UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31, 20112014

OR

For the transition period fromto

Commission file number 0-16633

THE JONES FINANCIAL COMPANIES, L.L.L.P.

(Exact name of registrant as specified in its charter)

(314) 515-2000

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

Limited Partnership Interests

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  YES ¨[    ] NO  x[ X ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  YES ¨[    ] NO  x[ X ]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  YES x[ X ] NO ¨[    ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  YES x[ X ] NO  ¨[    ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x[    ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes ¨[    ] No  x[ X ]

As of February 24, 2012, 660,50827, 2015, 925,767 units of limited partnership interests,interest (“Interests”) are outstanding, each representing $1,000 of limited partner capital, are outstanding (“Units”).capital. There is no public or private market for such Units.Interests.

DOCUMENTS INCORPORATED BY REFERENCE

None

THE JONES FINANCIAL COMPANIES, L.L.L.P.

TABLE OF CONTENTS

2

PART I

The Jones Financial Companies, L.L.L.P. (“JFC”) is a registered limited liability limited partnership organized under the Missouri Revised Uniform Limited Partnership Law of the State of Missouri Revised Statutes.Act. Unless expressly stated, or the context otherwise requires, the terms “Registrant” and “Partnership” refer to JFC and all of its consolidated subsidiaries. The Partnership’s principal operating subsidiary, Edward D. Jones & Co., L.P. (“Edward Jones”), was organized on February 20, 1941 and reorganized as a limited partnership on May 23, 1969. JFC was organized on June 5, 1987 and, along with Edward Jones, was reorganized on August 28, 1987.

As of December 31, 2011,2014, the Partnership operates in two geographic operating segments, the United States of America (“U.S.”) and Canada. Edward Jones is comprised of a U.S. registered broker-dealer in the U.S. and (throughone of Edward Jones’ subsidiaries is a subsidiary) a Canadian registered broker-dealer and primarily serves individual investors. Asin Canada. JFC is the ultimate parent company of Edward Jones JFCand is a holding company. Edward Jones primarily derives its revenue from the retail brokerage business through the sale of listed and unlisted securities and insurance products, investment banking, principal transactions, distribution of mutual fund shares, and through fees related to assets held by and account services provided to its clients.clients, the sale of listed and unlisted securities and insurance products, investment banking, and principal transactions. Edward Jones primarily conducts business in the U.S. and Canada with its clients, various brokers, dealers, clearing organizations, depositories and banks in the U.S. and in Canada.banks. For financial information related to these two operating segments for the years ended December 31, 2011, 20102014, 2013 and 2009,2012, see Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations and Part II, Item 8 – Financial Statements and Supplementary Data – Note 1715 to the Consolidated Financial Statements.

3

PART I

ORGANIZATIONAL STRUCTUREOrganizational Structure.

At December 31, 2011,2014, the Partnership was organized as follows:

For additional information about the Partnership’s other subsidiaries and affiliates, see Exhibit 21.21.1.

During 2009, Edward Jones sold 100% of the issued and outstanding shares of its subsidiary, Edward Jones Limited (“EDJ Limited”), a United Kingdom (“U.K.”) private limited company engaged in the retail financial services business in the U.K.

PART I

Branch Office Network.    The Partnership primarily serves individual long-term investors in small to medium-size towns and metropolitan suburbs through its extensive network of branch offices. The Partnership operated 11,39012,016 branch offices as of February 24, 2012,December 31, 2014, primarily staffed by a single financial advisor and a branch office administrator. Of this total, the Partnership operated 10,84111,426 offices in the U.S. (located in all 50 states, predominantly in communities with populations of under 50,000states) and metropolitan suburbs) and 549590 offices in Canada.

4

PART I

Item 1.  Business, continued

Governance.Unlike a corporation, the Partnership is not governed by a board of directors and has no individuals who are designated as directors. Moreover, none of its securities are listed on a securities exchange and therefore the governance requirements that generally apply to many companies that file periodic reports with the U.S. Securities and Exchange Commission (“SEC”) reporting companies do not apply to it. Under the terms of the Partnership’s EighteenthNineteenth Amended and Restated Agreement of Registered Limited Liability Limited Partnership, Agreement (“the Partnershipdated June 6, 2014, as amended (the “Partnership Agreement”), the Partnership’s Managing Partner has primary responsibility for administering the Partnership’s business, determining its policies and controlling the management and conduct of the Partnership’s business, andits management. The Managing Partner also has the power to admit and dismiss general partners of JFC and to adjust the proportion of their respective interests in JFC. As of February 24, 2012,December 31, 2014, JFC was composed of 362373 general partners, 14,41613,491 limited partners and 280333 subordinated limited partners. See Part III, Item 10 – Directors, Executive Officers and Corporate Governance for a description of the governance structure of the Partnership.

Revenues by Source.    The following table sets forth on a continuing operations basis, for the past three years, the sources of the Partnership’s revenues.revenues for the past three years. Due to the interdependence of the activities and departments of the Partnership’s investment business and the arbitrary assumptions required to allocate overhead, it is impractical to identify and specify expenses applicable to each aspect of the Partnership’s operations. Further information on revenue related to the Partnership’s reportable segments is provided in Part II, Item 8 – Financial Statements and Supplementary Data – Note 1715 to the Consolidated Financial Statements and Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Asset-based Fees

The Partnership earns fees from investment advisory services offered in the U.S. through Edward Jones Advisory Solutions^® (“Advisory Solutions”), and Edward Jones Managed Account Program^® (“MAP”) and in Canada through MAP, Edward Jones Portfolio Program^® (“Portfolio Program”) and Edward Jones Guided Portfolios™ (“Guided Portfolios”). Advisory Solutions and MAP are both registered as an investment advisory programprograms with the SEC under the Investment Advisers Act of 1940.

PART I

Portfolio Program isand Guided Portfolios are not required to be registered under this actAct as services from this programthese programs are only offered in Canada.

5

PART I

Item 1.  Business, continued

Advisory Solutions provides investment advisory services to its clients for a monthly fee based upon the average value of their assets in the program, and consists of a Partnership managed account invested in mutual funds, exchange-traded funds (ETFs) and money market funds. For this program,funds, or Unified Managed Account models, which also include separately managed allocations. When investing in Advisory Solutions, the client must elect either a research or a custom type account model. If the client elects a research type model, the Partnership assumes full investment discretion on the accounts, whichaccount and the client assets will be invested in one of 60numerous different research models (including Unified Managed Accounts) developed and managed by Edward Jones’ Mutual Fund Research department. If the client elects to build a custom type model, the Partnership assumes limited investment discretion on the accounts developedaccount and the investments are selected by the client and his or her financial advisor. The vast majority of client assets within Advisory Solutions are invested in research type models.

In 2013, in order to accommodate the size and expected growth in investment advisory services offered through Advisory Solutions, as well as potentially lower client investment management expense, the Partnership formed the Bridge Builder Trust (the “Trust”) to launch the Bridge Builder Bond Fund for Advisory Solutions clients. The Bridge Builder Bond Fund is a sub-advised mutual fund and is the first fund in the Trust. Olive Street Investment Advisers, L.L.C. (“OLV”), a wholly-owned subsidiary of JFC and a Missouri limited liability company, is the investment adviser to the current sub-advised mutual fund and will be the investment adviser to any future sub-advised mutual funds of the Trust. For any sub-advised mutual funds in the Trust, OLV has primary responsibility for allocation of funds, setting the overall investment strategies, selection and management of sub-advisers, and supervisory responsibility for the general management of the Trust, subject to the review and approval by the Trust’s board of trustees. In December 2014, the Trust filed a prospectus with the SEC to register four additional sub-advised mutual funds. The Trust may introduce additional funds in the future. As of December 31, 2014, the Trust had client assets under management of $7.7 billion, all of which were invested in the Bridge Builder Bond Fund.

MAP and Portfolio Program offer investment advisory services to clients for a monthly fee based upon the average value of assets in the program, by using independent investment managers rather than Edward Jones’ Mutual Fund Research department.and proprietary asset allocation models. Guided Portfolios is a non-discretionary, fee-based program with structured investment guidelines. Fees for these programs are based on the average value of client assets in the program.

In addition to the advisory programs mentioned above, the Partnership also earns asset-based fees from the trust services and investment management services offered to its clients through Edward Jones Trust Company (“EJTC”)., a wholly-owned subsidiary of JFC.

The Partnership also earns revenue on clients’ assets through service fees on most of its clients’ assets which are held byand other revenues received under agreements with mutual fund companies and insurance companies. The fees generally range from 15 to 25 basis points (0.15% to 0.25%) of the value of the client assets so held.

In addition, the Partnership earns revenue sharing from certain mutual fund and insurance vendors.companies. In most cases, this is additional compensation paid by investment advisers, insurance companies or distributors based on a percentage of average vendor assets held by the Partnership’s clients, on those products covered under the revenue sharing agreements. Revenue sharing agreements that provide for a fixed annual payment are also included in asset-based fees.clients.

6

PART I

Item 1.  Business, continued

The Partnership does not manage any mutual funds, although it is a 49.5% limited partner of Passport Research, Ltd. (“Passport Research”), the investment adviser to certainthe two money market funds made available to the Partnership’s clients. Revenue from this source is primarily based on client assets in the funds. However, due to the current low interest rate environment, the investment adviser voluntarily chose (beginning in March 2009) to reduce certain fees charged to the funds to a level that will maintain a positive client yield on funds. For further information on this reduction of fees, see Part II, Item 77A – Management’s DiscussionQuantitative and Analysis of Financial ConditionQualitative Disclosures About Market Risk.

Account and Results of Operations.Activity Fees

Account and activity fees include shareholder accounting service fees, Individual Retirement Account (“IRA”) custodial service fees, and other product/service fees.

The Partnership charges fees to certain mutual fund companies for shareholder accounting services, including maintaining client account information and providing other administrative services for the mutual funds. The Partnership acts as the custodian for clients’ IRA accounts and the clients are charged an annual fee for this and other account services. Account and activity fees also include sales-based revenue sharing fees, insurance contract services, and fees earned through a co-branded credit card with a major credit card company.

Commissions

Commissions revenue is primarily comprisedconsists of charges to clients for the purchase or sale of securities, mutual fund shares, equity and debt securities, and insurance products. The following briefly describes the Partnership’s sources of commissions revenue.

Mutual Funds.The Partnership distributes mutual fund shares in continuous offerings and new underwritings. As a dealer in mutual fund shares, the Partnership receives a dealer’s discount which generally ranges from 1% to 5% of the purchase price of the shares, depending on the terms of each fund’s prospectus and the amount of the purchase.

PART I

Listed Securities Transactions.The Partnership receives a commission when it acts as an agent for a client in the purchase or sale of listed securities. These securities include common and preferred stocks and debt securities traded on and off the securities exchanges.unlisted (over-the-counter) securities. The commission is based on the value of the securities purchased or sold.

Insurance.The Partnership sells life insurance, long-term care insurance, disability insurance, fixed and variable annuities and other types of insurance products of unaffiliated insurance companies to its clients through its financial advisors who hold insurance sales licenses. As an agent for the insurance companies, the Partnership receives commissions on the premiums paid for the policies.

Over-the-Counter Securities Transactions. Partnership activities in unlisted (over-the-counter) securities transactions are similar to its activities as a broker in listed securities. In connection with client orders to buy or sell securities, the Partnership charges a commission for agency transactions.

Account and Activity Fees

Revenue sources include sub-transfer agent accounting services fees, Individual Retirement Account (“IRA”) custodial services fees, and other product fees.

The Partnership charges fees to certain mutual funds for sub-transfer agent accounting services, including maintaining client account information and providing other administrative services for the mutual funds. Also, the Partnership acts as the custodian for clients’ IRA accounts and the clients are charged an annual fee for this service. Account and activity fees also include sales based revenue sharing fees pursuant to arrangements with certain mutual fund and insurance vendors where the vendors pay additional compensation to the Partnership based on a percentage of current year sales by the Partnership of products supplied by these vendors. The Partnership receives revenue from offering mortgage loans to its clients through a joint venture and through a co-branded credit card with a major credit card company. In addition, the Partnership earns transaction fee revenue relating to client purchases and sales of securities.

Principal Transactions

The Partnership makes a market in municipal obligations, over-the-counter corporate securities, municipal obligations, government obligations, unit investment trusts, mortgage-backed securities and certificates of deposit. The Partnership’s market-making activities are conducted with other dealers in the “wholesale” and “retail” markets where the Partnership acts as a dealer buying from and selling to its clients. In making markets in securities, the Partnership exposes its capital to the risk of fluctuation in the fair value of its security positions. The Partnership maintains securities positions in inventory solely to support its business of buying securities from and selling securities to its retail clients and does not seek to profit by engaging in proprietary trading for its own account. The related unrealized gains and losses for these securities are recorded within principal transactions revenue.

