Exhibit 10.1


 


EXECUTION COPY


 




 





 


CREDIT
AGREEMENT



dated as of



October 8, 2004



among



WADDELL & REED FINANCIAL, INC.,



The Lenders Party Hereto,



and



JPMORGAN CHASE BANK,

as Administrative Agent



BANK OF AMERICA, N.A.,

as Syndication Agent



$200,000,000 REVOLVING CREDIT AND COMPETITIVE ADVANCE FACILITY


 




 



















 


J.P. MORGAN SECURITIES INC.



and



BANC OF AMERICA SECURITIES LLC,

as Lead Arrangers and Book Managers


 


2
















 


Table of Contents


 


	
  ARTICLE I
  Definitions

  	
   

  
	
   

  	
  SECTION
  1.01. Defined Terms.

  	
   

  
	
   

  	
  SECTION 1.02. Classification of Loans and
  Borrowings.

  	
   

  
	
   

  	
  SECTION 1.03. Terms Generally.

  	
   

  
	
   

  	
  SECTION 1.04. Accounting Terms; GAAP.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  II The Credits

  	
   

  
	
   

  	
  SECTION 2.01. Commitments.

  	
   

  
	
   

  	
  SECTION 2.02. Loans and Borrowings.

  	
   

  
	
   

  	
  SECTION 2.03. Requests for Revolving
  Borrowings.

  	
   

  
	
   

  	
  SECTION 2.04. Term Loans.

  	
   

  
	
   

  	
  SECTION 2.05. Procedure for Term
  Borrowing.

  	
   

  
	
   

  	
  SECTION 2.06. Competitive Bid Procedure.

  	
   

  
	
   

  	
  SECTION 2.07. Funding of Borrowings.

  	
   

  
	
   

  	
  SECTION 2.08. Interest Elections.

  	
   

  
	
   

  	
  SECTION 2.09. Termination and Reduction of
  Commitments.

  	
   

  
	
   

  	
  SECTION 2.10. Repayment of Loans; Evidence
  of Debt.

  	
   

  
	
   

  	
  SECTION 2.11. Prepayment of Loans.

  	
   

  
	
   

  	
  SECTION 2.12. Fees.

  	
   

  
	
   

  	
  SECTION 2.13. Interest.

  	
   

  
	
   

  	
  SECTION 2.14. Alternate Rate of Interest.

  	
   

  
	
   

  	
  SECTION 2.15. Increased Costs.

  	
   

  
	
   

  	
  SECTION 2.16. Break Funding Payments.

  	
   

  
	
   

  	
  SECTION 2.17. Taxes.

  	
   

  
	
   

  	
  SECTION 2.18. Payments Generally; Pro Rata
  Treatment; Sharing of Set-offs.

  	
   

  
	
   

  	
  SECTION 2.19. Mitigation Obligations;
  Replacement of Lenders.

  	
   

  
	
   

  	
  SECTION 2.20. New Lenders; Commitment
  Increases.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III Representations and Warranties

  	
   

  
	
   

  	
  SECTION 3.01. Organization; Powers.

  	
   

  
	
   

  	
  SECTION 3.02. Authorization;
  Enforceability.

  	
   

  
	
   

  	
  SECTION 3.03. Governmental Approvals; No
  Conflicts.

  	
   

  
	
   

  	
  SECTION 3.04. Financial Condition; No
  Material Adverse Effect.

  	
   

  
	
   

  	
  SECTION 3.05. Properties.

  	
   

  
	
   

  	
  SECTION 3.06. Litigation and Environmental
  Matters.

  	
   

  
	
   

  	
  SECTION 3.07. Compliance with Laws and
  Agreements.

  	
   

  
	
   

  	
  SECTION 3.08. Investment and Holding
  Company Status.

  	
   

  
	
   

  	
  SECTION 3.09. Taxes.

  	
   

  



 
















 


	
   

  	
  SECTION 3.10. ERISA.

  	
   

  
	
   

  	
  SECTION 3.11. Disclosure.

  	
   

  
	
   

  	
  SECTION 3.12. No Default.

  	
   

  
	
   

  	
  SECTION 3.13. Subsidiaries.

  	
   

  
	
   

  	
  SECTION 3.14. Federal Regulations.

  	
   

  
	
   

  	
  SECTION 3.15. No Burdensome Restrictions.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IV Conditions

  	
   

  
	
   

  	
  SECTION 4.01. Effective Date.

  	
   

  
	
   

  	
  SECTION 4.02. Each Credit Event.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  V Affirmative Covenants

  	
   

  
	
   

  	
  SECTION 5.01. Financial Statements and
  Other Information.

  	
   

  
	
   

  	
  SECTION 5.02. Notices of Material Events.

  	
   

  
	
   

  	
  SECTION 5.03. Existence; Conduct of
  Business.

  	
   

  
	
   

  	
  SECTION 5.04. Payment of Obligations.

  	
   

  
	
   

  	
  SECTION 5.05. Maintenance of Properties;
  Insurance.

  	
   

  
	
   

  	
  SECTION 5.06. Books and Records;
  Inspection Rights.

  	
   

  
	
   

  	
  SECTION 5.07. Compliance with Laws.

  	
   

  
	
   

  	
  SECTION 5.08. Use of Proceeds.

  	
   

  
	
   

  	
  SECTION 5.09. Environmental Laws.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VI Negative Covenants

  	
   

  
	
   

  	
  SECTION 6.01. Financial Condition
  Covenants.

  	
   

  
	
   

  	
  SECTION 6.02. Indebtedness.

  	
   

  
	
   

  	
  SECTION 6.03. Liens.

  	
   

  
	
   

  	
  SECTION 6.04. Fundamental Changes.

  	
   

  
	
   

  	
  SECTION 6.05. Investments, Loans,
  Advances, Guarantees and Acquisitions; Hedging Agreements.

  	
   

  
	
   

  	
  SECTION 6.06. Restricted Payments.

  	
   

  
	
   

  	
  SECTION 6.07. Transactions with
  Affiliates.

  	
   

  
	
   

  	
  SECTION 6.08. Restrictive Agreements.

  	
   

  
	
   

  	
  SECTION 6.09. Capital Expenditures.

  	
   

  
	
   

  	
  SECTION 6.10. Sales and Leasebacks.

  	
   

  
	
   

  	
  SECTION 6.11. Changes in Fiscal Periods.

  	
   

  
	
   

  	
  SECTION 6.12. Negative Pledge Clauses.

  	
   

  
	
   

  	
  SECTION 6.13. Optional Payments and
  Modifications of Certain Debt Instruments.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII Events of Default

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII The Administrative Agent

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IX Miscellaneous

  	
   

  
	
   

  	
  SECTION 9.01. Notices.

  	
   

  
	
   

  	
  SECTION 9.02. Waivers; Amendments.

  	
   

  
	
   

  	
  SECTION 9.03. Expenses; Indemnity; Damage
  Waiver.

  	
   

  
	
   

  	
  SECTION 9.04. Successors and Assigns.

  	
   

  



 
















 


	
   

  	
  SECTION 9.05. Survival.

  	
   

  
	
   

  	
  SECTION 9.06. Counterparts; Integration;
  Effectiveness.

  	
   

  
	
   

  	
  SECTION 9.07. Severability.

  	
   

  
	
   

  	
  SECTION 9.08. Right of Setoff.

  	
   

  
	
   

  	
  SECTION 9.09. Governing Law; Jurisdiction;
  Consent to Service of Process.

  	
   

  
	
   

  	
  SECTION 9.10. WAIVER OF JURY TRIAL.

  	
   

  
	
   

  	
  SECTION 9.11. Headings.

  	
   

  
	
   

  	
  SECTION 9.12. Confidentiality.

  	
   

  
	
   

  	
  SECTION 9.13. Interest Rate
  Limitation.

  	
   

  
	
   

  	
  SECTION 9.14. USA PATRIOT Act.

  	
   

  



 


	
  ANNEXES

  	
   

  
	
   

  	
   

  
	
  Annex I-A
  Pricing Grid

  	
   

  
	
   

  	
   

  
	
  SCHEDULES:

  	
   

  
	
   

  	
   

  
	
  Schedule
  2.01 — Commitments

  	
   

  
	
  Schedule
  3.06 — Disclosed Matters

  	
   

  
	
  Schedule
  3.13 — Subsidiaries

  	
   

  
	
  Schedule
  6.02 — Existing Indebtedness

  	
   

  
	
  Schedule
  6.03 — Existing Liens

  	
   

  
	
  Schedule
  6.08 — Existing Restrictions

  	
   

  
	
  Schedule
  6.10 — Sale/Leaseback Properties

  	
   

  
	
   

  	
   

  
	
  EXHIBITS:

  	
   

  
	
   

  	
   

  
	
  Exhibit A —
  Form of Assignment and Acceptance

  	
   

  
	
  Exhibit B —
  Form of Opinion of Borrower’s General Counsel

  	
   

  
	
  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 Competitive Bid

  	
   

  



 
















 


THIS CREDIT
AGREEMENT is entered into as of October 8, 2004, among Waddell & Reed
Financial, Inc. (the “Borrower”), the several financial institutions
from time to time party to this Agreement (collectively, the “Lenders” and
each individually, a “Lender”), and JPMORGAN CHASE BANK (“JPMorgan”),
as administrative agent for the Lenders (herein in such capacity, together with
any successors thereto in such capacity, the “Administrative Agent”).


 


W I T N E S S E T H:


 


1.     The Borrower is party to the Credit Agreement (the “Existing
Credit Agreement”) created by that certain Termination and Replacement
Agreement, dated as of October 10, 2003, among the Borrower, certain financial institutions and the
Administrative Agent.


 


2.     The Borrower, the Lenders and
the Administrative Agent desire to replace the Existing Credit Agreement with
this Agreement upon and subject to the terms and conditions hereinafter set
forth.


 


The parties hereto agree as
follows:


 


ARTICLE I


 


Definitions


 


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


 


“ABR”, when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Alternate Base Rate.


 


“Adjusted LIBO Rate” means, with respect to any Eurodollar
Borrowing for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such
Interest Period multiplied by (b) the Statutory Reserve Rate.


 


“Administrative Agent” means JPMorgan Chase Bank, in its
capacity as administrative agent for the Lenders hereunder.


 


“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 greater of (a) the Prime Rate in effect on such day, or (b) the Federal
Funds Effective Rate in effect on such day plus 1/2 of 1%.  Any change in the Alternate Base Rate due to
a change in the Prime Rate or the Federal Funds Effective Rate shall be
effective from and including the effective date of such change in the Prime
Rate or the Federal Funds Effective Rate, respectively.


 


“Applicable Percentage” means, with respect to any Lender, the
percentage 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.


 


“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 applicable rate per annum determined
pursuant to the Pricing Grid attached hereto as Annex A; provided that,
in the case of the Term Loans, each of such rates payable shall be increased by
the rate of 0.25% per annum.


 


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


 


“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
Effective 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” means Waddell & Reed Financial, Inc., a Delaware
corporation.


 


“Borrowing” means (a) Revolving Loans or Term Loans of the same
Type, made, converted or continued on the same date and, in the case of
Eurodollar Loans, as to which a single Interest Period is in effect, or (b) a
Competitive Loan or group of Competitive Loans of the same Type made on the
same date and as to which a single Interest Period is in effect.


 


“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;


 


2
















 


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 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 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 in Control” means (a) the acquisition of ownership,
directly or indirectly, beneficially or of record, by any Person or group
(within the meaning of the Securities Exchange Act of 1934, as amended, and the
rules of the Securities and Exchange Commission thereunder as in effect on the
date hereof) other than the Borrower, of shares representing more than 25% of
the aggregate ordinary voting power represented by the issued and outstanding
capital stock of the Borrower, (b) occupation of a majority of the seats (other
than vacant seats) on the board of directors of the Borrower by Persons who
were neither (i) nominated by the board of directors of the Borrower nor (ii)
appointed by directors so nominated, or (c) the acquisition of direct or
indirect Control of the Borrower by any Person or group.


 


“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 2.15(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.


 


“Class”, when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are Revolving
Loans, Term Loans or Competitive Loans.


 


“Closing Date” means the date on which the conditions precedent
set forth in Section 4.01 shall have been satisfied, which date is October 8,
2004.


 


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


 


3
















 


“Commitment” means, with respect to each Lender, the commitment
of such Lender to make Revolving Loans and Term Loans hereunder, expressed as an amount
representing the maximum aggregate outstanding principal amount of such
Lender’s Revolving Loans and Term Loans hereunder, as such commitment may be
(a) reduced from time to time pursuant to Section 2.09, (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 2.20.  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 $200,000,000.


 


“Commitment Utilization Percentage” means, on any day, the
percentage equivalent of a fraction (a) the numerator of which is the sum of
the aggregate outstanding principal amount of Loans, and (b) the denominator of
which is the aggregate amount of the Commitments (or, on any day after
termination of the Commitments, the aggregate amount of the Commitments in
effect immediately preceding such termination).


 


“Competitive Bid” means an offer by a Lender to make a
Competitive Loan in accordance with Section 2.06.


 


“Competitive Bid Rate” means, with respect to any Competitive
Bid, the Margin or the Fixed Rate, as applicable, offered by the Lender making
such Competitive Bid.


 


“Competitive Bid Request” means a request by the Borrower for
Competitive Bids in accordance with Section 2.06.


 


“Competitive Loan” means a Loan made pursuant to Section 2.06.


 


“Confidential Information Memorandum” means the Confidential
Information Memorandum dated September 2004 and furnished to the Lenders.


 


“Consolidated EBITDA” means, for any period, Consolidated Net
Income for such period plus, without duplication and to the extent
reflected as a charge in the statement of such Consolidated Net Income for such
period, the sum of (a) income tax expense, (b) 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),
(c) depreciation and amortization expense, (d) amortization of intangibles
(including, but not limited to, goodwill) and organization costs, (e) 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 (e) shall not, in the aggregate, exceed $1,000,000
for any fiscal year of the Borrower, and (f) any other non-cash charges.  For the purposes of calculating Consolidated
EBITDA for any period of four consecutive fiscal quarters (each, a “Reference
Period”) pursuant to any determination of the Consolidated Leverage Ratio, (i)
if at any time during such Reference Period the Borrower or any Subsidiary
shall have made any Material Disposition, the Consolidated EBITDA for such
Reference Period shall be reduced by an amount equal to the Consolidated EBITDA
(if positive)


 


4
















 


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 (ii) if during
such Reference Period the Borrower or any Subsidiary shall have made a Material
Acquisition, 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 (a) 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 (b) 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
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 agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its property
is bound.


 


5
















 


“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.


 


“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.


 


“Disclosed Matters” means the actions, suits and proceedings and
the environmental matters disclosed in Schedule 3.06.


 


“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.


 


“Effective Date” means the date on which the conditions precedent
specified in Section 4.01 are satisfied (or waived in accordance with Section
9.02).


 


“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) that, together with the Borrower, is treated as a single employer
under Section 414(b) or (c) of the Code or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.


 


“ERISA Event” means (a) any “reportable event”, as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than an event for which the 30-day notice period is waived), (b)
the existence with respect to any Plan of an “accumulated funding deficiency”
(as defined in Section 412 of the Code or Section 302 of


 


6
















 


ERISA),
whether or not waived, (c) the filing pursuant to Section 412(d) of the Code or
Section 303(d) of ERISA of an application for a waiver of the minimum funding
standard with respect to any Plan, (d) the incurrence by the Borrower or any of
its ERISA Affiliates of any liability under Title IV of ERISA with respect to
the termination of any Plan, (e) the receipt by the Borrower or any ERISA
Affiliate from the PBGC or a plan administrator of any notice relating to an
intention to terminate any Plan or Plans or to appoint a trustee to administer
any Plan, (f) the incurrence by the Borrower or any of its ERISA Affiliates of
any liability with respect to the withdrawal or partial withdrawal from any
Plan or Multiemployer Plan, or (g) the receipt by the Borrower or any ERISA
Affiliate of any notice, or the receipt by any Multiemployer Plan from the
Borrower or any ERISA Affiliate of any notice, concerning the imposition of
Withdrawal Liability or a determination that a Multiemployer Plan is, or is
expected to be, insolvent or in reorganization, within the meaning of Title IV
of ERISA.


 


“Eurodollar”, when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are
bearing interest at a rate determined by reference to the Adjusted LIBO Rate
(or, in the case of a Competitive Loan, the LIBO Rate).


 


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


 


“Excess Utilization Day” means each day on which the Commitment
Utilization Percentage exceeds the applicable percentage set forth in Section
2.12(b)(i) or Section 2.12(b)(ii).


 


“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 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, and (c) in
the case of a Foreign Lender (other than an assignee pursuant to a request by
the Borrower under Section 2.19(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 2.17(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 2.17(a).


 


“Existing Credit Agreement” has the meaning set forth in the
recitals hereto.


 


“Federal Funds Effective Rate” means, for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates
on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers, as published on the next succeeding
Business Day by the Federal Reserve Bank of New York, or, if such rate is not
so published for any day that is a Business Day, the average (rounded upwards,
if necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received


 


7
















 


by the
Administrative Agent from three Federal funds brokers of recognized standing
selected by it.


 


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


 


“Fixed Rate” means, with respect to any Competitive Loan (other
than a Eurodollar Competitive Loan), the fixed rate of interest per annum
specified by the Lender making such Competitive Loan in its related Competitive
Bid.


 


“Fixed Rate Loan” means a Competitive Loan bearing interest at a
Fixed Rate.


 


“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 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 business.


 


“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 Securities and Exchange Commission and any applicable state
securities commission or similar body.


 


“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.


 


8
















 


“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.


 


“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 Guarantees by such Person of
Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i)
all obligations, contingent or otherwise, of such Person as an account party in
respect of letters of credit and letters of guaranty, (j) all obligations,
contingent or otherwise, of such Person in respect of bankers’ acceptances, and
(k) net liabilities of such Person under Hedging Agreements.  The Indebtedness of any Person shall include
the Indebtedness 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 Election Request” means a request by the Borrower to
convert or continue a Revolving Borrowing in accordance with Section 2.08.


 


“Interest Payment Date” means (a) with respect to any ABR Loan,
the last day of each March, June, September and December, (b) with respect to
any Eurodollar Loan, the last day of the Interest Period applicable to the
Borrowing of which such Loan is a part and, in the case of a Eurodollar
Borrowing 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, and (c) with
respect to any Fixed Rate Loan, the last day of the Interest Period applicable
to the Borrowing of which such Loan is a part and, in the case of a Fixed Rate
Borrowing with an Interest Period of more than 90 days’ duration (unless
otherwise specified in the applicable Competitive Bid Request), each day prior
to the last day of such Interest Period that occurs at intervals of 90 days’
duration after the first day of such Interest Period, and any other dates that
are specified in the applicable Competitive Bid Request as Interest Payment
Dates with respect to such Borrowing.


 


9
















 


“Interest Period” means (a) with respect to any Eurodollar
Borrowing, the period commencing on the date of such Borrowing and ending on
the numerically corresponding day in the calendar month that is one, two, three
or six months thereafter, as the Borrower may elect, and (b) with respect to
any Fixed Rate Borrowing, the period (which shall not be less than seven days
or more than 364 days) commencing on the date of such Borrowing and ending on
the date specified in the applicable Competitive Bid Request; provided,
that (i) 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, in the case of a Eurodollar Borrowing only, 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, (ii) any Interest Period
pertaining to a Eurodollar Borrowing 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 (iii) any
Interest Period that would otherwise extend beyond the Revolving Credit
Termination Date or beyond the date final payment is due on the Term Loans
shall end on the Revolving Credit Termination Date or such date of final
payment, as the case may be.  For
purposes hereof, the date of a Borrowing initially shall be the date on which
such Borrowing is made and, in the case of a Revolving Borrowing, thereafter
shall be the effective date of the most recent conversion or continuation of
such Borrowing.


 


“Lenders” means the Persons listed on Schedule 2.01 and any
other Person that shall have become a party hereto pursuant to an Assignment
and Acceptance, other than any such Person that ceases to be a party hereto
pursuant to an Assignment and Acceptance.


 


“LIBO Rate” means, with respect to any Eurodollar Borrowing for
any Interest Period, the rate appearing on Page 3750 of the Dow Jones Markets
Screen (or on any successor or substitute page of such Screen, or any successor
to or substitute for such Screen, providing rate quotations comparable to those
currently provided on such page of such Screen, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period. 
In the event that such rate is not available at such time for any
reason, then the “LIBO Rate” with respect to such Eurodollar Borrowing
for such Interest Period shall be the rate at which dollar deposits of
$5,000,000 and for a maturity comparable to such Interest Period are offered by
the principal London office of the Administrative Agent in immediately
available funds in the London interbank market at approximately 11:00 a.m.,
London time, two Business Days prior to the commencement of such Interest
Period.


 


“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.


 


10
















 


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


 


“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.


 


“Margin” means, with respect to any Competitive Loan bearing
interest at a rate based on the LIBO Rate, the marginal rate of interest, if
any, to be added to or subtracted from the LIBO Rate to determine the rate of
interest applicable to such Loan, as specified by the Lender making such Loan
in its related Competitive Bid.


 


“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 rights or remedies of the Administrative
Agent or the Lenders hereunder.


 


“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 $5,000,000.  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.


 


“Multiemployer Plan” means a multiemployer plan as defined in
Section 4001(a)(3) 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.


 


“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 hereunder or from the execution, delivery
or enforcement of, or otherwise with respect to, this Agreement.


 


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


 


“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


 


11
















 


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, 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.


 


“Permitted Investments” means:


 


(a) direct
obligations of, or obligations the principal of and interest on which are
unconditionally guaranteed by, the United States of America (or by any agency
thereof to the extent such obligations are backed by the full faith and credit
of the United States of America), in each case maturing within one year from
the date of acquisition thereof;


 


12
















 


(b) investments in
commercial paper maturing within 270 days from the date of acquisition thereof
and having, at such date of acquisition, an investment-grade credit rating from
S&P or from Moody’s;


 


(c) investments in
certificates of deposit, banker’s acceptances and time deposits maturing within
540 days from the date of acquisition thereof issued or guaranteed by or placed
with, and money market deposit accounts issued or offered by, any domestic
office of any commercial bank organized under the laws of the United States of
America or any State thereof which has a combined capital and surplus and
undivided profits of not less than $500,000,000;


 


(d) investments in
newly created funds or investments intended for sale to newly created funds
advised or managed by the Borrower and its Subsidiaries, in an aggregate amount
(based upon book value on the books of the Borrower and its Subsidiaries) of
not more than $40,000,000 at any time;


 


(e) investments in
funds advised or managed by the Borrower and its Subsidiaries for the benefit
of the Borrower’s and its Subsidiaries’ senior executives and portfolio
management personnel in conjunction with various nonqualified deferral
compensation arrangements adopted by the Borrower and its Subsidiaries, in an
aggregate amount (based on book value on the books of the Borrower and its
Subsidiaries) of not more than $25,000,000 at any time;


 


(f) fully
collateralized repurchase agreements with a term of not more than 30 days for
securities described in clause (a) above and entered into with a financial
institution satisfying the criteria described in clause (c) above; and


 


(g) other than those
contained in (a), (b), (c) and (e) above, United States dollar denominated
fixed income securities and syndicated bank loans not to exceed $7,500,000 per
issuer, with the exception of United States government securities, and not to
exceed $7,500,000 per country, with the exception of the United States of
America.


 


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


 


“Plan” means any employee pension benefit plan (other than a Multiemployer
Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code
or Section 302 of ERISA, and in respect of which the Borrower or any ERISA
Affiliate is (or, if such plan were terminated, would under Section 4069 of
ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.


 


“Prime Rate” means the rate of interest per annum publicly
announced from time to time by JPMorgan Chase Bank as its prime rate in effect
at its principal office in New York City; each change in the Prime Rate shall
be effective from and including the date such change is publicly announced as
being effective.


 


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


 


13
















 


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


 


“Required Lenders” means, (a) prior to any conversion of
Revolving Loans to Term Loans in accordance with Sections 2.04 and 2.05,
Lenders having Revolving Credit Exposures and unused Commitments representing
at least 51% of the sum of the total Revolving Credit Exposures and unused
Commitments at such time; provided that, for purposes of declaring the
Loans to be due and payable pursuant to Article VII, and for all purposes after
the Loans become due and payable pursuant to Article VII or the Commitments
expire or terminate, the outstanding Competitive Loans of the Lenders shall be
included in their respective Revolving Credit Exposures in determining the
Required Lenders, and (b) thereafter, Lenders having Term Loans with a total
outstanding principal amount representing at least 51% of the sum of the total
outstanding principal amount of Term Loans at such time.


