Exhibit 10.1






EXHIBIT 10.1




Credit Agreement, dated as of April 2, 2012, among Raymond James Investments, LLC, RJ Securities, Inc., RJC Forensics, LLC, RJC Event Photos, LLC, Morgan Properties, LLC and Regions Bank


EXHIBITS AND SCHEDULES


	
			
	Exhibit 2.5(b)
	-
	Form of Collateral Value Certification

	Exhibit 4.3(c)
	-
	Form of Notice of Borrowing

	Exhibit 6.11
	-
	Form of Operating Agreement Amendment

	 
	 
	 

	Schedule 1.1(a)
	-
	Auction Rate Securities (Included in Collateral)

	Schedule 1.1(a)(2)
	-
	Schedule of Auction Rate Securities Valuations

	Schedule 1.1(b)
	-
	Private Equity Securities

	Schedule 1.1(c)
	-
	Excluded Auction Rate Securities

	Schedule 5.5(c)(i)
	-
	Liens

	Schedule 5.5(c)(ii)
	-
	Funding Obligations

	Schedule 5.12
	-
	Subsidiaries

	Schedule 7.2
	-
	Indebtedness























Exhibit 2.5(b)


[Form of Collateral Value Certification]


Collateral Value Certification
This Collateral Value Certification ("Certification") is submitted pursuant to that Credit Agreement dated as of April 2, 2012, by and among Regions Bank, an Alabama banking corporation, Raymond James Investments, LLC, a Florida limited liability company, RJ Securities, Inc., a Florida corporation, RJC Forensics, LLC, a Delaware limited liability company, RJC Event Photos, LLC, a Delaware limited liability company, and Morgan Properties, LLC, a Tennessee limited liability company (as it may have been amended, the "Credit Agreement"; capitalized terms not defined herein have the meanings provided in the Credit Agreement).
This Certification is submitted regarding the Collateral Valuation Date of ________, 201__.
As of the referenced Collateral Valuation Date, the Collateral Value (or Provisional Collateral Value, as applicable) and its components are as follows:
	
				
	1.
	Eligible Auction Rate Securities Value
	 
	$

	2.
	Eligible Private Equity Securities Value
	 
	$

	3.
	Collateral Value (sum 1 and 2)
	 
	$

	4.
	Principal amount of Loan outstanding
	 
	$

	5.
	Principal advance requested (if any)
	 
	$

	6.
	Total principal of Loan (4 plus 5)
	 
	$

	7.
	Supported Loan balance (70% of 3)
	 
	$

	 
	 
	 
	 

	If Line 6 is great than Line 7, Borrowers agree:




If this Certification is tendered in connection with a request for an Advance, the amount of the requested Advance shall be reduced to such an amount that would cause the entire principal balance of the Loan to be supported by the required 70% ratio.
If this Certification is tendered for the Compliance Date or for a quarterly Collateral Valuation Date, Borrowers shall prepay principal on the Loan, provide additional collateral, or some combination of the two, within three business days, as to cause the entire principal balance of the Loan to be supported by the required 70% ratio, all as provided for in, and subject to the requirements of, the Credit Agreement.
Attached as Schedule 1 is a listing of the Eligible Auction Rate Securities and their valuations used in completing this Certification.  If this Certification is of a quarterly Collateral Valuation Date, the third-party valuation or internal valuation, as applicable, is attached hereto as an Exhibit.
Attached as Schedule 2 is a listing of the Eligible Private Equity Securities and their valuations used in completing this Certification.  If this Certification is of a quarterly Collateral Valuation Date, an executed Certification of Guarantor is attached hereto as an Exhibit.









Attached as collective Schedule 3 are copies of brokerage account statements dated on or after the Collateral Valuation Date for which this Certification is delivered evidencing that the Pledged Auction Rate Securities are held in one or more accounts that are subject to control agreements with Lender.  
Attached as Schedule 4 is a list of any Pledged Private Equity Securities for which, as of the Collateral Valuation Date for which this Certification is delivered, a capital call or other funding demand had been made upon a Borrower and the date for performance had passed but the applicable Borrower had not performed.
The undersigned certifies that the above calculations have been prepared in accordance with the Credit Agreement and are complete and correct in all material respects. 
Submitted this __ day of ________, 201__.                


RAYMOND JAMES INVESTMENTS, LLC
(for itself and for  
RJ Securities, Inc.
RJC Forensics, LLC
RJC Event Photos, LLC, and
Morgan Properties, LLC,
under authority granted in the Credit Agreement)
By:_________________________


Title:_______________________









Exhibit 2.5(b) (continued)
[Form of Guarantor Certification]


Certification of Guarantor
This Certification of Guarantor ("Certification") is submitted pursuant to that Credit Agreement dated as of April 2, 2012, by and among Regions Bank, an Alabama banking corporation, Raymond James Investments, LLC, a Florida limited liability company, RJ Securities, Inc., a Florida corporation, RJC Forensics, LLC, a Delaware limited liability company, RJC Event Photos, LLC, a Delaware limited liability company, and Morgan Properties, LLC, a Tennessee limited liability company (as it may have been amended, the "Credit Agreement"; capitalized terms not defined herein have the meanings provided in the Credit Agreement).
The undersigned certifies that it has reviewed the Eligible Private Equity Securities Value stated in that Collateral Value Certification for the Collateral Value Certification Date of _________ submitted by Borrowers and, to the best of its knowledge, information, and belief, (check one):
__ except as disclosed in writing appended to and delivered with this Certification, there have been no adverse developments that have materially impaired the value of any of the Eligible Private Equity Securities since the most recent Collateral Value Certification.
__ there have been no adverse developments that have materially impaired the value of any of the Eligible Private Equity Securities since the most recent Collateral Value Certification.


