10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2013

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 0-16633

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

(Exact name of registrant as specified in its charter)

MISSOURI	43-1450818
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

12555 Manchester Road Des Peres, Missouri	63131
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (314) 515-2000

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

Title of each class	Name of each exchange on which registered
NONE	NONE

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

Limited Partnership Interests

(Title of Class)

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

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

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

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

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

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x  (Do not check if a smaller reporting company)	Smaller reporting company	¨

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

As of February 28, 2014, 639,232 units of limited partnership interest (“Interests”) are outstanding, each representing $1,000 of limited partner capital. There is no public or private market for such Interests.

DOCUMENTS INCORPORATED BY REFERENCE

None

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

TABLE OF CONTENTS

		Page
PART I
Item 1	Business		3
Item 1A	Risk Factors		15
Item 1B	Unresolved Staff Comments		32
Item 2	Properties		32
Item 3	Legal Proceedings		33
Item 4	Mine Safety Disclosures		35
PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		36
Item 6	Selected Financial Data		36
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations		38
Item 7A	Quantitative and Qualitative Disclosures about Market Risk		59
Item 8	Financial Statements and Supplementary Data		60
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		89
Item 9A	Controls and Procedures		89
Item 9B	Other Information		89
PART III
Item 10	Directors, Executive Officers and Corporate Governance		90
Item 11	Executive Compensation		97
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		99
Item 13	Certain Relationships and Related Transactions, and Director Independence		100
Item 14	Principal Accounting Fees and Services		102
PART IV
Item 15	Exhibits and Financial Statement Schedules		103
	Signatures		104

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PART I

ITEM 1. BUSINESS

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

As of December 31, 2013, the Partnership operates in two geographic segments, the United States (“U.S.”) and Canada. Edward Jones is comprised of two registered broker-dealers primarily serving individual investors in the U.S. and, through a subsidiary, Canada. As the ultimate parent company of Edward Jones, JFC is a holding company. Edward Jones primarily derives its revenue from the retail brokerage business through the sale of listed and unlisted securities and insurance products, investment banking, principal transactions, distribution of mutual fund shares, and through fees related to assets held by and account services provided to its clients. Edward Jones conducts business in the U.S. and Canada with its clients, various brokers, dealers, clearing organizations, depositories and banks. For financial information related to segments for the years ended December 31, 2013, 2012 and 2011, see Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 16 to the Consolidated Financial Statements.

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Item 1. Business, continued

ORGANIZATIONAL STRUCTURE

At December 31, 2013, the Partnership was organized as follows:

For additional information about the Partnership’s other subsidiaries and affiliates, see Exhibit 21.

Branch Office Network. The Partnership primarily serves individual long-term investors through its extensive network of branch offices. The Partnership operated 11,647 branch offices as of December 31, 2013, primarily staffed by a single financial advisor and a branch office administrator. Of this total, the Partnership operated 11,083 offices in the U.S. (located in all 50 states) and 564 offices in Canada.

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Item 1. Business, continued

Governance. Unlike a corporation, the Partnership is not governed by a board of directors and has no individuals who are designated as directors. Moreover, none of its securities are listed on a securities exchange and therefore the governance requirements that apply to many U.S. Securities and Exchange Commission (“SEC”) reporting companies do not apply to it. Under the terms of the Partnership’s Eighteenth Amended and Restated Partnership Agreement (“the Partnership Agreement”), the Managing Partner has primary responsibility for administering the Partnership’s business, determining its policies and controlling the management and conduct of the Partnership’s business, and has the power to admit and dismiss general partners of JFC and to adjust the proportion of their respective interests in JFC. As of December 31, 2013, JFC was composed of 371 general partners, 13,760 limited partners and 297 subordinated limited partners. See Item 10 – Directors, Executive Officers and Corporate Governance for a description of the governance structure of the Partnership.

Revenues by Source. The following table sets forth the sources of the Partnership’s revenues for the past three years. Due to the interdependence of the activities and departments of the Partnership’s investment business and the arbitrary assumptions required to allocate overhead, it is impractical to identify and specify expenses applicable to each aspect of the Partnership’s operations. Further information on revenue related to the Partnership’s segments is provided in Note 16 to the Consolidated Financial Statements and Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations.

($ thousands)	2013				2012				2011
Asset-based fees	$	2,522,719	44	%	$	2,042,392	41	%	$	1,776,883	39	%
Commissions
Mutual funds		1,166,677	21	%		1,050,948	21	%		866,005	19	%
Listed and unlisted securities		594,676	10	%		539,189	11	%		447,498	10	%
Insurance		373,043	7	%		388,889	7	%		385,184	8	%
Total commissions		2,134,396	38	%		1,979,026	39	%		1,698,687	37	%
Account and activity fees		567,617	10	%		573,949	11	%		522,898	11	%
Principal transactions		182,547	3	%		155,895	3	%		284,231	6	%
Interest and dividends		133,726	2	%		133,469	3	%		130,150	3	%
Investment banking		122,365	2	%		111,539	2	%		153,100	3	%
Other revenue		52,281	1	%		31,148	1	%		11,553	1	%
Total revenue	$	5,715,651	100	%	$	5,027,418	100	%	$	4,577,502	100	%

Asset-based Fees

The Partnership earns fees from investment advisory services offered through Edward Jones Advisory Solutions (“Advisory Solutions”), Edward Jones Managed Account Program (“MAP”) and, in Canada, Edward Jones Portfolio Program (“Portfolio Program”) and Guided Portfolios Program. Advisory Solutions and MAP are both registered as investment advisory programs with the SEC under the Investment Advisers Act of 1940. Portfolio Program and Guided Portfolios Program are not required to be registered under this Act as services from these programs are only offered in Canada.

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Item 1. Business, continued

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

In order to accommodate the current size and expected growth in Advisory Solutions, in 2013 the Partnership launched a new sub-advised mutual fund, Bridge Builder Trust (the “Trust”), for clients of Advisory Solutions. Olive Street Investment Advisers, L.L.C. (“OLV”), a wholly-owned subsidiary of JFC and a Missouri limited liability company, was formed in December 2012 to be the investment adviser to the Bridge Builder fund. In 2013, the Trust hired OLV as the overall investment adviser to the Trust’s sub-advised mutual fund. OLV has primary responsibility for allocation of funds, setting the mutual fund’s overall investment strategies, the selection and management of subadvisors, and supervisory responsibility for the general management of the trust, subject to the review and approval by its board of trustees. As of December 31, 2013, the Trust had client assets under management of $5.9 billion.

MAP and Portfolio Program offer investment advisory services to clients, for a monthly fee based upon the average value of assets in the program, by using independent investment managers and proprietary asset allocation models. Guided Portfolios Program is a non-discretionary, fee-based program with structured investment guidelines.

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

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

In addition, the Partnership earns revenue sharing from certain mutual fund and insurance companies. In most cases, this is additional compensation paid by investment advisers, insurance companies or distributors based on a percentage of average assets held by the Partnership’s clients.

The Partnership is a 49.5% limited partner of Passport Research, Ltd., the investment adviser to certain money market funds made available to the Partnership’s clients. Revenue from this source is primarily based on client assets in the funds. However, due to the low interest rate environment, the investment adviser voluntarily chose (beginning in March 2009) to reduce certain fees charged to the funds to a level that will maintain a positive client yield on funds. For further information on this reduction of fees, see Item 7A – Quantitative and Qualitative Disclosures About Market Risk.

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Item 1. Business, continued

Commissions

Commissions revenue consists of charges to clients for the purchase or sale of mutual fund shares, equities and insurance products. The following briefly describes the Partnership’s sources of commissions revenue.

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

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

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

Account and Activity Fees

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

The Partnership charges fees to certain mutual fund companies for sub-transfer agent accounting services, including maintaining client account information and providing other administrative services for the mutual funds. Also, the Partnership acts as the custodian for clients’ IRA accounts and the clients are charged an annual fee for this service. Account and activity fees also include sales-based revenue sharing fees pursuant to arrangements with certain mutual fund and insurance companies where the companies pay additional compensation to the Partnership based on a percentage of current year sales by the Partnership of products supplied by these companies. The Partnership earns revenue through a co-branded credit card with a major credit card company. Previously, the Partnership earned revenue from offering mortgage loans to its clients through a joint venture. However, the joint venture partner elected to terminate the arrangement in April 2013 and the joint venture discontinued offering mortgage loans to the Partnership’s clients at that time.

Principal Transactions

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

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Interest and Dividends

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

The Partnership’s interest income is impacted by the level of client margin account balances, cash and cash equivalents, cash and investments segregated under federal regulations, securities purchased under agreements to resell, partnership loans, inventory securities and investment securities and the interest rates earned on each.

Investment Banking

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

The Partnership’s investment banking activities are performed primarily by its Syndicate, Investment Banking and Unit Investment Trust departments. The principal service which the Partnership renders as an investment banker is the underwriting and distribution of securities, either in a primary distribution on behalf of the issuer of such securities or in a secondary distribution on behalf of a holder of such securities. The roles the Partnership may play include senior manager, co-manager, syndicate member, selling group member, dealer or distributor and encompass both negotiated and competitively bid offerings.

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

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

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

Significant Revenue Source

As of December 31, 2013, the Partnership distributed mutual funds for approximately 75 mutual fund companies, including American Funds Distributors, Inc. which represented 19% of the Partnership’s total revenue for the year ended December 31, 2013. This revenue consisted of commissions, asset-based fees and account and activity fees, which are described above. The revenue generated from this company relates to business conducted with the Partnership’s U.S. segment.

BUSINESS OPERATIONS

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

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

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

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

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

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

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

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

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

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

Employees. The Partnership’s financial advisors are employees (or general partners of the Partnership) and are not independent contractors. As of December 31, 2013, the Partnership had approximately 39,000 full and part-time employees, including its 13,158 financial advisors. The Partnership’s financial advisors are generally compensated on a commission basis and may be entitled to bonus compensation based on their respective branch office profitability and the profitability of the Partnership. The Partnership pays bonuses to its non-financial advisor employees pursuant to a discretionary formula established by management.

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Employees of the Partnership in the U.S. are bonded under a blanket policy as required by Financial Industry Regulation Authority, Inc. (“FINRA”) rules. The Partnership has a per occurrence coverage limit in the U.S. of $5,000,000, subject to a $500,000 deductible provision. In addition, there is excess coverage with an annual aggregate amount of $45,000,000. Employees of the Partnership in Canada are bonded under a blanket policy as required by the Investment Industry Regulation Organization of Canada (“IIROC”). The Partnership has an annual aggregate amount of coverage in Canada of C$50,000,000 with a per occurrence limit of C$25,000,000, subject to a C$50,000 deductible provision per occurrence.

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

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

Competition. The Partnership is subject to intense competition in all phases of its business from other securities firms, many of which are substantially larger than the Partnership in terms of capital, brokerage volume and underwriting activities. In addition, the Partnership encounters competition from other organizations such as banks, insurance companies, and others offering financial services and advice. The Partnership also competes with a number of firms offering discount brokerage services, usually with lower levels of personalized service to individual clients. Clients are free to transfer their business to competing organizations at any time, although a fee may be charged to do so. There is intense competition among firms for financial advisors. The Partnership experiences continued efforts by competing firms to hire away its financial advisors, although the Partnership believes its rate of turnover of financial advisors is in line with other comparable firms.

REGULATION

Broker-Dealer and Investment Adviser Regulation

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

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The SEC is the federal agency responsible for the administration of the U.S. securities laws. Its mission is to protect investors, maintain fair, orderly and efficient markets and facilitate capital formation. Edward Jones is registered as a broker-dealer and investment adviser with the SEC. Much of the regulation of broker-dealers has been delegated to SROs, principally FINRA. FINRA adopts rules (which are subject to approval by the SEC) that govern the broker-dealer industry and conducts periodic examinations of Edward Jones’ operations.

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

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

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

Pursuant to U.S. federal law, Edward Jones belongs to the Securities Investors Protection Corporation (“SIPC”). For clients in the U.S., SIPC provides $500,000 of coverage for missing cash and securities, with a maximum of $250,000 for cash claims. Pursuant to IIROC requirements, the Canada broker-dealer belongs to the Canadian Investor Protection Fund (“CIPF”), a non-profit organization that provides investor protection for investment dealer insolvency. For clients in Canada, CIPF limits coverage to C$1,000,00 in total, which can be any combination of securities and cash.

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

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

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Additional legislation, changes in rules promulgated by the SEC, the Department of Labor and SROs, and/or changes in the interpretation or enforcement of existing laws and rules, may directly affect the operations and profitability of broker-dealers and investment advisers. With the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”), the SEC has been directed to study existing practices in the industry and granted discretionary rulemaking authority to establish, among other things, comparable standards of conduct for broker-dealers and investment advisers when providing personalized investment advice about securities to retail clients and such other clients as the SEC provides by rule. The SEC may engage in rulemaking or issue interpretive guidance concerning the standard of conduct for broker-dealers and investment advisers. FINRA or other regulatory authorities may also issue rules related to the Dodd–Frank Act, but it is unclear at this time what impact such rulemaking activities will have on the Partnership or its operations.

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

EJTC is a federally chartered savings and loan association and, effective October 31, 2012, operates under a limited purpose “trust-only” charter which generally restricts EJTC to acting solely in a trust or fiduciary capacity. EJTC is subject to supervision and regulation by the Office of the Comptroller of the Currency (“OCC”). EJTC’s limited purpose charter allowed JFC to deregister as a savings and loan holding company subject to regulation by the Federal Reserve. JFC is currently subject to supervision and regulation by the OCC.

Uniform Net Capital Rule

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

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

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Item 1. Business, continued

FORWARD-LOOKING STATEMENTS

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

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

AVAILABLE INFORMATION

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

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ITEM 1A. RISK FACTORS

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

RISK RELATED TO THE PARTNERSHIP’S BUSINESS

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

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

As the Partnership’s composition of net revenue becomes more heavily weighted towards asset-based fee revenue, a decrease in the market value of assets can have a greater negative impact on the Partnership’s financial results than experienced in prior years, due to the fact that asset-based fees are earned on the value of the underlying client assets. Conversely, in times of improved market conditions the Partnership’s asset-based fee revenue would be positively impacted due to the increase in the market value of assets on which fees are earned.

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

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Item 1A. Risk Factors, continued

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

LEGISLATIVE AND REGULATORY INITIATIVES — Newly adopted federal legislation and pending regulatory proposals intended to reform the financial services industry could significantly impact the regulation and operation of the Partnership and its subsidiaries. In addition, such laws and regulations may significantly alter or restrict the Partnership’s historic business practices, which could negatively affect its operating results.

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

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

Department of Labor. In 2010, the Department of Labor (the “DOL”) proposed a modification to a rule that would have impacted the Employee Retirement Income Security Act’s definition of “fiduciary” and potentially limited certain of Edward Jones’ business practices. In September 2011, the DOL announced that it was withdrawing the proposed rule and stated its intention to re-propose the rule in the future. The DOL has not yet re-proposed the rule, but the Partnership expects such re-proposal to occur in the near future. The DOL has indicated that the re-proposed rule will impact IRAs and has indicated an intention to address what has been generally described as “third party payments,” such as revenue sharing. The Partnership cannot predict what the re-proposed rule will say, what its scope will be, when it will be re-proposed or adopted, or what the impact will be on the Partnership. However, any such rule could impact the operations of Edward Jones and the profitability of the Partnership.

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Item 1A. Risk Factors, continued

Rule 12b-1 Fees. The Partnership receives various payments in connection with the purchase, sale and on-going servicing of mutual fund shares by its clients. Those payments include Rule 12b-1 fees (i.e., service fees) and expense reimbursements. Rule 12b-1, under the Investment Company Act of 1940, allows a mutual fund to pay distribution and marketing expenses out of the fund’s assets. The SEC currently does not limit the size of Rule 12b-1 fees that funds may pay. FINRA does impose such limitations. However, in July, 2010 the SEC proposed reform of Rule 12b-1. The proposal called for the rescission of Rule 12b-1 and a proposed new Rule 12b-2 which would allow funds to deduct a fee on an annual basis of up to 25 basis points to pay for distribution expenses without a cumulative cap on this fee. Additionally, the proposal includes other amendments that would permit funds to deduct an asset-based distribution fee in which the fund may deduct ongoing sales charges with no annual limit, but cumulatively the asset-based distribution fee could not exceed the amount of the highest front-end load for a particular fund. The proposed rule also allows funds to create and distribute a class of shares at net asset value and dealers could establish their own fee schedule. The proposal includes additional requirements for disclosure on trade confirmations and in fund documents. These proposed rules have not been enacted and the Partnership cannot predict with any certainty whether or which of these proposals will be enacted in their current form, revised form or not enacted at all. In addition, the Partnership is not yet able to determine the potential financial impact on its operating results related to this proposed reform of Rule 12b-1. For further information on the amount of Rule 12b-1 fees earned by the Partnership, see Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Health Care Reform. The Patient Protection and Affordable Care Act (“PPACA”) was signed into law in March, 2010, amended and revised by the Health Care and Education and Reconciliation Act of 2010 (“collectively referred to as “Affordable Care Act”). The Affordable Care Act requires employers to provide affordable coverage with minimum value to full-time employees or pay a financial penalty and pay other fees for providing coverage. The Affordable Care Act contains provisions that go into effect over the next several years that expand employee eligibility for the Partnership’s medical plan and place certain requirements on plan design. Regulatory guidance required to fully assess the impact of this law is still forthcoming. The impact on 2014 is expected to be immaterial. The Partnership is not yet able to determine the full potential financial impact on its operating results for fiscal 2015 and beyond.

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

Money Market Mutual Funds. On June 5, 2013, the SEC proposed rules to reform money market mutual funds. The proposal includes two alternative reforms, which could be adopted separately or in combination. The first alternative would require institutional prime funds to move to a floating net asset value (“NAV”). Alternative one would maintain the stable NAV for all government money market funds and other retail money market funds, defined by the proposal as any money market funds that limit shareholder redemptions to no more than $1 million per business day. Alternative two would permit money market funds to maintain a stable NAV, but provide for liquidity fees and redemption gates as a mechanism to counter shareholder redemptions in times of market stress.

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Item 1A. Risk Factors, continued

This alternative would require a non-government money market fund’s board to impose a two percent liquidity fee if a fund’s level of liquid assets falls below 15% of the fund’s total assets, unless the board determines this is not in the shareholder’s best interest. The fund board could also postpone or gate shareholder redemptions for up to 30 days should a fund fall below the 15% threshold. The SEC’s proposal also includes additional diversification and disclosure requirements that would apply under either alternative. The Partnership cannot predict with any certainty whether the SEC will adopt one of these alternatives, a hybrid approach combining the two alternatives, or decide to take a completely different approach to money market reform based on the written comments received from interested parties to this proposal. SEC adoption of any money market reform could have a financial impact on the Partnership’s operating results, but the Partnership has not yet been able to determine what that impact may be.

The Regulatory Initiatives may impact the manner in which the Partnership markets its products and services, manages its business and operations, and interacts with clients and regulators, any or all of which could materially impact the Partnership’s results of operations, financial condition, and liquidity. However, the Partnership cannot presently predict when or if any Regulatory Initiatives will be enacted or the impact that any Regulatory Initiatives will have on the Partnership.

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

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

Competition among financial services firms also exists for financial advisors and other personnel. The Partnership’s continued ability to expand its business and to compete effectively depends on the Partnership’s ability to attract qualified employees and to retain and motivate current employees. If the Partnership’s profitability decreases, then bonuses paid to financial advisors and other personnel, along with profit-sharing contributions, may be decreased or eliminated, increasing the risk that personnel could be hired away by competitors. In addition, the Partnership has recently faced increased competition from larger firms in its non-urban markets, and from a broad range of firms in the urban and suburban markets in which the Partnership competes.

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

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Item 1A. Risk Factors, continued

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

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

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

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

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

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

Regardless of the presence of a market downturn, the Partnership has not historically been able to consistently meet its growth objectives. For 2013, the Partnership grew by 695 financial advisors, slightly less than its annual growth objective. There can be no assurance that the Partnership will be able to grow at desired rates in future periods or maintain its current number of financial advisors.

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Item 1A. Risk Factors, continued

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

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

INCREASED FINANCIAL ADVISOR COMPENSATION — The Partnership has recently increased the compensation it pays to new financial advisors and implemented a retirement transition plan for current financial advisors, both of which could negatively impact its profitability and capital.

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

Additionally, to better transition clients to a new financial advisor when their current financial advisor retires, as well as to retain quality financial advisors until retirement, a new retirement transition plan has recently been announced that offers increased financial consideration prior to and after retirement for financial advisors who provide client transition services in accordance with a retirement transition agreement. If this increased financial consideration does not increase client asset retention or help to retain quality financial advisors until retirement, the additional financial consideration could negatively impact the Partnership’s profitability and capital in future periods.

LITIGATION AND REGULATORY INVESTIGATIONS AND PROCEEDINGS — As a securities firm, the Partnership is subject to litigation involving civil plaintiffs seeking substantial damages and regulatory investigations and proceedings, which have increased over time and are expected to continue to increase.

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

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Item 1A. Risk Factors, continued

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

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

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

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

The Partnership is particularly dependent on Broadridge, which acts as the Partnership’s primary vendor for providing accounting and record-keeping for client accounts in both the U.S. and Canada. The Partnership’s communications and information systems are integrated with the information systems of Broadridge. There are relatively few alternative providers to Broadridge and although the Partnership has analyzed the feasibility of performing Broadridge’s functions internally, the Partnership may not be able to do it in a cost-effective manner or otherwise. Consequently, any new computer systems or software packages implemented by Broadridge which are not compatible with the Partnership’s systems, or any other interruption or the cessation of service by Broadridge as a result of systems limitations or failures, could cause unanticipated disruptions in the Partnership’s business which may result in financial losses and/or disciplinary action by governmental agencies and/or SROs.

CANADA OPERATIONS — The Partnership is focusing heavily on efforts, and intends to continue to make substantial investments, to support its Canada operations, which have not yet achieved profitability.

The Partnership commenced operations in Canada in 1994 and plans to continue to expand its branch system in Canada. Canada operations have operated at a substantial deficit from inception. The Partnership intends to make additional investments in its Canada operations to address short-term liquidity, capital, or expansion needs, which could be substantial.

There is no assurance Canada operations will ultimately become profitable. For further information on Canada operations, see Note 16 to the Consolidated Financial Statements.

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Item 1A. Risk Factors, continued

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

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

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

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

Liquidity, or ready access to funds, is essential to the Partnership’s business. A tight credit market environment could have a negative impact on the Partnership’s ability to maintain sufficient liquidity to meet its working capital needs. Short-term and long-term financing are two sources of liquidity that could be affected by a tight credit market. In a tight credit market, lenders may reduce their lending to borrowers, including the Partnership. There is no assurance that financing will be available at attractive terms, or at all, in the future. A significant decrease in the Partnership’s access to funds could negatively affect its business and financial management in addition to its reputation in the industry.

Many limited partners have financed their initial or subsequent Partnership capital contributions by obtaining personal bank loans. Any such bank loan agreement is and will be between the partner and the bank. The Partnership does not guarantee the bank loans, nor can partners pledge their Partnership interest as collateral for the bank loan. However, partners who finance all or a portion of their Partnership interest with bank financing may be more likely to request the withdrawal of capital to repay such obligations should the Partnership experience a period of reduced earnings. Any withdrawals by limited partners are subject to the terms of the Partnership Agreement and would reduce the Partnership’s available liquidity and capital.

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Item 1A. Risk Factors, continued

The Partnership makes loans available to those general partners (other than members of the Executive Committee) who require financing for some or all of their Partnership capital contributions. Additionally, in limited circumstances, a general partner may withdraw from the Partnership and become a subordinated limited partner while he or she still has an outstanding Partnership loan. Loans made by the Partnership to general partners are generally for a period of one year, but are expected to be renewed and bear interest at the prime rate, as defined in the loan documents. The Partnership recognizes interest income for the interest earned from general partners in connection with such loans. General partners borrowing from the Partnership will be required to repay such loans by applying their Partnership earnings to such loans, net of amounts retained by the Partnership in accordance with the Partnership Agreement and amounts distributed for income taxes. The Partnership has full recourse against any general partner that defaults on loan obligations. However, there is no assurance that general partners will be able to repay the interest and/or the principal amount of their loans at or prior to maturity.

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

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

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

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

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Item 1A. Risk Factors, continued

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

The Partnership is exposed to the risk that third parties who owe it money, securities or other assets will not meet their obligations. Many of the transactions in which the Partnership engages expose it to credit risk in the event of default by its counterparty or client, such as cash balances held at various major U.S. financial institutions, which typically exceed Federal Deposit Insurance Corporation (“FDIC”) insurance coverage limits. In addition, the Partnership’s credit risk may be increased when the collateral it holds cannot be realized or is liquidated at prices insufficient to recover the full amount of the obligation due to the Partnership. See Item 10 – Director’s, Executive Officers and Corporate Governance, for more information about the Partnership’s credit risk.

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

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

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

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Item 1A. Risk Factors, continued

INTERRUPTION OF BUSINESS AND OPERATIONS — Any substantial disruption to the Partnership’s business and operations could lead to significant financial loss to its business and operations as well as harm relations with its clients.

The Partnership relies heavily on communications and information systems to conduct its business. The Partnership’s home office facilities and its existing computer system and network, including its backup systems, are vulnerable to damage or interruption from human error, natural disasters, power loss, sabotage, computer viruses, intentional acts of vandalism, attempts by others to gain unauthorized access to the Partnership’s information technology system, and similar events. Such an event could substantially disrupt the Partnership’s business by causing physical harm to its home office facilities and its technological systems. In addition, the Partnership’s reputation and business may suffer if clients experience data or financial loss from a significant interruption. The risk of these types of events occurring has grown recently due to increased use of the internet and mobile devices, as well as increased sophistication of external parties who may attempt to cause harm. The Partnership’s primary data center is located in St. Louis, Missouri. The Partnership has a data center in Tempe, Arizona, which currently operates as a secondary data center to its primary data center in St. Louis and is designed to enable the Partnership to maintain service during a system disruption contained in St. Louis. A prolonged interruption of either site might result in a delay in service and substantial additional costs and expenses. While the Partnership has disaster recovery and business continuity planning processes, and interruption and property insurance to mitigate and help protect it against such losses, there can be no assurance that the Partnership is fully protected from such an event. In 2011, the Partnership began re-purposing its secondary data center in Tempe, Arizona in order to be able to operate this facility as a primary data center for processing the most critical systems such that they could run in St. Louis, Missouri or Tempe, Arizona. As of December 31, 2013, it is anticipated that this process will take a few more years to complete.

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

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

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

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Item 1A. Risk Factors, continued

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

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

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

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

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

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

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

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

Serving as an investment adviser to proprietary funds subjects the Partnership, through its ownership of OLV, the investment adviser to the Bridge Builder fund, to additional operational and regulatory requirements, which may result in financial losses and/or disciplinary action by governmental agencies and/or SROs.

26

PART I

Item 1A. Risk Factors, continued

RISKS RELATED TO AN INVESTMENT IN LIMITED PARTNERSHIP INTERESTS

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

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

JFC’s principal operating subsidiaries, including Edward Jones, are subject to various statutory and regulatory restrictions applicable to broker-dealers generally that limit the amount of cash distributions, dividends, loans and advances that those subsidiaries may pay to JFC. Regulations relating to capital requirements affecting some of JFC’s subsidiaries also restrict their ability to pay distributions or dividends and make loans to JFC. See subheading “Regulation” of Item 1, “Business” of this Annual Report on Form 10-K.

