WADDELL & REED FUNDS INC
N-30D, 1994-05-27
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                    WADDELL & REED
                    FUNDS, INC.
                       Total Return Fund
                       Growth Fund
                       Limited-Term Bond Fund
                       Municipal Bond Fund
                       Global Income Fund

                    ANNUAL
                    REPORT
                    ----------------------------------------
                    For the fiscal year ended March 31, 1994


<PAGE>
TOTAL RETURN FUND
MANAGER'S LETTER
MARCH 31, 1994
- ---------------------------------------------------------------------------



Dear Shareholder:

     This report relates to the operation of the Total Return Fund for the
fiscal year ended March 31, 1994.  The following discussion, graphs and tables
provide you with information regarding the Fund's performance during that
period.

     During the Fund's past fiscal year, corporate profits improved
significantly as a result of increased corporate control over costs, along with
slow, but persistently growing sales.  Companies in cyclical industries
performed particularly well in 1993.  Companies with overseas distribution
capabilities grew faster, in many cases, than domestic companies that do not
have international outlets for their goods and services.

     To take advantage of increases in corporate earnings, we emphasized stocks
of companies in cyclical industries like the automobile industry, as well as
stocks of companies that are suppliers to those firms.  Similarly, we increased
the Fund's exposure to stocks of companies in the communications industry and
stocks of firms that are suppliers to this industry.

     The strategies and techniques we applied resulted in the direction of the
Fund's performance during its past fiscal year remaining fairly consistent with
that of the indexes charted on the following page.  Those indexes reflect the
performance of securities that generally represent the stock market (the S&P 500
Index) and the universe of funds with similar investment objectives (the Lipper
Growth & Income Fund Universe Average).  The Fund's performance was positively
impacted by its emphasis on cyclical industry stocks.

     We anticipate that the economy will continue to grow at a moderate pace,
which will lead to above-average corporate profits and higher stock prices.  We
expect that the securities which grow the most in the upcoming years will be
stocks of companies that have worldwide distribution systems.  Therefore, we
expect to continue to pursue the same strategies we have recently employed by
increasing the Fund's investment in stocks of companies that are poised to take
advantage of business opportunities around the world.

     We appreciate your continued confidence.



Respectfully,
Russell E. Thompson
Manager, Total Return Fund


<PAGE>
             COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
                               TOTAL RETURN FUND,

The line graph which appears here is the paper version which was filed on Form
SE on May 24, 1994.


<PAGE>
SHAREHOLDER SUMMARY
- -----------------------------------------------------------------
TOTAL RETURN FUND

PORTFOLIO STRATEGY:
Common stocks and          OBJECTIVE:   To provide current income
securities convertible into             while seeking capital
common stocks.                          growth.


Cash Reserves               STRATEGY:   Invest principally in common stocks, or
                                        securities convertible into common
                                        stocks, of companies that have a record
                                        of paying regular dividends on common
                                        stock and also have the potential for
                                        capital appreciation.  May purchase
                                        securities subject to repurchase
                                        agreements.  May invest in certain
                                        options, futures and other hedging
                                        techniques.

                                        The use of cash reserves (often invested
                                        in money market securities) for
                                        defensive purposes is a strategy that
                                        may be utilized by the Total Return Fund
                                        from time to time.

                                        Moving into cash reserve positions at
                                        times thought to be near a major stock
                                        market peak may allow the Fund the
                                        opportunity to capture profits and
                                        attempt to cushion the impact of market
                                        declines.  The added flexibility
                                        provided by our CASH RESERVES STRATEGY,
                                        when deemed appropriate, may be used in
                                        the management of the portfolio.

                             FOUNDED:   1992

                           DIVIDENDS:   PAID ANNUALLY (December)


<PAGE>
PERFORMANCE SUMMARY

        PER SHARE DATA
For the fiscal year ended March 31, 1994
- ----------------------------------------

NET ASSET VALUE ON
 3/31/94                        $11.99
 3/31/93                         11.07
                                ------
CHANGE PER SHARE                 $0.92
                                ======

Past performance is not necessarily an indication of future results.

TOTAL RETURN HISTORY

                                      Average Annual
                                        Total Return
                                    ----------------
                                      With   Without
                                    CDSC**   CDSC***
                                    ------   -------
Period
- ------
1-year period ended 3-31-94            5.31%     8.31%
Period from 9-21-92*
  through 3-31-94                     11.56%    12.79%

    *Initial public offering of the Fund.

  **"CDSC" refers to the contingent deferred sales charge described in the
    Prospectus.  Performance data quoted represents past performance and
    reflects payment of the applicable contingent deferred sales charge upon
    redemption at the end of the period.

 ***"CDSC" refers to the contingent deferred sales charge described in the
    Prospectus.  Performance data quoted in this column represents past
    performance without reflecting deduction of the applicable contingent
    deferred sales charge upon redemption at the end of the period.

    Investment return and principal value will fluctuate and an investor's
    shares, when redeemed, may be worth more or less than their original cost.


<PAGE>
PORTFOLIO HIGHLIGHTS

On March 31, 1994, Total Return Fund had net assets totaling $61,735,287
invested in a diversified portfolio of:

   92.42% Common Stocks
    7.58% Cash and Cash Equivalents




As a shareholder of Total Return Fund, for every $100 you had invested on March
31, 1994, your Fund owned:

Basic Industries Stocks    $42.94
Consumer Stocks             22.59
Technological Stocks        17.70
Financial Stocks             9.19
Cash and Cash Equivalents    7.58

Not all holdings will be represented in the portfolio at all times.


<PAGE>
- ---------------------------------------------------------------------------
These STOCK CATEGORIES are provided as a reference only.  Not all categories or
subcategories will be represented in a portfolio at all times.  Refer to the
following pages for a more detailed portfolio listing.

BASIC INDUSTRIES
  Airlines
  Automotive
  Building
  Chemicals Major
  Electrical Equipment
  Engineering and Construction
  Machinery
  Manufacturers
  Metals and Mining
  Multi-Industry
  Paper
  Precious Metals
  Railroad Equipment
  Railroads
  Shipping
  Steel
  Tire and Rubber
  Trucking

CONSUMER
  Beverages
  Consumer Electronics and Appliances
  Food and Related
  Hospital Management
  Household Products
  Leisure Time
  Packaging and Containers
  Publishing and Advertising
  Retailing
  Services, Consumer and Business
  Textiles and Apparel
  Tobacco

ENERGY AND ENERGY-RELATED
  Canadian Oil
  Coal
  Domestic Oil
  International Oil
  Oil Services
  Propane

FINANCIAL
  Banks and Savings and Loans
  Financial
  Insurance

PUBLIC UTILITIES
  Electric
  Gas
  Pipelines

TECHNOLOGICAL
  Aerospace
  Biotechnology and Medical Services
  Chemicals Specialty and Miscellaneous Technology
  Computers and Office Equipment
  Drugs and Hospital Supply
  Electronics
  Telecommunications


<PAGE>
THE INVESTMENTS OF
TOTAL RETURN FUND
MARCH 31, 1994

                                              Shares        Value

COMMON STOCKS
Airlines - 2.53%
 AMR Corporation*  .......................     8,100  $   461,700
 Southwest Airlines Co.  .................    33,550    1,098,763
   Total .................................              1,560,463

Automotive - 8.88%
 Chrysler Corporation  ...................    22,300    1,151,238
 Daimler-Benz AG, ADS   ..................     2,800      142,450
 Dana Corporation  .......................     7,700      440,825
 Eaton Corporation  ......................    10,100      584,538
 Ford Motor Company  .....................    19,300    1,133,875
 General Motors Corporation  .............    14,400      777,600
 Magna Group, Inc., Class A  .............     7,100      333,700
 Superior Industries International, Inc.       5,300      184,838
 Varity Corporation*  ....................     4,200      175,875
 Volvo AB, ADR, Class B   ................     7,200      559,346
   Total .................................              5,484,285

Banks and Savings and Loans - 7.02%
 Banc One Corporation  ...................     9,952      328,416
 BankAmerica Corporation  ................    10,200      401,625
 Chase Manhattan Corporation  ............    17,200      556,850
 Chemical Banking Corporation  ...........    12,700      461,963
 Citicorp*  ..............................    20,300      761,250
 First Bank Systems, Inc.  ...............    12,400      396,800
 First Fidelity Bancorporation  ..........     6,100      446,825
 Midlantic Corporation*  .................    12,200      348,456
 NationsBank Corporation  ................     7,900      361,425
 PNC Financial Corp.  ....................    10,100      268,913
   Total .................................              4,332,523

Beverages - 2.35%
 Cott Corporation   ......................    10,000      248,750
 PepsiCo, Inc.  ..........................    26,400      966,900
 Whitman Corporation  ....................    15,500      234,438
   Total .................................              1,450,088

Biotechnology and Medical Services - 0.95%
 Medtronic, Inc.  ........................     4,100      328,000
 Ventritex, Inc.*  .......................    12,300      258,300
   Total .................................                586,300

Building - 3.71%
 Armstrong World Industries, Inc.  .......    14,100      761,400
 Centex Corporation  .....................     5,600      172,900
 Georgia-Pacific Corporation  ............     4,100      262,400
 Louisiana-Pacific Corporation  ..........     4,100      148,113


               See Notes to Schedules of Investments on page 45.


<PAGE>
THE INVESTMENTS OF
TOTAL RETURN FUND
MARCH 31, 1994

                                              Shares        Value

COMMON STOCKS(Continued)
Building (Continued)
 Pulte Corporation  ......................     6,000  $   174,000
 Stanley Works (The)  ....................     3,000      118,125
 Temple-Inland Inc.  .....................     7,100      324,825
 Weyerhaeuser Company  ...................     7,600      328,700
   Total .................................              2,290,463

Chemicals Major - 4.96%
 Air Products & Chemicals, Inc.  .........    16,200      722,925
 du Pont (E. I.) de Nemours and Company  .    12,200      646,600
 PPG Industries, Inc.  ...................    12,700      944,563
 Praxair, Inc.  ..........................    20,300      352,713
 Union Carbide Corporation  ..............    17,700      398,250
   Total .................................              3,065,051

Chemicals Specialty and Miscellaneous Technology - 5.11%
 Betz Laboratories, Inc.  ................     5,700      286,425
 Ferro Corporation  ......................     8,000      248,000
 Geon Company (The)  .....................    25,000      659,375
 Minnesota Mining and Manufacturing
   Company ...............................     5,100      505,538
 Polaroid Corporation  ...................    28,400      905,250
 Xerox Corporation  ......................     5,700      544,350
   Total .................................              3,148,938

Computers and Office Equipment - 1.13%
 General Motors Corporation, Class E  ....    20,300      695,275

Consumer Electronics and Appliances - 2.12%
 Harmon International Industries,
   Incorporated* .........................     7,600      210,900
 Maytag Corporation  .....................    24,300      455,625
 Rival Company (The)  ....................     3,800       78,375
 Whirlpool Corporation  ..................     9,300      564,975
   Total .................................              1,309,875

Electrical Equipment - 2.75%
 Emerson Electric Co.  ...................     8,100      480,938
 General Electric Company  ...............    12,200    1,215,425
   Total .................................              1,696,363

Electronics - 7.37%
 AMP Incorporated*  ......................    11,200      674,800
 Analog Devices, Inc.*  ..................    10,600      275,600
 Applied Materials, Inc.*  ...............    18,300      816,638
 Intel Corporation  ......................    15,500    1,044,313
 Motorola, Inc.  .........................    17,200    1,741,500
   Total .................................              4,552,851


               See Notes to Schedules of Investments on page 45.


<PAGE>
THE INVESTMENTS OF
TOTAL RETURN FUND
MARCH 31, 1994

                                              Shares        Value

COMMON STOCKS(Continued)
Engineering and Construction - 1.18%
 Fluor Corporation  ......................     8,100  $   405,000
 Foster Wheeler Corporation  .............     8,100      324,000
   Total .................................                729,000

Financial - 2.17%
 Federal Home Loan Mortgage Corporation  .    10,100      512,575
 Federal National Mortgage Association  ..     6,000      466,500
 Household International, Inc.  ..........    12,200      361,425
   Total .................................              1,340,500

Food and Related - 1.23%
 CPC International Inc.  .................    10,100      478,488
 Pet Incorporated  .......................    15,500      279,000
   Total .................................                757,488

Household Products - 3.76%
 Avon Products, Inc.  ....................     5,700      322,050
 Colgate-Palmolive Company  ..............    12,200      706,075
 Gillette Company (The)  .................    10,100      638,825
 Procter & Gamble Company (The)  .........    12,200      654,225
   Total..................................              2,321,175

Leisure Time - 2.27%
 Walt Disney Company (The)  ..............    14,200      594,625
 McDonald's Corporation  .................    14,200      807,625
   Total .................................              1,402,250

Machinery - 7.45%
 Caterpillar Inc.  .......................    16,200    1,820,475
 Clark Equipment Company*  ...............    10,100      598,425
 Deere & Company  ........................    13,900    1,167,600
 Ingersoll-Rand Company  .................     8,100      301,725
 Parker Hannifin Corporation  ............     8,100      286,538
 Trinova Corporation  ....................    12,200      422,425
   Total .................................              4,597,188

Metals and Mining - 0.48%
 Phelps Dodge Corporation  ...............     5,700      297,825

Multi-Industry - 1.83%
 ITT Corporation  ........................    13,200    1,131,900

Paper - 2.09%
 International Paper Company  ............     8,100      551,813
 James River Corporation of Virginia  ....    16,200      293,625
 Union Camp Corporation  .................    10,100      446,925
   Total .................................              1,292,363

               See Notes to Schedules of Investments on page 45.


