WADDELL & REED FUNDS INC, 497, 1999-09-24

WADDELL & REED FUNDS INC
497, 1999-09-24

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Waddell & Reed Funds, Inc.

Asset Strategy Fund

Growth Fund

High Income Fund

International Growth Fund

Limited-Term Bond Fund

Municipal Bond Fund

Science and Technology Fund

Total Return Fund

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

Prospectus
September 20, 1999
<PAGE>

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

<TABLE>
<S> <C>
AN OVERVIEW OF THE FUNDS 4
--------------------------------------------------------
ASSET STRATEGY FUND 4
--------------------------------------------------------
GROWTH FUND 11
--------------------------------------------------------
HIGH INCOME FUND 17
--------------------------------------------------------
INTERNATIONAL GROWTH FUND 23
--------------------------------------------------------
LIMITED-TERM BOND FUND 29
--------------------------------------------------------
MUNICIPAL BOND FUND 35
--------------------------------------------------------
SCIENCE AND TECHNOLOGY FUND 41
--------------------------------------------------------
TOTAL RETURN FUND 47
--------------------------------------------------------
THE INVESTMENT PRINCIPLES OF THE FUNDS 53
--------------------------------------------------------
Investment Goals, Principal Strategies
and Other Investments 53
-----------------------------------------------------
All Funds 65
-----------------------------------------------------
Risk Considerations of Principal
Strategies and Other Investments 65
-----------------------------------------------------
Year 2000 and Euro Issues 66
-----------------------------------------------------
YOUR ACCOUNT 68
--------------------------------------------------------
Choosing a Share Class 68
-----------------------------------------------------
Ways to Set Up Your Account 72
-----------------------------------------------------
Buying Shares 73
-----------------------------------------------------
Minimum Investments 76
-----------------------------------------------------
Adding to Your Account 76
-----------------------------------------------------
Selling Shares 77
-----------------------------------------------------
Telephone Transactions 80
-----------------------------------------------------
Shareholder Services 80
-----------------------------------------------------
Personal Service 80
--------------------------------------------------
Reports 81
--------------------------------------------------
Exchanges 81
--------------------------------------------------
Automatic Transactions 81
--------------------------------------------------
</TABLE>
<PAGE>

<TABLE>
<S> <C>
Distributions and Taxes 82
-----------------------------------------------------
Distributions 82
--------------------------------------------------
Taxes 83
--------------------------------------------------
THE MANAGEMENT OF THE FUNDS 86
--------------------------------------------------------
Portfolio Management 86
-----------------------------------------------------
Management Fee 88
-----------------------------------------------------
FINANCIAL HIGHLIGHTS 91
--------------------------------------------------------
</TABLE>
<PAGE>

An
Overview
of the
Funds
- --------
Asset
Strategy
Fund

[leaf graphic]

Goal

Asset Strategy Fund seeks high total return over the long term.

Principal Strategies

Asset Strategy Fund seeks to achieve its goal by allocating its assets among
stocks, bonds and short-term instruments.

o The stock class includes equity securities of all types, although Waddell &
Reed Investment Management company ("WRIMCO"), the Fund's investment manager,
typically emphasizes a blend of value and growth potential in selecting
stocks. Value stocks are those that WRIMCO believes are currently selling
below their true worth. Growth stocks are those whose earnings WRIMCO believes
are likely to grow faster than the economy. The Fund may invest in securities
of companies of any size.

o The bond class includes all varieties of fixed-income instruments, such as
corporate or U.S. Government debt securities, with maturities of more than
three years. This asset class may include a significant amount of junk bonds,
up to 35% of the Fund's total assets, which are bonds rated BB and below by
Standard & Poor's ("S&P") and Ba and below by Moody's Investors Service, Inc.
("MIS") or unrated bonds deemed by WRIMCO to be of comparable quality.

o The short-term class includes all types of short-term instruments with
remaining maturities of three years or less, including high-quality money
market instruments.

o Within each of these classes, the Fund may invest in both domestic and foreign
securities.

The Fund selects a mix which represents the way the Fund's investments will
generally be allocated over the long term as indicated in the box below. This
mix will vary over shorter time periods as WRIMCO changes the Fund's holdings
based on WRIMCO's current outlook for the different markets. These changes may
be based on such factors as interest rate changes, security valuation levels
and a rise in the potential for growth stocks.

4
<PAGE>

<TABLE>
<CAPTION>
Mix
<S> <C>
Stocks 70%
can range from
0-100%
Bonds 25%
can range from
0-100%
Short-term 5%
can range from
0-100%
</TABLE>

Principal Risks of Investing in the Fund

Because Asset Strategy Fund owns different types of investments, a variety of
factors can affect its investment performance, such as:

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

o prepayment of higher-yielding bonds held by the Fund;

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

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

o the skill of WRIMCO in allocating the Fund's assets among different types of
investments.

Market risk for small or medium sized companies may be greater than that for
large companies. Smaller companies are more likely to have limited financial
resources and inexperienced management. Additionally, stock of smaller companies
may experience volatile trading and price fluctuations. Investments by the Fund
in junk bonds 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 a significant portion of its assets in foreign
securities; the Fund, however, intends to maintain a limited exposure to foreign
holdings. Foreign securities present additional risks such as currency
fluctuations and political or economic conditions affecting the foreign
countries.

As with any mutual fund, the value of the Fund's shares will change and you
could lose money on your investment. An

5
<PAGE>

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

Asset allocation funds are designed for investors who want to diversify among
stocks, bonds and short-term instruments, in one fund. If you are looking for
an investment that uses this technique in pursuit of high total return, this
Fund may be appropriate for you.

6
<PAGE>

Performance
- -----------
Asset
Strategy
Fund

[leaf graphic]

The bar chart and performance table below provide some indication of the risks
of investing in Asset Strategy 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.

o The bar chart presents the average annual total returns for Class B and shows
how performance has varied from year to year.

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

o The performance table shows Class B and Class Y average annual total returns
and compares them to the market indicators listed. No performance information
is provided for Class C shares since this class does not have annual returns
for a full calendar year.

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

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

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

'96 -- 3.92%
'97 -- 10.84%
'98 -- 8.64%
[end bar chart]

In the period shown in the chart, the highest quarterly return was 11.10% (the
second quarter of 1997) and the lowest quarterly return was -4.97% (the first
quarter of 1997). The Class B return for the year through June 30, 1999 was
5.56%.

7
<PAGE>

AVERAGE ANNUAL TOTAL RETURNS
as of December 31, 1998 (%)

<TABLE>
<CAPTION>
- -------------------------------------------------------------------
1 Year Life of Class
- -------------------------------------------------------------------
Class B* Class Y**
<S> <C> <C> <C>
Class B Shares of Asset
Strategy Fund 5.64% 6.99%

S&P 500 Index 28.70% 29.35% 28.30%

Salomon Brothers Broad
Investment Grade Debt
Index 8.71% 9.06% 7.29%

Salomon Brothers
Short-Term Index for
1 Month Certificates
of Deposit 5.67% 5.70% 5.62%

Lipper All Flexible
Portfolio Funds
Universe Average 14.22% 17.36% 15.52%

Class Y Shares of Asset
Strategy Fund 9.57% 8.66%

S&P 500 Index 28.70% 29.35% 28.30%

Salomon Brothers Broad
Investment Grade Debt
Index 8.71% 9.06% 7.29%

Salomon Brothers
Short-Term Index for
1 Month Certificates
of Deposit 5.67% 5.70% 5.62%

Lipper All Flexible
Portfolio Funds
Universe Average 14.22% 17.36% 15.52%
</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 goal of the Fund.

*The Fund commenced operations on April 20, 1995, with a single class of
shares that was subsequently designated Class B. Because the Fund commenced
operations on a date other than at the end of a month, and partial month
calculations of the performance of all the indexes are not available, the
index performance is from April 30, 1995.

**Since December 29, 1995, the date on which Class Y commenced operations.
Because the Class commenced operations on a date other than at the end of a
month, and partial month calculations of the performance of all the indexes
are not available, the index performance is from December 31, 1995.

8
<PAGE>

Fees and
Expenses
- --------
Asset
Strategy
Fund

[leaf graphic]

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

<TABLE>
<CAPTION>
Shareholder Fees
(fees paid directly from Class B Class C Class Y
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) 3% 1% None

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

Management Fees 0.70% 0.70% 0.70%

Distribution and
Service (12b-1) Fees(3) 1.00% 1.00% 0.25%

Other Expenses 0.51% 0.40% 0.39%

Total Annual Fund
Operating Expenses 2.21% 2.10% 1.34%
</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
1% annually from 3% during the first calendar year to 0% after 4 years.
Please note that the CDSC is not based on the length of time that shares
are held. Instead, the CDSC is based on the calendar year of purchase and
the calendar year of redemption. For Class C shares, a 1% CDSC applies to
the lesser of amount invested or redemption value of Class C shares
redeemed within twelve months.

(2) Management Fees and Total Annual Fund Operating Expenses have been restated
to reflect the change in management fees effective June 30, 1999;
otherwise, expense ratios are based on other Fund-level expenses for the
fiscal year ended March 31, 1999, and for Class C, the expenses
attributable to the class that are anticipated for the current year. Actual
expenses may be greater or less than those shown.

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

9
<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 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>
If shares are redeemed
at end of period: 1 year 3 years 5 years 10 years
<S> <C> <C> <C> <C>
Class B Shares $524 $791 $1,185 $2,544

Class C Shares $313 $658 $1,129 $2,431

Class Y Shares $136 $425 $734 $1,613

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

Class B Shares $224 $691 $1,185 $2,544

Class C Shares $213 $658 $1,129 $2,431

Class Y Shares $136 $425 $734 $1,613
</TABLE>

10
<PAGE>

An
Overview
of the
Funds
- --------
Growth
Fund

[globe graphic]

Goal

Growth Fund seeks capital appreciation.

Principal Strategies

Growth Fund seeks to achieve its goal by investing primarily in common stocks
of U.S. companies. The Fund typically invests in companies that offer, in the
opinion of WRIMCO, above average growth potential, including relatively new or
unseasoned companies. The Fund seeks companies with a demonstrated ability to
increase earnings. The Fund may invest in companies of any size.

In selecting companies, WRIMCO may look at a number of factors relating to a
company, such as:

o aggressive or creative management;

o technological or specialized expertise;

o new or unique products or services;

o entry into new or emerging industries; and

o special situations arising out of government priorities or programs.

In general, in determining whether to sell a security, WRIMCO may use the same
type of analysis that it uses in buying securities in order to determine
whether the security continues to offer significant growth potential. If the
security does not, WRIMCO is likely to sell it. 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 Growth Fund owns different types of investments, a variety of factors
can affect its investment performance, such as:

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

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

11
<PAGE>

o the mix of securities in the Fund, particularly the relative weightings in,
and exposure to, different sectors and industries; and

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

Market risk for small and medium sized companies may be greater than that for
large companies. Stock of smaller companies, as well as stock of companies with
high-growth expectations reflected in their stock price, may experience
volatile trading and price fluctuations.

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

Growth Fund is designed for investors seeking long-term capital appreciation
and willing to accept greater risks than are present with many other mutual
funds. It is not intended for investors who desire assured income and
conservation of capital. You should consider whether the Fund fits your
particular investment objectives.

12
<PAGE>

Performance
- -----------
Growth
Fund

[globe graphic]

The bar chart and performance table below provide some indication of the risks
of investing in Growth 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.

o The bar chart presents the average annual total returns for Class B and shows
how performance has varied from year to year.

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

'93 -- 24.20%
'94 -- 12.75%
'95 -- 32.14%
'96 -- 2.30%
'97 -- 21.12%
'98 -- 44.57%
[end bar chart]

In the period shown in the chart, the highest quarterly return was 28.82% (the
fourth quarter of 1998) and the lowest quarterly return was -13.74% (the third
quarter of 1998). The Class B return for the year through June 30, 1999 was
11.86%.

13
<PAGE>

AVERAGE ANNUAL TOTAL RETURNS
as of December 31, 1998 (%)

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
Life of Class
- -------------------------------------------------------------------------------------
1 Year 5 Years Class B* Class Y**
<S> <C> <C> <C> <C>
Class B Shares of
Growth Fund 41.57% 21.69% 24.30%

Nasdaq Industrials Index 6.62% 10.11% 12.61% 10.58%

Lipper Small Company
Growth Fund Universe
Average -0.29% 12.92% 15.78% 12.73%

Class Y Shares of
Growth Fund 45.88% 22.72%

Nasdaq Industrials Index 6.62% 10.11% 12.61% 10.58%

Lipper Small Company
Growth Fund Universe
Average -0.29% 12.92% 15.78% 12.73%
</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.

*The Fund commenced operations on September 21, 1992, with a single class of
shares that was subsequently designated Class B. Because the Fund commenced
operations on a date other than at the end of a month, and partial month
calculations of the performance of all the indexes are not available, the
index performance is from September 30, 1992.

14
<PAGE>

Fees and
Expenses
- --------
Growth
Fund

[globe graphic]

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

<TABLE>
<CAPTION>
Shareholder Fees
(fees paid directly from Class B Class C Class Y
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)(4)
(as a percentage of
lesser of amount
invested or
redemption value) 3% 1% None

Annual Fund Operating Expenses(5)
(expenses that are deducted from Fund assets)

Management Fees 0.85% 0.85% 0.85%

Distribution and
Service (12b-1) Fees(6) 1.00% 1.00% 0.25%

Other Expenses 0.29% 0.22% 0.12%

Total Annual Fund
Operating Expenses 2.14% 2.07% 1.22%
</TABLE>

(4)The CDSC which is imposed on the lesser of amount invested or redemption
value of Class B shares, declines 1% annually from 3% during the first
calendar year to 0% after 4 years. Please note that the CDSC is not based on
the length of time that shares are held. Instead, the CDSC is based on the
calendar year of purchase and the calendar year of redemption. For Class C
shares, a 1% CDSC applies to the lesser of amount invested or redemption
value of Class C shares redeemed within twelve months.

(5)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 March 31, 1999, and for Class C, the expenses attributable to the class
that are anticipated for the current year. Actual expenses may be greater or
less than those shown.

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

15
<PAGE>

Example

<TABLE>
<CAPTION>
If shares are redeemed
at end of period: 1 year 3 years 5 years 10 years
<S> <C> <C> <C> <C>
Class B Shares $517 $770 $1,149 $2,472

Class C Shares $310 $649 $1,114 $2,400

Class Y Shares $124 $387 $670 $1,477

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

Class B Shares $217 $670 $1,149 $2,472

Class C Shares $210 $649 $1,114 $2,400

Class Y Shares $124 $387 $670 $1,477
</TABLE>

16
<PAGE>

An
Overview
of the
Funds
- --------
High
Income
Fund

[column graphic]

Goals

High Income Fund seeks, as a primary goal, high current income. As a secondary
goal, the Fund seeks capital growth when consistent with its primary goal.

Principal Strategies

High Income Fund seeks to achieve its goals by investing primarily in
high-yield, high-risk, fixed-income securities of U.S. issuers, the risks of
which are, in the judgment of WRIMCO, consistent with the Fund's goals. The
Fund may invest in companies of any size. The Fund invests primarily in lower
quality bonds, commonly called "junk bonds," which are bonds rated BB and below
by S&P and Ba and below by MIS. The Fund may invest an unlimited amount of its
total assets in junk bonds. As well, the Fund may invest in bonds of any
maturity.

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

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

o financial strength;

o cash flow;

o management;

o borrowing requirements; and

o responsiveness to changes in interest rates and business conditions.

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

17
<PAGE>

Principal Risks of Investing in the Fund

Because High Income Fund owns different types of investments, a variety of
factors can affect its investment performance, such as:

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

o the susceptibility of junk bonds to the risk of non-payment or default and
that they may have more volatile prices than, and may not be as liquid as,
higher-rated bonds;

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

o changes in the maturities of bonds owned by the Fund;

o 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

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

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

Who May Want to Invest

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

18
<PAGE>

Performance
- -----------
High
Income
Fund

[column graphic]

The bar chart and performance table below provide some indication of the risks
of investing in High Income Fund by showing the Fund's performance 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.

o The bar chart presents the average annual total return for Class B.

o The performance table shows the average annual total returns of Class B and
compares them to the market indicators listed. No performance information is
provided for Class C and Class Y shares since Class C had not commenced
operations, and Class Y does not have annual returns for a full calendar year.

[bar chart]
CHART OF RETURNS
as of December 31 (%)

'98 -- 3.64%
[end bar chart]

In the period shown in the chart, the highest quarterly return was 6.82% (the
first quarter of 1998) and the lowest quarterly return was -6.62% (the third
quarter of 1998). The Class B return for the year through June 30, 1999 was
- -0.74%.

19
<PAGE>

AVERAGE ANNUAL TOTAL RETURNS
as of December 31, 1998 (%)

<TABLE>
<CAPTION>
1 Year Life of Fund*
<S> <C> <C>
Class B Shares of Hig h
Income Fund 0.72% 3.81%

Salomon Brothers High
Yield Composite Index 4.04% 6.44%

Lipper High Current
Yield Fund Universe
Average -0.41% 2.32%
</TABLE>

The index shown is a broad-based, securities market index that is unmanaged.
The Lipper average is a composite of mutual funds with goals similar to the
goals of the Fund.

*The Fund, offering Class B and Class Y shares, commenced operations on
July 31, 1997.

20
<PAGE>

Fees and
Expenses
- --------
High
Income
Fund

[column graphic]

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

<TABLE>
<CAPTION>
Shareholder Fees
(fees paid directly from Class B Class C Class Y
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)(7)
(as a percentage of
lesser of amount
invested or redemption
value) 3% 1% None

Annual Fund Operating Expenses(8)
(expenses that are deducted from Fund assets)

Management Fees 0.63% 0.63% 0.63%

Distribution and
Service (12b-1) Fees(9) 1.00% 1.00% 0.25%

Other Expenses 0.54% 0.45% 0.50%

Total Annual Fund
Operating Expenses 2.17% 2.08% 1.38%
</TABLE>

(7) The CDSC, which is imposed on the lesser of amount invested or redemption
value of Class B shares, declines 1% annually from 3% during the first
calendar year to 0% after 4 years. Please note that the CDSC is not based
on the length of time that shares are held. Instead, the CDSC is based on
the calendar year of purchase and the calendar year of redemption. For
Class C shares, a 1% CDSC applies to the lesser of amount invested or
redemption value of Class C shares redeemed within twelve months.

(8) 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 March 31, 1999, and for Class C, the expenses
attributable to the class that are anticipated for the current year. Actual
expenses may be greater or less than those shown.

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

21
<PAGE>

Example

<TABLE>
<CAPTION>
If shares are redeemed
at end of period: 1 year 3 years 5 years 10 years
<S> <C> <C> <C> <C>
Class B Shares $520 $778 $1,162 $2,498

Class C Shares $311 $650 $1,116 $2,405

Class Y Shares $140 $436 $753 $1,652

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

Class B Shares $220 $678 $1,162 $2,498

Class C Shares $211 $650 $1,116 $2,405

Class Y Shares $140 $436 $753 $1,652
</TABLE>

22
<PAGE>

An
Overview
of the
Funds
- -------------
International
Growth
Fund

[globe graphic]

Goals

International Growth Fund seeks, as a primary goal, long-term appreciation of
capital. As a secondary goal, the Fund seeks current income.

Principal Strategies

International Growth Fund seeks to achieve its goals by investing primarily in
common stocks of foreign companies that WRIMCO believes have the potential for
long-term growth represented by economic expansion within a country or region
and the privatization and/or restructuring of particular industries. The Fund
emphasizes growth stocks which are securities of companies whose earnings
WRIMCO believes are likely to grow faster than the economy. The Fund primarily
invests in issuers of developed countries, and the Fund may invest in companies
of any size.

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

o growth potential;

o earnings potential;

o management;

o industry position; and

o applicable economic and market conditions.

In general, in determining whether to sell a stock, WRIMCO will use the same
type of analysis that it uses in buying stocks in order to determine whether
the security no longer offers significant growth potential. 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 International Growth Fund owns different types of investments, a
variety of factors can affect its investment performance, such as:

o changes in foreign exchange rates, which may affect the value of the
securities the Fund holds;

o adverse stock and bond market conditions, sometimes in response to general
economic or industry news,

23
<PAGE>

that may cause the prices of the Fund's holdings to fall as part of a broad
market decline;

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

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

Investing in foreign securities presents additional risks, such as currency
fluctuations and political or economic conditions affecting the foreign
country. Accounting and disclosure standards also differ from country to
country, which makes obtaining reliable research information more difficult.
There is the possibility that, under unusual international monetary or
political conditions, the Fund's assets might be more volatile than would be
the case with other investments.

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

Who May Want to Invest

International Growth Fund is designed for investors seeking long-term
appreciation of capital by investing primarily in securities issued by foreign
companies. You should consider whether the Fund fits your investment
objectives.

24
<PAGE>

Performance
- -------------
International
Growth
Fund

[globe graphic]

The bar chart and performance table below provide some indication of the risks
of investing in International Growth 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.

o The bar chart presents the average annual total returns for Class B and shows
how performance has varied from year to year.

[bar chart]

CHART OF YEAR-BY-YEAR RETURNS
as of December 31 each year (%)

'93 -- 3.62%
'94 -- 0.12%
'95 -- 8.34%
'96 -- 19.11%
'97 -- 16.89%
'98 -- 31.72%
[end bar chart]

In the period shown in the chart, the highest quarterly return was 23.89% (the
first quarter of 1998) and the lowest quarterly return was -18.21% (the third
quarter of 1998). The Class B return for the year through June 30, 1999 was
6.66%.

25
<PAGE>

AVERAGE ANNUAL TOTAL RETURNS
as of December 31, 1998 (%)

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Life of Class
- --------------------------------------------------------------------------------
1 Year 5 Years Class B* Class Y**
<S> <C> <C> <C> <C>
Class B Shares
of International
Growth Fund 28.72% 14.74% 11.56%

Morgan Stanley Capital
International E.A.FE.
Index 20.00% 9.19% 8.81% 9.00%

Lipper International
Fund Universe Average 13.03% 7.80% 9.99% 9.93%

Class Y Shares
of International
Growth Fund 32.94% 23.45%

Morgan Stanley Capital
International E.A.FE.
Index 20.00% 9.19% 8.81% 9.00%

Lipper International
Fund Universe Average 13.03% 7.80% 9.99% 9.93%
</TABLE>

The index shown is a broad-based, securities market index that is unmanaged.
The Lipper average is a composite of mutual funds with goals similar to the
goals of the Fund.

*The Fund commenced operations on September 21, 1992 with a single class of
shares that was subsequently designated Class B. Because the Fund commenced
operations on a date other than at the end of a month, and partial month
calculations of the performance of all the indexes are not available, the
index performance is from September 30, 1992.

26
<PAGE>

Fees and
Expenses
- -------------
International
Growth
Fund

[globe graphic]

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

<TABLE>
<CAPTION>
Shareholder Fees
(fees paid directly from Class B Class C Class Y
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)(10)
(as a percentage of
lesser of amount
invested or redemption
value) 3% 1% None

Annual Fund Operating Expenses(11)
(expenses that are deducted from Fund assets)

Management Fees 0.85% 0.85% 0.85%

Distribution and
Service (12b-1) Fees(12) 1.00% 1.00% 0.25%

Other Expenses 0.54% 0.34% 0.38%

Total Annual Fund
Operating Expenses 2.39% 2.19% 1.48%
</TABLE>

(10)The CDSC, which is imposed on the lesser of amount invested or redemption
value of Class B shares, declines 1% annually from 3% during the first
calendar year to 0% after 4 years. Please note that the CDSC is not based on
the length of time that shares are held. Instead, the CDSC is based on the
calendar year of purchase and the calendar year of redemption. For Class C
shares, a 1% CDSC applies to the lesser of amount invested or redemption
value of Class C shares redeemed within twelve months.

(11)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 March 31, 1999, and for Class C, the expenses attributable to the
class that are anticipated for the current year. Actual expenses may be
greater or less than those shown.

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

27
<PAGE>

Example

<TABLE>
<CAPTION>
If shares are redeemed
at end of period: 1 year 3 years 5 years 10 years
<S> <C> <C> <C> <C>
Class B Shares $542 $845 $1,275 $2,726

Class C Shares $322 $685 $1,175 $2,524

Class Y Shares $151 $468 $808 $1,768

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

Class B Shares $242 $745 $1,275 $2,726

Class C Shares $222 $685 $1,175 $2,524

Class Y Shares $151 $468 $808 $1,768
</TABLE>

28
<PAGE>

An
Overview
of the
Funds
- ------------
Limited-Term
Bond Fund

[column graphic]

Goal

Limited-Term Bond Fund seeks to provide a high level of current income
consistent with preservation of capital.

Principal Strategies

Limited-Term Bond Fund seeks to achieve its goal by investing primarily in
investment-grade debt securities of U.S. issuers, including corporate bonds,
mortgage-backed securities and U.S. Government securities. The Fund maintains a
dollar-weighted average maturity of not less than two years and not more than
five years. The Fund may invest in companies of any size.

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

o the security's current coupon;

o the maturity of the security;

o the relative value of the security;

o the creditworthiness of the particular issuer (if not backed by the full
faith and credit of the U.S. Treasury); and

o the structure of the security, such as whether it has a put or a call
feature.

In general, in determining whether to sell a security, WRIMCO will use the same
type of analysis that it uses in buying securities. 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 Limited-Term Bond Fund primarily owns different types of debt
securities, a variety of factors can affect its investment performance, such
as:

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

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

o prepayment of higher-yielding bonds and mortgage-backed securities held by the
Fund;

o adverse bond and stock market conditions, sometimes in response to general
economic or industry news,

29
<PAGE>

that may cause the prices of the Fund's holdings to fall as part of a broad
market decline; and

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

Who May Want to Invest

Limited-Term Bond Fund is designed for investors seeking a high level of
current income consistent with preservation of capital. You should consider
whether the Fund fits your investment objectives.

30
<PAGE>

Performance
- ------------
Limited-Term
Bond Fund

[column graphic]

The bar chart and performance table below provide some indication of the risks
of investing in Limited-Term Bond 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.

o The bar chart presents the average annual total returns for Class B and shows
how performance has varied from year to year.

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

'93 -- 7.32%
'94 -- -3.04%
'95 -- 12.39%
'96 -- 3.04%
'97 -- 5.64%
'98 -- 5.36%
[end bar chart]

In the period shown in the chart, the highest quarterly return was 4.52% (the
second quarter of 1995) and the lowest quarterly return was -1.99% (the first
quarter of 1994). The Class B return for the year through June 30, 1999 was
0.00%.

31
<PAGE>

AVERAGE ANNUAL TOTAL RETURNS
as of December 31, 1998 (%)

Salomon Brothers 1-5 Years
Treasury/Government
Sponsored/Corporate
Index 7.65% 6.24% 6.09% 6.48%

Lipper
Short-Intermediate
Investment Grade Debt
Fund Universe Average 6.63% 5.57% 5.65% 5.78%

Class Y Shares of
Limited-Term
Bond Fund 6.25% 5.51%

Salomon Brothers 1-5 Years
Treasury/Government
Sponsored/Corporate
Index 7.65% 6.24% 6.09% 6.48%

Lipper
Short-Intermediate
Investment Grade Debt
Fund Universe Average 6.63% 5.57% 5.65% 5.78%
</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.

32
<PAGE>

Fees and
Expenses
- ------------
Limited-Term
Bond Fund

[column graphic]

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

<TABLE>
<CAPTION>
Shareholder Fees
(fees paid directly from Class B Class C Class Y
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)(13)
(as a percentage of
lesser of amount
invested or redemption
value) 3% 1% None

Annual Fund Operating Expenses(14)
(expenses that are deducted from Fund assets)

Management Fees 0.50% 0.50% 0.50%

Distribution and
Service (12b-1) Fees(15) 1.00% 1.00% 0.25%

Other Expenses 0.55% 0.43% 0.39%

Total Annual Fund
Operating Expenses 2.05% 1.93% 1.14%
</TABLE>

(13)The CDSC, which is imposed on the lesser of amount invested or redemption
value of Class B shares, declines 1% annually from 3% during the first
calendar year to 0% after 4 years. Please note that the CDSC is not based on
the length of time that shares are held. Instead, the CDSC is based on the
calendar year of purchase and the calendar year of redemption. For Class C
shares, a 1% CDSC applies to the lesser of amount invested or redemption
value of Class C shares redeemed within twelve months.

(14)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 March 31, 1999, and for Class C, the expenses attributable to the
class that are anticipated for the current year. Actual expenses may be
greater or less than those shown.

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

33
<PAGE>

Example

<TABLE>
<CAPTION>
If shares are redeemed
at end of period: 1 year 3 years 5 years 10 years
<S> <C> <C> <C> <C>
Class B Shares $508 $743 $1,103 $2,379

Class C Shares $296 $606 $1,042 $2,254

Class Y Shares $116 $362 $628 $1,386

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

Class B Shares $208 $643 $1,103 $2,379

Class C Shares $196 $606 $1,042 $2,254

Class Y Shares $116 $362 $628 $1,386
</TABLE>

34
<PAGE>

An
Overview
of the
Funds
- ---------
Municipal
Bond Fund

[column graphic]

Goal

Municipal Bond Fund seeks to provide income 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 (rated BBB or higher by
S&P or Baa or higher by MIS). 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 alternative minimum
tax ("AMT").

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

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

o revenue bonds, which are payable only from specific sources, such as the
revenue from a particular facility or a special tax. Revenue bonds include
industrial development bonds ("IDBs"), which finance privately operated
facilities.

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

o the security's current coupon;

o the maturity of the security;

o the relative value of the security;

o the creditworthiness of the particular issuer (if not backed by the full faith
and credit of the U.S. Treasury); and

o the structure of the security, such as whether it has a put or a call feature.

In general, in determining whether to sell a security, WRIMCO will use 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.

35
<PAGE>

Principal Risks of Investing in the Fund

Because Municipal Bond Fund primarily owns fixed income securities issued by
municipal authorities, a variety of factors can affect its investment
performance, such as:

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

o prepayment of higher-yielding bonds held by the Fund ("call risk");

o changes in the maturities of bonds owned by the Fund;

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

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

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

o 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;

o legislation affecting the tax status of municipal bond interest; and

o the skill of WRIMCO 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 for Federal income tax purposes; this would have the
effect of reducing the Fund's return to any such investor.

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 highly diversified, actively
managed portfolio. You should consider whether the Fund fits your particular
investment objectives.

36
<PAGE>

Performance
- -----------
Municipal
Bond Fund

[column graphic]

The bar chart and performance table below provide some indication of the risks
of investing in Municipal Bond 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.

o The bar chart presents the average annual total returns for Class B and shows
how performance has varied from year to year.

o The performance table shows Class B average annual total returns and compares
them to the market indicators listed. No performance information is provided
for Class C or Class Y shares since each class does not have annual returns
for a full calendar year.

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

'93 -- 13.73%
'94 -- -8.33%
'95 -- 19.14%
'96 -- 3.53%
'97 -- 9.17%
'98 -- 5.12%
[end bar chart]

In the period shown in the chart, the highest quarterly return was 8.36% (the
first quarter of 1995) and the lowest quarterly return was -7.14% (the first
quarter of 1994). The Class B return for the year through June 30, 1999 was
- -1.94%.

37
<PAGE>

AVERAGE ANNUAL TOTAL RETURNS
as of December 31, 1998 (%)

<TABLE>
<CAPTION>
1 Year 5 Years Life of Fund*
<S> <C> <C> <C>
Class B Shares of
Municipal Bond Fund 2.12% 5.23% 6.71%

Lehman Brothers
Municipal Debt Index 6.48% 6.23% 7.22%

Lipper General
Municipal Bond Debt
Fund Universe Average 5.32% 5.44% 6.69%
</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.

38
<PAGE>

Fees and
Expenses
- ---------
Municipal
Bond Fund

[column graphic]

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

<TABLE>
<CAPTION>
Shareholder Fees
(fees paid directly from Class B Class C Class Y
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)(16)
(as a percentage of
lesser of amount
invested or redemption
value) 3% 1% None

Annual Fund Operating Expenses(17)
(expenses that are deducted from Fund assets)

Management Fees 0.53% 0.53% .53%

Distribution and
Service (12b-1) Fees(18) 1.00% 1.00% .25%

Other Expenses 0.32% 0.32% .32%

Total Annual Fund
Operating Expenses 1.85% 1.85% .10%
</TABLE>

(16)The CDSC, which is imposed on the lesser of amount invested or redemption
value of Class B shares, declines 1% annually from 3% during the first
calendar year to 0% after 4 years. Please note that the CDSC is not based on
the length of time that shares are held. Instead, the CDSC is based on the
calendar year of purchase and the calendar year of redemption. For Class C
shares, a 1% CDSC applies to the lesser of amount invested or redemption
value of Class C shares redeemed within twelve months.

(17)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 March 31, 1999, and for Class C, the expenses attributable to the
class that are anticipated for the current year. Actual expenses may be
greater or less than those shown.

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

39
<PAGE>

Example

<TABLE>
<CAPTION>
If shares are redeemed
at end of period: 1 year 3 years 5 years 10 years
<S> <C> <C> <C> <C>
Class B Shares $487 $680 $998 $2,164

Class C Shares $287 $580 $998 $2,164

Class Y Shares $112 $348 $604 $1,334

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

Class B Shares $187 $580 $998 $2,164

Class C Shares $187 $580 $998 $2,164

Class Y Shares $112 $348 $604 $1,334
</TABLE>

40
<PAGE>

An
Overview
of the
Funds
- ---------------
Science and
Technology Fund

[globe graphic]

Goal

Science and Technology Fund seeks long-term capital growth.

Principal Strategies

Science and Technology Fund seeks to achieve its goal by concentrating its
investments primarily in science and technology equity securities of U.S.
companies, typically in common stock. Science and technology securities are
securities of companies whose products, processes or services, in WRIMCO's
opinion, are being or are expected to be significantly benefited by the use or
commercial application of scientific or technological developments or
discoveries. The Fund may invest in companies of any size. The Fund emphasizes
growth potential in selecting stocks; that is, WRIMCO seeks companies in which
earnings are likely to grow faster than the economy.

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

o growth potential;

o earnings potential;

o management;

o industry position; and

o applicable economic and market conditions.

In general, in determining whether to sell a stock, WRIMCO will use the same
type of analysis that is used in buying stocks in order to determine whether
the stock continues to offer growth potential. If it does not, WRIMCO may wish
to sell it. 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 Science and Technology Fund owns different types of investments, a
variety of factors can affect its investment performance, such as:

o the mix of securities in the Fund's portfolio, particularly the relative
weightings in, and exposure to, different sectors of the science and
technology industries;

41
<PAGE>

o rapid obsolescence of products or processes of companies in which the Fund
invests;

o government regulation in the science and technology industry;

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

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

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

Market risk for small to medium sized companies may be greater than that for
large companies. Smaller companies are more likely to have limited financial
resources and inexperienced management. As well, stock of smaller companies may
experience volatile trading and price fluctuations.

Who May Want to Invest

Science and Technology Fund is designed for investors who seek long-term
capital growth by investing in an actively managed Fund concentrating in
science and technology securities. This Fund is not suitable for all investors.
You should consider whether the Fund fits your investment objectives.

42
<PAGE>

Performance
- ---------------
Science and
Technology Fund

[globe graphic]

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

o The bar chart presents the average annual total return for Class B.

o The performance table shows the Class B average annual total returns and
compares them to the market indicators listed. No performance information is
provided for Class C or Class Y shares since Class C and Class Y do not have
annual returns for a full calendar year.

CHART OF RETURNS
as of December 31 (%)

'98 -- 44.03%

In the period shown in the chart, the highest quarterly return was 28.22% (the
fourth quarter of 1998) and the lowest quarterly return was -12.63% (the third
quarter of 1998). The Class B return for the year through June 30, 1999 was
36.41%.

43
<PAGE>

AVERAGE ANNUAL TOTAL RETURNS
as of December 31, 1998 (%)

<TABLE>
<CAPTION>
1 Year Life of Fund*
<S> <C> <C>
Class B Shares
of Science and
Technology Fund 41.03% 29.42%

S&P 400 Index 33.85% 23.65%

Lipper Science and
Technology Fund
Universe Average 53.01% 26.48%
</TABLE>

The index shown is a broad-based, securities market index that is unmanaged.
The Lipper average is a composite of mutual funds with goals similar to the
goal of the Fund.

*The Fund commenced operations on July 31, 1997.

44
<PAGE>

Fees and
Expenses
- ---------------
Science and
Technology Fund

[globe graphic]

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

<TABLE>
<CAPTION>
Shareholder Fees
(fees paid directly from Class B Class C Class Y
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)(19)
(as a percentage of
lesser of amount
invested or redemption
value) 3% 1% None

Annual Fund Operating Expenses(20)
(expenses that are deducted from Fund assets)

Management Fees 0.85% 0.85% 0.85%

Distribution and
Service (12b-1) Fees(21) 1.00% 1.00% 0.25%

Other Expenses 0.87% 0.53% 0.48%

Total Annual Fund
Operating Expenses 2.72% 2.38% 1.58%
</TABLE>

(19)The CDSC, which is imposed on the lesser of amount invested or redemption
value of Class B shares, declines 1% annually from 3% during the first
calendar year to 0% after 4 years. Please note that the CDSC is not based on
the length of time that shares are held. Instead, the CDSC is based on the
calendar year of purchase and the calendar year of redemption. For Class C
shares, a 1% CDSC applies to the lesser of amount invested or redemption
value of Class C shares redeemed within twelve months.

(20)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 March 31, 1999, and for Class C, the expenses attributable to the
class that are anticipated for the current year. Actual expenses may be
greater or less than those shown.

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

45
<PAGE>

Example

<TABLE>
<CAPTION>
If shares are redeemed
at end of period: 1 year 3 years 5 years 10 years
<S> <C> <C> <C> <C>
Class B Shares $575 $944 $1,440 $3,051

Class C Shares $341 $742 $1,270 $2,716

Class Y Shares $160 $498 $859 $1,876

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

Class B Shares $275 $844 $1,440 $3,051

Class C Shares $241 $742 $1,270 $2,716

Class Y Shares $160 $498 $859 $1,876
</TABLE>

46
<PAGE>

An
Overview
of the
Funds
- --------
Total
Return
Fund

[globe graphic]

Goal

Total Return Fund seeks to provide current income while seeking capital growth.

Principal Strategies

Total Return Fund seeks to achieve its goal by investing primarily in common
stocks of U.S. companies with dominant market positions in their industries and
that have a record of paying regular dividends on common stock or have the
potential for capital appreciation. When WRIMCO believes that stocks with high
yields are less attractive than other common stocks, the Fund may hold
lower-yielding or non-dividend-paying common stocks because of their prospects
for capital appreciation. At other times, such as when the economy no longer
presents a favorable environment for the common stocks of large U.S. companies,
the Fund may seek to achieve its goal by investing in investment grade debt
securities when WRIMCO believes the return on these securities is attractive
relative to the return on common stocks. The Fund may invest in debt securities
of any maturity, and the Fund may invest in companies of any size.

WRIMCO attempts to select securities with income and growth possibilities by
looking at many factors including the company's:

o dividend payment history;

o profitability record;

o history of improving sales and profits;

o management;

o leadership position in its industry; and

o stock price value.

In general, in determining whether to sell either an equity security or a debt
security, WRIMCO will use the same analysis used in order to determine if the
equity security offers opportunities for capital appreciation or if the debt
security continues to provide adequate income. WRIMCO may also sell a security
to take advantage of more attractive investment opportunities or to raise cash.

47
<PAGE>

Principal Risks of Investing in the Fund

Because Total Return Fund owns different types of investments, a variety of
factors can affect its investment performance, such as:

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

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

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

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

Market risk for small or medium sized companies may be greater than that for
large companies. Stock of smaller companies, as well as stock of companies with
high-growth expectations reflected in their stock price, may experience
volatile trading and price fluctuations.

Who May Want to Invest

Total Return Fund is designed for investors who seek dividend income with
potential for capital growth. You should consider whether the Fund fits your
investment objectives.

48
<PAGE>

Performance
- -----------
Total
Return
Fund

[globe graphic]

The bar chart and performance table below provide some indication of the risks
of investing in Total Return 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.

o The bar chart presents the average annual total returns for Class B and shows
how performance has varied from year to year.

o The performance table shows Class B and Class Y average annual total returns
and compares them to the market indicators listed. No performance information
is provided for Class C shares since this class did not have annual returns
for a full calendar year.

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

'93 -- 14.03%
'94 -- -2.07%
'95 -- 29.65%
'96 -- 18.12%
'97 -- 24.61%
'98 -- 20.73%
[end bar chart]

In the period shown in the chart, the highest quarterly return was 17.05% (the
second quarter of 1997) and the lowest quarterly return was -7.12% (the third
quarter of 1998). The Class B return for the year through June 30, 1999 was
5.33%.

49
<PAGE>

AVERAGE ANNUAL TOTAL RETURNS
as of December 31, 1998 (%)

S&P 500 Index 28.70% 24.08% 21.63% 28.30%

Lipper Growth and
Income Fund Universe
Average 15.78% 18.38% 17.50% 21.30%

Class Y Shares of Total
Return Fund 20.73% 41.90%

S&P 500 Index 28.70% 24.08% 21.63% 28.30%

Lipper Growth and
Income Fund Universe
Average 15.78% 18.38% 17.50% 21.30%
</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.

50
<PAGE>

Fees and
Expenses
- --------
Total
Return
Fund

[globe graphic]

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

<TABLE>
<CAPTION>
Shareholder Fees
(fees paid directly from Class B Class C Class Y
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)(22)
(as a percentage of
lesser of amount
invested or redemption
value) 3% 1% None

Annual Fund Operating Expenses(23)
(expenses that are deducted from Fund assets)

Management Fees 0.70% 0.70% 0.70%

Distribution and
Service (12b-1) Fees(24) 1.00% 1.00% 0.25%

Other Expenses 0.22% 0.21% 0.19%

Total Annual Fund
Operating Expenses 1.92% 1.91% 1.14%
</TABLE>

(22)The CDSC, which is imposed on the lesser of amount invested or redemption
value of Class B shares, declines 1% annually from 3% during the first
calendar year to 0% after 4 years. Please note that the CDSC is not based on
the length of time that shares are held. Instead, the CDSC is based on the
calendar year of purchase and the calendar year of redemption. For Class C
shares, a 1% CDSC applies to the lesser of amount invested or redemption
value of Class C shares redeemed within twelve months.

(23)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 March 31, 1999, and for Class C, the expenses attributable to the
class that are anticipated for the current year. Actual expenses may be
greater or less than those shown.

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

51
<PAGE>

Example

<TABLE>
<CAPTION>
If shares are redeemed
at end of period: 1 year 3 years 5 years 10 years
<S> <C> <C> <C> <C>
Class B Shares $495 $703 $1,037 $2,243

Class C Shares $294 $600 $1,032 $2,233

Class Y Shares $116 $362 $628 $1,386

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

Class B Shares $195 $603 $1,037 $2,243

Class C Shares $194 $600 $1,032 $2,233

Class Y Shares $116 $362 $628 $1,386
</TABLE>

52
<PAGE>

The
Investment
Principles of
the Funds
- -------------
Asset
Strategy
Fund

[leaf graphic]

Investment Goals, Principal Strategies and Other Investments

The goal of Asset Strategy Fund is high total return over the long term. The
Fund seeks to achieve its goal by allocating its assets among a diversified
portfolio of stocks, bonds, and short-term instruments. There is no guarantee
that the Fund will achieve its goal.

Allocating assets among different types of investments allows the Fund to take
advantage of opportunities wherever they may occur, but also subjects the Fund
to the risks of a given investment type. Stock values generally fluctuate in
response to the activities of individual companies and general market and
economic conditions. The values of bonds and short-term instruments generally
fluctuate based on changes in interest rates and in the credit quality of the
issuer.

WRIMCO regularly reviews the Fund's allocation of assets and makes changes to
favor investments that it believes provide the best opportunity to achieve the
Fund's goal. Although WRIMCO uses its expertise and resources in choosing
investments and in allocating assets, WRIMCO's decisions may not always be
beneficial to the Fund.

The mix of assets in the Fund will change from time to time depending on
WRIMCO's assessment of the market for each asset class in general. The
allowable range and approximate percentage of the mix for each asset class are
listed below. Some types of investments, such as indexed securities, can fall
into more than one asset class.

<TABLE>
<CAPTION>
Mix Range
<S> <C>
Stock class 70%
0-100%

Bond class 25%
0-100%

Short-term
class 5%
0-100%
</TABLE>

WRIMCO tries to balance the Fund's investment risks against potentially higher
total returns by reducing the stock class allocation during stock market down
cycles and increasing the stock class allocation during periods of strongly
positive market performance. Typically, WRIMCO makes asset shifts among classes
gradually

53
<PAGE>

over time. WRIMCO considers various factors when it decides to sell a security,
such as an individual security's performance and/or if it is an appropriate
time to vary the Fund's mix.

As a defensive measure, the Fund may increase its holdings in the bond or
short-term classes when WRIMCO believes that there is a potential bear market,
prolonged downturn in stock prices or significant loss in stock value. WRIMCO
may also, as a temporary defensive measure, invest up to all of the Fund's
assets in:

o money market instruments rated A-1 by S&P or Prime 1 by MIS, or unrated
securities judged by WRIMCO to be of equivalent quality; or

o precious metals.

Although WRIMCO may seek to preserve appreciation in the Fund by taking a
defensive position, doing so may prevent the Fund from achieving its investment
objective.

54
<PAGE>

Growth
Fund

[globe graphic]

The primary goal of Growth Fund is capital appreciation. The Fund seeks to
achieve its goal by investing primarily in a diversified portfolio of common
stocks. To a lesser degree, the Fund may invest in securities convertible into
common stocks, of U.S. and foreign companies. Generally, the Fund may invest in
a wide range of marketable securities that, in WRIMCO's opinion, offer the
potential for growth, primarily common stock. The Fund will, under normal market
conditions, invest at least 65% of its total assets in growth securities,
primarily common stock. There is no guarantee that the Fund will achieve its
goal.

The Fund may also invest, to a lesser degree, 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 temporary defensive position is desirable, WRIMCO
may take certain steps with respect to up to all of the Fund's assets,
including any one or more of the following:

o hold cash, commercial paper, certificates of deposit or other short-term
investments;

o invest in debt securities (including commercial paper or short-term U.S.
Government securities); or

o invest in convertible preferred stock.

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

55
<PAGE>

High
Income
Fund

[column graphic]

The primary goal of High Income Fund is to earn a high level of current income.
As a secondary goal, the Fund seeks capital growth when consistent with its
primary goal. The Fund seeks to achieve these goals by investing primarily in a
diversified portfolio of high-yield, high-risk, fixed-income securities, the
risks of which are, in the judgment of WRIMCO, consistent with the Fund's goals.
There is no guarantee that the Fund will achieve its goals.

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

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

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

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

o shorten the average maturity of the Fund's debt holdings;

o hold cash or cash equivalents (short-term investments, such as commercial
paper and certificates of deposit); and

o emphasize high-grade debt securities.

56
<PAGE>

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

57
<PAGE>

International
Growth
Fund

[globe graphic]

The primary goal of the International Growth Fund is long-term capital
appreciation, with current income as a secondary goal. The Fund seeks to achieve
these goals by investing primarily in a diversified portfolio of common stocks
of foreign issuers. There is no guarantee that the Fund will achieve its goals.

The Fund may also invest, to a lesser extent, in preferred stocks and debt
securities. The debt securities may be of any maturity and will typically be
investment grade (rated BBB and higher by S&P or Baa and higher by MIS).

Under normal conditions, the Fund invests at least 80% of its total assets in
foreign securities and at least 65% of its total assets in issuers of at least
three foreign countries. The Fund generally limits its holdings so that no more
than 75% of its total assets are invested in issuers of a single foreign
country and no more than 25% of its assets are invested in securities issued by
the government of a foreign country. As well, the Fund will invest at least 65%
of its total assets in growth securities (primarily in common stock) during
normal market conditions. Growth securities are those whose earnings, WRIMCO
believes, are likely to have strong growth over several years.

When WRIMCO believes that a temporary defensive position is desirable, WRIMCO
may invest up to all of the Fund's assets in debt securities (including
commercial paper or short-term U.S. Government securities) or preferred stocks,
or both, and may also invest up to all of the Fund's assets in U.S. securities.
By taking a temporary defensive position the Fund may not achieve its
investment objectives.

58
<PAGE>

Limited-Term
Bond Fund

[column graphic]

The goal of Limited-Term Bond Fund is to provide a high level of current income
consistent with preservation of capital. The Fund seeks to achieve its goal by
investing primarily in a diversified portfolio of investment-grade, limited-term
debt securities (securities with a dollar-weighted average maturity of 2-5
years) of U.S. issuers, including U.S. Government securities, (securities issued
or guaranteed by the U.S. Government or its agencies or instrumentalities),
collateralized mortgage obligations and other asset-backed securities. The Fund
will invest at least 65% of its total assets in bonds. There is no guarantee
that the Fund will achieve its goal.

The maturity of an asset-backed security is the estimated average life of the
security, based on certain prescribed models or formulas used by WRIMCO. The
maturity of other types of debt securities is the earlier of the call date or
the maturity date, as appropriate. The Fund may also own, to a lesser extent,
common stocks and convertible securities, including convertible preferred stock
in certain circumstances.

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

o shorten the average maturity of the Fund's portfolio;

o hold short-term investments, cash or cash equivalents;

o emphasize debt securities of a higher quality than those the Fund would
ordinarily hold; or

o invest in convertible preferred stock.

