Exhibit 10.1
EXECUTION COPY
CREDIT AGREEMENT
dated as of
October 8, 2004
among
WADDELL & REED FINANCIAL, INC.,
The Lenders Party Hereto,
and
JPMORGAN CHASE BANK,
as Administrative Agent
BANK OF AMERICA, N.A.,
as Syndication Agent
$200,000,000 REVOLVING CREDIT AND COMPETITIVE ADVANCE FACILITY
J.P. MORGAN SECURITIES INC.
and
BANC OF AMERICA SECURITIES LLC,
as Lead Arrangers and Book Managers
2
Table of Contents
THIS CREDIT AGREEMENT is entered into as of October 8, 2004, among Waddell & Reed Financial, Inc. (the “Borrower”), the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and each individually, a “Lender”), and JPMORGAN CHASE BANK (“JPMorgan”), as administrative agent for the Lenders (herein in such capacity, together with any successors thereto in such capacity, the “Administrative Agent”).
W I T N E S S E T H:
1. The Borrower is party to the Credit Agreement (the “Existing Credit Agreement”) created by that certain Termination and Replacement Agreement, dated as of October 10, 2003, among the Borrower, certain financial institutions and the Administrative Agent.
2. The Borrower, the Lenders and the Administrative Agent desire to replace the Existing Credit Agreement with this Agreement upon and subject to the terms and conditions hereinafter set forth.
The parties hereto agree as follows:
Definitions
SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:
“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.
“Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.
“Administrative Agent” means JPMorgan Chase Bank, in its capacity as administrative agent for the Lenders hereunder.
“Administrative Questionnaire” means an administrative questionnaire in a form supplied by the Administrative Agent.
“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.
“Aggregate Revenue Base” means the sum of Revenue Bases for all W&R Funds and for all other assets managed by the Borrower or any Subsidiary of the Borrower for other entities.
“Agreement” means this Credit Agreement, as amended, supplemented or otherwise modified from time to time.
“Alternate Base Rate” means, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day, or (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.
“Applicable Percentage” means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments.
“Applicable Rate” means, for any day, with respect to any ABR Loan or Eurodollar Loan, or with respect to the facility fees payable hereunder, as the case may be, the applicable rate per annum determined pursuant to the Pricing Grid attached hereto as Annex A; provided that, in the case of the Term Loans, each of such rates payable shall be increased by the rate of 0.25% per annum.
“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity that administers or manages a Lender.
“Assignment and Acceptance” means an assignment and acceptance entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.
“Availability Period” means the period from and including the Effective Date to but excluding the earlier of the Revolving Credit Termination Date or the date of termination of the Commitments.
“Board” means the Board of Governors of the Federal Reserve System of the United States of America.
“Borrower” means Waddell & Reed Financial, Inc., a Delaware corporation.
“Borrowing” means (a) Revolving Loans or Term Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect, or (b) a Competitive Loan or group of Competitive Loans of the same Type made on the same date and as to which a single Interest Period is in effect.
“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed;
2
provided that, when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.
“Capital Expenditures” means, for any period, with respect to any Person, the aggregate of all expenditures by such Person and its Subsidiaries for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) that should be capitalized under GAAP on a consolidated balance sheet of such Person and its Subsidiaries.
“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.
“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.
“Change in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934, as amended, and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof) other than the Borrower, of shares representing more than 25% of the aggregate ordinary voting power represented by the issued and outstanding capital stock of the Borrower, (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Borrower by Persons who were neither (i) nominated by the board of directors of the Borrower nor (ii) appointed by directors so nominated, or (c) the acquisition of direct or indirect Control of the Borrower by any Person or group.
“Change in Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or, (c) compliance by any Lender (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.
“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Term Loans or Competitive Loans.
“Closing Date” means the date on which the conditions precedent set forth in Section 4.01 shall have been satisfied, which date is October 8, 2004.
“Code” means the Internal Revenue Code of 1986, as amended from time to time.
3
“Commitment” means, with respect to each Lender, the commitment of such Lender to make Revolving Loans and Term Loans hereunder, expressed as an amount representing the maximum aggregate outstanding principal amount of such Lender’s Revolving Loans and Term Loans hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.09, (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04, and (c) increased from time to time pursuant to Section 2.20. The initial amount of each Lender’s Commitment is set forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Lender shall have assumed its Commitment, as applicable, and the initial aggregate amount of the Commitments of the Lenders (as set forth on Schedule 2.01) is $200,000,000.
“Commitment Utilization Percentage” means, on any day, the percentage equivalent of a fraction (a) the numerator of which is the sum of the aggregate outstanding principal amount of Loans, and (b) the denominator of which is the aggregate amount of the Commitments (or, on any day after termination of the Commitments, the aggregate amount of the Commitments in effect immediately preceding such termination).
“Competitive Bid” means an offer by a Lender to make a Competitive Loan in accordance with Section 2.06.
“Competitive Bid Rate” means, with respect to any Competitive Bid, the Margin or the Fixed Rate, as applicable, offered by the Lender making such Competitive Bid.
“Competitive Bid Request” means a request by the Borrower for Competitive Bids in accordance with Section 2.06.
“Competitive Loan” means a Loan made pursuant to Section 2.06.
“Confidential Information Memorandum” means the Confidential Information Memorandum dated September 2004 and furnished to the Lenders.
“Consolidated EBITDA” means, for any period, Consolidated Net Income for such period plus, without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period, the sum of (a) income tax expense, (b) interest expense, amortization or writeoff of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including the Loans), (c) depreciation and amortization expense, (d) amortization of intangibles (including, but not limited to, goodwill) and organization costs, (e) any extraordinary, unusual or non-recurring non-cash expenses or losses (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, non-cash losses on sales of assets outside of the ordinary course of business), provided, that the amounts referred to in this clause (e) shall not, in the aggregate, exceed $1,000,000 for any fiscal year of the Borrower, and (f) any other non-cash charges. For the purposes of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters (each, a “Reference Period”) pursuant to any determination of the Consolidated Leverage Ratio, (i) if at any time during such Reference Period the Borrower or any Subsidiary shall have made any Material Disposition, the Consolidated EBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive)
4
attributable to the property that is the subject of such Material Disposition for such Reference Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Reference Period, and (ii) if during such Reference Period the Borrower or any Subsidiary shall have made a Material Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto as if such Material Acquisition occurred on the first day of such Reference Period. As used in this definition, “Material Acquisition” means any acquisition of property or series of related acquisitions of property that (a) constitutes assets comprising all or substantially all of an operating unit of a business or constitutes all or substantially all of the common stock of a Person and (b) involves the payment of consideration by the Borrower and its Subsidiaries in excess of $1,000,000; and “Material Disposition” means any Disposition of property or series of related Dispositions of property that yields gross proceeds to the Borrower or any of its Subsidiaries in excess of $1,000,000.
“Consolidated Interest Coverage Ratio” means, for any period, the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Interest Expense for such period.
“Consolidated Interest Expense” means, for any period, interest expense (including that attributable to Capital Lease Obligations) of the Borrower and its Subsidiaries for such period with respect to all outstanding Indebtedness of the Borrower and its Subsidiaries (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Hedging Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP).
“Consolidated Leverage Ratio” means, as at the last day of any period, the ratio of (a) Consolidated Total Debt on such day to (b) Consolidated EBITDA for such period.
“Consolidated Net Income” means, for any period, the consolidated net income (or loss) of the Borrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of the Borrower or is merged into or consolidated with the Borrower or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary of the Borrower) in which the Borrower or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the Borrower or such Subsidiary in the form of dividends or similar distributions, and (c) the undistributed earnings of any Subsidiary of the Borrower to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any Contractual Obligation or Requirement of Law applicable to such Subsidiary.
“Consolidated Total Debt” means, at any date, the aggregate principal amount of all Indebtedness of the Borrower and its Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP.
“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.
5
“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.
“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.
“Disclosed Matters” means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.
“Distribution Fees” means all fees payable pursuant to a plan contemplated by Rule 12b-1 under the Investment Company Act of 1940, as amended, in connection with the distribution of shares of W&R Funds that are open-end funds.
“dollars” or “$” refers to lawful money of the United States of America.
“Effective Date” means the date on which the conditions precedent specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).
“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to health and safety matters.
“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment, or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.
“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.
“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived), (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of
6
ERISA), whether or not waived, (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan, (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan, or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.
“Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate (or, in the case of a Competitive Loan, the LIBO Rate).
“Event of Default” has the meaning assigned to such term in Article VII.
“Excess Utilization Day” means each day on which the Commitment Utilization Percentage exceeds the applicable percentage set forth in Section 2.12(b)(i) or Section 2.12(b)(ii).
“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower is located, and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.19(b)), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement or is attributable to such Foreign Lender’s failure or inability to comply with Section 2.17(e), except to the extent that such Foreign Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.17(a).
“Existing Credit Agreement” has the meaning set forth in the recitals hereto.
“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received
7
by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.
“Financial Officer” means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower.
“Fixed Rate” means, with respect to any Competitive Loan (other than a Eurodollar Competitive Loan), the fixed rate of interest per annum specified by the Lender making such Competitive Loan in its related Competitive Bid.
“Fixed Rate Loan” means a Competitive Loan bearing interest at a Fixed Rate.
“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.
“Fund” means any Person that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.
“GAAP” means generally accepted accounting principles in the United States of America.
“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body (including self-regulatory body), court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, including, in any event, the Securities and Exchange Commission and any applicable state securities commission or similar body.
“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.
8
“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.
“Hedging Agreement” means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement.
“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, and (k) net liabilities of such Person under Hedging Agreements. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.
“Indemnified Taxes” means Taxes other than Excluded Taxes.
“Interest Election Request” means a request by the Borrower to convert or continue a Revolving Borrowing in accordance with Section 2.08.