<PAGE>
THE INVESTMENTS OF
TOTAL RETURN FUND
MARCH 31, 1994

                                              Shares        Value

COMMON STOCKS(Continued)
Railroads - 3.97%
 CSX Corporation  ........................     7,100  $   582,200
 Conrail Inc.  ...........................    12,200      704,550
 Norfolk Southern Corporation  ...........     6,100      394,213
 Southern Pacific Rail Corporation*  .....     9,500      199,500
 Union Pacific Corporation  ..............    10,100      573,175
   Total .................................              2,453,638

Retailing - 10.01%
 Circuit City Stores, Inc.  ..............    32,500      645,938
 Dayton Hudson Corporation  ..............     9,400      686,200
 Dillard Department Stores, Inc.,
   Class A ...............................    19,300      646,550
 Ethan Allen Interiors Inc.*  ............     8,000      208,000
 Gap, Inc. (The)  ........................    14,200      630,125
 Home Depot, Inc. (The)  .................    15,533      632,970
 May Department Stores Company (The)  ....    20,300      844,988
 Penney (J. C.) Company, Inc.  ...........    13,700      724,388
 Sears, Roebuck & Co.   ..................     4,100      176,300
 Spiegel, Inc., Class A  .................    11,000      248,875
 Toys "R" Us, Inc.*   ....................     6,100      211,975
 Wal-Mart Stores, Inc.  ..................    20,300      525,263
   Total .................................              6,181,572

Services, Consumer and Business - 0.85%
 Block (H&R), Inc.  ......................    12,200      524,600

Steel - 1.20%
 Bethlehem Steel Corporation*  ...........     7,300      146,000
 Inland Steel Industries, Inc.*  .........     7,300      219,913
 USX Corporation - U.S. Steel Group  .....    10,100      374,963
   Total .................................                740,876

Telecommunications - 3.14%
 American Telephone and Telegraph
   Company ...............................    10,100      517,625
 General Instrument Corporation*  ........     5,100      242,250
 MCI Communications Corporation  .........    20,300      475,771
 Telefonaktiebolaget LM Ericsson, ADR,
   Class B ...............................    10,100      424,826
 Vanguard Cellular Systems, Inc.*  .......     9,500      276,688
   Total .................................              1,937,160

Tire and Rubber - 1.10%
 Goodyear Tire & Rubber Company (The)  ...    16,700      676,350


               See Notes to Schedules of Investments on page 45.


<PAGE>
THE INVESTMENTS OF
TOTAL RETURN FUND
MARCH 31, 1994

                                              Shares        Value

COMMON STOCKS(Continued)
Trucking - 0.81%
 Ryder System, Inc.  .....................    20,300  $   502,425

TOTAL COMMON STOCKS - 92.42%                          $57,058,785
 (Cost: $53,957,175)

TOTAL SHORT-TERM SECURITIES - 4.54%                   $ 2,800,011
 (Cost: $2,800,011)

TOTAL INVESTMENT SECURITIES - 96.96%                  $59,858,796
 (Cost: $56,757,186)

CASH AND OTHER ASSETS, NET OF LIABILITIES - 3.04%       1,876,491

NET ASSETS - 100.00%                                  $61,735,287


               See Notes to Schedules of Investments on page 45.


<PAGE>
GROWTH FUND
MANAGER'S LETTER
MARCH 31, 1994
- ---------------------------------------------------------------------------



Dear Shareholder:

     This report relates to the operation of the Growth Fund for the fiscal year
ended March 31, 1994.  The following discussion, graphs and tables provide you
with information regarding the Fund's performance during that period.

     Market conditions during the Fund's past fiscal year were characterized by
sharp securities price changes at various times within particular industries,
such as the health care, gaming, telecommunications, technology and retail trade
sectors.  A steady, substantial flow of initial public offerings came to market
throughout the year.

     To take advantage of the dynamic market conditions, we pursued two main
market strategies.  Initially, we utilized the Fund's positive cash flows to
increase the Fund's existing positions in certain securities.  Second, we
selectively added to the Fund's portfolio an assortment of securities in markets
that we perceived had the potential for strong future appreciation.

     The strategies and techniques we applied resulted in the Fund's performance
during its past fiscal year remaining superior to that of the indexes charted on
the following page.  Those indexes reflect the performance of securities that
generally represent the stock market (the S&P 500 Index) and the universe of
funds with similar investment objectives (the Lipper Growth Fund Universe
Average).  The Fund's participation in cyclical industrial stocks and securities
purchased in new public offerings enhanced the Fund's performance the past year.
Consequently, the Fund achieved significant positive returns for its
shareholders.

     We anticipate that economic growth will slow during the Fund's upcoming
fiscal year due to rising interest rates.  While this may temporarily depress
stock valuations, it should once again favor rapid growth companies over
economically sensitive ones.  We expect to continue to employ the strategies we
have employed in the recent past to seek growth investment opportunities
whenever they appear.

     We appreciate your continued confidence.


Respectfully,
Mark G. Seferovich
Manager, Growth Fund


<PAGE>
             COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
                                  GROWTH FUND,

The line graph which appears here is the paper version which was filed on Form
SE on May 24, 1994.


<PAGE>
SHAREHOLDER SUMMARY
- --------------------------------------------------------------------------
GROWTH FUND

PORTFOLIO STRATEGY:
Common stocks and          OBJECTIVE:   To achieve capital appreciation.
securities convertible
into common stocks.


Cash Reserves               STRATEGY:   Invests primarily in common stocks, or
                                        securities convertible into common
                                        stocks, of companies that offer above-
                                        average growth potential, including
                                        relatively new or unseasoned companies.
                                        May purchase securities subject to
                                        repurchase agreements.  May invest in
                                        certain options, futures and other
                                        hedging techniques.

                                        The use of cash reserves (often invested
                                        in money market securities) for
                                        defensive purposes is a strategy that
                                        may be utilized by the Growth Fund from
                                        time to time.

                                        Moving into cash reserve positions at
                                        times thought to be near a major stock
                                        market peak may allow the Fund the
                                        opportunity to capture profits and
                                        attempt to cushion the impact of market
                                        declines.  The added flexibility
                                        provided by our CASH RESERVES STRATEGY,
                                        when deemed appropriate, may be used in
                                        the management of the portfolio.

                             FOUNDED:   1992

                           DIVIDENDS:   PAID ANNUALLY (December)


<PAGE>
PERFORMANCE SUMMARY

        PER SHARE DATA
For the Fiscal Year Ended March 31, 1994
- ----------------------------------------
CAPITAL GAINS DISTRIBUTION        $0.31
                                  =====

NET ASSET VALUE ON
  3/31/94     $14.08 adjusted to:$14.39 (A)
  3/31/93                         11.68
                                 ------
CHANGE PER SHARE                 $ 2.71
                                 ======

(A)  This number includes the capital gains distribution of $0.31 paid in
     December 1993 added to the actual net asset value on March 31, 1994.

Past performance is not necessarily an indication of future results.

TOTAL RETURN HISTORY

                                 Average Annual Total Return
                                ----------------------------
                                      With        Without
                                    CDSC**        CDSC***
                                    ------        -------
Period
- ------
1-year period ended 3-31-94           20.16%        23.16%
Period from 9-21-92*
  through 3-31-94                     26.45%        27.61%

    *Initial public offering of the Fund.

  **"CDSC" refers to the contingent deferred sales charge described in the
    Prospectus.  Performance data quoted represents past performance and
    reflects payment of the applicable contingent deferred sales charge upon
    redemption at the end of the period.

 ***"CDSC" refers to the contingent deferred sales charge described in the
    Prospectus.  Performance data quoted in this column represents past
    performance without reflecting deduction of the applicable contingent
    deferred sales charge upon redemption at the end of the period.

    Investment return and principal value will fluctuate and an investor's
    shares, when redeemed, may be worth more or less than their original cost.


<PAGE>
PORTFOLIO HIGHLIGHTS

On March 31, 1994, Growth Fund had net assets totaling $43,524,277 invested in a
diversified portfolio of:

   63.96%  Common Stocks
   36.04%  Cash and Cash Equivalents

As a shareholder in Growth Fund, for every $100 you had invested on March 31,
1994, your Fund owned:

 $39.65  Technological Stocks
  36.04  Cash and Cash Equivalents
  15.30  Consumer Stocks
   8.02  Basic Industries Stocks
   0.99  Financial Stock


<PAGE>
- -----------------------------------------------------------------
These STOCK CATEGORIES are provided as a reference only.  Not all categories or
subcategories will be represented in a portfolio at all times.  Refer to the
following pages for a more detailed portfolio listing.

BASIC INDUSTRIES
  Airlines
  Automotive
  Building
  Chemicals Major
  Electrical Equipment
  Engineering and Construction
  Machinery
  Manufacturers
  Metals and Mining
  Multi-Industry
  Paper
  Precious Metals
  Railroad Equipment
  Railroads
  Shipping
  Steel
  Tire and Rubber
  Trucking

CONSUMER
  Beverages
  Consumer Electronics and Appliances
  Food and Related
  Hospital Management
  Household Products
  Leisure Time
  Packaging and Containers
  Publishing and Advertising
  Retailing
  Services, Consumer and Business
  Textiles and Apparel
  Tobacco

ENERGY AND ENERGY-RELATED
  Canadian Oil
  Coal
  Domestic Oil
  International Oil
  Oil Services
  Propane

FINANCIAL
  Banks and Savings and Loans
  Financial
  Insurance

PUBLIC UTILITIES
  Electric
  Gas
  Pipelines

TECHNOLOGICAL
  Aerospace
  Biotechnology and Medical Services
  Chemicals Specialty and Miscellaneous Technology
  Computers and Office Equipment
  Drugs and Hospital Supply
  Electronics
  Telecommunications


<PAGE>
THE INVESTMENTS OF
GROWTH FUND
MARCH 31, 1994
                                              Shares        Value

COMMON STOCKS
Automotive - 3.10%
 Automotive Industries Holdings, Inc.*  ..    12,500  $   375,000
 Gentex Corporation*  ....................    20,000      452,500
 Superior Industries International, Inc.      15,000      523,125
   Total .................................              1,350,625

Biotechnology and Medical Services - 4.92%
 American Healthcorp, Inc.*  .............    30,000      420,000
 Pyxis Corporation*   ....................    25,000      656,250
 Tecnol Medical Products, Inc.*  .........    10,600      139,125
 Ventritex, Inc.*  .......................    30,000      630,000
 Zoll Medical Corporation*  ..............    10,000      293,750
   Total .................................              2,139,125

Building - 0.75%
 NCI Building Systems, Inc.*  ............    20,000      327,500

Computers and Office Equipment - 20.67%
 America Online, Inc.*  ..................    12,000      859,500
 BMC Software*  ..........................    10,000      616,250
 Broderbund Software, Inc.*  .............    13,000      531,375
 Cerner Corporation*  ....................    12,000      498,000
 DSP Group, Inc.*   ......................    30,000      483,750
 Health Management Systems, Inc.*   ......    20,000      455,000
 Integrated Silicon Systems, Inc.*   .....    15,500      364,250
 Intuit*   ...............................    15,000      549,375
 Macromedia, Inc.*   .....................     3,500       51,625
 MapInfo Corporation*  ...................     2,500       59,063
 MEDSTAT Group (The)*  ...................    25,000      384,375
 Microsoft Corporation*  .................    10,000      850,000
 Parametric Technology Corporation*  .....    25,000      684,375
 ParcPlace Systems, Inc.*   ..............     5,000      101,250
 PeopleSoft, Inc.*  ......................     3,000      103,125
 Pinnacle Micro, Inc.*  ..................    20,000      315,000
 QuickResponse Services, Inc.*  ..........    15,000      320,625
 Sterling, Software*   ...................    20,000      577,500
 Wall Data Incorporated*  ................    15,000      667,500
 Wonderware Corporation*   ...............    30,000      525,000
   Total .................................              8,996,938

Drugs and Hospital Supply - 1.90%
 Circa Pharmaceuticals, Inc.*  ...........    40,000      470,000
 Copley Pharmaceutical, Inc.*  ...........    15,000      358,125
   Total .................................                828,125

Electronics - 9.83%
 ALANTEC Corporation*   ..................     8,600      141,358
 Applied Materials, Inc.*  ...............    10,000      446,250
 Atmel Corporation*   ....................    10,000      424,370

               See Notes to Schedules of Investments on page 45.


<PAGE>
THE INVESTMENTS OF
GROWTH FUND
MARCH 31, 1994
                                              Shares        Value

COMMON STOCKS (Continued)
Electronics (Continued)
 Digital Link Corporation*   .............    30,000  $   465,000
 Gasonics International Corporation.*   ..    25,000      334,375
 LSI Logic Corporation*  .................    20,000      400,000
 Lam Research*  ..........................    15,000      468,750
 Level One Communications, Incorporated*       8,100      157,950
 Megatest Corporation*  ..................    15,000      271,875
 Micron Technology, Inc.*   ..............    13,000    1,085,500
 TriQuint Semiconductor, Inc.*   .........     5,000       81,250
   Total .................................              4,276,678

Financial - 0.99%
 Regional Acceptance Corporation*  .......    35,000      428,750

Hospital Management - 5.52%
 Intergroup Healthcare Corporation*  .....    12,000      543,000
 Sierra Health Services, Inc.*   .........    30,000      761,250
 United HealthCare Corporation  ..........    10,000      427,500
 Vencor, Incorporated*  ..................    20,000      670,000
   Total .................................              2,401,750

Household Products - 0.65%
 Valence Technology, Inc.*   .............    20,000      285,000

Leisure Time - 0.27%
 Cobra Golf Incorporated*  ...............     4,100      117,363

Machinery - 0.95%
 Cognex Corporation*  ....................    20,000      412,500

Railroad Equipment - 0.42%
 Atchison Casting Corporation*  ..........    12,500      184,375

Retailing - 6.75%
 Bombay Company, Inc.*  ..................    17,150      426,606
 Books-A-Million, Inc.*  .................    25,000      512,500
 Leslie's Poolmart*   ....................    14,000      157,500
 Sunglass Hut International, Inc.*  ......    20,000      665,000
 Tractor Supply Company*   ...............    20,000      460,000
 Williams-Sonoma, Inc.*   ................    22,500      714,375
   Total .................................              2,935,981

Services, Consumer and Business - 2.11%
 Stewart Enterprises, Inc., Class A  .....    25,000      596,875
 Thomas Group, Inc.*   ...................    20,000      320,000
   Total .................................                916,875


               See Notes to Schedules of Investments on page 45.


