Exhibit 10.1


 


[EXECUTION COPY]


 




Published CUSIP Number:
93005EAA7


 





 


 


CREDIT AGREEMENT


 


dated as of August 31, 2010


 


among


 


WADDELL & REED FINANCIAL, INC.,


 


THE LENDERS PARTY HERETO,


 


and


 


BANK OF AMERICA, N.A.,

as Administrative Agent


 


 


BANC OF AMERICA SECURITIES LLC,

as Lead Arranger and Book Manager


 


UMB BANK, N.A. and THE BANK OF NOVA SCOTIA,

as Co-Syndication Agents


 


CITIBANK, N.A. and WELLS FARGO BANK, NATIONAL
ASSOCIATION

as Co-Documentation Agents


 




 





 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  
	
  SECTION 1.01.

  	
  Defined
  Terms

  	
  1

  
	
  SECTION 1.02.

  	
  Terms
  Generally

  	
  18

  
	
  SECTION 1.03.

  	
  Accounting
  Terms; GAAP

  	
  18

  
	
   

  	
   

  	
   

  
	
  ARTICLE II 

  	
  THE
  CREDITS

  	
  19

  
	
   

  	
   

  	
   

  
	
  SECTION 2.01.

  	
  Commitments

  	
  19

  
	
  SECTION 2.02.

  	
  Loans
  and Borrowings

  	
  19

  
	
  SECTION 2.03.

  	
  Requests
  for Borrowings, Conversions and Continuations of Loans

  	
  19

  
	
  SECTION 2.04.

  	
  Funding
  of Borrowings

  	
  21

  
	
  SECTION 2.05.

  	
  Termination
  and Reduction of Commitments

  	
  22

  
	
  SECTION 2.06.

  	
  Repayment
  of Loans; Evidence of Debt

  	
  22

  
	
  SECTION 2.07.

  	
  Prepayment
  of Loans

  	
  23

  
	
  SECTION 2.08.

  	
  Fees

  	
  24

  
	
  SECTION 2.09.

  	
  Interest

  	
  24

  
	
  SECTION 2.10.

  	
  Alternate
  Rate of Interest

  	
  25

  
	
  SECTION 2.11.

  	
  Increased
  Costs

  	
  26

  
	
  SECTION 2.12.

  	
  Break
  Funding Payments

  	
  27

  
	
  SECTION 2.13.

  	
  Taxes

  	
  28

  
	
  SECTION 2.14.

  	
  Payments
  Generally; Pro Rata Treatment; Sharing of Set-offs

  	
  31

  
	
  SECTION 2.15.

  	
  Mitigation
  Obligations; Replacement of Lenders

  	
  33

  
	
  SECTION 2.16.

  	
  Increase
  in Commitments

  	
  34

  
	
  SECTION 2.17.

  	
  Defaulting
  Lenders

  	
  35

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  REPRESENTATIONS
  AND WARRANTIES

  	
  36

  
	
   

  	
   

  	
   

  
	
  SECTION 3.01.

  	
  Organization;
  Powers

  	
  36

  
	
  SECTION 3.02.

  	
  Authorization;
  Enforceability

  	
  36

  
	
  SECTION 3.03.

  	
  Governmental
  Approvals; No Conflicts

  	
  37

  
	
  SECTION 3.04.

  	
  Financial
  Condition; No Material Adverse Effect

  	
  37

  
	
  SECTION 3.05.

  	
  Properties

  	
  37

  
	
  SECTION 3.06.

  	
  Litigation
  and Environmental Matters

  	
  38

  
	
  SECTION 3.07.

  	
  Compliance
  with Laws and Agreements

  	
  38

  
	
  SECTION 3.08.

  	
  Investment
  and Holding Company Status

  	
  38

  
	
  SECTION 3.09.

  	
  Taxes

  	
  39

  
	
  SECTION 3.10.

  	
  ERISA
  Compliance

  	
  39

  
	
  SECTION 3.11.

  	
  Disclosure

  	
  40

  
	
  SECTION 3.12.

  	
  No
  Default

  	
  40

  
				



 


i

















 


TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  SECTION 3.13.

  	
  Subsidiaries

  	
  40

  
	
  SECTION 3.14.

  	
  Federal
  Regulations

  	
  41

  
	
  SECTION 3.15.

  	
  No
  Burdensome Restrictions

  	
  41

  
	
  SECTION 3.16.

  	
  Insurance

  	
  41

  
	
  SECTION 3.17.

  	
  Taxpayer
  Identification Number

  	
  41

  
	
  SECTION 3.18.

  	
  Foreign
  Assets Control Regulations, Etc

  	
  41

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  CONDITIONS

  	
  42

  
	
   

  	
   

  	
   

  
	
  SECTION 4.01.

  	
  Conditions
  to Closing Date

  	
  42

  
	
  SECTION 4.02.

  	
  Each
  Credit Event

  	
  44

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  AFFIRMATIVE
  COVENANTS

  	
  44

  
	
   

  	
   

  	
   

  
	
  SECTION 5.01.

  	
  Financial
  Statements and Other Information

  	
  45

  
	
  SECTION 5.02.

  	
  Notices
  of Material Events

  	
  47

  
	
  SECTION 5.03.

  	
  Existence;
  Conduct of Business

  	
  48

  
	
  SECTION 5.04.

  	
  Payment
  of Obligations

  	
  48

  
	
  SECTION 5.05.

  	
  Maintenance
  of Properties; Insurance

  	
  48

  
	
  SECTION 5.06.

  	
  Books
  and Records; Inspection Rights

  	
  48

  
	
  SECTION 5.07.

  	
  Compliance
  with Laws

  	
  49

  
	
  SECTION 5.08.

  	
  Use
  of Proceeds

  	
  49

  
	
  SECTION 5.09.

  	
  Environmental
  Laws

  	
  49

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  NEGATIVE
  COVENANTS

  	
  49

  
	
   

  	
   

  	
   

  
	
  SECTION 6.01.

  	
  Financial
  Condition Covenants

  	
  49

  
	
  SECTION 6.02.

  	
  Indebtedness

  	
  49

  
	
  SECTION 6.03.

  	
  Liens

  	
  50

  
	
  SECTION 6.04.

  	
  Fundamental
  Changes

  	
  51

  
	
  SECTION 6.05.

  	
  Acquisitions;
  Hedging Agreements

  	
  52

  
	
  SECTION 6.06.

  	
  Restricted
  Payments

  	
  52

  
	
  SECTION 6.07.

  	
  Transactions
  with Affiliates

  	
  52

  
	
  SECTION 6.08.

  	
  Restrictive
  Agreements

  	
  52

  
	
  SECTION 6.09.

  	
  Sales
  and Leasebacks

  	
  53

  
	
  SECTION 6.10.

  	
  Changes
  in Fiscal Periods

  	
  53

  
	
  SECTION 6.11.

  	
  Optional
  Payments and Modifications of Certain Debt Instruments

  	
  53

  
	
  SECTION 6.12.

  	
  Use
  of Proceeds

  	
  53

  
	
  SECTION 6.13.

  	
  OFAC,
  Etc

  	
  54

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  EVENTS
  OF DEFAULT

  	
  54

  
					



 


ii

















 


TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  THE
  ADMINISTRATIVE AGENT

  	
  57

  
	
   

  	
   

  	
   

  
	
  SECTION 8.01.

  	
  Appointment
  and Authority

  	
  57

  
	
  SECTION 8.02.

  	
  Rights
  as a Lender

  	
  57

  
	
  SECTION 8.03.

  	
  Exculpatory
  Provisions

  	
  57

  
	
  SECTION 8.04.

  	
  Reliance
  by Administrative Agent

  	
  58

  
	
  SECTION 8.05.

  	
  Delegation
  of Duties

  	
  58

  
	
  SECTION 8.06.

  	
  Resignation
  of Administrative Agent

  	
  59

  
	
  SECTION 8.07.

  	
  Non-Reliance
  on Administrative Agent and Other Lenders

  	
  59

  
	
  SECTION 8.08.

  	
  No
  Other Duties, Etc

  	
  60

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
  MISCELLANEOUS

  	
  60

  
	
   

  	
   

  	
   

  
	
  SECTION 9.01.

  	
  Notices;
  Effectiveness; Electronic Communication

  	
  60

  
	
  SECTION 9.02.

  	
  Waivers;
  Amendments; Enforcement

  	
  62

  
	
  SECTION 9.03.

  	
  Expenses;
  Indemnity; Damage Waiver

  	
  63

  
	
  SECTION 9.04.

  	
  Successors
  and Assigns

  	
  65

  
	
  SECTION 9.05.

  	
  Survival

  	
  69

  
	
  SECTION 9.06.

  	
  Counterparts;
  Integration; Effectiveness

  	
  69

  
	
  SECTION 9.07.

  	
  Severability

  	
  69

  
	
  SECTION 9.08.

  	
  Right
  of Setoff

  	
  70

  
	
  SECTION 9.09.

  	
  Governing
  Law; Jurisdiction; Consent to Service of Process

  	
  70

  
	
  SECTION 9.10.

  	
  WAIVER
  OF JURY TRIAL

  	
  71

  
	
  SECTION 9.11.

  	
  Headings

  	
  71

  
	
  SECTION 9.12.

  	
  Confidentiality

  	
  71

  
	
  SECTION 9.13.

  	
  Interest
  Rate Limitation

  	
  72

  
	
  SECTION 9.14.

  	
  No
  Advisory or Fiduciary Responsibility

  	
  72

  
	
  SECTION 9.15.

  	
  USA
  Patriot Act

  	
  73

  
				



 


iii

















 


	
  SCHEDULES:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule
  2.01

  	
  —

  	
  Commitments

  
	
  Schedule
  3.04

  	
  —

  	
  Financial
  Condition

  
	
  Schedule
  3.06

  	
  —

  	
  Disclosed
  Matters

  
	
  Schedule
  3.10

  	
  —

  	
  Pension
  Plans

  
	
  Schedule
  3.13

  	
  —

  	
  Subsidiaries

  
	
  Schedule
  6.02

  	
  —

  	
  Existing
  Indebtedness

  
	
  Schedule
  6.03

  	
  —

  	
  Existing
  Liens

  
	
  Schedule
  6.08

  	
  —

  	
  Existing
  Restrictions

  
	
  Schedule
  6.09

  	
  —

  	
  Sale/Leaseback
  Properties

  
	
  Schedule
  9.01

  	
  —

  	
  Administrative
  Agent’s Office; Certain Addresses for Notices

  
	
   

  	
   

  	
   

  
	
  EXHIBITS:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit A

  	
  —

  	
  Form of
  Assignment and Acceptance

  
	
  Exhibit B

  	
  —

  	
  Form of
  Note

  
	
  Exhibit C-1

  	
  —

  	
  Form of
  Report Under Section 5.01(e)(A)

  
	
  Exhibit C-2

  	
  —

  	
  Form of
  Report Under Section 5.01(e)(B)

  
	
  Exhibit D

  	
  —

  	
  Form of
  Revolving Borrowing Request

  
	
  Exhibit E

  	
  —

  	
  Form of
  Compliance Certificate

  



 


iv






 












 


CREDIT AGREEMENT


 


This
CREDIT AGREEMENT is entered into as of August 31,
2010, among WADDELL & REED FINANCIAL, INC.
(the “Borrower”), the several financial institutions from time to time
party hereto (collectively, the “Lenders” and each individually, a “Lender”),
and BANK OF AMERICA, N.A. (“Bank of
America”), as administrative agent for the Lenders (in such capacity,
together with any successors thereto in such capacity, the “Administrative
Agent”).


 


ARTICLE I


 


Definitions


 


SECTION 1.01. 
Defined Terms. As used in this Agreement, the following terms
have the meanings specified below:


 


“ABR
Loan” means a Loan that bears interest
based on the Alternate Base Rate.


 


“Act”
has the meaning Specified in Section 9.15.


 


“Adjusted
LIBO Rate” means a rate per annum determined by the Administrative Agent
pursuant to the following formula:


 


	
  Adjusted
  LIBO Rate =

  	
  LIBO Rate

  	
   

  
	
  1.00 – Eurodollar Reserve Percentage

  	
   

  



 


“Administrative
Agent” has the meaning specified in the introductory paragraph hereto.


 


“Administrative
Agent’s Office” means the Administrative Agent’s address and, as
appropriate, account as set forth on Schedule 9.01, or such other
address or account as the Administrative Agent may from time to time notify to
the Borrower and the Lenders.


 


“Administrative
Questionnaire” means an administrative questionnaire in a form supplied by
the Administrative Agent.


 


“Affiliate”
means, with respect to a specified Person, another Person that directly, or
indirectly through one or more intermediaries, Controls or is Controlled by or
is under common Control with the Person specified.


 


“Aggregate
Revenue Base” means the sum of Revenue Bases for all W&R Funds and for
all other assets managed by the Borrower or any Subsidiary of the Borrower for
other entities.


 


“Agreement”
means this Credit Agreement, as amended, supplemented or otherwise modified
from time to time.


 

















 


“Alternate
Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the
Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in
effect on such day plus 1/2 of 1%, or (c) the Adjusted LIBO Rate plus
1%.  Any change in the Alternate Base
Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the
Adjusted LIBO Rate shall be effective from and including the effective date of
such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted
LIBO Rate, respectively.


 


“Applicable
Percentage” means, with respect to any Lender, the percentage (carried to
the ninth decimal place) of the total Commitments represented by such Lender’s
Commitment.  If the Commitments have
terminated or expired, the Applicable Percentages shall be determined based
upon the Commitments most recently in effect, giving effect to any assignments,
subject, in each case, to adjustments pursuant to Section 2.17.


 


“Applicable
Rate” means, for any day, with respect to any ABR Loan or Eurodollar Loan,
or with respect to the facility fees payable hereunder, as the case may be, the
following percentages per annum, based upon the Debt Rating as set forth below:


 


	
  Pricing
  

  Level

  	
   

  	
  Debt Rating

  	
   

  	
  Facility Fee

  	
   

  	
  Eurodollar Loans

  	
   

  	
  ABR Loans

  	
   

  
	
  1

  	
   

  	
  > A- / A3

  	
   

  	
  0.250

  	
  %

  	
  1.650

  	
  %

  	
  0.650

  	
  %

  
	
  2

  	
   

  	
  BBB+
  / Baa1

  	
   

  	
  0.300

  	
  %

  	
  1.950

  	
  %

  	
  0.950

  	
  %

  
	
  3

  	
   

  	
  BBB
  / Baa2

  	
   

  	
  0.375

  	
  %

  	
  2.125

  	
  %

  	
  1.125

  	
  %

  
	
  4

  	
   

  	
  BBB-
  / Baa3

  	
   

  	
  0.500

  	
  %

  	
  2.250

  	
  %

  	
  1.250

  	
  %

  
	
  5

  	
   

  	
  <
  BBB- / Baa3

  	
   

  	
  0.600

  	
  %

  	
  2.650

  	
  %

  	
  1.650

  	
  %

  



 


,
where “Debt Rating” means, as of any date of determination, the rating as
determined by either S&P or Moody’s (collectively, the “Debt Ratings”)
of the Borrower’s non-credit-enhanced, senior unsecured long-term debt; provided
that (a) if the respective Debt Ratings issued by the foregoing rating
agencies differ by one level, then the Pricing Level for the higher of such
Debt Ratings shall apply (with the Debt Rating for Pricing Level 1 being the
highest and the Debt Rating for Pricing Level 5 being the lowest); (b) if
there is a split in Debt Ratings of more than one level, then the Pricing Level
that is one level lower than the Pricing Level of the higher Debt Rating shall
apply; (c) if the Borrower has only one Debt Rating, the Pricing Level
that is one level lower than that of such Debt Rating shall apply; and (d) if
the Borrower does not have any Debt Rating, Pricing Level 5 shall apply.


 


Initially,
the Applicable Rate shall be the percentages per annum set forth opposite
Pricing Level 3.  The Applicable Rate
shall be subject to adjustment (upwards or downwards, as appropriate), 


 


2

















 


effective
as of the date on which S&P or Moody’s announces a rating change which
results in a change in the Applicable Rate.


 


“Approved
Fund” means any Fund that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that
administers or manages a Lender.


 


“Arranger”
means Banc of America Securities
LLC, in its capacity as sole lead arranger and sole book manager.


 


“Assignee
Group” means two or more Eligible Assignees that are Affiliates of one
another or two or more Approved Funds managed by the same investment advisor.


 


“Assignment
and Acceptance” means an assignment and acceptance entered into by a Lender
and an assignee (with the consent of any party whose consent is required by Section 9.04),
and accepted by the Administrative Agent, in the form of Exhibit A
or any other form approved by the Administrative Agent.


 


“Availability
Period” means the period from and including the Closing Date to but
excluding the earlier of the Revolving Credit Termination Date or the date of
termination of the Commitments.


 


“Board”
means the Board of Governors of the Federal Reserve System of the United States
of America.


 


“Borrower”
has the meaning specified in the introductory paragraph hereto.


 


“Borrowing”
means a borrowing consisting of simultaneous Loans of the same Type and, in the
case of Eurodollar Loans, having the same Interest Period made by each of the
Lenders pursuant to Section 2.01.


 


“Business
Day” means any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to remain
closed; provided that, when used in connection with a Eurodollar Loan,
the term “Business Day” shall also exclude any day on which banks are
not open for dealings in dollar deposits in the London interbank eurodollar
market.


 


“Capital
Expenditures” means, for any period, with respect to any Person, the
aggregate of all expenditures by such Person and its Subsidiaries for the
acquisition or leasing (pursuant to a capital lease) of fixed or capital assets
or additions to equipment (including replacements, capitalized repairs and
improvements during such period) that should be capitalized under GAAP on a
consolidated balance sheet of such Person and its Subsidiaries.


 


“Capital
Lease Obligations” of any Person means the obligations of such Person to
pay rent or other amounts under any lease of (or other arrangement conveying
the right to use) real or personal property, or a combination thereof, which
obligations are required to be 


 


3

















 


classified
and accounted for as capital leases on a balance sheet of such Person under
GAAP, and the amount of such obligations shall be the capitalized amount
thereof determined in accordance with GAAP.


 


“Capital
Stock” means any and all shares, interests, participations or other
equivalents (however designated) of capital stock of a corporation, any and all
equivalent ownership interests in a Person (other than a corporation) and any
and all warrants, rights or options to purchase any of the foregoing.


 


“Change
of Control” means an event or series of events by which:


 


(a)           any “person” or “group”
(as such terms are used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, but excluding any employee benefit plan of such person or
its subsidiaries, and any person or entity acting in its capacity as trustee,
agent or other fiduciary or administrator of any such plan) becomes the “beneficial
owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange
Act of 1934, except that a person or group shall be deemed to have “beneficial
ownership” of all securities that such person or group has the right to
acquire, whether such right is exercisable immediately or only after the
passage of time (such right, an “option right”)), directly or
indirectly, of 25% or more of the equity securities of the Borrower entitled to
vote for members of the board of directors or equivalent governing body of the
Borrower on a fully-diluted basis (and taking into account all such securities
that such person or group has the right to acquire pursuant to any option
right);


 


(b)           during any period of
12 consecutive months, a majority of the members of the board of directors or
other equivalent governing body of the Borrower cease to be composed of
individuals (i) who were members of that board or equivalent governing
body on the first day of such period, (ii) whose election or nomination to
that board or equivalent governing body was approved by individuals referred to
in clause (i) above constituting at the time of such election or
nomination at least a majority of that board or equivalent governing body or (iii) whose
election or nomination to that board or other equivalent governing body was
approved by individuals referred to in clauses (i) and (ii) above
constituting at the time of such election or nomination at least a majority of
that board or equivalent governing body (excluding, in the case of both clause (ii) and
clause (iii), any individual whose initial nomination for, or assumption of
office as, a member of that board or equivalent governing body occurs as a
result of an actual or threatened solicitation of proxies or consents for the
election or removal of one or more directors by any person or group other than
a solicitation for the election of one or more directors by or on behalf of the
board of directors); or


 


(c)           any Person or two or
more Persons acting in concert shall have acquired by contract or otherwise, or
shall have entered into a contract or arrangement that, upon consummation
thereof, will result in its or their acquisition of control over the equity
securities of the Borrower entitled to vote for members of the board of
directors or equivalent governing body of the Borrower on a fully-diluted basis
(and taking into 


 


4

















 


account
all such securities that such Person or group has the right to acquire pursuant
to any option right) representing 25% or more of the combined voting power of
such securities.


 


“Change
in Law” means (a) the adoption of any law, rule or regulation
after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement, or (c) compliance by any
Lender (or, for purposes of Section 2.11(b), by any lending office
of such Lender or by such Lender’s holding company, if any) with any request,
guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this Agreement.


 


“Closing
Date” means the date on which the conditions precedent set forth in Section 4.01
shall have been satisfied, which date is August 31, 2010.


 


“Code”
means the Internal Revenue Code of 1986, as amended from time to time.


 


“Commitment”
means, with respect to each Lender, the commitment of such Lender to make Loans
hereunder, expressed as an amount representing the maximum aggregate
outstanding principal amount of such Lender’s Loans hereunder, as such
commitment may be (a) reduced from time to time pursuant to Section 2.05,
(b) reduced or increased from time to time pursuant to assignments by or
to such Lender pursuant to Section 9.04, and (c) increased
from time to time pursuant to Section 2.16.  The initial amount of each Lender’s
Commitment is set forth on Schedule 2.01, or in the Assignment and
Acceptance pursuant to which such Lender shall have assumed its Commitment, as
applicable, and the initial aggregate amount of the Commitments of the Lenders
(as set forth on Schedule 2.01) is $125,000,000.


 


“Compliance
Certificate” means a certificate substantially in the form of Exhibit E.


 


“Confidential
Information Memorandum” means the Confidential Information Memorandum dated
August 2010 and furnished to the Lenders.


 


“Consolidated
EBITDA” means, for any period, Consolidated Net Income for such period plus
(a) without duplication and to the extent reflected as a charge in the
statement of such Consolidated Net Income for such period, the sum of (i) income
tax expense, (ii) interest expense, amortization or writeoff of debt
discount and debt issuance costs and commissions, discounts and other fees and
charges associated with Indebtedness (including the Loans), (iii) depreciation
and amortization expense, (iv) amortization of intangibles (including, but
not limited to, goodwill) and organization costs, (v) any extraordinary,
unusual or non-recurring non-cash expenses or losses (including, whether or not
otherwise includable as a separate item in the statement of such Consolidated
Net Income for such period, non-cash losses on sales of assets outside of the
ordinary course of business), provided, that the amounts referred to in
this clause (v) shall not, in the aggregate, exceed $10,000,000 for
any fiscal year of the Borrower, and (vi) any other non-cash charges, minus
(b) without duplication and to the extent reflected as income 


 


5

















 


in
the statement of such Consolidated Net Income for such period, any
extraordinary, unusual or non-recurring non-cash income or gains (including,
whether or not otherwise includable as a separate item in the statement of such
Consolidated Net Income for such period, non-cash gains on sales of assets
outside of the ordinary course of business), provided that the Borrower
shall not be required to deduct more than $10,000,000 in the aggregate of the
amounts referred to in this clause (b) for any fiscal year of the
Borrower.  For the purposes of
calculating Consolidated EBITDA for any Reference Period pursuant to any
determination of the Consolidated Leverage Ratio, (x) if at any time
during such Reference Period the Borrower or any Subsidiary shall have made any
Material Disposition (as defined below), the Consolidated EBITDA for such
Reference Period shall be reduced by an amount equal to the Consolidated EBITDA
(if positive) attributable to the property that is the subject of such Material
Disposition for such Reference Period or increased by an amount equal to the
Consolidated EBITDA (if negative) attributable thereto for such Reference
Period, and (y) if during such Reference Period the Borrower or any
Subsidiary shall have made a Material Acquisition (as defined below),
Consolidated EBITDA for such Reference Period shall be calculated after giving pro
forma effect thereto as if such Material Acquisition occurred on the
first day of such Reference Period.  As
used in this definition, “Material Acquisition” means any acquisition of
property or series of related acquisitions of property that (i) constitutes
assets comprising all or substantially all of an operating unit of a business
or constitutes all or substantially all of the common stock of a Person and (2) involves
the payment of consideration by the Borrower and its Subsidiaries in excess of
$1,000,000; and “Material Disposition” means any Disposition of property or
series of related Dispositions of property that yields gross proceeds to the
Borrower or any of its Subsidiaries in excess of $1,000,000.


 


“Consolidated
Interest Coverage Ratio” means, for any period, the ratio of (a) Consolidated
EBITDA for such period to (b) Consolidated Interest Expense for such
period.


 


“Consolidated
Interest Expense” means, for any period, interest expense (including that
attributable to Capital Lease Obligations) of the Borrower and its Subsidiaries
for such period with respect to all outstanding Indebtedness of the Borrower
and its Subsidiaries (including all commissions, discounts and other fees and
charges owed with respect to letters of credit and bankers’ acceptance
financing and net costs under Hedging Agreements in respect of interest rates
to the extent such net costs are allocable to such period in accordance with
GAAP).


 


“Consolidated
Leverage Ratio” means, as at the last day of any period, the ratio of (a) Consolidated
Total Debt on such day to (b) Consolidated EBITDA for such period.


 


“Consolidated
Net Income” means, for any period, the consolidated net income (or loss) of
the Borrower and its Subsidiaries, determined on a consolidated basis in
accordance with GAAP; provided that there shall be excluded (a) the
income (or deficit) of any Person accrued prior to the date it becomes a
Subsidiary of the Borrower or is merged into or consolidated with the Borrower
or any of its Subsidiaries, (b) the income (or deficit) of any Person
(other than a Subsidiary of the Borrower) in which the Borrower or any of its
Subsidiaries has an ownership interest, except to the extent that any such
income is actually received by the Borrower or such Subsidiary in the form of
dividends or similar distributions, and (c) the 


 


6

















 


undistributed
earnings of any Subsidiary of the Borrower to the extent that the declaration
or payment of dividends or similar distributions by such Subsidiary is not at
the time permitted by the terms of any Contractual Obligation or Requirement of
Law applicable to such Subsidiary.


 


“Consolidated
Total Debt” means, at any date, the aggregate principal amount of all
Indebtedness of the Borrower and its Subsidiaries at such date, determined on a
consolidated basis in accordance with GAAP.


 


“Contractual
Obligation” means, as to any Person, any provision of any security issued
by such Person or of any indenture, agreement, instrument or other undertaking
to which such Person is a party or by which it or any of its property is bound.


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through the
ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings
correlative thereto.


 


“Debt
Rating” has the meaning specified in the definition of Applicable Rate.


 


“Default”
means any event or condition which constitutes an Event of Default or which
upon notice, lapse of time or both would, unless cured or waived, become an
Event of Default.


 


“Default
Rate” means when used with respect to any Loan, fee or other amount payable
by the Borrower under any Loan Document, an interest rate per annum equal to (a) the
Alternate Base Rate plus (b) the Applicable Rate, if any,
applicable to ABR Loans plus (c) 2% per annum; provided, however,
that with respect to a Eurodollar Loan, the Default Rate shall be an interest
rate equal to the interest rate (including any Applicable Rate) otherwise
applicable to such Loan plus 2% per annum.


 


“Defaulting Lender”
means any Lender that, as determined by the Administrative Agent, (a) has
failed to perform its obligation to fund any portion of its Loans within one
Business Day of the date required to be funded by it hereunder, (b) has
notified the Borrower, the Administrative Agent or any Lender in writing that
it does not intend to comply with any of its funding obligations under this
Agreement or has made a public statement that it does not intend to comply with
its funding obligations under this Agreement or generally under other
agreements in which it commits to extend credit, (c) has failed, within
one Business Day after written request by the Administrative Agent, to confirm
in a manner satisfactory to the Administrative Agent, that it will comply with
the terms of this Agreement relating to its obligations to fund prospective
Loans, (d) otherwise has failed to pay over to the Administrative Agent or
any other Lender any other amount required to be paid by it hereunder within
one Business Day of the date when due, unless the subject of a good faith
dispute, or (e) has, or has a direct or indirect parent company that has, (i) become
the subject of a proceeding under any bankruptcy or insolvency proceeding, or (ii) had
a receiver, conservator, trustee, administrator, assignee for the benefit of
creditors or similar Person charged with reorganization or liquidation of its
business or a custodian appointed 


 


7

















 


for
it, or (iii) taken any action in furtherance of, or indicating its consent
to, approval of or acquiescence in any such proceeding or appointment; provided
that a Lender shall not be a Defaulting Lender solely by virtue of the
ownership or acquisition of any equity interest in such Lender or direct or
indirect parent company thereof by a Governmental Authority.  A Lender that has become a Defaulting Lender
because of an event referenced in this definition may cure such status and
shall no longer constitute a Defaulting Lender as provided in Section 2.17(d).


 


“Disclosed
Matters” means the actions, suits and proceedings and the environmental
matters disclosed in Schedule 3.06 or otherwise delivered in writing to
each of the Lenders on or prior to the Closing Date.


 


“Distribution
Fees” means all fees payable pursuant to a plan contemplated by Rule 12b-1
under the Investment Company Act of 1940, as amended, in connection with the
distribution of shares of W&R Funds that are open-end funds.


 


“dollars”
or “$” refers to lawful money of the United States of America.


 


“Eligible
Assignee” means any Person that meets the requirements to be an assignee
under Section 9.04(b)(v) and (vi) (subject to such
consents, if any, as may be required under Section 9.04(b)(iii)).


 


“Environmental
Laws” means all laws, rules, regulations, codes, ordinances, orders,
decrees, judgments, injunctions, notices or binding agreements issued,
promulgated or entered into by any Governmental Authority, relating in any way
to the environment, preservation or reclamation of natural resources, the
management, release or threatened release of any Hazardous Material or to
health and safety matters.