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

59
<PAGE>

Municipal
Bond Fund

[column graphic]

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

As used in this Prospectus, "municipal bonds" mean obligations the interest on
which is not includable in gross income for Federal income tax purposes. The
Fund 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. The
Fund and WRIMCO rely on the opinion of bond counsel for the issuer in
determining whether obligations are municipal bonds.

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 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.

At least 80% of the Fund's net assets will be invested, during normal market
conditions, in municipal bonds of investment grade, which means that the bonds
are either:

o rated at least BBB by S&P, or Baa by MIS; or

o if unrated, are determined by WRIMCO to be of comparable quality.

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

o U.S. Government securities;

o obligations of domestic banks and certain savings and loan associations;

o commercial paper rated at least A by S&P or MIS; and/or

60
<PAGE>

o any of the foregoing obligations subject to repurchase agreements.

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

o shorten the average maturity of the Fund's portfolio;

o hold taxable obligations, subject to the limitations stated above; or

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

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

61
<PAGE>

Science and
Technology Fund

[globe graphic]

The goal of Science and Technology Fund is long-term capital growth. The Fund
seeks to achieve this goal by investing primarily in a diversified portfolio of
science and technology securities. Science and technology securities are
securities of companies whose products, processes or services, in WRIMCO's
opinion, are being or are expected to be significantly benefited by the use or
commercial application of scientific or technological discoveries. There is no
guarantee that the Fund will achieve its goal.

The Fund invests in such areas as:

o aerospace and defense electronics;

o biotechnology;

o business machines;

o cable and broadband access;

o communications and electronic equipment;

o computer software and services;

o computer systems;

o electronics;

o electronic media;

o internet and internet-related services;

o medical devices and drugs;

o medical and hospital supplies and services; and

o office equipment and supplies.

The Fund primarily owns common stock; however, it may invest, to a lesser
extent, in preferred stock, debt securities and convertible securities. WRIMCO
typically emphasizes growth potential in selecting stocks. A stock has growth
potential if, in WRIMCO's opinion, the earnings of the company are likely to
grow faster than the economy.

The Fund may invest a limited amount of its assets in foreign securities.
Investments in foreign securities present additional risks such as currency
fluctuations and political or economic conditions affecting the foreign
country.

Under normal economic and market conditions, the Fund will not invest more than
20% of its total assets in securities other than science or technology
securities.

62
<PAGE>

When WRIMCO believes that a temporary defensive position is desirable, the Fund
may invest up to all of its assets in U.S. Government securities or other debt
securities, mostly of investment grade. By taking a temporary defensive
position the Fund may not achieve its investment objective.

63
<PAGE>

Total
Return
Fund

[globe graphic]

The goal of Total Return Fund is to provide current income while seeking capital
growth. The Fund seeks to achieve its goal by investing primarily in a
diversified portfolio of common stocks, or securities convertible into common
stocks, of U.S. companies that have a record of paying regular dividends on
common stock or have the potential for capital appreciation. There is no
guarantee that the Fund will achieve its goal.

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

o hold cash, commercial paper, certificates of deposit or other short-term
investments;

o invest in debt securities (including commercial paper or short-term U.S.
Government securities); or

o invest in convertible preferred stock.

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

64
<PAGE>

[globe graphic]

[leaf graphic]

[column graphic]

All Funds

Each Fund may also invest in and use certain 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. At this time, each Fund has
limited exposure to derivative investments. You will find more information
about each Fund's permitted investments and strategies, as well as the
restrictions that apply to them, in the Statement of Additional Information
("SAI").

Risk Considerations of Principal Strategies and Other Investments

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

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

o 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.

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

Because 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

65
<PAGE>

depend on WRIMCO's skill in selecting investments and, with respect to Asset
Strategy Fund, on WRIMCO's skill in allocating assets.

Asset Strategy Fund and International Growth Fund may each actively trade
securities in seeking to achieve its goals. Doing so may increase transaction
costs (which may reduce performance) and increase distributions paid by the
Fund, which may increase your taxable income.

Certain types of each Fund's authorized investments and strategies (such as
foreign securities, junk bonds and derivative instruments) involve special
risks. Depending on how much a Fund invests or uses these strategies, these
special risks may become significant. For example, foreign investments may
subject a Fund to restrictions on receiving the investment proceeds from a
foreign country, foreign taxes, and potential difficulties in enforcing
contractual obligations, as well as fluctuations in foreign currency values and
other developments that may adversely affect a foreign country. Junk bonds pose
a greater risk of nonpayment of interest or principal than higher-rated bonds.
Derivative instruments may expose a Fund to greater volatility than an
investment in a more traditional stock, bond or other security.

Year 2000 and Euro Issues

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

Certain of the Funds could also be adversely affected by the conversion of
certain European currencies into the Euro. This

66
<PAGE>

conversion, which is underway, is scheduled to be completed in 2002. However,
problems with the conversion process and delays could increase volatility in
world capital markets and affect European capital markets in particular.

67
<PAGE>

Your
Account
- -------

[globe graphic]

[leaf graphic]

[column graphic]

Choosing a Share Class

This Prospectus offers three classes of shares for the Fund: Class B, Class C
and Class Y. Each class has its own sales charge, if any, and expense
structure. You should choose the class for which you are eligible and that
seems best for you. Effective October 4, 1999, Class B shares can only be
acquired by exchange of Class B shares of another Fund in Waddell & Reed Funds,
Inc. or of United Cash Management, Inc.'s Waddell & Reed Money Market B shares,
or through payment of Class B dividends and capital gains in shares. Class C
shares are available for both individual and institutional investors. Class Y
shares are designed for institutional investors and others investing through
certain intermediaries, as described below. All of your future investments in
the Fund will be made in the class you select when you open your account,
unless you inform the Fund otherwise, in writing, when you make a future
investment.

General Comparison of Class B and Class C Shares

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

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

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

Available only by exchange
of Waddell & Reed Funds
Class B shares or United Cash
Management Inc.'s Waddell &
Reed Money Market B shares,
or through payment of Class B
dividends and/or distributions
in shares. No direct investments.
</TABLE>

The Corporation has adopted a Distribution and Service Plan ("Plan") pursuant
to Rule 12b-1 under the Investment Company Act of 1940, as amended, ("Rule
12b-1") for each of its Class B, Class C and Class Y shares. Under the Class B
Plan and the Class C Plan, each Fund may pay Waddell & Reed, Inc. (the
"Distributor") a fee of up to 0.75%, on an annual basis, of the average daily
net assets of the shares of the class to compensate the Distributor for
distributing the shares of that class and a fee of up to 0.25%, on an annual
basis, of the average daily net assets of the shares of that

68
<PAGE>

class to compensate the Distributor for providing personal service to
shareholders of that class and/or maintaining shareholder accounts for that
class. No payment of the distribution fee will be made, and no deferred sales
charge will be paid, to the Distributor by any Fund if, and to the extent that,
the aggregate of the distribution fees paid by the Fund and the deferred sales
charges received by the Distributor with respect to the Fund's Class B or Class
C shares would exceed the maximum amount of such charges that the Distributor
is permitted to receive under NASD rules as then in effect.

Under the Class Y Plan, each Fund may pay the Distributor a fee of up to 0.25%,
on an annual basis, of the average daily net assets of the Fund's Class Y
shares to compensate the Distributor for distributing the Class Y shares of
that Fund, providing personal service to Class Y shareholders and/or
maintaining Class Y shareholder accounts.

Because the Plan fees are paid out of the assets of the applicable class on an
ongoing basis, over time these fees will increase the cost of your investment
and may cost you more than paying other types of sales charges.

Contingent Deferred Sales Charge. A contingent deferred sales charge ("CDSC")
may be assessed against your redemption amount of Class B or Class C shares and
paid to the Distributor, as further described below. The purpose of the CDSC is
to compensate the Distributor for the costs incurred by it in connection with
the sale of the Fund's Class B and Class C shares. The CDSC will not be imposed
on Class B or Class C shares representing payment of dividends or distributions
or on amounts which represent an increase in the value of a shareholder's
account resulting from capital appreciation above the amount paid for Class B
or Class C shares purchased during the CDSC period.

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

Unless instructed otherwise, the Fund, when requested to redeem a specific
dollar amount, will redeem additional Class B or Class C shares 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 net
asset value ("NAV") of $1,027, absent different instructions.

69
<PAGE>

Class B shares, when originally acquired, are not subject to an initial sales
charge. However, you may pay a CDSC if you sell your Class B shares within four
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.

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
stated below.

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

third calendar year 2%

fourth calendar year 1%

after fourth calendar year 0%
</TABLE>

The CDSC will be applied to the total amount invested during a calendar year to
acquire Class B shares or the value of the Class B shares redeemed, whichever
is less. All Class B investments made during a calendar year are deemed a
single investment during that calendar year for purposes of calculating the
CDSC.

Class C shares are not subject to a sales charge when you buy them, but if you
sell your Class C shares within twelve months of buying them, you will pay a 1%
CDSC. For purposes of the CDSC, purchases of Class C shares within a month will
be considered as being purchased on the first day of the month. Class C shares
pay an annual 12b-1 service fee of up to 0.25% of average net assets and an
annual distribution fee of up to 0.75% of average net assets.

The CDSC will not apply in the following circumstances:

o redemptions of Class B or Class C 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.

o redemptions of Class B or Class C 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, 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

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<PAGE>

which, as a result of a subsequent law or legislation, the continuation of
its investment would be improper.

o redemptions of Class B or Class C shares purchased by current or retired
Directors of the Corporation, or current or retired officers or employees of
the Corporation, WRIMCO, the Distributor or their affiliated companies,
financial advisors of Waddell & Reed, Inc., and by the members of immediate
families of such persons.

o redemptions of Class B or Class C 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.)

o redemptions of which the proceeds are reinvested in Class C shares of the Fund
within thirty days after such redemption.

o the exercise of certain exchange privileges.

o redemptions effected pursuant to the Fund's right to liquidate a shareholder's
Class B or Class C shares if the aggregate NAV of those shares is less than
$500.

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

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

Class Y shares are not subject to a sales charge. Class Y shares pay an annual
12b-1 distribution and/or service fee of up to 0.25% of average net assets.

Class Y shares are only available for purchase by:

o 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, and an unaffiliated third party
provides administrative, distribution and/or other support services to the
plan;

o 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

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<PAGE>

accounts are held in an omnibus account on the Fund's record, and to which
entity an unaffiliated third party provides administrative, distribution
and/or other support services;

o government entities or authorities and corporations whose investment is $1
million or more and to which entity an unaffiliated third party provides
certain administrative, distribution and/or other support services; and

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

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

Ways to Set Up Your Account

Individual or Joint Tenants
For your general investment needs

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

Business or Organization

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

Retirement

To shelter your retirement savings from taxes

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

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

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

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

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

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<PAGE>

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

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

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

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

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

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

Gifts or Transfers to a Minor

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

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

Trust

For money being invested by a trust

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

Buying Shares

You may buy Class C or Class Y shares of each of the Funds through Waddell &
Reed, Inc. and its financial advisors. To open your account you must complete
and sign an application. Your Waddell & Reed financial advisor can help you
with any questions you might have.

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<PAGE>

To purchase shares by check, make your check payable to Waddell & Reed, Inc.
Mail the check, along with your completed application, to:

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

To purchase Class Y shares by wire, you must first obtain an account number by
calling 1-800-366-2520, then mail a completed application to Waddell & Reed,
Inc., P.O. Box 29217, Shawnee Mission, Kansas 66201-9217, or fax it to
913-236-5044. Instruct your bank to wire the amount you wish to invest, along
with the account number and registration, to UMB Bank, n.a., ABA Number
101000695, W&R Underwriter Account Number 0007978, FBO Customer Name and
Account Number.

You may also buy Class Y shares of the 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 share of a Fund, called the offering price, is calculated
every business day. The Funds' shares are sold without a front-end sales
charge.

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.

In the calculation of a Fund's NAV:

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

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

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

o 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.

The Funds are open for business each day the New York Stock Exchange (the
"NYSE") is open. Each Fund normally calculates its 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 or commodities exchange on which that
instrument is traded.

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<PAGE>

Certain of the Funds may invest in securities listed on foreign exchanges which
may trade on Saturdays or on U.S. national business holidays when the NYSE is
closed. Consequently, the NAV of such Fund shares may be significantly affected
on days when the Fund does not price its shares and when you are not able to
purchase or redeem the 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 the Board of Directors.

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

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

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

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

o If you purchase Class Y 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 Class Y 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 the Fund at that
day's price.

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

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

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<PAGE>

Minimum Investments

<TABLE>
<CAPTION>
For Class B:
<S> <C>
No direct purchases of Class B shares. Effective
October 4, 1999, Class B is closed to direct investment.

For certain exchanges $100

For Class C:

To Open an Account $1,000

For certain exchanges $100

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

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

To Add to an Account Any amount

For certain exchanges $100

For Automatic Investment Service $25 (per Fund)

For Class Y:

To Open an Account

For a government entity or
authority or for a corporation: $1 million (within first twelve months)

For other investors: Any amount

To Add to An Account Any amount
</TABLE>

The minimum investment required to open an account may be waived or reduced for
purchases by employees of Waddell & Reed, Inc. or its affiliates, certain
pension and retirement plan accounts and participants in automatic investment
plans.

Adding to Your Account

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

To add to your Class C or Class Y account by check, make your check payable to
Waddell & Reed, Inc. Mail the check to Waddell & Reed, Inc., along with:

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

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

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<PAGE>

To add to your Class Y account by wire: Instruct your bank to wire the amount
you wish to invest, along with the account number and registration, to UMB
Bank, n.a., ABA Number 101000695, W&R Underwriter Account Number 0007978, FBO
Customer Name and Account Number.

If you purchase Class Y shares 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 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 B or Class C shares.

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

o the name on the account registration;

o the Fund's name;

o the Fund account number;

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

o any other applicable requirements listed in the table below.

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

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

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

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

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<PAGE>

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

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

o If you recently purchased the shares by check, the Corporation may delay
payment of redemption proceeds. You may arrange for the bank upon which the
purchase check was drawn to provide to the Corporation telephone or written
assurance, satisfactory to the Corporation, 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
Corporation is able to verify that your purchase check has cleared and been
honored.

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

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

o If you purchased Class Y 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 Class
Y shares when that firm (or its designee) has received your order. Your order
will receive the Class Y NAV 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 Class Y shares at that day's price.

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<PAGE>

Special Requirements for Selling Shares

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

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

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

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

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

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

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

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

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

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

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

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

The Corporation reserves the right to redeem at NAV all shares of a Fund owned
by you having an aggregate NAV of less than $500. The Corporation will give you
notice of its intention to redeem your shares and a 60-day opportunity to
purchase (or, for Class B shareholders, an opportunity to exchange) a
sufficient number of additional shares to bring the aggregate NAV of your
shares of that Fund to $500. For Class B or Class C shares, these redemptions
are not subject to the deferred sales charge. The Corporation will not apply
its redemption right to individual retirement plan accounts, retirement
accounts or accounts which have an aggregate NAV of less than $500 due to
market forces.

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<PAGE>

You may reinvest in any one of the Funds, Class C shares only, all or part of
the amount of Class C shares you redeemed by sending to the applicable Fund the
amount you want to reinvest. If you reinvest in Class C shares within thirty
days after the date of your redemption of Class C shares, 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 C shares. This privilege may be eliminated or modified at
any time without prior notice to shareholders.

Payments of principal and interest on loans made pursuant to Waddell & Reed's
401(k) prototype plan (if such loans are permitted by the plan) may be
reinvested in shares of any of the Funds in which the plan may invest.

Telephone Transactions

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

Shareholder Services

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

Personal Service

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

o obtain information about your accounts;

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<PAGE>

o obtain price information about other funds in Waddell & Reed Funds, Inc.; or

o request duplicate statements.

Reports

Statements and reports sent to you include the following:

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

o year-to-date statements (quarterly)

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

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

Exchanges

You may sell your Class B or Class C shares of any of the Funds and buy Class B
shares or Class C shares, as applicable, of another Fund or Waddell & Reed
Money Market B or Waddell & Reed Money Market C shares, as applicable, of
United Cash Management, Inc., a fund in the United Group of Mutual Funds,
without the payment of a deferred sales charge. The time period with respect to
the deferred sales charge will continue to run. You may sell your Class Y
shares of any of the Funds and buy Class Y shares of another Fund or Class A
shares of United Cash Management, Inc.

Exchanges may only be made into Funds which are legally permitted for sale in
the state of residence of the investor. Note that exchanges out of the Funds
may have tax consequences for you. Before exchanging into a Fund, read its
prospectus.

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

Automatic Transactions

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

Regular Investment Plans allow you to transfer money into 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

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<PAGE>

excellent way to invest for retirement, a home, educational expenses and other
long-term financial goals.

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

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Regular Investment Plans
- -------------------------------------------------------------------------------

<S> <C> <C>
Automatic Investment Service

To move money from your bank account to an existing Class C or Class Y account
with Waddell & Reed Funds, Inc.

Minimum Amount Minimum Frequency
$25 (per Fund) Monthly

Funds Plus Service

To move money from United Cash Management, Inc. to a Fund in Waddell & Reed
Funds, Inc., whether in the same or a different Class C or Class Y account

Minimum Amount Minimum Frequency
$100 Monthly
</TABLE>

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: Total Return Fund, Growth Fund,
International Growth Fund and Science and Technology Fund, annually in
December; Asset Strategy Fund, quarterly in March, June, September and
December; and Limited-Term Bond Fund, Municipal Bond Fund and High Income Fund
declared daily and paid monthly. Dividends declared for a particular day are
paid to shareholders of record on the prior business day. However, dividends
declared for Saturday and Sunday are paid to shareholders of record on the
preceding Thursday. Net capital gains (and any net gains from foreign currency
transactions) ordinarily are distributed by each Fund in December.

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

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

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<PAGE>

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

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

For retirement accounts, all distributions are automatically paid in additional
shares of the same class of the distributing Fund.

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 generally are taxable to you as ordinary income, whether received in
cash or paid in additional Fund shares. Distributions by Municipal Bond Fund
that are designated by it as exempt-interest dividends generally may be
excluded by you from your gross income. Distributions of a Fund's net capital
gains, when designated as such, are taxable to you as long-term capital gains,
whether received in cash or paid in additional Fund shares and regardless of
the length of time you have owned your shares. For Federal income tax purposes,
your long-term capital gains generally are taxed at a maximum rate of 20%.

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

A portion of the dividends paid by Total Return Fund, Growth Fund, Asset
Strategy Fund, International Growth Fund, High Income Fund and/or Science and
Technology 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 the
Fund from U.S. corporations. However, dividends received by a corporate
shareholder and deducted by it pursuant to the dividends received deduction are
subject

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<PAGE>

indirectly to the Federal AMT. No part of the dividends paid by Limited-Term
Bond Fund and Municipal Bond Fund is expected to be eligible for this
deduction.

Exempt-interest dividends paid by Municipal Bond Fund may be subject to income
taxation under state and local tax laws. In addition, a portion of those
dividends is expected to be attributable to interest on certain bonds that must
be treated by you as a "tax preference item" for purposes of calculating your
liability, if any, for the AMT; that Fund anticipates such portion will be not
more than 40% of the dividends it will pay to its shareholders. Municipal Bond
Fund will provide you with information concerning the amount of distributions
subject to the AMT after the end of each calendar year. Shareholders who may be
subject to the AMT should consult with their tax advisers concerning investment
in that Fund.

Entities or other persons who are "substantial users" (or persons related to
"substantial users") of facilities financed by private activity bonds ("PABs")
or IDBs should consult their tax advisers before purchasing Municipal Bond Fund
shares because, for users of certain of these facilities, the interest on those
bonds is not exempt from Federal income tax. For these purposes, the term
"substantial user" is defined generally to include a "non-exempt person" who
regularly uses, in trade or business, a part of a facility financed from the
proceeds of PABs or IDBs.

Withholding. Each Fund must withhold 31% of all taxable 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 taxable
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. An exchange of shares of one
Fund for shares of any other Fund or of United Cash Management, Inc. generally
will have similar tax consequences. In addition, if you purchase shares of a
Fund within thirty days before or after redeeming other shares of that 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.

Interest on indebtedness incurred or continued to purchase or carry shares of
Municipal Bond Fund will not be deductible for Federal income tax purposes to
the extent that Fund's distributions

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<PAGE>

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 that Fund and the value of
its portfolio would be affected. In that event, that Fund may decide to
reevaluate its investment goal and policies.

State and local income taxes. The portion of the dividends paid by Limited-Term
Bond Fund (and, to a lesser extent, the other Funds) attributable to interest
earned on its 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 tax
considerations generally affecting the Funds and their shareholders; you will
find more information in the SAI. There may be other Federal, state or local
tax considerations applicable to a particular investor. You are urged to
consult your own tax adviser.

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<PAGE>

The
Management
of the Funds
- ------------

[globe graphic]

[leaf graphic]

[column graphic]

Portfolio Management

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

Michael L. Avery is primarily responsible for the management of the equity
portion of the portfolio of Asset Strategy Fund. Mr. Avery has held his Fund
responsibilities since January 1997. He is Senior Vice President of WRIMCO,
Vice President of the Corporation and Vice President of other investment
companies for which WRIMCO serves as investment manager. From March 1995 to
March 1998, Mr. Avery was Vice President of, and Director of Research for,
Waddell & Reed Asset Management Company, a former affiliate of WRIMCO. Mr.
Avery has served as the portfolio manager for investment companies managed by
WRIMCO since February 1, 1994, has served as the Director of Research for
WRIMCO since August 1987, and has been an employee of such since June 1981.

Daniel J. Vrabac is primarily responsible for the management of the
fixed-income portion of the portfolio of Asset Strategy Fund. Mr. Vrabac has
held his Fund responsibilities since January 1997. He is Vice President of the
Corporation and Vice President of other investment companies for which WRIMCO
serves as investment manager. From May 1994 to March 1998, Mr. Vrabac was Vice
President of, and a portfolio manager for, Waddell & Reed Asset Management
Company. Mr. Vrabac has served as an investment analyst with WRIMCO since May
1994 and has been an employee of such since May 1994. Mr. Vrabac was a Vice
President of Kansas City Life Insurance Company from May 1983 to May 1994.

Mark G. Seferovich and Grant P. Sarris are primarily responsible for the
management of the portfolio of Growth

86
<PAGE>

Fund. Mr. Seferovich has held his Fund responsibilities since September 1992.
He is Senior Vice President of WRIMCO, Vice President of the Corporation and
Vice President of other investment companies for which WRIMCO serves as
investment manager. Mr. Seferovich has served as the portfolio manager of
investment companies managed by WRIMCO since February 1989 and has been an
employee of such since February 1989. From March 1996 to March 1998, Mr.
Seferovich was Vice President of, and a portfolio manager for, Waddell & Reed
Asset Management Company.

Mr. Sarris has held his Fund responsibilities since May 1998. He is Vice
President of WRIMCO and Vice President of other investment companies for which
WRIMCO serves as investment manager. Mr. Sarris has served as an investment
analyst with WRIMCO since October 1, 1991 and had served as Assistant Portfolio
Manager of Growth Fund from January 1, 1996 until May 1998. He has been an
employee of WRIMCO since October 1, 1991.

Louise D. Rieke is primarily responsible for the management of the portfolio of
High Income Fund. Ms. Rieke has held her Fund responsibilities since July 31,
1997. She is Vice President of WRIMCO, Vice President of the Corporation and
Vice President of other investment companies for which WRIMCO serves as
investment manager. From November 1985 to March 1998, Ms. Rieke was Vice
President of, and a portfolio manager for, Waddell & Reed Asset Management
Company. Ms. Rieke has served as the portfolio manager for investment companies
managed by WRIMCO since July 1986 and has been an employee of such since May
1971.

Thomas A. Mengel is primarily responsible for the management of the portfolio
of International Growth Fund. Mr. Mengel has held his Fund responsibilities
since joining WRIMCO on May 1, 1996. Mr. Mengel is Vice President of WRIMCO,
Vice President of the Corporation and Vice President of other investment
companies for which WRIMCO serves as investment manager. From 1993 to 1996, Mr.
Mengel was the President of Sal. Oppenheim jr. & Cie. Securities, Inc.

W. Patrick Sterner is primarily responsible for the management of the portfolio
of Limited-Term Bond Fund. Mr. Sterner has held his Fund responsibilities since
September 1992. He is Vice President of WRIMCO, Vice President of the
Corporation and Vice President of another investment company for which WRIMCO
serves as investment manager. From August 1992 to March 1998, Mr. Sterner was
Vice President of, and a portfolio

87
<PAGE>

manager for, Waddell & Reed Asset Management Company. He has been an employee
of WRIMCO since August 1992.

John M. Holliday is primarily responsible for the management of the portfolio
of Municipal Bond Fund. Mr. Holliday has held his Fund responsibilities since
September 1992. He is Senior Vice President of WRIMCO, Vice President of the
Corporation and Vice President of other investment companies for which WRIMCO
serves as investment manager. From July 1986 to March 1998, Mr. Holliday was
Senior Vice President of, and a portfolio manager for, Waddell & Reed Asset
Management Company. Mr. Holliday has served as the portfolio manager for
investment companies managed by WRIMCO since August 1979 and has been an
employee of such since April 1978.

Abel Garcia is primarily responsible for the management of the portfolio of
Science and Technology Fund. Mr. Garcia has held his Fund responsibilities
since July 31, 1997. He is Vice President of WRIMCO, Vice President of the
Corporation and Vice President of other investment companies for which WRIMCO
serves as investment manager. From May 1988 to March 1998, Mr. Garcia was Vice
President of, and a portfolio manager for, Waddell & Reed Asset Management
Company. Mr. Garcia has been an employee of WRIMCO since August 1983.

James D. Wineland is primarily responsible for the management of the portfolio
of Total Return Fund. Mr. Wineland has held his Fund responsibilities since
July 1, 1997. He is Vice President of WRIMCO, Vice President of the Corporation
and Vice President of other investment companies for which WRIMCO serves as
investment manager. From March 1995 to March 1998 Mr. Wineland was Vice
President of, and a portfolio manager for, Waddell & Reed Asset Management
Company. Mr. Wineland has served as the portfolio manager for investment
companies managed by WRIMCO since January 1988 and has been an employee of such
since November 1984.

Other members of WRIMCO's investment management department provide input on
market outlook, economic conditions, investment research and other
considerations relating to the Funds' 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 the share price or
dividends of that Fund; they are neither

88
<PAGE>

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 by a Fund at the annual rates of:

for Asset Strategy Fund, 0.70% of net assets up to $1 billion, 0.65% of net
assets over $1 billion and up to $2 billion, 0.60% of net assets over $2
billion and up to $3 billion, and 0.55% of net assets over $3 billion;

for Growth Fund, 0.85% of net assets up to $1 billion, 0.83% of net assets over
$1 billion and up to $2 billion, 0.80% of net assets over $2 billion and up to
$3 billion, and 0.76% of net assets over $3 billion;

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;

for International Growth Fund, 0.85% of net assets up to $1 billion, 0.83% of
net assets over $1 billion and up to $2 billion, 0.80% of net assets over $2
billion and up to $3 billion, and 0.76% of net assets over $3 billion;

for Limited-Term Bond 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;

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;

for Science and Technology Fund, 0.85% of net assets up to $1 billion, 0.83% of
net assets over $1 billion and up to $2 billion, 0.80% of net assets over $2
billion and up to $3 billion, and 0.76% of net assets over $3 billion; and

for Total Return Fund, 0.70% of net assets up to $1 billion, 0.65% of net
assets over $1 billion and up to $2 billion, 0.60% of net assets over $2
billion and up to $3 billion and 0.55% of net assets over $3 billion.

89
<PAGE>

Prior to June 30, 1999, the management fee was computed on each Fund's net
asset value as of the close of business each day at an annual rate as follows:

<TABLE>
<CAPTION>
- -----------------------------------------------------
Fund Annual Rate
- -----------------------------------------------------
<S> <C>
Asset Strategy Fund 0.81%
Growth Fund 0.81%
High Income Fund 0.66%
International Growth Fund 0.81%
Limited-Term Bond Fund 0.56%
Municipal Bond Fund 0.56%
Science and Technology Fund 0.71%
Total Return Fund 0.71%

For the fiscal year ended March 31, 1999, management
fees for each Fund as a percentage of such Fund's net
assets were as follows:

- -----------------------------------------------------
Fund Management Fee
- -----------------------------------------------------
Asset Strategy Fund 0.81%
Growth Fund 0.81%
High Income Fund 0.66%
International Growth Fund 0.81%
Limited-Term Bond Fund 0.56%
Municipal Bond Fund 0.56%
Science and Technology Fund 0.70%
Total Return Fund 0.71%
</TABLE>

90
<PAGE>

Financial
Highlights

[globe graphic]

[leaf graphic]

[column graphic]

The following information is to help you understand the financial performance of
the Fund's Class B and Class Y shares for the fiscal periods shown. Certain
information reflects financial results for a single Fund share. "Total return"
shows how much your investment would have increased (or decreased) during each
period, assuming reinvestment of all dividends and distributions. 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, 1999, is included in the SAI, which is available upon request.

91
<PAGE>

Financial
Highlights
- -------------

Asset
Strategy
Fund

[leaf graphic]

For a Class B share outstanding throughout each period*:

<TABLE>
<CAPTION>
For the
For the fiscal year period from
ended March 31, April 20,
------------------------------- 1995** to
1999 1998 1997 March 31, 1996
Class B Per-Share Data
<S> <C> <C> <C> <C>
Net asset value,
beginning of
period $11.42 $9.73 $10.15 $10.00
----------------------------------------------------------------------
Income from investment operations:

Net investment
income 0.15 0.21 0.23 0.16

Net realized and
unrealized gain
(loss) on
investments 0.05 2.16 (0.30) 0.14
--------------------------------------------------------------------------
Total from
investment
operations 0.20 2.37 (0.07) 0.30
--------------------------------------------------------------------------
Less distributions:

From net
investment
income (0.16) (0.22) (0.21) (0.15)

From capital
gains (0.26) (0.46) (0.14) (0.00)
--------------------------------------------------------------------------
Total distributions (0.42) (0.68) (0.35) (0.15)
--------------------------------------------------------------------------
Net asset value,
end of period $11.20 $11.42 $9.73 $10.15
--------------------------------------------------------------------------
Class B Ratios/Supplemental Data

Total return 1.79% 24.94% -0.86% 3.00%

Net assets, end of
period (000
omitted) $30,473 $19,415 $13,398 $13,221

Ratio of expenses
to average net
assets 2.32% 2.44% 2.52% 2.54%***

Ratio of net
investment income
to average net
assets 1.38% 2.02% 2.21% 2.14%***

Portfolio turnover
rate 168.17% 220.67% 109.92% 75.02%
</TABLE>

*On December 2, 1995, Fund shares outstanding were designated Class B shares.

**Commencement of operations.

***Annualized.

92
<PAGE>

Financial
Highlights
- -------------

Asset
Strategy
Fund

[leaf graphic]

For a Class Y share outstanding throughout each period:

<TABLE>
<CAPTION>
For the
For the fiscal year period from
ended March 31, December 29,
------------------------------ 1995* to
1999 1998 1997 March 31, 1996
Class Y Per-Share Data
<S> <C> <C> <C> <C>
Net asset value,
beginning of
period $11.43 $9.73 $10.16 $10.23
-------------------------------------------------------------------
Income from investment operations:

Net investment
income 0.26 0.31 0.27 0.07

Net realized and
unrealized gain
(loss) on
investments 0.05 2.16 (0.26) (0.08)
-------------------------------------------------------------------
Total from
investment
operations 0.31 2.47 0.01 (0.01)
-------------------------------------------------------------------
Less distributions:

From net
investment
income (0.27) (0.31) (0.30) (0.06)

From capital
gains (0.26) (0.46) (0.14) (0.00)
-------------------------------------------------------------------
Total distributions (0.53) (0.77) (0.44) (0.06)
-------------------------------------------------------------------
Net asset value,
end of period $11.21 $11.43 $9.73 $10.16
-------------------------------------------------------------------
Class Y Ratios/Supplemental Data

Total return 2.75% 26.06% 0.05% -0.25%

Net assets, end of
period (000
omitted) $307 $225 $116 $1

Ratio of expenses
to average net
assets 1.45% 1.58% 1.61% 1.95%**

Ratio of net
investment income
to average net
assets 2.25% 2.90% 2.97% 2.34%**

Portfolio turnover
rate 168.17% 220.67% 109.92% 75.02%***
</TABLE>

*Commencement of operations.

**Annualized.

***Portfolio turnover is for the period from April 20, 1995 to March 31, 1996.

93
<PAGE>

Financial
Highlights
- -------------

Growth
Fund

[globe graphic]

For a Class B share outstanding throughout each period*:

<TABLE>
<CAPTION>
For the fiscal year ended March 31,
1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
Class B Per-Share Data
Net asset value,
beginning of period $14.29 $9.08 $10.50 $8.45 $7.04
----------------------------------------------------------------------------------------
Income from investment operations:

Net investment
income (loss) (0.11) (0.13) (0.03) (0.01) 0.00

Net realized and
unrealized gain (loss)
on investments 2.91 5.91 (1.09) 2.25 1.58
----------------------------------------------------------------------------------------
Total from investment
operations 2.80 5.78 (1.12) 2.24 1.58
----------------------------------------------------------------------------------------
Less distribution from
capital gains (2.35) (0.57) (0.30) (0.19) (0.17)
----------------------------------------------------------------------------------------
Net asset value, end of
period $14.74 $14.29 $9.08 $10.50 $8.45
----------------------------------------------------------------------------------------
Class B Ratios/Supplemental Data

Total return 21.61% 65.37% -10.97% 26.57% 22.61%

Net assets, end of period
(000 omitted) $424,612 $329,514 $198,088 $202,557 $100,683

Ratio of expenses to
average net assets 2.10% 2.13% 2.12% 2.14% 2.23%

Ratio of net investment
income (loss) to average
net assets -0.90% -1.12% -0.27% -0.25% 0.01%

Portfolio turnover rate 51.41% 33.46% 37.20% 31.84% 56.30%
</TABLE>

*On December 2, 1995, Fund shares outstanding were designated Class B shares.
Per-share and share amounts have been adjusted retroactively to reflect the
100% stock dividend effected June 26, 1998.

94
<PAGE>

Financial
Highlights
- ----------
Growth
Fund

[globe graphic]

For a Class Y share outstanding throughout each period*:

<TABLE>
<CAPTION>
For the
For the fiscal year period from
ended March 31, December 29,
----------------------------- 1995** to
1999 1998 1997 March 31, 1996
Class Y Per-Share Data
<S> <C> <C> <C> <C>
Net asset value,
beginning of period $14.55 $9.16 $10.52 $10.11
---------------------------------------------------------------------------
Income from investment operations:

Net investment
income (loss) 0.00 (0.03) 0.01 0.02

Net realized and
unrealized gain (loss)
on investments 3.01 5.99 (1.07) 0.39
---------------------------------------------------------------------------
Total from investment
operations 3.01 5.96 (1.06) 0.41
---------------------------------------------------------------------------
Less distribution from
capital gains (2.35) (0.57) (0.30) (0.00)
---------------------------------------------------------------------------
Net asset value, end of
period $15.21 $14.55 $9.16 $10.52
---------------------------------------------------------------------------
Class Y Ratios/Supplemental Data

Total return 22.73% 66.78% -10.37% 4.11%

Net assets, end of
period (000 omitted) $7,942 $633 $264 $1

Ratio of expenses to
average net assets 1.18% 1.30% 1.17% 1.17%***

Ratio of net
investment income
(loss) to average net
assets 0.08% -0.30% 0.31% 0.78%***

Portfolio turnover
rate 51.41% 33.46% 37.20% 31.84%***
</TABLE>

*Per-share and share amounts have been adjusted retroactively to reflect the
100% stock dividend effected June 26, 1998.

**Commencement of operations.

***Annualized.

95
<PAGE>

Financial
Highlights
- -------------

High
Income
Fund

[column graphic]

For a Class B share outstanding throughout each period:

<TABLE>
<CAPTION>
For the
For the period from
fiscal year 7/31/97*
ended to
3/31/99 3/31/98
Class B Per-Share Data
<S> <C> <C>
Net asset value, beginning of
period $10.79 $10.00
----------------------------------------------------------------
Income from investment operations:

Net investment income 0.63 0.37

Net realized and unrealized
gain (loss) on investments (0.82) 0.79
----------------------------------------------------------------
Total from investment operations (0.19) 1.16
----------------------------------------------------------------
Less distributions:

Declared from net investment
income (0.63) (0.37)

From capital gains (0.03) (0.00)
----------------------------------------------------------------
Total distributions (0.66) (0.37)
----------------------------------------------------------------
Net asset value, end of period $9.94 $10.79
----------------------------------------------------------------
Class B Ratios/Supplemental Data

Total return -1.72% 11.77%

Net assets, end of period (000
omitted) $25,427 $11,812

Ratio of expenses to average net
assets 2.20% 2.52%**

Ratio of net investment income to
average net assets 6.29% 5.98%**

Portfolio turnover rate 50.98% 67.82%
</TABLE>

*Commencement of operations.

**Annualized.

96
<PAGE>

Financial
Highlights
- -------------

High
Income
Fund

[column graphic]

For a Class Y share outstanding throughout the period:

<TABLE>
<CAPTION>
For the
period
from
12/30/98*
to
3/31/99
Class Y Per-Share Data
<S> <C>
Net asset value, beginning of period $9.97
--------------------------------------------------------------
Income from investment operations:

Net investment income 0.20

Net realized and unrealized gain
on investments 0.00
--------------------------------------------------------------
Total from investment operations 0.20
--------------------------------------------------------------
Less distributions:

Declared from net investment income (0.20)

From capital gains (0.03)
--------------------------------------------------------------
Total distributions (0.23)
--------------------------------------------------------------
Net asset value, end of period $9.94
--------------------------------------------------------------
Class Y Ratios/Supplemental Data

Total return 2.45%

Net assets, end of period (000 omitted) $6

Ratio of expenses to average net assets 0.26%**

Ratio of net investment income to average net
assets 8.55%**

Portfolio turnover rate 50.98%**
</TABLE>

*Commencement of operations.

**Annualized.

97
<PAGE>

Financial
Highlights
- -------------

International
Growth
Fund

[globe graphic]

For a Class B share outstanding throughout each period*:

<TABLE>
<CAPTION>
For the fiscal year ended March 31,
1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
Class B Per-Share Data

Net asset value,
beginning of
period $15.04 $12.40 $9.94 $9.36 $9.37
--------------------------------------------------------------------------------
Income from investment operations:

Net investment
income (loss) (0.07) (0.10) (0.03) 0.08 0.36

Net realized and
unrealized gain
(loss) on
investments (0.01)
--------------------------------------------------------------------------------
Total from
investment
operations 1.48 4.02 2.47 0.71 0.35
--------------------------------------------------------------------------------
Less distributions:

From net
investment
income (0.00) (0.00) (0.01) (0.11) (0.36)

From capital
gains (0.94) (1.38) (0.00) (0.00) (0.00)

In excess of net
investment
income (0.00) (0.00) (0.00) (0.02) (0.00)
--------------------------------------------------------------------------------
Total distributions (0.94) (1.38) (0.01) (0.13) (0.36)
--------------------------------------------------------------------------------
Net asset value,
end of period $15.58 $15.04 $12.40 $9.94 $9.36
--------------------------------------------------------------------------------
Class B Ratios/Supplemental Data

Total return 10.36% 35.24% 24.85% 7.64% 3.84%

Net assets, end of
period (000
omitted) $99,764 $87,041 $50,472 $20,874 $11,188

Ratio of expenses
to average net
assets 2.35% 2.35% 2.46% 2.50% 2.29%

Ratio of net
investment income
(loss) to average
net assets -0.53% -0.82% -0.52% 0.63% 3.87%

Portfolio turnover
rate 116.25% 105.11% 94.76% 88.55% 13.33%
</TABLE>

*On December 2, 1995, Fund shares outstanding were designated Class B shares.

98
<PAGE>

Financial
Highlights
- -------------

International
Growth
Fund

[globe graphic]

For a Class Y share outstanding throughout each period:

<TABLE>
<CAPTION>
For the
For the fiscal ye period from
ended March 31,ar December 29,
------------------------------ 1995* to
1999 1998 1997 March 31, 1996
<S> <C> <C> <C> <C>
Class Y Per-Share Data

Net asset value,
beginning of period $15.35 $12.52 $9.95 $9.70
------------------------------------------------------------------------
Income from investment operations:

Net investment
income 0.05 0.01 0.02 0.02

Net realized and
unrealized gain on
investments 1.62 4.20 2.56 0.23
------------------------------------------------------------------------
Total from
investment operations 1.67 4.21 2.58 0.25
------------------------------------------------------------------------
Less distributions:

From net
investment income (0.00) (0.00) (0.01) (0.00)

From capital gains (0.94) (1.38) (0.00) (0.00)
------------------------------------------------------------------------
Total distributions (0.94) (1.38) (0.01) (0.00)
------------------------------------------------------------------------
Net asset value, end
of period $16.08 $15.35 $12.52 $9.95
------------------------------------------------------------------------
Class Y Ratios/Supplemental Data

Total return 11.41% 36.45% 25.93% 2.58%
Net assets, end of
period (000 omitted) $629 $419 $227 $7

Ratio of expenses to
average net assets 1.44% 1.51% 1.59% 1.84%**

Ratio of net
investment income to
average net assets 0.36% 0.07% 0.05% 1.07%**

Portfolio turnover
rate 116.25% 105.11% 94.76% 88.55%**
</TABLE>

*Commencement of operations.

**Annualized.

99
<PAGE>

Financial
Highlights
- -------------

Limited-Term
Bond
Fund

[column graphic]

For a Class B share outstanding throughout each period*:

<TABLE>
<CAPTION>
For the fiscal year ended March 31,
1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
Class B Per-Share Data

Net asset value,
beginning of period $10.14 $9.90 $10.00 $9.70 $9.84
---------------------------------------------------------------------------------
Income from investment operations:

Net investment
income 0.44 0.45 0.44 0.41 0.39

Net realized and
unrealized gain (loss)
on investments 0.02 0.24 (0.09) 0.30 (0.13)
---------------------------------------------------------------------------------
Total from investment
operations 0.46 0.69 0.35 0.71 0.26
---------------------------------------------------------------------------------
Less distributions:

Declared from net
investment income (0.44) (0.45) (0.44) (0.41) (0.39)

From capital gains (0.00) (0.00) (0.01) (0.00) (0.01)
---------------------------------------------------------------------------------
Total distributions (0.00) (0.45) (0.45) (0.41) (0.40)
---------------------------------------------------------------------------------
Net asset value,
end of period $10.16 $ 10.14 $ 9.90 $10.00 $9.70
---------------------------------------------------------------------------------
Class B Ratios/Supplemental Data

Total return 4.65% 7.15% 3.52% 7.41% 2.73%
Net assets, end of
period (000 omitted) $21,311 $18,148 $17,770 $23,682 $12,419

Ratio of expenses to
average net assets 2.11% 2.12% 2.07% 2.10% 2.17%

Ratio of net
investment income to
average net assets 4.34% 4.52% 4.40% 4.14% 4.05%

Portfolio turnover
rate 32.11% 27.37% 23.05% 22.08% 29.20%
</TABLE>

*On December 2, 1995, Fund shares outstanding were designated Class B shares.

100
<PAGE>

Financial
Highlights
- -------------

Limited-Term
Bond
Fund

[column graphic]

For a Class Y share outstanding throughout each period:

<TABLE>
<CAPTION>
For the
For the fiscal year period from
ended March 31, December 29,
---------------------------- 1995* to
1999 1998 1997 March 31, 1996
Class Y Per-Share Data
<S> <C> <C> <C> <C>
Net asset value,
beginning of period $10.14 $9.90 $10.00 $10.16
------------------------------------------------------------------------
Income from investment operations:

Net investment
income 0.53 0.53 0.52 0.11

Net realized and
unrealized gain (loss)
on investments 0.02 0.24 (0.09) (0.16)
------------------------------------------------------------------------
Total from investment
operations 0.55 0.77 0.43 0.05)
------------------------------------------------------------------------
Less distributions:

Declared from net
investment income (0.53) (0.53) (0.52) (0.11)

From capital gains (0.00) (0.00) (0.01) (0.00)
------------------------------------------------------------------------
Total distributions (0.53) (0.53) (0.53) (0.11)
------------------------------------------------------------------------
Net asset value, end of
period $10.16 $10.14 $9.90 $10.00
------------------------------------------------------------------------
Class Y Ratios/Supplemental Data

Total return 5.60% 7.91% 4.33% -0.49%

Net assets, end of
period (000 omitted) $263 $184 $105 $1

Ratio of expenses to
average net assets 1.20% 1.32% 1.04% 1.18%**

Ratio of net
investment income to
average net assets 5.25% 5.32% 5.62% 4.70%**
Portfolio turnover
rate 32.11% 27.37% 23.05% 22.08%**
</TABLE>

*Commencement of operations.

**Annualized.

101
<PAGE>

Financial
Highlights
- -------------

Municipal
Bond
Fund

[column graphic]

For a Class B share outstanding throughout each period*:

<TABLE>
<CAPTION>
For the fiscal year ended March 31,
1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
Class B Per-Share Data

Net asset value,
beginning of
period $11.45 $10.74 $10.63 $10.30 $10.12
-----------------------------------------------------------------------------------
Income from investment operations:

Net investment
income 0.42 0.44 0.45 0.43 0.44

Net realized and
unrealized gain (loss)
on investments 0.10 0.71 0.11 0.33 0.18
-----------------------------------------------------------------------------------
Total from
investment
operations 0.52 1.15 0.56 0.76 0.62
-----------------------------------------------------------------------------------
Less distributions:
Declared from
net investment
income (0.42) (0.44) (0.45) (0.43) (0.44)

From capital
gains (0.31) (0.00) (0.00) (0.00) (0.00)
-----------------------------------------------------------------------------------
Total distributions (0.73) (0.44) (0.45) (0.43) (0.44)
-----------------------------------------------------------------------------------
Net asset value,
end of period $11.24 $11.45 $10.74 $10.63 $10.30
-----------------------------------------------------------------------------------
Class B Ratios/Supplemental Data

Total return 4.64% 10.89% 5.32% 7.48% 6.37%

Net assets, end
of period
(000 omitted) $42,906 $40,023 $36,618 $33,869 $27,434

Ratio of expenses
to average net
assets 1.88% 1.89% 1.92% 1.93% 1.94%

Ratio of net
investment
income to
average net assets 3.68% 3.94% 4.18% 4.05% 4.41%

Portfolio turnover
rate 41.53% 27.86% 34.72% 42.02% 56.92
</TABLE>

*On December 2, 1995, Fund shares outstanding were designated Class B shares.

102
<PAGE>

Financial
Highlights
- -------------

Municipal
Bond
Fund

[column graphic]

For a Class Y share outstanding throughout each period:

<TABLE>
<CAPTION>
For the For the
period For the fiscal For the
from period year period from
12/30/98*** ended ended 12/29/95*
to 3/31/99 6/23/97** 3/31/97 to 3/31/96
<S> <C> <C> <C> <C>
Class Y Per-Share Data

Net asset value,
beginning of
period $11.58 $10.74 $10.63 $10.94
---------------------------------------------------------------------------------------------
Income from investment operations:
Net investment
income 0.13 0.10 0.52 0.12

Net realized and
unrealized gain
(loss) on
investments (0.03) 0.29 0.11 (0.31)
---------------------------------------------------------------------------------------------
Total from
investment
operations 0.10 0.39 0.63 (0.19)
---------------------------------------------------------------------------------------------
Less distributions:
Declared from
net investment
income (0.13) (0.10) (0.52) (0.12)

From capital
gains (0.31) (0.00) (0.00) (0.00)
---------------------------------------------------------------------------------------------
Total distributions (0.44) (0.10) (0.52) (0.12)
---------------------------------------------------------------------------------------------
Net asset value,
end of period $11.24 $11.03 $10.74 $10.63
---------------------------------------------------------------------------------------------
Class Y Ratios/Supplemental Data

Total return 0.80% 3.22% 5.96% -1.80%

Net assets, end of
period (000 omitted) $2 $0 $1 $1

Ratio of expenses
to average net
assets 1.00%**** 4.95%**** 1.28% 1.18%****

Ratio of net
investment income
to average net
assets 4.40%**** 4.12%**** 4.83% 4.33%****

Portfolio turnover
rate 41.53%**** 27.86% 34.72% 42.02%****
</TABLE>

*Initial commencement of operations.

**All outstanding shares were redeemed on June 23, 1997 at the ending net
asset value shown in the table.

***Recommencement of operations.

****Annualized.
103
<PAGE>

Financial
Highlights
- -------------

Science and
Technology Fund

[globe graphic]

For a Class B share outstanding throughout each period:

<TABLE>
<CAPTION>
For the
For the period from
fiscal year 7/31/97*
ended to
3/31/99 3/31/98
Class B Per-Share Data
<S> <C> <C>
Net asset value, beginning of
period $12.01 $10.00
--------------------------------------------------------------
Income from investment
operations:

Net investment loss (0.09) (0.07)

Net realized and unrealized
gain on investments 5.53 2.08
--------------------------------------------------------------
Total from investment operations 5.44 2.01
--------------------------------------------------------------
Net asset value, end of period $17.45 $12.01
--------------------------------------------------------------
Class B Ratios/Supplemental Data

Total return 45.30% 20.10%

Net assets, end of period
(000 omitted) $44,371 $7,615

Ratio of expenses to average
net assets 2.57% 3.20%**

Ratio of net investment loss to
average net assets -1.26% -1.66%**

Portfolio turnover rate 51.00% 26.64%
</TABLE>

*Commencement of operations.