“Interest Payment Date” means (a) with respect to any ABR Loan, the last day of each March, June, September and December, (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration, after the first day of such Interest Period, and (c) with respect to any Fixed Rate Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Fixed Rate Borrowing with an Interest Period of more than 90 days’ duration (unless otherwise specified in the applicable Competitive Bid Request), each day prior to the last day of such Interest Period that occurs at intervals of 90 days’ duration after the first day of such Interest Period, and any other dates that are specified in the applicable Competitive Bid Request as Interest Payment Dates with respect to such Borrowing.
9
“Interest Period” means (a) with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as the Borrower may elect, and (b) with respect to any Fixed Rate Borrowing, the period (which shall not be less than seven days or more than 364 days) commencing on the date of such Borrowing and ending on the date specified in the applicable Competitive Bid Request; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Borrowing only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, and (iii) any Interest Period that would otherwise extend beyond the Revolving Credit Termination Date or beyond the date final payment is due on the Term Loans shall end on the Revolving Credit Termination Date or such date of final payment, as the case may be. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Revolving Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.
“Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Acceptance, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Acceptance.
“LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on Page 3750 of the Dow Jones Markets Screen (or on any successor or substitute page of such Screen, or any successor to or substitute for such Screen, providing rate quotations comparable to those currently provided on such page of such Screen, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.
“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset, and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.
10
“Loans” means the loans made by the Lenders to the Borrower pursuant to this Agreement.
“Management Contract” means an agreement, written or oral, pursuant to which the Borrower or any Subsidiary of the Borrower provides (a) investment advisory, management or administrative services to a W&R Fund, or (b) investment advisory or management services to any Person, including, without limitation, unregistered investment companies and personal or corporate investment accounts.
“Margin” means, with respect to any Competitive Loan bearing interest at a rate based on the LIBO Rate, the marginal rate of interest, if any, to be added to or subtracted from the LIBO Rate to determine the rate of interest applicable to such Loan, as specified by the Lender making such Loan in its related Competitive Bid.
“Material Adverse Effect” means a material adverse effect on (a) the business, assets, property, prospects or condition, financial or otherwise, of the Borrower and its Subsidiaries taken as a whole, or (b) the validity or enforceability of this Agreement or the rights or remedies of the Administrative Agent or the Lenders hereunder.
“Material Indebtedness” means Indebtedness (other than the Loans), or obligations in respect of one or more Hedging Agreements, of any one or more of the Borrower and its Subsidiaries in an aggregate principal amount exceeding $5,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Subsidiary in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Subsidiary would be required to pay if such Hedging Agreement were terminated at such time.
“Moody’s” means Moody’s Investors Service, Inc.
“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.
“Net Asset Value” means, at any date of determination and with respect to any investment company or account manager, the “current net asset” value (as defined in Rule 2a-4 under the Investment Company Act of 1940, as amended), in the aggregate, of all outstanding redeemable securities issued by such investment company at such date.
“Other Taxes” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement.
“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.
“Permitted Acquisition” means an acquisition of a Person, or the assets of a Person or a line of business of a Person, in the same or a related line of business as the Borrower, provided that after giving effect to such acquisition (a) no Default or Event of Default shall have
11
occurred and be continuing, (b) the Borrower shall be in compliance, on a pro forma basis, as of the end of the most recent fiscal quarter of the Borrower with the provisions of Section 6.01, and (c) in the case of an acquisition involving aggregate consideration valued at $20,000,000 or more, at least three Business Days prior to the date of such acquisition, the Borrower shall have furnished to the Administrative Agent and the Lenders a compliance certificate to the effect of clauses (a) and (b) showing in reasonable detail the calculations supporting the determination of compliance, on such a pro forma basis, with such provisions.
“Permitted Encumbrances” means:
(a) Liens imposed by law for taxes that are not yet due or are being contested in compliance with Section 5.04;
(b) Carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in compliance with Section 5.04;
(c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;
(d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;
(e) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Borrower or any Subsidiary; and
(f) judgment Liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII, so long as such judgment Liens are not in effect for more than 45 days;
provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.
“Permitted Investments” means:
(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;
12
(b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, an investment-grade credit rating from S&P or from Moody’s;
(c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within 540 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;
(d) investments in newly created funds or investments intended for sale to newly created funds advised or managed by the Borrower and its Subsidiaries, in an aggregate amount (based upon book value on the books of the Borrower and its Subsidiaries) of not more than $40,000,000 at any time;
(e) investments in funds advised or managed by the Borrower and its Subsidiaries for the benefit of the Borrower’s and its Subsidiaries’ senior executives and portfolio management personnel in conjunction with various nonqualified deferral compensation arrangements adopted by the Borrower and its Subsidiaries, in an aggregate amount (based on book value on the books of the Borrower and its Subsidiaries) of not more than $25,000,000 at any time;
(f) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above; and
(g) other than those contained in (a), (b), (c) and (e) above, United States dollar denominated fixed income securities and syndicated bank loans not to exceed $7,500,000 per issuer, with the exception of United States government securities, and not to exceed $7,500,000 per country, with the exception of the United States of America.
“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.
“Prime Rate” means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.
“Register” has the meaning set forth in Section 9.04.
13
“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.
“Required Lenders” means, (a) prior to any conversion of Revolving Loans to Term Loans in accordance with Sections 2.04 and 2.05, Lenders having Revolving Credit Exposures and unused Commitments representing at least 51% of the sum of the total Revolving Credit Exposures and unused Commitments at such time; provided that, for purposes of declaring the Loans to be due and payable pursuant to Article VII, and for all purposes after the Loans become due and payable pursuant to Article VII or the Commitments expire or terminate, the outstanding Competitive Loans of the Lenders shall be included in their respective Revolving Credit Exposures in determining the Required Lenders, and (b) thereafter, Lenders having Term Loans with a total outstanding principal amount representing at least 51% of the sum of the total outstanding principal amount of Term Loans at such time.
“Requirement of Law” means, as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.
“Restricted Payment” means (a) any dividend or other distribution (whether in cash, securities or other property) with respect to any shares of any class of capital stock of the Borrower or any Subsidiary, or (b) any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, for (i) the purchase, redemption, retirement, acquisition, cancellation or termination of any shares of the Borrower’s capital stock, or (ii) any option, warrant or other right to acquire any shares of the Borrower’s capital stock.
“Revenue Base” means the sum of (a) the product of (i) with respect to each W&R Fund, the Net Asset Value of the W&R Fund on the date of calculation and with respect to assets managed for other entities, the market value or Net Asset Value of such assets on the date of calculation, and (ii) the rate provided for in the applicable Management Contract for determining the annual fee required for such advisory, management or administrative services on such date, and (b) Distribution Fees for such W&R Fund.
“Revolving Borrowing Request” means a request by the Borrower for a Revolving Borrowing in accordance with Section 2.03.
“Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Loans at such time.
“Revolving Credit Termination Date” means October 7, 2005 or such earlier date as the Commitments shall terminate pursuant to the terms hereof (or, if such day is not a Business Day, the next preceding Business Day).
“Revolving Loan” means a Loan made pursuant to Section 2.03.
“S&P” means Standard & Poor’s.
14
“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board or other Governmental Authority to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate. Such reserve percentages shall include those imposed pursuant to Regulation D of the Board. Eurodollar Loans shall be deemed to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.
“subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.
“Subsidiary” means any subsidiary of the Borrower.
“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.
“Term Borrowing Request” means a request by the Borrower for a Revolving Borrowing in accordance with Section 2.05.
“Termination Date” means the date that is six (6) months after the Revolving Credit Termination Date.
“Term Loan” means a Loan made pursuant to Section 2.04.
“Transactions” means the execution, delivery and performance by the Borrower of this Agreement, the borrowing of Loans and the use of the proceeds thereof.
“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate, the Alternate Base Rate or, in the case of a Competitive Loan or Borrowing, the LIBO Rate or a Fixed Rate.
“W&R Fund” means all closed-end funds and open-end mutual funds sponsored by the Borrower or any of its Subsidiaries or for which the Borrower or any of its Subsidiaries provides investment advisory, management, administrative, supervisory, consulting, underwriting or similar services.
15
the Assignor, in each case in amounts which reflect the assignment being made hereby (and after giving effect to any other assignments which have become effective on the Effective Date).
iii. The Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements delivered pursuant to subsection 3.04 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (c) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to subsection 2.17(e) of the Credit Agreement.
iv. The effective date of this Assignment and Acceptance shall be the Effective Date of Assignment described in Schedule 1 hereto (the “Effective Date”). Following the execution of this Assignment and Acceptance, it will be delivered to the Administrative Agent for acceptance by it and recording by the Administrative Agent pursuant to the Credit Agreement, effective as of the Effective Date (which shall not, unless otherwise agreed to by the Administrative Agent, be earlier than five Business Days after the date of such acceptance and recording by the Administrative Agent).
v. Upon such acceptance and recording, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to the Effective Date and to the Assignee for amounts which have accrued subsequent to the Effective Date. The Assignor and the Assignee shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves.
vi. From and after the Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and shall be bound by the provisions thereof; and (b) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement.
vii. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York
IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance to be executed as of the date first above written by their respective duly authorized officers on Schedule 1 hereto.
Schedule 1
to Assignment and Acceptance
Name of Assignor:
Name of Assignee:
Effective Date of Assignment:
Credit
Facility Assigned | | Principal
Amount Assigned | | Commitment Percentage Assigned(1) | |
| | | | | |
| | $ | | | . | % |
| | | | | |
| | | | | | |
[Name of Assignee] | [Name of Assignor] |
| |
| |
By: | | | By: | | |
Title: | Title |
| |
| |
Accepted: | Consented To: |
| |
JPMORGAN CHASE BANK,
as Administrative Agent | WADDELL & REED FINANCIAL, INC.(2) |
| |
| |
By: | | | By: | | |
Title: | Title: |
(1) Calculate the Commitment Percentage that is assigned to at least 15 decimal places and show as a percentage of the aggregate commitments of all Lenders.
(2) The Borrower’s consent may not be required pursuant to subsection 9.04 of the Credit Agreement.