 


“Environmental
Liability” means any liability, contingent or otherwise (including any liability
for damages, costs of environmental remediation, fines, penalties or
indemnities), of the Borrower or any Subsidiary directly or indirectly
resulting from or based upon (a) violation of any Environmental Law, (b) the
generation, use, handling, transportation, storage, treatment or disposal of
any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the
release or threatened release of any Hazardous Materials into the environment,
or (e) any contract, agreement or other consensual arrangement pursuant to
which liability is assumed or imposed with respect to any of the foregoing.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time
to time.


 


“ERISA
Affiliate” means any trade or business (whether or not incorporated) under
common control with the Borrower within the meaning of Section 414(b) or
(c) of the Code (and Sections 414(m) and (o) of the Code for
purposes of provisions relating to Section 412 of the Code).


 


8

















 


“ERISA
Event” means (a) a Reportable Event with respect to a Pension Plan;
(b) the withdrawal of the Borrower or any ERISA Affiliate from a Pension
Plan subject to Section 4063 of ERISA during a plan year in which such
entity was a “substantial employer” as defined in Section 4001(a)(2) of
ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan
is in reorganization; (d) the filing of a notice of intent to terminate,
the treatment of a Pension Plan amendment as a termination under Section 4041
or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate
a Pension Plan; (f) any event or condition which constitutes grounds under
Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Pension Plan; or (g) the imposition of any
liability under Title IV of ERISA, other than for PBGC premiums due but not
delinquent under Section 4007 of ERISA, upon  the Borrower or any ERISA Affiliate.


 


“Eurodollar
Loan” means a Loan that bears interest
based on the Adjusted LIBO Rate.


 


“Eurodollar
Reserve Percentage” means, for any day during any Interest Period, the
reserve percentage (expressed as a decimal, carried out to five decimal places)
in effect on such day, whether or not applicable to any Lender, under
regulations issued from time to time by the Board for determining the maximum
reserve requirement (including any emergency, supplemental or other marginal
reserve requirement) with respect to Eurocurrency funding (currently referred
to as “Eurocurrency liabilities”).  The
LIBO Rate for each outstanding Eurodollar Loan shall be adjusted automatically
as of the effective date of any change in the Eurodollar Reserve Percentage.


 


“Event
of Default” has the meaning assigned to such term in Article VII.


 


“Excluded
Taxes” means, with respect to the Administrative Agent, any Lender, or any
other recipient of any payment to be made by or on account of any obligation of
the Borrower hereunder, (a) income or franchise taxes imposed on (or
measured by) its net income by the United States of America, or by the
jurisdiction under the laws of which such recipient is organized or in which
its principal office is located or, in the case of any Lender, in which its
applicable lending office is located, (b) any backup withholding or branch
profits taxes imposed by the United States of America or any similar tax
imposed by any other jurisdiction in which the Borrower is located, (c) in
the case of a Foreign Lender (other than an assignee pursuant to a request by
the Borrower under Section 2.15(b)), any withholding tax that is
imposed on amounts payable to such Foreign Lender at the time such Foreign
Lender becomes a party to this Agreement or is attributable to such Foreign
Lender’s failure or inability to comply with Section 2.13(e),
except to the extent that such Foreign Lender’s assignor (if any) was entitled,
at the time of assignment, to receive additional amounts from the Borrower with
respect to such withholding tax pursuant to Section 2.13(a) and
(d) any withholding taxes and any penalties and interest with respect
thereto that are imposed as a result of the failure by a Lender that is either
a “foreign financial institution” or a “non-financial foreign entity” (each
within the meaning of Sections 1471 through 1474 of the Code and any
regulations promulgated thereunder) to comply with the 


 


9

















 


requirements
of Sections 1471 through 1474 of the Code (including any successor provisions
thereof) and any regulations promulgated thereunder or official interpretations
thereof to establish an exemption from withholding thereunder.


 


“Existing
Credit Agreement” means the Credit Agreement, dated as of October 5,
2009, among the Borrower, certain financial institutions party thereto as
lenders and Bank of America, N.A., as administrative agent for such lenders.


 


“Federal
Funds Effective Rate” means, for any day, the rate per annum equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day; provided that (a) if such day is not a
Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Business Day as so published on the next
succeeding Business Day, and (b) if no such rate is so published on such
next succeeding Business Day, the Federal Funds Effective Rate for such day
shall be the average rate (rounded upward, if necessary, to a whole multiple of
1/100 of 1%) charged to Bank of America on such day on such transactions as
determined by the Administrative Agent.


 


“Fee
Letter” means the letter agreement, dated as of July 6, 2010, among
the Borrower, the Administrative Agent and the Arranger.


 


“Financial
Officer” means the chief financial officer, principal accounting officer,
treasurer or controller of the Borrower.


 


“Foreign
Lender” means any Lender that is organized under the laws of a jurisdiction
other than that in which the Borrower is located.  For purposes of this definition, the United
States of America, each State thereof and the District of Columbia shall be
deemed to constitute a single jurisdiction.


 


“Fund”
means any Person (other than a natural person) that is (or will be) engaged in
making, purchasing, holding or otherwise investing in commercial loans and
similar extensions of credit in the ordinary course of its activities.


 


“GAAP”
means generally accepted accounting principles in the United States of America.


 


“Governmental
Authority” means the government of the United States of America, any other
nation or any political subdivision thereof, whether state or local, and any
agency, authority, instrumentality, regulatory body (including self-regulatory
body), court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government, including, in any event, the SEC and any applicable
state securities commission or similar body.


 


10






 












 


“Guarantee”
of or by any Person (the “guarantor”) means any obligation, contingent
or otherwise, of the guarantor guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation of any other Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any
obligation of the guarantor, direct or indirect, (a) to purchase or pay
(or advance or supply funds for the purchase or payment of) such Indebtedness
or other obligation or to purchase (or to advance or supply funds for the
purchase of) any security for the payment thereof, (b) to purchase or
lease property, securities or services for the purpose of assuring the owner of
such Indebtedness or other obligation of the payment thereof, (c) to maintain
working capital, equity capital or any other financial statement condition or
liquidity of the primary obligor so as to enable the primary obligor to pay
such Indebtedness or other obligation, or (d) as an account party in
respect of any letter of credit or letter of guaranty issued to support such
Indebtedness or obligation; provided, that the term Guarantee shall not
include endorsements for collection or deposit in the ordinary course of
business.


 


“Hazardous
Materials” means all explosive or radioactive substances or wastes and all
hazardous or toxic substances, wastes or other pollutants, including petroleum
or petroleum distillates, asbestos or asbestos containing materials,
polychlorinated biphenyls, radon gas, infectious or medical wastes and all
other substances or wastes of any nature regulated pursuant to any
Environmental Law.


 


“Hedging
Agreement” means any interest rate protection agreement, foreign currency
exchange agreement, commodity price protection agreement or other interest or
currency exchange rate or commodity price hedging arrangement.


 


“Increase
Effective Date” has the meaning specified in Section 2.16(a).


 


“Increasing
Lender” has the meaning specified in Section 2.16(a).


 


“Indebtedness”
of any Person means, without duplication, (a) all obligations of such
Person for borrowed money or with respect to deposits or advances of any kind, (b) all
obligations of such Person evidenced by bonds, debentures, notes or similar
instruments, (c) all obligations of such Person upon which interest
charges are customarily paid, (d) all obligations of such Person under
conditional sale or other title retention agreements relating to property
acquired by such Person, (e) all obligations of such Person in respect of
the deferred purchase price of property or services (excluding current accounts
payable incurred in the ordinary course of business), (f) all Indebtedness
of others secured by (or for which the holder of such Indebtedness has an
existing right, contingent or otherwise, to be secured by) any Lien on property
owned or acquired by such Person, whether or not the Indebtedness secured
thereby has been assumed, (g) all Capital Lease Obligations of such Person
(but, for the avoidance of doubt, excluding any operating lease obligations), (h) all
obligations, contingent or otherwise, of such Person as an account party in
respect of letters of credit and letters of guaranty, (i) all obligations,
contingent or otherwise, of such Person in respect of bankers’ acceptances, (j) net
liabilities of such Person under Hedging Agreements, and (k) all
Guarantees by such Person in respect of any of the foregoing.  The Indebtedness of any Person shall include
the Indebtedness 


 


11

















 


of
any other entity (including any partnership in which such Person is a general
partner) to the extent such Person is liable therefor as a result of such
Person’s ownership interest in or other relationship with such entity, except
to the extent the terms of such Indebtedness provide that such Person is not
liable therefor.


 


“Indemnified
Taxes” means Taxes other than Excluded Taxes.


 


“Interest
Payment Date” means (a) with respect to any ABR Loan, the last
Business Day of each March, June, September and December and the
Revolving Credit Termination Date, and (b) with respect to any Eurodollar
Loan, the last day of the Interest Period applicable to such Loan and the
Revolving Credit Termination Date and, in the case of a Eurodollar Loan with an
Interest Period of more than three months’ duration, each day prior to the last
day of such Interest Period that occurs at intervals of three months’ duration,
after the first day of such Interest Period.


 


“Interest
Period” means, with respect to any Eurodollar Loan, the period commencing
on the date such Eurodollar Loan is disbursed or converted to or continued as a
Eurodollar Loan and ending on the date that is one, two, three or six months
thereafter, as the Borrower may elect; provided, that (a) if any
Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day, (b) any
Interest Period that commences on the last Business Day of a calendar month (or
on a day for which there is no numerically corresponding day in the last
calendar month of such Interest Period) shall end on the last Business Day of
the last calendar month of such Interest Period, and (c) any Interest
Period that would otherwise extend beyond the Revolving Credit Termination Date
shall end on the Revolving Credit Termination Date or such date of final
payment, as the case may be.


 


“Lenders”
has the meaning specified in the introductory paragraph hereto.


 


“LIBO
Rate” means, (a) with respect to any Eurodollar Loan for any Interest
Period, the rate per annum equal to the British Bankers Association LIBOR Rate
(“BBA LIBOR”), as published by Reuters (or other commercially available
source providing quotations of BBA LIBOR as designated by the Administrative
Agent from time to time) at approximately 11:00 a.m., London time, two
Business Days prior to the commencement of such Interest Period, for dollar
deposits (for delivery on the first day of such Interest Period) with a term
equivalent to such Interest Period.  If
such rate is not available at such time for any reason, then the “LIBO Rate”
for such Interest Period shall be the rate per annum determined by the Administrative
Agent to be the rate at which deposits in dollars for delivery on the first day
of such Interest Period in same day funds in the approximate amount of the
Eurodollar Loan being made, continued or converted by Bank of America and with
a term equivalent to such Interest Period would be offered by Bank of America’s
London Branch to major banks in the London interbank eurodollar market at their
request at approximately 11:00 a.m. (London time) two Business Days prior
to the commencement of such Interest Period; and


 


12

















 


(b) for
any interest calculation with respect to clause (c) of the definition of “Alternate
Base Rate” on any date, the rate per annum equal to (i) BBA LIBOR, at
approximately 11:00 a.m., London time determined two London Banking Days
prior to such date for Dollar deposits being delivered in the London interbank
market for a term of one month commencing that day or (ii) if such
published rate is not available at such time for any reason, the rate per annum
determined by the Administrative Agent to be the rate at which deposits in
Dollars for delivery on the date of determination in same day funds in the
approximate amount of the ABR Loan being made or maintained and with a term
equal to one month would be offered by Bank of America’s London Branch to major
banks in the London interbank Eurodollar market at their request at the date
and time of determination.


 


“Lien”
means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge,
hypothecation, encumbrance, charge or security interest in, on or of such
asset, (b) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement (or any financing lease
having substantially the same economic effect as any of the foregoing) relating
to such asset, and (c) in the case of securities, any purchase option,
call or similar right of a third party with respect to such securities.


 


“Loans”
means the loans made by the Lenders to the Borrower pursuant to this Agreement.


 


“Loan
Documents” means this Agreement, each Note and the Fee Letter.


 


“Management
Contract” means an agreement, written or oral, pursuant to which the
Borrower or any Subsidiary of the Borrower provides (a) investment advisory,
management or administrative services to a W&R Fund, or (b) investment
advisory or management services to any Person, including, without limitation,
unregistered investment companies and personal or corporate investment
accounts.


 


“Material
Adverse Effect” means a material adverse effect on (a) the business,
assets, property, prospects or condition, financial or otherwise, of the
Borrower and its Subsidiaries taken as a whole, or (b) the validity or
enforceability of this Agreement or the other Loan Documents or the rights or
remedies of the Administrative Agent or the Lenders hereunder or thereunder.


 


“Material
Indebtedness” means Indebtedness (other than the Loans), or obligations in
respect of one or more Hedging Agreements, of any one or more of the Borrower
and its Subsidiaries in an aggregate principal amount exceeding
$10,000,000.  For purposes of determining
Material Indebtedness, the “principal amount” of the obligations of the
Borrower or any Subsidiary in respect of any Hedging Agreement at any time
shall be the maximum aggregate amount (giving effect to any netting agreements)
that the Borrower or such Subsidiary would be required to pay if such Hedging
Agreement were terminated at such time.


 


“Moody’s”
means Moody’s Investors Service, Inc. and any successor thereto.


 


13

















 


“Multiemployer
Plan” means any employee benefit plan of the type described in
Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA
Affiliate makes or is obligated to make contributions, or during the preceding
five plan years, has made or been obligated to make contributions.


 


“Multiple
Employer Plan” means a Plan which has two or more contributing sponsors
(including the Borrower or any ERISA Affiliate) at least two of whom are not
under common control, as such a plan is described in Section 4064 of
ERISA.


 


“Net
Asset Value” means, at any date of determination and with respect to any
investment company or account manager, the “current net asset” value (as
defined in Rule 2a-4 under the Investment Company Act of 1940, as
amended), in the aggregate, of all outstanding redeemable securities issued by
such investment company at such date.


 


“Note”
means a promissory note made by the Borrower in favor of a Lender evidencing Loans
made by such Lender, substantially in the form of Exhibit B.


 


“Other
Taxes” means any and all present or future stamp or documentary taxes or
any other excise or property taxes, charges or similar levies arising from any
payment made under the Loan Documents or from the execution, delivery or
enforcement of, or otherwise with respect to, the Loan Documents.


 


“Participant”
has the meaning specified in Section 9.04(d).


 


“Participating
Lender” has the meaning specified in Section 2.16(a).


 


“PBGC”
means the Pension Benefit Guaranty Corporation referred to and defined in ERISA
and any successor entity performing similar functions.


 


“Pension
Act” means the Pension Protection Act of 2006.


 


“Pension
Funding Rules” means the rules of the Code and ERISA regarding minimum
required contributions (including any installment payment thereof) to Pension
Plans and set forth in, with respect to plan years ending prior to the
effective date of the Pension Act, Section 412 of the Code and Section 302
of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412,
430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.


 


“Pension
Plan” means any employee pension benefit plan (including a Multiple
Employer Plan or a Multiemployer Plan) that is maintained or is contributed to
by the Borrower and any ERISA Affiliate and is either covered by Title IV of
ERISA or is subject to the minimum funding standards under Section 412 of
the Code.


 


“Permitted
Acquisition” means an acquisition of a Person, or the assets of a Person or
a line of business of a Person, in the same or a related line of business as
the Borrower, provided that after giving effect to such acquisition (a) no
Default or Event of Default shall have 


 


14

















 


occurred
and be continuing, (b) the Borrower shall be in compliance, on a pro
forma basis, as of the end of the most recent fiscal quarter of the
Borrower with the provisions of Section 6.01 after giving effect to
such acquisition and the incurrence of any Indebtedness in connection
therewith, and (c) in the case of an acquisition involving aggregate
consideration valued at $20,000,000 or more, at least three Business Days prior
to the date of such acquisition, the Borrower shall have furnished to the
Administrative Agent and the Lenders a compliance certificate to the effect of clauses
(a) and (b) showing in reasonable detail the calculations
supporting the determination of compliance, on such a pro  forma
basis, with such provisions.


 


“Permitted
Encumbrances” means:


 


(a)           Liens imposed by law for taxes that are not yet due or are
being contested in compliance with Section 5.04;


 


(b)           Carriers’, warehousemen’s, mechanics’, materialmen’s,
repairmen’s and other like Liens imposed by law, arising in the ordinary course
of business and securing obligations that are not overdue by more than 30 days
or are being contested in compliance with Section 5.04;


 


(c)           pledges and deposits made in the ordinary course of
business in compliance with workers’ compensation, unemployment insurance and
other social security laws or regulations;


 


(d)           deposits to secure the performance of bids, trade
contracts, leases, statutory obligations, surety and appeal bonds, performance
bonds and other obligations of a like nature, in each case in the ordinary
course of business;


 


(e)           easements, zoning restrictions, rights-of-way and similar
encumbrances on real property imposed by law or arising in the ordinary course
of business that do not secure any monetary obligations and do not materially
detract from the value of the affected property or interfere with the ordinary
conduct of business of the Borrower or any Subsidiary; and


 


(f)            judgment Liens in respect of judgments that do not
constitute an Event of Default under clause (k) of Article VII,
so long as such judgment Liens are not in effect for more than 45 days;


 


provided that the term “Permitted
Encumbrances” shall not include any Lien securing Indebtedness.


 


“Person”
means any natural person, corporation, limited liability company, trust, joint
venture, association, company, partnership, Governmental Authority or other
entity.


 


“Plan”
means any employee benefit plan within the meaning of Section 3(3) of
ERISA (including a Pension Plan), maintained for employees of the Borrower or
any ERISA Affiliate or any such Plan to which the Borrower or any ERISA
Affiliate is required to contribute on behalf of any of its employees.


 


15

















 


“Prime
Rate” means the rate of interest in effect for such day as publicly
announced from time to time by Bank of America as its “prime rate.”  The “prime rate” is a rate set by Bank of
America based upon various factors including Bank of America’s costs and
desired return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above, or below
such announced rate.  Any change in such
rate announced by Bank of America shall take effect at the opening of business
on the day specified in the public announcement of such change.


 


“Reference
Period” means, at any date of determination, the most recently completed
four fiscal quarters of the Borrower.


 


“Register”
has the meaning set forth in Section 9.04.


 


“Related
Parties” means, with respect to any Person, such Person’s Affiliates and
the partners, directors, officers, employees, agents, trustees and advisors of
such Person and of such Person’s Affiliates.


 


“Reportable
Event” means any of the events set forth in Section 4043(c) of
ERISA, other than events for which the 30 day notice period has been waived.


 


“Required
Lenders” means Lenders having Revolving Credit Exposures and unused
Commitments representing at least 51% of the sum of the aggregate Revolving
Credit Exposures and unused Commitments of all Lenders at such time; provided
that the unused Commitment of, and the portion of the aggregate Revolving
Credit Exposures held or deemed held by, any Defaulting Lender shall be
excluded for purposes of making a determination of Required Lenders.


 


“Requirement
of Law” means, as to any Person, the Certificate of Incorporation and
By-Laws or other organizational or governing documents of such Person, and any
law, treaty, rule or regulation or determination, order, injunction, writ
or decree of an arbitrator or a court or other Governmental Authority, in each
case applicable to or binding upon such Person or any of its property or to
which such Person or any of its property is subject.


 


“Restricted
Payment” means (a) any dividend or other distribution (whether in
cash, securities or other property) with respect to any shares of any class of
capital stock of the Borrower or any Subsidiary, or (b) any payment
(whether in cash, securities or other property), including any sinking fund or
similar deposit, for (i) the purchase, redemption, retirement,
acquisition, cancellation or termination of any shares of the Borrower’s
capital stock, or (ii) any option, warrant or other right to acquire any
shares of the Borrower’s capital stock.


 


“Revenue
Base” means the sum of (a) the product of (i) with respect to
each W&R Fund, the Net Asset Value of the W&R Fund on the date of
calculation and with respect to assets managed for other entities, the market
value or Net Asset Value of such assets on the date of calculation, and (ii) the
rate provided for in the applicable Management Contract for 


 


16

















 


determining
the annual fee required for such advisory, management or administrative
services on such date, and (b) Distribution Fees for such W&R Fund.


 


“Revolving
Borrowing Request” means a notice of (a) a Borrowing, (b) a
conversion of Loans from one Type to the other, or (c) a continuation of
Eurodollar Loans, pursuant to Section 2.03, which, if in writing,
shall be substantially in the form of Exhibit D.


 


“Revolving
Credit Exposure” means, with respect to any Lender at any time, the sum of
the outstanding principal amount of such Lender’s Loans at such time.


 


“Revolving
Credit Termination Date” means August 30, 2013 or such earlier date as
the Commitments shall terminate pursuant to the terms hereof (or, if such day
is not a Business Day, the next preceding Business Day).


 


“SEC”
means the Securities and Exchange Commission, or any Governmental Authority
succeeding to any of its principal functions.


 


“Senior
Financial Officer” means the chief executive officer, president, chief
financial officer, principal accounting officer, treasurer or controller of the
Borrower.


 


“Senior
Notes” means the senior notes of the Borrower issued pursuant to the Senior
Note Agreement.


 


“Senior
Note Agreement” means that certain Note Purchase Agreement, dated as of August 31,
2010, among the Borrower and each of the purchasers identified on the signature
pages thereof.


 


“S&P”
means Standard & Poor’s Ratings Services, a division of The
McGraw-Hill Companies, Inc., and any successor thereto.


 


“subsidiary”
means, with respect to any Person (the “parent”) at any date, any
corporation, limited liability company, partnership, association or other entity
the accounts of which would be consolidated with those of the parent in the
parent’s consolidated financial statements if such financial statements were
prepared in accordance with GAAP as of such date, as well as any other
corporation, limited liability company, partnership, association or other
entity (a) of which securities or other ownership interests representing
more than 50% of the equity or more than 50% of the ordinary voting power or,
in the case of a partnership, more than 50% of the general partnership
interests are, as of such date, owned, controlled or held, or (b) that is,
as of such date, otherwise Controlled, by the parent or one or more
subsidiaries of the parent or by the parent and one or more subsidiaries of the
parent.


 


“Subsidiary”
means any subsidiary of the Borrower.


 


“Taxes”
means all present or future taxes, levies, imposts, duties, deductions,
withholdings (including backup withholding), assessments, fees or other charges
imposed by any Governmental Authority, including any interest, additions to tax
or penalties applicable thereto.


 


17

















 


“Transactions”
means the execution, delivery and performance by the Borrower of the Loan
Documents, the borrowing of Loans and the use of the proceeds thereof.


 


“Type”
when used in reference to any Loan, refers to whether the rate of interest on
such Loan is determined by reference to the Adjusted LIBO Rate or the Alternate
Base Rate.


 


“W&R
Fund” means all closed-end funds and open-end mutual funds sponsored by the
Borrower or any of its Subsidiaries or for which the Borrower or any of its
Subsidiaries provides investment advisory, management, administrative,
supervisory, consulting, underwriting or similar services.


 


“Withdrawal
Liability” means liability to a Multiemployer Plan as a result of a
complete or partial withdrawal from such Multiemployer Plan, as such terms are
defined in Part I of Subtitle E of Title IV of ERISA.


 


SECTION 1.02. 
Terms Generally.  The
definitions of terms herein shall apply equally to the singular and plural
forms of the terms defined.  Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms.  The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without
limitation”.  The word “will” shall be
construed to have the same meaning and effect as the word “shall”.  Unless the context requires otherwise (a) any
definition of or reference to any agreement, instrument or other document herein
shall be construed as referring to such agreement, instrument or other document
as from time to time amended, supplemented or otherwise modified (subject to
any restrictions on such amendments, supplements or modifications set forth
herein), (b) any reference herein to any Person shall be construed to
include such Person’s successors and assigns, (c) the words “herein”, “hereof”
and “hereunder”, and words of similar import, shall be construed to refer to
this Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement, and (e) the words “asset” and “property” shall be construed
to have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and
contract rights.


 


SECTION 1.03. 
Accounting Terms; GAAP. 
Except as otherwise expressly provided herein, all terms of an
accounting or financial nature shall be construed in accordance with GAAP, as
in effect from time to time; provided that, if the Borrower notifies the
Administrative Agent that the Borrower requests an amendment to any provision
hereof to eliminate the effect of any change occurring after the date hereof in
GAAP or in the application thereof on the operation of such provision (or if
the Administrative Agent notifies the Borrower that the Required Lenders
request an amendment to any provision hereof for such purpose), regardless of
whether any such notice is given before or after such change in GAAP or in the
application thereof, then such provision shall be interpreted on the basis of
GAAP as in effect and applied immediately before such change shall have become
effective until such notice shall have been withdrawn or such provision amended
in accordance herewith.


 


18

















 


ARTICLE II


 


The Credits


 


SECTION 2.01. 
Commitments.  Subject to
the terms and conditions set forth herein, each Lender severally agrees to make
Loans to the Borrower from time to time during the Availability Period in an
aggregate principal amount that will not result in such Lender’s Revolving
Credit Exposure exceeding such Lender’s Commitment; provided, however,
that after giving effect to any Borrowing, the aggregate Revolving Credit
Exposures of all Lenders shall not exceed the aggregate Commitments of all
Lenders then in effect.  Within the
foregoing limits and subject to the terms and conditions set forth herein, the
Borrower may borrow, prepay and reborrow Loans. 
Loans may be ABR Loans or Eurodollar Loans, as further provided herein.


 


SECTION 2.02. 
Loans and Borrowings.  (a) 
Each Loan to be made as a part of a Borrowing, continuation or conversion of
Loans shall be made by the Lenders ratably in accordance with their Applicable
Percentage.  The failure of any Lender to
make any Loan required to be made by it shall not relieve any other Lender of
its obligations hereunder.


 


(b)           Subject to Section 2.10,
each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as
the Borrower may request in accordance herewith.  Each Lender at its option may make any
Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such
Lender to make such Loan; provided that any exercise of such option
shall not affect the obligation of the Borrower to repay such Loan in
accordance with the terms of this Agreement.


 


(c)           Each Borrowing of, conversion to, or continuation of
Eurodollar Loans shall be in a principal amount of $5,000,000 or a whole
multiple of $1,000,000 in excess thereof. 
Each Borrowing of or conversion to ABR Loans shall be in a principal
amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided
that a Borrowing of ABR Loans may be in an aggregate amount that is equal to
the entire unused balance of the aggregate Commitments.  Borrowings of more than one Type may be
outstanding at the same time; provided that there shall not at any time
be more than a total of ten (10) Interest Periods in effect with respect
to Eurodollar Loans.


 


(d)           Notwithstanding any other provision of this Agreement, the
Borrower shall not be entitled to request, or to elect to convert or continue,
any Eurodollar Loan if the Interest Period requested with respect thereto would
end after the Revolving Credit Termination Date.


 


SECTION 2.03. 
Requests for Borrowings, Conversions and Continuations of Loans.  Each Borrowing, each conversion of Loans from
one Type to the other, and each continuation of Eurodollar Loans shall be made
upon the Borrower’s irrevocable notice to the Administrative Agent, which may
be given by telephone.  Each such notice
must be received by the Administrative Agent not later than 10:00 a.m.,
New York City time (a) three (3) Business Days before the date of the
proposed Borrowing of, conversion to or continuation of Eurodollar 


 


19

















 


Loans
or of any conversion of Eurodollar Loans to ABR Loans, or (b) one (1) Business
Day before the date of the proposed Borrowing of any ABR Loans.  Each telephonic notice by the Borrower
pursuant to this Section 2.03 must be confirmed promptly by
delivery to the Administrative Agent of a written Revolving Borrowing Request,
appropriately completed and signed by a Financial Officer of the Borrower.  Each such telephonic and written Revolving
Borrowing Request shall specify the following information in compliance with Section 2.02:


 


(i)            whether the Borrower is requesting a Borrowing, a
conversion of Loans from one Type to the other, or a continuation of Eurodollar
Loans;


 


(ii)           the aggregate amount of the Loans to be borrowed,
converted or continued;


 


(iii)          the date (which shall be a Business Day) of such Borrowing,
conversion or continuation, as the case may be;


 


(iv)          the Type of Loans to be borrowed or to which existing Loans
are to be converted;


 


(v)           in the case of a Borrowing of, conversion to, or
continuation of Eurodollar Loans, the duration of the Interest Period to be
applicable thereto, which shall be a period contemplated by the definition of
the term “Interest Period”; and


 


(vi)          the location and number of the Borrower’s account to which
Loans are to be disbursed, which shall comply with the requirements of Section 2.04.


 


If
no election as to the Type of Loan is specified in a Revolving Borrowing
Request or if the Borrower fails to give a timely notice requesting a
conversion or continuation, then the applicable Loan shall be made as, or
converted to, an ABR Loan.  Any such
automatic conversion to an ABR Loan shall be effective as of the last day of
the Interest Period then in effect with respect to the applicable Eurodollar
Loan.  If the Borrower requests a
Borrowing of, conversion to, or continuation of a Eurodollar Loan, but fails to
specify an Interest Period, then the Borrower shall be deemed to have selected
an Interest Period of one month’s duration.


 


After
the occurrence and during the continuance of an Event of Default, no Loans may
be requested as, converted to or continued as Eurodollar Loans without the
consent of the Required Lenders.


 


Promptly
following receipt of a Revolving Borrowing Request in accordance with this
Section, the Administrative Agent shall advise each Lender of the details thereof
and of the amount of such Lender’s Loan to be made as part of the requested
Borrowing, conversion or continuation, and if no timely notice of a conversion
or continuation is provided by the Borrower, the Administrative Agent shall
notify each Lender of the details of any automatic conversion to ABR Loans
described in this Section.


 


20
















 


SECTION 2.04. 
Funding of Borrowings.  (a) 
Each Lender shall make each Loan to be made by it hereunder on the proposed
date thereof in immediately available funds by 12:00 noon, New York City time,
at the Administrative Agent’s Office. 
Upon satisfaction of the applicable conditions set forth in Section 4.02,
the Administrative Agent will make such Loans available to the Borrower in like
funds as received by the Administrative Agent either by (i) crediting the
account of the Borrower on the books of the Administrative Agent with the
amount of such funds or (ii) wire transfer of such funds, in each case in
accordance with instructions provided to (and reasonably acceptable to) the
Administrative Agent by the Borrower in the applicable Revolving Borrowing Request.