Dated _________, 201__.
RAYMOND JAMES FINANCIAL, INC.
By:_________________________


Title:_______________________













Exhibit 4.3(c)


[Form of Notice of Borrowing]


NOTICE OF BORROWING


Date:  _______________, 2012
Regions Bank
100 North Tampa Street, Suite 100
Tampa, FL 33602
Attention: Debra Cross


Ladies and Gentlemen:


Reference is made to that certain Credit Agreement dated as of April 2, 2012 (such agreement, as it may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein without definition shall have the respective meanings assigned to those terms in the Credit Agreement), among RAYMOND JAMES INVESTMENTS, LLC, a Florida limited liability company; RJ SECURITIES, INC., a Florida corporation; RJC FORENSICS, LLC, a Delaware limited liability company; RJC EVENT PHOTOS, LLC, a Delaware limited liability company; and MORGAN PROPERTIES, LLC, a Tennessee limited liability company, as the Borrowers, and REGIONS BANK, as Lender.  Borrowers hereby give you notice irrevocably, pursuant to Section 4.3(c) of the Credit Agreement, of the following requested Advance:


		
	(A)
	The principal amount of the requested Advance is $_________.




		
	(B)
	The Business Day of the proposed Advance is _______________, 2012.




		
	(C)
	Attached hereto is a current Collateral Value Certification. 






RJI, by its signature below, hereby certifies on behalf of Borrowers, that all conditions precedent set forth in Section 4.3 of the Credit Agreement are satisfied on the date hereof and shall be satisfied on the date of the requested Advance.




RAYMOND JAMES INVESTMENTS, LLC
By:                            
Name:                            
Title:                            













Exhibit 6.11


[Form of Operating Agreement Amendment]




______ Amendment to Operating Agreement
____________________, LLC


This ______ Amendment to Operating Agreement is entered into as of ___________, 2012, by the undersigned, being all of the members of _________________________________ (the "Company"), a _______________________ limited liability company, and by the Company.
The Company's Operating Agreement dated as of ___________ ___, 20__, as amended to date, is hereby amended by adding the following additional language as a new final Section ____ thereof:
____    Encumbrance of [Membership Interests].
(a)    Reference is made to that Security Agreement dated as of April 2, 2012, by and among Regions Bank, an Alabama banking corporation (with its successors and permitted assigns, "Lender"), Raymond James Investments, LLC, a Florida limited liability company, RJ Securities, Inc., a Florida corporation, RJC Forensics, LLC, a Delaware limited liability company, RJC Event Photos, LLC, a Delaware limited liability company, and Morgan Properties, LLC, a Tennessee limited liability company (as it may be amended or restated, the "Security Agreement").  The Company and the respective Members of the Company hereby consent to the terms of the Security Agreement and the security interest granted therein.
(b)    The respective Members of the Company are hereby authorized to grant security interests in their [Membership Interests] and all other rights in and with respect to the Company pursuant to the Security Agreement.  Neither the grant of such security interest nor any transfer resulting from the exercise of remedies under the Security Agreement shall (i) be a breach of any obligation under the Agreement, (ii) require any consent, approval, vote, or other decision by the Company or any Member, (iii) invoke a right of first refusal, purchase right, change of voting rights, or other burden upon the interests so transferred.  The security interest granted Lender in the Security Agreement shall be recognized by the Company and the lawful remedies and other rights provided Lender therein shall be fully enforceable by Lender.  Without limiting the foregoing, the Company agrees to designate Lender or its designee as the substitute member of the Company as provided in the Security Agreement upon Lender's instruction to do so.
(c)    The respective Members of the Company are hereby authorized to vote, give consents, and otherwise act as to their [Membership Interests] through any Irrevocable Proxy included in or issued pursuant to any Security Agreement.
(d)    The Company agrees that for as long as the Security Agreement remains in effect, it shall not recognize or give effect to any transfer or purported transfer of any [Membership Interests] in the Company that are subject to the security interest granted in the Security Agreement, unless such transfer is permitted under the Security Agreement and the other loan documents in connection therewith, consented to in writing by Lender, or is made at Lender's request pursuant to the exercise of remedies under the Security Agreement.  Further, the Company shall not issue any new [Membership Interests], any rights to purchase new [Membership Interests] in the Company, or any indebtedness or other obligation convertible into new [Membership Interests] of the Company except as may be permitted by the Security Agreement and the other loan documents executed in connection therewith.











(e)    The Company has not elected for its equity interests to be treated as securities under Article 8 of the Uniform Commercial Code and it shall not hereafter so elect or treat its equity interests as though subject to Article 8, except in accordance with the Security Agreement.  The Company has not issued any physical certificates evidencing its equity interests and shall not hereafter do so, except in accordance with the Security Agreement. 
(f)    This Section shall control over any contrary provision in this Agreement.  To avoid doubt, and without limitation, this Section controls contrary provisions included in Article __ of this Agreement regarding transfers.
(g)    Neither this Agreement nor the [Certificate of Formation] of the Company may be amended or provisions thereof waived, except as may be permitted by the Security Agreement and the other loan documents in connection therewith.
[signature page to follow]









This _______ Amendment to Operating Agreement is executed as of the date stated above.


_______________________________


By: ____________________________
Title: ___________________________    


_____________________________




_____________________________













Schedule 1.1(a)
[Auction Rate Securities (Included in Collateral)]









Exhibit 1.1 (a)


	
							
	Raymond James Financial, Inc.