EXHIBIT B
Waddell & Reed Financial, Inc.
6300 Lamar Avenue
Overland Park, Kansas 66202
October , 2004
JPMorgan Chase Bank, as Administrative Agent under
the Credit Agreement, as hereinafter defined (the “Agent”)
and
The Lenders listed on Schedule I hereto which are parties
to the Credit Agreement on the date hereof
Re: Credit Agreement dated as of October 8, 2004 (the “Credit Agreement”) among Waddell & Reed Financial, Inc. (the “Company”), the lending institutions identified in the Credit Agreement (the “Lenders”) and the Agent
Ladies and Gentlemen:
I am General Counsel of Waddell & Reed Financial, Inc. (the “Company”). As General Counsel, I have been requested to provide you my opinion as to certain matters in connection with the preparation, execution and delivery of the Credit Agreement and the promissory notes (the “Notes”) delivered to the Lenders thereunder on the date hereof. Unless otherwise indicated, capitalized terms used but not defined herein shall have the respective meanings set forth in the Credit Agreement. This opinion is furnished to you pursuant to Section 4.01(b) of the Credit Agreement.
In connection with this opinion, I have examined the Credit Agreement, signed by the Company and by the Agent and certain of the Lenders. I also have examined the originals, or duplicates or certified or conformed copies, of such records, agreements, instruments and other documents and have made such other investigations as I have deemed relevant and necessary in connection with the opinions expressed herein. As to questions of fact material to this opinion, I have relied upon certificates of public officials and of officers and representatives of the Company. In addition, I have examined, and have relied as to matters of fact upon, the representations made in the Credit Agreement.
In rendering the opinions set forth below, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents.
Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth herein, I am of the opinion that:
1. The Company (a) has been duly incorporated and is validly existing and in good standing as a corporation under the laws of the State of Delaware, (b) has the corporate power and authority to execute and deliver the Credit Agreement and the Notes and to borrow, and perform its obligations thereunder and (c) has duly authorized, executed and delivered the Credit Agreement and the Notes.
2. The execution and delivery by the Company of the Credit Agreement and the Notes, its borrowings in accordance with the terms of the Credit Agreement, and performance of its payment obligations thereunder (a) will not result in any violation of (1) the Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws of the Company, (2) assuming that proceeds of borrowings will be used in accordance with the terms of the Credit Agreement, any Federal or Kansas statute or the Delaware General Corporation Law or any rule or regulation issued pursuant to any Kansas or Federal statute or the Delaware General Corporation Law or any order known to us issued by any court or governmental agency or body and (b) will not breach or result in a default under or result in the creation of any lien upon, or security interest in, the Company’s properties pursuant to the terms of any agreement or instrument.
3. No consent, approval, authorization, order, filing, registration or qualification of or with any Federal or Kansas governmental agency or body or any Delaware governmental agency or body acting pursuant to the Delaware General Corporation Law is required for the execution and delivery by the Company of the Credit Agreement and the Notes, the borrowings by the Company in accordance with the terms of the Credit Agreement or the performance by the Company of its payment obligations under the Credit Agreement and the Notes.
4. Assuming that the Credit Agreement is a valid and legally binding obligation of each of the Lenders parties thereto, the Credit Agreement and the Notes constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms.
5. To our knowledge there is no action, suit or proceeding before or by any court, arbitrator or governmental agency, body or official, now pending, to which the Company is a party or to which the business, assets or property of the Company is subject and no such action, suit or proceeding is threatened to which the Company or the business, assets or property of the Company would be subject that in either case questions the validity of the Credit Agreement.
My opinion in paragraph 4 above is subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.
My opinion is limited to applicable laws of the United States of America and the applicable laws of the states thereof, as appropriate, and is based on the facts in existence and the laws in effect on the date hereof. In rendering this opinion, note that I am a member of the bar of
the States of Kansas and Missouri only. My opinion with respect to the law of the State of Delaware is limited to the Delaware General Corporation Law.
This opinion letter is being delivered to you and your successors and assigns solely for your use in connection with the Credit Agreement and is not to be relied on, quoted or used, in whole or in part, by any other party or for any other purpose or transaction except with my prior written consent. The opinions contained herein are as of the date of this letter, and no obligation or responsibility is undertaken to update or supplement this opinion in response to or to make you aware of any subsequent changes in events or information affecting opinions contained herein.
| Very truly yours, |
| |
| |
| Daniel C. Schulte |
| General Counsel |
SCHEDULE I
Lenders
JPMorgan Chase Bank
Bank of America, N.A.
UMB Bank, NA
Bank Midwest, N.A.
The Bank of New York
Merrill Lynch Bank USA
Morgan Stanley Bank
The Royal Bank of Scotland PLC
The Bank of Nova Scotia
EXHIBIT C-1
W A D D E L L & R E E D, I N C. M U T U A L F U N D M A N A G E M E N T F E E S
2004 Actual ($000)
Management Fees | | Jan | | Feb | | Mar | | Apr | | May | | Jun | | Jul | | Aug | | Sep | | Oct | | Nov | | Dec | | Y-T-D | | % of
Total | | Variance
From
L-Y | | % Inc
(Dec)
2003
Actual | | Total
Year
2003 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
W&R ADVISORS FUNDS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Con’t Income | | 305 | | 288 | | 304 | | 295 | | 296 | | 293 | | 300 | | 294 | | | | | | | | | | 2,375 | | 1.8 | | 311 | | 15.1 | | 3,197 | |
Retirement Shares | | 453 | | 421 | | 439 | | 429 | | 419 | | 394 | | 393 | | 375 | | | | | | | | | | 3,323 | | 2.6 | | 315 | | 10.5 | | 4,679 | |
Asset Strategy | | 328 | | 307 | | 330 | | 324 | | 318 | | 315 | | 326 | | 324 | | | | | | | | | | 2,572 | | 2.0 | | 332 | | 14.8 | | 3,474 | |