<PAGE>
THE INVESTMENTS OF
GROWTH FUND
MARCH 31, 1994
                                              Shares        Value

COMMON STOCKS (Continued)
Steel - 0.86%
 Huntco Inc., Class A   ..................    15,000  $   375,000

Telecommunications - 2.33%
 Glenayre Technologies, Inc.*  ...........    20,000      727,500
 MFS Communications Company, Inc.*  ......    10,000      288,750
   Total .................................              1,016,250

Trucking - 1.94%
 Heartland Express, Inc.*  ...............    20,000      682,500
 TRISM, Inc.*   ..........................    10,000      163,750
   Total .................................                846,250

TOTAL COMMON STOCKS - 63.96%                          $27,839,085
 (Cost: $26,016,539)

                                           Principal
                                           Amount in
                                           Thousands

SHORT-TERM SECURITIES
Banks and Savings and Loans - 3.80%
 U.S. Bancorp,
   Master Note ...........................    $1,653    1,653,000

Beverages - 2.18%
 PepsiCo, Inc.,
   3.55%, 4-4-94..........................       950      949,719

Building - 2.30%
 Weyerhaeuser Company,
   3.56%, 4-4-94..........................     1,000      999,703

Computers and Office Equipment - 1.72%
 Electronic Data Systems Corp.,
   3.75%, 5-13-94.........................       750      746,719

Drugs and Hospital Supply - 3.65%
 American Cyanamid Co.,
   3.8%, 6-6-94...........................     1,600    1,588,853

Financial - 12.26%
 Associates Corporation of North America,
   Master Note ...........................     1,992    1,992,000
 B.A.T. Capital Corp.,
   3.35%, 4-4-94..........................     1,300    1,299,637
 BHP Finance (U.S.A.) Inc.,
   3.57%, 4-18-94 ........................     1,050    1,048,230


               See Notes to Schedules of Investments on page 45.


<PAGE>
THE INVESTMENTS OF
GROWTH FUND
MARCH 31, 1994

                                           Principal
                                           Amount in
                                           Thousands        Value

SHORT-TERM SECURITIES (Continued)
Financial (Continued)
 Textron Financial Corp.,
   3.8%, 5-3-94...........................    $1,000  $   996,622
   Total .................................              5,336,489

Food and Related - 4.08%
 Sara Lee Corporation,
   Master Note ...........................     1,778    1,778,000

Household Products - 1.38%
 Procter & Gamble Co.,
   3.5%, 4-8-94...........................       600      599,592

Publishing and Advertising - 1.03%
 American Greetings Corp.,
   3.6%, 4-26-94..........................       450      448,875

Telecommunications - 3.28%
 Siemens Corp.,
   3.47%, 4-7-94..........................     1,430    1,429,173

TOTAL SHORT-TERM SECURITIES - 35.68%                  $15,530,123
 (Cost: $15,530,123)

TOTAL INVESTMENT SECURITIES - 99.64%                  $43,369,208
 (Cost: $41,546,662)

CASH AND OTHER ASSETS, NET OF LIABILITIES - 0.36%         155,069

NET ASSETS - 100.00%                                  $43,524,277

               See Notes to Schedules of Investments on page 45.


<PAGE>
LIMITED-TERM BOND FUND
MANAGER'S LETTER
MARCH 31, 1994
- ---------------------------------------------------------------------------



Dear Shareholder:

     This report relates to the operation of the Limited-Term Bond Fund for the
fiscal year ended March 31, 1994.  The following discussion, graphs and tables
provide you with information regarding the Fund's performance during that
period.

     During the first half of the Fund's past fiscal year, interest rates
declined, with the five-year treasury note hitting its low yield in October,
1993.  From that point, interest rates increased as the economy accelerated and
inflation fears grew.  A significant event in the fixed income markets was the
recent tightening of credit by the Federal Reserve.  Both the stock and bond
markets reacted negatively to the rate increase, which was the first tightening
by the Federal Reserve in over five years.  By the end of the Fund's past fiscal
year, the five-year treasury note had increased in yield by nearly a full
percentage point while prices of fixed income securities had fallen.

     We employed three major strategies during the Fund's past fiscal year.  In
response to the upward trend in interest rates during the second half of the
year, we purchased mortgage-backed securities because of their high current
yield and potential defensive characteristics.  We also shortened the average
maturity of the Fund's portfolio as a defensive measure.  To take advantage of
the improving economy and increases in corporate earnings and credit quality, we
attempted to enhance yield by purchasing relatively lower-rated securities still
in the investment-grade category.

     The strategies and techniques we applied resulted in the direction of the
Fund's performance during its past fiscal year remaining fairly consistent with
that of the indexes charted on the following page.  Those indexes reflect the
performance of securities that generally represent the short-maturity sector of
the bond market (the Lehman Brothers Mutual Fund Short Investment Grade Debt
Index) and the universe of funds with similar investment objectives (the Lipper
Short Investment Grade Debt Fund Universe Average).

     We anticipate that the economic statistics over the next several months
will be an important indicator of whether the Federal Reserve's recent
tightening of credit was sufficient to slow the economy's growth to a more
sustainable level.  Because of the uncertainty caused by the Federal Reserve's
actions, we plan to adopt a more defensive strategy for the Fund by investing in
higher quality securities and securities with shorter average maturities.

     We appreciate your continued confidence.


Respectfully,
W. Patrick Sterner
Manager, Limited-Term Bond Fund


<PAGE>
             COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
                            LIMITED-TERM BOND FUND,

The line graph which appears here is the paper version which was filed on Form
SE on May 24, 1994.


<PAGE>
SHAREHOLDER SUMMARY
- -----------------------------------------------------------------
LIMITED-TERM BOND FUND

PORTFOLIO STRATEGY:
                           OBJECTIVE:   To seek current income
Dollar-weighted average                 consistent with
maturity of portfolio is                preservation of capital.
between two and five years.

At least 65% investment-grade
bonds.
                            STRATEGY:   Invests primarily in debt securities of
                                        investment grade, including debt
                                        securities issued or guaranteed by the
                                        U.S. Government or its agencies or
                                        instrumentalities, with the portfolio
                                        having a dollar-weighted average
                                        maturity of not less than two years, but
                                        not more than five years.  May purchase
                                        securities subject to repurchase
                                        agreements.  May invest in certain
                                        options, futures and other hedging
                                        techniques.

                             FOUNDED:   1992

                           DIVIDENDS:   DECLARED DAILY, PAID MONTHLY


<PAGE>
PERFORMANCE SUMMARY

        PER SHARE DATA
For the Fiscal Year Ended March 31, 1994
- ----------------------------------------
DIVIDENDS PAID                    $0.35
                                  =====

CAPITAL GAINS DISTRIBUTION        $0.02
                                  =====

NET ASSET VALUE ON
  3/31/94      $9.84 adjusted to:  9.86 (A)
  3/31/93                         10.06
                                 ------
CHANGE PER SHARE                 $(0.20)
                                 ======

(A)  This number includes the capital gains distribution of $0.02 paid in
     December 1993 added to the actual net asset value on March 31, 1994.

Past performance is not necessarily an indication of future results.

TOTAL RETURN HISTORY

                                      Average Annual
                                        Total Return
                                    ----------------
                                      With   Without
                                    CDSC**   CDSC***
                                    ------   -------
Period
- ------
1-year period ended 3-31-94           -1.53%     1.41%
Period from 9-21-92*
  through 3-31-94                      1.23%     2.51%

    *Initial public offering of the Fund.

  **"CDSC" refers to the contingent deferred sales charge described in the
    Prospectus.  Performance data quoted represents past performance and
    reflects payment of the applicable contingent deferred sales charge upon
    redemption at the end of the period.

 ***"CDSC" refers to the contingent deferred sales charge described in the
    Prospectus.  Performance data quoted in this column represents past
    performance without reflecting deduction of the applicable contingent
    deferred sales charge upon redemption at the end of the period.

    Investment return and principal value will fluctuate and an investor's
    shares, when redeemed, may be worth more or less than their original cost.


<PAGE>
PORTFOLIO HIGHLIGHTS

On March 31, 1994, Limited-Term Bond Fund had net assets totaling $11,671,135
invested in a diversified portfolio of:

   95.60% Bonds
    4.40% Cash and Cash Equivalents




As a shareholder of Limited-Term Bond Fund, for every $100 you had invested on
March 31, 1994, your Fund owned:

Corporate Bonds            $52.99
U.S. Government Securities  42.61
Cash and Cash Equivalents    4.40


Not all holdings will be represented in the portfolio at all times.


<PAGE>
THE INVESTMENTS OF
LIMITED-TERM BOND FUND
MARCH 31, 1994

                                           Principal
                                           Amount in
                                           Thousands        Value

CORPORATE DEBT SECURITIES
Airlines - 2.81%
 Federal Express Corporation,
   10.0%, 9-1-98 .........................      $296  $   327,639

Automotive - 0.39%
 Ford Motor Company,
   6.27%, 1-2-2000 .......................        45       45,106

Banks and Savings and Loans - 3.70%
 First Chicago Corporation,
   9.875%, 7-1-99 ........................       150      168,479
 Wells Fargo & Company,
   8.375%, 5-15-2002 .....................       250      263,668
   Total .................................                432,147

Building - 3.46%
 Masco Corporation,
   6.25%, 6-15-95 ........................       400      404,620

Chemicals Specialty and Miscellaneous
 Technology - 1.74%
 Polaroid Corporation,
   7.25%, 1-15-97.........................       200      202,980

Domestic Oil - 3.27%
 BP America Inc.,
   9.5%, 1-1-98 ..........................       150      164,237
 Phillips Petroleum Company,
   9.5%, 11-15-97 ........................       200      217,774
   Total .................................                382,011

Drugs and Hospital Supply - 1.28%
 Baxter International Inc.,
   5.0%, 10-1-95 .........................       150      148,821

Financial - 7.89%
 Ford Motor Credit Company,
   4.3%, 7-15-98 .........................       304      300,216
 General Motors Acceptance Corporation:
   6.375%, 9-23-97 .......................        50       49,465
   7.75%, 1-15-99 ........................       300      307,401
 United States Leasing International Inc.,
   8.75%, 5-1-96 .........................       250      263,968
   Total .................................                921,050


               See Notes to Schedules of Investments on page 45.


<PAGE>
THE INVESTMENTS OF
LIMITED-TERM BOND FUND
MARCH 31, 1994

                                           Principal
                                           Amount in
                                           Thousands        Value

CORPORATE DEBT SECURITIES (Continued)
Food and Related - 2.22%
 ConAgra, Inc.,
   9.75%, 11-1-97 ........................      $236  $   259,397

Insurance - 3.58%
 CIGNA Corporation,
   8.0%, 9-1-96 ..........................       350      364,329
 SAFECO Corporation,
   10.75%, 9-15-95 .......................        50       53,748
   Total .................................                418,077

Multi-Industry - 3.72%
 ITT Corporation,
   8.375%, 3-15-96 .......................       415      434,053

Public Utilities - Electric - 0.86%
 Connecticut Light & Power Company (The),
   6.5%, 1-1-98 ..........................       100      100,430

Public Utilities - Pipelines - 2.82%
 Tennessee Gas Pipeline Company,
   9.25%, 5-15-96 ........................       310      329,344

Railroads - 2.69%
 CSX Corporation,
   8.4%, 8-1-96 ..........................       300      314,223

Retailing - 5.71%
 Dillard Department Stores, Inc.,
   8.75%, 6-15-98 ........................       100      107,592
 Penney (J.C.) Company, Inc.,
   10.0%, 10-15-97 .......................       250      278,115
 Sears, Roebuck and Co.,
   8.55%, 8-1-96 .........................       266      280,337
   Total .................................                666,044

Telecommunications - 4.06%
 GTE Corporation,
   8.85%, 3-1-98 .........................       250      267,185
 Southwestern Bell Telephone Company,
   8.3%, 6-1-96 ..........................       100      105,297
 US WEST Financial Services, Inc.,
   6.75%, 11-24-97 .......................       100      101,116
   Total .................................                473,598

               See Notes to Schedules of Investments on page 45.