	Auction Rate Securities

	Securities subject to the Agreement

	CUSIP
	Security Desc
	 Par Value
	Fair Value as reflected on RJF books at 12/31/11
	 Amount reflected on Morgan Keegan's books at 12/31/11 for positions still held as of 3/31/12 (1)

	001190206
	AGIC  AUCTION RATE  00119020
	4,475,000
	

	3,734,388
	

	 

	001190305
	AGIC  AUCTION RATE  00119030
	4,550,000
	

	3,796,975
	

	 

	001190404
	AGIC CONV & INCOME FD PFD SHS SER C  AUCTION RATE 00119040
	5,150,000
	

	4,297,675
	

	 

	001190503
	AGIC CONVERTIBLE & INCOME FUND AUCTION RATE 00119050
	2,700,000
	

	2,253,150
	

	 

	001190602
	AGIC  AUCTION RATE  00119060
	6,275,000
	

	5,236,488
	

	 

	001191204
	AGIC CONV & INCOME FD II AUCT PFD SHS A  AUCTION RATE 00119120
	4,325,000
	

	3,609,213
	

	 

	001191303
	AGIC  AUCTION RATE  00119130
	3,150,000
	

	2,628,675
	

	 

	001191402
	AGIC  AUCTION RATE  00119140
	5,200,000
	

	4,339,400
	

	 

	001191501
	AGIC  AUCTION RATE  00119150
	6,600,000
	

	5,507,700
	

	 

	001191600
	AGIC  AUCTION RATE  00119160
	5,700,000
	

	4,756,650
	

	 

	23325P856
	DNP SELECT INCOME FD PFD AUC RATE  SERIES TH7 AUCTION RATE 23325P85
	25,000
	

	22,000
	

	 

	278279203
	EATON VANCE FLOATING RATE INCOME TRUST PRFD AUC SERIES A 27827920T
	2,475,000
	

	2,070,338
	

	 

	278279302
	EATON VANCE FLOATING RATE INCOME TRUST PRFD AUC SERIES B 27827930W
	2,675,000
	

	2,237,638
	

	 

	278279401
	EATON VANCE FLOATING RATE INCOME TRUST PFD AUC SERIES C 27827940H
	2,125,000
	

	1,777,563
	

	 

	27828H204
	EATON VANCE LIMITED DURATION INCOME FUND PFD AUC SER A 27828H20M
	2,275,000
	

	1,898,488
	

	 

	27828H303
	EATON VANCE LIMITED DURATION INCOME FUND PFD AUC SER B 27828H30T
	2,250,000
	

	1,877,625
	

	 

	27828H402
	EATON VANCE LIMITED DURATION INCOME FUND PFD AUC SER C 27828H40W
	3,075,000
	

	2,566,088
	

	 

	27828H501
	EATON VANCE LIMITED DURATION INCOME FUND PFD AUC SER D 27828H50H
	2,425,000
	

	2,023,663
	

	 

	27828H600
	EATON VANCE LIMITED DURATION INCOME FUND PFD AUC SER E 27828H60F
	3,575,000
	

	2,983,338
	

	 

	27828Q204
	EATON VANCE SR FLTNG RTE TR PFD AUC SER A  AUCTION RATE 27828Q20M
	2,550,000
	

	2,127,975
	

	 

	27828Q303
	EATON VANCE SR FLTNG RTE TR PFD AUC SER B  AUCTION RATE 27828Q30M
	1,750,000
	

	1,460,375
	

	 

	72200U209
	PIMCO CORPORATION INCOME FUND PREFERRED AUC CUM M  AUCTION 72200U20M
	1,425,000
	

	1,189,163
	

	 

	72200U308
	PIMCO CORPORATION INCOME FUND PREFERRED AUC CUM T  AUCTION 72200U30T
	3,325,000
	

	2,774,713
	

	 

	72200U407
	PIMCO CORPORATION INCOME FUND PREFERRED AUC CUM W  AUCTION 72200U40W
	3,350,000
	

	2,795,575
	

	 

	72200U506
	PIMCO CORPORATION INCOME FUND PREFERRED AUC CUM TH  AUCTION 72200U50H
	4,200,000
	

	3,504,900
	

	 

	72200U605
	PIMCO CORPORATION INCOME FUND PREFERRED AUC CUM F  AUCTION 72200U60F
	2,950,000
	

	2,461,775
	

	 

	722014206
	PIMCO HIGH INCOME FUND PREFERRED M AUCT RTE  AUCTION 72201420M
	1,725,000
	

	1,439,513
	

	 

	722014305
	PIMCO HIGH INCOME FUND PREFERRED T AUCT RTE  AUCTION 72201430T
	2,050,000
	

	1,710,725
	

	 

	722014404
	PIMCO HIGH INCOME FUND PREFERRED W AUCT RTE  AUCTION 72201440W
	2,800,000
	

	2,336,600
	

	 

	722014503
	PIMCO HIGH INCOME FUND PREFERRED TH AUCT RT  AUCTION 72201450H
	1,775,000
	

	1,481,238
	

	 

	722014602
	PIMCO HIGH INCOME FUND PREFERRED F AUCT RTE  AUCTION 72201460F
	2,625,000
	

	2,190,563
	

	 

	(continued on next page)
	 













	
							
	CUSIP
	Security Desc
	 Par Value
	Fair Value as reflected on RJF books at 12/31/11
	 Amount reflected on Morgan Keegan's books at 12/31/11 for positions still held as of 3/31/12 (1)

	(continued from previous page)

	72201B200
	PIMCO CORPORATE OPPORTUNITY FUND PREFERRED AUC SERIES M 72201B20M
	1,775,000
	

	1,481,238
	

	 