 


(b)           The Administrative Agent shall promptly notify the
Borrower and the Lenders of the interest rate applicable to any Interest Period
for Eurodollar Loans upon determination of such interest rate.  At any time that ABR Loans are outstanding,
the Administrative Agent shall notify the Borrower and the Lenders of any
change in the Prime Rate used in determining the Alternate Base Rate promptly
following the public announcement of such change.


 


(c)           Unless the Administrative Agent shall have received notice
from a Lender prior to the proposed date of any Borrowing that such Lender will
not make available to the Administrative Agent such Lender’s share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section and
may, in its sole discretion, in reliance upon such assumption, make available
to the Borrower a corresponding amount. 
In such event, if a Lender has not in fact made its share of the
applicable Borrowing available to the Administrative Agent, then the applicable
Lender and the Borrower severally agree to pay to the Administrative Agent
forthwith on demand such corresponding amount with interest thereon, for each
day from and including the date such amount is made available to the Borrower
to but excluding the date of payment to the Administrative Agent, at (i) in
the case of such Lender, the greater of the Federal Funds Effective Rate and a
rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation, plus any administrative, processing or
similar fees customarily charged by the Administrative Agent in connection with
the foregoing, or (ii) in the case of the Borrower, the interest rate
applicable to ABR Loans.  If the Borrower
and such Lender shall pay such interest to the Administrative Agent for the
same or an overlapping period, the Administrative Agent shall promptly remit to
the Borrower the amount of such interest paid by the Borrower for such
period.  If such Lender pays such amount
to the Administrative Agent, then such amount shall constitute such Lender’s
Loan included in such Borrowing.  A
notice of the Administrative Agent to any Lender or the Borrower with respect
to any amount owing under this subsection (c) shall be conclusive,
absent manifest error.


 


(d)           If any Lender makes available to the Administrative Agent
funds for any Loan to be made by such Lender as provided in the foregoing
provisions of this Section 2.04, and such funds are not made
available to the Borrower by the Administrative Agent because the conditions to
the applicable Borrowing set forth in Article IV are not satisfied
or waived in accordance with the terms hereof, the Administrative Agent shall
return such funds (in like funds as received from such Lender) to such Lender,
without interest.


 


21

















 


(e)           Nothing herein shall be deemed to obligate any Lender to
obtain the funds for any Loan in any particular place or manner or to
constitute a representation by any Lender that it has obtained or will obtain
the funds for any Loan in any particular place or manner.


 


SECTION 2.05. 
Termination and Reduction of Commitments.  (a)  Unless previously terminated, the
Commitments shall terminate on the Revolving Credit Termination Date.


 


(b)           The Borrower may, upon notice to the Administrative Agent
pursuant to Section 2.05(c), at any time terminate, or from time to
time reduce, the Commitments; provided that (i) each reduction of the
Commitments shall be in an amount that is an integral multiple of $1,000,000
and not less than $10,000,000, and (ii) the Borrower shall not terminate
or reduce the Commitments if, after giving effect to any concurrent prepayment
of the Loans in accordance with Section 2.07, the aggregate
Revolving Credit Exposures of all Lenders would exceed the aggregate
Commitments of all Lenders then in effect.


 


(c)           The Borrower shall notify the Administrative Agent of any
election to terminate or reduce the Commitments under paragraph (b) of
this Section at least three (3) Business Days prior to the effective
date of such termination or reduction, specifying such election and the
effective date thereof.  Promptly
following receipt of any notice, the Administrative Agent shall advise the
Lenders of the contents thereof.  Each
notice delivered by the Borrower pursuant to this Section shall be
irrevocable; provided that a notice of termination of the Commitments
delivered by the Borrower may state that such notice is conditioned upon the
effectiveness of other credit facilities, in which case such notice may be
revoked by the Borrower (by notice to the Administrative Agent on or prior to
the specified effective date) if such condition is not satisfied.  Any termination or reduction of the
Commitments shall be permanent.  Each
reduction of the Commitments shall be made ratably among the Lenders in
accordance with their Applicable Percentage. 
All fees accrued until the effective date of any termination of the
Commitments shall be paid on the effective date of such termination.


 


SECTION 2.06. 
Repayment of Loans; Evidence of Debt.  (a)  The Borrower hereby unconditionally
promises to pay to the Administrative Agent for the account of each Lender the
then unpaid principal amount of each Loan on the Revolving Credit Termination
Date (or such earlier date on which the Loans become due and payable pursuant
to Article VII).


 


(b)           Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the indebtedness of the Borrower to
such Lender resulting from each Loan made by such Lender, including the amounts
of principal and interest payable and paid to such Lender from time to time
hereunder.


 


(c)           The Administrative Agent shall maintain accounts in which
it shall record (i) the amount of each Loan made hereunder, the Type
thereof and the Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder, and (iii) the amount of any sum
received 


 


22

















 


by the Administrative Agent hereunder for the
account of the Lenders and each Lender’s share thereof.


 


(d)           The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section shall be prima  facie
evidence of the existence and amounts of the obligations recorded therein; provided
that the failure of any Lender or the Administrative Agent to maintain such
accounts or any error therein shall not in any manner limit or otherwise affect
the obligation of the Borrower to repay the Loans in accordance with the terms
of this Agreement.  In the event of any
conflict between the accounts and records maintained by any Lender and the
accounts and records of the Administrative Agent in respect of such matters,
the accounts and records of the Administrative Agent shall control in the
absence of manifest error.


 


(e)           Upon the request of any Lender made through the
Administrative Agent, the Borrower shall execute and deliver to such Lender
(through the Administrative Agent) a Note, which shall evidence such Lender’s
Loans in addition to such accounts or records maintained pursuant to paragraph
(b).  Each Lender may attach schedules to
its Note and endorse thereon the date, Type (if applicable), amount and
maturity of its Loans and payments with respect thereto.


 


SECTION 2.07.  Prepayment of Loans.  (a)  The Borrower shall have the right
at any time and from time to time to prepay any Loans in whole or in part,
subject to prior notice in accordance with paragraph (b) of this Section.


 


(b)           The Borrower shall notify the Administrative Agent by
telephone (confirmed by telecopy) of any prepayment hereunder (i) in the
case of prepayment of a Eurodollar Loan, not later than 11:00 a.m., New
York City time, three (3) Business Days before the date of prepayment, or (ii) in
the case of prepayment of an ABR Loan, not later than 11:00 a.m., New York
City time, one (1) Business Day before the date of prepayment.  Each such notice shall be irrevocable and
shall specify the prepayment date and the principal amount of the Loans to be
prepaid and the Type(s) of Loans to be prepaid and, if Eurodollar Loans
are to be prepaid, the Interest Period(s) of such Loans; provided
that, if a notice of prepayment is given in connection with a conditional
notice of termination of the Commitments as contemplated by Section 2.05,
then such notice of prepayment may be revoked if such notice of termination is
revoked in accordance with Section 2.05.  Promptly following receipt of any such
notice, the Administrative Agent shall advise the Lenders of the contents
thereof and of the amount of such Lender’s ratable share of such
prepayment.  Each partial prepayment of
any Loans shall be in an amount that would be permitted in the case of an
advance of a Borrowing of the same Type as provided in Section 2.02.  Any prepayment of a Eurodollar Loan shall be
accompanied by all accrued interest on the amount prepaid as required pursuant
to Section 2.09(d), together with any additional amounts required
pursuant to Section 2.12. 
Each such prepayment shall be applied to the Loans of the Lenders
ratably in accordance with their respective Revolving Credit Exposure.


 


(c)           If for any reason the aggregate
Revolving Credit Exposures of all Lenders at any time exceeds the aggregate
Commitments of all Lenders then in effect, the Borrower shall immediately
prepay Loans in an aggregate amount equal to such excess.


 


23

















 


SECTION 2.08. 
Fees.  (a)  The
Borrower agrees to pay to the Administrative Agent for the account of each
Lender, a facility fee which shall accrue at the Applicable Rate on the daily
amount of the Commitment of such Lender (whether used or unused), during the
Availability Period, including at any time during which one or more of the
conditions in Section 4.02 is not met; provided, however,
that (i) if such Lender continues to have any outstanding Loans after the
Availability Period, then such facility fee shall continue to accrue on the
daily amount of the outstanding Loans of such Lender from and including the
date on which the aggregate Commitments of all Lenders are terminated to, but
excluding, the date on which such Lender ceases to have any outstanding Loans
and (ii) if such Lender is a Defaulting Lender at any time, such facility
fee shall cease to accrue on, and the Borrower shall not be required to pay a
facility fee with respect to, the daily unused amount of the Commitment of such
Lender during such period of time such Lender is a Defaulting Lender.  Accrued facility fees shall be payable in
arrears on the last Business Day of March, June, September and December of
each year and on the date on which the Commitments terminate, commencing on the
first such date to occur after the Closing Date; provided that any
facility fees accruing after the date on which the aggregate Commitments
terminate shall be payable on demand. 
The facility fee owing with respect to each Lender shall be calculated
quarterly in arrears, and if there is any change in the Applicable Rate during
any quarter, the actual daily amount shall be computed and multiplied by the
Applicable Rate separately for each period during such quarter that such
Applicable Rate was in effect.  All facility
fees shall be computed on the basis of a year of 360 days and shall be payable
for the actual number of days elapsed (including the first day but excluding
the last day).


 


(b)           The Borrower shall pay to the Arranger and the
Administrative Agent, for their own respective accounts, fees in the amounts
and at the times specified in the Fee Letter. 
Such fees shall be fully earned when paid and shall not be refundable
for any reason whatsoever.


 


(c)           The Borrower shall pay to the Lenders such fees as shall have
been separately agreed upon in writing in the amounts and at the times so
specified.  Such fees shall be fully
earned when paid and shall not be refundable for any reason whatsoever.


 


SECTION 2.09. 
Interest.  (a) 
Subject to the provisions of subsection (c) below, the ABR Loans
shall bear interest at a rate per annum equal to the Alternate Base Rate plus
the Applicable Rate.


 


(b)           Subject to the provisions of subsection (c) below,
each Eurodollar Loan shall bear interest at a rate per annum equal to the
Adjusted LIBO Rate for the Interest Period in effect for such Eurodollar Loan
plus the Applicable Rate.


 


(c)           (i)            If any
amount of principal of any Loan is not paid when due (without regard to any
applicable grace periods), whether at stated maturity, by acceleration or
otherwise, such amount shall thereafter bear interest at a fluctuating interest
rate per annum at all times equal to the Default Rate to the fullest extent
permitted by applicable law.


 


(ii)           If any amount (other than principal of any Loan) payable
by the Borrower under any Loan Document is not paid when due (without regard to
any 


 


24

















 


applicable grace periods), whether at stated
maturity, by acceleration or otherwise, then upon the request of the Required
Lenders, such amount shall thereafter bear interest at a fluctuating interest
rate per annum at all times equal to the Default Rate to the fullest extent
permitted by applicable law.


 


(iii)          Upon the request of the Required Lenders, while any Event
of Default exists, the Borrower shall pay interest on the principal amount of
all outstanding Loans or any fee or other amount payable by the Borrower
hereunder at a fluctuating interest rate per annum at all times equal to the
Default Rate to the fullest extent permitted by applicable law.


 


(d)           Accrued interest on each Loan shall be payable in arrears
on each Interest Payment Date for such Loan; provided that (i) interest
accrued pursuant to subsection (c) of this Section shall be
payable on demand, (ii) in the event of any repayment or prepayment of any
Loan (other than a prepayment of an ABR Loan prior to the end of the
Availability Period), accrued interest on the principal amount repaid or
prepaid shall be payable on the date of such repayment or prepayment, (iii) in
the event of any conversion of any Eurodollar Loan prior to the end of the
Interest Period therefor, accrued interest on such Loan shall be payable on the
effective date of such conversion, and (iv) all accrued interest shall be
payable upon the Revolving Credit Termination Date.


 


(e)           All computations of interest for ABR Loans shall be
computed on the basis of a year of 365 days (or 366 days in a leap year), and
shall be payable for the actual number of days elapsed (including the first day
but excluding the last day).  All other
computations of interest shall be made on the basis of a 360-day year and
actual days elapsed (which results in more interest being paid than if computed
on the basis of a 365-day year). 
Interest shall accrue on each Loan for the day on which the Loan is
made, and shall not accrue on a Loan, or any portion thereof, for the day which
the Loan or such portion is paid; provided that any Loan that is repaid
on the same day on which it is made shall, subject to Section 2.14(a),
bear interest for one day.  The
applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be
determined by the Administrative Agent, and such determination shall be
conclusive absent manifest error.


 


SECTION 2.10. 
Alternate Rate of Interest. 
(a)  If, in connection with any request for a Eurodollar Loan or a
conversion to or continuation thereof, the Required Lenders determine that for
any reason (which determination shall be conclusive absent manifest error) that
(a) dollar deposits are not being offered to banks in the London interbank
eurodollar market for the applicable amount and Interest Period of such
Eurodollar Loan, (b) adequate and reasonable means do not exist for
ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for any
requested Interest Period with respect to a proposed Eurodollar Loan; or (c) the
Adjusted LIBO Rate or the LIBO Rate, as applicable, for any requested Interest
Period with respect to a proposed Eurodollar Loan will not adequately and
fairly reflect the cost to such Lenders of funding such Loan, then the
Administrative Agent shall give notice thereof to the Borrower and each Lender
by telephone or telecopy as promptly as practicable thereafter.  Until the Administrative Agent (upon the
instruction of the Required Lenders) revokes such notice, (i) any 


 


25

















 


Revolving
Borrowing Request that requests the conversion of any Loan to, or continuation
of any Loan as, a Eurodollar Loan shall be ineffective, and (ii) if any
Revolving Borrowing Request requests a Borrowing of Eurodollar Loans, such
Borrowing shall be made as an ABR Loan.


 


(b)           If any Lender determines that any law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender or its applicable lending office to make, maintain or fund
Eurodollar Loans, or to determine or charge interest rates based upon the LIBOR
Rate, or any Governmental Authority has imposed material restrictions on the
authority of such Lender to purchase or sell, or to take deposits of, dollars
in the London interbank market, then, on notice thereof by such Lender to the
Borrower through the Administrative Agent, any obligation of such Lender to
make or continue Eurodollar Loans or to convert ABR Loans to Eurodollar Loans
shall be suspended until such Lender notifies the Administrative Agent and the
Borrower that the circumstances giving rise to such determination no longer
exist.  Upon receipt of such notice, the
Borrower shall, upon demand from such Lender (with a copy to the Administrative
Agent), prepay or, if applicable, convert all Eurodollar Loans of such Lender
to ABR Loans, either on the last day of the Interest Period therefor, if such
Lender may lawfully continue to maintain such Eurodollar Loans to such day, or
immediately, if such Lender may not lawfully continue to maintain such
Eurodollar Loans.


 


SECTION 2.11. 
Increased Costs.  (a) 
If any Change in Law shall:


 


(i)        impose, modify
or deem applicable any reserve, special deposit, compulsory loan, insurance
charge or similar requirement against assets of, deposits with or for the
account of, or credit extended by, any Lender (except any such reserve
requirement reflected in the Adjusted LIBO Rate); or


 


(ii)       subject any
Lender to any tax of any kind whatsoever with respect to this Agreement or any
Eurodollar Loan made by it, or change the basis of taxation of payments to such
Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered
by Section 2.13 and the imposition of, or any change in the rate
of, any Excluded Tax payable by such Lender); or


 


(iii)      impose on any
Lender or the London interbank market any other condition affecting this
Agreement or Eurodollar Loans made by such Lender;


 


and
the result of any of the foregoing shall be to increase the cost to such Lender
of making or maintaining any Eurodollar Loan (or of maintaining its obligation
to make any such Loan) or to increase the cost to such Lender or to reduce the
amount of any sum received or receivable by such Lender hereunder (whether of
principal, interest or any other amount), then, upon request of such Lender,
the Borrower will pay to such Lender such additional amount or amounts as will
compensate such Lender for such additional costs incurred or reduction
suffered.


 


(b)           If any Lender determines that any Change in Law regarding
capital requirements has or would have the effect of reducing the rate of
return on such Lender’s capital or on the capital of such Lender’s holding
company, if any, as a consequence of this Agreement, 


 


26

















 


the Commitments of such Lender or the Loans made
hereunder, to a level below that which such Lender or such Lender’s holding
company could have achieved but for such Change in Law (taking into
consideration such Lender’s policies and the policies of such Lender’s holding
company with respect to capital adequacy), then from time to time the Borrower
will pay to such Lender such additional amount or amounts as will compensate
such Lender or such Lender’s holding company for any such reduction suffered.


 


(c)           A certificate of a Lender setting forth the amount or
amounts necessary to compensate such Lender or its holding company, as the case
may be, as specified in paragraph (a) or (b) of this Section shall
be delivered to the Borrower and shall be conclusive absent manifest
error.  The Borrower shall pay such
Lender the amount shown as due on any such certificate within ten (10) days
after receipt thereof.


 


(d)           Failure or delay on the part of any Lender to demand
compensation pursuant to this Section shall not constitute a waiver of
such Lender’s right to demand such compensation; provided that the
Borrower shall not be required to compensate a Lender pursuant to this Section for
any increased costs or reductions incurred more than six (6) months prior
to the date that such Lender notifies the Borrower of the Change in Law giving
rise to such increased costs or reductions and of such Lender’s intention to
claim compensation therefor; provided  further that, if the Change
in Law giving rise to such increased costs or reductions is retroactive, then
the six-month period referred to above shall be extended to include the period
of retroactive effect thereof.


 


(e)           Subject to Section 2.11(d), all of the
Borrower’s obligations under this Section 2.11 shall survive
termination of the Commitments, repayment of all Loans and other obligations
hereunder, and resignation of the Administrative Agent.


 


SECTION 2.12. 
Break Funding Payments.  In
the event of (a) the payment of any principal of any Eurodollar Loan other
than on the last day of an Interest Period applicable thereto (whether
voluntary, mandatory, by reason of acceleration, or otherwise), (b) the
conversion of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto (whether voluntary, mandatory, automatic, by reason
of acceleration, or otherwise), (c) the failure to borrow, convert,
continue or prepay any Loan on the date specified in any notice delivered
pursuant hereto (regardless of whether such notice is permitted to be revocable
under Section 2.07(b) and is revoked in accordance herewith),
or (d) the assignment of any Eurodollar Loan other than on the last day of
the Interest Period applicable thereto as a result of a request by the Borrower
pursuant to Section 2.15, then, in any such event, the Borrower
shall compensate each Lender for the loss, cost and expense attributable to
such event.  The Borrower shall also pay
any customary administrative fees charged by such Lender in connection with the
foregoing.  In the case of a Eurodollar
Loan, the loss to any Lender attributable to any such event shall be deemed to
include an amount determined by such Lender to be equal to the excess, if any,
of (i) the amount of interest that such Lender would pay for a deposit
equal to the principal amount of such Loan for the period from the date of such
payment, conversion, failure or assignment to the last day of the then current
Interest Period for such Loan (or, in the case of a failure to borrow, convert
or continue, the duration of the Interest Period that would have resulted from
such 


 


27

















 


borrowing,
conversion or continuation) if the interest rate payable on such deposit were
equal to the Adjusted LIBO Rate (in the case of a Eurodollar Loan) for such
Interest Period, over (ii) the amount of interest that such Lender would
earn on such principal amount for such period if such Lender were to invest
such principal amount for such period at the interest rate that would be bid by
such Lender (or an affiliate of such Lender) for dollar deposits from other
banks in the eurodollar market at the commencement of such period.  A certificate of any Lender setting forth any
amount or amounts that such Lender is entitled to receive pursuant to this Section shall
be delivered to the Borrower and shall be conclusive absent manifest
error.  The Borrower shall pay such
Lender the amount shown as due on any such certificate within ten (10) days
after receipt thereof.  All of the
Borrower’s obligations under this Section 2.12 shall survive
termination of the Commitments, repayment of all Loans and other obligations
hereunder, and resignation of the Administrative Agent.


 


SECTION 2.13. 
Taxes.  (a)  Any and
all payments by or an account of any obligation of the Borrower hereunder shall
be made free and clear of and without deduction for any Indemnified Taxes or
Other Taxes; provided that if the Borrower shall be required to deduct
any Indemnified Taxes or Other Taxes from such payments, then (i) the sum
payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section) the Administrative Agent or Lender (as the case may be) receives
an amount equal to the sum it would have received had no such deductions been
made, (ii) the Borrower shall make such deductions, and (iii) the
Borrower shall pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law.


 


(b)           In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.


 


(c)           (i) The Borrower shall indemnify the Administrative
Agent and each Lender within ten (10) days after written demand therefor,
for the full amount of any Indemnified Taxes or Other Taxes (including
Indemnified Taxes or Other Taxes imposed or asserted on or attributable to
amounts payable under this Section) paid by the Administrative Agent or such
Lender, as the case may be, and any penalties, interest and reasonable expenses
arising therefrom or with respect thereto, whether or not such Indemnified
Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority.  The Borrower
shall also, and does hereby, indemnify the Administrative Agent, and shall make
payment in respect thereof within ten (10) days after demand therefor, for
any amount which a Lender for any reason fails to pay indefeasibly to the
Administrative Agent as required by clause (ii) of this
subsection.  A certificate as to the
amount of such payment or liability delivered to the Borrower by a Lender or by
the Administrative Agent on its own behalf or on behalf of a Lender, shall be
conclusive absent manifest error.


 


(ii)       Without limiting the provisions of subsection (a), (b) or
(c) above, each Lender shall, and does hereby, indemnify the
Borrower and the Administrative Agent, and shall make payment in respect
thereof within ten (10) days after demand therefor, against any and all
Taxes and any and all related losses, claims, liabilities, 


 


28

















 


penalties, interest and
expenses (including the fees, charges and disbursements of any counsel for the
Borrower or the Administrative Agent) incurred by or asserted against the
Borrower or the Administrative Agent by any Governmental Authority as a result
of the failure by such Lender to deliver, or as a result of the inaccuracy,
inadequacy or deficiency of, any documentation required to be delivered by such
Lender to the Borrower or the Administrative Agent pursuant to subsection
(e).  Each Lender hereby authorizes
the Administrative Agent to set off and apply any and all amounts at any time
owing to such Lender under this Agreement or any other Loan Document against
any amount due to the Administrative Agent under this clause (ii).  The agreements in this clause (ii) shall
survive the resignation and/or replacement of the Administrative Agent, any
assignment of rights by, or the replacement of, a Lender.


 


(d)           As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower
shall deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy
of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.


 


(e)           (i)  Each Lender shall deliver to the Borrower and to
the Administrative Agent, at the time or times prescribed by applicable laws or
when reasonably requested by the Borrower or the Administrative Agent, such
properly completed and executed documentation prescribed by applicable laws or
by the taxing authorities of any jurisdiction and such other reasonably
requested information as will permit the Borrower or the Administrative Agent,
as the case may be, to determine (A) whether or not payments made
hereunder or under any other Loan Document are subject to Taxes, (B) if
applicable, the required rate of withholding or deduction, and (C) such
Lender’s entitlement to any available exemption from, or reduction of,
applicable Taxes in respect of all payments to be made to such Lender by the
Borrower pursuant to this Agreement or otherwise to establish such Lender’s
status for withholding tax purposes in the applicable jurisdiction.


 


(ii)           Without
limiting the generality of the foregoing, if the Borrower is resident for tax
purposes in the United States,


 


(A)          any Lender that is a “United States
person” within the meaning of Section 7701(a)(30) of the Code shall
deliver to the Borrower and the Administrative Agent executed originals of
Internal Revenue Service Form W-9 or such other documentation or
information prescribed by applicable laws or reasonably requested by the
Borrower or the Administrative Agent as will enable the Borrower or the
Administrative Agent, as the case may be, to determine whether or not such
Lender is subject to backup withholding or information reporting requirements;
and


 


(B)           each Foreign Lender that is entitled
under the Code or any applicable treaty to an exemption from or reduction of
withholding 


 


29

















 


tax
with respect to payments hereunder or under any other Loan Document shall
deliver to the Borrower and the Administrative Agent (in such number of copies
as shall be requested by the recipient) on or prior to the date on which such
Foreign Lender becomes a Lender under this Agreement (and from time to time
thereafter upon the request of the Borrower or the Administrative Agent, but
only if such Foreign Lender is legally entitled to do so), whichever of the
following is applicable:


 


(I)            properly completed and executed
originals of Internal Revenue Service Form W-8BEN claiming eligibility for
benefits of an income tax treaty to which the United States is a party,


 


(II)           properly completed and executed
originals of Internal Revenue Service Form W-8ECI,


 


(III)         properly completed and executed
originals of Internal Revenue Service Form W-8IMY and all required
supporting documentation,


 


(IV)         in the case of a Foreign Lender
claiming the benefits of the exemption for portfolio interest under section 881(c) of
the Code, (x) a certificate, in form and substance reasonably acceptable
to the Borrower, to the effect that such Foreign Lender is not (A) a “bank”
within the meaning of section 881(c)(3)(A) of the Code, (B) a “10
percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of
the Code, or (C) a “controlled foreign corporation” described in section
881(c)(3)(C) of the Code and (y) properly completed and executed
originals of Internal Revenue Service Form W-8BEN, or


 


(V)           properly completed and executed
originals of any other form prescribed by applicable laws as a basis for
claiming exemption from or a reduction in United States Federal withholding tax
together with such supplementary documentation as may be prescribed by
applicable laws to permit the Borrower or the Administrative Agent to determine
the withholding or deduction required to be made.


 


(iii)          Each Lender shall promptly (A) notify the Borrower and
the Administrative Agent of any change in circumstances which would modify or
render invalid any claimed exemption or reduction, and (B) take such steps
as shall not be


 


30
















 


materially disadvantageous
to it, in the reasonable judgment of such Lender, and as may be reasonably
necessary (including the re-designation of its lending office) to avoid any
requirement of applicable laws of any jurisdiction that the Borrower or the Administrative
Agent make any withholding or deduction for taxes from amounts payable to such
Lender.


 


(iv)          Each Lender shall deliver to the Administrative Agent and
the Borrower such other tax forms or other documents as shall be prescribed by
applicable law to demonstrate, where applicable, that payments under this
Agreement and the other Loan Documents to such Lender or the Administrative
Agent are exempt from application of the United States federal withholding
taxes imposed pursuant to Sections 1471 through 1474 of the Code (including any
successor provisions thereto) and any regulations promulgated thereunder or
official interpretations thereof.


 


(f)            Unless required by applicable laws, at no time shall the
Administrative Agent have any obligation to file for or otherwise pursue on
behalf of a Lender, or have any obligation to pay to any Lender, any refund of
Taxes withheld or deducted from funds paid for the account of such Lender.


 


(g)           All of the Borrower’s obligations under this Section 2.13
shall survive termination of the Commitments, repayment of all Loans and other
obligations hereunder, and resignation of the Administrative Agent.


 


(h)           If the Administrative Agent or any Lender determines, in
its sole discretion, that it has received a refund of any Indemnified Taxes or
Other Taxes as to which it has been indemnified by the Borrower or with respect
to which the Borrower has paid additional amounts pursuant to this Section, it
shall pay to the Borrower an amount equal to such refund (but only to the extent
of indemnity payments made, or additional amounts paid, by the Borrower under
this Section with respect to the Taxes or Other Taxes giving rise to such
refund), net of all out-of-pocket expenses incurred by the Administrative Agent
or such Lender, as the case may be, and without interest (other than any
interest paid by the relevant Governmental Authority with respect to such
refund), provided that the Borrower, upon the request of the
Administrative Agent or such Lender, agrees to repay the amount paid over to
the Borrower (plus any penalties, interest or other charges imposed by the
relevant Governmental Authority) to the Administrative Agent or such Lender in
the event the Administrative Agent or such Lender is required to repay such
refund to such Governmental Authority. 
This subsection shall not be construed to require the Administrative
Agent or any Lender to make available its tax returns (or any other information
relating to its taxes that it deems confidential) to the Borrower or any other
Person.


 


SECTION 2.14. 
Payments Generally; Pro Rata Treatment; Sharing of Set-offs.  (a)  All payments to be made by the
Borrower shall be made without condition or deduction for any counterclaim,
defense, recoupment or setoff.  The
Borrower shall make each payment required to be made by it hereunder (whether
of principal, interest, fees, or under Sections 2.11, 2.12 or 2.13,
or otherwise) to the Administrative Agent, for the account of the respective
Lenders to which such payment is owed, at the Administrative Agent’s Office
prior to 12:00 noon, New 


 


31

















 


York
City time, on the date when due, in immediately available funds.  Any amounts received after such time on any
date shall be deemed to have been received on the next succeeding Business Day
and any applicable interest or fee shall continue to accrue.  The Administrative Agent will promptly
distribute to each Lender its Applicable Percentage (or other applicable share
as provided herein) of such payment in like funds as received by wire transfer
to such Lender (or as otherwise directed by such Lender).  If any payment hereunder shall be due on a
day that is not a Business Day, the date for payment shall be extended to the
next succeeding Business Day, and, in the case of any payment accruing
interest, interest thereon shall be payable for the period of such
extension.  All payments hereunder shall
be made in dollars.


 


(b)           If at any time the funds received by the Administrative
Agent hereunder are insufficient to pay fully all principal, interest, fees and
other amounts then due and payable under this Agreement or any other Loan
Document, such funds shall be applied as set forth in Article VII.