<PAGE>
THE INVESTMENTS OF
LIMITED-TERM BOND FUND
MARCH 31, 1994

                                           Principal
                                           Amount in
                                           Thousands        Value

CORPORATE DEBT SECURITIES (Continued)
Textiles and Apparel - 2.79%
 Fruit of the Loom, Inc.,
   7.875%, 10-15-99 ......................      $318  $   325,123

TOTAL CORPORATE DEBT SECURITIES - 52.99%              $ 6,184,663
 (Cost: $6,260,016)

UNITED STATES GOVERNMENT SECURITIES
 Federal Home Loan Mortgage Corporation:
   6.75%, 7-15-2003 ......................       100      101,187
   5.75%, 7-15-2006 ......................       250      232,890
   6.0%, 1-1-2009 ........................       389      366,664
   6.0%, 2-1-2009 ........................       391      368,199
   5.5%, 4-15-2013 .......................       100       97,500
   5.5%, 9-15-2013 .......................       100       99,406
   6.4%, 2-15-2018 .......................       250      241,483
 Federal National Mortgage Association:
   8.0%, 2-1-2008 ........................       390      400,980
   6.0%, 6-25-2014 .......................       200      200,750
   7.0%, 9-25-2020 .......................        94       95,552
 Government National Mortgage Association,
   6.5%, 10-15-2008 ......................       302      292,383
 United States Treasury:
   8.5%, 5-15-95 .........................       300      312,141
   4.0%, 1-31-96 .........................       300      294,141
   6.875%, 4-30-97 .......................       400      412,812
   5.625%, 8-31-97 .......................       400      397,188
   5.375%, 5-31-98 .......................       300      292,218
   5.125%, 11-30-98 ......................       300      287,061
   5.5%, 4-15-2000........................       200      191,250
   6.25%, 2-15-2003 ......................       300      289,452

TOTAL UNITED STATES GOVERNMENT SECURITIES - 42.61%    $ 4,973,257
 (Cost: $5,124,836)

TOTAL SHORT-TERM SECURITIES - 0.93%                   $   108,000
 (Cost: $108,000)

TOTAL INVESTMENT SECURITIES - 96.53%                  $11,265,920
 (Cost: $11,492,852)

CASH AND OTHER ASSETS, NET OF LIABILITIES - 3.47%         405,215

NET ASSETS - 100.00%                                  $11,671,135


               See Notes to Schedules of Investments on page 45.


<PAGE>
MUNICIPAL BOND FUND
MANAGER'S LETTER
MARCH 31, 1994
- ---------------------------------------------------------------------------


Dear Shareholder:

     This report relates to the operation of the Municipal Bond Fund for the
fiscal year ended March 31, 1994.  The following discussion, graphs and tables
provide you with information regarding the Fund's performance during that
period.

     Interest rates generally declined during the first part of the Fund's past
fiscal year but began to rise in October and have increased sharply since the
Federal Reserve started tightening the nation's monetary policy in February.
The cyclical economic recovery gained strength throughout 1993, with gross
domestic production rising considerably in the final quarter.  Accelerating
employment and rising personal income have encouraged a revival in credit demand
as the economy appears to be moving into a sustained growth phase.  Over the
past decade, inflation has steadily declined and is currently at an annual rate
of less than 3%.  Although inflation has remained low, inflation fears remain
prevalent among many market participants.

     In view of market conditions, the Fund has invested in municipal bonds with
relatively long maturities and medium credit quality characteristics.
Specifically, the majority of purchases for the Fund's portfolio have been bonds
with 20 to 30 year maturities and credit qualities of A and Baa by Moody's or A
and BBB by Standard & Poor's.  Because the Fund is relatively new and most
purchases are recent, trading activity has been limited.

     The strategies and techniques we applied resulted in the direction of the
Fund's performance during its past fiscal year remaining fairly consistent with
that of the indexes charted on the following page.  Those indexes reflect the
performance of securities that generally represent the municipal bond market
(the Lehman Brothers Municipal Bond Index) and the universe of funds with
similar investment objectives (the Lipper General Municipal Debt Fund Universe
Average).

     We anticipate that inflation may rise slightly as the economy strengthens.
We expect interest rates will trade in a relatively narrow band as we expect the
Federal Reserve to be successful in its indicated intent to control inflation.
Bond investors should continue to receive satisfactory real returns over time.
We expect to continue to pursue the same strategies we have recently employed by
investing in long-term, medium-quality municipal bonds.

     We appreciate your continued confidence.

Respectfully,
John M. Holliday
Manager, Municipal Bond Fund


<PAGE>
             COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
                              MUNICIPAL BOND FUND,

The line graph which appears here is the paper version which was filed on Form
SE on May 24, 1994.


<PAGE>
SHAREHOLDER SUMMARY
- -----------------------------------------------------------------
MUNICIPAL BOND FUND

PORTFOLIO STRATEGY:
Minimum 80%                OBJECTIVE:   To provide income not subject
Municipal Bonds.                        to Federal income taxes.
                                        (Income may be subject to state
Maximum 5% non-investment               and local taxes, and a portion
grade debt securities.                  may be subject to Federal taxes,
                                        including alternative minimum
Less than 25% of its assets             tax.)
in securities of issuers
located in any single state.

                            STRATEGY:   Invests in a diversified portfolio of
                                        tax-exempt bonds.  May invest in certain
                                        options, futures and other hedging
                                        techniques.

                             FOUNDED:   1992

                           DIVIDENDS:   DECLARED DAILY, PAID MONTHLY


<PAGE>
PERFORMANCE SUMMARY

        PER SHARE DATA
For the Fiscal Year Ended March 31, 1994
- ----------------------------------------

DIVIDENDS PAID                   $0.39
                                 =====

CAPITAL GAINS DISTRIBUTION       $0.13
                                 =====
NET ASSET VALUE ON
3/31/94       $10.12 adjusted to:$10.25 (A)
3/31/93                           10.53
                                 ------
CHANGE PER SHARE                 $(0.28)
                                 ======

(A)  This number includes the capital gains distribution of $0.13 paid in
     December 1993 added to the actual net asset value on March 31, 1994.

Past performance is not necessarily an indication of future results.

TOTAL RETURN HISTORY

                                      Average Annual
                                        Total Return
                                    ----------------
                                      With   Without
                                    CDSC**   CDSC***
                                    ------   -------
Period
- ------
1-year period ended 3-31-94           -2.12%     0.76%
Period from 9-21-92*
  through 3-31-94                      4.02%     5.30%

   *Initial public offering of the Fund.

  **"CDSC" refers to the contingent deferred sales charge described in the
    Prospectus.  Performance data quoted represents past performance and
    reflects payment of the applicable contingent deferred sales charge upon
    redemption at the end of the period.

 ***"CDSC" refers to the contingent deferred sales charge described in the
    Prospectus.  Performance data quoted in this column represents past
    performance without reflecting deduction of the applicable contingent
    deferred sales charge upon redemption at the end of the period.

    Investment return and principal value will fluctuate and an investor's
    shares, when redeemed, may be worth more or less than their original cost.


<PAGE>
PORTFOLIO HIGHLIGHTS

On March 31, 1994, Municipal Bond Fund had net assets totaling $24,960,485
invested in a diversified portfolio.



As a shareholder of Municipal Bond Fund, for every $100 you had invested on
March 31, 1994, your Fund owned:

Other Municipal Bonds        $24.27
Hospital Revenue Bonds        21.72
Cash and Cash Equivalents and
  Adjustable Rate Bonds       12.64
Public Power Revenue Bonds     8.42
Education Revenue Bonds        8.30
Industrial Revenue Bonds       7.01
Pollution Control Revenue
  Bonds                        6.53
Water and Sewer Revenue Bonds  4.42
Resource Recovery Revenue
  Bonds                        3.37
City General Obligation Bonds  3.32


Not all holdings will be represented in the portfolio at all times.


<PAGE>
THE INVESTMENTS OF
MUNICIPAL BOND FUND
MARCH 31, 1994

                                           Principal
                                           Amount in
                                           Thousands        Value

MUNICIPAL BONDS
ARIZONA - 2.06%
 City of Phoenix, Civic Improvement Corporation,
   Wastewater System Lease Revenue Bonds,
   Series 1993,
   6.125%, 7-1-2023 ......................    $  250  $   265,000
 City of Bullhead City, Arizona, Bullhead
   Parkway Improvement District,
   Improvement Bonds,
   6.1%, 1-1-2013 ........................       270      250,088
   Total .................................                515,088

ARKANSAS - 4.16%
 Solid Waste Disposal Revenue Bonds
   (International Paper Company Projects),
   City of Pine Bluff, Arkansas,
   5.55%, 10-1-2017 ......................       500      443,750
 Baxter County, Arkansas, Industrial Development
   Revenue Refunding Bonds (Aeroquip Corporation
   Project), Series 1993,
   5.8%, 10-1-2013 .......................       400      356,500
 Pulaski County, Arkansas, Hospital Revenue
   Bonds (Arkansas Children's Hospital Project),
   Series 1993,
   6.2%, 3-1-2022 ........................       250      237,813
   Total .................................              1,038,063

CALIFORNIA - 3.40%
 Carson Redevelopment Agency (California),
   Redevelopment Project Area No. 2, Refunding
   Tax Allocation Bonds, Series 1993,
   6.0%, 10-1-2013 .......................       500      456,875
 Certificates of Participation, City of Upland,
   California to San Antonio Community Hospital,
   1993 Series,
   5.0%, 1-1-2018 ........................       500      391,875
   Total .................................                848,750


               See Notes to Schedules of Investments on page 45.


<PAGE>
THE INVESTMENTS OF
MUNICIPAL BOND FUND
MARCH 31, 1994

                                           Principal
                                           Amount in
                                           Thousands        Value

MUNICIPAL BONDS (Continued)
COLORADO - 1.17%
 City and County of Denver, Colorado,
   Airport System Revenue Bonds:
   Series 1992C,
   6.75%, 11-15-2013 .....................    $  250  $   239,375
   Series 1991A,
   0.0%, 11-15-2003 ......................       100       52,375
   Total .................................                291,750

FLORIDA - 1.62%
 Mid-Bay Bridge Authority (Florida),
   Revenue Refunding Bonds, Series 1993A,
   6.0%, 10-1-2013 .......................       300      274,125
 Hillsborough County, Florida, Capital
   Improvement Non-Ad Valorem Revenue Bonds
   (County Center Project),
   Second Series 1992,
   6.75%, 7-1-2022 .......................       125      128,906
   Total .................................                403,031

GEORGIA - 3.82%
 Hospital Authority of Savannah, Revenue Bonds:
   Candler Hospital, Series 1992,
   7.0%, 1-1-2023 ........................       500      481,250
   Saint Joseph's Hospital Project,
   Series 1993,
   6.2%, 7-1-2023 ........................       500      472,500
   Total .................................                953,750

GUAM - 0.96%
 Guam Power Authority, Revenue Bonds,
   1992 Series A,
   6.3%, 10-1-2022 .......................       250      239,063

ILLINOIS - 7.60%
 Illinois Health Facilities Authority,
   Revenue Bonds, Series 1993 (OSF
   Healthcare System),
   5.75%, 11-15-2007 .....................       700      666,750
 City of Quincy, Adams County, Illinois,
   Revenue Bonds, Series 1993
   (Blessing Hospital),
   6.0%, 11-15-2018 ......................       500      450,625
 Illinois Development Finance Authority,
   Local Government Program Revenue Bonds,
   Series 1993 (Village of Maywood Project),
   6.0%, 1-1-2008 ........................       400      383,500

               See Notes to Schedules of Investments on page 45.


<PAGE>
THE INVESTMENTS OF
MUNICIPAL BOND FUND
MARCH 31, 1994

                                           Principal
                                           Amount in
                                           Thousands        Value

MUNICIPAL BONDS (Continued)
ILLINOIS (Continued)
 Metropolitan Pier and Exposition Authority
   (Illinois), McCormick Place Expansion
   Project Bonds, Series 1992A,
   6.5%, 6-15-2027 .......................    $  200  $   198,750
 The Illinois State Toll Highway Authority,
   Toll Highway Priority Revenue Bonds,
   1992 Series A,
   6.375%, 1-1-2015 ......................       200      198,250
   Total .................................              1,897,875

INDIANA - 5.54%
 Indiana State Office Building Commission,
   Capitol Complex Revenue Bonds (State
   Office Building I Facility),
   Series 1990B,
   7.4%, 7-1-2015 ........................       500      561,250
 City of Sullivan, Indiana, Pollution
   Control Revenue Refunding Bonds
   (Indiana-Michigan Power Company Project),
   Series C,
   5.95%, 5-1-2009 .......................       500      463,750
 East Chicago Elementary School Building
   Corporation (Lake County, Indiana),
   First Mortgage Bonds, Series 1993A,
   5.5%, 1-15-2016 .......................       400      358,000
   Total .................................              1,383,000

IOWA - 1.29%
 Scott County, Iowa, Refunding Certificates
   of Participation (County Golf Course
   Project, Series 1993),
   6.2%, 5-1-2013 ........................       340      322,575

KANSAS - 0.91%
 City of Lawrence, Kansas, Multifamily
   Housing Development Revenue Refunding
   Bonds (Brandon Woods, Inc. Project),
   Series 1993,
   6.625%, 4-1-2012 ......................       225      227,813

               See Notes to Schedules of Investments on page 45.


<PAGE>
THE INVESTMENTS OF
MUNICIPAL BOND FUND
MARCH 31, 1994

                                           Principal
                                           Amount in
                                           Thousands        Value

MUNICIPAL BONDS (Continued)
LOUISIANA - 2.86%
 Parish of St. Charles, State of Louisiana:
   Pollution Control Revenue Bonds (Union
   Carbide Project), Series 1992,
   7.35%, 11-1-2022 ......................    $  200  $   208,500
   Solid Waste Disposal Revenue Bonds
   (Louisiana Power & Light Company Project),
   Series 1992-A,
   7.0%, 12-1-2022 .......................       200      203,000
 Louisiana Public Facilities Authority,
   Student Loan Revenue Bonds,
   Series 1992A-2,
   6.75%, 9-1-2006 .......................       300      302,625
   Total .................................                714,125

MARYLAND - 7.81%
 Prince George's County, Maryland,
   Project and Refunding Revenue Bonds
   (Dimensions Health Corporation Issue),
   Series 1994,
   5.375%, 7-1-2014 ......................     1,000      866,250
 Northeast Maryland Waste Disposal Authority,
   Solid Waste Revenue Bonds (Montgomery
   County Resource Recovery Project),
   Series 1993A,
   6.2%, 7-1-2010 ........................       665      638,400
 Maryland Health and Educational Facilities
   Authority, Project and Refunding Revenue
   Bonds, Doctors Community Hospital Issue,
   Series 1993,
   5.75%, 7-1-2013 .......................       500      444,375
   Total .................................              1,949,025

MASSACHUSETTS - 4.30%
 Massachusetts Water Resources Authority,
   General Revenue Bonds:
   1993 Series C,
   5.25%, 12-1-2008 ......................       750      692,813
   1991 Series A,
   6.5%, 12-1-2019 .......................       150      164,625
 Massachusetts Municipal Wholesale
   Electric Company, Power Supply System
   Revenue Bonds, 1992 Series B,
   6.75%, 7-1-2017 .......................       200      215,250
   Total .................................              1,072,688



               See Notes to Schedules of Investments on page 45.