	72201B309
	PIMCO CORPORATE OPPORTUNITY FUND PREFERRED AUC SERIES T 72201B30T
	2,850,000
	

	2,378,325
	

	 

	72201B408
	PIMCO CORPORATE OPPORTUNITY FUD PREFERRED AUC SERIES W 72201B40W
	2,875,000
	

	2,399,188
	

	 

	72201B507
	PIMCO CORPORATE OPPORTUNITY FUND PREFERRED AUC SERIES TH 72201B50H
	3,550,000
	

	2,962,475
	

	 

	72201B606
	PIMCO CORPORATE OPPORTUNITY FUD PREFERRED AUC SERIES F 72201B60F
	3,400,000
	

	2,837,300
	

	 

	72201H207
	PIMCO FLOATING RATE INCOME FUND AUCT RT PREFERRED T 72201H20T
	800,000
	

	704,000
	

	 

	72201H306
	PIMCO FLOATING RATE INCOME FUND AUCT RT PREFERRED W 72201H30W
	925,000
	

	814,000
	

	 

	72201H405
	PIMCO FLOATING RATE INCOME FUND AUCT RT PREFERRED TH 72201H40H
	2,125,000
	

	1,870,000
	

	 

	 
	Auction Rate Preferred Securities
	117,850,000
	

	98,536,688
	

	 

	 
	 
	 
	 
	 

	04780TAC8
	ATLANTA GA ARPT PASSENGER FAC REV, REF REV SUB LIEN GEN AUCT 3.32% 01/01/24 04780TAC
	175,000
	

	152,163
	

	 

	13033HXP6
	CALIFORNIA HEALTH FACS FING AU INSD HOSP REV BDS, SAN DIEGO M 0.198% 07/15/18 13033HXP
	100,000
	

	86,950
	

	 

	13077TMM6
	CALIFORNIA STATEWIDE CMNTYS DE CTFS PARTN, VAR-STARS-CITRUS-R 3.35% 04/01/28 13077TMM
	100,000
	

	86,950
	

	 

	342816RK3
	FLORIDA ST MUN PWR AGY REV, VA ST LUCIE, WEEKLY ACTUAL/360 SE 0.455% 10/01/21 342816RK
	75,000
	

	65,213
	

	 

	342816RM9
	FLORIDA ST MUN PWR AGY REV, RE ST LUCIE, WEEKLY ACTUAL/360 SE 0.49% 10/01/21 342816RM
	625,000
	

	543,438
	

	 

	442348L22
	HOUSTON TX ARPT SYS REV, SUB L WEEKLY ACTUAL/360 SER 2000 P-1 0.26% 07/01/30 442348L2
	150,000
	

	130,425
	

	 

	543583HC5
	LORAIN CNTY OH HOSP REV, STARS CATHOLIC HLTH PARTNERS SVCS, E 3.25% 10/01/30 543583HC
	200,000
	

	173,900
	

	 

	543583HG6
	LORAIN CNTY OH HOSP REV, REV R CATHOLIC HEALTH PARTNERS F/K/A 0.59% 04/01/19 543583HG
	350,000
	

	304,325
	

	 

	59259REE0
	METROPOLITAN TRANSN AUTH NY RE BDS, WEEKLY ACTUAL/360 SER 200 0.01% 11/01/22 59259REE
	150,000
	

	130,425
	

	 

	59259REF7
	METROPOLITAN TRANSN AUTH NY RE BDS, EVERY 28 DAYS ACTUAL/360 0.593% 11/01/22 59259REF
	150,000
	

	130,425
	

	 

	603695DG9
	MINNEAPOLIS & ST PAUL MN HSG & AUTH HEALTH CARE SYS, HLTH CAR 0.182% 11/15/17 603695DG
	200,000
	

	173,900
	

	 

	603699AC3
	MINNEAPOLIS & ST PAUL MN HSG & AUTH REV, PARS, ALLINA HLTH SY 0.053% 08/01/28 603699AC
	300,000
	

	260,850
	

	 

	60635RA72
	MISSOURI ST HEALTH & EDL FACS HEALTH FACS REV, STARS REV BDS 3.4% 06/01/31 60635RA7
	1,000,000
	

	869,500
	

	 

	649713CF9
	NEW YORK NY CITY TRAN AUTH MET AUTH TRIBOROUGH BRDG TUNL AUTH 3.35% 01/01/30 649713CF
	225,000
	

	195,638
	

	 

	649713CG7
	NEW YORK NY CITY TRAN AUTH MET AUTH TRIBOROUGH BRDG TUNL AUTH 0.01% 01/01/30 649713CG
	200,000
	

	173,900
	

	 

	(continued on next page)













	
							
	CUSIP
	Security Desc
	 Par Value
	Fair Value as reflected on RJF books at 12/31/11
	 Amount reflected on Morgan Keegan's books at 12/31/11 for positions still held as of 3/31/12 (1)

	(continued from previous page)

	649713CH5
	NEW YORK NY CITY TRAN AUTH MET AUTH TRIBOROUGH BRDG TUNL AUTH 3.4% 01/01/30 649713CH
	200,000
	

	173,900
	

	 

	649713CJ1
	NEW YORK NY CITY TRAN AUTH MET AUTH TRIBOROUGH BRDG TUNL AUTH 3.63% 01/01/30 649713CJ
	425,000
	

	369,538
	

	 

	649713CK8
	NEW YORK NY CITY TRAN AUTH MET AUTH TRIBOROUGH BRDG TUNL AUTH 0.01% 01/01/30 649713CK
	150,000
	

	130,425
	

	 

	64984ECX1
	NEW YORK ST ENERGY RESH & DEV BDS, CONSOLIDATED EDISON CO OF 0.01% 05/01/32 64984ECX
	25,000
	

	21,738
	

	 