 


(c)           If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Loans resulting in such Lender receiving payment of a
greater proportion of the aggregate amount of its Loans and accrued interest
thereon than the proportion received by any other Lender, then the Lender
receiving such greater proportion shall (i) notify the Administrative
Agent of such fact and (ii) purchase (for cash at face value)
participations in the Loans of other Lenders, or make such other adjustments as
shall be equitable, to the extent necessary so that the benefit of all such
payments shall be shared by the Lenders ratably in accordance with the
aggregate amount of principal of and accrued interest on their respective
Loans; provided that (i) if any such participations are purchased
and all or any portion of the payment giving rise thereto is recovered, such
participations shall be rescinded and the purchase price restored to the extent
of such recovery, without interest, and (ii) the provisions of this
paragraph shall not be construed to apply to any payment made by the Borrower
pursuant to and in accordance with the express terms of this Agreement or any
payment obtained by a Lender as consideration for the assignment of or sale of
a participation in any of its Loans to any assignee or participant, other than
to the Borrower or any Subsidiary or Affiliate thereof (as to which the
provisions of this paragraph shall apply). 
The Borrower consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against the
Borrower rights of set-off and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of the Borrower in the amount
of such participation.


 


(d)           Unless the Administrative Agent shall have received notice
from the Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders hereunder that the Borrower
will not make such payment, the Administrative Agent may assume that the
Borrower has made such payment on such date in accordance herewith and may, in
reliance upon such assumption, distribute to the Lenders the amount due.  In such event, if the Borrower has not in
fact made such payment, then each of the Lenders severally agrees to repay to
the Administrative Agent forthwith on demand the amount so distributed to such
Lender with interest thereon, for each day from and including the date such 


 


32

















 


amount is distributed to it to but excluding the
date of payment to the Administrative Agent, at the greater of the Federal
Funds Effective Rate and a rate determined by the Administrative Agent in
accordance with banking industry rules on interbank compensation.  A notice of the Administrative Agent to any
Lender with respect to any amount owing under this subsection (d) shall
be conclusive, absent manifest error.


 


(e)           The obligations of the Lenders hereunder to make Loans and
to make payments pursuant to Section 9.03(c) are several and
not joint.  The failure of any Lender to
make any Loan or to make any payment under Section 9.03(c) on
any date required hereunder shall not relieve any other Lender of its
corresponding obligation to do so on such date, and no Lender shall be
responsible for the failure of any other Lender to so make its Loan or to make
its payment under Section 9.03(c).


 


(f)            If any Lender shall fail to make any payment required to
be made by it pursuant to Sections 2.04(c), 2.14(d) or 9.03(c),
then the Administrative Agent may, in its discretion (notwithstanding any
contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender’s
obligations under such Sections until all such unsatisfied obligations are
fully paid.


 


SECTION 2.15. 
Mitigation Obligations; Replacement of Lenders.  (a)  If any Lender requests compensation
under Section 2.11, or if the Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account
of any Lender pursuant to Section 2.13, or if the Borrower is
required to pay any additional amount as a result of a Lender, pursuant to Section 2.02(b),
making its Loans through a particular domestic or foreign branch of such Lender
or through an Affiliate of such Lender, then such Lender shall use reasonable
efforts to designate a different lending office for funding or booking its
Loans hereunder or to assign its rights and obligations hereunder to another of
its offices, branches or Affiliates, if, in the judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable
pursuant to Section 2.11 or 2.13 or as a result of the
exercise of its discretion under Section 2.02(b), as the case may
be, in the future, and (ii) would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender.  The Borrower hereby agrees to
pay all reasonable costs and expenses incurred by any Lender in connection with
any such designation or assignment.


 


(b)           If any Lender requests compensation under Section 2.11,
or if the Borrower is required to pay any additional amount to any Lender or
any Governmental Authority for the account of any Lender pursuant to Section 2.13,
or if any Lender is a Defaulting Lender, then the Borrower may, at its sole
expense and effort, upon notice to such Lender and the Administrative Agent,
require such Lender to assign and delegate, without recourse (in accordance
with and subject to the restrictions contained in, and consents required by, Section 9.04),
all of its interests, rights and obligations under this Agreement and the
related Loan Documents to an assignee that shall assume such obligations (which
assignee may be another Lender, if a Lender accepts such assignment), provided
that: (i) the Borrower shall have paid to the Administrative Agent the
assignment fee specified in Section 9.04, (ii) such Lender
shall have received payment of an amount equal to the outstanding principal of
its Loans, accrued 


 


33

















 


interest thereon, accrued fees and all other amounts
payable to it hereunder and under the other Loan Documents from the assignee
(to the extent of such outstanding principal and accrued interest and fees) or
the Borrower (in the case of all other amounts), (iii) in the case of any
such assignment resulting from a claim for compensation under Section 2.11
or payments required to be made pursuant to Section 2.13, such
assignment will result in a reduction in such compensation or payments, and (iv) such
assignment does not conflict with any applicable law.  A Lender shall not be required to make any such
assignment and delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the Borrower to require such
assignment and delegation cease to apply.


 


SECTION 2.16. 
Increase in Commitments.


 


(a)           Provided no Default has occurred and is continuing, upon
notice to the Administrative Agent (which shall promptly notify the Lenders),
the Borrower may from time to time request an increase in the aggregate amount
of the Commitments by an amount (for all such requests) not exceeding
$75,000,000 in the aggregate; provided that any such request for an
increase shall be in a minimum amount of $10,000,000.  Any such increase in the aggregate
Commitments may be provided by any Lender willing to participate in any such increase
(each such Lender, a “Participating Lender”), or, subject to the
approval of the Administrative Agent, Eligible Assignees designated by the
Borrower that are willing to participate in such increase (each, an “Increasing
Lender”) and to become Lenders pursuant to a “Joinder Agreement”, in form
and substance reasonably satisfactory to the Administrative Agent, pursuant to
which such Increasing Lender shall become a party to this Agreement.  The Administrative Agent and the Borrower
shall determine (A) the final allocation of such increase among the
Participating Lenders and Increasing Lenders and Schedule 2.01 attached
hereto shall be automatically updated to reflect the same and (B) the
effective date (the “Increase Effective Date”) of any such increase.  Nothing contained herein shall constitute, or
otherwise be deemed to be, a commitment on the part of any Lender to increase
its Commitment hereunder.


 


(b)           As a condition precedent to such increase, the Borrower
shall deliver to the Administrative Agent a certificate of the Borrower dated
as of the Increase Effective Date (in sufficient copies for each Lender) signed
by a duly authorized officer of the Borrower (i) certifying and attaching
the resolutions adopted by the Borrower approving or consenting to such
increase (which may be covered in resolutions authorizing Borrowings on and
after the Closing Date), and (ii) certifying that, before and after giving
effect to such increase, (A) the representations and warranties contained
in Article III and the other Loan Documents are true and correct on
and as of the Increase Effective Date, except to the extent that such
representations and warranties specifically refer to an earlier date, in which
case they are true and correct as of such earlier date, and except that for
purposes of this Section 2.16, the representations and warranties
contained in Section 3.04(a) shall be deemed to refer to the
most recent financial statements furnished in connection with the statements
delivered pursuant to clauses (a) and (b) of Section 5.01,
and (B) no Default has occurred and is continuing.  The Borrower shall prepay any Loans
outstanding on the Increase Effective Date (and pay any additional amounts
required pursuant to Section 2.12) to the extent necessary to keep
the 


 


34

















 


outstanding Loans ratable with any revised
Applicable Percentages arising from any nonratable increase in the Commitments
under this Section.


 


(c)           This Section 2.16 shall supersede any
provisions in Section 2.14(c) or Section 9.02 to
the contrary.


 


SECTION 2.17. 
Defaulting Lenders. 
Notwithstanding anything to the contrary contained in this Agreement, if
any Lender becomes a Defaulting Lender, then, until such time as such Lender is
no longer a Defaulting Lender, to the extent permitted by applicable law:


 


(a)           Waivers and Amendments.  Such Defaulting Lender’s right to approve or
disapprove any amendment, waiver or consent with respect to this Agreement
shall be restricted as set forth in Section 9.02.


 


(b)           Reallocation of Loan Payments. Any payment or
prepayment of principal, interest, fees or other amounts received by the
Administrative Agent for the account of that Defaulting Lender (whether
voluntary or mandatory, at maturity, pursuant to Article VII or
otherwise, and including amounts made available to the Administrative Agent by
that Defaulting Lender pursuant to Section 9.08), shall be applied
at such time or times as may be determined by the Administrative Agent as
follows: first, to the payment of any amounts owing by that Defaulting
Lender to the Administrative Agent hereunder; second, as the Borrower
may request (so long as no Default or Event of Default exists), to the funding
of any Loan in respect of which that Defaulting Lender has failed to fund its
portion thereof as required by this Agreement, as determined by the
Administrative Agent; third, if so determined by the Administrative
Agent and the Borrower, to be held in a non-interest bearing deposit account
and released in order to satisfy obligations of that Defaulting Lender to fund
Loans under this Agreement; fourth, to the payment of any amounts owing
to the Lenders as a result of any judgment of a court of competent jurisdiction
obtained by any Lender against that Defaulting Lender as a result of that
Defaulting Lender’s breach of its obligations under this Agreement; fifth,
to the payment of any amounts owing to the Borrower as a result of any judgment
of a court of competent jurisdiction obtained by the Borrower against that
Defaulting Lender as a result of that Defaulting Lender’s breach of its
obligations under this Agreement; and sixth, to that Defaulting Lender
or as otherwise directed by a court of competent jurisdiction; provided
that if (x) such payment is a payment of the principal amount of any Loans
in respect of which that Defaulting Lender has not fully funded its appropriate
share and (y) such Loans were made at a time when the conditions set forth
in Section 4.02 were satisfied or waived, such payment shall be
applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata
basis prior to being applied to the payment of any Loans of that Defaulting
Lender.  Any payments, prepayments or
other amounts paid or payable to a Defaulting Lender that are applied to pay
amounts owed by a Defaulting Lender pursuant to this Section 2.17(b) shall
be deemed paid to and redirected by that Defaulting Lender, and each Lender
hereby irrevocably consents thereto.


 


(c)           Fees. Such Defaulting Lender’s right to any
facility fee shall be limited as provided in Section 2.08.


 


35

















 


(d)           Defaulting Lender Cure. A Lender that has become a
Defaulting Lender because of an event referenced in the definition of
Defaulting Lender may cure such status and shall no longer constitute a
Defaulting Lender as a result of such event when (i) such Defaulting
Lender shall have fully funded or paid, as applicable, all Loans or other
amounts required to be funded or paid by it hereunder as to which it is
delinquent (together, in each case, with such interest thereon as shall be
required to any Person as otherwise provided in this Agreement), (ii) the
Administrative Agent and the Borrower shall have received a certification by
such Defaulting Lender of its ability and intent to comply with the provisions
of this Agreement going forward, and (iii) each of (x) the
Administrative Agent, (y) any other Lender as to which a delinquent
obligation was owed, and (z) in the case of the failure to fund any Loan,
the Borrower, shall have determined (and notified the Administrative Agent)
that they are satisfied, in their sole discretion, that such Defaulting Lender
intends to continue to perform its obligations as a Lender hereunder and has
all approvals required to enable it, to continue to perform its obligations as
a Lender hereunder.  No reference in this
subsection to an event being “cured” shall by itself preclude any claim by any
Person against any Lender that becomes a Defaulting Lender for such direct
damages as may otherwise be available to such Person arising from any failure
to fund or pay any amount when due hereunder or from any other event that gave
rise to such Lender’s status as a Defaulting Lender.


 


This
Section 2.17 shall supersede any provisions in Section 2.14(c) or
Section 9.02 to the contrary.


 


ARTICLE III


 


Representations and
Warranties


 


The
Borrower represents and warrants to the Lenders that:


 


SECTION 3.01. 
Organization; Powers.  The
Borrower is duly organized, validly existing and in good standing under the laws
of the jurisdiction of its organization, and has all requisite power and
authority to carry on its business as now conducted.  Each Subsidiary of the Borrower is duly
organized, validly existing under the laws of the jurisdiction of its
organization, has all requisite power and authority to carry on its business as
now conducted and is in good standing under the laws of the jurisdiction of its
organization.  Except where the failure
to do so, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect, each of the Borrower and its Subsidiaries (a) is
qualified to do business in, and is in good standing in, every jurisdiction
where such qualification is required and (b) has all requisite
governmental licenses, authorizations, consents and approvals to own or lease
its assets.


 


SECTION 3.02. 
Authorization; Enforceability. 
The Transactions are within the Borrower’s corporate powers and have
been duly authorized by all necessary corporate and, if required, stockholder
action.  This Agreement and the other
Loan Documents have been duly executed and delivered by the Borrower and
constitute a legal, valid and binding obligation of the Borrower, enforceable
in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors’ rights generally
and 


 


36

















 


subject
to general principles of equity, regardless of whether considered in a
proceeding in equity or at law.


 


SECTION 3.03. 
Governmental Approvals; No Conflicts.  The Transactions (a) do not require any
consent or approval of, registration or filing with, or any other action by,
any Governmental Authority or any other Person, except such as have been obtained
or made and are in full force and effect, (b) will not violate any
Requirement of Law, (c) will not violate or result in a default under any
indenture, agreement or other instrument binding upon the Borrower or any of
its Subsidiaries or its assets, or give rise to a right thereunder to require
any payment to be made by the Borrower or any of its Subsidiaries, and (d) will
not result in the creation or imposition of any Lien on any asset of the
Borrower or any of its Subsidiaries.


 


SECTION 3.04. 
Financial Condition; No Material Adverse Effect.  (a)  The Borrower has heretofore
furnished to the Lenders its consolidated balance sheet and statements of
income, stockholders equity and cash flows (i) as of and for the fiscal
years ended 2008 and 2009, reported on by KPMG LLP, an independent registered
public accounting firm, and (ii) as of and for the fiscal quarters and the
portion of the fiscal year ended March 31, 2010 and June 30, 2010,
certified by its chief financial officer. 
Such financial statements present fairly, in all material respects, the
financial position and results of operations and cash flows of the Borrower and
its consolidated Subsidiaries as of such dates and for such periods in
accordance with GAAP, subject to year-end audit adjustments and the absence of
footnotes in the case of the statements referred to in clause (ii) above.  The Borrower and its Subsidiaries do not have
any Guarantees, contingent liabilities, or any long-term leases or unusual
forward or long-term commitments, including any interest rate or foreign
currency swap or exchange transaction or other obligation in respect of
derivatives, in each case, that are required by GAAP to be reflected or
disclosed in such financial statements, that are not reflected or disclosed in
the most recent financial statements referred to in this paragraph, except as
disclosed on Schedule 3.04.


 


(b)           Since December 31, 2009, there has been no event,
development or circumstance that has had or could reasonably be expected,
either individually or in the aggregate, to have a Material Adverse Effect
(other than the Disclosed Matters).


 


SECTION 3.05. 
Properties.  (a)  Each
of the Borrower and its Subsidiaries has good title to, or valid leasehold
interests in, all its real and personal property material to its business, and
none of such property is subject to any Lien except as permitted by Section 6.03.


 


(b)           Each of the Borrower and its Subsidiaries owns, or is
licensed to use, all trademarks, tradenames, copyrights, patents and other
intellectual property material to its business, and, to the actual knowledge of
the Senior Financial Officers after due internal inquiry, the use thereof by
the Borrower and its Subsidiaries does not infringe in any material respect
upon the rights of any other Person.  To
the actual knowledge of the Senior Financial Officers, after due internal
inquiry, there is no material violation by any Person of any right of the
Borrower or any of its Subsidiaries with respect to any patent, copyright,
proprietary software, service mark, trademark, trade name or other right owned
or used by the Borrower or any of its 


 


37

















 


Subsidiaries that is material to the business of the
Borrower and its Subsidiaries taken as a whole.


 


SECTION 3.06. 
Litigation and Environmental Matters.  (a)  There are no actions, suits or
proceedings by or before any arbitrator or Governmental Authority pending
against or, to the actual knowledge of the Senior Financial Officers,
threatened against or affecting the Borrower or any of its Subsidiaries (i) as
to which there is a reasonable possibility of an adverse determination and
that, if adversely determined, could reasonably be expected, individually or in
the aggregate, to result in a Material Adverse Effect (other than the Disclosed
Matters), or (ii) that involve this Agreement, the other Loan Documents or
the Transactions.


 


(b)           Except for the Disclosed Matters and except with respect
to any other matters that, individually or in the aggregate, could not reasonably
be expected to result in a Material Adverse Effect, neither the Borrower nor
any of its Subsidiaries (i) has failed to comply with any Environmental
Law or to obtain, maintain or comply with any permit, license or other approval
required under any Environmental Law, (ii) has become subject to any
Environmental Liability, (iii) has received notice of any claim with
respect to any Environmental Liability, or (iv) knows of any basis for any
Environmental Liability.


 


(c)           Since the date of this Agreement, there has been no change
in the status of the Disclosed Matters that, individually or in the aggregate,
has resulted in, or materially increased the likelihood of, a Material Adverse
Effect.


 


SECTION 3.07. 
Compliance with Laws and Agreements.  Each of the Borrower and its Subsidiaries is
in compliance with all Requirements of Laws applicable to it or its property
and all Contractual Obligations (including any material investment advisory or
management agreements) binding upon it or its property, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.


 


SECTION 3.08. 
Investment and Holding Company Status.  (a)  Neither the Borrower nor any of its
Subsidiaries is (i) an “investment company”, or a company “controlled” by
an “investment company”, each as defined in, or subject to regulation under,
the Investment Company Act of 1940, or (ii) a “holding company” as defined
in, or subject to regulation under, the Public Utility Holding Company Act of
2005.  Except for net capital and other
requirements imposed on registered broker-dealers, neither the Borrower nor any
of its Subsidiaries is subject to any regulation under any Requirement of Law
(other than Regulation X of the Board) that limits its ability to incur
Indebtedness.


 


(b)           The Borrower and each Subsidiary of the Borrower which is
engaged in investment advisory or investment management activities is, and at
all times will be, duly registered as an investment adviser as and to the
extent required under the Investment Advisers Act of 1940, as amended; and each
Subsidiary of the Borrower which is engaged in broker-dealer business is, and
at all times will be, duly registered as a broker-dealer as and to the extent
required under the Securities Exchange Act of 1934, as amended, and, as and to
the extent 


 


38

















 


required, is, and at all times will be, a member in
good standing of the Financial Industry Regulatory Authority.


 


SECTION 3.09. 
Taxes.  Each of the
Borrower and its Subsidiaries has timely filed or caused to be filed all Tax
returns and reports required to have been filed and has paid or caused to be
paid all Taxes required to have been paid by it, except (a) Taxes that are
being contested in good faith by appropriate proceedings and for which the
Borrower or such Subsidiary, as applicable, has set aside on its books adequate
reserves, or (b) to the extent that the failure to do so could not
reasonably be expected to result in a Material Adverse Effect.  The charges, accruals and reserves on the
books of the Borrower and its Subsidiaries in respect of Federal, state or
other taxes for all fiscal periods are adequate.  The Federal income tax liabilities of the
Borrower and its Subsidiaries have been finally determined (whether by reason
of completed audits or the statute of limitations having run) for all fiscal
years up to and including the fiscal year ended 2004 and paid for all fiscal
years up to and including the fiscal year ended 2009.


 


SECTION 3.10. 
ERISA Compliance.


 


(a)           To the actual knowledge of the Senior Financial Officers,
nothing has occurred that would cause any Pension Plan to fail to be in
compliance with the applicable provisions of ERISA and the Code and could
reasonably be expected to result in a Material Adverse Effect.


 


(b)           There are no pending or, to the best knowledge of the
Senior Financial Officers, threatened claims, actions or lawsuits, or action by
any Governmental Authority, with respect to any Plan that could reasonably be
expected to have a Material Adverse Effect. 
There has been no prohibited transaction or violation of the fiduciary
responsibility rules with respect to any Plan that has resulted or could
reasonably be expected to result in a Material Adverse Effect.


 


(c)           (i) No ERISA Event has occurred, and neither the
Borrower nor any ERISA Affiliate is aware of any fact, event or circumstance
that could reasonably be expected to constitute or result in an ERISA Event
with respect to any Pension Plan; (ii) the Borrower and each ERISA
Affiliate has met all applicable requirements under the Pension Funding Rules in
respect of each Pension Plan, and no waiver of the minimum funding standards
under the Pension Funding Rules has been applied for or obtained; (iii) as
of the most recent valuation date for any Pension Plan, the funding target
attainment percentage (as defined in Section 430(d)(2) of the Code)
is 60% or higher and neither the Borrower nor any ERISA Affiliate knows of any
facts or circumstances that could reasonably be expected to cause the funding
target attainment percentage for any such plan to drop below 60% as of the most
recent valuation date; (iv) neither the Borrower nor any ERISA Affiliate
has incurred any liability to the PBGC other than for the payment of premiums,
and there are no premium payments which have become due that are unpaid; (v) neither
the Borrower nor any ERISA Affiliate has engaged in a transaction that could be
subject to Section 4069 or Section 4212(c) of ERISA; and (vi) no
Pension Plan has been terminated by the plan administrator thereof nor by the
PBGC, and no event or circumstance has 


 


39

















 


occurred or exists that could reasonably be expected
to cause the PBGC to institute proceedings under Title IV of ERISA to terminate
any Pension Plan.


 


(d)           Neither the Borrower nor any ERISA Affiliate maintains or
contributes to, or has any unsatisfied obligation to contribute to, or
liability under, any active or terminated Pension Plan other than (A) on
the Closing Date, those listed on Schedule 3.10(d) hereto and (B) thereafter,
Pension Plans not otherwise prohibited by this Agreement.


 


SECTION 3.11. 
Disclosure.  The Borrower
has disclosed or made available to the Lenders all agreements and instruments
to which it or any of its Subsidiaries is subject, and all other matters known
to it, that, individually or in the aggregate, could reasonably be expected to
result in a Material Adverse Effect. 
None of the reports, financial statements, certificates or other
information furnished by or on behalf of the Borrower to the Administrative
Agent or any Lender in connection with the execution and delivery of this
Agreement or the other Loan Documents or furnished to the Lenders pursuant
hereto or thereto (as modified or supplemented by other information so
furnished) contains any material misstatement of fact or omits to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided that,
with respect to projected financial information and forward-looking statements,
the Borrower represents only that such information was prepared in good faith
based upon assumptions believed to be reasonable at the time.


 


SECTION 3.12. 
No Default.  Neither the
Borrower nor any of its Subsidiaries is in default under or with respect to any
of its Contractual Obligations in any respect that could reasonably be expected
to have a Material Adverse Effect.  No
Default or Event of Default has occurred and is continuing or would result from
the consummation of the transactions contemplated by this Agreement or any
other Loan Document.


 


SECTION 3.13. 
Subsidiaries.  Except as
disclosed to the Administrative Agent by the Borrower in writing from time to
time after the Closing Date, Part (a) of Schedule 3.13 sets
forth the name and jurisdiction of incorporation of each Subsidiary and, as to
each such Subsidiary, the percentage of each class of Capital Stock owned by
the Borrower.  There are no outstanding
subscriptions, options, warrants, calls, rights or other agreements or
commitments (other than stock options or restricted stock granted to employees
or directors and directors’ qualifying shares) of any nature relating to any Capital
Stock of the Borrower or any Subsidiary. 
The Borrower has no equity investments in any other corporation or
entity other than those specifically disclosed in Part (b) of Schedule
3.13.  All of the outstanding Capital
Stock of the Subsidiaries owned by the Borrower have been validly issued, are
fully paid and nonassessable and are owned free and clear of all Liens.  All of the outstanding Capital Stock in the
Borrower has been validly issued and are fully paid and nonassessable.  No Subsidiary is a party to, or otherwise
subject to any Requirement of Law (other than this Agreement, the agreements
listed on Schedule 6.08 as of the date of this Agreement and customary
limitations imposed by regulation, corporate law or similar statutes)
restricting the ability of such Subsidiary to pay dividends out of profits or
make any other similar distributions of profits to the Borrower or any of its
Subsidiaries that owns outstanding shares of capital stock or similar equity
interests of such Subsidiary.


 


40
















 


SECTION 3.14. 
Federal Regulations.  No
part of the proceeds of any Loans will be used for “buying” or “carrying” any “margin
stock” within the respective meanings of each of the quoted terms under
Regulation U as now and from time to time hereafter in effect in any manner
that violates the provisions of the Regulations of the Board or for any other
purpose that violates the provisions of the Regulations of the Board.  If requested by any Lender or the
Administrative Agent, the Borrower will furnish to the Administrative Agent and
each Lender a statement to the foregoing effect in conformity with the
requirements of FR Form G-3 or FR Form U-1, as applicable, referred
to in Regulation U.  No more than 25% of
the consolidated assets of the Borrower and its Subsidiaries (excluding
treasury shares) consist of “margin stock” under Regulation U as now and from
time to time hereafter in effect.


 


SECTION 3.15. 
No Burdensome Restrictions. 
No Requirement of Law or Contractual Obligation of the Borrower could
reasonably be expected to have a Material Adverse Effect.


 


SECTION 3.16. 
Insurance.  The properties
of the Borrower and its Subsidiaries are insured with financially sound and
reputable insurance companies not Affiliates of the Borrower, in such amounts,
with such deductibles and covering such risks as are customarily carried by
companies engaged in similar businesses and owning similar properties in
localities where the Borrower or the applicable Subsidiary operates.


 


SECTION 3.17. 
Taxpayer Identification Number. 
The Borrower’s true and correct U.S. taxpayer identification number is
set forth on Schedule 9.01.


 


SECTION 3.18. 
Foreign Assets Control Regulations, Etc.


 


(a)                                  The Borrower
and each Subsidiary of the Borrower is in compliance in all material respects with
all U.S. economic sanctions laws, Executive Orders and implementing regulations
as promulgated by the U.S. Treasury Department’s Office of Foreign Assets
Control (“OFAC”), and all applicable anti-money laundering and
counter-terrorism financing provisions of the Bank Secrecy Act and all
regulations issued pursuant to it.  None
of the Borrower or any Subsidiary of the Borrower (i) is a Person
designated by the U.S. government on the list of the Specially Designated
Nationals and Blocked Persons (the “SDN List”) with which a U.S. Person
cannot deal with or otherwise engage in business transactions, (ii) is a
Person who is otherwise the target of U.S. economic sanctions laws such that a
U.S. Person cannot deal or otherwise engage in business transactions with such
Person or (iii) is controlled by (including without limitation by virtue
of such Person being a director or owning voting shares or interests), or acts,
directly or indirectly, for or on behalf of, any Person or entity on the SDN
List or a foreign government that is the target of U.S. economic sanctions
prohibitions such that the entry into, or performance under, this Agreement or
any other Loan Document would be prohibited under any Requirement of Law.


 


(b)                                 No part of the
proceeds from the Loans hereunder will be used, directly or indirectly, for any
payments to any governmental official or employee, political party, official of
a political party, candidate for political office, or anyone else acting in an
official capacity, in 


 


41

















 


order to obtain, retain or direct business or obtain
any improper advantage, in violation of the United States Foreign Corrupt
Practices Act of 1977, as amended, assuming in all cases that such act applies
to the Borrower.


 


(c)                                  The Borrower
and its Subsidiaries are in compliance, in all material respects, with the Act.


 


ARTICLE IV


 


Conditions


 


SECTION 4.01. 
Conditions to Closing Date. 
The obligations of the Lenders to make Loans hereunder shall not become
effective until the date on which each of the following conditions precedent is
satisfied (or waived in accordance with Section 9.02):


 


(a)                                  The
Administrative Agent’s receipt of the following, each of which shall be
originals or telecopies (followed promptly by originals) unless otherwise
specified, each properly executed by a duly authorized officer of the Borrower,
each dated the Closing Date (or, in the case of certificates of governmental
officials, a recent date before the Closing Date) and each in form and substance
satisfactory to the Administrative Agent and each of the Lenders:


 


(i)                                     executed
counterparts of this Agreement, sufficient in number for distribution to the
Administrative Agent, each Lender and the Borrower;


 


(ii)                                  a Note executed
by the Borrower in favor of each Lender requesting a Note;


 


(iii)                               such documents
and certificates as the Administrative Agent or its counsel may reasonably
request relating to the organization, existence and good standing of the
Borrower, the authorization of the Transactions and any other legal matters
relating to the Borrower, this Agreement, the other Loan Documents or the
Transactions;


 


(iv)                              a favorable
written opinion (addressed to the Administrative Agent and the Lenders) of
Daniel C. Schulte, the general counsel of the Borrower, covering such matters
relating to the Borrower, this Agreement, the other Loan Documents or the
Transactions as the Administrative Agent and the Required Lenders shall
reasonably request;


 


(v)                                 a favorable
written opinion (addressed to the Administrative Agent and the Lenders) of
Fulbright & Jaworski L.L.P., counsel to the Borrower, as to the
enforceability of this Agreement and the other Loan Documents;


 


(vi)                              a certificate
signed by the President, a Vice President or a Financial Officer of the Borrower,
certifying (a) that the representations and warranties of the Borrower set
forth in this Agreement are true and correct on and as of the Closing Date, (b) that
no Default has occurred and is continuing as of the Closing Date or would 


 


42

















 


result from any Borrowing to
occur on the Closing Date, (c) that since December 31, 2009, there
has been no event, development or circumstance that has had or could reasonably
be expected, either individually or in the aggregate, to have a Material
Adverse Effect, and (d) the current Debt Ratings of the Borrower;


 


(vii)                           incumbency
certificates and/or other certificates of duly authorized officers of the
Borrower as the Administrative Agent may require evidencing the identity,
authority and capacity of each officer of the Borrower authorized to act on
behalf of the Borrower in connection with this Agreement and the other Loan
Documents;


 


(viii)                        evidence that
the Existing Credit Agreement has been or concurrently with the Closing Date is
being terminated;


 


(ix)                                such other
assurances, certificates, documents, consents or opinions as the Administrative
Agent or the Required Lenders reasonably may require.


