------------------------
Less dividends from
net investment income (0.82) (0.82) (0.82) (0.81) (0.19)
--------------------------------------------------------------------------------
Net asset value,
end of period $8.54 $9.39 $10.04 $9.25 $9.10
<CAPTION>
CLASS Y RATIOS/SUPPLEMENTAL DATA
<S> <C> <C> <C> <C> <C>
Total return -0.39% 1.90% 18.13% 11.07% 1.00%
Net assets, end of
period (in millions) $2 $2 $3 $3 $2
Ratio of expenses to
average net assets 0.79% 0.74% 0.77% 0.77% 0.80%(2)
Ratio of net investment
income to average
net assets 8.91% 8.62% 8.46% 8.78% 8.55%(2)
Portfolio turnover rate 41.55% 53.19% 63.40% 53.17% 41.67%(2)
================================================================================
</TABLE>
(1) COMMENCEMENT OF OPERATIONS.
(2) ANNUALIZED.
90
<PAGE>
[GRAPHIC]
-------------------------------------------------------------------------------
HIGH INCOME FUND II
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.
For a Class A share outstanding throughout each period(1):
<TABLE>
<CAPTION>
FOR THE FOR THE FISCAL YEAR ENDED SEPTEMBER 30,
SIX MONTHS -----------------------------------------------
ENDED 3/31/00 1999 1998 1997 1996 1995
CLASS A PER-SHARE DATA
<S> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period $3.88 $4.12 $4.42 $4.14 $4.03 $3.96
--------------------------------------------------------------------------------
Income from investment
operations:
Net investment income 0.17 0.35 0.37 0.36 0.35 0.35
Net realized and
unrealized gain (loss)
on investments (0.13) (0.24) (0.30) 0.28 0.11 0.07
--------------------------------------------------------------------------------
Total from investment
operations 0.04 0.11 0.07 0.64 0.46 0.42
--------------------------------------------------------------------------------
Less dividends declared
from net investment
income (0.17) (0.35) (0.37) (0.36) (0.35) (0.35)
--------------------------------------------------------------------------------
Net asset value, end of
period $3.75 $3.88 $4.12 $4.42 $4.14 $4.03
<CAPTION>
CLASS A RATIOS/SUPPLEMENTAL DATA
<S> <C> <C> <C> <C> <C> <C>
Total return(2) 0.94% 2.66% 1.22% 16.20% 11.90% 11.25%
Net assets, end of
period (in millions) $328 $371 $416 $407 $368 $368
Ratio of expenses
to average net assets 1.17%(3) 1.06% 0.96% 0.93% 0.95% 0.89%
Ratio of net investment
income to average
net assets 8.70%(3) 8.60% 8.26% 8.54% 8.60% 8.93%
Portfolio turnover rate 27.31% 46.17% 58.85% 64.38% 55.64% 26.82%
================================================================================
</TABLE>
(1) ON JANUARY 12, 1996, FUND SHARES OUTSTANDING WERE DESIGNATED CLASS A SHARES.
(2) TOTAL RETURN CALCULATED WITHOUT TAKING INTO ACCOUNT THE SALES LOAD DEDUCTED
ON AN INITIAL PURCHASE.
(3) ANNUALIZED.
91
<PAGE>
HIGH INCOME FUND II
For a Class B share outstanding throughout the period:
<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
10/6/99(1) TO
3/31/00
CLASS B PER-SHARE DATA
<S> <C>
Net asset value, beginning of period $3.88
-------------------------------------------------------------------------------
Income from investment operations:
Net investment income 0.15
Net realized and unrealized loss on investments (0.13)
-------------------------------------------------------------------------------
Total from investment operations 0.02
-------------------------------------------------------------------------------
Less dividends declared from net investment income (0.15)
-------------------------------------------------------------------------------
Net asset value, end of period $3.75
<CAPTION>
CLASS B RATIOS/SUPPLEMENTAL DATA
<S> <C>
Total return 0.31%
Net assets, end of period (in millions) $1
Ratio of expenses to average net assets 2.06%(2)
Ratio of net investment income to average net assets 7.77%(2)
Portfolio turnover rate 27.31%(3)
===============================================================================
</TABLE>
(1) COMMENCEMENT OF OPERATIONS.
(2) ANNUALIZED.
(3) FOR THE SIX MONTHS ENDED MARCH 31, 2000.
92
<PAGE>
HIGH INCOME FUND II
For a Class C share outstanding throughout the period:
<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
10/6/99(1) TO
3/31/00
CLASS C PER-SHARE DATA
<S> <C>
Net asset value, beginning of period $3.88
---------------------------------------------------------------------------
Income from investment operations:
Net investment income 0.15
Net realized and unrealized loss on investments (0.13)
---------------------------------------------------------------------------
Total from investment operations 0.02
---------------------------------------------------------------------------
Less dividends declared from net investment income (0.15)
---------------------------------------------------------------------------
Net asset value, end of period $3.75
<CAPTION>
CLASS C RATIOS/SUPPLEMENTAL DATA
<S> <C>
Total return 0.28%
Net assets, end of period (in thousands) $195
Ratio of expenses to average net assets 2.11%(2)
Ratio of net investment income to average net assets 7.73%(2)
Portfolio turnover rate 27.31%(3)
============================================================================
</TABLE>
(1) COMMENCEMENT OF OPERATIONS.
(2) ANNUALIZED.
(3) FOR THE SIX MONTHS ENDED MARCH 31, 2000.
93
<PAGE>
--------------------------------------------------------------------------------
HIGH INCOME FUND II
For a Class Y share outstanding throughout each period:
<TABLE>
<CAPTION>
FOR THE FISCAL YEAR FOR THE
FOR THE ENDED SEPTEMBER 30, PERIOD FROM
SIX MONTHS ------------------------- 2/27/96(1) TO
ENDED 3/31/00 1999 1998 1997 9/30/96
<S> <C> <C> <C> <C> <C>
CLASS Y PER-SHARE DATA
Net asset value,
beginning of period $3.88 $4.12 $4.42 $4.14 $4.15
-----------------------------------------------------------------------------------------
Income from investment
operations:
Net investment income 0.18 0.36 0.37 0.37 0.21
Net realized and
unrealized gain (loss)
on investments (0.13) (0.24) (0.30) 0.28 (0.01)
-----------------------------------------------------------------------------------------
Total from investment
operations 0.05 0.12 0.07 0.65 0.20
-----------------------------------------------------------------------------------------
Less dividends declared
from net investment
income (0.18) (0.36) (0.37) (0.37) (0.21)
-----------------------------------------------------------------------------------------
Net asset value, end of
period $3.75 $3.88 $4.12 $4.42 $4.14
CLASS Y RATIOS/SUPPLEMENT DATA
Total return 1.10% 2.95% 1.38% 16.38% 5.00%
Net assets, end of
period (in millions) $3 $3 $2 $2 $2
Ratio of expenses to
average net assets 0.84%(2) 0.77% 0.79% 0.77% 0.77%(2)
Ratio of net
investment income to
average net assets 8.98%(2) 8.89% 8.43% 8.69% 8.83%(2)
Portfolio turnover rate 27.31% 46.17% 58.85% 64.38% 55.64%(2)
=========================================================================================
</TABLE>
(1) COMMENCEMENT OF OPERATIONS.
(2) ANNUALIZED.
94
<PAGE>
[GRAPHIC]
--------------------------------------------------------------------------------
MUNICIPAL BOND FUND
This information has been audited by Deloitte & Touche LLP, whose independent
auditors' reports, along with the Fund's financial statements for the fiscal
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.
For a Class A share outstanding throughout each period(1):
<TABLE>
<CAPTION>
FOR THE
SIX MONTHS FOR THE FISCAL YEAR ENDED SEPTEMBER 30,
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 $6.90 $7.63 $7.47 $7.32 $7.25 $6.91
-----------------------------------------------------------------------------------------
Income from investment
operations:
Net investment income 0.18 0.36 0.37 0.38 0.39 0.39
Net realized and unrealized
gain (loss) on investments (0.13) (0.61) 0.25 0.30 0.12 0.38
-----------------------------------------------------------------------------------------
Total from investment
operations 0.05 (0.25) 0.62 0.68 0.51 0.77
-----------------------------------------------------------------------------------------
Less distributions:
From net investment income (0.18) (0.37) (0.37) (0.37) (0.39) (0.39)
From capital gains (0.03) (0.11) (0.09) (0.16) (0.05) (0.00)
In excess of capital gains (0.04) (0.00) (0.00) (0.00) (0.00) (0.04)
-----------------------------------------------------------------------------------------
Total distributions (0.25) (0.48) (0.46) (0.53) (0.44) (0.43)
-----------------------------------------------------------------------------------------
Net asset value, end of
period $6.70 $6.90 $7.63 $7.47 $7.32 $7.25
CLASS A RATIOS/SUPPLEMENTAL DATA
Total return(2) 0.83% -3.46% 8.67% 9.77% 7.16% 11.51%
Net assets, end of period
(in millions) $774 $874 $997 $994 $997 $975
Ratio of expenses to average
net assets 0.90%(3) 0.79% 0.72% 0.67% 0.68% 0.65%
Ratio of net investment
income to average net assets 5.30%(3) 4.98% 4.95% 5.14% 5.23% 5.51%
Portfolio turnover
rate 9.41% 30.93% 50.65% 47.24% 74.97% 70.67%
=========================================================================================
</TABLE>
(1) ON JANUARY 21, 1996, FUND SHARES OUTSTANDING WERE DESIGNATED CLASS A
SHARES.
(2) TOTAL RETURN CALCULATED WITHOUT TAKING INTO ACCOUNT THE SALES LOAD DEDUCTED
ON AN INITIAL PURCHASE.
(3) ANNUALIZED.
95
<PAGE>
--------------------------------------------------------------------------------
MUNICIPAL BOND FUND
For a Class B share outstanding throughout the period:
<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
10/5/99(1) TO
3/31/00
<S> <C>
CLASS B PER-SHARE DATA
Net asset value, beginning of period $6.87
-----------------------------------------------------------------------------------
Income from investment operations:
Net investment income 0.15
Net realized and unrealized loss on investments (0.10)
-----------------------------------------------------------------------------------
Total from investment operations 0.05
-----------------------------------------------------------------------------------
Less distributions:
From net investment income (0.15)
From capital gains (0.03)
In excess of capital gains (0.04)
-----------------------------------------------------------------------------------
Total distributions (0.22)
-----------------------------------------------------------------------------------
Net asset value, end of period $6.70
CLASS B RATIOS/SUPPLEMENTAL DATA
Total return 0.78%
Net assets, end of period (in thousands) $421
Ratio of expenses to average net assets 1.88%(2)
Ratio of net investment income to average net assets 4.34%(2)
Portfolio turnover rate 9.41%(3)
===================================================================================
</TABLE>
(1) COMMENCEMENT OF OPERATIONS.
(2) ANNUALIZED.
(3) FOR THE SIX MONTHS ENDED MARCH 31, 2000.
96
<PAGE>
--------------------------------------------------------------------------------
MUNICIPAL BOND FUND
For a Class C share outstanding throughout the period:
<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
10/7/99(1) TO
3/31/00
<S> <C>
CLASS C PER-SHARE DATA
Net asset value, beginning of period $6.87
--------------------------------------------------------------------------------
Income from investment operations:
Net investment income 0.15
Net realized and unrealized loss on investments (0.10)
--------------------------------------------------------------------------------
Total from investment operations 0.05
--------------------------------------------------------------------------------
Less distributions:
From net investment income (0.15)
From capital gains (0.03)
In excess of capital gains (0.04)
--------------------------------------------------------------------------------
Total distributions (0.22)
--------------------------------------------------------------------------------
Net asset value, end of period $6.70
CLASS C RATIOS/SUPPLEMENTAL DATA
Total return 0.78%
Net assets, end of period (in thousands) $202
Ratio of expenses to average net assets 1.92%(2)
Ratio of net investment income to average net assets 4.30%(2)
Portfolio turnover rate 9.41%(3)
================================================================================
</TABLE>
(1) COMMENCEMENT OF OPERATIONS.
(2) ANNUALIZED.
(3) FOR THE SIX MONTHS ENDED MARCH 31, 2000.
97
<PAGE>
--------------------------------------------------------------------------------
MUNICIPAL BOND FUND
For a Class Y share outstanding throughout each period:
<TABLE>
<CAPTION>
FOR THE FOR THE
SIX MONTHS PERIOD FROM
ENDED 12/30/98(1) TO
3/31/00 9/30/99
<S> <C> <C>
CLASS Y PER-SHARE DATA
Net asset value, beginning of period $6.90 $7.41
----------------------------------------------------------------------------------------
Income from investment operations:
Net investment income 0.19 0.28
Net realized and unrealized loss on investments (0.14) (0.51)
----------------------------------------------------------------------------------------
Total from investment operations 0.05 (0.23)
----------------------------------------------------------------------------------------
Less distributions
From net investment income (0.18) (0.28)
From capital gains (0.03) (0.00)
In excess of capital gains (0.04) (0.00)
----------------------------------------------------------------------------------------
Total distributions (0.25) (0.28)
----------------------------------------------------------------------------------------
Net asset value, end of period $6.70 $6.90
CLASS Y RATIOS/SUPPLEMENTAL DATA
Total return 0.84% -3.21%
Net assets, end of period (in thousands) $7,954 $2
Ratio of expenses to average net assets 0.74%(2) 0.67%(2)
Ratio of net investment income to average net
assets 5.47%(2) 5.08%(2)
Portfolio turnover rate 9.41% 30.93%(3)
========================================================================================
</TABLE>
(1) COMMENCEMENT OF OPERATIONS.
(2) ANNUALIZED.
(3) FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1999.
98
<PAGE>
[GRAPHIC]
--------------------------------------------------------------------------------
MUNICIPAL HIGH INCOME 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.
For a Class A share outstanding throughout each period(1):
<TABLE>
<CAPTION>
FOR THE
SIX MONTHS FOR THE FISCAL YEAR ENDED SEPTEMBER 30,
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 $5.19 $5.69 $5.55 $5.31 $5.27 $5.12
--------------------------------------------------------------------------------------
Income from investment
operations:
Net investment income 0.15 0.31 0.32 0.34 0.34 0.35
Net realized and unrealized
gain (loss) on investments (0.25) (0.37) 0.21 0.25 0.04 0.17
--------------------------------------------------------------------------------------
Total from investment
operations (0.10) (0.06) 0.53 0.59 0.38 0.52
--------------------------------------------------------------------------------------
Less distributions:
Declared from net
investment income (0.15) (0.31) (0.32) (0.34) (0.34) (0.35)
From capital gains (0.00)(2) (0.13) (0.07) (0.01) (0.00) (0.00)
In excess of capital gains (0.00)(2) (0.00) (0.00) (0.00) (0.00) (0.02)
--------------------------------------------------------------------------------------
Total distributions (0.15) (0.44) (0.39) (0.35) (0.34) (0.37)
--------------------------------------------------------------------------------------
Net asset value, end of
period $4.94 $5.19 $5.69 $5.55 $5.31 $5.27
CLASS A RATIOS/SUPPLEMENTAL DATA
Total return(3) -1.82% -1.22% 9.88% 11.45% 7.40% 10.63%
Net assets, end of
period (in millions) $437 $510 $522 $474 $400 $383
Ratio of expenses to
average net assets 0.95%(4) 0.87% 0.82% 0.78% 0.81% 0.76%
Ratio of net investment
income to average net assets 6.03%(4) 5.59% 5.72% 6.19% 6.41% 6.75%
Portfolio turnover rate 10.60% 26.83% 35.16% 19.47% 26.91% 19.07%
======================================================================================
</TABLE>
(1) ON JANUARY 30, 1996, FUND SHARES OUTSTANDING WERE DESIGNATED CLASS A
SHARES.
(2) NOT SHOWN DUE TO ROUNDING.
(3) TOTAL RETURN CALCULATED WITHOUT TAKING INTO ACCOUNT THE SALES LOAD DEDUCTED
ON AN INITIAL PURCHASE.
(4) ANNUALIZED.
99
<PAGE>
--------------------------------------------------------------------------------
MUNICIPAL HIGH INCOME FUND
For a class B share outstanding throughout the period:
<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
10/5/99(1) TO
3/31/00
<S> <C>
CLASS B PER-SHARE DATA
Net asset value, beginning of period $5.16
--------------------------------------------------------------------------------
Income from investment operations:
Net investment income 0.12
Net realized and unrealized loss on investments (0.22)
--------------------------------------------------------------------------------
Total from investment operations (0.10)
--------------------------------------------------------------------------------
Less distributions:
Declared from net investment income (0.12)
From capital gains (0.00)(2)
In excess of capital gains (0.00)(2)
--------------------------------------------------------------------------------
Total distributions (0.12)
--------------------------------------------------------------------------------
Net asset value, end of period $4.94
CLASS B RATIOS/SUPPLEMENTAL DATA
Total return -1.88%
Net assets, end of period (in millions) $1
Ratio of expenses to average net assets 1.96%(3)
Ratio of net investment income to average net assets 5.10%(3)
Portfolio turnover rate 10.60%(4)
================================================================================
</TABLE>
(1) COMMENCEMENT OF OPERATIONS.
(2) NOT SHOWN DUE TO ROUNDING.
(3) ANNUALIZED.
(4) FOR THE SIX MONTHS ENDED MARCH 31, 2000.
100
<PAGE>
--------------------------------------------------------------------------------
MUNICIPAL HIGH INCOME FUND
For a Class C share outstanding throughout the period:
<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
10/8/99(1) TO
3/31/00
<S> <C>
CLASS C PER-SHARE DATA
Net asset value, beginning of period $5.16
--------------------------------------------------------------------------------
Income from investment operations:
Net investment income 0.12
Net realized and unrealized loss on investments (0.22)
--------------------------------------------------------------------------------
Total from investment operations (0.10)
--------------------------------------------------------------------------------
Less distributions:
Declared from net investment income (0.12)
From capital gains (0.00)(2)
In excess of capital gains (0.00)(2)
--------------------------------------------------------------------------------
Total distributions (0.12)
--------------------------------------------------------------------------------
Net asset value, end of period $4.94
CLASS C RATIOS/SUPPLEMENTAL DATA
Total return -1.91%
Net assets, end of period (in thousands) $331
Ratio of expenses to average net assets 1.87%(3)
Ratio of net investment income to average net assets 5.16%(3)
Portfolio turnover rate 10.60%(4)
================================================================================
</TABLE>
(1) COMMENCEMENT OF OPERATIONS.
(2) NOT SHOWN DUE TO ROUNDING.
(3) ANNUALIZED.
(4) FOR THE SIX MONTHS ENDED MARCH 31, 2000.
101
<PAGE>
--------------------------------------------------------------------------------
MUNICIPAL HIGH INCOME FUND
For a Class Y share outstanding throughout each period:
<TABLE>
<CAPTION>
FOR THE FOR THE FOR THE
SIX MONTHS PERIOD FROM PERIOD FROM
ENDED 12/30/98(1) TO 7/1/98(1) TO
3/31/00 9/30/99 8/25/98
<S> <C> <C> <C>
CLASS Y PER-SHARE DATA
Net asset value, beginning of period $5.19 $5.65 $5.64
------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income 0.15 0.24 0.05
Net realized and unrealized
gain (loss) on investments (0.25) (0.33) 0.01
------------------------------------------------------------------------------------------
Total from investment operations (0.10) (0.09) 0.06
------------------------------------------------------------------------------------------
Less distributions:
Declared from net investment income (0.15) (0.24) (0.05)
From capital gains (0.00)(2) (0.13) (0.00)
In excess of capital gains (0.00)(2) (0.00) (0.00)
------------------------------------------------------------------------------------------
Total distributions (0.15) (0.37) (0.05)
------------------------------------------------------------------------------------------
Net asset value, end of period $4.94 $5.19 $5.65
CLASS Y RATIOS/SUPPLEMENTAL DATA
Total return -1.60% -1.53% 1.07%
Net assets, end of period (in thousands) $2 $2 $0
Ratio of expenses to average net assets 0.94%(3) 0.80%(3) 0.61%(3)
Ratio of net investment income
to average net assets 5.94%(3) 5.68%(3) 5.99%(3)
Portfolio turnover rate 10.60% 26.83%(4) 35.16%(3)
==========================================================================================
</TABLE>
(1) CLASS Y SHARES COMMENCED OPERATIONS ON JULY 1, 1998 AND CONTINUED
OPERATIONS UNTIL AUGUST 25, 1998 WHEN ALL OUTSTANDING CLASS Y SHARES WERE
REDEEMED AT THE ENDING NET ASSET VALUE SHOWN IN THE TABLE. OPERATIONS
RECOMMENCED ON DECEMBER 30, 1998.
(2) NOT SHOWN DUE TO ROUNDING.
(3) ANNUALIZED.
(4) FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1999.
102
<PAGE>
[GRAPHIC]
--------------------------------------------------------------------------------
CASH MANAGEMENT
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 period1:
<TABLE>
<CAPTION>
FOR THE
SIX MONTHS FOR THE FISCAL YEAR ENDED JUNE 30,
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 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
-------------------------------------------------------------------------------------
Net investment income 0.0241 0.0455 0.0484 0.0472 0.0487 0.0465
Less dividends declared (0.0241) (0.0455) (0.0484) (0.0472) (0.0487) (0.0465)
-------------------------------------------------------------------------------------
Net asset value, end of
period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
CLASS A RATIOS/SUPPLEMENTAL DATA
Total return 2.47% 4.67% 4.93% 4.80% 5.01% 4.74%
Net assets, end of
period (in millions) $800 $667 $533 $514 $402 $369
Ratio of expenses to
average net assets 0.83%(2) 0.83% 0.89% 0.87% 0.91% 0.97%
Ratio of net investment
income to average net assets 4.72%(2) 4.54% 4.84% 4.70% 4.89% 4.68%
=====================================================================================
</TABLE>
(1) ON SEPTEMBER 5, 1995, FUND SHARES OUTSTANDING WERE DESIGNATED CLASS A
SHARES.
(2) ANNUALIZED.
103
<PAGE>
-------------------------------------------------------------------------------
CASH MANAGEMENT
For a Class B share outstanding throughout the period:
<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
9/9/99(1) to
12/31/99
CLASS B PER-SHARE DATA
<S> <C>
Net asset value, beginning of period $1.00
-------------------------------------------------------------------------------
Net investment income 0.0120
Less dividends declared (0.0120)
-------------------------------------------------------------------------------
Net asset value, end of period $1.00
CLASS B RATIOS/SUPPLEMENTAL DATA
Total return 1.21%
Net assets, end of period (in millions) $3
Ratio of expenses to average net assets 1.65%(2)
Ratio of net investment income to average net assets 4.25%(2)
===============================================================================
</TABLE>
(1)COMMENCEMENT OF OPERATIONS.
(2)ANNUALIZED.
104
<PAGE>
-------------------------------------------------------------------------------
CASH MANAGEMENT
For a Class C share outstanding throughout the period:
<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
9/9/99(1) to
12/31/99
CLASS C PER-SHARE DATA
<S> <C>
Net asset value, beginning of period $1.00
-------------------------------------------------------------------------------
Net investment income 0.0119
Less dividends declared (0.0119)
-------------------------------------------------------------------------------
Net asset value, end of period $1.00
CLASS C RATIOS/SUPPLEMENTAL DATA
Total return 1.20%
Net assets, end of period (in thousands) $160
Ratio of expenses to average net assets 1.81%(2)
Ratio of net investment income to average net assets 4.13%(2)
===============================================================================
</TABLE>
(1) COMMENCEMENT OF OPERATIONS.
(2) ANNUALIZED.
105
<PAGE>
This space is intended for your notes and calculations.
106
<PAGE>
This space is intended for your notes and calculations.
107
<PAGE>
This space is intended for your notes and calculations.
108
<PAGE>
This space is intended for your notes and calculations.
109
<PAGE>
This space is intended for your notes and calculations.
110
<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
111
<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. Bond Fund: 811-2552
Waddell & Reed Advisors Cash Management, Inc.: 811-2922
Waddell & Reed Advisors Government Securities Fund, Inc.: 811-3458
Waddell & Reed Advisors High Income Fund, Inc.: 811-2907
Waddell & Reed Advisors High Income Fund II, Inc.: 811-4520
Waddell & Reed Advisors Municipal Bond Fund, Inc.: 811-2657
Waddell & Reed Advisors Municipal High Income Fund, Inc.: 811-4427
<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
</TABLE>
<PAGE>
WADDELL & REED ADVISORS MUNICIPAL HIGH INCOME 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 Municipal High Income Fund (the
"Fund"), formerly, United Municipal High Income 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.
TABLE OF CONTENTS
Performance Information ..................................... 2
Investment Strategies, Policies and Practices................ 5
Investment Management and Other Services .................... 33
Purchase, Redemption and Pricing of Shares .................. 39
Directors and Officers ...................................... 51
Payments to Shareholders .................................... 58
Taxes ....................................................... 59
Portfolio Transactions and Brokerage ........................ 63
Other Information ........................................... 65
Appendix A................................................... 67
Financial Statements ........................................ 73
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Waddell & Reed Advisors Municipal High Income 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 September 9, 1985.
PERFORMANCE INFORMATION
Waddell & Reed, Inc., the Fund's underwriter, or the Fund may, from
time to time, publish the Fund's total return information, yield information
and/or performance rankings in advertisements and sales materials.
TOTAL RETURN
Total return is the overall change in the value of an investment over a
given period of time. An average annual total return quotation is computed by
finding the average annual compounded rates of return over the one-, five-, and
ten-year periods that would equate the initial amount invested to the ending
redeemable value. Standardized total return information is calculated by
assuming an initial $1,000 investment and, for Class A shares deducting the
maximum sales load of 4.25%. All dividends and distributions are assumed to be
reinvested in shares of the applicable class at net asset value 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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<TABLE>
<CAPTION>
With Without
Sales Load Sales Load
Deducted Deducted
<S> <C> <C>
One-year period from April 1, 1999 to
March 31, 2000: -8.75% -4.70%
Five-year period from April 1, 1995 to
March 31, 2000: 5.15% 6.06%
Ten-year period from April 1, 1990 to
March 31, 2000: 7.01% 7.48%
</TABLE>
Prior to January 30, 1996, 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 -6.67%.
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 -1.88%.
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 -2.86%.
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 -1.91%.
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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<TABLE>
<S> <C>
One year period from April 1, 1999 to
March 31, 2000: -4.52%
Period from December 31, 1998* to
March 31, 2000: -2.49%
</TABLE>
*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.
YIELD
Yield refers to the income generated by an investment in the Fund over
a given period of time. A yield quoted for a class of the Fund is computed by
dividing the net investment income per share of that class earned during the
period for which the yield is shown by the maximum offering price per share of
that class on the last day of that period according to the following formula:
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Yield = 2((((a - b)/cd)+1) -1)
Where with respect to a particular class of the Fund:
a = dividends and interest earned during the period.
b = expenses accrued for the period (net of reimbursements).
c = the average daily number of shares of the class
outstanding during the period that were entitled to
receive dividends.
d = the maximum offering price per share of the class on the last
day of the period.
The yield for Class A shares of the Fund computed according to the
formula for the 30-day period ended on March 31, 2000, the date of the most
recent balance sheet included in this SAI, is 5.74%. The yield for Class B
shares of the Fund for the 30-day period ended on March 31, 2000 is 5.21%. The
yield for Class C shares of the Fund for the 30-day period ended on March 31,
2000 is 5.14%. The yield for Class Y shares of the Fund for the 30-day period
ended on March 31, 2000 is 5.95%.