 


“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 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 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 request by the Borrower
for a Revolving Borrowing in accordance with Section 2.03.


 


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


 


“Revolving Credit Termination Date”
means October 7, 2005 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).


 


“Revolving Loan” means a Loan made pursuant to Section 2.03.


 


“S&P” means Standard & Poor’s.


 


14
















 


“Statutory Reserve Rate” means a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum reserve percentages
(including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Board or other Governmental Authority to which
the Administrative Agent is subject with respect to the Adjusted LIBO
Rate.  Such reserve percentages shall
include those imposed pursuant to Regulation D of the Board.  Eurodollar Loans shall be deemed to be subject
to such reserve requirements without benefit of or credit for proration, exemptions
or offsets that may be available from time to time to any Lender under such
Regulation D or any comparable regulation. 
The Statutory Reserve Rate shall be adjusted automatically on and as of
the effective date of any change in any reserve percentage.


 


“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 any and all present or future taxes, levies,
imposts, duties, deductions, charges or withholdings imposed by any
Governmental Authority.


 


“Term Borrowing Request” means a request by the Borrower for a
Revolving Borrowing in accordance with Section 2.05.


 


“Termination Date” means the date that is six (6) months after
the Revolving Credit Termination Date.


 


“Term Loan” means a Loan made pursuant to Section 2.04.


 


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


 


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


 


15





















 


“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.  Classification
of Loans and Borrowings.  For
purposes of this Agreement, Loans may be classified and referred to by Class (e.g.,
a “Revolving Loan” or “Term Loan”) or by Type (e.g., a “Eurodollar
Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan” or
“Eurodollar Term Loan”).  Borrowings
also may be classified and referred to by Class (e.g., a “Revolving
Borrowing” or “Term Borrowing”) or by Type (e.g., a “Eurodollar
Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving
Borrowing” of “Eurodollar Term Borrowing”).


 


SECTION 1.03.  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 1.04.  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.


 


16

















 


ARTICLE II


 


The Credits


 


SECTION 2.01.  Commitments.  Subject to the terms and conditions
set forth herein, each Lender agrees to make Revolving Loans to the Borrower
from time to time during the Availability Period in an aggregate principal
amount that will not result in (a) such Lender’s Revolving Credit Exposure
exceeding such Lender’s Commitment, or (b) the sum of the total Revolving
Credit Exposures plus the aggregate principal amount of outstanding Competitive
Loans exceeding the total Commitments. 
Within the foregoing limits and subject to the terms and conditions set
forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.


 


SECTION 2.02.  Loans and
Borrowings.  (a)   Each Revolving Loan shall be made as part
of a Borrowing consisting of Revolving Loans made by the Lenders ratably in
accordance with their respective Commitments. 
Each Competitive Loan shall be made in accordance with the procedures
set forth in Section 2.06.  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; provided that the Commitments
and Competitive Bids of the Lenders are several and no Lender shall be
responsible for any other Lender’s failure to make Loans as required.


 


(b)  Subject to Section 2.14, (i)
each Revolving Borrowing shall be comprised entirely of ABR Loans or Eurodollar
Loans as the Borrower may request in accordance herewith, and (ii) each
Competitive Borrowing shall be comprised entirely of Eurodollar Loans or Fixed
Rate 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)  At the commencement of each Interest Period
for any Eurodollar Revolving Borrowing, such Borrowing shall be in an aggregate
amount that is an integral multiple of $1,000,000 and not less than
$5,000,000.  At the time that each ABR
Revolving Borrowing is made, such Borrowing shall be in an aggregate amount
that is an integral multiple of $1,000,000 and not less than $5,000,000; provided
that an ABR Revolving Borrowing may be in an aggregate amount that is equal to
the entire unused balance of the total Commitments.  Each Competitive Borrowing shall be in an aggregate amount that
is an integral multiple of $1,000,000 and not less than $5,000,000.  Borrowings of more than one Type and Class
may be outstanding at the same time; provided that there shall not at
any time be more than a total of ten (10) Eurodollar Revolving Borrowings
outstanding.


 


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


 


SECTION 2.03.  Requests for
Revolving Borrowings.  To
request a Revolving Borrowing, the Borrower shall notify the Administrative
Agent of such request by telephone prior to 10:00 a.m., New York City time (a)
three (3) Business Days before the date of the


 


17

















 


proposed Borrowing in the case of a Eurodollar Borrowing, or (b) one
(1) Business Day before the date of the proposed Borrowing in the case of an
ABR Borrowing.  Each such telephonic
Revolving Borrowing Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written
Revolving Borrowing Request in a form approved by the Administrative Agent and
signed by the Borrower.  Each such
telephonic and written Revolving Borrowing Request shall specify the following
information in compliance with Section 2.02:


 


(i)            the aggregate amount
of the requested Borrowing;


 


(ii)           the date of such
Borrowing, which shall be a Business Day;


 


(iii)          whether such Borrowing
is to be an ABR Borrowing or a Eurodollar Borrowing;


 


(iv)          in the case of a
Eurodollar Borrowing, the initial Interest Period to be applicable thereto,
which shall be a period contemplated by the definition of the term “Interest
Period”; and


 


(v)           the location and number
of the Borrower’s account to which funds are to be disbursed, which shall
comply with the requirements of Section 2.07.


 


If no election as to the Type of Revolving
Borrowing is specified, then the requested Revolving Borrowing shall be an ABR
Borrowing.  If no Interest Period is
specified with respect to any requested Eurodollar Revolving Borrowing, then
the Borrower shall be deemed to have selected an Interest Period of one month’s
duration.  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.


 


SECTION 2.04.  Term Loans.  The Revolving Loans outstanding at
the close of business on the Revolving Credit Termination Date shall, at the
option of the Borrower by notice given to the Administrative Agent as provided
in Section 2.05, convert on such date into term loans (the “Term Loans”)
to the Borrower.  The Term Loans may
from time to time be (a) Eurodollar Loans, (b) ABR Loans, or (c) a combination
thereof, as determined by the Borrower and notified to the Administrative Agent
in accordance with Sections 2.05 and 2.08.


 


SECTION 2.05.  Procedure for
Term Borrowing.  To request
the conversion of the Revolving Credit Loans to Term Loans as contemplated in
Section 2.04, the Borrower shall notify the Administrative Agent of such
request by telephone prior to 10:00 A.M., New York City time, (a) three (3)
Business Days prior to the Revolving Credit Termination Date, if all or any
part of the Term Loans are to be initially Eurodollar Borrowing, or (b) one (1)
Business Day prior to the Revolving Credit Termination Date, otherwise.  Such telephonic Term Borrowing Request shall
be irrevocable and shall be confirmed promptly by hand delivery or telecopy to
the Administrative Agent of a written Term Borrowing Request in a form approved
by the Administrative Agent and signed by the Borrower.  Each such telephonic and written Term Borrowing
Request shall specify the following information in compliance with Section
2.02:


 


18

















 


(i)            the aggregate amount
of the requested conversion;


 


(ii)           the date of such
conversion, which shall be a Business Day;


 


(iii)          whether after giving
effect to such conversion, the outstanding Term Loans are to consist of an ABR
Borrowing or a Eurodollar Borrowing, or a combination thereof; and


 


(iv)          in the case of a
Eurodollar Borrowing, the initial Interest Period to be applicable thereto,
which shall be a period contemplated by the definition of the term “Interest
Period”.


 


If no election as to the Type of Term Loans
is specified, then the requested Term Loans shall be an ABR Borrowing.  If no Interest Period is specified with
respect to any requested Eurodollar Term Borrowing, then the Borrower shall be
deemed to have selected an Interest Period of one (1) month’s duration.  Promptly following receipt of a Term
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 converted as part of the requested Borrowing.  The aggregate principal amount of the Term
Loans shall be equal to the aggregate principal amount of the Revolving Loans
then outstanding and the Term Loans shall be made by conversion of such
Revolving Loans, without any payments being made by the Lenders.


 


SECTION 2.06.  Competitive Bid
Procedure.  (a)   Subject to the terms and conditions set
forth herein, from time to time during the Availability Period the Borrower may
request Competitive Bids and may (but shall not have any obligation to) accept
Competitive Bids and borrow Competitive Loans; provided that the sum of
the total Revolving Credit Exposures plus the aggregate principal amount of
outstanding Competitive Loans at any time shall not exceed the total
Commitments.  To request Competitive
Bids, the Borrower shall notify the Administrative Agent of such request by
telephone, in the case of a Eurodollar Borrowing, not later than 10:00 a.m.,
New York City time, four (4) Business Days before the date of the proposed
Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00
a.m., New York City time, one (1) Business Day before the date of the proposed
Borrowing; provided that the Borrower may submit up to (but not more
than) two (2) Competitive Bid Requests on the same day, but a Competitive Bid
Request shall not be made within five (5) Business Days after the date of any
previous Competitive Bid Request, unless any and all such previous Competitive
Bid Requests shall have been withdrawn or all Competitive Bids received in
response thereto rejected.  Each such
telephonic Competitive Bid Request shall be confirmed promptly by hand delivery
or telecopy to the Administrative Agent of a written Competitive Bid Request in
a form approved by the Administrative Agent and signed by the Borrower.  Each such telephonic and written Competitive
Bid Request shall specify the following information in compliance with Section
2.02:


 


(i)            the aggregate amount
of the requested Borrowing;


 


(ii)           the date of such
Borrowing, which shall be a Business Day;


 


(iii)          whether such Borrowing
is to be a Eurodollar Borrowing or a Fixed Rate Borrowing;


 


19

















 


(iv)          the Interest Period to
be applicable to such Borrowing, which shall be a period contemplated by the
definition of the term “Interest Period”;


 


(v)           the location and number
of the Borrower’s account to which funds are to be disbursed, which shall
comply with the requirements of Section 2.07; and


 


(vi)          the maturity date of
such Borrowing, which shall not be less than seven (7) or more than 364 days
from the date of such Borrowing and shall not be later than the Revolving Credit
Termination Date.


 


Promptly following receipt of a Competitive
Bid Request in accordance with this Section, the Administrative Agent shall
notify the Lenders of the details thereof by telecopy, inviting the Lenders to
submit Competitive Bids.


 


(b)  Each Lender may (but shall not have any
obligation to) make one (1) or more Competitive Bids to the Borrower in
response to a Competitive Bid Request. 
Each Competitive Bid by a Lender must be substantially in the form of
Exhibit D and must be received by the Administrative Agent by telecopy, in the
case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York
City time, three (3) Business Days before the proposed date of such Competitive
Borrowing, and in the case of a Fixed Rate Borrowing, not later than 9:30 a.m.,
New York City time, on the proposed date of such Competitive Borrowing.  Competitive Bids that do not conform
substantially to the form of Exhibit D may be rejected by the Administrative Agent,
and the Administrative Agent shall notify the applicable Lender as promptly as
practicable.  Each Competitive Bid shall
specify (i) the principal amount (which shall be a minimum of $5,000,000 and an
integral multiple of $1,000,000 and which may equal the entire principal amount
of the Competitive Borrowing requested by the Borrower) of the Competitive Loan
or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or
Rates at which the Lender is prepared to make such Loan or Loans (expressed as
a percentage rate per annum in the form of a decimal to no more than four
decimal places), and (iii) the Interest Period applicable to each such Loan and
the last day thereof.


 


(c)  The Administrative Agent shall promptly
notify the Borrower by telecopy of the Competitive Bid Rate and the principal
amount specified in each Competitive Bid and the identity of the Lender that
shall have made such Competitive Bid.


 


(d)  Subject only to the provisions of this
paragraph, the Borrower may accept or reject any Competitive Bid.  The Borrower shall notify the Administrative
Agent by telephone, confirmed by telecopy in a form approved by the
Administrative Agent, whether and to what extent it has decided to accept or
reject each Competitive Bid, in the case of a Eurodollar Competitive Borrowing,
not later than 10:30 a.m., New York City time, three (3) Business Days before
the date of the proposed Competitive Borrowing, and in the case of a Fixed Rate
Borrowing, not later than 10:30 a.m., New York City time, on the proposed date
of the Competitive Borrowing; provided that (i) the failure of the
Borrower to give such notice shall be deemed to be a rejection of each
Competitive Bid, (ii) the Borrower shall not accept a Competitive Bid made at a
particular Competitive Bid Rate if the Borrower rejects a Competitive Bid made
at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive
Bids accepted by the Borrower shall not exceed the aggregate amount of the
requested Competitive


 


20

















 


Borrowing specified in the related
Competitive Bid Request, (iv) to the extent necessary to comply with clause
(iii) above, the Borrower may accept Competitive Bids at the same Competitive
Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at
such Competitive Bid Rate, shall be made pro rata in accordance with the amount
of each such Competitive Bid, and (v) except pursuant to clause (iv) above, no
Competitive Bid shall be accepted for a Competitive Loan unless such
Competitive Loan is in a minimum principal amount of $5,000,000 and an integral
multiple of $1,000,000; provided  further that if a Competitive
Loan must be in an amount less than $5,000,000 because of the provisions of
clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or
any integral multiple thereof, and in calculating the pro rata allocation of
acceptances of portions of multiple Competitive Bids at a particular
Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to
integral multiples of $1,000,000 in a manner determined by the Borrower.  A notice given by the Borrower pursuant to
this paragraph shall be irrevocable.


 


(e)  The Administrative Agent shall promptly
notify each bidding Lender by telecopy whether or not its Competitive Bid has
been accepted (and, if so, the amount and Competitive Bid Rate so accepted),
and each successful bidder will thereupon become bound, subject to the terms
and conditions hereof, to make the Competitive Loan in respect of which its
Competitive Bid has been accepted.


 


(f)  If the Administrative Agent shall elect to
submit a Competitive Bid in its capacity as a Lender, it shall submit such
Competitive Bid directly to the Borrower at least one quarter of an hour
earlier than the time by which the other Lenders are required to submit their
Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this
Section.


 


SECTION 2.07.  Funding of
Borrowings.  (a)   Each Lender shall make each Loan to be made
by it hereunder on the proposed date thereof by wire transfer of immediately
available funds by 12:00 noon, New York City time, to the account of the
Administrative Agent most recently designated by it for such purpose by notice
to the Lenders.  The Administrative
Agent will make such Loans available to the Borrower by promptly crediting the
amounts so received, in like funds, to an account of the Borrower maintained
with the Administrative Agent in New York City and designated by the Borrower
in the applicable Revolving Borrowing Request, Term Borrowing Request or
Competitive Bid Request.


 


(b)  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 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 Federal Funds Effective Rate, or (ii) in the case of the
Borrower, the interest rate applicable to ABR Loans.  If such Lender pays such


 


21

















 


amount to the Administrative Agent, then such
amount shall constitute such Lender’s Loan included in such Borrowing.


 


SECTION 2.08.  Interest
Elections.  (a)   Each Revolving Borrowing initially shall be
of the Type specified in the applicable Revolving Borrowing Request and, in the
case of a Eurodollar Revolving Borrowing, shall have an initial Interest Period
as specified in such Revolving Borrowing Request.  Thereafter, the Borrower may elect to convert such Borrowing to a
different Type or to continue such Borrowing and, in the case of a Eurodollar Revolving
Borrowing, may elect Interest Periods therefor, all as provided in this
Section.  The Borrower may elect
different options with respect to different portions of the affected Borrowing,
in which case each such portion shall be allocated ratably among the Lenders
holding the Loans comprising such Borrowing, and the Loans comprising each such
portion shall be considered a separate Borrowing.  This Section shall not apply to Competitive Borrowings, which may
not be converted or continued.


 


(b)  To make an election pursuant to this
Section, the Borrower shall notify the Administrative Agent of such election by
telephone by the time that a Revolving Borrowing Request would be required
under Section 2.03 if the Borrower were requesting a Revolving Borrowing of the
Type resulting from such election to be made on the effective date of such
election.  Each such telephonic Interest
Election Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Interest Election
Request in a form approved by the Administrative Agent and signed by the
Borrower.


 


(c)  Each telephonic and written Interest
Election Request shall specify the following information in compliance with
Section 2.02:


 


(i)            the Borrowing to which
such Interest Election Request applies and, if different options are being
elected with respect to different portions thereof, the portions thereof to be
allocated to each resulting Borrowing (in which case the information to be
specified pursuant to clauses (iii) and (iv) below shall be specified for each
resulting Borrowing);


 


(ii)           the effective date of
the election made pursuant to such Interest Election Request, which shall be a
Business Day;


 


(iii)          whether the resulting
Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and


 


(iv)          if the resulting
Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable
thereto after giving effect to such election, which shall be a period
contemplated by the definition of the term “Interest Period”.


 


If any such Interest Election Request
requests a Eurodollar Borrowing but does not specify an Interest Period, then
the Borrower shall be deemed to have selected an Interest Period of one month’s
duration.


 


22

















 


(d)  Promptly following receipt of an Interest
Election Request, the Administrative Agent shall advise each Lender of the
details thereof and of such Lender’s portion of each resulting Borrowing.


 


(e)  If the Borrower fails to deliver a timely
Interest Election Request with respect to a Eurodollar Revolving Borrowing
prior to the end of the Interest Period applicable thereto, then, unless such
Borrowing is repaid as provided herein, at the end of such Interest Period such
Borrowing shall be continued as a Eurodollar Revolving Borrowing with an
Interest Period of one month. 
Notwithstanding any contrary provision hereof, (i) if an Event of
Default has occurred and is continuing and the Administrative Agent, at the
request of the Required Lenders, so notifies the Borrower, then, so long as an
Event of Default is continuing (A) no outstanding Revolving Borrowing may be
converted to or continued as a Eurodollar Borrowing, (B) no outstanding Term
Borrowing may be converted to a Eurodollar Borrowing, and (C) unless repaid, each
Eurodollar Revolving Borrowing shall be converted to an ABR Borrowing at the
end of the Interest Period applicable thereto, and (ii) no Revolving Loan or
Term Loan may be converted into or continued as a Eurodollar Borrowing after
the date that is one month or 30 days, respectively, prior to the Revolving
Credit Termination Date or the Termination Date, as the case may be.


 


SECTION 2.09.  Termination and
Reduction of Commitments.  (a)   Unless previously terminated, the
Commitments shall terminate on the Revolving Credit Termination Date.


 


(b)  The Borrower may 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 2.11, the sum of the
Revolving Credit Exposures plus the aggregate principal amount of outstanding
Competitive Loans would exceed the total Commitments.


 


(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.  Termination of the Commitments
shall also terminate the obligation of the Lenders to make the Term Loans.  Each reduction of the Commitments shall be
made ratably among the Lenders in accordance with their respective Commitments.


 


SECTION 2.10.  Repayment of
Loans; Evidence of Debt.  (a)   The Borrower hereby unconditionally
promises to pay to the Administrative Agent for the account of each


 


23

















 


Lender (i) the then unpaid principal amount of each Revolving Loan on
the Revolving Credit Termination Date (or such earlier date on which the
Revolving Loans become due and payable pursuant to Article VII), (ii) the
principal amount of the Term Loan of such Lender on the Termination Date (or
the then unpaid principal amount of such Term Loan, on the date that the Term
Loans become due and payable pursuant to Article VII), and (iii) the then
unpaid principal amount of each Competitive Loan on the last day of the
Interest Period applicable to such Loan (or such earlier date on which the Competitive
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 Class and 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 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 affect the obligation of
the Borrower to repay the Loans in accordance with the terms of this Agreement.


 


(e)  Any Lender may request that Loans made by it
be evidenced by a promissory note.  In
such event, the Borrower shall prepare, execute and deliver to such Lender a
promissory note payable to the order of such Lender (or, if requested by such
Lender, to such Lender and its registered assigns) and in a form approved by
the Administrative Agent.  Thereafter,
the Loans evidenced by such promissory note and interest thereon shall at all
times (including after assignment pursuant to Section 9.04) be represented by
one or more promissory notes in such form payable to the order of the payee
named therein (or, if such promissory note is a registered note, to such payee
and its registered assigns).


 


SECTION 2.11.  Prepayment of
Loans.  (a)   The Borrower shall have the right at any
time and from time to time to prepay any Borrowing in whole or in part, subject
to prior notice in accordance with paragraph (b) of this Section; provided
that the Borrower shall not have the right to prepay any Competitive Loan without
the prior consent of the Lender thereof.


 


(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 Revolving Borrowing, 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 Revolving Borrowing,
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


 


24

















 


the principal amount of each Borrowing or
portion thereof to be prepaid; provided that, if a notice of prepayment
is given in connection with a conditional notice of termination of the
Commitments as contemplated by Section 2.09, then such notice of prepayment may
be revoked if such notice of termination is revoked in accordance with Section
2.09.  Promptly following receipt of any
such notice relating to a Revolving Borrowing, the Administrative Agent shall
advise the Lenders of the contents thereof. 
Each partial prepayment of any Revolving Borrowing shall be in an amount
that would be permitted in the case of an advance of a Revolving Borrowing of
the same Type as provided in Section 2.02. 
Each prepayment of a Revolving Borrowing shall be applied ratably to the
Loans included in the prepaid Borrowing. 
Prepayments shall be accompanied by accrued interest to the extent
required by Section 2.13.  Amounts
prepaid on account of Term Loans may not be reborrowed.


 


SECTION 2.12.  Fees.  (a)  
Prior to conversion of Revolving Loans into Term Loans pursuant to
Section 2.04, 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 period from and including the Closing Date to but excluding
the date on which such Commitment terminates; provided that, if such
Lender continues to have any outstanding Loans after its Commitment terminates
and such Loans are not Term Loans that have been converted from Revolving Loans
pursuant to Section 2.04, then such facility fee shall continue to accrue on
the daily amount of such Lender’s outstanding Loans from and including the date
on which its Commitment terminates to but excluding the date on which such
Lender ceases to have any outstanding Loans. 
Accrued facility fees shall be payable in arrears on the last 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
date hereof; provided that any facility fees accruing after the date on
which the Commitments terminate shall be payable on demand.  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)  Prior to conversion of Revolving Loans into
Term Loans pursuant to Section 2.04, the Borrower agrees to pay to the
Administrative Agent for the account of each Lender a utilization fee equal to
(i) 0.125% per annum for each day on which the Commitment Utilization
Percentage exceeds 25%, which fee shall accrue on the daily amount of such
Lender’s outstanding Loans for each Excess Utilization Day during the period
from and including the day on which the Commitment Utilization Percentage
exceeds 25% to but excluding the day on which the Commitment Utilization
Percentage no longer exceeds 25%, and (ii) 0.250% per annum for each day on
which the Commitment Utilization Percentage exceeds 50%, which fee shall accrue
on the daily amount of such Lender’s outstanding Loans for each Excess
Utilization Day during the period from and including the day on which the
Commitment Utilization Percentage exceeds 50% to but excluding the day on which
the Commitment Utilization Percentage no longer exceeds 50%.  Accrued utilization fees shall be payable in
arrears on the last 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 date hereof; provided that any utilization fees
accruing after the date on which the Commitments terminate shall be payable on
demand.  All utilization 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).


 


25

















 


(c)  The Borrower agrees to pay to the
Administrative Agent, for its own account, fees payable in the amounts and at
the times separately agreed upon between the Borrower and the Administrative
Agent.


 


(d)  All fees payable hereunder shall be paid on
the dates due, in immediately available funds, to the Administrative Agent for
distribution, in the case of facility fees, to the Lenders.  Fees paid shall not be refundable under any
circumstances.


 


SECTION 2.13.  Interest.  (a)  
The Loans comprising each ABR Borrowing shall bear interest at a rate
per annum equal to the Alternate Base Rate plus the Applicable Rate.


 


(b)  The Loans comprising each Eurodollar
Borrowing shall bear interest at a rate per annum equal to (i) in the case of a
Eurodollar Loan, the Adjusted LIBO Rate for the Interest Period in effect for
such Borrowing plus the Applicable Rate, or (ii) in the case of a Eurodollar
Competitive Loan, the LIBO Rate for the Interest Period in effect for such
Borrowing plus (or minus, as applicable) the Margin applicable to such Loan.


 


(c)  Each Fixed Rate Loan shall bear interest at
a rate per annum equal to the Fixed Rate applicable to such Loan.


 


(d)  Notwithstanding the foregoing, if any principal
of or interest on any Loan or any fee or other amount payable by the Borrower
hereunder is not paid when due, whether at stated maturity, upon acceleration
or otherwise, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to (i) in the case of overdue principal of
any Loan, 2% plus the rate otherwise applicable to such Loan as provided above,
or (ii) in the case of any other amount, 2% plus the rate applicable to ABR
Loans as provided above.