 


(b)                                 The
Administrative Agent shall have received all fees and other amounts due and
payable on or prior to the Closing Date, including, to the extent invoiced,
reimbursement or payment of all reasonable out-of-pocket expenses (including,
without limitation, fees, charges and disbursements of counsel to the
Administrative Agent (directly to such counsel if requested by the
Administrative Agent)) required to be reimbursed or paid by the Borrower
hereunder.


 


(c)                                  All
governmental and third party approvals necessary in connection with the
continuing operations of the Borrower and its Subsidiaries and the transactions
contemplated hereby shall have been obtained and be in full force and effect,
and all applicable waiting periods shall have expired without any action being
taken or threatened by any competent authority that would restrain, prevent or
otherwise impose adverse conditions on the financing contemplated hereby.


 


(d)                                 The Lenders
shall have received (a) audited consolidated financial statements of the
Borrower for the 2008 and 2009 fiscal years, and (b) unaudited interim consolidated
financial statements of the Borrower for each quarterly period ended subsequent
to the date of the latest applicable financial statements delivered pursuant to
clause (a) of this paragraph as to which such financial statements
are available, and such financial statements shall not, in the reasonable
judgment of the Lenders, reflect any material adverse change in the
consolidated financial condition of the Borrower, as reflected in the financial
statements or projections contained in the Confidential Information Memorandum.


 


(e)                                  The Closing
Date shall have occurred on or before October 4, 2010.


 


The
Administrative Agent shall notify the Borrower and the Lenders of the Closing
Date, and such notice shall be conclusive and binding.  Notwithstanding the foregoing, the
obligations of the Lenders to make Loans hereunder shall not become effective
unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02)
at or prior to 5:00 p.m., New York 


 


43

















 


City
time, on October 4, 2010 (and, in the event such conditions are not so
satisfied or waived, the Commitments shall terminate at such time).


 


Without
limiting the generality of the provisions of the last paragraph of Section 8.03,
for purposes of determining compliance with the conditions specified in this Section 4.01,
each Lender that has signed this Agreement shall be deemed to have consented
to, approved or accepted or to be satisfied with, each document or other matter
required thereunder to be consented to or approved by or acceptable or
satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its
objection thereto.


 


SECTION 4.02. 
Each Credit Event.  The
obligation of each Lender to make a Loan on the occasion of any Borrowing
(including, without limitation, its initial Loan) is subject to the
satisfaction of the following conditions:


 


(a)                                  The
representations and warranties of the Borrower set forth in this Agreement
(with the exception of the representation and warranty contained in Section 3.04(b))
shall be true and correct on and as of the date of such Borrowing except to the
extent that such representations and warranties specifically refer to an
earlier date, in which case they shall be true and correct as of such earlier
date, and except that for purposes of this Section 4.02, the
representations and warranties contained in Section 3.04(a) shall
be deemed to refer to the most recent financial statements furnished in
connection with the statements delivered pursuant to clauses (a) and
(b) of Section 5.01, as applicable.


 


(b)                                 At the time of
and immediately after giving effect to such Borrowing, no Default shall have
occurred and be continuing.


 


(c)                                  The
Administrative Agent shall have received a Revolving Borrowing Request in
accordance with the requirements hereof.


 


Each
Borrowing and the increase of the aggregate Commitments pursuant to Section 2.16
shall be deemed to constitute a representation and warranty by the Borrower on
the date thereof as to the matters specified in paragraphs (a) and (b) of
this Section (with references to “such Borrowing” being deemed to be
references to any such increase, as appropriate), provided that such
increase of the aggregate Commitments shall also be deemed to constitute a
representation and warranty by the Borrower that the matters specified in Section 3.04(b) are
true and correct on and as of the date thereof.


 


ARTICLE V


 


Affirmative Covenants


 


Until
the Commitments have expired or been terminated and the principal of and
interest on each Loan and all fees and other amounts payable hereunder shall
have been paid in full, the Borrower covenants and agrees with the Lenders
that:


 


44

















 


SECTION 5.01. 
Financial Statements and Other Information.  The Borrower will furnish to the
Administrative Agent and each Lender:


 


(a)                                  within 90 days
after the end of each fiscal year of the Borrower, the annual report of the
Borrower on Form 10-K filed by the Borrower with the SEC;


 


(b)                                 within 45 days
after the end of each of the first three fiscal quarters of each fiscal year of
the Borrower, the quarterly report of the Borrower on Form 10-Q filed by
the Borrower with the SEC;


 


(c)                                  concurrently
with any delivery of financial statements under clause (a) or (b) above,
a Compliance Certificate signed by a Financial Officer of the Borrower (i) certifying
as to whether a Default has occurred and is continuing as of the date of such
Compliance Certificate and, if a Default has occurred and is continuing,
specifying the details thereof and any action taken or proposed to be taken
with respect thereto, (ii) setting forth reasonably detailed calculations
demonstrating compliance with Section 6.01, and (iii) stating
whether any change in GAAP or in the application thereof has occurred since the
date of the audited financial statements referred to in Section 3.04
and, if any such change has occurred, specifying the effect of such change on
the financial statements accompanying such certificate (which delivery may,
unless the Administrative Agent, or a Lender requests executed originals, be by
electronic communication including fax or email and shall be deemed to be an
original authentic counterpart thereof for all purposes);


 


(d)                                 promptly after
the same become publicly available, copies of all annual reports on Form 10-K,
all quarterly reports on Form 10-Q, all reports on Form 8-K (except
for such reports required to be filed pursuant to Item 2.02 of Form 8-K)
and all proxy statements, filed by the Borrower or any Subsidiary with the SEC,
or with any national securities exchange, or distributed by the Borrower to its
shareholders generally, as the case may be;


 


(e)                                  after the end
of each calendar month, (i) a schedule of the Net Asset Value of the
investment companies and accounts managed by the Borrower and its Subsidiaries
on the last day of such calendar month and certain other information,
substantially in the form of Exhibit C-1, and (ii) a schedule
showing the calculation of the Aggregate Revenue Base as of the end of such
calendar month, and an analysis of changes from the preceding calendar month,
substantially in the form of Exhibit C-2, or in such other form as
may be reasonably satisfactory to the Administrative Agent;


 


(f)                                    promptly, and
in any event within five Business Days after receipt thereof by the Borrower or
any of its Subsidiaries, copies of each notice or other correspondence received
from the SEC (or comparable agency in any applicable non-U.S. jurisdiction)
concerning any non-routine investigation or possible non-routine investigation
or other non-routine inquiry by such agency regarding financial or other
operational results of the Borrower or any of its Subsidiaries;


 


45

















 


(g)                                 promptly after
the furnishing thereof, copies of any statement or report furnished to any
holder of debt securities of the Borrower or any of its Subsidiaries pursuant
to the terms of any indenture, loan or credit or similar agreement and not
otherwise required to be furnished to the Lenders pursuant to any other clause
of this Section 5.01; and


 


(h)                                 promptly
following any request therefor, such other information regarding the
operations, business affairs and financial condition of the Borrower or any
Subsidiary, or compliance with the terms of this Agreement and the other Loan
Documents, as the Administrative Agent or any Lender may reasonably request.


 


Documents
required to be delivered pursuant to paragraphs (a), (b) and (d) of
this Section 5.01 (to the extent any such documents are included in
materials otherwise filed with the SEC) shall be deemed to have been delivered
on the date on which the Borrower provides notice to the Administrative Agent
and/or the Lenders, as required, as the case may be, that such documents have
been posted on the Borrower’s website on the Internet at the website address
listed on Schedule 9.01 or at such other website address listed in such
notice and accessible by the Administrative Agent and the Lenders without
charge (whether a commercial, third-party website or whether sponsored by the
Administrative Agent); provided that the Borrower shall deliver paper
copies of the reports and financial statements referred to in paragraphs (a), (b) and
(d) of this Section 5.01 to the Administrative Agent or any
Lender who requests the Borrower to deliver such paper copies until written
notice to cease delivering paper copies is given by the Administrative Agent or
such Lender.  The Administrative Agent
shall have no obligation to request the delivery or to maintain copies of the
documents referred to above, and in any event shall have no responsibility to
monitor compliance by the Borrower with any such request for delivery, and each
Lender shall be solely responsible for requesting delivery to it or maintaining
its copies of such documents.


 


The
Borrower hereby acknowledges that (a) the Administrative Agent and/or the
Arranger will make available to the Lenders materials and/or information provided
by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”)
by posting the Borrower Materials on IntraLinks or another similar electronic
system (the “Platform”) and (b) certain of the Lenders (each, a “Public
Lender”) may have personnel who do not wish to receive material non-public
information with respect to the Borrower or its Affiliates, or the respective
securities of any of the foregoing, and who may be engaged in investment and
other market-related activities with respect to such Persons’ securities.  The Borrower hereby agrees that (w) all
Borrower Materials that are to be made available to Public Lenders shall be
clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that
the word “PUBLIC” shall appear prominently on the first page thereof; (x) by
marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have
authorized the Administrative Agent, the Arranger and the Lenders to treat such
Borrower Materials as not containing any material non-public information with
respect to the Borrower or its securities for purposes of United States Federal
and state securities laws (provided, however, that to the extent
such Borrower Materials constitute Information, they shall be treated as set
forth in Section 9.12); (y) all Borrower Materials marked “PUBLIC”
are permitted to be made available through a portion of the Platform designated
“Public Side Information;” and (z) the Administrative Agent and the 


 


46

















 


Arranger
shall be entitled to treat any Borrower Materials that are not marked “PUBLIC”
as being suitable only for posting on a portion of the Platform that is not
designated “Public Side Information.”  Notwithstanding the foregoing, the Borrower
shall be under no obligation to mark any Borrower Materials “PUBLIC.”


 


SECTION 5.02. 
Notices of Material Events. 
The Borrower will furnish to the Administrative Agent and each Lender
prompt written notice of the following:


 


(a)                                  the occurrence
of any Default;


 


(b)                                 the filing or
commencement of any action, suit or proceeding by or before any arbitrator or
Governmental Authority against or affecting the Borrower or any Affiliate
thereof that, if adversely determined, could reasonably be expected to result
in a Material Adverse Effect;


 


(c)                                  the occurrence
of any (i) ERISA Event that, alone or together with any other ERISA Events
that have occurred, could reasonably be expected to result in liability of the
Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000 or (ii) determination
that any Pension Plan of the Borrower or any ERISA Affiliate is considered an
at-risk plan or a plan in endangered or critical status within the meaning of
Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA;


 


(d)                                 any suspension
or termination of the registration of the Borrower or any of its Subsidiaries
as an investment adviser under the Investment Advisers Act of 1940, as amended,
or any cancellation or expiration without renewal of any material investment
advisory agreement or similar contract to which the Borrower or any of its
Subsidiaries is a party;


 


(e)                                  of any material
change in accounting policies or financial reporting practices by the Borrower
or any Subsidiary;


 


(f)                                    of any
announcement by Moody’s or S&P of any change in a Debt Rating; and


 


(g)                                 any other
development that results in, or could reasonably be expected to result in, a
Material Adverse Effect.


 


Each
notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Borrower setting forth
the details of the event or development requiring such notice and any action
taken or proposed to be taken with respect thereto.  The Borrower may, by delivering to the
Administrative Agent written notice specifically referring to this Section 5.02,
notify the Lenders that the Borrower wishes to amend any Schedule to this
Agreement to include information about events, occurrences, or transactions
arising after the Closing Date that would render untrue any representation or
warranty by the Borrower under or pursuant to this Agreement.  Such amendment will be deemed effective as of
the date that such notice is delivered to the Administrative Agent upon the
Administrative Agent 


 


47

















 


giving
notice to the Borrower and the Lenders within 10 Business Days from the receipt
thereof that the Required Lenders have consented thereto; provided, however,
that the consent of the Required Lenders shall not be required to amend Schedule
3.13 and Schedule 9.01.


 


SECTION 5.03. 
Existence; Conduct of Business. 
The Borrower will, and will cause each of its Subsidiaries to, (a) do
or cause to be done all things necessary to preserve, renew and keep in full
force and effect its legal existence and good standing under the laws of the
jurisdiction of its organization and the rights, licenses, permits, privileges
and franchises material to the conduct of its business; provided that
the foregoing shall not prohibit any merger, consolidation, liquidation or
dissolution permitted under Section 6.04, and (b) comply with
all Contractual Obligations and Requirements of Law except to the extent that
failure to comply therewith could not, in the aggregate, reasonably be expected
to have a Material Adverse Effect.


 


SECTION 5.04. 
Payment of Obligations. 
The Borrower will, and will cause each of its Subsidiaries to, pay its
obligations, including Tax liabilities, that, if not paid, could result in a
Material Adverse Effect before the same shall become delinquent or in default,
except where (a) the validity or amount thereof is being contested in good
faith by appropriate proceedings, (b) the Borrower or such Subsidiary has
set aside on its books adequate reserves with respect thereto in accordance
with GAAP, and (c) the failure to make payment pending such contest could
not reasonably be expected to result in a Material Adverse Effect.


 


SECTION 5.05. 
Maintenance of Properties; Insurance.  The Borrower will, and will cause each of its
Subsidiaries to, (a) keep and maintain all property material to the
conduct of its business in good working order and condition, ordinary wear and
tear excepted, and (b) maintain, with financially sound and reputable
insurance companies not Affiliates of the Borrower, insurance in such amounts
and against such risks as are customarily maintained by companies engaged in
the same or similar businesses operating in the same or similar locations.


 


SECTION 5.06. 
Books and Records; Inspection Rights.  The Borrower will, and will cause each of its
Subsidiaries to, (a) keep proper books of record and account in which
full, true and correct entries in conformity with GAAP consistently applied
shall be made of all dealings and transactions in relation to its business and
activities, and (b) maintain such books of record and account in material
conformity with all applicable requirements of any Governmental Authority
having regulatory jurisdiction over the Borrower or such Subsidiary, as the
case may be.  The Borrower will, and will
cause each of its Subsidiaries to, permit any representatives designated by the
Administrative Agent or any Lender, upon reasonable prior notice, to visit and
inspect its properties, to examine and make extracts from its books and records,
and to discuss its affairs, finances and condition with its officers and
independent accountants, all at such reasonable times and as often as
reasonably requested; provided, however, that upon the occurrence
and during the continuance of an Event of Default, the Administrative Agent or
any Lender (or any of their respective representatives or independent
contractors) may do any of the foregoing at the expense of the Borrower at any
time during normal business hours and without advance notice.


 


48
















 


SECTION 5.07. 
Compliance with Laws.  The
Borrower will, and will cause each of its Subsidiaries to, comply with all
Requirements of Laws applicable to it or its property and maintain all
registrations and memberships with any Governmental Authority, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.


 


SECTION 5.08. 
Use of Proceeds.  The
proceeds of the Loans will be used to finance the payment by the Borrower of
outstanding Indebtedness under the Existing Credit Agreement, to pay related
fees and expenses and for general corporate purposes not in contravention of
any law, including but not limited (a) to repurchase shares of the Borrower’s
Class A Common Stock, and (b) to consummate Permitted Acquisitions.  No part of the proceeds of any Loan will be
used, whether directly or indirectly, for any purpose that entails a violation
of any of the Regulations of the Board, including Regulations U and X.


 


SECTION 5.09. 
Environmental Laws.  The
Borrower will, and will cause each of its Subsidiaries to, (a) comply with all
applicable Environmental Laws, and obtain and comply with and maintain any and
all licenses, approvals, notifications, registrations or permits required by applicable
Environmental Laws, and (b) conduct and complete all investigations, studies,
sampling and testing, and all remedial, removal and other actions required
under Environmental Laws and promptly comply in all material respects with all
lawful orders and directives of all Governmental Authorities regarding
Environmental Laws, except in each case to the extent that non-compliance
therewith could not reasonably be expected to result in a Material Adverse
Effect.


 


ARTICLE VI


 


Negative Covenants


 


Until
the Commitments have expired or been terminated and the principal of and
interest on each Loan and all fees and other amounts payable hereunder shall
have been paid in full, the Borrower covenants and agrees with the Lenders
that:


 


SECTION 6.01. 
Financial Condition Covenants.


 


(a)                                  Consolidated
Leverage Ratio.  The
Borrower shall not permit the Consolidated Leverage Ratio as at the last day of
any Reference Period to equal or exceed the ratio of 3.0 to 1.0.


 


(b)                                 Consolidated
Interest Coverage Ratio.  The
Borrower shall not permit the Consolidated Interest Coverage Ratio as at the
last day of any Reference Period to be less than or equal to the ratio of 4.0
to 1.0.


 


SECTION 6.02. 
Indebtedness.  The Borrower
will not permit any Subsidiary to create, incur, assume or permit to exist any
Indebtedness, except:


 


49

















 


(a)                                  Indebtedness
existing on the date hereof and set forth in Schedule 6.02, but not any
extensions, renewals or replacements of any such Indebtedness and without
increasing, or shortening the maturity of, the principal amount thereof;


 


(b)                                 Indebtedness of
any Subsidiary to the Borrower or any other Subsidiary;


 


(c)                                  Indebtedness of
any Subsidiary incurred to finance the acquisition, construction or improvement
of any fixed or capital assets, including Capital Lease Obligations and any
Indebtedness assumed in connection with the acquisition of any such assets or
secured by a Lien on any such assets prior to the acquisition thereof, and
extensions, renewals and replacements of any such Indebtedness that do not
increase the outstanding principal amount thereof; provided that (i)
such Indebtedness is incurred prior to or within 90 days after such acquisition
or the completion of such construction or improvement, and (ii) the aggregate
principal amount of Indebtedness permitted by this clause (c) shall not
exceed $10,000,000 at any time outstanding;


 


(d)                                 Indebtedness of
any Person that becomes a Subsidiary after the date hereof; provided
that such Indebtedness exists at the time such Person becomes a Subsidiary and
is not created in contemplation of or in connection with such Person becoming a
Subsidiary, provided further that neither the Borrower nor any other
Subsidiary will assume or otherwise become directly or indirectly liable for
such Indebtedness;


 


(e)                                  Indebtedness of
any Subsidiary as an account party in respect of trade letters of credit; and


 


(f)                                    Other unsecured
Indebtedness (including unsecured Guarantees of Indebtedness of the Borrower)
in an aggregate principal amount not exceeding $25,000,000 at any time
outstanding.


 


SECTION 6.03. 
Liens.  The Borrower will
not, and will not permit any Subsidiary to, create, incur, assume or permit to
exist any Lien on any property or asset now owned or hereafter acquired by it,
or assign or sell any income or revenues (including accounts receivable) or
rights in respect of any thereof, except:


 


(a)                                  Permitted
Encumbrances;


 


(b)                                 any Lien on any
property or asset of the Borrower or any Subsidiary existing on the date hereof
and set forth in Schedule 6.03; provided that (i) such Lien shall
not apply to any other property or asset of the Borrower or any Subsidiary, and
(ii) such Lien shall secure only those obligations which it secures on the date
hereof;


 


(c)                                  any Lien existing
on any property or asset prior to the acquisition thereof by the Borrower or
any Subsidiary or existing on any property or asset of any Person that becomes
a Subsidiary after the date hereof prior to the time such Person becomes a
Subsidiary; provided that (i) such Lien is not created in contemplation
of or in connection with such 


 


50

















 


acquisition or such Person becoming a Subsidiary, as
the case may be, (ii) such Lien shall not apply to any other property or assets
of the Borrower or any Subsidiary, and (iii) such Lien shall secure only those
obligations which it secures on the date of such acquisition or the date such
Person becomes a Subsidiary, as the case may be; and


 


(d)                                 Liens on
property, plant and equipment acquired, constructed or improved by the Borrower
or any Subsidiary; provided that (i) such security interests secure
Indebtedness permitted by clause (c) of Section 6.02, (ii) such
security interests and the Indebtedness secured thereby are incurred prior to
or within 90 days after such acquisition or the completion of such construction
or improvement, (iii) the Indebtedness secured thereby does not exceed 70% of
the cost of acquiring, constructing or improving such property, plant and equipment,
and (iv) such security interests shall not apply to any other property or
assets of the Borrower or any Subsidiary.


 


SECTION 6.04. 
Fundamental Changes. 
(a)  The Borrower will not, and
will not permit any Subsidiary to, merge into or consolidate with any other
Person, or permit any other Person to merge into or consolidate with it, or
sell, transfer, lease or otherwise dispose of (in one transaction or in a
series of transactions) all or substantially all of its assets, or all or
substantially all of the stock of any of its Subsidiaries (in each case,
whether now owned or hereafter acquired), or liquidate or dissolve, except
that, if at the time thereof and immediately after giving effect thereto no
Event of Default shall have occurred and be continuing (i) any other Person,
including a Subsidiary, may merge into the Borrower in a transaction in which
the Borrower is the surviving corporation (so long as any such acquisition of a
non-Subsidiary is a Permitted Acquisition), (ii) any Subsidiary may merge into
any wholly owned Subsidiary in a transaction in which the surviving entity is a
wholly owned Subsidiary, (iii) any Subsidiary may sell, transfer, lease or
otherwise dispose of its assets to the Borrower or to another wholly owned
Subsidiary, (iv) any Subsidiary may liquidate or dissolve if the Borrower
determines in good faith that such liquidation or dissolution is in the best
interests of the Borrower and is not materially disadvantageous to the Lenders,
and (v) so long as no Event of Default has occurred and is continuing or would
result therefrom, the Borrower may merge into or consolidate with another
Person in a transaction in which such other Person is the surviving entity if
such other Person (x) is organized and validly existing under the laws of the
United States or any State thereof, (y) such Person shall assume all
obligations of the Borrower hereunder, pursuant to an assumption agreement in
form and substance reasonably satisfactory to the Administrative Agent, and (z)
the Administrative Agent shall have received a favorable opinion of counsel to
such other Person covering such matters relating to such assumption as the
Administrative Agent may reasonably request, and which opinion shall otherwise
be in form and substance satisfactory to the Administrative Agent; provided
that any such merger involving a Person that is not a wholly owned Subsidiary
immediately prior to such merger shall not be permitted unless also permitted
by Section 6.05.


 


(b)                                 The Borrower
will not, and will not permit any of its Subsidiaries to, engage to any
material extent in any business other than businesses of the type conducted by
the Borrower and its Subsidiaries on the date of execution of this Agreement
and businesses reasonably related thereto.


 


51

















 


SECTION 6.05. 
Acquisitions; Hedging Agreements.


 


(a)                                  The Borrower
will not, and will not permit any of its Subsidiaries to purchase or otherwise
acquire (in one transaction or a series of transactions), including pursuant to
any merger with any Person that was not a wholly owned Subsidiary prior to such
merger, any assets of any other Person constituting a business unit, except,
Permitted Acquisitions.


 


(b)                                 The Borrower
will not, and will not permit any of its Subsidiaries to, enter into any
Hedging Agreement, other than (i) Hedging Agreements entered into in the
ordinary course of business to hedge or mitigate risks to which the Borrower or
any Subsidiary is exposed in the conduct of its business or the management of
its liabilities and not for purposes of speculation or taking a “market view”
and (ii) interest rate Hedging Agreements in respect of Indebtedness under the
Senior Notes.


 


SECTION 6.06. 
Restricted Payments.  The
Borrower will not, and will not permit any of its Subsidiaries to, declare or
make, or agree to pay or make, directly or indirectly, any Restricted Payment,
except (a) the Borrower or any of its Subsidiaries may declare and pay
dividends (whether in cash, securities or other property) with respect to its
capital stock, provided that, in the case of any such declaration or
payment by the Borrower, no Event of Default has occurred and is continuing or
would result therefrom, (b) the Borrower may make Restricted Payments pursuant
to and in accordance with stock option plans or other benefit plans for
management or employees of the Borrower and its Subsidiaries, (c) the Borrower
may, in addition to the foregoing, repurchase shares of the Borrower’s Class A
Common Stock and options therefor granted by the Borrower pursuant to its
employee stock option plans and (d) the Borrower may repurchase shares of the
Borrower’s common stock in the open market or in private transactions, provided
that in the case of any such repurchase by the Borrower, no Event of Default has
occurred and is continuing or would result therefrom.


 


SECTION 6.07. 
Transactions with Affiliates. 
The Borrower will not, and will not permit any of its Subsidiaries to,
sell, lease or otherwise transfer any property or assets to, or purchase, lease
or otherwise acquire any property or assets from, or otherwise engage in any
other transactions with, any of its Affiliates, except (a) in accordance with
the Borrower’s Corporate Code of Business Conduct and Ethics or as approved by
a committee of the Borrower’s Board of Directors or a majority of the
independent members of the Borrowers’ Board of Directors, (b) transactions
between or among the Borrower and its wholly owned Subsidiaries not involving
any other Affiliate, and (c) any Restricted Payment permitted by Section
6.06.


 


SECTION 6.08. 
Restrictive Agreements. 
The Borrower will not, and will not permit any of its Subsidiaries to,
directly or indirectly, enter into, incur or permit to exist any agreement or
other arrangement that prohibits, restricts or imposes any condition upon (a)
the ability of the Borrower or any Subsidiary to create, incur or permit to
exist any Lien upon any of its property or assets, or (b) the ability of any
Subsidiary to pay dividends or other distributions with respect to any shares
of its capital stock or to make or repay loans or advances to the Borrower or
any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other 


 


52

















 


Subsidiary;
provided that (i) the foregoing shall not apply to restrictions and
conditions imposed by law or by this Agreement, (ii) the foregoing shall not
apply to restrictions and conditions existing on the date hereof identified on Schedule
6.08 (but shall apply to any extension or renewal of, or any amendment or
modification expanding the scope of, any such restriction or condition), (iii)
the foregoing shall not apply to customary restrictions and conditions
contained in agreements relating to the sale of a Subsidiary pending such sale,
provided such restrictions and conditions apply only to the Subsidiary that is
to be sold and such sale is permitted hereunder, (iv) clause (a) of the
foregoing shall not apply to restrictions or conditions imposed by any
agreement relating to secured Indebtedness permitted by this Agreement if such
restrictions or conditions apply only to the property or assets securing such
Indebtedness, (v) clause (a) of the foregoing shall not apply to
customary provisions in leases restricting the assignment thereof, and (vi)
clause (a) of the foregoing shall not apply to any unsecured Indebtedness of
the Borrower which is pari passu to the Obligations hereunder.


 


SECTION 6.09. 
Sales and Leasebacks.  The
Borrower will not, and will not permit any of its Subsidiaries to, enter into
any arrangement with any Person providing for the leasing by the Borrower or
any Subsidiary of real or personal property that has been or is to be sold or
transferred by the Borrower or such Subsidiary to such Person or to any other
Person to whom funds have been or are to be advanced by such Person on the
security of such property or rental obligations of the Borrower or such
Subsidiary (a “Sale/Leaseback Transaction”), except Sale/Leaseback
Transactions (x) entered into with respect to the real property listed on Schedule
6.09 or (y) involving property with a value not to exceed $20,000,000 in
the aggregate during the term of this Agreement.


 


SECTION 6.10. 
Changes in Fiscal Periods. 
The Borrower will not permit the fiscal year of the Borrower to end on a
day other than December 31 or change the Borrower’s method of determining
fiscal quarters.


 


SECTION 6.11. 
Optional Payments and Modifications of Certain Debt Instruments.  The Borrower will not permit any of its
Subsidiaries to make or offer to make any optional or voluntary payment,
prepayment, repurchase or redemption of or otherwise optionally or voluntarily
defease any Indebtedness which is subordinated to the Obligations, or amend,
modify, waive or otherwise change, or consent or agree to any amendment,
modification, waiver or other change to, any of the terms relating to the
payment or prepayment of principal of or interest on, any such Indebtedness
(other than any such amendment, modification, waiver or other change that would
extend the maturity or reduce the amount of any payment of principal thereof or
reduce the rate or extend any date for payment of interest thereon).


 


SECTION 6.12. 
Use of Proceeds.  The
Borrower will not use the proceeds of any Loan, whether directly or indirectly,
and whether immediately, incidentally or ultimately, to purchase or carry
margin stock (within the meaning of Regulation U of the Regulations of the
Board) or to extend credit to others for the purpose of purchasing or carrying
margin stock or to refund indebtedness originally incurred for such purpose, in
each case so as to result in a violation of Regulation U.


 


53

















 


SECTION 6.13. 
OFAC, Etc.  The Borrower
shall not, and shall not permit any of its Subsidiaries to fail to comply with
any of the requirements set forth in Section 3.18.