7

PART I

Item 1.  Business, continued

Investment Banking

Investment banking revenue is primarily derived from the Partnership’s distribution of U.S. government obligations and unit investment trusts, on behalf of issuers,corporate and municipal obligations, and government sponsored enterprise obligations. Investment banking revenue also includes underwriting fee revenue related to underwriting and management fees as well as underwriting of corporate securitiesgross acquisition profit/loss and municipal obligations. volume concession revenue, which is earned and collected from the issuer.

The Partnership’s investment banking activities are performed primarily by its Syndicate, and Investment Banking and Unit Investment Trust departments. The principal service which the Partnership renders as an investment banker is the underwriting and distribution of securities, either in a primary distribution on behalf of the issuer of such securities or in a secondary distribution on behalf of a holder of such securities.

PART I

The distributions of corporate and municipal securities are, in most cases, underwritten by a group or syndicate of underwriters. Each underwriter has a participation in the offering.

Unlike many larger firms against whichroles the Partnership competes, themay play include senior manager, co-manager, syndicate member, selling group member, dealer or distributor and encompass both negotiated and competitively bid offerings.

The Partnership historically has not, and does not presently engage in other investment banking activities, such as assisting in mergers and acquisitions, arranging private placement of securities issues with institutions, or providing consulting and financial advisory services to entities.

In the case of an underwritten offering managed by the Partnership, the Syndicate, and Investment Banking and Unit Investment Trust departments may form underwriting syndicates and work with the branch office network for sales of the Partnership’s own participation and with other members of the syndicate in the pricing and negotiation of other terms. In offerings managed by others in which the Partnership participates as a syndicate member, selling group member, dealer or distributor, these departments serve as active coordinators between the managing underwriter and the Partnership’s branch office network.

The underwriting activity of the Partnership involves substantial risks. An underwriter may incur losses if it is unable to resell the securities it is committed to purchase or if it is forced to liquidate all or part of its commitment at less than the agreed upon purchase price. Furthermore, the commitment of capital to an underwriting may adversely affect the Partnership’s capital position and, as such, its participation in an underwriting may be limited by the requirement that it must at all times be in compliance with the SEC’s uniform net capital requirements (the “Uniform Net Capital Rule”).

Interest and Dividends

Interest and dividends revenue is earned on client margin (loan) account balances, cash and cash equivalents, cash and investments segregated under federal regulations, securities purchased under agreements to resell, partnership loans, for general partnership interests, inventory securities and investment securities. Loans secured by securities held in client margin accounts provide a source of income to the Partnership. The Partnership is permitted to use securities owned by margin clients having an aggregate market value of generally up to 140% of the debit balance in margin accounts as collateral for the borrowings. The Partnership may also use funds provided by free credit balances in client accounts to finance client margin account borrowings.

The Partnership is exposed to market risk for changes in interest rates and market prices on its inventory and investment securities. The Partnership’s interest income is impacted by the level of client margin account balances, cash and cash equivalents, cash and investments segregated under federal regulations, securities purchased under agreements to resell, partnership loans, inventory securities and investment securities and the interest rates it charges its clients, the interest rate earned on overnight investments and the level of clients’ loan balances and credit balances.each.

8

PART I

Significant Revenue Source

As of December 31, 2011,2014, the Partnership distributed mutual funds for approximately 75 mutual fund sponsors,companies, including American Funds Distributors, Inc. which represents 19%represented 20% of the Partnership’s total revenue for the year ended December 31, 2011.2014. This revenue consisted of commissions, asset-based fees and account and activity fees, which are described above. All of theThe revenue generated from this vendorcompany relates to business conducted with the Partnership’s U.S. segment.

BUSINESS OPERATIONS

Research Department.The Partnership maintains a Research department to provide specific investment recommendations and market information for clients. The department supplements its own research with the services of an independent research service.services. In addition, the Research department provides recommendations for asset allocation, portfolio rebalancing and investment selections for Advisory Solutions client accounts.

Client Account Administration and Operations.Employees in theThe Partnership has an Operations division arethat is responsible for activities relating to client securities and the processing of transactions with other broker-dealers, exchanges and clearing organizations. These activities include receipt, identification and delivery of funds and securities, internal financial controls, accounting and personnel functions, office services, custody of client securities and the handling of margin accounts. The Partnership processes substantially all of its own transactions.

To expedite the processing of orders, the Partnership’s branch office system is linked to the home office through an extensive communications network. Orders for securities are generally captured at the branch electronically, routed to the home office and forwarded to the appropriate market for execution. The Partnership’s processing of paperwork following the execution of a security transaction is generally automated.

There is considerable fluctuation during any one year and from year to year in the volume of transactions the Partnership processes. The Partnership records such transactions and posts its books on a daily basis. The Partnership has a computerized branch office communication system which is principally utilized for entry of security orders, quotations, messages between offices, research of various client account information, and cash and security receipts functions. Home office personnel, including operationsthose in the Operations and compliance personnel,Compliance divisions, monitor day-to-day operations to determine compliance with applicable laws, rules and regulations. Failure to keep current and accurate books and records can render the Partnership liable to disciplinary action by governmental and self-regulatory organizations (“SROs”).

The Partnership clears and settles virtually all of its listed and over-the-counter equities, municipal bond, corporate bond, mutual fund and annuity transactions for its U.S. broker-dealer through the National Securities Clearing Corporation (“NSCC”), Fixed Income Clearing Corporation (“FICC”) and Depository Trust Company (“DTC”), which are all subsidiaries of the Depository Trust and Clearing Corporation located in New York, New York.

In conjunction with clearing and settling transactions with NSCC, the Partnership holds client securities on deposit with DTC in lieu of maintaining physical custody of the certificates. The Partnership also uses a major bank for custody and settlement of treasury securities and Government National Mortgage Association (“GNMA”), Federal National Mortgage Association (“FNMA”) and Federal Home Loan Mortgage Corporation (“FHLMC”) issues.

9

PART I

The Canada broker-dealer handles the routing and settlement of client transactions. In addition, the Canada broker-dealer is a member of the Canadian Depository of Securities (“CDS”) and FundServ for clearing and settlement of transactions. CDS effects clearing of securities on the Canadian National Stock Exchange (“CNQ”), Toronto Stock Exchange (“TSX”) and TSX Venture Exchange (“CDNX”). Client securities on deposit are also held with CDS and National Bank Correspondent Network (“NBCN”).

The Partnership is substantially dependent upon the operational capacity and ability of NSCC, DTC, FICC, and Canadian Depository of Securities (“CDS”).CDS. Any serious delays in the processing of securities transactions encountered by these clearing and depository companies may result in delays of delivery of cash or securities to the Partnership’s clients.

Broadridge Financial Solutions, Inc. (“Broadridge”), along with its U.S. business, Securities Processing Solutions, U.S., and its international business, Securities Processing Solutions, International, provide automated data processing services for client account activity and related records for the Partnership in the U.S. and Canada, respectively. The Partnership does not employ its own floor brokers for transactions on exchanges. The Partnership has arrangements with other brokers to execute the Partnership’s transactions in return for a commission based on the size and type of trade. If, for any reason, any of the Partnership’s clearing, settling or executing agents were to fail, the Partnership and its clients would be subject to possible loss. To the extent that the Partnership would not be able to meet the obligations to the clients, such clients might experience delays in obtaining the protections afforded them.

The CanadianCanada broker-dealer has an agreement with Broadridge to provide the securities processing systems, as well as an agreement with Computershare Trust Company of Canada to act as trustee for cash balances held by clients in their retirement accounts. The CanadianCanada broker-dealer is the custodian for client securities and manages all related securities and cash processing, such as trades, dividends, corporate actions, client cash receipts and disbursements, client tax reporting and statements.

The Canadian broker-dealer handles the routing and settlement of client transactions. In addition, the Canadian broker-dealer is a member of CDS and FundServ for clearing and settlement of transactions. CDS effects clearing of securities on the Canadian National Stock Exchange (“CNQ”), Toronto Stock Exchange (“TSX”) and TSX Venture Exchange (“CDNX”). Client securities on deposit are also held with CDS and National Bank Correspondent Network (“NBCN”).

The Partnership believes that its internal controls and safeguards concerning the risks of securities thefts are adequate. The possibility of securities thefts is an industry-wide risk. The Partnership has not had, to date, significant problems with such thefts. The Partnership maintains fidelity bonding insurance which, in the opinion of management, provides adequate coverage.

Employees.    In contrast to some other broker-dealers, theThe Partnership’s financial advisors are employees (or general partners of the Partnership) and are not independent contractors.. As of February 24, 2012,December 31, 2014, the Partnership had approximately 37,00040,000 full and part-time employees and general partners, including its 12,16914,000 financial advisors. The Partnership’s financial advisors are generally compensated on a commission basis and may in addition, be entitled to bonus compensation based on their respective branch office profitability and the profitability of the Partnership. The Partnership has in the past paidpays bonuses to its non-financial advisor employees pursuant to a discretionary formula established by management.

U.S. employeesEmployees of the Partnership in the U.S. are bonded under a blanket policy as required by New York Stock ExchangeFinancial Industry Regulation Authority, Inc. (“NYSE”FINRA”) rules. The Partnership has a per occurrence coverage limit forin the U.S. employees is $5.0 million,of $5,000,000, subject to a $2.0 million$500,000 deductible provision. In addition, there is excess coverage with an annual aggregate amount of $45.0 million. Canadian employees$45,000,000. Employees of the Partnership in Canada are bonded under a blanket policy as required by the Investment Industry Regulation Organization of Canada (“IIROC”). The Partnership has an annual aggregate amount of coverage for Canadian employees is CAD $25.0 million,in Canada of C$50,000,000 with a per occurrence limit of C$25,000,000, subject to a CAD $0.05 millionC$50,000 deductible provision per occurrence.

10

PART I

The Partnership maintains ana comprehensive initial training program for prospective financial advisors that spans nearly four months which includes preparation for regulatory exams, concentrated instruction in the classroom and on-the-job training in a branch office. During the first phase, U.S. trainees spend nearly two months studyingstudy Series 7 and Series 66 examination materials and takingtake the examinations. In Canada, financial advisors have the requisite examinations completed prior to being hired. After passing the requisite examinations, trainees spend one week incomplete a comprehensive training program in one of the Partnership’s home office training facilities, followed by seven weeks of on-the-job training in their market and in a nearby branch location. This training includes reviewing investments, compliance requirements, office procedures, and understanding client needs, as well as establishing a base of potential clients. One final weekThe initial training program is then spentcompleted after spending additional time in a home office training facility to complete the initial training program. Five months later,facility. Later, the financial advisor attends an additional training class in aat home office location, and subsequently, theoffice. The Partnership also offers periodic continuing training to its experienced financial advisors for the entirety of their career. Training programs for the more experienced financial advisors continue to focus on meeting client needs and effective management of the branch office.

The Partnership considers its employee relations to be good and believes that its compensation and employee benefits, which include medical, life and disability insurance plans and profit sharing and deferred compensation retirement plans, are competitive with those offered by other firms principally engaged in the securities business.

Competition.The Partnership is subject to intense competition in all phases of its business from other securities firms, many of which are substantially larger than the Partnership in terms of capital, brokerage volume and underwriting activities. In addition, the Partnership encounters competition from other organizations such as banks, insurance companies, and others offering financial services and advice. The Partnership also competes with a number of firms offering discount brokerage services, usually with lower levels of personalized service to individual clients. With minor exceptions, clientsClients are free to transfer their business to competing organizations at any time, although a fee may be charged to do so. There is also intense competition among firms for financial advisors. The Partnership experiences continued efforts by competing firms to hire away its financial advisors, although the Partnership believes that its rate of turnover of financial advisors is not higher than that of otherin line with comparable firms.

REGULATION

Broker-Dealer and Investment Adviser Regulation

Broker-dealers are.    The securities industry is subject to extensive federal and state laws, rules and regulations whichthat cover all aspects of the securities business, including sales methods, trade practices among broker-dealers, use and safekeeping of client funds and securities, client payment and margin requirements, capital structure of securities firms, record-keeping, and the conduct of directors, officers and employees.

The SEC is the federalU.S. agency responsible for the administration of the U.S.federal securities laws. Its mission is to protect investors, maintain fair, orderly and efficient markets and facilitate capital formation. Edward Jones is registered as a broker-dealer and investment adviser with the SEC. Edward Jones is subject to broker-dealer audits, review by a designated examining authority, and requirements to file forms regarding custody of securities and customer funds. Much of the regulation of broker-dealers has been delegated to SROs, principally the Financial Industry Regulation Authority, Inc. (“FINRA”).FINRA. FINRA adopts rules (which are subject to approval by the SEC) that govern the broker-dealer industry and conducts periodic examinations of Edward Jones’ operations.