<PAGE>
THE INVESTMENTS OF
MUNICIPAL BOND FUND
MARCH 31, 1994

                                           Principal
                                           Amount in
                                           Thousands        Value

MUNICIPAL BONDS (Continued)
MICHIGAN - 3.40%
 Michigan State Hospital Finance
   Authority, Hospital Revenue Refunding
   Bonds (Crittenton Hospital),
   Series 1994A,
   5.25%, 3-1-2014 .......................    $1,000  $   847,500

MINNESOTA - 1.90%
 City of Plymouth, Minnesota, Multifamily
   Housing Revenue Bonds (Harbor Lane
   Apartments Project), Series 1993,
   5.95%, 9-1-2018 .......................       500      473,125

MISSOURI - 1.28%
 City of Ste. Genevieve, Missouri, Waterworks
   Revenue Bonds, Series 1993,
   6.6%, 2-1-2013 ........................       250      247,188
 The Industrial Development Authority of the
   County of Jackson, State of Missouri,
   Health Care System Revenue Bonds,
   Saint Joseph Health Center Issue,
   Series 1992,
   6.5%, 7-1-2012 ........................        75       72,188
   Total .................................                319,376

MONTANA - 2.24%
 City of Forsyth, Rosebud County, Montana,
   Pollution Control Revenue Refunding
   Bonds (The Montana Power Company Colstrip
   Project), Series 1993A,
   6.125%, 5-1-2023 ......................       500      460,625
 Anaconda-Deer Lodge County, Montana,
   Solid Waste Facility Revenue Bonds
   (ARCO-Anaconda Smelter Site Project),
   Series 1992,
   6.375%, 10-1-2016 .....................       100       98,500
   Total .................................                559,125

NEBRASKA - 1.94%
 Nebraska Higher Education Loan Program, Inc.,
   Senior Subordinate Bonds, Series A-SA,
   6.2%, 6-1-2013 ........................       500      484,375

NEVADA - 0.58%
 Humboldt County, Nevada, Pollution Control
   Revenue Bonds (Idaho Power Company
   Project), Series 1984,
   8.3%, 12-1-2014 .......................       125      145,000
               See Notes to Schedules of Investments on page 45.


<PAGE>
THE INVESTMENTS OF
MUNICIPAL BOND FUND
MARCH 31, 1994

                                           Principal
                                           Amount in
                                           Thousands        Value

MUNICIPAL BONDS (Continued)
NEW JERSEY - 4.06%
 New Jersey Economic Development Authority:
   Economic Growth Bonds,
   Richard L. Tauber Composite Issue-1993
   Series A,
   5.4%, 10-1-2013 .......................    $  700  $   624,750
   Economic Development Refunding Bonds
   (Yellow Freight System, Inc.- 1993 Project),
   6.125%, 4-1-2008 ......................       400      388,000
   Total .................................              1,012,750

NEW YORK - 5.87%
 The City of New York, General Obligation
   Bonds, Fiscal 1994 Series D:
   5.75%, 8-15-2012 ......................       500      455,000
   5.75%, 8-15-2007 ......................       400      375,000
 New York State Thruway Authority,
   Local Highway and Bridge Service
   Contract Bonds, Series 1993,
   5.25%, 4-1-2013 .......................       500      433,750
 Onondaga County Resource Recovery Agency,
   Project Revenue Bonds (Resource Recovery
   Facility - 1992 Series),
   7.0%, 5-1-2015 ........................       200      202,250
   Total .................................              1,466,000

OHIO - 0.21%
 Ohio Air Quality Development Authority,
   State of Ohio, Collateralized Pollution
   Control Revenue Refunding Bonds,
   1989 Series B (The Toledo Edison Company
   Project),
   7.55%, 6-1-2023 .......................        50       53,188

OKLAHOMA - 2.72%
 Tulsa Public Facilities Authority
   (Oklahoma), Assembly Center Lease Payment
   Revenue Bonds, Refunding Series 1985:
   6.2%, 11-1-2012 .......................       500      475,625
   6.6%, 7-1-2014 ........................       200      202,000
   Total .................................                677,625


               See Notes to Schedules of Investments on page 45.


<PAGE>
THE INVESTMENTS OF
MUNICIPAL BOND FUND
MARCH 31, 1994

                                           Principal
                                           Amount in
                                           Thousands        Value

MUNICIPAL BONDS (Continued)
SOUTH CAROLINA - 1.20%
 Charleston County, South Carolina, Industrial
   Refunding Revenue Bonds, 1982 Series
   (Massey Coal Terminal, South Carolina
   Corporate Project), Adjustable Convertible
   Extendible Securities,
   2.9%, 1-1-2007 ........................    $  300  $   300,000

TEXAS - 7.23%
 Brazos River Authority (Texas),
   Variable Rate Demand, Pollution Control
   Revenue Refunding Bonds (Monsanto Company
   Project), Series 1994,
   2.2%, 2-1-2004 ........................     1,000    1,000,000
 Sabine River Authority of Texas,
   Collateralized Pollution Control
   Revenue Refunding Bonds (Texas
   Utilities Electric Company Project),
   Series 1993B,
   5.85%, 5-1-2002 .......................       800      705,000
 Alliance Airport Authority, Inc.,
   Special Facilities Revenue Bonds,
   Series 1991 (American Airlines, Inc.
   Project),
   7.0%, 12-1-2011 .......................       100       99,250
   Total .................................              1,804,250

VIRGINIA - 3.71%
 Virginia Education Loan Authority (A
   Political Subdivision of the Commonwealth
   of Virginia), Student Loan Program
   Revenue Bonds, Series C Bonds,
   5.75%, 9-1-2010 .......................     1,000      926,250

WASHINGTON - 8.73%
 Washington Public Power Supply System:
   Nuclear Project No. 1, Refunding
   Revenue Bonds:
   Series 1989A,
   6.0%, 7-1-2017 ........................       450      420,750
   Series 1994B,
   7.375%, 7-1-2004 ......................       500      545,000
   Nuclear Project No. 2, Refunding
   Revenue Bonds, Series 1991A,
   6.0%, 7-1-2012 ........................       190      180,025


               See Notes to Schedules of Investments on page 45.


<PAGE>
THE INVESTMENTS OF
MUNICIPAL BOND FUND
MARCH 31, 1994

                                           Principal
                                           Amount in
                                           Thousands        Value

MUNICIPAL BONDS (Continued)
WASHINGTON (Continued)
 Washington Health Care Facilities
   Authority, Revenue Bonds, Series 1993
   (Highline Community Hospital, Seattle),
   5.5%, 8-15-2014 .......................    $1,000  $   881,250
 Public Utility District No. 2 of Grant
   County, Washington, Wanapum
   Hydroelectric Development, Second Series
   Revenue Bonds, 1992B,
   6.75%, 1-1-2023 .......................       150      153,000
   Total .................................              2,180,025

TOTAL MUNICIPAL BONDS - 92.57%                        $23,105,185
 (Cost: $24,445,150)

SHORT-TERM SECURITIES
Banks and Savings and Loans - 0.68%
 U.S. Bancorp,
   Master Note............................       170      170,000

Financial - 2.24%
 Associates Corporation of North America,
   Master Note............................       560      560,000

Food and Related - 2.61%
 Sara Lee Corporation,
   Master Note............................       650      650,000

TOTAL SHORT-TERM SECURITIES - 5.53%                   $ 1,380,000
 (Cost: $1,380,000)

TOTAL INVESTMENT SECURITIES - 98.10%                  $24,485,185
 (Cost: $25,825,150)

CASH AND OTHER ASSETS, NET OF LIABILITIES - 1.90%         475,300

NET ASSETS - 100.00%                                  $24,960,485


               See Notes to Schedules of Investments on page 45.


<PAGE>
GLOBAL INCOME FUND
MANAGER'S LETTER
MARCH 31, 1994
- ---------------------------------------------------------------------------

Dear Shareholder:

     This report relates to the operation of the Global Income Fund for the
fiscal year ended March 31, 1994.  The following discussion, graphs and tables
provide you with information regarding the Fund's performance during that
period.

     During the Fund's past fiscal year, European countries exhibited slow
growth and declining interest rates, while dollar-bloc countries (the U.S.,
Canada, and Australia) displayed a somewhat faster economic growth rate.  The
European central banks, in general, reduced their short-term interest rates,
while most recently the U.S. Federal Reserve Board hiked U.S. short-term
interest rates, causing U.S. bonds to decline in value.  These factors resulted
in an increase in the value of the U.S., Canadian, and Australian currencies
relative to European currencies.  Contrary to the trends elsewhere, interest
rates in Japan declined even as the Japanese yen gained ground against the U.S.
dollar.

     In response to these market conditions, we adopted the following
strategies.  First, we kept the portfolio's average maturity near the Fund's
allowable maximum in an attempt to capture the greatest amount of current income
possible.  Second, we increased the Fund's emphasis on debt denominated in U.S.
and Canadian dollars as we sought to earn relatively high real rates of return
with limited or no currency risk.  By emphasizing debt denominated in U.S.
dollars, we also avoided the costs associated with hedging foreign currencies.
Conversely, we reduced the Fund's exposure to debt denominated in Japanese yen,
particularly because Japanese bond rates were among the lowest in the world.
Finally, we hedged foreign currency risk on our other foreign securities to a
significant extent.

     The strategies and techniques we applied did not allow the Fund's
performance during its past fiscal year to keep pace with that of the indexes
charted on the following page.  Those indexes reflect the performance of
securities that generally represent the short-maturity sector of the
international bond market (the Lehman Brothers Mutual Fund Short World Multi-
Market Index) and the universe of funds with similar investment objectives (the
Lipper Short World Multi-Market Income Fund Universe Average).

     We anticipate that European interest rates will continue their decline from
artificially high levels as they approach low levels of inflation in Europe's
slowly growing economy.  We also anticipate that currency fluctuations will
subside.  Therefore, we expect to continue to employ the strategies we have
employed in the recent past by maintaining the portfolio's maturity at or near
the maximum permissible level.  In addition, we expect to move more of the
Fund's investments out of the U.S. market and into foreign markets where high
current rates of return are available and greater potential for capital gains
exist.

     We appreciate your continued confidence.


Respectfully,
James C. Cusser and
John E. Sundeen, Jr.
Co-Managers, Global Income Fund


<PAGE>
             COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
                              GLOBAL INCOME FUND,

The line graph which appears here is the paper version which filed on Form SE on
May 24, 1994.


<PAGE>
SHAREHOLDER SUMMARY
- -----------------------------------------------------------------
GLOBAL INCOME FUND

PORTFOLIO STRATEGY:
Maximum 50% securities     OBJECTIVE:   To provide a high level of
denominated in U.S. dollars.            current income consistent
                                        with safety of principal.
Maximum 25% securities
issued by any single foreign
government.
                            STRATEGY:   Invests primarily in relatively higher-
                                        rated debt securities that are
                                        denominated in various currencies and
                                        multinational currency units and that
                                        have remaining maturities of not more
                                        than five years, with the average
                                        maturity of the portfolio not to exceed
                                        three years.  May purchase securities
                                        subject to repurchase agreements.  May
                                        invest in certain options, futures and
                                        other hedging techniques

                             FOUNDED:   1992

                           DIVIDENDS:   DECLARED DAILY, PAID MONTHLY


<PAGE>
PERFORMANCE SUMMARY

        PER SHARE DATA
For the Fiscal Year Ended March 31, 1994
- ----------------------------------------

DIVIDENDS PAID                  $ 0.34
                                ======

NET ASSET VALUE ON
 3/31/94                        $ 9.37
 3/31/93                          9.68
                                ------
CHANGE PER SHARE                $(0.31)
                                ======

Past performance is not necessarily an indication of future results.

TOTAL RETURN HISTORY

                                 Average Annual Total Return
                                 ---------------------------
                                      With         Without
                                    CDSC**         CDSC***
                                    ------         -------
Period
- ------
1-year period ended 3-31-94           -2.58%          0.33%
Period from 9-21-92*
  through 3-31-94                     -1.87%         -0.63%

    *Initial public offering of the Fund.

  **"CDSC" refers to the contingent deferred sales charge described in the
    Prospectus.  Performance data quoted represents past performance and
    reflects payment of the applicable contingent deferred sales charge upon
    redemption at the end of the period.

 ***"CDSC" refers to the contingent deferred sales charge described in the
    Prospectus.  Performance data quoted in this column represents past
    performance without reflecting deduction of the applicable contingent
    deferred sales charge upon redemption at the end of the period.

    Investment return and principal value will fluctuate and an investor's
    shares, when redeemed, may be worth more or less than their original cost.


<PAGE>
PORTFOLIO HIGHLIGHTS

On March 31, 1994, Global Income Fund had net assets totaling $10,282,309
invested in a diversified portfolio of:

90.51% Bonds
 9.49% Other, including Cash and Cash Equivalents




As a shareholder of Global Income Fund, for every $100 you had invested on March
31, 1994, your Fund owned:

Other Government Securities     $62.94
U.S. Government Securities       21.24
Other, including Cash and
  Cash Equivalents                9.49
Corporate Debt Securities         6.33


Not all holdings will be represented in the portfolio at all times.