 


ARTICLE VII


 


Events of Default


 


If
any of the following events (“Events of Default”) shall occur:


 


(a)                                  the Borrower
shall fail to pay any principal of any Loan when and as the same shall become
due and payable, whether at the due date thereof or at a date fixed for
prepayment thereof or otherwise;


 


(b)                                 the Borrower
shall fail to pay any interest on any Loan or any fee or any other amount
(other than an amount referred to in clause (a) of this Article) payable
under any Loan Document, when and as the same shall become due and payable, and
such failure shall continue unremedied for a period of five (5) days;


 


(c)                                  any
representation or warranty made or deemed made by or on behalf of the Borrower
or any Subsidiary in or in connection with this Agreement or any amendment or
modification hereof, or in any report, certificate, financial statement or
other document furnished pursuant to or in connection with this Agreement or
any amendment or modification hereof, shall prove to have been materially
incorrect when made or deemed made;


 


(d)                                 the Borrower
shall fail to observe or perform any covenant, condition or agreement contained
in Sections 5.01, 5.02, 5.03 (with respect to the Borrower’s
existence), 5.06 (with respect to the inspection rights of the
Administrative Agent and the Lenders) or 5.08 or in Article VI;


 


(e)                                  the Borrower
shall fail to observe or perform any covenant, condition or agreement contained
in any Loan Document (other than those specified in clauses (a), (b)
or (d) of this Article), and such failure shall continue unremedied for
a period of 30 days after the earlier of (i) a Senior Financial Officer
obtaining actual knowledge of such default and (ii)  notice thereof from
the Administrative Agent (given at the request of any Lender) to the Borrower;


 


(f)                                    the Borrower or
any Subsidiary shall fail to make any payment (whether of principal or interest
and regardless of amount) in respect of any Material Indebtedness, when and as
the same shall become due and payable;


 


(g)                                 any event or
condition occurs that results in any Material Indebtedness becoming due prior
to its scheduled maturity or that enables or permits (with or without the
giving of notice, the lapse of time or both) the holder or holders of any
Material Indebtedness or any trustee or agent on its or their behalf to cause
any Material Indebtedness to become due, or to require the prepayment,
repurchase, redemption or defeasance thereof, prior to its scheduled 


 


54

















 


maturity; provided that this clause (g) shall
not apply to secured Indebtedness that becomes due as a result of the voluntary
sale or transfer of the property or assets securing such Indebtedness;


 


(h)                                 an involuntary
proceeding shall be commenced or an involuntary petition shall be filed seeking
(i) liquidation, reorganization or other relief in respect of the Borrower or
any Subsidiary or its debts, or of a substantial part of its assets, under any
Federal, state or foreign bankruptcy, insolvency, receivership or similar law
now or hereafter in effect, or (ii) the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for the Borrower or
any Subsidiary or for a substantial part of its assets, and, in any such case,
such proceeding or petition shall continue undismissed for 60 days or an order
or decree approving or ordering any of the foregoing shall be entered;


 


(i)                                     the Borrower or
any Subsidiary shall (i) voluntarily commence any proceeding or file any
petition seeking liquidation, reorganization or other relief under any Federal,
state or foreign bankruptcy, insolvency, receivership or similar law now or
hereafter in effect, (ii) consent to the institution of, or fail to contest in
a timely and appropriate manner, any proceeding or petition described in clause
(h) of this Article, (iii) apply for or consent to the appointment of a
receiver, trustee, custodian, sequestrator, conservator or similar official for
the Borrower or any Subsidiary or for a substantial part of its assets, (iv)
file an answer admitting the material allegations of a petition filed against
it in any such proceeding, (v) make a general assignment for the benefit of
creditors, or (vi) take any action for the purpose of effecting any of the
foregoing;


 


(j)                                     the Borrower or
any Subsidiary shall become unable, admit in writing or fail generally to pay
its debts as they become due;


 


(k)                                  one or more
judgments for the payment of money in an aggregate amount in excess of
$25,000,000 shall be rendered against the Borrower, any Subsidiary or any
combination thereof and the same shall remain undischarged for a period of 45
consecutive days during which execution shall not be effectively stayed, or any
action shall be legally taken by a judgment creditor to attach or levy upon any
assets of the Borrower or any Subsidiary to enforce any such judgment;


 


(l)                                     An ERISA Event
occurs with respect to a Pension Plan or Multiemployer Plan which has resulted
or could reasonably be expected to result in liability of the Borrower under
Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in
an aggregate amount in excess of $10,000,000, or (ii) the Borrower or any ERISA
Affiliate fails to pay when due, after the expiration of any applicable grace
period, any installment payment with respect to its withdrawal liability under
Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in
excess of $10,000,000;


 


(m)                               any material
provision of this Agreement or any other Loan Document, at any time after its
execution and delivery and for any reason other than as expressly permitted
hereunder or thereunder or satisfaction in full of all the obligations of the
Borrower hereunder or thereunder, ceases to be in full force and effect; or the
Borrower or any other Person contests in 


 


55

















 


any manner the validity or enforceability of any
provision of any Loan Document; or the Borrower denies that it has any or
further liability or obligation under any provision of any Loan Document, or
purports to revoke, terminate or rescind any provision of any Loan Document; or


 


(n)                                 a Change in
Control shall occur;


 


then,
and in every such event (other than an event with respect to the Borrower
described in clause (h) or (i) of this Article), and at any time
thereafter during the continuance of such event, the Administrative Agent may,
and at the request of the Required Lenders shall, by notice to the Borrower,
take either or both of the following actions, at the same or different
times:  (i) terminate the Commitments,
and thereupon the Commitments shall terminate immediately, and/or (ii) declare
the Loans then outstanding to be due and payable in whole (or in part, in which
case any principal not so declared to be due and payable may thereafter be
declared to be due and payable), and thereupon the principal of the Loans so
declared to be due and payable, together with accrued interest thereon and all
fees and other obligations of the Borrower accrued hereunder, shall become due
and payable immediately, without presentment, demand, protest or other notice
of any kind, all of which are hereby waived by the Borrower; and in case of any
event with respect to the Borrower described in clause (h) or (i)
of this Article, the Commitments shall automatically terminate and the
principal of the Loans then outstanding, together with accrued interest thereon
and all fees and other obligations of the Borrower accrued hereunder, shall
automatically become due and payable, without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the Borrower.


 


After
the exercise of remedies provided for in this Article VII (or after the
Loans have automatically become immediately due and payable after the
occurrence of any event with respect to the Borrower described in clause (h)
or (i) of this Article), any amounts received on account of all Loans,
fees and other obligations of the Borrower accrued hereunder, shall be applied
by the Administrative Agent in the following order:


 


(i)                                     First, to payment of
that portion of the obligations constituting fees, indemnities, expenses and
other amounts (including fees, charges and disbursements of counsel to the
Administrative Agent and amounts payable under Sections 2.11, 2.12
and 2.13) payable to the Administrative Agent in its capacity as such;


 


(ii)                                  Second, to payment of
that portion of the obligations constituting fees, indemnities and other
amounts (other than principal and interest) payable to the Lenders (including
fees, charges and disbursements of counsel to the respective Lenders and
amounts payable under Sections 2.11, 2.12 and 2.13),
ratably among them in proportion to the respective amounts described in this
clause Second payable to them;


 


(iii)                               Third, to payment of
that portion of the obligations constituting accrued and unpaid interest on the
Loans, ratably among the Lenders in proportion to the respective amounts
described in this clause Third held by them;


 


56

















 


(iv)                              Fourth, to payment of
that portion of the obligations constituting unpaid principal of the Loans,
ratably among the Lenders in proportion to the respective amounts described in
this clause Fourth held by them;


 


(v)                                 Last, the balance,
if any, after all of the other obligations and amounts due and payable
hereunder have been indefeasibly paid in full, to the Borrower or as otherwise
required by law.


 


ARTICLE VIII


 


The Administrative Agent


 


SECTION 8.01. 
Appointment and Authority. 
Each of the Lenders hereby irrevocably appoints Bank of America to act
on its behalf as the Administrative Agent hereunder and under the other Loan
Documents and authorizes the Administrative Agent to take such actions on its
behalf and to exercise such powers as are delegated to the Administrative Agent
by the terms hereof or thereof, together with such actions and powers as are
reasonably incidental thereto.  The
provisions of this Article are solely for the benefit of the Administrative
Agent and the Lenders, and the Borrower
shall not  have rights as a
third party beneficiary of any of such provisions.


 


SECTION 8.02. 
Rights as a Lender.  The
Person serving as the Administrative Agent hereunder shall have the same rights
and powers in its capacity as a Lender as any other Lender and may exercise the
same as though it were not the Administrative Agent and the term “Lender” or “Lenders”
shall, unless otherwise expressly indicated or unless the context otherwise
requires, include the Person serving as the Administrative Agent hereunder in
its individual capacity.  Such Person and
its Affiliates may accept deposits from, lend money to, act as the financial
advisor or in any other advisory capacity for and generally engage in any kind
of business with the Borrower or any Subsidiary or other Affiliate thereof as
if such Person were not the Administrative Agent hereunder and without any duty
to account therefor to the Lenders.


 


SECTION 8.03. 
Exculpatory Provisions. 
The Administrative Agent shall not have any duties or obligations except
those expressly set forth herein and in the other Loan Documents.  Without limiting the generality of the
foregoing, the Administrative Agent:


 


(a)                                  shall not be
subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing;


 


(b)                                 shall not have
any duty to take any discretionary action or exercise any discretionary powers,
except discretionary rights and powers expressly contemplated hereby or by the
other Loan Documents that the Administrative Agent is required to exercise as
directed in writing by the Required Lenders (or such other number or percentage
of the Lenders as shall be expressly provided for herein or in the other Loan
Documents), provided that the Administrative Agent shall not be required
to take any action that, in its opinion or the opinion of its counsel, 


 


57

















 


may expose the Administrative Agent to liability or
that is contrary to any Loan Document or Requirement of Law; and


 


(c)                                  shall not,
except as expressly set forth herein and in the other Loan Documents, have any
duty to disclose, and shall not be liable for the failure to disclose, any
information relating to the Borrower or any of its Affiliates that is communicated
to or obtained by the Person serving as the Administrative Agent or any of its
Affiliates in any capacity.


 


The
Administrative Agent shall not be liable for any action taken or not taken by
it (i) with the consent or at the request of the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Sections 9.02 and Article VII) or
(ii) in the absence of its own gross negligence or willful misconduct.  The Administrative Agent shall be deemed not
to have knowledge of any Default unless and until written notice describing
such Default is given to the Administrative Agent by the Borrower or a Lender.


 


The
Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in
connection with this Agreement or any other Loan Document, (ii) the contents of
any certificate, report or other document delivered hereunder or thereunder or
in connection herewith or therewith, (iii) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth
herein or therein or the occurrence of any Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan
Document or any other agreement, instrument or document or (v) the satisfaction
of any condition set forth in Article IV or elsewhere herein, other than
to confirm receipt of items expressly required to be delivered to the
Administrative Agent.


 


SECTION 8.04. 
Reliance by Administrative Agent. 
The Administrative Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate,
consent, statement, instrument, document or other writing (including any
electronic message, Internet or intranet website posting or other distribution)
believed by it to be genuine and to have been signed, sent or otherwise authenticated
by the proper Person.  The Administrative
Agent also may rely upon any statement made to it orally or by telephone and
believed by it to have been made by the proper Person, and shall not incur any
liability for relying thereon.  In
determining compliance with any condition hereunder to the making of a Loan
that by its terms must be fulfilled to the satisfaction of a Lender, the
Administrative Agent may presume that such condition is satisfactory to such
Lender unless the Administrative Agent shall have received notice to the
contrary from such Lender prior to the making of such Loan.  The Administrative Agent may consult with
legal counsel (who may be counsel for the Borrower), independent accountants and
other experts selected by it, and shall not be liable for any action taken or
not taken by it in accordance with the advice of any such counsel, accountants
or experts.


 


SECTION 8.05. 
Delegation of Duties.  The
Administrative Agent may perform any and all of its duties and exercise its
rights and powers hereunder or under any other Loan


 


58
















 


Document
by or through any one or more sub-agents appointed by the Administrative
Agent.  The Administrative Agent and any
such sub-agent may perform any and all of its duties and exercise its rights
and powers by or through their respective Related Parties.  The exculpatory provisions of this Article shall
apply to any such sub-agent and to the Related Parties of the Administrative
Agent and any such sub-agent, and shall apply to their respective activities in
connection with the syndication of the credit facilities provided for herein as
well as activities as Administrative Agent.


 


SECTION 8.06. 
Resignation of Administrative Agent.  The Administrative Agent may at any time give
notice of its resignation to the Lenders and the Borrower.  Upon receipt of any such notice of
resignation, the Required Lenders shall have the right, in consultation with
the Borrower, to appoint a successor, which shall be a bank with an office in
the United States, or an Affiliate of any such bank with an office in the
United States.  If no such successor
shall have been so appointed by the Required Lenders and shall have accepted
such appointment within 30 days after the retiring Administrative Agent
gives notice of its resignation, then the retiring Administrative Agent may on behalf
of the Lenders, appoint a successor Administrative Agent meeting the
qualifications set forth above; provided that if the Administrative
Agent shall notify the Borrower and the Lenders that no qualifying Person has
accepted such appointment, then such resignation shall nonetheless become
effective in accordance with such notice and (1) the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder and under the other Loan Documents and (2) all payments, communications
and determinations provided to be made by, to or through the Administrative
Agent shall instead be made by or to each Lender directly, until such time as
the Required Lenders appoint a successor Administrative Agent as provided for
above in this Section.  Upon the
acceptance of a successor’s appointment as Administrative Agent hereunder, such
successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring (or retired) Administrative Agent, and
the retiring Administrative Agent shall be discharged from all of its duties
and obligations hereunder or under the other Loan Documents (if not already
discharged therefrom as provided above in this Section).  The fees payable by the Borrower to a
successor Administrative Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Borrower and such
successor.  After the retiring
Administrative Agent’s resignation hereunder and under the other Loan
Documents, the provisions of this Article and Section 9.03
shall continue in effect for the benefit of such retiring Administrative Agent,
its sub-agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while the retiring Administrative
Agent was acting as Administrative Agent.


 


SECTION 8.07. 
Non-Reliance on Administrative Agent and Other Lenders.  Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent or any other
Lender or any of their Related Parties and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. 
Each Lender also acknowledges that it will, independently and without
reliance upon the Administrative Agent or any other Lender or any of their
Related Parties and based on such documents and information as it shall from
time to time deem appropriate, continue to make its own decisions in taking or
not taking action under or based 


 


59

















 


upon
this Agreement, any other Loan Document or any related agreement or any
document furnished hereunder or thereunder.


 


SECTION 8.08. 
No Other Duties, Etc. 
Anything herein to the contrary notwithstanding, none of the Arrangers
or Co-Syndication Agents or Co-Documentation Agents listed on the cover page hereof
shall have any powers, duties or responsibilities under this Agreement or any
of the other Loan Documents, except in its capacity, as applicable, as the
Administrative Agent or a Lender hereunder.


 


ARTICLE IX


 


Miscellaneous


 


SECTION 9.01. 
Notices; Effectiveness; Electronic Communication.


 


(a)                                  Except in the
case of notices and other communications expressly permitted to be given by
telephone (and except as provided in subsection (b) below), all
notices and other communications provided for herein shall be in writing and
shall be delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopier as follows, and all notices and other
communications expressly permitted hereunder to be given by telephone shall be
made to the applicable telephone number, as follows:


 


(i)                                     if to the
Borrower or the Administrative Agent to the address, telecopier number,
electronic mail address or telephone number specified for such Person on Schedule
9.01; and


 


(ii)                                  if to any other
Lender, to the address, telecopier number, electronic mail address or telephone
number specified in its Administrative Questionnaire.


 


Notices
and other communications sent by hand or overnight courier service, or mailed
by certified or registered mail, shall be deemed to have been given when
received; notices and other communications sent by telecopier shall be deemed
to have been given when sent (except that, if not given during normal business
hours for the recipient, shall be deemed to have been given at the opening of
business on the next business day for the recipient).  Notices and other communications delivered
through electronic communications to the extent provided in subsection (b) below,
shall be effective as provided in such subsection (b).


 


(b)                                 Notices and
other communications to the Lenders may be delivered or furnished by electronic
communication (including e-mail and Internet or intranet websites) pursuant to
procedures approved by the Administrative Agent, provided that the
foregoing shall not apply to notices to any Lender pursuant to Article II
if such Lender, as applicable, has notified the Administrative Agent that it is
incapable of receiving notices under such Article by electronic
communication.  The Administrative Agent
or the Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications 


 


60

















 


pursuant to procedures approved by it, provided
that approval of such procedures may be limited to particular notices or
communications.


 


Unless
the Administrative Agent otherwise prescribes, (i) notices and other
communications sent to an e-mail address shall be deemed received upon the
sender’s receipt of an acknowledgement from the intended recipient (such as by
the “return receipt requested” function, as available, return e-mail or other
written acknowledgement), provided that if such notice or other
communication is not sent during the normal business hours of the recipient,
such notice or communication shall be deemed to have been sent at the opening
of business on the next business day for the recipient, and (ii) notices
or communications posted to an Internet or intranet website shall be deemed
received upon the deemed receipt by the intended recipient at its e-mail
address as described in the foregoing clause (i) of
notification that such notice or communication is available and identifying the
website address therefor.


 


(c)                                  THE PLATFORM IS
PROVIDED “AS IS” AND “AS AVAILABLE.”  THE
AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF
THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY
FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED
OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES
OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE
BORROWER MATERIALS OR THE PLATFORM.  In
no event shall the Administrative Agent or any of its Related Parties
(collectively, the “Agent Parties”) have any liability to the Borrower,
any Lender or any other Person for losses, claims, damages, liabilities or
expenses of any kind (whether in tort, contract or otherwise) arising out of
the Borrower’s or the Administrative Agent’s transmission of Borrower Materials
through the Internet, except to the extent that such losses, claims, damages,
liabilities or expenses are determined by a court of competent jurisdiction by
a final and nonappealable judgment to have resulted from the gross negligence
or willful misconduct of such Agent Party; provided, however,
that in no event shall any Agent Party have any liability to the Borrower, any
Lender or any other Person for indirect, special, incidental, consequential or
punitive damages (as opposed to direct or actual damages).


 


(d)                                 Each of the
Borrower and the Administrative Agent Lender may change its address, telecopier
or telephone number for notices and other communications hereunder by notice to
the other parties hereto.  Each other
Lender may change its address, telecopier or telephone number for notices and
other communications hereunder by notice to the Borrower, and the
Administrative Agent.  In addition, each
Lender agrees to notify the Administrative Agent from time to time to ensure
that the Administrative Agent has on record (i) an effective address,
contact name, telephone number, telecopier number and electronic mail address
to which notices and other communications may be sent and (ii) accurate
wire instructions for such Lender. 
Furthermore, each Public Lender agrees to cause at least one individual
at or on behalf of such Public Lender to at all times have selected the “Private
Side Information” or similar designation on the content declaration screen of
the Platform in order to enable such Public 


 


61

















 


Lender or its delegate, in accordance with such
Public Lender’s compliance procedures and applicable law, including United
States Federal and state securities laws, to make reference to Borrower
Materials that are not made available through the “Public Side Information”
portion of the Platform and that may contain material non-public information
with respect to the Borrower or its securities for purposes of United States
Federal or state securities laws.


 


(e)                                  The
Administrative Agent and the Lenders shall be entitled to rely and act upon any
notices purportedly given by or on behalf of the Borrower even if (i) such
notices were not made in a manner specified herein, were incomplete or were not
preceded or followed by any other form of notice specified herein, or (ii) the
terms thereof, as understood by the recipient, varied from any confirmation
thereof.  The Borrower shall indemnify
the Administrative Agent, each Lender and the Related Parties of each of them
from all losses, costs, expenses and liabilities resulting from the reliance by
such Person on each notice purportedly given by or on behalf of the
Borrower.  All telephonic notices to and
other telephonic communications with the Administrative Agent may be recorded
by the Administrative Agent, and each of the parties hereto hereby consents to
such recording.


 


SECTION 9.02. 
Waivers; Amendments; Enforcement. 
(a)  No failure or delay by the Administrative Agent or any Lender
in exercising any right or power hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power.  The rights and remedies
of the Administrative Agent and the Lenders hereunder are cumulative and are
not exclusive of any rights or remedies that they would otherwise have.  No waiver of any provision of this Agreement
or any other Loan Document or consent to any departure by the Borrower
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which
given.  Without limiting the generality
of the foregoing, the making of a Loan shall not be construed as a waiver of
any Default, regardless of whether the Administrative Agent or any Lender may
have had notice or knowledge of such Default at the time.


 


(b)                                 No Loan
Document or any provision thereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the Borrower
and the Required Lenders or by the Borrower and the Administrative Agent with
the consent of the Required Lenders; provided that no such agreement
shall (i) waive any condition set forth in Section 4.01(a) without
the written consent of each Lender, (ii) extend or increase the Commitment
of any Lender (or reinstate any Commitment terminated pursuant to Article VII)
without the written consent of such Lender, (iii) reduce the principal
amount of any Loan or reduce the rate of interest thereon, or reduce any fees
payable hereunder, without the written consent of each Lender affected thereby,
(iv) postpone the scheduled date of payment of the principal amount of any
Loan, or any interest thereon, fees or other amounts due to the Lenders (or any
of them), or reduce the amount of, waive or excuse any such payment, or
postpone the scheduled date of expiration of any Commitment, without the
written consent of each Lender affected thereby, (v) change Section 2.14(b) or
(c) in a manner that would alter the pro rata sharing of payments
required thereby, without the written consent of each Lender, or (vi) change



 


62

















 


any of the provisions of this Section or the
definition of “Required Lenders” or any other provision hereof specifying the
number or percentage of Lenders required to waive, amend or modify any rights
hereunder or make any determination or grant any consent hereunder, without the
written consent of each Lender; provided  further that (x) no
such agreement shall amend, modify or otherwise affect the rights or duties of
the Administrative Agent hereunder without the prior written consent of the
Administrative Agent, and (y) the Fee Letter may be amended, or rights or
privileges thereunder waived, in a writing executed only by the parties
thereto.  Notwithstanding anything to the
contrary herein, no Defaulting Lender shall have any right to approve or
disapprove any amendment, waiver or consent hereunder (and any amendment,
waiver or consent which by its terms requires the consent of all Lenders may be
effected with the consent of all Lenders other than Defaulting Lenders), except
that (x) the Commitment of any Defaulting Lender may not be increased or
extended without the consent of such Lender and (y) any waiver, amendment
or the modification requiring the consent of all Lenders or each affected Lender
that by its terms affects any Defaulting Lender more adversely than other
affected Lenders shall require the consent of such Defaulting Lender.


 


(c)                                  Notwithstanding
anything to the contrary contained herein or in any other Loan Document, the
authority to enforce rights and remedies hereunder and under the other Loan
Documents against the Borrower shall be vested exclusively in, and all actions
and proceedings at law in connection with such enforcement shall be instituted
and maintained exclusively by, the Administrative Agent in accordance with Article VII
for the benefit of all the Lenders; provided, however, that the
foregoing shall not prohibit (a) the Administrative Agent from exercising
on its own behalf the rights and remedies that inure to its benefit (solely in
its capacity as Administrative Agent) hereunder and under the other Loan
Documents, (b) any Lender from exercising setoff rights in accordance with
Section 9.08 (subject to the terms of Section 2.14), or
(c) any Lender from filing proofs of claim or appearing and filing
pleadings on its own behalf during the pendency of a proceeding relative to the
Borrower under any bankruptcy or insolvency proceeding; and provided, further,
that if at any time there is no Person acting as Administrative Agent hereunder
and under the other Loan Documents, then (i) the Required Lenders shall
have the rights otherwise ascribed to the Administrative Agent pursuant to Article VII
and (ii) in addition to the matters set forth in clauses (b) and
(c) of the preceding proviso and subject to Section 2.14,
any Lender may, with the consent of the Required Lenders, enforce any rights
and remedies available to it and as authorized by the Required Lenders.


 


SECTION 9.03. 
Expenses; Indemnity; Damage Waiver.  (a)  The Borrower shall pay (i) all
reasonable, documented out-of-pocket expenses incurred by the Administrative
Agent and its Affiliates (including the reasonable fees, charges and
disbursements of counsel for the Administrative Agent), in connection with the
syndication of the credit facilities provided for herein, the preparation,
negotiation, execution, delivery and administration of this Agreement and the
other Loan Documents or any amendments, modifications or waivers of the
provisions hereof or thereof (whether or not the transactions contemplated
hereby or thereby shall be consummated), and (ii) all out of pocket
expenses incurred by the Administrative Agent or any Lender (including the
fees, charges and disbursements of any counsel for the Administrative Agent or any
Lender), in connection with the enforcement or protection of its rights (A) in
connection with this Agreement and the other Loan Documents, including its
rights under this 


 


63

















 


Section,
or (B) in connection with the Loans made hereunder, including all such out
of pocket expenses incurred during any workout, restructuring or negotiations
in respect of such Loans.


 


(b)                                 The Borrower
shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender,
and each Related Party of any of the foregoing Persons (each such Person being
called an “Indemnitee”) against, and hold each Indemnitee harmless from,
any and all losses, claims, damages, liabilities and related expenses
(including the fees, charges and disbursements of any counsel for any
Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by
any third party or by the Borrower arising out of, in connection with, or as a
result of (i) the execution or delivery of this Agreement or any other
Loan Document or any agreement or instrument contemplated hereby or thereby,
the performance by the parties hereto and thereto of their respective
obligations hereunder and thereunder, the consummation of the transactions
contemplated hereby and thereby, or, in the case of the Administrative Agent
(and any sub-agent thereof) and its Related Parties only, the administration of
this Agreement and the other Loan Documents, (ii) any Loan or the use or
proposed use of the proceeds therefrom, (iii) any actual or alleged
presence or release of Hazardous Materials on or from any property owned or
operated by the Borrower or any of its Subsidiaries, or any Environmental
Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any
actual or prospective claim, litigation, investigation or proceeding relating
to any of the foregoing, whether based on contract, tort or any other theory,
whether brought by a third party or by the Borrower, and regardless of whether
any Indemnitee is a party thereto; provided that such indemnity shall
not, as to any Indemnitee, be available to the extent that such losses, claims,
damages, liabilities or related expenses (x) are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted
from the gross negligence or willful misconduct of such Indemnitee or (y) result
from a claim brought by the Borrower against an Indemnitee for breach in bad
faith of such Indemnitee’s obligations hereunder, if the Borrower has obtained
a final and nonappealable judgment in its favor on such claim as determined by
a court of competent jurisdiction.


 


(c)                                  To the extent
that the Borrower for any reason fails to indefeasibly pay any amount required
under subsection (a) or (b) of this Section to
be paid by it to the Administrative Agent (or any sub-agent thereof), or any
Related Party of the Administrative Agent, each Lender severally agrees to pay
to the Administrative Agent (or any such sub-agent), or such Related Party, as
the case may be, such Lender’s Applicable Percentage (determined as of the time
that the applicable unreimbursed expense or indemnity payment is sought) of
such unpaid amount, provided that the unreimbursed expense or
indemnified loss, claim, damage, liability or related expense, as the case may
be, was incurred by or asserted against the Administrative Agent (or any such
sub-agent) in its capacity as such, or against any such Related Party acting
for the Administrative Agent (or any such sub-agent) in connection with such
capacity.  The obligations of the Lenders
under this subsection (c) are subject to the provisions of Section 2.14(e).


 


(d)                                 To the fullest
extent permitted by applicable law, the Borrower shall not assert, and hereby
waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) 


 


64

















 


arising out of, in connection with, or as a result
of, this Agreement, any other Loan Document or any agreement or instrument
contemplated hereby, the transactions contemplated hereby or thereby, any Loan
or the use of the proceeds thereof.  No
Indemnitee referred to in subsection (b) above shall be liable for
any damages arising from the use by unintended recipients of any information or
other materials distributed to such unintended recipients by such Indemnitee
through telecommunications, electronic or other information transmission
systems in connection with this Agreement or the other Loan Documents or the
transactions contemplated hereby or thereby other than for direct or actual
damages resulting from the gross negligence or willful misconduct of such
Indemnitee as determined by a final and nonappealable judgment of a court of
competent jurisdiction.


 


(e)                                  All amounts due
under this Section shall be payable not later than five (5) days
after written demand therefor.


 


(f)                                    The agreements
in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the
termination of the Commitments and the repayment, satisfaction or discharge of
all the other obligations hereunder.


 


SECTION 9.04. 
Successors and Assigns.  (a) 
The provisions of this Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns permitted
hereby, except that the Borrower may not assign or otherwise transfer any of
its rights or obligations hereunder without the prior written consent of the
Administrative Agent and each Lender and no Lender may assign or otherwise
transfer any of its rights or obligations hereunder except (i) to an
assignee in accordance with the provisions of subsection (b) of
this Section, (ii) by way of participation in accordance with the
provisions of subsection (d) of this Section, or (iii) by way
of pledge or assignment of a security interest subject to the restrictions of subsection
(f) of this Section (and any other attempted assignment or
transfer by any party hereto shall be null and void).  Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby, Participants
to the extent provided in subsection (d) of this Section and,
to the extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent and the Lenders) any legal or equitable right, remedy or
claim under or by reason of this Agreement.


 


(b)                                 Any Lender may
assign to one or more assignees all or a portion of its rights and obligations
under this Agreement (including all or a portion of its Commitment and the
Loans at the time owing to it); provided that any such assignment shall
be subject to the following conditions:


 


(i)                                     Minimum Amounts.


 


(A)                              in the case of an assignment
of the entire remaining amount of the assigning Lender’s Commitment and the
Loans at the time owing to it or in the case of an assignment to a Lender, an
Affiliate 


 


65

















 


of a Lender or an Approved Fund, no minimum amount
need be assigned; and


 


(B)                                in any case not described in
subsection (b)(i)(A) of this Section, the aggregate amount of the
Commitment (which for this purpose includes Loans outstanding thereunder) or,
if the Commitment is not then in effect, the principal outstanding balance of
the Loans of the assigning Lender subject to each such assignment, determined
as of the date the Assignment and Assumption with respect to such assignment is
delivered to the Administrative Agent or, if “Trade Date” is specified in the
Assignment and Assumption, as of the Trade Date, shall not be less than
$5,000,000 unless each of the Administrative Agent and, so long as no Event of
Default has occurred and is continuing, the Borrower otherwise consents (each
such consent not to be unreasonably withheld or delayed); provided, however,
that concurrent assignments to members of an Assignee Group and concurrent
assignments from members of an Assignee Group to a single Eligible Assignee (or
to an Eligible Assignee and members of its Assignee Group) will be treated as a
single assignment for purposes of determining whether such minimum amount has
been met.


 


(ii)                                  Proportionate
Amounts.  Each partial assignment shall
be made as an assignment of a proportionate part of all the assigning Lender’s
rights and obligations under this Agreement with respect to the Loans or the
Commitment assigned.