Dividend Income | | 57 | | 60 | | 69 | | 72 | | 78 | | 85 | | 95 | | 98 | | | | | | | | | | 614 | | 0.5 | | 607 | | 8671.4 | | 152 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Growth/Income Funds | | $ | 1,143 | | $ | 1,076 | | $ | 1,142 | | $ | 1,120 | | $ | 1,111 | | $ | 1,087 | | $ | 1,114 | | $ | 1,091 | | | | | | | | | | $ | 8,884 | | 6.9 | % | $ | 1,565 | | 21.4 | % | $ | 11,502 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accumulative | | 1,211 | | 1,139 | | 1,193 | | 1,153 | | 1,146 | | 1,128 | | 1,142 | | 1,097 | | | | | | | | | | 9,209 | | 7.1 | | 842 | | 10.1 | | 12,969 | |
Science & Technology | | 1,575 | | 1,478 | | 1,521 | | 1,511 | | 1,467 | | 1,459 | | 1,445 | | 1,369 | | | | | | | | | | 11,825 | | 9.1 | | 2,214 | | 23.0 | | 15,185 | |
Int’l Growth | | 592 | | 561 | | 582 | | 564 | | 546 | | 537 | | 540 | | 510 | | | | | | | | | | 4,432 | | 3.4 | | 621 | | 16.3 | | 5,921 | |
Tax-Managed Equity | | 30 | | 29 | | 31 | | 31 | | 31 | | 31 | | 32 | | 31 | | | | | | | | | | 246 | | 0.2 | | 86 | | 53.8 | | 261 | |
Value | | 257 | | 259 | | 279 | | 277 | | 278 | | 279 | | 288 | | 287 | | | | | | | | | | 2,204 | | 1.7 | | 688 | | 45.4 | | 2,405 | |
Vanguard | | 1,154 | | 1,073 | | 1,123 | | 1,099 | | 1,078 | | 1,043 | | 1,021 | | 964 | | | | | | | | | | 8,555 | | 6.6 | | 1,913 | | 28.8 | | 10,753 | |
New Concepts | | 815 | | 762 | | 822 | | 828 | | 831 | | 836 | | 837 | | 799 | | | | | | | | | | 6,530 | | 5.0 | | 1,482 | | 29.4 | | 8,021 | |
Small Cap | | 657 | | 608 | | 639 | | 630 | | 620 | | 619 | | 609 | | 573 | | | | | | | | | | 4,955 | | 3.8 | | 1,365 | | 38.0 | | 5,911 | |
Core Investment | | 2,416 | | 2,233 | | 2,310 | | 2,245 | | 2,244 | | 2,192 | | 2,212 | | 2,158 | | | | | | | | | | 18,010 | | 13.9 | | -229 | | -1.3 | | 27,506 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Equity Funds | | $ | 8,707 | | $ | 8,142 | | $ | 8,500 | | $ | 8,338 | | $ | 8,241 | | $ | 8,124 | | $ | 8,126 | | $ | 7,788 | | | | | | | | | | $ | 65,966 | | 51.0 | % | $ | 8,982 | | 15.8 | % | $ | 88,932 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bond | | 346 | | 320 | | 341 | | 321 | | 322 | | 307 | | 317 | | 315 | | | | | | | | | | 2,589 | | 2.0 | | -615 | | -19.2 | | 4,615 | |
Municipal Bond | | 317 | | 295 | | 314 | | 293 | | 292 | | 280 | | 290 | | 291 | | | | | | | | | | 2,372 | | 1.8 | | -301 | | -11.3 | | 3,940 | |
High Income | | 500 | | 450 | | 489 | | 473 | | 469 | | 461 | | 480 | | 480 | | | | | | | | | | 3,802 | | 2.9 | | 326 | | 9.4 | | 5,359 | |
Global Bond | | 133 | | 128 | | 138 | | 132 | | 133 | | 128 | | 133 | | 138 | | | | | | | | | | 1,063 | | 0.8 | | 42 | | 4.1 | | 1,537 | |
Gov’t Securities | | 131 | | 118 | | 124 | | 116 | | 115 | | 108 | | 111 | | 109 | | | | | | | | | | 932 | | 0.7 | | -484 | | -34.2 | | 1,972 | |
Municipal High Income | | 184 | | 172 | | 185 | | 175 | | 175 | | 168 | | 175 | | 176 | | | | | | | | | | 1,410 | | 1.1 | | -110 | | -7.2 | | 2,250 | |
Limited Term Bond | | 63 | | 54 | | 57 | | 55 | | 56 | | 57 | | 61 | | 74 | | | | | | | | | | 477 | | 0.4 | | 133 | | 38.7 | | 581 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fixed Funds | | $ | 1,674 | | $ | 1,537 | | $ | 1,648 | | $ | 1,565 | | $ | 1,562 | | $ | 1,509 | | $ | 1,567 | | $ | 1,583 | | | | | | | | | | $ | 12,645 | | 9.8 | % | $ | -1,009 | | -7.4 | % | $ | 20,254 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
TOTAL LONG-TERM FUNDS | | $ | 11,524 | | $ | 10,755 | | $ | 11,290 | | $ | 11,023 | | $ | 10,914 | | $ | 10,720 | | $ | 10,807 | | $ | 10,462 | | | | | | | | | | $ | 87,495 | | 67.6 | % | 9,538 | | 12.2 | % | $ | 120,688 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash Management | | 257 | | 241 | | 236 | | 220 | | 236 | | 233 | | 243 | | 244 | | | | | | | | | | 1,910 | | 1.5 | | -773 | | -28.8 | | 3,798 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
TOTAL W&R ADVISORS FUNDS | | $ | 11,781 | | $ | 10,996 | | $ | 11,526 | | $ | 11,243 | | $ | 11,150 | | $ | 10,953 | | $ | 11,050 | | $ | 10,706 | | | | | | | | | | $ | 89,405 | | 69.1 | % | $ | 8,765 | | 10.9 | % | $ | 124,486 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
IVY FUNDS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Asset Strategy | | 42 | | 40 | | 43 | | 43 | | 42 | | 42 | | 44 | | 44 | | | | | | | | | | 340 | | 0.3 | | 35 | | 11.5 | | 461 | |
Dividend Income | | 5 | | 6 | | 7 | | 15 | | 16 | | 16 | | 17 | | 18 | | | | | | | | | | 100 | | 0.1 | | 100 | | N/A | | 0 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Growth/Income Funds | | $ | 47 | | $ | 46 | | $ | 50 | | $ | 58 | | $ | 58 | | $ | 58 | | $ | 61 | | $ | 62 | | | | | | | | | | $ | 440 | | 0.3 | % | $ | 135 | | 44.3 | % | $ | 461 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Core Equity | | 183 | | 169 | | 173 | | 167 | | 162 | | 159 | | 159 | | 154 | | | | | | | | | | 1,326 | | 1.0 | | 69 | | 5.5 | | 1,898 | |
Small Cap | | 427 | | 392 | | 406 | | 397 | | 389 | | 387 | | 368 | | 337 | | | | | | | | | | 3,103 | | 2.4 | | 963 | | 45.0 | | 3,556 | |
Int’l Growth | | 56 | | 52 | | 54 | | 52 | | 50 | | 50 | | 50 | | 47 | | | | | | | | | | 411 | | 0.3 | | -14 | | -3.3 | | 635 | |
Science & Technology | | 106 | | 101 | | 104 | | 105 | | 103 | | 103 | | 104 | | 99 | | | | | | | | | | 825 | | 0.6 | | 214 | | 35.0 | | 977 | |
Large Cap Growth | | 89 | | 84 | | 88 | | 88 | | 88 | | 87 | | 86 | | 80 | | | | | | | | | | 690 | | 0.5 | | 563 | | 443.3 | | 334 | |
Mid Cap Growth | | 50 | | 48 | | 51 | | 52 | | 53 | | 54 | | 55 | | 53 | | | | | | | | | | 416 | | 0.3 | | 206 | | 98.1 | | 388 | |
Tax Managed Equity | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | | | | | | | | | 0 | | 0.0 | | 0 | | N/A | | 0 | |
Pacific Opportunities | | 25 | | 27 | | 32 | | 33 | | 33 | | 33 | | 35 | | 36 | | | | | | | | | | 254 | | 0.2 | | 171 | | 206.0 | | 147 | |
Global Natural Resources | | 74 | | 85 | | 111 | | 127 | | 137 | | 148 | | 174 | | 194 | | | | | | | | | | 1,050 | | 0.8 | | 928 | | 760.7 | | 274 | |
International Value | | 37 | | 34 | | 35 | | 34 | | 33 | | 32 | | 32 | | 31 | | | | | | | | | | 268 | | 0.2 | | -12 | | -4.3 | | 416 | |
European Opportunities | | 90 | | 112 | | 132 | | 122 | | 110 | | 101 | | 109 | | 107 | | | | | | | | | | 883 | | 0.7 | | 449 | | 103.5 | | 703 | |
Cundill Global Value | | 50 | | 58 | | 75 | | 91 | | 106 | | 121 | | 145 | | 169 | | | | | | | | | | 815 | | 0.6 | | 758 | | 1329.8 | | 166 | |
International | | 167 | | 153 | | 158 | | 152 | | 144 | | 141 | | 139 | | 130 | | | | | | | | | | 1,184 | | 0.9 | | -120 | | -9.2 | | 1,935 | |
Balanced | | 94 | | 16 | | 63 | | 60 | | 60 | | 59 | | 59 | | 58 | | | | | | | | | | 469 | | 0.4 | | 469 | | N/A | | 57 | |
International Balanced | | 48 | | 8 | | 35 | | 35 | | 36 | | 36 | | 38 | | 39 | | | | | | | | | | 275 | | 0.2 | | 275 | | N/A | | 36 | |
Real Estate Securities | | 79 | | 63 | | 97 | | 97 | | 99 | | 105 | | 116 | | 125 | | | | | | | | | | 781 | | 0.6 | | 781 | | N/A | | 57 | |
Small Cap Value | | 71 | | 40 | | 65 | | 69 | | 70 | | 72 | | 76 | | 75 | | | | | | | | | | 538 | | 0.4 | | 538 | | N/A | | 50 | |
