May 24, 1994
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N. W.
Judiciary Plaza
Washington, D. C. 20549
RE: Rule 24f-2 Notice for Waddell & Reed Funds, Inc. (Total Return Fund,
Growth Fund, Limited-Term Bond Fund, Municipal Bond Fund and Global
Income Fund)
File No. 33-45961 and 811-6569/CIK#883622
Dear Sir or Madam:
1. This Notice is being filed for the fiscal year ended March 31, 1994;
2. At the beginning of such fiscal year Total Return Fund, Growth Fund,
Limited-Term Bond Fund, Municipal Bond Fund and Global Income Fund had no
securities registered under the Securities Act of 1933, other than pursuant
to this section;
3. During such fiscal year Total Return Fund, Growth Fund, Limited-Term Bond
Fund, Municipal Bond Fund and Global Income Fund registered no securities
other than pursuant to this section;
4. Total Return Fund sold 4,355,294 shares during such fiscal year*; and
Growth Fund sold 2,456,137 shares during such fiscal year**; and Limited-
Term Bond Fund sold 708,062 shares during such fiscal year***; and
Municipal Bond Fund sold 1,770,824 shares during such fiscal year****; and
Global Income Fund sold 506,613 shares during such fiscal year*****; and
5. The 4,355,294 shares of Total Return Fund were sold during such fiscal year
in reliance upon registration pursuant to this section.
The 2,456,137 shares of Growth Fund were sold during such fiscal year in
reliance upon registration pursuant to this section.
The 708,062 shares of Limited-Term Bond Fund were sold during such fiscal
year in reliance upon registration pursuant to this section.
The 1,770,824 shares of Municipal Bond Fund were sold during such fiscal
year in reliance upon registration pursuant to this section.
The 506,613 shares of Global Income Fund were sold during such fiscal year
in reliance upon registration pursuant to this section.
This notice is accompanied by an opinion of counsel for Total Return Fund,
Growth Fund, Limited-Term Bond Fund, Municipal Bond Fund and Global Income Fund
as prescribed by paragraph (b)(1)(v) of Rule 24f-2. We have wired $16,315.74 in
payment of the filing fee for Total Return Fund, $11,252.25 in payment of the
filing fee for Growth Fund, $1,854.30 in payment of the filing fee for Limited-
Term Bond Fund, $5,938.83 in payment of the filing fee for Municipal Bond Fund
and $1,067.78 in payment of the filing fee for Global Income Fund as prescribed
by paragraph (c) of said Rule.
Very truly yours,
Sharon K. Pappas
Vice President and Secretary
*During such fiscal year Total Return Fund sold 4,355,294 shares in reliance
upon registration pursuant to Rule 24f-2 at an actual aggregate sale price
of $51,194,063 and redeemed 329,843 shares at an aggregate redemption price
of $3,878,753. None of such redeemed shares were previously applied by the
issuer pursuant to Section 24e-2(a) in filings made pursuant to Section
24(e)(1) of the Investment Company Act of 1940. The filing fee, calculated
in the manner specified in Section 6(b) of the Securities Act of 1933, is
based on the actual sale price of $51,194,063 for which shares were sold
during the issuer's previous fiscal year reduced by the actual redemption
price of $3,878,753 for which shares were redeemed by the issuer during
such previous fiscal year.
**During such fiscal year Growth Fund sold 2,456,137 shares in reliance upon
registration pursuant to Rule 24f-2 at an actual aggregate sale price of
$33,940,271 and redeemed 93,395 shares at an aggregate redemption price of
$1,308,979. None of such redeemed shares were previously applied by the
issuer pursuant to Section 24e-2(a) in filings made pursuant to Section
24(e)(1) of the Investment Company Act of 1940. The filing fee, calculated
in the manner specified in Section 6(b) of the Securities Act of 1933, is
based on the actual sale price of $33,940,271 for which shares were sold
during the issuer's previous fiscal year reduced by the actual redemption
price of $1,308,979 for which shares were redeemed by the issuer during
such previous fiscal year.
***During such fiscal year Limited-Term Bond Fund sold 708,062 shares in
reliance upon registration pursuant to Rule 24f-2 at an actual aggregate
sale price of $7,164,902 and redeemed 176,686 shares at an aggregate
redemption price of $1,787,475. None of such redeemed shares were
previously applied by the issuer pursuant to Section 24e-2(a) in filings
made pursuant to Section 24(e)(1) of the Investment Company Act of 1940.
The filing fee, calculated in the manner specified in Section 6(b) of the
Securities Act of 1933, is based on the actual sale price of $7,164,902 for
which shares were sold during the issuer's previous fiscal year reduced by
the actual redemption price of $1,787,475 for which shares were redeemed by
the issuer during such previous fiscal year.
****During such fiscal year Municipal Bond Fund sold 1,770,824 shares in
reliance upon registration pursuant to Rule 24f-2 at an actual aggregate
sale price of $19,289,336 and redeemed 191,167 shares at an aggregate
redemption price of $2,066,859. None of such redeemed shares were
previously applied by the issuer pursuant to Section 24e-2(a) in filings
made pursuant to Section 24(e)(1) of the Investment Company Act of 1940.
The filing fee, calculated in the manner specified in Section 6(b) of the
Securities Act of 1933, is based on the actual sale price of $19,289,336
for which shares were sold during the issuer's previous fiscal year reduced
by the actual redemption price of $2,066,859 for which shares were redeemed
by the issuer during such previous fiscal year.
*****During such fiscal year Global Income Fund sold 506,613 shares in reliance
upon registration pursuant to Rule 24f-2 at an actual aggregate sale price
of $4,868,350 and redeemed 185,224 shares at an aggregate redemption price
of $1,771,802. None of such redeemed shares were previously applied by the
issuer pursuant to Section 24e-2(a) in filings made pursuant to Section
24(e)(1) of the Investment Company Act of 1940. The filing fee, calculated
in the manner specified in Section 6(b) of the Securities Act of 1933, is
based on the actual sale price of $4,868,350 for which shares were sold
during the issuer's previous fiscal year reduced by the actual redemption
price of $1,771,802 for which shares were redeemed by the issuer during
such previous fiscal year.
May 24, 1994
Waddell & Reed Funds, Inc. (Total Return Fund, Growth Fund, Limited-Term
Bond Fund, Municipal Bond Fund, Global Income Fund)
6300 Lamar Avenue, P.O. Box 29217
Shawnee Mission, Kansas 66201-9217
Dear Sir or Madam:
In connection with the public offering of shares of Capital Stock, par value
$0.01 per share, of Waddell & Reed Funds, Inc. (Total Return Fund, Growth Fund,
Limited-Term Bond Fund, Municipal Bond Fund, Global Income Fund), I have
examined such corporate records and documents and have made such further
investigations and examinations as I deemed necessary for the purpose of this
opinion.
It is my opinion that the 4,355,294 shares of Capital Stock of Total Return
Fund, the 2,456,137 shares of Capital Stock of Growth Fund, the 708,062 shares
of Capital Stock of Limited-Term Bond Fund, the 1,770,824 shares of Capital
Stock of Municipal Bond Fund and the 506,613 shares of Capital Stock of Global
Income Fund, registration of which the Notice makes definite in number, were
legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Rule 24f-2 Notice.
Very truly yours,
Rodney O. McWhinney
Attorney at Law