	664848AB4
	NORTHERN CA TRANSMISSION AGY R REV BDS, CALIFORNIA-OREGON TRA 0.01% 05/01/24 664848AB
	1,300,000
	

	1,130,350
	

	 

	72316MEG0
	PINELLAS CNTY FL HEALTH FACS A VAR REV BDS, BAYCARE HEALTH SY 0.281% 11/15/23 72316MEG
	2,250,000
	

	1,956,375
	

	 

	95766M303
	WESTERN ASSET MGMT  AUCTION RATE 95766M30
	50,000
	

	43,175
	

	 

	 
	Auction Rate Municipal Securities (other than Jefferson County)
	8,400,000
	

	7,303,500
	

	 

	(continued on next page)















	
							
	CUSIP
	Security Desc
	 Par Value
	Fair Value as reflected on RJF books at 12/31/11
	 Amount reflected on Morgan Keegan's books at 12/31/11 for positions still held as of 3/31/12 (1)

	(continued from previous page)

	Morgan Keegan Auction Rate Portfolio:
	 
	 
	 

	261932206
	DREYFUS STRATEGIC MUNI
	575,000
	

	 
	546,250
	


	261932305
	DREYFUS STRATEGIC MUNI, INC.
	1,250,000
	

	 
	1,187,500
	


	261932404
	DREYFUS STRATEGIC MUNICIPALS
	1,350,000
	

	 
	1,282,500
	


	278279302
	EATON VANCE FLOATIN RATE INC
	475,000
	

	 
	451,250
	


	278279401
	EATON VANCE FLOATING RATE INC
	375,000
	

	 
	356,250
	


	723762209
	PIONEER MUNI HIG INC ADV TR
	3,700,000
	

	 
	3,404,000
	


	723763207
	PIONEER MUNICIPAL HIGH INC TR
	4,525,000
	

	 
	4,163,000
	


	723763306
	PIONEER MUNI HIGH INCOME TR
	5,625,000
	

	 
	5,175,000
	


	00432CBC4
	ACCESS GROUP SERIES 2003-1 A6
	100,000
	

	 
	95,000
	


	00764C208
	ADVENT CLAYMORE CONV SECS &
	25,000
	

	 
	23,750
	


	010632JP3
	ALABAMA ST UNIV REV GEN
	275,000
	

	 
	261,250
	


	04780TAC8
	ATLANTA GA ARPT PASSENGER FAC
	300,000
	

	 
	285,000
	


	04780TAD6
	ATLANTA GA ARPT PASSENGER FAC
	225,000
	

	 
	213,750
	


	09248C304
	BLACKROCK MUN 2018 TERM TR
	25,000
	

	 
	23,750
	


	121342KN8
	BURKE CNTY GA DEV AUTH POLLTN
	3,225,000
	

	 
	3,063,750
	


	177464AQ7
	CITRUS CNTY FL POLLUTN CTL REV
	725,000
	

	 
	688,750
	


	177464AS3
	CITRUS CNTY FLA POLLUTN CTL
	1,100,000
	

	 
	1,045,000
	


	27826U306
	EATON VANCE MUNICIPAL INCOME
	1,675,000
	

	 
	1,591,250
	


	27828H204
	EATON VANCE LIMITED DURATION
	1,700,000
	

	 
	1,615,000
	


	27828H303
	EATON VANCE LIMITED DURATION
	3,100,000
	

	 
	2,945,000
	


	27828H402
	EATON VANCE LIMITED DURATION
	1,275,000
	

	 
	1,211,250
	


	27828H501
	EATON VANCE LIMITED DURATION
	2,800,000
	

	 
	2,660,000
	


	27828H600
	EATON VANCE LIMITED DURATION
	1,425,000
	

	 
	1,353,750
	


	28148NAQ6
	EDUCATIONAL FDG SOUTH INC TENN
	150,000
	

	 
	145,500
	


	36242H609
	GABELLI DIVIDEND & INCOME TRST
	25,000
	

	 
	23,750
	


	442348L22
	HOUSTON TX ARPT SYS REV PARS
	200,000
	

	 
	190,000
	


	442348V96
	HOUSTON TEX ARPT SYS REV ARS
	1,725,000
	

	 
	1,638,750
	


	543583HC5
	LORAIN CNTY OH HOSP REV STARS
	2,000,000
	

	 
	1,900,000
	


	543583HD3
	LORAIN CNTY OHIO HOSP REV
	100,000
	

	 
	95,000
	


	(continued on next page)















	
							
	CUSIP
	Security Desc
	 Par Value
	Fair Value as reflected on RJF books at 12/31/11
	 Amount reflected on Morgan Keegan's books at 12/31/11 for positions still held as of 3/31/12 (1)

	(continued from previous page)