 


(iii)                               Required
Consents.  No consent
shall be required for any assignment except to the extent required by subsection
(b)(i)(B) of this Section and, in addition:


 


(A)                              the consent of
the Borrower (such consent not to be unreasonably withheld or delayed) shall be
required unless (1) an Event of Default has occurred and is continuing at
the time of such assignment or (2) such assignment is to a Lender, an
Affiliate of a Lender or an Approved Fund; provided that the Borrower
shall be deemed to have consented to any such assignment unless it shall object
thereto by written notice to the Administrative Agent within five (5) Business
Days after having received notice thereof; and


 


(B)                                the consent of
the Administrative Agent (such consent not to be unreasonably withheld or
delayed) shall be required if such assignment is to a Person that is not a
Lender, an Affiliate of such Lender or an Approved Fund with respect to such
Lender;


 


66

















 


(iv)                              Assignment and
Assumption.  The parties
to each assignment shall execute and deliver to the Administrative Agent an
Assignment and Assumption, together with a processing and recordation fee in
the amount of $3,500; provided, however, that the Administrative
Agent may, in its sole discretion, elect to waive such processing and
recordation fee in the case of any assignment. 
The assignee, if it is not a Lender, shall deliver to the Administrative
Agent an Administrative Questionnaire.


 


(v)                                 No Assignment
to Borrower or Defaulting Lenders.  No such assignment shall be made to (A) the
Borrower or any of the Borrower’s Affiliates or Subsidiaries or (B) any
Defaulting Lender or any of its subsidiaries, or any Person who, upon becoming
a Lender hereunder, would constitute any of the foregoing Persons described in
this clause (B).


 


(vi)                              No Assignment
to Natural Persons.  No such
assignment shall be made to a natural person.


 


(vii)                           Certain
Additional Payments. In connection with any assignment of rights and
obligations of any Defaulting Lender hereunder, no such assignment shall be
effective unless and until, in addition to the other conditions thereto set
forth herein, the parties to the assignment shall make such additional payments
to the Administrative Agent in an aggregate amount sufficient, upon
distribution thereof as appropriate (which may be outright payment, purchases
by the assignee of participations or subparticipations, or other compensating
actions, including funding, with the consent of the Borrower and the
Administrative Agent, the applicable pro rata share of Loans previously
requested but not funded by the Defaulting Lender, to each of which the
applicable assignee and assignor hereby irrevocably consent), to (x) pay
and satisfy in full all payment liabilities then owed by such Defaulting Lender
to the Administrative Agent or any Lender hereunder (and interest accrued
thereon) and (y) acquire (and fund as appropriate) its full pro rata share
of all Loans in accordance with its Applicable Percentage.


 


Subject
to acceptance and recording thereof by the Administrative Agent pursuant to subsection
(c) of this Section, from and after the effective date specified in
each Assignment and Assumption, the assignee thereunder shall be a party to
this Agreement and, to the extent of the interest assigned by such Assignment
and Assumption, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender’s rights and obligations under
this Agreement, such Lender shall cease to be a party hereto) but shall
continue to be entitled to the benefits of Sections 2.11, 2.12, 2.13
and 9.03 with respect to facts and circumstances occurring prior to the
effective date of such assignment.  Upon
request, the Borrower (at its expense) shall execute and deliver a Note to the
assignee Lender.  Any assignment or
transfer by a Lender of rights or obligations under this Agreement that does
not comply with this subsection shall be treated for purposes of this Agreement
as a sale by such 


 


67

















 


Lender
of a participation in such rights and obligations in accordance with subsection
(d) of this Section.


 


(c)                                  The Administrative
Agent, acting solely for this purpose as an agent (and such agency being solely
for tax purposes) of the Borrower, shall maintain at the Administrative Agent’s
Office a copy of each Assignment and Assumption delivered to it and a register
for the recordation of the names and addresses of the Lenders, the designation
of any Lender as a Defaulting Lender, and the Commitments of, and principal
amounts of the Loans owing to, each Lender pursuant to the terms hereof from
time to time (the “Register”).  The
entries in the Register shall be conclusive, and the Borrower, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary.  In addition, the Administrative Agent shall
maintain on the Register information regarding the designation, and revocation
of designation, of any Lender as a Defaulting Lender.  The Register shall be available
for inspection by the Borrower and any Lender, at any reasonable time and from
time to time upon reasonable prior notice.


 


(d)                                 Any Lender may
at any time, without the consent of, or notice to, the Borrower or the
Administrative Agent, sell participations to any Person (other than a natural
person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates
or Subsidiaries) (each, a “Participant”) in all or a portion of such
Lender’s rights and/or obligations under this Agreement (including all or a portion
of its Commitment and/or the Loans owing to it); provided that
(i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Borrower, the
Administrative Agent, and the Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and
obligations under this Agreement.


 


Any agreement or instrument pursuant to which a
Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that
such agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, waiver or other
modification described in the first proviso to Section 9.02(b) that
affects such Participant.  Subject to subsection
(e) of this Section, the Borrower agrees that each Participant shall
be entitled to the benefits of Sections 2.11, 2.12 and 2.13  to the same extent as if it were a Lender and had acquired
its interest by assignment pursuant to subsection (b) of this
Section.  To the extent permitted by law,
each Participant also shall be entitled to the benefits of Section 9.08  as though it were a Lender, provided such
Participant agrees to be subject to Section 2.14 as though it were
a Lender.


 


(e)                                  A Participant
shall not be entitled to receive any greater payment under Section 2.11
or 2.13 than the applicable Lender would have been entitled to receive
with respect to the participation sold to such Participant, unless the sale of
the participation to such Participant is made with the Borrower’s prior written
consent.  A Participant that would be a
Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.13
unless the Borrower is


 


68
















 


notified of the participation sold to such
Participant and such Participant agrees, for the benefit of the Borrower, to
comply with Section 2.13(e) as though it were a Lender.


 


(f)            Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement (including
under its Note, if any) to secure obligations of such Lender, including any
pledge or assignment to secure obligations to a Federal Reserve Bank; provided
that no such pledge or assignment shall release such Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto.


 


SECTION 9.05. 
Survival.  All
representations and warranties made hereunder and in any other Loan Document or
other document delivered pursuant hereto or thereto or in connection herewith
or therewith shall survive the execution and delivery hereof and thereof.  Such representations and warranties have been
or will be relied upon by the Administrative Agent and each Lender, regardless
of any investigation made by the Administrative Agent or any Lender or on their
behalf and notwithstanding that the Administrative Agent or any Lender may have
had notice or knowledge of any Default at the time of any Credit Extension, and
shall continue in full force and effect as long as any Loan or any fee or any
other amount payable hereunder shall remain unpaid or unsatisfied.  The provisions of Sections 2.11, 2.12,
2.13 and 9.03 and Article VIII shall survive and
remain in full force and effect regardless of the consummation of the
transactions contemplated hereby, the repayment of the Loans, the expiration or
termination of the Commitments or the termination of this Agreement or any
provision hereof.


 


SECTION 9.06. 
Counterparts; Integration; Effectiveness.  This Agreement may be executed in
counterparts (and by different parties hereto on different counterparts), each
of which shall constitute an original, but all of which when taken together
shall constitute a single contract.  This
Agreement and the other Loan Documents constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all
previous agreements and understandings, oral or written, relating to the
subject matter hereof.  Except as provided
in Section 4.01, this Agreement shall become effective when it
shall have been executed by the Administrative Agent and when the
Administrative Agent shall have received counterparts hereof which, when taken
together, bear the signatures of each of the other parties hereto, and
thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. 
Delivery of an executed counterpart of a signature page of this
Agreement by telecopy or other electronic imaging means shall be effective as
delivery of a manually executed counterpart of this Agreement.


 


SECTION 9.07. 
Severability.  Any
provision of this Agreement or any other Loan Document held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity, illegality or unenforceability
without affecting the validity, legality and enforceability of the remaining
provisions hereof or thereof; and the invalidity of a particular provision in a
particular jurisdiction shall not invalidate such provision in any other
jurisdiction.


 


69

















 


SECTION 9.08. 
Right of Setoff.  If an
Event of Default shall have occurred and be continuing, each Lender is hereby
authorized at any time and from time to time, to the fullest extent permitted
by law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any time
owing by such Lender to or for the credit or the account of the Borrower
against any of and all of the obligations of the Borrower now or hereafter
existing under this Agreement or any other Loan Document owing to such Lender,
irrespective of whether or not such Lender shall have made any demand under
this Agreement or any other Loan Document and although such obligations may be
unmatured; provided, that in the event that any Defaulting Lender shall
exercise any such right of setoff, (x) all amounts so set off shall be
paid over immediately to the Administrative Agent for further application in
accordance with the provisions of Section 2.17 and, pending such
payment, shall be segregated by such Defaulting Lender from its other funds and
deemed held in trust for the benefit of the Administrative Agent and the
Lenders, and (y) the Defaulting Lender shall provide promptly to the
Administrative Agent a statement describing in reasonable detail the
Obligations owing to such Defaulting Lender as to which it exercised such right
of setoff.  The rights of each Lender
under this Section are in addition to other rights and remedies (including
other rights of setoff) which such Lender may have.


 


SECTION 9.09. 
Governing Law; Jurisdiction; Consent to Service of Process.  (a)  This Agreement and the rights and
obligations of the parties hereto shall be governed by, and construed and
interpreted in accordance with, the law of the State of New York (excluding the
laws applicable to conflicts or choice of law to the extent that the
application of the law of another jurisdiction would be required thereby).


 


(a)           The Borrower hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of the
courts of the State of New York sitting in New York County and of the United
States District Court of the Southern District of New York, and any appellate
court from any thereof, in any action or proceeding arising out of or relating
to this Agreement or any other Loan Document, or for recognition or enforcement
of any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State court or, to the
extent permitted by law, in such Federal court. 
Each of the parties hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by
law.  Nothing in this Agreement or in any
other Loan Document shall affect any right that the Administrative Agent or any
Lender may otherwise have to bring any action or proceeding relating to this
Agreement or any other Loan Document against the Borrower or its properties in
the courts of any jurisdiction.


 


(b)           The Borrower hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any
suit, action or proceeding arising out of or relating to this Agreement or any
other Loan Document in any court referred to in paragraph (b) of this
Section.  Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the 


 


70

















 


defense of an inconvenient forum to the maintenance
of such action or proceeding in any such court.


 


(c)           Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 9.01.  Nothing in this Agreement or in any other
Loan Document will affect the right of any party to this Agreement to serve
process in any other manner permitted by law.


 


SECTION 9.10. 
WAIVER OF JURY TRIAL.  EACH
PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT
IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.


 


SECTION 9.11. 
Headings.  Article and
Section headings and the Table of Contents used herein are for convenience
of reference only, are not part of this Agreement and shall not affect the
construction of, or be taken into consideration in interpreting, this
Agreement.


 


SECTION 9.12. 
Confidentiality.  Each of
the Administrative Agent and the Lenders agrees to maintain the confidentiality
of the Information (as defined below), except that Information may be disclosed
(a) to its Affiliates and to its and its Affiliates’ respective partners,
directors, officers, employees, agents, trustees, advisors and representatives
(it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep
such Information confidential), (b) to the extent requested by any
regulatory authority purporting to have jurisdiction over it (including any
self-regulatory authority, such as the National Association of Insurance
Commissioners), (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (d) to any other
party hereto, (e) in connection with the exercise of any remedies
hereunder or under any other Loan Document or any action or proceeding relating
to this Agreement or any other Loan Document or the enforcement of rights
hereunder or thereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement or any Eligible Assignee invited to
be a Lender pursuant to Section 2.16 or (ii) any actual or
prospective counterparty (or its advisors) to any swap or derivative
transaction relating to the Borrower and its obligations, (g) with the
consent of the Borrower or (h) to the extent such Information (x) becomes
publicly available other than as a result of a breach of this 


 


71

















 


Section or
(y) becomes available to the Administrative Agent, any Lender or any of
their respective Affiliates on a nonconfidential basis from a source other than
the Borrower.


 


For purposes of this Section, “Information” means
all information received from the Borrower or any Subsidiary relating to the
Borrower or any Subsidiary or any of their respective businesses, other than
any such information that is available to the Administrative Agent or any
Lender on a nonconfidential basis prior to disclosure by the Borrower or any
Subsidiary, provided that, in the case of information received from the
Borrower or any Subsidiary after the date hereof, such information is clearly
identified at the time of delivery as confidential.  Any Person required to maintain the
confidentiality of Information as provided in this Section shall be
considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.


 


Each of the Administrative Agent and the Lenders
acknowledges that (a) the Information may include material non-public
information concerning the Borrower or a Subsidiary, as the case may be, (b) it
has developed compliance procedures regarding the use of material non-public
information and (c) it will handle such material non-public information in
accordance with applicable law, including United States Federal and state
securities laws.


 


SECTION 9.13. 
Interest Rate Limitation. 
Notwithstanding anything herein to the contrary, if at any time the
interest rate applicable to any Loan, together with all fees, charges and other
amounts which are treated as interest on such Loan under applicable law (collectively
the “Charges”), shall exceed the maximum lawful rate (the “Maximum
Rate”) which may be contracted for, charged, taken, received or reserved by
the Lender holding such Loan in accordance with applicable law, the rate of
interest payable in respect of such Loan hereunder, together with all Charges
payable in respect thereof, shall be limited to the Maximum Rate and, to the
extent lawful, the interest and Charges that would have been payable in respect
of such Loan but were not payable as a result of the operation of this Section shall
be cumulated and the interest and Charges payable to such Lender in respect of
other Loans or periods shall be increased (but not above the Maximum Rate
therefor) until such cumulated amount, together with interest thereon at the
Federal Funds Effective Rate to the date of repayment, shall have been received
by such Lender.


 


SECTION 9.14. 
No Advisory or Fiduciary Responsibility.  In connection with all aspects of each
transaction contemplated hereby (including in connection with any amendment,
waiver or other modification hereof or of any other Loan Document), the
Borrower acknowledges and agrees, and acknowledges its Affiliates’
understanding, that: (i) (A) the arranging and other services
regarding this Agreement provided by the Administrative Agent and the Arranger
are arm’s-length commercial transactions between the Borrower and its
Affiliates, on the one hand, and the Administrative Agent and the Arranger, on
the other hand, (B) the Borrower has consulted its own legal, accounting,
regulatory and tax advisors to the extent it has deemed appropriate, and (C) the
Borrower is capable of evaluating, and understands and accepts, the terms,
risks and conditions of the transactions contemplated hereby and by the other
Loan Documents; (ii) (A) the Administrative Agent and the Arranger
each is and has been acting 


 


72

















 


solely
as a principal and, except as expressly agreed in writing by the relevant
parties, has not been, is not, and will not be acting as an advisor, agent or
fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither
the Administrative Agent nor the Arranger has any obligation to the Borrower or
any of its Affiliates with respect to the transactions contemplated hereby
except those obligations expressly set forth herein and in the other Loan
Documents; and (iii) the Administrative Agent and the Arranger and their
respective Affiliates may be engaged in a broad range of transactions that involve
interests that differ from those of the Borrower and its Affiliates, and
neither the Administrative Agent nor the Arranger has any obligation to
disclose any of such interests to the Borrower or its Affiliates.  To the fullest extent permitted by law, the
Borrower  hereby waives and releases any
claims that it may have against the Administrative Agent and the Arranger with
respect to any breach or alleged breach of agency or fiduciary duty in
connection with any aspect of any transaction contemplated hereby.


 


SECTION 9.15. 
USA Patriot Act.  Each
Lender that is subject to the Act (as hereinafter defined) and the
Administrative Agent (for itself and not on behalf of any Lender) hereby
notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”),
it is required to obtain, verify and record information that identifies the
Borrower, which information includes the name and address of the Borrower and
other information that will allow such Lender or the Administrative Agent, as
applicable, to identify the Borrower in accordance with the Act.  The Borrower shall, promptly following a
request by the Administrative Agent or any Lender, provide all documentation
and other information that the Administrative Agent or such Lender requests in
order to comply with its ongoing obligations under applicable “know your
customer” and anti-money laundering rules and regulations, including the
Act.


 


[Remainder of Page Left Intentionally Blank]


 


73

















 


IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed by their respective authorized
officers as of the day and year first above written.


 


 


	
   

  	
  Borrower:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WADDELL &
  REED FINANCIAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Daniel P. Connealy

  
	
   

  	
   

  	
  Name:

  	
  Daniel
  P. Connealy

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President and Chief 

  Financial Officer

  



 


[Signature Page to WDR
Credit Agreement – 2010]


 
















 


	
   

  	
  Administrative
  Agent:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK
  OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  William A. Cessna

  
	
   

  	
   

  	
  Name:

  	
  William
  A. Cessna

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 


[Signature Page to WDR
Credit Agreement – 2010]


 

















 


	
   

  	
  Lenders:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK
  OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Helene De Luca

  
	
   

  	
   

  	
  Name:

  	
  Helene
  De Luca

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  



 


[Signature Page to WDR
Credit Agreement – 2010]


 

















 


	
   

  	
  Lenders
  (cont’d):

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UMB
  BANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David A. Proffitt

  
	
   

  	
   

  	
  Name:

  	
  David
  A. Proffitt

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  



 


[Signature
Page to WDR Credit Agreement – 2010]


 

















 


	
   

  	
  Lenders
  (cont’d):

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE
  BANK OF NOVA SCOTIA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David Mahmood

  
	
   

  	
   

  	
  Name:

  	
  David
  Mahmood

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  



 


[Signature
Page to WDR Credit Agreement – 2010]


 

















 


	
   

  	
  Lenders
  (cont’d):

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CITIBANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dane Graham

  
	
   

  	
  Name:

  	
  Dane
  Graham

  
	
   

  	
  Title:

  	
  Vice
  President

  



 


[Signature
Page to WDR Credit Agreement – 2010]


 

















 


	
   

  	
  Lenders
  (cont’d):

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WELLS
  FARGO BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Casey Connelly

  
	
   

  	
  Name:

  	
  Casey
  Connelly

  
	
   

  	
  Title:

  	
  Vice
  President

  



 


[Signature
Page to WDR Credit Agreement – 2010]


 

















 


	
   

  	
  Lenders
  (cont’d):

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMMERCE
  BANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jeffrey M. Turner

  
	
   

  	
  Name:

  	
  Jeffrey
  M. Turner

  
	
   

  	
  Title:
  

  	
  Vice
  President

  



 


[Signature
Page to WDR Credit Agreement – 2010]


 

















 


	
   

  	
  Lenders
  (cont’d):

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  M &
  I MARSHALL & ILSLEY BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David T. Hunt

  
	
   

  	
  Name:

  	
  David
  T. Hunt

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Aaron Wiechman

  
	
   

  	
  Name:

  	
  Aaron
  Wiechman

  
	
   

  	
  Title:

  	
  Assistant
  Vice President

  



 


[Signature
Page to WDR Credit Agreement – 2010]


 






 












 


SCHEDULE 2.01


 


COMMITMENTS


 


	
  Lender

  	
   

  	
  Commitment

  	
   

  
	
  Bank
  of America, N.A.

  	
   

  	
  $

  	
  24,000,000.00

  	
   

  
	
  UMB Bank, N.A.

  	
   

  	
  $

  	
  22,000,000.00

  	
   

  
	
  The
  Bank of Nova Scotia

  	
   

  	
  $

  	
  22,000,000.00

  	
   

  
	
  Citibank,
  N.A.

  	
   

  	
  $

  	
  18,000,000.00

  	
   

  
	
  Wells
  Fargo Bank, National Association

  	
   

  	
  $

  	
  18,000,000.00

  	
   

  
	
  Commerce
  Bank, N.A.

  	
   

  	
  $

  	
  12,500,000.00

  	
   

  
	
  M &
  I Marshall & Ilsley Bank

  	
   

  	
  $

  	
  8,500,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  125,000,000.00

  	
   

  



 

















 


SCHEDULE 3.04


 


FINANCIAL CONDITION


 


None


 

















 


SCHEDULE 3.06


 


DISCLOSED MATTERS


 


1.                                       Michael
E. Taylor, Kenneth B. Young, individuals, on behalf of themselves individually
and on behalf of others similarly situated v. Waddell & Reed, Inc.,
a Delaware Corporation; Waddell & Reed Financial, Inc., a
Delaware Corporation; Waddell & Reed Development, Inc., a
Delaware Corporation; Waddell & Reed Financial Advisors, a fictitious
business name; and DOES 1 through 10 inclusive; Case No. 09-CV-2909 DMS
WVG; in the United States District Court for the Southern District of
California.


 


In
an action filed December 28, 2009, the Company, along with various of its
affiliates, were sued in an individual action, class action and Fair Labor
Standards Act (“FLSA”) nationwide collective action by two former advisors
asserting misclassification of financial advisors as independent contractors
instead of employees.  Plaintiffs assert
claims under the FLSA for minimum wages and overtime wages, and under
California Labor Code Statutes for timely pay wages, minimum wages, overtime
compensation, meal periods, reimbursement of losses and business expenses and
itemized wage statements and a claim for Unfair Business Practices under §17200
of the California Business & Professions Code.  Plaintiffs seek declaratory and injunctive
relief and monetary damages.  The Company
intends to vigorously contest plaintiffs’ claims.


 


In
the opinion of management, the ultimate resolution and outcome of this matter
is uncertain.  At this stage of the
litigation, the Company is unable to estimate the expense or exposure, if any,
that it may represent.   The ultimate
resolution of this matter, or an adverse determination against the Company,
could have a material adverse impact on the financial position and results of
operations of the Company.  However, this
possible impact is unknown and not reasonably determinable; therefore, no
liability has been recorded in the consolidated financial statements.


 

















 


SCHEDULE 3.10


 


PENSION PLANS


 


PART D


 


1.                                       Waddell & Reed Financial, Inc. Retirement Income Plan, as
amended and restated.


 

















 


SCHEDULE 3.13


 


SUBSIDIARIES


 


PART A


 


	
  Name

  	
   

  	
  Jurisdiction
  of 

  Incorporation

  or Formation

  	
   

  	
  % of Capital Stock

  Owned by Borrower(1)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Waddell &
  Reed Financial Services, Inc.

  	
   

  	
  Missouri

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Waddell &
  Reed, Inc.

  	
   

  	
  Delaware

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Waddell &
  Reed Investment Management Company

  	
   

  	
  Kansas

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Waddell &
  Reed Services Company

  	
   

  	
  Missouri

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  W&R
  Capital Management Group, Inc.

  	
   

  	
  Delaware

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  W&R
  Corporate LLC

  	
   

  	
  Delaware

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ivy
  Investment Management Company

  	
   

  	
  Delaware

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ivy
  Funds Distributor, Inc.

  	
   

  	
  Florida

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  W &
  R Insurance Agency, Inc.

  	
   

  	
  Missouri

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  W &
  R Insurance Agency of Alabama, Inc.

  	
   

  	
  Alabama

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  W &
  R Insurance Agency of Colorado, Inc.

  	
   

  	
  Colorado

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  W &
  R Insurance Agency of Montana, Inc.

  	
   

  	
  Montana

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  W &
  R Insurance Agency of Nevada, Inc.

  	
   

  	
  Nevada

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  W &
  R Insurance Agency of Utah, Inc.

  	
   

  	
  Utah

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  W &
  R Insurance Agency of Wisconsin, Inc.

  	
   

  	
  Wisconsin

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Unicon
  Agency, Inc.

  	
   

  	
  New
  York

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Unicon
  Insurance Agency of Massachusetts, Inc.

  	
   

  	
  Massachusetts

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fiduciary
  Trust Company of New Hampshire

  	
   

  	
  New
  Hampshire

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Legend
  Group Holdings, LLC

  	
   

  	
  Delaware

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Legend
  Advisory Corporation

  	
   

  	
  New
  York

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Legend
  Equities Corporation

  	
   

  	
  Delaware

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Advisory
  Services Corporation

  	
   

  	
  Nevada

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The
  Legend Group, Inc.

  	
   

  	
  Delaware

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LEC
  Insurance Agency, Inc.

  	
   

  	
  Texas

  	
   

  	
  100

  	
  %

  



 






(1) Owned directly or indirectly through one or
more wholly-owned subsidiaries


 

















 


PART B


 


1.                                       Sciens Capital
Partners, L.P.


 


2.                                       PB Holdings 1,
LLC


 


3.                                       Northern
Hellenic Holdings, LLC


 

















 


SCHEDULE 6.02


 


EXISTING INDEBTEDNESS


 


1.                                       Waddell &
Reed, Inc. - $748 thousand of capital lease obligations.


 


2.                                       W&R
Corporate LLC - $10 thousand of capital lease obligations.


 


3.                                       Advisory
Services Corporation - $15 thousand of capital lease obligations.


 

















 


SCHEDULE 6.03


 


EXISTING LIENS


 


1.                                       Aircraft Lease,
dated as of September 24, 2008 between Wilmington Trust Company, not in
its individual capacity, but solely as the Owner Trustee under Trust Agreement
dated as of April 3, 2006 as Lessor and Waddell & Reed, Inc.
as Lessee.


 

















 


SCHEDULE 6.08


 


EXISTING RESTRICTIONS


 


1.                                       Section 10.3(e) of
that certain Note Purchase Agreement, dated as of August 31, 2010, by and
between Waddell & Reed Financial, Inc. and the purchasers party
thereto related to the Company’s $190.0 million in senior unsecured notes
contains and “equal and ratable” securitization provision with respect to
liens.


 

















 


SCHEDULE 6.09


 


SALE/LEASEBACK PROPERTIES


 


1.                                       6300 Lamar
Avenue, Overland Park, Kansas


 


2.                                       6301 Glenwood, Overland Park, Kansas


 

















 


SCHEDULE 9.01


 


ADMINISTRATIVE
AGENT’S OFFICE;


CERTAIN
ADDRESSES FOR NOTICES


 


BORROWER:


Waddell &
Reed Financial, Inc.


6300 Lamar Avenue


Overland Park, Kansas 66202


Attention: 
Wendy J. Hills, Secretary, Vice President and Associate General Counsel


Telephone: 913-236-2013


Telecopier:
913-236-2725


Electronic
Mail: whills@waddell.com


Website
Address:                                               www.
waddell.com


U.S. Taxpayer Identification Number: 51-0261715


 


ADMINISTRATIVE AGENT:


 


Administrative
Agent’s Office


(for
payments and Requests for Borrowings):


Bank of America, N.A.


101 North Tryon Street


NC1-001-04-39


Charlotte, North Carolina 28255


Attention: 
Eric Allen Smith


Telephone: 
980.386.5115


Facsimile: 
704.409.0273


Electronic Mail: eric.a.smith@bankofamerica.com


Account No.:  
1366212250600


Ref:   Waddell &
Reed Financial, Inc.


ABA# 026009593


 


Other
Notices as Administrative Agent:


Bank of America, N.A.


Agency Management Group


101 North Tryon Street


NC1-001-15-14


Charlotte, North Carolina 28255-0001


Attention: William A. Cessna


Telephone: 980.388.1639


Facsimile: 704.264.2501


Electronic Mail: william.a.cessna@bankofamerica.com


 
















 


EXHIBIT A


 


ASSIGNMENT
AND ASSUMPTION


 


This Assignment and Assumption (this
“Assignment and Assumption”) is dated as of the Effective Date set forth
below and is entered into by and between [the][each](1) Assignor
identified in item 1 below ([the][each, an] “Assignor”) and [the][each](2) Assignee
identified in item 2 below ([the][each, an] “Assignee”).  [It is understood and agreed that the rights
and obligations of [the Assignors][the Assignees](3) hereunder are several
and not joint.](4)  Capitalized terms used but not defined herein shall
have the meanings given to them in the Credit Agreement identified below (the “Credit
Agreement”), receipt of a copy of which is hereby acknowledged by the
Assignee.  The Standard Terms and
Conditions set forth in Annex 1 attached hereto are hereby agreed to and
incorporated herein by reference and made a part of this Assignment and
Assumption as if set forth herein in full.


 


For an agreed consideration,
[the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the
respective Assignees], and [the][each] Assignee hereby irrevocably purchases
and assumes from [the Assignor][the respective Assignors], subject to and in
accordance with the Standard Terms and Conditions and the Credit Agreement, as
of the Effective Date inserted by the Administrative Agent as contemplated
below (i) all of [the Assignor’s][the respective Assignors’] rights and
obligations in [its capacity as a Lender][their respective capacities as
Lenders] under the Credit Agreement and any other documents or instruments
delivered pursuant thereto to the extent related to the amount and percentage
interest identified below and (ii) to the extent permitted to be assigned
under applicable law, all claims, suits, causes of action and any other right
of [the Assignor (in its capacity as a Lender)][the respective Assignors (in
their respective capacities as Lenders)] against any Person, whether known or
unknown, arising under or in connection with the Credit Agreement, any other
documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing,
including, but not limited to, contract claims, tort claims, malpractice
claims, statutory claims and all other claims at law or in equity related to
the rights and obligations sold and assigned pursuant to clause (i) above
(the rights and obligations sold and assigned by [the][any] Assignor to
[the][any] Assignee pursuant to clauses (i) and (ii) above being
referred to herein collectively as [the][an] “Assigned Interest”).  Each such sale and assignment is without
recourse to [the][any] Assignor and, except as expressly provided in this
Assignment and Assumption, without representation or warranty by [the][any]
Assignor.


 


1.                                       Assignor[s]:


 






(1)                                  For bracketed language here and elsewhere in this form
relating to the Assignor(s), if the assignment is from a single Assignor,
choose the first bracketed language.  If
the assignment is from multiple Assignors, choose the second bracketed
language.


 


(2)                                  For bracketed language here and elsewhere in this form
relating to the Assignee(s), if the assignment is to a single Assignee, choose
the first bracketed language.  If the
assignment is to multiple Assignees, choose the second bracketed language.


 


(3)                                  Select as appropriate.


 


(4)                                  Include bracketed language if there are either multiple
Assignors or multiple Assignees.