The Fund may also advertise or include in sales material its
tax-equivalent yield, which is calculated by applying the stated income tax rate
to only the net investment income exempt from
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taxation according to a standard formula which provides for computation of
tax-equivalent yield by dividing that portion of the Fund's yield which is tax
exempt by one minus a stated income tax rate and adding the product to that
portion, if any, of the yield of the Fund that is not tax-exempt.
The tax-equivalent yield for Class A shares computed according to the
formula for the 30-day period ended on March 31, 2000, the date of the most
recent balance sheet included in this SAI, is 6.68%, 7.82%, 7.15%, 8.75% and
9.25% for marginal tax brackets of 15%, 28%, 31%, 36% and 39.6%, respectively.
The tax-equivalent yield for Class B shares for the 30-day period ended on March
31, 2000 is 6.07%, 7.10%, 7.40%, 7.95% and 8.40% for marginal tax brackets of
15%, 28%, 31%, 36% and 39.6%, respectively. The tax-equivalent yield for Class C
shares for the 30-day period ended on March 31, 2000 is 5.98%, 7.00%, 7.29%,
7.83% and 8.28% for marginal tax brackets of 15%, 28%, 31%, 36% and 39.6%,
respectively. The tax-equivalent yield for Class Y shares for the 30-day period
ended on March 31, 2000 is 6.93%, 8.11%, 8.45%, 9.08% and 9.59% for marginal tax
brackets of 15%, 28%, 31%, 36% and 39.6%, respectively.
Change in yields primarily reflect different interest rates received by
the Fund as its portfolio securities change. Yield is also affected by portfolio
quality, portfolio maturity, type of securities held and operating expenses of
the applicable class.
PERFORMANCE RANKINGS AND OTHER INFORMATION
Waddell & Reed, Inc. or the Fund also may from time to time publish in
advertisements or sales material performance rankings as published by recognized
independent mutual fund statistical services such as Lipper Analytical Services,
Inc., or by publications of general interest such as FORBES, MONEY, THE WALL
STREET JOURNAL, BUSINESS WEEK, BARRON'S, FORTUNE or MORNINGSTAR MUTUAL FUND
VALUES. Each class of the Fund may also compare its performance to that of other
selected mutual funds or selected 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.
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Performance information for the Fund may be accompanied by information
about market conditions and other factors that affected the Fund's performance
for the period(s) shown.
All performance information that the Fund advertises or includes in
sales material is historical in nature and is not intended to represent or
guarantee future results. The value of the Fund's shares when redeemed may be
more or less than their original cost.
INVESTMENT STRATEGIES, POLICIES AND PRACTICES
This SAI supplements the information contained in the Prospectus and
contains more detailed information about the investment strategies and policies
the Fund's investment manager, Waddell & Reed Investment Management Company
("WRIMCO"), may employ and the types of instruments in which the Fund may
invest, in pursuit of the Fund's goal. A summary of the risks associated with
these instrument types and investment practices is included as well.
WRIMCO might not buy all of these instruments or use all of these
techniques, or use them to the full extent permitted by the 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" for a listing of the fundamental and non-fundamental (e.g.,
operating) investment restrictions and policies of the Fund.
MUNICIPAL BONDS
Municipal bonds are issued by a wide range of state and local
governments, agencies and authorities for various public purposes. The two main
kinds of municipal bonds are "general obligation" bonds and "revenue" bonds. For
"general obligation" bonds, the issuer has pledged its full faith, credit and
taxing power for the payment of principal and interest. "Revenue" bonds are
payable only from specific sources; these may include revenues from a particular
facility or class of facilities or special tax or other revenue source.
A special class of municipal bonds issued by state and local government
authorities and agencies are industrial development bonds ("IDBs"), which are
also generally referred to as private activity bonds ("PABs"). The Fund may
purchase IDBs and PABs only if the interest on them is free from Federal income
taxation, although such interest is an item of tax preference for purposes of
the Federal alternative minimum tax. In general, IDBs and PABs are revenue bonds
and are issued by or on behalf of public authorities to obtain funds to finance
privately operated facilities (i.e. energy and pollution control). IDBs and PABs
are also used to finance public facilities such as airports or
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mass transit systems. The credit quality of IDBs and PABs is usually directly
related to the credit standing of the user of the facilities being financed. The
Fund may invest an unlimited percentage of its assets in municipal bonds that
are IDBs or PABs.
Municipal leases and participation interests therein are another
type of municipal bond (collectively, "lease obligations"). These
obligations, which may take the form of a lease, an installment purchase, or
a conditional sale contract, are issued by state and local governments and
authorities to acquire land and a variety of equipment and facilities. The
factors to be considered in determining whether or not any rated municipal
lease obligations are liquid include (i) the frequency of trades and quotes
for the obligations; (ii) the number of dealers willing to purchase or sell
the security and the number of other potential buyers; (iii) the willingness
of dealers to undertake to make a market in the securities; (iv) the nature
of marketplace trades, including the time needed to dispose of the security,
the method of soliciting offers and the mechanics of transfer; (v) the
likelihood that the marketability of the obligation will be maintained
through the time the instrument is held; (vi) the credit quality of the
issuer and the lessee; and (vii) the essentiality to the lessee of the
property covered by the lease. Unrated municipal lease obligations are
considered illiquid.
The Fund has not held and does not intend to hold municipal lease
obligations directly as a lessor of the property, but may from time to time
purchase a participation interest in a municipal obligation from a bank or other
third party. A participation interest gives the Fund a specified, undivided
interest in the obligation in proportion to its purchased interest in the total
amount of the obligation. Municipal leases frequently have risks distinct from
those associated with general obligation or revenue bonds. State constitutions
and statutes set forth requirements that states or municipalities must meet to
incur debt, including voter referenda, interest rate limits or public sale
requirements. Leases, installment purchases or conditional sale contracts have
evolved as methods for governmental issuers to acquire property and equipment
without being required to meet these constitutional and statutory requirements.
Many leases and contracts include "non-appropriation clauses" providing that the
governmental issuer has no obligation to make future payments under the lease or
contract unless money is appropriated for such purpose by the legislative body
on a yearly or other periodic basis. Non-appropriation clauses free the issuer
from debt issuance limitations. In determining the liquidity of a municipal
lease obligation, WRIMCO will differentiate between direct interests in
municipal leases and municipal lease-backed securities, the latter of which may
take the form of a lease-backed revenue bond, a tax-exempt asset-backed security
or any other investment structure using a municipal lease-purchase agreement as
its base. See "Asset-
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Backed Securities." While the former may present liquidity issues, the latter
are based on a well established method of securing payment of a municipal lease
obligation.
WRIMCO and the Fund rely on the opinion of bond counsel for the issuer
in determining whether obligations are municipal bonds. If a court holds that an
obligation held by the Fund is not a municipal bond (with the result that the
interest thereon is taxable), the Fund will sell the obligation as soon as
possible, but it might incur a loss upon such sale.
Municipal bonds vary widely as to their interest rates, degree of
security and maturity. Bonds are selected on the basis of quality, yield and
diversification. Factors that affect the yield on municipal bonds include
general money market conditions, municipal bond market conditions, the size of a
particular offering, the maturity of the obligation and the nature of the issue.
Lower-rated bonds usually, but not always, have higher yields than similar but
higher-rated bonds.
Medium- or lower-rated municipal securities are frequently traded only
in markets where the number of potential purchasers and sellers, if any, is very
limited. This factor may have the effect of limiting the availability of the
securities for purchase by the Fund and may also limit the ability of the Fund
to sell such securities at their fair value either to meet redemption requests
or in response to changes in the economy or the financial markets.
Lower-quality debt securities are considered to be speculative and
involve greater risk of default or price changes due to changes in the issuer's
creditworthiness. The market prices of these securities may fluctuate more than
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 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 to exercise its rights as a security holder to
seek to protect the
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interests of security holders if it determines this to be in the best interest
of the Fund's shareholders.
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. See Appendix A for a description of bond ratings.
RISKS OF CERTAIN TYPES OF MUNICIPAL BONDS
At any one time the Fund may have more than 25% of its total assets in
similar type projects in which low-quality municipal bonds are likely to be
issued, including the following: electrical utilities, steel, health care and
life care facilities and small industries. A substantial amount of the assets of
the Fund may therefore be invested in securities that are related in such a way
that an economic, business or political development or change affecting one such
security would likewise affect the other securities. For example, a declining
market for health care facilities might adversely affect the ability of
municipalities to make timely payments of principal and interest on revenue
bonds to be paid from hospital revenues. The Fund could also have more than 25%
of its total assets invested in issuers in the same geographic area, but will
not have more than 25% of its total assets in securities of issuers located in
any one state.
Many of the low-quality municipal bonds in which the Fund seeks to
invest will be IDBs and PABs. It is likely that more than 25% of the Fund's
total assets will be invested in IDBs and PABs. As discussed above under
"Municipal Bonds," the entity responsible for payment of the principal and
interest on IDBs and PABs is usually the nongovernmental user of the facility
being financed by the bond issue. Consequently, to the extent the Fund invests
up to 25% of its total assets in bonds issued by entities in any one industry,
it will be subject to the risks inherent in the industry to which the issuer
belongs.
For example, a hospital's gross receipts and net income available to
service its debt are influenced by demand for hospital services, the ability of
the hospital to provide the services required, management and medical
capabilities, economic developments in the service area, efforts by insurers and
government agencies to limit rates and expenses, confidence in the hospital,
service area economic developments, competition, availability and expense of
malpractice insurance, Medicaid and Medicare funding, and possible Federal
legislation limiting the rates of increase of hospital charges. Significant
events impacting the hospital industry in any one of these areas might
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adversely affect the industry's ability to service its debt or to pay principal
when due.
Life care facilities are an alternative form of long-term housing for
the elderly. They are subject to a wide variety of risks. Primarily, the
projects must maintain adequate occupancy levels to be able to provide revenues
adequate to maintain debt service payments. Moreover, since a portion of
housing, medical care and other services may be financed by an initial deposit
it is important that the facility maintain adequate financial reserves to secure
estimated actuarial liabilities. The ability of management to accurately
forecast inflationary cost pressures weighs importantly in the process. The
facilities may also be impacted by regulatory cost restrictions applied to
health care delivery in general, particularly state regulations or changes in
Medicare and Medicaid payments or qualifications, or restrictions imposed by
medical insurance companies. They may also face competition from alternative
health care or conventional housing facilities in the private or public sector.
Certain problems facing the generating industry in general may or may
not affect its ability to meet obligations on bonds. These problems include the
effects of (i) inflation on financing large construction programs, (ii) cost
increases and delays arising out of environmental considerations, (iii)
limitations of available capital on the ability to issue additional debt, (iv)
the effect of shortages and high prices of fuel on operations and profits, and
(v) the effect of energy conservation on sales. Problems of these types
generally affect the values of and the dividends paid on utility common stocks
rather than the ability to pay bond obligations.
Pollution control and other IDBs and PABs are issued by various state
and local agencies to finance various projects, including those of domestic
steel producers, and are secured solely by agreements with such companies.
Domestic steel companies are suffering the consequences of such adverse trends
as high labor costs, high foreign imports encouraged by foreign productivity
increases and a strong U.S. dollar, and other cost pressures such as are imposed
by antipollution legislation. Domestic steel capacity is being reduced currently
by large-scale plant closings.
WHEN-ISSUED AND DELAYED-DELIVERY TRANSACTIONS
The Fund may purchase municipal bonds on a when-issued or
delayed-delivery basis or sell them on a delayed-delivery basis. In either case,
payment and delivery for the bonds take place at a future date. The bonds so
purchased or sold by the Fund are subject to market fluctuation; their value may
be less or more when delivered than the purchase price paid or received. When
purchasing bonds on a when-issued or delayed-delivery basis, the Fund assumes
the rights and risks of ownership, including the risk of price and yield
fluctuations. No interest accrues to the
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Fund until delivery and payment is completed. When the Fund makes a commitment
to purchase municipal bonds on a when-issued or delayed-delivery basis, it will
record the transaction and thereafter reflect the value of the bonds in
determining its net asset value per share. When the Fund sells a municipal bond
on a delayed-delivery basis, the Fund does not participate in further gains or
losses with respect to the bond. When the Fund makes a commitment to sell
municipal bonds on a delayed basis, it will record the transaction and
thereafter value the bonds at the sales price in determining the Fund's net
asset value per share. If the other party to a delayed-delivery transaction
fails to deliver or pay for the bonds, the Fund could miss a favorable price or
yield opportunity, or could suffer a loss.
Ordinarily the Fund purchases municipal bonds on a when-issued or
delayed-delivery basis with the intention of actually taking delivery of the
bonds. However, before the bonds are delivered to the Fund and before it has
paid for them (the "settlement date"), the Fund could sell the bonds if WRIMCO
decided it was advisable to do so for investment reasons. The Fund will hold
aside or segregate cash or other securities, other than those purchased on a
when-issued or delayed-delivery basis, at least equal to the amount it will have
to pay on the settlement date; these other securities may, however, be sold at
or before the settlement date to pay the purchase price of the when-issued or
delayed-delivery bonds.
LIMITED INVESTMENT IN OTHER DEBT SECURITIES
All of the Fund's invested assets, other than cash or receivables, must
be invested in municipal bonds, except that a limited amount of assets may be
invested in specified debt securities that are referred to in the Prospectus as
taxable obligations and in repurchase agreements and certain derivative
instruments (see discussion below). Under normal conditions, the Fund may invest
in taxable obligations only if, after any such investment, not more than 20% of
its total assets would consist of taxable obligations including options, futures
contracts and other taxable derivative instruments. However, as a temporary
defensive measure, the Fund may invest up to all of its assets in taxable
obligations. The only taxable obligations that the Fund may purchase are (i)
obligations issued or guaranteed by the U.S. Government or its agencies or
instrumentalities ("U.S. Government securities"), (ii) bank obligations of
domestic banks or savings and loan associations that are subject to regulation
by the U.S. Government (which obligations may include certificates of deposit,
letters of credit and acceptances), (iii) commercial paper and (iv) any of the
foregoing obligations subject to repurchase agreements. The taxable commercial
paper the Fund may buy must, at the time of purchase, be rated at least A by
Standard & Poor's ("S&P"), or Moody's Investors Service, Inc.
("MIS"). See Appendix A for a description of these ratings.
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U.S. GOVERNMENT SECURITIES
U.S. Government securities are high quality debt instruments issued or
guaranteed as to principal or interest by the U.S. Treasury or an agency or
instrumentality of the U.S. Government. These securities include Treasury Bills
(which mature within one year of the date they are issued), Treasury Notes
(which have maturities of one to ten years) and Treasury Bonds (which generally
have maturities of more than 10 years). All such Treasury securities are backed
by the full faith and credit of the United States.
U.S. Government agencies and instrumentalities that issue or guarantee
securities include, but are not limited to, the Federal Housing Administration,
Fannie Mae (also known as the Federal National Mortgage Association), Farmers
Home Administration, Export-Import Bank of the United States, Small Business
Administration, Government National Mortgage Association ("Ginnie Mae"), General
Services Administration, Central Bank for Cooperatives, Federal Home Loan Banks,
Federal Home Loan Mortgage Corporation ("Freddie Mac"), Farm Credit Banks,
Maritime Administration, the Tennessee Valley Authority, the Resolution Funding
Corporation, and the Student Loan Marketing Association.
Securities issued or guaranteed by U.S. Government agencies and
instrumentalities are not always supported by the full faith and credit of the
United States. Some, such as securities issued by the Federal Home Loan Banks,
are backed by the right of the agency or instrumentality to borrow from the
Treasury. Others, such as securities issued by Fannie Mae, are supported only by
the credit of the instrumentality and by a pool of mortgage assets. If the
securities are not backed by the full faith and credit of the United States, the
owner of the securities must look principally to the agency issuing the
obligation for repayment and may not be able to assert a claim against the
United States in the event that the agency or instrumentality does not meet its
commitment.
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 this section could be adversely
affected by actions of the U.S. Government to tighten the availability of its
credit.
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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 zero coupon
bonds of municipal and corporate issuers, "stripped" U.S. Treasury notes and
bonds, 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 (and include the accrued OID
on a taxable security as income) each year, even though the holder may receive
no interest payment on the security during the year. Because the Fund annually
must distribute substantially all of its taxable income and net tax-exempt
income, including any tax-exempt OID, to continue to qualify for treatment as a
regulated investment company ("RIC"), 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 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. The Fund may realize capital gains or losses
from those sales, which would increase or decrease its taxable income and or net
capital gains.
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 security and selling them as
individual securities.
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Bonds issued by the Resolution Funding Corporation (REFCORP) and the Financing
Corporation (FICO) can also be separated in this 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, as long as WRIMCO determines that it is consistent
with the Fund's goal and investment policies. 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"
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security ("PO") receives the principal payments made by the underlying
mortgage-backed security, while the holder of the "interest-only" security
("IO") receives interest payments from the same underlying security.
For example, 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
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falling interest rates and decrease during a period of rising interest rates.
Similar factors apply to prepayments on asset-backed securities, but the
receivables underlying asset-backed securities generally are of a shorter
maturity and thus are likely to experience substantial prepayments. Such
securities, however, often provide that for a specified time period the issuers
will replace receivables in the pool that are repaid with comparable
obligations. If the issuer is unable to do so, repayment of principal on the
asset-backed securities may commence at an earlier date.
The rate of interest on mortgage-backed securities is lower than the
interest rates paid on the mortgages included in the underlying pool due to the
annual fees paid to the servicer of the mortgage pool for passing through
monthly payments to 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.
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The market for privately issued mortgage-backed and asset-backed
securities is smaller and less liquid than the market for U.S. Government
mortgage-backed securities. CMO classes may be specifically structured in a
manner that provides any of a wide variety of investment characteristics, such
as yield, effective maturity and interest rate sensitivity. As market conditions
change, however, and especially during periods of rapid or unanticipated changes
in market interest rates, the attractiveness of some CMO classes and the ability
of the structure to provide the anticipated investment characteristics may be
reduced. These changes can result in volatility in the market value and in some
instances reduced liquidity of the CMO class.
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.
INDEXED SECURITIES
The Fund may purchase securities the value of which varies in relation
to the value of other securities, securities indices 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 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.
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.
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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".
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.
ILLIQUID INVESTMENTS
Illiquid investments are investments that cannot be sold or disposed of
in the ordinary course of business within seven days at approximately the prices
at which they are valued. Investments currently considered to be illiquid
include:
(i) repurchase agreements not terminable within seven days;
(ii) bank deposits, unless they are payable at principal plus
accrued interest on demand or within seven days after demand;
(iii) securities for which market quotations are not readily
available;
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(iv) restricted securities not determined to be liquid pursuant to
guidelines established by the Fund's Board of Directors;
(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, or other circumstances, the Fund were in
a position where more than 10% of its net assets were invested in illiquid
securities, it would seek to take appropriate steps to protect liquidity.
REPURCHASE AGREEMENTS
The Fund may purchase securities subject to repurchase agreements. The
Fund will not enter into a repurchase transaction that will cause more than 10%
of its net assets to be invested in illiquid investments, which include
repurchase agreements not terminable within seven days. See "Illiquid
Investments." A repurchase agreement is an instrument under which the Fund
purchases a security and the seller (normally a commercial bank or
broker-dealer) agrees, at the time of purchase, that it will repurchase the
security at a specified time and price. The amount by which the resale price is
greater than the purchase price reflects an agreed-upon market interest rate
effective for the period of the agreement. The return on the securities subject
to the repurchase agreement may be more or less than the return on the
repurchase agreement.
The majority of the repurchase agreements in which the Fund will engage
are overnight transactions, and the delivery pursuant to the resale typically
will occur within one to five days of the purchase. The primary risk is that the
Fund may suffer a loss if the seller fails to pay the agreed-upon amount on the
delivery date and that amount is greater than the resale price of the underlying
securities and other collateral held by the Fund. In the event of bankruptcy or
other default by the seller, there may be possible delays and expenses in
liquidating the underlying securities or other collateral, decline in their
value and loss
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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 Investment Company Act
of 1940, as amended (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.
OPTIONS, FUTURES AND OTHER STRATEGIES
GENERAL. WRIMCO may use certain options, futures contracts (sometimes
referred to as "futures"), options on futures contracts, swaps, caps, floors,
collars, indexed securities and other derivative instruments (collectively,
"Financial Instruments") to attempt to (i) enhance income or yield, (ii) hedge
the Fund's investments, or (iii) manage 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.
Hedging strategies can be broadly categorized as "short hedges" and
"long hedges." A short hedge is a purchase or sale of a Financial Instrument
intended partially or fully to offset potential declines in the value of one or
more investments held in the Fund's portfolio. Thus, in a short hedge, the Fund
takes a position in a Financial Instrument whose price is expected to move in
the opposite direction of the price of the investment being hedged.
Conversely, a long hedge is a purchase or sale of a Financial
Instrument intended partially or fully to offset potential increases in the
acquisition cost of one or more investments that the Fund intends to acquire.
Thus, in a long hedge, the Fund takes a position in a Financial Instrument whose
price is expected to move in the same direction as the price of the prospective
investment being hedged. A long hedge is sometimes referred to as an
anticipatory hedge. In an anticipatory hedge transaction, the Fund does not own
a corresponding security and, therefore, the transaction does not 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
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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 may 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 particular Financial Instruments are described in the sections
that follow.
(1) Successful use of most Financial Instruments depends upon
WRIMCO's ability to predict movements of the overall securities and interest
rate markets, which requires different skills than predicting changes in the
prices of individual securities. There can be no assurance that any particular
strategy will succeed, and use of Financial Instruments could result in a loss,
regardless of whether the intent was to reduce risk or increase return.
(2) There might be imperfect correlation, or even no correlation,
between price movements of a Financial Instrument
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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 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
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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 ("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.
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
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a premium, to the option writer in exchange for the right under the option
contract.
The purchase of call options can serve as a long hedge, and the
purchase of put options can serve as a short hedge. Writing put or call options
can enable the Fund to enhance income or yield by reason of the premiums paid by
the purchasers of such options. However, if the market price of the security
underlying a put option declines to less than the exercise price of the option,
minus the premium received, the Fund would expect to suffer a loss.
Writing call options can serve as a limited short hedge, because
declines in the value of the hedged investment would be offset to the extent of
the premium received for writing the option. However, if the security
appreciates to a price higher than the exercise price of the call option, it can
be expected that the option will be exercised and the Fund will be obligated to
sell the security at less than its market value. If the call option is an OTC
option, the securities or other assets used as cover would be considered
illiquid to the extent described under "Illiquid Investments."
Writing put options can serve as a limited long hedge because increases
in the value of the hedged investment would be offset to the extent of the
premium received for writing the option. However, if the security depreciates to
a price lower than the exercise price of the put option, it can be expected that
the put option will be exercised and the Fund will be obligated to purchase the
security at more than its market value. If the put option is an OTC option, the
securities or other assets used as cover would be considered illiquid to the
extent described under "Illiquid Investments."
The value of an option position will reflect, among other things, the
current market value of the underlying investment, the time remaining until
expiration, the relationship of the exercise price to the market price of the
underlying investment, the historical price volatility of the underlying
investment and general market conditions. Options that expire unexercised have
no value.
The Fund may effectively terminate its right or obligation under an
option by entering into a closing transaction. For example, the Fund may
terminate its obligation under a call or put option that it had written by
purchasing an identical call or put option; this is known as a closing purchase
transaction. Conversely, the Fund may terminate a position in a put or call
option it had purchased by writing an identical put or call option; this is
known as a closing sale transaction. Closing transactions permit the Fund to
realize profits or limit losses on an option position prior to its exercise or
expiration.
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A type of put that the Fund may purchase is an "optional delivery
standby commitment," which is entered into by parties selling debt securities to
the Fund. An optional delivery standby commitment gives the Fund the right to
sell the security back to the seller on specified terms. This right is provided
as an inducement to purchase the security.
RISKS OF OPTIONS ON SECURITIES. Options offer large amounts of
leverage, which will result in the Fund's net asset value being more sensitive
to changes in the value of the related instrument. The Fund may purchase or
write both exchange-traded and OTC options. Exchange-traded options in the
United States are issued by a clearing organization affiliated with the exchange
on which the option is listed that, in effect, guarantees completion of every
exchange-traded option transaction. In contrast, OTC options are contracts
between the Fund and its counterparty (usually a securities dealer or a bank)
with no clearing organization guarantee. Thus, when the Fund purchases an OTC
option, it relies on the counterparty from whom it purchased the option to make
or take delivery of the underlying investment upon exercise of the option.
Failure by the counterparty to do so would result in the loss of any premium
paid by the Fund as well as the loss of any expected benefit of the transaction.
The Fund's ability to establish and close out positions in
exchange-listed options depends on the existence of a liquid market. However,
there can be no assurance that such a market will exist at any particular time.
Closing transactions can be made for OTC options only by negotiating directly
with the counterparty, or by a transaction in the secondary market if any such
market exists. There can be no assurance that the Fund will in fact be able to
close out an OTC option position at a favorable price prior to expiration. In
the event of insolvency of the counterparty, the Fund might be unable to close
out an OTC option position at any time prior to its expiration.
If the Fund were unable to effect a closing transaction for an option
it had purchased, it would have to exercise the option to realize any profit.
The inability to enter into a closing purchase transaction for a covered call
option written by the Fund could cause material losses because the Fund would be
unable to sell the investment used as cover for the written option until the
option expires or is exercised.
OPTIONS ON 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
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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 ("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 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 debt security, 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
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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 unless it owns either (1) an offsetting ("covered") position in
securities or other options or futures 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.
FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS. The purchase of
futures contracts or call options on futures contracts can serve as a long
hedge, and the sale of futures contracts or the purchase of put options on
futures contracts 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.
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<PAGE>
No price is paid upon entering into a futures contract. Instead, at the
inception of a futures contract the Fund is required to deposit "initial margin"
in an amount generally equal to 10% or less of the contract value. Margin must
also be deposited when writing a call or put option on a futures contract, in
accordance with applicable exchange rules. Unlike margin in securities
transactions, initial margin on futures contracts does not represent a
borrowing, but rather is in the nature of a performance bond or good-faith
deposit that is returned to the Fund at the termination of the transaction if
all contractual obligations have been satisfied. Under certain circumstances,
such as periods of high volatility, the Fund may be required by an exchange to
increase the level of its initial margin payment, and initial margin
requirements might be increased generally in the future by regulatory action.
Subsequent "variation margin" payments are made to and from the futures
broker daily as the value of the futures position varies, a process known as
"marking-to-market." Variation margin does not involve borrowing, but rather
represents a daily settlement of the Fund's obligations to or from a futures
broker. When the Fund purchases an option on a future, the premium paid plus
transaction costs is all that is at risk. In contrast, when the Fund purchases
or sells a futures contract or writes a call or put option thereon, it is
subject to daily variation margin calls that could be substantial in the event
of adverse price movements. If the Fund has insufficient cash to meet daily
variation margin requirements, it might need to sell securities at a time when
such sales are disadvantageous.