11

PART I

Securities firms are also subject to regulation by state securities commissions in those states in which they conduct business. Since Edward Jones is registered as a broker-dealer in all 50 states, Puerto Rico, the U.S. Virgin Islands and the District of Columbia, Puerto RicoEdward Jones is subject to state regulation in all of these states and the U.S. Virgin Islands.territories.

The SEC, SROs and state securities commissionsauthorities may conduct administrative proceedings which can result in censure, fine, suspension or expulsion of a broker-dealer, its officers or employees. Edward Jones has in the past been, and may in the future be, the subject of regulatory actions by various agencies that have the authority to regulate its activities (see Part I, Item 3 – Legal Proceedings for more information).

As an investment dealer in all provinces and territories of Canada, the CanadianCanada broker-dealer is subject to provincial, territorial and federal laws. All provinces and territorial jurisdictions have established securities administrators to fulfill the administration of securities laws. The CanadianCanada broker-dealer is also subject to the regulation of the CanadianCanada SRO, IIROC, which oversees the business conduct and financial affairs of its member firms, as well as all trading activity on debt and equity marketplaces in Canada. IIROC fulfills its regulatory obligations by implementing and enforcing rules regarding the proficiency, business and financial conduct of member firms and their registered employees, and marketplace integrity rules regarding trading activity on CanadianCanada debt and equity marketplaces.

In addition, Edward Jones and OLV are subject to the rules and regulations promulgated under the Investment Advisers Act of 1940 (“Investment Advisers Act”), which requires investment advisers to register with the SEC. Both Edward Jones and OLV are registered investment advisers. The rules and regulations promulgated under the Investment Advisers Act govern all aspects of the investment advisory business, including registration, trading practices, custody of client funds and securities, record-keeping, advertising and business conduct. Edward Jones and OLV are subject to examination by the SEC who is authorized to institute proceedings and impose sanctions for violations of the Investment Advisers Act.

Pursuant to U.S. federal law, Edward Jones belongs to the Securities Investors Protection Corporation (“SIPC”). For clients in the U.S., SIPC provides $500,000 of coverage for missing cash and securities, includingwith a maximum of $250,000 for cash claims. Pursuant to IIROC requirements, the CanadianCanada broker-dealer belongs to the Canadian Investor Protection Fund (“CIPF”), a non-profit organization that provides investor protection for investment dealer insolvency. For clients in Canada, CIPF limits coverage to CAD $1,000,000C$1,000,000 in total, which can be any combination of securities and cash.

The Partnership currently maintains additional protection for U.S. clients provided by Underwriters at Lloyd’s. The additional protection contract provided by Underwriters at Lloyd’s protects clients’ accounts in excess of the SIPC coverage subject to specified limits. This policy covers theft, misplacement, destruction, burglary, embezzlement or abstraction of cash and client securities up to an aggregate limit of $900 million (with maximum cash coverage limited to $1,900,000 per client) for covered claims of all U.S. clients of Edward Jones. Market losses are not covered by SIPC or the additional protection.

In addition, Edward Jones is subject to the rules and regulations of the Investment Advisers Act of 1940, which require investment advisers to register with the SEC. The Investment Advisers Act’s rules and regulations govern all aspects of the investment advisory business, including registration, trading practices, custody of client funds and securities, record-keeping, advertising and business conduct.

12

PART I

Item 1.  Business, continued

Additional legislation, changes in rules promulgated by the SEC, the Department of Labor and SROs, and/or changes in the interpretation or enforcement of existing laws and rules, may directly affect the operations and profitability of broker-dealers and investment advisers. With the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”), the SEC has been directed to study existing practices in the industry and granted discretionary rulemaking authority to establish, among other things, comparable standards of conduct for broker-dealers and investment advisers when providing personalized investment

PART I

advice about securities to retail clients and such other clients as the SEC provides by rule. The SEC may engage in rulemaking or issue interpretive guidance concerning the standard of conduct for broker-dealers and investment advisers. FINRA or other regulatory authorities may also issue rules related to the Dodd–Frank Act, but it is unclearthe Partnership cannot predict at this time what impact such rulemaking activities will have on the Partnership or its operations.

Trust Regulation of EJTC and Regulation of JFC as EJTC’s Parent

Pursuant.    EJTC is a federally chartered savings and loan association that operates under a limited purpose “trust-only” charter, which generally restricts EJTC to the Dodd-Frank Act, effective July 21, 2011 authority for theacting solely in a trust or fiduciary capacity. EJTC and JFC are subject to supervision and regulation of EJTC was transferred from the Office of Thrift Supervision (“OTS”) toby the Office of the Comptroller of the Currency (“OCC”). As of the same date, responsibility for the supervision and regulation of JFC, based on its status as a savings and loan holding company (“SLHC”) (which such status is the result of its 100% ownership of EJTC), was transferred from the OTS to the Board of Governors of the Federal Reserve System (“FRB”). The Dodd-Frank Act, however, allows entities controlling a savings association that functions solely in a trust or fiduciary capacity to cease to be a SLHC. On July 25, 2011, the Partnership requested that the FRB deregister it as a SLHC. A permanent decision from the FRB is still pending, but, by letter dated March 15, 2012, the FRB: (a) granted JFC a temporary exemption from submitting the FRB regulatory reports beginning with the March 31, 2012 reporting period; (b) determined that JFC should submit certain informational filings to the FRB during the temporary exemption period; and (c) informed JFC that, if it does not receive a permanent exemption by December 31, 2012, it will be required to begin submitting the FRB’s regulatory reports by March 31, 2013.

Uniform Net Capital RuleRule.

As a result of its activities as a broker-dealer and a member firm of FINRA, Edward Jones is subject to the Uniform Net Capital Rule 15c3-1 of the Securities Exchange Act of 1934, as amended (“Uniform Net Capital Rule”) which is designed to measure the general financial integrity and liquidity of a broker-dealer and the minimum net capital deemed necessary to meet the broker-dealer’s continuing commitments to its clients. The Uniform Net Capital Rule provides for two methods of computing net capital and Edward Jones has adopted what is generally referred to as the alternative method. Minimum required net capital under the alternative method is equal to the greater of $0.25 million$250,000 or 2% of the aggregate debit items, as defined.defined under the Customer Protection Rule 15c3-3 of the Securities Exchange Act of 1934, as amended (“Customer Protection Rule”). The Uniform Net Capital Rule prohibits withdrawal of equity capital whether by payment of dividends, repurchase of stock or other means, if net capital would thereafter be less than minimum requirements. Additionally, certain withdrawals require the approval of the SEC to the extent they exceed defined levels even though such withdrawals would not cause net capital to be less than 5% of aggregate debit items. In computing net capital, various adjustments are made to exclude assets which are not readily convertible into cash and to provide a conservative valuation of other assets, such as a company’s securities owned. Failure to maintain the required net capital may subject Edward Jones to suspension or expulsion by FINRA, the SEC and other regulatory bodies and/or exchanges and may ultimately require liquidation. Edward Jones has, at all times, been in compliance with the Uniform Net Capital Rule.

The CanadianCanada broker-dealer and EJTC are also required to maintain specified levels of regulatory capital. Each subsidiaryof these subsidiaries has, at all times, been in compliance with the applicable capital requirements in the jurisdictions in which it operates.

13

PART I

AVAILABLE INFORMATION

The Partnership files annual, quarterly, and current reports and other information with the SEC. The Partnership’s SEC filings are available to the public on the SEC’s website atwww.sec.gov.

FORWARD-LOOKING STATEMENTS

This reportAnnual Report on Form 10-K, and in particular Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements within the meaning of U.S. securities laws. You can identify forward-looking statements by the use of the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “will,” “should,” and other expressions which predict or indicate future events and trends and which do not relate to historical matters. You should not rely on forward-looking statements, because they involve known and unknown risks, uncertainties and other factors, some of which are beyond the control of the Partnership. These risks, uncertainties and other factors may cause the actual results, performance or achievements of the Partnership to be materially different from the anticipated future results, performance or achievements expressed or implied by the forward-looking statements.

Some of the factors that might cause differences between forward-looking statements and actual events include, but are not limited to, the following: (1) general economic conditions; (2) regulatory actions; (3) changes in legislation or regulation, including new regulations under the Dodd-Frank Act; (4) actions of competitors; (5) litigation; (6) the ability of clients, other broker-dealers, banks, depositories and clearing organizations to fulfill contractual obligations; (7) changes in interest rates; (8) changes in technology;technology and other technology-related risks; (9) a fluctuation or decline in the fair value of securities.securities; and (10) the risks discussed under Part I, Item 1A – Risk Factors. These forward-looking statements were based on information, plans, and estimates at the date of this report, and the Partnership does not undertake to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes.

14

PART I

The Partnership is subject to a number of risks potentially impacting its business, financial condition, results of operations and cash flows. In addition to the risks and uncertainties discussed elsewhere in this Annual Report on Form 10-K, or in the Partnership’s other filings with the SEC, the following are some important factors that could cause the Partnership’s actual results to differ materially from results experienced in the past or those projected in any forward-looking statement. The risks and uncertainties described below are not the only ones facing the Partnership. Additional risks and uncertainties not presently known to the Partnership or that the Partnership currently deems immaterial could also have a material adverse effect on the Partnership’s business and operations. If any of the matters included in the following risks were to occur, the Partnership’s business, financial condition, results of operations and cash flows could be materially adversely affected.

RISK RELATED TO THE PARTNERSHIP’S BUSINESS

MARKET CONDITIONS—As a part of the securities industry, a downturn in the U.S. and/or global securities markets historically has, and in the past had, andfuture could in the future have, a significant negative effect on revenues and could significantly reduce or eliminate profitability of the Partnership.

General political and economic conditions and events such as U.S. fiscal policy, economic recession, natural disasters, terrorist attacks, war, changes in local economic and political conditions, regulatory changes or changes in the law, or interest rate or currency rate fluctuations could create a downturn in the U.SU.S. and/or global securities markets. The securities industry, and therefore the Partnership, is highly dependent upon market prices and volumes which are highly unpredictable and volatile in nature. Events such as global recession, frozen credit markets, and institutional failures and government-sponsored bailouts of a number of large financial services companies, as well as debt ceiling debates, and sovereign credit downgrades, could make the capital markets increasingly volatile. Weakened global economic conditions and an unsettled nature of financial markets, among other things, could cause significant declines in the Partnership’s net revenues which willwould adversely impact its overall financial results.

WithAs the Partnership’s composition of net revenue nowbecomes more heavily weighted towards asset-based fee revenue, than trade revenue as in the past, a decrease in the market value of assets due to market declines can cause much morehave a greater negative impact on the Partnership’s financial results than experienced in prior years, due to the fact that asset-based fees are earned on the value of the underlying client assets. Conversely, in times of improved market conditions the Partnership’s asset-based fee revenue shouldwould be positively impacted due to the increase in the market value of assets on which fees are earned.

In addition, the Partnership could experience a material reduction in volume and lower securities prices in times of unfavorable economic conditions, which would result in lower commission revenue, decreased margins and losses in dealer inventory accounts and syndicate positions. This would have a material adverse impact on the profitability of the Partnership’s operations.

While the Partnership’s results have improved in 2010 and 2011, financial

15

PART I

Item 1A.  Risk Factors, continued

Financial markets continue tomay experience extreme volatility and the risks to sustained global economic growth remain high.remain. Furthermore, the Partnership would be subject to increased risk of its clients being unable to meet their commitments, such as margin obligations, if there was an economicthe market were to experience a downturn or the economy were to enter into a recession. If clients are unable to meet their margin obligations, the Partnership has an increased risk of losing money on margin transactions and incurring additional expenses defending or pursuing claims. Developments such as lower revenues and declining profit margins could reduce or eliminate the Partnership’s profitability.

PART I

LEGISLATIVEAND REGULATORY INITIATIVES —Newly adopted —Proposed, potential and recently enacted federal and state legislation and pending regulatory proposalsrules intended to reform the financial services industry could significantly impact the regulation and operation of the Partnership and its subsidiaries, its revenue and its profitability.subsidiaries. In addition, such laws and regulations may significantly alter or restrict the Partnership’s historic business practices, which could negatively affect its operating results.