<PAGE>
THE INVESTMENTS OF
GLOBAL INCOME FUND
MARCH 31, 1994

                                           Principal
                                           Amount in
                                           Thousands        Value
CORPORATE DEBT SECURITIES
 Automotive - 2.37%
 Toyota Motor Credit Corporation,
   6.695%, 8-5-96 ........................    $  250  $   243,125

 Banks and Savings and Loans - 3.96%
 Bayerische Landesbank Girozentrale,
   5.34%, 3-28-97 ........................    $  250      242,500
 Deutsche Bank Aktiengesellschaft,
   12.0%, 10-2-96 (A) ....................  L250,000      165,000
   Total .................................                407,500

TOTAL CORPORATE DEBT SECURITIES - 6.33%               $   650,625
 (Cost: $670,427)

OTHER GOVERNMENT SECURITIES
 Australia - 7.85%
 New South Wales Treasury,
   8.5%, 3-1-96 (A) ......................     $A500      362,415
 Queensland Treasury Corporation:
   8.0%, 5-14-97 (A) .....................     $A400      286,180
   12.0%, 5-15-97 (A) ....................     $A200      158,878
   Total .................................                807,473

 Canada - 14.83%
 Province of Alberta,
   8.625%, 11-27-96 ......................   $   200      212,650
 Government of Canada:
   7.5%, 7-1-97 (A) ......................   $C1,000      727,880
   6.25%, 2-1-98 (A) .....................   $C  350      243,229
   10.75%, 3-15-98 (A) ...................   $C  425      341,029
   Total .................................              1,524,788

 Denmark - 2.84%
 Kingdom of Denmark,
   9.0%, 11-15-98 (A) ....................  DKr1,750      292,355

 France - 21.53%
 Bon Du Tresor:
   8.0%, 4-12-94 (A) .....................    F2,250      393,705
   9.0%, 11-12-95 (A) ....................    F1,000      183,340
   8.0%, 5-12-98 (A) .....................    F4,500      844,875
   0.0%, 10-25-98 (A) ....................    F4,000      537,920
 Credit Local de France,
   5.9%, 2-23-96 .........................    $  250      254,375
   Total .................................              2,214,215

               See Notes to Schedules of Investments on page 45.


<PAGE>
THE INVESTMENTS OF
GLOBAL INCOME FUND
MARCH 31, 1994

                                           Principal
                                           Amount in
                                           Thousands        Value
OTHER GOVERNMENT SECURITIES (Continued)
 Germany - 8.19%
 Bundesobligation:
   7.25%, 12-20-94 (A) ...................     DM550  $   332,712
   6.625%, 1-20-98 (A) ...................     DM250      154,058
 Bundesschatzanweisungen,
   8.75%, 12-20-95 (A) ...................     DM250      157,285
 Kreditanstalt fur Weideraufbau,
   10.6%, 5-18-98 (A) ....................  L300,000      198,000
   Total .................................                842,055

 Netherlands - 3.04%
 Netherlands Government:
   6.0%, 7-1-94 (A) ......................    Dfl300      159,705
   6.5%, 10-1-94 (A) .....................    Dfl285      152,432
   Total .................................                312,137

 Supranational - 4.66%
 European Investment Bank,
   6.75%, 5-14-98 (A) ....................    F2,000      358,040
 Inter-American Development Bank,
   7.5%, 12-15-94 (A) ....................     DM200      121,016
   Total .................................                479,056

TOTAL OTHER GOVERNMENT SECURITIES - 62.94%            $ 6,472,079
 (Cost: $6,695,084)

UNITED STATES GOVERNMENT SECURITIES
 United States Treasury:
   7.25%, 8-31-96 ........................    $1,300    1,351,181
   6.875%, 4-30-97 .......................    $  300      309,609
   5.25%, 7-31-98 ........................    $  150      145,008
   4.75%, 10-31-98 .......................    $  400      377,624

TOTAL UNITED STATES GOVERNMENT SECURITIES - 21.24%    $ 2,183,422
 (Cost: $2,219,764)

                                                Face
                                           Amount in
                                           Thousands
UNREALIZED GAIN (LOSS) ON OPEN FORWARD
 CURRENCY CONTRACTS
 Canadian Dollar, 4-12-94 (A)  ...........    $C 500       11,423
 Canadian Dollar, 11-2-94 (A)  ...........    $C 350       12,432
 Canadian Dollar, 11-29-94 (A)  ..........    $C 425       15,635
 Danish Krone, 3-25-96 (A)  ..............  DKr1,700       (4,047)


               See Notes to Schedules of Investments on page 45.


<PAGE>
THE INVESTMENTS OF
GLOBAL INCOME FUND
MARCH 31, 1994

                                                Face
                                           Amount in
                                           Thousands        Value
UNREALIZED GAIN (LOSS) ON OPEN FORWARD
 CURRENCY CONTRACTS (Continued)
 French Franc, 5-24-94 (A)  ..............    F1,000   $    3,699
 French Franc, 8-4-94 (A)  ...............    F2,000      (15,040)
 French Franc, 3-5-95 (A)  ...............    F3,000      (11,405)
 French Franc, 3-7-95 (A)  ...............    F1,000       (3,296)
 French Franc, 3-7-95 (A)  ...............    F2,500      (10,012)
TOTAL UNREALIZED LOSS ON OPEN FORWARD
 CURRENCY CONTRACTS - (0.01%)                          $     (611)

                                           Principal
                                           Amount in
                                           Thousands
SHORT-TERM SECURITIES
Commercial Paper - 0.68%
 Financial
 Associates Corporation of North America,
   Master Note............................    $   70       70,000

Time Deposits
 Canadian Imperial Bank of
   Commerce - Grand Cayman,
   4.0%, 4-11-94 (A) .....................    SFr503      356,028
 Dresdner Bank AG - Grand Cayman,
   5.6875%, 6-15-94 (A) ..................     DM515      307,876

Total Time Deposits - 6.46%                               663,904

TOTAL SHORT-TERM SECURITIES - 7.14%                   $   733,904
 (Cost: $757,624)

TOTAL INVESTMENT SECURITIES - 97.64%                  $10,039,419
 (Cost: $10,342,899)

CASH AND OTHER ASSETS, NET OF LIABILITIES - 2.36%         242,890

NET ASSETS - 100.00%                                  $10,282,309


               See Notes to Schedules of Investments on page 45.


<PAGE>
WADDELL & REED FUNDS, INC.

Notes to Schedules of Investments

* No income dividends were paid during the preceding 12 months.

(A)  Principal amounts are denominated in the indicated foreign currency, where
     applicable (L - Italian Lira, $A - Australian Dollar, $C - Canadian Dollar,
     DKr - Danish Krone, F - French Franc, DM - German Mark, Dfl - Dutch
     Guilder, SFr - Swiss Franc,).

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.


<PAGE>
WADDELL & REED FUNDS, INC.
STATEMENT OF ASSETS AND LIABILITIES
MARCH 31, 1994
                              Total            Limited- Municipal    Global
                             Return    Growth Term Bond      Bond    Income
                               Fund      Fund      Fund      Fund      Fund
<TABLE>
Assets                  -------------------------------------------------------
 Investment securities--at value
<S>                     <C>        <C>         <C>        <C>       <C>
   (Notes 1 and 4) ...  $59,858,796 $43,369,208$11,265,920$24,485,185$10,039,419
 Cash  ...............        3,922      7,190        484      3,943      2,765
 Receivables:
   Fund shares sold ..    1,917,953  1,102,327    255,517    150,996     35,960
   Dividends and interest               90,382     14,500    189,942    440,277
 255,906
   Other .............          ---        ---        ---        ---      2,768
 Unamortized organization
   expenses (Note 2) .       22,814     22,814     22,814     22,814     22,814
 Prepaid insurance premium      226        226        192        226        192
                        -------------------------------------------------------
    Total assets  ....   61,894,093 44,516,265 11,734,869 25,103,441 10,359,824
Liabilities             -------------------------------------------------------
 Payable for investment
   securities purchased         ---    773,750        ---        ---        ---
 Payable for Fund shares
   redeemed ..........       85,717    158,757     26,884     82,512     44,481
 Organization expenses
   payable ...........       22,814     22,814     22,814     22,814     22,814
 Accrued service fee .       31,546     22,003      4,480     13,456      2,847
 Accrued transfer agency
   and dividend disbursing   10,120      9,483      2,129      3,159      1,612
 Dividends payable  ..          ---        ---      4,789     16,768      4,928
 Accrued accounting
   services fee ......        2,500      1,667        833      1,667        833
 Other  ..............        6,109      3,514      1,805      2,580        ---
                        -------------------------------------------------------
    Total liabilities       158,806    991,988     63,734    142,956     77,515
                        -------------------------------------------------------
      Total net assets  $61,735,287$43,524,277$11,671,135$24,960,485$10,282,309
Net Assets              =======================================================
 $0.01 par value capital stock
   Capital stock .....  $    51,506$    30,920$    11,863$    24,666$    10,978
   Additional paid-in
     capital .........   59,073,522 40,901,759 11,876,315 26,274,326 10,642,305
 Accumulated undistributed
   gain (loss):
   Accumulated undistributed
    net realized gain
    (loss) on investment
    transactions .....     (491,351)   769,052      9,889      1,458    (70,287)
   Net unrealized appreciation
    (depreciation) of investments
    at end of period .    3,101,610  1,822,546   (226,932)(1,339,965)  (302,869)
   Net unrealized depreciation on
    forward currency contracts  ---        ---        ---        ---       (611)
   Net unrealized appreciation from
    foreign currency translation---        ---        ---        ---      2,793
                        -------------------------------------------------------
    Net assets applicable to
      outstanding units
      of capital .....  $61,735,287$43,524,277$11,671,135$24,960,485$10,282,309
                        =======================================================
Net asset value, redemption
 and offering price
 per share ...........       $11.99     $14.08     $ 9.84     $10.12      $9.37
                             ======     ======     ======     ======      =====
Capital shares outstanding5,150,639  3,091,974  1,186,316  2,466,559  1,097,815
Capital shares
 authorized ..........  500,000,000500,000,000500,000,000500,000,000500,000,000
                       See notes to financial statements.
</TABLE>
<PAGE>
WADDELL & REED FUNDS, INC.
STATEMENT OF OPERATIONS
For the Fiscal Year ended March 31, 1994
                              Total            Limited- Municipal    Global
                             Return    Growth Term Bond      Bond    Income
                               Fund      Fund      Fund      Fund      Fund
Investment Income        -------------------- -------------------  --------
 Income:
   Interest ..........   $   87,147$  317,264 $ 526,188$  969,271  $547,683
   Dividends .........      661,516     3,991       ---       ---       ---
                         --------------------  -------- ---------  --------
    Total income  ....      748,663   321,255   526,188   969,271   547,683
 Expenses (Notes 2 and 3):-------------------- -------- ---------  --------
   Distribution fees .      274,052   174,653    70,849   129,488    70,692
   Investment management fee255,556   185,715    52,456    95,328    62,024
   Transfer agency and
    dividend disbursing                80,832    69,730    20,235    26,507
 17,286
   Service fee .......       85,722    51,486    20,588    38,870    11,997
   Registration fees..       23,941    20,387    14,987    18,704    15,235
   Accounting services fee   20,000    13,333     4,167    10,833     5,833
   Custodian fees ....       20,730     7,631     2,796     3,859     9,805
   Amortization of organization
    expenses  ........        6,518     6,518     6,518     6,518     6,518
   Audit fees ........        5,785     5,111     4,112     4,448     5,738
   Legal fees ........        3,318     1,962     1,299     1,783     1,564
   Other .............       14,962    10,755     5,076     6,439     5,090
                         --------------------  -------- ---------  --------
    Total expenses  ..      791,416   547,281   203,083   342,777   211,782
                         --------------------  -------- ---------  --------
      Net investment income
       (loss) ........      (42,753) (226,026)  323,105   626,494   335,901
                         --------------------  -------- ---------  --------
Realized and Unrealized Gain
 (Loss) on Investments
 Realized net gain (loss)
   on securities......     (472,421)1,570,093    33,900   163,024  (54,459)
 Realized net loss from foreign
   currency translation                   ---       ---       ---       ---
 (30,802)
 Realized net gain on forward
   currency contracts                     ---       ---       ---       ---
 7,231
                         --------------------  -------- ---------  --------
                           (472,421)1,570,093    33,900   163,024  (78,030)
                         --------------------  -------- ---------  --------
 Unrealized appreciation
   (depreciation) in value
   of securities during
   the period ........    2,475,374 1,574,011  (311,607)(1,533,977)(248,620)
 Unrealized depreciation on
   forward currency contracts   ---       ---       ---       ---   (2,222)
 Unrealized appreciation from
   foreign currency translation ---       ---       ---       ---     3,070
                         --------------------  ------------------  --------
                          2,475,374 1,574,011  (311,607)(1,533,977)(247,772)
                         --------------------  ------------------  --------
 Net gain (loss) on
   investments .......    2,002,953 3,144,104  (277,707)(1,370,953)(325,802)
                         --------------------  ------------------  --------
    Net increase (decrease)
      in net assets resulting
      from operations    $1,960,200$2,918,078   $ 45,398$ (744,459)$ 10,099
                         ====================  ==================  ========

                       See notes to financial statements.