**Annualized.

104
<PAGE>

Financial
Highlights
- -------------

Science and
Technology Fund

[globe graphic]

For a Class Y share outstanding throughout the period:

<TABLE>
<CAPTION>
For the
period from
6/9/98*
to
3/31/99
Class Y Per-Share Data
<S> <C>
Net asset value, beginning of period $12.20
--------------------------------------------------------------
Income from investment operations:

Net investment income 0.01

Net realized and unrealized gain
on investments 5.44
--------------------------------------------------------------
Total from investment operations 5.45
--------------------------------------------------------------
Net asset value, end of period $17.65
--------------------------------------------------------------
Class Y Ratios/Supplemental Data

Total return 44.67%

Net assets, end of period (000 omitted) $53

Ratio of expenses to average net assets 0.62%**

Ratio of net investment income to average net
assets 0.54%**

Portfolio turnover rate 51.00%**
</TABLE>

*Commencement of operations.

**Annualized.

105
<PAGE>

Financial
Highlights
- -------------

Total
Return
Fund

[globe graphic]

For a Class B share outstanding throughout each period*:

<TABLE>
<CAPTION>
For the fiscal year ended March 31,
1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
Class B Per-Share Data

Net asset value,
beginning of period $12.24 $9.09 $8.17 $6.37 $6.00
----------------------------------------------------------------------------------------
Income from investment operations:

Net investment
income (loss) 0.03 (0.02) (0.01) (0.01) (0.00)

Net realized and
unrealized gain on
investments 0.82 3.56 0.98 1.84 0.37
----------------------------------------------------------------------------------------
Total from investment
operations 0.85 3.54 0.97 1.83 0.37
----------------------------------------------------------------------------------------
Less distributions:

From net
investment income (0.01) (0.00) (0.00) (0.00) (0.00)

From capital gains (1.56) (0.39) (0.05) (0.03) (0.00)
----------------------------------------------------------------------------------------
Total distributions (1.57) (0.39) (0.05) (0.03) (0.00)
----------------------------------------------------------------------------------------
Net asset value, end of
period $11.52 $12.24 $9.09 $8.17 $6.37
----------------------------------------------------------------------------------------
Class B Ratios/Supplemental Data

Total return 7.47% 39.57% 11.93% 28.75% 6.17%

Net assets, end of period
(000 omitted) $508,210 $472,970 $317,453 $208,233 $104,691

Ratio of expenses to
average net assets 1.93% 1.92% 1.95% 1.99% 2.05%

Ratio of net investment
income (loss) to average
net assets 0.30% -0.23% -0.17% -0.11% -0.04%

Portfolio turnover rate 54.73% 36.94% 26.23% 16.78% 16.60%
</TABLE>

*On December 2, 1995, Fund shares outstanding were designated Class B shares.
Per-share and share amounts have been adjusted retroactively to reflect the
100% stock dividend effected June 26, 1998.

106
<PAGE>

Financial
Highlights
- -------------

Total
Return
Fund

[globe graphic]

For a Class Y share outstanding throughout each period*:

<TABLE>
<CAPTION>
For the
For the fiscal year period from
ended March 31, December 29,
--------------------------- 1995** to
1999 1998 1997 March 31, 1996
Class Y Per-Share Data
<S> <C> <C> <C> <C>
Net asset value,
beginning of period $12.46 $9.18 $8.19 $7.66
--------------------------------------------------------------------
Income from investment operations:

Net investment
income 0.12 0.05 0.02 0.02

Net realized and
unrealized gain
on investments 0.84 3.62 1.02 0.51
--------------------------------------------------------------------
Total from investment
operations 0.96 3.67 1.04 0.53
--------------------------------------------------------------------
Less distributions:

From net
investment
income ( 0.08) (0.00) (0.00) (0.00)

From capital
gains ( 1.56) (0.39) (0.05) (0.00)
--------------------------------------------------------------------
Total distributions ( 1.64) (0.39) (0.05) (0.00)
--------------------------------------------------------------------
Net asset value, end of
period $ 11.78 $12.46 $9.18 $8.19
--------------------------------------------------------------------
Class Y Ratios/Supplemental Data

Total return 8.37% 40.63% 12.69% 6.92%

Net assets, end of
period (000 omitted) $1,381 $943 $504 $87

Ratio of expenses to
average net assets 1.15% 1.20% 1.18% 0.96%***

Ratio of net
investment income to
average net assets 1.10% 0.50% 0.65% 1.04%***

Portfolio turnover
rate 54.73% 36.94% 6.23% 16.78%***
</TABLE>

*Per-share and share amounts have been adjusted retroactively to reflect the
100% stock dividend effected June 26, 1998.

**Commencement of operations.

***Annualized.

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>

Waddell &
Reed
Funds, Inc.

[globe graphic]

[leaf graphic]

[column graphic]

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

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

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

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

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

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

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

111
<PAGE>

[globe graphic]

[leaf graphic]

[column graphic]

WADDELL & REED
FUNDS, INC.

September 20, 1999

You can get more information about the Funds in--

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

o the Annual and Semiannual Reports to Shareholders, which detail each 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 a Fund's performance during the year covered by
the report.

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

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

The Funds' SEC file number is: 811-6569.

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

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

WRP4000(9-99)
<PAGE>

WADDELL & REED FUNDS, INC.

6300 Lamar Avenue

P. O. Box 29217

Shawnee Mission, Kansas 66201-9217

(913) 236-2000

September 20, 1999

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 Funds, Inc. (the "Corporation") dated
September 20, 1999, which may be obtained from the Corporation or its principal
underwriter and distributor, Waddell & Reed, Inc., at the address or telephone
number shown above.

TABLE OF CONTENTS

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

Investment Strategies, Policies and Practices..................... 6

Investment Management and Other Services ......................... 41

Purchase, Redemption and Pricing of Shares ....................... 47

Directors and Officers ........................................... 55

Payments to Shareholders ......................................... 63

Taxes ............................................................ 64

Portfolio Transactions and Brokerage ............................. 70

Other Information ................................................ 73

Appendix A ....................................................... 85

Financial Statements ............................................. 94

<PAGE>

Waddell & Reed Funds, Inc. is a mutual fund; an investment that pools
shareholders' money and invests it toward a specified goal. In technical terms,
the Corporation is an open-end, diversified management company organized as a
Maryland corporation on January 29, 1992.

PERFORMANCE INFORMATION

Waddell & Reed, Inc., the Corporation's principal underwriter and
distributor (the "Distributor"), or the Corporation may, from time to time,
publish for one or more of the eight Funds (each a "Fund" and collectively the
"Funds") 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. Total return is calculated by assuming an initial $1,000
investment. Class B shares redeemed during the first four years after their
purchase may be subject to a contingent deferred sales charge (the "CDSC") in a
maximum amount equal to 3%. See "Purchase, Redemption and Pricing of Shares."
The average annual total return quotations for Class B shares reflect the
imposition of the maximum applicable deferred sales charge. All dividends and
distributions are assumed to be reinvested in shares of the applicable class at
net asset value as of the day the dividend or distribution is paid. No sales
load is charged on reinvested dividends or distributions on Class B shares. The
formula used to calculate the average annual total return for a particular class
of a 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 that may not
reflect the deferred sales charge.

The average annual total return quotations for Class B shares of each Fund
with the maximum deferred sales charge deducted as of March 31, 1999, which is
the most recent balance sheet included in this SAI, for the periods shown were
as follows:

2
<PAGE>

<TABLE>
<CAPTION>
One Year Period Five Year Period Period from
From 4-1-98 From 4-1-94 9-21-92* to
to 3-31-99 3-31-99 3-31-99
--------------- ---------------- -----------
<S> <C> <C> <C>
Asset Strategy Fund -1.15% 6.63%**
Growth Fund 18.61% 22.68% 23.80%
High Income Fund -4.48% 4.07%***
International Growth Fund 7.36% 15.80% 11.73%
Limited-Term Bond Fund 1.65% 5.07% 4.47%
Municipal Bond Fund 1.70% 6.92% 6.54%
Science and Technology Fund 42.30% 38.24%***
Total Return Fund 4.65% 18.07% 16.81%
</TABLE>

*Date of initial public offering

**For the period from April 20, 1995, the date of initial public offering, to
March 31, 1999.

***For the period from July 31, 1997, the date of initial public offering, to
March 31, 1999.

The average annual total return quotations for the Class B shares of each
fund without the maximum deferred sales charge deducted as of March 31, 1999,
which is the most recent balance sheet included in this SAI, for the periods
shown were as follows:

<TABLE>
<CAPTION>
One Year Period Five Year Period Period from
From 4-1-98 From 4-1-94 9/21/92* to
to 3-31-99 to 3-31-99 3-31-99
--------------- ---------------- -----------
<S> <C> <C> <C>
Asset Strategy Fund 1.79% 6.84%**
Growth Fund 21.61% 22.68% 23.80%
High Income Fund -1.72% 5.81%***
International Growth Fund 10.36% 15.80% 11.73%
Limited-Term Bond Fund 4.65% 5.07% 4.47%
Municipal Bond Fund 4.64% 6.92% 6.54%
Science and Technology Fund 45.30% 39.69%***
Total Return Fund 7.47% 18.07% 16.81%
</TABLE>

*Date of initial public offering

**For the period from April 20, 1995, the date of initial public offering, to
March 31, 1999.

***For the period from July 31, 1997, the date of initial public offering, to
March 31, 1999.

International Growth Fund (formerly Global Income Fund) changed its name
and investment objective effective April 20, 1995. Prior to this change, this
Fund's policies related to providing a high level of current income rather than
long-term appreciation.

Prior to December 2, 1995, the Funds offered only one class of shares to
the public. Shares of each Fund outstanding on that date were designated as
Class B shares. Since that date, Class Y

3
<PAGE>

shares of each of the Funds have been available to certain institutional
investors.

The average annual total return quotations for Class Y shares as of March
31, 1999, which is the most recent balance sheet included in this SAI, for the
periods shown were as follows:

<TABLE>
<CAPTION>
One Year Period Period from
From 4-1-98 inception* to
to 3-31-99 3-31-99
--------------- --------------
<S> <C> <C>
Asset Strategy Fund 2.75% 8.19%
Growth Fund 22.73% 21.96%
High Income Fund 2.45%
International Growth Fund 11.41% 23.00%
Limited-Term Bond Fund 5.60% 5.29%
Municipal Bond Fund 0.80%**
Science and Technology Fund 44.67%
Total Return Fund 8.37% 20.49%
</TABLE>

*Each of these Funds (other than Municipal Bond Fund, Science and Technology
Fund and High Income Fund) commenced selling Class Y shares on December 29,
1995.

**For the period from December 30, 1998 through March 31, 1999.

High Income Fund commenced Class Y operations on December 30, 1998 and
Science and Technology Fund commenced Class Y operations on June 9, 1998.

No total return information is provided for Class C of a Fund since no
Class C had commenced operations as of March 31, 1999.

A 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 a Fund over a
given period of time. A yield quoted for a class of a 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:

4
<PAGE>

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

Where, with respect to a particular class of a 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 yields computed according to the formula for the 30-day period ended on
March 31, 1999, the date of the most recent balance sheet included in this SAI,
for Class B shares of each of Limited-Term Bond Fund and Municipal Bond Fund
are:

Limited-Term Bond Fund 4.60%
Municipal Bond Fund 4.15%

The yield computed according to the formula for the 30-day period ended
on March 31, 1999, the date of the most recent balance sheet included in this
SAI, for Class Y shares of each of Limited-Term Bond Fund and Municipal Bond
Fund are:

Limited-Term Bond Fund 5.47%
Municipal Bond Fund 4.40%

Municipal Bond Fund may also advertise or include in sales materials its
tax equivalent yield, which is calculated by applying the stated income tax rate
to only the net investment income exempt from 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 B shares of Municipal Bond Fund computed
according to the formula for the 30-day period ended on March 31, 1999, the date
of the most recent balance sheet included in this SAI, is 4.87%, 5.73%, 5.98%,
6.44% and 6.82% for marginal tax brackets of 15%, 28%, 31%, 36% and 39.6%,
respectively. The tax equivalent yield for Class Y shares of Municipal Bond Fund
computed according to the formula for the 30-day period ended on March 31, 1999,
the date of the most recent balance sheet included in this SAI, is 5.17%, 6.09%,
6.35%, 6.84% and 7.24% for marginal tax brackets of 15%, 28%, 31%, 36% and
39.6%, respectively.

No yield information is provided for Class C of Limited-Term Bond Fund or
Municipal Bond Fund since neither class had commenced operations as of March 31,
1999.

5
<PAGE>

Changes in yields primarily reflect different interest rates received by a
Fund as its portfolio securities change. Yield is also affected by portfolio
quality, portfolio maturity, type of securities held and operating expenses.
Yield quotations for Class B shares do not reflect the imposition of the
deferred sales charge described above. If such deferred sales charge imposed at
the time of redemption were reflected, it would reduce the performance quoted.

Performance Rankings

The Distributor or the Corporation also may from time to time publish for
one or more of the eight Funds 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 a 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, a 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.

All performance information that a Fund advertises or includes in sales
material is historical in nature and is not intended to represent or guarantee
future results. The value of a 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 Funds' investment manager, Waddell & Reed Investment Management Company
("WRIMCO"), may employ and the types of instruments in which a Fund may invest,
in pursuit of a Fund's goal(s). 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 a Fund's investment
policies and restrictions. WRIMCO buys an instrument or uses a technique only if
it believes that doing so will help a Fund achieve its goal(s). See "Investment
Restrictions and Limitations" for a listing of the fundamental and
non-

6
<PAGE>

fundamental (e.g., operating) investment restrictions and policies of each Fund.

Asset Allocation

Asset Strategy Fund allocates its assets among the following classes, or
types, of investments:

The short-term class includes all types of domestic and foreign securities
and money market instruments with remaining maturities of three years or less.
WRIMCO will seek to maximize total return within the short-term asset class by
taking advantage of yield differentials between different instruments, issuers,
and currencies. Short-term instruments may include corporate debt securities,
such as commercial paper and notes; government securities issued by U.S. or
foreign governments or their agencies or instrumentalities; bank deposits and
other financial institution obligations; repurchase agreements involving any
type of security; and other similar short-term instruments. These instruments
may be denominated in U.S. dollars or foreign currency.

The bond class includes all varieties of domestic and foreign fixed-income
securities with maturities greater than three years. WRIMCO seeks to maximize
total return within the bond class by adjusting Asset Strategy Fund's
investments in securities with different credit qualities, maturities, and
coupon or dividend rates, and by seeking to take advantage of yield
differentials between securities. Securities in this class may include bonds,
notes, adjustable-rate preferred stocks, convertible bonds, mortgage-related and
asset-backed securities, domestic and foreign government and government agency
securities, zero coupon bonds, and other intermediate and long-term securities.
As with the short-term class, these securities may be denominated in U.S.
dollars or foreign currency. Asset Strategy Fund may not invest more than 35% of
its total assets in lower quality, high-yielding debt securities.

The stock class includes domestic and foreign equity securities of all
types (other than adjustable rate preferred stocks, which are included in the
bond class). WRIMCO seeks to maximize total return within this asset class by
actively allocating assets to industry sectors expected to benefit from major
trends, and to individual stocks that WRIMCO believes to have superior growth
potential. Securities in the stock class may include common stocks, fixed-rate
preferred stocks (including convertible preferred stocks), warrants, rights,
depositary receipts, securities of closed-end investment companies, and other
equity securities issued by companies of any size, located anywhere in the
world.

WRIMCO seeks to take advantage of yield differentials by considering the
purchase or sale of instruments when differentials on spreads between various
grades and maturities of

7
<PAGE>

such instruments approach extreme levels relative to long-term norms.

In making asset allocation decisions, WRIMCO typically evaluates
projections of risk, market conditions, economic conditions, volatility, yields,
and returns.

Securities - General

The main types of securities in which the Funds may invest include common
stock, preferred stock, debt securities and convertible securities. Although
common stocks and other equity securities have a history of long-term growth in
value, their prices tend to fluctuate in the short term, particularly those of
smaller companies. A Fund may invest in preferred stock in any rating category
that is rated by an established rating service or, if unrated, judged by WRIMCO
to be of equivalent quality. Debt securities have varying levels of sensitivity
to changes in interest rates and varying degrees of quality. As a general
matter, however, when interest rates rise, the values of fixed-rate securities
fall and, conversely, when interest rates fall, the values of fixed-rate debt
rise. Similarly, long-term bonds are generally more sensitive to interest rate
changes than shorter-term bonds.

Lower quality debt securities (commonly called "junk bonds") are considered
to be speculative and involve greater risk of default or price changes due to
changes in the issuer's creditworthiness. The market prices of these securities
may fluctuate more than high-quality securities and may decline significantly in
periods of general economic difficulty. The market for lower-rated debt
securities may be thinner and less active than that for higher-rated debt
securities, which can adversely affect the prices at which the former are sold.
Adverse publicity and changing investor perceptions may decrease the values and
liquidity of lower-rated debt securities, especially in a thinly traded market.
Valuation becomes more difficult and judgment plays a greater role in valuing
lower-rated debt securities than with respect to securities for which more
external sources of quotations and last sale information are available. Since
the risk of default is higher for lower-rated debt securities, WRIMCO's research
and credit analysis are an especially important part of managing securities of
this type held by a Fund. WRIMCO continuously monitors the issuers of
lower-rated debt securities in a 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. A Fund may choose, at its expense or in
conjunction with others, to pursue litigation or otherwise exercise its rights
as a security holder to seek to protect the interests of security holders if it
determines this to be in the best interest of the Fund's shareholders.

A Fund may invest in debt securities rated in any rating category of the
established rating services, including securities

8
<PAGE>

rated in the lowest category (such as those rated D by Standard & Poor's ("S&P")
and C by Moody's Investors Service, Inc. ("MIS")). Debt securities rated D by
S&P or C by MIS are in payment default or are regarded as having extremely poor
prospects of ever attaining any real investment standing. Debt securities rated
at least BBB by S&P or Baa by MIS are considered to be investment grade debt
securities. Securities rated BBB or Baa may have speculative characteristics. In
addition, a Fund will treat unrated securities judged by WRIMCO to be of
equivalent quality to a rated security having that rating.

While credit ratings are only one factor WRIMCO relies on in evaluating
high-yield debt securities, certain risks are associated with credit ratings.
Credit ratings evaluate the safety of principal and interest payments, not
market value risk. Credit ratings for individual securities may change from time
to time, and a Fund may retain a portfolio security whose rating has been
changed.

Each of the Funds (other than Municipal Bond Fund) may purchase debt
securities whose principal amount at maturity is dependent upon the performance
of a specified equity security. The issuer of such debt securities, typically an
investment banking firm, is unaffiliated with the issuer of the equity security
to whose performance the debt security is linked. Equity-linked debt securities
differ from ordinary debt securities in that the principal amount received at
maturity is not fixed, but is based on the price of the linked equity security
at the time the debt security matures. The performance of equity-linked debt
securities depends primarily on the performance of the linked equity security
and may also be influenced by interest rate changes. In addition, although the
debt securities are typically adjusted for diluting events such as stock splits,
stock dividends and certain other events affecting the market value of the
linked equity security, the debt securities are not adjusted for subsequent
issuances of the linked equity security for cash. Such an issuance could
adversely affect the price of the debt security. In addition to the equity risk
relating to the linked equity security, such debt securities are also subject to
credit risk with regard to the issuer of the debt security. In general, however,
such debt securities are less volatile than the equity securities to which they
are linked.

Certain of the Funds may invest in convertible securities. A convertible
security is a bond, debenture, note, preferred stock or other security that may
be converted into or exchanged for a prescribed amount of common stock of the
same or different issuer within a particular period of time at a specified price
or formula. Convertible securities generally have higher yields than common
stocks of the same or similar issuers, but lower yields than comparable
nonconvertible securities, are less subject to fluctuation in the value that the
underlying stock because they have fixed income characteristics, and provide the

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potential for capital appreciation if the market price of the underlying common
stock increases.

The value of a convertible security is influenced by changes in interest
rates, with investment value declining as interest rates increase and increasing
as interest rates decline. The credit standing of the issuer and other factors
also may have an effect on the convertible security's investment value.

Each of the Funds (other than Municipal Bond Fund) may also invest in a
type of convertible preferred stock that pays a cumulative, fixed dividend that
is senior to, and expected to be in excess of, the dividends paid on the common
stock of the issuer. At the mandatory conversion date, the preferred stock is
converted into not more than one share of the issuer's common stock at the "call
price" that was established at the time the preferred stock was issued. If the
price per share of the related common stock on the mandatory conversion date is
less than the call price, the holder of the preferred stock will nonetheless
receive only one share of common stock for each share of preferred stock (plus
cash in the amount of any accrued but unpaid dividends). At any time prior to
the mandatory conversion date, the issuer may redeem the preferred stock upon
issuing to the holder a number of shares of common stock equal to the call price
of the preferred stock in effect on the date of redemption divided by the market
value of the common stock, with such market value typically determined one or
two trading days prior to the date notice of redemption is given. The issuer
must also pay the holder of the preferred stock cash in an amount equal to any
accrued but unpaid dividends on the preferred stock. This convertible preferred
stock is subject to the same market risk as the common stock of the issuer,
except to the extent that such risk is mitigated by the higher dividend paid on
the preferred stock. The opportunity for equity appreciation afforded by an
investment in such convertible preferred stock, however, is limited, because in
the event the market value of the issuer's common stock increases to or above
the call price of the preferred stock, the issuer may (and would be expected to)
call the preferred stock for redemption at the call price. This convertible
preferred stock is also subject to credit risk with regard to the ability of the
issuer to pay the dividend established upon issuance of the preferred stock.
Generally, convertible preferred stock is less volatile than the related common
stock of the issuer.

Specific Securities and Investment Practices

U.S. Government Securities

Securities issued or guaranteed by the U.S. Government or its agencies or
instrumentalities ("U.S. Government securities") are high quality debt
instruments issued or guaranteed as to principal or interest by the U.S.
Treasury or an agency or instrumentality of the U.S. Government. These
securities include

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<PAGE>

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 (formerly, 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. Limited-Term Bond Fund will invest in securities of agencies and
instrumentalities only if WRIMCO is satisfied that the credit risk involved is
acceptable.

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.

Money Market Instruments

Money market instruments are high-quality, short-term debt instruments that
present minimal credit risk. They may include

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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.

A Fund may invest in zero coupon securities that are "stripped" U.S.
Treasury notes and bonds, zero coupon bonds of corporate issuers and other
securities that are issued with original issue discount ("OID"). The Federal tax
law requires that a holder of a security with OID accrue a ratable portion of
the OID on the security as income each year, even though the holder may receive
no interest payment on the security during the year. Accordingly, although a
Fund will receive no payments on its zero coupon securities prior to their
maturity or disposition, it will have current income attributable to those
securities and includable in the dividends paid to its shareholders. Those
dividends will be paid from a Fund's cash assets or by liquidation of portfolio
securities, if necessary, at a time when the Fund otherwise might not have done
so.

A broker-dealer creates a derivative zero by separating the interest and
principal components of a U.S. Treasury security and selling them as two
individual securities. CATS (Certificates of Accrual on Treasury Securities),
TIGRs (Treasury Investment Growth Receipts), and TRs (Treasury Receipts) are
examples of derivative zeros.

A 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. 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.

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Municipal Bonds

Municipal bonds are issued by a wide range of state and local governments,
agencies and authorities for various purposes. The two main kinds of municipal
bonds are general obligation bonds and revenue bonds. In 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 bonds issued by state and local government authorities
and agencies are industrial development bonds. Only those industrial development
bonds the interest on which is free from Federal income taxation (although it
may be an item of tax preference for purposes of the Federal alternative minimum
tax ("AMT")) will be considered municipal bonds. In general, industrial
development bonds are revenue bonds and are issued by or on behalf of public
authorities to obtain funds to finance privately operated facilities. They
generally depend for their credit quality on the credit standing of the company
involved. Such entities and persons should consult with their tax advisers
before investing in Municipal Bond Fund.

Municipal leases and participation interests therein are another specific
type of municipal bond. The factors that WRIMCO considers in determining whether
or not any rated municipal lease obligations are liquid include the following:
(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. 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 Funds have not held and do not intend to hold such 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 a 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

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<PAGE>

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 a means 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-purchased agreement as its base. 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 Funds rely on the opinion of bond counsel for the issuer in
determining whether obligations are municipal bonds. If a court should hold that
an obligation held by Municipal Bond Fund is not a municipal bond (i.e., that
the interest thereon is taxable), Municipal Bond Fund will sell the obligation
as soon as possible, but it might incur a loss upon such sale.

With respect to ratings of municipal bonds (see Appendix A to this SAI),
now or in the future, S&P, or MIS may use different rating designations for
municipal bonds depending on their maturities on issuance or other
characteristics. For example, MIS currently rates the top four categories of
"municipal notes" (i.e., municipal bonds generally with a maturity at the time
of issuance ranging from six months to three years) as MIG 1, MIG 2, MIG 3 and
MIG 4. A Fund is not required to dispose of any municipal bond if its rating
falls below the rating required for its purchase, nor does such a fall in rating
affect the amount of unrated municipal bonds that a Fund may buy.

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

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

Stripped Mortgage-Backed Securities. Stripped mortgage-backed securities
are created when a U.S. Government agency or a financial institution separates
the interest and principal components of a mortgage-backed security and sells
them as individual securities. The holder of the "principal-only" security
("PO") receives the principal payments made by the underlying mortgage-backed
security, while the holder of the "interest-only" security ("IO") receives
interest payments from the same underlying security.

For example, 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 government guaranteed 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

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sale contracts, home equity loans, leases of various types of real and personal
property and receivables from revolving credit (credit card) agreements. Such
assets are securitized through the use of trusts or special purpose
corporations. Payments or distributions of principal and interest may be
guaranteed up to a certain amount and for a certain time period by a letter of
credit or pool insurance policy issued by a financial institution unaffiliated
with the issuer, or other credit enhancements may be present. The value of
asset-backed securities may also depend on the creditworthiness of the servicing
agent for the loan pool, the originator of the loans, or the financial
institution providing the credit enhancement.

Special Characteristics of Mortgage-Backed and Asset-Backed Securities. The
yield characteristics of mortgage-backed and asset-backed securities differ from
those of traditional debt securities. Among the major differences are that
interest and principal payments are made more frequently, usually monthly, and
that principal may be prepaid at any time because the underlying mortgage loans
or other obligations generally may be prepaid at any time. Prepayments on a pool
of mortgage loans are influenced by a variety of economic, geographic, social
and other factors, including changes in mortgagors' housing needs, job
transfers, unemployment, mortgagors' net equity in the mortgaged properties and
servicing decisions. Generally, however, prepayments on fixed-rate mortgage
loans will increase during a period of falling interest rates and decrease
during a period of rising interest rates. Similar factors apply to prepayments
on asset-backed securities, but the receivables underlying asset-backed
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

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assumption. The average life of pass-through pools varies with the maturities of
the underlying mortgage loans. A pool's term may be shortened by unscheduled or
early payments of principal on the underlying mortgages. Because prepayment
rates of individual pools vary widely, it is not possible to predict accurately
the average life of a particular pool. In the past, a common industry practice
has been to assume that prepayments on pools of fixed-rate 30-year mortgages
would result in a 12-year average life for the pool. At present, mortgage pools,
particularly those with loans with other maturities or different
characteristics, are priced on an assumption of average life determined for each
pool. In periods of declining interest rates, the rate of prepayment tends to
increase, thereby shortening the actual average life of a pool of
mortgage-related securities. Conversely, in periods of rising interest rates,
the rate of prepayment tends to decrease, thereby lengthening the actual average
life of the pool. Changes in the rate or "speed" of these payments can cause the
value of the mortgage backed securities to fluctuate rapidly. However, these
effects may not be present, or may differ in degree, if the mortgage loans in
the pools have adjustable interest rates or other special payment terms, such as
a prepayment charge. Actual prepayment experience may cause the yield of
mortgage-backed securities to differ from the assumed average life yield.

The market for privately issued mortgage-backed and asset-backed securities
is smaller and less liquid than the market for U.S. Government mortgage-backed
securities. CMO classes may be specifically structured in a manner that provides
any of a wide variety of investment characteristics, such as yield, effective
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. Each Fund may invest in variable and floating rate
instruments as long as WRIMCO

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determines that it is consistent with the Fund's goal(s) and investment
policies.

Bank Deposits

Among the debt securities in which the Funds may invest are deposits in
banks (represented by certificates of deposit or other evidence of deposit
issued by such banks) of varying maturities. The Federal Deposit Insurance
Corporation insures the principal of certain such deposits, currently to the
extent of $100,000 per bank. Bank deposits are not marketable, and a Fund may
invest in them only within the limit mentioned under "Illiquid Investments"
unless such obligations are payable at principal amount plus accrued interest on
demand or within seven days after demand.

Indexed Securities

Each Fund (other than Municipal Bond Fund) may purchase securities the
value of which varies in relation to the value of other securities, securities
indices, currencies, precious metals or other commodities, or other financial
indicators, subject to its operating policy regarding derivative instruments.
Indexed securities typically, but not always, are debt securities or deposits
whose value at maturity or coupon rate is determined by reference to a specific
instrument or statistic. The performance of indexed securities depends to a
great extent on the performance of the security, currency or other instrument to
which they are indexed and may also be influenced by interest rate changes in
the United States and abroad. At the same time, indexed securities are subject
to the credit risks associated with the issuer of the security and their values
may decline substantially if the issuer's creditworthiness deteriorates. Indexed
securities may be more volatile than the underlying investments. Gold-indexed
securities, for example, typically provide for a maturity value that depends on
the price of gold, resulting in a security whose price tends to rise and fall
together with gold prices. Currency-indexed securities typically are short-term
to intermediate-term debt securities whose maturity values or interest rates are
determined by reference to the values of one or more specified foreign
currencies, and may offer higher yields than U.S. dollar-denominated securities
of equivalent issuers. Currency-indexed securities may be positively or
negatively indexed; that is, their maturity value may increase when the
specified currency value increases, resulting in a security that performs
similarly to a foreign-denominated instrument, or their maturity value may
decline when foreign currencies increase, resulting in a security whose price
characteristics are similar to a put on the underlying currency.
Currency-indexed securities may also have prices that depend on the values of a
number of different foreign currencies relative to each other.

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<PAGE>

Recent issuers of indexed securities have included banks, corporations, and
certain U.S. Government agencies. WRIMCO will use its judgment in determining
whether indexed securities should be treated as short-term instruments, bonds,
stocks, or as a separate asset class for purposes of Asset Strategy Fund's
investment allocations, depending on the individual characteristics of the
securities. Certain indexed securities that are not traded on an established
market may be deemed illiquid.

Loans and Other Direct Debt Instruments

Direct debt instruments are interests in amounts owed by a corporate,
governmental, or other borrower to lenders or lending syndicates (loans and loan
participations), to suppliers of goods or services (trade claims or other
receivables), or to other parties. Direct debt instruments are subject to a
Fund's policies regarding the quality of debt securities.

Purchasers of loans and other forms of direct indebtedness depend primarily
upon the creditworthiness of the borrower for payment of principal and interest.
Direct debt instruments may not be rated by any nationally recognized rating
service. If a Fund does not receive scheduled interest or principal payments on
such indebtedness, the Fund's share price and yield could be adversely affected.
Loans that are fully secured offer a Fund more protections than an unsecured
loan in the event of non-payment of scheduled interest or principal. However,
there is no assurance that the liquidation of collateral from a secured loan
would satisfy the borrower's obligation, or that the collateral could be
liquidated. Indebtedness of borrowers whose creditworthiness is poor involves
substantially greater risks, and may be highly speculative. Borrowers that are
in bankruptcy or restructuring may never pay off their indebtedness, or may pay
only a small fraction of the amount owed. Direct indebtedness of developing
countries also involves a risk that the governmental entities responsible for
the repayment of the debt may be unable, or unwilling, to pay interest and
principal when due.

Investments in loans through direct assignment of a financial institution's
interests with respect to a loan may involve additional risks to a Fund. For
example, if a loan is foreclosed, a Fund could become part owner of any
collateral, and would bear the costs and liabilities associated with owning and
disposing of the collateral. Direct debt instruments may also involve a risk of
insolvency of the lending bank or other intermediary. Direct debt instruments
that are not in the form of securities may offer less legal protection to a Fund
in the event of fraud or misrepresentation. In the absence of definitive
regulatory guidance, a Fund relies on WRIMCO's research in an attempt to avoid
situations where fraud or misrepresentation could adversely affect the Fund.

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<PAGE>

A loan is often administered by a bank or other financial institution that
acts as agent for all holders. The agent administers the terms of the loan, as
specified in the loan agreement. Unless, under the terms of the loan or other
indebtedness, a Fund has direct recourse against the borrower, it may have to
rely on the agent to apply appropriate credit remedies against a borrower. If
assets held by the agent for the benefit of a Fund were determined to be subject
to the claims of the agent's general creditors, the Fund might incur certain
costs and delays in realizing payment on the loan or loan participation and
could suffer a loss of principal or interest.

Direct indebtedness purchased by a Fund may include letters of credit,
revolving credit facilities, or other standby financing commitments obligating a
Fund to pay additional cash on demand. These commitments may have the effect of
requiring a Fund to increase its investment in a borrower at a time when it
would not otherwise have done so, even if the borrower's condition makes it
unlikely that the amount will ever be repaid. A Fund will set aside appropriate
liquid assets in a segregated custodial account to cover its potential
obligations under standby financing commitments.

For purposes of the limitations on the amount of total assets that a Fund
will invest in any one issuer or in issuers within the same industry, a Fund
generally will treat the borrower as the "issuer" of indebtedness held by the
Fund. In the case of loan participations where a bank or other lending
institution serves as financial intermediary between a Fund and the borrower, if
the participation does not shift to the Fund the direct debtor-creditor
relationship with the borrower, Securities and Exchange Commission ("SEC")
interpretations require the Fund, in appropriate circumstances, to treat both
the lending bank or other lending institution and the borrower as "issuers" for
these purposes. Treating a financial intermediary as an issuer of indebtedness
may restrict a Fund's ability to invest in indebtedness related to a single
financial intermediary, or a group of intermediaries engaged in the same
industry, even if the underlying borrowers represent many different companies
and industries.

Foreign Securities and Currencies

International Growth Fund, Asset Strategy Fund, Total Return Fund, Growth
Fund, Science and Technology Fund and High Income Fund may purchase securities
of foreign issuers, including depositary receipts, subject to the restrictions
described in the

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Prospectus and this SAI. Limited-Term Bond Fund and Municipal Bond Fund may not
invest in foreign securities.

In general, depositary receipts are securities convertible into and
evidencing ownership of securities of foreign corporate issuers, although
depositary receipts may not necessarily be denominated in the same currency as
the securities into which they may be converted. American depositary receipts,
in registered form, are dollar-denominated receipts typically issued by a U.S.
bank or trust company evidencing ownership of the underlying securities.
International depositary receipts and European depositary receipts, in bearer
form, are foreign receipts evidencing a similar arrangement and are designed for
use by non-U.S. investors and traders in non-U.S. markets. Global depositary
receipts are designed to facilitate the trading of foreign issuers by U.S. and
non-U.S. investors and traders.

WRIMCO believes that there are investment opportunities as well as risks in
investing in foreign securities. Individual foreign economies may differ
favorably or unfavorably from the U.S. economy or each other in such matters as
gross national product, rate of inflation, capital reinvestment, resource
self-sufficiency and balance of payments position. Individual foreign companies
may also differ favorably or unfavorably from domestic companies in the same
industry. Foreign currencies may be stronger or weaker than the U.S. dollar or
than each other. Thus, the value of securities denominated in or indexed to
foreign currencies, and of dividends and interest from such securities, can
change significantly when foreign currencies strengthen or weaken relative to
the U.S. dollar. WRIMCO believes that ability to invest assets abroad might
enable a Fund to take advantage of these differences and strengths where they
are favorable.

However, foreign securities and foreign currencies involve additional
significant risks, apart from the risks inherent in U.S. investments. Foreign
securities markets generally have less trading volume and less liquidity than
U.S. markets, and prices on some foreign markets can be highly volatile. Many
foreign countries lack uniform accounting and disclosure standards comparable to
those applicable to U.S. companies, and it may be more difficult to obtain
reliable information regarding an issuer's financial conditions and operations.
In addition, the costs of foreign investing, including withholding taxes,
brokerage commissions and custodial costs, are generally higher than for U.S.
investments.

Foreign markets may offer less protection to investors than U.S. markets.
Foreign issuers, brokers and securities markets may be subject to less
government supervision. Foreign security trading practices, including those
involving the release of assets in advance of payment, may involve increased
risks in the event of a failed trade or the insolvency of a broker-dealer, and

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<PAGE>

may involve substantial delays. It may also be difficult to enforce legal rights
in foreign countries.

Investing abroad also involves different political and economic risks.
Foreign investments may be affected by actions of foreign governments adverse to
the interests of U.S. investors, including the possibility of expropriation or
nationalization of assets, confiscatory taxation, restrictions on U.S.
investment or on the ability to repatriate assets or convert currency into U.S.
dollars, or other government intervention. There may be greater possibility of
default by foreign governments or government-sponsored enterprises. Investments
in foreign countries also involve a risk of local political, economic, or social
instability, military action or unrest, or adverse diplomatic developments.
There is no assurance that WRIMCO will be able to anticipate these potential
events or counter their effects.

The considerations noted above generally are intensified in developing
countries. A developing country is a nation that, in WRIMCO's opinion, is likely
to experience long-term gross domestic product growth above that expected to
occur in the United States, the United Kingdom, France, Germany, Italy, Japan
and Canada. Developing countries may have relatively unstable governments,
economies based on only a few industries and securities markets that trade a
small number of securities.

Certain foreign securities impose restrictions on transfer within the
United States or to U.S. persons. Although securities subject to transfer
restrictions may be marketable abroad, they may be less liquid than foreign
securities of the same class that are not subject to such restrictions.

Each of the Funds (other than Limited-Term Bond Fund and Municipal Bond
Fund) may purchase and sell foreign currency and invest in foreign currency
deposits, and may enter into forward currency contracts, as described in the
Prospectus and this SAI. Each of those Funds may incur a transaction charge in
connection with the exchange of currency. Currency conversion involves dealer
spreads and other costs, although commissions are not usually charged. See
"Options, Futures and Other Strategies - Forward Currency Contracts" below.

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, a 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

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<PAGE>

a security under an effective registration statement. If, during such a period,
adverse market conditions were to develop, a 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 a Fund from reselling the securities at a
time when such sale would be desirable. Restricted securities in which a 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."

Lending Securities

Securities loans may be made by each Fund (except Municipal Bond Fund) on a
short-term or long-term basis for the purpose of increasing the Fund's income.
If a Fund lends securities, the borrower pays the Fund an amount equal to the
dividends or interest on the securities that the Fund would have received if it
had not lent the securities. The Fund also receives additional compensation.
Each of the Funds makes loans of its securities only to parties deemed by WRIMCO
to be creditworthy.

Any securities loan that a Fund makes must be collateralized in accordance
with applicable regulatory requirements (the "Guidelines"). At the time of each
loan, the Fund must receive collateral equal to no less than 100% of the market
value of the securities loaned. Under the present Guidelines, the collateral
must consist of cash, U.S. Government securities or bank letters of credit, at
least equal in value to the market value of the securities lent on each day that
the loan is outstanding. If the market value of the lent securities exceeds the
value of the collateral, the borrower must add more collateral so that it at
least equals the market value of the securities lent. If the market value of the
securities decreases, the borrower is entitled to the return of the excess
collateral.

There are two methods of receiving compensation for making loans. The first
is to receive a negotiated loan fee from the borrower. This method is available
for all three types of collateral. The second method, which is not available
when letters of credit are used as collateral, is for a Fund to receive interest
on the investment of the cash collateral or to receive interest on the U.S.
Government securities used as collateral. Part of the interest received in
either case may be shared with the borrower.

The letters of credit that a Fund may accept as collateral are agreements
by banks (other than the borrowers of the Fund's securities), entered into at
the request of the borrower and for its account and risk, under which the banks
are obligated to pay

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<PAGE>

to the Fund, while the letter is in effect, amounts demanded by the Fund if the
demand meets the terms of the letter. The Fund's right to make this demand
secures the borrower's obligations to it. The terms of any such letters and the
creditworthiness of the banks providing them (which might include the Fund's
custodian bank) must be satisfactory to the Fund. Under the Funds' current
securities lending procedures, a Fund may lend securities only to broker-dealers
and financial institutions deemed creditworthy by WRIMCO. A Fund will make loans
only under rules of the New York Stock Exchange ("NYSE"), which presently
require the borrower to return the securities to the Fund within five business
days after the Fund gives notice to do so. If a Fund loses its voting rights on
securities loaned, it will have the securities returned to it in time to vote
them if a material event affecting the investment is to be voted on. A Fund may
pay reasonable finder's, administrative and custodian fees in connection with
loans of securities.

There may be risks of delay in receiving additional collateral from the
borrower if the market value of the securities loaned increases, risks of delay
in recovering the securities loaned or even loss of rights in the collateral
should the borrower of the securities fail financially.

Some, but not all, of these rules are necessary to meet requirements of
certain laws relating to securities loans. These rules will not be changed
unless the change is permitted under these requirements. These requirements do
not cover the present rules, which may be changed without shareholder vote, as
to (i) whom securities may be loaned, (ii) the investment of cash collateral, or
(iii) voting rights.

Repurchase Agreements

Each of the Funds may purchase securities subject to repurchase agreements
subject to its limitation on investment in illiquid investments. See "Illiquid
Investments." A repurchase agreement is an instrument under which a 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 a Fund would 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 a 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.

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<PAGE>

In the event of bankruptcy or other default by the seller, there may be possible
delays and expenses in liquidating the underlying securities or other
collateral, decline in their value and loss of interest. The return on such
collateral may be more or less than that from the repurchase agreement. The
Funds' 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 on the basis of criteria established by the Board of
Directors.

Warrants and Rights

Warrants are options to purchase equity securities at a specified price
valid for a specific period of time. Their prices do not necessarily move
parallel to the prices of the underlying securities. Rights are similar to
warrants, but normally have a short duration and are distributed directly by the
issuer to its shareholders. Rights and warrants have no voting rights, receive
no dividends, and have no rights with respect to the assets of the issuer.
Warrants and rights are highly volatile and, therefore, more susceptible to
sharp decline in value than the underlying security might be. They are also
generally less liquid than an investment in the underlying shares.

When-Issued and Delayed-Delivery Transactions

Each Fund may purchase any securities in which it may invest on a
when-issued or delayed-delivery basis or sell them on a delayed-delivery basis.
In either case payment and delivery for the securities takes place at a future
date. The securities so purchased or sold by a Fund are subject to market
fluctuation; their value may be less or more when delivered than the purchase
price paid or received. When purchasing securities on a when issued or
delayed-delivery basis, a Fund assumes the rights and risks of ownership,
including the risk of price and yield fluctuations. No interest accrues to a
Fund until delivery and payment is completed. When a Fund makes a commitment to
purchase securities on a when-issued or delayed-delivery basis, it will record
the transaction and thereafter reflect the value of the securities in
determining its net asset value per share. When a Fund sells a security on a
delayed-delivery basis, the Fund does not participate in further gains or losses
with respect to the security. When a Fund makes a commitment to sell securities
on a delayed-delivery basis, it will record the transaction and thereafter value
the securities at the sales price in determining the Fund's net asset value per
share. If the other party to a delayed-delivery transaction fails to deliver or
pay for the

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<PAGE>

securities, a Fund could miss a favorable price or yield opportunity, or could
suffer a loss.

Ordinarily a Fund purchases securities on a when-issued or delayed-delivery
basis with the intention of actually taking delivery of the securities. However,
before the securities are delivered to the Fund and before it has paid for them
(the "settlement date"), the Fund could sell the securities if WRIMCO decided it
was advisable to do so for investment reasons. The Fund will hold aside or
segregate cash or other securities, other than those purchased on a when-issued
or delayed-delivery basis, at least equal to the amount it will have to pay on
the settlement date; these other securities may, however, be sold at or before
the settlement date to pay the purchase price of the when-issued or
delayed-delivery securities.

Investment Company Securities

Certain of the Funds may purchase securities of closed-end investment
companies. As a shareholder in an investment company, a 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.

Precious Metals

The ability of Asset Strategy Fund to purchase and hold precious metals
such as gold, silver and platinum may allow it to benefit from a potential
increase in the price of precious metals or stability in the price of such
metals at a time when the value of securities may be declining. For example,
during periods of declining stock prices, the price of gold may increase or
remain stable, while the value of the stock market may be subject to a general
decline.

Precious metals prices are affected by various factors, such as economic
conditions, political events and monetary policies. As a result, the price of
gold, silver or platinum may fluctuate widely. The sole source of return to
Asset Strategy Fund from such investments will be gains realized in sales; a
negative return will be realized if the metal is sold at a loss. Investments in
precious metals do not provide a yield. Asset Strategy Fund's direct investment
in precious metals may be limited by tax considerations. See "Taxes" below for a
more detailed discussion of the tax implications of investments in Precious
metals.

Illiquid Investments

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

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<PAGE>

(i) repurchase agreements not terminable within seven days;

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

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

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

(v) restricted securities not determined to be liquid pursuant to
guidelines established by the Board of Directors;

(vi) securities involved in swap, cap, collar and floor transactions;

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

(viii) direct debt instruments.

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

If through a change in values, net assets, or other circumstances, each
Fund (except Asset Strategy Fund) were in a position where more than 10% (15%
for Asset Strategy Fund) of its net assets were invested in illiquid securities,
it would seek to take appropriate steps to protect liquidity.

Options, Futures and Other Strategies

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

Generally, a Fund may purchase and sell any type of Financial Instrument.
However, as an operating policy, a Fund will only purchase or sell a particular
Financial Instrument if the Fund is authorized to invest in the type of asset by
which the return on, or value of, the Financial Instrument is primarily
measured. Since each fund (other than Municipal Bond Fund and Limited-Term Bond
Fund) is authorized to invest in Foreign securities, those Funds may purchase
and sell Foreign currency derivatives.

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<PAGE>

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 a Fund's portfolio. Thus, in a short hedge, a 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 a Fund intends to acquire. Thus, in a long
hedge, a 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, a 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 a Fund
does not complete the hedge by purchasing the security it anticipated
purchasing, the effect on the Fund's portfolio is the same as if the transaction
were entered into for speculative purposes.

Financial Instruments on securities generally are used to attempt to hedge
against price movements in one or more particular securities positions that a
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 a 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 SEC, the several exchanges upon which they are traded and the Commodity
Futures Trading Commission (the "CFTC"). In addition, a Fund's ability to use
Financial Instruments will be limited by tax considerations. See "Taxes."

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

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<PAGE>

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 a 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, currency and interest
rate markets, which requires different skills than predicting changes in the
prices of individual securities. There can be no assurance that any particular
strategy will succeed, and use of Financial Instruments could result in a loss,
regardless of whether the intent was to reduce risk or increase return.

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

Because there are a limited number of types of exchange-traded options and
futures contracts, it is likely that the standardized contracts available will
not match a Fund's current or anticipated investments exactly. A 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 a 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

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<PAGE>

and securities are traded, or from imposition of daily price fluctuation limits
or trading halts. A 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 a 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 a
Fund entered into a short hedge because WRIMCO projected a decline in the price
of a security in the Fund's portfolio, and the price of that security increased
instead, the gain from that increase might be wholly or partially offset by a
decline in the price of the Financial Instrument. Moreover, if the price of the
Financial Instrument declined by more than the increase in the price of the
security, the Fund could suffer a loss. In either such case, the Fund would have
been in a better position had it not attempted to hedge at all.

(4) As described below, a Fund might be required to maintain assets as
"cover," maintain segregated 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 a 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 a 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 a Fund sell a portfolio
security at a disadvantageous time.

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

Cover. Transactions using Financial Instruments, other than purchased
options, expose the Fund to an obligation to another party. A Fund will not
enter into any such transactions unless it owns either (1) an offsetting
("covered") position in securities, currencies or other options, futures
contracts or

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<PAGE>

forward contracts, or (2) cash and liquid assets with a value, marked-to-market
daily, sufficient to cover its potential obligations to the extent not covered
as provided in (1) above. Each 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 a Fund's assets to cover or accounts could impede portfolio
management or the Fund's ability to meet redemption requests or other current
obligations.

Options. A call option gives the purchaser the right to buy, and obligates
the writer to sell, the underlying investment at the agreed-upon price during
the option period. A put option gives the purchaser the right to sell, and
obligates the writer to buy, the underlying investment at the agreed-upon price
during the option period. Purchasers of options pay an amount, known as a
premium, to the option writer in exchange for the right under the option
contract.

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

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

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

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<PAGE>

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.

A Fund may effectively terminate its right or obligation under an option by
entering into a closing transaction. For example, a 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, a 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 a Fund to realize profits or limit
losses on an option position prior to its exercise or expiration.

A type of put that a 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 a 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 a Fund's net asset value being more sensitive to changes in
the value of the related instrument. A 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 a Fund and
its counterparty (usually a securities dealer or a bank) with no clearing
organization guarantee. Thus, when a 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.

A 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. However, there can be no assurance that a Fund will in fact be able to
close out an OTC option position at a favorable price prior to expiration. In
the event of

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<PAGE>

insolvency of the counterparty, a Fund might be unable to close out an OTC
option position at any time prior to its expiration.

If a 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 a 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 a Fund writes a
call on an index, it receives a premium and agrees that, prior to the expiration
date, the purchaser of the call, upon exercise of the call, will receive from
the Fund an amount of cash if the closing level of the index upon which the call
is based is greater than the exercise price of the call. The amount of cash is
equal to the difference between the closing price of the index and the exercise
price of the call times a specified multiple ("multiplier"), which determines
the total dollar value for each point of such difference. When a 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 a 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 a 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 a 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.