The Partnership is subject to extensive regulation by federal and state regulatory agencies and by SROs, within the industry.SROs. The Partnership operates in a regulatory environment that is subject to ongoing change and has seen significantly increased regulation in recent years. The Partnership may be adversely affected as a result of new or revised legislation or regulations, changes in federal, state or foreign tax laws and regulations, or by changes in the interpretation or enforcement of existing laws and regulations. The Partnership continues to monitor several regulatory initiatives and proposed, potential or enacted legislation or rules (“Legislative and Regulatory Initiatives”), including, but not limited to:

The Dodd-Frank Act.   The Dodd-Frank Act, passed by the U.S. Congress and signed by the President on July 21, 2010, includes provisions that could potentially impact the Partnership’s operations. Since the passage of the Dodd-Frank Act, the Partnership has not been required to enact material changes to its operations. However, the Partnership continues to review and evaluate the provisions of the Dodd-Frank Act and the impending rules to determine what impact or potential impact itthey may have on the financial services industry, the Partnership and its operations. Among the numerous potentially impactful provisions in the Dodd-Frank Act are: (i) pursuant to Section 913 of the Dodd-Frank Act, the SEC staff issued a study recommending a universal fiduciary standard of care applicable to both broker-dealers and investment advisers when providing personalized investment advice about securities to retail clients, and such other clients as the SEC provides by rule. When proposed, the uniform standard of care for personalized investment advice is expected to require the broker-dealer and investment adviser to act in the best interest of the client;rule; and (ii) pursuant to Section 914 of the Dodd-Frank Act, a new SRO may be proposed to regulate investment advisers.advisers could be proposed. In addition, the Dodd-Frank Act contains new or enhanced regulations that could impact specific securities products offered by the Partnership to investors and specific securities transactions. Proposed rules related to all of these provisions are anticipated in 2012. It is unclearhave not yet been adopted by regulators. The Partnership cannot predict what impact any such rules, if adopted, would have on the Partnership.

Additionally, the Partnership continues to monitor several other proposed regulations and rules that do not presently appear as though they will have a material impact on the Partnership, such as Title X of the Dodd-Frank Act, which established the Bureau of Consumer Financial Protection with broad authority to issue new regulations, and proposed rules related to Section 956 of the Dodd-Frank Act, which would prohibit certain types of incentive-based compensation arrangements. In their present form, the Partnership does not believe these regulations and rules will have a material impact on the Partnership, but if revised the impact on the Partnership could be material.

It is expected that FINRA or other regulatory authorities will continue to issue rules related to the Dodd-Frank Act in the future and the Partnership will continue to monitor and review any such rules.

PART I

Department of Labor.   In October 2010, the Department of Labor (the “DOL”) proposed a modification to a rule that would have impacted the Employee Retirement Income Security Act’s definition of “fiduciary” and potentially limited certain of Edward Jones’ business practices. In September 2011, the DOL announced that it was withdrawing the proposed rule and stated its intention to re-propose the rule in early 2012 with significant modifications.the future. The DOL has indicated thatfiled a new proposal with the re-proposedOffice of Management and Budget (“OMB”) on February 25, 2015. The proposed rule will impact IRAs and has indicated an intentionis expected to address what has been generally described as “third party payments,” such as revenue sharing.be published for public comment no later than 90 days from its filing with OMB. The Partnership cannot predict what the re-proposed rule will say, what its exact scope will be, when or ifwhether it will be re-proposed or adopted, or what the adverse impact will be on the Partnership. However, any such rule could impact the operations of Edward Jones and the profitability of the Partnership.

Trust Reform and the Volcker Rule. The Partnership has requested that the FRB deregister it as a SLHC and has received a temporary exemption from the FRB from submitting the FRB regulatory reports. The Partnership anticipates that this request will be approved and is preparing for supervision and regulation of the Partnership as a holding company by the OCC. If the request is not approved, however, the Partnership could become subject to what is commonly referred to as the “Volcker Rule”, which was jointly proposed in October 2011 by the SEC, the Federal Deposit Insurance Corporation, the FRB, and the OCC. The proposed Volcker Rule has the stated purpose of generally prohibiting certain banking entities from engaging in proprietary trading or sponsoring or investing in a hedge fund or private equity fund. At this time, it is unclear what impact the proposed Volcker Rule would have on the financial services industry, the Partnership and its operations if adopted and applicable to the Partnership. However, the Partnership continues to review and evaluate the proposed Volcker Rule to determine what impact or potential impact it may have.

International Financial Reporting Standards. The International Accounting Standards Board (“IASB”) developed a core set of accounting standards to act as a framework for financial reporting known as the International Financial Reporting Standards (“IFRS”). By 2007, the majority of listed European Union companies, including banks and insurance companies, began using IFRS to prepare financial statements. In contrast, the majority of public companies in the U.S. prepare financial statements under accounting principles generally accepted in the U.S. (“GAAP”).16

The SEC is evaluating adoption of IFRS in the U.S. It is unclear at this time whether the SEC will propose mandatory adoption of IFRS or some other form of GAAP and IFRS harmonization. The Canadian Accounting Standards Board began requiring use of IFRS in Canada in 2011 for publically accountable profit-oriented enterprises. This change did not impact the Partnership’s Consolidated Financial Statements.

The Partnership is currently waiting on further guidance from the SEC to determine what impact, if any, the adoption of IFRS in the U.S. could have on its financial position or results of operations. If adopted, IFRS could significantly impact the way the Partnership determines income before allocations to partners, allocations to partners, or returns on partnership capital. In addition, switching to IFRS would be a complex endeavor for the Partnership. The Partnership may need to develop new systems and controls around the principles of IFRS and the specific costs associated with this conversion are uncertain.

Rule 12b-1 Fees. The Partnership receives various payments in connection with the purchase, sale and holding of mutual fund shares by its clients. Those payments include Rule 12b-1 fees (i.e., service fees) and expense reimbursements. Rule 12b-1, under the Investment Company Act of 1940 (“ICA”), allows a mutual fund to pay distribution and marketing expenses out of the fund’s assets. The SEC currently does not limit the size of Rule 12b-1 fees that funds may pay.

PART I

FINRA does impose such limitations. However, on July 21, 2010 the SEC proposed reform of Rule 12b-1. The proposal called for the rescission of Rule 12b-1 and a proposed new Rule 12b-2 which would allow funds to deduct a fee on an annual basis of up to 25 basis points to pay for distribution expenses without a cumulative cap on this fee. Additionally, the proposal includes other amendments that would permit funds to deduct an asset-based distribution fee in which the fund may deduct ongoing sales charges with no annual limit, but cumulatively the asset-based distribution fee could not exceed the amount of the highest front-end load for a particular fund. The proposed rule also allows funds to create and distribute a class of shares at net asset value and dealers could establish their own fee schedule. The proposal includes additional requirements for disclosure on trade confirmations and in fund documents. These proposed rules have not been enacted and the Partnership cannot predict with any certainty whether or which of these proposals will be enacted in their current form, revised form or enacted at all. In addition, the Partnership is not yet able to determine the potential financial impact on its operating results related to this proposed reform of Rule 12b-1. For further information on the amount of Rule 12b-1 fees earned by the Partnership, see Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Health Care Reform.The Patient Protection and Affordable Care Act (“PPACA”) was signed into law onin March, 23, 2010. PPACA2010, amended and revised by the Health Care and Education and Reconciliation Act of 2010 (collectively referred to as “Affordable Care Act”). The Affordable Care Act requires employers to provide affordable coverage with a minimum essential benefitvalue to full-time employees or pay a financial penalty.penalty and pay other fees for providing coverage. The billAffordable Care Act contains provisions that go into effectwill be implemented over the next several years that expand employee eligibility for the Partnership’s medical plan and places limitsplace certain requirements on plan design. Regulatory guidance required to fully assess the impact of this law is still forthcoming. Accordingly, theThe Partnership is not yet able to determine the full potential financial impact on its operating results in future years.of the Affordable Care Act.

Federal “Do Not Call” Regulations.The Partnership is also subject to federal and state regulations like other businesses and must evaluate and adapt to new regulations as they are adopted. In particular, the Partnership believes the federal “do not call” regulations enacted in recent years have affected the manner in which many of its financial advisors conduct their businesses. While the Partnership believes it is in compliance with these regulations, these regulations could impact the Partnership’s future revenues or results of operations.

Any ofMoney Market Mutual Funds.   The SEC adopted amendments to the foregoing regulatory initiatives could adversely affect the Partnership’s business operations, business model,rules that govern money market mutual funds on July 23, 2014. The amendments preserve stable net asset value for certain retail funds and profitability.government funds. The amendments also impose, under certain circumstances, liquidity fees and redemption gates on non-government funds. The Partnership cannot predict with any certainty whether or which ofcontinues to evaluate the regulatory proposals that have not yet been adopted will be adopted, and if so whether they will be adopted in their current form or adopted subject to further revisions. If adopted, somepotential impact of these initiativesamendments.

These Legislative and Regulatory Initiatives may impact the manner in which the Partnership markets its products and services, manages its business and operations, and interacts with clients and regulators, any or all of which could significantly and adverselymaterially impact the Partnership’s operating costs, its structure, its ability to generate revenue,results of operations, financial condition, and its overall profitability.liquidity. However, the Partnership cannot presently predict when or if any of the proposed or potential Legislative and Regulatory Initiatives will be enacted or the impact that any Legislative and Regulatory Initiatives will have on the Partnership.

COMPETITION — —The Partnership is subject to intense competition for clients and personnel, and many of its competitors have greater resources.

All aspects of the Partnership’s business are highly competitive. The Partnership competes for clients and personnel directly with other securities firms and increasingly with other types of organizations and other businesses offering financial services, such as banks and insurance companies. Many of these organizations have substantially greater capital and additional resources, and some entities offer a wider range of financial services. Over the past several years, there has been significant consolidation of firms in the financial services industry, forcing the Partnership to compete with larger firms with greater capital and resources, brokerage volume and underwriting activities, and more competitive pricing. Also, the Partnership continues to compete with a number of firms offering discount brokerage services, usually with lower levels of personalized service to individual clients. With minor exceptions, clientsClients are free to transfer their business to competing organizations at any time, although there may be a fee to do so.

PART I

Competition among financial services firms also exists for financial advisors and other personnel. The Partnership’s continued ability to expand its business and to compete effectively depends on the Partnership’s ability to attract qualified employees and to retain and motivate current employees. If the Partnership’s profitability decreases, then bonuses paid to financial advisors and other personnel, along with profit-sharing contributions, may be decreased or eliminated, increasing the risk that personnel could be hired away by competitors.

17

PART I

Item 1A.  Risk Factors, continued

In addition, during an extended downturn in the economy, there is increased risk the Partnership’s more successful financial advisors may leave because a significant portion of their compensation is variable based on the Partnership’s profitability. Further, the Partnership has recently faced increased competition from larger firms in its non-urban markets, and from a broad range of firms in the urban and suburban markets in which the Partnership competes.

The competitive pressure the Partnership experiences could have an adverse effect on its business, results of operations, financial condition and cash flow. For additional information, see Part I, Item 1—1 – Business Operations—– Business Operations – Competition.

BRANCH OFFICE SYSTEM — —The Partnership’s system of maintaining branch offices primarily staffed by one financial advisor may expose the Partnership to risk of loss or liability from the activities of the financial advisors and to increases in rent related to increased real property values.

Most of the Partnership’s branch offices are staffed by a single financial advisor and a branch office administrator without an onsite supervisor as would be found at broker-dealers with multi-broker branches. The Partnership’s primary supervisory activity is conducted from its home offices. Although this method of supervision is designed to comply with all applicable industry and regulatory requirements, it is possible that the Partnership is exposed to a risk of loss arising from alleged imprudent or illegal actions of its financial advisors. Furthermore, the Partnership may be exposed to further losses if additional time elapses before its supervisory personnel detect problem activity.

The Partnership maintains personal financial and account information and other documents and instruments for its clients at its branch offices, both physically and in electronic format. Despite reasonable precautions, because the branch offices are relatively small and some are in remote locations, the security systems at these branch offices may not prevent theft of such information. If security of a branch is breached and personal financial and account information is stolen, the Partnership’s clients may suffer financial harm and the Partnership could suffer financial harm, reputational damage and regulatory issues.

In addition, the Partnership leases its branch office spaces and a material increase in the value of real property may increase the amount of rent paid, which will negatively impact the Partnership’s profitability.

PART I

INABILITYTO ACHIEVE OURGROWTH RATE — —If the Partnership is unable to fully achieve its goals for hiring financial advisors or the attrition rate of its financial advisors is higher than its expectations, the Partnership may not be able to meet its planned growth rates or maintain its current number of financial advisors.

ItHistorically, during market downturns, it is more difficult for the Partnership to attract qualified applicants for financial advisor positions during market downturns.positions. In addition, the Partnership relies heavily on referrals from its current financial advisors in recruiting new financial advisors. During an economic downturn, current financial advisors can be less effective in recruiting potential new financial advisors through referrals.

18

PART I

Item 1A.  Risk Factors, continued

Regardless of the presence of a market downturn, the Partnership mayhas not behistorically been able to consistently meet its hiringgrowth objectives. For instance,However for 2014, the Partnership has been belowgrew by 842 financial advisors, nearly matching its hiring objectives in 2010 and 2011 and did not achieve its hiring objectives in seven out of the past nine years.annual growth objective. There can be no assurance that the Partnership will be able to hiregrow at desired rates in future periods to achieve its planned growth. In addition, the Partnership may not be able to hire at levels toor maintain its current number of financial advisors.