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

SUFFICIENCY OF DISTRIBUTIONS TO REPAY FINANCING — Limited partners may finance their purchase of the Interests with a bank loan. The Partnership does not guarantee those loans and distributions may be insufficient to pay the interest or principal on the loans.

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

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

27

PART I

Item 1A. Risk Factors, continued

STATUS AS PARTNER FOR TAX PURPOSES — Limited partners will be subject to income tax liabilities on the Partnership’s income, whether or not income is distributed, and may have an increased chance of being audited.

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

POSSIBLE TAX LAW CHANGES – Federal legislation could significantly impact a limited partner’s taxes by imposing self-employment taxes on such Interest.

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

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

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

Because there is no market for the Interests, there is no fair market value for the Interests. The price ($1,000 per Interest) at which the Interests were offered represents the book value of each Interest. Capital could decline to a point where the book value of the Interests could be less than the price paid.

28

PART I

Item 1A. Risk Factors, continued

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

The Managing Partner has the ability, in his sole discretion, to issue additional Interests or Partnership capital. The Partnership filed a Registration Statement on Form S-8 with the SEC on January 17, 2014 to register $350 million in securities in preparation for its anticipated 2014 Limited Partnership offering. The Partnership intends to offer approximately $300 million in new Interests to eligible financial advisors, branch office administrators and home office associates. The remaining $50 million may be issued in the discretion of the Executive Committee, which may include issuances to financial advisors who complete a retirement transition plan in future years and who may be considered for additional limited partnership interest. The 2014 Limited Partnership offering is expected to close early next year. The issuance of limited partnership interests will reduce the percentage of participation in net income by general partners, subordinated limited partners and current limited partners. Proceeds from the 2014 Limited Partnership offering are expected to be used toward working capital and general corporate purposes and to ensure there is adequate general liquidity of the Partnership for future needs.

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

In 2013, the Partnership retained approximately 14% of the general partners’ net income as capital which is credited monthly to the general partners’ Adjusted Capital Contributions (as defined in the Partnership Agreement). Retention for 2014 is expected to remain at approximately 14%. Such retention, along with any additional capital contributions by general partners, will reduce the percentage of participation in net income by limited partners. There is no requirement to retain a minimum amount of general partners’ net income, and the percentage of retained net income could change at any time in the future. In accordance with the Partnership Agreement, the percentage of income allocated to limited partners is reset annually and the amount of retained general partner income and any additional issuance of general partnership capital reduces the income allocated to limited partners.

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

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

29

PART I

Item 1A. Risk Factors, continued

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

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

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

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

30

PART I

Item 1A. Risk Factors, continued

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

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

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

31

PART I

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

The Partnership primarily conducts its U.S. home office operations from two campus locations in St. Louis, Missouri and one campus location in Tempe, Arizona. As of December 31, 2013, the Partnership’s U.S. home office consisted of 18 separate buildings totaling approximately 2.0 million square feet.

Of the 18 U.S. home office buildings, two buildings are leased through an operating lease and the remaining 16 are owned by the Partnership. In addition, the Partnership leases its Canada home office facility in Mississauga, Ontario through an operating lease. The Partnership also maintains facilities in 11,647 branch locations as of December 31, 2013, which are located in the U.S. and Canada and are predominantly rented under cancelable leases. See Notes 14 and 17 to the Consolidated Financial Statements for information regarding non-cancelable lease commitments and related party transactions, respectively.

32

PART I

ITEM 3. LEGAL PROCEEDINGS

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

Countrywide. There have been four cases filed against Edward Jones (in addition to numerous other issuers and underwriters) asserting claims under the U.S. Securities Act of 1933 (the “Securities Act”) in connection with registration statements and prospectus supplements issued for certain mortgage-backed certificates issued between 2005 and 2007. Three cases are purported class actions (David H. Luther, et al. v. Countrywide Financial Corporation, et al. filed in 2007; Maine State Retirement System, et al. v. Countrywide Financial Corporation, et al. filed in 2010; and Western Conference of Teamsters Pension Trust Fund v. Countrywide Financial Corporation, et al. filed in 2010). All three cases, however, have been settled, and on December 6, 2013, the court granted plaintiffs’ motion for final approval of the settlement. The settlement that was approved by the court (1) establishes a fund to be paid exclusively by Countrywide, (2) contains a complete release for all defendants in all three cases, including Edward Jones, (3) contains proposals for the administration of the settlement fund, and (4) provides for the dismissal of all three cases once the Court enters the final approval of the settlement and enters a final judgment. Because Edward Jones was being indemnified and defended in all three cases, Edward Jones will not be paying and is not required to pay any money into the settlement fund. On December 17, 2013, the Court entered the final judgment and dismissal for all three cases. On January 14, 2014, some objectors to the class action settlement filed their Notice of Appeal of the Court’s final judgment and dismissal. The appeal will be heard by the Ninth Circuit Court of Appeals, but no briefing schedule has been entered.

On August 10, 2012, the FDIC, in its capacity as receiver for Colonial Bank, filed a separate lawsuit (FDIC v. Countrywide Securities Corporation, Inc., et al.) in the U.S. District Court for the Central District of California against numerous issuers and underwriters including Edward Jones. However, plaintiff does not allege that it purchased any tranche of any offering for which Edward Jones acted as dealer. Following defendant’s motion to dismiss, plaintiffs filed their first amended complaint on November 6, 2012. On April 8, 2013, the Court dismissed FDIC v. Countrywide based on statute of limitations grounds. The FDIC filed its notice of appeal of the Court’s dismissal on October 3, 2013. The appeal is pending.

On December 12, 2013, a case was filed in the Superior Court of the State of California, County of Los Angeles, Northwest District styled Triaxx Prime CDO 2006-1 LTD et al. v. Banc of America Securities, LLC et al. The case involves allegations regarding the sale of Countrywide Private Label Mortgage Backed Securities. The complaint alleges that Edward Jones was the underwriter for two tranches of securities sold to the plaintiffs. Edward Jones denies that it was the underwriter for said tranches. The plaintiffs seek damages in an amount to be determined at trial and the consideration paid for the tranches at issue, less any income received on the tranches. The defendants removed the case to federal court on January 10, 2014.

33

PART I

Item 3. Legal Proceedings, continued

Daniel Ezersky, individually and on behalf of all others similarly situated. On March 14, 2013, Edward Jones was named as a defendant in a putative class action lawsuit in the Circuit Court of St. Louis County, Missouri. The petition alleges that Edward Jones breached its fiduciary duties and was unjustly enriched through the use of an online life insurance needs calculator that plaintiff claims inflated the amount of insurance he needed. Plaintiff seeks damages on behalf of Missouri residents who purchased certain life insurance products from Edward Jones between March of 2008 and the present, including: actual damages, or alternatively, judgment in an amount equal to profits gained from the sale of term, whole life or universal life insurance to plaintiff/damages class; punitive damages; injunctive relief; costs, including reasonable fees and expert witness expenses; and reasonable attorneys’ fees. The litigation is in the pleading stage and no class has been certified.

Nicholas Maxwell, individually and on behalf of all others similarly situated. Edward Jones was named as a defendant in a putative class action complaint in Alameda Superior Court. The complaint asserted causes of action for unlawful wage deductions (Labor Code sections 221, 223, 400-410, 2800, 2802, Cal. Code Reg. title 8, section 11040(8)); California Unfair Competition Law violations (Business and Professions Code sections 17200-04); and waiting time penalties (Labor Code sections 201-203). Plaintiff alleges that Edward Jones improperly charged its California financial advisors fees, costs, and expenses related to trading errors or “broken” trades, and failed to timely pay wages at termination; however plaintiff does not allege a specific amount of damages. Plaintiff filed the complaint on December 18, 2012 and Edward Jones filed its answer on February 6, 2013. Plaintiff has not yet filed his motion for class certification.

Tribune. In August 2011, retirees of Times Mirror/Tribune Company filed suit in the U.S. District Court for the Southern District of New York (“SDNY”) against numerous brokerage firms and banks, including Edward Jones, claiming that a fraudulent transfer occurred during the 2007 Times Mirror/Tribune Company merger. Plaintiffs allege that payments made to Tribune Company shareholders, of which Edward Jones’ customers received approximately $6.5 million, constituted fraudulent transfers. The case has been consolidated in the U.S. District Court for the SDNY along with a number of similar cases as part of the multi-district litigation process.

Yavapai County Litigation. In September, 2009, three lawsuits were filed in the State of Arizona; all three lawsuits were consolidated and are pending before the U.S. District Court for the District of Arizona. The actions relate to bonds underwritten by Edward Jones and other brokerage firms for the purpose of financing construction of an event center in Prescott Valley, Arizona. Edward Jones sold approximately $2.9 million of the bonds. The plaintiffs allege the underwriters, including Edward Jones, made material misrepresentations and omissions in the preliminary official statement and/or in the official statement. One of the matters was filed as a putative class action in which the plaintiffs seek to represent all purchasers of the issued bonds. Allstate is suing as a purchaser of the bonds and Wells Fargo filed a separate action as indenture trustee on behalf of all bond holders. The Court entered an order in November, 2010 dismissing several of the claims against Edward Jones, including all claims brought on behalf of the class. Plaintiffs are seeking an unspecified amount of damages including attorneys’ fees, costs, expenses, rescission or statutory damages, out-of-pocket damages and prejudgment interest. The Court entered an order on September 13, 2013, granting in part and denying in part various motions for summary judgment filed by Edward Jones. The only remaining claims against Edward Jones stem from allegations that defendants violated the Arizona Securities Act. A one month trial is set for September, 2014.

34

PART I

Item 3. Legal Proceedings, continued

FINRA Exchange-Traded Funds Matter. On January 9, 2014, Edward Jones, without admitting or denying the findings, entered into a Letter of Acceptance, Waiver and Consent related to trading in nontraditional exchange traded funds for the period June 2008 to July 2009. Edward Jones, without admitting or denying the findings, was censured, fined $200,000, and ordered to pay restitution of $51,581.25 to clients. The restitution is to be paid on or about May 9, 2014.

In the Matter of Edward D. Jones & Co., L.P. Municipal Bond Pricing. On April 27, 2012, the SEC’s Division of Enforcement informed Edward Jones it had commenced an investigation into Nebraska Public Power District’s (“NPPD”) Taxable Build America Bonds (“BAB”), which formed part of NPPD’s 2009 General Revenue Bonds offering. Edward Jones was a co-manager of that offering. The investigation inquired into whether Edward Jones and others may have engaged in possible violations of the Securities Act, the Securities Exchange Act of 1934 (the “Exchange Act”) (including Section 10(b) and Rule 10b-5 thereunder), and MSRB Rules. In January 2013, the SEC commenced an investigation that subsumed the one just described, relating more generally to municipal bond pricing and inquiring into the same possible violations. In August 2013, the SEC’s Division of Enforcement informed Edward Jones that it was requesting certain additional information growing out of a 2010 examination conducted by the SEC’s Office of Compliance Inspections and Examinations. The SEC has stated to Edward Jones with respect to each of the investigations described above that the “investigation is a non-public, fact-finding, informal inquiry, which should not be construed as an indication that the Commission or its staff have determined that any violations of law have occurred,” and the SEC has not taken any action against Edward Jones or others with respect to this investigation. On October 30, 2013, the Special Inspector General for the Troubled Asset Relief Program issued a subpoena to Edward Jones requesting documents relating to certain BAB transactions and informed Edward Jones that it is in the process of reviewing these issues. Consistent with its practice, Edward Jones is cooperating fully with the SEC and the Special Inspector General with respect to these investigations.

New Hampshire Investigation. In March 2012, Edward Jones received an inquiry from the New Hampshire Bureau of Securities Regulation (“the Bureau”) in connection with its investigation into Edward Jones’ telephone solicitation practices and procedures. On April 11, 2013, the Bureau filed an administrative action against Edward Jones relating to these matters. On February 25, 2014, Edward Jones, without admitting or denying the facts or allegations contained therein, entered into a Consent Order with the Bureau in which Edward Jones agreed to cease and desist from further violations of N.H. RSA 421-B, pay the Bureau’s costs of investigation in the amount of $175,000, make a payment to the New Hampshire Investor Education Fund in the amount of $175,000, and pay an administrative fine in the amount of $400,000. Edward Jones also agreed to certain undertakings with respect to its policies and procedures in this area.

ITEM 4. MINE SAFETY DISCLOSURES

None.

35

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

There is no established public trading market for the Partnership’s limited partnership and subordinated limited partnership interests and their assignment or transfer is prohibited. As of December 31, 2013, the Partnership was composed of 13,760 limited partners and 297 subordinated limited partners.

ITEM 6. SELECTED FINANCIAL DATA

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

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

Summary Consolidated Statements of Income Data:

($ millions, except per unit information and units outstanding)	2013		2012		2011		2010		2009(1)
Total revenue	$	5,716	$	5,027	$	4,578	$	4,163	$	3,548
Interest expense		59		62		68		56		58
Net revenue	$	5,657	$	4,965	$	4,510	$	4,107	$	3,490
Income from continuing operations	$	674	$	555	$	482	$	393	$	269
Loss from discontinued operations		—		—		—		—		(105	)
Income before allocations to partners	$	674	$	555	$	482	$	393	$	164
Income allocated to limited partners per weighted average $1,000 equivalent limited partnership unit outstanding	$	121.12	$	109.84	$	104.66	$	96.07	$	41.44
Weighted average $1,000 equivalent limited partnership units outstanding		644,856		655,663		668,450		455,949		471,597

⁽¹⁾ Discontinued operations relate to the 2009 sale of Edward Jones Limited, a United Kingdom private limited company engaged in the retail services businesses in the U.K.

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 480, Distinguishing Liabilities from Equity (“ASC 480”), the Partnership presents net income of $0 on its Consolidated Statements of Income. See Note 1 to the Consolidated Financial Statements for further discussion.

36

PART II

Item 6. Selected Financial Data, continued

Summary Consolidated Statements of Financial Condition Data:

($ millions)	2013		2012		2011		2010		2009
Total assets	$	13,795	$	13,042	$	9,584	$	8,241	$	7,168
Long-term debt and bank loans	$	4	$	6	$	7	$	66	$	117
Other liabilities exclusive of subordinated liabilities and partnership capital subject to mandatory redemption		11,660		10,953		7,521		6,366		5,327
		11,664		10,959		7,528		6,432		5,444
Subordinated liabilities		50		100		150		204		257
Partnership capital subject to mandatory redemption, net of reserve for anticipated withdrawals		1,858		1,812		1,758		1,497		1,437
Reserve for anticipated withdrawals		223		171		148		108		30
Partnership capital subject to mandatory redemption		2,081		1,983		1,906		1,605		1,467
Total liabilities and partnership capital	$	13,795	$	13,042	$	9,584	$	8,241	$	7,168

37

PART II

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis is intended to help the reader understand the results of operations and the financial condition of the Partnership. Management’s Discussion and Analysis should be read in conjunction with the Partnership’s Consolidated Financial Statements and accompanying notes included in Item 8, Financial Statements and Supplementary Data of this Annual Report on Form 10-K.

Basis of Presentation

The Partnership broadly categorizes its net revenues into four categories: trade revenue (revenue from client buy or sell transactions of securities), fee revenue, net interest and dividends revenue (net of interest expense) and other revenue. In the Partnership’s Consolidated Statements of Income, trade revenue is composed of commissions, principal transactions and investment banking. Fee revenue is composed of asset-based fees and account and activity fees. These sources of revenue are affected by a number of factors. Trade revenue is impacted by the number of financial advisors, trading volume (client dollars invested), mix of the products in which clients invest, margins earned on the transactions and market volatility. Asset-based fees are generally a percentage of the total value of specific assets in client accounts. These fees are impacted by client dollars invested in and divested from the accounts which generate asset-based fees and change in market values of the assets. Account and activity fees and other revenue are impacted by the number of client accounts and the variety of services provided to those accounts, among other factors. Net interest and dividends revenue is impacted by the amount of cash and investments, receivables from and payables to clients, the variability of interest rates earned and paid on such balances, the number of Interests, and the balances of partnership loans, long-term debt and liabilities subordinated to claims of general creditors.

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PART II

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, continued

OVERVIEW

The following table sets forth the change in major categories of the Consolidated Statements of Income as well as several key related metrics for the last three years. Management of the Partnership relies on this financial information and the related metrics to evaluate the Partnership’s operating performance and financial condition. All amounts are presented in millions, except the number of financial advisors and as otherwise noted.

	For the years ended December 31,									% Change
	2013			2012			2011			2013 vs. 2012			2012 vs. 2011
Revenue:
Trade revenue:
Commissions	$	2,134.4		$	1,979.0		$	1,698.7			8	%		17	%
Principal transactions		182.5			155.9			284.2			17	%		-45	%
Investment banking		122.4			111.6			153.1			10	%		-27	%
Total trade revenue		2,439.3			2,246.5			2,136.0			9	%		5	%
% of net revenue		43	%		45	%		47	%
Fee revenue:
Asset-based		2,522.7			2,042.4			1,776.9			24	%		15	%
Account and activity		567.6			573.9			522.9			-1	%		10	%
Total fee revenue		3,090.3			2,616.3			2,299.8			18	%		14	%
% of net revenue		55	%		53	%		51	%
Net interest and dividends		75.0			71.2			62.5			5	%		14	%
Other revenue		52.3			31.2			11.6			68	%		169	%
Net revenue		5,656.9			4,965.2			4,509.9			14	%		10	%
Operating expenses		4,982.6			4,410.2			4,028.1			13	%		9	%
Income before allocations to partners	$	674.3		$	555.0		$	481.8			21	%		15	%
Related metrics:
Client dollars invested(1):
Trade ($ billions)	$	107.9		$	97.4		$	88.4			11	%		10	%
Advisory programs ($ billions)	$	18.8		$	11.9		$	17.8			58	%		-33	%
Client households at year end (millions)		4.61			4.52			4.48			2	%		1	%
Client assets under care:
Total:
At year end ($ billions)	$	787.1		$	668.7		$	591.2			18	%		13	%
Average ($ billions)	$	726.4		$	636.9		$	586.1			14	%		9	%
Advisory Programs:
At year end ($ billions)	$	115.6		$	87.4		$	68.8			32	%		27	%
Average ($ billions)	$	101.0		$	78.8		$	63.6			28	%		24	%
Financial advisors:
At year end		13,158			12,463			12,242			6	%		2	%
Average		12,784			12,273			12,359			4	%		-1	%
Attrition %		9.4	%		10.7	%		14.1	%		n/a			n/a
Dow Jones Industrial Average:
At year end		16,577			13,104			12,218			27	%		7	%
Average for year		15,010			12,965			11,958			16	%		8	%
S&P 500 Index:
At year end		1,848			1,426			1,258			30	%		13	%
Average for year		1,644			1,379			1,268			19	%		9	%

⁽¹⁾ Client dollars invested related to trade revenue represent the principal amount of clients’ buy and sell transactions resulting in commissions, principal transactions and investment banking revenues. Client dollars invested related to advisory programs revenue represent the net inflows of client dollars into the programs.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, continued

2013 versus 2012 Overview

The Partnership experienced very strong financial results during 2013 compared to a strong 2012, including record net revenue, income before allocations to partners and client assets under care. Financial results benefitted from improved market conditions, including increases of 19% in the average S&P 500 Index and 16% in the average Dow Jones Industrial Average.

The Partnership’s key performance measures were strong during 2013 and financial advisors attracted $48.2 billion in net new assets. Average client assets under care grew 14% to $726.4 billion, which included a 28% increase in the advisory programs’ average assets under care to $101.0 billion. In addition, client dollars invested related to trade revenue were up 11% to $107.9 billion.

Net revenue increased 14% to $5.7 billion in 2013. This increase was led by an 18% increase in fee revenue, primarily due to higher levels of asset values on which fees were earned, driven by the continued investment of client dollars into advisory programs and the overall rise in the equity market daily averages. Revenue growth was also driven by a 9% increase in trade revenue.

Operating expenses increased 13% in 2013 compared to 2012, primarily due to higher compensation and benefits expense driven by increased financial advisor productivity. Higher variable compensation due to the increase in the Partnership’s profitability also contributed to the increase.

Overall, the 14% increase in net revenue, partially offset by the 13% increase in operating expenses, generated income before allocations to partners of $674.3 million, a 21% increase over 2012.

2012 versus 2011 Overview

During 2012, global market and economic conditions generally improved compared to 2011 even though concerns about U.S. and global economic growth and an uncertain political environment led investors to remain cautious. Despite these concerns, the Partnership experienced record financial results in 2012 through continued focus on providing solutions to its clients.

The Partnership’s key performance measures were relatively strong in 2012. Average client assets under care grew 9% in 2012 to $636.9 billion, which included a 24% increase in the average advisory programs assets under care to $78.8 billion. In addition, client dollars invested related to trade revenue were up 10% to $97.4 billion.

Net revenue increased 10% to $5.0 billion in 2012 compared to 2011. This significant growth in net revenue was primarily attributable to a 14% increase in fee revenue due to higher levels of asset values on which fees were earned, driven by the continued investment of client dollars into advisory programs and the overall rise in the equity market daily averages, evidenced by the 9% increase in the average S&P 500 Index and the 8% increase in the average Dow Jones Industrial Average.

Operating expenses increased 9% in 2012 compared to 2011, primarily due to an increase in compensation and benefits driven by increased financial advisor productivity as well as higher variable compensation due to the increase in the Partnership’s profitability.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, continued

Overall, the 10% increase in net revenue, partially offset by the 9% increase in operating expenses, generated income before allocations to partners of $555.0 million, a 15% increase over the prior year.

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011

The discussion below details the significant fluctuations and their drivers for each of the major categories of the Partnership’s Consolidated Statements of Income.

Trade Revenue

Trade revenue, which consists of commissions, principal transactions and investment banking revenue, increased 9% to $2.4 billion during 2013 and 5% to $2.2 billion during 2012. The increase in trade revenue for both 2013 and 2012 was primarily due to the impact of increased client dollars invested, partially offset by a decrease in the margin earned.

Commissions

	Years Ended December 31,						% Change
	2013		2012		2011		2013 vs. 2012			2012 vs. 2011
Commissions revenue ($ millions):
Mutual funds	$	1,166.7	$	1,050.9	$	866.0		11	%		21	%
Equities		594.7		539.2		447.5		10	%		20	%
Insurance		373.0		388.9		385.2		-4	%		1	%
Total commissions revenue	$	2,134.4	$	1,979.0	$	1,698.7		8	%		17	%
Related metrics:
Client dollars invested ($ billions)	$	87.3	$	79.4	$	65.3		10	%		22	%
Margin per $1,000 invested	$	24.4	$	24.9	$	26.0		-2	%		-4	%
U.S. business days		252		250		252		1	%		-1	%

Commissions revenue increased 8% in 2013 to $2.1 billion primarily due to a 10% increase in client dollars invested in commission generating transactions resulting from the continued improvement in market conditions and clients continuing to reinvest their dollars from fixed income products into mutual fund and equity products. This increase was partially offset by a 2% decrease in the margin per $1,000 invested, reflecting a change in product mix due to proportionally less insurance revenue which earns a higher margin. In addition, the average trade size of mutual fund products increased, resulting in lower commission rates and thus a decrease in margin earned.

Commissions revenue increased 17% in 2012 to $2.0 billion primarily due to a 22% increase in client dollars invested in commission generating transactions resulting from improvement in market conditions and the fact that clients reinvested their dollars from maturing fixed income products into mutual fund and equity products. This increase was partially offset by a 4% decrease in the margin per $1,000 invested caused by a shift from higher-margin equity mutual funds to lower-margin debt mutual funds.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, continued

Principal Transactions

Principal transactions revenue increased 17% in 2013 to $182.5 million. Overall, principal transactions revenue was positively impacted by relatively higher interest rates during the last half of 2013, which increased demand and led to an increase in client dollars invested. In addition, there was an increase in margin earned per $1,000 invested.

Principal transactions revenue decreased 45% in 2012 to $155.9 million primarily due to the low interest rate environment and the improvement in equity market conditions which decreased demand. In addition, margin decreased 28% in 2012 as client investments shifted during the period towards products with shorter maturities which have lower margins.

Investment Banking

Investment banking revenue increased 10% in 2013 to $122.4 million. The increase in investment banking revenue was primarily due to an increase in client dollars invested resulting from improved market conditions. This increase was partially offset by an 11% decrease in the margin earned per $1,000 invested. Client investments shifted away from higher-margin municipal and corporate unit investment trusts towards lower-margin equity unit investment trusts.

Investment banking revenue decreased 27% in 2012 to $111.6 million. The decrease reflects lower demand in 2012 due to the low interest rate environment and lower supply of state and municipal obligations. The decrease in investment banking revenue was further caused by a decrease in margin which resulted from a shift in client investments to lower-margin equity unit investment trusts.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, continued

Fee Revenue

Fee revenue, which consists of asset-based fees and account and activity fees, increased 18% in 2013 to $3.1 billion and 14% in 2012 to $2.6 billion. The increase in fee revenue for both 2013 and 2012 was primarily due to higher asset values and continued investment in advisory programs. A discussion of fee revenue components follows.

Asset-based

	Years Ended December 31,						% Change
	2013		2012		2011		2013 vs. 2012			2012 vs. 2011
Asset-based fee revenue ($ millions):
Advisory programs fees	$	1,367.4	$	1,052.5	$	849.6		30	%		24	%
Service fees		958.5		808.7		765.0		19	%		6	%
Revenue sharing		155.0		138.6		129.0		12	%		7	%
Trust fees		34.2		28.4		23.9		20	%		19	%
Cash solutions		7.6		14.2		9.4		-46	%		51	%
Total asset-based fee revenue	$	2,522.7	$	2,042.4	$	1,776.9		24	%		15	%
Related metrics ($ billions):
Average U.S. client asset values(1):
Mutual fund assets held outside of advisory programs	$	396.6	$	329.3	$	305.3		20	%		8	%
Advisory programs		100.6		78.8		63.6		28	%		24	%
Insurance		62.6		54.6		50.4		15	%		8	%
Cash solutions		19.9		18.4		17.9		8	%		3	%
Total client asset values	$	579.7	$	481.1	$	437.2		20	%		10	%

⁽¹⁾ Assets on which the partnership earns asset-based fee revenue. The U.S. portion of consolidated asset-based fee revenue was 98%, 97% and 97% for 2013, 2012 and 2011, respectively.

Asset-based fee revenue increased 24% in 2013 to $2.5 billion primarily due to higher advisory programs fees and service fees. Advisory programs fee revenue growth was primarily due to increased investment of client dollars into advisory programs, which includes new client assets and increases in the market value of the underlying assets. Service fees increased in 2013 primarily due to increases in the market value of the underlying assets as well as continued investment of client dollars into mutual fund products, which includes new client assets. A majority of client assets held in advisory programs were converted from other client investments previously held with the Partnership.

Asset-based fee revenue increased 15% in 2012 to $2.0 billion primarily due to increases in advisory programs fees. Advisory programs fee revenue increased 24% primarily due to market appreciation of asset values as well as continued investment of client dollars into advisory programs. A majority of client assets held in advisory programs were converted from other client investments previously held with the Partnership.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, continued

Account and Activity

	Years Ended December 31,						% Change
	2013		2012		2011		2013 vs. 2012			2012 vs. 2011
Account and activity fee revenue ($ millions):
Sub-transfer agent services	$	350.2	$	322.2	$	289.1		9	%		11	%
Retirement account fees		125.8		141.6		136.9		-11	%		3	%
Other account and activity fees		91.6		110.1		96.9		-17	%		14	%
Total account and activity fee revenue	$	567.6	$	573.9	$	522.9		-1	%		10	%
Related metrics (millions):
Average client accounts:
Sub-transfer agent services(1)		19.8		18.4		17.1		8	%		8	%
Retirement accounts		4.2		3.9		3.8		8	%		3	%

⁽¹⁾ Amount represents average number of individual mutual fund holdings serviced on which the Partnership recognizes sub-transfer agent services revenue.