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<PAGE>

Even if a 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, a 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 common stock, because
there the writer's obligation is to deliver the underlying security, not to pay
its value as of a fixed time in the past. So long as the writer already owns the
underlying security, it can satisfy its settlement obligations by simply
delivering it, and the risk that its value may have declined since the exercise
date is borne by the exercising holder. In contrast, even if the writer of an
index call holds securities that exactly match the composition of the underlying
index, it will not be able to satisfy its assignment obligations by delivering
those securities against payment of the exercise price. Instead, it will be
required to pay cash in an amount based on the closing index value on the
exercise date. By the time it learns that it has been assigned, the index may
have declined, with a corresponding decline in the value of its portfolio. This
"timing risk" is an inherent limitation on the ability of index call writers to
cover their risk exposure by holding securities positions.

If a 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 a Fund great flexibility to tailor the
option to its needs, OTC options generally involve greater risk than
exchange-traded options, which are guaranteed by the clearing organization of
the exchanges where they are traded.

Generally, OTC foreign currency options used by a Fund are European-style
options. This means that the option is only exercisable immediately prior to its
expiration. This is in contrast to American-style options, which are exercisable
at any time prior to the expiration date of the option.

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<PAGE>

Futures Contracts and Options on Futures Contracts. The purchase of futures
or call options on futures can serve as a long hedge, and the sale of futures or
the purchase of put options on futures can serve as a short hedge. Writing call
options on futures contracts can serve as a limited short hedge, using a
strategy similar to that used for writing call options on securities or indices.
Similarly, writing put options on futures contracts can serve as a limited long
hedge. Futures contracts and options on futures contracts can also be purchased
and sold to attempt to enhance income or yield.

In addition, futures strategies can be used to manage the average duration
of a Fund's fixed-income portfolio. If WRIMCO wishes to shorten the average
duration of a 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 a Fund's
fixed-income portfolio, the Fund may buy a debt futures contract or a call
option thereon, or sell a put option thereon.

No price is paid upon entering into a futures contract. Instead, at the
inception of a futures contract a 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 a Fund purchases an option on a future, the premium paid plus
transaction costs is all that is at risk. In contrast, when a Fund purchases or
sells a futures contract or writes a call or put option thereon, it is subject
to daily variation margin calls that could be substantial in the event of
adverse price movements. If the Fund has insufficient cash to meet daily
variation margin requirements, it might need to sell securities at a time when
such sales are disadvantageous.

Purchasers and sellers of futures contracts and options on futures can
enter into offsetting closing transactions, similar to closing transactions in
options, by selling or purchasing,

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<PAGE>

respectively, an instrument identical to the instrument purchased or sold.
Positions in futures and options on futures may be closed only on an exchange or
board of trade that provides a secondary market. However, there can be no
assurance that a liquid secondary market will exist for a particular contract at
a particular time. In such event, it may not be possible to close a futures
contract or options position.

Under certain circumstances, futures exchanges may establish daily limits
on the amount that the price of a futures contract or an option on a futures
contract can vary from the previous day's settlement price; once that limit is
reached, no trades may be made that day at a price beyond the limit. Daily price
limits do not limit potential losses because prices could move to the daily
limit for several consecutive days with little or no trading, thereby preventing
liquidation of unfavorable positions.

If a Fund were unable to liquidate a futures contract or an option on a
futures position due to the absence of a liquid secondary market or the
imposition of price limits, it could incur substantial losses. The Fund would
continue to be subject to market risk with respect to the position. In addition,
except in the case of purchased options, the Fund would continue to be required
to make daily variation margin payments and might be required to maintain the
position being hedged by the futures contract or option or to maintain liquid
assets in an account.

Risks of Futures Contracts and Options Thereon. The ordinary spreads
between prices in the cash and futures markets (including the options on futures
market), due to differences in the natures of those markets, are subject to the
following factors, which may create distortions. First, all participants in the
futures market are subject to margin deposit and maintenance requirements.
Rather than meeting additional margin deposit requirements, investors may close
futures contracts through offsetting transactions, which could distort the
normal relationships between the cash and futures markets. Second, the liquidity
of the futures market depends on participants entering into offsetting
transactions rather than making or taking delivery. To the extent participants
decide to make or take delivery, liquidity in the futures market could be
reduced, thus producing distortion. Third, from the point of view of
speculators, the deposit requirements in the futures market are less onerous
than margin requirements in the securities market. Therefore, increased
participation by speculators in the futures market may cause temporary price
distortions. Due to the possibility of distortion, a correct forecast of general
interest rate, currency exchange rate or stock market trends by WRIMCO may still
not result in a successful transaction. WRIMCO may be incorrect in its
expectations as to the extent of various interest rate, currency exchange rate
or stock market movements or the time span within which the movements take
place.

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<PAGE>

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 a Fund's portfolio
diverges from the securities included in the applicable index. The price of the
index futures may move more than or less than the price of the securities being
hedged. If the price of the index future moves less than the price of the
securities that are the subject of the hedge, the hedge will not be fully
effective but, if the price of the securities being hedged has moved in an
unfavorable direction, the Fund would be in a better position than if it had not
hedged at all. If the price of the securities being hedged has moved in a
favorable direction, this advantage will be partially offset by the futures
contract. If the price of the futures contract moves more than the price of the
securities, the Fund will experience either a loss or a gain on the futures
contract that will not be completely offset by movements in the price of the
securities that are the subject of the hedge. To compensate for the imperfect
correlation of movements in the price of the securities being hedged and
movements in the price of the index futures, a 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 a 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 a 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.

As an operating policy, to the extent that a 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 that Fund's portfolio, after taking into account unrealized profits and
unrealized

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<PAGE>

losses on any contracts the Fund has entered into. (In general, a call option on
a futures contract is "in-the-money" if the value of the underlying futures
contract exceeds the strike, i.e., exercise, price of the call; a put option on
a futures contract is "in-the-money" if the value of the underlying futures
contract is exceeded by the strike price of the put.) This policy does not limit
to 5% the percentage of a Fund's assets that are at risk in futures contracts,
options on futures contracts and currency options.

Foreign Currency Hedging Strategies--Special Considerations. Each Fund
(other than Limited-Term Bond Fund and Municipal Bond Fund) may use options and
futures contracts on foreign currencies (including the Euro), as described
above, and foreign currency forward contracts, as described below, to attempt to
hedge against movements in the values of the foreign currencies in which the
Fund's securities are denominated or to attempt to enhance income or yield.
Currency hedges can protect against price movements in a security that a Fund
owns or intends to acquire that are attributable to changes in the value of the
currency in which it is denominated. Such hedges do not, however, protect
against price movements in the securities that are attributable to other causes.

Each of these Funds might seek to hedge against changes in the value of a
particular currency when no Financial Instruments on that currency are available
or such Financial Instruments are more expensive than certain other Financial
Instruments. In such cases, a Fund may seek to hedge against price movements in
that currency by entering into transactions using Financial Instruments on
another currency or a basket of currencies, the values of which WRIMCO believes
will have a high degree of positive correlation to the value of the currency
being hedged. The risk that movements in the price of the Financial Instrument
will not correlate perfectly with movements in the price of the currency subject
to the hedging transaction is magnified when this strategy is used.

The value of Financial Instruments on foreign currencies depends on the
value of the underlying currency relative to the U.S. dollar. Because foreign
currency transactions occurring in the interbank market might involve
substantially larger amounts than those involved in the use of such Financial
Instruments, a Fund could be disadvantaged by having to deal in the odd lot
market (generally consisting of transactions of less than $1 million) for the
underlying foreign currencies at prices that are less favorable than for round
lots.

There is no systematic reporting of last sale information for foreign
currencies or any regulatory requirement that quotations available through
dealers or other market sources be firm or revised on a timely basis. Quotation
information generally is representative of very large transactions in the
interbank market and thus might not reflect odd-lot transactions

38
<PAGE>

where rates might be less favorable. The interbank market in foreign currencies
is a global, round-the-clock market. To the extent the U.S. options or futures
markets are closed while the markets for the underlying currencies remain open,
significant price and rate movements might take place in the underlying markets
that cannot be reflected in the markets for the Financial Instruments until they
reopen.

Settlement of transactions involving foreign currencies might be required
to take place within the country issuing the underlying currency. Thus, a Fund
might be required to accept or make delivery of the underlying foreign currency
in accordance with any U.S. or foreign regulations regarding the maintenance of
foreign banking arrangements by U.S. residents and might be required to pay any
fees, taxes and charges associated with such delivery assessed in the issuing
country.

Forward Currency Contracts. Each Fund (other than Limited-Term Bond Fund
and Municipal Bond Fund) may enter into forward currency contracts to purchase
or sell foreign currencies for a fixed amount of U.S. dollars or another foreign
currency. A forward currency contract involves an obligation to purchase or sell
a specific currency at a future date, which may be any fixed number of days
(term) from the date of the forward currency contract agreed upon by the
parties, at a price set at the time of the forward currency contract. These
forward currency contracts are traded directly between currency traders (usually
large commercial banks) and their customers.

Such transactions may serve as long hedges; for example, a Fund may
purchase a forward currency contract to lock in the U.S. dollar price of a
security denominated in a foreign currency that a Fund intends to acquire.
Forward currency contract transactions may also serve as short hedges; for
example, a Fund may sell a forward currency contract to lock in the U.S. dollar
equivalent of the proceeds from the anticipated sale of a security, dividend or
interest payment denominated in a foreign currency.

Each of these Funds may also use forward contracts to hedge against a
decline in the value of existing investments denominated in foreign currency.
For example, if a Fund owned securities denominated in Euros, it could enter
into a forward currency contract to sell Euros in return for U.S. dollars to
hedge against possible declines in the Euro's value. Such a hedge, sometimes
referred to as a "position hedge," would tend to offset both positive and
negative currency fluctuations, but would not offset changes in security values
caused by other factors. Each of these Funds could also hedge the position by
selling another currency expected to perform similarly to the Euro. This type of
hedge, sometimes referred to as a "proxy hedge," could offer advantages in terms
of cost, yield, or efficiency, but generally would not hedge currency exposure
as effectively as a simple hedge into U.S. dollars. Proxy hedges

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<PAGE>

may result in losses if the currency used to hedge does not perform similarly to
the currency in which the hedged securities are denominated.

Each of these Funds also may use forward currency contracts to attempt to
enhance income or yield. A Fund could use forward currency contracts to increase
its exposure to foreign currencies that WRIMCO believes might rise in value
relative to the U.S. dollar, or shift its exposure to foreign currency
fluctuations from one country to another. For example, if a Fund owned
securities denominated in a foreign currency and WRIMCO believed that currency
would decline relative to another currency, it might enter into a forward
currency contract to sell an appropriate amount of the first foreign currency,
with payment to be made in the second foreign currency.

The cost to a Fund of engaging in forward currency contracts varies with
factors such as the currency involved, the length of the contract period and the
market conditions then prevailing. Because forward currency contracts are
usually entered into on a principal basis, no fees or commissions are involved.
When a Fund enters into a forward currency contract, it relies on the
counterparty to make or take delivery of the underlying currency at the maturity
of the contract. Failure by the counterparty to do so would result in the loss
of any expected benefit of the transaction.

As is the case with futures contracts, purchasers and sellers of forward
currency contracts can enter into offsetting closing transactions, similar to
closing transactions on futures contracts, by selling or purchasing,
respectively, an instrument identical to the instrument purchased or sold.
Secondary markets generally do not exist for forward currency contracts, with
the result that closing transactions generally can be made for forward currency
contracts only by negotiating directly with the counterparty. Thus, there can be
no assurance that a Fund will in fact be able to close out a forward currency
contract at a favorable price prior to maturity. In addition, in the event of
insolvency of the counterparty, a Fund might be unable to close out a forward
currency contract at any time prior to maturity. In either event, the Fund would
continue to be subject to market risk with respect to the position, and would
continue to be required to maintain a position in securities denominated in the
foreign currency or to maintain cash or liquid assets in an account.

The precise matching of forward currency contract amounts and the value of
the securities involved generally will not be possible because the value of such
securities, measured in the foreign currency, will change after the forward
currency contract has been established. Thus, a Fund might need to purchase or
sell foreign currencies in the spot (cash) market to the extent such foreign
currencies are not covered by forward currency contracts. The projection of
short-term currency market

40
<PAGE>

movements is extremely difficult, and the successful execution of a short-term
hedging strategy is highly uncertain.

Normally, consideration of the prospect for currency parities will be
incorporated into the longer term investment decisions made with regard to
overall diversification strategies. However, WRIMCO believes that it is
important to have the flexibility to enter into such forward currency contracts
when it determines that the best interests of a Fund will be served.

Successful use of forward currency contracts depends on WRIMCO's skill in
analyzing and predicting currency values. Forward currency contracts may
substantially change a Fund's exposure to changes in currency exchange rates and
could result in losses to the Fund if currencies do not perform as WRIMCO
anticipates. There is no assurance that WRIMCO's use of forward currency
contracts will be advantageous to a Fund or that WRIMCO will hedge at an
appropriate time.

Combined Positions. A Fund may purchase and write options in combination
with each other, or in combination with futures or forward contracts, to adjust
the risk and return characteristics of its overall position. For example, a Fund
may purchase a put option and write a call option on the same underlying
instrument, in order to construct a combined position whose risk and return
characteristics are similar to selling a futures contract. Another possible
combined position would involve writing a call option at one strike price and
buying a call option at a lower price, in order to reduce the risk of the
written call option in the event of a substantial price increase. Because
combined options positions involve multiple trades, they result in higher
transaction costs and may be more difficult to open and close out.

Turnover. A Fund's options and futures activities may affect its turnover
rate and brokerage commission payments. The exercise of calls or puts written by
a Fund, and the sale or purchase of futures contracts, may cause it to sell or
purchase related investments, thus increasing its turnover rate. Once a 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 a 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. A 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, Collars and Floors. A Fund may enter into swaps, caps, collars
and floors to preserve a return or a spread

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<PAGE>

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 a Fund with
another party of their respective commitments to pay or receive cash flows,
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, collars and floors, 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 a Fund's investments and its
share price and yield because, and to the extent, these agreements affect a
Fund's exposure to long- or short-term interest rates (in the United States or
abroad), foreign currency values, mortgage-backed security values, corporate
borrowing rates, or other factors such as security prices or inflation rates.

Swap agreements will tend to shift a Fund's investment exposure from one
type of investment to another. For example, if a Fund agrees to exchange
payments in U.S. dollars for payments in foreign currency, the swap agreement
would tend to decrease the Fund's exposure to U.S. interest rates and increase
its exposure to foreign currency and interest rates. Caps and floors have an
effect similar to buying or writing options.

The creditworthiness of firms with which a 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, a Fund will
have contractual remedies pursuant to the agreements related to the transaction.

The net amount of the excess, if any, of a 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. Each Fund will also
establish and maintain such account with respect to its total obligations under
any swaps that are not entered into on a net basis and with respect to any caps
or floors that are written by the Fund. WRIMCO and the Funds believe that such
obligations do not constitute senior securities under the 1940

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<PAGE>

Act and, accordingly, will not treat them as being subject to a Fund's borrowing
restrictions. The Corporation 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.

Investment Restrictions and Limitations

Certain of the Funds' investment restrictions and other limitations are
described in this SAI. The following are each Fund's fundamental investment
restrictions set forth in their entirety, which, like each Fund's goal(s),
cannot be changed without shareholder approval for the affected Fund. 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 a 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. If a percentage restriction is adhered to at the time of an investment
or transaction, later changes in percentage resulting from a change in value of
portfolio securities or amount of total assets will not be considered a
violation of the restriction.

(i) Total Return Fund, Growth Fund, Limited-Term Bond Fund, Municipal Bond
Fund, International Growth Fund, Science and Technology Fund and High
Income Fund may not buy real estate, any nonliquid interests in real
estate investment trusts or interests in real estate limited
partnerships; however, each of these Funds may buy obligations or
instruments that it otherwise may buy even though the issuer invests
in real estate or interests in real estate. Asset Strategy Fund may
not invest in real estate limited partnerships or purchase or sell
real estate unless acquired as a result of ownership of securities
(but this shall not prevent this Fund from purchasing and selling
securities issued by companies or other entities or investment
vehicles that deal in real estate or interests therein, nor shall this
prevent this Fund from purchasing interests in pools of real estate
mortgage loans);

(ii) Total Return Fund, Growth Fund, Limited-Term Bond Fund, Municipal Bond
Fund, International Growth Fund, High Income Fund and Science and
Technology Fund may not acquire shares of an investment company that
issues redeemable securities. Total Return Fund, Growth Fund,
International Growth Fund, High Income Fund and Science and Technology
Fund may buy shares of an investment company that does not issue
redeemable securities if the Fund does so in a regular transaction in
the open market and in compliance with the requirements of the 1940
Act. Each of these Funds may purchase such securities if, as a result
of such purchase, no more than 10% of its total assets are invested in
such securities. Notwithstanding the foregoing, each of these Funds
may also acquire investment company shares as

43
<PAGE>

part of a merger, consolidation or other reorganization;

(iii) Total Return Fund, Growth Fund, Limited-Term Bond Fund, Municipal Bond
Fund, International Growth Fund, High Income Fund and Science and
Technology Fund may not lend money or other assets, other than through
certain limited types of loans; however, each of these Funds may buy
debt securities and other obligations consistent with its goal and its
other investment policies and restrictions, may enter into repurchase
agreements (see "Repurchase Agreements" above) and, except Municipal
Bond Fund, may lend its portfolio securities to the extent allowed,
and in accordance with the requirements under, the 1940 Act. Asset
Strategy Fund may not make loans, except (a) by lending portfolio
securities to the extent allowed, and in accordance with the
requirements under, the 1940 Act; (b) through the purchase of debt
securities and other obligations consistent with its goal and its
other investment policies and restrictions; and (c) by engaging in
repurchase agreements with respect to portfolio securities (see
"Repurchase Agreements" above);

(iv) No Fund may invest for the purpose of exercising control or management
of another issuer;

(v) No Fund may 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 a Fund from entering into short positions in foreign
currency, futures contracts, options, forward contracts, swaps, caps,
collars, floors and other financial instruments, (2) a Fund may obtain
such short-term credits as are necessary for the clearance of
transactions, and (3) a Fund may make margin payments in connection
with futures contracts, options, forward contracts, swaps, caps,
collars, floors and other financial instruments;

(vi) No Fund may engage in the underwriting of securities of other issuers,
except to the extent that, in connection with the disposition of
portfolio securities, the Fund may be deemed an underwriter under
Federal securities laws;

(vii) No Fund may invest in a security if, as a result, it would own more
than 10% of the outstanding voting securities of an issuer, or if more
than 5% of the Fund's total assets would be invested in securities of
that issuer, provided that U.S. Government securities are not subject
to this limitation and up to 25% of the Fund's total assets may be
invested without regard to these restrictions;

44
<PAGE>

(viii) No Fund (other than Science and Technology Fund) may buy a security
if, as a result, 25% or more of the Fund's total assets would then be
invested in securities of issuers having their principal business
activities in the same industry, except for municipal bonds (other
than industrial development bonds) and U.S. Government securities;

(ix) Municipal Bond Fund may not purchase warrants;

(x) Total Return Fund, Growth Fund, Limited-Term Bond Fund, Municipal Bond
Fund, International Growth Fund, High Income Fund and Science and
Technology Fund may not purchase or sell physical commodities;
however, this policy does not prevent these Funds from purchasing and
selling foreign currency, futures contracts, options, forward
contracts, swaps, caps, collars, floors and other financial
instruments. Asset Strategy Fund may not purchase or sell physical
commodities, except that this Fund may purchase and sell precious
metals for temporary, defensive purposes; however, this policy shall
not prevent this Fund from purchasing and selling foreign currency,
futures contracts, options, forward contracts, swaps, caps, collars,
floors and other financial instruments;

(xi) Total Return Fund, Growth Fund, Limited-Term Bond Fund, Municipal Bond
Fund, International Growth Fund, High Income Fund and Science and
Technology Fund may not issue senior securities. Asset Strategy Fund
may not issue bonds or any other class of securities preferred over
shares of the Fund in respect of the Fund's assets or earnings,
provided that this Fund may issue additional series and classes of
shares in accordance with its Articles of Incorporation;

Total Return Fund, Growth Fund, Limited-Term Bond Fund, Municipal Bond
Fund, International Growth Fund, Science and Technology Fund and High
Income Fund may not borrow money, except that these Funds may borrow
money (and pledge assets in connection therewith) from banks for
temporary, extraordinary or emergency purposes but only up to 5% of
their respective assets. Asset Strategy Fund may not borrow money,
except that this Fund may borrow money for emergency or extraordinary
purposes (not for leveraging or investment) in an amount not exceeding
33 1/3% of the value of its total assets (less liabilities other than
borrowings). Any borrowings that come to exceed 33 1/3% of the value
of Asset Strategy Fund's total assets by reason of a decline in net
assets will be reduced within three days to the extent necessary to
comply with the 33 1/3% limitation. For purposes of this limitation,
"three

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<PAGE>

days" means three days, exclusive of Sundays and holidays;

(xii) Total Return Fund, Growth Fund, Limited-Term Bond Fund, Municipal
Bond Fund, International Growth Fund and High Income Fund may not
invest in interests in oil, gas or mineral leases or mineral
development programs, including oil and gas limited partnerships;

(xiii) At least 80% of Municipal Bond Fund's net assets will be invested
during normal market conditions in municipal bonds; and

(xiv) No Fund may participate on a joint, or a joint and several basis, in
any trading account in securities.

For purposes of applying restriction (vii) there may be a question as to
who is the "issuer" of municipal bonds. For example, municipal bonds may be
created by a particular government but be backed only by the assets and revenues
of a subdivision of that government such as an agency, instrumentality,
authority or other subdivision. In such case, such subdivision would be
considered the "issuer" for the purposes of the 5% restriction. In the case of
industrial development bonds, the nongovernmental user of facilities financed by
them is also considered as a separate "issuer." This restriction does not apply
to U.S. Government securities. The method of determining who is an "issuer" may
be changed without shareholder vote. In applying this 5% restriction, the same
standards apply as set forth above for determining who is an "issuer;" however,
it also considers for the purpose of this 5% restriction that a guarantee by a
government or other entity of a municipal bond is a separate security that would
be given a value and included in the 5% restriction if the value of all
municipal bonds created by the government or entity and owned by a Fund should
exceed 10% of the value of its total assets.

The following investment restrictions are not fundamental and may be
changed by the Board of Directors without shareholder approval:

(i) At least 65% of Growth Fund's and International Growth Fund's
respective assets will be invested during normal market conditions in
growth stocks.

(ii) During normal market conditions, at least 80% of International Growth
Fund's total assets will be invested in foreign securities and at
least 65% of its total assets will be invested in at least three
different countries outside the United States. International Growth
Fund may not purchase a foreign security if, as a result of such
purchase, more than 75% of its total assets would be invested in
issuers of any one foreign country. International Growth Fund will not
invest more than 25% of its total assets in securities issued by the
government of any one foreign country.

46
<PAGE>

(iii) During normal market conditions, Science and Technology Fund will not
invest in any securities other than science securities or technology
securities if, as a result, more than 20% of its total assets would be
invested in such other securities.

(iv) At least 65% of High Income Fund's total assets will be invested
during normal market conditions to seek a high level of current
income. High Income Portfolio will not purchase a common stock if, as
a result, more than 20% of its total assets would be invested in
common stocks. This 20% limit includes common stocks acquired on
conversion of convertible securities, on exercise of warrants or call
options or in any other voluntary manner. The Fund does not currently
intend to invest more than 10% of its total assets in
non-dividend-paying common stocks.

(v) At least 80% of Municipal Bond Fund's assets will consist of municipal
bonds of investment grade. Municipal Bond Fund does not intend to
invest more than 50% of its assets in industrial development bonds. Up
to 10% of Municipal Bond Fund's assets may be invested in debt
securities other than municipal bonds. Municipal Bond Fund will have
less than 25% of its assets in securities of issuers located in any
single state.

(vi) At least 65% of Limited-Term Bond Fund's total assets will be invested
during normal market conditions in bonds, and at least 65% of
Municipal Bond Fund's total assets will be invested during normal
market conditions in bonds exclusive of other municipal debt
obligations.

(vii) Each of Growth Fund, International Growth Fund, Limited-Term Bond
Fund, Municipal Bond Fund, Science and Technology Fund, and Total
Return Fund does not currently intend to invest in non-investment
grade debt securities if, as a result, more than 5% of its assets
would consist of such investments. Asset Strategy Fund may not invest
more than 35% of its total assets in non-investment grade debt
securities and unrated securities judged by WRIMCO to be of equivalent
quality. Limited-Term Bond Fund does not currently intend to invest
more than 50% of its assets in securities rated in the lowest tier of
investment grade debt securities (those rated BBB by S&P or Baa by
MIS).

(viii) Asset Strategy Fund currently intends to limit its investments in
foreign securities, under normal market conditions, to no more than
50% of its total assets

47
<PAGE>

(ix) Each of Total Return Fund and Growth Fund may invest up to 10% of its
net assets, and Science and Technology Fund may invest up to 20% of
its net assets, in foreign securities. Limited-Term Bond Fund and
Municipal Bond Fund may not invest in foreign securities.

(x) Asset Strategy Fund, Limited-Term Bond Fund and Municipal Bond Fund do
not currently intend to invest more than 5% of their respective total
assets in when-issued and delayed delivery transactions.

(xi) Each Fund may not purchase a security if, as a result, more than 10%
(15% for Asset Strategy Fund) of its net assets would consist of
illiquid investments.

(xii) High Income Fund and Science and Technology Fund do not currently
intend to invest more than 5% of their respective assets in the shares
of investment companies. Asset Strategy Fund does not currently intend
to purchase shares of investment companies that do not redeem their
shares except in a regular transaction in the open market where no
commission except ordinary broker's commission is paid and if, as a
result, no more than 10% of its total assets would be invested in such
securities. Asset Strategy Portfolio does not currently intend to
purchase shares of open-end investment companies. These limitations do
not apply to securities received by Asset Strategy Fund as dividends,
through offers of exchange, or as a result of a reorganization,
consolidation or merger.

(xiii) No Fund (other than Growth Fund and Science and Technology Fund) may
invest in the securities of any issuer if, as a result, more than 5%
of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than
three years of continuous operation. This restriction does not apply
to any obligations issued or guaranteed by the U.S. government or a
state or local government authority, or their respective
instrumentalities, or to CMOs, other mortgage-related securities,
asset-backed securities, indexed securities or OTC derivative
instruments.

(xiv) Asset Strategy Fund may borrow money only from a bank. Asset Strategy
Fund will not purchase any security while borrowings representing more
than 5% of its total assets are outstanding.

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<PAGE>

(xv) Asset Strategy Fund does not currently intend to lend assets other
than securities to other parties, except by acquiring loans, loan
participations, or other forms of direct debt instruments. (This
limitation does not apply to purchases of debt securities and other
obligations or to repurchase agreements.)

(xvi) Asset Strategy Fund does not currently intend to invest in oil, gas,
or other mineral exploration or development programs or leases.

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. A 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 portfolio turnover rates for the fiscal years ended March 31, 1999 and
1998 for each of the Funds then in existence were as follows:

<TABLE>
<CAPTION>
1999 1998
----- ----
<S> <C> <C>
Asset Strategy Fund 168.17% 220.67%
Growth Fund 51.41% 33.46%
High Income Fund 50.98% 67.82%
International Growth Fund 116.25% 105.11%
Limited-Term Bond Fund 32.11% 27.37%
Municipal Bond Fund 41.53% 27.86%
Science and Technology Fund 51.00% 26.64%
Total Return Fund 54.73% 36.94%
</TABLE>

The portfolio turnover rate for the common stock portion of Asset Strategy
Fund's portfolio for the fiscal year ended March 31, 1999 was 356.79%; the rate
for the remainder of the portfolio was 73.22%.

Science and Technology Fund and High Income Fund commenced operations on
July 31, 1997.

A high turnover rate will increase transaction costs and commission costs
that will be borne by the Funds and could generate taxable income or loss.

49
<PAGE>

INVESTMENT MANAGEMENT AND OTHER SERVICES

The Management Agreement

The Corporation has an Investment Management Agreement (the "Management
Agreement") with WRIMCO. Under the Management Agreement, WRIMCO is employed to
supervise the investments of the Funds and provide investment advice to the
Funds. The address of WRIMCO and Waddell & Reed, Inc. is 6300 Lamar Avenue, P.O.
Box 29217, Shawnee Mission, Kansas 66201-9217. Waddell & Reed, Inc. (the
"Distributor") is the Corporation's principal underwriter and distributor.

The Management Agreement permits WRIMCO or an affiliate of WRIMCO to enter
into a separate agreement for transfer agency services (the "Shareholder
Servicing Agreement") and a separate agreement for accounting services (the
"Accounting Services Agreement") with the Corporation. The Management Agreement
contains detailed provisions as to the matters to be considered by the
Corporation'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. Waddell & Reed Financial Services, Inc. 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 United Group of Mutual
Funds, except United Asset Strategy Fund, Inc., 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 United Asset Strategy
Fund, Inc. since it commenced operations in March 1995. Waddell & Reed, Inc.
serves as principal underwriter for the Funds, the investment companies in the
United Group of Mutual Funds and acts as principal underwriter and distributor
for variable life insurance and variable annuity policies for which
Target/United Funds, Inc. is the underlying investment vehicle.

Shareholder Services

Under the Shareholder Servicing Agreement entered into between the
Corporation and Waddell & Reed Services Company (the

50
<PAGE>

"Agent"), a subsidiary of the Distributor, 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 Corporation
and handling of shareholder inquiries. A new Shareholder Servicing Agreement, or
amendments to the existing one, may be approved by the Corporation's Board of
Directors without shareholder approval.

Accounting Services

Under the Accounting Services Agreement entered into between the
Corporation and the Agent, the Agent provides the Corporation with bookkeeping
and accounting services and assistance, including maintenance of the
Corporation's records, pricing of the Corporation's shares, and preparation of
prospectuses for existing shareholders, proxy statements and certain reports. A
new Accounting Services Agreement, or amendments to an existing one, may be
approved by the Corporation's Board of Directors without shareholder approval.

Payments for Management, Accounting and Shareholder Services

Under the Management Agreement, for WRIMCO's management services, the
Corporation pays WRIMCO a fee as described in the Prospectus. The management
fees paid to WRIMCO during the fiscal years ended March 31, 1999, 1998 and 1997
for each of the Funds then in existence were as follows:

<TABLE>
<CAPTION>
1999 1998 1997
---- ----- ----
<S> <C> <C> <C>
Asset Strategy Fund $ 201,083 $ 127,507 $ 116,390
Growth Fund 2,846,036 2,041,002 1,904,258
High Income Fund 123,728 24,352*
International Growth Fund 725,596 553,692 251,914
Limited-Term Bond Fund 107,424 101,985 108,389
Municipal Bond Fund 226,707 216,501 200,636
Science and Technology Fund 130,141 17,585*
Total Return Fund 3,391,371 2,837,414 1,886,789
</TABLE>

*For the period from 7/31/97, the date of initial public offering, to 3/31/98.

For purposes of calculating the daily fee, the Corporation does not include
money owed to it by the Distributor for shares which it has sold but not yet
paid to the Corporation. The Corporation accrues and pays this fee daily.

Under the Shareholder Servicing Agreement, with respect to Class B and
Class C shares, each 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

51
<PAGE>

record date in that month. For Class Y shares, each 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. Each Fund also pays certain out-of-pocket
expenses of the Agent, including long distance telephone communications costs;
microfilm and storage costs for certain documents; forms, printing and mailing
costs; and costs of legal and special services not provided by the Distributor,
WRIMCO or the Agent.

Under the Accounting Services Agreement, each 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 Fund
------------------------- ------------------
<S> <C>
From $ 0 to $ 10 $ 0
From $ 10 to $ 25 $ 10,000
From $ 25 to $ 50 $ 20,000
From $ 50 to $ 100 $ 30,000
From $ 100 to $ 200 $ 40,000
From $ 200 to $ 350 $ 50,000
From $ 350 to $ 550 $ 60,000
From $ 550 to $ 750 $ 70,000
From $ 750 to $1,000 $ 85,000
$1,000 and Over $100,000
</TABLE>

Fees paid to the Agent during the fiscal years ended March 31, 1999, 1998
and 1997 for each of the Funds then in existence were as follows:

<TABLE>
<CAPTION>
1999 1998 1997
---- ----- ----
<S> <C> <C> <C>
Asset Strategy Fund 15,000 10,000 10,000
High Income Fund 10,000 833*
Growth Fund 54,167 49,167 50,000
International Growth Fund 30,000 30,000 17,500
Limited-Term Bond Fund 10,000 10,000 10,000
Municipal Bond Fund 20,000 20,000 20,000
Science and Technology Fund 10,833 2,972*
Total Return Fund 60,000 59,167 50,000
</TABLE>

*For the period 7/31/97, the date of initial public offering, to 3-31-98.

Because the Corporation 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 Corporation under the Shareholder Servicing

52
<PAGE>

Agreement are described above. The Distributor and its affiliates pay the
Corporation's Directors and officers who are affiliated with the Distributor and
its affiliates. The Corporation pays the fees and expenses of the Corporation's
other Directors.

The Corporation pays all of its other expenses. These include, for each
Fund, the costs of materials sent to shareholders, audit and outside legal fees,
taxes, brokerage commissions, interest, insurance premiums, custodian fees, fees
payable by the Corporation under Federal or other securities laws and to the
Investment Company Institute and nonrecurring and extraordinary expenses,
including litigation and indemnification relating to litigation.

Distribution Arrangement

The Distributor acts as principal underwriter and distributor of the
Corporation's shares pursuant to an underwriting agreement (the "Underwriting
Agreement"). The Underwriting Agreement requires the Distributor to use its best
efforts to sell the shares of the Corporation but is not exclusive, and permits
and recognizes that the Distributor also distributes shares of other investment
companies and other securities. Shares are sold on a continuous basis.

Under the Distribution and Service Plan (the "Plan") for Class B and Class
C shares adopted by the Corporation pursuant to Rule 12b-1 under the 1940 Act,
the Corporation, with respect to each Fund, pays the Distributor daily a
distribution fee not to exceed, on an annual basis, 0.75% of the particular
Fund's net assets of the shares of the class and a service fee not to exceed, on
an annual basis, 0.25% of the particular Fund's net assets of the shares of the
class. Under a Distribution and Service Plan for Class Y shares (the "Class Y
Plan") adopted by the Corporation pursuant to Rule 12b-1, the Corporation, with
respect to each Fund, pays the Distributor daily a distribution and/or service
fee not to exceed, on an annual basis, 0.25% of the particular Fund's Class Y
net asset value.

The Distributor offers the Corporation's shares through its registered
representatives and sales managers (sales force) unless it elects, which is not
contemplated, for Class B and Class C shares, to make distribution of shares
also through other broker-dealers. In distributing shares through its sales
force, the Distributor 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 Corporation's shares. Each Plan and the Underwriting Agreement
contemplate that the Distributor may be compensated for these class-related
distribution efforts through the distribution fee.

53
<PAGE>

The sales force may be paid continuing compensation based on the value of
the shares held by shareholders to whom the member of the sales force is
assigned to provide personal services, and the Distributor or its subsidiary,
Waddell & Reed Services Company, may also provide services to shareholders
through telephonic means and written communications. For the fiscal year ended
March 31, 1999, the Corporation paid (or accrued) the following amounts to the
Distributor as distribution fees and service fees, respectively, under the Class
B Plan for each of the Funds: Total Return Fund - $3,579,703 and $1,201,998;
Growth Fund - $2,628,139 and $886,048; Limited-Term Bond Fund - $142,615 and
$47,963; Municipal Bond Fund - $304,226 and $101,556; International Growth Fund
- - $669,749 and $224,783; Asset Strategy Fund - $184,962 and $61,504; Science and
Technology Fund - $138,798 and $46,968; and High Income Fund - $141,552 and
$47,649. For the fiscal year ended March 31, 1999, the Corporation paid (or
accrued) the following amounts to the Distributor as distribution fees and
service fees under the Class Y Plan for each of the Funds: Total Return Fund -
$2,844; Growth Fund - $3,986; Limited-Term Bond Fund - $550; Municipal Bond Fund
- - $1; International Growth Fund - $1,292; Asset Strategy Fund - $666; Science
and Technology Fund - $12; and High Income Fund - $3. The distribution fees were
paid to compensate the Distributor for its expenses relating to sales force
compensation, providing prospectuses and sales literature to prospective
investors, advertising, sales processing, field office expenses and home office
sales management in connection with the distribution of Class B and/or Class Y
shares of a Fund. The service fees were paid to compensate the Distributor for
providing personal services to the particular Fund's Class B, Class C and/or
Class Y shareholders and for the maintenance of Class B, Class C and/or Class Y
accounts.

The only Directors or interested persons, as defined in the 1940 Act, of
the Corporation 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 applicable Fund and its
shareholders affected by the particular Plan through Waddell & Reed, Inc.'s
activities not only to distribute the affected shares of the Fund but also to
provide personal services to shareholders of the affected class and thereby
promote the maintenance of their accounts with the Fund. Each 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 that Fund class,
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(s) of a Fund.
Further, continuing sales of shares may also reduce the likelihood that it will
be necessary to liquidate

54
<PAGE>

portfolio securities, in amounts or at times that may be disadvantageous to a
Fund, to meet redemption demands. In addition, each 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 its affected shareholders. Each Plan and
the Underwriting Agreement were approved by the Corporation's Board of
Directors, including the Directors who are not interested persons of the
Corporation or of the Distributor and who have no direct or indirect financial
interest in the operations of the Plan or any agreement referred to in the Plan
(hereafter the "Plan Directors"). The Class B and Class Y Plans were also
approved as to each Fund by the Distributor as the sole shareholder of the
affected shares of each of the Funds, and classes thereof, at the time.

Among other things, the Plan for each class provides that (i) the
Distributor will submit to the Directors at least quarterly, and the Directors
will review, reports regarding all amounts expended under the Plan and the
purposes for which such expenditures were made, (ii) the Plan will continue in
effect only so long as it is approved at least annually, and any material
amendments thereto are approved by the Directors including the Plan Directors
acting in person at a meeting called for that purpose, (iii) payments by the
Corporation under the Plan shall not be materially increased without the
affirmative vote of the holders of a majority of the outstanding shares of that
class of each affected Fund, and (iv) while the Plan remains in effect, the
selection and nomination of the Directors who are Plan Directors shall be
committed to the discretion of the Plan Directors.

For the Corporation's fiscal year ended March 31, 1999, the Distributor
earned deferred sales charges from each of the Funds with respect to Class B
shares then in existence as follows: Total Return Fund - $685,398; Growth Fund -
$389,310; Limited-Term Bond Fund - $25,931; Municipal Bond Fund - $57,794;
International Growth Fund - $151,121; Asset Strategy Fund - $35,673; Science and
Technology Fund - $25,217; and High Income Fund - $41,890.

Custodial and Auditing Services

The custodian for each Fund is UMB Bank, n.a., Kansas City, Missouri. In
general, the custodian is responsible for holding each Fund's cash and
securities. Deloitte & Touche LLP, Kansas City, Missouri, the Funds' independent
auditors, audits the Corporation's financial statements.

55
<PAGE>

PURCHASE, REDEMPTION AND PRICING OF SHARES

Determination of Offering Price

The net asset value of each class of the shares of a Fund is the value of
the assets of that class, less the liabilities of that class, divided by the
total number of shares outstanding of that class.

The offering price of a Class B, Class C or a Class Y share is its net
asset value next determined following acceptance of a purchase order. The number
of shares you receive for your purchase depends on the next offering price after
the Distributor receives and accepts your order at its principal business office
at the address shown on the cover of this SAI. 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.

The Distributor need not accept any purchase order, and it or the
Corporation may determine to discontinue offering Corporation shares for
purchase.

The net asset value per share is ordinarily computed once on each day that
the NYSE is open for trading as of the later of the close of the regular session
of the NYSE or the close of the regular session of any domestic securities or
commodities exchange on which an option or future held by a 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 net asset value changes every business day, since the value of the assets
and the number of shares outstanding changes every business day.

The securities in the portfolio of each Fund, except as otherwise noted,
that are listed or traded on a stock exchange, are valued on the basis of the
last sale on that day or, lacking any sales, at a price that is the mean between
the closing bid and asked prices. Other securities that are traded
over-the-counter are priced using The Nasdaq Stock Market, which provides
information on bid and asked prices quoted by major dealers in such stocks.
Bonds, other than convertible bonds, are generally valued using a third-party
pricing system. Convertible bonds are valued using this pricing system only on
days when there is no sale reported. Short-term debt securities are valued at
amortized cost, which approximates market. When market quotations are not
readily available, securities and other assets are valued at fair value as
determined in good faith by or under the direction of the Board of Directors.

56
<PAGE>

Foreign currency exchange rates are generally determined prior to the close
of trading of the regular session of the NYSE. Occasionally events affecting the
value of foreign investments and such exchange rates occur between the time at
which they are determined and the close of the regular session of trading on the
NYSE, which events will not be reflected in a computation of a Fund's net asset
value on that day. If events materially affecting the value of such investments
or currency exchange rates occur during such time period, the investments will
be valued at their fair value as determined in good faith by or under the
direction of the Board of Directors. The foreign currency exchange transactions
of a Fund conducted on a spot (i.e., cash) basis are valued at the spot rate for
purchasing or selling currency prevailing on the foreign exchange market. This
rate under normal market conditions differs from the prevailing exchange rate in
an amount generally less than one-tenth of one percent due to the costs of
converting from one currency to another.

Options and futures contracts purchased and held by a Fund are valued at
the last sales price thereof on the securities or commodities exchanges on which
they are traded, or, if there are no transactions, at the mean between bid and
asked prices. Ordinarily, the close of the regular session for option 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 a Fund will be either the closing price
of that contract or the bid price. Conversely, the value of a futures contract
sold by a Fund will be either the closing price or the asked price.

When a Fund writes a put or call, an amount equal to the premium received
is included in the Statement of Assets and Liabilities as an asset, and an
equivalent deferred credit is included in the liability section. The deferred
credit is "marked-to-market" to reflect the current market value of the put or
call. If the call a Fund wrote is exercised, the proceeds received on the sale
of the related investment are increased by the amount of the premium the Fund
received. If a Fund exercised a call it purchased, the amount paid to purchase
the related investment is increased by the amount of the premium paid. If a put
written by a Fund is exercised, the amount that the Fund pays to purchase the
related investment is decreased by the amount of the premium it received. If a
Fund exercises a put it purchased, the amount the Fund receives from the sale of
the related investment is reduced by the amount of the premium it paid. If a put
or call written by a Fund expires, it has a gain in the amount of the premium;
if a Fund enters into a closing purchase transaction, it will have a gain or
loss depending on whether the premium was more or less than the cost of the
closing transaction.

57
<PAGE>

Minimum Initial and Subsequent Investments

For Class B and Class C shares, initial investments must be at least $1,000
with the exceptions described in this paragraph. A $100 minimum initial
investment pertains to exchanges of shares from one Fund to another Fund. A $50
minimum initial investment pertains to purchases for certain retirement plan
accounts and to accounts for which an investor has arranged, at the time of
initial investment, to make subsequent purchases for the account by having
regular monthly withdrawals of $25 or more made from a bank account. A minimum
initial investment of $25 is applicable to purchases made through payroll
deduction for or by employees of WRIMCO, the Distributor, their affiliates or
certain retirement plan accounts. Except with respect to certain exchanges and
automatic withdrawals from a bank account, a shareholder may make subsequent
investments of any amount.

For Class Y shares, investments by government entities or authorities or by
corporations must total at least $1 million. There is no initial investment
minimum for other Class Y investors.

Flexible Withdrawal Service for 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 B or Class C shares. To qualify
for the Service, you must have invested at least $10,000 in Class B or Class C
shares which you still own of any of the Funds, or Waddell & Reed Money Market B
or Waddell & Reed Money Market C shares of United Cash Management, Inc., a fund
in the United Group of Mutual Funds, or you must own Class B or Class C shares
having a value of at least $10,000. Class C shares purchased within the past
year remain subject to the CDSC; however, Class B shares redeemed under the
Service are not subject to a CDSC. Applicable forms to start the Service are
available through Waddell & Reed Services Company.

The maximum amount of the withdrawal for monthly, quarterly, semiannual and
annual withdrawals is 2%, 6%, 12% and 24% respectively of the value of your
account at the time the Service is established. The withdrawal proceeds are not
subject to the deferred sales charge, but only within these percentage
limitations. The minimum withdrawal is $50. The Service, and this exclusion from
the deferred sales charge, does not apply to a one-time withdrawal.

You can choose to have your shares redeemed to receive:

1. a monthly, quarterly, semiannual or annual payment of $50 or more;

58
<PAGE>

2. a monthly payment, which will change each month, equal to a percentage
of the value of the shares in your 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 ordinarily 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 usually made within five days of the redemption.

Retirement plan accounts may be subject to a fee imposed by the plan
custodian for use of their service.

The dividends and distributions on shares of a class of a Fund that you
have made available for the Service are paid in additional shares of that class
of the Fund. 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 or 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. Subject
to the deferred sales charge, you may at any time redeem part or all of the
shares of a Fund 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.

Exchange Privilege

Class B Share Exchanges

You may exchange Class B shares of one Fund of the Corporation for Class B
shares of another Fund of the Corporation, or for Waddell & Reed Money Market B
shares of United Cash Management, Inc., without charge.

The redemption of a 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

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<PAGE>

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 Waddell & Reed Money Market B
shares of United Cash Management, Inc. automatically exchanged each month into
Class B shares of a Fund. The shares of United 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 one Fund of the Corporation for Class C
shares of another Fund of the Corporation, or for Waddell & Reed Money Market C
shares of United Cash Management, Inc. without charge.

The redemption of a 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 Waddell & Reed Money Market C
shares of United Cash Management, Inc. automatically exchanged each month into
Class C shares of a Fund. The shares of United Cash Management, Inc. which you
designate for automatic exchange must be worth at least $100, which may be
allocated among different Funds so long as each Fund receives a value of at
least $25. Minimum initial investment and minimum balance requirements apply to
such automatic exchange service.

Class Y Share Exchanges

Class Y shares of a Fund may be exchanged for Class Y shares of any other
Fund of the Corporation or for Class A shares of United Cash Management, Inc.

General Exchange Information

The exchange will be made at the net asset values next determined after
receipt of your written request in good order by the Corporation. When you
exchange shares, the total shares you receive will have the same aggregate net
asset value as the total shares you exchange.

These exchange rights may be eliminated or modified at any time by the
Corporation, upon notice in certain circumstances.

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<PAGE>

Retirement Plans

Your account may be set up as a funding vehicle for a retirement plan. For
individual taxpayers meeting certain requirements, Waddell & Reed, Inc. offers
model or prototype documents for the following retirement plans. All of these
plans involve investment in shares of one or more of the Funds (other than
Municipal Bond Fund).

Individual Retirement Accounts (IRAs). Investors having earned income may
set up a plan that is commonly called an IRA. Under a traditional IRA, an
investor can contribute each year up to 100% of his or her earned income, up to
an annual maximum of $2,000 (provided the investor has not reached age 70 1/2).
For a married couple, the annual maximum is $4,000 ($2,000 for each spouse) or,
if less, the couple's combined earned income for the taxable year, even if one
spouse had no earned income. Generally, the contributions are deductible unless
the investor (or, if married, either spouse) is an active participant in a
qualified retirement plan or if, notwithstanding that the investor or one or
both spouses so participate, their adjusted gross income does not exceed certain
levels. However, a married investor who is not an active participant, files
jointly with his or her spouse and whose combined adjusted gross income does not
exceed $150,000, is not affected by the spouse's active participant status.

An investor may also use a traditional IRA to receive a rollover
contribution that is either (a) a direct rollover distribution from an
employer's plan or (b) a rollover of an eligible distribution paid to the
investor from an employer's plan or another IRA. To the extent a rollover
contribution is made to a traditional IRA, the distribution will not be subject
to Federal income tax until distributed from the IRA. A direct rollover
generally applies to any distribution from an employer's plan (including a
custodial account under Section 403(b)(7) of the Internal Revenue Code of 1986,
as amended (the "Code"), but not an IRA) other than certain periodic payments,
required minimum distributions and other specified distributions. In a direct
rollover, the eligible rollover distribution is paid directly to the IRA, not to
the investor. If, instead, an investor receives payment of an eligible rollover
distribution, all or a portion of that distribution generally may be rolled over
to an IRA within 60 days after receipt of the distribution. Because mandatory
Federal income tax withholding applies to any eligible rollover distribution
which is not paid in a direct rollover, investors should consult their tax
advisers or pension consultants as to the applicable tax rules. If you already
have an IRA, you may have the assets in that IRA transferred directly to an IRA
offered by Waddell & Reed, Inc.

Roth IRAs. Investors whose adjusted gross income (or combined adjusted
gross income, if married) does not exceed certain levels may establish and
contribute up to $2,000 per tax

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<PAGE>

year to a Roth IRA. In addition, for an investor whose adjusted gross income
does not exceed $100,000 (and who is not a married person filing a separate
return), certain distributions from traditional IRAs may be rolled over to a
Roth IRA and any of the investor's traditional IRAs may be converted into a Roth
IRA; these rollover distributions and conversions are, however, subject to
Federal income tax.

Contributions to a Roth IRA are not deductible; however, earnings
accumulate tax-free in the Roth IRA, and withdrawals of earnings are not subject
to Federal income tax if the account has been held for at least five years and
the account holder has reached age 59 1/2 (or certain other conditions apply).