Purchasers and sellers of futures contracts and options on futures
contracts can enter into offsetting closing transactions, similar to closing
transactions in options, by selling or purchasing, respectively, an instrument
identical to the instrument purchased or sold. Positions in futures contracts
and options on futures contracts 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
28
<PAGE>
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.
RISKS OF FUTURES CONTRACTS AND OPTIONS THEREON. The ordinary spreads
between prices in the cash and futures markets (including the options on futures
market), due to 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 or debt 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 or debt market movements or the time span within
which the movements take place.
INDEX FUTURES. The risk of imperfect correlation between movements in
the price of an index 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
29
<PAGE>
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 on which the futures
contracts are based.
Where index futures are purchased to hedge against a possible increase
in the price of securities before the Fund is able to invest in them in an
orderly fashion, it is possible that the market may decline instead. If the Fund
then concludes not to invest in them at that time because of concern as to
possible further market decline or for other reasons, it will realize a loss on
the futures contract that is not offset by a reduction in the price of the
securities it had anticipated purchasing.
COMBINED POSITIONS. The Fund may purchase and write options in
combination with each other, or in combination with futures 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
30
<PAGE>
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 attempt to
enhance yield. Swaps involve the exchange by the Fund with another party of
their respective commitments to pay or receive cash flows on a notional
principal amount, e.g., an exchange of floating rate payments for fixed-rate
payments. The purchase of a cap entitles the purchaser, to the extent that a
specified index exceeds a predetermined value, to receive payments on a notional
principal amount from the party selling the cap. The purchase of a floor
entitles the purchaser, to the extent that a specified index falls below a
predetermined value, to receive payments on a notional principal amount from the
party selling the floor. A collar combines elements of buying a cap and selling
a floor.
Swap agreements, including caps, floors and collars, can be
individually negotiated and structured to include exposure to a variety of
different types of investments or market factors. Depending on their structure,
swap agreements may increase or decrease the overall volatility of the Fund's
investments and its share price and yield because, and to the extent, these
agreements affect the Fund's exposure to long- or short-term interest rates,
mortgage-backed security values, corporate borrowing rates or other factors such
as security prices or inflation rates.
Swap agreements will tend to shift the Fund's investment exposure from
one type of investment to another. Caps and floors have an effect similar to
buying or writing options.
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<PAGE>
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 accounts 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 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.
BORROWING
The Fund may borrow money, but only from banks and for emergency or
extraordinary purposes. If the Fund does borrow, its share price may be subject
to greater fluctuation until the borrowing is paid off.
INVESTMENT RESTRICTIONS AND LIMITATIONS
Certain of the Fund's investment restrictions, policies and other
limitations are described in the Prospectus and this SAI. The following are the
Fund's fundamental investment limitations set forth in their entirety, which,
like the Fund's goal and 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) Make any investments other than in municipal bonds and in the
taxable obligations, options, futures contracts and other
financial instruments described in the Prospectus;
(ii) Purchase any voting securities; purchase or sell physical
commodities; however, this policy shall not
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<PAGE>
prevent the Fund from purchasing and selling futures
contracts, options, forward contracts, swaps, caps, floors,
collars and other financial instruments; or purchase any real
estate or interests in real estate investment trusts;
(iii) Lend money or other assets (neither purchasing debt securities
and other obligations consistent with its goal and its other
investment policies and restrictions or engaging in repurchase
agreements is considered "lending");
(iv) Borrow money except that, as a temporary measure for
extraordinary or emergency purposes and not for investment
purposes, the Fund may borrow from banks up to 5% of the value
of its total assets. The Fund may not pledge its assets in
connection with any permitted borrowings; however, this policy
does not prevent the Fund from pledging its assets in
connection with its purchase and sale of futures contracts,
options, forward contracts, swaps, caps, floors, collars and
other financial instruments;
(v) Invest for the purpose of exercising control or management of
other companies;
(vi) Sell securities short (unless it owns or has the right to
obtain securities equivalent in kind and amount to the
securities sold short) or purchase securities on margin,
except that (1) this policy does not prevent the Fund from
entering into short positions in 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;
(vii) Participate on a joint, or a joint and several basis, in any
trading account in securities;
(viii) Engage in the underwriting of securities;
(ix) With respect to 75% of its total assets, purchase securities
of any one issuer (other than cash items and "Government
securities" as defined in the 1940 Act), if immediately after
and as a result of such purchase, the value of the holdings of
the Fund in the securities of such issuer exceeds 5% of the
value of the Fund's total assets;
(x) Buy shares of other investment companies that redeem their
shares. The Fund may buy shares of investment
33
<PAGE>
companies that do not redeem their shares if it does so 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;
(xi) Invest more than 25% of its assets in IDBs issued for any one
industry or in any one state; 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) During normal market conditions, at least 75% of the Fund's
total assets will be invested in medium- and lower-quality
municipal bonds, which are bonds rated BBB through D by S&P,
or Baa through C by MIS, or, if unrated, are determined by
WRIMCO to be of comparable quality. The Fund may invest in
higher-quality municipal bonds, and have less than 75% of its
total assets in medium- and lower-quality municipal bonds, at
times when yield spreads are narrow and the higher yields do
not justify the increased risk and when, in WRIMCO's opinion,
there is a lack of medium- and lower-quality issues in which
to invest.
(ii) The Fund may invest 25% or more of its total assets in IDBs
and PABs and may have 25% or more of its total assets invested
in securities the payment of principal and interest on which
is derived from revenue of similar projects, or in municipal
bonds of issuers located in the same geographic area.
(iii) The Fund will not purchase an IDB or PAB if it would then have
more than 5% of its total assets invested in IDBs and PABs of
companies with less than three years of continuous operation.
(iv) The Fund may not purchase a security if, as a result, more
than 10% of its net assets would consist of illiquid
investments.
(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
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<PAGE>
call option on a futures contract is "in-the-money" if the
value of the underlying futures contract exceeds the strike,
i.e., exercise, price of the call; a put option on a futures
contract is "in-the-money" if the value of the underlying
futures contract is exceeded by the strike price of the put.)
This policy does not limit to 5% the percentage of the Fund's
assets that are at risk in futures contracts, options on
futures contracts and currency options.
THE METHOD OF DETERMINING WHO IS AN ISSUER FOR PURPOSES OF THE 5%
LIMITATION IN FUNDAMENTAL RESTRICTION (IX) IS NON-FUNDAMENTAL. IN PARTICULAR, IN
APPLYING THIS LIMITATION:
(a) For municipal bonds created by a particular government but
backed only by the assets and revenues of a subdivision of
that government, such as an agency, instrumentality, authority
or other subdivision, the Fund considers such subdivision to
be the issuer;
(b) For IDBs and PABs, the nongovernmental user of facilities
financed by them is considered a separate issuer; and
(c) The Fund considers a guarantee of a municipal bond to be a
separate security that would be given a value and included in
the limitation if the value of all municipal bonds created by
the guarantor and owned by the Fund exceeds 10% of the value
of the Fund's total assets.
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 September 30, 1999 and 1998
was 26.83% and 35.16%, respectively.
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<PAGE>
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 & 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
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<PAGE>
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 WRIMCO's management services, the
Fund pays WRIMCO a fee as described in the Prospectus.
The management fees paid to WRIMCO for the fiscal years ended September
30, 1999, 1998 and 1997 were $2,626,158, $2,461,306 and $2,131,973,
respectively. The Fund accrues and pays this fee daily. 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.
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 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;
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<PAGE>
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>
The fees paid to the Agent for the fiscal years ended September 30,
1999, 1998 and 1997 were $60,000, $60,000 and $60,000, respectively.
Since the Fund pays a management fee for investment supervision and an
accounting services fee for accounting services as discussed above, WRIMCO and
the Agent, respectively, pay all of their own expenses in providing these
services. Amounts paid by the Fund under the Shareholder Servicing Agreement are
described above. Waddell & Reed, Inc. and affiliates pay the Fund's Directors
and officers who are affiliated with WRIMCO and its affiliates. The Fund pays
the fees and expenses of the Fund's other Directors.
Waddell & Reed, Inc., under an agreement separate from the Management
Agreement, Shareholder Servicing Agreement and Accounting Services Agreement,
acts as the Fund's underwriter, i.e., sells its shares on a continuous basis.
Waddell & Reed, Inc. is not required to sell any particular number of shares,
and thus sells shares only for purchase orders received. Under this agreement,
Waddell & Reed, Inc. pays the costs of sales literature, including the costs of
shareholder reports used as sales literature, and the costs of printing the
prospectus furnished to it by the Fund. The aggregate dollar amount of
underwriting commissions for Class A shares for the fiscal years ended September
30, 1999, 1998 and 1997 were $1,439,099, $1,691,251 and $1,450,698,
respectively. The amounts retained by
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<PAGE>
Waddell & Reed, Inc. for each period were $618,700, $713,220 and
$649,321, 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
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
39
<PAGE>
("sales force") and through other broker-dealers, banks and other appropriate
intermediaries. In distributing shares through its sales force, Waddell & Reed,
Inc. will pay commissions and incentives to the sales force at or about the time
of sale and will incur other expenses including costs for prospectuses, sales
literature, advertisements, sales office maintenance, processing of orders and
general overhead with respect to its efforts to distribute the Fund's shares.
The Class A Plan permits Waddell & Reed, Inc. to receive reimbursement for these
Class A-related distribution activities through the distribution fee, subject to
the limit contained in the Plan. The Class A Plan also permits Waddell & Reed,
Inc. to be reimbursed for amounts it expends in compensating, training and
supporting registered financial advisors, sales managers and/or other
appropriate personnel in providing personal services to Class A shareholders of
the Fund and/or maintaining Class A shareholder accounts; increasing services
provided to Class A shareholders of the Fund by office personnel located at
field sales offices; engaging in other activities useful in providing personal
service to Class A shareholders of the Fund and/or maintenance of Class A
shareholder accounts; and in compensating broker-dealers 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.
Service fees and distribution fees in the amounts of $1,114,884 and $77,821,
respectively, were paid (or accrued) by the Fund under the Class A Plan for the
fiscal year ended September 30, 1999.
To the extent that Waddell & Reed, Inc. incurs expenses for which
reimbursement may be made under the Plan that relate to distribution activities
also involving another fund in the Waddell & Reed Advisors Funds or W&R Funds,
Inc., Waddell & Reed, Inc. typically determines the amount attributable to the
Fund's expenses under the 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
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<PAGE>
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, 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
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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., Kansas City, 928 Grand
Boulevard, Missouri. In general, the Custodian is responsible for holding the
Fund's cash and securities. Deloitte & Touche LLP, 1010 Grand Boulevard, Kansas
City, Missouri, the Fund's independent auditors, audits the Fund's financial
statements.
PURCHASE, REDEMPTION AND PRICING OF SHARES
DETERMINATION OF OFFERING PRICE
The net asset value ("NAV") of each class of the shares of the Fund is
the value of the assets of that class, less that 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) ............................................................. $4.94
Add: selling commission (4.25% of offering
price) ................................................................... .22
-----
Maximum offering price per Class A share (Class A NAV per Class A share
divided by 95.75%) ....................................................... $5.16
=====
</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.
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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 New York Stock Exchange (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 the NYSE will not be open on the following days: New
Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. However,
it is possible that the NYSE may close on other days. The NAV will change every
business day, since the value of the assets and the number of shares outstanding
change every day.
The Board of Directors has decided to use the prices quoted by a dealer
in bonds that offers a pricing service to value municipal bonds. The Board of
Directors believes that such a service does quote their fair value. The Board of
Directors, however, may hereafter determine to use another service or use the
bid price quoted by dealers if it should determine that such service or quotes
more accurately reflect the fair value of municipal bonds held by the Fund.
Short-term debt securities with remaining maturities of 60 days or less
are valued at amortized cost, which approximates market value. Securities or
other assets that are not valued by either of the foregoing methods and for
which market quotations are not readily available would be valued by appraisal
at their fair value as determined in good faith under procedures established by,
and under the general supervision and responsibility of, the Board of Directors.
Options and futures contracts purchased and held by the Fund are valued
at the last sales price 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 for 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.
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<PAGE>
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 minimum initial
investment of $25 is applicable to purchases made through payroll deduction for
or by employees of WRIMCO, Waddell & Reed, Inc. or their affiliates. A $50
minimum initial investment pertains 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 $100 minimum initial investment pertains to certain exchanges of
shares from another fund in the Waddell & Reed Advisors Funds. 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."
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. References to purchases in an Individual Retirement Account
("IRA") or other tax-advantaged plan (for which investments in the Fund would
not be appropriate) are made only to illustrate how purchases of Fund shares may
be grouped with purchases made in shares of other funds in the Waddell & Reed
Advisors Funds.
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);
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;
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5. Purchase by any custodian for the child of that individual or spouse in
a Uniform Transfers to Minors Act ("UTMA") or Uniform Gifts to Minors
Act ("UGMA") account;
6. Purchases by that individual or his or her spouse for his or her IRA,
or 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"), or his or her tax-sheltered annuity account ("TSA") or
Keogh plan account, provided that the individual and spouse are the
only participants in the Keogh plan; and
7. Purchases by a trustee under a trust where that individual or his or
her spouse is the settlor (the person who establishes the trust).
For the foregoing categories, an individual's domestic partner is
treated as his or her spouse.
Examples:
A. Grandmother opens an UGMA account for grandson A; Grandmother
has an account in her own name; A's father has an account in
his own name; the UGMA account may be grouped with A's
father's account but may not be grouped with Grandmother's
account;
B. H establishes a trust naming his children as beneficiaries and
appointing himself and his bank as co-trustees; a purchase
made in the trust account is eligible for grouping with an IRA
account of W, H's wife;
C. H's will provides for the establishment of a trust for the
benefit of his minor children upon H's death; his bank is
named as trustee; upon H's death, an account is established in
the name of the bank, as trustee; a purchase in the account
may be grouped with an account held by H's wife in her own
name.
D. X establishes a trust naming herself as trustee and R, her
son, as successor trustee and R and S as beneficiaries; upon
X's death, the account is transferred to R as trustee; a
purchase in the account may not be grouped with R's individual
account. (If X's spouse, Y, was successor trustee, this
purchase could be grouped with Y's individual account.)
Account grouping as described above is available under the following
circumstances.
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<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 $100,000; at the same
time, H's parents open up two UGMA accounts for H and W's two minor
children and invest $100,000 in each child's name; the combined
purchases of Class A shares are subject to the reduced sales load
applicable to a purchase of $300,000 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 $100,000. His wife, W, now wishes to
invest $15,000 in Class A shares of the Fund. W's purchase will be
combined with H's existing account and will be entitled to the reduced
sales charge applicable to a purchase in excess of $100,000. H's
original $100,000 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 $300,000. H has an UGMA for
his child and the Class A shares held in the account have a NAV as of
the date the LOI is accepted by Waddell & Reed, Inc. of $50,000; H's
wife, W, has an account in her own name invested in another fund in the
Waddell & Reed Advisors Funds which charges the same sales load as the
Fund, with a NAV as of the date of acceptance of the LOI of $75,000; H
needs to invest $175,000 in Class A shares over the 13-month period in
order to qualify for the reduced sales load applicable to a purchase of
$300,000.
A copy of the LOI signed by a purchaser will be returned to the
purchaser after it is accepted by Waddell & Reed, Inc. and will set forth the
dollar amount of Class A shares which must be purchased within the 13-month
period in order to qualify for the reduced sales charge.
The minimum initial investment under an LOI is 5% of the dollar amount
which must be invested under the LOI. An amount equal to 5% of the purchase
required under the LOI will be held "in escrow." If a purchaser does not, during
the period covered by the LOI, invest the amount required to qualify for the
reduced sales charge under the terms of the LOI, he or she will be responsible
for payment of the sales charge applicable to the amount actually invested. The
additional sales charge owed on purchases of Class A shares made under an LOI
which is not completed will be collected by redeeming part of the shares
purchased under the LOI and held "in escrow" unless the purchaser makes payment
47
<PAGE>
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 Letters of Intent 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.
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.
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 affiliated entity of Waddell & Reed, Inc.,
employees of Waddell & Reed, Inc. or of any of its affiliates, financial
advisors of Waddell & Reed, Inc. and the spouse, children, parents, children's
spouses and spouse's parents of each such Director, officer, employee and
financial advisor. "Child" includes stepchild; "parent" includes stepparent.
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" include retired employees. A "retired
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<PAGE>
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 include 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" include 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 the UGMA or UTMA purchasing for the child or grandchild of any
employee or financial advisor may purchase Class A shares at NAV whether or not
the custodian himself is an eligible purchaser.
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.
Shares may also be issued at NAV in a merger, acquisition or exchange
offer made pursuant to a plan of reorganization to which the Fund is a party.
REASONS FOR DIFFERENCES IN PUBLIC OFFERING PRICE OF CLASS A SHARES
As described herein and in the Prospectus, there are a number of
instances in which the Fund's Class A shares are sold or issued on a basis other
than at the maximum public offering price, that is, the NAV plus the highest
sales charge. Some of these instances relate to lower or eliminated sales
charges for larger purchases of Class A shares, whether made at one time or over
a period of time as under an LOI or Rights of Accumulation. See the table of
sales charges in the Prospectus. 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
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<PAGE>
Class A shares without a sales charge are permitted to Directors, officers and
certain others due to reduced or eliminated selling expenses and since such
sales may aid in the development of a sound employee organization, encourage
responsibility and interest in the Waddell & Reed Advisors Funds and an
identification with its aims and policies. Limited reinvestments of redemptions
of Class A shares at no sales charge are permitted to attempt to protect against
mistaken or not fully informed redemption decisions. Class A shares may be
issued at no sales charge in plans of reorganization due to reduced or
eliminated sales expenses and since, in some cases, such issuance is exempted by
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 shareholders adversely affected since, in each case, the Fund receives
the NAV per share of all shares sold or issued.
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
determining 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.
FLEXIBLE WITHDRAWAL SERVICE FOR CLASS A, CLASS B AND CLASS C SHAREHOLDERS
If you qualify, you may arrange to receive through the Flexible
Withdrawal Service (the "Service") regular monthly, quarterly, semiannual or
annual payments by redeeming on an ongoing basis Class A, Class B or Class C
shares that you own of the Fund, or of any of the funds in the Waddell & Reed
Advisors Funds or W&R Funds, Inc. It would be a disadvantage to an investor to
make additional purchases of Class A shares while the Service is in effect
because it would result in duplication of sales charges. Class B and Class C
shares and certain Class A shares to which the CDSC otherwise applies that are
redeemed under the Service are not subject to a CDSC.
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<PAGE>
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.
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 your account are redeemed, you will not receive any further payments.
Thus, the payments are not an annuity, an income or return on your investment.
You may, at any time, change the manner in which you have chosen to
have shares redeemed to any of the other choices originally available to you.
You may, at any time, redeem part
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<PAGE>
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
You may decide you would rather own shares of one or more of the other
funds in the Waddell & Reed Advisors Funds or the W&R Funds, Inc. rather than
Fund shares. An exchange of Fund shares may be made only if you have held the
shares for at least six months unless the exchange is for shares of Waddell &
Reed Advisors Government Securities Fund, Inc., Waddell & Reed Advisors
Municipal Bond Fund, Inc., Waddell & Reed Advisors Cash Management, Inc., W&R
Funds Municipal Bond Fund, W&R Funds Limited Term Bond Fund or W&R Funds Money
Market Fund or unless the Fund shares were acquired by payment of a dividend or
distribution, in which cases there is no holding period. The shares you exchange
must be worth at least $100 or you must already own shares of the fund into
which you are investing. You may exchange for shares of another fund without
payment of an additional sales charge. You should ask for and read the
prospectus for the fund into which you are thinking of making an exchange before
doing so.
Fund shares may be received in exchange for shares of any of the other
funds in the Waddell & Reed Advisors Funds, except for shares of Waddell & Reed
Advisors Cash Management, Inc. acquired by direct purchase or received in
payment of dividends on those shares.
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 at least $25. Minimum initial investment and minimum balance requirements
apply to such automatic exchange service.
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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 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 a 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 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 a fund. The shares of Waddell
& Reed Advisors Cash Management, Inc. which you designate for 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.
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<PAGE>
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 Class A shares of Waddell &
Reed Advisors Cash Management.
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 the fund receives your exchange request 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.
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
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.
There is also a reinvestment privilege for Class B and Class C shares
and, where applicable, certain Class A shares under which you may reinvest all
or part of any amount of the shares you redeemed and have the corresponding
amount of the deferred sales charge, if any, which you paid restored to your
account by adding the amount of that charge to the amount you are reinvesting in
shares of the same class. If Fund shares of that class are then being offered,
you can put all or part of your redemption payment back into such shares at the
NAV next calculated after you have returned the amount. Your written 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.
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
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<PAGE>
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.
KEITH A. TUCKER*
Chairman of the Board of Directors of the Fund and each of the other
funds in the Fund Complex; Chairman of the Board of Directors, Chief Executive
Officer and Director of Waddell & Reed Financial, Inc.; President, Chairman of
the Board of Directors, Director and Chief Executive Officer of Waddell & Reed
Financial Services, Inc.; Chairman of the Board of Directors and Director of
WRIMCO, Waddell & Reed, Inc. and Waddell & Reed Services Company; formerly,
President of each of the funds in the Fund Complex; formerly, Chairman of the
Board of Directors of Waddell & Reed Asset Management Company, a former
affiliate of Waddell & Reed Financial, Inc. Date of birth: February 11, 1945.
55
<PAGE>
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 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.
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<PAGE>
ROBERT L. HECHLER*
President and Principal Financial Officer of the Fund and each of the
other funds in the Fund Complex; Executive Vice President, Chief Operating
Officer and Director of Waddell & Reed Financial, Inc.; Executive Vice
President, Chief Operating Officer, Director and Treasurer of Waddell & Reed
Financial Services, Inc.; Executive Vice President, Principal Financial Officer,
Director and Treasurer of WRIMCO; President, Chief Executive Officer, Principal
Financial Officer, Director and Treasurer of Waddell & Reed, Inc.; Director and
Treasurer of Waddell & Reed Services Company; Chairman of the Board of
Directors, Chief Executive Officer, President and Director of Fiduciary Trust
Company of New Hampshire, an affiliate of Waddell & Reed, Inc.; Director of
Legend Group Holdings, LLC, Legend Advisory Corporation, Legend Equities
Corporation, Advisory Services Corporation, The Legend Group, Inc. and LEC
Insurance Agency, Inc.; formerly, Vice President of each of the funds in the
Fund Complex; formerly, Director and Treasurer of Waddell & Reed Asset
Management Company; formerly, President of Waddell & Reed Services Company. Date
of birth: November 12, 1936.
HENRY J. HERRMANN*
Vice President of the Fund and each of the other funds in the Fund
Complex; President, Chief Investment Officer, and Director of Waddell & Reed
Financial, Inc.; Executive Vice President, Chief Investment Officer and Director
of Waddell & Reed Financial Services, Inc.; Director of Waddell & Reed, Inc.;
President, Chief Executive Officer, Chief Investment Officer and Director of
WRIMCO; Chairman of the Board of Directors of Austin, Calvert & Flavin, Inc., an
affiliate of WRIMCO; formerly, President, Chief Executive Officer, Chief
Investment Officer and Director of Waddell & Reed Asset Management Company. Date
of birth: December 8, 1942.
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.
57
<PAGE>
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.; Senior Vice President,
Secretary and General Counsel of Waddell & Reed Financial Services Company,
Waddell & Reed, Inc., WRIMCO and Waddell & Reed Services Company; Secretary and
Director of Fiduciary Trust Company of New Hampshire, an affiliate of Waddell &
Reed, Inc.; formerly, Assistant Secretary of Waddell & Reed Financial, Inc.;
formerly, an attorney with Klenda, Mitchell, Austerman & Zuercher, L.L.C. Date
of birth:
December 8, 1965.
KRISTEN A. RICHARDS
Vice President, Secretary and Associate General Counsel of the Fund and
each of the other funds in the Fund Complex; Vice President and Associate
General Counsel of WRIMCO; formerly, Assistant Secretary of the Fund and each of
the other funds in the Fund Complex; formerly, Compliance Officer of WRIMCO.
Date of birth: December 2, 1967.
THEODORE W. HOWARD
Vice President, Treasurer and Principal Accounting Officer of the Fund
and each of the other funds in the Fund Complex; Vice President of Waddell &
Reed Services Company. Date of birth: July 18, 1942.
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<PAGE>
MARK OTTERSTROM
Vice President of the Fund and Vice President of WRIMCO; formerly,
Assistant Portfolio Manager for investment companies managed by WRIMCO. Date of
birth: December 17, 1954.
The address of each person is 6300 Lamar Avenue, P.O. Box 29217,
Shawnee Mission, Kansas 66201-9217 unless a different address is given.
The Directors who may be deemed to be "interested persons" as defined
in the 1940 Act of the Fund's underwriter, Waddell & Reed, Inc., or of its
manager, WRIMCO, are indicated as such by an asterisk.
The Board of Directors has created an honorary position of Director
Emeritus, whereby an incumbent Director who has attained the age of 70 may, or
if elected on or after May 31, 1993 and has attained the age of 75 must, resign
his or her position as Director and, unless he or she elects otherwise, will
serve as Director Emeritus provided the Director has served as a Director of the
Funds for at least five years which need not have been consecutive. A Director
Emeritus receives fees in recognition of his or her past services whether or not
services are rendered in his or her capacity as Director Emeritus, but he or she
has no authority or responsibility with respect to the management of the Fund.
Messrs. Henry L. Bellmon, Jay B. Dillingham, Doyle Patterson, Ronald K. Richey
and Paul S. Wise retired as Directors of the Fund and of each of the funds in
the Fund Complex, and each serves as Director Emeritus.
The funds in the Waddell & Reed Advisors Funds, 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,
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<PAGE>
Inc. based on the funds' relative size. During the Fund's fiscal year ended
September 30, 1999, the Fund's Directors received the following fees for service
as a director:
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 1,284 59,000
John A. Dillingham 1,284 59,000
David P. Gardner 1,230 56,500
Linda K. Graves 1,284 59,000
Joseph Harroz, Jr. 1,209 56,500
John F. Hayes 1,284 59,000
Glendon E. Johnson 1,295 59,500
William T. Morgan 1,284 59,000
Ronald C. Reimer 1,202 56,500
Frank J. Ross, Jr. 1,284 59,000
Eleanor B. Schwartz 1,295 59,500
Frederick Vogel III 1,295 59,500
</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.