Value | | 62 | | 10 | | 45 | | 45 | | 46 | | 46 | | 47 | | 48 | | | | | | | | | | 349 | | 0.3 | | 349 | | N/A | | 46 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Equity Funds | | $ | 1,708 | | $ | 1,452 | | $ | 1,724 | | $ | 1,726 | | $ | 1,719 | | $ | 1,734 | | $ | 1,792 | | $ | 1,782 | | | | | | | | | | $ | 13,637 | | 10.5 | % | $ | 6,587 | | 93.4 | % | $ | 11,675 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Municipal Bond | | 12 | | 11 | | 12 | | 0 | | 0 | | 0 | | 0 | | 5 | | | | | | | | | | 40 | | 0.0 | | -57 | | -58.8 | | 142 | |
Limited-Term Bond | | 29 | | 26 | | 27 | | 26 | | 27 | | 26 | | 27 | | 27 | | | | | | | | | | 215 | | 0.2 | | -37 | | -14.7 | | 372 | |
High Income | | 27 | | 26 | | 28 | | 28 | | 28 | | 28 | | 29 | | 30 | | | | | | | | | | 224 | | 0.2 | | 104 | | 86.7 | | 215 | |
Bond | | 19 | | -7 | | 10 | | 10 | | 10 | | 9 | | 10 | | 10 | | | | | | | | | | 71 | | 0.1 | | 71 | | N/A | | 15 | |
Mortgage Securities | | 115 | | -48 | | 59 | | 57 | | 60 | | 59 | | 63 | | 65 | | | | | | | | | | 430 | | 0.3 | | 430 | | N/A | | 90 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fixed Funds | | $ | 202 | | $ | 8 | | $ | 136 | | $ | 121 | | $ | 125 | | $ | 122 | | $ | 129 | | $ | 137 | | | | | | | | | | $ | 980 | | 0.8 | % | $ | 511 | | 109.0 | % | $ | 834 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash Reserves | | 3 | | 3 | | 3 | | 3 | | 3 | | 2 | | 2 | | 2 | | | | | | | | | | 21 | | 0.0 | | -25 | | -54.3 | | 60 | |
Money Market | | 18 | | 16 | | 18 | | 17 | | 18 | | 17 | | 17 | | 17 | | | | | | | | | | 138 | | 0.1 | | 138 | | N/A | | 14 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
TOTAL IVY FUNDS | | $ | 1,978 | | $ | 1,525 | | $ | 1,931 | | $ | 1,925 | | $ | 1,923 | | $ | 1,933 | | $ | 2,001 | | $ | 2,000 | | | | | | | | | | $ | 15,216 | | 11.8 | % | $ | 7,346 | | 93.3 | % | $ | 13,044 | |
2
W&R TARGET FUNDS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Core Equity | | 439 | | 406 | | 424 | | 417 | | 418 | | 411 | | 416 | | 407 | | | | | | | | | | 3,338 | | 2.6 | | 347 | | 11.6 | | 4,620 | |
Growth | | 766 | | 717 | | 750 | | 735 | | 724 | | 711 | | 709 | | 681 | | | | | | | | | | 5,793 | | 4.5 | | 2,394 | | 70.4 | | 6,081 | |
Bond | | 105 | | 97 | | 103 | | 98 | | 98 | | 94 | | 97 | | 98 | | | | | | | | | | 790 | | 0.6 | | -116 | | -12.8 | | 1,326 | |
High Income | | 91 | | 80 | | 90 | | 88 | | 89 | | 87 | | 91 | | 91 | | | | | | | | | | 707 | | 0.5 | | 129 | | 22.3 | | 905 | |
Money Market | | 21 | | 19 | | 17 | | 15 | | 17 | | 19 | | 20 | | 20 | | | | | | | | | | 148 | | 0.1 | | -113 | | -43.3 | | 357 | |
International | | 127 | | 120 | | 125 | | 124 | | 122 | | 121 | | 123 | | 118 | | | | | | | | | | 980 | | 0.8 | | 231 | | 30.8 | | 1,186 | |
Small Cap | | 410 | | 384 | | 409 | | 402 | | 395 | | 394 | | 387 | | 366 | | | | | | | | | | 3,147 | | 2.4 | | 1,512 | | 92.5 | | 3,018 | |
Balanced | | 369 | | 346 | | 364 | | 353 | | 354 | | 349 | | 356 | | 349 | | | | | | | | | | 2,840 | | 2.2 | | 2,028 | | 249.8 | | 2,036 | |
Limited Term | | 31 | | 29 | | 31 | | 30 | | 31 | | 30 | | 31 | | 34 | | | | | | | | | | 247 | | 0.2 | | 20 | | 8.8 | | 350 | |
Asset Strategy | | 137 | | 129 | | 140 | | 138 | | 136 | | 136 | | 142 | | 142 | | | | | | | | | | 1,100 | | 0.9 | | 228 | | 26.1 | | 1,371 | |
Science & Technology | | 206 | | 196 | | 204 | | 205 | | 199 | | 199 | | 199 | | 190 | | | | | | | | | | 1,598 | | 1.2 | | 459 | | 40.3 | | 1,843 | |
Value | | 163 | | 157 | | 168 | | 166 | | 169 | | 169 | | 173 | | 172 | | | | | | | | | | 1,337 | | 1.0 | | 949 | | 244.6 | | 894 | |
Dividend Income | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | | | | | | | | | 0 | | 0.0 | | 0 | | N/A | | 0 | |
Real Estate Securities | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | | | | | | | | | 0 | | 0.0 | | 0 | | N/A | | 0 | |
Mortgage Securities | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | | | | | | | | | 0 | | 0.0 | | 0 | | N/A | | 0 | |
Small Cap Value | | 72 | | 67 | | 72 | | 72 | | 70 | | 71 | | 74 | | 71 | | | | | | | | | | 569 | | 0.4 | | 569 | | N/A | | 205 | |
Microcap Growth | | 35 | | 32 | | 34 | | 34 | | 32 | | 31 | | 31 | | 29 | | | | | | | | | | 258 | | 0.2 | | 258 | | N/A | | 103 | |
International II | | 241 | | 231 | | 241 | | 236 | | 233 | | 234 | | 242 | | 238 | | | | | | | | | | 1,896 | | 1.5 | | 1,896 | | N/A | | 708 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
TOTAL W&R TARGET FUNDS | | $ | 3,213 | | $ | 3,010 | | $ | 3,172 | | $ | 3,113 | | $ | 3,087 | | $ | 3,056 | | $ | 3,091 | | $ | 3,006 | | | | | | | | | | $ | 24,748 | | 19.1 | % | $ | 10,791 | | 77.3 | % | $ | 25,003 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
INVESTED FUNDS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Growth | | 3 | | 3 | | 3 | | 3 | | 0 | | 0 | | 0 | | 0 | | | | | | | | | | 12 | | 0.0 | | -11 | | -47.8 | | 32 | |
Balanced | | 2 | | 2 | | 2 | | 2 | | 0 | | 0 | | 0 | | 0 | | | | | | | | | | 8 | | 0.0 | | -11 | | -57.9 | | 27 | |
Conservative | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | | | | | | | | | 0 | | 0.0 | | 0 | | 0.0 | | 0 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
TOTAL INVESTED FUNDS | | $ | 5 | | $ | 5 | | $ | 5 | | $ | 5 | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 0 | | | | | | | | | | $ | 20 | | 0.0 | % | $ | -22 | | -52.4 | % | $ | 59 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
GRAND TOTAL MGMT. FEES | | $ | 16,977 | | $ | 15,536 | | $ | 16,634 | | $ | 16,286 | | $ | 16,160 | | $ | 15,942 | | $ | 16,142 | | $ | 15,712 | | | | | | | | | | $ | 129,389 | | 100.0 | % | $ | 26,880 | | 26.2 | % | $ | 162,592 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
DAILY AVERAGE | | 547.6 | | 535.7 | | 536.6 | | 542.9 | | 521.3 | | 531.4 | | 520.7 | | 506.8 | | | | | | | | | | 470.5 | | | | 48.7 | | 11.5 | % | 445.5 | |
3
Change in Mutual Fund Assets Under Management
| | | | | | | | | | | | | | August 2004
Month to Date | | | |
(Millions) | | Net Assets
at 7-31-04 | | Shareholder Transactions | | Net Invest
Income | | Dividends
Paid | | Valuation
Change | | Net Assets
at 8-31-04 | |
Sales | | Redempt. | | Net Exch. | | Div. Reinv. | | Total |
| | | | | | | | | | | | | | | | | | | | | |
Core Investment | | 4,147.5 | | 11.4 | | -47.1 | | -20.9 | | 0.0 | | -56.6 | | 3.6 | | 0.0 | | 6.2 | | 4,100.7 | |
Cont Income | | 501.1 | | 3.2 | | -4.1 | | -0.2 | | 0.0 | | -1.1 | | 0.6 | | 0.0 | | -0.1 | | 500.5 | |
Retire Shares | | 655.2 | | 1.7 | | -6.5 | | -4.9 | | 0.0 | | -9.7 | | -0.1 | | 0.0 | | -13.6 | | 631.8 | |
Asset Strategy | | 546.1 | | 5.6 | | -5.5 | | -0.8 | | 0.0 | | -0.7 | | 0.6 | | 0.0 | | 8.8 | | 554.8 | |
Dividend Income | | 163.9 | | 3.6 | | -1.1 | | 4.6 | | 0.0 | | 7.1 | | 0.1 | | 0.0 | | 0.5 | | 171.6 | |
Accumulative | | 1,964.0 | | 6.6 | | -16.5 | | -10.9 | | 0.0 | | -20.8 | | 1.7 | | 0.0 | | -13.4 | | 1,931.5 | |