Education IRAs. Although not technically for retirement savings, Education
IRAs provide a vehicle for saving for a child's higher education. An Education
IRA may be established for the benefit of any minor, and any person whose
adjusted gross income does not exceed certain levels may contribute to an
Education IRA, provided that no more than $500 may be contributed for any year
to Education IRAs for the same beneficiary. Contributions are not deductible and
may not be made after the beneficiary reaches age 18; however, earnings
accumulate tax-free, and withdrawals are not subject to tax if used to pay the
qualified higher education expenses of the beneficiary (or a member of his or
her family).

Simplified Employee Pension (SEP) plans. Employers can make contributions
to SEP-IRAs established for employees. An employer may contribute up to 15% of
compensation, or $24,000, whichever is less, per year for each employee.

Savings Incentive Match Plans for Employees (SIMPLE Plans). An employer
with 100 or fewer employees who does not sponsor another active retirement plan
may sponsor a SIMPLE to contribute to its employees' retirement accounts. A
SIMPLE plan can be funded by either an IRA or a 401(k) plan. In general, an
employer can choose to match employee contributions dollar-for-dollar
(generally, up to 3% of the employee's compensation) or may contribute to all
eligible employees 2% of their compensation, whether or not they defer salary to
their SIMPLE plans. SIMPLE plans involve fewer administrative requirements than
401(k) or other qualified plans generally.

Keogh Plans. Keogh plans, which are available to self-employed individuals,
are defined contribution plans that may be either a money purchase plan or a
profit-sharing plan. As a general rule, an investor under a defined contribution
Keogh plan can contribute each year up to 25% of his or her annual earned
income, with an annual maximum of $30,000.

457 Plans. If an investor is an employee of a state or local government or
of certain types of charitable organizations,

62
<PAGE>

he or she may be able to enter into a deferred compensation arrangement in
accordance with Section 457 of the Code.

TSAs - Custodial Accounts and Title I Plans. If an investor is an employee
of a public school system or of certain types of charitable organizations, he or
she may be able to enter into a deferred compensation arrangement through a
custodian account under Section 403(b) of the Code. Some organizations have
adopted Title I plans, which are funded by employer contributions in addition to
employee deferrals.

Pension and Profit-Sharing Plans, including 401(k) Plans. With a 401(k)
plan, employees can make tax-deferred contributions into a plan to which the
employer may also contribute, usually on a matching basis. An employee may defer
each year up to 25% of compensation, subject to certain annual maximums, which
may be increased each year based on cost-of-living adjustments.

More detailed information about these arrangements and applicable forms are
available from the Distributor. These plans may involve complex tax questions as
to premature distributions and other matters. Investors should consult their tax
adviser or pension consultant.

Redemptions

The Prospectus gives information as to redemption procedures and deferred
sales charges. Redemption payments are made within seven days unless delayed
because of emergency conditions determined by the SEC, when the NYSE is closed
other than for weekends or holidays, or when trading on the NYSE is restricted.
Payment is made in cash, although under extraordinary conditions redemptions may
be made in portfolio securities. Payment for redemptions of shares of the
Corporation may be made in portfolio securities when the Corporation's Board of
Directors determines that conditions exist making cash payments undesirable.
Redemptions made in securities will be made only in readily marketable
securities and the shareholder will incur commission or other transaction
charges in order to convert these securities into cash. Securities used for
payment of redemptions are valued at the value used in figuring net asset value.
The Corporation, 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 net asset value during any 90-day period
for any one shareholder.

As stated in the Prospectus with respect to Class B shares, a deferred
sales charge is inapplicable in a variety of circumstances. The deferred sales
charge is the subject of an effective order of exemption issued by the staff of
the SEC. For purposes of determining application of the deferred sales charge,
"employees" include retired employees and "directors" includes retired
directors. A retired employee is an individual separated from service from the
Distributor or any of its affiliated

63
<PAGE>

companies with a vested interest in any employee benefit plan sponsored by the
Distributor or any of its affiliated companies. "Financial advisors" includes
retired financial advisors. A "retired financial advisor" is any financial
advisor who was, at the time of separation from service from the Distributor, a
Senior Financial Advisor. A custodian under the Uniform Gifts (or Transfers) to
Minors Act purchasing for the child of any employee or financial advisor may
redeem shares without a deferred sales charge whether or not the custodian is an
eligible purchaser.

Reinvestment Privilege

The Corporation offers a one-time reinvestment privilege for Class B and
Class C shares under which you may reinvest in any one or more of the Funds all
or part of any amount of Class B or Class C shares you redeemed and have the
corresponding amount of the deferred sales charge, if any, which you paid
restored to your account by adding the amount of that charge to the amount you
are reinvesting in Class B or Class C shares, as applicable. If Class B or Class
C shares of a Fund are then being offered, you can put all or part of your
redemption payment back into the Class B or Class C shares of that Fund at the
net asset value next determined after you have returned the amount. Your written
request to do this must be received within 30 days after your redemption. You
can do this only once as to Class B shares of that Fund and only once as to
Class C shares of that Fund. For purposes of determining future deferred sales
charges, the reinvestment will be treated as a new investment. You do not use up
this privilege by redeeming Class B or Class C shares to invest the proceeds at
net asset value in a Keogh plan or an IRA.

Mandatory Redemption of Certain Small Accounts

Each of the Funds has the right to require the redemption of shares held
under any account or any plan if the aggregate net asset value of such shares
(taken at cost or value as the Board of Directors may determine) is less than
$500. The Board has no intent to require redemptions in the foreseeable future.
If it should elect to require 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 Corporation are handled by outside
organizations selected by the Board of Directors. The Board of Directors has
responsibility for establishing broad corporate policies for the Corporation and
for overseeing overall performance of the selected experts. It has the benefit
of advice and reports from independent counsel and independent

64
<PAGE>

auditors. The majority of the Directors are not affiliated with Waddell & Reed,
Inc.

The principal occupation during at least the past five years of each
Director and officer of the Corporation is given below. Each of the persons
listed through and including Mr. Vogel is a member of the Corporation's Board of
Directors. The other persons are officers but 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 United Group of Mutual Funds,
Waddell & Reed Funds, Inc. and Target/United Funds, Inc. Each of the
Corporation's Directors is also a Director of each of the funds in the Fund
Complex and each of the Corporation's officers is also an officer of one or more
of the funds in the Fund Complex.

KEITH A. TUCKER*

Chairman of the Board of Directors of the Fund and each of the other funds
in the Fund Complex; Chairman of the Board of Directors, Chief Executive
Officer, Principal Financial Officer and Director of Waddell & Reed Financial,
Inc.; President, Chairman of the Board of Directors and Chief Executive Officer
of Waddell & Reed Financial Services, Inc.; Chairman of the Board of Directors
of WRIMCO, Waddell & Reed, Inc. and Waddell & Reed Services Company; formerly,
President of each of the funds in the Fund Complex; formerly, Chairman of the
Board of Directors of Waddell & Reed Asset Management Company, a former
affiliate of Waddell & Reed Financial, Inc. Date of birth: February 11, 1945.

JAMES M. CONCANNON
950 Docking Road
Topeka, Kansas 66615

Dean and Professor of Law, Washburn University School of Law; Director,
AmVestors CBO II Inc. Date of birth: October 2, 1947.

JOHN A. DILLINGHAM
4040 Northwest Claymont Drive
Kansas City, Missouri 64116

President, 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, Garney Companies, Inc., a
specialty utility contractor. Date of birth: January 9, 1939.

65
<PAGE>

DAVID P. GARDNER
525 Middlefield Road, Suite 200
Menlo Park, California 94025

President of Hewlett Foundation and Chairman of George S. and Delores Dori
Eccles Foundation. Director of First Security Corp., a bank holding company, and
Director of Fluor Corp., a company with interests in coal. Date of birth: March
24, 1933.

LINDA K. GRAVES*
1 South West Cedar Crest Road
Topeka, Kansas 66606

First Lady of Kansas. 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 and Adjunct Professor of Law at the
University of Oklahoma College of Law; formerly, Vice President for Executive
Affairs of the University of Oklahoma; formerly, an 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; Director of Central Properties, Inc.; Chairman of the Board of
Directors, Gilliland & Hayes, P.A., a law firm; formerly, President, Gilliland &
Hayes, P.A. Date of birth: December 11, 1919.

ROBERT L. HECHLER*

President and Principal Financial Officer of the Fund and each of the other
funds in the Fund Complex; Executive Vice President, Chief Operating Officer and
Director of Waddell & Reed Financial, Inc.; Vice President, Chief Operating
Officer, Director and Treasurer of Waddell & Reed Financial Services, Inc.;
Executive Vice President, Principal Financial Officer, Director and Treasurer of
WRIMCO; President, Chief Executive Officer, Principal Financial Officer,
Director and Treasurer of Waddell & Reed, Inc.; President, Director and
Treasurer of Waddell & Reed Services Company; formerly, Vice President of each
of the funds in the Fund Complex; formerly, Director and Treasurer of Waddell &
Reed Asset Management Company, a former affiliate of Waddell & Reed Financial,
Inc. Date of birth: November 12, 1936.

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<PAGE>

HENRY J. HERRMANN*

Vice President of the Fund and each of the other funds in the Fund Complex;
President, Chief Investment Officer, Treasurer and Director of Waddell & Reed
Financial, Inc.; Vice President, Chief Investment Officer and Director of
Waddell & Reed Financial Services, Inc.; Director of Waddell & Reed, Inc.;
President, Chief Executive Officer, Chief Investment Officer and Director of
WRIMCO; formerly, President, Chief Executive Officer, Chief Investment Officer
and Director of Waddell & Reed Asset Management Company, a former affiliate of
Waddell & Reed Financial, Inc. 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 subsidiaries. Date of birth: February 19, 1924.

WILLIAM T. MORGAN*
928 Glorietta Blvd.
Coronado, California 92118

Retired; formerly, Chairman of the Board of Directors and President of
each of the funds in the Fund Complex then in existence. (Mr. Morgan retired as
Chairman of the Board of Directors and President of the funds in the Fund
Complex then in existence on April 30, 1993); formerly, President, Director and
Chief Executive Officer of WRIMCO and Waddell & Reed, Inc.; formerly, Chairman
of the Board of Directors of Waddell & Reed Services Company. Date of birth:
April 27, 1928.

RONALD C. REIMER
2601 Verona Road
Mission Hills, Kansas 66208

Retired. Co-founder and teacher at Servant Leadership School of Kansas
City; Director of Network Rehabilitation Services; 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. Date of
birth: April 9, 1953.

ELEANOR B. SCHWARTZ
5100 Rockhill Road
Kansas City, Missouri 64113

Professor of Business Administration, University of Missouri-Kansas City;
formerly, Chancellor, University of Missouri-Kansas City. Date of birth: January
1, 1937.

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<PAGE>

FREDERICK VOGEL III
1805 West Bradley Road
Milwaukee, Wisconsin 53217

Retired. Date of birth: August 7, 1935.

Helge K. Lee

Vice President, Secretary and General Counsel of the Fund and each of the
other funds in the Fund Complex; Secretary and General Counsel of Waddell & Reed
Financial, Inc.; Vice President, Secretary, General Counsel and Director of
Waddell & Reed Financial Services, Inc.; Senior Vice President, Secretary and
General Counsel of WRIMCO and Waddell & Reed, Inc.; Senior Vice President,
Secretary, General Counsel and Director of Waddell & Reed Services Company;
formerly, Executive Vice President, Secretary and Chief Compliance Officer of
LGT Asset Management, Inc. and affiliates; formerly, Senior Vice President,
General Counsel and Secretary of Strong Capital Management, Inc. and affiliates.
Date of birth: March 30, 1946.

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.

Michael L. Avery

Vice President of the Corporation and three other Funds in the Fund
Complex; Senior Vice President of WRIMCO; formerly, Vice President of Waddell &
Reed Asset Management Company. Date of birth: September 15, 1953.

Abel Garcia

Vice President of the Corporation and two other funds in the Fund Complex;
Senior Vice President of WRIMCO; formerly, Vice President of Waddell & Reed
Asset Management Company. Date of birth: April 28, 1949.

John M. Holliday

Vice President of the Corporation and eight other funds in the Fund
Complex; Senior Vice President of WRIMCO; formerly, Senior Vice President of
Waddell & Reed Asset Management Company. Date of birth: June 11, 1935.

Thomas A. Mengel

Vice President of the Corporation and two other funds in the Fund Complex;
Vice President of WRIMCO; formerly, President of Sal. Oppenheim jr. & Cie.
Securities, Inc.; formerly, Vice President of Hauck and Hope Securities. Date of
birth: April 13, 1957.

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<PAGE>

Louise D. Rieke

Vice President of the Corporation and two other funds in the Fund Complex;
Vice President of WRIMCO; formerly, Vice President of Waddell & Reed Asset
Management Company. Date of birth: April 24, 1949.

Grant P. Sarris

Vice President of the Fund and one other Fund in the Fund Complex, and Vice
President of WRIMCO. Date of birth: September 14, 1966.

Mark G. Seferovich

Vice President of the Corporation and one other Fund in the Fund Complex
and Senior Vice President of the Manager; formerly, Vice President of, and a
portfolio manager for, Waddell & Reed Asset Management Company. Date of birth:
April 6, 1947.

W. Patrick Sterner

Vice President of the Corporation and one other fund in the Fund Complex;
Vice President of WRIMCO; formerly, Vice President of Waddell & Reed Asset
Management Company. Date of birth: January 11, 1949.

Daniel J. Vrabac

Vice President of the Corporation and two other funds in the Fund Complex;
Vice President of WRIMCO; formerly, Vice President of Waddell & Reed Asset
Management Company. Date of birth: July 24, 1954.

James D. Wineland

The address of each person is 6300 Lamar Avenue, P.O. Box 29217, Shawnee
Mission, Kansas 66201-9217 unless a different address is given.

The Directors who may be deemed to be "interested persons" as defined in
the 1940 Act of the Fund's underwriter, Waddell & Reed, Inc., or of WRIMCO are
indicated as such by an asterisk.

The Board of Directors has created an honorary position of Director
Emeritus, which position a Director may elect after resignation from the Board
of Directors provided the Director has attained the age of 70 and has served as
a Director of the Corporation for a total of at least five years. 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 has no
authority or responsibility with respect to management of the Corporation.
Messrs. Henry L. Bellmon, Jay B. Dillingham, Doyle Patterson, Ronald K. Richey
and Paul S. Wise retired as Directors of the Corporation and of each

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<PAGE>

of the funds in the Fund Complex and elected a position as Director Emeritus.

The Corporation, the funds in the United Group and Target/United Funds,
Inc. pay to each Director a total of $48,000 per year, plus $2,500 for each
meeting of the Board of Directors attended plus reimbursement of expenses of
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. The fees to the Directors who receive them
are divided among the Corporation, the funds in the United Group and
Target/United Funds, Inc. based on the funds' relative size. During the
Corporation's fiscal year ended March 31, 1999, the Corporation's Directors
received the following fees for service as a director:

COMPENSATION TABLE

<TABLE>
<CAPTION>
Total
Aggregate Compensation
Compensation From Corporation
From and Fund
Director Corporation Complex*
- -------- ------------ ------------
<S> <C> <C>
Robert L. Hechler $ 0 $ 0
Henry J. Herrmann 0 0
Keith A. Tucker 0 0
James M. Concannon 2,494 58,000
John A. Dillingham 2,494 58,000
David P. Gardner 1,278 29,000
Linda K. Graves 2,494 58,000
Joseph Harroz, Jr. 1,188 26,500
John F. Hayes 2,494 58,000
Glendon E. Johnson 2,517 58,500
William T. Morgan 2,494 58,000
Ronald C. Reimer 662 14,500
Frank J. Ross, Jr. 2,494 58,000
Eleanor B. Schwartz 2,517 58,500
Frederick Vogel III 2,517 58,500
</TABLE>

*No pension or retirement benefits have been accrued as a part of Corporation
expenses.

Mr. Gardner was elected as a Director on August 19, 1998. Messrs. Harroz,
Hechler, Herrmann and Reimer were elected as Directors on November 18, 1998. The
officers are paid by WRIMCO or its affiliates.

Shareholdings

As of July 31, 1999, all of the Corporation's Directors and officers as a
group owned less than 1% of the outstanding shares of the Corporation. The
following table sets forth information with respect to the Corporation, as of
July 31, 1999, regarding

70
<PAGE>

the beneficial ownership of the series, and classes thereof, of the
Corporation's shares.

<TABLE>
<CAPTION>
Shares owned
Name and Address Series and Beneficially
of Beneficial Owner Class or of Record Percent
- ------------------- ---------- ------------ -------
<S> <C> <C> <C>
David Johnson TR Total Return Fund
Church TSA Archdiocese Class Y 105,376 87.00%
of OK
FBO Unallocated Assets Growth Fund
Church Sponsored Class Y 68,027 10.36%
403(B) Plan
P. O. Box 32180 Limited-Term Bond Fund
Oklahoma City OK 73123 Class Y 25,672 95.42%

International Growth Fund
Class Y 33,811 64.39%

Asset Strategy Fund
Class Y 27,396 95.43%

Trust Company of Growth Fund
Knoxville Class Y 559,047 85.12%
P. O. Box 789
620 Market St Suite 300
Knoxville TN 37902-2290

Waddell & Reed, Inc. Municipal Bond Fund
Attn: Mike Strohm Class Y 182 100.00%
P. O. Box 29217
Shawnee Mission KS High Income Fund
66201-9217 Class Y 210 54.28%

Fiduciary Trust Co. NH TR Total Return Fund
Corporation Money Pension Class Y 9,875 8.15%
Plan
Okanogan County Hospital
District 3
FBO Unallocated Assets
Qualified Plan 1329481
P. O. Box 793
Omak WA 988141-0793

M E. Collins Contracting International Growth Fund
Co Inc Class Y 3,955 7.53%
401K and Profit Sharing
980 East 25th St Box 83
Wahoo NE 68066

Brian E Stahl TR International Growth Fund
Qualified 401(k) Plan Class Y 9,349 17.80%
Bedford Reinforced
Plastics Inc
FBO Unallocated Assets
264 Reynoldsdale Rd
Beford PA 15522-7401

Waddell & Reed International Growth Fund
Financial, Inc. Class Y 3,158 6.01%
401(k) and Thrift Plan
6300 Lamar Avenue Science and Technology Fund
Overland Park KS 66201 Class Y 8,986 98.02%

High Income Fund
Class Y 177 45.72%
</TABLE>

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<PAGE>

PAYMENTS TO SHAREHOLDERS

General

There are two (three, in the case of certain Funds) sources for the
payments a Fund makes to you as a shareholder of a class of shares of a Fund,
other than payments when you redeem your shares. The first source is net
investment income, which is derived from the dividends, interest and earned
discount on the securities a 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 a Fund's sale of securities at a price higher than a
Fund's tax basis (usually cost) in such securities, less losses from sales of
securities at a price lower than the Fund's basis therein; these gains can be
either long-term or short-term, depending on how long a Fund has owned the
securities before it sells them. The third source (in the case of Total Return
Fund, Growth Fund, International Growth Fund, Asset Strategy Fund, Science and
Technology Fund and High Income Fund) is net realized gains from foreign
currency transactions. The payments made to shareholders from net investment
income, net short-term capital gains, and net realized gains from certain
foreign currency transactions are called dividends.

Each 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
a 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. It
is the policy of each Fund to make annual capital gains distributions to the
extent that net capital gains are realized in excess of available capital loss
carryovers.

Income and expenses are earned and incurred separately by each Fund, and
gains and losses on portfolio transactions of each Fund are attributable only to
that Fund. For example, capital losses realized by one Fund would not affect
capital gains realized by another Fund.

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

72
<PAGE>

they were paid. However, a total dividend and/or distribution amount less than
five dollars will be automatically paid in shares of the Fund of the same class
as that with respect to which they were paid. You can change your instructions
at any time. If you give no instructions, your dividends and distributions will
be paid in shares of the Fund of the same class as that with respect to which
they were paid. All payments in shares are at net asset value without any sales
charge. The net asset value used for this purpose is that computed as of the
payment date for the dividend or distribution, although this could be changed by
the Board of Directors.

TAXES

General

Each of the Funds have qualified for treatment as a regulated investment
company ("RIC") under the Code, so that it is relieved of Federal income tax on
that part of its investment company taxable income (consisting generally of net
investment income, net short-term capital gains and, for certain Funds, net
gains from certain foreign currency transactions) that is distributed to its
shareholders. To continue to qualify as a RIC, a Fund must distribute to its
shareholders for each taxable year at least 90% of the sum of its investment
company taxable income plus, in the case of Municipal Bond Fund, its net
interest income excludable from gross income under Section 103(a) of the Code
("Distribution Requirement") and must meet several additional requirements. With
respect to each Fund, 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.

Investments in precious metals would have adverse tax consequences for
Asset Strategy Fund and its shareholders if it either (1) derived more than 10%
of its gross income in any taxable year from the disposition of precious metals
and from

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<PAGE>

other income that does not qualify under the Income Requirement or (2) held
precious metals in such quantities that the Fund failed to satisfy the 50%
Diversification Requirement for any quarter. Asset Strategy Fund intends to
manage its portfolio so as to avoid failing to satisfy those requirements for
these reasons.

If a Fund failed to qualify for treatment as a RIC for any taxable year,
(a) it would be taxed as an ordinary corporation on the full amount of its
taxable income for that year (even if it distributed that income to its
shareholders) and (b) the shareholders would treat all distributions out of its
earnings and profits, including distributions of net capital gain (the excess of
net long-term capital gain over net short-term capital loss) and, for Municipal
Bond Fund, distributions that otherwise would be "exempt-interest dividends"
described in the following paragraph, as dividends (that is, ordinary income).
In addition, a 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 Municipal Bond Fund will qualify as "exempt-interest
dividends," and thus will be excludable from shareholders' gross income, if
Municipal Bond 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); Municipal Bond Fund intends to continue to satisfy this
requirement. The aggregate dividends excludable from all shareholders' gross
income may not exceed Municipal Bond Fund's net tax-exempt income. Municipal
Bond 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 Municipal Bond Fund's income that was tax-exempt during the period covered by
the distribution. The treatment of dividends from Municipal Bond Fund under
state and local income tax laws may differ from the treatment thereof under the
Code.

Dividends and distributions declared by a Fund in October, November or
December of any year and payable to its shareholders of record on a date in any
of those months are deemed to have been paid by the Fund and received by the
shareholders on December 31 of that year if they are paid by the Fund during the
following January. Accordingly, those dividends and distributions will be taxed
to the shareholders for the year in which that December 31 falls.

If shares of a Fund are sold at a loss after being held for six months or
less, the loss will be treated as 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

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<PAGE>

for a dividend or distribution, the investor will receive some portion of the
purchase price back as a taxable dividend or distribution.

Each Fund will be subject to a nondeductible 4% excise tax ("Excise Tax")
to the extent it fails to distribute by the end of any calendar year
substantially all of its ordinary income for that year and capital gains net
income for the one-year period ending on October 31 of that year, plus certain
other amounts. It is the Fund's policy to pay sufficient dividends and
distributions each year to avoid imposition of the Excise Tax. The Code permits
the Fund to defer into the next calendar year net capital losses incurred
between November 1 and the end of the current calendar year.

Income from Foreign Securities

Dividends and interest received, and gains realized, by a Fund may be
subject to income, withholding or other taxes imposed by foreign countries and
U.S. possessions ("foreign taxes") that would reduce the yield and/or total
return on its securities. Tax conventions between certain countries and the
United States may reduce or eliminate foreign taxes, however, and many foreign
countries do not impose taxes on capital gains in respect of investments by
foreign investors.

If more than 50% of the value of International Growth Fund's total assets
at the close of its taxable year consists of securities of foreign corporations,
that Fund will be eligible to, and may, file an election with the Internal
Revenue Service that will enable its shareholders, in effect, to receive the
benefit of the foreign tax credit with respect to any foreign taxes paid by it.
Pursuant to any such election, International Growth Fund would treat those taxes
as dividends paid to its shareholders and each shareholder would be required to
(1) include in gross income, and treat as paid by the shareholder, the
shareholder's proportionate share of those taxes, (2) treat the shareholder's
share of those taxes and of any dividend paid by that Fund that represents
income from foreign or U.S. possessions sources as the shareholder's own income
from those sources and (3) either deduct the taxes deemed paid by the
shareholder in computing the shareholder's taxable income or, alternatively, use
the foregoing information in calculating the foreign tax credit against the
shareholder's Federal income tax. International Growth Fund will report to its
shareholders shortly after each taxable year their respective shares of that
Fund's income from sources within foreign countries and U.S. possessions and
foreign taxes paid, if it makes this election. If International Growth Fund
makes this election, then pursuant to the Taxpayer Relief Act of 1997 ("Tax
Act"), beginning in 1998 individuals who have no more than $300 ($600 for
married persons filing jointly) of creditable foreign taxes included on Forms
1099 and all of whose foreign source income is "qualified passive income" may
elect each year to be exempt from the extremely

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<PAGE>

complicated foreign tax credit limitation and will be able to claim a foreign
tax credit without having to file the detailed Form 1116 that otherwise is
required.

Each of International Growth Fund, Asset Strategy Fund, Total Return Fund,
Growth Fund, Science and Technology Fund and High Income Fund may invest in the
stock of "passive foreign investment companies" ("PFICs"). A PFIC is a foreign
corporation -- other than a "controlled foreign corporation" (i.e., a foreign
corporation in which, on any day during its taxable year, more than 50% of the
total voting power of all voting stock therein or the total value of all stock
therein is owned, directly, indirectly, or constructively, by "U.S.
shareholders," defined as U.S. persons that individually own, directly,
indirectly, or constructively, at least 10% of that voting power) as to which
the Fund is a U.S. shareholder that, in general, meets either of the following
tests: (1) at least 75% of its gross income is passive or (2) an average of at
least 50% of its assets produce, or are held for the production of, passive
income. Under certain circumstances, a Fund will be subject to Federal income
tax on a portion of any "excess distribution" received on the stock of a PFIC or
of any gain on disposition of the stock (collectively "PFIC income"), plus
interest thereon, even if the Fund distributes the PFIC income as a taxable
dividend to its shareholders. The balance of the PFIC income will be included in
the Fund's investment company taxable income and, accordingly, will not be
taxable to it to the extent that income is distributed to its shareholders.

If a Fund invests in a PFIC and elects to treat the PFIC as a "qualified
electing fund" ("QEF"), then in lieu of the foregoing tax and interest
obligation, the Fund will be required to include in income each year its pro
rata share of the QEF's annual ordinary earnings and net capital gain -- which
probably would have to be distributed by the Fund to satisfy the Distribution
Requirement and avoid imposition of the Excise Tax -- even if those earnings and
gain were not distributed to the Fund by the QEF. In most instances it will be
very difficult, if not impossible, to make this election because of certain
requirements thereof.

A Fund may elect to "mark to market" its stock in any PFIC.
"Marking-to-market," in this context, means including in ordinary income each
taxable year the excess, if any, of the fair market value of a PFIC's stock over
a Fund's adjusted basis therein as of the end of that year. Pursuant to the
election, a Fund also would be allowed to deduct (as an ordinary, not capital,
loss) the excess, if any, of its adjusted basis in PFIC stock over the fair
market value thereof as of the taxable year-end, but only to the extent of any
net mark-to-market gains with respect to that stock included by the Fund for
prior taxable years. A Fund's adjusted basis in each PFIC's stock with respect
to which it makes this election will be adjusted to reflect the amounts of
income included and deductions taken under the election.

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<PAGE>

Regulations proposed in 1992 would provide a similar election with respect to
the stock of certain PFICs.

Foreign Currency Gains and Losses

Gains or losses (1) from the disposition of foreign currencies, (2) from
the disposition of debt securities denominated in a foreign currency that are
attributable to fluctuations in the value of the foreign currency between the
date of acquisition of the security and the date of disposition, and (3) that
are attributable to fluctuations in exchange rates that occur between the time a
Fund accrues interest, dividends or other receivables or accrues expenses or
other liabilities denominated in a foreign currency and the time the Fund
actually collects the receivables or pays the liabilities, generally are treated
as ordinary income or loss. These gains or losses, referred to under the Code as
"section 988" gains or losses, may increase or decrease the amount of a Fund's
investment company taxable income to be distributed to its shareholders.

Income from Options, Futures and Forward Currency Contracts and Foreign
Currencies

The use of hedging and option income strategies, such as writing (selling)
and purchasing options and futures contracts and entering into forward currency
contracts, involves complex rules that will determine for income tax purposes
the amount, character and timing of recognition of the gains and losses a Fund
realizes in connection therewith. Gains from the disposition of foreign
currencies (except certain gains that may be excluded by future regulations),
and gains from options, futures contracts and forward currency contracts derived
by a Fund with respect to its business of investing in securities or foreign
currencies, will qualify as permissible income under the Income Requirement.

Any income a Fund earns from writing options is treated as short-term
capital gains. If a Fund enters into a closing purchase transaction, it will
have short-term capital gains or losses 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 a 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, futures and forward contracts in which the Funds may
invest may be "section 1256 contracts." Section 1256 contracts held by a 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

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<PAGE>

time for their fair market value) for Federal income tax purposes, with the
result that unrealized gains or losses are treated as though they were realized.
Sixty percent of any net gains or losses recognized on these deemed sales, and
60% of any net realized gains or losses from any actual sales of section 1256
contracts, are treated as long-term capital gains or losses, and the balance are
treated as short-term capital gains or losses. That 60% portion will qualify for
the 20% (10% for taxpayers in the 15% marginal tax bracket) maximum tax rate on
net capital gains enacted by the Taxpayers Relief Act of 1997. 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 Funds may invest. That section
defines a "straddle" as offsetting positions with respect to personal property;
for these purposes, options and futures contracts are personal property. Section
1092 generally provides that any loss from the disposition of a position in a
straddle may be deducted only to the extent the loss exceeds the unrealized gain
on the offsetting position(s) of the straddle. The regulations under section
1092 also provide certain "wash sale" rules that 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 a 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 Funds are not entirely clear.

If a Fund has an "appreciated financial position" -- generally, an interest
(including an interest through an option, futures or forward currency contract
or short sale) with respect to any stock, debt instrument (other than "straight
debt") or partnership interest the fair market value of which exceeds its
adjusted basis -- and enters into a "constructive sale" of the same or
substantially similar property, 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 or forward currency contract entered into by a
Fund or a related person with respect to the same or substantially similar
property. In addition, if the appreciated financial position is itself a short
sale or such a contract, acquisition of the underlying property or substantially
similar property will be deemed a constructive sale.

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<PAGE>

Zero Coupon and Payment-in-Kind Securities

Certain Funds may acquire zero coupon or other securities issued with OID.
As the holder of those securities, a Fund must include in its income the OID
that accrues on the securities during the taxable year, even if the Fund
receives no corresponding payment on the securities during the year. Similarly,
a Fund must include in its gross income securities it receives as "interest" on
payment-in-kind securities. Because each Fund annually must distribute
substantially all of its investment company taxable income, including any
accrued OID and other non-cash income, in order to satisfy the Distribution
Requirement and to avoid imposition of the Excise Tax, a Fund may be required in
a particular year to distribute as a dividend an amount that is greater than the
total amount of cash it actually receives. Those distributions will be made from
a Fund's cash assets or from the proceeds of sales of portfolio securities, if
necessary. A 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.

Municipal Bond Fund

The aggregate dividends excludable from the gross income of the Municipal
Bond Fund's shareholders may not exceed the Fund's net tax-exempt income. If the
Fund's 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. Tax-exempt interest attributable to certain private activity
bonds ("PABs") (including a proportionate part of the exempt-interest dividends
paid by the Fund attributable thereto) is a tax preference item for purposes of
the AMT. Exempt-interest dividends received by a corporate shareholder also may
be indirectly subject to the AMT without regard to whether the Fund's tax-exempt
interest was attributable to those PABs.

Up to 85% of social security and railroad retirement benefits may be
included in taxable income for recipients whose adjusted gross income (including
tax-exempt income such as the Fund's exempt interest dividends) plus 50% of
their benefits exceeds certain base amounts. Exempt-interest dividends from the
Fund still are tax-exempt to the extent described in the Prospectus; 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 income
earned thereon will be taxable to the Fund's shareholders as ordinary income to
the extent of its earnings and profits. Moreover, if the Fund realizes capital
gains as a result of market transactions, any distribution of those gains will
be taxable to its shareholders. There also may be collateral Federal income tax
consequences regarding the

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<PAGE>

receipt of exempt-interest dividends by shareholders such as S corporations,
financial institutions, and property and casualty insurance companies. A
shareholder falling into any such category should consult its tax adviser
concerning its investment in shares of the Fund.

PORTFOLIO TRANSACTIONS AND BROKERAGE

One of the duties undertaken by WRIMCO pursuant to the Management Agreement
is to arrange for the purchase and sale of securities for the portfolio of each
Fund. With respect to Limited-Term Bond Fund, Municipal Bond Fund and High
Income Fund, many purchases are made directly from issuers or from underwriters,
dealers or banks. Purchases from underwriters include a commission or concession
paid by the issuer to the underwriter. Purchases from dealers will include the
spread between the bid and the asked prices. Otherwise, transactions in
securities other than those for which an exchange is the primary market are
generally done with dealers acting as principals or market makers. Brokerage
commissions are paid primarily for effecting transactions in securities traded
on an exchange and otherwise only if it appears likely that a better price or
execution can be obtained. The individuals who manage the Funds 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 United Group and Target/United Funds,
Inc. or other accounts over which it has investment discretion, including
accounts affiliated with WRIMCO. 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, WRIMCO will ordinarily allocate the transaction pro rata based on the
orders placed, subject to certain variances provided for in the written
procedures. Sharing in large transactions could affect the price a Fund pays or
receives or the amount it buys or sells. However, sometimes a better negotiated
commission is available through combined orders.

To effect the portfolio transactions of a Fund, WRIMCO is authorized to
engage broker-dealers ("brokers") which, in its best judgment based on relevant
factors, will implement the policy of the Fund to seek "best execution" (prompt
and reliable execution at the best price obtainable) for reasonable and
competitive commissions. WRIMCO need not seek competitive commission bidding but
is expected to minimize the commissions paid to the extent consistent with the
interests and policies of the Fund. Subject to review by the Board of Directors,
such policies include the selection of brokers which provide execution and/or
research services and or other services, including pricing or quotation
services, directly or through others ("research and brokerage services")
considered by WRIMCO to be useful or

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<PAGE>

desirable for its investment management of the Fund and/or the other funds and
accounts over which WRIMCO has investment discretion.

Such 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 another qualified broker would charge for effecting
comparable transactions if a good faith determination is made by WRIMCO that the
commission is reasonable in relation to the research or brokerage services
provided. Subject to the foregoing considerations, WRIMCO may also consider
sales of Fund shares as a factor in the selection of broker-dealers to execute
portfolio transactions. No allocation of brokerage or principal business is made
to provide any other benefits to WRIMCO.

The investment research provided by a particular broker may be useful only
to one or more of the other advisory accounts of WRIMCO, and investment research
received for the commissions of those other accounts may be useful both to the
Corporation 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
instance of a broker) includes information on particular companies and
industries as well as market, economic or institutional activity areas. It
serves to broaden the scope and supplement the research activities of WRIMCO;
serves to make available additional views for consideration and comparisons; and
enables WRIMCO to obtain market information on the price of securities held in a
Fund's portfolio or being considered for purchase.

The Corporation may also use its brokerage to pay for pricing or quotation
services to value securities.

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<PAGE>

The table below sets forth the brokerage commissions paid by each of the
Funds then in existence during the fiscal years ended March 31, 1999, 1998 and
1997. These figures do not include principal transactions or spreads or
concessions on principal transactions, i.e., those in which a Fund sells
securities to a broker-dealer firm or buys from a broker-dealer firm securities
owned by it.

<TABLE>
<CAPTION>
1999 1998 1997
---- ----- -----
<S> <C> <C> <C>
Asset Strategy Fund $ 51,488 $ 26,334 $ 18,737
Growth Fund 172,608 82,603 136,278
High Income Fund 616 ---*
International Growth Fund 475,534 386,865 254,192
Limited-Term Bond Fund --- --- ---
Municipal Bond Fund --- 1,371 ---
Science and Technology Fund 16,836 4,802*
Total Return Fund 355,480 288,547 200,131
---------- -------- --------
Total $1,072,562 $790,522 $609,338
========== ======== ========
</TABLE>

*For the period from July 31, 1997, the date of the initial public offering, to
March 31, 1998.

The next table shows for each of the Funds the transactions, other than
principal transactions, which were directed to broker-dealers who provided
research as well as execution and the brokerage commissions paid during the
fiscal year ended March 31, 1999 for each of the Funds. These transactions were
allocated to these broker-dealers by the internal allocation procedures
described above.

<TABLE>
<CAPTION>
Amount of Brokerage
Transactions Commissions
------------ -----------
<S> <C> <C>
Asset Strategy Fund ................. $ 12,992,281 $ 21,383
Growth Fund ......................... 77,596,279 120,639
High Income Fund* ................... 688,037 600
International Growth Fund ........... 4,966,740 4,548
Limited-Term Bond Fund .............. --- ---
Municipal Bond Fund ................. --- ---
Science and Technology Fund*......... 3,287,341 4,584
Total Return Fund ................... 276,025,025 312,947
------------ --------
Total .......................... $375,555,703 $464,701
============ ========
</TABLE>

As of March 31, 1999, Waddell & Reed Total Return Fund owned Morgan
Stanley, Dean Witter, Discover & Co. securities in the aggregate amount of
$559,650. Morgan Stanley, Dean Witter, Discover & Co. is a regular broker of the
Fund. Waddell & Reed Limited-Term Bond Fund owned Salomon Inc. securities in the
aggregate amount of $511,575. Salomon Inc. is a regular broker of the Fund.

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<PAGE>

The Corporation, WRIMCO and Waddell & Reed, Inc. have adopted a Code of
Ethics which imposes restrictions on the personal investment activities of their
employees, officers and interested directors.

OTHER INFORMATION

General

The Corporation was organized on January 29, 1992.

The Shares of the Funds

The shares of each of the Funds represents an interest in that Fund's
securities and other assets and in its profits or losses. Each fractional share
of a class has the same rights, in proportion, as a full share of that class.

Each Fund offers three classes of its shares: Class B, Class C and Class Y.
Each class of a Fund represents an interest in the same assets of the Fund and
differs as follows: each class of shares has exclusive voting rights on matters
pertaining to matters appropriately limited to that class; Class B and Class C
shares are subject to a CDSC and to ongoing distribution and service fees; Class
Y shares are not subject to a CDSC but are subject to an ongoing distribution
and service fee that differs in amount from that of the Class B and Class C
shares; each class may bear differing amounts of certain class-specific
expenses; and each class has a separate exchange privilege. The Funds do not
anticipate that there will be any conflicts between the interests of holders of
the different classes of shares of the same Fund by virtue of those classes. On
an ongoing basis, the Board of Directors will consider whether any such conflict
exists and, if so, take appropriate action. Each share of a Fund is entitled to
equal voting, dividend, liquidation and redemption rights, except that due to
the differing expenses borne by the three classes, dividends and liquidation
proceeds of Class B and Class C shares are expected to be lower than for Class Y
shares of the same Fund. Shares are fully paid and nonassessable when purchased.

The Funds do not hold annual meetings of shareholders; however, certain
significant corporate matters, such as the approval of a new investment advisory
agreement or a change in fundamental investment policy, which require
shareholder approval will be presented to shareholders at a meeting called by
the Board of Directors for such purpose.

Special meetings of shareholders may be called for any purpose upon receipt
by a Fund of a request in writing signed by shareholders holding not less than
25% of all shares entitled to

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<PAGE>

vote at such meeting, provided certain conditions stated in the bylaws are met.
There will normally be no meeting of the shareholders for the purpose of
electing directors until such time as less than a majority of directors holding
office have been elected by shareholders, at time which the directors then in
office will call a shareholders' meeting for the election of directors. To the
extent that Section 16(c) of the 1940 Act applies to a 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 a 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.

Each share of each Fund (regardless of class) is entitled to one vote. On
certain matters such as the election of Directors, all shares of the eight Funds
vote together as a single class. On other matters affecting a particular Fund,
the shares of that Fund vote together as a separate class, such as with respect
to a change in an investment restriction of a particular Fund, except that as to
matters for which a separate vote of a class is required by the 1940 Act or
which affects the interests of one or more particular classes, the affected
shareholders vote as a separate class. In voting on a Management Agreement,
approval by the shareholders of a Fund is effective as to that Fund whether or
not enough votes are received from the shareholders of the other Funds to
approve the Management Agreement for the other Funds.

Initial Investment

On April 24, 1992, the Distributor purchased for investment 2,000 Class B
shares of each Fund (other than Asset Strategy Fund, Science and Technology Fund
and High Income Fund) at a net asset value of $10.00 per share.

On April 20, 1995, the Distributor purchased for investment 2,000 Class B
shares of Asset Strategy Fund at a net asset value of $10.00 per share.

On July 31, 1997, the Distributor purchased for investment 2,000 Class B
shares and 2,000 Class Y shares of Science and Technology Fund and High Income
Fund at a net asset value of $10.00 per share.

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<PAGE>

APPENDIX A

The following are descriptions of some of the ratings of securities which
the Corporation may use. The Corporation may also use ratings provided by other
nationally recognized statistical rating organizations in determining the
securities eligible for investment.

DESCRIPTION OF BOND RATINGS

Standard & Poor's, a division of The McGraw-Hill Companies, Inc. A Standard
& Poor's ("S&P") corporate bond rating is a current assessment of the
creditworthiness of an obligor with respect to a specific obligation. This
assessment of creditworthiness may take into consideration obligors such as
guarantors, insurers or lessees.

The debt rating is not a recommendation to purchase, sell or hold a
security, inasmuch as it does not comment as to market price or suitability for
a particular investor.

The ratings are based on current information furnished to S&P by the issuer
or obtained by S&P from other sources it considers reliable. S&P does not
perform an audit in connection with any rating and may, on occasion, rely on
unaudited financial information. The ratings may be changed, suspended or
withdrawn as a result of changes in, or unavailability of, such information, or
based on other circumstances.

The ratings are based, in varying degrees, on the following considerations:

1. Likelihood of default -- capacity and willingness of the obligor as to
the timely payment of interest and repayment of principal in
accordance with the terms of the obligation;

2. Nature of and provisions of the obligation;

3. Protection afforded by, and relative position of, the obligation in
the event of bankruptcy, reorganization or other arrangement under the
laws of bankruptcy and other laws affecting creditors' rights.

AAA -- Debt rated AAA has the highest rating assigned by S&P. Capacity to
pay interest and repay principal is extremely strong.

AA -- Debt rated AA also qualifies as high quality debt. Capacity to pay
interest and repay principal is very strong, and debt rated AA differs from AAA
issues only in a small degree.

85
<PAGE>

A -- Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.

BBB -- Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.

BB, B, CCC, CC, C -- Debt rated BB, B, CCC, CC and C is regarded as having
predominantly speculative characteristics with respect to capacity to pay
interest and repay principal in accordance with the terms of the obligation. BB
indicates the lowest degree of speculation and C the highest degree of
speculation. While such debt will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major exposures
to adverse conditions.

BB -- Debt rated BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The BB
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB- rating.

B -- Debt rated B has a greater vulnerability to default but currently has
the capacity to meet interest payments and principal repayments. Adverse
business, financial, or economic conditions will likely impair capacity or
willingness to pay interest and repay principal. The B rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
BB or BB- rating.

CCC -- Debt rated CCC has a currently indefinable vulnerability to default,
and is dependent upon favorable business, financial and economic conditions to
meet timely payment of interest and repayment of principal. In the event of
adverse business, financial or economic conditions, it is not likely to have the
capacity to pay interest and repay principal. The CCC rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
B or B- rating.

CC -- The rating CC is typically applied to debt subordinated to senior
debt that is assigned an actual or implied CCC rating.

C -- The rating C is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC- debt rating. The C rating may be
used to cover a situation where a

86
<PAGE>

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
Moody's Investors Service ("MIS") rating symbols and their meanings follows:

Aaa -- Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edge". Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.

Aa -- Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they

87
<PAGE>

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.

88
<PAGE>

Description of Preferred Stock Ratings

Standard & Poor's, a division of The McGraw-Hill Companies, Inc. An S&P
preferred stock rating is an assessment of the capacity and willingness of an
issuer to pay preferred stock dividends and any applicable sinking fund
obligations. A preferred stock rating differs from a bond rating inasmuch as it
is assigned to an equity issue, which issue is intrinsically different from, and
subordinated to, a debt issue. Therefore, to reflect this difference, the
preferred stock rating symbol will normally not be higher than the debt rating
symbol assigned to, or that would be assigned to, the senior debt of the same
issuer.

The preferred stock ratings are based on the following considerations:

1. Likelihood of payment - capacity and willingness of the issuer to meet the
timely payment of preferred stock dividends and any applicable sinking fund
requirements in accordance with the terms of the obligation;

2. Nature of, and provisions of, the issue;

3. Relative position of the issue in the event of bankruptcy, reorganization,
or other arrangement under the laws of bankruptcy and other laws affecting
creditors' rights.

AAA -- This is the highest rating that may be assigned by Standard & Poor's
to a preferred stock issue and indicates an extremely strong capacity to pay the
preferred stock obligations.

AA -- A preferred stock issue rated AA also qualifies as a high-quality
fixed income security. The capacity to pay preferred stock obligations is very
strong, although not as overwhelming as for issues rated AAA.

A -- An issue rated A is backed by a sound capacity to pay the preferred
stock obligations, although it is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions.

BBB -- An issue rated BBB is regarded as backed by an adequate capacity to
pay the preferred stock obligations. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity to make payments for a preferred
stock in this category than for issues in the 'A' category.

BB, B, CCC -- Preferred stock rated BB, B, and CCC are regarded, on
balance, as predominantly speculative with respect to the issuer's capacity to
pay preferred stock obligations. BB indicates the lowest degree of speculation
and CCC the highest degree of speculation. While such issues will likely have
some

89
<PAGE>

quality and protective characteristics, these are outweighed by large
uncertainties or major risk exposures to adverse conditions.

CC -- The rating CC is reserved for a preferred stock issue in arrears on
dividends or sinking fund payments but that is currently paying.

C -- A preferred stock rated C is a non-paying issue.

D -- A preferred stock rated D is a non-paying issue with the issuer in
default on debt instruments.

NR -- This indicates that no rating has been requested, that there is
insufficient information on which to base a rating, or that S&P does not rate a
particular type of obligation as a matter of policy.

Plus (+) or minus (-) -- To provide more detailed indications of preferred
stock quality, the rating from AA to CCC may be modified by the addition of a
plus or minus sign to show relative standing within the major rating categories.

A preferred stock rating is not a recommendation to purchase, sell, or hold
a security inasmuch as it does not comment as to market price or suitability for
a particular investor. The ratings are based on current information furnished to
S&P by the issuer or obtained by S&P from other sources it considers reliable.
S&P does not perform an audit in connection with any rating and may, on
occasion, rely on unaudited financial information. The ratings may be changed,
suspended, or withdrawn as a result of changes in, or unavailability of, such
information, or based on other circumstances.

Moody's Investors Service, Inc. Because of the fundamental differences
between preferred stocks and bonds, a variation of MIS familiar bond rating
symbols is used in the quality ranking of preferred stock. The symbols are
designed to avoid comparison with bond quality in absolute terms. It should
always be borne in mind that preferred stock occupies a junior position to bonds
within a particular capital structure and that these securities are rated within
the universe of preferred stocks.

Note: MIS applies numerical modifiers 1, 2 and 3 in each rating
classification; the modifier 1 indicates that the security ranks in the higher
end of its generic rating category; the modifier 2 indicates a mid-range ranking
and the modifier 3 indicates that the issue ranks in the lower end of its
generic rating category.

Preferred stock rating symbols and their definitions are as follows:

90
<PAGE>

aaa -- An issue which is rated aaa is considered to be a top-quality
preferred stock. This rating indicates good asset protection and the least risk
of dividend impairment within the universe of preferred stocks.

aa -- An issue which is rated aa is considered a high-grade preferred
stock. This rating indicates that there is a reasonable assurance the earnings
and asset protection will remain relatively well-maintained in the foreseeable
future.

a -- An issue which is rated a is considered to be an upper-medium grade
preferred stock. While risks are judged to be somewhat greater than in the aaa
and aa classification, earnings and asset protection are, nevertheless, expected
to be maintained at adequate levels.

baa -- An issue which is rated baa is considered to be a medium-grade
preferred stock, neither highly protected nor poorly secured. Earnings and asset
protection appear adequate at present but may be questionable over any great
length of time.

ba -- An issue which is rated ba is considered to have speculative elements
and its future cannot be considered well assured. Earnings and asset protection
may be very moderate and not well safeguarded during adverse periods.
Uncertainty of position characterizes preferred stocks in this class.

b -- An issue which is rated b generally lacks the characteristics of a
desirable investment. Assurance of dividend payments and maintenance of other
terms of the issue over any long period of time may be small.

caa -- An issue which is rated caa is likely to be in arrears on dividend
payments. This rating designation does not purport to indicate the future status
of payments.

ca -- An issue which is rated ca is speculative in a high degree and is
likely to be in arrears on dividends with little likelihood of eventual
payments.

c -- This is the lowest rated class of preferred or preference stock.
Issues so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.

DESCRIPTION OF NOTE RATINGS

Standard and Poor's, a division of The McGraw-Hill Companies, Inc. 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.

91
<PAGE>

-- 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 Investors Service, Inc. MIS Short-Term Loan Ratings -- MIS ratings
for state and municipal short-term obligations will be designated MIS 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.

