U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Waddell & Reed Funds, Inc.
6300 Lamar
P. O. Box 29217
Shawnee Mission, Kansas 66201-9217
2. Name of each series or class of funds for which this notice is filed:
Total Return Fund, Class B shares
Total Return Fund, Class Y shares
Growth Fund, Class B shares
Growth Fund, Class Y shares
International Growth Fund, Class B shares
International Growth Fund, Class Y shares
Municipal Bond Fund, Class B shares
Municipal Bond Fund, Class Y shares
Limited-Term Bond Fund, Class B shares
Limited-Term Bond Fund, Class Y shares
Asset Strategy Fund, Class B shares
Asset Strategy Fund, Class Y shares
3. Investment Company Act File Number:
811-6569/CIK#883622
Securities Act File Number:
33-45961
4. Last day of fiscal year for which this notice is filed:
March 31, 1996
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24f-2
declaration:
[ ]
6. Date of termination of issuer's declaration under Rule 24f-2(a)(1), if
applicable (see instruction A.6):
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant t'o Rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year:
None
8. Number and amount of securities registered during the fiscal year other
than pursuant to Rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the fiscal year:
14,986,469 shares at $220,988,743
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to Rule 24f-2:
14,986,469 shares at $220,988,743
11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
instruction B.7):
385,955 shares at $5,595,853
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on Rule 24f-2 (from Item 10): $220,988,743
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): + 5,595,853
--------------
(iii)Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable): - 46,162,638
--------------
(iv) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to Rule 24e-2 (if
applicable) + -0-
--------------
(v) Net aggregate price of securities sold and issued during the fiscal
year in reliance on Rule 24f-2 [line (i), plus line (ii), less line
(iii), plus line (iv)] (if applicable): 180,421,958
--------------
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933 or
other applicable law or regulation (see instruction C.6):
x 1/2900
--------------
(vii)Fee due [line (i) or line (v) multiplied by line (vi)]
$ 62,214.47
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Instruction: Issuers should complete lines (ii), (iii), (iv) and (v) only if
the form is being filed within 60 days after the close of the issuer's fiscal
year. See instruction C.3
13. Check box if fees are being remitted to the Commission's lockbox depository
as described in Section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a).
[X]
Date of mailing or wire transfer of filing fees to the Commissioner's
lockbox depository:
May 22, 1996
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the date indicated.
By (Signature and Title)* ---------------------------------
Sharon K. Pappas
Vice President and Secretary
Date May 23, 1996
-------------------------------
*Please print the name and title of the signing officer below the signature.
May 23, 1996
Waddell & Reed Funds, Inc. (Total Return Fund, Class B shares, Total Return
Fund, Class Y shares; Growth Fund, Class B shares, Growth Fund, Class Y shares;
Limited-Term Bond Fund, Class B shares, Limited-Term Bond Fund, Class Y shares;
Municipal Bond Fund, Class B shares, Municipal Bond Fund, Class Y shares;
International Growth Fund, Class B shares, International Growth Fund, Class Y
shares; Asset Strategy Fund, Class B shares, Asset Strategy Fund, Class Y
shares)
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, Class B
shares, Total Return Fund, Class Y shares; Growth Fund, Class B shares, Growth
Fund, Class Y shares; Limited-Term Bond Fund, Class B shares, Limited-Term Bond
Class Y shares; Municipal Bond Fund, Class B shares, Municipal Bond Fund, Class
Y shares; International Growth Fund, Class B shares, International Growth Fund,
Class Y shares; Asset Strategy Fund, Class B shares, Asset Strategy Fund, Class
Y shares), 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 15,372,424 shares of Capital Stock of Waddell & Reed
Funds, Inc., 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,
Sharon K. Pappas
Attorney at Law