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<PAGE>
<TABLE>
<CAPTION>
Shares owned
Name and Address Beneficially
of Beneficial Owner Class or of Record Percent
------------------- ----- ------------ -------
<S> <C> <C> <C>
Jeanne D. Perks Class B 10,124 5.60%
P. O. Box 18074
Reno NV 89510-0074
Phyllis A Reimer Trustee Class B 9,349 5.17%
U/A Dtd November 20 1996
Phyllis A Reimer Lvg Trust
5014 Briercrest
Lakewood CA 90713-1819
Betty W Taliaferro (TOD) Class B 20,853 11.52%
9104n Roe Ave
Prairie Village KS 66207-2603
Lawrence H Moninghoff (TOD) Class B 12,410 6.86%
HCR 1 Box 676
Old Town FL 32680-9593
Earline Nelson (TOD) Class B 15,651 8.65%
2804 SW 10th St
Lees Summit MO 64081-2375
Donald Shively & Class B 10,299 5.69%
Miriam Shively Jtn Ros (TOD)
P. O. Box 22384
Oklahoma City OK 73123-1384
Sandra E. Buck (TOD) Class C 5,483 6.25%
Jeffrey T. Miller
3427 F Rd
Clifton CO 81520-8432
Lora L Hittle Trustee Class C 6,088 6.94%
U/A dated September 13 1991
Lora L Hittle Trust
640 Knotty Pine
Green River WY 82935-4940
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<PAGE>
Kathleen R. Class C 6,049 6.89%
Christopherson (TOD)
9 Claymont Ct
Springfield IL 62704-1207
Randy J. Dircks & Class C 8,162 9.30%
Kathryn M. Holipitza Jtn Ros
109 Jennifer Dr
Chester NH 03036-4121
Robert Kaplan Tr Class C 9,719 11.07%
U/A dtd 01/26/86
L & S Kaplan Family Trust
6585 Hawarden Dr
Riverside CA 92506-5109
Waddell & Reed, Inc. Class Y 394 100.00%
Attn: Ty Towery
P. O. Box 29217
Shawnee Mission KS 66201-9217
</TABLE>
PAYMENTS TO SHAREHOLDERS
GENERAL
There are two sources for the payments the Fund makes to you as a
shareholder of a class of shares of the Fund, other than payments when you
redeem your shares. The first source is net investment income, which is derived
from the interest and earned discount on the securities the Fund holds, less
expenses (which will vary by class). 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;
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<PAGE>
these gains can be either long-term or short-term, depending on how long the
Fund has owned the securities before it sells them. The payments made to
shareholders from net investment income and net short-term capital gains are
called dividends.
The Fund pays distributions from net capital gains (the excess of net
long-term capital gains over net short-term capital losses). It may or may not
have such gains, depending on whether securities are sold and at what price. If
the Fund has net 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.
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 Fund 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., with no sales charge) next calculated after receipt by Waddell &
Reed, Inc. of the amount clearly identified as a reinvestment. The reinvestment
must be within forty-five days after the payment.
TAXES
GENERAL
The Fund has qualified since inception for treatment as a 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 and net short-term capital gains that it distributes to its
shareholders. To continue to qualify for treatment as a RIC, the Fund must
distribute to its shareholders for each taxable year at least 90%
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<PAGE>
of its investment company taxable income plus its net interest income excludable
from gross income under Section 103(a) of the Code ("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 and other securities that are limited, in respect of
any one issuer, to an amount that does not exceed 5% of the value of the Fund's
total assets and that does not represent more than 10% of the issuer's
outstanding voting securities ("50% Diversification Requirement"); and (3) at
the close of each quarter of the Fund's taxable year, not more than 25% of the
value of its total assets may be invested in securities (other than U.S.
Government securities or the securities of other RICs) of any one issuer.
If the Fund failed to qualify for treatment as a RIC for any taxable
year, (a) it would be taxed as an ordinary corporation on the full amount of its
taxable income for that year (even is it distributed that income to its
shareholders) and (b) the shareholders would treat all distributions out of its
earnings and profits, including distributions that otherwise would be
"exempt-interest dividends" described in the following paragraph and
distributions of net capital gains, as taxable 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 paid by the Fund will qualify as "exempt-interest dividends,"
and thus will be excludable from shareholders' gross income, if the Fund
satisfies the additional requirement that, at the close of each quarter of its
taxable year, at least 50% of the value of its total assets consists of
securities the interest on which is excludable from gross income under section
103(a); the Fund intends to continue to satisfy this requirement. The aggregate
dividends excludable from all shareholders' gross income may not exceed the
Fund's net tax-exempt income. The Fund uses the average annual method to
determine the exempt income portion of each distribution, and the percentage of
income designated as tax-exempt for any particular distribution may be
substantially different from the percentage of the Fund's income that was
tax-exempt during the period covered by the distribution. The treatment of
dividends from the Fund under state and local income tax laws may differ from
the treatment thereof under the Code.
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<PAGE>
Up to 85% of social security and railroad retirement benefits may be
included in taxable income for recipients whose adjusted gross income (including
income from tax-exempt sources such as the Fund) plus 50% of their benefits
exceeds certain base amounts. Exempt-interest dividends from the Fund still are
tax-exempt to the extent described above; they are only included in the
calculation of whether a recipient's income exceeds the established amounts.
If the Fund invests in any instruments that generate taxable income,
under the circumstances described in the Prospectus, distributions of the
interest earned thereon will be taxable to shareholders as ordinary income to
the extent of the Fund's earnings and profits. Moreover, if the Fund realizes
capital gains as a result of market transactions, any distribution of the gains
will be taxable to shareholders. There also may be collateral Federal income tax
consequences regarding the receipt of tax-exempt dividends by shareholders such
as S corporations, financial institutions and property and casualty insurance
companies. Any shareholder that falls into any of these categories should
consult its tax adviser concerning its investment in Fund shares.
Dividends and distributions declared by the Fund in October, November
or December of any year and payable to shareholders of record on a date in any
of those months are deemed to have been paid by the Fund and received by the
shareholders on December 31 of that year even if they are paid by the Fund
during the following January. Accordingly, those dividends and distributions
will be reported by, and (except for exempt-interest dividends) 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 disallowed to the extent of any exempt-interest dividends
received on those shares and any balance of the loss that is not disallowed 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 taxable 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 taxable 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 Fund's policy to pay sufficient taxable
dividends and distributions each year to avoid imposition of the Excise Tax.
65
<PAGE>
INCOME FROM OPTIONS AND FUTURES CONTRACTS
The use of hedging strategies, such as writing (selling) and purchasing
options and futures contracts, involves complex rules that will determine for
income tax purposes the amount, character and timing of recognition of the gains
and losses the Fund realizes in connection therewith. Gains in options and
futures contracts derived by the Fund with respect to its business of investing
in securities will qualify as permissible income under the Income Requirement.
Any income the Fund earns from writing options is treated as short-term
capital gain. If the Fund enters into a closing purchase transaction, it will
have a short-term capital gain or loss based on the difference between the
premium it receives for the option it wrote and the premium it pays for the
option it buys. If an option written by the Fund lapses without being exercised,
the premium it received also will be a short-term capital gain. If such an
option is exercised and the Fund thus sells the securities subject to the
option, the premium the Fund receives will be added to the exercise price to
determine the gain or loss on the sale.
Certain options and futures contracts in which the Fund may invest may
be "section 1256 contracts." Section 1256 contracts held by the Fund at the end
of its taxable year, other than contracts subject to a "mixed straddle" election
made by the Fund, are "marked-to-market" (that is, treated as sold at that time
for their fair market value) for Federal income tax purposes, with the result
that unrealized gains or losses are treated as though they were realized. Sixty
percent of any net gain or loss recognized on these deemed sales, and 60% of any
net realized gain or loss 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 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 a loss that would
otherwise be recognized under the mark-to-market rules discussed above. The
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<PAGE>
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 contract or short
sale) with respect to any stock, debt instrument (other than "straight debt") or
partnership interest the fair market value of which exceeds its adjusted basis
-- and enters into a "constructive sale" of the position, the Fund will be
treated as having made an actual sale thereof, with the result that gain will be
recognized at that time. A constructive sale generally consists of a short sale,
an offsetting notional principal contract or futures contract 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 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 SECURITIES
The Fund may acquire zero coupon or other securities issued with OID.
As a holder of those securities, the Fund must account for the OID that accrues
on such tax-exempt securities and must include in its income the OID that
accrues on such taxable securities during the taxable year, even if the Fund
receives no corresponding payment on the securities during the year. Because the
Fund annually must distribute substantially all of its investment company
taxable income and net tax-exempt income, including any accrued OID, to satisfy
the Distribution Requirement and (with respect to taxable income) 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
67
<PAGE>
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.
Purchases are made directly from issuers or from underwriters, dealers or banks.
Purchases from underwriters include a commission or concession paid by the
issuer to the underwriter. Purchases from dealers will include the spread
between the bid and asked prices. Brokerage commissions are paid primarily for
effecting transactions in securities traded on an exchange and otherwise only if
it appears likely that a better price or execution can be obtained. The
individual who manages the Fund may manage other advisory accounts with similar
investment objectives. It can be anticipated that the manager will frequently
place concurrent orders for all or most accounts for which the manager has
responsibility or WRIMCO may otherwise combine orders for the Fund with those of
other funds in the Waddell & Reed Advisors Funds, 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. 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.
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<PAGE>
In all cases, WRIMCO seeks to implement its allocation procedures to
achieve a fair and equitable allocation of securities among its funds and other
advisory accounts. Sharing in large transactions could affect the price the Fund
pays or receives or the amount it buys or sells. As well, a better negotiated
price 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 or spreads, as applicable. The Fund has not effected
transactions through brokers and does not anticipate doing so. However, if
WRIMCO were to effect brokerage transactions, it need not seek competitive
commission bidding but is expected to minimize the commissions paid to the
extent consistent with the interests and policies of the Fund. Subject to review
by the Board of Directors, such policies include the selection of brokers which
provide execution and/or research services and other services, including pricing
or quotation services directly or through others ("research and brokerage
services") considered by WRIMCO to be useful or desirable for its investment
management of the Fund and/or the other funds and accounts over which WRIMCO has
investment discretion.
Research and brokerage services are, in general, defined by reference
to Section 28(e) of the Securities Exchange Act of 1934 as including (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
69
<PAGE>
those other accounts may be useful both to the Fund and one or more of such
other accounts. To the extent that electronic or other products provided by such
brokers to assist WRIMCO in making investment management decisions are used for
administration or other non-research purposes, a reasonable allocation of the
cost of the product attributable to its non-research use is made by WRIMCO.
Such investment research (which may be supplied by a third party at the
request of a broker) 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, 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
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
70
<PAGE>
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 classes, dividends and liquidation proceeds of Class B
shares and Class C shares are expected to be lower than for Class A shares,
which in turn are expected to be lower than for Class Y shares of the Fund. Each
fractional share of a class has the same rights, in proportion, as a full share
of that class. Shares are fully paid and nonassessable when purchased.
The Fund does not hold annual meetings of shareholders; however,
certain significant corporate matters, such as the approval of a new investment
advisory agreement or a change in a fundamental investment policy, which require
shareholder approval will be presented to shareholders at a meeting called by
the Board of Directors for such purpose.
Special meetings of shareholders may be called for any purpose upon
receipt by the Fund of a request in writing signed by shareholders holding not
less than 25% of all shares entitled to vote at such meeting, provided certain
conditions stated in the Bylaws are met. There will normally be no meeting of
the shareholders for the purpose of electing directors until such time as less
than a majority of directors holding office have been elected by shareholders,
at which time the directors then in office will call a shareholders' meeting for
the election of directors. To the extent that Section 16(c) of the 1940 Act
applies to the Fund, the directors are required to call a meeting of
shareholders for the purpose of voting upon the question of removal of any
director when requested in writing to do so by the shareholders of record of not
less than 10% of the Fund's outstanding shares.
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.
71
<PAGE>
APPENDIX A
The following are descriptions of some of the ratings of securities
that 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 or municipal bond rating is a current assessment of the
creditworthiness of an obligor with respect to a specific obligation. This
assessment of creditworthiness may take into consideration obligors such as
guarantors, insurers or lessees.
The debt rating is not a recommendation to purchase, sell or hold a
security, inasmuch as it does not comment as to market price or suitability for
a particular investor.
The ratings are based on current information furnished to S&P by the
issuer or obtained by S&P from other sources it considers reliable. S&P does not
perform an audit in connection with any rating and may, on occasion, rely on
unaudited financial information. The ratings may be changed, suspended or
withdrawn as a result of changes in, or unavailability of, such information, or
based on other circumstances.
The ratings are based, in varying degrees, on the following
considerations:
1. Likelihood of default -- capacity and willingness of the obligor as to
the timely payment of interest and repayment of principal in accordance
with the terms of the obligation;
2. Nature of and provisions of the obligation;
3. Protection afforded by, and relative position of, the obligation in the
event of bankruptcy, reorganization or other arrangement under the laws
of bankruptcy and other laws affecting creditors' rights.
A brief description of the applicable S&P rating symbols and their
meanings follow:
AAA -- Debt rated AAA has the highest rating assigned by S&P. Capacity
to pay interest and repay principal is extremely strong.
72
<PAGE>
AA -- Debt rated AA also qualifies as high quality debt. Capacity to
pay interest and repay principal is very strong, and debt rated AA differs from
AAA issues only in small degree.
A -- Debt rated A has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in higher rated
categories.
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.
73
<PAGE>
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.
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.
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<PAGE>
Aa -- Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuations of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in Aaa
securities.
A -- Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade obligations. Factors
giving security to principal and interest are considered adequate, but elements
may be present which suggest a susceptibility to impairment sometime in the
future.
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.
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<PAGE>
DESCRIPTION OF MUNICIPAL NOTE RATINGS
An S&P note rating reflects the liquidity factors and market access
risks unique to notes. Notes maturing in 3 years or less will likely receive a
note rating. Notes maturing beyond 3 years will most likely receive a long-term
debt rating. The following criteria will be used in making that assessment.
--Amortization schedule (the larger the final maturity relative to other
maturities, the more likely the issue is to be treated as a note).
--Source of Payment (the more the issue depends on the market for its
refinancing, the more likely it is to be treated as a note.)
The note rating symbols and definitions are as follows:
SP-1 Strong capacity to pay principal and interest. Issues determined to
possess very strong characteristics are given a plus (+) designation.
SP-2 Satisfactory capacity to pay principal and interest, with some
vulnerability to adverse financial and economic changes over the term
of the notes.
SP-3 Speculative capacity to pay principal and interest.
Moody's Short-Term Loan Ratings -- MIS ratings for state and municipal
short-term obligations will be designated Moody's Investment Grade (MIG). This
distinction is in recognition of the differences between short-term credit risk
and long-term risk. Factors affecting the liquidity of the borrower are
uppermost in importance in short-term borrowing, while various factors of major
importance in bond risk are of lesser importance over the short run. Rating
symbols and their meanings follow:
MIG 1 -- This designation denotes best quality. There is present strong
protection by established cash flows, superior liquidity support or demonstrated
broad-based access to the market for refinancing.
MIG 2 -- This designation denotes high quality. Margins of protection
are ample although not so large as in the preceding group.
MIG 3 -- This designation denotes favorable quality. All security
elements are accounted for but this is lacking the undeniable strength of the
preceding grades. Liquidity and cash flow protection may be narrow and market
access for refinancing is likely to be less well established.
MIG 4 -- This designation denotes adequate quality. Protection commonly
regarded as required of an investment security is present and although not
distinctly or predominantly speculative, there is specific risk.
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<PAGE>
DESCRIPTION OF COMMERCIAL PAPER RATINGS
An S&P commercial paper rating is a current assessment of the
likelihood of timely payment of debt considered short-term in the relevant
market. Ratings are graded into several categories, ranging from "A-1" for the
highest quality obligations to D for the lowest. Issuers rated A are further
referred to by use of numbers 1, 2 and 3 to indicate the relative degree of
safety. Issues assigned an A rating (the highest rating) are regarded as having
the greatest capacity for timely payment. An A-1 designation indicates that the
degree of safety regarding timely payment is strong. Those issues determined to
possess extremely strong safety characteristics are denoted with a plus sign (+)
designation. An A-2 rating indicates that capacity for timely payment is
satisfactory; however, the relative degree of safety is not as high as for
issues designated A-1. Issues rated A-3 have adequate capacity for timely
payment; however, they are more vulnerable to the adverse effects of changes in
circumstances than obligations carrying the higher designations. Issues rated B
are regarded as having only speculative capacity for timely payment. A C rating
is assigned to short-term debt obligations with a doubtful capacity for payment.
Debt rated D is in payment default, which occurs when interest payments or
principal payments are not made on the date due, even if the applicable grace
period has not expired, unless S&P believes that such payments will be made
during such grace period.
MIS commercial paper ratings are opinions of the ability of issuers to
repay punctually promissory obligations not having an original maturity in
excess of nine months. MIS employs the designations of Prime 1, Prime 2 and
Prime 3, all judged to be investment grade, to indicate the relative repayment
capacity of rated issuers. Issuers rated Prime 1 have a superior capacity for
repayment of short-term promissory obligations and repayment capacity will
normally be evidenced by (1) lending market positions in well established
industries; (2) high rates of return on funds employed; (3) conservative
capitalization structures with moderate reliance on debt and ample asset
protection; (4) broad margins in earnings coverage of fixed financial charges
and high internal cash generation; and (5) well established access to a range of
financial markets and assured sources of alternate liquidity. Issuers rated
Prime 2 also have a strong capacity for repayment of short-term promissory
obligations as will normally be evidenced by many of the characteristics
described above for Prime 1 issuers, but to a lesser degree. Earnings trends and
coverage ratios, while sound, will be more subject to variation; capitalization
characteristics, while still appropriate, may be more affected by external
conditions; and ample alternate liquidity is maintained. Issuers rated Prime 3
have an acceptable capacity for repayment of short-term promissory obligations,
as will normally be evidenced by many of the characteristics above for Prime 1
issuers, but to a lesser degree. The effect of industry characteristics and
market composition may be more pronounced;
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<PAGE>
variability in earnings and profitability may result in changes in the level of
debt protection measurements and requirement for relatively high financial
leverage; and adequate alternate liquidity is maintained.
78
<PAGE>
THE INVESTMENTS OF
UNITED MUNICIPAL HIGH INCOME FUND, INC.
MARCH 31, 2000
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
<S> <C> <C>
MUNICIPAL BONDS
ALABAMA - 0.23%
The Marshall County Health Care Authority,
Hospital Revenue Refunding Bonds, Series
1992 (Guntersville-Arab Medical Center),
7.0%, 10-1-13 ....................................................... $ 1,000 $ 1,013,750
ALASKA - 0.46%
City of Seward, Alaska, Revenue Bonds, 1996
(Alaska Sealife Center Project),
7.65%, 10-1-16 ...................................................... 2,000 2,020,000
ARIZONA - 1.63%
The Industrial Development Authority of the
County of Gila, Arizona, Environmental Revenue
Refunding Bonds (ASARCO Incorporated Project),
Series 1998,
5.55%, 1-1-27 ....................................................... 4,750 3,740,625
Hayden-Winkelman Unified School District No.
41 of Gila County, Arizona, Capital
Appreciation Refunding Bonds, Series 1995,
0.0%, 7-1-10 ........................................................ 6,145 3,402,794
Total ............................................................... 7,143,419
CALIFORNIA - 2.15%
California Statewide Communities Development
Authority, Hospital Refunding Revenue Certificates
of Participation, Series 1993, Cedars-Sinai
Medical Center, Inverse Floating Rate
Security (INFLOS),
7.049%, 11-1-15 (A) ................................................. 4,000 3,680,000
Sierra Kings Health Care District Revenue
Bonds, Series 1996,
6.5%, 12-1-26 ....................................................... 2,000 1,635,000
Certificates of Participation (1991 Capital
Improvement Project), Bella Vista Water
District (California),
7.375%, 10-1-17 ..................................................... 1,500 1,565,625
Carson Redevelopment Agency (California),
Redevelopment Project Area No. 1,
Tax Allocation Bonds, Series 1993B,
6.0%, 10-1-16 ....................................................... 1,500 1,513,125
Kings County Waste Management Authority, Solid
Waste Revenue Bonds, Series 1994 (California),
7.2%, 10-1-14 ....................................................... 940 1,023,425
Total ............................................................... 9,417,175
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
</TABLE>
<PAGE>
THE INVESTMENTS OF
UNITED MUNICIPAL HIGH INCOME FUND, INC.
MARCH 31, 2000
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
<S> <C> <C>
MUNICIPAL BONDS (CONTINUED)
COLORADO - 3.04%
Sand Creek Metropolitan District, Adams
County and City and County of Denver,
Colorado, General Obligation Limited
Tax Bonds:
Series 1998,
6.625%, 12-1-17 ..................................................... $ 3,070 $ 2,858,937
Series 1997,
7.125%, 12-1-16 ..................................................... 2,000 1,967,500
City and County of Denver, Colorado, Revenue Bonds (Jewish Community Centers
of Denver Project), Series 1994:
8.25%, 3-1-24 ....................................................... 2,390 2,443,775
7.875%, 3-1-19 ...................................................... 815 824,169
Colorado Health Facilities Authority,
Revenue Bonds (Steamboat Springs
Health Care Association Project),
Series 1999,
5.7%, 9-15-23 ....................................................... 3,000 2,388,750
Bachelor Gulch Metropolitan District,
Eagle County, Colorado, General Obligation
Bonds, Series 1996,
7.0%, 12-1-15 ....................................................... 1,095 1,118,269
Eaglebend Affordable Housing Corporation,
Multifamily Housing Project Revenue
Refunding Bonds, Series 1997A,
6.45%, 7-1-21 ....................................................... 1,000 968,750
Deer Creek Metropolitan District, Jefferson
County, Colorado, General Obligation Bonds,
Series 2000,
7.625%, 12-1-19 ..................................................... 750 756,563
Total ............................................................... 13,326,713
CONNECTICUT - 2.07%
Eastern Connecticut Resource Recovery
Authority, Solid Waste Revenue Bonds
(Wheelabrator Lisbon Project),
Series 1993A,
5.5%, 1-1-14 ........................................................ 5,250 4,652,812
Connecticut Development Authority, Pollution
Control Revenue Refunding Bonds (The
Connecticut Light and Power Company
Project - 1993B Series),
5.95%, 9-1-28 ....................................................... 2,500 2,243,750
State of Connecticut Health and
Education Facilities Authority,
Revenue Bonds, Edgehill Issue
Series A (Fixed Rate),
6.875%, 7-1-27 ...................................................... 2,300 2,173,500
Total ............................................................... 9,070,062
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
</TABLE>
<PAGE>
THE INVESTMENTS OF
UNITED MUNICIPAL HIGH INCOME FUND, INC.
MARCH 31, 2000
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
<S> <C> <C>
MUNICIPAL BONDS (CONTINUED)
DISTRICT OF COLUMBIA - 1.21%
Certificates of Participation, Series 1993,
District of Columbia,
7.3%, 1-1-13 ........................................................ $ 3,000 $ 3,176,250
District of Columbia Revenue Bonds
(National Public Radio Issue),
Series 1992,
7.625%, 1-1-13 ...................................................... 2,000 2,125,000
Total ............................................................... 5,301,250
FLORIDA - 4.99%
Sanford Airport Authority (Florida),
Industrial Development Revenue Bonds
(Central Florida Terminals, Inc. Project):
Series 1995A,
7.75%, 5-1-21 ....................................................... 4,000 4,195,000
Series 1995C,
7.5%, 5-1-21 ........................................................ 500 516,875
Lake County, Florida, Resource Recovery
Industrial Development Refunding Revenue
Bonds (NRG/Recovery Group Project),
Series 1993A,
5.95%, 10-1-13 ...................................................... 4,850 4,704,500
St. Johns County Industrial Development
Authority (Florida), Health Care Revenue
Bonds, Tax Exempt Series 1997A
(Bayview Project),
7.1%, 10-1-26 ....................................................... 4,000 3,920,000
Escambia County Health Facilities Authority,
Health Facilities Revenue Bonds (Azalea
Trace, Inc.), Series 1997,
6.0%, 1-1-15 ........................................................ 3,000 2,805,000
Sarasota County (Florida) Health Facilities Authority, Health Care Facilities
Revenue Refunding Bonds, Series 1995 (Sarasota- Manatee Jewish Housing
Council, Inc.
Project),
6.7%, 7-1-25 ........................................................ 3,000 2,557,500
Dade County Industrial Development Authority,
Industrial Development Revenue Bonds,
Series 1995 (Miami Cerebral Palsy
Residential Services, Inc. Project),
8.0%, 6-1-22 ........................................................ 1,900 1,919,000
City of Fort Walton Beach, First Mortgage
Industrial Development Revenue Bonds,
Series 1986 (Ft. Walton Beach Ventures,
Inc. Project),
10.5%, 12-1-16 ...................................................... 1,210 1,237,540
Total ............................................................... 21,855,415
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
</TABLE>
<PAGE>
THE INVESTMENTS OF
UNITED MUNICIPAL HIGH INCOME FUND, INC.
MARCH 31, 2000
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
<S> <C> <C>
MUNICIPAL BONDS (CONTINUED)
GEORGIA - 1.70%
Coffee County Hospital Authority (Georgia),
Revenue Anticipation Certificates (Coffee
Regional Medical Center, Inc. Project),
Series 1997A,
6.75%, 12-1-16 ...................................................... $ 5,000 $ 4,650,000
Savannah Economic Development Authority,
First Mortgage Revenue Bonds (Senior Care
Group, Inc. - Shadowmoss Project),
Series 1999A,
6.75%, 7-1-29 ....................................................... 3,185 2,790,856
Total ............................................................... 7,440,856
HAWAII - 0.58%
Department of Transportation of the State
of Hawaii, Special Facility Revenue Bonds
(Continental Airlines, Inc.), Series 1997,
5.625%, 11-15-27 .................................................... 3,000 2,557,500
ILLINOIS - 3.16%
Illinois Health Facilities Authority:
Revenue Refunding Bonds, Series
1995A (Fairview Obligated Group),
7.125%, 8-15-17 ..................................................... 3,525 3,525,000
Revenue Refunding Bonds, Series 1998
(Lifelink Corporation Obligated Group),
5.7%, 2-15-24 ....................................................... 1,750 1,400,000
Illinois Development Finance Authority
Revenue Bonds, Series 1993C (Catholic
Charities Housing Development
Corporation Project),
6.1%, 1-1-20 ........................................................ 2,500 2,384,375
Village of Lansing, Illinois, Landings
Redevelopment Project Area, Tax Increment
Refunding Revenue Bonds (Limited Sales
Tax Pledge), Series 1992,
7.0%, 12-1-08 ....................................................... 2,000 2,107,500
Village of Hodgkins, Cook County, Illinois,
Tax Increment Revenue Refunding Bonds,
Series 1995A,
7.625%, 12-1-13 ..................................................... 1,750 1,839,687
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
</TABLE>
<PAGE>
THE INVESTMENTS OF
UNITED MUNICIPAL HIGH INCOME FUND, INC.
MARCH 31, 2000
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
<S> <C> <C>
MUNICIPAL BONDS (CONTINUED)
ILLINOIS (CONTINUED)
Village of Carol Stream, DuPage County, Illinois,
First Mortgage Revenue Refunding Bonds,
Series 1997 (Windsor Park Manor Project),
7.0%, 12-1-13 ....................................................... $ 1,500 $ 1,453,125
Village of Bourbonnais, Kankakee County,
Illinois, Sewerage Revenue Bonds,
Series 1993,
7.25%, 12-1-12 ...................................................... 1,085 1,135,181
Total ............................................................... 13,844,868
INDIANA - 1.63%
Indiana Health Facility Financing Authority:
Revenue Refunding Bonds, Series 1998
(Greenwood Village South Project),
5.625%, 5-15-28 ..................................................... 4,100 3,192,875
Hospital Revenue Bonds, Series 1992
(Fayette Memorial Hospital Project),
7.2%, 10-1-22 ....................................................... 1,000 993,750
City of Goshen, Indiana, Revenue Bonds,
Series 1998 (Greencroft Obligated Group),
5.75%, 8-15-28 ...................................................... 2,000 1,545,000
City of Carmel, Indiana, Retirement Rental
Housing Revenue Refunding Bonds (Beverly
Enterprises - Indiana, Inc. Project),
Series 1992,
8.75%, 12-1-08 ...................................................... 1,335 1,413,431
Total ............................................................... 7,145,056
IOWA - 3.12%
City of Creston, Iowa, Industrial Development
Revenue Bonds, Series 1997A (CF Processing,
L.C. Project),
8.0%, 8-1-26 ........................................................ 5,000 4,931,250
Iowa Finance Authority:
Community Provider Revenue Bonds (Boys and
Girls Home and Family Services, Inc. Project),
Series 1998,
6.25%, 12-1-28 ...................................................... 4,000 3,555,000
Community Rehabilitation Providers
Revenue Bonds (Lutheran Children's Home
Society - Bremwood Project), Series 1998,
5.8%, 12-1-24 ....................................................... 1,500 1,175,625
City of Cedar Rapids, Iowa, First Mortgage
Revenue Bonds, Series 1998-A (Cottage Grove
Place Project),
5.875%, 7-1-28 ...................................................... 5,000 4,025,000
Total ............................................................... 13,686,875
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
</TABLE>
<PAGE>
THE INVESTMENTS OF
UNITED MUNICIPAL HIGH INCOME FUND, INC.