 


(e)  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 paragraph (d) 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 Revolving 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
current 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 termination of the Commitments.


 


(f)  All interest hereunder shall be computed on
the basis of a year of 360 days, except that interest computed by reference to
the Alternate Base Rate at times when the Alternate Base Rate is based on the
Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in
a leap year), and in each case shall be payable for the actual number of days
elapsed (including the first day but excluding the last 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 2.14.  Alternate Rate
of Interest.  If prior to the
commencement of any Interest Period for a Eurodollar Borrowing:


 


26

















 


(a) 
the Administrative Agent determines (which determination shall be
conclusive absent manifest error) that adequate and reasonable means do not
exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable,
for such Interest Period; or


 


(b)  
the Administrative Agent is advised by the Required Lenders (or, in the
case of a Eurodollar Competitive Loan, the Lender that is required to make such
Loan) that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such
Interest Period will not adequately and fairly reflect the cost to such Lenders
(or Lender) of making or maintaining their Loans (or its Loan) included in such
Borrowing for such Interest Period;


 


then the Administrative Agent shall give
notice thereof to the Borrower and the Lenders by telephone or telecopy as
promptly as practicable thereafter and, until the Administrative Agent notifies
the Borrower and the Lenders that the circumstances giving rise to such notice
no longer exist, (i) any Interest Election Request that requests the conversion
of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a
Eurodollar Borrowing shall be ineffective, (ii) if any Revolving Borrowing
Request requests a Eurodollar Revolving Borrowing, such Borrowing shall be made
as an ABR Borrowing, and (iii) any request by the Borrower for a Eurodollar
Competitive Borrowing shall be ineffective; provided that (A) if the
circumstances giving rise to such notice do not affect all the Lenders, then
requests by the Borrower for Eurodollar Competitive Borrowings may be made to
Lenders that are not affected thereby, and (B) if the circumstances giving rise
to such notice affect only one Type of Borrowings, then the other Type of
Borrowings shall be permitted.


 


SECTION 2.15.  Increased Costs.  (a)  
If any Change in Law shall:


 


(i)            impose, modify or deem
applicable any reserve, special deposit 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)           impose on any Lender or
the London interbank market any other condition affecting this Agreement or
Eurodollar Loans or Fixed Rate 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 Fixed Rate 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 otherwise), then 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 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


 


27

















 


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)  Notwithstanding the foregoing provisions of
this Section, a Lender shall not be entitled to compensation pursuant to this
Section in respect of any Competitive Loan if the Change in Law that would
otherwise entitle it to such compensation shall have been publicly announced
prior to submission of the Competitive Bid pursuant to which such Loan was
made.


 


SECTION 2.16.  Break Funding
Payments.  In the event of
(a) the payment of any principal of any Eurodollar Loan or Fixed Rate Loan
other than on the last day of an Interest Period applicable thereto (including
as a result of an Event of Default), (b) the conversion of any Eurodollar Loan
other than on the last day of the Interest Period applicable thereto, (c) the
failure to borrow, convert, continue or prepay any Revolving Loan or Term Loan
on the date specified in any notice delivered pursuant hereto (regardless of
whether such notice is permitted to be revocable under Section 2.11(b) and is
revoked in accordance herewith), (d) the failure to borrow any Competitive Loan
after accepting the Competitive Bid to make such Loan, or (e) the assignment of
any Eurodollar Loan or Fixed Rate 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 2.19, then, in any such event, the Borrower shall compensate
each Lender for the loss, cost and expense attributable to such event.  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 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


 


28

















 


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.


 


SECTION 2.17.  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)  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.  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.


 


(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)  Any Foreign Lender that is entitled to an
exemption from or reduction of withholding tax under the law of the
jurisdiction in which the Borrower is located, or any treaty to which such
jurisdiction is a party, with respect to payments under this Agreement shall
deliver to the Borrower (with a copy to the Administrative Agent), at the time
or times prescribed by applicable law or reasonably requested by the Borrower,
such properly completed and executed documentation prescribed by applicable law
as will permit such payments to be made without withholding or at a reduced
rate.


 


29

















 


SECTION 2.18.  Payments
Generally; Pro Rata Treatment; Sharing of Set-offs.  (a)  
The Borrower shall make each payment required to be made by it hereunder
(whether of principal, interest, fees, or under Section 2.15, 2.16 or 2.17, or
otherwise) prior to 12:00 noon, New York City time, on the date when due, in
immediately available funds, without set-off or counterclaim.  Any amounts received after such time on any
date may, in the discretion of the Administrative Agent, be deemed to have been
received on the next succeeding Business Day for purposes of calculating
interest thereon.  All such payments
shall be made to the Administrative Agent, c/o The Loan and Agency Services
Group at the address set forth in Section 9.01, except that payments pursuant
to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons
entitled thereto.  The Administrative
Agent shall distribute any such payments received by it for the account of any
other Person to the appropriate recipient promptly following receipt
thereof.  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 insufficient funds are
received by and available to the Administrative Agent to pay fully all amounts
of principal, interest and fees then due hereunder, such funds shall be applied
(i) first, to pay interest and fees then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of interest and fees
then due to such parties, and (ii) second, to pay principal then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of
principal then due to such parties.


 


(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 Revolving Loans or Term Loans resulting
in such Lender receiving payment of a greater proportion of the aggregate
amount of its Revolving Loans or Term Loans and accrued interest thereon than
the proportion received by any other Lender, then the Lender receiving such
greater proportion shall purchase (for cash at face value) participations in
the Revolving Loans or Term Loans of other Lenders 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 Revolving Loans or Term 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


 


30

















 


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 amount is distributed to it to but excluding the date of payment to the
Administrative Agent, at the Federal Funds Effective Rate.


 


(e)  If any Lender shall fail to make any payment
required to be made by it pursuant to Section 2.07(b) or 2.18(d), 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 2.19.  Mitigation
Obligations; Replacement of Lenders. 
(a)   If any Lender
requests compensation under Section 2.15, 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 2.17, 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 2.15 or 2.17, 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 2.15, 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 2.17, or if any Lender defaults in its obligation to fund Loans
hereunder, 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 Section 9.04), all its interests, rights and obligations under
this Agreement (other than any outstanding Competitive Loans held by it) 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 received the prior written consent of the Administrative
Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall
have received payment of an amount equal to the outstanding principal of its
Loans (other than Competitive Loans), accrued interest thereon, accrued fees
and all other amounts payable to it hereunder, 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), and (iii) in the case of any such
assignment resulting from a claim for compensation under Section 2.15 or
payments required to be made pursuant to Section 2.17, such assignment will
result in a reduction in such compensation or payments.  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.


 


31

















 


SECTION 2.20.  New Lenders;
Commitment Increases.  (a)   With the consent of the Borrower and the
Administrative Agent (which, in the case of the Administrative Agent, shall not
be unreasonably withheld), (i) one or more additional banks or other financial
institutions may become a party to this Agreement by executing a supplement
hereto, in form and substance satisfactory to such bank or other financial
institution, the Borrower and the Administrative Agent, whereupon such bank or
other financial institution (a “New Lender”) shall become a Lender for all
purposes hereof and to the same extent as if originally a party hereto and shall
be bound by and entitled to the benefits of this Agreement, and Schedule 2.01
hereto shall be deemed to be amended to add the name, address and Commitment of
such New Lender, and (ii) any Lender may increase the amount of its Commitment
by executing a supplement hereto, in form and substance satisfactory to such
Lender, the Borrower and the Administrative Agent, whereupon such Lender shall
be bound by and entitled to the benefits of this Agreement with respect to the
full amount of its Commitment as so increased, and Schedule 2.01 hereto shall
be deemed to be amended to reflect such increase in the Commitment of such
Lender.  In no event may the aggregate
Commitments be increased above $300,000,000 pursuant to any supplement
described in this Section 2.20(a).


 


(b)  If on the date upon which a bank or other
financial institution becomes a New Lender or upon which a Lender’s Commitment
is changed pursuant to Section 2.20(a), any Revolving Loans are then
outstanding, the Borrower shall borrow Revolving Loans from such Lender in such
amount and with such Interest Period such that, after giving effect thereto,
the quotient of (x) the Revolving Loan of such Lender of each Type and, in the
case of Eurodollar Loans, with each Interest Period and (y) such Lender’s Commitment
is equal to the corresponding comparable quotient of each other Lender.  Any Eurodollar Borrowing borrowed pursuant
to the preceding sentence shall bear interest at a rate equal to the respective
interest rates then applicable to the Eurodollar Revolving Loans of the other
Lenders or such other rate as may be agreed upon by the Borrower and such
Lender.


 


ARTICLE III


 


Representations and Warranties


 


The Borrower represents and warrants to the
Lenders that:


 


SECTION 3.01.  Organization;
Powers.  Each of the Borrower
and its Subsidiaries is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, has all requisite power
and authority to carry on its business as now conducted and, except where the failure
to do so, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect, is qualified to do business in, and is in
good standing in, every jurisdiction where such qualification is required.


 


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 has been duly
executed and delivered by the Borrower and constitutes a legal, valid and
binding obligation of the Borrower, enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization,


 


32

















 


moratorium or other laws affecting creditors’ rights generally and
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, except such as
have been obtained or made and are in full force and effect, (b) will not
violate any applicable law or regulation or the charter, by-laws or other
organizational documents of the Borrower or any of its Subsidiaries or any
order of any Governmental Authority, (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
2002 and 2003, reported on by KPMG LLP, independent registered public
accounting firm, and (ii) as of and for the fiscal quarters and the portion of
the fiscal year ended March 31, 2004 and June 30, 2004, certified by its
principal 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 material Guarantees, contingent liabilities and liabilities for taxes,
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, that are not reflected or disclosed in
the most recent financial statements referred to in this paragraph.


 


(b)  Since December 31, 2003, there has been no
event, development or circumstance that has had or could reasonably be expected
to have a Material Adverse Effect.


 


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 the use thereof
by the Borrower and its Subsidiaries does not infringe upon the rights of any
other Person, except for any such infringements that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.


 


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 knowledge of the Borrower, 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,


 


33

















 


to result in a Material Adverse Effect (other than the Disclosed
Matters), or (ii) that involve this Agreement 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 laws, regulations
and orders of any Governmental Authority applicable to it or its property and
all indentures, agreements and other instruments (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 1935.  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 required, is, and at all times will
be, a member in good standing of the National Association of Securities
Dealers, Inc.


 


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.


 


34

















 


SECTION 3.10.  ERISA.  No ERISA Event has occurred or is
reasonably expected to occur that, when taken together with all other such
ERISA Events for which liability is reasonably expected to occur, could
reasonably be expected to result in a Material Adverse Effect.  The present value of all accumulated benefit
obligations under each Plan (based on the assumptions used for purposes of
Statement of Financial Accounting Standards No. 87) did not, as of the date of
the most recent financial statements reflecting such amounts, exceed by more
than $5,000,000 the fair market value of the assets of such Plan, and the
present value of all accumulated benefit obligations of all underfunded Plans
(based on the assumptions used for purposes of Statement of Financial
Accounting Standards No. 87) did not, as of the date of the most recent
financial statements reflecting such amounts, exceed by more than $10,000,000
the fair market value of the assets of all such underfunded Plans.


 


SECTION 3.11.  Disclosure.  The Borrower has disclosed to the
Lenders all agreements, instruments and corporate or other restrictions 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 negotiation of this Agreement or delivered hereunder (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, 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.


 


SECTION 3.13.  Subsidiaries.  Except as disclosed to the
Administrative Agent by the Borrower in writing from time to time after the
Closing Date, (a) 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, and (b) 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.


 


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


 


35






















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.


 


ARTICLE IV


 


Conditions


 


SECTION 4.01.  Effective 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 (or its counsel) shall
have received from each party hereto either (i) a counterpart of this Agreement
signed on behalf of such party, or (ii) written evidence satisfactory to the
Administrative Agent (which may include telecopy transmission of a signed
signature page of this Agreement) that such party has signed a counterpart of
this Agreement.


 


(b) 
The Administrative Agent shall have received a favorable written opinion
(addressed to the Administrative Agent and the Lenders and dated the Effective
Date) of the General Counsel of the Borrower, substantially in the form of
Exhibit B, and covering such other matters relating to the Borrower, this
Agreement or the Transactions as the Required Lenders shall reasonably
request.  The Borrower hereby requests
such counsel to deliver such opinion.


 


(c) 
The Administrative Agent shall have received 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 or the Transactions, all in form and substance
satisfactory to the Administrative Agent and its counsel.


 


(d) 
The Administrative Agent shall have received a certificate, dated the
Effective Date and signed by the President, a Vice President or a Financial
Officer of the Borrower, confirming compliance with the conditions set forth in
paragraphs (a) and (b) of Section 4.02 without giving effect to the
parenthetical set forth in paragraph (a) of Section 4.02.


 


(e) 
The Administrative Agent shall have received evidence satisfactory to it
that simultaneously with the making of the initial Loans on the Closing Date,
the Borrower will have repaid in full all amounts outstanding under the
Existing Credit Agreement and the commitments of the lenders under the Existing
Credit Agreement will have been terminated, and the Administrative Agent shall
have received the promissory notes issued under the Existing Credit Agreement
marked “cancelled”.


 


(f) 
The Administrative Agent shall have received all fees and other amounts
due and payable on or prior to the Effective Date, including, to the extent
invoiced, reimbursement or


 


36
















 


payment of all reasonable out-of-pocket
expenses required to be reimbursed or paid by the Borrower hereunder.


 


(g)  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.


 


(h) 
The Lenders shall have received (a) audited consolidated financial
statements of the Borrower for the 2002 and 2003 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.


 


The
Administrative Agent shall notify the Borrower and the Lenders of the Effective
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 City time, on October 8, 2004
(and, in the event such conditions are not so satisfied or waived, the
Commitments shall terminate at such time).


 


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.


 


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


 


Each
Borrowing, the conversion of the Revolving Loans into Term Loans pursuant to
Sections 2.04 and 2.05, and the increase of the aggregate Commitments pursuant
to Section 2.20, 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, provided that (i) such conversion of the
Revolving Loans into Term Loans, and (ii) 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.


 


37
















 


ARTICLE V


 


Affirmative Covenants


 


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


 


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 Securities and Exchange Commission, or any
Governmental Authority succeeding to any or all of the functions of said
Commission;


 


(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 Securities and Exchange Commission, or any Governmental Authority
succeeding to any or all of the functions of said Commission;


 


(c)  concurrently with any
delivery of financial statements under clause (a) or (b) above, a certificate
of a Financial Officer of the Borrower (i) certifying as to whether a Default
has occurred and, if a Default has occurred, 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;


 


(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 Securities and
Exchange Commission, or any Governmental Authority succeeding to any or all of
the functions of said Commission, 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; and


 


38
















 


(f)  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, as the Administrative Agent or any
Lender may reasonably request.


 


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 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;


 


(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; and


 


(e)  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.


 


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 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.


 


39
















 


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, 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, keep proper books of record and account in which full,
true and correct entries are made of all dealings and transactions in relation
to its business and activities.  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.


 


SECTION 5.07.  Compliance with Laws.  The Borrower will, and will cause each
of its Subsidiaries to, comply with all laws, rules, regulations and orders of
any Governmental Authority 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, 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.


 


40
















 


SECTION 5.09.  Environmental Laws.  The Borrower will, and will cause each
of its Subsidiaries to, (a) comply in all material respects with all applicable
Environmental Laws, and obtain and comply in all material respects 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 terminated and the principal of and interest on
each Loan and all fees payable hereunder 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 period of
four consecutive fiscal quarters of the Borrower ending with any fiscal quarter
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 for any
period of four consecutive fiscal quarters of the Borrower ending with any
fiscal quarter 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:


 


(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)  Guarantees by any Subsidiary
of Indebtedness of the Borrower or any other Subsidiary;


 


(d)  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


 


41
















 


improvement,
and (ii) the aggregate principal amount of Indebtedness permitted by this
clause (d) shall not exceed $10,000,000 at any time outstanding;


 


(e)  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;


 


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


 


(g)  other unsecured Indebtedness
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 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 (d) 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


 


42
















 


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 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,
(ii) any Subsidiary may merge into any Subsidiary in a transaction in which the
surviving entity is a Subsidiary, (iii) any Subsidiary may sell, transfer,
lease or otherwise dispose of its assets to the Borrower or to another
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) 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 is organized and validly existing under the laws of the United States or
any State thereof and by operation of law or otherwise assumes all obligations
of the Borrower hereunder and such assumption is evidenced by an opinion of
counsel to such other Person satisfactory in form and substance 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.


 


SECTION 6.05.  Investments, Loans, Advances, Guarantees
and Acquisitions; Hedging Agreements. 
(a)   The Borrower will
not, and will not permit any of its Subsidiaries to, purchase, hold or acquire
(including pursuant to any merger with any Person that was not a wholly owned
Subsidiary prior to such merger) any capital stock, evidences of indebtedness
or other securities (including any option, warrant or other right to acquire
any of the foregoing) of, make or permit to exist any loans or advances to,
Guarantee any obligations of, or make or permit to exist any investment or any
other interest in, any other Person, or purchase or otherwise acquire (in one
transaction or a series of transactions) any assets of any other Person
constituting a business unit, except:


 


(i)            Permitted
Investments;


 


(ii)           investments by the
Borrower existing on the date hereof in the capital stock of its Subsidiaries;


 


(iii)          loans or advances
made by the Borrower to any Subsidiary and made by any Subsidiary to the
Borrower or any other Subsidiary;


 


(iv)          Guarantees
constituting Indebtedness permitted by Section 6.02;


 


(v)           Permitted
Acquisitions; and


 


(vi)          other investments,
loans, advances, guarantees or acquisitions in an aggregate principal amount
not exceeding $25,000,000 at any time outstanding.


 


43
















 


(b) 
The Borrower will not, and will not permit any of its Subsidiaries to,
enter into any Hedging Agreement, other than 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.


 


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 Default or Event of
Default has occurred or 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, and (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.


 


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 the ordinary course of business at prices and on
terms and conditions not less favorable to the Borrower or such Subsidiary than
could be obtained on an arm’s-length basis from unrelated third parties, (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 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, and (v) clause
(a) of the foregoing shall not apply to customary provisions in leases
restricting the assignment thereof.


 


SECTION 6.09.  Capital Expenditures.  The Borrower will not, and will not
permit any of its Subsidiaries to, make or commit to make any Capital
Expenditure, except


 


44
















 


Capital
Expenditures of the Borrower and its Subsidiaries in the ordinary course of
business not exceeding $40,000,000 in the aggregate from the date hereof.


 


SECTION 6.10.  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 entered into with respect
to the real property listed on Schedule 6.10.


 


SECTION 6.11.  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 6.12.  Negative Pledge Clauses.  The Borrower will not, and will not
permit any of its Subsidiaries to, enter into or suffer to exist or become
effective any agreement that prohibits or limits the ability of the Borrower or
any of its Subsidiaries to create, incur, assume or suffer to exist any Lien
upon any of its property or revenues, whether now owned or hereafter acquired,
to secure its obligations under this Agreement other than (a) this Agreement,
and (b) any agreements governing any purchase money Liens or Capital Lease
Obligations otherwise permitted hereby (in which case, any prohibition or
limitation shall only be effective against the assets financed thereby).


 


SECTION 6.13.  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, 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).


 


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 this


 


45
















 


Agreement, 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 Section
5.02, 5.03 (with respect to the Borrower’s existence) or 5.08 or in Article VI;


 


(e)  the Borrower shall fail to
observe or perform any covenant, condition or agreement contained in this
Agreement (other than those specified in clause (a), (b) or (d) of this
Article), and such failure shall continue unremedied for a period of 30 days
after 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 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


 


46
















 


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 $5,000,000 shall be
rendered against the Borrower, any Subsidiary or any combination thereof and
the same shall remain undischarged for a period of 30 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 shall have
occurred that, in the opinion of the Required Lenders, when taken together with
all other ERISA Events that have occurred, could reasonably be expected to
result in a Material Adverse Effect; or


 


(m)  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.


 


ARTICLE VIII


 


The Administrative Agent


 


Except as
provided below, each of the Lenders hereby irrevocably appoints the
Administrative Agent as its agent and authorizes the Administrative Agent to
take such actions


 


47
















 


on its behalf and to exercise such powers as
are delegated to the Administrative Agent by the terms hereof, together with
such actions and powers as are reasonably incidental thereto.


 


The bank
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 such bank and its
Affiliates may accept deposits from, lend money to and generally engage in any
kind of business with the Borrower or any Subsidiary or other Affiliate thereof
as if it were not the Administrative Agent hereunder.


 


The
Administrative Agent shall not have any duties or obligations except those
expressly set forth herein.  Without
limiting the generality of the foregoing, (a) the Administrative Agent shall
not be subject to any fiduciary or other implied duties, regardless of whether
a Default has occurred and is continuing, (b) the Administrative Agent shall
not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly
contemplated hereby that the Administrative Agent is required to exercise in writing
by the Required Lenders, and (c) except as expressly set forth herein, the
Administrative Agent shall not 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 Subsidiaries that is communicated to or obtained by the bank serving
as 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 with the consent or at the request of
the Required Lenders or 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 thereof is given to the Administrative Agent by the Borrower or a
Lender, and the Administrative Agent shall not be responsible for or have any
duty to ascertain or inquire into (i) any statement, warranty or representation
made by any other Person in or in connection with this Agreement, (ii) the
contents of any certificate, report or other document delivered by any other
Person hereunder or in connection herewith, (iii) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth
herein, (iv) the validity, enforceability, effectiveness (other than its own
due execution) or genuineness of this Agreement 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.


 


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 reasonably believed by it to
be genuine and to have been signed or sent 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 be made
by the proper Person, and shall not incur any liability for relying
thereon.  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.


 


The
Administrative Agent may perform any and all its duties and exercise its rights
and powers through Related Parties of the Administrative Agent.  The exculpatory provisions of the preceding
paragraphs shall apply to the Related Parties of the Administrative


 


48
















 


Agent, and shall apply to their activities in
connection with the syndication of the credit facilities provided for herein as
well as activities as Administrative Agent.


 


Subject to the
appointment and acceptance of a successor Administrative Agent as provided in
this paragraph, the Administrative Agent may resign at any time by notifying
the Lenders and the Borrower.  Upon any
such resignation, the Required Lenders shall have the right, in consultation
with the Borrower, to appoint a successor. 
If no 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 which shall be a bank with an office in New York, New
York, or an Affiliate of any such bank. 
Upon the acceptance of its appointment as Administrative Agent hereunder
by a successor, such successor shall succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent, and
the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder.  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 Administrative
Agent’s resignation hereunder, the provisions of this Article and Section 9.03
shall continue in effect for its benefit in respect of any actions taken or omitted
to be taken by it while it was acting as Administrative Agent.


 


Each Lender
acknowledges that 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 Agreement. 
Each Lender also acknowledges that it will, independently and without
reliance upon the Administrative Agent or any other Lender 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 upon this Agreement, any related agreement or any document furnished
hereunder or thereunder.


 


ARTICLE IX


 


Miscellaneous


 


SECTION 9.01.  Notices.  Except in the case of notices and
other communications expressly permitted to be given by telephone, 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 telecopy, as follows:


 


(a)  if to the Borrower, to it at
6300 Lamar Avenue, Overland Park, Kansas 66202, Attention of Daniel P. Connealy
(Telecopy No. (913) 236-1930, with a copy to Wendy J. Hills (Telecopy No. (913)
236-2379);


 


(b)  if to the Administrative
Agent, to JPMorgan Chase Bank, c/o Agent Bank Services Group, 1111 Fannin - 10th
Floor, Houston, TX 77002, Attention of Omar Musule (Telecopy No. (713)
750-2223), with a copy to JPMorgan Chase Bank, 270 Park


 


49
















 


Avenue, New
York, New York 10017, Attention of Marybeth Mullen (Telecopy No. (212)
270-5049); and


 


(c)  if to any other Lender, to
it at its address (or telecopy number) set forth in its Administrative
Questionnaire.


 


Any party
hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto.  All notices and other communications given to
any party hereto in accordance with the provisions of this Agreement shall be
deemed to have been given on the date of receipt.