A significant number of the Partnership’s financial advisors have been licensed as brokers for less than three years. As a result of their relative inexperience, many of these financial advisors have encountered or may encounter difficulties developing or expanding their businesses. Consequently, the Partnership has periodically experienced higher rates of attrition, particularly with respect to the less experienced financial advisors and especially during market downturns. The Partnership generally loses more than half of its financial advisors who have been licensed for less than three years. In the past, theThe Partnership also has experiencedmay experience increased financial advisor attrition due to increased competition from other financial services companies and efforts by those firms to recruit its financial advisors. There can be no assurance that the attrition rates the Partnership has experienced in the past will not continue or increase in the future. In addition, the Partnership raised the performance standards for its financial advisors in 2011, which may attribute to higher attrition for financial advisors unable to meet these performance standards.

Either the failure to achieve hiring goals or an attrition rate higher than anticipated may result in a decline in the revenue the Partnership receives from asset-based fees, commissions and other securities related revenues. As a result, the Partnership may not be able to either maintain its current number of financial advisors or achieve the level of net growth upon which its business model is based and its revenues and results of operations may be adversely impacted.

INCREASED FINANCIAL ADVISOR COMPENSATION —Compensation paid to new financial advisors, as well as current financial advisors participating in a retirement transition plan, could negatively impact the Partnership’s profitability and capital if the increased compensation does not help retain financial advisors.

In order to attract candidates to become financial advisors, in 2011 the Partnership increased the compensation paid toprovides new financial advisors a minimum base compensation during the first three years as a financial advisor. The intent is to attract a greater number of high quality recruits with an enhanced level of base compensation in order to meet the Partnership’s growth objectives.objectives and ability to serve more clients. If the Partnership increases new financial advisor base compensation and does not comparatively increase the level of productivity and retention rate of these financial advisors, then thethis additional compensation could negatively impact the Partnership’s financial performance in future periods.

Additionally, to better transition clients to a new financial advisor when their current financial advisor retires, as well as to retain quality financial advisors until retirement, the Partnership, in certain circumstances, offers individually tailored retirement transition plans to financial advisors. These retirement transition plans may offer increased financial consideration prior to and after retirement for financial advisors who provide client transition services in accordance with a retirement and transition employment agreement. If this increased financial consideration does not increase client asset retention or help to retain quality financial advisors until retirement, the additional financial consideration could negatively impact the Partnership’s profitability and capital in future periods. In addition, the Partnership expects that the retirement transition plans will result in higher financial advisor compensation expense in the future.

19

PART I

LITIGATIONAND REGULATORY INVESTIGATIONSAND PROCEEDINGS — —As a securities firm, the Partnership is subject to litigation involving civil plaintiffs seeking substantial damages and regulatory investigations and proceedings, which have increased over time and are expected to continue to increase even as global market conditions improve.increase.

Many aspects of the Partnership’s business involve substantial litigation and regulatory risks. The Partnership is, from time to time, subject to examinations and informal inquiries by regulatory and other governmental agencies.

Such matters have in the past, and could in the future, lead to formal actions, which may impact the Partnership’s business. In the ordinary course of business, the Partnership also is subject to arbitration claims, lawsuits and other significant litigation such as class action suits. Over time, there has been increasing litigation involving the securities industry, in general, including class action suits that generally seek substantial damages.

The Partnership has incurred significant expenses to defend and/or settle claims in the past. In view of the inherent difficulty of predicting the outcome of such matters, particularly in cases in which claimants seek substantial or indeterminate damages or in actions which are at very preliminary stages, the Partnership cannot predict with certainty the eventual loss or range of loss related to such matters. Due to the uncertainty related to litigation and regulatory investigations and proceedings, the Partnership cannot determine if future litigation will have a material adverse effect on its consolidated financial condition. Such legal actions may be material to future operating results for a particular period or periods. See Part I, Item 3 – Legal Proceedings for more information regarding certain unresolved claims.

RELIANCEON OTRGANIZATIONSHIRD PARTIES —The Partnership’s dependence on third-party organizations exposes the Partnership to disruption if itstheir products and services are no longer offered, supported or develop defects.

The Partnership incurs obligations to its clients which are supported by obligations from firms within the industry, especially those firms with which the Partnership maintains relationships by which securities transactions are executed. The inability of an organization with which the Partnership does a large volume of business to promptly meet its obligations could result in substantial losses to the Partnership.

The Partnership is particularly dependent on Broadridge, which acts as the Partnership’s primary vendor for providing accounting and record-keeping for client accounts in both the U.S. and Canada. The Partnership’s communications and information systems are integrated with the information systems of Broadridge. There are relatively few alternative providers to Broadridge and although the Partnership has analyzed the feasibility of performing Broadridge’s functions internally, the Partnership may not be able to do it in a cost-effective manner or otherwise. The Partnership also utilizes the sub-accounting functionality of The Bank of New York Mellon Corporation (“BNY Mellon”) for mutual fund investments held by the Partnership’s clients. BNY Mellon’s sub-accounting technology solution enables the Partnership to provide fund shareholder recordkeeping services to mutual funds. Consequently, any new computer systems or software packages implemented by Broadridgethese third parties which are not compatible with the Partnership’s systems, or any other interruption or the cessation of service by Broadridgethese third parties as a result of systems limitations or failures, could cause unanticipated disruptions in the Partnership’s business which may result in financial losses and/or disciplinary action by governmental agencies and/or SROs.

20

PART I

CANADIANANADA OPERATIONS — — The Partnership is focusing heavily on efforts,has made, and intends to continue to make, substantial investments to support the potential profitability of its CanadianCanada operations, which have not yet achieved profitability.

The Partnership commenced operations in Canada in 1994 and plans to continue to expand its branch system in Canada. Despite recent improvements in Canadian financial performance, the CanadianCanada operations have operated at a substantial deficit from inception. The Partnership plansintends to make additional investments in its CanadianCanada operations which may be substantial. However, the number of Canadian financial advisors employed by the Partnership has declined since 2009. This decline could affect the ability of the Partnership to reach its profitability goals for the Canadian segment.

In addition, Gary Reamey has decided to retire at the end of 2012 and therefore has stepped down as country leader for Canada effective January 1, 2012, and David Lane has assumed those responsibilities. The Canadian operationsaddress short-term liquidity, capital, or expansion needs, which could be adversely impacted during this transitional period.substantial.

There is no assurance the CanadianCanada operations will ultimately become profitable. For further information on the CanadianCanada operations, see Part II, Item 8 – Financial Statements and Supplementary Data – Note 1715 to the Consolidated Financial Statements.

CAPITAL LRIMITATIONSEQUIREMENTS; UNIFORM NET CAPITAL RULE — —The SEC’s Uniform Net Capital Rule imposes minimum net capital requirements and could limit the Partnership’s ability to engage in certain activities which are crucial to its business.

Adequacy of capital is vitally important to broker-dealers, and lack of sufficient capital may limit the Partnership’s ability to compete effectively. In particular, lack of sufficient capital or compliance with the Uniform Net Capital Rule may limit Edward Jones’ ability to commit to certain securities activities such as underwriting and trading, which require significant amounts of capital, its ability to expand margin account balances, as well as its commitment to new activities requiring an investment of capital. FINRA regulations and the Uniform Net Capital Rule may restrict Edward Jones’ ability to expand its business operations, including opening new branch offices or hiring additional financial advisors. Consequently, a significant operating loss or an extraordinary charge against net capital could adversely affect Edward Jones’ ability to expand or even maintain its present levels of business.

In addition to the regulatory requirements applicable to Edward Jones, EJTC and the CanadianCanada broker-dealer are subject to regulatory capital requirements in the U.S. and in Canada. Failure by the Partnership to maintain the required net capital for any of its subsidiaries may subject it to disciplinary actions by the SEC, FINRA, IIROC, OCC or other regulatory bodies, which could ultimately require its liquidation. In the U.S., Edward Jones may be unable to expand its business and may be required to restrict its withdrawal of subordinated debt and partnership capital in order to meet theits net capital requirements.

LIQUIDITY — —The Partnership’s business in the securities industry requires that sufficient liquidity be available to maintain its business activities, and it may not always have access to sufficient funds.

Liquidity, or ready access to funds, is essential to the Partnership’s business. The currentA tight credit market environment could have a negative impact on itsthe Partnership’s ability to maintain sufficient liquidity to meet its working capital needs. Short termShort-term and long termlong-term financing are two sources of liquidity that could be affected by the currenta tight credit market. AsIn a result of the concerns about the stability of the markets in general, sometight credit market, lenders have reducedmay reduce their lending to borrowers, including the Partnership.

PART I

There is no assurance that financing will be available at attractive terms, or at all, in the future. A significant decrease in the Partnership’s access to funds could negatively affect its business and financial management in addition to its reputation in the industry.

21

PART I

Item 1A.  Risk Factors, continued

Many limited partners subordinated limited partners and general partners have financed the initial and subsequent purchases offinance their Partnership interestpartnership capital contributions by obtaining personal bank loans. Any such bank loan agreement is and will be between the limited partner and the bank. The Partnership performs certain administrative functions for the majority of limited partner bank loans, but does not guarantee thelimited partner bank loans, nor can limited partners pledge their Partnership interestInterests as collateral for the bank loan. Partnersloans. Limited partners who finance all or a portion of their Partnership interestInterests with bank financing or financing from the Partnershiploans may be more likely to request the withdrawal of capital to repay such obligations should the Partnership experience a period of reduced earnings. As a partnership, anyAny withdrawals by general partners, subordinated limited partners or limited partners are subject to the terms of the Partnership Agreement and would reduce the Partnership’s available liquidity and capital.

In 2011, theThe Partnership began makingmakes loans available to those general partners (other than those who are members of the Partnership’s Executive Committee) thatCommittee, which consists of the executive officers of the Partnership and is discussed in Part III, Item 10 – Directors, Executive Officers and Corporate Governance) who require financing for some or all of their individualpartnership capital contributions. Additionally, in limited circumstances, a general partner capital contributions.may withdraw from the Partnership and become a subordinated limited partner while he or she still has an outstanding partnership loan. Loans made by the Partnership to general partners are generally for a period of one year, but are expected to be renewed and bear interest at athe prime rate, as defined in the loan documents. The Partnership recognizes interest income for the interest paid byhas full recourse against any general partners in connection with such loans. General partners borrowing from thepartner that defaults on his or her Partnership are required to repay such loans by applying the majority of earnings received from the Partnership to such loans. As a result,loan obligations. However, there is no assurance that general partner’spartners will be able to repay the interest and/or the principal amount of their partnership loans at or prior to its maturity. If general partners are unable to repay the interest and/or the principal amount of their partnership loans at or prior to maturity, the Partnership could be adversely impacted.

UPGRADEOF TECHNOLOGICAL SYSTEMS — —The Partnership maywill engage in significant technology initiatives in the future which may be costly and could lead to disruptions.

From time to time, the Partnership has engaged in significant technology initiatives and expects to continue to do so in the future. Such initiatives are not only necessary to better meet the needs of the Partnership’s clients, but also to satisfy new industry standards and practices and better secure the transmission of clients’ information on the Partnership’s systems. With any major system replacement, there will be a period of education and adjustment for the branch and home office employees utilizing the system. Following any upgrade or replacement, if the Partnership’s systems or equipment doesdo not operate properly, isare disabled or failsfail to perform due to increased demand (which might occur during market upswings or downturns), or if a new system or system upgrade contains a major problem, the Partnership could experience unanticipated disruptions in service, including interrupted trading, slower response times, decreased client service and client satisfaction, and delays in the introduction of new products and services, any of which could result in financial losses, liability to clients, regulatory intervention or reputational damage. Further, the inability of the Partnership’s systems to accommodate a significant increase in volume of transactions also could constrain its ability to expand its business.

22

PART I

INTEREST RATE ENVIRONMENT—The Partnership’s profitability is impacted by thea low interest rate environment.

The currentA low interest rate environment adversely impacts the interest income the Partnership earns from clients’ margin loans, the investment of excess funds, and securities the Partnership owns, as well as the fees earned by the Partnership through its minority ownership in Passport Research, which is the investment adviser to the Edward Jonestwo money market funds. And, whilefunds made available to the Partnership’s clients. While a low interest rate environment positively impacts the Partnership’s expenses related to liabilities that finance certain assets, such as amounts payable to clients and other interest-bearing liabilities, its interest bearinginterest-bearing liabilities are less impacted by short-term interest rates compared to its interest earning assets, resulting in interest income being more sensitive to the currenta low interest rate environment than interest expense.

CREDIT RISK —The Partnership is subject to credit risk due to the nature of the transactions it processes for its clients.