	57563RFL8
	MASSACHUSETTS EDL FING AUTH ED
	1,625,000
	

	 
	1,543,750
	


	60635RA98
	MISSOURI ST HEALTH & EDL FACS
	1,500,000
	

	 
	1,425,000
	


	610530DU8
	MONROE CNTY GA DEV AUTH POLLUT
	75,000
	

	 
	71,250
	


	64031QCK5
	NELNET STUDENT LN 2005-4 A4R1
	1,700,000
	

	 
	1,615,000
	


	64031RBA6
	NELNET STUDENT LN SER 2004-2A
	250,000
	

	 
	237,500
	


	649845FE9
	NEW YORK ST ENERGY RESH & DEV
	90,000
	

	 
	85,500
	


	64984EBZ7
	NEW YORK ST ENERGY RESH & DEV
	1,200,000
	

	 
	1,140,000
	


	64984ECT0
	NEW YORK ST ENERGY RESH & DEV
	75,000
	

	 
	71,250
	


	64984EDB8
	NEW YORK ST ENER RESH&DEV AUTH
	75,000
	

	 
	71,250
	


	72200U605
	PIMCO CORPORATE INCOME FUND
	50,000
	

	 
	47,500
	


	72201B507
	PIMCO CORPORATE OPPORTUNITY FD
	250,000
	

	 
	237,500
	


	72201J500
	PIMCO FLOATING RATE STRATEGY
	25,000
	

	 
	23,750
	


	72369H304
	PIONEER HIGH INC 0.00% SER-W
	325,000
	

	 
	308,750
	


	78442GEV4
	SLMA SERIES 2002-7 A9
	100,000
	

	 
	95,000
	


	46131J202
	INVESCO VK MUNI TRUST
	4,650,000
	

	 
	4,622,250
	


	46131J400
	INVESCO MUNICIPAL TRUST
	8,825,000
	

	 
	8,773,000
	


	46131K308
	INVESCO VK OHIO QUALITY
	675,000
	

	 
	670,625
	


	46131M205
	INVESCO NK TRUST INVESTMENT
	175,000
	

	 
	173,500
	


	46131M882
	INVESCO VK TR FOR INVESTMENT
	100,000
	

	 
	99,500
	


	46131T200
	INVESCO VK TR FOR INVESTMENT
	25,000
	

	 
	24,750
	


	46132C404
	INVESCO VK MUNICIPAL TRUST
	550,000
	

	 
	547,125
	


	46132E202
	INVESCO VK ADVANTAGE MUNI
	3,975,000
	

	 
	3,954,375
	


	46132E301
	INVESCO VK ADVANTAGE INCOME
	6,675,000
	

	 
	6,635,375
	


	46132E400
	INVESCO VK ADV MUNI TR II
	3,450,000
	

	 
	3,429,625
	


	46132E509
	INVESCO VK ADVANTAGE MUNI TR
	6,675,000
	

	 
	5,541,625
	


	46132E608
	INVESCO VK ADV MUNI INCOME
	4,050,000
	

	 
	4,025,625
	


	46132E707
	INVESCO VK ADVANTAGE MUNI
	10,025,000
	

	 
	9,966,250
	


	46132E889
	INVESCO VK ADVANTAGE MUNI
	2,950,000
	

	 
	2,933,250
	


	46132H205
	INVESCO VK CALIFORNIA VALUE
	1,250,000
	

	 
	1,243,125
	


	46132J201
	INVESCO VK MASS VALUE TRUST
	50,000
	

	 
	49,625
	


	(continued on next page)

















	
										
	CUSIP
	Security Desc
	 Par Value
	Fair Value as reflected on RJF books at 12/31/11
	 Amount reflected on Morgan Keegan's books at 12/31/11 for positions still held as of 3/31/12 (1)
	 

	(continued from previous page)
	 

	001190206
	AGIC CONV & INCOME FUND
	75,000
	

	 
	71,250
	

	 

	001191402
	AGIC CONV & INCOME FUND II
	150,000
	

	 
	142,500
	

	 

	46132E871
	INVESCO VK ADVANTAGE MUNI
	900,000
	

	 
	894,750
	

	 

	46131L207
	INVESCO VK TRUST INSURED MUNI-
	25,000
	

	 
	24,875
	

	 

	 
	Morgan Keegan Auction Rate Preferred Securities and Municipals other then Jefferson County
	102,640,000
	

	 
	98,431,000
	

	 

	 
	 
	 
	 
	 
	 

	 
	Grand Total
	228,890,000
	

	105,840,188
	

	98,431,000
	

	204,271,188
	


	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	

	 






		
	(1) 
	These values were established by Morgan Keegan, based on Morgan Keegan’s historic valuation approach.  Because Borrowers have not initiated diligence on these assets and have no independent opinion regarding their values, Borrowers make no representation as to the valuations other than to state that the valuations are consistent with the valuations made by Morgan Keegan.  The June 30, 2012 Collateral Value and valuations thereafter will represent Borrowers’ assessment of fair market value as otherwise provided in the Credit Agreement.  On the Compliance Date, Borrowers shall advise Lender in writing if Borrowers have reduced in value any of such assets on their books below that as previously carried by Morgan Keegan and shall disclose the amount of the reduction(s).













Schedule 1.1(a)(2)
[Schedule of Auction Rate Securities Valuations]


	
		
	Valuation Date
	Performer of Valuation

	June 30, 2012
	PWC, BR or PIMCO

	September 30, 2012
	PWC, BR or PIMCO

	December 31, 2012
	Internal Staff

	March 31, 2013
	PWC, BR or PIMCO

	June 30, 2013
	Internal Staff

	September 30, 2013
	PWC, BR or PIMCO

	December 31, 2013
	Internal Staff

	March 31, 2014
	PWC, BR or PIMCO

	June 30, 2014
	Internal Staff

	September 30, 2014
	PWC, BR or PIMCO

	December 31, 2014
	Internal Staff






Note:  PWC denotes Pricewaterhouse Coopers; BR denotes BlackRock 











Schedule 1.1(b)


[Private Equity Securities]













Schedule 1.1(b)




	
						