 


SECTION 9.02.  Waivers; Amendments.  (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 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) 
Neither this Agreement nor any provision hereof 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) increase 
the Commitment of any Lender without the written consent of such Lender,
(ii) 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, (iii) postpone the scheduled date of payment of
the principal amount of any Loan, or any interest thereon, or any fees payable
hereunder, 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, (iv) change Section 2.18(b) or
(c) in a manner that would alter the pro rata sharing of payments required
thereby, without the written consent of each Lender, (v) increase the aggregate
Commitments above $300,000,000, without the written consent of each Lender, or
(vi) change 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 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.


 


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


 


50
















 


and its
Affiliates in amounts previously agreed to in writing and 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 and administration of this Agreement or any amendments,
modifications or waivers of the provisions hereof (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 in connection with this Agreement, including its
rights under this Section, or in connection with the Loans made, including in
connection with any workout, restructuring or negotiations in respect thereof.


 


(b) 
The Borrower shall indemnify the Administrative Agent and 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, costs and related expenses,
including the fees, charges and disbursements of any counsel for any
Indemnitee, incurred by or asserted against any Indemnitee arising out of, in
connection with, or as a result of (i) the execution or delivery of this
Agreement or any agreement or instrument contemplated hereby, the performance
by the parties hereto of their respective obligations hereunder or the
consummation of the Transactions or any other transactions contemplated hereby,
(ii) any Loan or the 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 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, costs or related expenses 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.


 


(c)  To
the extent that the Borrower fails to pay any amount required to be paid by it
to the Administrative Agent under paragraph (a) or (b) of this Section, each
Lender severally agrees to pay to the Administrative Agent 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 in its capacity as such.


 


(d)  To
the 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) arising out of, in connection with, or as a result of, this
Agreement or any agreement or instrument contemplated hereby, the Transactions,
any Loan or the use of the proceeds thereof.


 


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


 


51
















 


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
each Lender (and any attempted assignment or transfer by the Borrower without
such consent 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 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 (i)
except in the case of an assignment to a Lender or an Affiliate of a Lender,
each of the Borrower and the Administrative Agent must give their prior written
consent to such assignment (which consent shall not be unreasonably withheld),
(ii) except in the case of an assignment to a Lender or an Affiliate of a
Lender or 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 or an Affiliate of a Lender or an Approved Fund with
respect to a Lender, the aggregate amount of the Commitment (which for this
purpose includes Loans outstanding thereunder) or principal outstanding balance
of the Term Loan of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Acceptance with respect to such
assignment is delivered to the Administrative Agent) shall not be less than
$5,000,000 or, in the case of any assignment of a Term Loan, $1,000,000, unless
each of the Borrower and the Administrative Agent otherwise consent, (iii) 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 Loan or the Commitment assigned, except that this clause (iii)
shall not apply to rights in respect of outstanding Competitive Loans, (iv) the
parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Acceptance, together with a processing and recordation
fee of $3,500, and (v) the assignee, if it shall not be a Lender, shall deliver
to the Administrative Agent an Administrative Questionnaire; provided
further that any consent of the Borrower otherwise required under this
paragraph shall not be required if an Event of Default under clause (h) or (i)
of Article VII has occurred and is continuing. 
Upon acceptance and recording pursuant to paragraph (d) of this Section,
from and after the effective date specified in each Assignment and Acceptance,
the assignee thereunder shall be a party hereto and, to the extent of the
interest assigned by such Assignment and Acceptance, 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
Acceptance, be released from its obligations under this Agreement (and, in the
case of an Assignment and Acceptance 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
2.15, 2.16, 2.17 and 9.03).  Any
assignment or transfer by a Lender of rights or obligations under this
Agreement that does not comply with this paragraph shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with paragraph (e) of this Section.


 


52
















 


(c) 
The Administrative Agent, acting solely for this purpose as an agent of
the Borrower, shall maintain at one of its offices in The City of New York a
copy of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitment of,
and principal amount 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.


 


(d) 
Upon its receipt of a duly completed Assignment and Acceptance executed
by an assigning Lender and an assignee, the assignee’s completed Administrative
Questionnaire (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in paragraph (b) of this Section and
any written consent to such assignment required by paragraph (b) of this
Section, the Administrative Agent shall accept such Assignment and Acceptance
and record the information contained therein in the Register.  No assignment shall be effective for purposes
of this Agreement unless it has been recorded in the Register as provided in
this paragraph.


 


(e) 
Any Lender may, without the consent of the Borrower or the
Administrative Agent, sell participations to one or more banks or other entities
(a “Participant”) in all or a portion of such Lender’s rights and
obligations under this Agreement (including all or a portion of its Commitment
and 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 other
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, modification or waiver described
in the first proviso to Section 9.02(b) that affects such Participant.  Subject to paragraph (f) of this Section, the
Borrower agrees that each Participant shall be entitled to the benefits of
Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) of this Section.


 


(f)  A
Participant shall not be entitled to receive any greater payment under Section
2.15 or 2.17 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 2.17 unless the Borrower is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of the Borrower, to
comply with Section 2.17(e) as though it were a Lender.


 


(g) 
Any Lender may at any time pledge or assign a security interest in all
or any portion of its rights under this Agreement to secure obligations of such
Lender, including without limitation (i) any such pledge or assignment to a
Federal Reserve Bank, and (ii) in the case of


 


53
















 


any Lender that is a Fund, any pledge or
assignment of all or any portion of such Lender’s rights under this Agreement
to any holders of obligations owed, or securities issued, by such Lender as
security for such obligations or securities, or to any trustee for, or any
other representative of such holders and this Section shall not apply to any
such pledge or assignment of a security interest; provided that no such
pledge or assignment of a security interest shall release a Lender from any of
its obligations hereunder or substitute any such assignee for such Lender as a
party hereto.


 


SECTION 9.05.  Survival.  All covenants, agreements,
representations and warranties made by the Borrower herein and in the
certificates or other instruments 
delivered in connection with or pursuant to this Agreement shall be
considered to have been relied upon by the other parties hereto and shall
survive the execution and delivery of this Agreement and the making of any
Loans, regardless of any investigation made by any such other party or on its
behalf and notwithstanding that the Administrative Agent or any Lender may have
had notice or knowledge of any Default or incorrect representation or warranty
at the time any credit is extended hereunder, and shall continue in full force
and effect as long as the principal of or any accrued interest on any Loan or
any fee or any other amount payable under this Agreement is outstanding and
unpaid and so long as the Commitments have not expired or terminated.  The provisions of Sections 2.15, 2.16, 2.17
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 any separate letter agreements with respect to fees payable to
the Administrative Agent 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 shall be effective as delivery of
a manually executed counterpart of this Agreement.


 


SECTION 9.07.  Severability.  Any provision of this Agreement 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; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.


 


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


 


54
















 


Lender to or
for the credit or the account of the Borrower against any of and all the
obligations of the Borrower now or hereafter existing under this Agreement held
by such Lender, irrespective of whether or not such Lender shall have made any
demand under this Agreement and although such obligations may be
unmatured.  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.


 


(b) 
The Borrower hereby irrevocably and unconditionally submits, for itself
and its property, to the nonexclusive jurisdiction of the Supreme Court 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 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 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 shall affect any right that the Administrative Agent or any Lender
may otherwise have to bring any action or proceeding relating to this Agreement
against the Borrower or its properties in the courts of any jurisdiction.


 


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


 


(d) 
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 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 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 THE
TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY).  EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY 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 BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


55





















 


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 and its
Affiliates’ directors, officers, employees and agents, including accountants,
legal counsel and other advisors (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, (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party to this Agreement, (e) in connection with the exercise of
any remedies hereunder or any suit, action or proceeding relating to this
Agreement or the enforcement of rights hereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to any
assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights or obligations under this Agreement, (g) with the consent
of the Borrower, or (h) to the extent such Information (i) becomes publicly
available other than as a result of a breach of this Section, (ii) becomes
available to the Administrative Agent or any Lender on a nonconfidential basis
from a source other than the Borrower, or (iii) to the National Association of
Insurance Commissioners or any other similar organization or nationally
recognized rating agency that requires access to information about a Lender’s
investment portfolio in connection with rating issued with respect to such
Lender.  For the purposes of this
Section, “Information” means all information received from the Borrower
relating to the Borrower or its business, 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; provided that, in the case of
information received from the Borrower 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.



 


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.


 


56

















 


SECTION 9.14.  USA PATRIOT Act.  Each Lender which is subject to Section 326 of
the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law
October 26, 2001)) (the “Act”), hereby notifies the Borrower that,
pursuant to the requirements of 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 to identify the Borrower in accordance with the Act. 


 


57

















 


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. 


 


 


	
   

  	
  WADDELL & REED FINANCIAL, INC.,

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Daniel P. Connealy

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Daniel P. Connealy

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
  6300 Lamar
  Avenue

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Overland
  Park, Kansas 66202

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Taxpayer ID:

  	
  51-0261715

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK,

  	
   

  
	
   

  	
  individually and as Administrative Agent,

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Marybeth Mullen

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Marybeth Mullen

  	
   

  
	
   

  	
   

  	
   

  	
  Title: Vice President

  	
   

  
											



 

















 


	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  
	
   

  	
   

  	
   

  	
  /s/ 
  Marcio Chapina

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 
  Marcio Chapina

  
	
   

  	
   

  	
   

  	
  Title: 
  Vice President

  
						



 

















 


	
   

  	
  UMB BANK, NA

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ 
  David A. Proffitt

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 
  David A. Proffitt

  
	
   

  	
   

  	
   

  	
  Title: 
  Senior Vice President

  



 

















 


	
   

  	
  BANK MIDWEST, N.A.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ 
  Paul P. Holewinski

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 
  Paul P. Holewinski

  
	
   

  	
   

  	
   

  	
  Title: 
  Executive Vice President

  



 

















 


	
   

  	
  THE BANK OF NEW YORK

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ 
  Gary R. Overton

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 
  Gary R. Overton

  
	
   

  	
   

  	
   

  	
  Title: 
  Vice President

  



 

















 


	
   

  	
  MERRILL LYNCH BANK USA

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ 
  Louis Alder

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 
  Louis Alder

  
	
   

  	
   

  	
   

  	
  Title: 
  Director

  



 

















 


	
   

  	
  MORGAN STANLEY BANK

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ 
  Daniel Twenge

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 
  Daniel Twenge

  
	
   

  	
   

  	
   

  	
  Title: 
  Vice President

  



 

















 


	
   

  	
  THE ROYAL BANK OF SCOTLAND
  PLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ 
  Angela Reilly

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 
  Angela Reilly

  
	
   

  	
   

  	
   

  	
  Title: 
  Vice President

  



 

















 


	
   

  	
  THE BANK OF NOVA SCOTIA

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ 
  Todd S. Meller

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 
  Todd S. Meller

  
	
   

  	
   

  	
   

  	
  Title: 
  Managing Director

  



 

















 


Annex I-A


 


PRICING GRID 


 


	
   

  	
   

  	
  Level 1

  	
   

  	
  Level 2

  	
   

  	
  Level 3

  	
   

  	
  Level 4

  	
   

  	
  Level 5

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  S&P Rating:

  	
   

  	
  A- or better

  	
   

  	
  BBB+

  	
   

  	
  BBB

  	
   

  	
  BBB-

  	
   

  	
  Less than BBB-

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Moody’s Rating:

  	
   

  	
  A3 or better

  	
   

  	
  Baa1

  	
   

  	
  Baa2

  	
   

  	
  Baa3

  	
   

  	
  Less than Baa3

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ABR Loans’ Applicable Margin

  	
   

  	
  0

  	
  %

  	
  0

  	
  %

  	
  0

  	
  %

  	
  0

  	
  %

  	
  0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Eurodollar Loans’ Applicable Margin

  	
   

  	
  0.295

  	
  %

  	
  0.400

  	
  %

  	
  0.625

  	
  %

  	
  0.850

  	
  %

  	
  1.325

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Facility Fee Rate

  	
   

  	
  0.080

  	
  %

  	
  0.100

  	
  %

  	
  0.125

  	
  %

  	
  0.150

  	
  %

  	
  0.175

  	
  %

  



 


For purposes of determining the Applicable Margins or the Facility Fee
Rates, (i) in the event of a “split rating” (i.e., if the Moody’s Rating
applicable to the Borrower at any time appears in the chart above in a
different column from that in which the S&P Rating then applicable to the
Borrower appears), the Applicable Margins and the Facility Fee Rates will be
based on the column which includes the higher rating (unless the higher rating
is more than one rating level higher than the lower rating, in which case the
pricing shall be that applicable to the rating level which is one rating level
lower than the higher rating level), (ii) if Moody’s or S&P shall not have
in effect a rating (other than because such rating agency shall no longer be in
the business of rating corporate debt obligations), then such rating agency
will be deemed to have established a rating one rating level lower than the
rating of either Moody’s or S&P, as the case may be, that remains in
effect, and (iii) the Applicable Margins and the Facility Fee Rates shall be
subject to adjustment (upwards or downwards, as appropriate), effective as of
the date on which S&P or Moody’s announces a rating change which results in
a change in the Applicable Margins and the Facility Fee Rates.


 

















 


SCHEDULE 2.01


 


COMMITMENTS


 


	
  Lender

  	
   

  	
  Commitment

  	
   

  
	
  JPMorgan Chase Bank

  	
   

  	
  $

  	
  27,500,000.00

  	
   

  
	
  Bank of
  America, N.A.

  	
   

  	
  $

  	
  27,500,000.00

  	
   

  
	
  UMB Bank, NA

  	
   

  	
  $

  	
  25,000,000.00

  	
   

  
	
  Bank
  Midwest, N.A.

  	
   

  	
  $

  	
  20,000,000.00

  	
   

  
	
  The Bank of New York

  	
   

  	
  $

  	
  20,000,000.00

  	
   

  
	
  Merrill
  Lynch Bank USA

  	
   

  	
  $

  	
  20,000,000.00

  	
   

  
	
  Morgan Stanley Bank

  	
   

  	
  $

  	
  20,000,000.00

  	
   

  
	
  The Royal Bank of Scotland PLC

  	
   

  	
  $

  	
  20,000,000.00

  	
   

  
	
  The Bank
  of Nova Scotia

  	
   

  	
  $

  	
  20,000,000.00

  	
   

  
	
  Total

  	
   

  	
  $

  	
  200,000,000.00

  	
   

  



 

















 


SCHEDULE 3.06


 


DISCLOSED MATTERS


 


In conjunction with previous public disclosure, management does not
believe that any proceeding listed below, if adversely determined, could
reasonably be expected, individually or in the aggregate, to result in a
Material Adverse Effect.


 


1.             United Investors Life Insurance Company v.
Waddell & Reed Financial, Inc., et al., Circuit Court of Jefferson County,
Alabama (CV 00-2720).


 


2.             NASD Arbitration Number 97-03642, S.
Sawtelle v. Waddell & Reed, Inc., et al. (MASTER, Consol. With 99-5327).


 


3.             United Investors Life Insurance Company v.
Waddell & Reed Financial, Inc. et. al., California Superior Court, Los
Angeles County (BC25943), removed to United States District Court of the
Central District of California (CV 01-09684 TJH).


 


4.             NASD Disciplinary Proceeding No.
CAF040002, NASD v. Waddell & Reed, Inc., et al. 


 


5.             During the third quarter of 2003, the
Company received a subpoena from the New York Attorney General’s office and
requests for information from the Securities and Exchange Commission in regard
to their investigations of late trading and market-timing transactions within
the mutual fund industry.  These
requests and investigations are ongoing and the Company is continuing to
cooperate fully.


 

















 


SCHEDULE 3.13


 


SUBSIDIARIES


 


	
  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

  	
  %

  
	
  Waddell & Reed Development, Inc.

  	
   

  	
  Delaware

  	
   

  	
  100

  	
  %

  
	
  Waddell & Reed Distributors, Inc.

  	
   

  	
  Missouri

  	
   

  	
  100

  	
  %

  
	
  Waddell & Reed Leasing, Inc.

  	
   

  	
  Missouri

  	
   

  	
  100

  	
  %

  
	
  Waddell & Reed Ivy Investment Company

  	
   

  	
  Delaware

  	
   

  	
  100

  	
  %

  
	
  Ivy Services, Inc.

  	
   

  	
  Florida

  	
   

  	
  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 Arkansas,
  Inc.

  	
   

  	
  Arkansas

  	
   

  	
  100

  	
  %

  
	
  W & R Insurance Agency of Montana, Inc.

  	
   

  	
  Montana

  	
   

  	
  100

  	
  %

  
	
  W & R Insurance Agency of Nevada, Inc.

  	
   

  	
  Nevada

  	
   

  	
  100

  	
  %

  
	
  W & R Insurance Agency of Texas, Inc.

  	
   

  	
  Texas

  	
   

  	
  100

  	
  %

  
	
  W & R Insurance Agency of Utah, Inc.

  	
   

  	
  Utah

  	
   

  	
  100

  	
  %

  
	
  W & R Insurance Agency of Wyoming, Inc.

  	
   

  	
  Wyoming

  	
   

  	
  100

  	
  %

  
	
  Unicon Agency, Inc.

  	
   

  	
  New York

  	
   

  	
  100

  	
  %

  
	
  Unicon Insurance Agency of Massachusetts,
  Inc.

  	
   

  	
  Massachusetts

  	
   

  	
  100

  	
  %

  
	
  Fiduciary Trust Company of New Hampshire

  	
   

  	
  New Hampshire

  	
   

  	
  100

  	
  %

  
	
  Austin, Calvert & Flavin, Inc.

  	
   

  	
  Texas

  	
   

  	
  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


 

















 


SCHEDULE 6.02


 


EXISTING INDEBTEDNESS


 


None


 

















 


SCHEDULE 6.03


 


EXISTING LIENS


 


None


 

















 


SCHEDULE 6.08


 


EXISTING RESTRICTIONS


 


None


 

















 


SCHEDULE 6.10


 


SALE/LEASEBACK PROPERTIES


 


1.             6300
Lamar Avenue, Overland Park, Kansas


 


2.             6301
Glenwood, Overland Park, Kansas


 

















 


EXHIBIT
A


 


FORM OF

ASSIGNMENT AND ACCEPTANCE


 


Reference is made to the Credit Agreement, dated as of October 8,
2004 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Waddell & Reed Financial, Inc. (the “Borrower”),
the Lenders party thereto and JPMorgan Chase Bank, as administrative agent for
the Lenders (in such capacity, the “Administrative Agent”). Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement. 


 


The Assignor identified on Schedule l hereto (the “Assignor”)
and the Assignee identified on Schedule l hereto (the “Assignee”)
agree as follows: 


 


i.              The Assignor hereby
irrevocably sells and assigns to the Assignee without recourse to the Assignor,
and the Assignee hereby irrevocably purchases and assumes from the Assignor
without recourse to the Assignor, as of the Effective Date (as defined below),
the interest described in Schedule 1 hereto (the “Assigned Interest”)
in and to the Assignor’s rights and obligations under the Credit Agreement with
respect to those credit facilities contained in the Credit Agreement as are set
forth on Schedule 1 hereto (individually, an “Assigned Facility”;
collectively, the “Assigned Facilities”), in a principal amount for each
Assigned Facility as set forth on Schedule 1 hereto. 


 


ii.             The Assignor (a)
makes no representation or warranty and assumes no responsibility with respect
to any statements, warranties or representations made in or in connection with
the Credit Agreement or with respect to the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Credit Agreement or
any other instrument or document furnished pursuant thereto, other than that
the Assignor has not created any adverse claim upon the interest being assigned
by it hereunder and that such interest is free and clear of any such adverse
claim; (b) makes no representation or warranty and assumes no responsibility
with respect to the financial condition of the Borrower, any of its
Subsidiaries or any other obligor or the performance or observance by the
Borrower, any of its Subsidiaries or any other obligor of any of their
respective obligations under the Credit Agreement or any other instrument or
document furnished pursuant hereto or thereto; and (c) attaches any promissory
notes held by it evidencing the Assigned Facilities and (i) requests that the
Administrative Agent, upon request by the Assignee, exchange the attached
promissory notes for a new promissory note or notes payable to


 






















the Assignor, in each case in amounts which
reflect the assignment being made hereby (and after giving effect to any other
assignments which have become effective on the Effective  Date).


 


iii.            The Assignee (a) represents and warrants
that it is legally authorized to enter into this Assignment and Acceptance; (b)
confirms that it has received a copy of the Credit Agreement, together with
copies of the financial statements delivered pursuant to subsection 3.04
thereof and such other documents and information as it has deemed appropriate
to make its own credit analysis and decision to enter into this Assignment and
Acceptance; (c) agrees that it will, independently and without reliance upon
the Assignor, the Administrative Agent 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 Credit Agreement or any
other instrument or document furnished pursuant hereto or thereto; (d) appoints
and authorizes the Administrative Agent to take such action as agent on its
behalf and to exercise such powers and discretion under the Credit Agreement or
any other instrument or document furnished pursuant hereto or thereto as are
delegated to the Administrative Agent by the terms thereof, together with such
powers as are incidental thereto; and (e) agrees that it will be bound by the
provisions of the Credit Agreement and will perform in accordance with its
terms all the obligations which by the terms of the Credit Agreement are
required to be performed by it as a Lender including, if it is organized under
the laws of a jurisdiction outside the United States, its obligation pursuant
to subsection 2.17(e) of the Credit Agreement.


 


iv.            The effective date of this Assignment and
Acceptance shall be the Effective Date of Assignment described in Schedule 1
hereto (the “Effective Date”). 
Following the execution of this Assignment and Acceptance, it will be
delivered to the Administrative Agent for acceptance by it and recording by the
Administrative Agent pursuant to the Credit Agreement, effective as of the
Effective Date (which shall not, unless otherwise agreed to by the
Administrative Agent, be earlier than five Business Days after the date of such
acceptance and recording by the Administrative Agent).


 


v.             Upon such acceptance and recording, from
and after the Effective Date, the Administrative Agent shall make all payments
in respect of the Assigned Interest (including payments of principal, interest,
fees and other amounts) to the Assignor for amounts which have accrued to the
Effective Date and to the Assignee for amounts which have accrued subsequent to
the Effective Date.  The Assignor and
the Assignee shall make all appropriate adjustments in payments by the
Administrative Agent for periods prior to the Effective Date or with respect to
the making of this assignment directly between themselves.


 

















 


vi.            From and after the Effective Date, (a) the
Assignee shall be a party to the Credit Agreement and, to the extent provided
in this Assignment  and Acceptance, have
the rights and obligations of a Lender thereunder and shall be bound by the
provisions thereof; and (b) the Assignor shall, to the extent provided in this
Assignment and Acceptance, relinquish its rights and be released from its
obligations under the Credit Agreement.


 


vii.           This Assignment and Acceptance shall be
governed by and construed in accordance with the laws of the State of New York


 


IN WITNESS
WHEREOF, the parties hereto have caused this Assignment and Acceptance to be
executed as of the date first above written by their respective duly authorized
officers on Schedule 1 hereto.


 

















 


Schedule 1


to Assignment
and Acceptance


 


Name of
Assignor:  


 


Name of
Assignee:  


 


Effective Date
of Assignment:  


 


	
  Credit

  Facility Assigned

  	
   

  	
  Principal

  Amount Assigned

  	
   

  	
  Commitment
  Percentage Assigned(1)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  $

  	
   

  	
   

  	
  .                  

  	
   %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
							



 


	
  [Name of
  Assignee]

  	
  [Name of
  Assignor]

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Title:

  	
  Title

  
	
   

  	
   

  
	
   

  	
   

  
	
  Accepted:

  	
  Consented
  To:

  
	
   

  	
   

  
	
  JPMORGAN
  CHASE BANK,

  as Administrative Agent

  	
  WADDELL
  & REED FINANCIAL, INC.(2)

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Title:

  	
  Title:

  



 












(1)           Calculate
the Commitment Percentage that is
assigned to at least 15 decimal places and show as a percentage of the
aggregate commitments of all Lenders.


 


(2)           The
Borrower’s consent may not be required
pursuant to subsection 9.04 of the Credit Agreement.


 

















 


EXHIBIT B


 


Waddell & Reed Financial, Inc.