<PAGE>
WADDELL & REED FUNDS, INC.
STATEMENT OF CHANGES IN NET ASSETS
For the Fiscal Year ended March 31, 1994
                              Total            Limited- Municipal    Global
                             Return    Growth Term Bond      Bond    Income
                               Fund      Fund      Fund      Fund      Fund
<TABLE>
Increase in Net Assets ---------------------------------------------------------
 Operations:
   Net investment income
<S>                    <C>         <C>         <C>        <C>        <C>
    (loss)  .......... $   (42,753)$  (226,026)$   323,105$   626,494$   335,901
   Realized net gain (loss)
    on investments ...    (472,421)  1,570,093      33,900    163,024    (78,030)
   Unrealized appreciation
    (depreciation)  ..   2,475,374   1,574,011    (311,607)(1,533,977)  (247,772)
                      ----------------------------------------------------------
    Net increase (decrease)
      in net assets resulting
      from operations.   1,960,200   2,918,078      45,398   (744,459)    10,099
                      ----------------------------------------------------------
 Dividends to shareholders from:*
   Net investment income       ---         ---    (323,105)  (626,494)  (247,980)
   Realized net gain
    from investment
    transactions .....         ---    (656,864)    (18,818)  (253,457)       ---
   Tax-basis return of
    capital ..........         ---         ---         ---        ---    (87,921)
                       ---------------------------------------------------------
                               ---    (656,864)   (341,923)  (879,951)  (335,901)
                       ---------------------------------------------------------
 Capital share
   transactions** ....  47,315,309  33,287,538   5,708,291 18,028,155  3,427,061
                       ---------------------------------------------------------
      Total increase .  49,275,509  35,548,752   5,411,766 16,403,745  3,101,259

Net Assets
 Beginning of period    12,459,778   7,975,525   6,259,369  8,556,740  7,181,050
                       ---------------------------------------------------------
 End of period  ...... $61,735,287 $43,524,277 $11,671,135$24,960,485$10,282,309
                       =========================================================
   Undistributed net
    investment income         $---        $---        $---       $---       $---
                              ====        ====        ====       ====       ====
                  *See "Financial Highlights" on pages 50-54.
**Shares issued from sale
 of shares  ..........   4,355,295   2,456,137     708,062  1,770,824    506,618
Shares issued from reinvest-
 ment of dividends and/or
 capital gains distributions   ---      46,641      32,737     74,079     34,499
Shares redeemed ......    (329,843)    (93,395)   (176,690)  (191,170)  (185,224)
                         ---------   ---------     -------  ---------    -------
Increase in outstanding
 capital shares ......   4,025,452   2,409,383     564,109  1,653,733    355,893
                         =========   =========     =======  =========    =======
Value issued from sale
 of shares  .......... $51,194,063 $33,940,272  $7,164,902$19,289,336 $4,868,350
Value issued from reinvest-
 ment of dividends and/or
 capital gains distributions   ---     656,245     330,864    805,677    330,513
Value redeemed .......  (3,878,754) (1,308,979) (1,787,475)(2,066,858)(1,771,802)
                       ---------------------------------------------------------
Increase in outstanding
 capital  ............ $47,315,309 $33,287,538  $5,708,291$18,028,155 $3,427,061
                       =========================================================
                       See notes to financial statements.

</TABLE>
<PAGE>
WADDELL & REED FUNDS, INC.
STATEMENT OF CHANGES IN NET ASSETS
For the Period From September 21, 1992 Through March 31, 1993
                              Total            Limited- Municipal    Global
                             Return    Growth Term Bond      Bond    Income
                               Fund      Fund      Fund      Fund      Fund
Increase in Net Assets  ----------------------------------------- ---------
 Operations:
   Net investment income
    (loss) ...........  $    10,205$  (15,082)$   66,093$   93,466$  117,869
   Realized net gain (loss)
    on investments ...      (18,930)  127,667    (5,193)   91,891   (92,391)
   Unrealized appreciation
    (depreciation)  ..      626,236   248,535    84,675   194,012   (52,915)
                        ---------------------------------------------------
    Net increase (decrease)
      in net assets resulting
      from operations.      617,511   361,120   145,575   379,369   (27,437)
                        ---------------------------------------------------
 Dividends to shareholders from:*
   Net investment income    (10,156)   (3,420)  (66,093)  (93,466)  (117,869)
   Realized net gain
    from investment
    transactions .....          ---   (27,316)      ---       ---       ---
                        ----------------------------------------------------
                            (10,156)  (30,736)  (66,093)  (93,466) (117,869)
                        ---------------------------------------------------
 Capital share transactions**11,832,4237,625,1416,159,8878,250,8377,306,356
                        ---------------------------------------------------
      Total increase .   12,439,778 7,955,525 6,239,369 8,536,740 7,161,050

Net Assets
 Beginning of period         20,000    20,000    20,000    20,000    20,000
                        ---------------------------------------------------
 End of period  ......  $12,459,778$7,975,525$6,259,369$8,556,740$7,181,050
                        
                        ===================================================
   Undistributed net
    investment income           $49  ($18,502)     $---     $---       $---
                             ======   =======      ====      ====      ====
                  *See "Financial Highlights" on pages 40-44.
**Shares issued from sale
 of shares  ..........    1,131,789   684,223   632,763   807,410   747,250
Shares issued from reinvest-
 ment of dividends and/or
 capital gains distributions    954     2,658     5,783     7,312    10,403
Shares redeemed ......       (9,556)   (6,290)  (18,339)   (3,896)  (17,731)
                          ---------   -------   -------   -------   -------
Increase in outstanding
 capital shares ......    1,123,187   680,591   620,207   810,826   739,922
                          =========   =======   =======   =======   ======
Value issued from sale
 of shares  ..........  $11,926,378$7,667,750$6,284,160$8,215,099$7,376,488
Value issued from reinvest-
 ment of dividends and/or
 capital gains distributions 10,139    30,733    57,386    75,761    99,966
Value redeemed .......     (104,094)  (73,342) (181,659)  (40,023) (170,098)
                        ---------------------------------------------------
Increase in outstanding
 capital  ............  $11,832,423$7,625,141$6,159,887$8,250,837$7,306,356
                        
                        ==================================================
                       See notes to financial statements.
<PAGE>
FINANCIAL HIGHLIGHTS OF
TOTAL RETURN FUND
For a Share of Capital Stock Outstanding Throughout Each Period:

                          For the          For the
                        year ended      period ended
                        March 31,         March 31,
                            1994             1993*
                        ----------      ------------
Net asset value,
 beginning of
 period  ...........       $11.07           $10.00
                          ------            ------
Income from investment
 operations:
 Net investment
   income (loss) ...        (0.01)            0.02
 Net realized and
   unrealized gain
   on investments ..         0.93             1.07
                          ------            ------
Total from investment
 operations  .......         0.92             1.09
                          ------            ------
Less dividends from net
 investment income          (0.00)           (0.02)
                          ------            ------
Net asset value,
 end of period  ....       $11.99           $11.07
                          ======            ======
Total return .......         8.31%           10.91%
Net assets, end of
 period (000
 omitted) ..........     $61,735           $12,460
Ratio of expenses
 to average net
 assets  ...........         2.16%            2.21%**
Ratio of net investment
 income to average
 net assets  .......        -0.12%            0.32%**
Portfolio turnover
 rate  .............        17.31%           23.97%**

 *The Corporation's inception date is January 29, 1992; however, since the Fund
  did not have any investment activity or incur expenses prior to the date of
  initial public offering, the per share information is for a capital share
  outstanding for the period from September 21, 1992 (initial public offering)
  through March 31, 1993.

**Annualized.

                       See notes to financial statements.


<PAGE>
FINANCIAL HIGHLIGHTS OF
GROWTH FUND
For a Share of Capital Stock Outstanding Throughout Each Period:

                          For the          For the
                        year ended      period ended
                        March 31,         March 31,
                            1994             1993*
                        ----------      ------------
Net asset value,
 beginning of
 period  ...........       $11.68           $10.00
                          ------            ------
Income from investment
 operations:
 Net investment
   loss ............        (0.04)           (0.02)
 Net realized and
   unrealized gain
   on investments ..         2.75             1.79
                          ------            ------
Total from investment
 operations  .......         2.71             1.77
                          ------            ------
Less distributions:
 Dividends from net
   investment
   income ..........        (0.00)           (0.01)
 Distribution from
   capital gains ...        (0.31)           (0.08)
                          ------            ------
Total distributions                          (0.31)    (0.09)
                          ------            ------
Net asset value,
 end of period  ....       $14.08           $11.68
                          ======            ======
Total return .......        23.16%           17.71%
Net assets, end of
 period (000
 omitted)  .........     $43,524            $7,976
Ratio of expenses
 to average net
 assets  ...........         2.34%            2.50%**
Ratio of net investment
 income to average
 net assets  .......        -0.97%           -0.68%**
Portfolio turnover
 rate  .............        69.12%          124.44%**

 *The Corporation's inception date is January 29, 1992; however, since the Fund
  did not have any investment activity or incur expenses prior to the date of
  initial public offering, the per share information is for a capital share
  outstanding for the period from September 21, 1992 (initial public offering)
  through March 31, 1993.

**Annualized.

                       See notes to financial statements.


<PAGE>
FINANCIAL HIGHLIGHTS OF
LIMITED-TERM BOND
For a Share of Capital Stock Outstanding Throughout Each Period:

                          For the          For the
                        year ended      period ended
                        March 31,         March 31,
                            1994             1993*
                        ----------      ------------
Net asset value,
 beginning of
 period  ...........       $10.06           $10.00
                          ------            ------
Income from investment
 operations:
 Net investment
   income ..........         0.35             0.18
 Net realized and
   unrealized gain
   (loss) on
   investments .....        (0.20)            0.06
                          ------            ------
Total from investment
 operations  .......         0.15             0.24
                          ------            ------
Less distributions:
 Dividends declared
   from net investment
   income ..........        (0.35)           (0.18)
 Distribution from
   capital gains ...        (0.02)           (0.00)
                          ------            ------
Total distributions                          (0.37)    (0.18)
                          ------            ------
Net asset value,
 end of period  ....       $ 9.84           $10.06
                          ======            ======
Total return .......         1.41%            2.40%
Net assets, end of
 period (000
 omitted)  .........     $11,671            $6,259
Ratio of expenses
 to average net
 assets  ...........         2.14%            2.15%**
Ratio of net investment
 income to average
 net assets  .......         3.41%            3.48%**
Portfolio turnover
 rate  .............        25.90%           39.64%**

 *The Corporation's inception date is January 29, 1992; however, since the Fund
  did not have any investment activity or incur expenses prior to the date of
  initial public offering, the per share information is for a capital share
  outstanding for the period from September 21, 1992 (initial public offering)
  through March 31, 1993.

**Annualized.
                       See notes to financial statements.


<PAGE>
FINANCIAL HIGHLIGHTS OF
MUNICIPAL BOND FUND
For a Share of Capital Stock Outstanding Throughout Each Period:

                          For the          For the
                        year ended      period ended
                        March 31,         March 31,
                            1994             1993*
                        ----------      ------------
Net asset value,
 beginning of
 period  ...........       $10.53           $10.00
                          ------            ------
Income from investment
 operations:
 Net investment
   income ..........         0.39             0.21
 Net realized and
   unrealized gain
   (loss) on
   investments .....        (0.28)            0.53
                          ------            ------
Total from investment
 operations  .......         0.11             0.74
                          ------            ------
Less distributions:
 Dividends declared
   from net investment
   income ..........        (0.39)           (0.21)
 Distribution from
   capital gains ...        (0.13)           (0.00)
                          ------            ------
Total distributions                          (0.52)    (0.21)
                          ------            ------
Net asset value,
 end of period  ....       $10.12           $10.53
                          ======            ======
Total return .......         0.76%            7.37%
Net assets, end of
 period (000
 omitted)  .........     $24,960            $8,557
Ratio of expenses
 to average net
 assets  ...........         1.98%            1.94%**
Ratio of net investment
 income to average
 net assets  .......         3.62%            3.99%**
Portfolio turnover
 rate  .............        18.93%          140.02%**

 *The Corporation's inception date is January 29, 1992; however, since the Fund
  did not have any investment activity or incur expenses prior to the date of
  initial public offering, the per share information is for a capital share
  outstanding for the period from September 21, 1992 (initial public offering)
  through March 31, 1993.

**Annualized.

                       See notes to financial statements.


<PAGE>
FINANCIAL HIGHLIGHTS OF
GLOBAL INCOME FUND
For a Share of Capital Stock Outstanding Throughout Each Period:

                          For the          For the
                        year ended      period ended
                        March 31,         March 31,
                            1994             1993*
                        ----------       -----------
Net asset value,
 beginning of
 period  ...........        $9.68           $10.00
                           -----            ------
Income from investment
 operations:
 Net investment
   income ..........         0.34             0.20
 Net realized and
   unrealized loss
   on investments ..        (0.31)           (0.32)
                           -----            ------
Total from investment
 operations  .......         0.03            (0.12)
                           -----            ------
Less distributions:
 Dividends declared
   from net investment
   income ..........        (0.26)           (0.20)
 Tax-basis return of
   capital..........        (0.08)           (0.00)
                           -----            ------
Total distributions.        (0.34)           (0.20)
                           -----            ------
Net asset value,
 end of period  ....        $9.37           $ 9.68
                           =====            ======
Total return .......         0.33%           -1.28%
Net assets, end of
 period (000
 omitted)  .........     $10,282            $7,181
Ratio of expenses
 to average net
 assets  ...........         2.24%            2.06%**
Ratio of net investment
 income to average
 net assets  .......         3.56%            3.88%**
Portfolio turnover
 rate  .............        34.90%            8.35%**

 *The Corporation's inception date is January 29, 1992; however, since the Fund
  did not have any investment activity or incur expenses prior to the date of
  initial public offering, the per share information is for a capital share
  outstanding for the period from September 21, 1992 (initial public offering)
  through March 31, 1993.

**Annualized.

                       See notes to financial statements.