 


A-1

















 


 


2.                                       Assignee[s]:


 


 


[for each Assignee, indicate
[Affiliate][Approved Fund] of [identify Lender]]


 


3.                                       Borrower:                                            Waddell & Reed Financial, Inc.


 


4.                                       Administrative Agent:
Bank of America, N.A., as the administrative agent under the Credit Agreement


 


5.                                       Credit Agreement:                                               Credit Agreement, dated as of August 31, 2010 (as
amended, restated, extended, supplemented or otherwise modified in writing from
time to time), among Waddell & Reed Financial, Inc., the Lenders
from time to time party thereto, and Bank
of America, N.A., as Administrative Agent


 


6.                                       Assigned Interest:


 


	
  Assignor[s](5)

  	
   

  	
  Assignee[s](6)

  	
   

  	
  Aggregate

  Amount of

  Commitment

  for all
  Lenders(7)

  	
   

  	
  Amount of

  Commitment

  Assigned

  	
   

  	
  Percentage

  Assigned of

  Commitment

  	
   

  	
  CUSIP

  Number

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
  %

  	
   

  	
   

  



 


[7.                                   Trade
Date:                       ](8)


 


Effective
Date:                        ,
20     [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH
SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]


 






(5)                                  List each Assignor, as appropriate.


 


(6)                                  List each Assignee, as appropriate.


 


(7)                                  Amounts in this column and in the column immediately to the
right to be adjusted by the counterparties to take into account any payments or
prepayments made between the Trade Date and the Effective Date.


 


(8)                                  To be completed if the Assignor and the Assignee intend that
the minimum assignment amount is to be determined as of the Trade Date.


 


A-2

















 


The terms set forth in this
Assignment and Assumption are hereby agreed to:


 


	
   

  	
   

  	
  ASSIGNOR

  
	
   

  	
   

  	
  [NAME OF ASSIGNOR]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ASSIGNEE

  
	
   

  	
   

  	
  [NAME OF ASSIGNEE]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  [Consented to
  and](9) Accepted:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BANK OF AMERICA, N.A., as

  	
   

  	
   

  
	
  Administrative Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [Consented to:](10)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WADDELL & REED
  FINANCIAL, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  



 






(9)                                  To be added only if the consent of the Administrative Agent
is required by the terms of the Credit Agreement.


 


(10)                            To be added only if the consent of the Borrower is required
by the terms of the Credit Agreement.


 


A-3

















 


ANNEX 1 TO ASSIGNMENT AND ASSUMPTION


 


STANDARD
TERMS AND CONDITIONS FOR


 


ASSIGNMENT
AND ASSUMPTION


 


1.                                       Representations and Warranties.


 


1.1.                              Assignor.  [The][Each] Assignor (a) represents and
warrants that (i) it is the legal and beneficial owner of [the][[the
relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free
and clear of any lien, encumbrance or other adverse claim and (iii) it has
full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the
Credit Agreement or any other Loan Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Loan
Documents or any collateral thereunder, (iii) the financial condition of
the Borrower, any of its Subsidiaries or Affiliates or any other Person
obligated in respect of any Loan Document or (iv) the performance or
observance by the Borrower, any of its Subsidiaries or Affiliates or any other
Person of any of their respective obligations under any Loan Document.


 


1.2.                              Assignee.  [The][Each] Assignee (a) represents and
warrants that (i) it has full power and authority, and has taken all
action necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby and to become a Lender under
the Credit Agreement, (ii) it meets all the requirements to be an assignee
under Section 9.04(b)(iii), (v) and (vi) of
the Credit Agreement (subject to such consents, if any, as may be required
under Section 9.04(b)(iii) of the Credit Agreement), (iii) from
and after the Effective Date, it shall be bound by the provisions of the Credit
Agreement as a Lender thereunder and, to the extent of [the][the relevant]
Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it
is sophisticated with respect to decisions to acquire assets of the type
represented by [the][such] Assigned Interest and either it, or the Person
exercising discretion in making its decision to acquire [the][such] Assigned
Interest, is experienced in acquiring assets of such type, (v) it has
received a copy of the Credit Agreement, and has received or has been accorded
the opportunity to receive copies of the most recent financial statements
delivered pursuant to Section 5.01(a) and Section 5.01(b) thereof,
as applicable, and such other documents and information as it deems appropriate
to make its own credit analysis and decision to enter into this Assignment and
Assumption and to purchase [the][such] Assigned Interest, (vi) it has,
independently and without reliance upon the Administrative Agent or any other
Lender and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if
it is a Foreign Lender, attached hereto is any documentation required to be
delivered by it pursuant to the terms of the Credit Agreement, duly completed
and executed by [the][such] Assignee; and (b) agrees that (i) it
will, independently and without reliance upon the Administrative Agent,
[the][any] Assignor or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Loan Documents, and (ii) it
will 


 


A-4

















 


perform in accordance with their
terms all of the obligations which by the terms of the Loan Documents are required
to be performed by it as a Lender.


 


2.                                       Payments.  From and after the Effective Date, the
Administrative Agent shall make all payments in respect of [the][each] Assigned
Interest (including payments of principal, interest, fees and other amounts) to
[the][the relevant] Assignor for amounts which have accrued to but excluding
the Effective Date and to [the][the relevant] Assignee for amounts which have
accrued from and after the Effective Date.


 


3.                                       General Provisions.  This Assignment and Assumption shall be
binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns.  This
Assignment and Assumption may be executed in any number of counterparts, which
together shall constitute one instrument. 
Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by telecopy shall be effective as delivery of a
manually executed counterpart of this Assignment and Assumption.  This Assignment and Assumption shall be
governed by, and construed in accordance with, the law of the State of New York
(excluding the laws applicable to conflicts or choice of law to the extent that
the application of the law of another jurisdiction would be required thereby).


 


A-5

















 


EXHIBIT B


 


FORM OF
NOTE


 


                 ,
      


 


FOR VALUE RECEIVED, the undersigned
(the “Borrower”),
hereby promises to pay to [NAME OF LENDER] or registered assigns (the “Lender”),
in accordance with the provisions of the Agreement (as hereinafter defined),
the principal amount of each Loan from time to time made by the Lender to the
Borrower under that certain Credit Agreement, dated as of August 31, 2010
(as amended, restated, extended, supplemented or otherwise modified in writing
from time to time, the “Agreement;” the terms defined therein being used herein as
therein defined), among the Borrower, the Lenders from time to time party
thereto, and Bank of America, N.A., as Administrative Agent.


 


The Borrower promises to pay
interest on the unpaid principal amount of each Loan from the date of such Loan
until such principal amount is paid in full, at such interest rates and at such
times as provided in the Agreement.  All
payments of principal and interest shall be made to the Administrative Agent
for the account of the Lender in dollars in immediately available funds at the
Administrative Agent’s Office.  If any
amount is not paid in full when due hereunder, such unpaid amount shall bear
interest, to be paid upon demand, from the due date thereof until the date of
actual payment (and before as well as after judgment) computed at the per annum
rate set forth in the Agreement.


 


This Note is one of the Notes
referred to in the Agreement, is entitled to the benefits thereof and may be
prepaid in whole or in part subject to the terms and conditions provided
therein.  Upon the occurrence and
continuation of one or more of the Events of Default specified in the
Agreement, all amounts then remaining unpaid on this Note shall become, or may
be declared to be, immediately due and payable all as provided in the
Agreement.  Loans made by the Lender
shall be evidenced by one or more loan accounts or records maintained by the
Lender in the ordinary course of business. 
The Lender may also attach schedules to this Note and endorse thereon
the date, amount and maturity of its Loans and payments with respect thereto.


 


The Borrower, for itself, its
successors and assigns, hereby waives diligence, presentment, protest and
demand and notice of protest, demand, dishonor and non-payment of this Note.


 


[Remainder of Page Left Intentionally
Blank]


 


B-1

















 


THIS NOTE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (EXCLUDING THE
LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY).


 


	
   

  	
  WADDELL & REED
  FINANCIAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


B-2

















 


LOANS AND PAYMENTS WITH RESPECT
THERETO


 


	
  Date

  	
   

  	
  Type of

  Loan Made

  	
   

  	
  Amount of

  Loan Made

  	
   

  	
  End of

  Interest

  Period

  	
   

  	
  Amount of

  Principal or

  Interest Paid

  This Date

  	
   

  	
  Outstanding

  Principal

  Balance This

  Date

  	
   

  	
  Notation

  Made By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


B-3

















 


W A D D E L
L  &  R E E D  F I N A N C I A L, I N C.


Mutual Fund Management Fees by Fund Family


2010 Actual ($000)


 


Exhibit C-1


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  % Inc (Dec)

  	
   

  	
  Total

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  % of

  	
   

  	
  YTD Mgmt

  	
   

  	
  Variance

  	
   

  	
  2009

  	
   

  	
  Year

  	
   

  
	
   

  	
   

  	
  Jan

  	
   

  	
  Feb

  	
   

  	
  Mar

  	
   

  	
  Apr

  	
   

  	
  May

  	
   

  	
  Jun

  	
   

  	
  Jul

  	
   

  	
  Aug

  	
   

  	
  Sep

  	
   

  	
  Oct

  	
   

  	
  Nov

  	
   

  	
  Dec

  	
   

  	
  Y-T-D

  	
   

  	
  Total

  	
   

  	
  Fee Rate

  	
   

  	
  From L-Y

  	
   

  	
  Actual

  	
   

  	
  2009

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  W&R Advisors Funds

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Accumulative

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Asset Strategy

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bond

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cash Management

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Continental Income

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Core Investment

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dividend Opportunities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Energy

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Global Bond

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Government Securities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  High Income

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Growth

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Municipal Bond

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Municipal High Income

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  New Concepts

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Retirement Shares

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Science & Technology

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Small Cap

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tax-Managed Equity

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Value

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Vanguard

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  W&R Advisors Funds Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ivy Funds

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Asset Strategy

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Asset Strategy New Opportunities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Balanced

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bond

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Capital Appreciation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Core Equity

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cundill Global Value

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dividend Opportunities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Energy

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  European Opportunities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Global Bond

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Global Natural Resources

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  High Income

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Balanced

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Core Equity

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Growth

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Large Cap Growth

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Limited-Term Bond

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Managed European/Pacific

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Managed International Opportunities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Micro Cap Growth

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mid Cap Growth

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Money Market

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mortgage Securities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Municipal Bond

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Municipal High Income

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pacific Opportunities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Real Estate Securities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Science & Technology

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Small Cap Growth

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Small Cap Value

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Value

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ivy Funds Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


W A D D E L
L  &  R E E D  F I N A N C I A L, I N C.


Mutual Fund Management Fees by Fund Family


2010 Actual ($000)


 


Exhibit C-1


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  % Inc (Dec)

  	
   

  	
  Total

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  % of

  	
   

  	
  YTD Mgmt

  	
   

  	
  Variance

  	
   

  	
  2009

  	
   

  	
  Year

  	
   

  
	
   

  	
   

  	
  Jan

  	
   

  	
  Feb

  	
   

  	
  Mar

  	
   

  	
  Apr

  	
   

  	
  May

  	
   

  	
  Jun

  	
   

  	
  Jul

  	
   

  	
  Aug

  	
   

  	
  Sep

  	
   

  	
  Oct

  	
   

  	
  Nov

  	
   

  	
  Dec

  	
   

  	
  Y-T-D

  	
   

  	
  Total

  	
   

  	
  Fee Rate

  	
   

  	
  From L-Y

  	
   

  	
  Actual

  	
   

  	
  2009

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ivy VIP Funds

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Asset Strategy

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Balanced

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bond

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Core Equity

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dividend Opportunities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Energy

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Global Natural Resources

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Growth

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  High Income

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Growth

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Value

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Micro Cap Growth

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mid Cap Growth

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Money Market

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mortgage Securities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Real Estate Securities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Science & Technology

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Small Cap

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Small Cap Value

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Value

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ivy VIP Funds Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Grand Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Equity

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fixed

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Money Market

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Daily Average

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
  Change in Mutual Fund Assets Under Management

  	
  July 2010

  	
   

  
	
  (Millions)

  	
  Month to Date

  	
  Exhibit C-1

  



 


	
   

  	
   

  	
  Net Assets

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Net

  	
   

  	
  Net

  	
   

  	
  Dividends

  	
   

  	
  Net Investment

  	
   

  	
  Dividends

  	
   

  	
  Valuation

  	
   

  	
  Net Assets

  	
   

  
	
   

  	
   

  	
  at 6-30-10

  	
   

  	
  Sales

  	
   

  	
  Redemptions

  	
   

  	
  Sales

  	
   

  	
  Exchanges

  	
   

  	
  Reinvested

  	
   

  	
  Income

  	
   

  	
  Paid

  	
   

  	
  Change

  	
   

  	
  at 7-31-10

  	
   

  
	
  Waddell & Reed Advisors
  Funds

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Accumulative

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Asset Strategy

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bond

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cont Income

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Core Investment

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dividend Opportunities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Energy

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Global Bond

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Government Securities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  High Income

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Growth

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Municipal Bond

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Municipal High Income

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  New Concepts

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Science & Technology

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Small Cap

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tax-Managed Equity

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Value

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Vanguard

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Asset Allocation Pass-Thru (MAP/SPA)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subtotal of Long -Term Funds

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cash Management

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Waddell & Reed Advisors
  Funds Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ivy Funds

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Asset Strategy

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Asset Strategy New Opportunities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Balanced

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bond

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Capital Appreciation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Core Equity

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cundill Global Value

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dividend Opportunities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Energy

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  European Opportunities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Global Natural Resources

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Global Bond

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  High Income

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Balanced

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Core Equity

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Growth

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Large Cap Growth

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Limited-Term Bond

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Managed European/Pacific

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Managed Int’l Opportunities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Microcap Growth

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mid Cap Growth

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mortgage Securities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Municipal Bond

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Municipal High Income

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pacific Opportunities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Real Estate

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Science & Technology

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Small Cap Growth

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Small Cap Value

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tax-Managed Equity

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Value

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subtotal of Long -Term Funds

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Money Market

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subtotal of Money Market

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Less Eliminations- Underlying
  Funds of Funds (1)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ivy Funds Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
  Change in Mutual Fund Assets Under Management

  	
  July 2010

  	
   

  
	
  (Millions)

  	
  Month to Date

  	
  Exhibit C-1

  



 


	
   

  	
   

  	
  Net Assets

  at 6-30-10

  	
   

  	
  Sales

  	
   

  	
  Redemptions

  	
   

  	
  Net

  Sales

  	
   

  	
  Net

  Exchanges

  	
   

  	
  Dividends

  Reinvested

  	
   

  	
  Net Investment

  Income

  	
   

  	
  Dividends

  Paid

  	
   

  	
  Valuation

  Change

  	
   

  	
  Net Assets

  at 7-31-10

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  InvestEd Funds

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  InvestEd Balanced

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  InvestEd Conservative

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  InvestEd Growth

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  InvestEd Funds Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ivy VIP Funds

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Asset Strategy

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Balanced Port

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bond

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Core Equity

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dividend Opportunities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Energy

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Global Natural Resources

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Growth

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  High Inc

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Growth

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Value

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Microcap Growth

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mid Cap Growth

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Money Mkt

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mortgage Securities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pathfinder- Agressive Portfolio

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pathfinder- Conservative Portfolio

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pathfinder- Moderate Portfolio

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pathfinder- Moderately Agressive Portfolio

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pathfinder- Moderately Conservative Portfolio

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Real Estate

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Science & Technology

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Small Cap Port

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Small Cap Value

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Value

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Less Eliminations- Underlying
  Funds of Funds (1)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ivy VIP Funds Total *

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Summary of All Funds

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Long-Term Funds

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Money Market Funds **

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Less Eliminations- Underlying
  InvestEd Funds (1)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  All Mutual Funds

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






*All
Ivy VIP Funds are considered to be Long-Term Mutual Funds. For the Ivy VIP
Funds only sales include exchanges in and redemptions include exchanges out.


**Money
Market Funds consists of Advisors Cash Management and Invested Cash
Reserves, Ivy Money Market and Ivy Cash Reserves.


(1) Eliminations-
Underlying Funds of Funds — These eliminations are to prevent double counting
due to reporting both at the fund of fund and underlying fund levels.


 


	
  BY INVESTMENT MANAGER

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sub-Advised Funds

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  W&R Managed Funds

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  % BY INVESTMENT MANAGER

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sub-Advised Funds

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  W&R Managed Funds

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
  Change in Mutual Fund Assets Under Management

  	
  July 2010

  	
   

  
	
  (Millions)

  	
  Year to Date

  	
  Exhibit C-1

  



 


	
   

  	
   

  	
  Net Assets

  at 12-31-09

  	
   

  	
  Sales

  	
   

  	
  Redemptions

  	
   

  	
  Net

  Sales

  	
   

  	
  Net

  Exchanges

  	
   

  	
  Dividends

  Reinvested

  	
   

  	
  Net Investment

  Income

  	
   

  	
  Dividends

  Paid

  	
   

  	
  Valuation

  Change

  	
   

  	
  Net Assets

  at 7-31-2010

  	
   

  
	
  Waddell & Reed Advisors
  Funds

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Accumulative

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Asset Strategy

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bond

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cont Income

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Core Investment

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dividend Opportunities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Energy

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Global Bond

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Government Securities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  High Income

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Growth

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Municipal Bond

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Municipal High Income

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  New Concepts

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Science & Technology

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Small Cap

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tax-Managed Equity

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Value

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Vanguard

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Asset Allocation Pass-Thru (MAP/SPA)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subtotal of Long -Term Funds

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cash Management

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Waddell & Reed Advisors
  Funds Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ivy Funds

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Asset Strategy

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Asset Strategy New Opportunities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Balanced

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bond

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Capital Appreciation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Core Equity

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cundill Global Value

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dividend Opportunities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Energy

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  European Opportunities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Global Natural Resources

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Global Bond

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  High Income

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Balanced

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Core Equity

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Growth

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Large Cap Growth

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Limited-Term Bond

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Managed European/Pacific

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Managed Int’l Opportunities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Microcap Growth

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mid Cap Growth

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mortgage Securities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Municipal Bond

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Municipal High Income

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pacific Opportunities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Real Estate

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Science & Technology

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Small Cap Growth

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Small Cap Value

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tax-Managed Equity

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Value

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subtotal of Long -Term Funds

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Money Market

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Less Eliminations- Underlying
  Funds of Funds (1)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ivy Funds Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
  Change in Mutual Fund Assets Under Management

  	
  July 2010

  	
   

  
	
  (Millions)

  	
  Year to Date

  	
  Exhibit C-1

  



 


	
   

  	
   

  	
  Net Assets

  at 12-31-09

  	
   

  	
  Sales

  	
   

  	
  Redemptions

  	
   

  	
  Net

  Sales

  	
   

  	
  Net

  Exchanges

  	
   

  	
  Dividends

  Reinvested

  	
   

  	
  Net Investment

  Income

  	
   

  	
  Dividends

  Paid

  	
   

  	
  Valuation

  Change

  	
   

  	
  Net Assets

  at 7-31-2010

  	
   

  
	
  InvestEd Funds

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  InvestEd Balanced

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  InvestEd Conservative

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  InvestEd Growth

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  InvestEd Funds Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ivy VIP Funds

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Asset Strategy

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Balanced Port

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bond

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Core Equity

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dividend Opportunities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Energy

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Global Natural Resources

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Growth

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  High Inc

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Growth

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Value

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Microcap Growth

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mid Cap Growth

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Money Mkt

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mortgage Securities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pathfinder- Agressive Portfolio

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pathfinder- Conservative Portfolio

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pathfinder- Moderate Portfolio

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pathfinder- Moderately Agressive Portfolio

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pathfinder- Moderately Conservative Portfolio

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Real Estate

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Science & Technology

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Small Cap Port

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Small Cap Value

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Value

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Less Eliminations- Underlying
  Funds of Funds (1)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ivy VIP Funds Total*

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Summary of All Funds

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Long-Term Funds

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Money Market Funds **

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Less Eliminations- Underlying
  InvestEd Funds (1)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  All Mutual Funds

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






*All
Ivy VIP Funds are considered to be Long-Term Mutual Funds. For the Ivy Vip
Funds only sales include exchanges in and redemptions include exchanges out.


**Money
Market Funds consists of Advisors Cash Management and Invested Cash
Reserves, Ivy Money Market and Ivy Cash Reserves.


(1) Eliminations-
Underlying Funds of Funds — These eliminations are to prevent double counting
due to reporting both at the fund of fund and underlying fund levels.


 


	
  BY INVESTMENT MANAGER

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sub-Advised Funds

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  W&R Managed Funds

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  % BY INVESTMENT MANAGER

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sub-Advised Funds

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  W&R Managed Funds

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
   

  	
  Waddell & Reed Financial, Inc. -
  Consolidated

  	
  Exhibit C-2

  
	
   

  	
  Statement of Operations

  	
   

  
	
   

  	
  For the period indicated in each column heading

  	
   

  
	
   

  	
  Dollar amounts in thousands except per share amounts

  	
   

  



 


	
   

  	
   

  	
  QTD

  Aug-2010

  	
   

  	
  QTD

  May-2010

  	
   

  	
  Variance

  Dollars

  	
   

  	
  Variance

  Percent

  	
   

  	
  QTD

  Aug-2010

  	
   

  	
  QTD

  Aug-2009

  	
   

  	
  Variance

  Dollars

  	
   

  	
  Variance

  Percent

  	
   

  	
  YTD

  Aug-2010

  	
   

  	
  YTD

  Aug-2009

  	
   

  	
  Variance

  Dollars

  	
   

  	
  Variance

  Percent

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  REVENUES:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Investment Management Fees

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Underwriting & Distribution fees

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Shareholder Service Fees

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Revenue Allocation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL REVENUE

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


	
   

  	
   

  	
  Aug-2009

  	
   

  	
  Sep-2009

  	
   

  	
  Oct-2009

  	
   

  	
  Nov-2009

  	
   

  	
  Dec-2009

  	
   

  	
  Jan-2010

  	
   

  	
  Feb-2010

  	
   

  	
  Mar-2010

  	
   

  	
  Apr-2010

  	
   

  	
  May-2010

  	
   

  	
  Jun-2010

  	
   

  	
  Jul-2010

  	
   

  	
  Aug-2010

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  REVENUES:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Investment Management Fees

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Underwriting & Distribution fees

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Shareholder Service Fees

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Revenue Allocation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL REVENUE

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 
















 


EXHIBIT D


 


FORM OF
REVOLVING BORROWING REQUEST


 


Date:                            ,
         


 


To:          Bank
of America, N.A., as Administrative Agent


 


Ladies and Gentlemen:


 


Reference is made to that certain
Credit Agreement, dated as of August 31, 2010 (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the “Agreement;”
the terms defined therein being used herein as therein defined), among Waddell &
Reed Financial, Inc. (the “Borrower”), the several financial institutions
from time to time party thereto (collectively, the “Lenders” and each
individually, a “Lender”), and Bank of America, N.A., as administrative
agent for the Lenders (in such capacity, together with any successors thereto
in such capacity, the “Administrative Agent”).


 


The undersigned hereby requests
(select one):


 


o 
A Borrowing of Loans


 


o 
A conversion or continuation of Loans


 


1.                                       On                                                                          
(a Business Day).


 


2.                                       In the amount of $


 


3.                                       Comprised of                                                                            

[Type of Loan requested/converted/continued]


 


4.                                       For Eurodollar Loans: 
with an Interest Period of          
months


 


5.                                       For Borrowings: to be disbursed to the following account of
the Borrower


 


 


 


[The Borrowing requested herein
complies with the proviso to the first sentence of Section 2.01 of
the Agreement.]


 


D-1

















 


[The Borrower hereby represents and
warrants that the conditions specified in Sections 4.02(a) and (b) shall
be satisfied on and as of the date of the applicable Borrowing.](11)


 


	
   

  	
  WADDELL & REED
  FINANCIAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 






(11)         Include
these sentences in the case of a Borrowing of Loans.


 


D-2

















 


EXHIBIT E


 


FORM OF
COMPLIANCE CERTIFICATE


 


Financial Statement
Date:                       ,
        


 


To:          Bank
of America, N.A., as Administrative Agent


 


Ladies and Gentlemen:


 


Reference is made to that certain
Credit Agreement, dated as of August 31, 2010 (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the “Agreement;”
the terms defined therein being used herein as therein defined), among Waddell &
Reed Financial, Inc. (the “Borrower”), the several financial
institutions from time to time party thereto (collectively, the “Lenders”
and each individually, a “Lender”), and Bank of America, N.A., as
administrative agent for the Lenders (in such capacity, together with any
successors thereto in such capacity, the “Administrative Agent”).


 


The undersigned hereby certifies as
of the date hereof that he/she is the                                                        
(12) of the Borrower, and that, as such, he/she is authorized to execute and
deliver this Certificate to the Administrative Agent on the behalf of the
Borrower, and that:


 


[Use
following paragraph 1 for fiscal year-end financial statements]


 


1.             The
Borrower has delivered the year-end financial statements required by Section 5.01(a) of
the Agreement for the fiscal year of the Borrower ended as of the above date.


 


[Use
following paragraph 1 for fiscal quarter-end financial statements]


 


1.             The
Borrower has delivered the financial statements required by Section 5.01(b) of
the Agreement for the fiscal quarter of the Borrower ended as of the above
date.


 


2.             The
undersigned has reviewed and is familiar with the terms of the Agreement and
has made, or has caused to be made under his/her supervision, a detailed review
of the transactions and condition (financial or otherwise) of the Borrower
during the accounting period covered by such financial statements.


 


3.             A
review of the activities of the Borrower during such fiscal period has been
made under the supervision of the undersigned with a view to determining
whether during such fiscal period the Borrower performed and observed all its
obligations under the Loan Documents, and


 


[select
one:]


 






(12) 
Must be a Financial Officer.


 


E-1

















 


[to the best knowledge of the
undersigned, during such fiscal period the Borrower performed and observed each
covenant and condition of the Loan Documents applicable to it, and no Default
has occurred and is continuing.]


 


—or—


 


[to the best knowledge of the
undersigned, the following covenants or conditions have not been performed or
observed and the following is a list of each such Default and its nature and
status:]


 


4.             Since
the date of the financial statements furnished pursuant to Section 3.04
of the Agreement, to the best knowledge of the undersigned,


 


[select one:]


 


[no change in GAAP or in the
application thereof has occurred.]


 


—or—


 


[the following changes in GAAP have
occurred, and the effect of such change on the financial statements
accompanying this Certificate is as follows:]


 


6.             The
financial covenant analyses and information set forth on Schedule 1
attached hereto are true and accurate on and as of the date of this
Certificate.


 


[Remainder of Page Left Intentionally Blank]


 


E-2

















 


IN WITNESS WHEREOF, the undersigned has executed this Certificate as of                                     ,                        .


 


	
   

  	
  WADDELL & REED
  FINANCIAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


E-3

















 


For the Quarter/Year ended                                 ,
               
(“Statement
Date”)


 


SCHEDULE 1

to the Compliance Certificate

($ in 000’s)


 


	
  I.

  	
   

  	
  Section 6.01(a) —
  Consolidated Leverage Ratio.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A.

  	
   

  	
  Consolidated Total Debt at
  Statement Date

  	
   

  	
  $             

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  B.

  	
   

  	
  Consolidated EBITDA for the period
  of four consecutive fiscal quarters of the Borrower ending on above date (“Subject Period”):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
   

  	
  Consolidated Net Income for
  Subject Period:

  	
   

  	
  $             

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  2.

  	
   

  	
  Income tax expense for Subject
  Period:

  	
   

  	
  $             

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  3.

  	
   

  	
  Interest expense, amortization or
  writeoff of debt discount and debt issuance costs and commissions, discounts
  and other fees and charges associated with Indebtedness (including the Loans)
  for Subject Period:

  	
   

  	
  $             

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  4.

  	
   

  	
  Depreciation and amortization
  expenses for Subject Period:

  	
   

  	
  $             

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  5.

  	
   

  	
  Amortization of intangibles
  (including, but not limited to, goodwill) and organization costs for Subject
  Period:

  	
   

  	
  $             

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  6.

  	
   

  	
  Extraordinary, unusual or
  non-recurring non-cash expenses or losses (including, whether or not
  otherwise includable as a separate item in the statement of Consolidated Net
  Income for such period, non-cash losses on sales of assets outside of the
  ordinary course of business) for Subject Period:

  	
   

  	
  $             (13)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  7.

  	
   

  	
  Other non-cash reductions of
  Consolidated Net Income for Subject Period:

  	
   

  	
  $             

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  8.

  	
   

  	
  Consolidated EBITDA (Lines I.B.1 +
  2 + 3 + 4 + 5 + 6 + 7):

  	
   

  	
  $             

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C.

  	
   

  	
  Consolidated Leverage Ratio (Line
  I.A  ̧ Line I.B.8):

  	
   

  	
           
  to 1

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Must not equal or exceed a
  ratio of 3.0 to 1.0

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  In Compliance: Yes / No

  	
   

  	
   

  



 






(13)   AMOUNTS REFERRED TO IN LINE I.B.6 SHALL
NOT, IN THE AGGREGATE, EXCEED $1,000,000 FOR ANY FISCAL YEAR OF THE
BORROWER.


 


E-4

















 


	
  II.

  	
   

  	
  Section 6.01(b) —
  Consolidated Interest Coverage Ratio.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A.

  	
   

  	
  Consolidated EBITDA for Subject
  Period (Line I.B.8 above):

  	
   

  	
  $             

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  B.

  	
   

  	
  Consolidated Interest Expense for
  Subject Period:

  	
   

  	
  $             

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C.

  	
   

  	
  Consolidated Interest Coverage
  Ratio (Line II.A  ̧ Line II.B):

  	
   

  	
           
  to 1

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Must
  not be less than or equal to a ratio of 4.0 to 1.0.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  In Compliance: Yes / No

  	
   

  	
   

  



 


E-5