Science & Technology | | 1,987.2 | | 7.7 | | -15.9 | | -5.6 | | 0.0 | | -13.8 | | -1.2 | | 0.0 | | -29.8 | | 1,942.4 | |
International Growth | | 729.4 | | 1.5 | | -6.6 | | -10.5 | | 0.0 | | -15.6 | | -0.4 | | 0.0 | | -9.7 | | 703.7 | |
Vanguard | | 1,715.1 | | 8.9 | | -15.3 | | -14.1 | | 0.0 | | -20.5 | | -0.3 | | 0.0 | | -12.5 | | 1,681.8 | |
New Concepts | | 1,140.7 | | 6.5 | | -11.0 | | 0.1 | | 0.0 | | -4.4 | | -0.9 | | 0.0 | | -6.5 | | 1,128.9 | |
Small Cap | | 823.1 | | 5.2 | | -6.9 | | -1.9 | | 0.0 | | -3.6 | | -0.6 | | 0.0 | | -25.4 | | 793.5 | |
Tax-Managed Equity | | 56.9 | | 0.5 | | -0.5 | | 0.2 | | 0.0 | | 0.2 | | 0.0 | | 0.0 | | -0.7 | | 56.4 | |
Value | | 484.1 | | 4.8 | | -3.8 | | 6.1 | | 0.0 | | 7.1 | | 0.3 | | 0.0 | | 3.2 | | 494.7 | |
Bond | | 718.2 | | 3.0 | | -9.0 | | -8.1 | | 2.4 | | -11.7 | | 2.4 | | -2.5 | | 10.8 | | 717.2 | |
Municipal Bond | | 655.9 | | 0.9 | | -6.8 | | -2.2 | | 1.6 | | -6.5 | | 2.0 | | -2.0 | | 11.6 | | 661.0 | |
High Income | | 911.7 | | 6.4 | | -9.1 | | 8.8 | | 4.6 | | 10.7 | | 5.0 | | -5.1 | | 8.7 | | 931.0 | |
Global Bond | | 249.4 | | 1.0 | | -2.7 | | 10.4 | | 0.8 | | 9.5 | | 0.8 | | -0.9 | | 2.5 | | 261.3 | |
Government Securities | | 259.0 | | 1.6 | | -4.6 | | -1.6 | | 0.8 | | -3.8 | | 0.8 | | -0.8 | | 3.5 | | 258.7 | |
Limited-Term Bond | | 170.3 | | 1.9 | | -2.3 | | 5.4 | | 0.3 | | 5.3 | | 0.3 | | -0.3 | | 1.5 | | 177.1 | |
Municipal High Income | | 392.0 | | 1.5 | | -3.4 | | -0.7 | | 1.5 | | -1.1 | | 1.8 | | -1.8 | | 4.6 | | 395.5 | |
InvestEd Cash Reserve | | 0.4 | | 0.1 | | 0.0 | | 0.0 | | 0.0 | | 0.1 | | 0.0 | | 0.0 | | 0.0 | | 0.5 | |
| | | | | | | | | | | | | | | | | | | | | |
Advisors Funds Total | | 18,271.2 | | 83.6 | | -178.7 | | -46.8 | | 12.0 | | -129.9 | | 16.5 | | -13.4 | | -49.8 | | 18,094.6 | |
4
| | Net Assets
at 7-31-04 | | Shareholder Transactions | | Net Invest
Income | | Dividends
Paid | | Valuation
Change | | Net Assets
at 8-31-04 | |
Sales | | Redempt. | | Net Exch. | | Div. Reinv. | | Total |
| | | | | | | | | | | | | | | | | | | | | |
Core Equity | | 264.6 | | 0.7 | | -3.6 | | -2.1 | | 0.0 | | -5.0 | | 0.0 | | 0.0 | | 0.4 | | 260.0 | |
Small Cap Growth | | 486.1 | | 2.6 | | -5.6 | | -2.0 | | 0.0 | | -5.0 | | -0.5 | | 0.0 | | -14.9 | | 465.7 | |
Mid Cap Growth | | 75.6 | | 3.4 | | -0.6 | | 0.3 | | 0.0 | | 3.1 | | -0.1 | | 0.0 | | -0.4 | | 78.2 | |
Large Cap Growth | | 140.2 | | 2.0 | | -1.4 | | -4.1 | | 0.0 | | -3.5 | | 0.0 | | 0.0 | | -1.1 | | 135.6 | |
Tax-Managed Equity | | 9.3 | | 0.2 | | -0.1 | | 0.3 | | 0.0 | | 0.4 | | 0.0 | | 0.0 | | -0.1 | | 9.6 | |
Global Natural Resources | | 436.3 | | 46.5 | | -6.5 | | 6.6 | | 0.0 | | 46.6 | | -0.4 | | 0.0 | | 9.2 | | 491.7 | |
Cundill Global Value | | 182.6 | | 18.3 | | -1.0 | | 12.9 | | 0.0 | | 30.2 | | -0.1 | | 0.0 | | 1.6 | | 214.3 | |
Municipal Bond | | 24.0 | | 0.6 | | -0.4 | | 1.0 | | 0.1 | | 1.3 | | 0.1 | | 0.0 | | 0.2 | | 25.6 | |
Limited-Term Bond | | 63.3 | | 5.0 | | -1.0 | | 1.3 | | 0.1 | | 5.4 | | 0.1 | | -0.1 | | 0.5 | | 69.2 | |
Int’l Growth | | 67.6 | | 0.1 | | -0.7 | | -0.4 | | 0.0 | | -1.0 | | -0.1 | | 0.0 | | -0.9 | | 65.6 | |
International | | 157.7 | | 0.8 | | -2.9 | | -0.2 | | 0.0 | | -2.3 | | -0.1 | | 0.0 | | -2.2 | | 153.1 | |
International Value | | 37.2 | | 0.3 | | -0.7 | | 0.0 | | 0.0 | | -0.4 | | 0.0 | | 0.0 | | -0.3 | | 36.5 | |
European Opportunities | | 128.1 | | 3.8 | | -2.8 | | 0.9 | | 0.0 | | 1.9 | | -0.2 | | 0.0 | | -1.0 | | 128.8 | |
Pacific Opportunities | | 41.6 | | 0.6 | | -0.3 | | -0.1 | | 0.0 | | 0.2 | | 0.0 | | 0.0 | | 1.4 | | 43.2 | |
Asset Strategy | | 73.1 | | 1.3 | | -1.0 | | 0.2 | | 0.0 | | 0.5 | | 0.0 | | 0.0 | | 1.3 | | 74.9 | |
Dividend Income | | 30.3 | | 1.0 | | -0.6 | | 1.3 | | 0.0 | | 1.7 | | 0.0 | | 0.0 | | 0.1 | | 32.1 | |
Science & Technology | | 141.5 | | 1.7 | | -2.1 | | 0.1 | | 0.0 | | -0.3 | | -0.2 | | 0.0 | | -2.0 | | 139.0 | |
Bond | | 23.0 | | 0.3 | | -0.2 | | 0.2 | | 0.1 | | 0.4 | | 0.1 | | -0.1 | | 0.3 | | 23.7 | |
Mortgage Securities | | 149.0 | | 4.8 | | -2.7 | | 3.9 | | 0.5 | | 6.5 | | 0.5 | | -0.5 | | 2.0 | | 157.5 | |
Balanced | | 98.4 | | 0.5 | | -1.3 | | 0.2 | | 0.0 | | -0.6 | | 0.1 | | 0.0 | | 0.2 | | 98.1 | |
International Balanced | | 63.7 | | 0.7 | | -0.2 | | 1.2 | | 0.0 | | 1.7 | | 0.2 | | 0.0 | | 0.8 | | 66.4 | |
Real Estate | | 154.3 | | 9.1 | | -0.5 | | 4.3 | | 0.0 | | 12.9 | | 0.1 | | 0.0 | | 10.3 | | 177.6 | |
Small Cap Value | | 105.2 | | 2.0 | | -0.7 | | 3.3 | | 0.0 | | 4.6 | | 0.0 | | 0.0 | | -2.1 | | 107.7 | |
Value | | 79.6 | | 0.6 | | -0.5 | | 2.0 | | 0.0 | | 2.1 | | 0.0 | | 0.0 | | 0.6 | | 82.3 | |
High Income | | 55.5 | | 2.2 | | -0.7 | | 0.4 | | 0.3 | | 2.2 | | 0.3 | | -0.3 | | 0.4 | | 58.1 | |
| | | | | | | | | | | | | | | | | | | | | |
IVY Funds Total | | 3,087.8 | | 109.1 | | -38.1 | | 31.5 | | 1.1 | | 103.6 | | -0.2 | | -1.0 | | 4.3 | | 3,194.5 | |
| | | | | | | | | | | | | | | | | | | | | |
Advisors & IVY Funds Total | | 21,359.0 | | 192.7 | | -216.8 | | -15.3 | | 13.1 | | -26.3 | | 16.3 | | -14.4 | | -45.5 | | 21,289.1 | |
5
| | Net Assets
at 7-31-04 | | Shareholder Transactions | | Net Invest
Income | | Dividends
Paid | | Valuation
Change | | Net Assets
at 8-31-04 | |
Sales | | Redempt. | | Net Exch. | | Div. Reinv. | | Total |
| | | | | | | | | | | | | | | | | | | | | |
Asset Strategy | | 238.3 | | 3.0 | | -1.4 | | | | 0.0 | | 1.6 | | 0.4 | | 0.0 | | 3.9 | | 244.2 | |
Money Mkt | | 59.7 | | 2.7 | | -4.4 | | | | 0.0 | | -1.7 | | 0.0 | | 0.0 | | 0.0 | | 58.0 | |
Bond | | 217.9 | | 1.1 | | -3.0 | | | | 0.0 | | -1.9 | | 0.7 | | 0.0 | | 3.3 | | 220.0 | |
High Inc | | 170.5 | | 2.4 | | -1.4 | | | | 0.0 | | 1.0 | | 1.0 | | 0.0 | | 1.4 | | 173.9 | |
Growth | | 1,187.9 | | 6.3 | | -11.6 | | | | 0.0 | | -5.3 | | 0.1 | | 0.0 | | -16.1 | | 1,166.6 | |
Core Equity | | 694.8 | | 1.7 | | -8.7 | | | | 0.0 | | -7.0 | | 0.6 | | 0.0 | | 1.1 | | 689.5 | |
Value | | 291.0 | | 4.2 | | -2.5 | | | | 0.0 | | 1.7 | | 0.3 | | 0.0 | | 1.9 | | 294.9 | |
International Port | | 165.9 | | 1.5 | | -1.7 | | | | 0.0 | | -0.2 | | 0.0 | | 0.0 | | -1.8 | | 163.9 | |
Small Cap Port | | 531.0 | | 1.6 | | -10.0 | | | | 0.0 | | -8.4 | | -0.2 | | 0.0 | | -16.0 | | 506.4 | |
Balanced Port | | 596.9 | | 3.5 | | -7.8 | | | | 0.0 | | -4.3 | | 0.8 | | 0.0 | | -0.1 | | 593.3 | |
Ltd-Term Bond Port | | 74.2 | | 6.2 | | -0.7 | | | | 0.0 | | 5.5 | | 0.1 | | 0.0 | | 0.5 | | 80.3 | |
Small Cap Value | | 100.6 | | 3.7 | | -1.0 | | | | 0.0 | | 2.7 | | 0.0 | | 0.0 | | -2.0 | | 101.3 | |
Microcap Growth | | 37.2 | | 0.7 | | -0.6 | | | | 0.0 | | 0.1 | | 0.0 | | 0.0 | | -0.9 | | 36.4 | |
International Stock | | 330.0 | | 3.4 | | -3.1 | | | | 0.0 | | 0.3 | | 0.4 | | 0.0 | | 2.3 | | 333.0 | |
Real Estate | | 5.5 | | 0.8 | | 0.0 | | | | 0.0 | | 0.8 | | 0.0 | | 0.0 | | 0.4 | | 6.7 | |
Mortgage Securities | | 15.4 | | 0.5 | | 0.0 | | | | 0.0 | | 0.5 | | 0.1 | | 0.0 | | 0.2 | | 16.2 | |
Dividend Income | | 4.6 | | 2.4 | | 0.0 | | | | 0.0 | | 2.4 | | 0.0 | | 0.0 | | 0.0 | | 7.0 | |