6300 Lamar Avenue

Overland Park, Kansas 66202


 


October
     , 2004


 


JPMorgan Chase Bank, as Administrative Agent under

the Credit Agreement, as hereinafter defined (the “Agent”)


 


and


 


The Lenders listed on Schedule I hereto which are parties 

to the Credit Agreement on the date hereof


 


Re:          Credit
Agreement dated as of October 8, 2004 (the “Credit Agreement”) among
Waddell & Reed Financial, Inc. (the “Company”), the lending
institutions identified in the Credit Agreement (the “Lenders”) and the
Agent


 


Ladies and
Gentlemen:


 


I am General Counsel of Waddell & Reed Financial, Inc. (the “Company”).  As General Counsel, I have been requested to
provide you my opinion as to certain matters in connection with  the preparation, execution and delivery of
the Credit Agreement and the promissory notes (the “Notes”) delivered to
the Lenders thereunder on the date hereof. 
Unless otherwise indicated, capitalized terms used but not defined
herein shall have the respective meanings set forth in the Credit
Agreement.  This opinion is furnished to
you pursuant to Section 4.01(b) of the Credit Agreement.


 


In connection with this opinion, I have examined the Credit Agreement,
signed by the Company and by the Agent and certain of the Lenders.  I also have examined the originals, or
duplicates or certified or conformed copies, of such records, agreements,
instruments and other documents and have made such other investigations as I
have deemed relevant and necessary in connection with the opinions expressed
herein.  As to questions of fact
material to this opinion, I have relied upon certificates of public officials
and of officers and representatives of the Company.  In addition, I have examined, and have relied as to matters of
fact upon, the representations made in the Credit Agreement.


 


In rendering the opinions set forth below, I have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to me as originals, the conformity to
original documents of all documents submitted to me as duplicates or certified
or conformed copies, and the authenticity of the originals of such latter
documents.


 


Based upon and subject to the foregoing, and subject to the
qualifications and limitations set forth herein, I am of the opinion that:


 

















 


1.             The Company (a) has
been duly incorporated and is validly existing and in good standing as a
corporation under the laws of the State of Delaware, (b) has the corporate
power and authority to execute and deliver the Credit Agreement and the Notes
and to borrow, and perform its obligations thereunder and (c) has duly
authorized, executed and delivered the Credit Agreement and the Notes.


 


2.             The execution and
delivery by the Company of the Credit Agreement and the Notes, its borrowings
in accordance with the terms of the Credit Agreement, and performance of its
payment obligations thereunder (a) will not result in any violation of (1) the
Amended and Restated Certificate of Incorporation or Amended and Restated
Bylaws of the Company, (2) assuming that proceeds of borrowings will be used in
accordance with the terms of the Credit Agreement, any Federal or Kansas
statute or the Delaware General Corporation Law or any rule or regulation
issued pursuant to any Kansas or Federal statute or the Delaware General
Corporation Law or any order  known to
us issued by any court or governmental agency or body and (b) will not breach
or result  in a default under or result
in the creation of any lien upon, or security interest in, the Company’s  properties pursuant to the terms of any
agreement or instrument.


 


3.             No consent, approval,
authorization, order, filing, registration or qualification of or with any
Federal or Kansas governmental agency or body or any Delaware governmental
agency or body acting pursuant to the Delaware General Corporation Law is
required for the execution and delivery by the Company of the Credit Agreement
and the Notes, the borrowings by the Company in accordance with the terms of
the Credit Agreement or the performance by the Company of its payment
obligations under the Credit Agreement and the Notes.


 


4.             Assuming that the
Credit Agreement is a valid and legally binding obligation of each of the
Lenders parties thereto, the Credit Agreement and the Notes constitutes the
valid and legally binding obligation of the Company, enforceable against the
Company in accordance with their respective terms.


 


5.             To our knowledge
there is no action, suit or proceeding before or by any court, arbitrator or
governmental agency, body or official, now pending, to which the Company is a
party or to which the business, assets or property of the Company is subject
and no such action, suit or proceeding is threatened to which the Company or
the business, assets or property of the Company would be subject that in either
case questions the validity of the Credit Agreement.


 


My opinion in paragraph 4 above is subject to (i) the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors’ rights generally, (ii)
general equitable principles (whether considered in a proceeding in equity or
at law) and (iii) an implied covenant of good faith and fair dealing.


 


My opinion is limited to applicable laws of the United States of
America and the applicable laws of the states thereof, as appropriate, and is
based on the facts in existence and the laws in effect on the date hereof.  In rendering this opinion, note that I am a
member of the bar of


 

















 


the States of
Kansas and Missouri only.  My opinion
with respect to the law of the State of Delaware is limited to the Delaware
General Corporation Law.


 


This opinion letter is being delivered to you and your successors and
assigns solely for your use in connection with the Credit Agreement and is not
to be relied on, quoted or used, in whole or in part, by any other party or for
any other purpose or transaction except with my prior written consent.  The opinions contained herein are as of the
date of this letter, and no obligation or responsibility is undertaken to
update or supplement this opinion in response to or to make you aware of any
subsequent changes in events or information affecting opinions contained
herein.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Daniel C. Schulte

  
	
   

  	
  General Counsel

  



 

















 


SCHEDULE I


 


Lenders


 


JPMorgan Chase Bank


Bank of America, N.A.


UMB Bank, NA


Bank Midwest, N.A.


The Bank of New York


Merrill Lynch Bank USA


Morgan Stanley Bank


The Royal Bank of Scotland PLC


The Bank of Nova Scotia


 

















 


EXHIBIT
C-1


 


W A D D E L
L  &  R E E D, I N C.  M U T U A
L  F U N D  M A N A G E M E N T  F E E
S
2004 Actual ($000)


 


 


	
  Management Fees

  	
   

  	
  Jan

  	
   

  	
  Feb

  	
   

  	
  Mar

  	
   

  	
  Apr

  	
   

  	
  May

  	
   

  	
  Jun

  	
   

  	
  Jul

  	
   

  	
  Aug

  	
   

  	
  Sep

  	
   

  	
  Oct

  	
   

  	
  Nov

  	
   

  	
  Dec

  	
   

  	
  Y-T-D

  	
   

  	
  % of

  Total

  	
   

  	
  Variance

  From

  L-Y

  	
   

  	
  % Inc

  (Dec)

  2003

  Actual

  	
   

  	
  Total

  Year

  2003

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  W&R ADVISORS FUNDS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Con’t Income

  	
   

  	
  305

  	
   

  	
  288

  	
   

  	
  304

  	
   

  	
  295

  	
   

  	
  296

  	
   

  	
  293

  	
   

  	
  300

  	
   

  	
  294

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2,375

  	
   

  	
  1.8

  	
   

  	
  311

  	
   

  	
  15.1

  	
   

  	
  3,197

  	
   

  
	
  Retirement Shares

  	
   

  	
  453

  	
   

  	
  421

  	
   

  	
  439

  	
   

  	
  429

  	
   

  	
  419

  	
   

  	
  394

  	
   

  	
  393

  	
   

  	
  375

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  3,323

  	
   

  	
  2.6

  	
   

  	
  315

  	
   

  	
  10.5

  	
   

  	
  4,679

  	
   

  
	
  Asset Strategy

  	
   

  	
  328

  	
   

  	
  307

  	
   

  	
  330

  	
   

  	
  324

  	
   

  	
  318

  	
   

  	
  315

  	
   

  	
  326

  	
   

  	
  324

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2,572

  	
   

  	
  2.0

  	
   

  	
  332

  	
   

  	
  14.8

  	
   

  	
  3,474

  	
   

  
	
  Dividend Income

  	
   

  	
  57

  	
   

  	
  60

  	
   

  	
  69

  	
   

  	
  72

  	
   

  	
  78

  	
   

  	
  85

  	
   

  	
  95

  	
   

  	
  98

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  614

  	
   

  	
  0.5

  	
   

  	
  607

  	
   

  	
  8671.4

  	
   

  	
  152

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Growth/Income Funds

  	
   

  	
  $

  	
  1,143

  	
   

  	
  $

  	
  1,076

  	
   

  	
  $

  	
  1,142

  	
   

  	
  $

  	
  1,120

  	
   

  	
  $

  	
  1,111

  	
   

  	
  $

  	
  1,087

  	
   

  	
  $

  	
  1,114

  	
   

  	
  $

  	
  1,091

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  8,884

  	
   

  	
  6.9

  	
  %

  	
  $

  	
  1,565

  	
   

  	
  21.4

  	
  %

  	
  $

  	
  11,502

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Accumulative

  	
   

  	
  1,211

  	
   

  	
  1,139

  	
   

  	
  1,193

  	
   

  	
  1,153

  	
   

  	
  1,146

  	
   

  	
  1,128

  	
   

  	
  1,142

  	
   

  	
  1,097

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  9,209

  	
   

  	
  7.1

  	
   

  	
  842

  	
   

  	
  10.1

  	
   

  	
  12,969

  	
   

  
	
  Science & Technology

  	
   

  	
  1,575

  	
   

  	
  1,478

  	
   

  	
  1,521

  	
   

  	
  1,511

  	
   

  	
  1,467

  	
   

  	
  1,459

  	
   

  	
  1,445

  	
   

  	
  1,369

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  11,825

  	
   

  	
  9.1

  	
   

  	
  2,214

  	
   

  	
  23.0

  	
   

  	
  15,185

  	
   

  
	
  Int’l Growth

  	
   

  	
  592

  	
   

  	
  561

  	
   

  	
  582

  	
   

  	
  564

  	
   

  	
  546

  	
   

  	
  537

  	
   

  	
  540

  	
   

  	
  510

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  4,432

  	
   

  	
  3.4

  	
   

  	
  621

  	
   

  	
  16.3

  	
   

  	
  5,921

  	
   

  
	
  Tax-Managed Equity

  	
   

  	
  30

  	
   

  	
  29

  	
   

  	
  31

  	
   

  	
  31

  	
   

  	
  31

  	
   

  	
  31

  	
   

  	
  32

  	
   

  	
  31

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  246

  	
   

  	
  0.2

  	
   

  	
  86

  	
   

  	
  53.8

  	
   

  	
  261

  	
   

  
	
  Value

  	
   

  	
  257

  	
   

  	
  259

  	
   

  	
  279

  	
   

  	
  277

  	
   

  	
  278

  	
   

  	
  279

  	
   

  	
  288

  	
   

  	
  287

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2,204

  	
   

  	
  1.7

  	
   

  	
  688

  	
   

  	
  45.4

  	
   

  	
  2,405

  	
   

  
	
  Vanguard

  	
   

  	
  1,154

  	
   

  	
  1,073

  	
   

  	
  1,123

  	
   

  	
  1,099

  	
   

  	
  1,078

  	
   

  	
  1,043

  	
   

  	
  1,021

  	
   

  	
  964

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  8,555

  	
   

  	
  6.6

  	
   

  	
  1,913

  	
   

  	
  28.8

  	
   

  	
  10,753

  	
   

  
	
  New Concepts

  	
   

  	
  815

  	
   

  	
  762

  	
   

  	
  822

  	
   

  	
  828

  	
   

  	
  831

  	
   

  	
  836

  	
   

  	
  837

  	
   

  	
  799

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  6,530

  	
   

  	
  5.0

  	
   

  	
  1,482

  	
   

  	
  29.4

  	
   

  	
  8,021

  	
   

  
	
  Small Cap

  	
   

  	
  657

  	
   

  	
  608

  	
   

  	
  639

  	
   

  	
  630

  	
   

  	
  620

  	
   

  	
  619

  	
   

  	
  609

  	
   

  	
  573

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  4,955

  	
   

  	
  3.8

  	
   

  	
  1,365

  	
   

  	
  38.0

  	
   

  	
  5,911

  	
   

  
	
  Core Investment

  	
   

  	
  2,416

  	
   

  	
  2,233

  	
   

  	
  2,310

  	
   

  	
  2,245

  	
   

  	
  2,244

  	
   

  	
  2,192

  	
   

  	
  2,212

  	
   

  	
  2,158

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  18,010

  	
   

  	
  13.9

  	
   

  	
  -229

  	
   

  	
  -1.3

  	
   

  	
  27,506

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Equity Funds

  	
   

  	
  $

  	
  8,707

  	
   

  	
  $

  	
  8,142

  	
   

  	
  $

  	
  8,500

  	
   

  	
  $

  	
  8,338

  	
   

  	
  $

  	
  8,241

  	
   

  	
  $

  	
  8,124

  	
   

  	
  $

  	
  8,126

  	
   

  	
  $

  	
  7,788

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  65,966

  	
   

  	
  51.0

  	
  %

  	
  $

  	
  8,982

  	
   

  	
  15.8

  	
  %

  	
  $

  	
  88,932

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bond

  	
   

  	
  346

  	
   

  	
  320

  	
   

  	
  341

  	
   

  	
  321

  	
   

  	
  322

  	
   

  	
  307

  	
   

  	
  317

  	
   

  	
  315

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2,589

  	
   

  	
  2.0

  	
   

  	
  -615

  	
   

  	
  -19.2

  	
   

  	
  4,615

  	
   

  
	
  Municipal Bond

  	
   

  	
  317

  	
   

  	
  295

  	
   

  	
  314

  	
   

  	
  293

  	
   

  	
  292

  	
   

  	
  280

  	
   

  	
  290

  	
   

  	
  291

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2,372

  	
   

  	
  1.8

  	
   

  	
  -301

  	
   

  	
  -11.3

  	
   

  	
  3,940

  	
   

  
	
  High Income

  	
   

  	
  500

  	
   

  	
  450

  	
   

  	
  489

  	
   

  	
  473

  	
   

  	
  469

  	
   

  	
  461

  	
   

  	
  480

  	
   

  	
  480

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  3,802

  	
   

  	
  2.9

  	
   

  	
  326

  	
   

  	
  9.4

  	
   

  	
  5,359

  	
   

  
	
  Global Bond

  	
   

  	
  133

  	
   

  	
  128

  	
   

  	
  138

  	
   

  	
  132

  	
   

  	
  133

  	
   

  	
  128

  	
   

  	
  133

  	
   

  	
  138

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1,063

  	
   

  	
  0.8

  	
   

  	
  42

  	
   

  	
  4.1

  	
   

  	
  1,537

  	
   

  
	
  Gov’t Securities

  	
   

  	
  131

  	
   

  	
  118

  	
   

  	
  124

  	
   

  	
  116

  	
   

  	
  115

  	
   

  	
  108

  	
   

  	
  111

  	
   

  	
  109

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  932

  	
   

  	
  0.7

  	
   

  	
  -484

  	
   

  	
  -34.2

  	
   

  	
  1,972

  	
   

  
	
  Municipal High Income

  	
   

  	
  184

  	
   

  	
  172

  	
   

  	
  185

  	
   

  	
  175

  	
   

  	
  175

  	
   

  	
  168

  	
   

  	
  175

  	
   

  	
  176

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1,410

  	
   

  	
  1.1

  	
   

  	
  -110

  	
   

  	
  -7.2

  	
   

  	
  2,250

  	
   

  
	
  Limited Term Bond

  	
   

  	
  63

  	
   

  	
  54

  	
   

  	
  57

  	
   

  	
  55

  	
   

  	
  56

  	
   

  	
  57

  	
   

  	
  61

  	
   

  	
  74

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  477

  	
   

  	
  0.4

  	
   

  	
  133

  	
   

  	
  38.7

  	
   

  	
  581

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fixed Funds

  	
   

  	
  $

  	
  1,674

  	
   

  	
  $

  	
  1,537

  	
   

  	
  $

  	
  1,648

  	
   

  	
  $

  	
  1,565

  	
   

  	
  $

  	
  1,562

  	
   

  	
  $

  	
  1,509

  	
   

  	
  $

  	
  1,567

  	
   

  	
  $

  	
  1,583

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  12,645

  	
   

  	
  9.8

  	
  %

  	
  $

  	
  -1,009

  	
   

  	
  -7.4

  	
  %

  	
  $

  	
  20,254

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL LONG-TERM FUNDS

  	
   

  	
  $

  	
  11,524

  	
   

  	
  $

  	
  10,755

  	
   

  	
  $

  	
  11,290

  	
   

  	
  $

  	
  11,023

  	
   

  	
  $

  	
  10,914

  	
   

  	
  $

  	
  10,720

  	
   

  	
  $

  	
  10,807

  	
   

  	
  $

  	
  10,462

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  87,495

  	
   

  	
  67.6

  	
  %

  	
  9,538

  	
   

  	
  12.2

  	
  %

  	
  $

  	
  120,688

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cash Management

  	
   

  	
  257

  	
   

  	
  241

  	
   

  	
  236

  	
   

  	
  220

  	
   

  	
  236

  	
   

  	
  233

  	
   

  	
  243

  	
   

  	
  244

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1,910

  	
   

  	
  1.5

  	
   

  	
  -773

  	
   

  	
  -28.8

  	
   

  	
  3,798

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL W&R ADVISORS
  FUNDS

  	
   

  	
  $

  	
  11,781

  	
   

  	
  $

  	
  10,996

  	
   

  	
  $

  	
  11,526

  	
   

  	
  $

  	
  11,243

  	
   

  	
  $

  	
  11,150

  	
   

  	
  $

  	
  10,953

  	
   

  	
  $

  	
  11,050

  	
   

  	
  $

  	
  10,706

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  89,405

  	
   

  	
  69.1

  	
  %

  	
  $

  	
  8,765

  	
   

  	
  10.9

  	
  %

  	
  $

  	
  124,486

  	
   

  
																																																



 

















 


	
  IVY FUNDS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Asset Strategy

  	
   

  	
  42

  	
   

  	
  40

  	
   

  	
  43

  	
   

  	
  43

  	
   

  	
  42

  	
   

  	
  42

  	
   

  	
  44

  	
   

  	
  44

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  340

  	
   

  	
  0.3

  	
   

  	
  35

  	
   

  	
  11.5

  	
   

  	
  461

  	
   

  
	
  Dividend Income

  	
   

  	
  5

  	
   

  	
  6

  	
   

  	
  7

  	
   

  	
  15

  	
   

  	
  16

  	
   

  	
  16

  	
   

  	
  17

  	
   

  	
  18

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  100

  	
   

  	
  0.1

  	
   

  	
  100

  	
   

  	
  N/A

  	
   

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Growth/Income Funds

  	
   

  	
  $

  	
  47

  	
   

  	
  $

  	
  46

  	
   

  	
  $

  	
  50

  	
   

  	
  $

  	
  58

  	
   

  	
  $

  	
  58

  	
   

  	
  $

  	
  58

  	
   

  	
  $

  	
  61

  	
   

  	
  $

  	
  62

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  440

  	
   

  	
  0.3

  	
  %

  	
  $

  	
  135

  	
   

  	
  44.3

  	
  %

  	
  $

  	
  461

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Core Equity

  	
   

  	
  183

  	
   

  	
  169

  	
   

  	
  173

  	
   

  	
  167

  	
   

  	
  162

  	
   

  	
  159

  	
   

  	
  159

  	
   

  	
  154

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1,326

  	
   

  	
  1.0

  	
   

  	
  69

  	
   

  	
  5.5

  	
   

  	
  1,898

  	
   

  
	
  Small Cap

  	
   

  	
  427

  	
   

  	
  392

  	
   

  	
  406

  	
   

  	
  397

  	
   

  	
  389

  	
   

  	
  387

  	
   

  	
  368

  	
   

  	
  337

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  3,103

  	
   

  	
  2.4

  	
   

  	
  963

  	
   

  	
  45.0

  	
   

  	
  3,556

  	
   

  
	
  Int’l Growth

  	
   

  	
  56

  	
   

  	
  52

  	
   

  	
  54

  	
   

  	
  52

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  47

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  411

  	
   

  	
  0.3

  	
   

  	
  -14

  	
   

  	
  -3.3

  	
   

  	
  635

  	
   

  
	
  Science & Technology

  	
   

  	
  106

  	
   

  	
  101

  	
   

  	
  104

  	
   

  	
  105

  	
   

  	
  103

  	
   

  	
  103

  	
   

  	
  104

  	
   

  	
  99

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  825

  	
   

  	
  0.6

  	
   

  	
  214

  	
   

  	
  35.0

  	
   

  	
  977

  	
   

  
	
  Large Cap Growth

  	
   

  	
  89

  	
   

  	
  84

  	
   

  	
  88

  	
   

  	
  88

  	
   

  	
  88

  	
   

  	
  87

  	
   

  	
  86

  	
   

  	
  80

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  690

  	
   

  	
  0.5

  	
   

  	
  563

  	
   

  	
  443.3

  	
   

  	
  334

  	
   

  
	
  Mid Cap Growth

  	
   

  	
  50

  	
   

  	
  48

  	
   

  	
  51

  	
   

  	
  52

  	
   

  	
  53

  	
   

  	
  54

  	
   

  	
  55

  	
   

  	
  53

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  416

  	
   

  	
  0.3

  	
   

  	
  206

  	
   

  	
  98.1

  	
   

  	
  388

  	
   

  
	
  Tax Managed Equity

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  0.0

  	
   

  	
  0

  	
   

  	
  N/A

  	
   

  	
  0

  	
   

  
	
  Pacific Opportunities

  	
   

  	
  25

  	
   

  	
  27

  	
   

  	
  32

  	
   

  	
  33

  	
   

  	
  33

  	
   

  	
  33

  	
   

  	
  35

  	
   

  	
  36

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  254

  	
   

  	
  0.2

  	
   

  	
  171

  	
   

  	
  206.0

  	
   

  	
  147

  	
   

  
	
  Global Natural Resources

  	
   

  	
  74

  	
   

  	
  85

  	
   

  	
  111

  	
   

  	
  127

  	
   

  	
  137

  	
   

  	
  148

  	
   

  	
  174

  	
   

  	
  194

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1,050

  	
   

  	
  0.8

  	
   

  	
  928

  	
   

  	
  760.7

  	
   

  	
  274

  	
   

  
	
  International Value

  	
   

  	
  37

  	
   

  	
  34

  	
   

  	
  35

  	
   

  	
  34

  	
   

  	
  33

  	
   

  	
  32

  	
   

  	
  32

  	
   

  	
  31

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  268

  	
   

  	
  0.2

  	
   

  	
  -12

  	
   

  	
  -4.3

  	
   

  	
  416

  	
   

  
	
  European Opportunities

  	
   

  	
  90

  	
   

  	
  112

  	
   

  	
  132

  	
   

  	
  122

  	
   

  	
  110

  	
   

  	
  101

  	
   

  	
  109

  	
   

  	
  107

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  883

  	
   

  	
  0.7

  	
   

  	
  449

  	
   

  	
  103.5

  	
   

  	
  703

  	
   

  
	
  Cundill Global Value

  	
   

  	
  50

  	
   

  	
  58

  	
   

  	
  75

  	
   

  	
  91

  	
   

  	
  106

  	
   

  	
  121

  	
   

  	
  145

  	
   

  	
  169

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  815

  	
   

  	
  0.6

  	
   

  	
  758

  	
   

  	
  1329.8

  	
   

  	
  166

  	
   

  
	
  International

  	
   

  	
  167

  	
   

  	
  153

  	
   

  	
  158

  	
   

  	
  152

  	
   

  	
  144

  	
   

  	
  141

  	
   

  	
  139

  	
   

  	
  130

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1,184

  	
   

  	
  0.9

  	
   

  	
  -120

  	
   

  	
  -9.2

  	
   

  	
  1,935

  	
   

  
	
  Balanced

  	
   

  	
  94

  	
   

  	
  16

  	
   

  	
  63

  	
   

  	
  60

  	
   

  	
  60

  	
   

  	
  59

  	
   

  	
  59

  	
   

  	
  58

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  469

  	
   

  	
  0.4

  	
   

  	
  469

  	
   

  	
  N/A

  	
   

  	
  57

  	
   

  
	
  International Balanced

  	
   

  	
  48

  	
   

  	
  8

  	
   

  	
  35

  	
   

  	
  35

  	
   

  	
  36

  	
   

  	
  36

  	
   

  	
  38

  	
   

  	
  39

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  275

  	
   

  	
  0.2

  	
   

  	
  275

  	
   

  	
  N/A

  	
   

  	
  36

  	
   

  
	
  Real Estate Securities

  	
   

  	
  79

  	
   

  	
  63

  	
   

  	
  97

  	
   

  	
  97

  	
   

  	
  99

  	
   

  	
  105

  	
   

  	
  116

  	
   

  	
  125

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  781

  	
   

  	
  0.6

  	
   

  	
  781

  	
   

  	
  N/A

  	
   

  	
  57

  	
   

  
	
  Small Cap Value

  	
   

  	
  71

  	
   

  	
  40

  	
   

  	
  65

  	
   

  	
  69

  	
   

  	
  70

  	
   

  	
  72

  	
   

  	
  76

  	
   

  	
  75

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  538

  	
   

  	
  0.4

  	
   

  	
  538

  	
   

  	
  N/A

  	
   