Account and activity fee revenue decreased 1% in 2013 to $567.6 million primarily due to decreases in retirement account fees and other account and activity fees. Retirement account fees decreased as more client accounts reached the asset level at which fees are waived. Effective January 1, 2013, the Partnership reduced the asset level on which retirement account fees and certain other account activity fees are waived. These decreases were partially offset by higher sub-transfer agent services primarily related to an increase in the number of average client mutual fund holdings serviced.

Account and activity fee revenue increased 10% in 2012 to $573.9 million primarily due to increases in revenue from sub-transfer agent services and other account and activity fees. Sub-transfer agent services increased primarily due to an increase in the number of average client holdings serviced as well as a contract rate adjustment effective for 2012. Other account and activity fees increased primarily due to increases in various other types of fees including credit card revenue and other transaction fees.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, continued

Net Interest and Dividends

	Years Ended December 31,									% Change
	2013			2012			2011			2013 vs. 2012			2012 vs. 2011
Net interest and dividends revenue ($ millions):
Client loan interest	$	108.0		$	112.9		$	115.2			-4	%		-2	%
Short-term investing interest		14.2			11.3			7.4			26	%		53	%
Other interest and dividends		11.5			9.2			7.5			25	%		23	%
Limited partnership interest expense		(48.4	)		(49.2	)		(50.1	)		-2	%		-2	%
Other interest expense		(10.3	)		(13.0	)		(17.5	)		-21	%		-26	%
Total net interest and dividends revenue	$	75.0		$	71.2		$	62.5			5	%		14	%
Related metrics ($ millions):
Average aggregate client loan balance	$	2,109.4		$	2,187.9		$	2,213.9			-4	%		-1	%
Average rate earned		5.12	%		5.15	%		5.20	%		-1	%		-1	%
Average funds invested	$	8,764.6		$	6,560.0		$	4,815.0			34	%		36	%
Average rate earned		0.16	%		0.17	%		0.15	%		-6	%		13	%
Weighted average $1,000 equivalent limited partnership units outstanding		644,856			655,663			668,450			-2	%		-2	%

Net interest and dividends revenue increased 5% in 2013 to $75.0 million. Interest income from cash and cash equivalents, cash and investments segregated under federal regulations and securities purchased under agreements to resell increased 26% in 2013 primarily due to an increase in the average funds invested. Interest expense decreased in 2013 primarily due to lower average debt balances during the current period related to debt repayments in 2012 and 2013. Other interest and dividends revenue increased 25% primarily due to an increase in interest income recognized on general partner partnership loans. See further discussion of these loans in Note 10 to the Consolidated Financial Statements. These favorable increases were partially offset by a 4% decrease in interest income from client loans, a reflection of a lower average aggregate client loan balance and a lower average rate earned.

Net interest and dividends revenue increased 14% in 2012 to $71.2 million. Interest expense decreased in 2012 primarily due to lower average debt balances during the current period related to debt repayments in 2011 and 2012. Interest income from short-term investing increased 53% in 2012 primarily due to an increase in the average funds invested on these types of investments as well as an increase in the rate earned. Other interest and dividends revenue increased 23% primarily due to an increase in interest income recognized on general partner partnership loans.

Other Revenue

Other revenue increased 68% to $52.3 million in 2013 and increased 169% to $31.2 million in 2012. The increase in both years is primarily attributable to increases in the value of investments held related to the Partnership’s nonqualified deferred compensation plan. The Partnership has chosen to hedge the future liability for the plan by purchasing investments in an amount similar to the future expected liability. As the market value of these investments fluctuates, the gains or losses are recorded in other revenue with an offset in compensation and fringe benefits expense, resulting in minimal net impact to the Partnership’s income before allocations to partners.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, continued

Operating Expenses

	Years Ended December 31,						% Change
	2013		2012		2011		2013 vs. 2012			2012 vs. 2011
Operating expenses ($ millions):
Compensation and benefits:
Financial advisor compensation	$	2,003.9	$	1,738.6	$	1,597.0		15	%		9	%
Home office and branch		946.8		917.4		855.3		3	%		7	%
Variable compensation		643.1		497.0		378.3		29	%		31	%
Financial advisor salary and subsidy		199.3		132.2		109.5		51	%		21	%
Total compensation and benefits		3,793.1		3,285.2		2,940.1		15	%		12	%
Occupancy and equipment		356.0		353.0		356.6		1	%		-1	%
Communications and data processing		291.5		279.3		289.4		4	%		-3	%
Payroll and other taxes		207.3		186.0		171.1		11	%		9	%
Advertising		58.0		56.3		54.2		3	%		4	%
Postage and shipping		50.9		47.6		48.5		7	%		-2	%
Clearance fees		12.6		12.6		12.6		0	%		0	%
Other operating expenses		213.2		190.2		155.6		12	%		22	%
Total operating expenses	$	4,982.6	$	4,410.2	$	4,028.1		13	%		9	%
Related metrics:
Number of branches
At period end		11,647		11,415		11,408		2	%		0	%
Average		11,510		11,396		11,394		1	%		0	%
Financial advisors:
At period end		13,158		12,463		12,242		6	%		2	%
Average		12,784		12,273		12,359		4	%		-1	%
Branch employees(1):
At period end		13,832		13,619		12,889		2	%		6	%
Average		13,639		13,365		13,130		2	%		2	%
Home office employees(1):
At period end		5,174		5,087		4,933		2	%		3	%
Average		5,119		5,008		4,919		2	%		2	%
Home office employees(1) per 100 financial advisors (average)		40.0		40.8		39.8		-2	%		3	%
Branch employees(1) per 100 financial advisors (average)		106.7		108.9		106.2		-2	%		3	%
Average operating expenses per financial advisor(2)	$	182,697	$	177,177	$	166,096		3	%		7	%

⁽¹⁾ Counted on a full-time equivalent basis.

⁽²⁾ Operating expenses used in calculation represent total operating expenses less financial advisor and variable compensation.

Operating expenses increased 13% in 2013 to $5.0 billion primarily due to a 15% increase in compensation and benefits (described below). The remaining operating expenses increased 6% ($64.5 million) primarily due to an 11% increase in payroll and other taxes caused by the increases in compensation and a 12% increase in other operating expenses.

Financial advisor compensation increased 15% ($265.3 million) in 2013 primarily due to increases in trade and asset-based fee revenue on which financial advisor commissions are paid. Financial advisor salary and subsidy increased 51% ($67.1 million) primarily due to growth in financial advisors and new compensation initiatives.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, continued

Home office and branch salary and fringe benefit expense increased 3% ($29.4 million) in 2013 primarily due to higher wages and more personnel to support increased productivity of the Partnership’s financial advisor network. The average number of both the Partnership’s home office and branch employees increased 2%.

Variable compensation expands and contracts in relation to revenues, income before allocations to partners and the Partnership’s related profit margin. As the Partnership’s financial results and profit margin improve, a significant portion is allocated to variable compensation and paid to employees in the form of increased profit sharing and bonuses. As a result, variable compensation increased 29% ($146.1 million) in 2013 to $643.1 million.

The Partnership uses the ratios of both the number of home office and the number of branch employees per 100 financial advisors and the average operating expenses per financial advisor as key metrics in managing its costs. In 2013, both the average number of home office employees and branch employees per 100 financial advisors decreased 2%, reflecting the Partnership’s longer term cost management strategy to grow its financial advisor network at a faster pace than its home office and branch support staff. The average operating expense per financial advisor increased 3% primarily due to increases in home office employees’ salary and fringe benefit expenses and branch operating expenses to support the Partnership’s financial advisor network, partially offset by the impact of spreading those costs over more financial advisors.

Operating expenses increased 9% in 2012 to $4.4 billion primarily due to a 12% increase in compensation and benefits (described below). The remaining operating expenses increased 3% ($37.0 million) primarily due to a 9% increase in payroll and other taxes caused by the increase in compensation and a 22% increase in other operating expenses.

Financial advisor compensation increased 9% ($141.6 million) in 2012 primarily due to increases in trade and asset-based fee revenue on which financial advisor commissions are paid. Financial advisor salary and subsidy increased 21% ($22.7 million) primarily due to new financial advisor compensation initiatives implemented in July 2012, in addition to more financial advisors participating in the programs.

Home office and branch salary and fringe benefit expense increased 7% ($62.1 million) in 2012 primarily due to salary increases, higher healthcare costs, and increases in personnel to support increased productivity of the Partnership’s financial advisor network. The average number of both the Partnership’s home office and branch employees increased 2%.

As a result of the Partnership’s strong financial results and profit margin, variable compensation increased 31% ($118.7 million) in 2012 to $497.0 million.

In 2012, the average number of home office employees and branch employees per 100 financial advisors both increased 3%. This result is despite the Partnership’s longer term cost management strategy to grow its financial advisor network at a faster pace than its home office support staff. Although the average number of financial advisors in 2012 decreased 1% as compared to 2011, the number of financial advisors at December 31, 2012 increased 2% as compared to December 31, 2011. The average operating expense per financial advisor increased 7% primarily due to increases in home office employees’ salary and fringe benefit expenses and branch operating expenses to support the Partnership’s financial advisor network, in addition to a decrease in the average number of financial advisors.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, continued

Segment Information

An operating segment is defined as a component of an entity that has all of the following characteristics: it engages in business activities from which it may earn revenues and incur expenses; the entity’s chief operating decision-maker (or decision-making group) regularly reviews its operating results for resource allocation and to assess performance; and discrete financial information is available. Operating segments may be combined in certain circumstances into reportable segments for financial reporting. The Partnership has determined it has two operating and reportable segments based upon geographic location, the U.S. and Canada.

Each segment, in its own geographic location, primarily derives revenue from the retail brokerage business for the purchase or sale of mutual fund shares, listed and unlisted securities and insurance products, as well as from principal transactions, investment banking, and fees related to assets held by and account services provided to its clients.

The Partnership evaluates segment performance based upon income before allocations to partners, as well as income before variable compensation. Variable compensation is determined at the Partnership level for profit sharing and home office and branch employee bonus amounts, and therefore is allocated to each geographic segment independent of that segment’s individual income (loss) before variable compensation. Financial advisor bonuses are determined by the overall Partnership’s profitability, as well as the performance of the individual financial advisors. Both income (loss) before allocations to partners and income (loss) before variable compensation are considered in evaluating segment performance.

Canada segment information, as reported in the following table, is based upon the Consolidated Financial Statements of the Partnership’s Canada operations without eliminating intercompany items, such as management fees paid to affiliated entities. The U.S. segment information is derived from the Consolidated Financial Statements less the Canada segment information as presented. This is consistent with how management reviews the segments in order to assess performance.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, continued

The following table shows financial information for the Partnership’s reportable segments. All amounts are presented in millions, except the number of financial advisors and as otherwise noted.

	Years Ended December 31,									% Change
	2013			2012			2011			2013 vs. 2012			2012 vs. 2011
Net revenue:
U.S.	$	5,457.5		$	4,789.9		$	4,324.5			14	%		11	%
Canada		199.4			175.3			185.4			14	%		-5	%
Total net revenue		5,656.9			4,965.2			4,509.9			14	%		10	%
Operating expenses (excluding variable compensation):
U.S.		4,147.2			3,734.4			3,468.6			11	%		8	%
Canada		192.3			178.8			181.2			8	%		-1	%
Total operating expenses		4,339.5			3,913.2			3,649.8			11	%		7	%
Pre-variable income (loss):
U.S.		1,310.3			1,055.5			855.9			24	%		23	%
Canada		7.1			(3.5	)		4.2			303	%		-183	%
Total pre-variable income		1,317.4			1,052.0			860.1			25	%		22	%
Variable compensation:
U.S.		626.0			485.2			366.7			29	%		32	%
Canada		17.1			11.8			11.6			45	%		2	%
Total variable compensation		643.1			497.0			378.3			29	%		31	%
Income (loss) before allocations to partners:
U.S.		684.3			570.3			489.2			20	%		17	%
Canada		(10.0	)		(15.3	)		(7.4	)		35	%		-107	%
Total income before allocations to partners	$	674.3		$	555.0		$	481.8			21	%		15	%
Client assets under care ($ billions):
U.S.
At year end	$	768.8		$	651.9		$	576.4			18	%		13	%
Average	$	708.9		$	621.1		$	570.5			14	%		9	%
Canada
At year end	$	18.3		$	16.8		$	14.8			9	%		14	%
Average	$	17.5		$	15.9		$	15.6			10	%		2	%
Financial advisors:
U.S.
At year end		12,483			11,822			11,622			6	%		2	%
Average		12,131			11,652			11,740			4	%		-1	%
Canada
At year end		675			641			620			5	%		3	%
Average		653			621			619			5	%		0	%

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, continued

U.S.

Net revenue increased 14% in 2013 primarily due to increases in asset-based fee revenue and trade revenue. Asset-based fee revenue increased 24% ($471.4 million) primarily due to an increase in advisory programs fee revenue of 30% ($313.7 million) which was the result of continued growth in client assets under care. The increase to trade revenue of 9% ($184.5 million) was primarily due to the impact of increased client dollars invested, partially offset by a decrease in the margin earned in 2013 compared to 2012. Strong market performance also contributed to overall revenue growth.

Operating expenses (excluding variable compensation) increased 11% in 2013 primarily due to higher financial advisor compensation and salary and fringe benefits. The increase in financial advisor compensation was due to increases in trade and asset-based fee revenue on which financial advisor commissions are paid. Salary and fringe benefits expense increased due to more personnel to support increased productivity of the Partnership’s financial advisor network.

Net revenue increased 11% in 2012 primarily due to increases in asset-based fee revenue, trade revenue and account and activity fees. Asset-based fee revenue increased 15% ($263.9 million) primarily due to an increase in advisory programs fee revenue of 24% ($201.4 million) which was the result of continued growth in client assets under care. The increase to trade revenue of 6% ($121.0 million) was primarily due to the impact of increased client dollars invested, partially offset by a decrease in the margin earned in 2012 compared to 2011. The increase in account and activity fees of 10% ($51.6 million) was primarily the result of an increase in revenue from sub-transfer agent services due to an increase in the number of average client holdings serviced.

Operating expenses (excluding variable compensation) increased 8% in 2012 primarily due to increases in financial advisor compensation and salary and fringe benefits. The increase in financial advisor compensation was due to increases in trade and asset-based fee revenue on which financial advisor commissions are paid. Salary and fringe benefits expense increased due to salary increases and increased personnel to support increased productivity of the Partnership’s financial advisor network, as well as an increase in healthcare costs.

Canada

Net revenue increased 14% in 2013 primarily due to increases in asset-based fee revenue and trade revenue. Asset-based fee revenue increased 18% ($8.9 million) primarily due to an increase in service fee revenue of 16% ($7.6 million), reflecting an increase in client assets under care due to the investment of client dollars and higher market values of the underlying assets. Trade revenue increased 8% ($8.3 million) primarily due to an increase in client dollars invested and favorable market conditions, reflected in the 5% increase in the daily average of the TSX.

Operating expenses (excluding variable compensation) increased 8% in 2013 primarily due to higher financial advisor compensation resulting from increases in trade and asset-based fee revenues on which financial advisor commissions are paid.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, continued

As a result, pre-variable income (loss) improved from a loss of $3.5 million in 2012 to income of $7.1 million in 2013. Improvement in the Canada segment is due in part to the continued focus to achieve profitability. This includes several initiatives to increase revenue and control expenses. Revenue initiatives include the plan to grow the number of financial advisors, client assets under care and the depth of financial solutions provided to clients, and the roll out of additional advisory programs.

Net revenue decreased 5% in 2012 primarily due to a decrease in trade revenue. Trade revenue decreased 9% ($10.5 million) primarily due to a decrease in client dollars invested. This decrease was consistent with the lower levels of client activity and unfavorable market conditions, reflected in the 8% decrease in the daily average of the TSX. Operating expenses (excluding variable compensation) decreased 1% in 2012 primarily due to lower financial advisor compensation caused by a decrease in trade revenue on which financial advisor commissions are paid. As a result, there was a pre-variable loss of $3.5 million in 2012. Further, the Canada business segment experienced a slight increase in the average number of financial advisors in 2012 and 3% growth year-over-year.

LEGISLATIVE AND REGULATORY REFORM

As discussed more fully in the “Legislative and Regulatory Initiatives” risk factor in Part I, Item 1A – Risk Factors, the Partnership continues to monitor Regulatory Initiatives, including the possibility of a universal fiduciary standard of care applicable to both broker-dealers and investment advisers under the Dodd-Frank Act, limits on fees paid by mutual funds (often called 12b-1 fees), and reforms to the regulation of money market funds. The Regulatory Initiatives may impact the manner in which the Partnership markets its products and services, manages its business and operations, and interacts with clients and regulators, any or all of which could materially impact the Partnership’s results of operations, financial condition, and liquidity. However, the Partnership cannot presently predict when or if any Regulatory Initiatives will be enacted or the impact that any Regulatory Initiatives will have on the Partnership.

MUTUAL FUNDS AND ANNUITIES

The Partnership derived 75%, 74% and 70% of its total revenue from sales and services related to mutual fund and annuity products in 2013, 2012 and 2011, respectively. In addition, the Partnership derived from one mutual fund company 19% of its total revenue in 2013, 2012 and 2011. The revenue generated from this company relates to business conducted with the Partnership’s U.S. segment.

Significant reductions in these revenues due to regulatory reform or other changes to the Partnership’s relationship with mutual fund companies could have a material adverse effect on the Partnership’s results of operations.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, continued

LIQUIDITY AND CAPITAL RESOURCES

The Partnership requires liquidity to cover its operating expenses, net capital requirements, capital expenditures, debt repayment obligations and redemptions of partnership interests. The principal sources for meeting the Partnership’s liquidity requirements include existing liquidity and capital resources of the Partnership, discussed further below, and funds generated from operations. The Partnership believes that the liquidity provided by these sources will be sufficient to meet its capital and liquidity requirements for the next twelve months. Depending on conditions in the capital markets and other factors, the Partnership will, from time to time, consider the issuance of debt and additional partnership capital, the proceeds of which could be used to meet growth needs or for other purposes.

Partnership Capital

The Partnership’s growth in capital has historically been through the sale of limited partnership interests to its employees and existing limited partners, the sale of subordinated limited partnership interests to its current or retiring general partners, general partnership interest contributions, and retention of general partner earnings.

The Partnership filed a Registration Statement on Form S-8 with the SEC on January 17, 2014 to register $350 million in securities in preparation for its anticipated 2014 Limited Partnership offering. The Partnership intends to offer approximately $300 million in Interests to eligible financial advisors, branch office administrators and home office associates. The remaining $50 million may be issued in the discretion of the Executive Committee, which may include issuances to financial advisors who complete a retirement transition plan in future years and who may be considered for additional limited partnership interest. The 2014 Limited Partnership offering is expected to close early next year. The issuance of limited partnership interests will reduce the percentage of participation in net income by general partners, subordinated limited partners and current limited partners. Proceeds from the 2014 Limited Partnership offering are expected to be used toward working capital and general corporate purposes and to ensure there is adequate general liquidity of the Partnership for future needs.

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

The Partnership’s capital subject to mandatory redemption at December 31, 2013, net of reserve for anticipated withdrawals, was $1,857.9 million, an increase of $45.7 million from December 31, 2012. This increase in the Partnership’s capital subject to mandatory redemption was primarily due to the retention of general partner earnings ($72.2 million) and additional capital contributions related to subordinated limited partner and general partner interests ($31.5 million and $102.3 million, respectively), partially offset by the redemption of limited partner, subordinated limited partner and general partner interests ($10.5 million, $10.6 million and $94.9 million, respectively) and the increase of partnership loans outstanding ($44.3 million). During the years ended December 31, 2013, 2012 and 2011, the Partnership retained 13.8%, 23.0% and 23.0%, respectively, of income allocated to general partners. Beginning in 2013, the Partnership decreased the amount of retention to 13.8% of net income allocated to general partners due to the increase in individual income tax rates in 2013 and current capital needs. The decrease in the percentage of retention of income allocated to general partners did not have a material impact on the Partnership’s capital or liquidity.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, continued

Under the terms of the Partnership Agreement, a partner’s capital is required to be redeemed by the Partnership in the event of the partner’s death or withdrawal from the Partnership, subject to compliance with ongoing regulatory capital requirements. In the event of a partner’s death, the Partnership must generally redeem the partner’s capital within six months. The Partnership has withdrawal restrictions in place limiting the amount of capital that can be withdrawn at the discretion of the partner. Under the terms of the Partnership Agreement, limited partners withdrawing from the Partnership are to be repaid their capital in three equal annual installments beginning the month after their withdrawal. The capital of general partners withdrawing from the Partnership is converted to subordinated limited partnership capital or, at the discretion of the Managing Partner, redeemed by the Partnership. Subordinated limited partners are repaid their capital in six equal annual installments beginning the month after their request for withdrawal of contributed capital. The Partnership’s Managing Partner has discretion to waive or modify these withdrawal restrictions and to accelerate the return of capital.

The Partnership makes loans available to those general partners (other than members of the Executive Committee, which consists of the executive officers of the Partnership) who require financing for some or all of their partnership capital contributions. Additionally, in limited circumstances a general partner may withdraw from the Partnership and become a subordinated limited partner while he or she still has an outstanding partnership loan. Loans made by the Partnership to partners are generally for a period of one year but are expected to be renewed and bear interest at the prime rate, as defined in the loan documents. The Partnership recognizes interest income for the interest received related to these loans. Partners borrowing from the Partnership will be required to repay such loans by applying the earnings received from the Partnership to such loans, net of amounts retained by the Partnership and amounts distributed for income taxes. Prior to 2013, bank loans administered by the Partnership and entered into by general or subordinated limited partners to finance their capital contributions in the Partnership were repaid prior to any application of earnings towards that partner’s partnership loan. On January 18, 2013, the Partnership paid, through earnings on behalf of the general and subordinated limited partners, the $35.4 million outstanding balance on partnership administered bank loans related to capital contributions of general or subordinated limited partners. The maturity date of these loans was February 22, 2013. In connection with this payoff, the Partnership issued $11.2 million of partnership loans. It is anticipated that future general and subordinated limited partnership capital contributions (other than for Executive Committee members) requiring financing will be financed through partnership loans. The Partnership has full recourse against any partner that defaults on loan obligations to the Partnership. The Partnership does not anticipate that partner loans will have an adverse impact on the Partnership’s short-term liquidity or capital resources.

The Partnership has not and will not provide loans to members of the Executive Committee. Executive Committee members who require financing for some or all of their partnership capital contributions will continue to borrow directly from banks willing to provide such financing on an individual basis. Other partners may also choose to have individual banking arrangements for their partnership capital contributions.

Any bank financing of capital contributions is in the form of unsecured bank loan agreements and are between the individual and the bank. The Partnership does not guarantee these bank loans, nor can the partner pledge his or her partnership interest as collateral for the bank loan. The Partnership performs certain administrative functions in connection with its limited partners who have elected to finance a portion of their partnership capital contributions through individual unsecured bank loan agreements from banks with whom the Partnership has other banking relationships.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, continued

For all limited partner capital contributions financed through such bank loan agreements, each agreement instructs the Partnership to apply the proceeds from the liquidation of that individual’s capital account to the repayment of their bank loan prior to any funds being released to the partner. In addition, the partner is required to apply partnership earnings, net of any distributions to pay taxes, to service the interest and principal on the bank loan. Should a partner’s individual bank loan not be renewed upon maturity for any reason, the Partnership could experience increased requests for capital liquidations, which could adversely impact the Partnership’s liquidity. In addition, partners who finance all or a portion of their capital contributions with bank financing may be more likely to request the withdrawal of capital to meet bank financing requirements should the partners experience a period of reduced earnings. As a partnership, any withdrawals by general partners, subordinated limited partners or limited partners would reduce the Partnership’s available liquidity and capital.

Many of the same banks that provide financing to limited partners also provide various forms of financing to the Partnership. To the extent these banks increase credit available to the partners, financing available to the Partnership may be reduced.

The Partnership, while not a party to any partner unsecured bank loan agreements, does facilitate making payments of allocated income to certain banks on behalf of the limited partner. The following table represents amounts related to partnership loans as well as bank loans (for which the Partnership facilitates certain administrative functions). Partners may have arranged their own bank loans to finance their partnership capital for which the Partnership does not facilitate certain administrative functions and therefore any such loans are not included in the table.

	As of December 31, 2013
($ millions)	Limited Partnership Interests			Subordinated Limited Partnership Interests			General Partnership Interests			Total Partnership Capital
Partnership capital(1) :
Total partnership capital	$	640.3		$	304.5		$	1,127.6		$	2,072.4
Partnership capital owned by partners with individual loans	$	95.2		$	0.5		$	583.6		$	679.3
Partnership capital owned by partners with individual loans as a percent of total partnership capital		14.9	%		0.2	%		51.8	%		32.8	%
Partner loans:
Bank loans	$	22.7		$	—		$	—		$	22.7
Partnership loans	$	—		$	0.1		$	214.4		$	214.5
Total loans	$	22.7		$	0.1		$	214.4		$	237.2
Partner loans as a percent of total partnership capital		3.5	%		0.0	%		19.0	%		11.4	%
Partner loans as a percent of partnership capital owned by partners with loans		23.8	%		20.0	%		36.7	%		34.9	%

⁽¹⁾ Partnership capital, as defined for this table, is before the reduction of partnership loans and is net of reserve for anticipated withdrawals.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, continued

Historically, neither the amount of partnership capital financed with individual loans as indicated in the table above, nor the amount of partner capital withdrawal requests has had a significant impact on the Partnership’s liquidity or capital resources.

Lines of Credit

The following table shows the composition of the Partnership’s aggregate bank lines of credit in place as of December 31, 2013 and 2012:

($ millions)	2013		2012
2013 Credit Facility	$	400	$	—
2011 Credit Facility		—		395
Uncommitted secured credit facilities		415		415
Total bank lines of credit	$	815	$	810

In March 2011, the Partnership entered into a three-year $395 million committed unsecured revolving line of credit (“2011 Credit Facility”) with an expiration date of March 18, 2014. In November 2013, the Partnership replaced the 2011 Credit Facility with an agreement with 12 banks for a five-year $400 million committed unsecured revolving line of credit (“2013 Credit Facility”). The 2013 Credit Facility is intended to provide short-term liquidity to the Partnership should the need arise. In addition, the Partnership has uncommitted lines of credit that are subject to change at the discretion of the banks. Based on credit market conditions and the uncommitted nature of these credit facilities, it is possible that these lines of credit could decrease or not be available in the future.

Actual borrowing availability on the uncommitted secured lines is based on client margin securities and partnership securities, which would serve as collateral on loans in the event the Partnership borrowed against these lines. There were no amounts outstanding on the 2013 Credit Facility and the uncommitted lines of credit as of December 31, 2013 and 2012. In addition, the Partnership did not have any draws against these lines of credits during the years ended December 31, 2013 and 2012.

The Partnership is in compliance with all covenants related to its outstanding debt agreements as of December 31, 2013. For further details on covenants, see discussion regarding debt covenants in Notes 7 and 9 to the Consolidated Financial Statements.