	Entity Name
	Description of Interest
	Fair Market Value as of 12/31/2011

	Intersouth Partners III L.P.
	Limited partnership units
	$
	0
	

	*

	Intersouth Partners IV L.P.
	Limited partnership units
	$
	202,271
	

	*

	Intersouth Partners V L.P.
	Limited partnership units
	$
	330,987
	

	*

	SSM Venture Partners II, L.P.
	Limited partnership units
	$
	971,028
	

	*

	Memphis Biomed Ventures I, L.P.
	Limited partnership units
	$
	385,753
	

	*

	Memphis Biomed Ventures II, L.P.
	Limited partnership units
	$
	529,809
	

	*

	MK Capital Partners I LLC
	Membership interests
	$
	38,960
	

	*

	Preferred Fund of Funds LLC
	Membership interests
	$
	1,301,594
	

	*

	Morgan Keegan Private Equity Fund of Funds II, L.P.
	Limited partnership units
	$
	34,249,113
	

	*

	Morgan Keegan Mezzanine Fund L.P.
	Limited partnership units
	$
	869,813
	

	*

	Raymond James Capital Partners, LP
	Limited partnership units
	$
	10,300,000
	

	 

	Ballast Point Ventures, LP
	Limited partnership units
	$
	2,700,000
	

	 

	Ballast Point Ventures II, LP
	Limited partnership units
	$
	13,500,000
	

	 

	Sirchie Acquisition Company, LLC
	Membership interests
	$
	16,400,000
	

	 

	Event Photography Group Holding Company, Inc.
	1,375 shares of Preferred Stock and Warrant to purchase 87,500 shares of Common Stock
	$
	21,000,000
	

	 

	SCP Specialty Infusion, LLC
	817 Class B Units and 1,433,833.33 Common Units
	$
	22,079,789
	

	*

	The Gardner School
	$2,000,000 Secured Promissory Note and Units Purchase Warrant

	Advanced Photographic Solutions, LLC
	$1,750,000 Revolving Secured Promissory Note, $3,929,402.13 Amended and Restated Secured Promissory Note and 26.429% Ownership Percentage

	Plasma Systems Holdings, Inc.
	$1,000,000 Secured Promissory Note, $4,000,000 Secured Promissory Note, Stock Purchase Warrant, 1,000 shares of Voting Common Stock, 1,000,000 shares of Series A Preferred Stock

	Tenth Street Fund III, L.P.
	Limited partnership units
	$
	2,750,000
	

	*






* These values were established by Morgan Keegan, based on Morgan Keegan's historic valuation approach.  Because Borrowers have not initiated diligence on these assets and have no independent opinion regarding their values, Borrowers make no representation as to the valuations other than to state that the valuations are consistent with the valuations made by Morgan Keegan.  The June 30, 2012 Collateral Value and valuations thereafter will represent Borrowers' assessment of fair market value as otherwise provided in the Credit Agreement.  On the Compliance Date, Borrowers shall advise Lender in writing if Borrowers have reduced in value any of such assets on their books below that as previously carried by Morgan Keegan and shall disclose the amount of the reduction(s).









Schedule 1.1(c)


[Excluded Auction Rate Securities]













Exhibit 1.1(c)


	
								
	Raymond James Financial, Inc.

	Auction Rate Securities

	Excluded Securities

	CUSIP
	Security Desc
	 Par Value
	Fair Value as reflected on RJF books at 12/31/11
	 Amount as reflected on Morgan Keegan's books at 12/31/11 (1)
	 

	472653BA1
	JEFFERSON CNTY AL LTD OBLIG SC LIMITED OBLIGATION SCH WARRANT 0.803% 01/01/27 472653BA
	25,075,000
	

	18,843,863
	

	 
	 

	472653BB9
	JEFFERSON CNTY AL LTD OBLIG SC LIMITED OBLIGATION SCH WARRANT 0.815% 01/01/27 472653BB
	20,800,000
	

	15,631,200
	

	 
	 

	472653BC7
	JEFFERSON CNTY AL LTD OBLIG SC LIMITED OBLIGATION SCH WARRANT 0.746% 01/01/27 472653BC
	13,550,000
	

	10,182,825
	

	 
	 

	472653BD5
	JEFFERSON CNTY AL LTD OBLIG SC LIMITED OBLIGATION SCH WARRANT 0.76% 01/01/27 472653BD
	6,175,000
	

	4,640,513
	

	 
	 

	472682NF6
	JEFFERSON CNTY AL SWR REV, REF EVERY 35 DAYS ACTUAL/360 SER 2 0.76% 02/01/42 472682NF
	8,200,000
	

	4,952,800
	

	 
	 

	472682NG4
	JEFFERSON CNTY AL SWR REV, REF EVERY 35 DAYS ACTUAL/360 SER 2 0.777% 02/01/42 472682NG
	17,675,000
	

	10,675,700
	

	 
	 

	472682NH2
	JEFFERSON CNTY AL SWR REV, REF EVERY 35 DAYS ACTUAL/360 SER 2 0.803% 02/01/42 472682NH
	4,100,000
	

	2,476,400
	

	 
	 

	 
	Jefferson County Auction Rate Securities (Excluded Auction Rate Securities)
	95,575,000
	

	67,403,300
	

	 
	 






	
								
	Morgan Keegan Auction Rate Portfolio:
	 
	 
	 

	 
	 
	 
	 
	 
	 

	472682KH5
	JEFFERSON CNTY AL SWR REV RFDG
	100,000
	

	 
	61,000
	

	 

	472682LH4
	JEFFERSON CNTY ALA SWR REV
	5,000
	

	 
	3,050
	

	 

	472682LJ0
	JEFFERSON CNTY ALA SWR REV ARS
	25,000
	

	 
	15,250
	

	 

	472682LK7
	JEFFERSON CNTY ALA SWR REV ARS
	125,000
	

	 
	76,250
	

	 

	472682LM3
	JEFFERSON CNTY ALA SWR REV ARS
	175,000
	

	 
	106,750
	

	 