The Partnership is exposed to the risk that third parties who owe it money, securities or other assets will not meet their obligations. Many of the transactions in which the Partnership engages expose it to credit risk in the event of default by its counterparty or client, such as cash balances held at various major U.S. financial institutions, which typically exceed Federal Deposit Insurance Corporation (“FDIC”) insurance coverage limits. In addition, the Partnership’s credit risk may be increased when the collateral it holds cannot be realized or is liquidated at prices insufficient to recover the full amount of the obligation due to the Partnership. See Part III, Item 710 – Management’s DiscussionDirectors, Executive Officers and Analysis of Financial Condition and Results of Operations,Corporate Governance, for more information about the Partnership’s credit risk.

LACKOF CAPITAL PERMANENCY — — Because the Partnership’s capital is subject to mandatory liquidation either upon the death or withdrawal request of a partner, the capital is not permanent and a significant mandatory liquidation could lead to a substantial reduction in the Partnership’s capital, which could, in turn, have a material adverse effect on the Partnership’s business.

Under the terms of the Partnership Agreement, a partner’s capital balance is liquidated upon death. In addition, partners may request withdrawals of their partnership capital, subject to certain limitations on the timing of those withdrawals. Accordingly, partnershipthe Partnership’s capital is not permanent and is dependent upon current and future partners to both maintain their existing capital investment and make additional capital investmentscontributions in the Partnership. Any withdrawal requests by general partners, subordinated limited partners or limited partners would reduce the Partnership’s available liquidity and capital. The Managing Partner may decline a withdrawal request if that withdrawal would result in the Partnership violating any agreement, such as a loan agreement, or any applicable regulations.

23

PART I

Item 1A.  Risk Factors, continued

Under the terms of the Partnership Agreement, limited partners who request the withdrawal of their capital are repaid their capital in three equal annual installments beginning the monthno earlier than 90 days after their withdrawal request. Thenotice is received by the Managing Partner may, in his discretion, allow a limited partner to withdraw his or her capital in ninety days.Partner. The capital of general partners requesting the withdrawal of capital from the Partnership may be converted to subordinated limited partner capital or, at the discretion of the Managing Partner, redeemed by the Partnership. The withdrawalcapital of subordinated limited partnerpartners requesting withdrawal of their subordinated limited partnership capital is repaid in six equal annual installments beginning the monthno earlier than 90 days after their request for withdrawal.withdrawal is received by the Managing Partner. The Partnership’s Managing Partner has discretion to waive or modify these withdrawal restrictions and to accelerate the return of capital. Liquidations upon the death of a partner are generally required to be made within six months of the date of death. Due to the nature of the liquidation requirements of the capital as set forth in the Partnership Agreement, the Partnership accounts for its capital as a liability, in accordance with GAAP.U.S generally accepted accounting principles (“GAAP”). If the Partnership’s capital declines by a substantial amount due to liquidation or withdrawal, the Partnership may not have sufficient capital to operate or expand its business or to meet withdrawal requests by partners.

PART I

BUSINESSINTERRUPTION ROFISK BUSINESSAND OPERATIONS —Any substantial disruption to the Partnership’s business and operations, including cybersecurity attacks, could lead to significant financial loss to itsthe Partnership’s business and operations, as well as harm relations withthe Partnership’s reputation and client relationships.

The Partnership relies heavily on communications and information systems to conduct its clients.

business. The Partnership’s home office facilities and its existing computer system and network, including its backup systems, are vulnerable to damage or interruption from human error, natural disasters, power loss, sabotage, cybersecurity attacks, computer viruses and other malicious code, intentional acts of vandalism, attempts by others to gain unauthorized access to the Partnership’s information technology system, market disruptions due to third-party technology errors, and similar events. The risk of these types of events occurring has grown recently due to increased use of the internet and mobile devices, as well as increased sophistication of external parties who may attempt to cause harm. While cybersecurity attacks are on the rise, the Partnership has not experienced any material losses relating to cybersecurity attacks or other information security breaches. However, there can be no assurance the Partnership will not suffer such losses in the future. Such an event could substantially disrupt the Partnership’s business by causing physical harm to its home office facilities and its technological systems.systems, jeopardizing the Partnership’s, its clients’ or its third parties’ confidential information, or causing interruptions or malfunctions in the Partnership’s, its clients’ or its third parties’ operations. In addition, the Partnership’s reputation and business may suffer if clients experience data or financial loss from a significant interruption. The Partnership’s primary data center is located in St. Louis, Missouri. interruption or cybersecurity attack.

The Partnership has a data center in Tempe, Arizona, which operates as a secondary data center to its primary data centercenters in St. LouisMissouri and isArizona. These data centers act as disaster recovery sites for each other. While these data centers are designed to enable the Partnership to maintain service duringbe redundant for each other, a system disruption contained in St. Louis. A prolonged interruption of either site might result in a delay in service and substantial additional costs and expenses. While the Partnership has disaster recovery and business continuity planning processes, and interruption and property insurance to mitigate and help protect it against such losses, there can be no assurance that the Partnership is fully protected from such an event. In 2011, the Partnership began re-purposing its secondary data center in Tempe, Arizona, as a processing site for most critical systems such that they could run in St. Louis, Missouri or Tempe, Arizona. The Partnership anticipates that this process will take two to three years to complete.

24

PART I

Item 1A.  Risk Factors, continued

UNDERWRITING, SYNDICATEAND TRADING POSITION RISKS —The Partnership engages in underwriting activities, which can expose the Partnership to material losses and liability.

Participation as a manager or syndicate member in the underwriting of fixed income and equity securities subjects the Partnership to substantial risk. As an underwriter, the Partnership is subject to risk of substantial liability, expense and adverse publicity resulting from possible claims against it as an underwriter under federal and state securities laws. Such laws and regulations impose substantial potential liabilities on underwriters for material misstatements or omissions in the document used to describe the offered securities. In addition, there exists a potential for possible conflict of interest between an underwriter’s desire to sell its securities and its obligation to its clients not to recommend unsuitable securities. There has been an increasing incidence of litigation in these areas. These lawsuits are frequently brought by large classes of purchasers of underwritten securities. Such lawsuits often name underwriters as defendants and typically seek substantial amounts in damages.

Further, as an underwriter, the Partnership may incur losses if it is unable to resell the securities it is committed to purchase or if it is forced to liquidate all or part of its commitment at less than the agreed upon purchase price. In addition, the commitment of capital to an underwriting may adversely affect the Partnership’s capital position and, as such, the Partnership’s participation in an underwriting may be limited by the requirement that it must at all times be in compliance with the SEC’s Uniform Net Capital Rule. In maintaining inventory in fixed income and equity securities, the Partnership is exposed to a substantial risk of loss, depending upon the nature and extent of fluctuations in market prices.

PART I

RISKOF INFLATION — —An increase in inflation could affect securities prices and as a result, the profitability and capital of the Partnership.

Inflation and future expectations of inflation can negatively influence securities prices, as well as activity levels in the securities markets. As a result, the Partnership’s profitability and capital may be adversely affected by inflation and inflationary expectations. Additionally, the impact of inflation on the Partnership’s operating expenses may affect profitability to the extent that additional costs are not recoverable through increased prices of services offered by the Partnership.

TRANSACTION VOLUME VOLATILITY — —Significant increases and decreases in the number of transactions by the Partnership’s clients can have a material negative effect on the Partnership’s profitability and its ability to efficiently process and settle these transactions.

Significant volatility in the number of client transactions may result in operational problems such as a higher incidence of failures to deliver and receive securities and errors in processing transactions, and such volatility may also result in increased personnel and related processing costs. In the past, periods, the Partnership has experienced adverse effects on its profitability resulting from significant reductions in securities sales and likewise, has encountered operational problems arising from unanticipated high transaction volume. The Partnership is not able to control such decreases and increases, and there is no assurance that it will not encounter such problems and resulting losses in future periods.

In addition, significant transaction volume could result in inaccurate books and records, which would expose the Partnership to disciplinary action by governmental agencies and SROs.

25

PART I

Item 1A.  Risk Factors, continued

INVESTMENT ADVISORY ACTIVITIES —The Partnership’s investment advisory businesses may be affected by the investment performance of its portfolios.

Poor investment returns, due to either general market conditions or underperformance (relative to the Partnership’s competitors or to benchmarks) of programs constructed by the Partnership may affect its ability to retain existing assets under care and to attract new clients or additional assets from existing clients. Should there be a reduction in assets under care in programs which generate asset-based fees, the Partnership will experience a decrease in net revenue.

MANAGEMENTOF SUB-ADVISERS —The Partnership’s business may be affected by the heightened regulatory requirements it faces as a result of managing sub-advisers.

Serving as an investment adviser to proprietary mutual funds subjects the Partnership, through its ownership of OLV, the investment adviser to current and future mutual funds of the Trust, to additional operational risk and heightened regulatory requirements.

RISKS RELATED TO AN INVESTMENT IN LIMITED PARTNERSHIP INTERESTS (“INTERESTS”)

HOLDING COMPANY — JFC is a holding company; as a consequence, JFC’s ability to satisfy its obligations under the Partnership Agreement will depend in large part on the ability of its subsidiaries to pay distributions or dividends to JFC, which is restricted by law and contractual obligations.

Since JFC is a holding company, the principal sources of cash available to it are distributions or dividends from its subsidiaries and other payments under intercompany arrangements with its subsidiaries. Accordingly, JFC’s ability to generate the funds necessary to satisfy its obligations with respect to the Interests, including the 7.5% “guaranteed payment” (for tax purposes, within the meaning of the Internal Revenue Code)Code of 1986, as amended (the “IRC”)) to limited partners pursuant to Section 3.3 of the Partnership Agreement (the “7.5% Payment”), will be dependent on distributions, dividends, and intercompany payments from its subsidiaries, and if those sources are insufficient, JFC may be unable to satisfy such obligations.

JFC’s principal operating subsidiaries, including Edward Jones, are subject to various statutory and regulatory restrictions applicable to broker-dealers generally that limit the amount of cash distributions, dividends, loans and advances that those subsidiaries may pay to JFC. Regulations relating to capital requirements affecting some of JFC’s subsidiaries also restrict their ability to pay distributions or dividends and make loans to JFC. See “Business—Regulation”.

PARTPart I,

Item 1 – Business – Regulation for a discussion of these requirements.

In addition, JFC’s subsidiaries may be restricted under the terms of their financing arrangements from paying distributions or dividends to JFC, or may be required to maintain specified levels of capital. Moreover, JFC or its subsidiaries may enter into financing arrangements in the future which may include additional restrictions or debt covenant requirements further restricting distributions to JFC, which may impact JFC’s ability to make distributions to its limited partners.

26

PART I

Item 1A.  Risk Factors, continued

ASVAILABILITYUFFICIENCYOF DISTRIBUTIONSTO REPAY FINANCING —Limited partners may finance their purchase of the Interests with a bank loan, but theloan. The Partnership does not guarantee those loans and distributions may be insufficient to pay the interest or principal on the loans.

Many limited partners finance the purchases of their Interests by obtaining personal bank loans. Any such bank loan agreement is between the limited partner and the bank. The Partnership performs certain administrative functions for the majority of limited partner bank loans, but does not guarantee the bank loans, nor can limited partners pledge their Partnership interestInterests as collateral for the bank loan. Limited partners who have chosen to finance a portion of the purchase price of their Interests assume all risks associated with the loan, including the legal obligation to repay the loan.

There is no assurance that distributions from the Partnership will be sufficient to pay the interest on a limited partner’s loan or repay the principal amount of the loan at or prior to its maturity. There also can be no assurance that such distributions will be sufficient to pay all income taxes due each year arising from the Interests. Furthermore, in the event the Partnership experiences a loss which leads to its liquidation, there is no assurance there will be sufficient capital available to distribute to the limited partners for the repayment of any loans.

STATUS AS PARTNER FOR TAX PURPOSESAND TAX RISKS —Limited partners will be subject to income tax liabilities on the Partnership’s income, whether or not income is distributed, and may have an increased chance of being audited. Limited partners may also be subject to passive loss rules as a result of their investment.

Limited partners will be required to file tax returns and pay income tax in each jurisdiction in which the Partnership operates, as well as in the limited partner’s state of residence or domicile. Limited partners will be liable for income taxes on their pro rata share of the Partnership’s taxable income. The amount of income the limited partner pays tax on can significantly exceed the net income earned on the Interests and the income distributed to such limited partner, which results in a disproportionate share of income being used to pay taxes. The Partnership’s income tax returns may be audited by government authorities, and such audit may result in the audit of the returns of the limited partners (and, consequently, an amendment of their tax returns). In addition, from time to time, legislative changes to the IRC or state laws may be adopted that could increase the tax rate applicable to the limited partners’ net income earned and/or subject the net income earned to additional taxes currently not applicable.

A limited partner’s share of the Partnership’s income or losses could be subject to the passive loss rules. Under specific circumstances, certain income may be classified as portfolio income or passive income for purposes of the passive loss rules. In addition, under certain circumstances, a limited partner may be allocated a share of the Partnership’s passive losses, the deductibility of which will be limited by the passive loss rules.