Cash Activity

As of December 31, 2013, the Partnership had $0.6 billion in cash and cash equivalents and $1.0 billion in securities purchased under agreements to resell, which have maturities of less than one week. This totals $1.6 billion of Partnership liquidity as of December 31, 2013, a 4% ($67 million) decrease from $1.7 billion at December 31, 2012. This decrease is primarily due to timing of client cash activity and the resulting requirement for segregation. The Partnership had $8.4 billion and $7.7 billion in cash and investments segregated under federal regulations as of December 31, 2013 and 2012, respectively, which was not available for general use.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, continued

Capital Expenditures

The Partnership estimates 2014 capital expenditures will approximate $130 million and will be funded by normal operations. Approximately half of the capital expenditures will be for construction at the north campus location in St. Louis where the Partnership is currently renovating two facilities and building a new parking structure.

Regulatory Requirements

As a result of its activities as a U.S. broker-dealer, Edward Jones is subject to the net capital provisions of Rule 15c3-1 of the Exchange Act and capital compliance rules of the FINRA Rule 4110. Under the alternative method permitted by the rules, Edward Jones must maintain minimum net capital, as defined, equal to the greater of $0.25 million or 2% of aggregate debit items arising from client transactions. The net capital rules also provide that Edward Jones’ partnership capital may not be withdrawn if the resulting net capital would be less than minimum requirements. Additionally, certain withdrawals require the approval of the SEC and FINRA to the extent they exceed defined levels, even though such withdrawals would not cause net capital to be less than minimum requirements.

The Partnership’s Canada broker-dealer is a registered securities dealer regulated by IIROC. Under the regulations prescribed by IIROC, the Partnership is required to maintain prescribed/minimum levels of risk-adjusted capital, which are dependent on the nature of the Partnership’s assets and operations.

The following table shows the Partnership’s net capital figures for its U.S. and Canada broker-dealers as of December 31, 2013 and 2012:

($ millions)	2013			2012			% Change
U.S.:
Net capital	$	873		$	712			23	%
Net capital in excess of the minimum required	$	830		$	670			24	%
Net capital as a percentage of aggregate debit items		41.4	%		34.0	%		22	%
Net capital after anticipated capital withdrawals, as a percentage of aggregate debit items		24.8	%		18.5	%		34	%
Canada:
Regulatory risk adjusted capital	$	34		$	38			-11	%
Regulatory risk adjusted capital in excess of the minimum required to be held by IIROC	$	27		$	28			-4	%

Net capital and the related capital percentage may fluctuate on a daily basis. In addition, EJTC was in compliance with regulatory capital requirements.

The Partnership and its subsidiaries are subject to examination by the Internal Revenue Service (“IRS”) and by various state and foreign taxing authorities in the jurisdictions in which the Partnership and its subsidiaries conduct business. In 2012, the IRS began an examination of Edward Jones’ income tax returns for the years ended 2009 and 2010. This examination is on-going and is not expected to have a material impact to the Partnership.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, continued

OFF BALANCE SHEET ARRANGEMENTS

The Partnership does not have any significant off-balance-sheet arrangements.

CONTRACTUAL COMMITMENTS AND OBLIGATIONS

The following table summarizes the Partnership’s long-term financing commitments and obligations as of December 31, 2013. Subsequent to December 31, 2013, these commitments and obligations may have fluctuated based on the changing business environment. The interest on financing commitments is based upon the stated rates of the underlying instruments, which range from 7.28% to 7.33%. For further disclosure regarding long-term debt, liabilities subordinated to claims of general creditors and rental commitments, see Notes 8, 9 and 14, respectively, to the Consolidated Financial Statements.

($ millions)	Payments Due by Period
	2014		2015		2016		2017		2018		Thereafter		Total
Long-term debt	$	1.2	$	1.2	$	1.3	$	0.7	$	—	$	—	$	4.4
Liabilities subordinated to claims of general creditors		50.0		—		—		—		—		—		50.0
Interest on financing commitments(1)		2.1		0.2		0.1		—		—		—		2.4
Rental commitments		132.0		34.2		22.9		16.0		11.8		32.4		249.3
Total financing commitments and obligations	$	185.3	$	35.6	$	24.3	$	16.7	$	11.8	$	32.4	$	306.1

⁽¹⁾ Interest paid may vary depending on timing of principal payments in addition to changes in variable interest rates on underlying obligations.

In addition to the above table, the Partnership has a revolving unsecured line of credit outstanding as of December 31, 2013 (see Note 7 to the Consolidated Financial Statements). Additionally, the Partnership would incur termination fees of approximately $146 million in 2014 in the event the Partnership terminated existing contractual commitments with certain vendors providing ongoing services primarily for information technology, operations and marketing. These termination fees will decrease over the related contract periods, which generally expire within the next three years.

CRITICAL ACCOUNTING POLICIES

The Partnership’s financial statements are prepared in accordance with GAAP, which may require judgment and involve estimation processes to determine its assets, liabilities, revenues and expenses which affect its results of operations.

The Partnership believes that of its significant accounting policies, the following critical policies require estimates that involve a higher degree of judgment and complexity.

Asset-Based Fees. Due to the timing of receipt of information, the Partnership must use estimates in recording the accruals related to certain asset-based fees. These accruals are based on historical trends and are adjusted to reflect market conditions for the period covered. Additional adjustments, if needed, are recorded in subsequent periods.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, continued

Legal Reserves. The Partnership provides for potential losses that may arise out of litigation, regulatory proceedings and other contingencies to the extent that such losses can be estimated, in accordance with ASC No. 450, Contingencies. See Note 15 to the Consolidated Financial Statements and Part I, Item 3 – Legal Proceedings for further discussion of these items. The Partnership regularly monitors its exposures for potential losses. The Partnership’s total liability with respect to litigation and regulatory proceedings represents the best estimate of probable losses after considering, among other factors, the progress of each case, the Partnership’s experience and discussions with legal counsel.

Included in Part II, Item 7A – Quantitative and Qualitative Disclosures about Market Risk and in Note 1 to the Consolidated Financial Statements, are additional discussions of the Partnership’s accounting policies.

THE EFFECTS OF INFLATION

The Partnership’s net assets are primarily monetary, consisting of cash and cash equivalents, cash and investments segregated under federal regulations, securities owned and receivables, less liabilities. Monetary net assets are primarily liquid in nature and would not be significantly affected by inflation. Inflation and future expectations of inflation influence securities prices, as well as activity levels in the securities markets. As a result, profitability and capital may be impacted by inflation and inflationary expectations. Additionally, inflation’s impact on the Partnership’s operating expenses may affect profitability to the extent that additional costs are not recoverable through increased prices of services offered by the Partnership.

RECENTLY ADOPTED ACCOUNTING STANDARDS

In December 2011, the FASB issued Accounting Standards Update (“ASU”) No. 2011-11, Disclosures about Offsetting Assets and Liabilities (“ASU 2011-11”), which established requirements for an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. ASU 2011-11 was adopted on January 1, 2013 and adoption did not have a material impact on the Partnership’s Consolidated Financial Statements (see Note 19 to the Consolidated Financial Statements).

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Various levels of management within the Partnership manage the Partnership’s risk exposure. Position limits in trading and inventory accounts are established and monitored on an ongoing basis. Credit risk related to various financing activities is reduced by the industry practice of obtaining and maintaining collateral. The Partnership monitors its exposure to counterparty risk through the use of credit exposure information, the monitoring of collateral values and the establishment of credit limits. For further discussion of monitoring, see the Risk Management discussion in Item 10 – Directors, Executive Officers and Corporate Governance of this Annual Report.

The Partnership is exposed to market risk from changes in interest rates. Such changes in interest rates impact the income from interest earning assets, primarily receivables from clients on margin balances and short-term investments, which averaged $2.1 billion and $8.8 billion for the year ended December 31, 2013, respectively. The changes in interest rates may also have an impact on the expense related to liabilities that finance these assets, such as amounts payable to clients and other interest and non-interest bearing liabilities.

The Partnership performed an analysis of its financial instruments and assessed the related interest rate risk and materiality in accordance with the SEC rules. Under current market conditions and based on current levels of interest earning assets and the liabilities that finance these assets, the Partnership estimates that a 100 basis point (1.00%) increase in short-term interest rates could increase its annual net interest income by approximately $82 million. Conversely, the Partnership estimates that a 100 basis point (1.00%) decrease in short-term interest rates could decrease the Partnership’s annual net interest income by approximately $14 million. A decrease in short-term interest rates currently has a less significant impact on net interest income due to the current low interest rate environment. The Partnership has two distinct types of interest bearing assets: client receivables from margin accounts and short-term, primarily overnight, investments, which are primarily comprised of cash and investments segregated under federal regulations and securities purchased under agreements to resell. These investments have earned interest at an average rate of approximately 16 basis points (0.16%) in 2013, and therefore the financial dollar impact of further decline in rates is minimal. The Partnership has put in place an interest rate floor for the interest charged related to its client margin loans, which helps to limit the negative impact of declining interest rates.

In addition to the interest earning assets and liabilities noted above, the Partnership’s revenue earned related to its minority ownership interest in the adviser to the Edward Jones money market funds is also impacted by changes in interest rates. As discussed in Item 1—Business, as a 49.5% limited partner of Passport Research Ltd., the investment adviser to two of the money market funds made available to Edward Jones clients, the Partnership receives a portion of the income of the investment adviser. Due to the current historically low interest rate environment, the investment adviser voluntarily chose (beginning in March 2009) to reduce certain fees charged to the funds to a level that will maintain a positive client yield on the funds. This reduction of fees reduced the Partnership’s cash solutions revenue by approximately $100 million, $90 million and $90 million for the years ended December 31, 2013, 2012 and 2011, respectively, and is expected to continue at that level in future periods, based upon the current interest rate environment. Alternatively, if the interest rate environment improved such that this reduction in fees was no longer necessary to maintain a positive client yield, the Partnership’s revenue could increase annually by that same level.

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PART II

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial Statements Included in this Item

	Page No.
Management’s Report on Internal Control over Financial Reporting		61
Report of Independent Registered Public Accounting Firm		62
Consolidated Statements of Financial Condition as of December 31, 2013 and 2012		64
Consolidated Statements of Income for the years ended December 31, 2013, 2012 and 2011		65
Consolidated Statements of Changes in Partnership Capital Subject to Mandatory Redemption for the years ended December 31, 2013, 2012 and 2011		66
Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011		67
Notes to Consolidated Financial Statements		68

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Item 8. Financial Statements and Supplementary Data, continued

MANAGEMENT’S REPORT ON INTERNAL CONTROL

OVER FINANCIAL REPORTING

Management of The Jones Financial Companies, L.L.L.P. and all wholly-owned subsidiaries (collectively, the “Partnership”), is responsible for establishing and maintaining adequate internal control over financial reporting. The Partnership’s internal control over financial reporting is a process designed under the supervision of the Partnership’s chief executive officer and chief financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Partnership’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

As of the end of the Partnership’s 2013 fiscal year, management conducted an assessment of the effectiveness of the Partnership’s internal control over financial reporting based on the framework established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992). Based on this assessment, management has determined that the Partnership’s internal control over financial reporting as of December 31, 2013 was effective.

The Partnership’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management of the Partnership; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Partnership’s assets that could have a material effect on its financial statements.

The Partnership’s internal control over financial reporting as of December 31, 2013 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their accompanying report, which expresses an unqualified opinion on the effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2013.

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Item 8. Financial Statements and Supplementary Data, continued

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Jones Financial Companies, L.L.L.P.

In our opinion, the accompanying Consolidated Statements of Financial Condition and the related Consolidated Statements of Income, of Changes in Partnership Capital Subject To Mandatory Redemption and of Cash Flows present fairly, in all material respects, the consolidated financial position of The Jones Financial Companies, L.L.L.P. and its subsidiaries (the “Partnership”) at December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedules listed in the index appearing under Item 15(a)(2) present fairly, in all material respects, the information set forth therein when read in conjunction with the related Consolidated Financial Statements. Also in our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992). The Partnership’s management is responsible for these financial statements and financial statement schedules, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements, on the financial statement schedules, and on the Partnership’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Item 8. Financial Statements and Supplementary Data, continued

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

St. Louis, Missouri

March 28, 2014

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Item 8. Financial Statements and Supplementary Data, continued

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

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

	December 31, 2013		December 31, 2012
(Dollars in thousands)
ASSETS:
Cash and cash equivalents	$	599,705	$	600,936
Cash and investments segregated under federal regulations		8,435,077		7,714,642
Securities purchased under agreements to resell		1,026,405		1,092,586
Receivable from:
Clients		2,300,082		2,266,874
Mutual funds, insurance companies and other		405,009		355,507
Brokers, dealers and clearing organizations		148,103		189,119
Securities owned, at fair value:
Inventory securities		101,495		74,552
Investment securities		141,094		111,904
Equipment, property and improvements, at cost, net of accumulated depreciation and amortization		542,585		537,049
Other assets		95,206		99,074
TOTAL ASSETS	$	13,794,761	$	13,042,243
LIABILITIES:
Payable to:
Clients	$	10,596,321	$	10,075,684
Brokers, dealers and clearing organizations		79,243		65,477
Securities sold, not yet purchased, at fair value		4,259		22,327
Accrued compensation and employee benefits		842,448		665,509
Accounts payable and accrued expenses		137,562		124,850
Long-term debt		4,430		5,503
		11,664,263		10,959,350
Liabilities subordinated to claims of general creditors		50,000		100,000
Commitments and contingencies (Notes 14 and 15)
Partnership capital subject to mandatory redemption, net of reserve for anticipated withdrawals		1,857,915		1,812,247
Reserve for anticipated withdrawals		222,583		170,646
Total partnership capital subject to mandatory redemption		2,080,498		1,982,893
TOTAL LIABILITIES	$	13,794,761	$	13,042,243

The accompanying notes are an integral part of these Consolidated Financial Statements.

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Item 8. Financial Statements and Supplementary Data, continued

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

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except per unit information and units outstanding)	For the Years Ended December 31,
	2013		2012		2011
Revenue:
Trade revenue
Commissions	$	2,134,396	$	1,979,026	$	1,698,687
Principal transactions		182,547		155,895		284,231
Investment banking		122,365		111,539		153,100
Total trade revenue		2,439,308		2,246,460		2,136,018
Fee revenue
Asset-based		2,522,719		2,042,392		1,776,883
Account and activity		567,617		573,949		522,898
Total fee revenue		3,090,336		2,616,341		2,299,781
Interest and dividends		133,726		133,469		130,150
Other revenue		52,281		31,148		11,553
Total revenue		5,715,651		5,027,418		4,577,502
Interest expense		58,745		62,243		67,641
Net revenue		5,656,906		4,965,175		4,509,861
Operating expenses:
Compensation and benefits		3,793,110		3,285,171		2,940,088
Occupancy and equipment		356,018		352,968		356,555
Communications and data processing		291,529		279,320		289,358
Payroll and other taxes		207,326		185,954		171,125
Advertising		57,964		56,255		54,201
Postage and shipping		50,904		47,587		48,487
Clearance fees		12,588		12,648		12,564
Other operating expenses		213,129		190,252		155,700
Total operating expenses		4,982,568		4,410,155		4,028,078
Income before allocations to partners		674,338		555,020		481,783
Allocations to partners:
Limited partners		78,105		72,018		69,960
Subordinated limited partners		73,166		60,551		50,292
General partners		523,067		422,451		361,531
Net income	$	—	$	—	$	—
Income before allocations to partners per weighted average $1,000 equivalent limited partnership unit outstanding	$	121.12	$	109.84	$	104.66
Weighted average $1,000 equivalent limited partnership units outstanding		644,856		655,663		668,450

The accompanying notes are an integral part of these Consolidated Financial Statements.

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Item 8. Financial Statements and Supplementary Data, continued

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

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERSHIP CAPITAL

SUBJECT TO MANDATORY REDEMPTION

FOR THE YEARS ENDED DECEMBER 31, 2013, 2012 and 2011

	Limited Partnership Capital			Subordinated Limited Partnership Capital			General Partnership Capital			Total
(Dollars in thousands)
TOTAL PARTNERSHIP CAPITAL SUBJECT TO MANDATORY REDEMPTION, DECEMBER 31, 2010	$	479,554		$	237,415		$	888,004		$	1,604,973
Reserve for anticipated withdrawals		(28,205	)		(15,447	)		(64,596	)		(108,248	)
Partnership capital subject to mandatory redemption, net of reserve for anticipated withdrawals, December 31, 2010	$	451,349		$	221,968		$	823,408		$	1,496,725
Issuance of partnership interests		223,560			35,182			103,790			362,532
Redemption of partnership interests		(12,683	)		(1,736	)		(82,772	)		(97,191	)
Income allocated to partners		69,960			50,292			361,531			481,783
Distributions		(26,482	)		(34,623	)		(190,114	)		(251,219	)
Total partnership capital, including capital financed with partnership loans		705,704			271,083			1,015,843			1,992,630
Partnership loans outstanding, December 31, 2011		—			—			(86,853	)		(86,853	)
TOTAL PARTNERSHIP CAPITAL SUBJECT TO MANDATORY REDEMPTION, DECEMBER 31, 2011	$	705,704		$	271,083		$	928,990		$	1,905,777
Reserve for anticipated withdrawals		(43,478	)		(15,669	)		(88,265	)		(147,412	)
Partnership capital subject to mandatory redemption, net of reserve for anticipated withdrawals, December 31, 2011	$	662,226		$	255,414		$	840,725		$	1,758,365
Partnership loans outstanding, December 31, 2011		—			—			86,853			86,853
Total partnership capital, including capital financed with partnership loans, net of reserve for anticipated withdrawals, December 31, 2011		662,226			255,414			927,578			1,845,218
Issuance of partnership interests		—			36,134			103,157			139,291
Redemption of partnership interests		(11,491	)		(7,839	)		(79,840	)		(99,170	)
Income allocated to partners		72,018			60,551			422,451			555,020
Distributions		(27,195	)		(41,352	)		(218,655	)		(287,202	)
Total partnership capital, including capital financed with partnership loans		695,558			302,908			1,154,691			2,153,157
Partnership loans outstanding, December 31, 2012		—			—			(170,264	)		(170,264	)
TOTAL PARTNERSHIP CAPITAL SUBJECT TO MANDATORY REDEMPTION, DECEMBER 31, 2012	$	695,558		$	302,908		$	984,427		$	1,982,893
Reserve for anticipated withdrawals		(44,823	)		(19,199	)		(106,624	)		(170,646	)
Partnership capital subject to mandatory redemption, net of reserve for anticipated withdrawals, December 31, 2012	$	650,735		$	283,709		$	877,803		$	1,812,247
Partnership loans outstanding, December 31, 2012		—			—			170,264			170,264
Total partnership capital, including capital financed with partnership loans, net of reserve for anticipated withdrawals, December 31, 2012		650,735			283,709			1,048,067			1,982,511
Issuance of partnership interests		—			31,466			102,280			133,746
Redemption of partnership interests		(10,465	)		(10,617	)		(94,936	)		(116,018	)
Income allocated to partners		78,105			73,166			523,067			674,338
Distributions		(30,595	)		(49,090	)		(299,872	)		(379,557	)
Total partnership capital, including capital financed with partnership loans		687,780			328,634			1,278,606			2,295,020
Partnership loans outstanding, December 31, 2013		—			(126	)		(214,396	)		(214,522	)
TOTAL PARTNERSHIP CAPITAL SUBJECT TO MANDATORY REDEMPTION, DECEMBER 31, 2013	$	687,780		$	328,508		$	1,064,210		$	2,080,498
Reserve for anticipated withdrawals		(47,510	)		(24,076	)		(150,997	)		(222,583	)
Partnership capital subject to mandatory redemption, net of reserve for anticipated withdrawals, December 31, 2013	$	640,270		$	304,432		$	913,213		$	1,857,915

The accompanying notes are an integral part of these Consolidated Financial Statements.

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Item 8. Financial Statements and Supplementary Data, continued

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the years ended December 31,
(Dollars in thousands)	2013			2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	—		$	—		$	—
Adjustments to reconcile net income to net cash provided by operating activities:
Income before allocations to partners		674,338			555,020			481,783
Depreciation and amortization		82,095			80,148			90,609
Changes in assets and liabilities:
Cash and investments segregated under federal regulations		(720,435	)		(3,242,116	)		(858,363	)
Securities purchased under agreements to resell		66,181			(416,138	)		278,761
Net payable to clients		487,429			3,435,028			1,085,328
Net receivable from brokers, dealers and clearing organizations		54,782			(100,084	)		8,124
Receivable from mutual funds, insurance companies and other		(49,502	)		(55,500	)		(8,922	)
Securities owned, net		(74,201	)		7,453			(3,700	)
Other assets		3,868			305			(5,113	)
Accrued compensation and employee benefits		176,939			125,093			34,195
Accounts payable and accrued expenses		9,314			(41,975	)		(21,974	)
Net cash provided by operating activities		710,808			347,234			1,080,728
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment, property and improvements, net		(84,233	)		(36,903	)		(54,230	)
Net cash used in investing activities		(84,233	)		(36,903	)		(54,230	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of long-term debt		(1,073	)		(997	)		(59,897	)
Repayment of subordinated liabilities		(50,000	)		(50,000	)		(53,700	)
Issuance of partnership interests (net of partnership loans)		38,549			45,121			270,839
Redemption of partnership interests		(116,018	)		(99,170	)		(97,191	)
Distributions from partnership capital		(550,203	)		(434,614	)		(359,467	)
Issuance of partnership loans		(11,203	)		—			—
Repayment of partnership loans		62,142			10,759			4,840
Net cash used in financing activities		(627,806	)		(528,901	)		(294,576	)
Net (decrease) increase in cash and cash equivalents		(1,231	)		(218,570	)		731,922
CASH AND CASH EQUIVALENTS:
Beginning of year		600,936			819,506			87,584
End of year	$	599,705		$	600,936		$	819,506
Cash paid for interest	$	58,817		$	62,524		$	67,904
Cash paid for taxes (Note 12)	$	7,460		$	4,132		$	5,087
NON-CASH ACTIVITIES:
Additions of equipment, property and improvements in accounts payable and accrued expenses	$	3,914		$	516		$	1,371
Issuance of general partnership interests through partnership loans in current period	$	95,197		$	94,170		$	91,693

The accompanying notes are an integral part of these Consolidated Financial Statements.

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Item 8. Financial Statements and Supplementary Data, continued

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per unit information and the number of financial advisors)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Partnership’s Business and Basis of Accounting. The accompanying Consolidated Financial Statements include the accounts of The Jones Financial Companies, L.L.L.P. and all wholly-owned subsidiaries (collectively, the “Partnership”). All material intercompany balances and transactions have been eliminated in consolidation. Non-controlling minority interests are accounted for under the equity method. The results of the Partnership’s subsidiaries in Canada are included in the Partnership’s Consolidated Financial Statements for the twelve month periods ended November 30, 2013, 2012 and 2011 because of the timing of the Partnership’s financial reporting process.

The Partnership’s principal operating subsidiary, Edward D. Jones & Co., L.P. (“Edward Jones”), is comprised of two registered broker-dealers primarily serving individual investors in the United States (“U.S.”) and, through a subsidiary, Canada. Edward Jones primarily derives its revenues from the retail brokerage business through the sale of listed and unlisted securities and insurance products, investment banking, principal transactions, distribution of mutual fund shares, and through fees related to assets held by and account services provided to its clients. The Partnership conducts business throughout the U.S. and Canada with its clients, various brokers, dealers, clearing organizations, depositories and banks. For financial information related to the Partnership’s two operating segments for the years ended December 31, 2013, 2012 and 2011, see Note 16 to the Consolidated Financial Statements. Trust services are offered to Edward Jones’ U.S. clients through Edward Jones Trust Company (“EJTC”), a wholly-owned subsidiary of the Partnership.

The Consolidated Financial Statements have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the U.S. (“GAAP”) which require the use of certain estimates by management in determining the Partnership’s assets, liabilities, revenues and expenses. Actual results could differ from these estimates.

Under the terms of the Partnership’s Eighteenth Amended and Restated Partnership Agreement (the “Partnership Agreement”), a partner’s capital is required to be redeemed by the Partnership in the event of the partner’s death or withdrawal from the Partnership, subject to compliance with ongoing regulatory capital requirements. In the event of a partner’s death, the Partnership must generally redeem the partner’s capital within six months. The Partnership has withdrawal restrictions in place limiting the amount of capital that can be withdrawn at the discretion of the partner. Under the terms of the Partnership Agreement, limited partners withdrawing from the Partnership are to be repaid their capital in three equal annual installments beginning the month after their withdrawal. The capital of general partners withdrawing from the Partnership is converted to subordinated limited partnership capital or, at the discretion of the Managing Partner, redeemed by the Partnership. Subordinated limited partners are repaid their capital in six equal annual installments beginning the month after their request for withdrawal of contributed capital. The Partnership’s Managing Partner has discretion to waive or modify these withdrawal restrictions and to accelerate the return of capital. All current and future partnership capital is subordinate to all current and future liabilities of the Partnership.

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Item 8. Financial Statements and Supplementary Data, continued

Revenue Recognition. The Partnership’s commissions, principal transactions and investment banking revenues are recorded on a trade date basis. Other forms of revenue are recorded on an accrual basis. Due to the timing of receipt of information, the Partnership must use estimates in recording the accruals related to certain asset-based fees. These accruals are based on historical trends and are adjusted to reflect market conditions for the period covered. The Partnership classifies its revenue into the following categories:

Commissions revenue consists of charges to clients for the purchase or sale of mutual fund shares, listed and unlisted securities and insurance products.

Principal transactions revenue is the result of the Partnership’s participation in market-making activities in municipal obligations, over-the-counter corporate obligations, government obligations, unit investment trusts, mortgage-backed securities and certificates of deposit.

Investment banking revenue is derived from the Partnership’s distribution of unit investment trusts, corporate and municipal obligations, and government sponsored enterprise obligations.

Asset-based fee revenue is derived from fees determined by the underlying value of client assets and includes advisory programs, service fees and revenue sharing. Most asset-based fee revenue is generated from fees for investment advisory services within the Partnership’s advisory programs, including Edward Jones Advisory Solutions (“Advisory Solutions”), Edward Jones Managed Account Program (“MAP”) and, in Canada, Edward Jones Portfolio Program and Guided Portfolios Program. The Partnership also earns asset-based fee revenue through service fees received under agreements with mutual fund and insurance companies, including revenue related to the Partnership’s ownership interest in Passport Research Ltd., the investment adviser to the Edward Jones money market funds. In addition, the Partnership earns revenue sharing from certain mutual fund and insurance companies. In most cases, this is additional compensation paid by investment advisers, insurance companies or distributors based on a percentage of average assets held by the Partnership’s clients.

Account and activity fee revenue includes fees received from mutual fund companies for sub-transfer agent accounting services performed by the Partnership and retirement account fees primarily consisting of self-directed IRA custodian account fees. This revenue category also includes other activity-based fee revenue from clients, mutual fund companies and insurance companies.

Interest and dividends revenue is earned on client margin (loan) account balances, cash and cash equivalents, cash and investments segregated under federal regulations, securities purchased under agreements to resell, partnership loans, inventory securities and investment securities.

The Partnership derived from one mutual fund company 19% of its total revenue for each of the years ended December 31, 2013, 2012 and 2011. The revenue generated from this company related to business conducted with the Partnership’s U.S. segment. Significant reductions in revenue due to regulatory reform or other changes to the Partnership’s relationship with this mutual fund company could have a material impact on the Partnership’s results of operations.

Foreign Exchange. Assets and liabilities denominated in a foreign currency are translated at the exchange rate at the end of the period. Revenue and expenses denominated in a foreign currency are translated using the average exchange rate for each period. Foreign exchange gains and losses are included in other revenue on the Consolidated Statements of Income.