Science & Technology | | 270.8 | | 2.4 | | -2.2 | | | | 0.0 | | 0.2 | | -0.1 | | 0.0 | | -3.9 | | 267.0 | |
| | | | | | | | | | | | | | | | | | | | | |
W & R Target Funds Total | | 4,992.2 | | 48.1 | | -60.1 | | 0.0 | | 0.0 | | -12.0 | | 4.2 | | 0.0 | | -25.8 | | 4,958.6 | |
| | | | | | | | | | | | | | | | | | | | | |
Funds Total w/o Cash Management | | 26,351.2 | | 240.8 | | -276.9 | | -15.3 | | 13.1 | | -38.3 | | 20.5 | | -14.4 | | -71.3 | | 26,247.7 | |
| | | | | | | | | | | | | | | | | | | | | |
Cash Management | | 775.8 | | 37.0 | | -65.5 | | 14.9 | | 0.4 | | -13.2 | | 0.4 | | -0.4 | | 0.0 | | 762.6 | |
| | | | | | | | | | | | | | | | | | | | | |
All Mutual Funds | | 27,127.0 | | 277.8 | | -342.4 | | -0.4 | | 13.5 | | -51.5 | | 20.9 | | -14.8 | | -71.3 | | 27,010.3 | |
6
Change in Mutual Fund Assets Under Management
| | | | Shareholder | | August 2004
Year to Date | | | |
(Millions) | | Net Assets
at 12-31-03 | | Transactions | | Net Invest
Income | | Dividends
Paid | | Valuation
Change | | Net Assets
at 8-31-04 | |
Sales | | Redempt. | | Net. Exch. | | Div. Reinv. | | Total |
| | | | | | | | | | | | | | | | | | | | | |
Core Investment | | 4,648.9 | | 89.1 | | -376.4 | | -208.1 | | 5.7 | | -489.7 | | 9.3 | | -5.9 | | -61.9 | | 4,100.7 | |
Cont Income | | 508.0 | | 26.2 | | -34.7 | | 4.3 | | 2.4 | | -1.8 | | 4.0 | | -2.5 | | -7.2 | | 500.5 | |
Retire Shares | | 746.4 | | 28.0 | | -75.6 | | -10.5 | | 0.0 | | -58.1 | | -0.1 | | 0.0 | | -56.4 | | 631.8 | |
Asset Strategy | | 548.9 | | 53.8 | | -40.5 | | -5.9 | | 3.1 | | 10.5 | | 5.3 | | -3.1 | | -6.8 | | 554.8 | |
Dividend Income | | 91.3 | | 33.8 | | -5.8 | | 52.4 | | 0.3 | | 80.7 | | 0.4 | | -0.2 | | -0.6 | | 171.6 | |
Accumulative | | 2,093.4 | | 87.1 | | -150.7 | | -28.5 | | 1.6 | | -90.5 | | 3.8 | | -1.7 | | -73.5 | | 1,931.5 | |
Science & Technology | | 2,092.8 | | 75.2 | | -133.8 | | -17.5 | | 0.0 | | -76.1 | | -16.2 | | 0.0 | | -58.1 | | 1,942.4 | |
International Growth | | 797.1 | | 18.3 | | -60.0 | | -19.6 | | 0.0 | | -61.3 | | 1.2 | | 0.0 | | -33.3 | | 703.7 | |
Vanguard | | 1,958.6 | | 110.4 | | -143.3 | | -91.2 | | 0.0 | | -124.1 | | -6.8 | | 0.0 | | -145.9 | | 1,681.8 | |
New Concepts | | 1,098.3 | | 60.7 | | -76.7 | | 21.4 | | 0.0 | | 5.4 | | -8.1 | | 0.0 | | 33.3 | | 1,128.9 | |
Small Cap | | 875.8 | | 57.8 | | -65.0 | | -27.6 | | 0.0 | | -34.8 | | -7.3 | | 0.0 | | -40.2 | | 793.5 | |
Tax-Managed Equity | | 51.2 | | 5.8 | | -3.0 | | 4.2 | | 0.0 | | 7.0 | | -0.4 | | 0.0 | | -1.4 | | 56.4 | |
Value | | 423.3 | | 41.7 | | -32.3 | | 53.3 | | 0.0 | | 62.7 | | 1.4 | | 0.0 | | 7.3 | | 494.7 | |
Bond | | 792.4 | | 32.8 | | -72.0 | | -54.3 | | 19.3 | | -74.2 | | 21.6 | | -21.0 | | -1.6 | | 717.2 | |
Municipal Bond | | 718.6 | | 11.3 | | -54.7 | | -25.7 | | 12.9 | | -56.2 | | 15.8 | | -15.9 | | -1.3 | | 661.0 | |
High Income | | 949.7 | | 56.7 | | -79.0 | | -26.2 | | 37.6 | | -10.9 | | 41.7 | | -41.6 | | -7.9 | | 931.0 | |
Global Bond | | 249.1 | | 10.6 | | -21.4 | | 18.7 | | 6.3 | | 14.2 | | 8.4 | | -6.8 | | -3.6 | | 261.3 | |
Government Securities | | 312.2 | | 14.7 | | -37.7 | | -36.6 | | 6.5 | | -53.1 | | 7.0 | | -7.0 | | -0.4 | | 258.7 | |
Limited-Term Bond | | 148.1 | | 16.6 | | -17.0 | | 27.5 | | 1.7 | | 28.8 | | 1.8 | | -1.8 | | 0.2 | | 177.1 | |
Municipal High Income | | 413.7 | | 15.3 | | -29.2 | | -14.8 | | 11.3 | | -17.4 | | 14.5 | | -14.5 | | -0.8 | | 395.5 | |
InvestEd Cash Reserve | | 0.4 | | 0.1 | | 0.0 | | 0.0 | | 0.0 | | 0.1 | | 0.0 | | 0.0 | | 0.0 | | 0.5 | |
| | | | | | | | | | | | | | | | | | | | | |
Advisors Funds Total | | 19,518.2 | | 846.0 | | -1,508.8 | | -384.7 | | 108.7 | | -938.8 | | 97.3 | | -122.0 | | -460.1 | | 18,094.6 | |
7
| | Net Assets
at 12-31-03 | | Shareholder Transactions | | Net Invest
Income | | Dividends
Paid | | Valuation
Change | | Net Assets
at 8-31-04 | |
Sales | | Redempt. | | Net. Exch. | | Div. Reinv. | | Total |
| | | | | | | | | | | | | | | | | | | | | |
Core Equity | | 310.2 | | 6.5 | | -38.9 | | -12.7 | | 0.0 | | -45.1 | | -1.0 | | 0.0 | | -4.1 | | 260.0 | |
Small Cap Growth | | 568.7 | | 40.6 | | -111.7 | | -3.9 | | 0.0 | | -75.0 | | -5.9 | | 0.0 | | -22.1 | | 465.7 | |
Mid Cap Growth | | 67.4 | | 10.0 | | -7.3 | | 7.0 | | 0.0 | | 9.7 | | -0.8 | | 0.0 | | 1.9 | | 78.2 | |
Large Cap Growth | | 145.4 | | 19.9 | | -22.0 | | 3.9 | | 0.0 | | 1.8 | | -0.8 | | 0.0 | | -10.8 | | 135.6 | |
Tax-Managed Equity | | 6.7 | | 1.4 | | -0.7 | | 2.3 | | 0.0 | | 3.0 | | 0.0 | | 0.0 | | -0.1 | | 9.6 | |
Global Natural Resources | | 152.2 | | 305.3 | | -44.4 | | 47.5 | | 0.1 | | 308.5 | | -1.8 | | 0.0 | | 32.8 | | 491.7 | |
Cundill Global Value | | 52.3 | | 100.8 | | -6.4 | | 57.6 | | 0.0 | | 152.0 | | -0.8 | | 0.0 | | 10.8 | | 214.3 | |
Municipal Bond | | 26.5 | | 1.4 | | -3.2 | | 0.5 | | 0.4 | | -0.9 | | 0.8 | | -0.7 | | -0.1 | | 25.6 | |
Limited-Term Bond | | 70.0 | | 10.3 | | -9.9 | | -1.9 | | 0.9 | | -0.6 | | 1.0 | | -0.8 | | -0.4 | | 69.2 | |
Int’l Growth | | 75.5 | | 2.4 | | -7.1 | | -1.7 | | 0.0 | | -6.4 | | -0.3 | | 0.0 | | -3.2 | | 65.6 | |
International | | 191.1 | | 7.8 | | -37.6 | | -2.2 | | 0.0 | | -32.0 | | -0.2 | | 0.0 | | -5.8 | | 153.1 | |
International Value | | 42.1 | | 3.0 | | -9.0 | | 1.2 | | 0.0 | | -4.8 | | -0.1 | | 0.0 | | -0.7 | | 36.5 | |
European Opportunities | | 96.8 | | 73.9 | | -70.5 | | 23.5 | | 0.0 | | 26.9 | | 0.2 | | 0.0 | | 4.9 | | 128.8 | |
Pacific Opportunities | | 25.9 | | 10.4 | | -4.0 | | 13.5 | | 0.0 | | 19.9 | | -0.1 | | 0.0 | | -2.5 | | 43.2 | |
Asset Strategy | | 70.2 | | 9.4 | | -7.1 | | 2.6 | | 0.2 | | 5.1 | | 0.4 | | -0.2 | | -0.6 | | 74.9 | |
Dividend Income | | 22.6 | | 6.6 | | -6.3 | | 9.1 | | 0.0 | | 9.4 | | 0.0 | | 0.0 | | 0.1 | | 32.1 | |
Science & Technology | | 137.8 | | 17.4 | | -14.7 | | 4.6 | | 0.0 | | 7.3 | | -1.8 | | 0.0 | | -4.3 | | 139.0 | |
Bond | | 22.6 | | 1.6 | | -2.4 | | 1.4 | | 0.6 | | 1.2 | | 0.8 | | -0.8 | | -0.1 | | 23.7 | |
Mortgage Securities | | 135.0 | | 31.5 | | -29.2 | | 16.1 | | 3.5 | | 21.9 | | 4.4 | | -4.4 | | 0.6 | | 157.5 | |
Balanced | | 109.5 | | 5.9 | | -20.6 | | 2.7 | | 0.5 | | -11.5 | | 0.5 | | -0.4 | | 0.0 | | 98.1 | |
International Balanced | | 55.4 | | 4.9 | | -1.8 | | 7.0 | | 0.2 | | 10.3 | | 1.0 | | -0.5 | | 0.2 | | 66.4 | |
Real Estate | | 89.5 | | 52.1 | | -13.3 | | 31.4 | | 0.4 | | 70.6 | | 1.3 | | -0.3 | | 16.5 | | 177.6 | |
Small Cap Value | | 79.2 | | 19.7 | | -7.6 | | 19.7 | | 0.0 | | 31.8 | | -0.6 | | 0.0 | | -2.7 | | 107.7 | |
Value | | 72.1 | | 5.0 | | -6.5 | | 10.2 | | 0.0 | | 8.7 | | 0.0 | | -0.1 | | 1.6 | | 82.3 | |
High Income | | 48.9 | | 9.5 | | -5.7 | | 4.4 | | 2.0 | | 10.2 | | 2.3 | | -2.3 | | -1.0 | | 58.1 | |
| | | | | | | | | | | | | | | | | | | | | |
IVY Funds Total | | 2,673.6 | | 757.3 | | -487.9 | | 243.8 | | 8.8 | | 522.0 | | -1.5 | | -10.5 | | 10.9 | | 3,194.5 | |
| | | | | | | | | | | | | | | | | | | | | |