POSSIBLE TAX LAW CHANGES–From time to time, legislative changes to the IRC or state laws may be adopted that could increase the tax rate applicable to the limited partners’ net income earned and/or subject the net income earned to additional taxes currently not applicable.

Congress may enact legislation that subjects a limited partner’s share of the Partnership’s taxable income to self-employment tax. Such legislation, if ever enacted, may substantially reduce a limited partner’s after-tax return from his or her Interest. Other tax law changes may substantially impact a limited partner’s Interest and cannot be predicted.

27

PART I

Item 1A.  Risk Factors, continued

NON-VOTING INTERESTS; NON-TRANSFERABILITY OFOF INTERESTS; ABSENCE OFOF MARKET;, PRICE FOR INTERESTS — —The Interests are non-voting and non-transferable, no market for the Interests exists or is expected to develop, and the price only represents book value.

None of the limited partners in their capacity as limited partners may vote or otherwise participate in the management of the Partnership’s business. The Managing Partner has the authority to amend the Partnership Agreement without the consent of the limited partners, subordinated limited partners or general partners. None of the limited partners may sell, pledge, exchange, transfer or assign their Interests without the express written consent of the Managing Partner (which is not expected to be given).

Because there is no market for the Interests, there is no fair market value for the Interests. The price ($1,000 per Interest) at which the Interests were offered represents the book value of each Interest. TheCapital could decline to a point where the book value of the Interests could be less than the price paid, if the capital of the general partners and subordinated limited partners was reduced to zero as a result of losses incurred by the Partnership.paid.

RISK OFOF DILUTION — —The Interests may be diluted from time to time, which could lead to decreased returns to the limited partners.

The Managing Partner has the ability, in his or her sole discretion, to issue additional Interests or Partnership capital. The Partnership filed a Registration Statement on Form S-8 with the SEC on January 17, 2014, to register $350 million of Interests pursuant to the Partnership’s 2014 Employee Limited Partnership Interest Purchase Plan (“2014 LP Offering”). On January 2, 2015, the Partnership issued $292 million of Interests in connection with the 2014 LP Offering. The remaining $58 million of Interests may be issued at the discretion of the Partnership in the future. The issuance of Interests will reduce the percentage of participation in net income by general partners, subordinated limited partners and pre-existing limited partners.

Any additionissuance of newadditional Interests will decrease the Partnership’s net interest income by the 7.5% PaymentsPayment for any such additional Interests, and holders of existing Interests may suffer decreased returns on their investment because the amount of the Partnership’s net income they participate in may be reduced as a consequence. Additionally,Accordingly, the issuance of Interests will reduce the Partnership’s net interest income and profitability beginning in 2015.

In 2014, the Partnership retains approximately 23%retained 13.8% of the general partners’ net income (as defined in the Partnership Agreement) as capital which is credited monthly to the general partners’ Adjusted Capital Contributions (as defined in the Partnership Agreement). Beginning in 2011, the Partnership decreased the amount ofRetention for 2015 is expected to remain at a similar level as 2014. Such retention, to approximately 23% from 28% of net income allocated to general partners.

PART I

Such contributions, along with any additional capital contributions by general partners, will reduce the percentage of participation in net income by limited partners. There is no requirement to retain a minimum amount of general partners’ net income, and the percentage of retained net income could change at any time in the future. In accordance with the Partnership Agreement, the percentage of income allocated to limited partners is reset annually and the amount of retained general partner income and any additional issuance of general partnership capital reduces the income allocated to limited partners.

28

PART I

Item 1A.  Risk Factors, continued

LIMITATION OFOF LIABILITY; INDEMNIFICATION — —The Partnership Agreement limits the liability of the Managing Partner and general partners by indemnifying them under certain circumstances, which may limit a limited partner’s rights against them and could reduce the accumulated profits distributable to limited partners.

The Partnership Agreement provides that none of the general partners, including the Managing Partner, will be liable to any person for any acts or omissions by such partner on behalf of the Partnership (even if such action, omission or failure constituted negligence) as long as such partner has (a) not (a) committed fraud, (b) acted or failed to act in subjective good faith or in a manner which involveddid not involve intentional misconduct or a knowing violation of law or which was not grossly negligent, or (c) not derived improper personal benefit.

The Partnership also must indemnify the general partners, including the Managing Partner, from any claim in connection to acts or omissions performed in connection with the business of the Partnership and from costs or damages stemming from a claim attributable to acts or omissions by such partner unless such act was not in good faith on behalf of the Partnership, was not in a manner reasonably believed by the partner to be within the scope of his or her authority, nor in the best interests of the Partnership. The Partnership does not have to indemnify any general partner in instances of fraud, acts or omissions not in good faith or which involve intentional misconduct, a knowing violation of the law, or gross negligence, or where such partner derived improper personal benefit.

As a result of these provisions, the limited partners will have more limited rights against such partners than they would have absent the limitations in the Partnership Agreement. Indemnification of the general partners could deplete the Partnership’s assets unless the indemnification obligation is covered by insurance, which the Partnership may or may not obtain, or which insurance may not be available at a reasonable price or at all or in an amount sufficient to cover the indemnification obligation. The Partnership Agreement does not provide for indemnification of limited partners.

29

PART I

Item 1A.  Risk Factors, continued

RISK OF LOSS—The Interests are equity interests in the Partnership. As a result, and in accordance with the Partnership Agreement, the right of return of a limited partner’s Capital Contribution (as defined in the Partnership Agreement) is subordinate to all existing and future claims of the Partnership’s general creditors, including any of its subordinated creditors.

In the event of a partial or total liquidation of the Partnership or in the event there were insufficient Partnership assets to satisfy the claims of its general creditors, the limited partners may not be entitled to receive their entire Capital Contribution amounts back. Limited partner capital accounts are not guaranteed. However, as a class, the limited partners would be entitled to receive their aggregate Capital Contributions back prior to the return of any capital contributions to the subordinated limited partners or the general partners. If the Partnership suffers losses in any year but liquidation procedures described above are not undertaken and the Partnership continues, the amounts of such losses would be absorbed in the capital accounts of the partners as described in the Partnership Agreement, and each limited partner in any event remains entitled to receive annual 7.5% Payments on his or her contributed capital under the terms of the Partnership Agreement. However, as there would be no accumulated profits in such a year, limited partners would not receive any sums representing participation in net income of the Partnership. In addition, although the amount of such annual 7.5% Payments to limited partners are charged as an expense to the Partnership and are payable whether or not the Partnership earns any accumulated profits during any given period, no reserve fund has been set aside to enable the Partnership to make such payments. Therefore, such payments to the limited partners are subject to the Partnership’s ability to service this annual 7.5% Payment, of which there is no assurance.

FOREIGN EXCHANGE RISK FOR CANADIAN RESIDENTS — Each foreign limited partner has the risk that he or she will lose value on his or her investment in the Interests due to fluctuations in the applicable exchange rate; furthermore, foreign limited partners may owe tax on a disposition of the Interests solely as the result of a movement in the applicable exchange rate.

All investors purchase Interests using U.S. dollars. As a result, limited partners who reside in Canada may risk having the value of their investment, expressed in Canadian currency, decrease over time due to movements in the applicable currency exchange rates. Accordingly, such limited partner may have a loss upon disposition of his or her investment solely due to a downward fluctuation in the applicable exchange rate.

30

PART I

Item 1A.  Risk Factors, continued

In addition, changes in exchange rates could have an impact on Canadian federal income tax consequences for a limited partner, if such limited partner is a resident in Canada for purposes of the Income Tax Act (Canada). The disposition by such limited partner of an Interest, including on and as a result of the withdrawal of the limited partner or the Partnership’s dissolution, may result in the realization of a capital gain (or capital loss) by such limited partner. The amount of such capital gain (or capital loss) generally will be the amount, if any, by which the proceeds of disposition of such Interest, less any reasonable costs of disposition, each expressed in Canadian currency using the exchange rate on the date of disposition, exceed (or are exceeded by) the adjusted cost base of such Interest, expressed in Canadian currency using the exchange rate on the date of each transaction that is relevant in determining the adjusted cost base. Accordingly, because the exchange rate for those currencies may fluctuate between the date or dates on which the adjusted cost base of a limited partner’s Interest is determined and the date on which the Interest is disposed of, a Canadian-resident limited partner may realize a capital gain or capital loss on the disposition of his or her Interest solely as a result of fluctuations in exchange rates.

None.

The Partnership primarily conducts its U.S. home office operations from two campus locations in St. Louis, Missouri and one campus location in Tempe, Arizona. As of December 31, 2011,2014, the Partnership’s U.S. home office consisted of 1815 separate buildings totaling approximately 2.0 million square feet.

Of the 1815 U.S. home office buildings, two buildings areone building is leased through an operating lease and the remaining 1614 are owned by the Partnership. The land for the Tempe, Arizona campus is leased. In addition, the Partnership leases its CanadianCanada home office facility in Mississauga, Ontario through an operating lease. The Partnership also maintains facilities in 11,40812,016 branch locations as of December 31, 2011,2014, which are located in the U.S. and Canada and are predominantly rented under cancelable leases. See Part II, Item 8 – Financial Statements and Supplementary Data – Notes 1513 and 1816 to the Consolidated Financial Statements for information regarding non-cancelable lease commitments and related party transactions, respectively.

31

PART I

In the normal course of business, the Partnership is named, from time to time, as a defendant in various legal actions, including arbitrations, class actions and other litigation. Certain of these legal actions may include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. The Partnership is involved, from time to time, in various legal matters, including arbitrations, class actions, other litigation, and investigations and proceedings by governmental organizations and SROs, certain of which may result in adverse judgments, fines or penalties.SROs.

LyondellCountrywide.. In October 2010, There have been five cases filed against Edward Weisfelner, as trustee (“Trustee”) of a trust createdJones (in addition to numerous other issuers and underwriters) asserting various claims under the bankruptcy planU.S. Securities Act of 1933 (the “Securities Act”) in connection with registration statements and prospectus supplements issued for certain mortgage-backed certificates issued between 2005 and 2007.

Three of these cases were purported class actions (David H. Luther, et al. v. Countrywide Financial Corporation, et al. filed in 2007 in the Superior Court of the State of California, County of Los Angeles;Maine State Retirement System, et al. v. Countrywide Financial Corporation, et al. filed in 2010 in the U.S. District Court for the reorganization for Lyondell Chemical Company (“Lyondell”)Central District of California; and various affiliates,Western Conference of Teamsters Pension Trust Fund v. Countrywide Financial Corporation, et al. filed suit (the “First Lyondell Complaint”)in 2010 in the Superior Court of the State of California, County of Los Angeles) filed against numerous brokerage firmsissuers and banks,underwriters, including Edward Jones. The case was subsequently removed toplaintiffs sought compensatory damages and reasonable costs and fees, including attorneys’ and experts’ fees. The U.S. BankruptcyDistrict Court for the SouthernCentral District of New York (“SDNY”).California granted final approval of a settlement for these three cases on December 6, 2013, and dismissed the cases on December 17, 2013. The lawsuit challengesapproved settlement is not expected to have a 2007 leveraged buyoutmaterial adverse impact on the Partnership’s consolidated financial condition. On January 14, 2014, some objectors to the settlement filed a notice of Lyondell. Plaintiffs allege thatappeal of the payments made to former Lyondell shareholders for their stock were constructiveCourt’s final judgment and intentional fraudulent transfers. Edward Jones’ customers received approximately $7 milliondismissal, and the appeal is currently pending in the U.S. Court of Appeals for the Lyondell shares held atNinth Circuit.

On August 10, 2012, the FDIC, in its capacity as receiver for Colonial Bank, filed a separate lawsuit (FDIC v. Countrywide Securities Corporation, Inc., et al.) in the U.S. District Court for the Central District of California against numerous issuers and underwriters, including Edward Jones. InThe plaintiff sought compensatory damages and attorneys’ fees and costs. On April 8, 2013, the Court dismissed this case based on statute of limitations grounds. The FDIC filed a notice of appeal of the Court’s dismissal on October 3, 2013, and the appeal is currently pending in the U.S. Court of Appeals for the Ninth Circuit.

On December 12, 2013, a case was filed in the Superior Court of 2010,the State of California, County of Los Angeles, Northwest District (Triaxx Prime CDO 2006-1 LTD et al. v. Banc of America Securities, LLC et al.) that involved allegations regarding the sale of tranches of Countrywide Private Label Mortgage Backed Securities. The plaintiffs sought damages in an amount that was to be determined at trial and the consideration paid for the tranches at issue, less any income received on the tranches. The defendants removed the case to the U.S. District Court for Central District of California on January 10, 2014. A settlement was reached between the parties, and the case was dismissed with prejudice, by court order on October 1, 2014. The settlement does not have a material adverse impact on the Partnership’s consolidated financial condition.