	472682NA7
	JEFFERSON CNTY ALA SWR REV REF
	20,000
	

	 
	12,200
	

	 

	472682ND1
	JEFFERSON CNTY ALA SWR REV VAR
	25,000
	

	 
	15,250
	

	 

	472682NJ8
	JEFFERSON CNTY ALA SWR REV REF
	50,000
	

	 
	30,500
	

	 

	472682NK5
	JEFFERSON CNTY ALA SWR REV REF
	25,000
	

	 
	15,250
	

	 

	499523UJ5
	KNOX CNTY TN HLTH E&H FACS BRD
	7,415,000
	

	 
	7,044,250
	

	 

	546279UC2
	LOUISIANA LOC GOVT ENVIR FACS
	13,225,000
	

	 
	12,563,750
	

	 

	818200HQ3
	SEVIER CO TN PBA VAR -LOC GOVT
	1,525,000
	

	 
	1,448,750
	

	 

	976002AA3
	WINTER PARK FLA ELEC REV VAR-SER A
	4,425,000
	

	 
	4,203,750
	

	 

	 
	Morgan Keegan Underwritten Auction Rate Securities (Excluded Auction Rate Securities)
	27,140,000
	

	 
	25,596,000
	

	 






	
										
	Grand Total All Excluded Auction Rate Securities
	122,715,000
	

	67,403,300
	

	25,596,000
	

	92,999,300
	







		
	(1)
	These values were established by Morgan Keegan, based on Morgan Keegan’s historic valuation approach.  Because Borrowers have not initiated diligence on these assets and have no independent opinion regarding their values, Borrowers make no representation as to the valuations other than to state that the valuations are consistent with the valuations made by Morgan Keegan.  The June 30, 2012 Collateral Value and valuations thereafter will represent Borrowers’ assessment of fair market value as otherwise provided in the Credit Agreement.  On the Compliance Date, Borrowers shall advise Lender in writing if Borrowers have reduced in value any of such assets on their books below that as previously carried by Morgan Keegan and shall disclose the amount of the reduction(s).













Schedule 5.5(c)(i)


[Liens]













Credit Agreement
Schedule 5.5(c)(i)
Liens


Claim of the management group of Raymond James Capital, Inc. of a right to purchase ten percent of both:


the common stock interest held by RJC Event Photos, LLC (“Photos”) in Event Photography Group Holding Company, Inc. at a price equal to ten percent of Photos' original investment in that business; and


the common equity unit interest held by RJC Forensics, LLC (“Forensics”) in Sirchie Acquisition Company, LLC at a price equal to ten percent of Forensics' original investment in that business.

















Schedule 5.5(c)(ii)


[Funding Obligations]













Credit Agreement
Schedule 5.5(c)(ii)


Equity Interests Subject to Capital Calls


	
		
	Entity Name
	Description of Interest

	Intersouth Partners III L.P.
	Limited partnership units

	Intersouth Partners IV L.P.
	Limited partnership units

	Intersouth Partners V L.P.
	Limited partnership units

	SSM Venture Partners II, L.P.
	Limited partnership units

	Memphis Biomed Ventures I, L.P.
	Limited partnership units

	Memphis Biomed Ventures II, L.P.
	Limited partnership units

	MK Capital Partners I LLC
	Membership interests

	Preferred Fund of Funds LLC
	Membership interests

	Morgan Keegan Private Equity Fund of Funds II, L.P.
	Limited partnership units

	Morgan Keegan Mezzanine Fund L.P.
	Limited partnership units

	Ballast Point Ventures II, LP
	Limited partnership units

	SCP Specialty Infusion, LLC
	817 Class B Units and 1,433,833.33 Common Units

	The Gardner School
	$2,000,000 Secured Promissory Note and Units Purchase Warrant

	Advanced Photographic Solutions, LLC
	$1,750,000 Revolving Secured Promissory Note, $3,929,402.13 Amended and Restated Secured Promissory Note and 26.429% Ownership Percentage

	Plasma Systems Holdings, Inc.
	$1,000,000 Secured Promissory Note, $4,000,000 Secured Promissory Note, Stock Purchase Warrant, 1,000 shares of Voting Common Stock, 1,000,000 shares of Series A Preferred Stock

	Tenth Street Fund III, L.P.
	Limited partnership units















Schedule 5.12


[Subsidiaries]













Credit Agreement


Schedule 5.12


Raymond James Investments, LLC (“RJI”)(FL)-
Raymond James Capital Partners, LP not consolidated with RJI.


RJ Securities, Inc. (FL) 10 shares of its common Stock representing all of the outstanding stock  held by RJI
No Subsidiaries.


RJC Forensics, LLC (DE) - Sole membership interest held by RJI
Subject to 10% profits interest of Dave Thomas group.
800,000 Class A Units (100%) and 19,840 Class B Units (100%) of interest in Sirchie Acquisition Company LLC (DE) held by RJC Forensics. Class C and Phantom Units held only by management.


RJC Event Photos, LLC (DE) Sole membership interest held by RJI
Subject to 10% profits interest of Dave Thomas group
No subsidiaries.


Morgan Properties, LLC (TN) sole membership interest held by RJI
No Subsidiaries.













Schedule 7.2


[Indebtedness]













Credit Agreement
Schedule 7.2


Indebtedness of Borrowers
At February 29, 2012




	
			
	Borrower
	Lender
	Indebtedness

	 
	 
	 

	RJC Forensics, LLC
	Raymond James Financial, Inc.
	$3,773,000

	 
	 
	 

	RJC Photos, LLC
	Raymond James Capital, Inc.
	$33,000