Advisors & IVY Funds Total | | 22,191.8 | | 1,603.3 | | -1,996.7 | | -140.9 | | 117.5 | | -416.8 | | 95.8 | | -132.5 | | -449.2 | | 21,289.1 | |
8
| | Net Assets
at 12-31-03 | | Shareholder Transactions | | Net Invest
Income | | Dividends
Paid | | Valuation
Change | | Net Assets
at 8-31-04 | |
Sales | | Redempt. | | Net. Exch. | | Div. Reinv. | | Total |
| | | | | | | | | | | | | | | | | | | | | |
Asset Strategy | | 226.9 | | 26.3 | | -9.1 | | 0.0 | | 17.2 | | 2.8 | | | | 0.0 | | -2.7 | | 244.2 | |
Money Mkt | | 64.3 | | 33.4 | | -39.6 | | 0.0 | | -6.2 | | -0.1 | | | | 0.0 | | 0.0 | | 58.0 | |
Bond | | 235.3 | | 9.2 | | -30.5 | | 0.0 | | -21.3 | | 6.2 | | | | 0.0 | | -0.2 | | 220.0 | |
High Inc | | 164.5 | | 17.1 | | -14.2 | | | | 0.0 | | 2.9 | | 8.0 | | 0.0 | | -1.5 | | 173.9 | |
Growth | | 1,282.9 | | 58.4 | | -96.4 | | | | 0.0 | | -38.0 | | -1.8 | | 0.0 | | -76.5 | | 1,166.6 | |
Core Equity | | 736.2 | | 19.9 | | -58.5 | | | | 0.0 | | -38.6 | | 2.0 | | 0.0 | | -10.1 | | 689.5 | |
Value | | 269.3 | | 32.8 | | -14.0 | | | | 0.0 | | 18.8 | | 1.7 | | 0.0 | | 5.1 | | 294.9 | |
International Port | | 169.6 | | 14.0 | | -14.0 | | | | 0.0 | | 0.0 | | 0.7 | | 0.0 | | -6.4 | | 163.9 | |
Small Cap Port | | 544.4 | | 34.4 | | -46.3 | | | | 0.0 | | -11.9 | | -3.0 | | 0.0 | | -23.1 | | 506.4 | |
Balanced Port | | 614.8 | | 31.6 | | -54.8 | | | | 0.0 | | -23.2 | | 4.9 | | 0.0 | | -3.2 | | 593.3 | |
Ltd-Term Bond Port | | 73.6 | | 14.8 | | -9.2 | | | | 0.0 | | 5.6 | | 1.5 | | 0.0 | | -0.4 | | 80.3 | |
Small Cap Value | | 96.0 | | 16.1 | | -8.5 | | | | 0.0 | | 7.6 | | -0.3 | | 0.0 | | -2.0 | | 101.3 | |
Microcap Growth | | 41.0 | | 6.9 | | -5.8 | | | | 0.0 | | 1.1 | | -0.1 | | 0.0 | | -5.6 | | 36.4 | |
International Stock | | 324.1 | | 22.6 | | -23.7 | | | | 0.0 | | -1.1 | | 5.2 | | 0.0 | | 4.8 | | 333.0 | |
Real Estate | | 0.0 | | 6.0 | | 0.0 | | | | 0.0 | | 6.0 | | 0.0 | | 0.0 | | 0.7 | | 6.7 | |
Mortgage Securities | | 0.0 | | 15.6 | | 0.0 | | | | 0.0 | | 15.6 | | 0.2 | | 0.0 | | 0.4 | | 16.2 | |
Dividend Income | | 0.0 | | 7.2 | | -0.1 | | | | 0.0 | | 7.1 | | 0.0 | | 0.0 | | -0.1 | | 7.0 | |
Science & Technology | | 268.5 | | 25.1 | | -16.1 | | | | 0.0 | | 9.0 | | -1.6 | | 0.0 | | -8.9 | | 267.0 | |
| | | | | | | | | | | | | | | | | | | | | |
W & R Target Funds Total | | 5,111.4 | | 391.4 | | -440.8 | | 0.0 | | 0.0 | | -49.4 | | 26.3 | | 0.0 | | -129.7 | | 4,958.6 | |
| | | | | | | | | | | | | | | | | | | | | |
Funds Total w/o Cash Management | | 27,303.2 | | 1,994.7 | | -2,437.5 | | -140.9 | | 117.5 | | -466.2 | | 122.1 | | -132.5 | | -578.9 | | 26,247.7 | |
| | | | | | | | | | | | | | | | | | | | | |
Cash Management | | 839.2 | | 326.4 | | -539.6 | | 135.4 | | 1.3 | | -76.5 | | 1.3 | | -1.4 | | 0.0 | | 762.6 | |
| | | | | | | | | | | | | | | | | | | | | |
All Mutual Funds | | 28,142.4 | | 2,321.1 | | -2,977.1 | | -5.5 | | 118.8 | | -542.7 | | 123.4 | | -133.9 | | -578.9 | | 27,010.3 | |
9
EXHIBIT C-2
W&R Group of Companies
Total Revenues
For the period indicated in each column heading
Amounts in thousands
| | Aug-03 | | Sep-03 | | Oct-03 | | Nov-03 | | Dec-03 | | Jan-04 | | Feb-04 | | Mar-04 | | Apr-04 | | May-04 | | Jun-04 | | Jul-04 | | Aug-04 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
REVENUES: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investment management fees | | 17,457 | | 17,483 | | 18,971 | | 18,685 | | 19,938 | | 20,717 | | 19,292 | | 20,287 | | 19,942 | | 19,727 | | 19,592 | | 19,667 | | 19,156 | |
Underwriting & distribution fees | | 13,423 | | 14,068 | | 15,950 | | 14,438 | | 17,509 | | 15,846 | | 15,268 | | 18,688 | | 16,522 | | 14,349 | | 14,833 | | 14,826 | | 13,820 | |
Shareholder service fees | | 6,210 | | 6,223 | | 6,132 | | 6,140 | | 6,303 | | 6,495 | | 6,376 | | 6,096 | | 6,363 | | 6,352 | | 6,386 | | 6,333 | | 6,381 | |
Investment & other revenue | | 281 | | 174 | | 251 | | -1,458 | | 3,591 | | 232 | | 187 | | 185 | | 190 | | 167 | | 2,137 | | -314 | | 168 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
TOTAL REVENUE | | 37,371 | | 37,948 | | 41,304 | | 37,805 | | 47,341 | | 43,290 | | 41,123 | | 45,256 | | 43,017 | | 40,595 | | 42,948 | | 40,512 | | 39,525 | |
| | QTD | | QTD | | Variance | | Variance | | | | QTD | | Variance | | Variance | | YTD | | | | | | Variance | | Variance | |
| | Aug-04 | | May-04 | | Dollars | | Percent | | QTD | | Aug-04 | | Aug-03 | | Dollars | | Percent | | YTD | | Aug-04 | | Aug-03 | | Dollars | | Percent | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
REVENUES: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investment management fees | | 38,823 | | 39,669 | | -846 | | -2.1 | % | | | 38,823 | | 35,006 | | 3,817 | | 10.9 | % | | | 158,380 | | 128,841 | | 29,539 | | 22.9 | % |
Underwriting & distribution fees | | 28,646 | | 30,871 | | -2,225 | | -7.2 | % | | | 28,646 | | 28,005 | | 641 | | 2.3 | % | | | 124,152 | | 114,622 | | 9,530 | | 8.3 | % |
Shareholder service fees | | 12,714 | | 12,715 | | -1 | | 0.0 | % | | | 12,714 | | 11,964 | | 750 | | 6.3 | % | | | 50,782 | | 45,881 | | 4,901 | | 10.7 | % |
Investment & other revenue | | -146 | | 357 | | -503 | | -140.9 | % | | | -146 | | 518 | | -664 | | -128.2 | % | | | 2,952 | | 3,440 | | -488 | | -14.2 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
TOTAL REVENUE | | 80,037 | | 83,612 | | -3,575 | | -4.3 | % | | | 80,037 | | 75,493 | | 4,544 | | 6.0 | % | | | 336,266 | | 292,784 | | 43,482 | | 14.9 | % |
EXHIBIT D
[FORM OF COMPETITIVE BID]
JP Morgan Chase Bank,
as Administrative Agent
270 Park Avenue
New York, New York 10017
,
Ladies and Gentlemen:
Pursuant to subsection 2.06(b) of the Credit Agreement dated as of October 8, 2004 (the “Credit Agreement”), among Waddell & Reed Financial, Inc. (the “Company”), the Lenders party thereto and JPMorgan Chase Bank, as Administrative Agent, the undersigned hereby makes a Competitive Bid in response to the Competitive Bid Request made by the Company on [Date], and in that connection sets forth below the terms on which such Competitive Bid is made:
(A) Principal Amount (1) | | |
| | |
(B) Competitive Bid Rate (2) | | |
| | |
(C) Interest Period and last day thereof | | |
The undersigned hereby confirms that it is prepared, subject to the conditions set forth in the Credit Agreement, to extend credit to the Company upon acceptance by the Company of this bid in accordance with subsection 2.06(d) of the Credit Agreement.
Terms defined in the Credit Agreement are used in this bid with their defined meanings.
| Very truly yours, |
| |
| [NAME OF BANK], |
| |
| |
| By: | | |
| Name: |
| Title: |
(1) Not less than $5,000,000 or greater than the requested Competitive Borrowing and in integral multiples of $1,000,000. Multiple bids will be accepted by the Administrative Agent.
(2) LIBO Rate + or – [ ]%, in the case of Eurodollar Loans, or [ ]%, in the case of Fixed Rate Loans, in either case such percentage rate to be expressed to no more than four decimal places.