<PAGE>
WADDELL & REED FUNDS, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1994

NOTE 1 -- Significant Accounting Policies

     Waddell & Reed Funds, Inc. (the "Corporation") is registered under the
Investment Company Act of 1940 as an open-end management investment company.
The Corporation issues five classes of capital shares; each class represents
ownership of a separate mutual fund.  Each Fund except Global Income Fund is a
diversified 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
     pricing systems provided by a major dealer in bonds or by an information
     service.  Convertible bonds are valued using this pricing system only on
     days when there is no sale reported.  Stocks which are traded over-the-
     counter are priced using NASDAQ (National Association of Securities Dealers
     Automated Quotations) which provides information on bid and asked or
     closing prices quoted by major dealers in such stocks.   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 on the purchase of bonds and post-1984 market
     discount 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.

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 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 record date.  During the period ended
     March 31, 1994, the Corporation adopted Statement of Position 93-2
     Determination, Disclosure, and Financial Statement Presentation of Income,
     Capital Gain, and Return of Capital Distributions by Investment Companies.
     Accordingly, permanent book and tax basis differences relating to
     shareholder distributions have been reclassified to additional paid-in
     capital.  In addition, reclassifications have been made between accumulated
     undistributed net investment income and accumulated undistributed net
     realized gain on investment transactions to more appropriately conform book
     and tax treatment of dividend distributions paid to shareholders.  As of
     April 1, 1993 and March 31, 1994, these reclassifications were as follows:

                           Undistributed   Undistributed    Additional
                          Net Investment   Net Realized      Paid-In
                              Income           Gain          Capital
                          --------------   -------------    ----------
     April 1, 1993
     Global Income Fund      $    ---      $  12,214         $(12,214)
     Growth Fund               18,502        (18,502)              ---

     March 31, 1994
     Total Return Fund         42,704            ---          (42,704)
     Global Income Fund           ---         87,921          (87,921)
     Growth Fund              226,026       (226,026)              ---

     Net investment income, net realized gains and net assets were not affected
     by this change.

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).

     On April 24, 1992, Waddell & Reed, Inc. ("W&R"), the Corporation's
principal distributor and underwriter, purchased for investment 2,000 shares of
each class of the Corporation at their net asset value of $10.00 per share.

     The Corporation's organizational expenses in the amount of $162,960 were
advanced to the Corporation by W&R and are an obligation to be paid by it.
These expenses are being amortized and are payable evenly over 60 months
following the date of the initial public offering.

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, Limited-Term Bond Fund - 0.56% of net assets, Municipal
Bond Fund - 0.56% of net assets and Global Income Fund - 0.66% 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 five 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

     The Corporation also pays WARSCO a per account charge for transfer agency
and dividend disbursement services of $1.0208 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. The Corporation also reimburses W&R, WRIMCO, and WARSCO for certain out-
of-pocket costs.

     The Corporation has adopted a 12b-1 plan under which 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
average daily net assets.  This fee consists of two elements: (i) up to 0.75%
may be paid to the Distributor (W&R) for distribution services and distribution
expenses including commissions paid by the Distributor to its sales
representatives and managers and (ii) up to 0.25% 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, 1994, the Distributor received $928,397 in
12b-1 payments.  During this same period W&R paid sales commissions of
$2,189,596.

     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,
1994, the Distributor received $106,233 in deferred sales charges.

     W&R is an indirect subsidiary of Torchmark Corporation, a holding company,
and United Investors Management Company, 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, 1994 are
summarized as follows:

                              Total            Limited- Municipal    Global
                             Return    Growth Term Bond      Bond    Income
                               Fund      Fund      Fund      Fund      Fund
                        -----------------------------------------------------
Purchases of investment
 securities, excluding short-
 term and U.S. Government
 securities             $50,751,859$30,002,615$3,551,127$19,497,805$4,961,893
Purchases of U.S. Government
 securities                     ---       --- 4,450,189       --- 1,293,120
Purchases of short-term
 securities              44,726,21394,950,896 7,344,69619,088,000 7,229,605
Proceeds from maturities
 and sales of investment
 securities, excluding
 short-term and U.S.
 Government securities    5,949,298 9,297,157   597,163 3,044,422 1,152,125
Proceeds from maturities
 and sales of U.S.
 Government securities          ---       --- 1,693,785       --- 1,441,071
Proceeds from maturities
 and sales of short-term
 securities              44,558,09884,009,762 7,509,51618,468,088 7,566,412
Realized gain (loss) on U.S.
 Government securities          ---       ---    18,549       ---  (24,865)
Realized loss on short-term
 securities                     ---       ---       ---       ---  (30,936)

     For Federal income tax purposes, cost of investments owned at March 31,
1994 and the related unrealized appreciation (depreciation) were as follows:

                                                            Aggregate
                                                          Appreciation
                            Cost AppreciationDepreciation(Depreciation)
                     ----------- -------------------------------------
Total Return Fund    $56,761,664   $4,430,055  $1,332,923  $ 3,097,132
Growth Fund           41,546,662    3,168,843   1,346,297    1,822,546
Limited-Term Bond Fund11,492,852       21,490     248,422     (226,932)
Municipal Bond Fund   25,825,150       91,686   1,431,651   (1,339,965)
Global Income Fund    10,342,899       33,626     336,495     (302,869)

NOTE 5 -- Federal Income Tax Matters

     The Corporation's income and expenses attributed to each Fund and the gains
and losses on security transactions of each Fund have been attributed to that
Fund for Federal income tax purposes as well as for accounting purposes.  For
Federal income tax purposes, Growth Fund, Limited-Term Bond Fund and Municipal
Bond Fund realized capital gain net income of $1,570,093, $28,708 and $163,023,
respectively, during the period ended March 31, 1994 of which a portion was paid
to shareholders during the period ended March 31, 1994.  Remaining net capital
gains will be distributed to each Fund's shareholders.  Total Return Fund
realized net capital losses of $486,873 during the period ended March 31, 1994,
of which $267,022 was deferred to the year ending March 31, 1995 (see discussion
below).  The remaining $219,851 is available to offset future net realized
capital gains through March 31, 2002.  As a result of foreign currency exchange
losses in Global Income Fund, $87,921 of the investment income dividends paid by
that Fund represent a tax-basis return of capital.  In addition, the Fund
realized net capital and foreign currency exchange losses of $65,969 during the
period ended March 31, 1994, of which $49,197 was deferred to the year ending
March 31, 1995 (see discussion below).  The remaining $16,772 is available to
offset future net realized capital gains through March 31, 2002.

     Internal Revenue Code regulations permit each Fund to defer into its next
fiscal year net capital losses incurred between each November 1 and the end of
its next fiscal year ("post-October losses").  From November 1, 1993, through
March 31, 1994, Total Return Fund and Global Income Fund incurred net capital
losses of $267,022 and $49,197, respectively, which have been deferred to the
fiscal year ending March 31, 1995.


<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of
   Waddell & Reed Funds, Inc.


In our opinion, the accompanying statement of assets and liabilities, including
the schedules of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of each of the five mutual funds
comprising Waddell & Reed Funds, Inc.(the "Corporation"), issuer of the
respective five classes of capital shares (Total Return Fund, Growth Fund,
Limited-Term Bond Fund, Municipal Bond Fund and Global Income Fund) at March 31,
1994, the results of its operations for the year then ended and the changes in
its net assets and the financial highlights for the periods indicated, in
conformity with generally accepted accounting principles.  These financial
statements and financial highlights (hereafter referred to as "financial
statements") are the responsibility of the Corporation's management; our
responsibility is to express an opinion on these financial statements based on
our audits.  We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of securities at March
31, 1994 by correspondence with the custodian and brokers and the application of
alternative auditing procedures where confirmations from brokers were not
received, provide a reasonable basis for the opinion expressed above.



PRICE WATERHOUSE
Kansas City, Missouri
April 29, 1994


<PAGE>
INCOME TAX INFORMATION

The amounts of the dividends and long-term capital gains below, multiplied by
the number of shares in Growth Fund owned by you on the record dates, will give
you the total amounts to be reported in your Federal income tax return for the
years in which they were received or reinvested.

                       PER-SHARE AMOUNTS REPORTABLE AS:
               ----------------------------------------------------------
                  For Individuals                 For Corporations
               --------------------------- ------------------------------
                                 Long-Term         Non-          Long-Term
 Record        Ordinary      Non- Capital  Qual-  Qual-    Non-  Capital
 Date     Total  Income   Taxable    Gain ifying ifying Taxable  Gain
- --------------------------------------------------------------------------
                                  Growth Fund
12-17-93$0.305  $0.305   $0.000  $0.000  $0.000  $0.305 $0.000  $0.000
        ------  ------   ------  ------  ------  ------  -----   ------
        $0.305  $0.305   $0.000  $0.000  $0.000  $0.305 $0.000  $0.000
        ======  ======   ======  ======  ======  ======  =====   ======

Dividends are declared and recorded by each Fund on each day the New York Stock
Exchange is open for business.  Dividends are paid monthly on the 27th of the
month or on the preceding business day if the 27th is a weekend or holiday.

Exempt Interest Dividends - The exempt interest portion of dividends paid
represents the distribution of state and municipal bond interest and is exempt
from Federal income taxation.

The table below shows the taxability of dividends and long-term capital gains
paid during the fiscal year ended March 31, 1994:

                       PER-SHARE AMOUNTS REPORTABLE AS:
               ----------------------------------------------------------
                  For Individuals                 For Corporations
               --------------------------- ------------------------------
                               Long-Term           Non-           Long-Term
 Record      Ordinary    Non-    Capital   Qual-  Qual-    Non-    Capital
 Date         Income   Taxable     Gain   ifying ifying  Taxable    Gain
- --------------------------------------------------------------------------
                             Limited-Term Bond Fund
April through
  December
  1993       100.000%   0.000%   0.000%  0.000%  100.000%  0.000%  0.000%
December 1993
  Security
  Profit Distri-
  bution      85.168    0.000   14.832   0.000    85.168   0.000  14.832
January through
  March
  1994       100.000    0.000    0.000   0.000   100.000   0.000   0.000

                               Global Income Fund
April through
  December
  1993       100.000%   0.000%   0.000%  0.000%  100.000%  0.000%  0.000%
January through
  March
  1994         0.000  100.000    0.000   0.000     0.000 100.000   0.000

                                                        Long-Term
 Record                   Exempt     Non-      Non-       Capital
 Date          Total    Interest    Exempt   Taxable       Gain
- --------    ---------   --------   -------   -------     --------
                              Municipal Bond Fund
April through
  December
  1993       100.0000%  96.5861%     3.4139%   0.0000%     0.0000%
December 1993
  Security
  Profit Distri-
  bution     100.0000    0.0000    100.0000    0.0000      0.0000
January through
  March
  1994       100.0000   95.2823      4.7177    0.0000      0.0000

CORPORATION DEDUCTIONS -- Under Federal tax law, the amounts reportable as
Qualifying Dividends are eligible for the dividends received deduction in the
year received as provided by Section 243 of the Internal Revenue Code.

The tax status of dividends paid will be reported to you on Form 1099-DIV after
the close of the applicable calendar year.

Income from Municipal Bond Fund may be subject to the alternative minimum tax.
Shareholders are advised to consult with their tax advisor concerning the tax
treatment of dividends and distributions from all Funds.


<PAGE>
DIRECTORS
   Ronald K. Richey, Birmingham, Alabama, Chairman of the Board
   Henry L. Bellmon, Red Rock, Oklahoma
   Dodds I. Buchanan, Boulder, Colorado
   Jay B. Dillingham, Kansas City, Missouri
   John F. Hayes, Hutchinson, Kansas
   Glendon E. Johnson, Miami, Florida
   William T. Morgan, Los Angeles, California
   Doyle Patterson, Kansas City, Missouri
   Keith A. Tucker, Overland Park, Kansas
   Frederick Vogel, III, Milwaukee, Wisconsin
   Paul S. Wise, Carefree, Arizona
   Leslie S. Wright, Birmingham, Alabama


OFFICERS
   Keith A. Tucker, President
   James C. Cusser, Vice President
   Robert L. Hechler, Vice President
   Henry J. Herrmann, Vice President
   John M. Holliday, Vice President
   Theodore W. Howard, Vice President and Treasurer
   Rodney O. McWhinney, Vice President
   Sharon K. Pappas, Vice President and Secretary
   Mark G. Seferovich, Vice President
   W. Patrick Sterner, Vice President
   John E. Sundeen, Jr., Vice President
   Russell E. Thompson, Vice President


This report is submitted for the general information of the shareholders of
Waddell & Reed Funds, Inc.  It is not authorized for distribution to prospective
investors unless accompanied with or preceded by the Waddell & Reed Funds, Inc.
current prospectus.


To all IRA Planholders:

As required by law, income tax will automatically be withheld from any
distribution or withdrawal from an IRA unless you make a written election not to
have taxes withheld.  The election may be made by submitting forms provided by
Waddell & Reed, Inc. which can be obtained from your Waddell & Reed
representative or by submitting Internal Revenue Service form W-4P.  Once made,
an election can be revoked by providing written notice to Waddell & Reed, Inc.
If you elect not to have tax withheld you may be required to make payments of
estimated tax.  Penalties may be imposed by the IRS if withholding and estimated
tax payments are not adequate.


<PAGE>
WADDELL & REED FUNDS, INC.

Total Return Fund
Growth Fund
Limited-Term Bond Fund
Municipal Bond Fund
Global Income Fund































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

FOR MORE INFORMATION:
Contact your representative, or your
local office as listed on your
Account Statement, or contact:
  WADDELL & REED
  CUSTOMER SERVICE
  6300 Lamar Avenue
  P.O. Box 29217
  Shawnee Mission, KS  66201-9217
  (913) 236-1303




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