  	
  50

  	
   

  
	
  Value

  	
   

  	
  62

  	
   

  	
  10

  	
   

  	
  45

  	
   

  	
  45

  	
   

  	
  46

  	
   

  	
  46

  	
   

  	
  47

  	
   

  	
  48

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  349

  	
   

  	
  0.3

  	
   

  	
  349

  	
   

  	
  N/A

  	
   

  	
  46

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Equity Funds

  	
   

  	
  $

  	
  1,708

  	
   

  	
  $

  	
  1,452

  	
   

  	
  $

  	
  1,724

  	
   

  	
  $

  	
  1,726

  	
   

  	
  $

  	
  1,719

  	
   

  	
  $

  	
  1,734

  	
   

  	
  $

  	
  1,792

  	
   

  	
  $

  	
  1,782

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  13,637

  	
   

  	
  10.5

  	
  %

  	
  $

  	
  6,587

  	
   

  	
  93.4

  	
  %

  	
  $

  	
  11,675

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Municipal Bond

  	
   

  	
  12

  	
   

  	
  11

  	
   

  	
  12

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  5

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  40

  	
   

  	
  0.0

  	
   

  	
  -57

  	
   

  	
  -58.8

  	
   

  	
  142

  	
   

  
	
  Limited-Term Bond

  	
   

  	
  29

  	
   

  	
  26

  	
   

  	
  27

  	
   

  	
  26

  	
   

  	
  27

  	
   

  	
  26

  	
   

  	
  27

  	
   

  	
  27

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  215

  	
   

  	
  0.2

  	
   

  	
  -37

  	
   

  	
  -14.7

  	
   

  	
  372

  	
   

  
	
  High Income

  	
   

  	
  27

  	
   

  	
  26

  	
   

  	
  28

  	
   

  	
  28

  	
   

  	
  28

  	
   

  	
  28

  	
   

  	
  29

  	
   

  	
  30

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  224

  	
   

  	
  0.2

  	
   

  	
  104

  	
   

  	
  86.7

  	
   

  	
  215

  	
   

  
	
  Bond

  	
   

  	
  19

  	
   

  	
  -7

  	
   

  	
  10

  	
   

  	
  10

  	
   

  	
  10

  	
   

  	
  9

  	
   

  	
  10

  	
   

  	
  10

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  71

  	
   

  	
  0.1

  	
   

  	
  71

  	
   

  	
  N/A

  	
   

  	
  15

  	
   

  
	
  Mortgage Securities

  	
   

  	
  115

  	
   

  	
  -48

  	
   

  	
  59

  	
   

  	
  57

  	
   

  	
  60

  	
   

  	
  59

  	
   

  	
  63

  	
   

  	
  65

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  430

  	
   

  	
  0.3

  	
   

  	
  430

  	
   

  	
  N/A

  	
   

  	
  90

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fixed Funds

  	
   

  	
  $

  	
  202

  	
   

  	
  $

  	
  8

  	
   

  	
  $

  	
  136

  	
   

  	
  $

  	
  121

  	
   

  	
  $

  	
  125

  	
   

  	
  $

  	
  122

  	
   

  	
  $

  	
  129

  	
   

  	
  $

  	
  137

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  980

  	
   

  	
  0.8

  	
  %

  	
  $

  	
  511

  	
   

  	
  109.0

  	
  %

  	
  $

  	
  834

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cash Reserves

  	
   

  	
  3

  	
   

  	
  3

  	
   

  	
  3

  	
   

  	
  3

  	
   

  	
  3

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  21

  	
   

  	
  0.0

  	
   

  	
  -25

  	
   

  	
  -54.3

  	
   

  	
  60

  	
   

  
	
  Money Market

  	
   

  	
  18

  	
   

  	
  16

  	
   

  	
  18

  	
   

  	
  17

  	
   

  	
  18

  	
   

  	
  17

  	
   

  	
  17

  	
   

  	
  17

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  138

  	
   

  	
  0.1

  	
   

  	
  138

  	
   

  	
  N/A

  	
   

  	
  14

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL IVY FUNDS

  	
   

  	
  $

  	
  1,978

  	
   

  	
  $

  	
  1,525

  	
   

  	
  $

  	
  1,931

  	
   

  	
  $

  	
  1,925

  	
   

  	
  $

  	
  1,923

  	
   

  	
  $

  	
  1,933

  	
   

  	
  $

  	
  2,001

  	
   

  	
  $

  	
  2,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  15,216

  	
   

  	
  11.8

  	
  %

  	
  $

  	
  7,346

  	
   

  	
  93.3

  	
  %

  	
  $

  	
  13,044

  	
   

  



 


2

















 


	
  W&R TARGET FUNDS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Core Equity

  	
   

  	
  439

  	
   

  	
  406

  	
   

  	
  424

  	
   

  	
  417

  	
   

  	
  418

  	
   

  	
  411

  	
   

  	
  416

  	
   

  	
  407

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  3,338

  	
   

  	
  2.6

  	
   

  	
  347

  	
   

  	
  11.6

  	
   

  	
  4,620

  	
   

  
	
  Growth

  	
   

  	
  766

  	
   

  	
  717

  	
   

  	
  750

  	
   

  	
  735

  	
   

  	
  724

  	
   

  	
  711

  	
   

  	
  709

  	
   

  	
  681

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  5,793

  	
   

  	
  4.5

  	
   

  	
  2,394

  	
   

  	
  70.4

  	
   

  	
  6,081

  	
   

  
	
  Bond

  	
   

  	
  105

  	
   

  	
  97

  	
   

  	
  103

  	
   

  	
  98

  	
   

  	
  98

  	
   

  	
  94

  	
   

  	
  97

  	
   

  	
  98

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  790

  	
   

  	
  0.6

  	
   

  	
  -116

  	
   

  	
  -12.8

  	
   

  	
  1,326

  	
   

  
	
  High Income

  	
   

  	
  91

  	
   

  	
  80

  	
   

  	
  90

  	
   

  	
  88

  	
   

  	
  89

  	
   

  	
  87

  	
   

  	
  91

  	
   

  	
  91

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  707

  	
   

  	
  0.5

  	
   

  	
  129

  	
   

  	
  22.3

  	
   

  	
  905

  	
   

  
	
  Money Market

  	
   

  	
  21

  	
   

  	
  19

  	
   

  	
  17

  	
   

  	
  15

  	
   

  	
  17

  	
   

  	
  19

  	
   

  	
  20

  	
   

  	
  20

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  148

  	
   

  	
  0.1

  	
   

  	
  -113

  	
   

  	
  -43.3

  	
   

  	
  357

  	
   

  
	
  International

  	
   

  	
  127

  	
   

  	
  120

  	
   

  	
  125

  	
   

  	
  124

  	
   

  	
  122

  	
   

  	
  121

  	
   

  	
  123

  	
   

  	
  118

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  980

  	
   

  	
  0.8

  	
   

  	
  231

  	
   

  	
  30.8

  	
   

  	
  1,186

  	
   

  
	
  Small Cap

  	
   

  	
  410

  	
   

  	
  384

  	
   

  	
  409

  	
   

  	
  402

  	
   

  	
  395

  	
   

  	
  394

  	
   

  	
  387

  	
   

  	
  366

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  3,147

  	
   

  	
  2.4

  	
   

  	
  1,512

  	
   

  	
  92.5

  	
   

  	
  3,018

  	
   

  
	
  Balanced

  	
   

  	
  369

  	
   

  	
  346

  	
   

  	
  364

  	
   

  	
  353

  	
   

  	
  354

  	
   

  	
  349

  	
   

  	
  356

  	
   

  	
  349

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2,840

  	
   

  	
  2.2

  	
   

  	
  2,028

  	
   

  	
  249.8

  	
   

  	
  2,036

  	
   

  
	
  Limited Term

  	
   

  	
  31

  	
   

  	
  29

  	
   

  	
  31

  	
   

  	
  30

  	
   

  	
  31

  	
   

  	
  30

  	
   

  	
  31

  	
   

  	
  34

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  247

  	
   

  	
  0.2

  	
   

  	
  20

  	
   

  	
  8.8

  	
   

  	
  350

  	
   

  
	
  Asset Strategy

  	
   

  	
  137

  	
   

  	
  129

  	
   

  	
  140

  	
   

  	
  138

  	
   

  	
  136

  	
   

  	
  136

  	
   

  	
  142

  	
   

  	
  142

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1,100

  	
   

  	
  0.9

  	
   

  	
  228

  	
   

  	
  26.1

  	
   

  	
  1,371

  	
   

  
	
  Science & Technology

  	
   

  	
  206

  	
   

  	
  196

  	
   

  	
  204

  	
   

  	
  205

  	
   

  	
  199

  	
   

  	
  199

  	
   

  	
  199

  	
   

  	
  190

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1,598

  	
   

  	
  1.2

  	
   

  	
  459

  	
   

  	
  40.3

  	
   

  	
  1,843

  	
   

  
	
  Value

  	
   

  	
  163

  	
   

  	
  157

  	
   

  	
  168

  	
   

  	
  166

  	
   

  	
  169

  	
   

  	
  169

  	
   

  	
  173

  	
   

  	
  172

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1,337

  	
   

  	
  1.0

  	
   

  	
  949

  	
   

  	
  244.6

  	
   

  	
  894

  	
   

  
	
  Dividend Income

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  0.0

  	
   

  	
  0

  	
   

  	
  N/A

  	
   

  	
  0

  	
   

  
	
  Real Estate Securities

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  0.0

  	
   

  	
  0

  	
   

  	
  N/A

  	
   

  	
  0

  	
   

  
	
  Mortgage Securities

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  0.0

  	
   

  	
  0

  	
   

  	
  N/A

  	
   

  	
  0

  	
   

  
	
  Small Cap Value

  	
   

  	
  72

  	
   

  	
  67

  	
   

  	
  72

  	
   

  	
  72

  	
   

  	
  70

  	
   

  	
  71

  	
   

  	
  74

  	
   

  	
  71

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  569

  	
   

  	
  0.4

  	
   

  	
  569

  	
   

  	
  N/A

  	
   

  	
  205

  	
   

  
	
  Microcap Growth

  	
   

  	
  35

  	
   

  	
  32

  	
   

  	
  34

  	
   

  	
  34

  	
   

  	
  32

  	
   

  	
  31

  	
   

  	
  31

  	
   

  	
  29

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  258

  	
   

  	
  0.2

  	
   

  	
  258

  	
   

  	
  N/A

  	
   

  	
  103

  	
   

  
	
  International II

  	
   

  	
  241

  	
   

  	
  231

  	
   

  	
  241

  	
   

  	
  236

  	
   

  	
  233

  	
   

  	
  234

  	
   

  	
  242

  	
   

  	
  238

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1,896

  	
   

  	
  1.5

  	
   

  	
  1,896

  	
   

  	
  N/A

  	
   

  	
  708

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL W&R TARGET FUNDS

  	
   

  	
  $

  	
  3,213

  	
   

  	
  $

  	
  3,010

  	
   

  	
  $

  	
  3,172

  	
   

  	
  $

  	
  3,113

  	
   

  	
  $

  	
  3,087

  	
   

  	
  $

  	
  3,056

  	
   

  	
  $

  	
  3,091

  	
   

  	
  $

  	
  3,006

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  24,748

  	
   

  	
  19.1

  	
  %

  	
  $

  	
  10,791

  	
   

  	
  77.3

  	
  %

  	
  $

  	
  25,003

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INVESTED FUNDS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Growth

  	
   

  	
  3

  	
   

  	
  3

  	
   

  	
  3

  	
   

  	
  3

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  12

  	
   

  	
  0.0

  	
   

  	
  -11

  	
   

  	
  -47.8

  	
   

  	
  32

  	
   

  
	
  Balanced

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  8

  	
   

  	
  0.0

  	
   

  	
  -11

  	
   

  	
  -57.9

  	
   

  	
  27

  	
   

  
	
  Conservative

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  0.0

  	
   

  	
  0

  	
   

  	
  0.0

  	
   

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL INVESTED FUNDS

  	
   

  	
  $

  	
  5

  	
   

  	
  $

  	
  5

  	
   

  	
  $

  	
  5

  	
   

  	
  $

  	
  5

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  20

  	
   

  	
  0.0

  	
  %

  	
  $

  	
  -22

  	
   

  	
  -52.4

  	
  %

  	
  $

  	
  59

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GRAND TOTAL MGMT. FEES

  	
   

  	
  $

  	
  16,977

  	
   

  	
  $

  	
  15,536

  	
   

  	
  $

  	
  16,634

  	
   

  	
  $

  	
  16,286

  	
   

  	
  $

  	
  16,160

  	
   

  	
  $

  	
  15,942

  	
   

  	
  $

  	
  16,142

  	
   

  	
  $

  	
  15,712

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  129,389

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  26,880

  	
   

  	
  26.2

  	
  %

  	
  $

  	
  162,592

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DAILY AVERAGE

  	
   

  	
  547.6

  	
   

  	
  535.7

  	
   

  	
  536.6

  	
   

  	
  542.9

  	
   

  	
  521.3

  	
   

  	
  531.4

  	
   

  	
  520.7

  	
   

  	
  506.8

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  470.5

  	
   

  	
   

  	
   

  	
  48.7

  	
   

  	
  11.5

  	
  %

  	
  445.5

  	
   

  



 


3

















 


Change in Mutual Fund Assets Under Management


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  August 2004

  Month to Date

  	
   

  	
   

  	
   

  
	
  (Millions)

  	
   

  	
  Net Assets

  at 7-31-04

  	
   

  	
  Shareholder Transactions

  	
   

  	
  Net Invest

  Income

  	
   

  	
  Dividends

  Paid

  	
   

  	
  Valuation

  Change

  	
   

  	
  Net Assets

  at 8-31-04

  	
   

  
	
  Sales

  	
   

  	
  Redempt.

  	
   

  	
  Net Exch.

  	
   

  	
  Div. Reinv.

  	
   

  	
  Total

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Core Investment

  	
   

  	
  4,147.5

  	
   

  	
  11.4

  	
   

  	
  -47.1

  	
   

  	
  -20.9

  	
   

  	
  0.0

  	
   

  	
  -56.6

  	
   

  	
  3.6

  	
   

  	
  0.0

  	
   

  	
  6.2

  	
   

  	
  4,100.7

  	
   

  
	
  Cont Income

  	
   

  	
  501.1

  	
   

  	
  3.2

  	
   

  	
  -4.1

  	
   

  	
  -0.2

  	
   

  	
  0.0

  	
   

  	
  -1.1

  	
   

  	
  0.6

  	
   

  	
  0.0

  	
   

  	
  -0.1

  	
   

  	
  500.5

  	
   

  
	
  Retire Shares

  	
   

  	
  655.2

  	
   

  	
  1.7

  	
   

  	
  -6.5

  	
   

  	
  -4.9

  	
   

  	
  0.0

  	
   

  	
  -9.7

  	
   

  	
  -0.1

  	
   

  	
  0.0

  	
   

  	
  -13.6

  	
   

  	
  631.8

  	
   

  
	
  Asset Strategy

  	
   

  	
  546.1

  	
   

  	
  5.6

  	
   

  	
  -5.5

  	
   

  	
  -0.8

  	
   

  	
  0.0

  	
   

  	
  -0.7

  	
   

  	
  0.6

  	
   

  	
  0.0

  	
   

  	
  8.8

  	
   

  	
  554.8

  	
   

  
	
  Dividend Income

  	
   

  	
  163.9

  	
   

  	
  3.6

  	
   

  	
  -1.1

  	
   

  	
  4.6

  	
   

  	
  0.0

  	
   

  	
  7.1

  	
   

  	
  0.1

  	
   

  	
  0.0

  	
   

  	
  0.5

  	
   

  	
  171.6

  	
   

  
	
  Accumulative

  	
   

  	
  1,964.0

  	
   

  	
  6.6

  	
   

  	
  -16.5

  	
   

  	
  -10.9

  	
   

  	
  0.0

  	
   

  	
  -20.8

  	
   

  	
  1.7

  	
   

  	
  0.0

  	
   

  	
  -13.4

  	
   

  	
  1,931.5

  	
   

  
	
  Science & Technology

  	
   

  	
  1,987.2

  	
   

  	
  7.7

  	
   

  	
  -15.9

  	
   

  	
  -5.6

  	
   

  	
  0.0

  	
   

  	
  -13.8

  	
   

  	
  -1.2

  	
   

  	
  0.0

  	
   

  	
  -29.8

  	
   

  	
  1,942.4

  	
   

  
	
  International Growth

  	
   

  	
  729.4

  	
   

  	
  1.5

  	
   

  	
  -6.6

  	
   

  	
  -10.5

  	
   

  	
  0.0

  	
   

  	
  -15.6

  	
   

  	
  -0.4

  	
   

  	
  0.0

  	
   

  	
  -9.7

  	
   

  	
  703.7

  	
   

  
	
  Vanguard

  	
   

  	
  1,715.1

  	
   

  	
  8.9

  	
   

  	
  -15.3

  	
   

  	
  -14.1

  	
   

  	
  0.0

  	
   

  	
  -20.5

  	
   

  	
  -0.3

  	
   

  	
  0.0

  	
   

  	
  -12.5

  	
   

  	
  1,681.8

  	
   

  
	
  New Concepts

  	
   

  	
  1,140.7

  	
   

  	
  6.5

  	
   

  	
  -11.0

  	
   

  	
  0.1

  	
   

  	
  0.0

  	
   

  	
  -4.4

  	
   

  	
  -0.9

  	
   

  	
  0.0

  	
   

  	
  -6.5

  	
   

  	
  1,128.9

  	
   

  
	
  Small Cap

  	
   

  	
  823.1

  	
   

  	
  5.2

  	
   

  	
  -6.9

  	
   

  	
  -1.9

  	
   

  	
  0.0

  	
   

  	
  -3.6

  	
   

  	
  -0.6

  	
   

  	
  0.0

  	
   

  	
  -25.4

  	
   

  	
  793.5

  	
   

  
	
  Tax-Managed Equity

  	
   

  	
  56.9

  	
   

  	
  0.5

  	
   

  	
  -0.5

  	
   

  	
  0.2

  	
   

  	
  0.0

  	
   

  	
  0.2

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  -0.7

  	
   

  	
  56.4

  	
   

  
	
  Value

  	
   

  	
  484.1

  	
   

  	
  4.8

  	
   

  	
  -3.8

  	
   

  	
  6.1

  	
   

  	
  0.0

  	
   

  	
  7.1

  	
   

  	
  0.3

  	
   

  	
  0.0

  	
   

  	
  3.2

  	
   

  	
  494.7

  	
   

  
	
  Bond

  	
   

  	
  718.2

  	
   

  	
  3.0

  	
   

  	
  -9.0

  	
   

  	
  -8.1

  	
   

  	
  2.4

  	
   

  	
  -11.7

  	
   

  	
  2.4

  	
   

  	
  -2.5

  	
   

  	
  10.8

  	
   

  	
  717.2

  	
   

  
	
  Municipal Bond

  	
   

  	
  655.9

  	
   

  	
  0.9

  	
   

  	
  -6.8

  	
   

  	
  -2.2

  	
   

  	
  1.6

  	
   

  	
  -6.5

  	
   

  	
  2.0

  	
   

  	
  -2.0

  	
   

  	
  11.6

  	
   

  	
  661.0

  	
   

  
	
  High Income

  	
   

  	
  911.7

  	
   

  	
  6.4

  	
   

  	
  -9.1

  	
   

  	
  8.8

  	
   

  	
  4.6

  	
   

  	
  10.7

  	
   

  	
  5.0

  	
   

  	
  -5.1

  	
   

  	
  8.7

  	
   

  	
  931.0

  	
   

  
	
  Global Bond

  	
   

  	
  249.4

  	
   

  	
  1.0

  	
   

  	
  -2.7

  	
   

  	
  10.4

  	
   

  	
  0.8

  	
   

  	
  9.5

  	
   

  	
  0.8

  	
   

  	
  -0.9

  	
   

  	
  2.5

  	
   

  	
  261.3

  	
   

  
	
  Government Securities

  	
   

  	
  259.0

  	
   

  	
  1.6

  	
   

  	
  -4.6

  	
   

  	
  -1.6

  	
   

  	
  0.8

  	
   

  	
  -3.8

  	
   

  	
  0.8

  	
   

  	
  -0.8

  	
   

  	
  3.5

  	
   

  	
  258.7

  	
   

  
	
  Limited-Term Bond

  	
   

  	
  170.3

  	
   

  	
  1.9

  	
   

  	
  -2.3

  	
   

  	
  5.4

  	
   

  	
  0.3

  	
   

  	
  5.3

  	
   

  	
  0.3

  	
   

  	
  -0.3

  	
   

  	
  1.5

  	
   

  	
  177.1

  	
   

  
	
  Municipal High Income

  	
   

  	
  392.0

  	
   

  	
  1.5

  	
   

  	
  -3.4

  	
   

  	
  -0.7

  	
   

  	
  1.5

  	
   

  	
  -1.1

  	
   

  	
  1.8

  	
   

  	
  -1.8

  	
   

  	
  4.6

  	
   

  	
  395.5

  	
   

  
	
  InvestEd Cash Reserve

  	
   

  	
  0.4

  	
   

  	
  0.1

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  0.1

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  0.5

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Advisors Funds Total

  	
   

  	
  18,271.2

  	
   

  	
  83.6

  	
   

  	
  -178.7

  	
   

  	
  -46.8

  	
   

  	
  12.0

  	
   

  	
  -129.9

  	
   

  	
  16.5

  	
   

  	
  -13.4

  	
   

  	
  -49.8

  	
   

  	
  18,094.6

  	
   

  



 


4

















 


	
   

  	
   

  	
  Net Assets

  at 7-31-04

  	
   

  	
  Shareholder Transactions

  	
   

  	
  Net Invest

  Income

  	
   

  	
  Dividends

  Paid

  	
   

  	
  Valuation

  Change

  	
   

  	
  Net Assets

  at 8-31-04

  	
   

  
	
  Sales

  	
   

  	
  Redempt.

  	
   

  	
  Net Exch.

  	
   

  	
  Div. Reinv.