MARCH 31, 2000
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
<S> <C> <C>
MUNICIPAL BONDS (CONTINUED)
KANSAS - 4.26%
Kansas Development Finance Authority:
Revenue Bonds (Village Shalom Obligated Group),
Series 1998 AA,
5.625%, 11-15-28 .................................................... $ 5,000 $ 3,862,500
Community Provider Loan Program (Community
Living Opportunities, Inc.), Series
1992A Revenue Bonds,
8.875%, 9-1-11 ...................................................... 2,790 2,884,162
Multifamily Housing Revenue Bonds, Series 1998K
(Pioneer Olde Town Apartments Project),
6.5%, 10-1-30 ....................................................... 3,200 2,840,000
Certificates of Participation, Series 1998A,
Evidencing Proportionate Interests of the
Owners Thereof in Rental Payments to be
Made by the City of Spring Hill, Kansas, to
Spring Hill Golf Corporation,
6.5%, 1-15-28 ....................................................... 4,000 3,530,000
City of Olathe, Kansas, Senior Living Facility
Revenue Bonds (Aberdeen Village, Inc.),
Series 2000A,
8.0%, 5-15-30 ....................................................... 2,505 2,476,819
City of Prairie Village, Kansas, Revenue Bonds,
(Claridge Court Project), Series 1993A:
8.75%, 8-15-23 ...................................................... 1,000 1,075,000
8.5%, 8-15-04 ....................................................... 770 825,825
City of Wichita, Kansas, Health Care Facilities
Refunding and Improvement Revenue Bonds,
Series I, 1999 (Larksfield Place),
5.875%, 5-15-27 ..................................................... 850 697,000
Neosho County Community College, Neosho County,
Kansas, Student Union and Dormitory System
Refunding and Improvement Revenue Bonds,
Series 1999,
6.75%, 6-1-25 ....................................................... 500 476,875
Total ............................................................... 18,668,181
KENTUCKY - 0.81%
Kentucky Economic Development Finance Authority,
Health Care Facilities Revenue Bonds, Series
1998 (The Christian Church Homes of Kentucky,
Inc. Obligated Group),
5.5%, 11-15-30 ...................................................... 3,350 2,525,062
County of Perry, Kentucky, Solid Waste
Disposal Revenue Bonds (TJ International
Project), Series 1994,
7.0%, 6-1-24 ........................................................ 1,000 1,035,000
Total ............................................................... 3,560,062
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
</TABLE>
<PAGE>
THE INVESTMENTS OF
UNITED MUNICIPAL HIGH INCOME FUND, INC.
MARCH 31, 2000
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
<S> <C> <C>
MUNICIPAL BONDS (CONTINUED)
LOUISIANA - 1.27%
Louisiana Public Facilities Authority,
Revenue Bonds (Progressive Healthcare
Providers/Louisiana, Inc. Project), Series 1998:
6.375%, 10-1-20 ..................................................... $ 2,000 $ 1,797,500
6.375%, 10-1-28 ..................................................... 2,000 1,747,500
Board of Commissioners of the Port of New Orleans,
Industrial Development Revenue Refunding Bonds
(Continental Grain Company Project), Series 1993,
7.5%, 7-1-13 ........................................................ 2,000 1,995,000
Total ............................................................... 5,540,000
MAINE - 1.98%
Maine Health and Higher Educational Facilities
Authority, Revenue Bonds, Piper Shores
Issue, Series 1999A:
7.55%, 1-1-29 ....................................................... 5,000 4,837,500
7.5%, 1-1-19 ........................................................ 1,000 972,500
Maine Veterans' Homes, Revenue Bonds, 1995 Series,
7.75%, 10-1-20 ...................................................... 2,810 2,859,175
Total ............................................................... 8,669,175
MARYLAND - 0.76%
Maryland Economic Development Corporation,
Senior Lien Revenue Bonds (Rocky Gap
Golf Course and Hotel/Meeting Center
Project), Series 1996 A,
8.375%, 10-1-09 ..................................................... 3,250 3,327,187
MASSACHUSETTS - 6.09%
Massachusetts Industrial Finance Agency:
First Mortgage Revenue Bonds, Reeds
Landing Project, Series 1993,
8.625%, 10-1-23 ..................................................... 9,945 10,628,719
Resource Recovery Revenue Bonds (SEMASS
Project), Series 1991B,
9.25%, 7-1-15 ....................................................... 5,000 5,343,750
Resource Recovery Revenue Refunding Bonds
(Ogden Haverhill Project),
Series 1998A Bonds,
5.6%, 12-1-19 ....................................................... 2,500 2,146,875
Revenue Bonds, Beaver Country Day School
Issue, Series 1992, Subseries A,
8.1%, 3-1-08 ........................................................ 1,215 1,231,706
Massachusetts Municipal Wholesale Electric
Company, Power Supply System Revenue Bonds,
1993 Series A, Inverse Floating Rate
Security (INFLOS),
6.245%, 7-1-18 (A) .................................................. 8,000 7,330,000
Total ............................................................... 26,681,050
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
</TABLE>
<PAGE>
THE INVESTMENTS OF
UNITED MUNICIPAL HIGH INCOME FUND, INC.
MARCH 31, 2000
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
<S> <C> <C>
MUNICIPAL BONDS (CONTINUED)
MINNESOTA - 0.97%
City of Victoria, Minnesota, Private School
Facility Revenue Bonds (Holy Family Catholic
High School Project), Series 1999A,
5.85%, 9-1-24 ....................................................... $ 3,200 $ 2,896,000
City of Coon Rapids, Minnesota, Multifamily
Housing Revenue Bonds (Wedum Redwood
Terrace, LLC Project), Series 1999A,
6.375%, 11-1-29 ..................................................... 1,450 1,337,625
Total ............................................................... 4,233,625
MISSOURI - 4.32%
The Industrial Development Authority of the
City of Kansas City, Missouri:
Revenue Bonds (The Bishop Spencer Place,
Incorporated Project), Series 1994,
8.0%, 9-1-16 ........................................................ 2,965 3,065,069
Multifamily Housing Revenue Bonds (Village
Green Apartments Project), Series 1998,
6.25%, 4-1-30 ....................................................... 1,750 1,557,500
The Industrial Development Authority of the
City of Bridgeton, Missouri, Senior Housing
Revenue Bonds (The Sarah Community Project),
Series 1998,
5.9%, 5-1-28 ........................................................ 4,600 3,743,250
Missouri Housing Development Commission,
Multifamily Housing Revenue Bonds (The Mansion
Apartments Phase II Project), Series 1999,
6.17%, 10-1-32 ...................................................... 3,915 3,469,669
The City of Lake Saint Louis, Missouri,
Public Facilities Authority, Certificates
of Participation (Municipal Golf Course
Project), Series 1993,
7.55%, 12-1-14 ...................................................... 2,000 2,122,500
The Industrial Development Authority of
St. Joseph, Missouri, Multifamily Housing
Revenue Bonds (Hillcrest Village Apartments
Project), Series 1998A,
6.375%, 9-1-28 ...................................................... 2,250 1,999,687
The Industrial Development Authority of
the City of St. Louis, Missouri,
Industrial Revenue Refunding Bonds
(Kiel Center Multipurpose Arena Project),
Series 1992,
7.75%, 12-1-13 ...................................................... 1,500 1,576,875
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
</TABLE>
<PAGE>
THE INVESTMENTS OF
UNITED MUNICIPAL HIGH INCOME FUND, INC.
MARCH 31, 2000
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
<S> <C> <C>
MUNICIPAL BONDS (CONTINUED)
MISSOURI (CONTINUED)
The Industrial Development Authority of
Callaway County, Missouri, Industrial
Development Revenue Bonds (A.P. Green
Refractories Co. Project), Series 1984,
8.6%, 11-1-14 ....................................................... $ 900 $ 936,918
Tax Increment Financing Commission of Kansas City,
Missouri, Tax Increment Refunding and Improvement
Revenue Bonds (Briarcliff West Project),
Series 1999,
6.0%, 8-1-21 ........................................................ 500 456,250
Total ............................................................... 18,927,718
NEVADA - 0.60%
Reno-Sparks Convention & Visitors Authority,
Nevada, Limited Obligation Medium-Term
Refunding Bonds, Series November 1, 1996,
6.0%, 11-1-06 ....................................................... 2,640 2,613,600
NEW HAMPSHIRE - 2.51%
State of New Hampshire, Turnpike System Revenue
Bonds, 1994 Series C, Linked Select Auction
Variable Rate Securities (SAVRS) and Residual
Interest Bonds (RIBS),
5.23%, 2-1-24 ....................................................... 11,200 10,094,000
Lisbon Regional School District, New
Hampshire, General Obligation Capital
Appreciation School Bonds,
0.0%, 2-1-13 ........................................................ 1,390 880,913
Total ............................................................... 10,974,913
NEW JERSEY - 2.02%
New Jersey Economic Development Authority:
First Mortgage Revenue Fixed Rate Bonds
(Winchester Gardens at Ward Homestead
Project), Series 1996A,
8.625%, 11-1-25 ..................................................... 3,000 3,191,250
Economic Development Bonds, Kapkowski
Road Landfill Reclamation Improvement
District Project (City of Elizabeth),
Series 1998A:
6.375%, 4-1-18 ...................................................... 2,385 2,325,375
0.0%, 4-1-11 ........................................................ 1,740 813,450
Senior Mortgage Revenue and Revenue Refunding
Bonds (Arbor Glen of Bridgewater Project),
Series 1998A,
6.0%, 5-15-28 ....................................................... 3,250 2,502,500
Total ............................................................... 8,832,575
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
</TABLE>
<PAGE>
THE INVESTMENTS OF
UNITED MUNICIPAL HIGH INCOME FUND, INC.
MARCH 31, 2000
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
<S> <C> <C>
MUNICIPAL BONDS (CONTINUED)
NEW YORK - 2.55%
New York City Municipal Water Finance Authority,
Water and Sewer System Revenue Bonds, Inverse
Rate Securities, Fiscal 1994 Series E,
Newly Linked Bonds,
5.21%, 6-15-12 ...................................................... $5,500 $ 5,527,500
Tompkins County Industrial Development
Agency, Life Care Community Revenue Bonds,
1994 (Kendal at Ithaca, Inc. Project),
7.875%, 6-1-24 ...................................................... 4,035 4,166,138
Suffolk County Industrial Development Agency,
Continuing Care Retirement Community, First
Mortgage Fixed Rate Revenue Bonds
(Jefferson's Ferry Project - Series 1999A),
7.2%, 11-1-19 ....................................................... 1,500 1,479,375
Total................................................................ 11,173,013
NORTH CAROLINA - 1.01%
City of Charlotte, North Carolina, Charlotte/
Douglas International Airport, Special
Facility Refunding Revenue Bonds, Series 1998
(US Airways, Inc. Project),
5.6%, 7-1-27 ........................................................ 3,075 2,348,531
City of Durham, North Carolina, Multifamily
Housing Revenue Bonds (Ivy Commons Project),
Series 1997,
8.0%, 3-1-29 ........................................................ 2,205 2,061,675
Total ............................................................... 4,410,206
NORTH DAKOTA - 0.69%
City of Grand Forks, North Dakota, Senior Housing Revenue Bonds (4000 Valley
Square Project), Series 1997:
6.25%, 12-1-34 ...................................................... 2,000 1,672,500
6.375%, 12-1-34 ..................................................... 1,500 1,370,625
Total ............................................................... 3,043,125
OHIO - 1.99%
Ohio Water Development Authority, State of
Ohio, Solid Waste Disposal Revenue Bonds
(Bay Shore Power Project), Tax-Exempt
Series 1998 A,
5.875%, 9-1-20 ...................................................... 6,000 4,995,000
City of Toledo, Ohio, Multifamily Housing
Mortgage Revenue Bonds, Series 1998-A
(Hillcrest Apartments Project),
6.125%, 12-1-29 ..................................................... 4,000 3,715,000
Total ............................................................... 8,710,000
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
</TABLE>
<PAGE>
THE INVESTMENTS OF
UNITED MUNICIPAL HIGH INCOME FUND, INC.
MARCH 31, 2000
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
<S> <C> <C>
MUNICIPAL BONDS (CONTINUED)
OKLAHOMA - 2.97%
Bixby Public Works Authority, Utility
System Revenue Bonds, Refunding
Series 1994,
7.25%, 11-1-19 ...................................................... $ 2,685 $ 2,812,537
The Clinton Public Works Authority,
Refunding and Improvement Revenue
Bonds, Series 1994,
6.25%, 1-1-19 ....................................................... 2,575 2,584,656
Oklahoma County Industrial Authority,
Industrial Development Revenue Bonds:
1986 Series A (Westlake Nursing Center
Project):
10.25%, 9-1-16 ...................................................... 905 916,865
10.125%, 9-1-06 ..................................................... 430 435,672
1986 Series B (Choctaw Nursing
Center Project):
10.25%, 9-1-16 (B) .................................................. 1,230 713,400
10.125%, 9-1-06 (B) ................................................. 525 304,500
The Broken Arrow Public Golf Authority
(Broken Arrow, Oklahoma), Recreational
Facilities Revenue Bonds, Series 1995,
7.25%, 8-1-20 ....................................................... 2,025 2,073,094
Trustees of the Oklahoma Ordnance Works
Authority, Industrial Development Revenue
Refunding Bonds (A.P. Green Industries,
Inc. Project), Series 1992,
8.5%, 5-1-08 ........................................................ 1,600 1,680,000
The Guthrie Public Works Authority
(Guthrie, Oklahoma), Utility System
Revenue Bonds, Series 1994A,
6.75%, 9-1-19 ....................................................... 1,415 1,475,138
Total ............................................................... 12,995,862
OREGON - 1.75%
Klamath Falls Intercommunity Hospital
Authority, Gross Revenue Bonds, Series
1994 (Merle West Medical Center Project),
7.1%, 9-1-24 ........................................................ 3,500 3,552,500
City of Klamath Falls, Oregon, Tax-Exempt
Senior Lien Electric Revenue Refunding
Bonds (Klamath Cogeneration Project),
Series 1999,
6.0%, 1-1-25 ........................................................ 3,000 2,617,500
Myrtle Creek Building Authority, Gross
Revenue Bonds, Series 1996A (Myrtle Creek
Golf Course Project),
6.27%, 6-1-21 (B) ................................................... 3,000 1,500,000
Total ............................................................... 7,670,000
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
</TABLE>
<PAGE>
THE INVESTMENTS OF
UNITED MUNICIPAL HIGH INCOME FUND, INC.
MARCH 31, 2000
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
<S> <C> <C>
MUNICIPAL BONDS (CONTINUED)
PENNSYLVANIA - 6.01% Monroeville Hospital Authority:
Hospital Revenue Bonds, Series of 1992
(Forbes Health System),
7.0%, 10-1-13 ....................................................... $ 3,630 $ 3,412,200
Hospital Revenue Refunding Bonds, Series of
1995 (Forbes Health System),
6.25%, 10-1-15 ...................................................... 2,110 1,978,125
Delaware County Authority (Pennsylvania),
First Mortgage Revenue Bonds, Series 1994,
(Riddle Village Project),
8.25%, 6-1-22 ....................................................... 4,000 4,620,000
Pennsylvania Higher Educational Facilities
Authority (Commonwealth of Pennsylvania),
Revenue Bonds (Allegheny General Hospital),
1991 Series A,
7.125%, 9-1-07 ...................................................... 3,670 3,527,788
Philadelphia Authority for Industrial
Development, Commercial Development Revenue
Refunding Bonds (Doubletree Guest Suites
Project), Series 1997A,
6.5%, 10-1-27........................................................ 3,500 3,351,250
Clearfield Hospital Authority, Hospital
Revenue and Refunding Bonds (Clearfield
Hospital Project), Series 1994,
6.875%, 6-1-16 ...................................................... 3,350 3,270,437
Allentown Area Hospital Authority, Hospital
Revenue Bonds (Sacred Heart Hospital of
Allentown), Series A of 1993,
6.75%, 11-15-14 ..................................................... 2,865 2,793,375
Susquehanna Area Regional Airport Authority,
Airport Facilities Revenue Bonds (Aero
Harrisburg, LLC Project), Series 1999,
5.5%, 1-1-24 ........................................................ 2,000 1,705,000
South Wayne County Water and Sewer Authority
(Wayne County, Pennsylvania), Sewer Revenue
Bonds, Series of 1992,
8.2%, 4-15-13 ....................................................... 1,665 1,675,406
Total ............................................................... 26,333,581
RHODE ISLAND - 0.47%
City of Providence, Rhode Island, Special
Obligation Tax Increment Bonds, Series D,
6.65%, 6-1-16 ....................................................... 2,000 2,060,000
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
</TABLE>
<PAGE>
THE INVESTMENTS OF
UNITED MUNICIPAL HIGH INCOME FUND, INC.
MARCH 31, 2000
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
<S> <C> <C>
MUNICIPAL BONDS (CONTINUED)
SOUTH CAROLINA - 3.18%
South Carolina Jobs - Economic Development Authority,
Solid Waste Recycling Facilities Revenue Bonds
(Santee River Rubber Project):
Tax-Exempt Series 1998A,
8.0%, 12-1-14 ....................................................... $ 4,000 $ 3,710,000
Tax-Exempt Series 1998B,
9.0%, 12-1-11 ....................................................... 2,460 2,383,125
Connector 2000 Association, Inc., Toll Road
Revenue Bonds (Southern Connector Project,
Greenville, South Carolina):
Senior Capital Appreciation Bonds, Series 1998B:
0.0%, 1-1-35 ........................................................ 17,000 1,211,250
0.0%, 1-1-36 ........................................................ 11,000 728,750
Senior Current Interest Bonds, Series 1998A,
5.25%, 1-1-23 ....................................................... 2,000 1,515,000
McCormick County, South Carolina, Hospital
Facilities Revenue Refunding and Improvement
Bonds, Series 1997 (McCormick Health Care
Center Project),
7.0%, 3-1-18 ........................................................ 2,530 2,267,513
South Carolina State Housing, Finance
and Development Authority, Multifamily
Housing Mortgage Revenue Bonds (United
Dominion-Plum Chase), Series 1991,
8.5%, 10-1-21 ....................................................... 2,000 2,092,500
Total ............................................................... 13,908,138
SOUTH DAKOTA - 0.46%
South Dakota Health and Educational
Facilities Authority, Refunding Revenue
Bonds (Westhills Village Retirement
Community Issue), Series 1993,
7.25%, 9-1-13 ....................................................... 2,000 1,997,500
TENNESSEE - 0.78%
The Health and Educational Facilities
Board of the City of Crossville, Tennessee,
Hospital Revenue Improvement Bonds,
Series 1992 (Cumberland Medical Center),
6.75%, 11-1-12 ...................................................... 2,000 2,017,500
Upper Cumberland Gas Utility District
(of Cumberland County, Tennessee),
Gas System Revenue Bonds, Series 1996,
7.0%, 3-1-16 ........................................................ 1,400 1,414,000
Total ............................................................... 3,431,500
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
</TABLE>
<PAGE>
THE INVESTMENTS OF
UNITED MUNICIPAL HIGH INCOME FUND, INC.
MARCH 31, 2000
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
<S> <C> <C>
MUNICIPAL BONDS (CONTINUED)
TEXAS - 5.80%
AllianceAirport Authority, Inc., Special
Facilities Revenue Bonds:
Series 1991 (American Airlines, Inc. Project),
7.0%, 12-1-11 ....................................................... $ 4,700 $ 5,034,875
Series 1996 (Federal Express Corporation Project),
6.375%, 4-1-21 ...................................................... 4,000 3,925,000
Lubbock Health Facilities Development Corporation,
Fixed Rate First Mortgage Revenue Bonds
(Carillon, Inc. Project), Series 1999A,
6.5%, 7-1-19 ........................................................ 6,000 5,340,000
North Central Texas Health Facilities Development
Corporation, Retirement Facility Revenue Bonds
(Northwest Senior Housing Corporation -
Edgemere Project), Series 1999A, Fixed
Rate Bonds,
7.5%, 11-15-29 ...................................................... 3,000 2,857,500
Alvarado Industrial Development Corporation,
Industrial Development Revenue Bonds
(Rich-Mix Products of Texas, Inc. Project),
Series 1996,
7.75%, 3-1-10 ....................................................... 2,625 2,542,969
City of Houston, Housing Corporation
No. 1, First Lien Revenue Refunding
Bonds, Series 1996 (6800 Long Drive
Apartments - Section 8 New Construction
Program), Houston, Texas,
6.625%, 2-1-20 ...................................................... 2,305 2,181,106
City of Houston, Texas, Airport System
Special Facilities Revenue Bonds
(Continental Airlines, Inc. Terminal
Improvement Projects), Series 1997B,
6.125%, 7-15-17 ..................................................... 2,000 1,817,500
Gulf Coast Waste Disposal Authority, Waste
Disposal Revenue Bonds (Valero Energy
Corporation Project), Series 1999,
5.7%, 4-1-32 ........................................................ 2,000 1,690,000
Total ............................................................... 25,388,950
UTAH - 4.21%
Tooele County, Utah, Hazardous Waste
Treatment Revenue Bonds (Union Pacific
Corporation/USPCI, Inc. Project),
Series A,
5.7%, 11-1-26 ....................................................... 17,000 14,790,000
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
</TABLE>
<PAGE>
THE INVESTMENTS OF
UNITED MUNICIPAL HIGH INCOME FUND, INC.
MARCH 31, 2000
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
<S> <C> <C>
MUNICIPAL BONDS (CONTINUED)
UTAH (CONTINUED)
Utah Housing Finance Agency, Revenue Bonds
(RHA Community Services of Utah, Inc.
Project), Series 1997A,
6.875%, 7-1-27 ...................................................... $ 2,440 $ 2,327,150
Carbon County, Utah, Solid Waste Disposal Refunding Revenue Bonds (Sunnyside
Cogeneration Project and Sunnyside Generation, LLC):
Series 1999A,
7.1%, 8-15-23 ....................................................... 1,270 1,270,000
Series 1999B,
0.0%, 8-15-24 ....................................................... 390 64,350
Total ............................................................... 18,451,500
VIRGINIA - 2.97%
Peninsula Ports Authority of Virginia,
Port Facility Refunding Revenue Bonds
(Zeigler Coal Project), Series 1997 (Non-AMT),
6.9%, 5-2-22 ........................................................ 5,000 4,350,000
Norfolk Redevelopment and Housing Authority
Multifamily Rental Housing Facility Revenue
Bonds, Series 1996 (1016 Limited Partnership -
Sussex Apartments Project),
8.0%, 9-1-26 ........................................................ 3,495 3,333,356
Fairfax County Redevelopment and Housing
Authority, Multifamily Housing Revenue
Refunding Bonds (Burke Shire Commons
Apartments Project), Series 1996,
7.6%, 10-1-36 ....................................................... 3,000 2,835,000
Pocahontas Parkway Association, Route 895
Connector, Toll Road Revenue Bonds, Senior
Capital Appreciation Bonds, Series 1998B,
0.0%, 8-15-18 ....................................................... 9,000 2,497,500
Total ............................................................... 13,015,856
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
</TABLE>
<PAGE>
THE INVESTMENTS OF
UNITED MUNICIPAL HIGH INCOME FUND, INC.
MARCH 31, 2000
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
<S> <C> <C>
MUNICIPAL BONDS (CONTINUED)
WASHINGTON - 1.07%
Port of Anacortes, Washington, Revenue and
Refunding Bonds, 1998 Series A (AMT),
5.625%, 9-1-16 ...................................................... $ 3,790 $ 3,439,425
Housing Authority of the City of Seattle,
Low-Income Housing Assistance Revenue
Bonds, 1995 (GNMA Collateralized Mortgage
Loan - Kin On Project),
7.4%, 11-20-36 ...................................................... 1,142 1,267,620
Total ............................................................... 4,707,045
WEST VIRGINIA - 0.36%
Upshur County, West Virginia, Solid Waste
Disposal Revenue Bonds (TJ International
Project), Series 1995,
7.0%, 7-15-25 ....................................................... 1,500 1,554,375
WISCONSIN - 2.30%
Wisconsin Health and Educational Facilities
Authority, Revenue Bonds, Series 1995:
National Regency of New Berlin, Inc.
Project,
8.0%, 8-15-25 ....................................................... 4,480 4,664,800
Hess Memorial Hospital Association, Inc.
Project,
7.75%, 11-1-15 ...................................................... 3,400 3,553,000
City of Superior, Wisconsin, Water Supply
Facilities Revenue Refunding Bonds
(Superior Water, Light and Power Company
Project), Series 1996,
6.125%, 11-1-21 ..................................................... 1,910 1,859,863
Total ............................................................... 10,077,663
TOTAL MUNICIPAL BONDS - 90.13% $394,779,339
(Cost: $418,214,475)
TOTAL SHORT-TERM SECURITIES - 8.13% $ 35,618,734
(Cost: $35,618,734)
TOTAL INVESTMENT SECURITIES - 98.26% $430,398,073
(Cost: $453,833,209)
CASH AND OTHER ASSETS, NET OF LIABILITIES - 1.74% 7,623,054
NET ASSETS - 100.00% $438,021,127
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
</TABLE>
<PAGE>
THE INVESTMENTS OF
UNITED MUNICIPAL HIGH INCOME FUND, INC.
MARCH 31, 2000
NOTES TO SCHEDULE OF INVESTMENTS
(A) The interest rate is subject to change periodically and inversely based
upon prevailing market rates. The interest rate shown is the rate in
effect at March 31, 2000.
(B) Non-income producing as the issuer has either missed its most recent
interest payment or declared bankruptcy.