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Item 8. Financial Statements and Supplementary Data, continued

Fair Value. Substantially all of the Partnership’s financial assets and financial liabilities covered under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 820, Fair Value Measurement and Disclosure (“ASC 820”), are carried at fair value or contracted amounts which approximate fair value. Upon the adoption of fair value guidance set forth in FASB ASC No. 825, Financial Instruments, the Partnership elected not to take the fair value option on all debt and liabilities subordinated to the claims of general creditors.

Fair value of a financial instrument is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, also known as the “exit price.” Financial assets are marked to bid prices and financial liabilities are marked to offer prices. The Partnership’s financial assets and financial liabilities recorded at fair value in the Consolidated Statements of Financial Condition are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, defined by ASC 820 with the related amount of subjectivity associated with the inputs to value these assets and liabilities at fair value for each level, are as follows:

Level I – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

The types of assets and liabilities categorized as Level I generally are U.S. treasuries, investments in publicly traded mutual funds, equities listed in active markets, government and agency obligations, and unit investment trusts with quoted market prices.

Level II – Inputs (other than quoted prices included in Level I) are either directly or indirectly observable for the asset or liability through correlation with related market data at the measurement date and for the duration of the instrument’s anticipated life. The Partnership uses the market approach valuation technique which incorporates third-party pricing services and other relevant observable information (such as market interest rates, yield curves, prepayment risk and credit risk generated by market transactions involving identical or comparable assets or liabilities) in valuing these types of investments. When third-party pricing services are used, the methods and assumptions used are reviewed by the Partnership.

The types of assets and liabilities categorized as Level II generally are certificates of deposit, state and municipal obligations and corporate bonds and notes.

Level III – Inputs are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the inputs to the model.

The Partnership did not have any assets or liabilities categorized as Level III during the periods ended December 31, 2013 and 2012. In addition, there were no transfers into or out of Levels I, II or III during these periods.

The Partnership estimates the fair value of long-term debt and the liabilities subordinated to claims of general creditors based on the present value of future principal and interest payments associated with the debt, using current interest rates for debt of a similar nature as that of the Partnership (Level II input).

Cash and Cash Equivalents. The Partnership considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

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Item 8. Financial Statements and Supplementary Data, continued

Cash and Investments Segregated under Federal Regulations. Cash of $7,056,047 and $6,607,714 and investments of $1,379,030 and $1,106,928 as of December 31, 2013 and 2012, respectively, were segregated in special reserve bank accounts for the benefit of U.S. clients under Rule 15c3-3 of the Securities and Exchange Commission (“SEC”).

Securities Purchased Under Agreements to Resell. The Partnership participates in short-term resale agreements collateralized by government and agency securities. These transactions are reported as collateralized financing. The fair value of the underlying collateral as determined daily, plus accrued interest, must equal or exceed 102% of the carrying amount of the transaction in U.S. agreements and must equal or exceed 100% in Canada agreements. It is the Partnership’s policy to have such underlying resale agreement collateral delivered to the Partnership or deposited in its accounts at its custodian banks. Resale agreements are carried at the amount at which the securities will be subsequently resold, as specified in the agreements. The Partnership considers these financing receivables to be of good credit quality and, as a result, has not recorded a related allowance for credit loss. In addition, the Partnership considers risk related to these securities to be minimal due to the fact that these securities are fully collateralized.

Securities Borrowing and Lending Activities. Securities borrowed and securities loaned transactions are reported as collateralized financings. Securities borrowed transactions require the Partnership to deposit cash with the lender. In securities loaned transactions, the Partnership receives collateral in the form of cash. Collateral for both securities borrowed and securities loaned is based on 102% of the fair value of the underlying securities loaned in U.S. agreements and 100% in Canada agreements. The Partnership monitors the fair value of securities borrowed and loaned on a daily basis, with additional collateral obtained or refunded as necessary. Securities borrowed and securities loaned are included in receivable from and payable to brokers, dealers and clearing organizations, respectively, in the Consolidated Statements of Financial Condition.

Collateral. The Partnership reports as assets collateral it has pledged in secured borrowings and other arrangements when the secured party cannot sell or repledge the assets or the Partnership can substitute collateral or otherwise redeem it on short notice. The Partnership does not report collateral it has received in secured lending and other arrangements as an asset when the debtor has the right to redeem or substitute the collateral on short notice.

Securities Owned and Sold, Not Yet Purchased. Securities owned and sold, not yet purchased, including inventory securities and investment securities, are recorded at fair value which is determined by using quoted market or dealer prices. The Partnership records the related unrealized gains and losses for inventory securities and certain investment securities in principal transactions revenue in the Consolidated Statements of Income. The unrealized gains and losses for investment securities related to the nonqualified deferred compensation plan are recorded in other revenue in the Consolidated Statements of Income (see below).

Equipment, Property and Improvements. Equipment, including furniture and fixtures, is recorded at cost and depreciated using straight-line and accelerated methods over estimated useful lives of three to seven years. Buildings are depreciated using the straight-line method over their useful lives, which are estimated at thirty years. Leasehold improvements are amortized based on the term of the lease or the economic useful life of the improvement, whichever is less. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation or amortization is removed from the respective category and any related gain or loss is recorded as other revenue in the Consolidated Statements of Income.

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Item 8. Financial Statements and Supplementary Data, continued

The cost of maintenance and repairs is charged against income as incurred, whereas significant enhancements are capitalized. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the book value of the asset may not be fully recoverable. If impairment is indicated, the asset value is written down to its fair value.

Nonqualified Deferred Compensation Plan. The Partnership has a nonqualified deferred compensation plan for certain financial advisors. The Partnership has recorded a liability for the future payments due to financial advisors participating in the nonqualified deferred compensation plan. As the future amounts due to financial advisors change in accordance with plan requirements, the Partnership records the change in future amounts owed to financial advisors as an increase or decrease in accrued compensation in the Consolidated Statements of Financial Condition and compensation and benefits expense in the Consolidated Statements of Income. The Partnership has chosen to hedge this future liability by purchasing securities in an amount similar to the future liability expected to be due in accordance with the plan. These securities are included in investment securities in the Consolidated Statements of Financial Condition and the unrealized gains and losses are recorded in other revenue in the Consolidated Statements of Income. Each period, the net impact of the change in future amounts owed to financial advisors in the nonqualified deferred compensation plan and the change in investment securities are approximately the same, resulting in minimal net impact on the Partnership’s financial results.

Lease Accounting. The Partnership enters into lease agreements for certain home office facilities as well as branch office locations. The associated lease expense is recognized on a straight-line basis over the minimum lease terms.

Income Taxes. Income taxes have not been provided for in the Consolidated Financial Statements in most jurisdictions as the Partnership is organized as a partnership and each partner is liable for its own tax payments. For the jurisdictions in which the Partnership is liable for its own tax payments, the income tax provisions are immaterial (see Note 12).

Reclassification. Certain prior year balances have been reclassified to conform to the current year presentation.

Partnership Capital Subject to Mandatory Redemption. FASB ASC No. 480, Distinguishing Liabilities from Equity (“ASC 480”), established standards for classifying and measuring certain financial instruments with characteristics of both liabilities and equity. Under the provisions of ASC 480, the obligation to redeem a partner’s capital in the event of a partner’s death is one of the criteria requiring capital to be classified as a liability.

Since the Partnership Agreement obligates the Partnership to redeem a partner’s capital after a partner’s death, ASC 480 requires all of the Partnership’s equity capital to be classified as a liability. In accordance with ASC 480, income allocable to limited, subordinated limited and general partners is classified as a reduction of income before allocations to partners, which results in a presentation of $0 net income for the years ended December 31, 2013, 2012 and 2011. The financial statement presentations required to comply with ASC 480 do not alter the Partnership’s treatment of income, income allocations or capital for any other purposes.

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Item 8. Financial Statements and Supplementary Data, continued

Net income, as defined in the Partnership Agreement, is equivalent to income before allocations to partners on the Consolidated Statements of Income. Such income, if any, for each calendar year is allocated to the Partnership’s three classes of capital in accordance with the formulas prescribed in the Partnership Agreement. Income allocations are based upon partner capital contributions including capital contributions financed with loans from the Partnership. First, limited partners are allocated net income (as defined in the Partnership Agreement) in accordance with the prescribed formula for their share of net income. Limited partners do not share in the net loss in any year in which there is a net loss and the Partnership is not dissolved or liquidated. Thereafter, subordinated limited partners and general partners are allocated any remaining net income or net loss based on formulas as defined in the Partnership Agreement.

Recently Adopted Accounting Standards. In December 2011, the FASB issued Accounting Standards Update (“ASU”) No. 2011-11, Disclosures about Offsetting Assets and Liabilities (“ASU 2011-11”), which established requirements for an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. ASU 2011-11 was adopted on January 1, 2013 and adoption did not have a material impact on the Partnership’s Consolidated Statement of Financial Condition (see Note 19).

NOTE 2 – RECEIVABLE FROM AND PAYABLE TO CLIENTS

Receivable from and payable to clients include margin balances and amounts due on cash transactions. The value of securities owned by clients and held as collateral for these receivables is not reflected in the Consolidated Financial Statements. The Partnership considers these financing receivables to be of good credit quality due to the fact that these receivables are primarily collateralized by the related client investments and, as a result, the Partnership considers risk related to these receivables to be minimal. Substantially all amounts payable to clients are subject to withdrawal upon client request. The Partnership pays interest on certain credit balances in client accounts.

NOTE 3 – RECEIVABLE FROM MUTUAL FUNDS, INSURANCE COMPANIES, AND OTHER

Receivable from mutual funds, insurance companies and other is primarily composed of amounts due to the Partnership for asset-based fees and fees for sub-transfer agent accounting services from the mutual fund companies and insurance companies as well as a receivable from a retirement account trustee. The retirement account trustee receivable represents deposits held with the trustee as required by Canadian regulations for the Partnership’s clients’ retirement account funds held in Canada.

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Item 8. Financial Statements and Supplementary Data, continued

NOTE 4 – RECEIVABLE FROM AND PAYABLE TO BROKERS, DEALERS AND CLEARING ORGANIZATIONS

The following table shows the components of receivable from and payable to brokers, dealers and clearing organizations as of December 31, 2013 and 2012:

	2013		2012
Receivable from money market funds	$	62,317	$	88,084
Deposits with clearing organizations		49,110		49,154
Receivable from clearing organizations		26,889		24,208
Securities failed to deliver		3,703		2,582
Other		6,084		25,091
Total receivable from brokers, dealers and clearing organizations	$	148,103	$	189,119
Payable to clearing organizations	$	65,949	$	53,874
Securities failed to receive		10,245		10,723
Payable to brokers, dealers and carrying brokers		3,049		880
Total payable to brokers, dealers and clearing organizations	$	79,243	$	65,477

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Item 8. Financial Statements and Supplementary Data, continued

NOTE 5 – FAIR VALUE

The following table shows the Partnership’s financial instruments measured at fair value:

	Financial Assets at Fair Value as of
	December 31, 2013
	Level I		Level II		Level III		Total
Investments segregated under federal regulations:
U.S. treasuries	$	1,154,030	$	—	$	—	$	1,154,030
Certificates of deposit		—		225,000		—		225,000
Total investments segregated under federal regulations	$	1,154,030	$	225,000	$	—	$	1,379,030
Securities owned:
Inventory securities:
State and municipal obligations	$	—	$	66,777	$	—	$	66,777
Equities		27,138		—		—		27,138
Corporate bonds and notes		—		2,433		—		2,433
Certificates of deposit		—		1,922		—		1,922
Unit investment trusts		1,903		—		—		1,903
Other		391		931		—		1,322
Total inventory securities	$	29,432	$	72,063	$	—	$	101,495
Investment securities:
Mutual funds	$	116,523	$	—	$	—	$	116,523
Government and agency obligations		19,110		—		—		19,110
Equities		4,609		—		—		4,609
Other		—		852		—		852
Total investment securities	$	140,242	$	852	$	—	$	141,094
	Financial Liabilities at Fair Value as of
	December 31, 2013
	Level I		Level II		Level III		Total
Securities sold, not yet purchased:
Corporate bonds and notes	$	—	$	1,871	$	—	$	1,871
Equities		1,023		—		—		1,023
Other		301		1,064		—		1,365
Total securities sold, not yet purchased	$	1,324	$	2,935	$	—	$	4,259

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Item 8. Financial Statements and Supplementary Data, continued

	Financial Assets at Fair Value as of December 31, 2012
	Level I		Level II		Level III		Total
Investments segregated under federal regulations:
U.S. treasuries	$	1,006,928	$	—	$	—	$	1,006,928
Certificates of deposit		—		100,000		—		100,000
Total investments segregated under federal regulations	$	1,006,928	$	100,000	$	—	$	1,106,928
Securities owned:
Inventory securities:
State and municipal obligations	$	—	$	46,705	$	—	$	46,705
Equities		17,845		—		—		17,845
Certificates of deposit		—		4,236		—		4,236
Corporate bonds and notes		—		3,183		—		3,183
Other		1,166		1,417		—		2,583
Total inventory securities	$	19,011	$	55,541	$	—	$	74,552
Investment securities:
Mutual funds	$	89,743	$	—	$	—	$	89,743
Government and agency obligations		14,678		—		—		14,678
Equities		6,184		—		—		6,184
Other		—		1,299		—		1,299
Total investment securities	$	110,605	$	1,299	$	—	$	111,904
	Financial Liabilities at Fair Value as of
	December 31, 2012
	Level I		Level II		Level III		Total
Securities sold, not yet purchased:
Mutual funds	$	12,014	$	—	$	—	$	12,014
Equities		5,133		—		—		5,133
Certificates of deposit		—		2,774		—		2,774
Corporate bonds and notes		—		1,492		—		1,492
Other		314		600		—		914
Total securities sold, not yet purchased	$	17,461	$	4,866	$	—	$	22,327

The Partnership attempts to reduce its exposure to market price fluctuations of its inventory securities through the sale of U.S. government securities and, to a limited extent, the sale of fixed income futures contracts. The amount of the securities purchased or sold fluctuates on a daily basis due to changes in inventory securities owned, interest rates and market conditions. Futures contracts are settled daily, and any gain or loss is recognized as a component of net inventory gains, which are included in principal transactions revenue. The notional amounts of futures contracts outstanding were $9,000 and $2,000 at December 31, 2013 and 2012, respectively. The average notional amounts of futures contracts outstanding throughout the years ended December 31, 2013 and 2012 were approximately $6,900 and $4,700, respectively. The underlying assets of these contracts are not reflected in the Partnership’s Consolidated Financial Statements; however, the related mark-to-market adjustment gains of $31 and $7 are included in investment securities in the Consolidated Statements of Financial Condition as of December 31, 2013 and 2012, respectively. The total gains or losses related to these assets, recorded within the Consolidated Statements of Income, were gains of $419 and losses of $410 and $1,129 for the years ended December 31, 2013, 2012 and 2011, respectively.

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Item 8. Financial Statements and Supplementary Data, continued

The following table shows the estimated fair values of long-term debt and liabilities subordinated to claims of general creditors as of December 31, 2013 and 2012:

	2013		2012
Long-term debt	$	4,824	$	6,091
Liabilities subordinated to claims of general creditors		50,000		103,396
Total	$	54,824	$	109,487

See Notes 8 and 9 for the carrying values of long-term debt and liabilities subordinated to claims of general creditors, respectively.

NOTE 6 – EQUIPMENT, PROPERTY AND IMPROVEMENTS

The following table shows equipment, property and improvements as of December 31, 2013 and 2012:

	2013			2012
Land	$	18,745		$	18,745
Buildings and improvements		812,868			793,655
Equipment, furniture and fixtures		611,051			613,568
Equipment, property and improvements, Gross		1,442,664			1,425,968
Accumulated depreciation and amortization		(900,079	)		(888,919	)
Equipment, property and improvements, Net	$	542,585		$	537,049

Depreciation and amortization expense on equipment, property and improvements of $82,095, $80,148 and $90,609 is included in the Consolidated Statements of Income within the communications and data processing and occupancy and equipment categories for the years ended December 31, 2013, 2012 and 2011, respectively.

The Partnership has recorded $3,914 and $516 of accrued costs which are included in equipment, property and improvements in the Consolidated Financial Statements as of December 31, 2013 and 2012, respectively.

The Partnership has purchased Industrial Revenue Bonds issued by St. Louis County related to certain self-constructed and purchased real and personal property. This provides for potential property tax benefits over the life of the bonds (generally 10 years). The Partnership is therefore both the bondholder and the debtor/lessee for these properties. The Partnership has exercised its right to offset the amounts invested in and the obligations for these bonds and has therefore excluded any bond related balances in the Consolidated Statements of Financial Condition.

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Item 8. Financial Statements and Supplementary Data, continued

NOTE 7 – LINES OF CREDIT

The following table shows the composition of the Partnership’s aggregate bank lines of credit in place as of December 31, 2013 and 2012:

	2013		2012
2013 Credit Facility	$	400,000	$	—
2011 Credit Facility		—		395,000
Uncommitted secured credit facilities		415,000		415,000
Total lines of credit	$	815,000	$	810,000

In March 2011, the Partnership entered into an agreement with 10 banks for a three-year $395,000 committed unsecured revolving line of credit (“2011 Credit Facility”), with an expiration date of March 18, 2014. In November 2013, the Partnership replaced the 2011 Credit Facility with an agreement with 12 banks for a five-year $400,000 committed unsecured revolving line of credit (“2013 Credit Facility”). The 2013 Credit Facility is intended to provide short-term liquidity to the Partnership should the need arise. The 2013 Credit Facility has a tiered interest rate margin based on the Partnership’s leverage ratio (ratio of total debt to total capitalization). Borrowings made with a three-day advance notice will have a rate of LIBOR plus a margin ranging from 1.25% to 2.00%. Same day borrowings, which are subject to certain borrowing notification cutoff times, will have a rate consisting of a margin ranging from 0.25% to 1.00% plus the greater of the prime rate, the federal funds effective rate plus 1.00% or the one-month LIBOR rate plus 1.00%. In accordance with the terms of the 2013 Credit Facility, the Partnership is required to maintain a leverage ratio of no more than 35% and minimum partnership capital, net of reserve for anticipated withdrawals, of at least $1,381,577 plus 50% of subsequent issuances of partnership capital. As of December 31, 2013, the Partnership was in compliance with all covenants related to the 2013 Credit Facility. As of the date of this filing, the Partnership has not borrowed against the 2013 Credit Facility.

The Partnership’s uncommitted lines of credit are subject to change at the discretion of the banks and, therefore, due to credit market conditions and the uncommitted nature of these credit facilities, it is possible that these lines of credit could decrease or not be available in the future. Actual borrowing availability on the uncommitted lines of credit is based on client margin securities and Partnership securities, which would serve as collateral in the event the Partnership borrowed against these lines.

There were no amounts outstanding on the lines of credit as of December 31, 2013 and 2012. In addition, the Partnership did not have any draws against these lines of credit during the years ended December 31, 2013, 2012 and 2011.

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Item 8. Financial Statements and Supplementary Data, continued

NOTE 8 – LONG-TERM DEBT

The following table shows the Partnership’s long-term debt as of December 31, 2013 and 2012:

	2013		2012
Note payable, collateralized by real estate, fixed rate of 7.28%, principal and interest due in fluctuating monthly installments, with a final installment on June 1, 2017	$	4,430	$	5,503
	$	4,430	$	5,503

Scheduled annual principal payments as of December 31, 2013 are as follows:

2014	$	1,153
2015		1,240
2016		1,333
2017		704
2018		—
Thereafter		—
Total	$	4,430

In 2002, the Partnership entered into a $13,100 fixed rate mortgage on a home office building located on its Tempe, Arizona campus location. The note payable is collateralized by the building, which has a cost of $15,758 and a carrying value of $9,269 as of December 31, 2013.

NOTE 9 – LIABILITIES SUBORDINATED TO CLAIMS OF GENERAL CREDITORS

Liabilities subordinated to claims of general creditors as of December 31, 2013 and 2012 consist of:

	2013		2012
Capital notes 7.33%, due in annual installments of $50,000 commencing on June 12, 2010 with a final installment on June 12, 2014	$	50,000	$	100,000
	$	50,000	$	100,000

The Partnership paid the annual scheduled installments of $50,000 in 2013, 2012 and 2011. The final required annual payment of $50,000 is due on June 12, 2014.

The capital note agreements contain restrictions which, among other things, require Edward Jones to maintain certain financial ratios, restrict encumbrance of assets and creation of indebtedness and limit the withdrawal of its partnership capital. As of December 31, 2013, Edward Jones was required, under the capital note agreements, to maintain minimum partnership capital subject to mandatory redemption of $400,000 and regulatory net capital of $158,016. Edward Jones was in compliance with all restrictions as of and for the years ended December 31, 2013 and 2012.

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Item 8. Financial Statements and Supplementary Data, continued

The liabilities subordinated to claims of general creditors are subject to cash subordination agreements approved by Financial Industry Regulatory Authority (“FINRA”) and, therefore, are included in Edward Jones’ computation of net capital under the SEC’s Uniform Net Capital Rule.

NOTE 10 – PARTNERSHIP CAPITAL SUBJECT TO MANDATORY REDEMPTION

The following table shows the Partnership’s capital subject to mandatory redemption as of December 31, 2013 and 2012:

	2013			2012
Partnership capital outstanding:
Limited partnership capital	$	640,270		$	650,735
Subordinated limited partnership capital		304,558			283,709
General partnership capital		1,127,609			1,048,067
Total partnership capital outstanding		2,072,437			1,982,511
Partnership loans outstanding:
Partnership loans outstanding at beginning of period		(170,264	)		(86,853	)
Partnership loans issued during the period		(106,400	)		(94,170	)
Repayment of partnership loans during the period		62,142			10,759
Total partnership loans outstanding		(214,522	)		(170,264	)
Partnership capital subject to mandatory redemption, net of reserve for anticipated withdrawals		1,857,915			1,812,247
Reserve for anticipated withdrawals		222,583			170,646
Partnership capital subject to mandatory redemption	$	2,080,498		$	1,982,893

The Partnership makes loans available to those general partners (other than members of the Executive Committee, which consists of the executive officers of the Partnership) who require financing for some or all of their partnership capital contributions. In limited circumstances a general partner may withdraw from the Partnership and become a subordinated limited partner while he or she still has an outstanding partnership loan. Loans made by the Partnership to partners are generally for a period of one year but are expected to be renewed and bear interest at the prime rate, as defined in the loan documents. The Partnership recognizes interest income for the interest received related to these loans. The outstanding amount of partner loans financed through the Partnership is reflected as a reduction to total partnership capital in the Consolidated Statements of Changes in Partnership Capital Subject to Mandatory Redemption. As of December 31, 2013 and 2012, the outstanding amount of partner loans financed through the Partnership was $214,522 and $170,264, respectively. Interest income from these loans, which is included in interest and dividends in the Consolidated Statements of Income, was $7,604, $5,717 and $2,888 for the years ended December 31, 2013, 2012 and 2011, respectively. Partnership loans issued during the year ended December 31, 2013 consisted of $95,197 of new capital contributions and $11,203 of partnership loans issued in connection with paying off bank loans, as further discussed below.

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Item 8. Financial Statements and Supplementary Data, continued

On January 18, 2013, the Partnership paid, through earnings on behalf of the general and subordinated limited partners, the $35,393 outstanding balance on partnership administered bank loans related to capital contributions of general or subordinated limited partners. The maturity date of these loans was February 22, 2013. In connection with this payoff, the Partnership issued $11,203 of partnership loans. It is anticipated that all future general and subordinated limited partnership capital contributions (other than for Executive Committee members) requiring financing will be financed through partnership loans.

The limited partnership capital subject to mandatory redemption is held by current and former employees and general partners of the Partnership. Limited partners participate in the Partnership’s profits and are paid a minimum 7.5% annual return on the face amount of their capital, in accordance with the Partnership Agreement. The minimum 7.5% annual return totaled $48,380, $49,181 and $50,137 for the years ended December 31, 2013, 2012 and 2011, respectively. These amounts are included as a component of interest expense in the Consolidated Statements of Income.

The subordinated limited partnership capital subject to mandatory redemption is held by current and former general partners of the Partnership. Subordinated limited partners receive a percentage of the Partnership’s net income determined in accordance with the Partnership Agreement. The subordinated limited partnership capital subject to mandatory redemption is subordinated to the limited partnership capital.

The general partnership capital subject to mandatory redemption is held by current general partners of the Partnership. General partners receive a percentage of the Partnership’s net income determined in accordance with the Partnership Agreement. The general partnership capital subject to mandatory redemption is subordinated to the limited partnership capital and the subordinated limited partnership capital.

NOTE 11 – NET CAPITAL REQUIREMENTS

As a result of its activities as a broker-dealer, Edward Jones is subject to the net capital provisions of Rule 15c3-1 of the Securities Exchange Act of 1934 (“Exchange Act”) and capital compliance rules of the FINRA Rule 4110. Under the alternative method permitted by the rules, Edward Jones must maintain minimum net capital equal to the greater of $250 or 2% of aggregate debit items arising from client transactions. The net capital rules also provide that Edward Jones’ partnership capital may not be withdrawn if resulting net capital would be less than minimum requirements. Additionally, certain withdrawals require the approval of the SEC and FINRA to the extent they exceed defined levels, even though such withdrawals would not cause net capital to be less than minimum requirements.

The Partnership’s Canada broker-dealer is a registered securities dealer regulated by the Investment Industry Regulatory Organization of Canada (“IIROC”). Under the regulations prescribed by IIROC, the Partnership is required to maintain prescribed/minimum levels of risk-adjusted capital, which are dependent on the nature of the Partnership’s assets and operations.

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Item 8. Financial Statements and Supplementary Data, continued

The following table shows the Partnership’s net capital figures for its U.S. and Canada broker-dealers as of December 31, 2013 and 2012:

	2013			2012
U.S.:
Net capital	$	872,592		$	711,894
Net capital in excess of the minimum required	$	830,455		$	670,072
Net capital as a percentage of aggregate debit items		41.4	%		34.0	%
Net capital after anticipated capital withdrawals, as a percentage of aggregate debit items		24.8	%		18.5	%
Canada:
Regulatory risk adjusted capital	$	34,131		$	38,488
Regulatory risk adjusted capital in excess of the minimum required to be held by IIROC	$	27,093		$	27,567

Net capital and the related capital percentages may fluctuate on a daily basis. In addition, EJTC was in compliance with its regulatory capital requirements.

NOTE 12 – INCOME TAXES

The Partnership is a pass through entity for federal and state income tax purposes and generally does not incur income taxes. Instead, its earnings and losses are included in the income tax returns of the general and limited partners. However, the Partnership structure does include certain subsidiaries which are corporations that are subject to income tax. As of December 31, 2013 and 2012, the Partnership’s tax basis of assets and liabilities exceeds book basis by $102,968 and $82,925, respectively. The primary difference between financial statement basis and tax basis is related to the deferral for tax purposes in deducting accrued expenses until they are paid. Since the Partnership is treated as a pass through entity for federal and state income tax purposes, the difference between the tax basis and the book basis of assets and liabilities will impact the future tax liabilities of the partners. The tax differences will not impact the net income of the Partnership.