DESCRIPTION OF COMMERCIAL PAPER RATINGS

Standard & Poor's, a division of The McGraw-Hill Companies, Inc. 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,

92
<PAGE>

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.

Moody's Investors Service, Inc. 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; 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.

93
<PAGE>

THE INVESTMENTS OF
TOTAL RETURN FUND
MARCH 31, 1999

<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
COMMON STOCKS
Apparel and Accessory Stores - 0.88%
Gap, Inc. (The) ......................................... 66,450 $ 4,472,916

Building Materials and Garden Supplies - 0.85%
Home Depot, Inc. (The) .................................. 69,600 4,332,600

Cable and Other Pay Television Services - 2.01%
Cox Communications, Inc., Class A* ...................... 135,300 10,232,063

Chemicals and Allied Products - 14.48%
Air Products and Chemicals, Inc. ........................ 71,800 2,459,150
Bristol-Myers Squibb Company ............................ 89,700 5,768,831
Colgate-Palmolive Company ............................... 40,100 3,689,200
du Pont (E.I.) de Nemours and Company ................... 133,600 7,757,150
Gillette Company (The) .................................. 82,050 4,876,847
Lilly (Eli) and Company ................................. 90,000 7,638,750
Merck & Co., Inc. ....................................... 70,600 5,661,237
Monsanto Company ........................................ 131,800 6,054,562
Novartis, AG (A) ........................................ 2,700 4,389,100
PPG Industries, Inc. .................................... 34,500 1,768,125
Pfizer Inc. ............................................. 40,300 5,591,625
Pharmacia & Upjohn, Inc. ................................ 46,600 2,906,675
Procter & Gamble Company (The) .......................... 39,600 3,878,325
Warner-Lambert Company .................................. 171,300 11,337,919
Total ................................................ 73,777,496

Communication - 4.99%
AT&T Corporation ........................................ 81,500 6,504,719
AirTouch Communications* ................................ 56,000 5,411,000
Level 3 Communications, Inc.* ........................... 45,000 3,277,969
MCI WORLDCOM, Inc.* ..................................... 64,000 5,666,000
SBC Communications Inc. ................................. 97,300 4,585,262
Total ................................................ 25,444,950

Depository Institutions - 2.18%
Chase Manhattan Corporation (The) ....................... 61,000 4,960,062
Citigroup Inc. .......................................... 96,450 6,160,744
Total ................................................ 11,120,806

Electric, Gas and Sanitary Services - 3.95%
Consolidated Edison, Inc. ............................... 94,200 4,268,437
Duke Energy Corp. ....................................... 78,300 4,277,138
Republic Services, Inc., Class A* ....................... 175,500 2,840,906
Texas Utilities Company ................................. 210,300 8,766,881
Total ................................................ 20,153,362
</TABLE>

See Notes to Schedules of Investments on page 129.

93
<PAGE>

THE INVESTMENTS OF
TOTAL RETURN FUND
MARCH 31, 1999

<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
COMMON STOCKS (Continued)
Electronic and Other Electric Equipment - 7.35%
Analog Devices, Inc.* ................................... 99,600 $ 2,963,100
General Electric Company ................................ 103,100 11,405,438
General Instrument Corporation* ......................... 141,400 4,286,187
Intel Corporation ....................................... 81,900 9,735,863
Maytag Corporation ...................................... 64,700 3,906,262
Telefonaktiebolaget LM Ericsson, ADR,
Class B .............................................. 216,500 5,162,172
Total ................................................ 37,459,022

Fabricated Metal Products - 2.22%
Lockheed Martin Corporation ............................. 220,800 8,321,400
Newell Rubbermaid Inc. .................................. 63,300 3,006,750
Total ................................................ 11,328,150

Food and Kindred Products - 2.08%
Bestfoods ............................................... 86,200 4,051,400
Coca-Cola Company (The) ................................. 43,800 2,688,225
Panamerican Beverages Inc., Class A ..................... 80,900 1,420,806
Ralston-Ralston Purina Group ............................ 91,800 2,449,913
Total ................................................ 10,610,344

Food Stores - 1.30%
Kroger Co. (The)* ....................................... 110,400 6,610,200

General Merchandise Stores - 3.63%
Dayton Hudson Corporation ............................... 103,000 6,862,375
Wal-Mart Stores, Inc. ................................... 126,200 11,634,063
Total ................................................ 18,496,438

Health Services - 1.07%
Tenet Healthcare Corporation* ........................... 289,300 5,478,619

Industrial Machinery and Equipment - 4.62%
Case Corporation ........................................ 212,400 5,389,650
Cisco Systems, Inc.* .................................... 88,800 9,731,925
Deere & Company ......................................... 61,000 2,356,125
International Business Machines Corporation ............. 34,200 6,061,950
Total ................................................ 23,539,650

Instruments and Related Products - 3.45%
General Motors Corporation, Class H* .................... 46,900 2,365,519
Guidant Corporation ..................................... 142,800 8,639,400
Medtronic, Inc. ......................................... 48,600 3,487,050
Raytheon Company, Class A ............................... 53,699 3,101,117
Total ................................................ 17,593,086
</TABLE>

See Notes to Schedules of Investments on page 129.

94
<PAGE>

THE INVESTMENTS OF
TOTAL RETURN FUND
MARCH 31, 1999

<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
COMMON STOCKS (Continued)
Insurance Carriers - 2.13%
American International Group, Inc. ...................... 58,800 $ 7,092,750
Chubb Corporation (The) ................................. 63,900 3,742,144
Total ................................................ 10,834,894

Miscellaneous Manufacturing Industries - 0.45%
Tyco International Ltd. ................................. 32,000 2,296,000

Miscellaneous Retail - 0.87%
Costco Companies, Inc.* ................................. 48,500 4,442,297

Motion Pictures - 2.01%
Time Warner Incorporated ................................ 121,200 8,612,775
Walt Disney Company (The) ............................... 52,200 1,624,725
Total ................................................ 10,237,500

Nondepository Institutions - 5.71%
American Express Company ................................ 2,500 293,750
Associates First Capital Corporation,
Class A .............................................. 158,942 7,152,390
Fannie Mae .............................................. 181,200 12,548,100
Freddie Mac ............................................. 159,200 9,094,300
Total ................................................ 29,088,540

Oil and Gas Extraction - 1.64%
Burlington Resources Incorporated ....................... 208,900 8,342,944

Paper and Allied Products - 0.39%
Willamette Industries, Inc. ............................. 52,800 1,993,200

Petroleum and Coal Products - 2.20%
Chevron Corporation ..................................... 28,500 2,520,469
Exxon Corporation ....................................... 31,200 2,201,550
Mobil Corporation ....................................... 45,200 3,977,600
Royal Dutch Petroleum Company ........................... 47,900 2,490,800
Total ................................................ 11,190,419

Prepackaged Software - 1.87%
Microsoft Corporation* .................................. 106,400 9,532,775

Primary Metal Industries - 0.58%
Alcoa Incorporated ...................................... 71,800 2,957,262

Radio and Television Broadcasting - 1.32%
Clear Channel Communications, Inc.* ..................... 100,100 6,712,956

Security and Commodity Brokers - 0.11%
Morgan Stanley, Dean Witter, Discover
& Co. ................................................ 5,600 559,650

Transportation By Air - 0.51%
AMR Corporation* ........................................ 44,200 2,588,462
</TABLE>

See Notes to Schedules of Investments on page 129.

95
<PAGE>

THE INVESTMENTS OF
TOTAL RETURN FUND
MARCH 31, 1999

<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
COMMON STOCKS (Continued)
Transportation Equipment - 1.73%
DaimlerChrysler AG ...................................... 45,702 $ 3,921,803
Ford Motor Company ...................................... 86,100 4,886,175
Total ................................................ 8,807,978

Wholesale Trade - Durable Goods - 1.06%
Johnson & Johnson ....................................... 57,900 5,424,506

Wholesale Trade - Nondurable Goods - 1.29%
Safeway Inc.* ........................................... 128,000 6,568,000

TOTAL COMMON STOCKS - 78.93% $402,227,085
(Cost: $244,350,027)

<CAPTION>
Principal
Amount in
Thousands
<S> <C> <C>
UNITED STATES GOVERNMENT SECURITY - 15.40%
United States Treasury,
5.5%, 8-15-2028 (B) .................................. $82,000 $ 78,476,460
(Cost: $84,882,612)

SHORT-TERM SECURITIES
Commercial Paper
Depository Institutions - 0.78%
Dresdner U.S. Finance Inc.,
4.86%, 4-7-99 ........................................ 4,000 3,996,760

Electric, Gas and Sanitary Services - 0.57%
Commonwealth Edison Co.,
5.03%, 4-6-99 ........................................ 2,890 2,887,981

Fabricated Metal Products - 0.51%
Danaher Corporation,
4.9388%, Master Note ................................. 285 285,000
Snap-On Inc.,
4.83%, 4-13-99 ....................................... 2,300 2,296,297
Total ................................................ 2,581,297

Food and Kindred Products - 0.77%
General Mills, Inc.,
4.7938%, Master Note ................................. 3,934 3,934,000

Instruments and Related Products - 0.39%
Raytheon Company,
5.05%, 4-1-99 ........................................ 2,000 2,000,000
</TABLE>

See Notes to Schedules of Investments on page 129.

96
<PAGE>

THE INVESTMENTS OF
TOTAL RETURN FUND
MARCH 31, 1999

<TABLE>
<CAPTION>
Principal
Amount in
Thousands Value
<S> <C> <C>
SHORT-TERM SECURITIES (Continued)
Commercial Paper (Continued)
Paper and Allied Products - 1.96%
Westvaco Corp.,
4.85%, 4-29-99 ....................................... $10,000 $ 9,962,278

Personal Services - 0.39%
Block Financial Corp.,
4.84%, 4-20-99 ....................................... 2,000 1,994,891

TOTAL SHORT-TERM SECURITIES - 5.37% $ 27,357,207
(Cost: $ 27,357,207)

TOTAL INVESTMENT SECURITIES - 99.70% $508,060,752
(Cost: $356,589,846)

CASH AND OTHER ASSETS, NET OF LIABILITIES - 0.30%........... 1,530,252

NET ASSETS - 100.00% $509,591,004
</TABLE>

See Notes to Schedules of Investments on page 129.

97
<PAGE>

THE INVESTMENTS OF
GROWTH FUND
MARCH 31, 1999

<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
COMMON STOCKS
Automotive Dealers and Service Stations - 2.38%
O'Reilly Automotive, Inc.* .............................. 230,000 $ 10,285,313

Building Materials and Garden Supplies - 0.12%
Fastenal Company ........................................ 15,000 525,469

Business Services - 17.76%
America Online, Inc.* ................................... 180,000 26,280,000
Eclipsys Corporation* ................................... 122,000 2,581,063
FactSet Research Systems, Inc. .......................... 169,000 7,309,250
FORE Systems, Inc.* ..................................... 400,000 7,562,500
Getty Images, Inc.* ..................................... 286,900 6,015,934
Medical Manager Corporation* ............................ 47,000 1,089,812
Primark Corporation* .................................... 300,000 6,375,000
Shared Medical Systems Corporation ...................... 130,000 7,239,375
USWeb Corporation* ...................................... 300,000 12,356,250
Total ................................................ 76,809,184

Communication - 11.84%
COLT Telecom Group plc, ADR* ............................ 240,000 17,242,500
Intermedia Communications of
Florida, Inc.* ....................................... 225,000 6,018,750
Paging Network, Inc.* ................................... 1,117,000 5,201,031
RCN Corporation* ........................................ 300,000 10,078,125
Western Wireless Corporation, Class A* .................. 350,000 12,676,562
Total ................................................ 51,216,968

Electric, Gas and Sanitary Services - 0.91%
Superior Services, Inc.* ................................ 200,000 3,956,250

Electronic and Other Electric Equipment - 2.84%
Broadcom Corporation, Class A* .......................... 80,000 4,925,000
Xylan Corporation* ...................................... 200,000 7,368,750
Total ................................................ 12,293,750

Engineering and Management Services - 2.97%
Incyte Pharmaceuticals, Inc.* ........................... 350,000 7,010,938
MAXIMUS, Inc.* .......................................... 200,000 5,825,000
Total ................................................ 12,835,938

Food and Kindred Products - 2.43%
American Italian Pasta Company,
Class A* ............................................. 220,000 5,500,000
Tootsie Roll Industries, Inc. ........................... 109,273 5,033,374
Total ................................................ 10,533,374

Furniture and Home Furnishings Stores - 0.98%
Williams-Sonoma, Inc.* ................................. 150,000 4,237,500
</TABLE>

See Notes to Schedules of Investments on page 129.

98
<PAGE>

THE INVESTMENTS OF
GROWTH FUND
MARCH 31, 1999

<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
COMMON STOCKS (Continued)
Health Services - 3.89%
American Healthcorp, Inc.* .............................. 500,000 $ 3,828,125
Amsurg Corp., Class A* .................................. 118,000 840,750
Amsurg Corp., Class B* .................................. 536,809 3,791,213
Concentra Managed Care, Inc.* ........................... 575,000 8,355,469
Total ................................................ 16,815,557

Industrial Machinery and Equipment - 0.87%
MedE America Corporation* ............................... 61,000 1,214,281
Tractor Supply Company* ................................. 100,000 2,543,750
Total ................................................ 3,758,031

Instruments and Related Products - 2.18%
Lunar Corporation* ...................................... 400,000 2,600,000
Maxxim Medical, Inc.* ................................... 150,000 2,831,250
STERIS Corporation* ..................................... 150,000 3,993,750
Total ................................................ 9,425,000

Miscellaneous Manufacturing Industries - 4.50%
Blyth Industries, Inc.* ................................. 200,000 4,725,000
Racing Champions Corporation* ........................... 350,000 3,839,063
Tiffany & Co. ........................................... 146,100 10,920,975
Total ................................................ 19,485,038

Miscellaneous Retail - 1.30%
MSC Industrial Direct Co., Inc.,
Class A* ............................................. 330,000 5,610,000

Paper and Allied Products - 0.70%
IVEX Packaging Corporation* ............................. 200,000 3,037,500

Personal Services - 1.31%
Block (H&R), Inc. ....................................... 120,000 5,685,000

Prepackaged Software - 10.42%
Cerner Corporation* ..................................... 265,000 4,240,000
Citrix Systems, Inc.* ................................... 130,000 4,948,125
Dendrite International, Inc.* ........................... 300,000 6,778,125
Intuit Inc.* ............................................ 175,000 17,800,782
Learning Company, Inc. (The)* ........................... 160,000 4,640,000
Transaction Systems Architects,
Inc., Class A* ....................................... 185,000 6,665,781
Total ................................................ 45,072,813

Radio and Television Broadcasting - 1.16%
Emmis Broadcasting Corporation* ......................... 100,000 4,996,875

Railroad Transportation - 1.32%
Kansas City Southern Industries, Inc. ................... 100,000 5,700,000

Real Estate - 1.11%
Stewart Enterprises, Inc., Class A ...................... 300,000 4,809,375
</TABLE>

See Notes to Schedules of Investments on page 129.

99
<PAGE>

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GROWTH FUND
MARCH 31, 1999

<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
COMMON STOCKS (Continued)
Stone, Clay and Glass Products - 1.49%
Gentex Corporation* ..................................... 300,000 $ 6,468,750

Transportation by Air - 1.70%
Midwest Express Holdings, Inc.* ......................... 250,000 7,343,750

Wholesale Trade - Durable Goods - 2.35%
Department 56, Inc.* .................................... 240,000 7,305,000
OmniCare, Inc. .......................................... 150,000 2,859,375
Total ................................................ 10,164,375

Wholesale Trade - Nondurable Goods - 0.91%
NCS Healthcare, Inc., Class A* .......................... 321,500 3,918,281

TOTAL COMMON STOCKS - 77.44% $334,984,091
(Cost: $217,654,376)

<CAPTION>
Principal
Amount in
Thousands
<S> <C> <C>
SHORT-TERM SECURITIES
Commercial Paper
Chemicals and Allied Products - 3.00%
Monsanto Company,
4.86%, 4-16-99 ....................................... $13,000 12,973,675

Communication - 4.62%
BellSouth Telecommunications, Inc.,
4.84%, 4-6-99 ........................................ 10,000 9,993,278
Dominion Resources, Inc.,
5.0%, 4-21-99 ........................................ 10,000 9,972,222
Total ................................................ 19,965,500

Electric, Gas and Sanitary Services - 2.88%
National Fuel Gas Co.,
4.9%, 4-7-99 ......................................... 8,250 8,243,263
Western Resources, Inc.,
5.02%, 4-18-99 ....................................... 4,200 4,195,900
Total ................................................ 12,439,163

Fabricated Metal Products - 0.06%
Danaher Corporation,
4.9388%, Master Note ................................. 267 267,000
</TABLE>

See Notes to Schedules of Investments on page 129.

100
<PAGE>

THE INVESTMENTS OF
GROWTH FUND
MARCH 31, 1999

<TABLE>
<CAPTION>
Principal
Amount in
Thousands Value
<S> <C> <C>
SHORT-TERM SECURITIES (Continued)
Commercial Paper (Continued)
Food and Kindred Products - 3.87%
ConAgra, Inc.,
5.0%, 4-8-99 ......................................... $ 3,000 $ 2,997,083
General Mills, Inc.,
4.7938%, Master Note ................................. 8,477 8,477,000
Ralston Purina Co.,
5.02%, 4-9-99 ........................................ 5,265 5,259,127
Total ................................................ 16,733,210

Industrial Machinery and Equipment - 1.85%
United Technologies Corp.,
4.85%, 4-5-99 ........................................ 8,000 7,995,689

Instruments and Related Products - 2.08%
Raytheon Company,
5.05%, 4-1-99 ........................................ 9,000 9,000,000

Personal Services - 0.92%
Block Financial Corp.,
4.84%, 4-20-99 ....................................... 4,000 3,989,782

Transportation Equipment - 0.85%
Dana Corporation,
5.05%, 4-20-99 ....................................... 3,700 3,690,138

Total Commercial Paper - 20.13% 87,054,157

Municipal Obligations - 2.08%
Louisiana
Gulf Coast Industrial Development Authority,
Environmental Facilities Revenue Bonds
(CITGO Petroleum Corporation Project), Taxable
Series 1998 (Royal Bank of Canada),
4.96%, 6-2-99 ........................................ 9,000 9,000,000

TOTAL SHORT-TERM SECURITIES - 22.21% $ 96,054,157
(Cost: $96,054,157)

TOTAL INVESTMENT SECURITIES - 99.65% $431,038,248
(Cost: $313,708,533)

CASH AND OTHER ASSETS, NET OF LIABILITIES - 0.35% 1,516,068

NET ASSETS - 100.00% $432,554,316
</TABLE>

See Notes to Schedules of Investments on page 129.

101
<PAGE>

THE INVESTMENTS OF
SCIENCE AND TECHNOLOGY FUND
MARCH 31, 1999

<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
COMMON STOCKS
Business Services - 29.87%
Amazon.com, Inc.* ....................................... 7,000 $ 1,204,875
America Online, Inc.* ................................... 12,800 1,868,800
BroadVision, Inc.* ...................................... 20,000 1,196,875
DoubleClick Inc.* ....................................... 7,000 1,274,656
EarthLink Network, Inc.* ................................ 7,000 420,656
eBay Inc.* .............................................. 4,500 617,766
Fiserv, Inc.* ........................................... 8,000 428,500
Inktomi Corporation* .................................... 13,000 1,113,125
Macromedia, Inc.* ....................................... 10,000 453,125
MemberWorks Incorporated* ............................... 18,400 665,850
MiningCo.com, Inc.* ..................................... 7,500 671,250
pcOrder.com, Inc.* ...................................... 6,000 340,500
TMP Worldwide Inc.* ..................................... 12,000 778,125
Teradyne, Inc.* ......................................... 7,000 381,937
USWeb Corporation* ...................................... 14,000 576,625
Wind River Systems, Inc.* ............................... 15,000 266,719
Yahoo! Inc.* ............................................ 6,000 1,009,125
Total ................................................ 13,268,509

Cable and Other Pay Television Services - 2.79%
Cox Communications, Inc., Class A* ...................... 8,000 605,000
MediaOne Group, Inc.* ................................... 10,000 635,000
Total ................................................ 1,240,000

Communication - 4.12%
COLT Telecom Group plc, ADR* ............................ 8,000 574,750
Intermedia Communications of Florida,
Inc.* ................................................ 15,000 401,250
Level 3 Communications, Inc.* ........................... 9,000 655,594
MGC Communications, Inc.* ............................... 20,000 197,500
Total ................................................ 1,829,094

Educational Services - 0.76%
ITT Educational Services, Inc.* ......................... 9,000 338,063

Electronic and Other Electric Equipment - 12.14%
Ascend Communications, Inc.* ............................ 7,000 586,031
Broadcom Corporation, Class A* .......................... 15,000 923,438
Concord Communications, Inc.* ........................... 12,000 677,625
EchoStar Communications Corporation,
Class A* ............................................. 6,000 489,000
Gemstar International Group Limited* .................... 12,000 901,500
Micron Technology, Inc.* ................................ 13,000 627,250
Nokia Corporation, Series A, ADR ........................ 2,600 404,950
Tellabs* ................................................ 8,000 782,000
Total ................................................ 5,391,794
</TABLE>

See Notes to Schedules of Investments on page 129.

102
<PAGE>

THE INVESTMENTS OF
SCIENCE AND TECHNOLOGY FUND
MARCH 31, 1999

<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
COMMON STOCKS (Continued)
Engineering and Management Services - 7.06%
Abacus Direct Corporation* .............................. 10,000 $ 820,000
Incyte Pharmaceuticals, Inc.* ........................... 20,000 400,625
MAXIMUS, Inc.* .......................................... 15,000 436,875
Paychex, Inc. ........................................... 16,000 759,500
Quintiles Transnational Corp.* .......................... 10,000 375,625
Whittman-Hart, Inc.* .................................... 16,000 345,000
Total ................................................ 3,137,625

Food and Kindred Products - 1.01%
American Italian Pasta Company, Class A* ................ 18,000 450,000

Health Services - 0.34%
American Healthcorp, Inc.* .............................. 20,000 153,125

Instruments and Related Products - 3.31%
STERIS Corporation* ..................................... 12,000 319,500
Uniphase Corporation* ................................... 10,000 1,149,375
Total ................................................ 1,468,875

Prepackaged Software - 13.71%
Allaire Corporation* .................................... 10,000 679,375
Bottomline Technologies (de), Inc.* ..................... 13,000 830,375
Citrix Systems, Inc.* ................................... 26,000 989,625
HNC Software Inc.* ...................................... 20,000 655,625
Intuit Inc.* ............................................ 8,000 813,750
ONYX Software Corporation* .............................. 15,000 592,500
Transaction Systems Architects, Inc.,
Class A*.............................................. 10,000 360,313
Vignette Corporation* ................................... 10,000 746,875
Visio Corporation* ...................................... 15,000 420,937
Total ................................................ 6,089,375

Radio and Television Broadcasting - 1.06%
Clear Channel Communications, Inc.* ..................... 7,000 469,437

Wholesale Trade -- Nondurable Goods - 0.89%
Cardinal Health, Inc. ................................... 6,000 396,000

TOTAL COMMON STOCKS - 77.06% $34,231,897
(Cost: $22,191,829)

<CAPTION>
Principal
Amount in
Thousands
<S> <C> <C>
SHORT-TERM SECURITIES
Commercial Paper
Engineering and Management Services - 7.63%
Halliburton Co.,
4.84%, 4-21-99 ....................................... $3,400 3,390,858
</TABLE>

See Notes to Schedules of Investments on page 129.

103
<PAGE>

THE INVESTMENTS OF
SCIENCE AND TECHNOLOGY FUND
MARCH 31, 1999

<TABLE>
<CAPTION>
Principal
Amount in
Thousands Value
<S> <C> <C>
SHORT-TERM SECURITIES (Continued)
Commercial Paper (Continued)
Fabricated Metal Products - 3.52%
Danaher Corporation,
4.9388%, Master Note ................................. $1,565 $ 1,565,000

Food and Kindred Products - 4.18%
General Mills, Inc.,
4.7938%, Master Note ................................. 1,855 1,855,000

Instruments and Related Products - 5.63%
Raytheon Company,
5.05%, 4-1-99 ........................................ 2,500 2,500,000

TOTAL SHORT-TERM SECURITIES - 20.96% $ 9,310,858
(Cost: $9,310,858)

TOTAL INVESTMENT SECURITIES - 98.02% $43,542,755
(Cost: $31,502,687)

CASH AND OTHER ASSETS, NET OF LIABILITIES - 1.98% 881,627

NET ASSETS - 100.00% $44,424,382
</TABLE>

See Notes to Schedules of Investments on page 129.

104
<PAGE>

THE INVESTMENTS OF
INTERNATIONAL GROWTH FUND
MARCH 31, 1999

<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
COMMON STOCKS
Australia - 0.73%
LibertyOne Limited (A)* ................................. 1,050,360 $ 732,868

Bermuda - 0.63%
ESG Re Limited .......................................... 40,000 633,750

Brazil - 0.14%
CompanLia de Saneamento Desico do Estado
De Sao Paulo (A) ..................................... 2,200,000 138,213

China - 0.12%
Jinpan International Limited* ........................... 57,000 121,125

Finland - 5.78%
Nokia Corporation, Series A (A) (C) ..................... 10,000 1,611,622
Sonera Group plc (A)* ................................... 97,000 1,614,648
TT Tieto Oy, Class B (A) ................................ 42,000 1,731,926
Teleste OY (A) (C)* ..................................... 94,000 848,398
Total ................................................ 5,806,594

France - 13.01%
AXA-UAP (A) ............................................. 10,000 1,327,345
Alcatel Alsthom Compagnie Generale
d'Electricite (A) .................................... 8,000 920,927
ALTRAN TECHNOLOGIES (A) ................................. 5,100 1,295,459
Credit Commercial de France (A) ......................... 10,800 997,519
Dassault Systemes S.A. (A) .............................. 10,789 400,001
Dexia France (A) ........................................ 4,850 678,886
Elf Acquitaine (A) ...................................... 7,800 1,060,622
Generale de Geophysique S.A. (A)* ....................... 4,500 167,810
Lagardere SCA (A) ....................................... 17,500 569,175
Societe Generale, Class A (A) ........................... 6,450 1,240,981
Societe Industrielle de Transports
Automobiles S.A. (A) ................................. 1,875 423,578
Suez Lyonnaise des Eaux (A) ............................. 11,613 2,151,497
Unilog SA (A) ........................................... 1,791 901,158
VIVENDI (A) ............................................. 3,775 929,923
Total ................................................ 13,064,881

Germany - 9.65%
Altana AG (A) ........................................... 5,400 352,255
Augusta Beteiligungs AG (A)* ............................ 12,600 863,466
Deutsche Prandbrief- und
Hypothekenbank AG (A) ................................ 9,750 863,653
LHS Group Inc. (A)* ..................................... 17,000 488,783
Linde AG (A) ............................................ 1,380 789,079
</TABLE>

See Notes to Schedules of Investments on page 129.

105
<PAGE>

THE INVESTMENTS OF
INTERNATIONAL GROWTH FUND
MARCH 31, 1999

<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
COMMON STOCKS (Continued)
Germany (Continued)
Ludwig Beck am Rathauseck-Textilhaus
Feldmeier AG, Ordinary Bearer
Shares (A) (C)* ...................................... 25,000 $ 405,338
Mannesmann AG (A) ....................................... 20,000 2,557,409
PrimaCom AG, ADR* ....................................... 43,075 753,813
Rhoen-Klinikum AG (A) ................................... 10,773 1,187,743
SCM Microsystems, Inc. (A)* ............................. 10,000 605,304
Teleplan International N.V. (A)* ........................ 12,415 815,898
Total ................................................ 9,682,741

Greece - 2.50%
Alpha Credit Bank (A) ................................... 10,000 1,329,579
Panafon Hellenic Telecommunications
Company S.A. (A)* .................................... 22,775 592,195
Panafon Hellenic Telecommunications
Company S.A. (A) (C)* ................................ 22,800 592,845
Total ................................................ 2,514,619

Italy - 7.92%
Banca Commerciale Italiana SpA (A) ...................... 131,000 1,076,144
Banca Popolare di Bergamo - Credito
Varesino (A) ......................................... 15,900 403,878
Class Editori S.p.A. (A)* ............................... 184,500 1,639,282
Istituto Bancario San Paolo di
Torino - Istituto Mobiliare
Italiano S.p.A. (A) .................................. 52,500 854,046
Seat-Pagine Gialle S.p.A. (A) ........................... 2,300,000 1,839,692
Telecom Italia Mobile S.p.A., Risp (A) .................. 200,000 1,188,990
TELECOM ITALIA S.p.A., Ordinary
Shares (A) ........................................... 89,300 949,800
Total ................................................ 7,951,832

Japan - 11.23%
Bank of Tokyo-Mitsubishi, Ltd. (The) (A)................. 70,000 964,173
Benesse Corporation (A) ................................. 11,600 936,929
Keyence Corporation (A) ................................. 7,400 1,105,456
Matsushita Communication Industrial
Co., Ltd. (A) ........................................ 15,000 1,014,052
NTT Mobile Communications Network,
Inc. (A) ............................................. 24 1,184,960
Nichiei Co., Ltd. (A) ................................... 12,200 1,092,476
Nippon Telegraph and Telephone
Corporation (A) ...................................... 100 979,027
Olympus Optical Co., Ltd. (A) ........................... 77,000 1,013,799
PROMISE Co., Ltd. (A) ................................... 28,100 1,484,627
ROHM CO., LTD. (A) ...................................... 8,500 1,015,107
Sanwa Bank, Ltd. (The) (A) .............................. 45,000 488,036
Total ................................................ 11,278,642
</TABLE>

See Notes to Schedules of Investments on page 129.

106
<PAGE>

THE INVESTMENTS OF
INTERNATIONAL GROWTH FUND
MARCH 31, 1999

<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
COMMON STOCKS (Continued)
Mexico - 0.61%
Grupo Financiero Banamex-Accival S.A.(A)* ............... 280,000 $ 609,144

Netherlands - 7.29%
ASR Verzekeringsgroep N.V. (A) .......................... 7,500 555,312
Athlon Groep N.V. (A) ................................... 7,000 184,239
Benckiser N.V., Class B (A) ............................. 21,200 1,190,438
Cap Gemini N.V. (A) ..................................... 15,000 800,136
EQUANT N.V. (A)* ........................................ 27,241 2,072,914
Ordina N.V. (A)* ........................................ 56,160 1,481,162
Unique International NV (A) ............................. 35,702 1,032,290
Total ................................................ 7,316,491

Norway - 1.28%
Blom ASA (A) ............................................ 60,000 156,964
Merkantildata ASA (A) ................................... 125,000 1,125,105
Total ................................................ 1,282,069

Portugal - 1.52%
Ibersol SGPS SA (A) ..................................... 8,000 724,981
Portugal Telecom, S.A., ADS ............................. 18,300 801,769
Total ................................................ 1,526,750

Spain - 4.29%
Abengoa SA (A) .......................................... 45,000 1,271,463
Tele Pizza, S.A. (A)* ................................... 217,080 1,658,917
Telefonica de Espana, S.A. (A) .......................... 32,361 1,374,325
Total ................................................ 4,304,705

Sweden - 1.71%
Biora AB (A)* ........................................... 40,000 280,061
Ortivus AB, B Shares (A)* ............................... 59,750 407,428
Telefonaktiebolaget LM Ericsson, ADR,
Class B .............................................. 43,300 1,032,434
Total ................................................ 1,719,923

Switzerland - 2.09%
Choco Lindt & Spru AG, Registered (A) ................... 20 568,720
Julius Baer Holding AG (A) .............................. 240 779,797
Swisslog Holding AG, Registered
Shares (A) ........................................... 6,565 748,952
Total ................................................ 2,097,469
</TABLE>

See Notes to Schedules of Investments on page 129.

107
<PAGE>

THE INVESTMENTS OF
INTERNATIONAL GROWTH FUND
MARCH 31, 1999

<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
COMMON STOCKS (Continued)
United Kingdom - 19.42%
Allied Zurich p.l.c. (A)* ............................... 93,000 $ 1,254,284
CMG plc (A) ............................................. 20,250 574,022
Cable & Wireless Communications plc (A)*................. 100,000 1,130,640
Capita Group plc (The) (A) .............................. 117,000 1,349,306
COLT Telecom Group plc, ADR* ............................ 50,000 3,592,188
Computacenter plc (A) (C)* .............................. 72,000 657,063
Energis plc (A)* ........................................ 56,100 1,558,539
Misys plc (A) ........................................... 209,740 2,127,489
Orange plc (A)* ......................................... 69,500 972,140
PizzaExpress plc (A) .................................... 50,000 713,918
Select Appointments (Holdings) Public
Limited Company (A) .................................. 59,000 792,869
Sema Group plc (A) ...................................... 102,572 1,153,093
Telewest Communications plc (A) (C)* .................... 172,000 744,543
Telewest Communications plc (A)* ........................ 228,000 986,952
Vodafone Group Plc (A) .................................. 101,450 1,884,413
Total ................................................ 19,491,459

United States - 3.36%
Global TeleSystems Group, Inc.* ......................... 17,700 989,541
MetroNet Communications Corp., Class B* ................. 43,400 2,387,000
Total ................................................ 3,376,541

TOTAL COMMON STOCKS - 93.28% $ 93,649,816
(Cost: $72,776,167)

PREFERRED STOCKS
Germany - 2.46%
GEA AG (A) .............................................. 30,000 599,900
Marschollek, Lautenschlager und
Partner AG (A) ....................................... 2,500 1,353,827
Moebel Walther AG (A) ................................... 30,000 515,589
Total ................................................ 2,469,316

Portugal - 1.08%
Lusomundo-SGPS, S.A. (A) ................................ 100,000 1,080,900

TOTAL PREFERRED STOCKS - 3.54% $ 3,550,216
(Cost: $3,071,329)
</TABLE>

See Notes to Schedules of Investments on page 129.

108
<PAGE>

THE INVESTMENTS OF
INTERNATIONAL GROWTH FUND
MARCH 31, 1999

Value

TOTAL SHORT-TERM SECURITIES - 3.77% $ 3,784,570
(Cost: $3,784,570)

TOTAL INVESTMENT SECURITIES - 100.59% $100,984,602
(Cost: $79,632,066)

LIABILITIES, NET OF CASH AND OTHER ASSETS - (0.59%) (591,446)

NET ASSETS - 100.00% $100,393,156

See Notes to Schedules of Investments on page 129.

109
<PAGE>

THE INVESTMENTS OF
ASSET STRATEGY FUND
MARCH 31, 1999

<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
COMMON STOCKS
Business Services - 0.89%
Teradyne, Inc.* ......................................... 5,000 $ 272,812

Chemicals and Allied Products - 9.60%
Bristol-Myers Squibb Company ............................ 7,500 482,344
du Pont (E.I.) de Nemours and Company ................... 7,800 452,887
Forest Laboratories, Inc.* .............................. 5,800 326,975
Merck & Co., Inc. ....................................... 5,200 416,975
Pharmacia & Upjohn, Inc. ................................ 5,600 349,300
Procter & Gamble Company (The) .......................... 4,800 470,100
Warner-Lambert Company .................................. 6,900 456,694
Total ................................................ 2,955,275

Cable and Other Pay Television Services - 2.18%
Cox Communications, Inc., Class A* ...................... 4,500 340,312
TCA Cable TV, Inc. ...................................... 7,600 330,363
Total ................................................ 670,675

Communication - 1.14%
Bell Atlantic Corporation ............................... 6,800 351,475

Eating and Drinking Places - 1.20%
Wendy's International, Inc. ............................. 13,000 369,688

Electronic and Other Electric Equipment - 6.19%
Analog Devices, Inc.* ................................... 10,300 306,425
EchoStar Communications Corporation,
Class A* ............................................. 5,200 423,800
Gemstar International Group Limited* .................... 5,000 375,625
Intel Corporation ....................................... 4,300 511,162
Micron Technology, Inc.* ................................ 6,000 289,500
Total ................................................ 1,906,512

Fabricated Metal Products - 1.99%
Fortune Brands, Inc. .................................... 11,200 433,300
Newell Rubbermaid Inc. .................................. 3,800 180,500
Total ................................................ 613,800

Food and Kindred Products - 1.42%
Ralston-Ralston Purina Group ............................ 16,400 437,675

Industrial Machinery and Equipment - 2.01%
Applied Materials, Inc.* ................................ 5,200 320,938
Case Corporation ........................................ 11,700 296,887
Total ................................................ 617,825
</TABLE>

See Notes to Schedules of Investments on page 129.

110
<PAGE>

THE INVESTMENTS OF
ASSET STRATEGY FUND
MARCH 31, 1999

<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
COMMON STOCKS
Instruments and Related Products - 4.34%
Baxter International Inc. ............................... 4,300 $ 283,800
Guidant Corporation ..................................... 5,400 326,700
KLA-Tencor Corporation* ................................. 5,300 257,547
Raytheon Company, Class B ............................... 8,000 469,000
Total ................................................ 1,337,047

Motion Pictures - 2.64%
AT&T Corp. - Liberty Media Group,
Class A* ............................................. 6,100 321,013
Time Warner Incorporated ................................ 6,900 490,331
Total ................................................ 811,344

Prepackaged Software - 2.62%
Microsoft Corporation* .................................. 9,000 806,344

Primary Metal Industries - 0.99%
USX Corporation - U.S. Steel Group ...................... 12,900 303,150

Radio and Television Broadcasting - 1.18%
Clear Channel Communications, Inc.* ..................... 5,400 362,138

Stone, Clay and Glass Products - 1.38%
Gentex Corporation* ..................................... 19,700 424,781

Transportation By Air - 2.46%
Northwest Airlines Corporation,
Class A* ............................................. 11,100 308,372
Southwest Airlines Co. .................................. 14,800 447,700
Total ................................................ 756,072

Transportation Equipment - 4.06%
Ford Motor Company ...................................... 5,200 295,100
General Motors Corporation .............................. 5,200 451,750
Newport News Shipbuilding Inc. .......................... 15,900 503,831
Total ................................................ 1,250,681

Trucking and Warehousing - 1.34%
CNF Transportation Inc. ................................. 10,900 412,156

Wholesale Trade - Durable Goods - 1.16%
Johnson & Johnson ....................................... 3,800 356,013

Wholesale Trade - Nondurable Goods - 0.95%
U.S. Foodservice* ....................................... 6,300 292,950

TOTAL COMMON STOCKS - 49.74% $15,308,413
(Cost: $13,473,620)
</TABLE>

See Notes to Schedules of Investments on page 129.

111
<PAGE>

THE INVESTMENTS OF
ASSET STRATEGY FUND
MARCH 31, 1999

<TABLE>
<CAPTION>
Principal
Amount in
Thousands Value
<S> <C> <C>
CORPORATE DEBT SECURITY - 0.91%
Petroleum and Coal Products
Petroleos Mexicanos (Daily Adjusted Yield
Securities (DAYS)),
9.85689%, 7-15-2005 .................................. $ 300 $ 279,750
(Cost: $277,500)

UNITED STATES GOVERNMENT SECURITIES
Federal Home Loan Banks:
6.2%, 2-27-2004 ...................................... 300 299,976
6.02%, 3-30-2006 ..................................... 300 294,843
United States Treasury:
7.125%, 2-29-2000 .................................... 60 61,181
5.625%, 12-31-2002 ................................... 4,900 4,971,197
7.5%, 2-15-2005 ...................................... 60 66,515
5.875%, 11-15-2005 ................................... 1,250 1,284,375
6.125%, 8-15-2007 ................................... 4,050 4,239,824
5.625%, 5-15-2008 .................................... 2,000 2,035,940

TOTAL UNITED STATES GOVERNMENT
SECURITIES - 43.06% $13,253,851
(Cost: $13,377,295)

SHORT-TERM SECURITIES
Commercial Paper
Fabricated Metal Products - 2.85%
Danaher Corporation,
4.9388%, Master Note ................................. 878 878,000

Food and Kindred Products - 2.47%
General Mills, Inc.,
4.7938%, Master Note ................................. 760 760,000

TOTAL SHORT-TERM SECURITIES - 5.32% $ 1,638,000
(Cost: $1,638,000)

TOTAL INVESTMENT SECURITIES - 99.03% $30,480,014
(Cost: $28,766,415)

CASH AND OTHER ASSETS, NET OF LIABILITIES - 0.97% 299,796

NET ASSETS - 100.00% $30,779,810
</TABLE>

See Notes to Schedules of Investments on page 129.

112
<PAGE>

THE INVESTMENTS OF
LIMITED-TERM BOND FUND
MARCH 31, 1999

<TABLE>
<CAPTION>
Principal
Amount in
Thousands Value
<S> <C> <C>
CORPORATE DEBT SECURITIES
Auto Repair, Services and Parking - 2.39%
Hertz Corporation (The),
7.375%, 6-15-2001 .................................... $ 500 $ 515,230

Chemicals and Allied Products - 2.37%
American Home Products Corporation,
7.7%, 2-15-2000 ...................................... 500 510,430

Communication - 2.45%
GTE Corporation,
9.375%, 12-1-2000 .................................... 500 529,525

Depository Institutions - 6.43%
Aristar, Inc.,
5.85%, 1-27-2004 ..................................... 500 494,400
SouthTrust Corporation,
9.95%, 6-1-99 ........................................ 291 292,976
Wells Fargo & Company,
8.375%, 5-15-2002 .................................... 558 599,671
Total ................................................ 1,387,047

Electric, Gas and Sanitary Services - 8.38%
NorAm Energy Corp.,
6.375%, 11-1-2003 .................................... 500 493,510
UtiliCorp United,
6.875%, 10-1-2004 .................................... 500 516,415
WMX Technologies, Inc.:
8.25%, 11-15-99 ...................................... 580 589,970
7.0%, 5-15-2005 ...................................... 200 207,782
Total ................................................ 1,807,677

Electronic and Other Electric Equipment - 2.43%
Black & Decker Corp.,
7.5%, 4-1-2003 ....................................... 500 523,320

Industrial Machinery and Equipment - 2.35%
Tenneco Inc.,
8.2%, 11-15-99 ....................................... 500 507,890

Instruments and Related Products - 3.27%
Baxter International Inc.,
8.125%, 11-15-2001 ................................... 350 368,130
Raytheon Company,
6.3%, 8-15-2000 ...................................... 335 337,965
Total ................................................ 706,095

Insurance Carriers - 2.34%
American General Finance Corporation,
6.2%, 3-15-2003 ...................................... 500 505,010
</TABLE>

See Notes to Schedules of Investments on page 129.

113
<PAGE>

THE INVESTMENTS OF
LIMITED-TERM BOND FUND
MARCH 31, 1999

<TABLE>
<CAPTION>
Principal
Amount in
Thousands Value
<S> <C> <C>
CORPORATE DEBT SECURITIES (Continued)
Nondepository Institutions - 10.79%
Associates Corporation of North America,
8.25%, 12-1-99 ....................................... $ 500 $ 509,820
Avco Financial Services, Inc.,
7.375%, 8-15-2001 .................................... 500 517,665
Ford Motor Credit Company,
5.75%, 1-25-2001 ..................................... 500 501,170
General Motors Acceptance Corporation,
7.0%, 9-15-2002 ...................................... 500 517,485
Household Finance Corporation,
9.0%, 9-28-2001 ...................................... 262 281,142
Total ................................................ 2,327,282

Oil and Gas Extraction - 1.25%
USX Corporation,
9.8%, 7-1-2001 ....................................... 250 268,855

Personal Services - 2.32%
Service Corporation International,
6.375%, 10-1-2000..................................... 500 499,905

Petroleum and Coal Products - 2.13%
Chevron Corporation Profit Sharing/Savings
Plan Trust Fund,
8.11%, 12-1-2004 ..................................... 430 458,835

Railroad Transportation - 2.91%
Union Pacific Corporation,
7.875%, 2-15-2002 .................................... 600 629,520

Security and Commodity Brokers - 2.37%
Salomon Inc.,
7.75%, 5-15-2000...................................... 500 511,575

Textile Mill Products - 2.32%
Fruit of the Loom, Inc.,
7.875%, 10-15-99 ..................................... 500 501,530

Transportation Equipment - 1.41%
AlliedSignal Inc.,
6.75%, 8-15-2000 ..................................... 300 304,593

Wholesale Trade - Durable Goods - 2.45%
Westinghouse Electric Corporation,
8.875%, 6-1-2001 ..................................... 500 528,405

TOTAL CORPORATE DEBT SECURITIES - 60.36% $13,022,724
(Cost: $12,869,182)
</TABLE>

See Notes to Schedules of Investments on page 129.

114
<PAGE>

THE INVESTMENTS OF
LIMITED-TERM BOND FUND
MARCH 31, 1999

<TABLE>
<CAPTION>
Principal
Amount in
Thousands Value
<S> <C> <C>
MUNICIPAL BOND - 1.51%
Kansas
Kansas Development Finance Authority,
Health Facilities Revenue Bonds
(Stormont-Vail HealthCare, Inc.),
7.25%, 11-15-2002 .................................... $ 310 $ 325,888
(Cost: $310,000)

UNITED STATES GOVERNMENT SECURITIES
Federal Home Loan Mortgage Corporation:
6.4%, 2-15-2018 ...................................... 109 109,332
6.05%, 9-15-2020 ..................................... 537 537,533
Federal National Mortgage Association:
6.0%, 11-1-2000 ...................................... 189 189,377
5.82%, 12-3-2003 ..................................... 500 495,155
7.95%, 3-7-2005 ...................................... 500 512,030
6.21%, 8-15-2005 ..................................... 500 496,955
7.5%, 11-15-2006 ..................................... 500 505,470
8.0%, 2-1-2008 ....................................... 137 140,892
6.5%, 12-1-2010 ...................................... 484 488,106
6.0%, 1-1-2011 ....................................... 377 374,372
6.5%, 2-1-2011 ....................................... 423 426,257
7.0%, 5-1-2011 ....................................... 278 284,059
7.0%, 7-1-2011 ....................................... 311 317,843
7.0%, 9-1-2012 ....................................... 364 372,166
6.0%, 11-1-2013 ...................................... 480 476,763
7.0%, 9-25-2020 ...................................... 1 73
7.0%, 4-1-2026 ....................................... 347 352,127
Government National Mortgage Association:
6.5%, 10-15-2008 ..................................... 165 167,226
7.0%, 7-15-2010 ...................................... 243 249,285
6.5%, 1-15-2014 ...................................... 497 502,851
United States Treasury,
6.25%, 2-15-2007 ..................................... 500 526,170

TOTAL UNITED STATES GOVERNMENT SECURITIES - 34.88% $ 7,524,042
(Cost: $7,508,866)

TOTAL SHORT-TERM SECURITIES - 1.54% $ 331,000
(Cost: $331,000)

TOTAL INVESTMENT SECURITIES - 98.29% $21,203,654
(Cost: $21,019,048)

CASH AND OTHER ASSETS, NET OF LIABILITIES - 1.71% 369,984

NET ASSETS - 100.00% $21,573,638
</TABLE>

See Notes to Schedules of Investments on page 129.

115
<PAGE>

THE INVESTMENTS OF
HIGH INCOME FUND
MARCH 31, 1999

<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
COMMON STOCKS AND WARRANTS
Communication - 0.98%
Allegiance Telecom, Inc., Warrants (C)* ................. 250 $ 10,500
OnePoint Communications Corp., Warrants (C)* ............ 100 100
Sprint Corporation - PCS Group* ......................... 5,000 221,562
VersaTel Telecom International N.V.,
Warrants (C)* ........................................ 250 17,500
Total ................................................ 249,662

Food and Kindred Products - 1.44%
Keebler Foods Company* .................................. 10,000 365,000

General Merchandise Stores - 1.16%
Fred Meyer, Inc.* ....................................... 5,000 294,375

Instruments and Related Products - 1.48%
Maxxim Medical, Inc.* ................................... 20,000 377,500

Paper and Allied Products - 0.00%
SF Holdings Group, Inc., Class C (C)* ................... 500 1,000

Radio and Television Broadcasting - 1.06%
Infinity Broadcasting Corporation,
Class A* ............................................. 10,500 270,375

Wholesale Trade - Nondurable Goods - 0.55%
U.S. Foodservice* ....................................... 3,000 139,500

TOTAL COMMON STOCKS AND WARRANTS - 6.67% $ 1,697,412
(Cost: $1,497,077)

<CAPTION>
Principal
Amount in
Thousands
<S> <C> <C>
CORPORATE DEBT SECURITIES
Agricultural Production - Crops - 0.60%
Frank's Nursery & Crafts, Inc.,
10.25%, 3-1-2008 ..................................... $100 99,250
Hines Horticulture, Inc.,
11.75%, 10-15-2005 ................................... 49 53,287
Total ................................................ 152,537

Amusement and Recreation Services - 4.09%
Hollywood Park, Inc.,
9.25%, 2-15-2007 (C) ................................. 250 256,875
Mohegan Tribal Gaming Authority,
8.75%, 1-1-2009 (C) .................................. 250 260,937
Premier Parks Inc.,
0.0%, 4-1-2008 (D) ................................... 750 521,250
Total ................................................ 1,039,062
</TABLE>

See Notes to Schedules of Investments on page 129.