  	
   

  	
  Total

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Core Equity

  	
   

  	
  264.6

  	
   

  	
  0.7

  	
   

  	
  -3.6

  	
   

  	
  -2.1

  	
   

  	
  0.0

  	
   

  	
  -5.0

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  0.4

  	
   

  	
  260.0

  	
   

  
	
  Small Cap Growth

  	
   

  	
  486.1

  	
   

  	
  2.6

  	
   

  	
  -5.6

  	
   

  	
  -2.0

  	
   

  	
  0.0

  	
   

  	
  -5.0

  	
   

  	
  -0.5

  	
   

  	
  0.0

  	
   

  	
  -14.9

  	
   

  	
  465.7

  	
   

  
	
  Mid Cap Growth

  	
   

  	
  75.6

  	
   

  	
  3.4

  	
   

  	
  -0.6

  	
   

  	
  0.3

  	
   

  	
  0.0

  	
   

  	
  3.1

  	
   

  	
  -0.1

  	
   

  	
  0.0

  	
   

  	
  -0.4

  	
   

  	
  78.2

  	
   

  
	
  Large Cap Growth

  	
   

  	
  140.2

  	
   

  	
  2.0

  	
   

  	
  -1.4

  	
   

  	
  -4.1

  	
   

  	
  0.0

  	
   

  	
  -3.5

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  -1.1

  	
   

  	
  135.6

  	
   

  
	
  Tax-Managed Equity

  	
   

  	
  9.3

  	
   

  	
  0.2

  	
   

  	
  -0.1

  	
   

  	
  0.3

  	
   

  	
  0.0

  	
   

  	
  0.4

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  -0.1

  	
   

  	
  9.6

  	
   

  
	
  Global Natural Resources

  	
   

  	
  436.3

  	
   

  	
  46.5

  	
   

  	
  -6.5

  	
   

  	
  6.6

  	
   

  	
  0.0

  	
   

  	
  46.6

  	
   

  	
  -0.4

  	
   

  	
  0.0

  	
   

  	
  9.2

  	
   

  	
  491.7

  	
   

  
	
  Cundill Global Value

  	
   

  	
  182.6

  	
   

  	
  18.3

  	
   

  	
  -1.0

  	
   

  	
  12.9

  	
   

  	
  0.0

  	
   

  	
  30.2

  	
   

  	
  -0.1

  	
   

  	
  0.0

  	
   

  	
  1.6

  	
   

  	
  214.3

  	
   

  
	
  Municipal Bond

  	
   

  	
  24.0

  	
   

  	
  0.6

  	
   

  	
  -0.4

  	
   

  	
  1.0

  	
   

  	
  0.1

  	
   

  	
  1.3

  	
   

  	
  0.1

  	
   

  	
  0.0

  	
   

  	
  0.2

  	
   

  	
  25.6

  	
   

  
	
  Limited-Term Bond

  	
   

  	
  63.3

  	
   

  	
  5.0

  	
   

  	
  -1.0

  	
   

  	
  1.3

  	
   

  	
  0.1

  	
   

  	
  5.4

  	
   

  	
  0.1

  	
   

  	
  -0.1

  	
   

  	
  0.5

  	
   

  	
  69.2

  	
   

  
	
  Int’l Growth

  	
   

  	
  67.6

  	
   

  	
  0.1

  	
   

  	
  -0.7

  	
   

  	
  -0.4

  	
   

  	
  0.0

  	
   

  	
  -1.0

  	
   

  	
  -0.1

  	
   

  	
  0.0

  	
   

  	
  -0.9

  	
   

  	
  65.6

  	
   

  
	
  International

  	
   

  	
  157.7

  	
   

  	
  0.8

  	
   

  	
  -2.9

  	
   

  	
  -0.2

  	
   

  	
  0.0

  	
   

  	
  -2.3

  	
   

  	
  -0.1

  	
   

  	
  0.0

  	
   

  	
  -2.2

  	
   

  	
  153.1

  	
   

  
	
  International Value

  	
   

  	
  37.2

  	
   

  	
  0.3

  	
   

  	
  -0.7

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  -0.4

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  -0.3

  	
   

  	
  36.5

  	
   

  
	
  European Opportunities

  	
   

  	
  128.1

  	
   

  	
  3.8

  	
   

  	
  -2.8

  	
   

  	
  0.9

  	
   

  	
  0.0

  	
   

  	
  1.9

  	
   

  	
  -0.2

  	
   

  	
  0.0

  	
   

  	
  -1.0

  	
   

  	
  128.8

  	
   

  
	
  Pacific Opportunities

  	
   

  	
  41.6

  	
   

  	
  0.6

  	
   

  	
  -0.3

  	
   

  	
  -0.1

  	
   

  	
  0.0

  	
   

  	
  0.2

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  1.4

  	
   

  	
  43.2

  	
   

  
	
  Asset Strategy

  	
   

  	
  73.1

  	
   

  	
  1.3

  	
   

  	
  -1.0

  	
   

  	
  0.2

  	
   

  	
  0.0

  	
   

  	
  0.5

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  1.3

  	
   

  	
  74.9

  	
   

  
	
  Dividend Income

  	
   

  	
  30.3

  	
   

  	
  1.0

  	
   

  	
  -0.6

  	
   

  	
  1.3

  	
   

  	
  0.0

  	
   

  	
  1.7

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  0.1

  	
   

  	
  32.1

  	
   

  
	
  Science & Technology

  	
   

  	
  141.5

  	
   

  	
  1.7

  	
   

  	
  -2.1

  	
   

  	
  0.1

  	
   

  	
  0.0

  	
   

  	
  -0.3

  	
   

  	
  -0.2

  	
   

  	
  0.0

  	
   

  	
  -2.0

  	
   

  	
  139.0

  	
   

  
	
  Bond

  	
   

  	
  23.0

  	
   

  	
  0.3

  	
   

  	
  -0.2

  	
   

  	
  0.2

  	
   

  	
  0.1

  	
   

  	
  0.4

  	
   

  	
  0.1

  	
   

  	
  -0.1

  	
   

  	
  0.3

  	
   

  	
  23.7

  	
   

  
	
  Mortgage Securities

  	
   

  	
  149.0

  	
   

  	
  4.8

  	
   

  	
  -2.7

  	
   

  	
  3.9

  	
   

  	
  0.5

  	
   

  	
  6.5

  	
   

  	
  0.5

  	
   

  	
  -0.5

  	
   

  	
  2.0

  	
   

  	
  157.5

  	
   

  
	
  Balanced

  	
   

  	
  98.4

  	
   

  	
  0.5

  	
   

  	
  -1.3

  	
   

  	
  0.2

  	
   

  	
  0.0

  	
   

  	
  -0.6

  	
   

  	
  0.1

  	
   

  	
  0.0

  	
   

  	
  0.2

  	
   

  	
  98.1

  	
   

  
	
  International Balanced

  	
   

  	
  63.7

  	
   

  	
  0.7

  	
   

  	
  -0.2

  	
   

  	
  1.2

  	
   

  	
  0.0

  	
   

  	
  1.7

  	
   

  	
  0.2

  	
   

  	
  0.0

  	
   

  	
  0.8

  	
   

  	
  66.4

  	
   

  
	
  Real Estate

  	
   

  	
  154.3

  	
   

  	
  9.1

  	
   

  	
  -0.5

  	
   

  	
  4.3

  	
   

  	
  0.0

  	
   

  	
  12.9

  	
   

  	
  0.1

  	
   

  	
  0.0

  	
   

  	
  10.3

  	
   

  	
  177.6

  	
   

  
	
  Small Cap Value

  	
   

  	
  105.2

  	
   

  	
  2.0

  	
   

  	
  -0.7

  	
   

  	
  3.3

  	
   

  	
  0.0

  	
   

  	
  4.6

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  -2.1

  	
   

  	
  107.7

  	
   

  
	
  Value

  	
   

  	
  79.6

  	
   

  	
  0.6

  	
   

  	
  -0.5

  	
   

  	
  2.0

  	
   

  	
  0.0

  	
   

  	
  2.1

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  0.6

  	
   

  	
  82.3

  	
   

  
	
  High Income

  	
   

  	
  55.5

  	
   

  	
  2.2

  	
   

  	
  -0.7

  	
   

  	
  0.4

  	
   

  	
  0.3

  	
   

  	
  2.2

  	
   

  	
  0.3

  	
   

  	
  -0.3

  	
   

  	
  0.4

  	
   

  	
  58.1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IVY Funds Total

  	
   

  	
  3,087.8

  	
   

  	
  109.1

  	
   

  	
  -38.1

  	
   

  	
  31.5

  	
   

  	
  1.1

  	
   

  	
  103.6

  	
   

  	
  -0.2

  	
   

  	
  -1.0

  	
   

  	
  4.3

  	
   

  	
  3,194.5

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Advisors & IVY Funds
  Total

  	
   

  	
  21,359.0

  	
   

  	
  192.7

  	
   

  	
  -216.8

  	
   

  	
  -15.3

  	
   

  	
  13.1

  	
   

  	
  -26.3

  	
   

  	
  16.3

  	
   

  	
  -14.4

  	
   

  	
  -45.5

  	
   

  	
  21,289.1

  	
   

  



 


5

















 


	
   

  	
   

  	
  Net Assets

  at 7-31-04

  	
   

  	
  Shareholder Transactions

  	
   

  	
  Net Invest

  Income

  	
   

  	
  Dividends

  Paid

  	
   

  	
  Valuation

  Change

  	
   

  	
  Net Assets

  at 8-31-04

  	
   

  
	
  Sales

  	
   

  	
  Redempt.

  	
   

  	
  Net Exch.

  	
   

  	
  Div. Reinv.

  	
   

  	
  Total

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Asset Strategy

  	
   

  	
  238.3

  	
   

  	
  3.0

  	
   

  	
  -1.4

  	
   

  	
   

  	
   

  	
  0.0

  	
   

  	
  1.6

  	
   

  	
  0.4

  	
   

  	
  0.0

  	
   

  	
  3.9

  	
   

  	
  244.2

  	
   

  
	
  Money Mkt

  	
   

  	
  59.7

  	
   

  	
  2.7

  	
   

  	
  -4.4

  	
   

  	
   

  	
   

  	
  0.0

  	
   

  	
  -1.7

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  58.0

  	
   

  
	
  Bond

  	
   

  	
  217.9

  	
   

  	
  1.1

  	
   

  	
  -3.0

  	
   

  	
   

  	
   

  	
  0.0

  	
   

  	
  -1.9

  	
   

  	
  0.7

  	
   

  	
  0.0

  	
   

  	
  3.3

  	
   

  	
  220.0

  	
   

  
	
  High Inc

  	
   

  	
  170.5

  	
   

  	
  2.4

  	
   

  	
  -1.4

  	
   

  	
   

  	
   

  	
  0.0

  	
   

  	
  1.0

  	
   

  	
  1.0

  	
   

  	
  0.0

  	
   

  	
  1.4

  	
   

  	
  173.9

  	
   

  
	
  Growth

  	
   

  	
  1,187.9

  	
   

  	
  6.3

  	
   

  	
  -11.6

  	
   

  	
   

  	
   

  	
  0.0

  	
   

  	
  -5.3

  	
   

  	
  0.1

  	
   

  	
  0.0

  	
   

  	
  -16.1

  	
   

  	
  1,166.6

  	
   

  
	
  Core Equity

  	
   

  	
  694.8

  	
   

  	
  1.7

  	
   

  	
  -8.7

  	
   

  	
   

  	
   

  	
  0.0

  	
   

  	
  -7.0

  	
   

  	
  0.6

  	
   

  	
  0.0

  	
   

  	
  1.1

  	
   

  	
  689.5

  	
   

  
	
  Value

  	
   

  	
  291.0

  	
   

  	
  4.2

  	
   

  	
  -2.5

  	
   

  	
   

  	
   

  	
  0.0

  	
   

  	
  1.7

  	
   

  	
  0.3

  	
   

  	
  0.0

  	
   

  	
  1.9

  	
   

  	
  294.9

  	
   

  
	
  International Port

  	
   

  	
  165.9

  	
   

  	
  1.5

  	
   

  	
  -1.7

  	
   

  	
   

  	
   

  	
  0.0

  	
   

  	
  -0.2

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  -1.8

  	
   

  	
  163.9

  	
   

  
	
  Small Cap Port

  	
   

  	
  531.0

  	
   

  	
  1.6

  	
   

  	
  -10.0

  	
   

  	
   

  	
   

  	
  0.0

  	
   

  	
  -8.4

  	
   

  	
  -0.2

  	
   

  	
  0.0

  	
   

  	
  -16.0

  	
   

  	
  506.4

  	
   

  
	
  Balanced Port

  	
   

  	
  596.9

  	
   

  	
  3.5

  	
   

  	
  -7.8

  	
   

  	
   

  	
   

  	
  0.0

  	
   

  	
  -4.3

  	
   

  	
  0.8

  	
   

  	
  0.0

  	
   

  	
  -0.1

  	
   

  	
  593.3

  	
   

  
	
  Ltd-Term Bond Port

  	
   

  	
  74.2

  	
   

  	
  6.2

  	
   

  	
  -0.7

  	
   

  	
   

  	
   

  	
  0.0

  	
   

  	
  5.5

  	
   

  	
  0.1

  	
   

  	
  0.0

  	
   

  	
  0.5

  	
   

  	
  80.3

  	
   

  
	
  Small Cap Value

  	
   

  	
  100.6

  	
   

  	
  3.7

  	
   

  	
  -1.0

  	
   

  	
   

  	
   

  	
  0.0

  	
   

  	
  2.7

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  -2.0

  	
   

  	
  101.3

  	
   

  
	
  Microcap Growth

  	
   

  	
  37.2

  	
   

  	
  0.7

  	
   

  	
  -0.6

  	
   

  	
   

  	
   

  	
  0.0

  	
   

  	
  0.1

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  -0.9

  	
   

  	
  36.4

  	
   

  
	
  International Stock

  	
   

  	
  330.0

  	
   

  	
  3.4

  	
   

  	
  -3.1

  	
   

  	
   

  	
   

  	
  0.0

  	
   

  	
  0.3

  	
   

  	
  0.4

  	
   

  	
  0.0

  	
   

  	
  2.3

  	
   

  	
  333.0

  	
   

  
	
  Real Estate

  	
   

  	
  5.5

  	
   

  	
  0.8

  	
   

  	
  0.0

  	
   

  	
   

  	
   

  	
  0.0

  	
   

  	
  0.8

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  0.4

  	
   

  	
  6.7

  	
   

  
	
  Mortgage Securities

  	
   

  	
  15.4

  	
   

  	
  0.5

  	
   

  	
  0.0

  	
   

  	
   

  	
   

  	
  0.0

  	
   

  	
  0.5

  	
   

  	
  0.1

  	
   

  	
  0.0

  	
   

  	
  0.2

  	
   

  	
  16.2

  	
   

  
	
  Dividend Income

  	
   

  	
  4.6

  	
   

  	
  2.4

  	
   

  	
  0.0

  	
   

  	
   

  	
   

  	
  0.0

  	
   

  	
  2.4

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  7.0

  	
   

  
	
  Science & Technology

  	
   

  	
  270.8

  	
   

  	
  2.4

  	
   

  	
  -2.2

  	
   

  	
   

  	
   

  	
  0.0

  	
   

  	
  0.2

  	
   

  	
  -0.1

  	
   

  	
  0.0

  	
   

  	
  -3.9

  	
   

  	
  267.0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  W & R Target Funds
  Total

  	
   

  	
  4,992.2

  	
   

  	
  48.1

  	
   

  	
  -60.1

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  -12.0

  	
   

  	
  4.2

  	
   

  	
  0.0

  	
   

  	
  -25.8

  	
   

  	
  4,958.6

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Funds Total w/o Cash
  Management

  	
   

  	
  26,351.2

  	
   

  	
  240.8

  	
   

  	
  -276.9

  	
   

  	
  -15.3

  	
   

  	
  13.1

  	
   

  	
  -38.3

  	
   

  	
  20.5

  	
   

  	
  -14.4

  	
   

  	
  -71.3

  	
   

  	
  26,247.7

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cash Management

  	
   

  	
  775.8

  	
   

  	
  37.0

  	
   

  	
  -65.5

  	
   

  	
  14.9

  	
   

  	
  0.4

  	
   

  	
  -13.2

  	
   

  	
  0.4

  	
   

  	
  -0.4

  	
   

  	
  0.0

  	
   

  	
  762.6

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  All Mutual Funds

  	
   

  	
  27,127.0

  	
   

  	
  277.8

  	
   

  	
  -342.4

  	
   

  	
  -0.4

  	
   

  	
  13.5

  	
   

  	
  -51.5

  	
   

  	
  20.9

  	
   

  	
  -14.8

  	
   

  	
  -71.3

  	
   

  	
  27,010.3

  	
   

  



 


6

















 


Change
in Mutual Fund Assets Under Management


 


	
   

  	
   

  	
   

  	
   

  	
  Shareholder

  	
   

  	
  August 2004

  Year to Date

  	
   

  	
   

  	
   

  
	
  (Millions)

  	
   

  	
  Net Assets

  at 12-31-03

  	
   

  	
  Transactions

  	
   

  	
  Net Invest

  Income

  	
   

  	
  Dividends

  Paid

  	
   

  	
  Valuation

  Change

  	
   

  	
  Net Assets

  at 8-31-04

  	
   

  
	
  Sales

  	
   

  	
  Redempt.

  	
   

  	
  Net. Exch.

  	
   

  	
  Div. Reinv.

  	
   

  	
  Total

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Core Investment

  	
   

  	
  4,648.9

  	
   

  	
  89.1

  	
   

  	
  -376.4

  	
   

  	
  -208.1

  	
   

  	
  5.7

  	
   

  	
  -489.7

  	
   

  	
  9.3

  	
   

  	
  -5.9

  	
   

  	
  -61.9

  	
   

  	
  4,100.7

  	
   

  
	
  Cont Income

  	
   

  	
  508.0

  	
   

  	
  26.2

  	
   

  	
  -34.7

  	
   

  	
  4.3

  	
   

  	
  2.4

  	
   

  	
  -1.8

  	
   

  	
  4.0

  	
   

  	
  -2.5

  	
   

  	
  -7.2

  	
   

  	
  500.5

  	
   

  
	
  Retire Shares

  	
   

  	
  746.4

  	
   

  	
  28.0

  	
   

  	
  -75.6

  	
   

  	
  -10.5

  	
   

  	
  0.0

  	
   

  	
  -58.1

  	
   

  	
  -0.1

  	
   

  	
  0.0

  	
   

  	
  -56.4

  	
   

  	
  631.8

  	
   

  
	
  Asset Strategy

  	
   

  	
  548.9

  	
   

  	
  53.8

  	
   

  	
  -40.5

  	
   

  	
  -5.9

  	
   

  	
  3.1

  	
   

  	
  10.5

  	
   

  	
  5.3

  	
   

  	
  -3.1

  	
   

  	
  -6.8

  	
   

  	
  554.8

  	
   

  
	
  Dividend Income

  	
   

  	
  91.3

  	
   

  	
  33.8

  	
   

  	
  -5.8

  	
   

  	
  52.4

  	
   

  	
  0.3

  	
   

  	
  80.7

  	
   

  	
  0.4

  	
   

  	
  -0.2

  	
   

  	
  -0.6

  	
   

  	
  171.6

  	
   

  
	
  Accumulative

  	
   

  	
  2,093.4

  	
   

  	
  87.1

  	
   

  	
  -150.7

  	
   

  	
  -28.5

  	
   

  	
  1.6

  	
   

  	
  -90.5

  	
   

  	
  3.8

  	
   

  	
  -1.7

  	
   

  	
  -73.5

  	
   

  	
  1,931.5

  	
   

  
	
  Science & Technology

  	
   

  	
  2,092.8

  	
   

  	
  75.2

  	
   

  	
  -133.8

  	
   

  	
  -17.5

  	
   

  	
  0.0

  	
   

  	
  -76.1

  	
   

  	
  -16.2

  	
   

  	
  0.0

  	
   

  	
  -58.1

  	
   

  	
  1,942.4

  	
   

  
	
  International Growth

  	
   

  	
  797.1

  	
   

  	
  18.3

  	
   

  	
  -60.0

  	
   

  	
  -19.6

  	
   

  	
  0.0

  	
   

  	
  -61.3

  	
   

  	
  1.2

  	
   

  	
  0.0

  	
   

  	
  -33.3

  	
   

  	
  703.7

  	
   

  
	
  Vanguard

  	
   

  	
  1,958.6

  	
   

  	
  110.4

  	
   

  	
  -143.3

  	
   

  	
  -91.2

  	
   

  	
  0.0

  	
   

  	
  -124.1

  	
   

  	
  -6.8

  	
   

  	
  0.0

  	
   

  	
  -145.9

  	
   

  	
  1,681.8

  	
   

  
	
  New Concepts

  	
   

  	
  1,098.3

  	
   

  	
  60.7

  	
   

  	
  -76.7

  	
   

  	
  21.4

  	
   

  	
  0.0

  	
   

  	
  5.4

  	
   

  	
  -8.1

  	
   

  	
  0.0

  	
   

  	
  33.3

  	
   

  	
  1,128.9

  	
   

  
	
  Small Cap

  	
   

  	
  875.8

  	
   

  	
  57.8

  	
   

  	
  -65.0

  	
   

  	
  -27.6

  	
   

  	
  0.0

  	
   

  	
  -34.8

  	
   

  	
  -7.3

  	
   

  	
  0.0

  	
   

  	
  -40.2

  	
   

  	
  793.5

  	
   

  
	
  Tax-Managed Equity

  	
   

  	
  51.2

  	
   

  	
  5.8

  	
   

  	
  -3.0

  	
   

  	
  4.2

  	
   

  	
  0.0

  	
   

  	
  7.0

  	
   

  	
  -0.4

  	
   

  	
  0.0

  	
   

  	
  -1.4

  	
   

  	
  56.4

  	
   

  
	
  Value

  	
   

  	
  423.3

  	
   

  	
  41.7

  	
   

  	
  -32.3

  	
   

  	
  53.3

  	
   

  	
  0.0

  	
   

  	
  62.7

  	
   

  	
  1.4

  	
   

  	
  0.0

  	
   

  	
  7.3

  	
   

  	
  494.7

  	
   

  
	
  Bond

  	
   

  	
  792.4

  	
   

  	
  32.8

  	
   

  	
  -72.0

  	
   

  	
  -54.3

  	
   

  	
  19.3

  	
   

  	
  -74.2

  	
   

  	
  21.6

  	
   

  	
  -21.0

  	
   

  	
  -1.6

  	
   

  	
  717.2

  	
   

  
	
  Municipal Bond

  	
   

  	
  718.6

  	
   

  	
  11.3

  	
   

  	
  -54.7

  	
   

  	
  -25.7

  	
   

  	
  12.9

  	
   

  	
  -56.2

  	
   

  	
  15.8

  	
   

  	
  -15.9

  	
   

  	
  -1.3

  	
   

  	
  661.0

  	
   

  
	
  High Income

  	
   

  	
  949.7

  	
   

  	
  56.7

  	
   

  	
  -79.0

  	
   

  	
  -26.2

  	
   

  	
  37.6

  	
   

  	
  -10.9

  	
   

  	
  41.7

  	
   

  	
  -41.6

  	
   

  	
  -7.9

  	
   

  	
  931.0

  	
   

  
	
  Global Bond

  	
   

  	
  249.1

  	
   

  	
  10.6

  	
   

  	
  -21.4

  	
   

  	
  18.7

  	
   

  	
  6.3

  	
   

  	
  14.2

  	
   

  	
  8.4

  	
   

  	
  -6.8

  	
   

  	
  -3.6

  	
   

  	
  261.3

  	
   

  
	
  Government Securities

  	
   

  	
  312.2

  	
   

  	
  14.7

  	
   

  	
  -37.7

  	
   

  	
  -36.6

  	
   

  	
  6.5

  	
   

  	
  -53.1

  	
   

  	
  7.0

  	
   

  	
  -7.0

  	
   

  	
  -0.4

  	
   

  	
  258.7

  	
   

  
	
  Limited-Term Bond

  	
   

  	
  148.1

  	
   

  	
  16.6

  	
   

  	
  -17.0

  	
   

  	
  27.5

  	
   

  	
  1.7

  	
   

  	
  28.8

  	
   

  	
  1.8

  	
   

  	
  -1.8

  	
   

  	
  0.2

  	
   

  	
  177.1

  	
   

  
	
  Municipal High Income

  	
   

  	
  413.7

  	
   

  	
  15.3

  	
   

  	
  -29.2

  	
   

  	
  -14.8

  	
   

  	
  11.3

  	
   

  	
  -17.4

  	
   

  	
  14.5

  	
   

  	
  -14.5

  	
   

  	
  -0.8

  	
   

  	
  395.5

  	
   

  
	
  InvestEd Cash Reserve

  	
   

  	
  0.4

  	
   

  	
  0.1

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  0.1

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  0.5

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Advisors Funds Total

  	
   

  	
  19,518.2

  	
   

  	
  846.0

  	
   

  	
  -1,508.8

  	
   

  	
  -384.7

  	
   

  	
  108.7

  	
   

  	
  -938.8

  	
   

  	
  97.3

  	
   

  	
  -122.0

  	
   

  	
  -460.1

  	
   

  	
  18,094.6

  	
   

  



 


7

















 


	
   

  	
   

  	
  Net Assets

  at 12-31-03

  	
   

  	
  Shareholder Transactions

  	
   

  	
  Net Invest

  Income

  	
   

  	
  Dividends

  Paid

  	
   

  	
  Valuation

  Change

  	
   

  	
  Net Assets

  at 8-31-04

  	
   

  
	
  Sales

  	
   

  	
  Redempt.

  	
   

  	
  Net. Exch.

  	
   

  	
  Div. Reinv.