ASC No. 740, Income Taxes, requires the Partnership to determine whether a tax position is greater than fifty percent likely of being realized upon settlement with the applicable taxing authority, which could result in the Partnership recording a tax liability that would reduce net partnership capital. The Partnership did not have any significant uncertain tax positions as of December 31, 2013 and 2012 and is not aware of any tax positions that will significantly change during the next twelve months. Edward Jones is subject to examination by the Internal Revenue Service (“IRS”) and by various state and foreign taxing authorities in the jurisdictions in which Edward Jones conducts business. In 2012, the IRS began an examination of Edward Jones’ income tax returns for the years ended 2009 and 2010. This examination is on-going and is not expected to have a material impact to the Partnership. With the exception of the IRS examination noted above, tax years prior to 2010 are generally no longer subject to examination by U.S. federal, state, local or foreign tax authorities.

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Item 8. Financial Statements and Supplementary Data, continued

NOTE 13 – EMPLOYEE BENEFIT PLANS

The Partnership maintains a Profit Sharing and Deferred Compensation plan covering all eligible U.S. employees and a Group Registered Retirement Savings Plan and a Deferred Profit Sharing Plan covering all eligible Canada employees. Contributions to the plans are at the discretion of the Partnership. Additionally, participants may contribute on a voluntary basis. The Partnership contributed approximately $161,500, $133,300 and $115,600 to the plans for the years ended December 31, 2013, 2012 and 2011, respectively.

NOTE 14 – COMMITMENTS, GUARANTEES AND RISKS

The Partnership leases home office and branch office space under numerous operating leases. Branch offices are leased generally for terms of three to five years. Rent expense is recognized on a straight-line basis over the minimum lease term. Rent and other lease-related expenses were approximately $234,000, $229,300, and $227,500 for the years ended December 31, 2013, 2012 and 2011, respectively.

The Partnership’s non-cancelable lease commitments greater than one year as of December 31, 2013, are summarized below:

2014	$	132,026
2015		34,228
2016		22,936
2017		16,022
2018		11,760
Thereafter		32,361
Total	$	249,333

The Partnership’s annual rent expense is greater than its annual future lease commitments because the annual future lease commitments include only non-cancelable lease payments greater than one year.

In addition to the commitments discussed above, the Partnership has a revolving unsecured line of credit outstanding as of December 31, 2013 (see Note 7), as well as would have incurred termination fees of approximately $146,000 as of December 31, 2013 in the event the Partnership terminated existing contractual commitments with certain vendors providing ongoing services primarily for information technology, operations and marketing. These termination fees will decrease over the related contract periods, which generally expire within the next three years.

The Partnership provides margin loans to its clients in accordance with Regulation T and FINRA, which loans are collateralized by securities in the client’s account. The Partnership could be liable for the margin requirement of its client margin securities transactions. To mitigate this risk, the Partnership monitors required margin levels and requires clients to deposit additional collateral or reduce positions to meet minimum collateral requirements.

The Partnership’s securities activities involve execution, settlement and financing of various securities transactions for clients. The Partnership may be exposed to risk of loss in the event clients, other brokers and dealers, banks, depositories or clearing organizations are unable to fulfill contractual obligations.

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PART II

Item 8. Financial Statements and Supplementary Data, continued

For transactions in which it extends credit to clients, the Partnership seeks to control the risks associated with these activities by requiring clients to maintain margin collateral in compliance with various regulatory and internal guidelines. Therefore, the potential to make payments under these client transactions is remote and accordingly, no liability has been recognized for these transactions.

Cash balances held at various major U.S. financial institutions, which typically exceed Federal Deposit Insurance Corporation insurance coverage limits, subject the Partnership to a concentration of credit risk. Additionally, the Partnership’s Canada broker-dealer may also have cash deposits in excess of the applicable insured amounts. The Partnership regularly monitors the credit ratings of these financial institutions in order to help mitigate the credit risk that exists with the deposits in excess of insured amounts. The Partnership has credit exposure to U.S. government and agency securities which are held as collateral for its resell agreements, investment securities and segregated investments. The Partnership’s primary exposure on resell agreements is with the counterparty and the Partnership would only have exposure in the event of the counterparty’s default on the resell agreements.

The Partnership provides guarantees to securities clearing houses and exchanges under their standard membership agreements, which require a member to guarantee the performance of other members. Under these agreements, if a member becomes unable to satisfy its obligations to the clearing houses and exchanges, all other members would be required to meet any shortfall. The Partnership’s liability under these arrangements is not quantifiable and may exceed the cash and securities it has posted as collateral. However, the potential requirement for the Partnership to make payments under these agreements is remote. Accordingly, no liability has been recognized for these transactions.

NOTE 15 – CONTINGENCIES

In the normal course of business, the Partnership has been named as a defendant in various legal actions, including arbitrations, class actions and other litigation. Certain of these legal actions include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. The Partnership is also involved from time to time in investigations and proceedings by governmental and self-regulatory agencies, certain of which may result in adverse judgments, fines or penalties. In addition, the Partnership provides for potential losses that may arise related to other contingencies.

The Partnership assesses its liabilities and contingencies utilizing available information. For those matters where it is probable the Partnership will incur a potential loss and the amount of the loss is reasonably estimable, in accordance with FASB ASC No. 450, Contingencies, an accrued liability has been established. These reserves represent the Partnership’s aggregate estimate of the potential loss contingency at December 31, 2013 and are believed to be sufficient. Such liability may be adjusted from time to time to reflect any relevant developments.

For such matters where an accrued liability has not been established and the Partnership believes a loss is both reasonably possible and estimable, as well as for matters where an accrued liability has been recorded but for which an exposure to loss in excess of the amount accrued is both reasonably possible and estimable, the current estimated aggregated range of additional possible loss is $5,000 to $45,000. This range of reasonably possible loss does not necessarily represent the Partnership’s maximum loss exposure as the Partnership was not able to estimate a range of reasonably possible loss for all matters.

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Item 8. Financial Statements and Supplementary Data, continued

Further, the matters underlying any disclosed estimated range will change from time to time, and actual results may vary significantly. While the outcome of these matters is inherently uncertain, based on information currently available, the Partnership believes that its established reserves at December 31, 2013 are adequate and the liabilities arising from such proceedings will not have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Partnership. However, based on future developments and the potential unfavorable resolution of these matters, the outcome could be material to the Partnership’s future consolidated operating results for a particular period or periods.

NOTE 16 – SEGMENT INFORMATION

An operating segment is defined as a component of an entity that has all of the following characteristics: it engages in business activities from which it may earn revenues and incur expenses; its operating results are regularly reviewed by the entity’s chief operating decision-maker (or decision-making group) for resource allocation and to assess performance; and discrete financial information is available. Operating segments may be combined in certain circumstances into reportable segments for financial reporting. The Partnership has determined it has two operating and reportable segments based upon geographic location, the U.S. and Canada.

Each segment, in its own geographic location, primarily derives revenue from the retail brokerage business from the purchase or sale of mutual fund shares, listed and unlisted securities and insurance products, as well as from principal transactions, investment banking, and fees related to assets held by and account services provided to its clients.

The Partnership evaluates segment performance based upon income (loss) before allocations to partners, as well as income (loss) before variable compensation. Variable compensation is determined at the Partnership level for profit sharing and home office and branch employee bonus amounts, and therefore is allocated to each geographic segment independent of that segment’s individual income before variable compensation. Financial advisor bonuses are determined by the overall Partnership’s profitability, as well as the performance of the individual financial advisors. Both income (loss) before allocations to partners and income (loss) before variable compensation are considered in evaluating segment performance. Long-lived assets are not disclosed because the balances are not used for evaluating segment performance and deciding how to allocate resources to segments. However, total assets for each segment are provided for informational purposes.

The accounting policies of the segments are the same as those described in Note 1 – Summary of Significant Accounting Policies. For computation of segment information, the Partnership allocates costs incurred by the U.S. entity in support of Canada operations to the Canada segment. Canada segment information is based upon the Consolidated Financial Statements of the Partnership’s Canada operations without eliminating intercompany items, such as management fees paid to affiliated entities. The U.S. segment information is derived from the Consolidated Financial Statements less the Canada segment information as presented. This is consistent with how management reviews the segments in order to assess performance.

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PART II

Item 8. Financial Statements and Supplementary Data, continued

The following table shows financial information for the Partnership’s reportable segments for the years ended December 31, 2013, 2012 and 2011:

	2013			2012			2011
Net revenue:
U.S.	$	5,457,479		$	4,789,850		$	4,324,451
Canada		199,427			175,325			185,410
Total net revenue	$	5,656,906		$	4,965,175		$	4,509,861
Net interest and dividends revenue:
U.S.	$	70,557		$	66,912		$	57,647
Canada		4,424			4,314			4,862
Total net interest and dividends revenue	$	74,981		$	71,226		$	62,509
Pre-variable income (loss):
U.S.	$	1,310,285		$	1,055,550		$	855,862
Canada		7,192			(3,482	)		4,189
Total pre-variable income	$	1,317,477		$	1,052,068		$	860,051
Variable compensation:
U.S.	$	625,979		$	485,196		$	366,663
Canada		17,160			11,852			11,605
Total variable compensation	$	643,139		$	497,048		$	378,268
Income (loss) before allocations to partners:
U.S.	$	684,306		$	570,354		$	489,199
Canada		(9,968	)		(15,334	)		(7,416	)
Total income before allocations to partners	$	674,338		$	555,020		$	481,783
Capital expenditures:
U.S.	$	81,329		$	35,845		$	52,437
Canada		2,904			1,058			1,793
Total capital expenditures	$	84,233		$	36,903		$	54,230
Depreciation and amortization:
U.S.	$	80,026		$	78,226		$	88,118
Canada		2,069			1,922			2,491
Total depreciation and amortization	$	82,095		$	80,148		$	90,609
Total assets:
U.S.	$	13,340,985		$	12,617,643		$	9,158,882
Canada		453,776			424,600			424,704
Total assets	$	13,794,761		$	13,042,243		$	9,583,586
Financial advisors at year end:
U.S.		12,483			11,822			11,622
Canada		675			641			620
Total financial advisors		13,158			12,463			12,242

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Item 8. Financial Statements and Supplementary Data, continued

NOTE 17 – RELATED PARTIES

Edward Jones owns a 49.5% limited partnership interest in the investment adviser to the Edward Jones money market funds. The Partnership does not have management responsibility with regard to the adviser. Approximately 0.1%, 0.2% and 0.2% of the Partnership’s total revenues were derived from this limited partnership interest in the adviser to the Fund during 2013, 2012 and 2011, respectively.

As of December 31, 2013, Edward Jones leases approximately 10% of its branch office space from its financial advisors. Rent expense related to these leases approximated $22,700, $20,000 and $20,000 for the years ended December 31, 2013, 2012 and 2011, respectively. These leases are executed and maintained in a similar manner as those entered into with third parties.

In the normal course of business, partners and employees of the Partnership and its affiliates use the brokerage services and trust services of the Partnership for the same services as unrelated third parties, with certain discounts on commissions and fees for certain services. The Partnership has included balances arising from such transactions in the Consolidated Statements of Financial Condition on the same basis as other clients.

The Partnership recognizes interest income for the interest earned from partners who elect to finance a portion or all of their partnership capital contributions through loans made available from the Partnership (see Note 10).

NOTE 18 – QUARTERLY INFORMATION

(Unaudited)

	2013 Quarters Ended
	Mar 29		Jun 28		Sep 27		Dec 31
Total revenue	$	1,350,661	$	1,431,733	$	1,431,720	$	1,501,537
Income before allocations to partners	$	148,779	$	172,140	$	167,757	$	185,662
Income before allocations to partners per weighted average $1,000 equivalent limited partnership unit outstanding	$	26.72	$	30.92	$	30.13	$	33.35

	2012 Quarters Ended
	Mar 30		Jun 29		Sep 28		Dec 31
Total revenue	$	1,222,446	$	1,230,238	$	1,269,435	$	1,305,299
Income before allocations to partners	$	138,565	$	138,962	$	130,861	$	146,632
Income before allocations to partners per weighted average $1,000 equivalent limited partnership unit outstanding	$	27.42	$	27.50	$	25.90	$	29.02

In accordance with FASB ASC 480, the Partnership presents net income of $0 on its Consolidated Statement of Income (see Note 1).

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Item 8. Financial Statements and Supplementary Data, continued

NOTE 19 – OFFSETTING ASSETS AND LIABILITIES

The Partnership does not offset financial instruments in the Consolidated Statements of Financial Condition. However, the Partnership enters into master netting arrangements with counterparties for securities purchased under agreements to resell that are subject to net settlement in the event of default. These agreements create a right of offset for the amounts due to and due from the same counterparty in the event of default or bankruptcy.

The following table shows the Partnership’s securities purchased under agreements to resell as of December 31, 2013 and 2012:

	Gross amounts of		Gross amounts offset in the Consolidated Statements of		Net amounts presented in the Consolidated Statements of		Gross amounts not offset in the Consolidated Statements of Financial Condition
	recognized assets		Financial Condition		Financial Condition		Financial instruments		Securities collateral(1)			Net amount
Dec 31, 2013	$	1,026,405		—		1,026,405		—		(1,026,405	)	$	—
Dec 31, 2012	$	1,092,586		—		1,092,586		—		(1,092,586	)	$	—

⁽¹⁾ Actual collateral was greater than 102% of the related assets in U.S. agreements and greater than 100% in Canada agreements for all periods presented.

NOTE 20 – SUBSEQUENT EVENT

The Partnership filed a Registration Statement on Form S-8 with the SEC on January 17, 2014 to register $350 million in securities in preparation for its anticipated 2014 Limited Partnership offering. The Partnership intends to offer approximately $300 million in Interests to eligible financial advisors, branch office administrators and home office associates. The remaining $50 million may be issued in the discretion of the Executive Committee, which may include issuances to financial advisors who complete a retirement transition plan in future years and who may be considered for additional limited partnership interest. The 2014 Limited Partnership offering is expected to close early next year. Limited partners participate in the Partnership’s profits and are paid a minimum 7.5% annual return on the face amount of their capital.

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ITEM 9. CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. As required by Rule 13a-15e under the Exchange Act, as of the end of the period covered by this Annual Report on Form 10-K, the Partnership’s certifying officers, the Chief Executive Officer and the Chief Financial Officer, carried out an evaluation with the participation of its management of the effectiveness of the design and operation of our disclosure controls and procedures. In designing and evaluating our disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and we were required to apply our judgment in evaluating and implementing possible controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the date of completion of the evaluation, our disclosure controls and procedures were effective to ensure that information required to be disclosed by the Partnership in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. We will continue to review and document our disclosure controls and procedures, including our internal controls and procedures for financial reporting, on an ongoing basis, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.

Management’s report on internal control over financial reporting and the report of independent registered public accounting firm are set forth in Part II, Item 8, of this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting. There was no change in the Partnership’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2013 that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

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ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

JFC does not have a board of directors. As of February 28, 2014, the Partnership was composed of 377 general partners, 13,717 limited partners and 332 subordinated limited partners. Under the terms of the Partnership Agreement, the Managing Partner has primary responsibility for administering the Partnership’s business, determining its policies, controlling the management and conduct of the Partnership’s business and has the power to admit and dismiss general partners and to fix the proportion of their respective interests in the Partnership. The Managing Partner serves for an indefinite term and may be removed by a majority vote of the Executive Committee or a vote of the general partners holding a majority percentage ownership in the Partnership. If at any time the office of the Managing Partner is vacant, a new Managing Partner is elected by a majority of the Executive Committee. The Partnership does not have a formal code of ethics that applies to its Executive Committee members, as it relies on the core values and beliefs of the Partnership, as well as the Partnership Agreement. The Partnership’s operating subsidiaries are managed by JFC, under the leadership of the Managing Partner, pursuant to a services agreement.

Executive Committee. The Executive Committee consists of the Managing Partner and the executive officers of the Partnership, which are five to nine general partners appointed by the Managing Partner, with the specific number determined by the Managing Partner. The purpose of the Executive Committee is to provide counsel and advice to the Managing Partner in discharging his functions, including the consideration of partnership compensation, ensuring the Partnership’s business risks are managed appropriately and helping to establish the strategic direction of the Partnership. In addition, the Executive Committee takes an active role in identifying, measuring and controlling the risks to which the Partnership is subject. Executive Committee members serve for an indefinite term and may be removed by the Managing Partner or a vote of general partners holding a majority percentage ownership in the Partnership. Furthermore, in the event the position of Managing Partner is vacant, the Executive Committee shall succeed to all of the powers and duties of the Managing Partner. Throughout 2013, the Executive Committee was comprised of James D. Weddle, Kevin D. Bastien, Brett A. Campbell, Norman L. Eaker, Daniel J. Timm and James A. Tricarico, Jr.

The following table is a listing as of February 28, 2014 of the members of the Executive Committee, each member’s age, year in which each member became an Executive Committee member, the year in which each member became a general partner and each member’s area of responsibility. Under terms of the Partnership Agreement, all general partners, including the members of the Executive Committee, are required to retire in their capacity as general partners at the age of 65. The members’ biographies are below.

Name	Age	Executive Committee	General Partner	Area of Responsibility
James D. Weddle	60	2005	1984	Managing Partner
Kevin D. Bastien	48	2010	1998	Chief Financial Officer
Brett A. Campbell	55	2006	1993	Client Strategies Group
Norman L. Eaker	57	2005	1984	Firm Administration
Daniel J. Timm	55	2009	1998	Branch Development
James A. Tricarico, Jr.	61	2007	2006	Legal and Compliance

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Item 10. Directors, Executive Officers and Corporate Governance, continued

James D. Weddle, Managing Partner – Mr. Weddle joined the Partnership in 1976, was named a general partner in 1984 and has served as Managing Partner since January 2006. Previously he worked in the Research department and as a financial advisor, and has been responsible for the Mutual Fund Sales department as well as the Marketing and Branch Administration divisions. Mr. Weddle earned his bachelor’s degree from DePauw University and his MBA from Washington University in St. Louis. Mr. Weddle is a member of the FINRA Board of Governors.

Kevin D. Bastien, Chief Financial Officer – Mr. Bastien joined the Partnership in 1996, was named a general partner in 1998 and has served as Chief Financial Officer since January 2009. Previously he has been responsible for various areas of the Finance division including tax, partnership accounting, coordinating overall finance support for international operations and the Sourcing Office, which negotiates all Partnership financial commitments. Mr. Bastien earned his bachelor’s and master’s degrees in accounting from Southern Illinois University at Carbondale and is a certified public accountant.

Brett A. Campbell, Client Strategies Group – Mr. Campbell joined the Partnership in 1984 and was named a general partner in 1993. Mr. Campbell is responsible for the Client Strategies Group, which encompasses all of the Partnership’s advice and guidance, products and services, marketing, and branch support related to helping clients achieve their financial goals, since 2008. Previously he worked as a financial advisor and has been responsible for the Financial Advisor Training department and Branch Development division. Mr. Campbell earned his bachelor’s degree from Ball State University and is a graduate of the Kellogg Management Institute at Northwestern University.

Norman L. Eaker, Chief Administrative Officer – Mr. Eaker joined the Partnership in 1981, was named a general partner in 1984 and has served as the Chief Administrative Officer since 2008. As Chief Administrative Officer, Mr. Eaker is responsible for Firm Administration, which encompasses the Operations, Service, Human Resources and Information Systems divisions. Previously he has been responsible for the Internal Audit division and various areas within the Operations division. Mr. Eaker earned his bachelor’s degree from the University of Missouri–St. Louis. Mr. Eaker is a member of the Operations and Technology Steering Committee of the Securities Industry and Financial Markets Association (SIFMA).

Daniel J. Timm, Branch Development – Mr. Timm joined the Partnership in 1983 and was named a general partner in 1998. Mr. Timm has been responsible for the Branch Development division, which encompasses Financial Advisor and Branch Office Administrator Hiring, Branch Training, Branch and Region Development, Branch Administration and Financial Advisor Leadership Development, since 2007. Previously he worked as a financial advisor and has been responsible for various areas of the Branch Development division, including the Financial Advisor Training, Financial Advisor Development and Branch Administration departments. Mr. Timm earned his bachelor’s degree and MBA from the University of Missouri–Columbia. Mr. Timm is a member of the SIFMA Bulls Roundtable.

James A. Tricarico, Jr., General Counsel – Mr. Tricarico joined the Partnership as general partner and General Counsel in 2006. He is responsible for the Legal and Compliance divisions and Government Relations. Prior to joining the Partnership, he was in private practice and before that he served as general counsel and executive vice president of a large broker-dealer. Mr. Tricarico earned his bachelor’s degree from Fordham University and his law degree from New York Law School. Mr. Tricarico is a member of the Board of Directors and the Executive Committee of the Board of SIFMA and the Executive Committee of the Compliance and Legal Society of SIFMA.

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Item 10. Directors, Executive Officers and Corporate Governance, continued

Management Committee. The Management Committee consists of up to 25 general partners appointed by the Managing Partner, with the specific number determined by the Managing Partner, and includes the members of the Executive Committee. As of February 28, 2014, the Management Committee consisted of 20 general partners. The Management Committee is generally comprised of general partners with overall responsibility for a significant or critical functional division or area of the Partnership’s operating subsidiaries. The Management Committee meets weekly, is operational in nature, and is responsible for identifying, developing and accomplishing the Partnership’s objectives through, among other means, sharing information across divisions and identifying and resolving risk management issues for the Partnership. General partners on the Management Committee serve for an indefinite term and may be removed by the Managing Partner.

Audit Committee. The Audit Committee was created by way of the Partnership Agreement. The Audit Committee operates according to its charter adopted by the Executive Committee. Pursuant to its charter and the Partnership Agreement, the Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of any independent registered public accounting firm engaged by the Partnership for the purpose of preparing or issuing an audit report. The Audit Committee is responsible for the development and maintenance of an understanding of the Partnership’s financial statements and the financial reporting process, overseeing the Partnership’s efforts to comply with the financial reporting control requirements of the Sarbanes Oxley Act of 2002 (“Sarbanes Oxley”) and providing input to the Partnership’s Internal Audit division regarding audit topics and the resolution of outstanding audit findings. In 2013 the Audit Committee was comprised of James A. Tricarico, Jr., Chairman, James D. Weddle, Kevin D. Bastien, Brett A. Campbell, Norman L. Eaker, Anthony Damico, who is a member of the Management Committee and the general partner responsible for the Internal Audit division, Joseph G. Porter, who is a general partner in the Finance division, and Ed Glotzbach, who is an independent member of the committee. Mr. Bastien meets the requirements adopted by the SEC for qualification as an “audit committee financial expert.” Because Mr. Bastien is a general partner, he would not meet the definition of “independent” under the rules of the NYSE. However, since the Partnership’s securities are not listed on any exchange, it is not subject to the listing requirements of the NYSE or any other securities exchanges. Audit Committee members serve for an indefinite term and may be removed by the Managing Partner.

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Item 10. Directors, Executive Officers and Corporate Governance, continued

RISK MANAGEMENT

Overview

The Partnership’s business model and activities expose it to a number of different risks. The most significant risks to which the Partnership is subject include business and operational risk, credit risk, market and liquidity risk, and legal, regulatory and reputational risk. The identification and ongoing management of the Partnership’s risk is critical to its long-term business success and related financial performance. The Partnership is governed by an Executive Committee, which is ultimately responsible for overall risk management. Throughout 2013, the Executive Committee consisted of the Partnership’s Managing Partner and five other general partners, each responsible for broad functional areas of the Partnership. The Executive Committee is responsible for providing advice and counsel to the Managing Partner and helps establish the strategic direction of the Partnership. In addition, the Executive Committee takes an active role in identifying, measuring and controlling the risks to which the Partnership is subject. The Executive Committee communicates regularly, meets monthly and also conducts periodic planning sessions to meet its responsibilities.

The Management Committee assists the Executive Committee in its ongoing risk management responsibilities through its day-to-day operations. The Management Committee is responsible for identifying, developing and accomplishing the Partnership’s objectives. In addition, the Management Committee is responsible for sharing information across divisions and identifying issues and risks with other members of the Committee. The Management Committee meets weekly and provides a forum to both identify and resolve risk management issues for the Partnership.

Several other committees and departments support the Executive Committee’s risk management responsibilities by managing certain components of the risk management process. Some of the more prominent committees and departments and their primary responsibilities, as they relate to risk management, are listed below:

Audit Committee - responsible for the development and maintenance of an understanding of the Partnership’s financial statements and the financial reporting process, overseeing the Partnership’s efforts to comply with the financial reporting control requirements of Sarbanes Oxley, overseeing the independent auditors qualifications and independence, and providing input to the Partnership’s Internal Audit division regarding audit topics and the resolution of outstanding audit findings.

New Products and Services Committee - responsible for ensuring that all new products and services are aligned with clients’ needs, are consistent with the Partnership’s objectives and strategies, and that all areas of the Partnership are sufficiently prepared to support, service, and supervise any new activities. A new product or service has to be approved by the New Products and Services Committee and the Executive Committee before being offered to clients.

Credit Review Committee - establishes policies governing the Partnership’s client margin accounts. The committee discusses and monitors the risks associated with the Partnership’s client margin practices and current trends in the industry. The committee reviews large client margin balances, the quality of the collateral supporting those accounts, and the credit exposure related to those accounts to minimize potential losses. Any margin loan over $2.5 million is subject to approval by the Chief Financial Officer.

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Item 10. Directors, Executive Officers and Corporate Governance, continued

Capital Markets Committee - approves new issue equity offerings and primary fixed income inventory commitments above $10.0 million. The approval is based upon Partnership guidelines and credit quality standards administered by the Partnership’s Product Review department. Additionally, a member of the Capital Markets Committee is responsible both for the hedging strategies employed by the Partnership to reduce inventory risk, and for the communication of those strategies to the Capital Markets Committee.

Finance Risk Committee - reviews the Partnership’s financial liquidity, cash investment portfolio and capital adequacy and assesses major exposures to financial institutions. These exposures include banks in which the Partnership has deposits or on which it depends for funding.

Product Review Department - analyzes proposed new investments prior to them being made broadly available to the Partnership’s clients, and performs ongoing due diligence activities on all products broadly marketed by the Partnership.

In addition to the committees and department discussed above, each of the Partnership’s divisions also assists the Executive Committee in its ongoing risk management activities through their day-to-day responsibilities.

As part of the financial services industry, the Partnership’s business is subject to inherent risks. As a result, despite its risk management efforts and activities, there can be no absolute assurance that the Partnership will not experience significant unexpected losses due to the realization of certain operational or other risks to which the Partnership is subject. The following discussion highlights the Partnership’s procedures and policies designed to identify, assess, and manage the primary risks of its operations.

Business and Operational Risk

There is an element of operational risk inherent within the Partnership’s business. The Partnership is exposed to operational risk and its business model is dependent on complex technology systems, and there is a degree of exposure to systems failure. A business continuity planning process has been established to respond to severe business disruptions. The Partnership has established a data center in Tempe, Arizona, that operates as a secondary data center to its primary data center located in St. Louis, Missouri and is designed to enable the Partnership to maintain service during a system disruption contained to St. Louis. A prolonged interruption of either site might result in a delay in service and substantial costs and expenses. In 2011, the Partnership began re-purposing its secondary data center in Tempe, Arizona in order to be able to operate this facility as a primary data center for processing the most critical systems such that they could run in St. Louis, Missouri or Tempe, Arizona. As of December 31, 2013, it is anticipated that the process will take a few more years to complete.

In order to address the Partnership’s risk of identifying fraudulent or inappropriate activity, the Partnership implemented an anonymous ethics hotline for employees to report suspicious activity for review and disciplinary action when necessary. The Partnership’s Internal Audit and Compliance divisions investigate reports as they are received. The Internal Audit and Compliance divisions review other Partnership activity to assist in risk identification and other inappropriate activities. In addition, the Partnership communicates and provides ongoing training regarding the Partnership’s privacy requirements to better protect client information.