116
<PAGE>

THE INVESTMENTS OF
HIGH INCOME FUND
MARCH 31, 1999

<TABLE>
<CAPTION>
Principal
Amount in
Thousands Value
<S> <C> <C>
CORPORATE DEBT SECURITIES (Continued)
Auto Repair, Services and Parking - 0.92%
Safelite Glass Corp.,
9.875%, 12-15-2006 ................................... $250 $ 233,438

Building Materials and Garden Supplies - 1.87%
Henry Company,
10.0%, 4-15-2008 ..................................... 250 252,187
ISG Resources, Inc.,
10.0%, 4-15-2008 ..................................... 220 223,300
Total ................................................ 475,487

Business Services - 1.53%
Lamar Advertising Company:
9.625%, 12-1-2006 .................................... 25 27,000
8.625%, 9-15-2007 .................................... 250 263,125
Rental Service Corporation,
9.0%, 5-15-2008 ...................................... 100 100,000
Total ................................................ 390,125

Cable and Other Pay Television Services - 3.96%
Bresnan Communications Group LLC and
Bresnan Capital Corporation:
0.0%, 2-1-2009 (C)(D) ................................ 100 68,000
8.0%, 2-1-2009 (C) ................................... 100 101,000
Charter Communications Holdings, LLC
and Charter Communications Holdings
Capital Corporation:
8.625%, 4-1-2009 (C) ................................. 500 514,375
0.0%, 4-1-2011 (C)(D) ................................ 500 323,125
Total ................................................ 1,006,500

Chemicals and Allied Products - 3.02%
Aqua-Chem, Inc.,
11.25%, 7-1-2008 ..................................... 250 220,000
Spinnaker Industries, Inc.,
10.75%, 10-15-2006 ................................... 50 35,000
United Industries Corporation,
9.875%, 4-1-2009 (C) ................................. 500 513,750
Total ................................................ 768,750

Communication - 24.62%
Allegiance Telecom, Inc.,
0.0%, 2-15-2008 (D) .................................. 250 155,625
Concentric Network Corporation,
12.75%, 12-15-2007 ................................... 250 285,625
Hyperion Telecommunications, Inc.:
0.0%, 4-15-2003 (D) .................................. 250 206,250
12.0%, 11-1-2007 (C) ................................. 250 261,250
</TABLE>

See Notes to Schedules of Investments on page 129.

117
<PAGE>

THE INVESTMENTS OF
HIGH INCOME FUND
MARCH 31, 1999

<TABLE>
<CAPTION>
Principal
Amount in
Thousands Value
<S> <C> <C>
CORPORATE DEBT SECURITIES (Continued)
Communication (Continued)
ICG Services, Inc.,
0.0%, 5-1-2008 (D) ................................... $100 $ 59,750
ITC /\ DeltaCom, Inc.:
11.0%, 6-1-2007 ...................................... 250 275,313
8.875%, 3-1-2008 ..................................... 100 100,500
IXC Communications, Inc.,
9.0%, 4-15-2008 ...................................... 250 260,000
Intermedia Communications Inc.,
8.5%, 1-15-2008 ...................................... 250 248,750
Iridium LLC and Iridium Capital
Corporation:
10.875%, 7-15-2005 ................................... 100 38,000
11.25%, 7-15-2005 .................................... 100 38,000
13.0%, 7-15-2005 ..................................... 100 42,000
Level 3 Communications, Inc.:
9.125%, 5-1-2008 ..................................... 250 250,625
0.0%, 12-1-2008 (C)(D) ............................... 500 313,125
MetroNet Communications Corp.,
0.0%, 6-15-2008 (D) .................................. 500 386,250
Microcell Telecommunications Inc.,
0.0%, 6-1-2006 (D) ................................... 100 81,500
Nextel Communications, Inc.:
9.75%, 8-15-2004 ..................................... 500 517,500
0.0%, 2-15-2008 (D) .................................. 100 70,000
Nextel Partners, Inc.,
0.0%, 2-1-2009 (C)(D) ................................ 500 290,000
NEXTLINK Communications, Inc.,
9.625%, 10-1-2007 .................................... 100 101,500
OnePoint Communications Corp.,
14.5%, 6-1-2008 (C) .................................. 100 52,500
Qwest Communications International Inc.,
0.0%, 10-15-2007 (D) ................................. 250 198,125
RSL Communications, Ltd.,
10.5%, 11-15-2008 .................................... 500 527,500
Sprint Spectrum L.P.,
0.0%, 8-15-2006 (D) .................................. 600 547,896
Time Warner Telecom LLC and Time
Warner Telecom Inc.,
9.75%, 7-15-2008 ..................................... 250 267,500
VersaTel Telecom International N.V.,
13.25%, 5-15-2008 .................................... 250 260,625
Viatel, Inc.,
11.5%, 3-15-2009 (C) ................................. 250 260,000
WinStar Communications, Inc.,
10.0%, 3-15-2008 ..................................... 250 167,500
Total ................................................ 6,263,209
</TABLE>

See Notes to Schedules of Investments on page 129.

118
<PAGE>

THE INVESTMENTS OF
HIGH INCOME FUND
MARCH 31, 1999

<TABLE>
<CAPTION>
Principal
Amount in
Thousands Value
<S> <C> <C>
CORPORATE DEBT SECURITIES (Continued)
Eating and Drinking Places - 3.32%
Domino's Pizza, Inc.,
10.375%, 1-15-2009 (C) ............................... $100 $ 103,000
Foodmaker, Inc.,
8.375%, 4-15-2008 .................................... 500 498,750
NE Restaurant Company, Inc.,
10.75%, 7-15-2008 .................................... 250 241,875
Total ................................................ 843,625

Electric, Gas and Sanitary Services - 0.96%
Allied Waste North America, Inc.,
7.875%, 1-1-2009 ..................................... 250 245,000

Electronic and Other Electric Equipment - 3.67%
Communications Instruments, Inc.,
10.0%, 9-15-2004 ..................................... 50 48,313
EchoStar DBS Corporation,
9.375%, 2-1-2009 (C) ................................. 500 517,500
Elgar Holdings, Inc.,
9.875%, 2-1-2008 ..................................... 250 195,000
WESCO International, Inc.,
0.0%, 6-1-2008 (D) ................................... 250 173,125
Total ................................................ 933,938

Fabricated Metal Products - 2.01%
AXIA Incorporated,
10.75%, 7-15-2008 .................................... 250 249,687
Neenah Corporation,
11.125%, 5-1-2007 .................................... 250 262,500
Total ................................................ 512,187

Food and Kindred Products - 0.21%
Southern Foods Group, L.P.
and SFG Capital Corporation,
9.875%, 9-1-2007 ..................................... 50 52,563

Hotels and Other Lodging Places - 3.86%
Coast Hotels and Casinos, Inc.,
9.5%, 4-1-2009 (C) ................................... 100 101,250
MGM Grand, Inc.,
6.875%, 2-6-2008 ..................................... 500 469,520
Station Casinos, Inc.,
8.875%, 12-1-2008 (C) ................................ 400 410,000
Total ................................................ 980,770
</TABLE>

See Notes to Schedules of Investments on page 129.

119
<PAGE>

THE INVESTMENTS OF
HIGH INCOME FUND
MARCH 31, 1999

<TABLE>
<CAPTION>
Principal
Amount in
Thousands Value
<S> <C> <C>
CORPORATE DEBT SECURITIES (Continued)
Industrial Machinery and Equipment - 3.42%
National Equipment Services, Inc.,
10.0%, 11-30-2004 .................................... $500 $ 505,750
Tokheim Corporation,
11.375%, 8-1-2008 (C) ................................ 250 265,625
Walbro Corporation,
9.875%, 7-15-2005 .................................... 100 98,375
Total ................................................ 869,750

Instruments and Related Products - 1.45%
Cole National Group, Inc.,
9.875%, 12-31-2006 ................................... 125 128,906
Universal Hospital Services, Inc.,
10.25%, 3-1-2008 ..................................... 260 240,500
Total ................................................ 369,406

Miscellaneous Manufacturing Industries - 1.11%
AAi.Fostergrant, Inc.,
10.75%, 7-15-2006 .................................... 250 197,500
Amscan Holdings, Inc.,
9.875%, 12-15-2007 ................................... 100 86,000
Total ................................................ 283,500

Miscellaneous Retail - 1.79%
MTS INCORPORATED,
9.375%, 5-1-2005 ..................................... 250 241,250
Michaels Stores, Inc.,
10.875%, 6-15-2006 ................................... 200 214,500
Total ................................................ 455,750

Motion Pictures - 2.64%
Hollywood Theaters, Inc.,
10.625%, 8-1-2007 .................................... 250 161,250
Regal Cinemas, Inc.,
9.5%, 6-1-2008 ....................................... 500 510,625
Total ................................................ 671,875

Paper and Allied Products - 2.23%
Buckeye Technologies Inc.,
8.0%, 10-15-2010 ..................................... 250 251,250
Republic Group Incorporated,
9.5%, 7-15-2008 ...................................... 250 253,438
SF Holdings Group, Inc.,
0.0%, 3-15-2008 (D) .................................. 250 61,875
Total ................................................ 566,563

Petroleum and Coal Products - 1.57%
Building Materials Corporation of America,
8.0%, 12-1-2008 (C) .................................. 400 399,000
</TABLE>

See Notes to Schedules of Investments on page 129.

120
<PAGE>

THE INVESTMENTS OF
HIGH INCOME FUND
MARCH 31, 1999

<TABLE>
<CAPTION>
Principal
Amount in
Thousands Value
<S> <C> <C>
CORPORATE DEBT SECURITIES (Continued)
Primary Metal Industries - 1.37%
California Steel Industries, Inc.,
8.5%, 4-1-2009 (C) ................................... $100 $ 101,500
Wheeling-Pittsburgh Corporation,
9.25%, 11-15-2007 .................................... 250 246,250
Total ................................................ 347,750

Printing and Publishing - 5.39%
Big Flower Press Holdings, Inc.,
8.625%, 12-1-2008 (C) ................................ 500 505,000
Perry-Judd's Incorporated,
10.625%, 12-15-2007 .................................. 250 256,250
TransWestern Publishing Company LLC,
9.625%, 11-15-2007 ................................... 100 105,000
World Color Press, Inc.,
8.375%, 11-15-2008 (C) ............................... 500 503,750
Total ................................................ 1,370,000

Radio and Television Broadcasting - 2.47%
ACME Television, LLC,
0.0%, 9-30-2004 (D) .................................. 100 85,250
Chancellor Media Corporation of
Los Angeles,
8.0%, 11-1-2008 (C) .................................. 250 260,312
LIN Holdings Corp.,
0.0%, 3-1-2008 (D) ................................... 250 176,250
Salem Communications Corporation,
9.5%, 10-1-2007 ...................................... 75 79,500
Sinclair Broadcast Group, Inc.,
10.0%, 9-30-2005 ..................................... 25 26,500
Total ................................................ 627,812

Real Estate - 0.40%
Delco Remy International, Inc.,
8.625%, 12-15-2007 ................................... 100 102,000

Rubber and Miscellaneous Plastics Products - 2.96%
Heafner (J.H.) Company, Inc. (The):
10.0%, 5-15-2008 ..................................... 100 102,375
10.0%, 5-15-2008 (C) ................................. 400 409,500
Home Products International, Inc.,
9.625%, 5-15-2008 .................................... 250 241,250
Total ................................................ 753,125

Social Services - 0.97%
La Petite Academy, Inc. and LPA Holding Corp.,
10.0%, 5-15-2008 ..................................... 250 246,250
</TABLE>

See Notes to Schedules of Investments on page 129.

121
<PAGE>

THE INVESTMENTS OF
HIGH INCOME FUND
MARCH 31, 1999

<TABLE>
<CAPTION>
Principal
Amount in
Thousands Value
<S> <C> <C>
CORPORATE DEBT SECURITIES (Continued)
Textile Mill Products - 0.77%
Galey & Lord, Inc.,
9.125%, 3-1-2008 ..................................... $250 $ 195,000

Transportation by Air - 1.99%
Atlas Air, Inc.,
9.375%, 11-15-2006 (C) ............................... 500 505,625

Transportation Equipment - 0.39%
Federal-Mogul Corporation,
7.875%, 7-1-2010 ..................................... 100 99,886

Trucking and Warehousing - 0.21%
Pierce Leahy Corp.,
9.125%, 7-15-2007 .................................... 50 52,500

TOTAL CORPORATE DEBT SECURITIES - 85.77% $21,812,983
(Cost: $22,032,283)

OTHER GOVERNMENT SECURITY - 0.99%
Mexico
United Mexican States,
9.75%, 4-6-2005 ...................................... 250 $ 250,938
(Cost: $249,910)

TOTAL SHORT-TERM SECURITIES - 4.85% $ 1,234,000
(Cost: $1,234,000)

TOTAL INVESTMENT SECURITIES - 98.28% $24,995,333
(Cost: $25,013,270)

CASH AND OTHER ASSETS, NET OF LIABILITIES - 1.72% 437,530

NET ASSETS - 100.00% $25,432,863
</TABLE>

See Notes to Schedules of Investments on page 129.

122
<PAGE>

THE INVESTMENTS OF
MUNICIPAL BOND FUND
MARCH 31, 1999

<TABLE>
<CAPTION>
Principal
Amount in
Thousands Value
<S> <C> <C>
MUNICIPAL BONDS
ALASKA - 2.43%
City of Valdez, Alaska, Marine
Terminal Revenue Refunding Bonds
(BP Pipelines (Alaska) Inc. Project),
Series 1993A,
5.85%, 8-1-2025 ...................................... $1,000 $ 1,041,250

ARIZONA - 0.66%
City of Bullhead City, Arizona, Bullhead
Parkway Improvement District,
Improvement Bonds,
6.1%, 1-1-2013 ....................................... 270 285,187

ARKANSAS - 1.00%
Baxter County, Arkansas, Industrial Development
Revenue Refunding Bonds (Aeroquip Corporation
Project), Series 1993,
5.8%, 10-1-2013 ...................................... 400 429,500

CALIFORNIA - 4.04%
Foothill/Eastern Transportation Corridor
Agency, Toll Road Revenue Bonds, Series
1995A,
0.0%, 1-1-2013 (D) ................................... 2,000 1,732,500

COLORADO - 4.73%
Colorado Health Facilities Authority, Hospital
Revenue Bonds (Steamboat Springs Health Care
Association Project), Series 1997,
5.75%, 9-15-2022 ..................................... 1,000 1,016,250
Boulder County, Colorado, Hospital Development
Revenue Bonds (Longmont United Hospital
Project), Series 1997,
5.6%, 12-1-2027 ...................................... 1,000 1,012,500
Total ................................................ 2,028,750
</TABLE>

See Notes to Schedules of Investments on page 129.

123
<PAGE>

THE INVESTMENTS OF
MUNICIPAL BOND FUND
MARCH 31, 1999

<TABLE>
<CAPTION>
Principal
Amount in
Thousands Value
<S> <C> <C>
MUNICIPAL BONDS (Continued)
DISTRICT OF COLUMBIA - 1.24%
District of Columbia, Redevelopment Land
Agency (Washington, D.C.), Sports Arena
Special Tax Revenue Bonds (Series 1996),
5.625%, 11-1-2010 .................................... $ 515 $ 533,025

FLORIDA - 4.37%
Escambia County, Florida, Pollution Control Revenue
Bonds (Champion International Corporation Project),
Series 1994,
6.9%, 8-1-2022 ....................................... 1,000 1,095,000
Housing Finance Authority of Palm Beach
County, Florida, Multifamily Housing
Revenue Bonds (Windsor Park Apartments
Project), Series 1998A,
5.9%, 6-1-2038 ....................................... 750 780,938
Total ................................................ 1,875,938

INDIANA - 0.95%
East Chicago Elementary School Building
Corporation (Lake County, Indiana),
First Mortgage Bonds, Series 1993A,
5.5%, 1-15-2016 ...................................... 400 409,500

IOWA - 0.82%
Scott County, Iowa, Refunding Certificates
of Participation (County Golf Course
Project, Series 1993),
6.2%, 5-1-2013 ....................................... 340 354,025

KANSAS - 1.72%
The Parks and Recreation Foundation of Johnson
County (Johnson County, Kansas), Lease
Revenue Bonds, Series 1998,
5.25%, 9-1-2018 ...................................... 750 736,875

MARYLAND - 2.79%
Montgomery County Revenue Authority
(Maryland), Golf Course System Revenue
Bonds, Series 1996A,
6.125%, 10-1-2022 .................................... 650 687,375
Maryland Health and Higher Educational
Facilities Authority, Project and
Refunding Revenue Bonds, Doctors Community
Hospital Issue, Series 1993,
5.75%, 7-1-2013 ...................................... 500 508,750
Total ................................................ 1,196,125
</TABLE>

See Notes to Schedules of Investments on page 129.

124
<PAGE>

THE INVESTMENTS OF
MUNICIPAL BOND FUND
MARCH 31, 1999

<TABLE>
<CAPTION>
Principal
Amount in
Thousands Value
<S> <C> <C>
MUNICIPAL BONDS (Continued)
MASSACHUSETTS - 5.26%
Massachusetts Health and Educational Facilities
Authority, Revenue Bonds, Caritas Christi
Obligated Group Issue, Series A,
5.625%, 7-1-2020 ..................................... $1,250 $ 1,242,187
Massachusetts Industrial Finance Agency,
Resource Recovery Revenue Refunding Bonds
(Ogden Haverhill Project), Series 1998A,
5.5%, 12-1-2013 ...................................... 1,000 1,015,000
Total ................................................ 2,257,187

MICHIGAN - 4.53%
Michigan Strategic Fund, Limited Obligation
Revenue Bonds (Porter Hills Presbyterian
Village, Inc. Project), Series 1998,
5.375%, 7-1-2028 ..................................... 1,000 995,000
City of Flint Hospital Building Authority,
Revenue Rental Bonds, Series 1998B (Hurley
Medical Center),
5.375%, 7-1-2018 ..................................... 1,000 950,000
Total ................................................ 1,945,000

MISSOURI - 7.09%
The Industrial Development Authority of the
County of Taney, Missouri, Hospital Revenue
Bonds (The Skaggs Community Hospital
Association), Series 1998,
5.3%, 5-15-2018 ...................................... 1,860 1,839,075
Health and Educational Facilities Authority
of the State of Missouri, Educational Facilities
Revenue Bonds (Southwest Baptist University
Project), Series 1998,
5.375%, 10-1-2023 .................................... 700 707,000
City of Fenton, Missouri, Public Facilities
Authority, Leasehold Revenue Bonds,
Series 1997 (City of Fenton, Missouri, Lessee),
5.25%, 1-1-2018 ...................................... 500 495,625
Total ................................................ 3,041,700

MONTANA - 4.68%
Montana Higher Education Student Assistance
Corporation, Student Loan Revenue Bonds,
Subordinate Series 1998-B,
5.5%, 12-1-2031 ...................................... 2,000 2,007,500
</TABLE>

See Notes to Schedules of Investments on page 129.

125
<PAGE>

THE INVESTMENTS OF
MUNICIPAL BOND FUND
MARCH 31, 1999

<TABLE>
<CAPTION>
Principal
Amount in
Thousands Value
<S> <C> <C>
MUNICIPAL BONDS (Continued)
NEBRASKA - 3.59%
Hospital Revenue and Refunding Bonds (Faith
Regional Health Services Project), Series
1998, Issued by Hospital Authority No. 1
of Madison County, Nebraska,
5.35%, 7-1-2018 ...................................... $1,000 $ 1,008,750
Nebraska Higher Education Loan Program, Inc.,
Senior Subordinate Bonds, 1993-2
Series A-5A,
6.2%, 6-1-2013 ....................................... 500 531,875
Total ................................................ 1,540,625

NEVADA - 5.95%
Clark County, Nevada, Industrial Development
Refunding Revenue Bonds (Nevada Power
Company Project), Series 1995B,
5.9%, 10-1-2030 ...................................... 1,500 1,524,375
West Wendover Recreation District, Elko
County, Nevada, General Obligation
(Limited Tax), Recreational Facilities
and Refunding Bonds, Series 1996,
6.25%, 12-1-2021 ..................................... 950 1,029,563
Total ................................................ 2,553,938

NEW JERSEY - 3.78%
New Jersey Economic Development Authority,
Economic Development Refunding Bonds (Preston
Trucking Company, Inc. - 1996 Project),
6.5%, 9-1-2014 ....................................... 1,500 1,621,875

NEW MEXICO - 5.24%
City of Albuquerque, New Mexico, Gross
Receipts/Lodgers' Tax Refunding and
Improvement Revenue Bonds, Series 1991B:
0.0%, 7-1-2013 ....................................... 1,850 945,812
0.0%, 7-1-2013 ....................................... 2,650 1,301,813
Total ................................................ 2,247,625

OHIO - 2.07%
City of Moraine, Ohio, Solid Waste
Disposal Revenue Bonds (General Motors
Corporation Project), Series 1994,
6.75%, 7-1-2014 ...................................... 750 886,875
</TABLE>

See Notes to Schedules of Investments on page 129.

126
<PAGE>

THE INVESTMENTS OF
MUNICIPAL BOND FUND
MARCH 31, 1999

<TABLE>
<CAPTION>
Principal
Amount in
Thousands Value
<S> <C> <C>
MUNICIPAL BONDS (Continued)
OKLAHOMA - 4.41%
Oklahoma Housing Finance Agency, Single
Family Mortgage Revenue Bonds
(Homeownership Loan Program),
1996 Series A,
7.05%, 9-1-2026 ...................................... $1,000 $ 1,108,750
Tulsa Public Facilities Authority (Oklahoma):
Recreational Facilities Revenue Bonds,
Series 1985,
6.2%, 11-1-2012 ...................................... 500 544,375
Assembly Center Lease Payment Revenue
Bonds, Refunding Series 1985,
6.6%, 7-1-2014 ....................................... 200 239,000
Total ................................................ 1,892,125

PENNSYLVANIA - 4.26%
Montgomery County Industrial Development
Authority, Retirement Community Revenue Bonds
(Adult Communities Total Services, Inc.
Obligated Group), Series 1996B,
5.625%, 11-15-2012 ................................... 1,750 1,826,562

TENNESSEE - 7.23%
The Health and Educational Facilities Board
of the Metropolitan Government of Nashville
and Davidson County, Tennessee, Multi-Modal
Interchangeable Rate Health Facility Revenue
Bonds (Richland Place, Inc. Project),
Series 1993,
5.5%, 5-1-2023 ....................................... 1,990 2,054,675
Tennessee Housing Development Agency,
Homeownership Program Bonds, Issue T,
7.375%, 7-1-2023 ..................................... 1,000 1,046,250
Total ................................................ 3,100,925

TEXAS - 4.31%
Texas Department of Housing and Community
Affairs, Single Family Mortgage Revenue
Bonds, Series D (AMT) TEAMS Structure,
5.7%, 9-1-2029 ....................................... 1,000 1,028,750
Sabine River Authority of Texas,
Collateralized Pollution Control
Revenue Refunding Bonds (Texas
Utilities Electric Company Project),
Series 1993B,
5.85%, 5-1-2022 ...................................... 800 822,000
Total ................................................ 1,850,750
</TABLE>

See Notes to Schedules of Investments on page 129.

127
<PAGE>

THE INVESTMENTS OF
MUNICIPAL BOND FUND
MARCH 31, 1999

<TABLE>
<CAPTION>
Principal
Amount in
Thousands Value
<S> <C> <C>
MUNICIPAL BONDS (Continued)
UTAH - 4.61%
Tooele County, Utah, Hazardous Waste Treatment
Revenue Bonds (Union Pacific Corporation/
USPCI, Inc. Project), Series A,
5.7%, 11-1-2026 ...................................... $2,000 $ 1,977,500

VIRGIN ISLANDS - 2.35%
Virgin Islands Public Finance Authority
Revenue and Refunding Bonds (Virgin
Islands Matching Fund Loan Notes),
Series 1998 A (Senior Lien/Refunding),
5.5%, 10-1-2018 ...................................... 1,000 1,008,750

WASHINGTON - 2.36%
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 ..................................... 875 1,012,813

TOTAL MUNICIPAL BONDS - 96.47% $41,394,425
(Cost: $39,372,700)

TOTAL SHORT-TERM SECURITIES - 2.42% $ 1,038,000
(Cost: $1,038,000)

TOTAL INVESTMENT SECURITIES - 98.89% $42,432,425
(Cost: $40,410,700)

CASH AND OTHER ASSETS, NET OF LIABILITIES - 1.11% 475,766

NET ASSETS - 100.00% $42,908,191
</TABLE>

See Notes to Schedules of Investments on page 129.

128
<PAGE>

WADDELL & REED FUNDS, INC.
MARCH 31, 1999

Notes to Schedules of Investments

* No income dividends were paid during the preceding 12 months.

(A) Listed on an exchange outside the United States.

(B) See Note 8 to financial statements.

(C) Security was purchased pursuant to Rule 144A under the Securities Act of
1933 and may be resold in transactions exempt from registration, normally
to qualified institutional buyers. At March 31, 1999, the value of these
securities amounted to $7,326,099 in High Income Fund, or 28.81% of net
assets and $4,862,835 in International Growth Fund, or 4.84% of net assets.

(D) The security does not bear interest for an initial period of time and
subsequently becomes interest bearing.

See Note 1 to financial statements for security valuation and other significant
accounting policies concerning investments.

See Note 4 to financial statements for cost and unrealized appreciation and
depreciation of investments owned for Federal income tax purposes.

129
<PAGE>

WADDELL & REED FUNDS, INC.
STATEMENTS OF ASSETS AND LIABILITIES
MARCH 31, 1999
(In Thousands Except for Per Share and Share Amounts)

<TABLE>
<CAPTION>
Total Science and
Return Growth Technology
Fund Fund Fund
------------ ----------- -----------
<S> <C> <C> <C>
Assets
Investment securities--at
value (Notes 1 and 4) ............................. $508,061 $431,038 $43,543
Cash ................................................. -- -- 2
Receivables:
Fund shares sold .................................. 2,609 1,912 956
Investment securities sold ........................ -- 2,988 --
Dividends and interest ............................ 986 117 14
Prepaid insurance premium ............................ 1 1 --
-------- -------- -------
Total assets .................................... 511,657 436,056 44,515
-------- -------- -------
Liabilities
Payable to Fund shareholders ......................... 1,822 1,346 65
Payable for investment
securities purchased .............................. -- 1,930 --
Accrued service fee -
Class B (Note 3) .................................. 106 87 9
Accrued transfer agency and
dividend disbursing (Note 3) ...................... 102 97 12
Accrued distribution
fee - Class B (Note 3) ............................ 10 8 1
Dividends payable .................................... -- -- --
Accrued accounting
services fee (Note 3) ............................. 5 5 2
Accrued management fee (Note 3) ...................... 10 10 1
Other ................................................ 11 19 1
-------- -------- -------
Total liabilities ............................... 2,066 3,502 91
-------- -------- -------
Total net assets ............................. $509,591 $432,554 $44,424
======== ======== =======
Net Assets
$0.01 par value capital stock
Capital stock ..................................... $ 442 $ 293 $ 25
Additional paid-in capital ........................ 347,677 285,263 32,433
Accumulated undistributed income (loss):
Accumulated undistributed net
investment income ............................... 1,039 -- --
Accumulated undistributed
net realized gain (loss)
on investments .................................. 8,962 29,668 (74)
Net unrealized appreciation
(depreciation) of
investments ..................................... 151,471 117,330 12,040
-------- -------- -------
Net assets applicable to
outstanding units
of capital ................................... $509,591 $432,554 $44,424
======== ======== =======
Net asset value, redemption and offering price per share:
Class B Shares ....................................... $11.52 $14.74 $17.45
Class Y Shares ....................................... $11.78 $15.21 $17.65
Capital shares outstanding:
Class B Shares ....................................... 44,109,295 28,804,995 2,543,511
Class Y Shares ....................................... 117,265 522,230 2,993
Capital shares authorized ............................ 500,000,000 500,000,000 500,000,000
</TABLE>

See notes to financial statements.

130
<PAGE>

WADDELL & REED FUNDS, INC.
STATEMENTS OF ASSETS AND LIABILITIES
MARCH 31, 1999
(In Thousands Except for Per Share and Share Amounts)

<TABLE>
<CAPTION>
International Asset Limited-
Growth Strategy Term Bond
Fund Fund Fund
------------- ------------- -------------
<S> <C> <C> <C>
Assets
Investment securities--at
value (Notes 1 and 4) ............... $100,985 $30,480 $21,204
Cash ................................... 2 2 2
Receivables:
Fund shares sold .................... 436 195 69
Investment securities sold .......... 114 -- --
Dividends and interest .............. 176 187 349
Prepaid insurance premium .............. -- -- --
-------- ------- -------
Total assets ...................... 101,713 30,864 21,624
-------- ------- -------
Liabilities
Payable to Fund shareholders ........... 402 61 27
Payable for investment
securities purchased ................ 833 -- --
Accrued service fee -
Class B (Note 3) .................... 21 6 5
Accrued transfer agency and
dividend disbursing (Note 3) ........ 35 10 7
Accrued distribution
fee - Class B (Note 3) .............. 2 1 --
Dividends payable ...................... -- -- 8
Accrued accounting
services fee (Note 3) ............... 3 2 1
Accrued management fee (Note 3) ........ 2 1 --
Other .................................. 22 3 2
-------- ------- -------
Total liabilities ................. 1,320 84 50
-------- ------- -------
Total net assets ............... $100,393 30,780 21,574
======== ======= =======
Net Assets
$0.01 par value capital stock
Capital stock ....................... $ 64 $ 27 $ 21
Additional paid-in capital .......... 73,783 29,511 21,521
Accumulated undistributed income (loss):
Accumulated undistributed net
investment income (loss) .......... -- 7 --
Accumulated undistributed
net realized gain (loss)
on investments .................... 5,203 (479) (153)
Net unrealized appreciation
(depreciation) of
investments ....................... 21,343 1,714 185
-------- ------- -------
Net assets applicable to
outstanding units
of capital ..................... $100,393 $30,780 $21,574
======== ======= =======
Net asset value, redemption and
offering price per share:
Class B Shares ......................... $15.58 $11.20 $10.16
Class Y Shares ......................... $16.08 $11.21 $10.16
Capital shares outstanding:
Class B Shares ......................... 6,403,190 2,721,011 2,097,951
Class Y Shares ......................... 39,139 27,423 25,887
Capital shares authorized ................. 500,000,000 500,000,000 500,000,000
</TABLE>

See notes to financial statements.

131
<PAGE>

WADDELL & REED FUNDS, INC.
STATEMENTS OF ASSETS AND LIABILITIES
MARCH 31, 1999
(In Thousands Except for Per Share and Share Amounts)

High Municipal
Income Bond
Fund Fund
------------- -------------
Assets
Investment securities--at
value (Notes 1 and 4) .................. $24,995 $42,432
Cash ...................................... 15 1
Receivables:
Fund shares sold ....................... 165 339
Investment securities sold ............. 458 --
Dividends and interest ................. 453 612
Prepaid insurance premium ................. -- --
------- -------
Total assets ......................... 26,086 43,384
------- -------
Liabilities
Payable to Fund shareholders .............. 26 439
Payable for investment
securities purchased ................... 600 --
Accrued service fee -
Class B (Note 3) ....................... 5 9
Accrued transfer agency and
dividend disbursing (Note 3) ........... 7 9
Accrued distribution
fee - Class B (Note 3) ................. 1 1
Dividends payable ......................... 12 14
Accrued accounting
services fee (Note 3) .................. 1 2
Accrued management fee (Note 3) ........... -- 1
Other ..................................... 1 1
------- -------
Total liabilities .................... 653 476
------- -------
Total net assets .................. $25,433 $42,908
======= =======
Net Assets
$0.01 par value capital stock
Capital stock .......................... $ 26 $ 38
Additional paid-in capital ............. 26,186 40,917
Accumulated undistributed income (loss):
Accumulated undistributed net
investment income (loss) ............. -- --
Accumulated undistributed
net realized gain (loss)
on investments ....................... (761) (69)
Net unrealized appreciation
(depreciation) of
investments .......................... (18) 2,022
------- -------
Net assets applicable to
outstanding units
of capital ........................ $25,433 $42,908
======= =======
Net asset value, redemption and
offering price per share:
Class B Shares ............................ $9.94 $11.24
Class Y Shares ............................ $9.94 $11.24
Capital shares outstanding:
Class B Shares ............................ 2,557,210 3,816,221
Class Y Shares ............................ 640 179
Capital shares authorized .................... 500,000,000 500,000,000

See notes to financial statements.

132
<PAGE>

WADDELL & REED FUNDS, INC.
STATEMENTS OF OPERATIONS
For the Fiscal Year Ended MARCH 31, 1999
(In Thousands)

Total Science and
Return Growth Technology
Fund Fund Fund
---------- ---------- -----------
Investment Income (Loss)
Income (Note 1B):
Interest and amortization ............ $ 6,802 $ 3,887 $ 234
Dividends ............................ 3,874 334 7
------- ------- -------
Total income ....................... 10,676 4,221 241
------- ------- -------
Expenses (Notes 2 and 3):
Distribution fee - Class B ........... 3,580 2,628 139
Investment management fee ............ 3,391 2,846 130
Service fee - Class B ................ 1,202 886 47
Transfer agency and dividend
disbursing - Class B ............... 791 764 90
Registration fees .................... 64 55 29
Accounting services fee .............. 60 54 10
Custodian fees ....................... 32 19 5
Audit fees ........................... 16 14 6
Legal fees ........................... 7 5 --
Amortization of prepaid
registration fees .................. -- -- 10
Shareholder servicing fee -
Class Y ............................ 2 2 --
Distribution fee - Class Y ........... 3 4 --
Other ................................ 93 85 9
------- ------- -------
Total expenses ..................... 9,241 7,362 475
------- ------- -------
Net investment income (loss) .... 1,435 (3,141) (234)
------- ------- -------
Realized and Unrealized Gain
(Loss) on Investments (Notes 1 and 4)
Realized net gain (loss)
on securities ........................ 58,725 68,630 148
Realized net loss from foreign
currency transactions ................ -- -- --
Realized net gain on forward
currency contracts ................... -- -- --
------- ------- -------
Realized net gain (loss)
on investments ..................... 58,725 68,630 148
------- ------- -------
Unrealized appreciation (depreciation)
in value of securities during the
period ............................... (24,832) 7,999 10,801
Unrealized depreciation from
translation of assets and
liabilities in foreign currencies .... -- -- --
------- ------- -------
Unrealized appreciation
(depreciation) ..................... (24,832) 7,999 10,801
------- ------- -------
Net gain (loss) on investments ..... 33,893 76,629 10,949
------- ------- -------
Net increase (decrease) in net
assets resulting from
operations ................... $35,328 $73,488 $10,715
======= ======= =======

See notes to financial statements.

133
<PAGE>

WADDELL & REED FUNDS, INC.
STATEMENTS OF OPERATIONS
For the Fiscal Year Ended MARCH 31, 1999
(In Thousands)

<TABLE>
<CAPTION>
International Asset Limited-
Growth Strategy Term Bond
Fund Fund Fund
------------- ---------- -----------
<S> <C> <C> <C>
Investment Income (Loss)
Income (Note 1B):
Interest and amortization ............. $ 267 $824 $1,241
Dividends ............................. 1,365 98 --
------- ----- ------
Total income ........................ 1,632 922 1,241
------- ----- ------
Expenses (Notes 2 and 3):
Distribution fee - Class B ............ 670 185 143
Investment management fee ............. 726 201 108
Service fee - Class B ................. 225 61 48
Transfer agency and dividend
disbursing - Class B ................ 260 65 52
Registration fees ..................... 32 24 23
Accounting services fee ............... 30 15 10
Custodian fees ........................ 121 7 3
Audit fees ............................ 15 11 11
Legal fees ............................ 1 -- --
Amortization of prepaid
registration fees ................... -- -- --
Shareholder servicing fee -
Class Y ............................. 1 -- --
Distribution fee - Class Y ............ 1 1 1
Other ................................. 24 5 6
------- ----- ------
Total expenses ...................... 2,106 575 405
------- ----- ------
Net investment income (loss) ..... (474) 347 836
------- ----- ------
Realized and Unrealized Gain
(Loss) on Investments (Notes 1 and 4)
Realized net gain (loss)
on securities ......................... 10,149 (425) 2
Realized net loss from foreign
currency transactions ................. (105) -- --
Realized net gain on forward
currency contracts .................... 303 -- --
------- ----- ------
Realized net gain (loss)
on investments ...................... 10,347 (425) 2
------- ----- ------
Unrealized appreciation (depreciation)
in value of securities during the
period ................................ (374) 555 2
Unrealized depreciation from
translation of assets and
liabilities in foreign currencies ..... (7) -- --
------- ----- ------
Unrealized appreciation
(depreciation) ...................... (381) 555 2
------- ----- ------
Net gain (loss) on investments ...... 9,966 130 4
------- ----- ------
Net increase (decrease) in net
assets resulting from
operations .................... $ 9,492 $477 $ 840
======= ===== ======
</TABLE>

See notes to financial statements.

134
<PAGE>

WADDELL & REED FUNDS, INC.
STATEMENTS OF OPERATIONS
For the Fiscal Year Ended MARCH 31, 1999
(In Thousands)

High Municipal
Income Bond
Fund Fund
--------- ----------
Investment Income (Loss)
Income (Note 1B):
Interest and amortization .................... $1,604 $2,253
Dividends .................................... -- --
------ ------
Total income ............................... 1,604 2,253
------ ------
Expenses (Notes 2 and 3):
Distribution fee - Class B ................... 142 304
Investment management fee .................... 124 227
Service fee - Class B ........................ 48 101
Transfer agency and dividend
disbursing - Class B ....................... 46 62
Registration fees ............................ 22 22
Accounting services fee ...................... 10 20
Custodian fees ............................... 4 4
Audit fees ................................... 6 11
Legal fees ................................... -- 1
Amortization of prepaid
registration fees .......................... 11 --
Shareholder servicing fee -
Class Y .................................... -- --
Distribution fee - Class Y ................... -- --
Other ........................................ 3 10
------ ------
Total expenses ............................. 416 762
------ ------
Net investment income (loss) ............ 1,188 1,491
------ ------
Realized and Unrealized Gain
(Loss) on Investments (Notes 1 and 4)
Realized net gain (loss)
on securities ................................ (761) 872
Realized net loss from foreign
currency transactions ........................ -- --
Realized net gain on forward
currency contracts ........................... -- --
------ ------
Realized net gain (loss)
on investments ............................. (761) 872
------ ------
Unrealized appreciation (depreciation)
in value of securities during the
period ....................................... (524) (539)
Unrealized depreciation from
translation of assets and
liabilities in foreign currencies ............ -- --
------ ------
Unrealized appreciation
(depreciation) ............................. (524) (539)
------ ------
Net gain (loss) on investments ............. (1,285) 333
------ ------
Net increase (decrease) in net
assets resulting from
operations ........................... $ (97) $1,824
====== ======

See notes to financial statements.

135
<PAGE>

WADDELL & REED FUNDS, INC.
STATEMENTS OF CHANGES IN NET ASSETS
For the Fiscal Year Ended MARCH 31, 1999
(Dollars In Thousands)
Total Science and
Return Growth Technology
Fund Fund Fund
---------- ---------- ----------
Increase in Net Assets
Operations:
Net investment income
(loss) ............................. $ 1,435 $ (3,141) $ (234)
Realized net gain (loss)
on investments ..................... 58,725 68,630 148
Unrealized appreciation
(depreciation) ..................... (24,832) 7,999 10,801
-------- -------- --------
Net increase (decrease) in
net assets resulting from
operations ...................... 35,328 73,488 10,715
-------- -------- --------
Distributions to shareholders (Note 1E):*
From net investment income:
Class B ............................ (383) -- --
Class Y ............................ (8) -- --
From realized net gain on
investment transactions:
Class B ............................ (59,613) (54,879) --
Class Y ............................ (148) (130) --
-------- -------- --------
(60,152) (55,009) --
-------- -------- --------
Capital share transactions
(Note 6) ............................. 60,502 83,928 26,094
-------- -------- --------
Total increase ....................... 35,678 102,407 36,809
Net Assets
Beginning of period ..................... 473,913 330,147 7,615
-------- -------- --------
End of period ........................... $509,591 $432,554 $ 44,424
======== ======== ========
Undistributed net
investment income .................... $1,039 $ -- $ --
====== ==== ====

*See "Financial Highlights" on pages 142 - 157.

See notes to financial statements.

136
<PAGE>

WADDELL & REED FUNDS, INC.
STATEMENTS OF CHANGES IN NET ASSETS
For the Fiscal Year Ended MARCH 31, 1999
(Dollars In Thousands)
International Asset Limited-
Growth Strategy Term Bond
Fund Fund Fund
------------- --------- ---------
Increase in Net Assets
Operations:
Net investment income
(loss) ............................. $ (474) $ 347 $ 836
Realized net gain (loss)
on investments ..................... 10,347 (425) 2
Unrealized appreciation
(depreciation) ..................... (381) 555 2
-------- -------- -------
Net increase (decrease) in
net assets resulting from
operations ...................... 9,492 477 840
-------- -------- -------
Distributions to shareholders (Note 1E):*
From net investment income:
Class B ............................ -- (358) (824)
Class Y ............................ -- (7) (12)
From realized net gain on
investment transactions:
Class B ............................ (5,284) (628) --
Class Y ............................ (31) (6) --
-------- -------- -------
(5,315) (999) (836)
-------- -------- -------
Capital share transactions
(Note 6) ............................. 8,756 11,662 3,238
-------- -------- -------
Total increase ....................... 12,933 11,140 3,242
Net Assets
Beginning of period ..................... 87,460 19,640 18,332
-------- -------- -------
End of period ........................... $100,393 $30,780 $21,574
======== ======== =======
Undistributed net
investment income .................... $ -- $7 $ --
==== ==== ====

*See "Financial Highlights" on pages 142 - 157.

See notes to financial statements.

137
<PAGE>

WADDELL & REED FUNDS, INC.
STATEMENTS OF CHANGES IN NET ASSETS
For the Fiscal Year Ended MARCH 31, 1999
(Dollars In Thousands) High Municipal
Income Bond
Fund Fund
----------- -----------
Increase in Net Assets
Operations:
Net investment income
(loss) ..................................... $ 1,188 $ 1,491
Realized net gain (loss)
on investments ............................. (761) 872
Unrealized appreciation
(depreciation) ............................. (524) (539)
------- -------
Net increase (decrease) in
net assets resulting from
operations .............................. (97) 1,824
------- -------
Distributions to shareholders (Note 1E):*
From net investment income:
Class B .................................... (1,188) (1,491)
Class Y .................................... -- --
From realized net gain on
investment transactions:
Class B .................................... (57) (1,114)
Class Y .................................... -- --
------- -------
(1,245) (2,605)
------- -------
Capital share transactions
(Note 6) ..................................... 14,963 3,666
------- -------
Total increase ............................... 13,621 2,885
Net Assets
Beginning of period ............................. 11,812 40,023
------- -------
End of period ................................... $25,433 $42,908
======= =======
Undistributed net
investment income ............................ $ -- $ --
==== ====

*See "Financial Highlights" on pages 142 - 157.

See notes to financial statements.

138
<PAGE>

WADDELL & REED FUNDS, INC.
STATEMENTS OF CHANGES IN NET ASSETS
For the Period Ended MARCH 31, 1998
(In Thousands)
Total Science and
Return Growth Technology
Fund Fund Fund
------------ ---------- ---------
Increase in Net Assets
Operations:
Net investment income
(loss) ............................. $ (903) $ (2,823) $ (42)
Realized net gain (loss)
on investments ..................... 22,549 24,170 (145)
Unrealized appreciation .............. 108,013 106,888 1,239
-------- -------- ------
Net increase in net assets
resulting from operations ....... 129,659 128,235 1,052
-------- -------- ------
Distributions to shareholders (Note 1E):*
From net investment income
Class B ............................ -- -- --
Class Y ............................ -- -- --
From realized net gain on
investment transactions
Class B ............................ (14,304) (12,537) --
Class Y ............................ (26) (22) --
-------- -------- ------
(14,330) (12,559) --
-------- -------- ------
Capital share transactions
(Note 6) ............................. 40,627 16,119 6,563
-------- -------- ------
Total increase ....................... 155,956 131,795 7,615
Net Assets
Beginning of period ..................... 317,957 198,352 --
-------- -------- ------
End of period ........................... $473,913 $330,147 $7,615
======== ======== ======
Undistributed net
investment income (loss) ............. $ -- $ -- $ --
==== ==== ====

*See "Financial Highlights" on pages 142 - 157.

See notes to financial statements.

139
<PAGE>

WADDELL & REED FUNDS, INC.
STATEMENTS OF CHANGES IN NET ASSETS
For the Period Ended MARCH 31, 1998
(In Thousands) International Asset Limited-
Growth Strategy Term Bond
Fund Fund Fund
------------- ---------- ----------
Increase in Net Assets
Operations:
Net investment income
(loss) ............................. $ (556) $ 320 $ 825
Realized net gain (loss)
on investments ..................... 5,845 1,492 (66)
Unrealized appreciation .............. 16,677 1,660 500
------- ------- -------
Net increase in net assets
resulting from operations ....... 21,966 3,472 1,259
------- ------- -------
Distributions to shareholders (Note 1E):*
From net investment income
Class B ............................ -- (318) (818)
Class Y ............................ -- (5) (8)
From realized net gain on
investment transactions
Class B ............................ (7,173) (681) --
Class Y ............................ (30) (8) --
------- ------- -------
(7,203) (1,012) (826)
------- ------- -------
Capital share transactions
(Note 6) ............................. 21,998 3,666 24
------- ------- -------
Total increase ....................... 36,761 6,126 457
Net Assets
Beginning of period ..................... 50,699 13,514 17,875
------- ------- -------
End of period ........................... $87,460 $19,640 $18,332
======= ======= =======
Undistributed net
investment income (loss) ............. $ -- $25 $ --
==== === ====

*See "Financial Highlights" on pages 142 - 157.

See notes to financial statements.

140
<PAGE>

WADDELL & REED FUNDS, INC.
STATEMENTS OF CHANGES IN NET ASSETS
For the Period Ended MARCH 31, 1998
(In Thousands) High Municipal
Income Bond
Fund Fund
---------- ----------
Increase in Net Assets
Operations:
Net investment income
(loss) ..................................... $ 225 $ 1,527
Realized net gain (loss)
on investments ............................. 57 422
Unrealized appreciation ...................... 506 2,048
------- -------
Net increase in net assets
resulting from operations ............... 788 3,997
------- -------
Distributions to shareholders (Note 1E):*
From net investment income
Class B .................................... (225) (1,527)
Class Y .................................... -- --
From realized net gain on
investment transactions
Class B .................................... -- --
Class Y .................................... -- --
------- -------
(225) (1,527)
------- -------
Capital share transactions
(Note 6) ..................................... 11,249 934
------- -------
Total increase ............................... 11,812 3,404
Net Assets
Beginning of period ............................. -- 36,619
------- -------
End of period ................................... $11,812 $40,023
======= =======
Undistributed net
investment income ............................ $ -- $ --
==== ====

*See "Financial Highlights" on pages 142 - 157.

See notes to financial statements.

141
<PAGE>

FINANCIAL HIGHLIGHTS OF
TOTAL RETURN FUND
Class B Shares
For a Share of Capital Stock Outstanding Throughout Each Period:*

<TABLE>
<CAPTION>
For the fiscal year ended March 31,
-----------------------------------------------------------------------
1999 1998 1997 1996 1995
------- ------ ----- ----- -----
<S> <C> <C> <C> <C> <C>
Net asset value,
beginning of
period .................... $12.24 $9.09 $8.17 $6.37 $6.00
------ ------ ----- ----- -----
Income from investment
operations:
Net investment income
(loss) ................. 0.03 (0.02) (0.01) (0.01) (0.00)
Net realized and
unrealized gain
on investments ......... 0.82 3.56 .98 1.84 0.37
------ ------ ----- ----- -----
Total from investment
operations ................ 0.85 3.54 0.97 1.83 0.37
------ ------ ----- ----- -----
Less distributions:
From net investment
income ................. (0.01) (0.00) (0.00) (0.00) (0.00)
From capital gains ........ (1.56) (0.39) (0.05) (0.03) (0.00)
------ ------ ----- ----- -----
(1.57) (0.39) (0.05) (0.03) (0.00)
------ ------ ----- ----- -----
Net asset value,
end of period ............. $11.52 $12.24 $9.09 $8.17 $6.37
====== ====== ===== ===== =====
Total return ................. 7.47% 39.57% 11.93% 28.75% 6.17%
Net assets, end of
period (000
omitted) .................. $508,210 $472,970 $317,453 $208,233 $104,691
Ratio of expenses
to average net
assets .................... 1.93% 1.92% 1.95% 1.99% 2.05%
Ratio of net investment income
(loss) to average
net assets ................ 0.30% -0.23% -0.17% -0.11% -0.04%
Portfolio turnover
rate ...................... 54.73% 36.94% 26.23% 16.78% 16.60%
</TABLE>

* Per-share and share amounts have been adjusted retroactively to
reflect the 100% stock dividend effected June 26, 1998.

See notes to financial statements.

142
<PAGE>

FINANCIAL HIGHLIGHTS OF
TOTAL RETURN FUND
Class Y Shares
For a Share of Capital Stock Outstanding Throughout Each Period:*

<TABLE>
<CAPTION>
For the fiscal year For the
ended March 31, period from
--------------------------- 12/29/95**
1999 1998 1997 to 3/31/96
------- ------ ------ ---------
<S> <C> <C> <C> <C>
Net asset value,
beginning of
period ...................................... $12.46 $9.18 $8.19 $7.66
------ ------ ----- -----
Income from investment
operations:
Net investment
income ................................... 0.12 0.05 .02 0.02
Net realized and
unrealized gain
on investments ........................... 0.84 3.62 1.02 0.51
------ ------ ----- -----
Total from investment
operations .................................. 0.96 3.67 1.04 0.53
------ ------ ----- -----
Less distributions:
From net investment
income ................................... (0.08) (0.00) (0.00) (0.00)
From capital gains .......................... (1.56) (0.39) (0.05) (0.00)
------ ------ ----- -----
(1.64) (0.39) (0.05) (0.00)
------ ------ ----- -----
Net asset value,
end of period ............................... $11.78 $12.46 $9.18 $8.19
====== ====== ===== =====
Total return ................................... 8.37% 40.63% 12.69% 6.92%
Net assets, end of
period (000
omitted) .................................... $1,381 $943 $504 $87
Ratio of expenses
to average net
assets ...................................... 1.15% 1.20% 1.18% 0.96%***
Ratio of net investment
income to average
net assets .................................. 1.10% 0.50% 0.65% 1.04%***
Portfolio turnover
rate ....................................... 54.73% 36.94% 26.23% 16.78%***
</TABLE>

* Per-share and share amounts have been adjusted retroactively to
reflect the 100% stock dividend effected June 26, 1998.