  	
   

  	
  Total

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Core Equity

  	
   

  	
  310.2

  	
   

  	
  6.5

  	
   

  	
  -38.9

  	
   

  	
  -12.7

  	
   

  	
  0.0

  	
   

  	
  -45.1

  	
   

  	
  -1.0

  	
   

  	
  0.0

  	
   

  	
  -4.1

  	
   

  	
  260.0

  	
   

  
	
  Small Cap Growth

  	
   

  	
  568.7

  	
   

  	
  40.6

  	
   

  	
  -111.7

  	
   

  	
  -3.9

  	
   

  	
  0.0

  	
   

  	
  -75.0

  	
   

  	
  -5.9

  	
   

  	
  0.0

  	
   

  	
  -22.1

  	
   

  	
  465.7

  	
   

  
	
  Mid Cap Growth

  	
   

  	
  67.4

  	
   

  	
  10.0

  	
   

  	
  -7.3

  	
   

  	
  7.0

  	
   

  	
  0.0

  	
   

  	
  9.7

  	
   

  	
  -0.8

  	
   

  	
  0.0

  	
   

  	
  1.9

  	
   

  	
  78.2

  	
   

  
	
  Large Cap Growth

  	
   

  	
  145.4

  	
   

  	
  19.9

  	
   

  	
  -22.0

  	
   

  	
  3.9

  	
   

  	
  0.0

  	
   

  	
  1.8

  	
   

  	
  -0.8

  	
   

  	
  0.0

  	
   

  	
  -10.8

  	
   

  	
  135.6

  	
   

  
	
  Tax-Managed Equity

  	
   

  	
  6.7

  	
   

  	
  1.4

  	
   

  	
  -0.7

  	
   

  	
  2.3

  	
   

  	
  0.0

  	
   

  	
  3.0

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  -0.1

  	
   

  	
  9.6

  	
   

  
	
  Global Natural Resources

  	
   

  	
  152.2

  	
   

  	
  305.3

  	
   

  	
  -44.4

  	
   

  	
  47.5

  	
   

  	
  0.1

  	
   

  	
  308.5

  	
   

  	
  -1.8

  	
   

  	
  0.0

  	
   

  	
  32.8

  	
   

  	
  491.7

  	
   

  
	
  Cundill Global Value

  	
   

  	
  52.3

  	
   

  	
  100.8

  	
   

  	
  -6.4

  	
   

  	
  57.6

  	
   

  	
  0.0

  	
   

  	
  152.0

  	
   

  	
  -0.8

  	
   

  	
  0.0

  	
   

  	
  10.8

  	
   

  	
  214.3

  	
   

  
	
  Municipal Bond

  	
   

  	
  26.5

  	
   

  	
  1.4

  	
   

  	
  -3.2

  	
   

  	
  0.5

  	
   

  	
  0.4

  	
   

  	
  -0.9

  	
   

  	
  0.8

  	
   

  	
  -0.7

  	
   

  	
  -0.1

  	
   

  	
  25.6

  	
   

  
	
  Limited-Term Bond

  	
   

  	
  70.0

  	
   

  	
  10.3

  	
   

  	
  -9.9

  	
   

  	
  -1.9

  	
   

  	
  0.9

  	
   

  	
  -0.6

  	
   

  	
  1.0

  	
   

  	
  -0.8

  	
   

  	
  -0.4

  	
   

  	
  69.2

  	
   

  
	
  Int’l Growth

  	
   

  	
  75.5

  	
   

  	
  2.4

  	
   

  	
  -7.1

  	
   

  	
  -1.7

  	
   

  	
  0.0

  	
   

  	
  -6.4

  	
   

  	
  -0.3

  	
   

  	
  0.0

  	
   

  	
  -3.2

  	
   

  	
  65.6

  	
   

  
	
  International

  	
   

  	
  191.1

  	
   

  	
  7.8

  	
   

  	
  -37.6

  	
   

  	
  -2.2

  	
   

  	
  0.0

  	
   

  	
  -32.0

  	
   

  	
  -0.2

  	
   

  	
  0.0

  	
   

  	
  -5.8

  	
   

  	
  153.1

  	
   

  
	
  International Value

  	
   

  	
  42.1

  	
   

  	
  3.0

  	
   

  	
  -9.0

  	
   

  	
  1.2

  	
   

  	
  0.0

  	
   

  	
  -4.8

  	
   

  	
  -0.1

  	
   

  	
  0.0

  	
   

  	
  -0.7

  	
   

  	
  36.5

  	
   

  
	
  European Opportunities

  	
   

  	
  96.8

  	
   

  	
  73.9

  	
   

  	
  -70.5

  	
   

  	
  23.5

  	
   

  	
  0.0

  	
   

  	
  26.9

  	
   

  	
  0.2

  	
   

  	
  0.0

  	
   

  	
  4.9

  	
   

  	
  128.8

  	
   

  
	
  Pacific Opportunities

  	
   

  	
  25.9

  	
   

  	
  10.4

  	
   

  	
  -4.0

  	
   

  	
  13.5

  	
   

  	
  0.0

  	
   

  	
  19.9

  	
   

  	
  -0.1

  	
   

  	
  0.0

  	
   

  	
  -2.5

  	
   

  	
  43.2

  	
   

  
	
  Asset Strategy

  	
   

  	
  70.2

  	
   

  	
  9.4

  	
   

  	
  -7.1

  	
   

  	
  2.6

  	
   

  	
  0.2

  	
   

  	
  5.1

  	
   

  	
  0.4

  	
   

  	
  -0.2

  	
   

  	
  -0.6

  	
   

  	
  74.9

  	
   

  
	
  Dividend Income

  	
   

  	
  22.6

  	
   

  	
  6.6

  	
   

  	
  -6.3

  	
   

  	
  9.1

  	
   

  	
  0.0

  	
   

  	
  9.4

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  0.1

  	
   

  	
  32.1

  	
   

  
	
  Science & Technology

  	
   

  	
  137.8

  	
   

  	
  17.4

  	
   

  	
  -14.7

  	
   

  	
  4.6

  	
   

  	
  0.0

  	
   

  	
  7.3

  	
   

  	
  -1.8

  	
   

  	
  0.0

  	
   

  	
  -4.3

  	
   

  	
  139.0

  	
   

  
	
  Bond

  	
   

  	
  22.6

  	
   

  	
  1.6

  	
   

  	
  -2.4

  	
   

  	
  1.4

  	
   

  	
  0.6

  	
   

  	
  1.2

  	
   

  	
  0.8

  	
   

  	
  -0.8

  	
   

  	
  -0.1

  	
   

  	
  23.7

  	
   

  
	
  Mortgage Securities

  	
   

  	
  135.0

  	
   

  	
  31.5

  	
   

  	
  -29.2

  	
   

  	
  16.1

  	
   

  	
  3.5

  	
   

  	
  21.9

  	
   

  	
  4.4

  	
   

  	
  -4.4

  	
   

  	
  0.6

  	
   

  	
  157.5

  	
   

  
	
  Balanced

  	
   

  	
  109.5

  	
   

  	
  5.9

  	
   

  	
  -20.6

  	
   

  	
  2.7

  	
   

  	
  0.5

  	
   

  	
  -11.5

  	
   

  	
  0.5

  	
   

  	
  -0.4

  	
   

  	
  0.0

  	
   

  	
  98.1

  	
   

  
	
  International Balanced

  	
   

  	
  55.4

  	
   

  	
  4.9

  	
   

  	
  -1.8

  	
   

  	
  7.0

  	
   

  	
  0.2

  	
   

  	
  10.3

  	
   

  	
  1.0

  	
   

  	
  -0.5

  	
   

  	
  0.2

  	
   

  	
  66.4

  	
   

  
	
  Real Estate

  	
   

  	
  89.5

  	
   

  	
  52.1

  	
   

  	
  -13.3

  	
   

  	
  31.4

  	
   

  	
  0.4

  	
   

  	
  70.6

  	
   

  	
  1.3

  	
   

  	
  -0.3

  	
   

  	
  16.5

  	
   

  	
  177.6

  	
   

  
	
  Small Cap Value

  	
   

  	
  79.2

  	
   

  	
  19.7

  	
   

  	
  -7.6

  	
   

  	
  19.7

  	
   

  	
  0.0

  	
   

  	
  31.8

  	
   

  	
  -0.6

  	
   

  	
  0.0

  	
   

  	
  -2.7

  	
   

  	
  107.7

  	
   

  
	
  Value

  	
   

  	
  72.1

  	
   

  	
  5.0

  	
   

  	
  -6.5

  	
   

  	
  10.2

  	
   

  	
  0.0

  	
   

  	
  8.7

  	
   

  	
  0.0

  	
   

  	
  -0.1

  	
   

  	
  1.6

  	
   

  	
  82.3

  	
   

  
	
  High Income

  	
   

  	
  48.9

  	
   

  	
  9.5

  	
   

  	
  -5.7

  	
   

  	
  4.4

  	
   

  	
  2.0

  	
   

  	
  10.2

  	
   

  	
  2.3

  	
   

  	
  -2.3

  	
   

  	
  -1.0

  	
   

  	
  58.1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IVY Funds Total

  	
   

  	
  2,673.6

  	
   

  	
  757.3

  	
   

  	
  -487.9

  	
   

  	
  243.8

  	
   

  	
  8.8

  	
   

  	
  522.0

  	
   

  	
  -1.5

  	
   

  	
  -10.5

  	
   

  	
  10.9

  	
   

  	
  3,194.5

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Advisors & IVY Funds
  Total

  	
   

  	
  22,191.8

  	
   

  	
  1,603.3

  	
   

  	
  -1,996.7

  	
   

  	
  -140.9

  	
   

  	
  117.5

  	
   

  	
  -416.8

  	
   

  	
  95.8

  	
   

  	
  -132.5

  	
   

  	
  -449.2

  	
   

  	
  21,289.1

  	
   

  



 


8

















 


	
   

  	
   

  	
  Net Assets

  at 12-31-03

  	
   

  	
  Shareholder Transactions

  	
   

  	
  Net Invest

  Income

  	
   

  	
  Dividends

  Paid

  	
   

  	
  Valuation

  Change

  	
   

  	
  Net Assets

  at 8-31-04

  	
   

  
	
  Sales

  	
   

  	
  Redempt.

  	
   

  	
  Net. Exch.

  	
   

  	
  Div. Reinv.

  	
   

  	
  Total

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Asset Strategy

  	
   

  	
  226.9

  	
   

  	
  26.3

  	
   

  	
  -9.1

  	
   

  	
  0.0

  	
   

  	
  17.2

  	
   

  	
  2.8

  	
   

  	
   

  	
   

  	
  0.0

  	
   

  	
  -2.7

  	
   

  	
  244.2

  	
   

  
	
  Money Mkt

  	
   

  	
  64.3

  	
   

  	
  33.4

  	
   

  	
  -39.6

  	
   

  	
  0.0

  	
   

  	
  -6.2

  	
   

  	
  -0.1

  	
   

  	
   

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  58.0

  	
   

  
	
  Bond

  	
   

  	
  235.3

  	
   

  	
  9.2

  	
   

  	
  -30.5

  	
   

  	
  0.0

  	
   

  	
  -21.3

  	
   

  	
  6.2

  	
   

  	
   

  	
   

  	
  0.0

  	
   

  	
  -0.2

  	
   

  	
  220.0

  	
   

  
	
  High Inc

  	
   

  	
  164.5

  	
   

  	
  17.1

  	
   

  	
  -14.2

  	
   

  	
   

  	
   

  	
  0.0

  	
   

  	
  2.9

  	
   

  	
  8.0

  	
   

  	
  0.0

  	
   

  	
  -1.5

  	
   

  	
  173.9

  	
   

  
	
  Growth

  	
   

  	
  1,282.9

  	
   

  	
  58.4

  	
   

  	
  -96.4

  	
   

  	
   

  	
   

  	
  0.0

  	
   

  	
  -38.0

  	
   

  	
  -1.8

  	
   

  	
  0.0

  	
   

  	
  -76.5

  	
   

  	
  1,166.6

  	
   

  
	
  Core Equity

  	
   

  	
  736.2

  	
   

  	
  19.9

  	
   

  	
  -58.5

  	
   

  	
   

  	
   

  	
  0.0

  	
   

  	
  -38.6

  	
   

  	
  2.0

  	
   

  	
  0.0

  	
   

  	
  -10.1

  	
   

  	
  689.5

  	
   

  
	
  Value

  	
   

  	
  269.3

  	
   

  	
  32.8

  	
   

  	
  -14.0

  	
   

  	
   

  	
   

  	
  0.0

  	
   

  	
  18.8

  	
   

  	
  1.7

  	
   

  	
  0.0

  	
   

  	
  5.1

  	
   

  	
  294.9

  	
   

  
	
  International Port

  	
   

  	
  169.6

  	
   

  	
  14.0

  	
   

  	
  -14.0

  	
   

  	
   

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  0.7

  	
   

  	
  0.0

  	
   

  	
  -6.4

  	
   

  	
  163.9

  	
   

  
	
  Small Cap Port

  	
   

  	
  544.4

  	
   

  	
  34.4

  	
   

  	
  -46.3

  	
   

  	
   

  	
   

  	
  0.0

  	
   

  	
  -11.9

  	
   

  	
  -3.0

  	
   

  	
  0.0

  	
   

  	
  -23.1

  	
   

  	
  506.4

  	
   

  
	
  Balanced Port

  	
   

  	
  614.8

  	
   

  	
  31.6

  	
   

  	
  -54.8

  	
   

  	
   

  	
   

  	
  0.0

  	
   

  	
  -23.2

  	
   

  	
  4.9

  	
   

  	
  0.0

  	
   

  	
  -3.2

  	
   

  	
  593.3

  	
   

  
	
  Ltd-Term Bond Port

  	
   

  	
  73.6

  	
   

  	
  14.8

  	
   

  	
  -9.2

  	
   

  	
   

  	
   

  	
  0.0

  	
   

  	
  5.6

  	
   

  	
  1.5

  	
   

  	
  0.0

  	
   

  	
  -0.4

  	
   

  	
  80.3

  	
   

  
	
  Small Cap Value

  	
   

  	
  96.0

  	
   

  	
  16.1

  	
   

  	
  -8.5

  	
   

  	
   

  	
   

  	
  0.0

  	
   

  	
  7.6

  	
   

  	
  -0.3

  	
   

  	
  0.0

  	
   

  	
  -2.0

  	
   

  	
  101.3

  	
   

  
	
  Microcap Growth

  	
   

  	
  41.0

  	
   

  	
  6.9

  	
   

  	
  -5.8

  	
   

  	
   

  	
   

  	
  0.0

  	
   

  	
  1.1

  	
   

  	
  -0.1

  	
   

  	
  0.0

  	
   

  	
  -5.6

  	
   

  	
  36.4

  	
   

  
	
  International Stock

  	
   

  	
  324.1

  	
   

  	
  22.6

  	
   

  	
  -23.7

  	
   

  	
   

  	
   

  	
  0.0

  	
   

  	
  -1.1

  	
   

  	
  5.2

  	
   

  	
  0.0

  	
   

  	
  4.8

  	
   

  	
  333.0

  	
   

  
	
  Real Estate

  	
   

  	
  0.0

  	
   

  	
  6.0

  	
   

  	
  0.0

  	
   

  	
   

  	
   

  	
  0.0

  	
   

  	
  6.0

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  0.7

  	
   

  	
  6.7

  	
   

  
	
  Mortgage Securities

  	
   

  	
  0.0

  	
   

  	
  15.6

  	
   

  	
  0.0

  	
   

  	
   

  	
   

  	
  0.0

  	
   

  	
  15.6

  	
   

  	
  0.2

  	
   

  	
  0.0

  	
   

  	
  0.4

  	
   

  	
  16.2

  	
   

  
	
  Dividend Income

  	
   

  	
  0.0

  	
   

  	
  7.2

  	
   

  	
  -0.1

  	
   

  	
   

  	
   

  	
  0.0

  	
   

  	
  7.1

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  -0.1

  	
   

  	
  7.0

  	
   

  
	
  Science & Technology

  	
   

  	
  268.5

  	
   

  	
  25.1

  	
   

  	
  -16.1

  	
   

  	
   

  	
   

  	
  0.0

  	
   

  	
  9.0

  	
   

  	
  -1.6

  	
   

  	
  0.0

  	
   

  	
  -8.9

  	
   

  	
  267.0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  W & R Target Funds
  Total

  	
   

  	
  5,111.4

  	
   

  	
  391.4

  	
   

  	
  -440.8

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  -49.4

  	
   

  	
  26.3

  	
   

  	
  0.0

  	
   

  	
  -129.7

  	
   

  	
  4,958.6

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Funds Total w/o Cash
  Management

  	
   

  	
  27,303.2

  	
   

  	
  1,994.7

  	
   

  	
  -2,437.5

  	
   

  	
  -140.9

  	
   

  	
  117.5

  	
   

  	
  -466.2

  	
   

  	
  122.1

  	
   

  	
  -132.5

  	
   

  	
  -578.9

  	
   

  	
  26,247.7

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cash Management

  	
   

  	
  839.2

  	
   

  	
  326.4

  	
   

  	
  -539.6

  	
   

  	
  135.4

  	
   

  	
  1.3

  	
   

  	
  -76.5

  	
   

  	
  1.3

  	
   

  	
  -1.4

  	
   

  	
  0.0

  	
   

  	
  762.6

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  All Mutual Funds

  	
   

  	
  28,142.4

  	
   

  	
  2,321.1

  	
   

  	
  -2,977.1

  	
   

  	
  -5.5

  	
   

  	
  118.8

  	
   

  	
  -542.7

  	
   

  	
  123.4

  	
   

  	
  -133.9

  	
   

  	
  -578.9

  	
   

  	
  27,010.3

  	
   

  



 


9

















 


EXHIBIT C-2


 


 


W&R
Group of Companies


 


Total
Revenues


 


For the period indicated in
each column heading

Amounts in thousands


 


	
   

  	
   

  	
  Aug-03

  	
   

  	
  Sep-03

  	
   

  	
  Oct-03

  	
   

  	
  Nov-03

  	
   

  	
  Dec-03

  	
   

  	
  Jan-04

  	
   

  	
  Feb-04

  	
   

  	
  Mar-04

  	
   

  	
  Apr-04

  	
   

  	
  May-04

  	
   

  	
  Jun-04

  	
   

  	
  Jul-04

  	
   

  	
  Aug-04

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  REVENUES:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Investment management fees

  	
   

  	
  17,457

  	
   

  	
  17,483

  	
   

  	
  18,971

  	
   

  	
  18,685

  	
   

  	
  19,938

  	
   

  	
  20,717

  	
   

  	
  19,292

  	
   

  	
  20,287

  	
   

  	
  19,942

  	
   

  	
  19,727

  	
   

  	
  19,592

  	
   

  	
  19,667

  	
   

  	
  19,156

  	
   

  
	
  Underwriting & distribution fees

  	
   

  	
  13,423

  	
   

  	
  14,068

  	
   

  	
  15,950

  	
   

  	
  14,438

  	
   

  	
  17,509

  	
   

  	
  15,846

  	
   

  	
  15,268

  	
   

  	
  18,688

  	
   

  	
  16,522

  	
   

  	
  14,349

  	
   

  	
  14,833

  	
   

  	
  14,826

  	
   

  	
  13,820

  	
   

  
	
  Shareholder service fees

  	
   

  	
  6,210

  	
   

  	
  6,223

  	
   

  	
  6,132

  	
   

  	
  6,140

  	
   

  	
  6,303

  	
   

  	
  6,495

  	
   

  	
  6,376

  	
   

  	
  6,096

  	
   

  	
  6,363

  	
   

  	
  6,352

  	
   

  	
  6,386

  	
   

  	
  6,333

  	
   

  	
  6,381

  	
   

  
	
  Investment & other revenue

  	
   

  	
  281

  	
   

  	
  174

  	
   

  	
  251

  	
   

  	
  -1,458

  	
   

  	
  3,591

  	
   

  	
  232

  	
   

  	
  187

  	
   

  	
  185

  	
   

  	
  190

  	
   

  	
  167

  	
   

  	
  2,137

  	
   

  	
  -314

  	
   

  	
  168

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL REVENUE

  	
   

  	
  37,371

  	
   

  	
  37,948

  	
   

  	
  41,304

  	
   

  	
  37,805

  	
   

  	
  47,341

  	
   

  	
  43,290

  	
   

  	
  41,123

  	
   

  	
  45,256

  	
   

  	
  43,017

  	
   

  	
  40,595

  	
   

  	
  42,948

  	
   

  	
  40,512

  	
   

  	
  39,525

  	
   

  



 


	
   

  	
   

  	
  QTD

  	
   

  	
  QTD

  	
   

  	
  Variance

  	
   

  	
  Variance

  	
   

  	
   

  	
   

  	
  QTD

  	
   

  	
  Variance

  	
   

  	
  Variance

  	
   

  	
  YTD

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Variance

  	
   

  	
  Variance

  	
   

  
	
   

  	
   

  	
  Aug-04

  	
   

  	
  May-04

  	
   

  	
  Dollars

  	
   

  	
  Percent

  	
   

  	
  QTD

  	
   

  	
  Aug-04

  	
   

  	
  Aug-03

  	
   

  	
  Dollars

  	
   

  	
  Percent

  	
   

  	
  YTD

  	
   

  	
  Aug-04

  	
   

  	
  Aug-03

  	
   

  	
  Dollars

  	
   

  	
  Percent

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  REVENUES:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Investment management fees

  	
   

  	
  38,823

  	
   

  	
  39,669

  	
   

  	
  -846

  	
   

  	
  -2.1

  	
  %

  	
   

  	
   

  	
  38,823

  	
   

  	
  35,006

  	
   

  	
  3,817

  	
   

  	
  10.9

  	
  %

  	
   

  	
   

  	
  158,380

  	
   

  	
  128,841

  	
   

  	
  29,539

  	
   

  	
  22.9

  	
  %

  
	
  Underwriting & distribution fees

  	
   

  	
  28,646

  	
   

  	
  30,871

  	
   

  	
  -2,225

  	
   

  	
  -7.2

  	
  %

  	
   

  	
   

  	
  28,646

  	
   

  	
  28,005

  	
   

  	
  641

  	
   

  	
  2.3

  	
  %

  	
   

  	
   

  	
  124,152

  	
   

  	
  114,622

  	
   

  	
  9,530

  	
   

  	
  8.3

  	
  %

  
	
  Shareholder service fees

  	
   

  	
  12,714

  	
   

  	
  12,715

  	
   

  	
  -1

  	
   

  	
  0.0

  	
  %

  	
   

  	
   

  	
  12,714

  	
   

  	
  11,964

  	
   

  	
  750

  	
   

  	
  6.3

  	
  %

  	
   

  	
   

  	
  50,782

  	
   

  	
  45,881

  	
   

  	
  4,901

  	
   

  	
  10.7

  	
  %

  
	
  Investment & other revenue

  	
   

  	
  -146

  	
   

  	
  357

  	
   

  	
  -503

  	
   

  	
  -140.9

  	
  %

  	
   

  	
   

  	
  -146

  	
   

  	
  518

  	
   

  	
  -664

  	
   

  	
  -128.2

  	
  %

  	
   

  	
   

  	
  2,952

  	
   

  	
  3,440

  	
   

  	
  -488

  	
   

  	
  -14.2

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL REVENUE

  	
   

  	
  80,037

  	
   

  	
  83,612

  	
   

  	
  -3,575

  	
   

  	
  -4.3

  	
  %

  	
   

  	
   

  	
  80,037

  	
   

  	
  75,493

  	
   

  	
  4,544

  	
   

  	
  6.0

  	
  %

  	
   

  	
   

  	
  336,266

  	
   

  	
  292,784

  	
   

  	
  43,482

  	
   

  	
  14.9

  	
  %

  



 

















 


EXHIBIT
D


 


[FORM OF
COMPETITIVE BID]


 


JP Morgan Chase Bank,

as Administrative Agent


270 Park Avenue


New York, New York  10017


 


          
      ,
                 


 


Ladies and
Gentlemen:


 


Pursuant to
subsection 2.06(b) of the Credit Agreement dated as of October 8, 2004
(the  “Credit Agreement”), among
Waddell & Reed Financial, Inc. (the “Company”), the Lenders party
thereto and JPMorgan Chase Bank, as Administrative Agent, the undersigned
hereby makes a Competitive Bid in response to the Competitive Bid Request made
by the Company on  [Date], and in that
connection sets forth below the terms on which such Competitive Bid is made:


 


	
  (A)  Principal Amount (1)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (B)
  Competitive Bid Rate (2)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (C) Interest
  Period and last day thereof

  	
   

  	
   

  



 


The
undersigned hereby confirms that it is prepared, subject to the conditions set
forth in the Credit Agreement, to extend credit to the Company upon acceptance
by the Company of this bid in accordance with subsection 2.06(d) of the Credit
Agreement.


 


Terms defined
in the Credit Agreement are used in this bid with their defined meanings.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  [NAME OF BANK],

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
    Name:

  
	
   

  	
    Title:

  



 












(1)           Not
less than $5,000,000 or greater than the requested Competitive Borrowing and in
integral multiples of $1,000,000. 
Multiple bids will be accepted by the Administrative Agent.


 


(2)           LIBO
Rate + or –
[           ]%, in the
case of Eurodollar Loans, or
[           ]%, in the
case of Fixed Rate Loans, in either case such percentage rate to be expressed
to no more than four decimal places.