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Item 10. Directors, Executive Officers and Corporate Governance, continued

The Partnership is also exposed to operational risk as a result of its reliance on third parties to provide technology, processing and other business support services. The Partnership’s Sourcing Office primarily manages that risk by reviewing key vendors through a vendor due diligence process.

Credit Risk

The Partnership is subject to credit risk due to the very nature of the transactions it processes for its clients. In order to manage this risk, the Partnership limits certain client transactions by, in some cases, requiring payment at the time or in advance of a client transaction being accepted. The Partnership manages the credit risk arising out of the client margin loans it offers by limiting the amount and controlling the quality of collateral held in the client’s account against those loans. In accordance with FINRA rules, the Partnership requires, in the event of a decline in the market value of the securities in a margin account, the client to deposit additional securities or cash so that, at all times, the loan to the client is no greater than 75% of the value of the securities in the account (or to sell a sufficient amount of securities in order to maintain this percentage). The Partnership, however, generally imposes a more stringent maintenance requirement, which requires that the loan to the client be no greater than 65% of the value of the securities in the account.

The Partnership purchases and holds securities inventory positions for retail sales to its clients and does not trade those positions for the purpose of generating gains for its own account. To monitor inventory positions, the Partnership has an automated trading system designed to report trading positions and risks. This system requires traders to mark positions to market and to report positions at the trader level, department level and for the Partnership as a whole. There are established trading and inventory limits for each trader and each department, and activity exceeding those limits is subject to supervisory review. By maintaining an inventory hedging strategy, the Partnership has attempted to avoid material inventory losses or gains in the past (see Note 5 to the Consolidated Financial Statements for further details). The objective of the hedging strategy is to mitigate the risks of carrying its inventory positions and not to generate profit for the Partnership. The compensation of the Partnership’s traders is not directly tied to gains or losses incurred by the Partnership on the inventory, which eliminates the incentive to hold inappropriate inventory positions.

The Partnership also has credit exposure with counterparties as a result of its ongoing, routine business activities. This credit exposure can arise from the settlement of client transactions, related failures to receive and deliver, or related to the Partnership’s overnight investing activities with other financial institutions. The Partnership monitors its exposure to such counterparties on a regular basis through the activities of its Finance Risk Committee in order to minimize its risk of loss related to such exposure.

Market and Liquidity Risk

Market risk is the risk of declining revenue or the value of financial instruments held by the Partnership as a result of fluctuations in interest rates, equity prices or overall market conditions. Liquidity risk is the risk of insufficient financial resources to meet the short-term or long-term cash needs of the Partnership. For a discussion of the Partnership’s market and liquidity risk, see “Item 7A – Quantitative and Qualitative Disclosures about Market Risk”.

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Item 10. Directors, Executive Officers and Corporate Governance, continued

Legal, Regulatory and Reputational Risk

In the normal course of business, from time to time, the Partnership is named as a defendant in various legal actions, including arbitrations, class actions and other litigation. Certain of these legal actions include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. Further, the Partnership is involved, from time to time, in investigations and proceedings by governmental and self-regulatory agencies, certain of which may result in adverse judgments, fines or penalties. The number of legal actions and investigations has increased among many firms in the financial services industry, including the Partnership.

The Partnership has established, through its overall compliance program, a variety of policies and procedures (including written supervisory procedures) designed to avoid legal claims or regulatory issues. As a normal course of business, new accounts and client transactions are reviewed on a daily basis, in part, through the Partnership’s field supervision function, to mitigate the risk of non-compliance with regulatory requirements as well as any resulting negative impact on the Partnership’s reputation. To minimize the risk of regulatory non-compliance, each branch office is subject to an annual onsite branch audit, to review the financial advisor’s business and competency. Additionally, certain branches are visited regularly by field supervision directors to assure reasonable compliance. The Partnership’s Compliance division works with other business areas to advise and consult on business activities to help ensure compliance with regulatory requirements and Partnership policies. The Partnership also has a clear awareness of privacy issues, uses client information responsibly, and trains its employees on privacy requirements, all of which come under the responsibility of the Partnership’s Chief Privacy Officer. The Partnership has specific policies related to prevention of fraud and money laundering and providing initial as well as annual training and review of competency to help mitigate regulatory risks.

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ITEM 11. EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

The Partnership’s compensation program allocates profits to general partners, including members of its Executive Committee, primarily based upon their ownership interest in the Partnership. As general partners, Executive Committee members benefit annually from the profits of the Partnership through current cash payments from short-term results and from having an opportunity to continue to share in the long-term profitability of the organization. By owning general partnership interests, Executive Committee members are encouraged to balance short-term and long-term results of the Partnership as they have a significant amount of capital at risk. Also, by sharing in any annual operating loss of the Partnership, all general partners, including Executive Committee members, have a direct incentive to manage risk and focus on the short and long-term financial results of the Partnership.

Compensation Components

The Executive Committee members’ compensation components are the same as the Partnership’s other general partners. The components consist of base salary, deferred compensation, and the income allocated to partners. Executive Committee members do not receive any bonus, stock awards, option awards, non-equity incentive plan compensation, or any other elements besides those disclosed below related to their general partnership interest.

Salary – Each Executive Committee member receives an amount of fixed compensation in the form of salary. In establishing the salaries listed on the Summary Compensation Table, the Partnership considers individual experience, responsibilities and tenure. Because the Partnership’s principal compensation of Executive Committee members is based on general partnership ownership interests in the Partnership and special allocations of net income allocable to general partners, it does not benchmark the compensation of its Executive Committee members with compensation to executives at other companies in setting its base salaries, or otherwise in determining the compensation to its Executive Committee members. Each Executive Committee member receives a salary ranging from $175,000 - $250,000 annually.

In addition to base salary, under the Partnership Agreement the Managing Partner has the discretion to allocate an additional $3 million (in the aggregate) in compensation to general partners. In 2013, 2012 and 2011 no amounts were allocated by the Managing Partner.

Deferred Compensation – Each Executive Committee member is a participant in the Partnership’s profit sharing plan, a qualified deferred compensation plan, which also covers all eligible employees of the Partnership’s subsidiaries. Each Executive Committee member receives contributions based upon the overall profitability of the Partnership. Contributions to the plan are made annually within the discretion of the Partnership and have historically been determined based on approximately twenty-four percent of the Partnership’s net income before allocations to partners. Allocation of the Partnership’s contribution among participants is determined by each participant’s relative level of eligible earnings, including their respective allocations of income. The plan is a tax-qualified retirement plan.

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Item 11. Executive Compensation, continued

Income Allocated to Partners – The majority of all general partners’ compensation (including that of the Executive Committee members) comes from the members capital ownership interests in the Partnership as general partners, subordinated limited partners and limited partners. Of the Partnership’s net income allocated to general partners, including the Executive Committee members, ninety-two percent is allocable based upon their capital ownership interest in the Partnership. This ownership interest is set at the discretion of the Partnership’s Managing Partner, with input from the Executive Committee. Capital ownership interests, as general partners in the Partnership, held by each Executive Committee member ranged from 1.55% to 2.50% in 2013, 1.40% to 2.70% in 2012, and 1.30% to 2.79% in 2011. The remaining eight percent of net income allocated to general partners is distributed based on merit and/or need as determined by the Managing Partner in consultation with the Executive Committee. None of the Executive Committee members listed in the table below received any portion of this 8% allocation in 2013, 2012 or 2011.

The following table identifies the compensation of the Partnership’s Managing Partner (“CEO”), the Chief Financial Officer (“CFO”), and the three other most highly compensated Executive Committee members based on total compensation in 2013 (including respective income allocation).

	Year		Salaries		Deferred Compensation		Income Allocated to Partners(1)		Total
James D. Weddle CEO		2013	$	250,000	$	12,291	$	12,658,728	$	12,921,019
		2012		250,000		11,475		10,863,819		11,125,294
		2011		250,000		10,609		9,552,406		9,813,015
Kevin D. Bastien CFO		2013	$	175,000	$	12,291	$	8,430,646	$	8,617,937
		2012		175,000		11,475		6,255,984		6,442,459
		2011		175,000		10,609		5,057,572		5,243,181
Brett A. Campbell General Partner - Client Strategies Group		2013	$	175,000	$	12,291	$	11,196,074	$	11,383,365
		2012		175,000		11,475		9,095,065		9,281,540
		2011		175,000		10,609		7,923,529		8,109,138
Norman L. Eaker General Partner - Firm Administration		2013	$	175,000	$	12,291	$	10,836,785	$	11,024,076
		2012		175,000		11,475		9,237,983		9,424,458
		2011		175,000		10,609		8,058,963		8,244,572
Daniel Timm General Partner - Branch Development		2013	$	175,000	$	12,291	$	9,655,616	$	9,842,907

(1) Income Allocated to Partners includes earnings from general partner interests and any subordinated limited partnership or limited partnership investment in the Partnership.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

As the Partnership is organized as a limited partnership, its management is vested in the general partners thereof and there are no other outstanding “voting” or “equity” securities. It is the opinion of the Partnership that the general partnership interests are not securities within the meaning of federal and state securities laws primarily because each of the general partners participates in the management and conduct of the business.

In connection with the Partnership’s outstanding limited and subordinated limited partnership interests (which are in each case non-voting securities), 322 of the general partners also own limited partnership interests and 51 of the general partners also own subordinated limited partnership interests, as noted in the table below. No person is the beneficial owner of more than 2.5% of the Partnership’s general partner interests.

As of February 28, 2014:

Title of Class	Name of Beneficial Owner	Amount of Beneficial Owner	% of Class
Limited Partnership Interests	All General Partners as a Group	$45,686,000		7%
Subordinated Limited Partnership Interests	All General Partners as a Group	$87,304,221		26%

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

In the ordinary course of its business the Partnership has extended credit to certain of its partners and employees in connection with their purchase of securities. Such extensions of credit have been made on substantially the same terms, including with respect to interest rates and collateral requirements, as those prevailing at the time for comparable transactions with non-affiliated persons, and did not involve more than the normal risk of collectability or present other unfavorable features. The Partnership also, from time to time and in the ordinary course of business, enters into transactions involving the purchase or sale of securities from or to partners or employees and members of their immediate families, as principal. Such purchases and sales of securities on a principal basis are affected on substantially the same terms as similar transactions with unaffiliated third parties.

The Partnership leases approximately 10% of its branch office space from its financial advisors. Rent expense related to these leases approximated $22.7 million, $20.0 million and $20.0 million for the years ended December 31, 2013, 2012 and 2011, respectively. These leases are executed and maintained in a similar manner as those entered into with third parties.

In 2011, the Partnership began making loans available to those general partners (other than members of the Executive Committee, which consists of the executive officers of the Partnership) that desire financing for some or all of their new purchases of individual partnership interests. See the Liquidity section of Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations for further information.

Policy for Review and Approval of Transactions with Related Persons

The Partnership’s policy with respect to related person transactions applies to transactions, arrangements and relationships (or any series of similar transactions, arrangements or relationships) that are reportable by the Partnership under paragraph (a) of Item 404 of Regulation S-K in which the aggregate amount involved exceeds $120,000 in any calendar year, and in which a related person has or will have a direct or indirect material interest. For purposes of the policy, the term “related person” is defined in SEC Regulation S-K 404(a) “Transactions with related persons, promoters and certain control persons”.

Under the policy, the Partnership’s CFO or General Counsel will determine whether a transaction meets the requirements of a related person transaction pursuant to Regulation S-K 404(a) requiring approval by the Audit Committee. Transactions that fall within the definition will be referred to the Audit Committee for approval, ratification or other action. Based on its consideration of all of the relevant facts and circumstances, the Audit Committee will decide whether or not to approve such transaction and will approve only those transactions that are in the best interest of the Partnership. If the Partnership’s CFO or General Counsel becomes aware of an existing transaction with a related person which has not been approved under this policy, the matter will be referred to the Audit Committee. The Audit Committee will evaluate all options available, including ratification, revision or termination of such transaction.

As of December 31, 2013, the following transactions meet the definition of a related person transaction pursuant to SEC Regulation S-K 404(a). These contracts were subject to review by appropriate areas within the Partnership including the Partnership’s Finance and Legal areas prior to execution.

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Item 13. Certain Relationships and Related Transactions, and Director Independence, continued

Touch of Class, Inc.

On July 28, 2008, the Partnership entered into a five year master vendor agreement with Touch of Class, Inc. to provide artwork in the Partnership’s branch offices. This agreement was amended as of August 1, 2012 to extend the agreement through July 31, 2015. Touch of Class, Inc. is 100% owned by Shelia Timm and Eric Timm, spouse and son, respectively, of Daniel J. Timm, a member of the Partnership’s Executive Committee. The total amount paid to Touch of Class, Inc. in 2013 was approximately $250,000.

Cassidy Turley

On September 1, 2004, the Partnership entered into two agreements with Cassidy Turley, one to manage the Partnership’s branch office leases and one to manage the Partnership’s home office facilities. Each agreement was for a term of five years. On May 3, 2010 each agreement was amended and extended for a period of five years. Cassidy Turley is a leading commercial real estate services provider with more than 3,700 professionals in more than 60 offices across the country. Lyle Gilbertson, a principal of Cassidy Turley, is the brother-in-law of Norman L. Eaker, a member of the Partnership’s Executive Committee. The total amount paid to Cassidy Turley in 2013 was approximately $9.7 million.

Family Relationships

The Partnership has an anti-nepotism policy in the home office. However, the Partnership encourages the recruitment of family and friends to be financial advisors and branch office administrators. As such, it is very common for family members to be employed by the Partnership and paid consistent with the compensation programs provided to other financial advisors and branch office administrators of the Partnership. The following summarizes Family Relationships with members of the Partnership’s Executive Committee.

Brett A. Campbell, a member of the Partnership’s Executive Committee, has a brother, Robert Campbell, who was employed by the Partnership as a financial advisor during 2013 (and presently). Mr. Campbell earned approximately $410,000 in compensation during 2013 and has been employed by the Partnership for 34 years. The compensation program under which Mr. Campbell is paid is consistent with the compensation programs provided to other financial advisors of the Partnership.

Daniel J. Timm, a member of the Partnership’s Executive Committee, has a sister-in-law, Kim Renk, who was employed by the Partnership as a financial advisor during 2013 (and presently). Ms. Renk earned approximately $500,000 in compensation during 2013 and has been employed by the Partnership for 19 years. The compensation program under which Ms. Renk is paid is consistent with the compensation programs provided to other financial advisors of the Partnership.

James D. Weddle, a member of the Partnership’s Executive Committee, has a son-in-law, Travis Selner, who was employed by the Partnership as a financial advisor during 2013 (and presently). Mr. Selner earned approximately $250,000 in compensation during 2013 and has been employed by the Partnership for eight years. The compensation program under which Mr. Selner is paid is consistent with the compensation programs provided to other financial advisors of the Partnership.

101

PART III

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table presents fees paid and accrued by the Partnership to its independent registered public accountants, PricewaterhouseCoopers LLP.

($ thousands)	2013		2012
Fees paid by the Partnership:
Audit fees	$	2,359	$	2,320
Audit-related fees(1)		1,259		970
Tax fees(2)		12		29
Other(3)		89		927
Total fees	$	3,719	$	4,246

(1) Audit-related fees consist primarily of fees for internal control reviews, attestation/agreed-upon procedures, employee benefit plan audits, and consultations concerning financial accounting and reporting standards.

(2) Tax fees consist of fees for services relating to tax compliance and other tax planning and advice.

(3) Other in 2013 primarily consists of fees for consulting services related to a security assessment. For 2012 other consists of fees for advisory services primarily related to potential enhancements to certain service offerings.

The Audit Committee pre-approved all audit and non-audit related services in fiscal year 2013 and 2012. No services were provided under the de minimis fee exception to the audit committee pre-approval requirements.

102

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

INDEX

			Page No.
(a)	(1)	The following financial statements are included in Part II, Item 8:
		Management’s Report on Internal Control over Financial Reporting		61
		Report of Independent Registered Public Accounting Firm		62
		Consolidated Statements of Financial Condition as of December 31, 2013 and 2012		64
		Consolidated Statements of Income for the years ended December 31, 2013, 2012 and 2011		65
		Consolidated Statements of Changes in Partnership Capital Subject to Mandatory Redemption for the years ended December 31, 2013, 2012 and 2011		66
		Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011		67
		Notes to Consolidated Financial Statements		68
	(2)	The following financial statements are included in Schedule I:
		Parent Company Only Condensed Statements of Financial Condition as of December 31, 2013 and 2012		108
		Parent Company Only Condensed Statements of Income for the years ended December 31, 2013, 2012 and 2011		109
		Parent Company Only Condensed Statements of Cash Flows for the years ended December  31, 2013, 2012 and 2011		110
		Schedules are omitted because they are not required, inapplicable, or the information is otherwise shown in the Consolidated Financial Statements or notes thereto.
(b)		Exhibits
		Reference is made to the Exhibit Index hereinafter contained.

103

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

THE JONES FINANCIAL COMPANIES, L.L.L.P.
By:	/s/ James D. Weddle
	James D. Weddle
	Managing Partner (Principal Executive Officer)
	March 28, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated:

Signatures	Title	Date
/s/     James D. Weddle	Managing Partner (Principal Executive Officer)	March 28, 2014
James D. Weddle
/s/     Kevin D. Bastien	Chief Financial Officer	March 28, 2014
Kevin D. Bastien	(Principal Financial and Accounting Officer)

104

EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2013

Exhibit Number	Description
3.1*	Eighteenth Amended and Restated Agreement of Registered Limited Liability Limited Partnership of the Registrant, dated as of November 26, 2010, incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K dated November 26, 2010.
3.2**	Fifteenth Amendment of Eighteenth Restated Certificate of Limited Partnership.
3.3**	Sixteenth Amendment of Eighteenth Restated Certificate of Limited Partnership.
3.4**	Seventeenth Amendment of Eighteenth Restated Certificate of Limited Partnership.
3.5**	Eighteenth Amendment of Eighteenth Restated Certificate of Limited Partnership.
10.1*	Note Purchase Agreement by Edward D. Jones & Co., L.P., for $250,000,000 aggregate principal amount of 7.33% subordinated capital notes due June 12, 2014, incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2002.
10.2*	Ordinance No. 24,183 relating to certain existing Agreement entered into by St. Louis County, Missouri, in connection with the issuance of its Taxable Industrial Revenue Bonds (Edward Jones Des Peres Project) approved November 12, 2009, incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009.
10.3*	Ordinance No. 24,182 authorizing Amendments of certain existing Agreements entered into by St. Louis County, Missouri, in connection with the issuance of its Taxable Industrial Revenue Bonds (Edward Jones Maryland Heights Project) approved November 12, 2009, incorporated by reference to Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009.
10.4*	Lease between Eckelkamp Office Center South, L.L.C., a Missouri Limited Liability Company, as Landlord and Edward D. Jones & Co., L.P., as Tenant, dated February 3, 2000, incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2001.
10.5*	Share Purchase Agreement between Edward D. Jones & Co., L.P. and Towry Law Finance Company Limited, dated October 22, 2009, incorporated by reference to Exhibit 10.21 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009.
10.6**	Amended and Restated Credit Agreement by The Jones Financial Companies, L.L.L.P. and Wells Fargo Bank, National Association, for a $400,000,000 revolving line of credit, dated November 15, 2013.

105

EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2013, continued

Exhibit Number	Description
10.7*	Eleventh Amended and Restated Agreement of Limited Partnership Agreement of Edward D. Jones & Co., L.P. dated March 10, 2010, incorporated by reference to Exhibit 3.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009.
10.8*	The Jones Financial Companies, L.L.L.P. 2014 Employee Limited Partnership Interest Purchase Plan, incorporated by reference to Exhibit 99.1 to the Form S-8 Registration Statement (File No. 333-193431) filed on January 17, 2014. (Constitutes a management contract or compensatory plan or arrangement)
21**	Subsidiaries of the Registrant
23.1**	Consent of Independent Registered Public Accounting Firm
31.1**	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15(d)-14(a) of the Securities Act of 1934, as amended, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
31.2**	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15(d)-14(a) of the Securities Act of 1934, as amended, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of Chief Executive Officer pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of Chief Financial Officer pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
99.1*	Order Instituting Administrative and Cease and Desist proceedings, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order Pursuant to Section 8A of the Securities Act of 1933 and Sections 15(b) and 21C of the Securities Exchange Act of 1934, dated December 22, 2004, incorporated by reference to Exhibit 99.1 to the Registrant’s Form 8-K dated December 27, 2004.
99.2*	NASD Letter of Acceptance, Waiver and Consent, dated December 22, 2004, incorporated by reference to Exhibit 99.2 to the Registrant’s Form 8-K dated December 27, 2004.
99.3*	NYSE Stipulation of Facts and Consent to Penalty, dated December 22, 2004, incorporated by reference to Exhibit 99.3 to the Registrant’s Form 8-K dated December 27, 2004.
99.4*	Deferred Consideration Agreement, dated December 22, 2004, incorporated by reference to Exhibit 99.4 to the Registrant’s Form 8-K dated December 27, 2004.

106

EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2013, continued

Exhibit Number	Description
101.INS***	XBRL Instance Document
101.SCH***	XBRL Taxonomy Extension Schema
101.CAL***	XBRL Taxonomy Extension Calculation
101.DEF***	XBRL Extension Definition
101.LAB***	XBRL Taxonomy Extension Label
101.PRE***	XBRL Taxonomy Extension Presentation

* Incorporated by reference to previously filed exhibits.

** Filed herewith.

*** Attached as Exhibit 101 to this Annual Report on Form 10-K for the annual period ended December 31, 2013 are the following materials formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Financial Condition, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Changes in Partnership Capital Subject to Mandatory Redemption, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.

107

Schedule I

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

(Parent Company Only)

CONDENSED STATEMENTS OF FINANCIAL CONDITION

(Dollars in thousands)	December 31, 2013		December 31, 2012
ASSETS:
Cash and cash equivalents	$	252,057	$	285,384
Investment securities		8,764		12,576
Investment in subsidiaries		1,809,349		1,673,619
Other assets		11,849		11,699
TOTAL ASSETS	$	2,082,019	$	1,983,278
LIABILITIES:
Accounts payable and accrued expenses	$	1,521	$	385
Partnership capital subject to mandatory redemption		2,080,498		1,982,893
TOTAL LIABILITIES	$	2,082,019	$	1,983,278

These financial statements should be read in conjunction with the notes to the

Consolidated Financial Statements of The Jones Financial Companies, L.L.L.P.

108

Schedule I

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

(Parent Company Only)

CONDENSED STATEMENTS OF INCOME

	For the Years Ended
(Dollars in thousands)	December 31, 2013			December 31, 2012			December 31, 2011
NET REVENUE
Subsidiary earnings	$	667,334		$	548,308		$	482,926
Management fee income		76,570			78,016			78,485
Other		9,004			8,606			1,166
Total revenue		752,908			634,930			562,577
Interest expense		48,380			49,194			50,231
Net revenue		704,528			585,736			512,346
OPERATING EXPENSES
Compensation and benefits		28,191			28,836			28,348
Payroll and other taxes		333			256			151
Other operating expenses		1,666			1,624			2,064
Total operating expenses		30,190			30,716			30,563
INCOME BEFORE ALLOCATIONS TO PARTNERS	$	674,338		$	555,020		$	481,783
Allocations to partners		(674,338	)		(555,020	)		(481,783	)
NET INCOME	$	—		$	—		$	—

These financial statements should be read in conjunction with the notes to the

Consolidated Financial Statements of The Jones Financial Companies, L.L.L.P.

109

Schedule I

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

(Parent Company Only)

CONDENSED STATEMENTS OF CASH FLOWS

	For the Years Ended
(Dollars in thousands)	December 31, 2013			December 31, 2012			December 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	—		$	—		$	—
Adjustments to reconcile net income to net cash provided by operating activities:
Income before allocations to partners		674,338			555,020			481,783
Changes in assets and liabilities:
Investment securities		3,812			2,648			(15,224	)
Investment in subsidiaries		(135,730	)		56,317			(136,358	)
Other assets		(150	)		(549	)		(1,287	)
Accounts payable and accrued expenses		1,136			26			(1,292	)
Net cash provided by operating activities		543,406			613,462			327,622
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of partnership interests (net of partnership loans)		38,549			45,121			270,839
Redemption of partnership interests		(116,018	)		(99,170	)		(97,191	)
Distributions from partnership capital		(550,203	)		(434,614	)		(359,467	)
Issuance of partnership loans		(11,203	)		—			—
Repayment of partnership loans		62,142			10,759			4,840
Net cash used in financing activities		(576,733	)		(477,904	)		(180,979	)
Net (decrease) increase in cash and cash equivalents		(33,327	)		135,558			146,643
CASH AND CASH EQUIVALENTS:
Beginning of year		285,384			149,826			3,183
End of year	$	252,057		$	285,384		$	149,826

These financial statements should be read in conjunction with the notes to the

Consolidated Financial Statements of The Jones Financial Companies, L.L.L.P.

110

EX-3.2

Exhibit 3.2

FIFTEENTH AMENDMENT OF EIGHTEENTH RESTATED

CERTIFICATE OF LIMITED PARTNERSHIP

OF

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

The undersigned, for the purpose of amending its Restated Certificate of Limited Partnership under the Missouri Uniform Limited Partnership law, states the following:

(1) The name of the limited partnership is The Jones Financial Companies, L.L.L.P. and the limited partnership’s charter number is LP0000443.

(2) The date the limited partnership was filed in Missouri is June 5, 1987.

(3) The partnership registered as a limited liability partnership with the Missouri Secretary of State on November 1, 1996.

(4) The partnership registered as a registered limited liability limited partnership on July 15, 2002.

(5) The Eighteenth Restated Certificate of Limited Partnership is hereby amended to reflect the partner withdrawals and admissions attached hereto on Exhibit A effective as of the dates listed on Exhibit A.

Upon the admissions and withdrawals of said partners, the number of general partners is 371.

In affirmation thereof, the facts stated above are true.

Dated: November 18, 2013

General Partner:
By	/s/ James D. Weddle
James D. Weddle,
Managing Partner/Authorized Person/Attorney-in-Fact

EXHIBIT A

Withdrawn General Partners:
Partner Name	Date Withdrawn as General Partner	Address 1 & 2	City, State & Zip
Mary Chan	11/01/2013	1200 Botany Hill	Oakville, ON L6J6J5
Admitted General Partners:
Partner Name	Date Admitted as General Partner	Address 1 & 2	City, State & Zip
Dorian Hansen	11/01/2013	232 N. Kingshighway Blvd., Apt. 2101	Saint Louis, MO 63108

Exhibit A to Fifteenth Amendment of Eighteenth Restated

Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P.

Page 1 of 1

EX-3.3

Exhibit 3.3

SIXTEENTH AMENDMENT OF EIGHTEENTH RESTATED

CERTIFICATE OF LIMITED PARTNERSHIP

OF

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

The undersigned, for the purpose of amending its Restated Certificate of Limited Partnership under the Missouri Uniform Limited Partnership law, states the following:

(1) The name of the limited partnership is The Jones Financial Companies, L.L.L.P. and the limited partnership’s charter number is LP0000443.

(2) The date the limited partnership was filed in Missouri is June 5, 1987.

(3) The partnership registered as a limited liability partnership with the Missouri Secretary of State on November 1, 1996.

(4) The partnership registered as a registered limited liability limited partnership on July 15, 2002.

(5) The Eighteenth Restated Certificate of Limited Partnership is hereby amended to reflect the partner withdrawals and admissions attached hereto on Exhibit A effective as of the dates listed on Exhibit A.