** Commencement of operations.

*** Annualized. See notes to financial statements.

143
<PAGE>

FINANCIAL HIGHLIGHTS OF
GROWTH FUND
Class B Shares
For a Share of Capital Stock Outstanding Throughout Each Period:*

<TABLE>
<CAPTION>
For the fiscal year ended March 31,
------------------------------------------------------------------------
1999 1998 1997 1996 1995
-------- --------- -------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net asset value,
beginning of
period .................. $14.29 $9.08 $10.50 $8.45 $7.04
------ ------ ------- ------ -----
Income from investment
operations:
Net investment
income (loss) ........ (0.11) (0.13) (0.03) (0.01) 0.00
Net realized and
unrealized gain (loss)
on investments ....... 2.91 5.91 (1.09) 2.25 1.58
------ ------ ------- ------ -----
Total from investment
operations .............. 2.80 5.78 (1.12) 2.24 1.58
------ ------ ------- ------ -----
Less distribution
from capital gains ...... (2.35) (0.57) (0.30) (0.19) (0.17)
------ ------ ------- ------ -----
Net asset value,
end of period ........... $14.74 $14.29 $9.08 $10.50 $8.45
====== ====== ======= ====== =====
Total return ............... 21.61% 65.37% -10.97% 26.57% 22.61%
Net assets, end of period
(000 omitted) .......... $424,612 $329,514 $198,088 $202,557 $100,683
Ratio of expenses
to average net
assets .................. 2.10% 2.13% 2.12% 2.14% 2.23%
Ratio of net investment
income (loss) to average
net assets .............. -0.90% -1.12% -0.27% -0.25% 0.01%
Portfolio turnover
rate .................... 51.41% 33.46% 37.20% 31.84% 56.30%
</TABLE>

* Per-share and share amounts have been adjusted retroactively to
reflect the 100% stock dividend effected June 26, 1998.

See notes to financial statements.

144
<PAGE>

FINANCIAL HIGHLIGHTS OF
GROWTH FUND
Class Y Shares
For a Share of Capital Stock Outstanding Throughout Each Period:*

For the fiscal year For the
ended March 31, period from
---------------------------------- 12/29/95**
1999 1998 1997 to 3/31/96
--------- -------- ------- -----------
Net asset value,
beginning of
period .................. $14.55 $9.16 $10.52 $10.11
------ ------ ------ ------
Income from investment
operations:
Net investment
income (loss) ........ 0.00 (0.03) 0.01 0.02
Net realized and
unrealized gain (loss)
on investments ....... 3.01 5.99 (1.07) 0.39
------ ------ ------ ------
Total from investment
operations .............. 3.01 5.96 (1.06) 0.41
------ ------ ------ ------
Less distribution
from capital gains ...... (2.35) (0.57) (0.30) (0.00)
------ ------ ------ ------
Net asset value,
end of period ........... $15.21 $14.55 $ 9.16 $10.52
====== ====== ====== ======
Total return ............... 22.73% 66.78% -10.37% 4.11%
Net assets, end of
period (000
omitted) ................ $7,942 $633 $264 $1
Ratio of expenses
to average net
assets .................. 1.18% 1.30% 1.17% 1.17%***
Ratio of net investment
income (loss) to average
net assets .............. 0.08% -0.30% 0.31% 0.78%***
Portfolio turnover
rate .................... 51.41% 33.46% 37.20% 31.84%***

* Per-share and share amounts have been adjusted retroactively to
reflect the 100% stock dividend effected June 26, 1998.

** Commencement of operations.

*** Annualized.

See notes to financial statements.

145
<PAGE>

FINANCIAL HIGHLIGHTS OF
SCIENCE AND TECHNOLOGY FUND
Class B Shares
For a Share of Capital Stock Outstanding Throughout Each Period:

For the For the
fiscal period from
year 7/31/97*
ended to
3/31/99 3/31/98
--------- -----------
Net asset value,
beginning of period ................ $12.01 $10.00
------ ------
Income from investment
operations:
Net investment
loss ............................ (0.09) (0.07)
Net realized and
unrealized gain
on investments .................. 5.53 2.08
------ ------
Total from investment
operations ......................... 5.44 2.01
------ ------
Net asset value,
end of period ...................... $17.45 $12.01
====== ======
Total return .......................... 45.30% 20.10%
Net assets, end of
period (000
omitted) ........................... $44,371 $7,615
Ratio of expenses
to average net
assets ............................. 2.57% 3.20%**
Ratio of net investment
loss to average net
assets ............................. -1.26% -1.66%**
Portfolio
turnover rate ...................... 51.00% 26.64%

* Commencement of operations.

** Annualized.

See notes to financial statements.

146
<PAGE>

FINANCIAL HIGHLIGHTS OF
SCIENCE AND TECHNOLOGY FUND
Class Y Shares
For a Share of Capital Stock Outstanding Throughout the Period:

For the
period from
6/9/98*
to
3/31/99
-----------
Net asset value,
beginning of period ............. $12.20
------
Income from investment
operations:
Net investment
income ....................... 0.01
Net realized and
unrealized gain
on investments ............... 5.44
------
Total from investment
operations ...................... 5.45
------
Net asset value,
end of period ................... $17.65
======
Total return ....................... 44.67%
Net assets, end of
period (000
omitted) ........................ $53
Ratio of expenses
to average net
assets .......................... 0.62%**
Ratio of net investment
income to average net
assets .......................... 0.54%**
Portfolio
turnover rate ................... 51.00%**

* Commencement of operations.

** Annualized.

See notes to financial statements.

147
<PAGE>

FINANCIAL HIGHLIGHTS OF
INTERNATIONAL GROWTH FUND*
Class B Shares
For a Share of Capital Stock Outstanding Throughout Each Period:

<TABLE>
<CAPTION>
For the fiscal year ended March 31,
------------------------------------------------------
1999 1998 1997 1996 1995
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Net asset value,
beginning of
period .................. $15.04 $12.40 $9.94 $9.36 $9.37
------ ------ ------ ----- -----
Income from investment
operations:
Net investment
income (loss) ........ (0.07) (0.10) (0.03) 0.08 0.36
Net realized and
unrealized gain (loss)
on investments ....... 1.55 4.12 2.50 0.63 (0.01)
------ ------ ------ ----- -----
Total from investment
operations .............. 1.48 4.02 2.47 0.71 0.35
------ ------ ------ ----- -----
Less distributions:
From net investment
income ............... (0.00) (0.00) (0.01) (0.11) (0.36)
From capital gains ...... (0.94) (1.38) (0.00) (0.00) (0.00)
In excess of net
investment income .... (0.00) (0.00) (0.00) (0.02) (0.00)
------ ------ ------ ----- -----
Total distributions ........ (0.94) (1.38) (0.01) (0.13) (0.36)
------ ------ ------ ----- -----
Net asset value,
end of period ........... $15.58 $15.04 $12.40 $9.94 $9.36
====== ====== ====== ===== =====
Total return ............... 10.36% 35.24% 24.85% 7.64% 3.84%
Net assets, end of
period (000
omitted) ................ $99,764 $87,041 $50,472 $20,874 $11,188
Ratio of expenses
to average net
assets .................. 2.35% 2.35% 2.46% 2.50% 2.29%
Ratio of net investment
income (loss) to average
net assets .............. -0.53% -0.82% -0.52% 0.63% 3.87%
Portfolio turnover
rate .................... 116.25% 105.11% 94.76% 88.55% 13.33%

</TABLE>

* International Growth Fund (formerly Global Income Fund) changed its
name and investment objective effective April 20, 1995.

See notes to financial statements.

148
<PAGE>

FINANCIAL HIGHLIGHTS OF
INTERNATIONAL GROWTH FUND
Class Y Shares
For a Share of Capital Stock Outstanding Throughout Each Period:

For the fiscal For the
year ended March 31, period from
--------------------------------- 12/29/95*
1999 1998 1997 to 3/31/96
------- ------- ------- -----------
Net asset value,
beginning of
period .............. $15.35 $12.52 $9.95 $9.70
------ ------ ------ -----
Income from investment
operations:
Net investment income 0.05 0.01 0.02 0.02
Net realized and
unrealized gain
on investments ... 1.62 4.20 2.56 0.23
------ ------ ------ -----
Total from investment
operations .......... 1.67 4.21 2.58 0.25
------ ------ ------ -----
Less distributions:
From net investment
income ........... (0.00) (0.00) (0.01) (0.00)
From capital gains .. (0.94) (1.38) (0.00) (0.00)
------ ------ ------ -----
Total distributions .... (0.94) (1.38) (0.01) (0.00)
------ ------ ------ -----
Net asset value,
end of period ....... $16.08 $15.35 $12.52 $9.95
====== ====== ====== =====
Total return ........... 11.41% 36.45% 25.93% 2.58%
Net assets, end of
period (000
omitted) ............ $629 $419 $227 $7
Ratio of expenses
to average net
assets .............. 1.44% 1.51% 1.59% 1.84%**
Ratio of net investment
income to average
net assets .......... 0.36% 0.07% 0.05% 1.07%**
Portfolio turnover
rate ................ 116.25% 105.11% 94.76% 88.55%**

* Commencement of operations.

** Annualized. See notes to financial statements.

149
<PAGE>

FINANCIAL HIGHLIGHTS OF
ASSET STRATEGY FUND
Class B Shares
For a Share of Capital Stock Outstanding Throughout Each Period:

<TABLE>
<CAPTION>
For the
period
For the fiscal year from
year ended March 31, 4/20/95*
----------------------------------- to
1999 1998 1997 3/31/96
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net asset value,
beginning of period ..... $11.42 $9.73 $10.15 $10.00
------ ------ ------ ------
Income from investment
operations:
Net investment
income ............... 0.15 0.21 0.23 0.16
Net realized and
unrealized gain (loss)
on investments ....... 0.05 2.16 (0.30) 0.14
------ ------ ------ ------
Total from investment
operations .............. 0.20 2.37 (0.07) 0.30
------ ------ ------ ------
Less distributions:
From net investment
income ............... (0.16) (0.22) (0.21) (0.15)
From capital gains ...... (0.26) (0.46) (0.14) (0.00)
------ ------ ------ ------
Total distributions ........ (0.42) (0.68) (0.35) (0.15)
------ ------ ------ ------
Net asset value,
end of period ........... $11.20 $11.42 $9.73 $10.15
====== ====== ====== ======
Total return ............... 1.79% 24.94% -0.86% 3.00%
Net assets, end of
period (000
omitted) ................ $30,473 $19,415 $13,398 $13,221
Ratio of expenses
to average net
assets .................. 2.32% 2.44% 2.52% 2.54%**
Ratio of net investment
income to average net
assets .................. 1.38% 2.02% 2.21% 2.14%**
Portfolio
turnover rate ........... 168.17% 220.67% 109.92% 75.02%
</TABLE>

* Commencement of operations.

** Annualized.

See notes to financial statements.

150
<PAGE>

FINANCIAL HIGHLIGHTS OF
ASSET STRATEGY FUND
Class Y Shares
For a Share of Capital Stock Outstanding Throughout Each Period:

<TABLE>
<CAPTION>
For the
For the fiscal period
year ended March 31, from
-------------------------------- 12/29/95*
1999 1998 1997 to 3/31/96
------ ------ ------ ----------
<S> <C> <C> <C> <C>
Net asset value,
beginning of
period .................. $11.43 $9.73 $10.16 $10.23
------ ------ ------ ------
Income from investment
operations:
Net investment
income ............... 0.26 0.31 0.27 0.07
Net realized and
unrealized gain (loss)
on investments ....... 0.05 2.16 (0.26) (0.08)
------ ------ ------ ------
Total from investment
operations .............. 0.31 2.47 0.01 (0.01)
------ ------ ------ ------
Less distributions:
From net investment
income ............... (0.27) (0.31) (0.30) (0.06)
From capital gains ...... (0.26) (0.46) (0.14) (0.00)
------ ------ ------ ------
Total distributions ........ (0.53) (0.77) (0.44) (0.06)
------ ------ ------ ------
Net asset value,
end of period ........... $11.21 $11.43 $9.73 $10.16
====== ====== ====== ======
Total return ............... 2.75% 26.06% 0.05% -0.25%
Net assets, end of
period (000
omitted) ................ $307 $225 $116 $1
Ratio of expenses
to average net
assets .................. 1.45% 1.58% 1.61% 1.95%**
Ratio of net investment
income to average
net assets .............. 2.25% 2.90% 2.97% 2.34%**
Portfolio turnover
rate .................... 168.17% 220.67% 109.92% 75.02%***
</TABLE>

* Commencement of operations.

** Annualized.

*** Portfolio turnover is for the period from April 20, 1995 to March 31,
1996.

See notes to financial statements.

151
<PAGE>

FINANCIAL HIGHLIGHTS OF
LIMITED-TERM BOND FUND
Class B Shares
For a Share of Capital Stock Outstanding Throughout Each Period:

<TABLE>
<CAPTION>
For the fiscal year ended March 31,
--------------------------------------------------------------
1999 1998 1997 1996 1995
------ ------ ------ ------ -----
<S> <C> <C> <C> <C> <C>
Net asset value,
beginning of
period ............. $10.14 $9.90 $10.00 $9.70 $9.84
------ ------ ------ ------ -----
Income from investment
operations:
Net investment
income .......... 0.44 0.45 0.44 0.41 0.39
Net realized and
unrealized gain
(loss) on
investments ..... 0.02 0.24 (0.09) 0.30 (0.13)
------ ------ ------ ------ -----
Total from investment
operations ......... 0.46 0.69 0.35 0.71 0.26
------ ------ ------ ------ -----
Less distributions:
From net investment
income .......... (0.44) (0.45) (0.44) (0.41) (0.39)
From capital gains . (0.00) (0.00) (0.01) (0.00) (0.01)
------ ------ ------ ------ -----
Total distributions ... (0.44) (0.45) (0.45) (0.41) (0.40)
------ ------ ------ ------ -----
Net asset value,
end of period ...... $10.16 $10.14 $9.90 $10.00 $9.70
====== ====== ====== ====== =====
Total return .......... 4.65% 7.15% 3.52% 7.41% 2.73%
Net assets, end of
period (000
omitted) ........... $21,311 $18,148 $17,770 $23,682 $12,419
Ratio of expenses
to average net
assets ............. 2.11% 2.12% 2.07% 2.10% 2.17%
Ratio of net investment
income to average
net assets ......... 4.34% 4.52% 4.40% 4.14% 4.05%
Portfolio turnover
rate ............... 32.11% 27.37% 23.05% 22.08% 29.20%
</TABLE>

See notes to financial statements.

152
<PAGE>

FINANCIAL HIGHLIGHTS OF
LIMITED-TERM BOND FUND
Class Y Shares
For a Share of Capital Stock Outstanding Throughout Each Period:

<TABLE>
<CAPTION>
For the
For the fiscal period
year ended March 31, from
-------------------------------- 12/29/95*
1999 1998 1997 to 3/31/96
------ ------ ------ ----------
<S> <C> <C> <C> <C>
Net asset value,
beginning of
period .................. $10.14 $9.90 $10.00 $10.16
------ ------ ------ ------
Income from investment
operations:
Net investment
income ............... 0.53 0.53 0.52 0.11
Net realized and
unrealized gain (loss)
on investments ....... 0.02 0.24 (0.09) (0.16)
------ ------ ------ ------
Total from investment
operations .............. 0.55 0.77 0.43 (0.05)
------ ------ ------ ------
Less distributions:
From net investment
income ............... (0.53) (0.53) (0.52) (0.11)
From capital gains ...... (0.00) (0.00) (0.01) (0.00)
------ ------ ------ ------
Total distributions ........ (0.53) (0.53) (0.53) (0.11)
------ ------ ------ ------
Net asset value,
end of period ........... $10.16 $10.14 $9.90 $10.00
====== ====== ====== ======
Total return ............... 5.60% 7.91% 4.33% -0.49%
Net assets, end of
period (000
omitted) ................ $263 $184 $105 $1
Ratio of expenses
to average net
assets .................. 1.20% 1.32% 1.04% 1.18%**
Ratio of net investment
income to average
net assets .............. 5.25% 5.32% 5.62% 4.70%**
Portfolio turnover
rate .................... 32.11% 27.37% 23.05% 22.08%**
</TABLE>

* Commencement of operations.

** Annualized.

See notes to financial statements.

153
<PAGE>

FINANCIAL HIGHLIGHTS OF
HIGH INCOME FUND
Class B Shares
For a Share of Capital Stock Outstanding
Throughout Each Period:

For the For the
fiscal period from
year 7/31/97*
ended to
3/31/99 3/31/98
--------- ---------
Net asset value,
beginning of period ............... $10.79 $10.00
------ ------
Income from investment
operations:
Net investment
income ......................... 0.63 0.37
Net realized and
unrealized gain (loss)
on investments ................. (0.82) 0.79
------ ------
Total from investment
operations ........................ (0.19) 1.16
------ ------
Less distributions:
From net investment
income ......................... (0.63) (0.37)
From capital gains ................ (0.03) (0.00)
------ ------
Total distributions .................. (0.66) (0.37)
------ ------
Net asset value,
end of period ..................... $9.94 $10.79
====== ======
Total return ......................... -1.72% 11.77%
Net assets, end of
period (000
omitted) .......................... $25,427 $11,812
Ratio of expenses
to average net
assets ............................ 2.20% 2.52%**
Ratio of net investment
income to average net
assets ............................ 6.29% 5.98%**
Portfolio
turnover rate ..................... 50.98% 67.82%

* Commencement of operations.

** Annualized.

See notes to financial statements.

154
<PAGE>

FINANCIAL HIGHLIGHTS OF
HIGH INCOME FUND
Class Y Shares
For a Share of Capital Stock Outstanding
Throughout The Period:
For the
period
from
12/30/98*
to
3/31/99
---------
Net asset value,
beginning of period ................................ $9.97
-----
Income from investment
operations:
Net investment
income .......................................... 0.20
Net realized and
unrealized gain
on investments .................................. 0.00
-----
Total from investment
operations ......................................... 0.20
-----
Less distributions:
From net investment
income .......................................... (0.20)
From capital gains ................................. (0.03)
-----
Total distributions ................................... (0.23)
-----
Net asset value,
end of period ...................................... $9.94
=====
Total return .......................................... 2.45%
Net assets, end of
period (000
omitted) ........................................... $6
Ratio of expenses
to average net
assets ............................................. 0.26%**
Ratio of net investment
income to average net
assets ............................................. 8.55%**
Portfolio
turnover rate ...................................... 50.98%**

* Commencement of operations.

** Annualized.

See notes to financial statements.

155
<PAGE>

FINANCIAL HIGHLIGHTS OF
MUNICIPAL BOND FUND
Class B Shares
For a Share of Capital Stock Outstanding Throughout Each Period:

<TABLE>
<CAPTION>
For the fiscal year ended March 31,
---------------------------------------------------------------
1999 1998 1997 1996 1995
------- ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Net asset value,
beginning of
period ............. $11.45 $10.74 $10.63 $10.30 $10.12
------ ------ ------ ------ ------
Income from investment
operations:
Net investment
income .......... 0.42 0.44 0.45 0.43 0.44
Net realized and
unrealized gain
on investments .. 0.10 0.71 0.11 0.33 0.18
------ ------ ------ ------ ------
Total from investment
operations ......... 0.52 1.15 0.56 0.76 0.62
------ ------ ------ ------ ------
Less distributions:
From net investment
income .......... (0.42) (0.44) (0.45) (0.43) (0.44)
From capital gains . (0.31) (0.00) (0.00) (0.00) (0.00)
------ ------ ------ ------ ------
Total distributions ... (0.73) (0.44) (0.45) (0.43) (0.44)
------ ------ ------ ------ ------
Net asset value,
end of period ...... $11.24 $11.45 $10.74 $10.63 $10.30
====== ====== ====== ====== ======
Total return .......... 4.64% 10.89% 5.32% 7.48% 6.37%
Net assets, end of
period (000
omitted) ........... $42,906 $40,023 $36,618 $33,869 $27,434
Ratio of expenses
to average net
assets ............. 1.88% 1.89% 1.92% 1.93% 1.94%
Ratio of net investment
income to average
net assets ......... 3.68% 3.94% 4.18% 4.05% 4.41%
Portfolio turnover
rate ............... 41.53% 27.86% 34.72% 42.02% 56.92%
</TABLE>

See notes to financial statements.

156
<PAGE>

FINANCIAL HIGHLIGHTS OF
MUNICIPAL BOND FUND
Class Y Shares
For a Share of Capital Stock Outstanding Throughout Each Period:

<TABLE>
<CAPTION>
For
the For For the
period the fiscal For the
from period year period from
12/30/98*** ended ended 12/29/95*
to 3/31/99 6/23/97** 3/31/97 to 3/31/96
----------- --------- -------- ------------
<S> <C> <C> <C> <C>
Net asset value,
beginning of
period .......................... $11.58 $10.74 $10.63 $10.94
------ ------ ------ ------
Income from investment
operations:
Net investment
income ....................... 0.13 0.10 0.52 0.12
Net realized and
unrealized gain
(loss) on
investments .................. (0.03) 0.29 0.11 (0.31)
------ ------ ------ ------
Total from investment
operations ...................... 0.10 0.39 0.63 (0.19)
------ ------ ------ ------
Less distributions:
From net investment
income ....................... (0.13) (0.10) (0.52) (0.12)
From capital gains .............. (0.31) (0.00) (0.00) (0.00)
------ ------ ------ ------
Total distributions .......... (0.44) (0.10) (0.52) (0.12)
------ ------ ------ ------
Net asset value,
end of period ................... $11.24 $11.03 $10.74 $10.63
====== ====== ====== ======
Total return ....................... 0.80% 3.22% 5.96% -1.80%
Net assets, end of
period (000
omitted) ........................ $2 $0 $1 $1
Ratio of expenses
to average net
assets .......................... 1.00%**** 4.95%**** 1.28% 1.18%****
Ratio of net investment
income to average
net assets ...................... 4.40%**** 4.12%**** 4.83% 4.33%****
Portfolio turnover
rate ............................ 41.53%**** 27.86%**** 34.72% 42.02%****
</TABLE>

* Initial commencement of operations.

** All outstanding shares were redeemed on June 23, 1997 at the ending
net asset value shown in the table.

*** Recommencement of operations.

**** Annualized.

See notes to financial statements.

157
<PAGE>

WADDELL & REED FUNDS, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999

Note 1 -- Significant Accounting Policies

Waddell & Reed Funds, Inc. (the "Corporation") is registered under the
Investment Company Act of 1940 as a diversified, open-end management investment
company. The Corporation issues eight series of capital shares; each series
represents ownership of a separate mutual fund. The assets belonging to each
Fund are held separately by the custodian. The capital shares of each Fund
represent a pro rata beneficial interest in the principal, net income and
realized and unrealized capital gains or losses of its respective investments
and other assets. The following is a summary of significant accounting policies
consistently followed by the Corporation in the preparation of its financial
statements. The policies are in conformity with generally accepted accounting
principles.

A. Security valuation -- Each stock and convertible bond is valued at the
latest sale price thereof on the last business day of the fiscal period as
reported by the principal securities exchange on which the issue is traded
or, if no sale is reported for a stock, the average of the latest bid and
asked prices. Bonds, other than convertible bonds, are valued using a
pricing system provided by a pricing service or dealer in bonds.
Convertible bonds are valued using this pricing system only on days when
there is no sale reported. Stocks which are traded over-the-counter are
priced using the Nasdaq Stock Market, which provides information on bid and
asked prices quoted by major dealers in such stocks. Restricted securities
and securities for which quotations are not readily available are valued as
determined in good faith in accordance with procedures established by and
under the general supervision of the Corporation's Board of Directors.
Short-term debt securities are valued at amortized cost, which approximates
market. Short-term debt securities denominated in foreign currencies are
valued at amortized cost in that currency.

B. Security transactions and related investment income -- Security
transactions are accounted for on the trade date (date the order to buy or
sell is executed). Securities gains and losses are calculated on the
identified cost basis. Original issue discount (as defined in the Internal
Revenue Code), premiums and post-1984 market discount on the purchase of
bonds are amortized for both financial and tax reporting purposes over the
remaining lives of the bonds. Dividend income is recorded on the
ex-dividend date. Interest income is recorded on the accrual basis. See
Note 4 -- Investment Securities Transactions.

C. Foreign currency translations -- All assets and liabilities denominated in
foreign currencies are translated into U.S. dollars daily. Purchases and
sales of investment securities and accruals of income and expenses are
translated at the rate of exchange prevailing on the date of the
transaction. For assets and liabilities other than investments in
securities, net realized and unrealized gains and losses from foreign
currency translation arise from changes in currency exchange rates. The
Corporation combines fluctuations from currency exchange rates and
fluctuations in market value when computing net realized and unrealized
gain or loss from investments.

158
<PAGE>

D. Federal income taxes -- It is the Corporation's policy to distribute all of
its taxable income and capital gains to its shareholders and otherwise
qualify as a regulated investment company under Subchapter M of the
Internal Revenue Code. In addition, the Corporation intends to pay
distributions as required to avoid imposition of excise tax. Accordingly,
provision has not been made for Federal income taxes. See Note 5 -- Federal
Income Tax Matters.

E. Dividends and distributions -- Dividends and distributions to shareholders
are recorded by each Fund on the business day following record date. Net
investment income dividends and capital gains distributions are determined
in accordance with income tax regulations which may differ from generally
accepted accounting principles. These differences are due to differing
treatments for items such as deferral of wash sales and post-October
losses, foreign currency transactions, net operating losses and expiring
capital loss carryovers. At March 31, 1999 the following amounts were
reclassified:

<TABLE>
<CAPTION>
Increase(Decrease) Increase(Decrease) Increase
Accumulated Accumulated (Decrease)
Undistributed Undistributed Additional
Net Investment Net Realized Paid-In
Fund Income Capital Gains Capital
- ---- ----------------- ------------------ -------------
<S> <C> <C> <C>
Total Return Fund $ (4,828) $ 4,828 $ --
Growth Fund 3,140,720 (3,140,720) --
Science and Technology
Fund 233,968 (76,119) (157,849)
International Growth
Fund 536,337 (536,337) --
</TABLE>

Net investment income, net realized gains and net assets were not
affected by these changes.

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 -- Organization

The Corporation was incorporated in Maryland on January 29, 1992 and was
inactive (except for matters relating to its organization and registration as an
investment company under the Investment Company Act of 1940 and registration of
shares under the Securities Act of 1933) until September 21, 1992 (the date of
the initial public offering). The original Corporation consisted of five mutual
funds - Total Return Fund, Growth Fund, Limited-Term Bond Fund, Municipal Bond
Fund and International Growth Fund.

On April 24, 1992, Waddell & Reed, Inc. ("W&R"), the Corporation's
principal distributor and underwriter, purchased for investment 2,000 shares of
each series of the original Corporation at their net asset value of $10.00 per
share.

Asset Strategy Fund was established in Maryland on January 31, 1995 and was
inactive (except for matters relating to its organization and registration as an
investment company under the Investment Company Act of

159
<PAGE>

1940 and registration of shares under the Securities Act of 1933) until April
20, 1995 (the date of the initial public offering).

Science and Technology Fund and High Income Fund were established in
Maryland and were inactive (except for matters relating to their organization
and registration as investment companies under the Investment Company Act of
1940 and registration of shares under the Securities Act of 1933) until July 31,
1997 (the date of the initial public offering).

Science and Technology Fund and High Income Fund's registration expenses
were advanced to the Corporation by W&R and are an obligation to be paid by it.
These expenses were amortized evenly over the 12 months following the incurrence
of the registration expenses.

NOTE 3 -- Investment Management And Payments To Affiliated Persons

Waddell & Reed Investment Management Company ("WRIMCO"), a wholly owned
subsidiary of W&R, serves as the Corporation's investment manager. WRIMCO
provides advice and supervises investments for which services it is paid a fee
computed on each Fund's net assets as of the close of business each day at the
following annual rates: Total Return Fund - 0.71% of net assets, Growth Fund -
0.81% of net assets, Science and Technology Fund - 0.71% of net assets,
International Growth Fund - 0.81% of net assets, Asset Strategy Fund - 0.81% of
net assets, Limited-Term Bond Fund - 0.56% of net assets, High Income Fund -
0.66% of net assets and Municipal Bond Fund - 0.56% of net assets. The fee is
accrued and paid daily.

The Corporation 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 Corporation and pricing daily the value of shares of the
Corporation. For these services, each of the Funds pays WARSCO a monthly fee of
one-twelfth of the annual fee shown in the following table.

Accounting Services Fee

Average
Net Asset Level Annual Fee
all dollars in millions) Rate for Each Fund
----------------------- -------------------
From $ 0 to $ 10 $ 0
From $ 10 to $ 25 $ 10,000
From $ 25 to $ 50 $ 20,000
From $ 50 to $ 100 $ 30,000
From $ 100 to $ 200 $ 40,000
From $ 200 to $ 350 $ 50,000
From $ 350 to $ 550 $ 60,000
From $ 550 to $ 750 $ 70,000
From $ 750 to $1,000 $ 85,000
$1,000 and Over $100,000

For Class B shares, each 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. For Class Y shares, each Fund pays
WARSCO a monthly fee equal to one-twelfth

160
<PAGE>

of .15 of 1% of the average daily net assets of that Class for the preceding
month. Each Fund also reimburses W&R, WRIMCO and WARSCO for certain
out-of-pocket costs.

The Corporation has adopted a 12b-1 plan for both Class B and Class Y
shares. Under the Distribution and Service Plan for the Class B shares, W&R,
principal underwriter and sole distributor of the Corporation's shares, is
compensated in an amount calculated and payable daily up to 1% annually of each
of the Fund's Class B average daily net assets. This fee consists of two
elements: (i) up to 0.75% of the particular Fund's Class B net asset value for
distribution services and distribution expenses including commissions paid by
the Distributor to its sales representatives and managers and (ii) up to 0.25%
of the particular Fund's Class B net asset value may be paid to reimburse the
Distributor for continuing payments made to the Distributor's representatives
and managers, its administrative costs in overseeing these payments, and the
expenses of WARSCO in providing certain personal services to shareholders.
During the period ended March 31, 1999, the Distributor received $7,789,744 in
distribution fees and $2,618,469 in service fees. During this same period W&R
paid sales commissions of $6,032,441.

Under a Distribution and Service Plan for Class Y shares adopted by the
Corporation pursuant to Rule 12b-1, with respect to each Fund, the Corporation
pays W&R daily a distribution and/or service fee not to exceed, on an annual
basis, 0.25% of the particular Fund's Class Y net asset value. During the period
ended March 31, 1999, the Distributor received $9,354 in 12b-1 payments on Class
Y shares.

For Class B shares, a contingent deferred sales charge may be assessed
against a shareholder's redemption amount and paid to the Distributor, W&R. The
purpose of the deferred sales charge is to compensate the Distributor for the
costs incurred by the Distributor in connection with the sale of a Fund's
shares. The amount of the deferred sales charge 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 calendar year of investment and the first full calendar year after the
calendar year of investment, 3%; the second full calendar year, 2%; the third
full calendar year, 1%; and thereafter, 0%. All investments made during a
calendar year shall be deemed as a single investment during the calendar year
for purposes of calculating the deferred sales charge. 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, 1999, the Distributor received $1,412,335 in deferred sales charges.

The Corporation paid Directors' fees of $36,176, 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 4 -- Investment Securities Transactions

Investment securities transactions for the period ended March 31, 1999 are
summarized as follows:

161
<PAGE>

<TABLE>
<CAPTION>
Total Science and
Return Growth Technology
Fund Fund Fund
-------------- -------------- --------------
<S> <C> <C> <C>
Purchases of investment
securities, excluding short-
term and U.S. Government
securities ................. $ 162,814,920 $ 145,066,301 $ 24,358,087
Purchases of U.S. Government
securities ................. 84,892,960 -- --
Purchases of short-term
securities ................. 1,617,847,941 1,247,469,584 86,534,261
Proceeds from maturities
and sales of investment
securities, excluding
short-term and U.S.
Government securities ...... 208,866,504 162,394,916 7,505,853
Proceeds from maturities
and sales of U.S.
Government securities ...... -- -- --
Proceeds from maturities
and sales of short-term
securities ................. 1,668,722,392 1,208,472,542 78,398,000

<CAPTION>
International Asset Limited-
Growth Strategy Term Bond
Fund Fund Fund
-------------- -------------- --------------
<S> <C> <C> <C>
Purchases of investment
securities, excluding short-
term and U.S. Government
securities ................. $ 98,952,738 $ 32,355,157 $ 4,985,070
Purchases of U.S. Government
securities ................. 3,285,586 17,268,848 4,155,629
Purchases of short-term
securities ................. 113,703,512 52,118,214 16,980,445
Proceeds from maturities
and sales of investment
securities, excluding
short-term and U.S.
Government securities ...... 96,977,355 29,220,024 2,572,046
Proceeds from maturities
and sales of U.S.
Government securities ...... 3,324,922 7,290,423 3,265,468
Proceeds from maturities
and sales of short-term
securities ................. 113,628,717 54,979,026 17,163,084
</TABLE>

162
<PAGE>

High Municipal
Income Bond
Fund Fund
----------- -----------
Purchases of investment
securities, excluding short-
term and U.S. Government
securities ............................ $21,363,330 $16,849,389
Purchases of U.S. Government
securities ............................ 529,062 --
Purchases of short-term
securities ............................ 40,337,261 22,152,817
Proceeds from maturities
and sales of investment
securities, excluding
short-term and U.S.
Government securities ................. 7,943,464 16,510,485
Proceeds from maturities
and sales of U.S.
Government securities ................. 540,000 --
Proceeds from maturities
and sales of short-term
securities ............................ 39,688,832 21,405,405

For Federal income tax purposes, cost of investments owned at March 31,
1999 and the related unrealized appreciation (depreciation) were as follows:

<TABLE>
<CAPTION>
Aggregate
Appreciation
Cost Appreciation Depreciation (Depreciation)
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Total Return Fund $ 356,592,155 $ 166,435,842 $ 14,967,245 $ 151,468,597
Growth Fund 313,708,533 137,150,175 19,820,460 117,329,715
Science and Technology
Fund 31,502,687 13,071,931 1,031,863 12,040,068
International Growth
Fund 79,632,066 26,412,071 5,059,535 21,352,536
Asset Strategy Fund 28,766,415 2,071,963 358,364 1,713,599
Limited-Term Bond Fund 21,019,048 239,527 54,921 184,606
High Income Fund 25,013,270 921,954 939,891 (17,937)
Municipal Bond Fund 40,496,400 2,001,378 65,353 1,936,025
</TABLE>

NOTE 5 -- Federal Income Tax Matters

For Federal income tax purposes, Total Return Fund, Growth Fund,
International Growth Fund and Municipal Bond Fund realized capital gain net
income of $58,723,106, $65,489,279, $9,582,657 and $807,798, respectively,
during the year ended March 31, 1999. For Federal income tax purposes, Asset
Strategy Fund realized capital gain net income of $52,457, which included the
effect of certain losses deferred into the next fiscal year (see discussion
below). For Federal income tax purposes, Science and Technology Fund realized
capital gain net income of $33,918 during the year ended March 31, 1999, which
included the effect of certain losses deferred into the next fiscal year, as
well as the effect of losses recognized from the prior year (see discussion
below). This capital gain net income was offset by utilization of $24 capital
loss carryover from year ended March 31, 1998. For Federal income tax purposes,
Limited-Term Bond Fund realized no net capital gains or losses

163
<PAGE>

for the year ended March 31, 1999, because of the utilization of capital loss
carryovers and the effect of certain losses deferred into the next fiscal year
as well as the effect of losses recognized from prior year (see discussion
below). Remaining capital loss carryover aggregated $149,836 at March 31, 1999,
are available to offset future realized capital gain net income for Federal
income tax purposes but will expire if not utilized as follows: $85,336 at March
31, 2005; and $64,500 at March 31, 2006. For Federal income tax purposes, High
Income Fund realized capital losses of $501,692 during the year ended March 31,
1999, which included the effect of certain losses deferred into the next fiscal
year (see discussion below). These losses are available to offset future
realized capital gain net income for Federal income tax purposes through March
31, 2007. A portion of the capital gain net income of Total Return Fund, Growth
Fund, International Growth Fund, Municipal Bond Fund, Asset Strategy Fund, and
High Income Fund was paid to shareholders during the year ended March 31, 1999.
Remaining capital gain net income for Total Return Fund, Growth Fund,
International Growth Fund, Municipal Bond Fund, and Science and Technology Fund,
will be distributed to shareholders.

Internal Revenue Code regulations permit each Fund to defer into its next
fiscal year net capital losses or net long-term capital losses incurred between
each November 1 and the end of its fiscal year ("post-October losses"). From
November 1, 1998 through March 31, 1999, Asset Strategy Fund, Science and
Technology Fund, Limited-Term Bond Fund, and High Income Fund incurred net
capital losses of $477,952, $108,105, $3,090, and $259,064, respectively, which
have been deferred to the fiscal year ending March 31, 2000. In addition, during
the year ended March 31, 1999, Science and Technology Fund and Limited-Term Bond
Fund recognized post-October losses of $145,588 and $1,717, respectively, that
had been deferred from year ended March 31, 1998.

NOTE 6 -- Multiclass Operations

Each Fund within the Corporation is authorized to offer two classes of
shares, Class B and Class Y, each of which has equal rights as to assets and
voting privileges with respect to each Fund. Class Y shares are not subject to a
contingent deferred sales charge on redemptions and have separate fee structures
for transfer agency and dividend disbursement services and Rule 12b-1 Service
Plan fees. 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 Corporation.

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
relative net assets as of the beginning of each day adjusted for the prior day's
capital share activity.

164
<PAGE>

Transactions in capital stock for the periods ended March 31, 1999 are
summarized below. Dollar amounts are in thousands.

<TABLE>
<CAPTION>
Total Science and
Return Growth Technology
Fund* Fund* Fund
----------- ------------ ------------
<S> <C> <C> <C>
Shares issued from sale
of shares:
Class B ............................ 10,022,490 6,727,339 2,150,217
Class Y ............................ 32,620 471,624 2,993
Shares issued from
reinvestment of
dividends and/or capital
gains distribution:
Class B ............................ 5,395,830 4,145,013 --
Class Y ............................ 13,872 9,589 --
Shares redeemed:
Class B ............................ (9,956,039) (5,132,051) (240,714)
Class Y ............................ (4,907) (2,501) --
---------- ---------- ---------
Increase in outstanding
capital shares:
Class B ............................ 5,462,281 5,740,301 1,909,503
Class Y ............................ 41,585 478,712 2,993
---------- ---------- ---------
Total for Fund .................. 5,503,866 6,219,013 1,912,496
========== ========== =========
Value issued from sale
of shares:
Class B ............................ $119,057 $95,835 $29,323
Class Y ............................ 401 6,879 47
Value issued from
reinvestment of
dividends and/or capital
gains distribution:
Class B ............................ 59,624 54,503 --
Class Y ............................ 156 130 --
Value redeemed:
Class B ............................ (118,675) (73,381) (3,276)
Class Y ............................ (61) (38) --
---------- ---------- ---------
Increase in outstanding
capital:
Class B ............................ 60,006 76,957 26,047
Class Y ............................ 496 6,971 47
---------- ---------- ---------
Total for Fund ................ $ 60,502 $83,928 $26,094
========== ========== =========
</TABLE>

* Share transactions prior to June 27, 1998 have been adjusted to effect
the 100% stock dividend of June 26, 1998.

165
<PAGE>

<TABLE>
<CAPTION>
International Asset Limited-
Growth Strategy Term Bond
Fund Fund Fund
----------- ------------ ------------
<S> <C> <C> <C>
Shares issued from sale
of shares:
Class B ............................ 2,459,922 1,487,385 1,154,374
Class Y ............................ 11,890 8,363 8,190
Shares issued from
reinvestment of
dividends and/or capital
gains distribution:
Class B ............................ 366,149 88,597 79,341
Class Y ............................ 2,124 1,139 1,036
Shares redeemed:
Class B ............................ (2,210,705) (554,869) (925,409)
Class Y ............................ (2,188) (1,755) (1,468)
---------- --------- ---------
Increase in outstanding
capital shares:
Class B ............................ 615,366 1,021,113 308,306
Class Y ............................ 11,826 7,747 7,758
---------- --------- ---------
Total for Fund .................. 627,192 1,028,860 316,064
========== ========= =========
Value issued from sale
of shares:
Class B ............................ $38,406 $16,872 $11,778
Class Y ............................ 192 95 83
Value issued from
reinvestment of
dividends and/or capital
gains distribution:
Class B ............................ 5,261 981 808
Class Y ............................ 31 13 11
Value redeemed:
Class B ............................ (35,100) (6,279) (9,427)
Class Y ............................ (34) (20) (15)
---------- --------- ---------
Increase in outstanding
capital:
Class B ............................ 8,567 11,574 3,159
Class Y ............................ 189 88 79
---------- --------- ---------
Total for Fund ................ $ 8,756 $11,662 $ 3,238
========== ========= =========
</TABLE>

166
<PAGE>

High Municipal
Income Bond
Fund Fund
--------- ----------
Shares issued from sale
of shares:
Class B ............................ 1,990,704 1,111,959
Class Y ............................ 630 172
Shares issued from
reinvestment of
dividends and/or capital
gains distribution:
Class B ............................ 121,122 212,992
Class Y ............................ 10 7
Shares redeemed:
Class B ............................ (649,483) (1,003,930)
Class Y ............................ -- --
--------- ----------
Increase in outstanding
capital shares:
Class B ............................ 1,462,343 321,021
Class Y ............................ 640 179
--------- ----------
Total for Fund .................. 1,462,983 321,200
========= ==========
Value issued from sale
of shares:
Class B ............................ $20,234 $12,733
Class Y ............................ 6 2
Value issued from
reinvestment of
dividends and/or capital
gains distribution:
Class B ............................ 1,217 2,420
Class Y ............................ -- --
Value redeemed:
Class B ............................ (6,494) (11,489)
Class Y ............................ -- --
--------- ----------
Increase in outstanding
capital:
Class B ............................ 14,957 3,664
Class Y ............................ 6 2
--------- ----------
Total for Fund ................ $14,963 $ 3,666
========= ==========

167
<PAGE>

Transactions in capital stock for the periods ended March 31, 1998 are
summarized below. Dollar amounts are in thousands.

<TABLE>
<CAPTION>
Total Science and
Return Growth Technology
Fund* Fund* Fund
---------- ----------- -----------
<S> <C> <C> <C>
Shares issued from sale
of shares:
Class B ....................................... 8,798,324 4,436,662 688,314
Class Y ....................................... 20,534 14,002 --
Shares issued from
reinvestment of
dividends and/or capital
gains distribution:
Class B ....................................... 1,341,224 1,109,352 --
Class Y ....................................... 2,410 1,880 --
Shares redeemed:
Class B ....................................... (6,423,782) (4,297,390) (54,306)
Class Y ....................................... (2,200) (1,180) --
---------- ---------- --------
Increase (decrease) in outstanding
capital shares:
Class B ....................................... 3,715,766 1,248,624 634,008
Class Y ....................................... 20,744 14,702 --
---------- ---------- --------
Total for Fund ............................. 3,736,510 1,263,326 634,008
========== ========== ========
Value issued from sale of shares:
Class B ....................................... $95,637 $50,812 $7,140
Class Y ....................................... 226 159 --
Value issued from
reinvestment of
dividends and/or capital
gains distribution:
Class B ....................................... 14,277 12,519 --
Class Y ....................................... 26 21 --
Value redeemed:
Class B ....................................... (69,514) (47,378) (577)
Class Y ....................................... (25) (14) --
---------- ---------- --------
Increase (decrease) in outstanding
capital:
Class B ....................................... 40,400 15,953 6,563
Class Y ....................................... 227 166 --
---------- ---------- --------
Total for Fund ........................... $40,627 $16,119 $6,563
========== ========== ========
</TABLE>

* Share amounts have been adjusted retroactively to reflect the 100%
stock dividend effected June 26, 1998.

168
<PAGE>

<TABLE>
<CAPTION>
International Asset Limited-
Growth Strategy Term Bond
Fund Fund Fund
----------- ------------ ------------
<S> <C> <C> <C>
Shares issued from sale
of shares:
Class B ....................................... 2,054,848 605,147 569,831
Class Y ....................................... 7,435 7,066 7,245
Shares issued from
reinvestment of
dividends and/or capital
gains distribution:
Class B ....................................... 597,161 93,471 78,843
Class Y ....................................... 2,503 1,199 757
Shares redeemed:
Class B ....................................... (934,627) (375,975) (653,746)
Class Y ....................................... (758) (524) (491)
--------- -------- --------
Increase (decrease) in outstanding
capital shares:
Class B ....................................... 1,717,382 322,643 (5,072)
Class Y ....................................... 9,180 7,741 7,511
--------- -------- --------
Total for Fund ............................. 1,726,562 330,384 2,439
========= ======== ========
Value issued from sale
of shares:
Class B ....................................... $27,026 $6,622 $5,744
Class Y ....................................... 99 75 73
Value issued from
reinvestment of
dividends and/or capital
gains distribution:
Class B ....................................... 7,166 996 795
Class Y ....................................... 30 13 8
Value redeemed:
Class B ....................................... (12,313) (4,034) (6,591)
Class Y ....................................... (10) (6) (5)
--------- -------- --------
Increase (decrease) in outstanding
capital:
Class B ....................................... 21,879 3,584 (52)
Class Y ....................................... 119 82 76
--------- -------- --------
Total for Fund ........................... $21,998 $3,666 $ 24
========= ======== ========
</TABLE>

169
<PAGE>

High Municipal
Income Bond
Fund Fund
----------- ------------
Shares issued from sale
of shares:
Class B ....................................... 1,155,007 740,539
Class Y ....................................... -- --
Shares issued from
reinvestment of
dividends and/or capital
gains distribution:
Class B ....................................... 20,516 122,880
Class Y ....................................... -- --
Shares redeemed:
Class B ....................................... (80,656) (779,193)
Class Y ....................................... -- (97)
--------- ---------
Increase (decrease) in outstanding
capital shares:
Class B ....................................... 1,094,867 84,226
Class Y ....................................... -- (97)
--------- ---------
Total for Fund ............................. 1,094,867 84,129
========= =========
Value issued from sale
of shares:
Class B ....................................... $11,880 $8,274
Class Y ....................................... -- --
Value issued from
reinvestment of
dividends and/or capital
gains distribution:
Class B ....................................... 215 1,377
Class Y ....................................... -- --
Value redeemed:
Class B ....................................... (846) (8,716)
Class Y ....................................... (1)
--------- ---------
Increase (decrease) in outstanding
capital:
Class B ....................................... 11,249 935
Class Y ....................................... -- (1)
--------- ---------
Total for Fund ........................... $11,249 $ 934
========= =========

Note 7 -- Stock Dividend

The Corporation's Board of Directors approved on February 11, 1998 a stock
dividend of 100% on both Waddell and Reed Total Return Fund and Waddell and Reed
Growth Fund effected on June 26, 1998. All share and per share amounts have been
adjusted retroactively to reflect the stock dividend.

Note 8 -- Securities Loaned

On March 31, 1999, securities with a market value of $44,980,410 (which are
included in the accompanying schedule of investments) had been loaned under
agreements whereby the Total Return Fund received securities with a market value
of $46,016,963 as collateral. The aggregate amount of such loans must be
continuously secured by 100% of the market value of the securities loaned. The
Fund derives income from its securities lending activities. These agreements may
be terminated by the borrower or the Fund upon proper notice. In the event the
borrower fails to deliver the securities within five business days, the Fund has
the right to use the collateral to purchase similar or other securities. During

170
<PAGE>

the period ended March 31, 1999, the Fund derived approximately $39,704 of
income, net of related expenses, from its securities lending activities.

171
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders,
Waddell & Reed Funds, Inc.:

We have audited the accompanying statements of assets and liabilities, including
the schedules of investments, of Total Return Fund, Growth Fund, Science and
Technology Fund, International Growth Fund, Asset Strategy Fund, Limited-Term
Bond Fund, High Income Fund and Municipal Bond Fund (collectively the "Funds")
comprising Waddell & Reed Funds, Inc. as of March 31, 1999, and the related
statements of operations for the fiscal year then ended, the statements of
changes in net assets for each of the fiscal periods in the two-year period then
ended, and the financial highlights for each of the fiscal periods in the
five-year period then ended. These financial statements and the financial
highlights are the responsibility of the Funds' 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 audits 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, 1999, by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial positions of each
of the respective Funds comprising Waddell & Reed Funds, Inc. as of March 31,
1999, the results of their operations for the fiscal year then ended, the
changes in their net assets for each of the fiscal periods in the two-year
period then ended, and the financial highlights for the respective stated
periods, in conformity with generally accepted accounting principles.

Deloitte & Touche LLP
Kansas City, Missouri
May 7, 1998

172