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 MUNICIPAL HIGH INCOME FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
MARCH 31, 2000
(IN THOUSANDS, EXCEPT FOR PER SHARE AND SHARE AMOUNTS)
<TABLE>
<S> <C>
ASSETS
Investment securities - at value
(Notes 1 and 3) ....................................................................... $430,398
Cash 210
Receivables:
Interest .............................................................................. 7,724
Investment securities sold............................................................. 2,667
Fund shares sold....................................................................... 86
Prepaid insurance premium ................................................................ 9
Other 55
--------
Total assets ........................................................................ 441,149
--------
LIABILITIES
Payable to Fund shareholders ............................................................. 2,688
Dividends payable ........................................................................ 287
Accrued service fee (Note 2) ............................................................. 87
Accrued transfer agency and dividend
disbursing (Note 2) ................................................................... 51
Accrued management fee (Note 2) .......................................................... 6
Accrued accounting services fee (Note 2) ................................................. 5
Accrued distribution fee (Note 2) ........................................................ 4
--------
Total liabilities ................................................................... 3,128
--------
Total net assets ................................................................. $438,021
========
NET ASSETS
$1.00 par value capital stock
Capital stock ......................................................................... $ 88,755
Additional paid-in capital ............................................................ 375,285
Accumulated undistributed loss:
Accumulated undistributed net realized
loss on investments ................................................................. (2,471)
Distribution in excess of net realized
loss on investment transactions ..................................................... (113)
Net unrealized depreciation in value of
investments ......................................................................... (23,435)
--------
Net assets applicable to outstanding
units of capital ................................................................. $438,021
========
Net asset value per share (net assets divided
by shares outstanding)
Class A ............................................................................... $4.94
Class B ............................................................................... $4.94
Class C ............................................................................... $4.94
Class Y ............................................................................... $4.94
Capital shares outstanding
Class A ............................................................................... 88,551,885
Class B ............................................................................... 135,456
Class C ............................................................................... 67,037
Class Y ............................................................................... 390
Capital shares authorized ................................................................... 300,000,000
SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>
<PAGE>
UNITED MUNICIPAL HIGH INCOME FUND, INC.
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED MARCH 31, 2000
(IN THOUSANDS)
<TABLE>
<S> <C>
INVESTMENT INCOME
Interest and amortization (Note 1B) ...................................................... $ 16,413
--------
Expenses (Note 2):
Investment management fee ............................................................. 1,234
Service fee:
Class A.............................................................................. 541
Class B.............................................................................. 1
Class C.............................................................................. -*
Transfer agency and dividend disbursing:
Class A.............................................................................. 255
Class B.............................................................................. 1
Class C.............................................................................. -*
Accounting services fee ............................................................... 30
Distribution fee:
Class A.............................................................................. 18
Class B.............................................................................. 1
Class C.............................................................................. 1
Legal fees............................................................................. 18
Custodian fees ........................................................................ 11
Audit fees ............................................................................ 10
Other ................................................................................. 107
--------
Total expenses ...................................................................... 2,228
--------
Net investment income ............................................................ 14,185
--------
REALIZED AND UNREALIZED LOSS ON INVESTMENTS
(NOTES 1 AND 3)
Realized net loss on investments ......................................................... (2,229)
Unrealized depreciation in value of
investments during the period ......................................................... (22,055)
--------
Net loss on investments ............................................................... (24,284)
--------
Net decrease in net assets resulting
from operations .................................................................. $(10,099)
========
</TABLE>
*Not shown due to rounding.
SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>
UNITED MUNICIPAL HIGH INCOME FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE SIX FOR THE FISCAL
MONTHS ENDED YEAR ENDED
MARCH 31, SEPTEMBER 30,
2000 1999
------------ --------------
<S> <C> <C>
DECREASE IN NET ASSETS
Operations:
Net investment income ........................................... $14,185 $29,398
Realized net gain (loss) on
investments ................................................... (2,229) 721
Unrealized depreciation ......................................... (22,055) (37,310)
-------- --------
Net decrease in net assets
resulting from operations .................................. (10,099) (7,191)
-------- --------
Distributions to shareholders (Note 1D):* From net investment income:
Class A ....................................................... (14,170) (29,398)
Class B ....................................................... (8) ---
Class C ....................................................... (7) ---
Class Y ....................................................... ---** ---**
From realized net gains on investment transactions:
Class A ....................................................... (222) (12,257)
Class B ....................................................... (1) ---
Class C ....................................................... ---** ---
Class Y ....................................................... ---** ---**
In excess of realized capital gains:
Class A ....................................................... (113) (19)
Class B ....................................................... ---** ---
Class C ....................................................... ---** ---
Class Y ....................................................... ---** ---**
-------- --------
(14,521) (41,674)
-------- --------
Capital share transactions
(Note 5) ........................................................ (47,226) 36,537
-------- --------
Total decrease .......................................... (71,846) (12,328)
NET ASSETS
Beginning of period ................................................ 509,867 522,195
-------- --------
End of period ...................................................... 438,021 $509,867
======== ========
Undistributed net investment income ............................. $--- $---
==== ====
</TABLE>
*See "Financial Highlights" on pages - .
**Not shown due to rounding.
SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>
UNITED MUNICIPAL HIGH INCOME FUND, INC.
FINANCIAL HIGHLIGHTS
CLASS A SHARES
FOR A SHARE OF CAPITAL STOCK OUTSTANDING
THROUGHOUT EACH PERIOD:
<TABLE>
<CAPTION>
FOR THE
SIX FOR THE FISCAL YEAR ENDED
MONTHS SEPTEMBER 30,
ENDED ------------------------------------------------------------
3/31/00 1999 1998 1997 1996 1995
------- ------- ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period ................. $5.19 $5.69 $5.55 $5.31 $5.27 $5.12
----- ----- ----- ----- ----- -----
Income from investment operations:
Net investment income................ 0.15 0.31 0.32 0.34 0.34 0.35
Net realized and unrealized gain
(loss) on investments ............ (0.25) (0.37) 0.21 0.25 0.04 0.17
----- ----- ----- ----- ----- -----
Total from investment operations ....... (0.10) (0.06) 0.53 0.59 0.38 0.52
----- ----- ----- ----- ----- -----
Less distributions:
Declared from net investment
income ........................... (0.15) (0.31) (0.32) (0.34) (0.34) (0.35)
From capital gains .................. (0.00)* (0.13) (0.07) (0.01) (0.00) (0.00)
In excess of capital gains .......... (0.00)* (0.00)* (0.00) (0.00) (0.00) (0.02)
----- ----- ----- ----- ----- -----
Total distributions..................... (0.15) (0.44) (0.39) (0.35) (0.34) (0.37)
----- ----- ----- ----- ----- -----
Net asset value, end of period ......... $4.94 $5.19 $5.69 $5.55 $5.31 $5.27
===== ===== ===== ===== ===== =====
Total return** ......................... -1.82% -1.22% 9.88% 11.45% 7.40% 10.63%
Net assets, end of period
(in millions)........................ $437 $510 $522 $474 $400 $383
Ratio of expenses to
average net assets .................. 0.95%*** 0.87% 0.82% 0.78% 0.81% 0.76%
Ratio of net investment
income to average net assets ........ 6.03%*** 5.59% 5.72% 6.19% 6.41% 6.75%
Portfolio turnover rate ................ 10.60% 26.83% 35.16% 19.47% 26.91% 19.07%
</TABLE>
*Not shown due to rounding.
**Total return calculated without taking into account the sales load
deducted on an initial purchase.
***Annualized.
SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>
UNITED MUNICIPAL HIGH INCOME FUND, INC.
FINANCIAL HIGHLIGHTS
CLASS B SHARES
FOR A SHARE OF CAPITAL STOCK OUTSTANDING
THROUGHOUT THE PERIOD:
<TABLE>
<CAPTION>
FOR THE
PERIOD
FROM
10/5/99*
THROUGH
3/31/00
--------
<S> <C>
Net asset value, beginning of period ..................... $5.16
----
Income from investment operations:
Net investment income ................................. 0.12
Net realized and unrealized loss on investments ....... (0.22)
----
Total from investment operations ......................... (0.10)
----
Less distributions:
Declared from net investment income ................... (0.12)
From capital gains .................................... (0.00)**
In excess of capital gains ............................ (0.00)**
----
Total distributions ...................................... (0.12)
----
Net asset value, end of period ........................... $4.94
====
Total return ............................................. -1.88%
Net assets, end of period (in millions) .................. $1
Ratio of expenses to average net assets .................. 1.96%***
Ratio of net investment income to average net assets ..... 5.10%***
Portfolio turnover rate .................................. 10.60%****
</TABLE>
*Commencement of operations.
**Not shown due to rounding.
***Annualized.
****For the six months ended March 31, 2000.
SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>
UNITED MUNICIPAL HIGH INCOME FUND, INC.
FINANCIAL HIGHLIGHTS
CLASS C SHARES
FOR A SHARE OF CAPITAL STOCK OUTSTANDING
THROUGHOUT THE PERIOD:
<TABLE>
<CAPTION>
FOR THE
PERIOD
FROM
10/8/99*
THROUGH
3/31/00
-------
<S> <C>
Net asset value,
beginning of period ............. $5.16
----
Income from investment
operations:
Net investment income ........... 0.12
Net realized and
unrealized loss
on investments ............... (0.22)
----
Total from investment
operations ...................... (0.10)
----
Less distributions:
Declared from net
investment income ............ (0.12)
From capital gains .............. (0.00)**
In excess of capital
gains ........................ (0.00)**
----
Total distributions ................ (0.12)
----
Net asset value,
end of period ................... $4.94
====
Total return ....................... -1.91%
Net assets, end of
period (000 omitted) ............ $331
Ratio of expenses to
average net assets .............. 1.87%***
Ratio of net investment
income to average
net assets ...................... 5.16%***
Portfolio turnover
rate ............................ 10.60%****
</TABLE>
*Commencement of operations.
**Not shown due to rounding.
***Annualized.
****For the six months ended March 31, 2000.
SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>
UNITED MUNICIPAL HIGH INCOME FUND, INC.
FINANCIAL HIGHLIGHTS
CLASS Y SHARES
FOR A SHARE OF CAPITAL STOCK OUTSTANDING
THROUGHOUT EACH PERIOD:
<TABLE>
<CAPTION>
FOR THE FOR THE
FOR THE PERIOD PERIOD
SIX FROM FROM
MONTHS 12/30/98* 7/1/98*
ENDED TO TO
3/31/00 9/30/99 8/25/98
------- ------- -------
<S> <C> <C> <C>
Net asset value,
beginning of period.............. $5.19 $5.65 $5.64
----- ----- -----
Income from investment
operations:
Net investment
income........................ 0.15 0.24 0.05
Net realized and
unrealized gain (loss)
on investments ............... (0.25) (0.33) 0.01
----- ----- -----
Total from investment
operations ...................... (0.10) (0.09) 0.06
----- ----- -----
Less distributions:
Declared from net
investment income ...... 0.15) (0.24) (0.05)
From capital gains ...... (0.00)** (0.13) (0.00)
In excess of capital
gains ........................ (0.00)** (0.00)** (0.00)
----- ----- -----
Total distributions .......... (0.15) (0.37) (0.05)
----- ----- -----
Net asset value, end
of period ....................... $4.94 $5.19 $5.65
===== ===== =====
Total return ....................... -1.60% -1.53% 1.07%
Net assets, end
of period (000
omitted)......................... $2 $2 $0
Ratio of expenses to
average net assets............... 0.94%*** 0.80%*** 0.61%***
Ratio of net investment
income to average
net assets ...................... 5.94%*** 5.68%*** 5.99%***
Portfolio turnover
rate ............................ 10.60% 26.83%**** 35.16%***
</TABLE>
*Class Y shares commenced operations on July 1, 1998 and continued
operations until August 25, 1998 when all outstanding Class Y shares
were redeemed at the ending net asset value shown in the table.
Operations recommenced on December 30, 1998.
**Not shown due to rounding.
***Annualized.
****For the fiscal year ended September 30, 1999.
SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>
UNITED MUNICIPAL HIGH INCOME FUND, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
NOTE 1 -- SIGNIFICANT ACCOUNTING POLICIES
United Municipal High Income 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 to provide
a high level of income which is not subject to Federal income tax. 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 -- Municipal bonds and the taxable obligations in
the Fund's investment portfolio are not listed or traded on any
securities exchange. Therefore, municipal bonds are valued using a
pricing system provided by a pricing service or dealer in bonds.
Short-term debt securities, whether taxable or nontaxable, are
valued at amortized cost, which approximates market.
B. Security transactions and related investment income -- Security
transactions are accounted for on the trade date (date the order to
buy or sell is executed). Securities gains and losses are calculated
on the identified cost basis. Original issue discount (as defined in
the Internal Revenue Code) and premiums on the purchase of bonds are
amortized for both financial and tax reporting purposes over the
remaining lives of the bonds. Interest income is recorded on the
accrual basis. See Note 3 -- Investment Security Transactions.
C. Federal income taxes -- The Fund intends to distribute all of its
net investment income and capital gains to its shareholders and
otherwise qualify as a regulated investment company under Subchapter
M of the Internal Revenue Code. The Fund intends to pay
distributions as required to avoid imposition of excise tax.
Accordingly, provision has not been made for Federal income taxes.
In addition, the Fund intends to meet requirements of the Internal
Revenue Code which will permit it to pay dividends from net
investment income, substantially all of which will be exempt from
Federal income tax. See Note 4 -- Federal Income Tax Matters.
D. Dividends and distributions -- All of the Fund's net investment
income is declared and recorded by the Fund as dividends payable on
each day to shareholders of record as of the close of the preceding
business day. Net investment income dividends and capital gains
distributions are determined in accordance with income tax
regulations which may differ from accounting principles generally
accepted in the United States of America. These differences are due
to differing treatments for items such as deferral of wash sales and
post-October losses, net operating losses and expiring capital loss
carryovers.
<PAGE>
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 rate of 0.525% of net assets up to $500
million, 0.50% of net assets over $500 million and up to $1 billion, 0.45% of
net assets over $1 billion and up to $1.5 billion, and 0.40% of net assets
over $1.5 billion. 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
<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>
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 $160,235. With respect to Class A, Class
<PAGE>
B and Class C shares, W&R paid sales commissions of $111,885 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 $39
in deferred sales charges from Class C shares. No CDSC fees were received
from Class B shares.
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 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.
<PAGE>
The Fund paid Directors' fees of $8,561, 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 $46,894,270, while proceeds from maturities
and sales aggregated $104,903,204. Purchases of short-term securities
aggregated $527,030,041, while proceeds from maturities and sales aggregated
$517,472,619. 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 $453,946,016, resulting in net unrealized depreciation of
$23,547,943, of which $6,238,798 related to appreciated securities and
$29,786,741 related to depreciated securities.
NOTE 4 -- FEDERAL INCOME TAX MATTERS
For Federal income tax purposes, the Fund realized capital gain net
income of $720,801 during its fiscal year ended September 30, 1999, which has
been 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.
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.
<PAGE>
<TABLE>
<CAPTION>
FOR THE FOR THE
SIX MONTHS FISCAL YEAR
ENDED ENDED
MARCH 31, SEPTEMBER 30,
2000 1999
------------ ------------
<S> <C> <C>
Shares issued from sale of shares:
Class A ............................................... 4,392 12,672
Class B ............................................... 151 ---
Class C ............................................... 81 ---
Class Y ............................................... ---* ---*
Shares issued from reinvestment of dividends
and/or capital gains distribution:
Class A ............................................... 2,296 6,356
Class B ............................................... 1 ---
Class C ............................................... 1 ---
Class Y ............................................... ---* ---*
Shares redeemed:
Class A ............................................... (16,441) (12,423)
Class B ............................................... (17) ---
Class C ............................................... (15) ---
Class Y ............................................... --- ---
------ ------
Increase (decrease) in outstanding capital shares ........ (9,551) 6,605
====== ======
Value issued from sale of shares:
Class A ............................................... $21,753 $69,498
Class B ............................................... 746 ---
Class C ............................................... 409 ---
Class Y ............................................... ---* 2
Value issued from reinvestment of dividends
and/or capital gains distribution:
Class A ............................................... 11,373 34,776
Class B ............................................... 7 ---
Class C ............................................... 7 ---
Class Y ............................................... ---* ---*
Value redeemed:
Class A ............................................... (81,362) (67,739)
Class B ............................................... (82) ---
Class C ............................................... (77) ---
Class Y ............................................... --- ---
-------- -------
Increase (decrease) in outstanding capital ............... $(47,226) $36,537
======== =======
</TABLE>
*Not shown due to rounding.
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders,
United Municipal High Income Fund, Inc.:
We have audited the accompanying statement of assets and liabilities,
including the schedule of investments, of United Municipal High Income Fund,
Inc. (the "Fund") as of March 31, 2000, and the related statement of
operations for the six-month period then ended, the statements of changes in
net assets for the six-month period then ended and the fiscal year ended
September 30, 1999, and the financial highlights for the six-month period
ended March 31, 2000, and for each of the five fiscal years in the period
ended September 30, 1999. 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 Municipal High Income Fund, Inc. as of March 31, 2000, the results of
its operations for the six-month period then ended, the changes in its net
assets for the six-month period then ended and the fiscal year ended
September 30, 1999, and the financial highlights for the six-month period
ended March 31, 2000, and for each of the five fiscal years in the period
ended September 30, 1999, 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>
THE INVESTMENTS OF
UNITED MUNICIPAL HIGH INCOME FUND, INC.
SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
<S> <C> <C>
MUNICIPAL BONDS
ALABAMA - %0.41
The Marshall County Health Care Authority,
Hospital Revenue Refunding Bonds,
Series 1992 (Guntersville-Arab
Medical Center),
7.0%, 10-1-2013 ..................................................... $ 1,000 $ 1,048,750
The Medical Clinic Board of the City of Ozark,
Alabama, First Mortgage Revenue Bonds (United
States Health & Housing Foundation, Inc.
Project), Series 1988-A,
10.0%, 10-1-2015 .................................................... 1,000 1,031,530
Total ............................................................... 2,080,280
ALASKA - 0.41%
City of Seward, Alaska, Revenue Bonds, 1996
(Alaska Sealife Center Project),
7.65%, 10-1-2016 .................................................... 2,000 2,067,500
ARIZONA - 1.48%
The Industrial Development Authority of the
County of Gila, Arizona, Environmental
Revenue Refunding Bonds (ASARCO Incorporated
Project), Series 1998,
5.55%, 1-1-2027 ..................................................... 4,750 4,269,063
Hayden-Winkelman Unified School District No.
41 of Gila County, Arizona, Capital
Appreciation Refunding Bonds, Series 1995,
0.0%, 7-1-2010 ...................................................... 6,145 3,302,937
Total ............................................................... 7,572,000
ARKANSAS - 0.30%
City of Little Rock, Arkansas, Capital
Improvement Revenue Bonds (Parks and
Recreation Projects), Series 1998A,
5.8%, 1-1-2023 ...................................................... 1,600 1,506,000
</TABLE>
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
<PAGE>
THE INVESTMENTS OF
UNITED MUNICIPAL HIGH INCOME FUND, INC.
SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
<S> <C> <C>
MUNICIPAL BONDS (CONTINUED)
CALIFORNIA - 5.96%
Foothill/Eastern Transportation Corridor Agency:
Toll Road Refunding Revenue Bonds:
Toll Road Revenue Bonds,
Series 1995A,
0.0%, 1-1-2013 (A) .................................................. $11,925 $ 10,061,719
Series 1999 Convertible Capital Appreciation Bonds:
0.0%, 1-15-2023 (A) ................................................. 10,000 5,362,500
0.0%, 1-15-2020 (A) ................................................. 4,000 2,170,000
California Statewide Communities Development
Authority, Hospital Refunding Revenue Certificates
of Participation, Series 1993, Cedars-Sinai
Medical Center, Inverse Floating Rate
Security (INFLOS),
7.17%, 11-1-2015 (B) ................................................ 4,000 3,610,000
Sierra Kings Health Care District Revenue
Bonds, Series 1996,
6.5%, 12-1-2026 ..................................................... 3,000 2,733,750
Transmission Agency of Northern California,
California-Oregon Transmission Project,
Revenue Refunding Bonds, 1993 Series A,
Residual Interest Bonds (RIBS),
7.339%, 4-29-2024 (B) ............................................... 2,500 2,284,375
Certificates of Participation (1991 Capital
Improvement Project), Bella Vista Water
District (California),
7.375%, 10-1-2017 ................................................... 1,500 1,590,000
Carson Redevelopment Agency (California),
Redevelopment Project Area No. 1,
Tax Allocation Bonds, Series 1993B,
6.0%, 10-1-2016 ..................................................... 1,500 1,524,375
Kings County Waste Management Authority,
Solid Waste Revenue Bonds, Series 1994
(California),
7.2%, 10-1-2014 ..................................................... 940 1,028,125
Total ............................................................... 30,364,844
</TABLE>
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
<PAGE>
THE INVESTMENTS OF
UNITED MUNICIPAL HIGH INCOME FUND, INC.
SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
<S> <C> <C>
MUNICIPAL BONDS (CONTINUED)
COLORADO - 4.01%
City and County of Denver, Colorado, Revenue Bonds (Jewish Community
Centers of Denver Project), Series 1994:
8.25%, 3-1-2024 ..................................................... $ 2,390 $ 2,491,575
7.875%, 3-1-2019 .................................................... 815 839,450
Hospital Revenue Bonds (Steamboat Springs
Health Care Association Project),
Series 1999,
5.7%, 9-15-2023 ..................................................... 3,700 3,297,625
Colorado Housing and Finance Authority,
Single Family Program Bonds:
1998 Series A-2 Senior Bonds (AMT),
6.6%, 5-1-2028 ...................................................... 2,500 2,634,375
1997 Series B-2, Senior Bonds (AMT),
7.0%, 5-1-2026 ...................................................... 2,250 2,418,750
Sand Creek Metropolitan District, Adams
County and City and County of Denver,
Colorado, General Obligation Limited
Tax Bonds:
Series 1998,
6.625%, 12-1-2017 ................................................... 3,070 2,951,038
Series 1997,
7.125%, 12-1-2016 ................................................... 2,000 2,025,000
City of Black Hawk, Colorado, Device Tax
Revenue Bonds, Series 1998,
5.625%, 12-1-2021 ................................................... 1,250 1,190,625
Bachelor Gulch Metropolitan District,
Eagle County, Colorado, General Obligation
Bonds, Series 1996,
7.0%, 12-1-2015 ..................................................... 1,095 1,116,900
Eaglebend Affordable Housing Corporation,
Multifamily Housing Project Revenue
Refunding Bonds, Series 1997A,
6.45%, 7-1-2021 ..................................................... 1,000 1,003,750
</TABLE>
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
<PAGE>
THE INVESTMENTS OF
UNITED MUNICIPAL HIGH INCOME FUND, INC.
SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
<S> <C> <C>
MUNICIPAL BONDS (CONTINUED)
COLORADO (CONTINUED)
Mountain Village Metropolitan District, San
Miguel County, Colorado, General
Obligation Refunding Bonds, Series 1992,
8.1%, 12-1-2011 ..................................................... $ 465 $ 501,619
Total ............................................................... 20,470,707
CONNECTICUT - 1.88%
Eastern Connecticut Resource Recovery
Authority, Solid Waste Revenue Bonds
(Wheelabrator Lisbon Project),
Series 1993A,
5.5%, 1-1-2014 ...................................................... 5,250 4,895,625
State of Connecticut Health and
Education Facilities Authority,
Revenue Bonds, Edgehill Issue
Series A (Fixed Rate),
6.875%, 7-1-2027 .................................................... 2,300 2,363,250
Connecticut Development Authority, Pollution
Control Revenue Refunding Bonds (The
Connecticut Light and Power Company
Project - 1993B Series),
5.95%, 9-1-2028 ..................................................... 2,500 2,337,500
Total ............................................................... 9,596,375
DISTRICT OF COLUMBIA - 1.06%
Certificates of Participation, Series 1993,
District of Columbia,
7.3%, 1-1-2013 ...................................................... 3,000 3,225,000
District of Columbia Revenue Bonds
(National Public Radio Issue),
Series 1992,
7.625%, 1-1-2013 .................................................... 2,000 2,160,000
Total ............................................................... 5,385,000
</TABLE>
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
<PAGE>
THE INVESTMENTS OF
UNITED MUNICIPAL HIGH INCOME FUND, INC.
SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
<S> <C> <C>
MUNICIPAL BONDS (CONTINUED)
FLORIDA - 4.16%
St. Johns County Industrial Development
Authority (Florida):
Health Care Revenue Bonds, Tax Exempt
Series 1997A (Bayview Project),
7.1%, 10-1-2026 ..................................................... $ 4,000 $ 4,255,000
Industrial Development Revenue Bonds,
Series 1997A (Professional Golf Hall of
Fame Project),
5.5%, 3-1-2017 ...................................................... 1,000 986,250
Lake County, Florida, Resource Recovery
Industrial Development Refunding Revenue
Bonds (NRG/Recovery Group Project),
Series 1993A,
5.95%, 10-1-2013 .................................................... 4,850 4,831,812
Sanford Airport Authority (Florida),
Industrial Development Revenue Bonds
(Central Florida Terminals, Inc. Project):
Series 1995A,
7.75%, 5-1-2021 ..................................................... 4,000 4,295,000
Series 1995C,
7.5%, 5-1-2021 ...................................................... 500 531,875
Sarasota County (Florida) Health Facilities Authority, Health Care Facilities
Revenue Refunding Bonds, Series 1995 (Sarasota- Manatee Jewish Housing
Council, Inc.
Project),
6.7%, 7-1-2025 ...................................................... 3,000 3,060,000
Dade County Industrial Development Authority,
Industrial Development Revenue Bonds,
Series 1995 (Miami Cerebral Palsy
Residential Services, Inc. Project),
8.0%, 6-1-2022 ...................................................... 1,900 1,992,625
City of Fort Walton Beach, First Mortgage
Industrial Development Revenue Bonds,
Series 1986 (Ft. Walton Beach Ventures,
Inc. Project),
10.5%, 12-1-2016 .................................................... 1,240 1,277,200
Total ............................................................... 21,229,762
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
</TABLE>
<PAGE>
THE INVESTMENTS OF
UNITED MUNICIPAL HIGH INCOME FUND, INC.
SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
<S> <C> <C>
MUNICIPAL BONDS (CONTINUED)
GEORGIA - 1.59%
Coffee County Hospital Authority (Georgia),
Revenue Anticipation Certificates (Coffee
Regional Medical Center, Inc. Project),
Series 1997A,
6.75%, 12-1-2016 .................................................... $ 5,000 $ 5,075,000
Savannah Economic Development Authority,
First Mortgage Revenue Bonds (Senior Care
Group, Inc. - Shadowmoss Project),
Series 1999A,
6.75%, 7-1-2029 ..................................................... 3,185 3,017,788
Total ............................................................... 8,092,788
HAWAII - 0.52%
Department of Transportation of the State
of Hawaii, Special Facility Revenue Bonds
(Continental Airlines, Inc.), Series 1997,
5.625%, 11-15-2027 .................................................. 3,000 2,651,250
IDAHO - 0.44%
Idaho Health Facilities Authority, Hospital
Revenue Refunding Bonds, Series 1992
(IHC Hospitals, Inc.), Indexed Inverse Floating
Rate Securities (Indexed INFLOS),
6.65%, 2-15-2021 (B) ................................................ 2,000 2,220,000
ILLINOIS - 3.40%
Illinois Health Facilities Authority:
Revenue Refunding Bonds, Series
1995A (Fairview Obligated Group),
7.125%, 8-15-2017 ................................................... 3,525 3,736,500
Revenue Refunding Bonds, Series 1998
(Lifelink Corporation Obligated Group),
5.7%, 2-15-2024 ..................................................... 1,750 1,594,687
City of Hillsboro, Montgomery County,
Illinois, General Obligation Bonds
(Alternate Revenue Source), Series 1991,
7.5%, 12-1-2021 ..................................................... 2,640 2,814,900
Illinois Development Finance Authority
Revenue Bonds, Series 1993C (Catholic
Charities Housing Development
Corporation Project),
6.1%, 1-1-2020 ...................................................... 2,500 2,471,875
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
</TABLE>
<PAGE>
THE INVESTMENTS OF
UNITED MUNICIPAL HIGH INCOME FUND, INC.
SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
<S> <C> <C>
MUNICIPAL BONDS (CONTINUED)
ILLINOIS (CONTINUED)
Village of Lansing, Illinois, Landings
Redevelopment Project Area, Tax Increment
Refunding Revenue Bonds (Limited Sales
Tax Pledge), Series 1992,
7.0%, 12-1-2008 ..................................................... $ 2,000 $ 2,135,000
Village of Hodgkins, Cook County, Illinois,
Tax Increment Revenue Refunding Bonds,
Series 1995A,
7.625%, 12-1-2013 ................................................... 1,750 1,881,250
Village of Carol Stream, DuPage County,
Illinois, First Mortgage Revenue
Refunding Bonds, Series 1997 (Windsor
Park Manor Project),
7.0%, 12-1-2013 ..................................................... 1,500 1,541,250
Village of Bourbonnais, Kankakee County,
Illinois, Sewerage Revenue Bonds,
Series 1993,
7.25%, 12-1-2012 .................................................... 1,085 1,136,538
Total ............................................................... 17,312,000
INDIANA - 2.73%
Indiana Health Facility Financing Authority:
Hospital Revenue Bonds (Charity Obligated
Group), Series 1999D,
5.5%, 11-15-2024 .................................................... 5,000 4,706,250
Revenue Refunding Bonds, Series 1998
(Greenwood Village South Project),
5.625%, 5-15-2028 ................................................... 4,100 3,628,500
Hospital Revenue Refunding Bonds, Series 1996
(Hancock Memorial Hospital and Health Services),
6.125%, 8-15-2017 ................................................... 1,250 1,235,937
Hospital Revenue Bonds, Series 1992
(Fayette Memorial Hospital Project),
7.2%, 10-1-2022 ..................................................... 1,000 1,053,750
City of Goshen, Indiana, Revenue Bonds,
Series 1998 (Greencroft Obligated Group),
5.75%, 8-15-2028 .................................................... 2,000 1,792,500
City of Carmel, Indiana, Retirement Rental
Housing Revenue Refunding Bonds (Beverly
Enterprises - Indiana, Inc. Project),
Series 1992,
8.75%, 12-1-2008 .................................................... 1,400 1,513,750
Total ............................................................... 13,930,687
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
</TABLE>
<PAGE>
THE INVESTMENTS OF
UNITED MUNICIPAL HIGH INCOME FUND, INC.
SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
<S> <C> <C>
MUNICIPAL BONDS (CONTINUED)
IOWA - 2.90% Iowa Finance Authority:
Community Provider Revenue Bonds (Boys and
Girls Home and Family Services, Inc. Project),
Series 1998,
6.25%, 12-1-2028 .................................................... $ 4,000 $ 3,715,000
Community Rehabilitation Providers
Revenue Bonds (Lutheran Children's Home
Society - Bremwood Project), Series 1998,
5.8%, 12-1-2024 ..................................................... 1,500 1,411,875
City of Creston, Iowa, Industrial Development
Revenue Bonds, Series 1997A (CF Processing,
L.C. Project),
8.0%, 8-1-2026 ...................................................... 5,000 5,062,500
City of Cedar Rapids, Iowa, First Mortgage
Revenue Bonds, Series 1998-A (Cottage Grove
Place Project),
5.875%, 7-1-2028 .................................................... 5,000 4,606,250
Total ............................................................... 14,795,625
KANSAS - 3.57%
Kansas Development Finance Authority:
Revenue Bonds (Village Shalom Obligated Group),
Series 1998 AA,
5.625%, 11-15-2028 .................................................. 5,500 4,860,625
Multifamily Housing Revenue Bonds, Series 1998K
(Pioneer Olde Town Apartments Project),
6.5%, 10-1-2030 ..................................................... 3,200 2,972,000
Community Provider Loan Program (Community
Living Opportunities, Inc.), Series
1992A Revenue Bonds,
8.875%, 9-1-2011 .................................................... 2,790 2,912,063
Certificates of Participation, Series 1998A,
Evidencing Proportionate Interests of the
Owners Thereof in Rental Payments to be
Made by the City of Spring Hill, Kansas, to
Spring Hill Golf Corporation,
6.5%, 1-15-2028 ..................................................... 4,000 3,650,000
City of Prairie Village, Kansas, Revenue Bonds,
(Claridge Court Project), Series 1993A:
8.75%, 8-15-2023 .................................................... 1,000 1,111,250
8.5%, 8-15-2004 ..................................................... 770 854,700
City of Wichita, Kansas, Health Care Facilities
Refunding and Improvement Revenue Bonds,
Series I, 1999 (Larksfield Place),
5.875%, 5-15-2027 ................................................... 2,000 1,855,000
Total ............................................................... 18,215,638
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
</TABLE>
<PAGE>
THE INVESTMENTS OF
UNITED MUNICIPAL HIGH INCOME FUND, INC.
SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
<S> <C> <C>
MUNICIPAL BONDS (CONTINUED)
KENTUCKY - 0.91%
Kentucky Economic Development Finance Authority,
Health Care Facilities Revenue Bonds, Series
1998 (The Christian Church Homes of Kentucky,
Inc. Obligated Group),
5.5%, 11-15-2030 .................................................... $ 4,000 $ 3,580,000
County of Perry, Kentucky, Solid Waste
Disposal Revenue Bonds (TJ International
Project), Series 1994,
7.0%, 6-1-2024 ...................................................... 1,000 1,055,000
Total ............................................................... 4,635,000
LOUISIANA - 1.34%
Louisiana Public Facilities Authority:
Revenue Bonds (Progressive Healthcare
Providers/Louisiana, Inc. Project), Series 1998:
6.375%, 10-1-2020 ................................................... 2,000 1,865,000
6.375%, 10-1-2028 ................................................... 2,000 1,832,500
Board of Commissioners of the Port of New
Orleans, Industrial Development Revenue
Refunding Bonds (Continental Grain Company
Project), Series 1993,
7.5%, 7-1-2013 ...................................................... 2,000 1,992,500
LaFourche Parish Home Mortgage Authority,
Tax-Exempt Capital Appreciation Refunding
Bonds, Series 1990-B, Class B-2,
0.0%, 5-20-2014 ..................................................... 3,300 1,167,375
Total ............................................................... 6,857,375
MAINE - 0.55%
Maine Veterans' Homes, Revenue Bonds,
1995 Series,
7.75%, 10-1-2020 .................................................... 2,810 2,820,537
MARYLAND - 0.66%
Maryland Economic Development Corporation,
Senior Lien Revenue Bonds (Rocky Gap
Golf Course and Hotel/Meeting Center
Project), Series 1996 A,
8.375%, 10-1-2009 ................................................... 3,250 3,347,500
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
</TABLE>
<PAGE>
THE INVESTMENTS OF
UNITED MUNICIPAL HIGH INCOME FUND, INC.
SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
<S> <C> <C>
MUNICIPAL BONDS (CONTINUED)
MASSACHUSETTS - 6.38%
Massachusetts Industrial Finance Agency:
First Mortgage Revenue Bonds, Reeds
Landing Project, Series 1993,
8.625%, 10-1-2023 ................................................... $ 9,945 $ 10,976,794
Resource Recovery Revenue Bonds (SEMASS
Project), Series 1991B,
9.25%, 7-1-2015 ..................................................... 5,000 5,456,250
Resource Recovery Revenue Refunding Bonds
(Ogden Haverhill Project),
Series 1998A Bonds,
5.6%, 12-1-2019 ..................................................... 2,500 2,384,375
Revenue Bonds, Beaver Country Day School
Issue, Series 1992, Subseries A,
8.1%, 3-1-2008 ...................................................... 1,320 1,359,600
Massachusetts Municipal Wholesale Electric
Company, Power Supply System Revenue Bonds,
1993 Series A, Inverse Floating Rate
Security (INFLOS),
7.17%, 7-1-2018 (B) ................................................. 8,000 7,310,000
Massachusetts Health and Educational
Facilities Authority, Revenue Bonds,
Beth Israel Hospital Issue, Series G-4,
Inverse Floating Rate Securities (INFLOS),
8.674%, 7-1-2025 (B) ................................................ 5,000 5,037,500
Total ............................................................... 32,524,519
MINNESOTA - 0.87%
City of Victoria, Minnesota, Private School
Facility Revenue Bonds (Holy Family Catholic
High School Project), Series 1999A,
5.85%, 9-1-2024 ..................................................... 3,200 3,052,000
City of Coon Rapids, Minnesota, Multifamily
Housing Revenue Bonds (Wedum Redwood
Terrace, LLC Project), Series 1999A,
6.375%, 11-1-2029 ................................................... 1,450 1,402,875
Total ............................................................... 4,454,875
MISSISSIPPI - 0.43%
Lowndes County, Mississippi, Solid Waste
Disposal and Pollution Control Refunding
Revenue Bonds (Weyerhaeuser Company
Project), Series 1992B, Indexed Inverse
Floating/Fixed Term Bonds,
6.7%, 4-1-2022 ...................................................... 2,000 2,195,000
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
</TABLE>
<PAGE>
THE INVESTMENTS OF
UNITED MUNICIPAL HIGH INCOME FUND, INC.
SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
<S> <C> <C>
MUNICIPAL BONDS (CONTINUED)
MISSOURI - 5.54%
State Environmental Improvement and Energy
Resources Authority (State of Missouri),
Water Facilities Revenue Bonds
(Tri-County Water Authority Project),
Series 1992:
8.75%, 4-1-2022 ..................................................... $ 4,340 $ 4,860,800
8.25%, 4-1-2002 ..................................................... 345 363,113
The Industrial Development Authority of the
City of Kansas City, Missouri:
Revenue Bonds (The Bishop Spencer Place,
Incorporated Project), Series 1994,
8.0%, 9-1-2016 ...................................................... 2,965 3,168,844
Multifamily Housing Revenue Bonds (Village
Green Apartments Project), Series 1998,
6.25%, 4-1-2030 ..................................................... 1,750 1,634,062
The Industrial Development Authority of the
City of Bridgeton, Missouri, Senior Housing
Revenue Bonds (The Sarah Community Project),
Series 1998,
5.9%, 5-1-2028 ...................................................... 5,000 4,631,250
Missouri Housing Development Commission,
Multifamily Housing Revenue Bonds (The Mansion
Apartments Phase II Project), Series 1999,
6.17%, 10-1-2032 .................................................... 3,915 3,645,844
Tax Increment Financing Commission of Kansas City,
Missouri, Tax Increment Refunding and Improvement
Revenue Bonds (Briarcliff West Project),
Series 1999,
6.0%, 8-1-2021 ...................................................... 2,250 2,134,688
The Industrial Development Authority of
St. Joseph, Missouri, Multifamily Housing
Revenue Bonds (Hillcrest Village Apartments
Project), Series 1998A,
6.375%, 9-1-2028 .................................................... 2,250 2,089,687
The City of Lake Saint Louis, Missouri,
Public Facilities Authority, Certificates
of Participation (Municipal Golf Course
Project), Series 1993,
7.55%, 12-1-2014 .................................................... 2,000 2,155,000
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
</TABLE>
<PAGE>
THE INVESTMENTS OF
UNITED MUNICIPAL HIGH INCOME FUND, INC.
SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
<S> <C> <C>
MUNICIPAL BONDS (CONTINUED)
MISSOURI (CONTINUED)
The Industrial Development Authority of
the City of St. Louis, Missouri,
Industrial Revenue Refunding Bonds
(Kiel Center Multipurpose Arena Project),
Series 1992,
7.75%, 12-1-2013 .................................................... $ 1,500 $ 1,599,375
The Industrial Development Authority of the
City of Springfield, Missouri,
Industrial Development Refunding Revenue
Bonds (Health Care Realty of Springfield,
Ltd. Project), Series 1988,
10.25%, 12-1-2010 ................................................... 1,015 1,022,856
The Industrial Development Authority of
Callaway County, Missouri, Industrial
Development Revenue Bonds (A.P. Green
Refractories Co. Project), Series 1984,
8.6%, 11-1-2014 ..................................................... 900 949,221
Total ............................................................... 28,254,740
NEVADA - 0.52%
Reno-Sparks Convention & Visitors Authority,
Nevada, Limited Obligation Medium-Term
Refunding Bonds, Series November 1, 1996,
6.0%, 11-1-2006 ..................................................... 2,640 2,636,700
NEW HAMPSHIRE - 1.11%
State of New Hampshire, Turnpike System Revenue
Bonds, 1994 Series C, Residual Interest Bonds (RIBS),
6.351%, 2-1-2024 (B) ................................................ 5,600 4,676,000
Lisbon Regional School District, New
Hampshire, General Obligation Capital
Appreciation School Bonds,
0.0%, 2-1-2013 ...................................................... 1,500 965,625
Total ............................................................... 5,641,625
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
</TABLE>
<PAGE>
THE INVESTMENTS OF
UNITED MUNICIPAL HIGH INCOME FUND, INC.
SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
<S> <C> <C>
MUNICIPAL BONDS (CONTINUED)
NEW JERSEY - 1.88%
First Mortgage Revenue Fixed Rate Bonds
(Winchester Gardens at Ward Homestead
Project) Series 1996A,
8.625%, 11-1-2025 ................................................... $ 3,000 $ 3,348,750
New Jersey Economic Development Authority:
Senior Mortgage Revenue and Revenue Refunding
Bonds (Arbor Glen of Bridgewater Project),
Series 1998A,
6.0%, 5-15-2028 ..................................................... 3,250 3,050,938
Economic Development Bonds, Kapkowski
Road Landfill Reclamation Improvement
District Project (City of Elizabeth),
Series 1998A:
6.375%, 4-1-2018 .................................................... 2,385 2,390,962
0.0%, 4-1-2011 ...................................................... 1,740 819,975
Total ............................................................... 9,610,625
NEW MEXICO - 0.71%
City of Santa Fe, New Mexico, Industrial Revenue
Housing Refunding Bonds (Ponce de Leon Limited
Partnership Project), Series 1995,
7.25%, 12-1-2005 .................................................... 3,500 3,644,375
NEW YORK - 1.37%
Tompkins County Industrial Development
Agency, Life Care Community Revenue Bonds,
1994 (Kendal at Ithaca, Inc. Project),
7.875%, 6-1-2024 .................................................... 4,035 4,251,881
New York City Municipal Water Finance Authority,
Water and Sewer System Revenue Bonds, Inverse
Rate Securities, Fiscal 1994 Series E,
7.06%, 6-15-2012 (B) ................................................ 2,750 2,732,813
Total................................................................ 6,984,694
NORTH CAROLINA - 0.94%
City of Charlotte, North Carolina, Charlotte/
Douglas International Airport, Special
Facility Refunding Revenue Bonds, Series 1998
(US Airways, Inc. Project),
5.6%, 7-1-2027 ...................................................... 3,075 2,609,906
City of Durham, North Carolina, Multifamily
Housing Revenue Bonds (Ivy Commons Project),
Series 1997,
8.0%, 3-1-2029 ...................................................... 2,250 2,193,750
Total ............................................................... 4,803,656
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
</TABLE>
<PAGE>
THE INVESTMENTS OF
UNITED MUNICIPAL HIGH INCOME FUND, INC.
SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
<S> <C> <C>
MUNICIPAL BONDS (CONTINUED)
NORTH DAKOTA - 0.66%
City of Grand Forks, North Dakota, Senior Housing Revenue Bonds (4000
Valley Square Project), Series 1997:
6.25%, 12-1-2034 .................................................... $ 2,000 $ 1,917,500
6.375%, 12-1-2034 ................................................... 1,500 1,445,625
Total ............................................................... 3,363,125
OHIO - 1.85%
Ohio Water Development Authority, State of
Ohio, Solid Waste Disposal Revenue Bonds
(Bay Shore Power Project), Tax-Exempt
Series 1998 A,
5.875%, 9-1-2020 .................................................... 6,000 5,677,500
City of Toledo, Ohio, Multifamily Housing
Mortgage Revenue Bonds, Series 1998-A
(Hillcrest Apartments Project),
6.125%, 12-1-2029 ................................................... 4,000 3,750,000
Total ............................................................... 9,427,500
OKLAHOMA - 2.57%
Bixby Public Works Authority, Utility
System Revenue Bonds, Refunding
Series 1994,
7.25%, 11-1-2019 .................................................... 2,685 2,809,181
The Clinton Public Works Authority,
Refunding and Improvement Revenue
Bonds, Series 1994,
6.25%, 1-1-2019 ..................................................... 2,575 2,652,250
Oklahoma County Industrial Authority,
Industrial Development Revenue Bonds:
1986 Series A (Westlake Nursing Center
Project):
10.25%, 9-1-2016 .................................................... 905 919,616
10.125%, 9-1-2006 ................................................... 430 436,979
1986 Series B (Choctaw Nursing
Center Project):
10.25%, 9-1-2016 (C) ................................................ 1,230 713,400
10.125%, 9-1-2006 (C) ............................................... 525 304,500
The Broken Arrow Public Golf Authority
(Broken Arrow, Oklahoma), Recreational
Facilities Revenue Bonds, Series 1995,
7.25%, 8-1-2020 ..................................................... 2,025 2,068,031
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
</TABLE>
<PAGE>
THE INVESTMENTS OF
UNITED MUNICIPAL HIGH INCOME FUND, INC.
SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
<S> <C> <C>
MUNICIPAL BONDS (CONTINUED)
OKLAHOMA (CONTINUED)
Trustees of the Oklahoma Ordnance Works
Authority, Industrial Development Revenue
Refunding Bonds (A.P. Green Industries,
Inc. Project), Series 1992,
8.5%, 5-1-2008 ...................................................... $ 1,600 $ 1,706,000
The Guthrie Public Works Authority
(Guthrie, Oklahoma), Utility System
Revenue Bonds, Series 1994A,
6.75%, 9-1-2019 ..................................................... 1,415 1,476,906
Total ............................................................... 13,086,863
OREGON - 2.21%
Klamath Falls Intercommunity Hospital
Authority, Gross Revenue Bonds,
Series 1994 (Merle West Medical Center
Project),
7.1%, 9-1-2024 ...................................................... 3,500 3,692,500
City of Klamath Falls, Oregon, Tax-Exempt
Senior Lien Electric Revenue Refunding
Bonds (Klamath Cogeneration Project),
Series 1999,
6.0%, 1-1-2025 ...................................................... 3,000 2,838,750
Myrtle Creek Building Authority, Gross
Revenue Bonds, Series 1996A (Myrtle Creek
Golf Course Project),
8.0%, 6-1-2021 (C) .................................................. 3,000 2,550,000
Hospital Facility Authority of Clackamas
County, Oregon, Senior Living Facility
Revenue Bonds (Mary's Woods at Marylhurst,
Inc. Project), Series 1999A Fixed Rate
Revenue Bonds,
6.625%, 5-15-2029 ................................................... 2,250 2,196,563
Total ............................................................... 11,277,813
PENNSYLVANIA - 5.38%
Monroeville Hospital Authority, Hospital
Revenue Bonds, Series of 1992 (Forbes
Health System):
7.0%, 10-1-2013 ..................................................... 3,630 3,593,700
6.25%, 10-1-2015 .................................................... 2,110 2,065,163
Delaware County Authority (Pennsylvania),
First Mortgage Revenue Bonds
(Riddle Village Project),
Series 1994,
8.25%, 6-1-2022 ..................................................... 4,000 4,675,000
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
</TABLE>
<PAGE>
THE INVESTMENTS OF
UNITED MUNICIPAL HIGH INCOME FUND, INC.
SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
<S> <C> <C>
MUNICIPAL BONDS (CONTINUED)
PENNSYLVANIA (CONTINUED)
Pennsylvania Higher Educational Facilities
Authority (Commonwealth of Pennsylvania),
Revenue Bonds (Allegheny General Hospital),
1991 Series A,
7.125%, 9-1-2007 .................................................... $ 3,670 $ 3,647,062
Philadelphia Authority for Industrial
Development, Commercial Development Revenue
Refunding Bonds (Doubletree Guest Suites
Project), Series 1997A,
6.5%, 10-1-2027...................................................... 3,500 3,543,750
Clearfield Hospital Authority, Hospital
Revenue and Refunding Bonds (Clearfield
Hospital Project), Series 1994,
6.875%, 6-1-2016 .................................................... 3,350 3,458,875
Allentown Area Hospital Authority, Hospital
Revenue Bonds (Sacred Heart Hospital of
Allentown), Series A of 1993,
6.75%, 11-15-2014 ................................................... 2,865 3,004,669
Susquehanna Area Regional Airport Authority,
Airport Facilities Revenue Bonds (Aero
Harrisburg, LLC Project), Series 1999,
5.5%, 1-1-2024 ...................................................... 2,000 1,760,000
South Wayne County Water and Sewer Authority
(Wayne County, Pennsylvania), Sewer Revenue
Bonds, Series of 1992,
8.2%, 4-15-2013 ..................................................... 1,665 1,698,300
Total ............................................................... 27,446,519
RHODE ISLAND - 0.41%
City of Providence, Rhode Island, Special
Obligation Tax Increment Bonds, Series D,
6.65%, 6-1-2016 ..................................................... 2,000 2,067,500
SOUTH CAROLINA - 2.95%
South Carolina Jobs - Economic Development Authority,
Solid Waste Recycling Facilities Revenue Bonds
(Santee River Rubber Project):
Tax-Exempt Series 1998A,
8.0%, 12-1-2014 ..................................................... 4,000 3,825,000
Tax-Exempt Series 1998B,
9.0%, 12-1-2011 ..................................................... 2,460 2,460,000
</TABLE>
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
<PAGE>
THE INVESTMENTS OF
UNITED MUNICIPAL HIGH INCOME FUND, INC.
SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
<S> <C> <C>
MUNICIPAL BONDS (CONTINUED)
SOUTH CAROLINA (CONTINUED)
Connector 2000 Association, Inc., Toll Road
Revenue Bonds (Southern Connector Project,
Greenville, South Carolina):
Senior Capital Appreciation Bonds, Series 1998B:
0.0%, 1-1-2035 ...................................................... $17,000 $ 1,508,750
0.0%, 1-1-2036 ...................................................... 11,000 907,500
Senior Current Interest Bonds, Series 1998A,
5.25%, 1-1-2023 ..................................................... 2,000 1,735,000
McCormick County, South Carolina, Hospital
Facilities Revenue Refunding and Improvement
Bonds, Series 1997 (McCormick Health Care
Center Project),
7.0%, 3-1-2018 ...................................................... 2,530 2,485,725
South Carolina State Housing, Finance
and Development Authority, Multifamily
Housing Mortgage Revenue Bonds (United
Dominion-Plum Chase), Series 1991,
8.5%, 10-1-2021 ..................................................... 2,000 2,117,500
Total ............................................................... 15,039,475
SOUTH DAKOTA - 0.41%
South Dakota Health and Educational
Facilities Authority, Refunding Revenue
Bonds (Westhills Village Retirement
Community Issue), Series 1993,
7.25%, 9-1-2013 ..................................................... 2,000 2,077,500
TENNESSEE - 0.68%
The Health and Educational Facilities
Board of the City of Crossville, Tennessee,
Hospital Revenue Improvement Bonds,
Series 1992 (Cumberland Medical Center),
6.75%, 11-1-2012 .................................................... 2,000 2,075,000
Upper Cumberland Gas Utility District
(of Cumberland County, Tennessee),
Gas System Revenue Bonds, Series 1996,
7.0%, 3-1-2016 ...................................................... 1,400 1,408,750
Total ............................................................... 3,483,750
TEXAS - 5.26%
AllianceAirport Authority, Inc., Special
Facilities Revenue Bonds:
Series 1991 (American Airlines, Inc. Project),
7.0%, 12-1-2011 ..................................................... 4,700 5,181,750
Series 1996 (Federal Express Corporation Project),
6.375%, 4-1-2021 .................................................... 4,000 4,035,000
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
</TABLE>
<PAGE>
THE INVESTMENTS OF
UNITED MUNICIPAL HIGH INCOME FUND, INC.
SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
<S> <C> <C>
MUNICIPAL BONDS (CONTINUED)
TEXAS (CONTINUED)
Lubbock Health Facilities Development Corporation,
Fixed Rate First Mortgage Revenue Bonds
(Carillon, Inc. Project), Series 1999A,
6.5%, 7-1-2019 ...................................................... $ 6,000 $ 5,737,500
Gulf Coast Waste Disposal Authority, Waste
Disposal Revenue Bonds (Valero Energy
Corporation Project):
Series 1998,
5.6%, 4-1-2032 ...................................................... 3,490 3,097,375
Series 1999,
5.7%, 4-1-2032 ...................................................... 2,000 1,802,500
Alvarado Industrial Development Corporation,
Industrial Development Revenue Bonds
(Rich-Mix Products of Texas, Inc. Project),
Series 1996,
7.75%, 3-1-2010 ..................................................... 2,795 2,774,038
City of Houston, Housing Corporation
No. 1, First Lien Revenue Refunding
Bonds, Series 1996 (6800 Long Drive
Apartments - Section 8 New Construction
Program), Houston, Texas,
6.625%, 2-1-2020 .................................................... 2,305 2,264,662
City of Houston, Texas, Airport System
Special Facilities Revenue Bonds
(Continental Airlines, Inc. Terminal
Improvement Projects), Series 1997B,
6.125%, 7-15-2017 ................................................... 2,000 1,937,500
Total ............................................................... 26,830,325
UTAH - 4.86%
Tooele County, Utah, Hazardous Waste
Treatment Revenue Bonds (Union Pacific
Corporation/USPCI, Inc. Project),
Series A,
5.7%, 11-1-2026 ..................................................... 17,000 15,512,500
Intermountain Power Agency, Power Supply
Revenue Refunding Bonds, 1993 Series A,
Inverse Floating Rate Securities (INFLOS),
7.266%, 7-1-2021 (B) ................................................ 5,950 5,481,437
Utah Housing Finance Agency, Revenue Bonds
(RHA Community Services of Utah, Inc.
Project), Series 1997A,
6.875%, 7-1-2027 .................................................... 2,440 2,446,100
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
</TABLE>
<PAGE>
THE INVESTMENTS OF
UNITED MUNICIPAL HIGH INCOME FUND, INC.
SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
<S> <C> <C>
MUNICIPAL BONDS (CONTINUED)
UTAH (CONTINUED)
Carbon County, Utah, Solid Waste Disposal Refunding Revenue Bonds
(Sunnyside Cogeneration Project and Sunnyside Generation, LLC):
Series 1999A,
7.1%, 8-15-2023 ..................................................... $ 1,270 $ 1,270,000
Series 1999B,
0.0%, 8-15-2024 ..................................................... 390 64,350
Total ............................................................... 24,774,387
VERMONT - 2.07%
Vermont Industrial Development Authority,
Mortgage Revenue Bonds, Wake Robin
Corporation Project, Series 1993A:
8.75%, 4-1-2023 ..................................................... 4,465 5,173,819
8.75%, 3-1-2023 ..................................................... 2,500 2,896,875
Vermont Economic Development Authority,
Mortgage Revenue Bonds, Wake Robin
Corporation Project, Series 1999A,
6.3%, 3-1-2033 ...................................................... 2,500 2,493,750
Total ............................................................... 10,564,444
VIRGINIA - 2.77%
Peninsula Ports Authority of Virginia,
Port Facility Refunding Revenue Bonds
(Ziegler Coal Project), Series 1997 (Non-AMT),
6.9%, 5-2-2022 ...................................................... 5,000 4,862,500
Norfolk Redevelopment and Housing Authority,
Multifamily Rental Housing Facility
Revenue Bonds, Series 1996 (1016 Limited
Partnership-Sussex Apartments Project),
8.0%, 9-1-2026 ...................................................... 3,495 3,490,631
Fairfax County Redevelopment and Housing
Authority, Multifamily Housing Revenue
Refunding Bonds (Burke Shire Commons
Apartments Project), Series 1996,
7.6%, 10-1-2036 ..................................................... 3,000 2,985,000
Pocahontas Parkway Association, Route 895
Connector, Toll Road Revenue Bonds, Senior
Capital Appreciation Bonds, Series 1998B,
0.0%, 8-15-2018 ..................................................... 9,000 2,778,750
Total ............................................................... 14,116,881
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
</TABLE>
<PAGE>
THE INVESTMENTS OF
UNITED MUNICIPAL HIGH INCOME FUND, INC.
SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
<S> <C> <C>
MUNICIPAL BONDS (CONTINUED)
WASHINGTON - 0.95%
Port of Anacortes, Washington, Revenue and
Refunding Bonds, 1998 Series A (AMT),
5.625%, 9-1-2016 .................................................... $ 3,790 $ 3,562,600
Housing Authority of the City of Seattle,
Low-Income Housing Assistance Revenue
Bonds, 1995 (GNMA Collateralized Mortgage
Loan - Kin On Project),
7.4%, 11-20-2036 .................................................... 1,142 1,279,040
Total ............................................................... 4,841,640
WEST VIRGINIA - 0.31%
Upshur County, West Virginia, Solid Waste
Disposal Revenue Bonds (TJ International
Project), Series 1995,
7.0%, 7-15-2025 ..................................................... 1,500 1,586,250
WISCONSIN - 2.06%
Wisconsin Health and Educational Facilities
Authority, Revenue Bonds, Series 1995:
National Regency of New Berlin, Inc.
Project,
8.0%, 8-15-2025 ..................................................... 4,480 4,894,400
Hess Memorial Hospital Association, Inc.
Project,
7.75%, 11-1-2015 .................................................... 3,400 3,740,000
City of Superior, Wisconsin, Water Supply
Facilities Revenue Refunding Bonds
(Superior Water, Light and Power Company
Project), Series 1996,
6.125%, 11-1-2021 ................................................... 1,910 1,845,537
Total ............................................................... 10,479,937
TOTAL MUNICIPAL BONDS - 93.43% $476,365,586
(Cost: $477,745,976)
TOTAL SHORT-TERM SECURITIES - 4.98% $ 25,383,451
(Cost: $25,383,451)
TOTAL INVESTMENT SECURITIES - 98.41% $501,749,037
(Cost: $503,129,427)
CASH AND OTHER ASSETS, NET OF LIABILITIES - 1.59% 8,118,011
NET ASSETS - 100.00% $509,867,048
SEE NOTES TO SCHEDULE OF INVESTMENTS ON PAGE .
</TABLE>
<PAGE>
THE INVESTMENTS OF
UNITED MUNICIPAL HIGH INCOME FUND, INC.
SEPTEMBER 30, 1999
NOTES TO SCHEDULE OF INVESTMENTS
(A) The security does not bear interest for an initial period of time and
subsequently becomes interest bearing.
(B) The interest rate is subject to change periodically and inversely based
upon prevailing market rates. The interest rate shown is the rate in
effect at September 30, 1999.
(C) Non-income producing as the issuer has either missed its most recent
interest payment or declared bankruptcy.
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 MUNICIPAL HIGH INCOME FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
SEPTEMBER 30, 1999
(IN THOUSANDS, EXCEPT FOR PER SHARE AND SHARE AMOUNTS)
<TABLE>
<S> <C>
ASSETS
Investment securities - at value
(Notes 1 and 3) ....................................................................... $501,749
Cash ..................................................................................... 221
Receivables:
Interest .............................................................................. 8,530
Fund shares sold ...................................................................... 1,314
Investment securities sold ............................................................ 997
Prepaid insurance premium ................................................................ 11
--------
Total assets ........................................................................ 512,822
--------
LIABILITIES
Payable to Fund shareholders ............................................................. 2,474
Dividends payable ........................................................................ 302
Accrued service fee (Note 2) ............................................................. 97
Accrued transfer agency and dividend
disbursing (Note 2) ................................................................... 55
Accrued distribution fee (Note 2) ........................................................ 7
Accrued management fee (Note 2) .......................................................... 7
Accrued accounting services fee (Note 2) ................................................. 5
Other .................................................................................... 8
--------
Total liabilities ................................................................... 2,955
--------
Total net assets ................................................................. $509,867
========
NET ASSETS
$1.00 par value capital stock
Capital stock ......................................................................... $ 98,306
Additional paid-in capital ............................................................ 412,960
Accumulated undistributed income (loss):
Distribution in excess of net realized
gain on investment transactions ..................................................... (19)
Net unrealized depreciation in value of
investments ......................................................................... (1,380)
--------
Net assets applicable to outstanding
units of capital ................................................................. $509,867
========
Net asset value per share (net assets divided
by shares outstanding)
Class A ............................................................................... $5.19
Class Y ............................................................................... $5.19
Capital shares outstanding
Class A ............................................................................... 98,305,330
Class Y ............................................................................... 377
Capital shares authorized ................................................................... 300,000,000
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>
UNITED MUNICIPAL HIGH INCOME FUND, INC.
STATEMENT OF OPERATIONS
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1999
(IN THOUSANDS)
<TABLE>
<S> <C>
INVESTMENT INCOME
Interest and amortization (Note 1B) ...................................................... $33,977
-------
Expenses (Note 2):
Investment management fee ............................................................. 2,626
Service fee - Class A ................................................................. 1,115
Transfer agency and dividend disbursing - Class A ..................................... 481
Distribution fee - Class A ............................................................ 78
Accounting services fee ............................................................... 60
Custodian fees ........................................................................ 24
Audit fees ............................................................................ 17
Legal fees ............................................................................ 9
Other ................................................................................. 169
-------
Total expenses ...................................................................... 4,579
-------
Net investment income ............................................................ 29,398
-------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
(NOTES 1 AND 3)
Realized net gain on investments ......................................................... 721
Unrealized depreciation in value of
investments during the period ......................................................... (37,310)
-------
Net loss on investments ............................................................... (36,589)
-------
Net decrease in net assets resulting
from operations .................................................................. $(7,191)
=======
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>
UNITED MUNICIPAL HIGH INCOME FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE FISCAL YEAR
ENDED SEPTEMBER 30,
---------------------------------------
1999 1998
-------------- ------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income ........................................... $29,398 $ 28,519
Realized net gain on investments ................................ 721 12,638
Unrealized appreciation (depreciation)........................... (37,310) 5,793
-------- --------
Net increase (decrease) in net assets
resulting from operations .................................. (7,191) 46,950
-------- --------
Distributions to shareholders (Note 1D):*
From net investment income:
Class A ....................................................... (29,398) (28,519)
Class Y** ..................................................... --- ---
From realized net gains on investment transactions:
Class A ....................................................... (12,257) (6,027)
Class Y** ..................................................... --- ---
In excess of realized capital gains:
Class A ....................................................... (19) ---
Class Y** ..................................................... --- ---
-------- --------
(41,674) (34,546)
Capital share transactions: -------- --------
Proceeds from sale of shares:
Class A (12,671,972 and 11,013,539
shares, respectively) ...................................... 69,498 62,198
Class Y (354 and 3,493 shares,
respectively) .............................................. 2 20
Proceeds from reinvestment of dividends..........................
and/or capital gains distribution:
Class A (6,355,577 and 4,977,786
shares, respectively) ...................................... 34,776 27,654
Class Y (23 and 15 shares,
respectively)** ............................................ --- ---
Payments for shares redeemed:
Class A (12,422,841 and 9,576,509
shares, respectively) ...................................... (67,739) (53,817)
Class Y (0 and 3,508 shares, respectively).................. --- (20)
-------- --------
Net increase in net assets resulting........................
from capital share transactions ......................... 36,537 36,035
-------- --------
Total increase (decrease) ............................... (12,328) 48,439
NET ASSETS
Beginning of period ................................................ 522,195 473,756
-------- --------
End of period ...................................................... $509,867 522,195
======== ========
Undistributed net investment income ............................. $--- $---
==== ====
</TABLE>
*See "Financial Highlights" on pages - .
**Amounts not shown due to rounding.
SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>
UNITED MUNICIPAL HIGH INCOME FUND, INC.
FINANCIAL HIGHLIGHTS
CLASS A SHARES
FOR A SHARE OF CAPITAL STOCK OUTSTANDING
THROUGHOUT EACH PERIOD:
<TABLE>
<CAPTION>
FOR THE FISCAL YEAR ENDED
SEPTEMBER 30,
------------------------------------
1999 1998 1997 1996 1995
------- ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Net asset value,
beginning of
period .......................... $5.69 $5.55 $5.31 $5.27 $5.12
----- ----- ----- ----- -----
Income from investment
operations:
Net investment
income........................ 0.31 0.32 0.34 0.34 0.35
Net realized and
unrealized gain
(loss) on
investments .................. (0.37) 0.21 0.25 0.04 0.17
----- ----- ----- ----- -----
Total from investment
operations ...................... (0.06) 0.53 0.59 0.38 0.52
----- ----- ----- ----- -----
Less distributions:
Declared from net
investment income ............ (0.31) (0.32) (0.34) (0.34) (0.35)
From capital gains .............. (0.13) (0.07) (0.01) (0.00) (0.00)
In excess of capital
gains* ....................... (0.00) (0.00) (0.00) (0.00) (0.02)
----- ----- ----- ----- -----
Total distributions................. (0.44) (0.39) (0.35) (0.34) (0.37)
----- ----- ----- ----- -----
Net asset value, end
of period ....................... $5.19 $5.69 $5.55 $5.31 $5.27
===== ===== ===== ===== =====
Total return** ..................... -1.22% 9.88% 11.45% 7.40% 10.63%
Net assets, end
of period (in
millions)........................ $510 $522 $474 $400 $383
Ratio of expenses to
average net
assets .......................... 0.87% 0.82% 0.78% 0.81% 0.76%
Ratio of net investment
income to average
net assets ...................... 5.59% 5.72% 6.19% 6.41% 6.75%
Portfolio turnover
rate ............................ 26.83% 35.16% 19.47% 26.91% 19.07%
</TABLE>
*Amount in 1999 not shown due to rounding.
**Total return calculated without taking into account the sales load deducted
on an initial purchase.
SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>
UNITED MUNICIPAL HIGH INCOME FUND, INC.
FINANCIAL HIGHLIGHTS
CLASS Y SHARES
FOR A SHARE OF CAPITAL STOCK OUTSTANDING
THROUGHOUT EACH PERIOD:
<TABLE>
<CAPTION>
FOR THE PERIOD FOR THE PERIOD
FROM 12/30/98* FROM 7/1/98*
TO 9/30/99 TO 8/25/98
------------------- -------------------
<S> <C> <C>
Net asset value,
beginning of
period .......................... $5.65 $5.64
----- -----
Income from investment
operations:
Net investment
income........................ 0.24 0.05
Net realized and
unrealized gain (loss)
on investments ............... (0.33) 0.01
----- -----
Total from investment
operations ...................... (0.09) 0.06
.............................. ----- -----
Less distributions:
Declared from net
investment income ............ (0.24) (0.05)
From capital gains .............. (0.13) (0.00)
In excess of capital
gains** ...................... (0.00) (0.00)
----- -----
Total distributions (0.37) (0.05)
----- -----
Net asset value, end
of period ....................... $5.19 $5.65
===== =====
Total return ....................... -1.53% 1.07%
Net assets, end
of period (000
omitted)......................... $2 $0
Ratio of expenses to
average net
assets .......................... 0.80%*** 0.61%***
Ratio of net investment
income to average
net assets ...................... 5.68%*** 5.99%***
Portfolio turnover
rate ............................ 26.83%**** 35.16%***
</TABLE>
*Class Y shares commenced operations on July 1, 1998 and continued
operations until August 25, 1998 when all outstanding Class Y shares
were redeemed at the ending net asset value shown in the table.
Operations recommenced on December 30, 1998.
**Amount in 1999 not shown due to rounding.
***Annualized.
****For the fiscal year ended September 30, 1999.
SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>
UNITED MUNICIPAL HIGH INCOME FUND, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
NOTE 1 -- SIGNIFICANT ACCOUNTING POLICIES
United Municipal High Income 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 to provide
a high level of income which is not subject to Federal income tax. The
following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. The
policies are in conformity with generally accepted accounting principles.
A. Security valuation -- Municipal bonds and the taxable obligations in
the Fund's investment portfolio are not listed or traded on any
securities exchange. Therefore, municipal bonds are valued using a
pricing system provided by a pricing service or dealer in bonds.
Short-term debt securities, whether taxable or nontaxable, are
valued at amortized cost, which approximates market.
B. Security transactions and related investment income -- Security
transactions are accounted for on the trade date (date the order to
buy or sell is executed). Securities gains and losses are calculated
on the identified cost basis. Original issue discount (as defined in
the Internal Revenue Code) and premiums on the purchase of bonds are
amortized for both financial and tax reporting purposes over the
remaining lives of the bonds. Interest income is recorded on the
accrual basis. See Note 3 -- Investment Security Transactions.
C. Federal income taxes -- The Fund intends to distribute all of its
net investment income and capital gains to its shareholders and
otherwise qualify as a regulated investment company under Subchapter
M of the Internal Revenue Code. The Fund intends to pay
distributions as required to avoid imposition of excise tax.
Accordingly, provision has not been made for Federal income taxes.
In addition, the Fund intends to meet requirements of the Internal
Revenue Code which will permit it to pay dividends from net
investment income, substantially all of which will be exempt from
Federal income tax. See Note 4 -- Federal Income Tax Matters.
D. Dividends and distributions -- All of the Fund's net investment
income is declared and recorded by the Fund as dividends payable on
each day to shareholders of record as of the close of the preceding
business day. Net investment income dividends and capital gains
distributions are determined in accordance with income tax
regulations which may differ from generally accepted accounting
principles. These differences are due to differing treatments for
items such as deferral of wash sales and post-October losses, net
operating losses and expiring capital loss carryovers.
<PAGE>
The preparation of financial statements in accordance with generally
accepted accounting principles 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. As of
June 30, 1999, the fee is payable by the Fund at the annual rate of 0.525% of
net assets up to $500 million, 0.50% of net assets over $500 million and up
to $1 billion, 0.45% of net assets over $1 billion and up to $1.5 billion,
and 0.40% of net assets over $1.5 billion. Prior to June 30, 1999, the fee
consisted of two elements: (i) a "Specific" fee computed on net asset value
as of the close of business each day at the annual rate of .10% of net assets
and (ii) a "Group" fee computed each day on the combined net asset values of
all of the funds in the United Group of mutual funds at annual rates of .51%
of the first $750 million of combined net assets, .49% on that amount between
$750 million and $1.5 billion, .47% between $1.5 billion and $2.25 billion,
.45% between $2.25 billion and $3 billion, .43% between $3 billion and $3.75
billion, .40% between $3.75 billion and $7.5 billion, .38% between $7.5
billion and $12 billion, and .36% of that amount over $12 billion. The Fund
accrues and pays 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
<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>
The Fund also pays WARSCO a monthly per account charge for transfer
agency and dividend disbursement services of $1.3125 for
<PAGE>
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 was paid in that 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 (which are not an expense of the Fund) of $1,439,099, out
of which W&R paid sales commissions of $820,399 and all expenses in
connection with the sale of Fund shares, except for registration fees and
related expenses.
Under a Distribution and Service Plan for Class A shares adopted by
the Fund pursuant to Rule 12b-1 under the Investment Company Act of 1940, the
Fund may pay monthly a distribution and/or service fee to W&R in an amount
not to exceed .25% of the Fund's Class A average annual net assets. The fee
is to be paid to reimburse W&R for amounts it expends in connection with the
distribution of the Class A shares and/or provision of personal services to
Fund shareholders and/or maintenance of shareholder accounts.
The Fund paid Directors' fees of $20,095, 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 $144,206,857, while proceeds from
maturities and sales aggregated $137,546,936. Purchases of short-term
securities aggregated $463,351,846, while proceeds from maturities and sales
aggregated $446,356,030. No U.S. Government securities were bought or sold
during the period ended September 30, 1999.
For Federal income tax purposes, cost of investments owned at
September 30, 1999 was $503,242,234, resulting in net unrealized depreciation
of $1,493,197, of which $14,858,737 related to appreciated securities and
$16,351,934 related to depreciated securities.
NOTE 4 -- FEDERAL INCOME TAX MATTERS
For Federal income tax purposes, the Fund realized capital gain net
income of $720,801 during its fiscal year ended September 30, 1999, of which
a portion was paid to shareholders during the period ended September 30,
1999. 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. Only Class A and Class Y shares were issued during the
six months ended September 30, 1999. Class Y shares are not subject to a
sales charge on
<PAGE>
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
either class are offered is contained in the Prospectus and the Statement of
Additional Information for the Fund.
Income, non-class specific expenses, and realized and unrealized
gains and losses are allocated daily to each class of shares based on the
value of their relative net assets as of the beginning of each day adjusted
for the prior day's capital share activity.
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders,
United Municipal High Income Fund, Inc.:
We have audited the accompanying statement of assets and liabilities,
including the schedule of investments, of United Municipal High Income Fund,
Inc. (the "Fund") as of September 30, 1999, 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 generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and the
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of September 30, 1999, 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 Municipal High Income Fund, Inc. as of September 30, 1999, 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 generally accepted accounting principles.
/s/ Deloitte & Touche LLP
-------------------------
Deloitte & Touche LLP
Kansas City, Missouri
November 5, 1999
<PAGE>
REGISTRATION STATEMENT
PART C
OTHER INFORMATION
23. Exhibits: United Municipal High Income Fund, Inc.
---------
(a) Articles of Incorporation, as amended, filed by EDGAR on
December 1, 1995 as EX-99.B1-charter to Post-Effective
Amendment No. 17 to the Registration Statement on Form N-1A*
Articles Supplementary filed by EDGAR on December 1, 1995 as
EX-99.B1-mhartsup to Post-Effective Amendment No. 17 to the
Registration Statement on Form N-1A*
Articles Supplementary filed by EDGAR on July 2, 1999 as
EX-99.B(a)mhsuppbc to Post-Effective Amendment No. 22 to the
Registration Statement on Form N-1A*
Articles Supplementary attached hereto as EX-99.B(a)mhartsup
(b) Bylaws, as amended, filed by EDGAR on December 27, 1996 as
EX-99.B2-mhbylaw to Post-Effective Amendment No. 18 to the
Registration Statement on Form N-1A*
Amendment to Bylaws filed by EDGAR on July 2, 1999 as
EX-99.B(b)mhbylaw2 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 December 1,
1995 as EX-99.B5-mhima to Post-Effective Amendment No. 17 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)mhimafee to Post-Effective Amendment No. 22 to the
Registration Statement on Form N-1A*
Assignment of the Investment Management Agreement filed by
EDGAR on December 1, 1995 as EX-99.B5-mhassign to
Post-Effective Amendment No. 17 to the Registration Statement
on Form N-1A*
(e) Underwriting Agreement filed by EDGAR on December 1, 1995 as
EX-99.B6-mhua to Post-Effective Amendment No. 17 to the
Registration Statement on Form N-1A*
(f) Not applicable
(g) Custodian Agreement, as amended, filed by EDGAR on December
29, 1999 as EX-99.B(g)mhca to Post-Effective Amendment No. 23
to the Registration Statement on Form N-1A*
<PAGE>
(h) Shareholder Servicing Agreement filed by EDGAR on December 1,
1998 as EX-99.B9-mhssa to Post-Effective Amendment No. 21 to
the Registration Statement on Form N-1A*
Compensation table (Exhibit B) to the Shareholder Servicing
Agreement, as amended, filed by EDGAR on July 2, 1999 as
EX-99.B(h)mhssacom to Post-Effective Amendment No. 22 to the
Registration Statement on Form N-1A*
Fund Class A Application, as amended, filed by EDGAR on May
30, 1997 as EX-99.B9-mhappca to Post-Effective Amendment No.
19 to the Registration Statement on Form N-1A*
Fund Class Y Application filed by EDGAR on December 1, 1995 as
EX-99.B9-mhappcy to Post-Effective Amendment No. 17 to the
Registration Statement on Form N-1A*
Fund NAV Application filed by EDGAR on December 1, 1995 as
EX-99.B9-mhnavapp to Post-Effective Amendment No. 17 to the
Registration Statement on Form N-1A*
Accounting Services Agreement filed by EDGAR on December 1,
1995 as EX-99.B9-mhasa to Post-Effective Amendment No. 17 to
the Registration Statement on Form N-1A*
Service Agreement filed by EDGAR on electronic format on July
30, 1993 as Exhibit (b)(15) to Post-Effective Amendment No. 14
to the Registration Statement on Form N-1A*
Amendment to Service Agreement filed by EDGAR on December 1,
1995 as EX-99.B9-mhsaa to Post-Effective Amendment No. 17 to
the Registration Statement on Form N-1A*
Class Y letter of understanding filed by EDGAR on December 27,
1996 as EX-99.B9-mhlou 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, filed by EDGAR on December
29, 1999 as EX-99.B(h)mhssafid to Post-Effective Amendment No.
23 to the Registration Statement on Form N-1A*
Fund Application (Non-Retirement Plan) attached hereto as
EX-99.B(h)mhappnon
Fund Application (Institutional) attached hereto as
EX-99.B(h)mhappnav
Fund Application (Legend Non-Retirement) attached hereto as
EX-99.B(h)mhapplegnon
(i) Opinion and Consent of Counsel attached hereto as
EX-99.B(i)mhlegopn
(j) Consent of Deloitte & Touche LLP, Independent Accountants,
attached hereto as EX-99.B(j)mhconsnt
(k) Not applicable
(l) Not applicable
<PAGE>
(m) Service Plan filed by EDGAR on December 1, 1995 as
EX-99.B15-mhspca to Post-Effective Amendment No. 17 to the
Registration Statement on Form N-1A*
Distribution and Service Plan for Class A shares filed by
EDGAR on December 29, 1997 as EX-99.B15-mhdsp to
Post-Effective Amendment No. 20 to the Registration Statement
on Form N-1A*
Distribution and Service Plan for Class B shares filed by
EDGAR on July 2, 1999 as EX-99.B(m)mhdspb to Post-Effective
Amendment No. 22 to the Registration Statement on Form N-1A*
Distribution and Service Plan for Class C shares filed by
EDGAR on July 2, 1999 as EX-99.B(m)mhdspc to Post-Effective
Amendment No. 22 to the Registration Statement on Form N-1A*
(n) Not applicable
(o) Multiple Class Plan, as amended, attached hereto as
EX-99.B(o)mhmcp
(p) Code of Ethics attached hereto as EX-99.B(p)mhcode
24. Persons Controlled by or under common control with Registrant
-------------------------------------------------------------
None
25. Indemnification
---------------
Reference is made to Section (7)(c) of Article SEVENTH of the Articles
of Incorporation of Registrant filed by EDGAR on December 1, 1998 as
EX-99.B1-charter to Post-Effective Amendment No. 21 to the Registration
Statement on Form N-1A*, and to Article IV of the Underwriting
Agreement filed by EDGAR on December 1, 1995 as EX-99.B6-mhua to
Post-Effective Amendment No. 17 to the Registration Statement on Form
N-1A*, both of which provide indemnification. Also refer to Section
2-418 of the Maryland General Corporation Law regarding indemnification
of directors, officers, employees and agents.
Registrant undertakes to carry out all indemnification provisions of
its Articles of Incorporation, Bylaws, and the above-described
contracts in accordance with the Investment Company Act Release No.
11330 (September 4, 1980) and successor releases.
Insofar as indemnification for liability arising under the 1933 Act, as
amended, may be provided to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment of the Registrant of expenses incurred or paid by a
director, officer of controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
<PAGE>
such director, officer, or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
26. Business and Other Connections of Investment Manager
----------------------------------------------------
Waddell & Reed Investment Management Company 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 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, P.O. Box 29217, Shawnee Mission,
Kansas 66201-9217.
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 of 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 New Concepts Fund, Inc.
United High Income Fund II, Inc.
United Asset Strategy Fund, Inc.
<PAGE>
United Small Cap Fund, Inc.
United Tax-Managed Equity Fund, Inc.
Waddell & Reed Funds, Inc.
Advantage I
Advantage II
Advantage Plus
Advantage Gold
(b) The information contained in the underwriter's application on
Form BD as filed on 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 Part A and B of
this Post-Effective Amendment and as 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 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 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 30th day
of June 2000.
UNITED MUNICIPAL HIGH INCOME 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 30, 2000
---------------------- ----------------
Keith A. Tucker
/s/Robert L. Hechler* President, Principal June 30, 2000
---------------------- Financial Officer and ----------------
Robert L. Hechler Director
/s/Henry J. Herrmann* Vice President and June 30, 2000
---------------------- Director ----------------
Henry J. Herrmann
/s/Theodore W. Howard* Vice President, Treasurer June 30, 2000
---------------------- and Principal Accounting ----------------
Theodore W. Howard Officer
/s/James M. Concannon* Director June 30, 2000
------------------ ----------------
James M. Concannon
<PAGE>
/s/John A. Dillingham* Director June 30, 2000
------------------ ----------------
John A. Dillingham
/s/David P. Gardner* Director June 30, 2000
------------------ ----------------
David P. Gardner
/s/Linda K. Graves* Director June 30, 2000
------------------ ----------------
Linda K. Graves
/s/Joseph Harroz, Jr.* Director June 30, 2000
------------------ ----------------
Joseph Harroz, Jr.
/s/John F. Hayes* Director June 30, 2000
------------------- ----------------
John F. Hayes
/s/Glendon E. Johnson* Director June 30, 2000
------------------- ----------------
Glendon E. Johnson
/s/William T. Morgan* Director June 30, 2000
------------------- ----------------
William T. Morgan
/s/Ronald C. Reimer* Director June 30, 2000
------------------ ----------------
Ronald C. Reimer
/s/Frank J. Ross, Jr.* Director June 30, 2000
------------------ ----------------
Frank J. Ross, Jr.
/s/Eleanor B Schwartz* Director June 30, 2000
------------------- ----------------
Eleanor B. Schwartz
/s/Frederick Vogel III* Director June 30, 2000
------------------- ----------------
Frederick Vogel III
<PAGE>
*By /s/Kristen A. Richards
--------------------------
Kristen A. Richards
Attorney-in-Fact
ATTEST:/s/Daniel C. Schulte
---------------------------
Daniel C. Schulte
Assistant Secretary