32

PART I

Item 3.  Legal Proceedings, continued

Daniel Ezersky, individually and on behalf of all others similarly situated. On March 14, 2013, Edward Jones was served withnamed as a second Lyondell related complaint (the “Second Lyondell Complaint”), broughtdefendant in U.S. Bankruptcya putative class action lawsuit in the Circuit Court of St. Louis County, Missouri. The petition alleged that Edward Jones breached its fiduciary duties and was unjustly enriched through the use of an online life insurance needs calculator that plaintiff claims inflated the amount of insurance he needed. The plaintiff sought damages on behalf of Missouri residents who purchased certain life insurance products from Edward Jones between March of 2008 and the present, including: actual damages, or alternatively, judgment in an amount equal to profits gained from the sale of term, whole life or universal life insurance to plaintiff/damages class; punitive damages; injunctive relief; costs, including reasonable fees and expert witness expenses; and reasonable attorneys’ fees. On August 18, 2014, Edward Jones filed a motion for the SDNYsummary judgment, which was subsequently granted by the same Trustee acting forCourt. Plaintiff filed a different trust created undernotice of appeal on December 10, 2014, and the Lyondell bankruptcy reorganization plan. This complaint also asserts fraudulent transfer claims, seeks similar relief, and names many of the same defendants as foundappeal is currently pending in the original Lyondell matter, including Edward Jones. InMissouri Court of Appeals, Eastern District.

Nicholas Maxwell, individually and on behalf of all others similarly situated. On December 2011,18, 2012, Edward Jones was dismissed from the First Lyondell Complaint without prejudice upon the filingnamed as a defendant in a putative class action complaint in Alameda Superior Court. The complaint asserted causes of an amended claimaction for unlawful wage deductions (Labor Code sections 221, 223, 400-410, 2800, 2802, Cal. Code Reg. title 8, section 11040(8)); California Unfair Competition Law violations (Business and Professions Code sections 17200-04); and waiting time penalties (Labor Code sections 201-203). Plaintiff alleged that removed Edward Jones asimproperly charged its California financial advisors fees, costs, and expenses related to trading errors or “broken” trades and failed to timely pay wages at termination. The parties reached a named defendant. Edward Jonessettlement, and the Court granted final approval of the settlement on September 22, 2014. A compliance hearing was dismissed fromheld on January 8, 2015, and the Second Lyondell Complaint, without prejudice,case is now closed. The settlement did not have a material adverse impact on February 28, 2012.the Partnership’s consolidated financial condition.

Tribune. In August 2011, retirees of Times Mirror/Tribune Company filed suit in the U.S. District Court for the SDNYSouthern District of New York (“SDNY”) against numerous brokerage firms and banks, including Edward Jones, claiming that a fraudulent transfer occurred during the 2007 Times Mirror/Tribune Company merger. Plaintiffs allege that payments made to Tribune Company shareholders, of which Edward Jones’ customers received approximately $6.5 million, constituted fraudulent transfers. The case is now stayed at the request of the parties. In January 2012, a second but related lawsuit was filed in Illinois state court against numerous brokerage firms and banks, including Edward Jones, regarding the same 2007 Tribune leveraged buyout. The lawsuit was brought on behalf of a number of investment entities, who claim that the payments made to former shareholders constituted fraudulent transfers. The case has been stayed atconsolidated in the request of the plaintiffs. The Illinois case was recently removed to U.S. District Court for the Northern DistrictSDNY along with a number of Illinois.similar cases as part of the multi-district litigation process. The case is pending.

33

PART I

Item 3.  Legal Proceedings, continued

CountrywideIn the Matter of Edward D. Jones & Co., L.P. Municipal Bond Pricing.. Two matters (David H. Luther, et al. v. Countrywide Financial Corporation, et al. and Maine State Retirement System, et al. v. Countrywide Financial Corporation, et al.) were filed in 2007 and 2010. Both cases are purported class actions in which plaintiffs allege against numerous issuers and underwriters, including On April 27, 2012, the SEC’s Division of Enforcement informed Edward Jones certainthat it had commenced an investigation into Nebraska Public Power District’s (“NPPD”) Taxable Build America Bonds (“BAB”), which formed part of NPPD’s 2009 General Revenue Bonds offering. Edward Jones was a co-manager of that offering. The SEC’s investigation inquired into whether Edward Jones and others may have engaged in possible violations of the Securities Act, the Securities Exchange Act of 19331934, as amended (the “Securities“Exchange Act”) in connection with registration statements, and prospectus supplementsMunicipal Securities Rulemaking Board Rules. In January 2013, the SEC commenced an investigation that subsumed the one just described, relating more generally to municipal bond pricing at issuance and inquiring into the same types of possible violations. In August 2013, the SEC’s Division of Enforcement informed Edward Jones that it was requesting certain additional information growing out of a 2010 examination conducted by the SEC’s Office of Compliance Inspections and Examinations relating to the firm’s secondary trading of municipal bonds. On October 30, 2013, the Special Inspector General for the Troubled Asset Relief Program issued fora subpoena to Edward Jones requesting documents relating to certain mortgage-backed certificates between January 2005BAB transactions and June 2007. Defendants filed a demurrerinformed Edward Jones that it is in theLuther case that is scheduled to be argued later in 2012 in California state court. Plaintiffs seek unspecified compensatory damages, attorneys’ fees, costs, expenses and rescission. Separate plaintiffs filed a consolidated class action complaint in theMaine State Retirement System case in California federal court in July 2010. In November 2010, the court dismissed all process of plaintiffs’ claims to the extent they related to any certificates for which Edward Jones acted as dealer and directed plaintiffs to amend their complaint.

PART I

Thus, although Edward Jones could be a party to any potential appeal, there are no claims currently pending against Edward Jones in theMaine State Retirement System Case. On November 17, 2010, a third matter was filed in California state court,Western Conference of Teamsters Pension Trust Fund v. Countrywide Financial Corporation, et al., purporting to re-assert claims that were dismissed in theMaine State Retirement case. That case has been stayed by agreement of the parties.

Lehman Brothers. In 2008, numerous plaintiffs filed class and individual actions in state and federal courts related to the issuance of various securities by Lehman Brothers Holdings Inc. (“Lehman Brothers”). The actions primarily allege violations of the Securities Act and certain state law claims, and name several dozen purported underwriters as defendants, as well as numerous former officers and directors of Lehman Brothers and Lehman Brothers’ former auditor. All ofreviewing these actions were ultimately removed and/or transferred to the SDNY, where they were consolidatedissues. Consistent with a class action brought by lead plaintiffs. The consolidated class action complaint asserts claims against Edward Jones under section 11 of the Securities Act in connection with two offerings of Lehman bonds in 2008. Various underwriter defendants, including Edward Jones, settled in principle the claims as against them. In December 2011, an order was entered preliminarily certifying a settlement class. The settlement is subject to court approval after notice to class members and applies only to the claims brought by lead plaintiffs.

its practice, Edward Jones is a defendantcooperating fully with the SEC in three additional actions relatedan effort to resolve the matter and with the Special Inspector General with respect to its underwriting of Lehman Brothers notes that are pending in the SDNY. Two of the suits are putative class action suits originally brought by plaintiffs in state court in Arkansas (the “Arkansas Plaintiffs”), which assert Securities Act claims based upon two offerings of Lehman Brothers’ notes in 2007. The third suit was amended in October 2011investigation. No assurance can be given as to assert a Section 11 claim against Edward Jones related to three offerings of Lehman bonds in January and February 2008. Plaintiff alleges to have purchased $3 million of securities inhow or when these offerings, but did not make any of these purchases through Edward Jones. Collectively, these actions name several other purported underwriters as defendants, as well as numerous former officers and directors of Lehman Brothers and Lehman Brothers’ former auditor. On January 6, 2012, Edward Jones and other defendants moved to dismiss these actions and strike the class claims brought by the Arkansas Plaintiffs. The motions were fully briefed as of March 5, 2012.

Yavapai County Litigation. In September 2009, three lawsuits were filed in the State of Arizona; all three lawsuits were consolidated and are pending before the United States District Court for the State of Arizona. The actions relate to bonds underwritten by Edward Jones and other brokerage firms for the purpose of financing construction of an event center in Prescott Valley, Arizona. Edward Jones sold approximately $2.9 million of the bonds. The plaintiffs allege the underwriters, including Edward Jones, made material misrepresentations and omissions in the Preliminary Official Statementmatters will be resolved and/or in the Official Statement. One of the matters was filed as a putative class action in which the plaintiffs seek to represent all purchasers of the issued bonds. Allstate is suing as a purchaser of the bonds and Wells Fargo filed a separate action as indenture trustee on behalf of all bond holders. The Court entered an order in November, 2010 dismissing several of the claims against Edward Jones, including all claims brought on behalf of the class. The remaining claims against Edward Jones stem from allegations that defendants violated certain state securities acts and committed common law torts. Plaintiffs are seeking an unspecified amount of damages including attorneys’ fees, costs, expense, rescission or statutory damages, out-of-pocket damages and prejudgment interest. In 2011, Edward Jones filed a Third-Party Complaint and Counterclaim against Wells Fargo Bank, N.A., solely in its capacity as Indenture Trustee, asserting claims for negligent misrepresentation based on Wells Fargo’s involvement with the bond documents and Official Statement.concluded.

PART I

FINRA Fixed-Income Trading Matter. In the fall of 2007, FINRA began investigating Edward Jones’ trading activity in fixed-income securities during the period from January 1, 2004 through December 31, 2004. FINRA alleged that 31 of those trades were not priced as favorably as possible under prevailing market conditions, in violation of NASD Rules 2110 and 2320. FINRA also alleged that Edward Jones’ written supervisory procedures concerning best execution of fixed-income transactions in place in 2004 were inadequate, in violation of NASD Rules 2110 and 3010. Edward Jones furnished a written submission to FINRA in response to these allegations and is currently in discussions with FINRA to resolve this matter.

FINRA Municipal Bond Matter. In early 2010, FINRA began investigating five identified municipal bond transactions that occurred from January 1, 2008 to March 31, 2008. In May 2011, FINRA asked Edward Jones whether it wished to submit a written submission in connection with the pricing of the bonds, and Edward Jones furnished a written submission to FINRA. Edward Jones is currently in discussions with FINRA to resolve this matter.

FINRA Municipal Securities Matter. By letter dated June 1, 2010, FINRA advised Edward Jones it had made a preliminary determination to recommend a disciplinary action based on a review of five transactions during the period April 1, 2007, through June 30, 2007. FINRA alleged Edward Jones purchased municipal securities for its own account for a customer or sold municipal securities for its own account to a customer at an aggregate price (including mark-down and mark-up) that was not fair and reasonable, taking into consideration all relevant factors in violation of MSRB Rules G-17 and G-30(a). Edward Jones furnished a written submission to FINRA in response to these allegations and is currently in discussions with FINRA to resolve this matter.

FINRA Short-Interest Reporting Matter. By letter dated June 1, 2010, FINRA advised Edward Jones it had made a preliminary determination to recommend disciplinary action based on a review of Edward Jones’ short-interest reporting for the period July 31, 2007, through February 27, 2009. FINRA alleged the conduct was in violation of NASD Rule 3360 or FINRA Rule 4560, and NASD Rules 2110 and 3010. Edward Jones furnished a written submission to FINRA in response to these allegations and is currently in discussions with FINRA to resolve this matter.

FINRA Investigation. FINRA is investigating the activities of two former financial advisors who introduced and/or solicited clients to invest in an outside business venture. Edward Jones terminated both financial advisors and has settled with identified clients whose losses total approximately $2 million. State and federal authorities are investigating the two above-referenced financial advisors, but Edward Jones is not aware of any such investigation into the firm.

Missouri Investigation. The State of Missouri opened an investigation into the activities of a former financial advisor for allegedly misappropriating customer funds. Edward Jones terminated the financial advisor, who pled guilty to criminal charges. Edward Jones identified the clients involved and paid restitution totaling approximately $750,000 to those individuals. The State of Missouri opened an investigation, which has been inactive since 2010.

None.

Not applicable.

34

PART II

There is no established public trading market for the Partnership’s limited partnership and subordinated limited partnership interests and their assignment or transfer is prohibited. As of February 24, 2012,27, 2015, the Partnership was composed of 14,41620,257 limited partners and 280364 subordinated limited partners.

On January 2, 2015, the Partnership issued an aggregate of $4,538,500 of Interests to certain retired general partners of JFC and retired associates of Edward Jones for aggregate consideration of $4,538,500 in a private placement in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The Partnership obtained representations from each investor that such investor was either an accredited investor or has such knowledge and experience in financial and business matters that such investor was capable of evaluating the merits and risks of the investment.

The following information sets forth, for the past five years, selected financial data determined from the audited financial statements.

All information included in the Annual Report on Form 10-K is presented on a continuing operations basis unless otherwise noted.

Summary Consolidated Statements of Income Data:

(All dollars in millions, except per unit information and units outstanding)