Upon the admissions and withdrawals of said partners, the number of general partners is 371.

In affirmation thereof, the facts stated above are true.

Dated: December 10, 2013

General Partner:
By	/s/ James D. Weddle
James D. Weddle,
Managing Partner/Authorized Person/Attorney-in-Fact

EXHIBIT A

Withdrawn General Partners:
Partner Name	Date Withdrawn as General Partner	Address 1 & 2	City, State & Zip
Stephen C. Ford	11/25/13	P.O. Box 134	Saint Albans, MO 63073
Admitted General Partners:
Partner Name	Date Admitted as General Partner	Address 1 & 2	City, State & Zip
Stephen C. Ford Living Trust	11/25/13	P.O. Box 134	Saint Albans, MO 63073

Exhibit A to Sixteenth Amendment of Eighteenth Restated

Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P.

Page 1 of 1

EX-3.4

Exhibit 3.4

SEVENTEENTH AMENDMENT OF EIGHTEENTH RESTATED

CERTIFICATE OF LIMITED PARTNERSHIP

OF

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

The undersigned, for the purpose of amending its Restated Certificate of Limited Partnership under the Missouri Uniform Limited Partnership law, states the following:

(1) The name of the limited partnership is The Jones Financial Companies, L.L.L.P. and the limited partnership’s charter number is LP0000443.

(2) The date the limited partnership was filed in Missouri is June 5, 1987.

(3) The partnership registered as a limited liability partnership with the Missouri Secretary of State on November 1, 1996.

(4) The partnership registered as a registered limited liability limited partnership on July 15, 2002.

(5) The Eighteenth Restated Certificate of Limited Partnership is hereby amended to reflect the partner withdrawals and admissions attached hereto on Exhibit A effective as of the dates listed on Exhibit A.

Upon the admissions and withdrawals of said partners, the number of general partners is 377.

In affirmation thereof, the facts stated above are true.

Dated: January 17, 2014

General Partner:
By	/s/ James D. Weddle
James D. Weddle,
Managing Partner/Authorized Person/Attorney-in-Fact

EXHIBIT A

Withdrawn General Partners:
Partner Name	Date Withdrawn as General Partner	Address 1 & 2	City, State & Zip
Alicea, Phillip Anthony	1/1/2014	17815 Suzanne Ridge Drive	Wildwood, MO 63038
Bell, William Michael	1/1/2014	330 8th Ave NE	Hickory, NC 28601
Bouwman, John H.	1/1/2014	206 Clyde Run	Fredericksburg, TX 78624
Campbell, William Fraser	1/1/2014	671 Spyglass Summit	Chesterfield, MO 63017
Corlett, William Max	1/1/2014	1401 Lakeview Dr	Pryor, OK 74361
Dardas, Steven Michael	1/1/2014	100 Ruble	Harrison, AR 72601
Esser, Michael Joseph	1/1/2014	109 Forest Club Dr	Chesterfield, MO 63005
Gee, Rodney	1/1/2014	17840 West Hampton Woods Drive	Wildwood, MO 63005
Halvorsen, Marta Sue	1/1/2014	1119 NE 151st Ave	Vancouver, WA 98684
Heisler, Peter Ramsey	1/1/2014	567 Se Vista Dr	Newport, OR 97365
Hoggarth, Teryl Marie	1/1/2014	20949 Haven Road	Little Falls, MN 56345
Hoppe, David Norbert	1/1/2014	199 Turnberry Ln	Battle Creek, MI 49015
Hunt, Andrew Lawrence	1/1/2014	109 Loudoun Place	Phoenixville, PA 19460
Krupela, Paul Joseph	1/1/2014	12011 Manhattan Place Drive	Des Peres, MO 63131
Mauldin, Judy C.	1/1/2014	3602 Four Trees Drive	Weatherford, TX 76087-2210
Mauzy, Katherine G.	1/1/2014	2409 North Ballas Road	St. Louis, MO 63131
Monson, Gregory Veldon	1/1/2014	1301 Huron Circle	Sheboygan Falls, WI 53085
Murphy, John William	1/1/2014	1056 Taft Rd	Chesapeake, VA 23322
Nelson, James Robert	1/1/2014	1609 Woodcreek Circle	Athens, TN 37303
O’Bryant, Donna Mae	1/1/2014	14410 Granby Rd	Colorado Springs, CO 80921
Pax, James Louis	1/1/2014	1310 Kerria Ave	McAllen, TX 78501

Exhibit A to Seventeenth Amendment of Eighteenth Restated

Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P.

Page 1 of 3

Phelps, Steven Charles	1/1/2014	1429 Rockledge Drive	Rockledge, FL 32955-3742
Price, Ronald Todd	1/1/2014	1216 Briarwood	Anderson, SC 29621
Regnier, James Leo	1/1/2014	319 Plant Ave	Webster Groves, MO 63119
Rowe Jr, Harold Richard	1/1/2014	2533 Foxfire Lane	Findlay, OH 45840
Sauer III, Harry John	1/1/2014	187 Kendall Bluff Ct	Chesterfield, MO 63017
Scott, Stanley Keith	1/1/2014	P.O. Box 291	Live Oak, FL 32064-0291
Seibel, Gregory L.	1/1/2014	2000 Briarcliff	Emporia, KS 66801
Skinner, David Jack	1/1/2014	6475 Cr 258	Cameron, TX 76520
Smith, Randall Lewis	1/1/2014	1615 North 4th St	Wahpeton, ND 58075
Thalman, Ronald Thane	1/1/2014	18086 W Mauna Loa Ln	Surprise, AZ 85388
Trammell, Bill Dean	1/1/2014	1325 A South Bryant	Edmond, OK 73034
Unnerstall, Richard Gerard	1/1/2014	4540 Dubois Creek Lane	Washington, MO 63090
Admitted General Partners:
Partner Name	Date Admitted as General Partner	Address 1 & 2	City, State & Zip
Adams, Rodney	1/1/2014	507 Heffernan Drive	Edmonton, AB T6R 2K5
Altergott, Mary Ann	1/1/2014	11 Clermont Ln	St. Louis, MO 63124
Bennett, Steven K.	1/1/2014	18332 Ne 101st Ct	Redmond, WA 98052
Biedar, Bruce Wayne	1/1/2014	700 N Orleans Street	Chicago, IL 60610
Blanchard, Kenneth	1/1/2014	2003 W Arizona Rose Dr	Oro Valley, AZ 85737
Bolton, Wayne	1/1/2014	2540 Sunnyhurst	Oakville, ON L6H 7K5
Bradshaw, Randall	1/1/2014	1052 Canterberry Drive	Manning, SC 29102
Cestia III, John Burton Enoch	1/1/2014	424 East Main Street	New Iberia, LA 70560
Collins, Matt	1/1/2014	12727 Wynfield Pines Ct	Des Peres, MO 63131
Draxler, Neil Robert	1/1/2014	2458 Lexington St	Lafayette, CO 80026
Dutton, Johnathan Donald	1/1/2014	1611 Fairy Dell Trail	Lookout Mountain, GA 30728

Exhibit A to Seventeenth Amendment of Eighteenth Restated

Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P.

Page 2 of 3

Giardino, Richard L.	1/1/2014	9670 109th Ave	Ottumwa, IA 52501
Grbac, Kim	1/1/2014	9262 Rott Road	St. Louis, MO 63127
Gregory, Wesley W.	1/1/2014	2357 Sterling Pointe Drive	Chesterfield, MO 63005
Hanson, Rhonda Lynn	1/1/2014	160 Ln 650BC Snow Lake	Fremont, IN 46737
Henty, James Francis	1/1/2014	140 Oneida River Road	Pennellville, NY 13132
Isaacson, Charles Shannon	1/1/2014	29061 St Highway UU	Callao, MO 63534
Johnson, David James	1/1/2014	1719 Heritage Lake Dr	Centerville, OH 45458
Katherine G. Mauzy Revocable Trust	1/1/2014	2409 North Ballas Road	St. Louis, MO 63131
Kersting, Tom	1/1/2014	105 Heritage Station	St. Charles, MO 63303
Klocke, Joe	1/1/2014	113 Cloverleaf Meadows Ct	O’Fallon, MO 63366
Lamis, Eugene P.	1/1/2014	4625 Cardona Court	Fort Worth, TX 76126
Lenz, Melissa Oge’	1/1/2014	14865 Brook Hill Dr	Chesterfield, MO 63017
Loftus, Gavin James	1/1/2014	11205 Bonham Ranch Road	Dripping Springs, TX 78620
MacLeod, Darryl John	1/1/2014	35 Dufferin Street	St Albert, AB T8N 5R6
McPhillips, Janesse	1/1/2014	170 Kingscross Drive	King City, ON L7B 1E6
Meno, John Vanderzicht	1/1/2014	20217 Old Burn Road	Arlington, WA 98223
Olsen, Jim	1/1/2014	2118 Saddle Creek Ridge Ct	Wildwood, MO 63005
Prucha, Matthew Howard	1/1/2014	21122 Atascocita Place	Humble, TX 77346
Rivard, Jonathan Alexander	1/1/2014	32 Cedarbank Cres	Toronto, ON M3B 3A4
Schachner, Robert Thomas	1/1/2014	1316 Canterbury Circle	Libertyville, IL 60048
Simis, Robert Sam	1/1/2014	4431 Reedy Creek Road	Bristol, VA 24202
Smith, James Frederick	1/1/2014	1317 Ardglass Trail	Corinth, TX 76210
Thomas Jr, Ted Robinson	1/1/2014	11696 Baseline 2 Road SE	Moses Lake, WA 98837
Thompson, Ricky Reynolds	1/1/2014	124 W Saint James St	Tarboro, NC 27886
Venn, Susan Sanford	1/1/2014	870 Pheasant Woods	St. Louis, MO 63021
Weber, Donald Erwin	1/1/2014	2352 Farm Road 1063	Monett, MO 65708
Westfall, John A.	1/1/2014	2503 Wagon Trail Rd SE	Cedar Rapids, IA 52403
White, Paul David	1/1/2014	1403 Country Side Bend	Fredericksburg, TX 78624

Exhibit A to Seventeenth Amendment of Eighteenth Restated

Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P.

Page 3 of 3

EX-3.5

Exhibit 3.5

EIGHTEENTH AMENDMENT OF EIGHTEENTH RESTATED

CERTIFICATE OF LIMITED PARTNERSHIP

OF

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

The undersigned, for the purpose of amending its Restated Certificate of Limited Partnership under the Missouri Uniform Limited Partnership law, states the following:

(1) The name of the limited partnership is The Jones Financial Companies, L.L.L.P. and the limited partnership’s charter number is LP0000443.

(2) The date the limited partnership was filed in Missouri is June 5, 1987.

(3) The partnership registered as a limited liability partnership with the Missouri Secretary of State on November 1, 1996.

(4) The partnership registered as a registered limited liability limited partnership on July 15, 2002.

(5) The Eighteenth Restated Certificate of Limited Partnership is hereby amended to reflect the partner withdrawals and admissions attached hereto on Exhibit A effective as of the dates listed on Exhibit A.

Upon the admissions and withdrawals of said partners, the number of general partners is 377.

In affirmation thereof, the facts stated above are true.

Dated: February 19, 2014

General Partner:
By	/s/ James D. Weddle
James D. Weddle,
Managing Partner/Authorized Person/Attorney-in-Fact

EXHIBIT A

Withdrawn General Partners:
Partner Name	Date Withdrawn as General Partner	Address 1 & 2	City, State & Zip
Prucha, Matthew Howard	2/3/2014	21122 Atascocita Place	Humble, TX 77346
Admitted General Partners:
Partner Name	Date Admitted as General Partner	Address 1 & 2	City, State & Zip
Prucha Living Trust	2/3/2014	21122 Atascocita Place	Humble, TX 77346

Exhibit A to Eighteenth Amendment of Eighteenth Restated

Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P.

Page 1 of 1

EX-10.6

Exhibit 10.6

Execution Version

AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF NOVEMBER 15, 2013

AMONG

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

as Borrower,

THE LENDERS LISTED HEREIN,

as Lenders,

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent and Swing Line Lender

BANK OF AMERICA, N.A.,

as Syndication Agent,

and

FIFTH THIRD BANK,

JPMORGAN CHASE BANK, N.A.

and

U.S. BANK NATIONAL ASSOCIATION,

each as a Documentation Agent

WELLS FARGO SECURITIES, LLC

and

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS		1
1.1	Certain Defined Terms		1
1.2	Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement		24
1.3	Other Definitional Provisions and Rules of Construction		25
1.4	Rounding		25
1.5	Amendment and Restatement		26
SECTION 2.	AMOUNTS AND TERMS OF LOANS		27
2.1	Loans; Making of Loans; the Register; Optional Notes		27
2.2	Interest on the Loans		33
2.3	Fees		36
2.4	Repayments, Prepayments and Reductions of Revolving Loan Commitment Amount; General Provisions Regarding Payments		36
2.5	Use of Proceeds		40
2.6	Special Provisions Governing Loans based on the Eurodollar Rate		40
2.7	Increased Costs; Taxes; Capital Adequacy		43
2.8	Statement of Lenders; Obligation of Lenders to Mitigate		49
2.9	Replacement of a Lender		49
2.10	Increase in Commitments		50
2.11	Defaulting Lenders		51
SECTION 3.	CONDITIONS TO LOANS		53
3.1	Conditions to Closing		53
3.2	Conditions to Closing; All Loans		55
SECTION 4.	REPRESENTATIONS AND WARRANTIES		56
4.1	Organization, Powers, Qualification, Good Standing, Business and Subsidiaries		56
4.2	Authorization of Borrowing, etc.		57
4.3	Financial Condition		57
4.4	No Material Adverse Change		58
4.5	Title to Properties; Intellectual Property		58
4.6	Litigation; Adverse Facts		58

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TABLE OF CONTENTS

(continued)

		Page
4.7	Payment of Taxes		59
4.8	Governmental Regulation; Licenses		59
4.9	Securities Activities		59
4.10	Employee Benefit Plans		60
4.11	Environmental Protection		60
4.12	Solvency		61
4.13	Disclosure		61
4.14	Foreign Assets Control Regulations, etc.		61
SECTION 5.	AFFIRMATIVE COVENANTS		62
5.1	Financial Statements and Other Reports		62
5.2	Existence, etc.		65
5.3	Payment of Taxes and Claims		66
5.4	Maintenance of Properties; Insurance		66
5.5	Inspection Rights; Books and Records		66
5.6	Compliance with Laws, etc.		67
5.7	Environmental Matters		67
5.8	Foreign Assets Control Regulations, Anti-Corruption Laws		68
SECTION 6.	NEGATIVE COVENANTS		68
6.1	Indebtedness		68
6.2	Liens and Related Matters		70
6.3	Investments; Acquisitions		72
6.4	Fiscal Year		74
6.5	Restricted Payments		74
6.6	Financial Covenants		75
6.7	Restriction on Fundamental Changes; Asset Sales		75
6.8	Transactions with Affiliates		76
6.9	Sale and Lease-Backs		77
6.10	Conduct of Business		77
6.11	Limitations on Co-Issuer Subsidiaries		77
6.12	Foreign Assets Control Regulations, Anti-Corruption Laws		77

-ii-

TABLE OF CONTENTS

(continued)

		Page
SECTION 7.	EVENTS OF DEFAULT		78
7.1	Failure to Make Payments When Due		78
7.2	Default in Other Agreements		78
7.3	Breach of Certain Covenants		78
7.4	Breach of Warranty		78
7.5	Other Defaults Under Loan Documents		79
7.6	Involuntary Bankruptcy; Appointment of Receiver, etc.		79
7.7	Voluntary Bankruptcy; Appointment of Receiver, etc.		79
7.8	Judgments and Attachments		79
7.9	Dissolution		80
7.10	Employee Benefit Plans		80
7.11	Change in Control		80
7.12	SIPC		80
7.13	Broker-Dealer License		80
7.14	Invalidity of Loan Documents; Repudiation of Obligations		80
SECTION 8.	ADMINISTRATIVE AGENT		81
8.1	Appointment		81
8.2	Powers and Duties; General Immunity		82
8.3	Independent Investigation by Lenders; No Responsibility For Appraisal of Creditworthiness		83
8.4	Right to Indemnity		84
8.5	Resignation of the Administrative Agent; Successor Administrative Agent and Swing Line Lender		84
8.6	Administrative Agent May File Proofs of Claim		85
8.7	No Other Duties, etc.		86
SECTION 9.	MISCELLANEOUS		86
9.1	Successors and Assigns; Assignments and Participations in Loans		86
9.2	Expenses		89
9.3	Indemnity		90
9.4	Set-Off		91
9.5	Ratable Sharing		91

-iii-

TABLE OF CONTENTS

(continued)

		Page
9.6	Amendments and Waivers		92
9.7	Independence of Covenants		93
9.8	Notices; Effectiveness of Signatures; Posting on Electronic Delivery Systems		93
9.9	Survival of Representations, Warranties and Agreements		95
9.10	Failure or Indulgence Not Waiver; Remedies Cumulative		95
9.11	Payments Set Aside		96
9.12	Severability		96
9.13	Obligations Several; Independent Nature of Lenders’ Rights; Damage Waiver		96
9.14	Applicable Law		97
9.15	Construction of Agreement; Nature of Relationship		97
9.16	Consent to Jurisdiction and Service of Process		97
9.17	Waiver of Jury Trial		98
9.18	Confidentiality		98
9.19	Counterparts; Effectiveness		99
9.20	USA Patriot Act		100
9.21	Independent Effect of Covenants		100

-iv-

EXHIBITS

I	FORM OF NOTICE OF BORROWING
II	FORM OF NOTICE OF CONVERSION/CONTINUATION
III	FORM OF REVOLVING NOTE
IV	FORM OF SWING LINE NOTE
V	FORM OF COMPLIANCE CERTIFICATE
VI	FORM OF ASSIGNMENT AGREEMENT

SCHEDULES

2.1	LENDERS’ COMMITMENTS AND PRO RATA SHARES
4.1	SUBSIDIARIES
4.6	LITIGATION
6.1	CERTAIN EXISTING INDEBTEDNESS
6.2A	CERTAIN EXISTING LIENS
6.2C	AGREEMENTS WITH RESTRICTIONS ON SUBSIDIARIES
6.3	CERTAIN EXISTING AND PERMITTED INVESTMENTS
6.7	CERTAIN ASSET DISPOSITIONS
6.8	CERTAIN AFFILIATE TRANSACTIONS
6.9	CERTAIN SALE AND LEASE-BACKS
9.8	NOTICE ADDRESSES

ii

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

AMENDED AND RESTATED CREDIT AGREEMENT

This AMENDED AND RESTATED CREDIT AGREEMENT is dated as of November 15, 2013 and entered into by and among THE JONES FINANCIAL COMPANIES, L.L.L.P., a Missouri limited liability limited partnership (the “Borrower”), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to herein as a “Lender” and collectively as “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as administrative agent for the Lenders (in such capacity, “Administrative Agent”).

R E C I T A L S

WHEREAS, the Administrative Agent, the Lenders and the Borrower entered into that certain Credit Agreement, dated as of March 18, 2011 (as amended prior to the date hereof, the “Existing Credit Agreement”). Under the Existing Credit Agreement, the Lenders, among other things, made available to the Borrower a certain revolving credit facility.

WHEREAS, the parties hereto have agreed to amend and restate the Existing Credit Agreement in its entirety as set forth in this Agreement.

WHEREAS, the Lenders, at the request of the Borrower, have agreed to extend a revolving credit facility to the Borrower, the proceeds of which will be used to provide financing for working capital and other general corporate purposes of the Borrower and its Subsidiaries;

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the Borrower, the Lenders and the Administrative Agent agree to amend and restate the Existing Credit Agreement in its entirety as follows:

SECTION 1. DEFINITIONS

1.1 Certain Defined Terms.

The following terms used in this Agreement shall have the following meanings:

“Administrative Agent” has the meaning assigned to that term in the introduction to this Agreement and also means and includes any successor Administrative Agent appointed pursuant to Subsection 8.5A.

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

“Advisers Act” means the Investment Advisers Act of 1940, as amended.

“Affected Lender” has the meaning assigned to that term in Subsection 2.6C.

“Affected Loans” has the meaning assigned to that term in Subsection 2.6C.

“Affiliate”, as applied to any Person, means any other Person directly or indirectly Controlling, Controlled by or under common Control with, that Person; provided, however, that the term “Affiliate” with respect to the Borrower and its Subsidiaries shall specifically exclude the Administrative Agent and each Lender.

“Agreement” means this Credit Agreement.

“Anti-Corruption Laws” means the United States Foreign Corrupt Practices Act of 1977, as amended, and all similar laws, rules, and regulations of any jurisdiction applicable to the Borrower or any Subsidiary from time to time.

“Applicable Margin” means the corresponding percentages per annum as set forth below based on the Leverage Ratio:

Pricing Level	Leverage Ratio	Eurodollar Rate Margin			Base Rate Margin			Commitment Fee
I	Less than or equal to 10.0%		1.25	%		0.25	%		0.150	%
II	Greater than 10.0%, but less than or equal to 20.0%		1.375	%		0.375	%		0.175	%
III	Greater than 20.0%, but less than or equal to 30.0%		1.625	%		0.625	%		0.225	%
IV	Greater than 30.0%		2.00	%		1.00	%		0.300	%

The Applicable Margin shall be determined and adjusted quarterly on the date (each a “Calculation Date”) ten (10) Business Days after the day by which the Borrower is required to provide a Compliance Certificate pursuant to Subsection 5.1(iv) for the most recently ended Fiscal Quarter; provided that (i) such Applicable Margin shall be based on Pricing Level I until the first Calculation Date occurring after the Closing Date and, thereafter the Pricing Level shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended Fiscal Quarter of the Borrower preceding the applicable Calculation Date, and (ii) if the Borrower fails to provide the Compliance Certificate as required by Subsection 5.1(iv) for the most recently ended Fiscal Quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level IV until such time as an appropriate Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended Fiscal Quarter of the Borrower preceding such Calculation Date. The Applicable Margin shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Loans then existing or subsequently made or issued. Notwithstanding the foregoing, in the event that any financial statement or Compliance

2

Certificate delivered pursuant to Subsection 5.1 is shown to be inaccurate, and such inaccuracy, if corrected, would have led to the application of (A) a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (x) the Borrower shall immediately deliver to the Administrative Agent a corrected Compliance Certificate for such Applicable Period, (y) the Applicable Margin for such Applicable Period shall be determined as if the Leverage Ratio in the corrected Compliance Certificate were applicable for such Applicable Period, and (z) the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent the accrued additional interest and fees owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with Subsection 2.4B or (B) a lower Applicable Margin for the Applicable Period than the Applicable Margin applied for such Applicable Period, then (x) the Borrower shall immediately deliver to the Administrative Agent a corrected Compliance Certificate for such Applicable Period and (y) the Applicable Margin shall be adjusted in accordance with such corrected Compliance Certificate on the date that the Administrative Agent receives such corrected Compliance Certificate notwithstanding that such date is not otherwise a Calculation Date, and such adjusted Applicable Margin shall remain in effect until otherwise required to be modified hereunder. Nothing in this paragraph shall limit the rights of the Administrative Agent and Lenders with respect to Subsection 2.2E or 7 or any of their other rights under this Agreement. The Borrower’s obligations under this paragraph shall survive the termination of the Commitments and the repayment of all other Obligations hereunder.

“Approved Fund” means a Fund that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender.

“Assignment Agreement” means an Assignment and Assumption Agreement in substantially the form of Exhibit VI.

“Attributable Debt” means, on any date of determination, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease, the capitalized amount or principal amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect, or any successor statute.

“Base Rate” means, at any time, the highest of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus 1.00% and (c) except during any period of time during which a notice delivered to the Borrower under Subsection 2.6 shall remain in effect, the Eurodollar Rate for an Interest Period of one month plus 1%; each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate, the Federal Funds Effective Rate or the Eurodollar Rate.

3

“Base Rate Loans” means Loans bearing interest at rates determined by reference to the Base Rate as provided in Subsection 2.2A.

“Base Rate Margin” means the margin over the Base Rate used in determining the rate of interest of Base Rate Loans in accordance with the definition of Applicable Margin.

“Borrower” has the meaning assigned to that term in the introduction to this Agreement.

“Business Day” means (i) any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close and (ii) with respect to all notices, determinations, fundings and payments in connection with the Eurodollar Rate or any Eurodollar Rate Loans or the Base Rate or any Base Rate Loans as to which the interest rate is determined by reference to the Eurodollar Rate, any day that is a Business Day described in clause (i) above and that is also a day for trading by and between banks in Dollar deposits in the London interbank market.

“Capital Lease”, as applied to any Person, means any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is accounted for as a capital lease on the balance sheet of that Person.

“Capital Stock” means the capital stock of or other equity interests in a Person.

“Cash Equivalents” means, collectively, (a) marketable direct obligations issued or unconditionally guaranteed by the United States or Canada or any agency thereof maturing within one hundred twenty (120) days from the date of acquisition thereof, (b) commercial paper maturing no more than one hundred twenty (120) days from the date of creation thereof and currently having the highest rating obtainable from either S&P or Moody’s, (c) certificates of deposit maturing no more than one hundred twenty (120) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States or Canada, each having combined capital, surplus and undivided profits of not less than $500,000,000 and having a long term rating of “A” (or its equivalent) or better by a nationally recognized rating agency, or (d) time deposits maturing no more than thirty (30) days from the date of creation thereof with commercial banks or savings banks or savings and loan associations each having membership either in the FDIC or CDIC, or the deposits of which are insured by the FDIC or CDIC and in amounts not exceeding the maximum amounts of insurance thereunder, (e) repurchase obligations with a term of not more than one hundred twenty (120) days for underlying securities of the types described in clause (a) above entered into with a Lender or a bank meeting the qualifications described in clause (c) above, and (f) investments in money market funds substantially all of whose assets are comprised of securities of the types described in clauses (a) through (e) above.

“CDIC” means the Canada Deposit Insurance Corporation or any successor entity.

“CEA” means the Commodity Exchange Act, as amended from time to time.

4

“Change in Control” means any of the following:

(a) Current Owners shall collectively cease to, directly or indirectly, (i) own and control at least 51% of the outstanding equity interests of the Borrower owned by them on the Closing Date or (ii) possess the right to elect (through contract, ownership of voting securities or otherwise) at all times the managing partner (or similar designation) of the Borrower and to direct the management policies and decisions of the Borrower;

(b) any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934 as in effect on the Closing Date) other than Current Owners shall have acquired a greater beneficial ownership in the Borrower’s voting equity interests than that held collectively by Current Owners;

(c) the Borrower shall cease to, directly or indirectly, own and control 100% of each class of the outstanding equity interests of Edward Jones; or

(d) there shall have occurred under any indenture, credit agreement or other instrument evidencing Indebtedness of the Borrower or any of its Subsidiaries (other than Swap Contracts and surety bonds and similar instruments) any “change of control” or similar provision (as set forth in the indenture, credit agreement or other evidence of such Indebtedness) obligating the Borrower or any of its Subsidiaries to repurchase, redeem or repay all or any part of the Indebtedness provided for therein.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation, treaty or order, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Government Authority, (c) any determination of a court or other Government Authority or (d) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Government Authority; provided that notwithstanding anything herein to the contrary, each of (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and all requests, rules, guidelines or directives thereunder or issued in connection therewith, and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Changes in Partnership Capital” means, as of the last day of any Fiscal Quarter, an amount equal to (a) all “Issuances of partnership interests” during such Fiscal Quarter less (b) all “Redemptions of partnership interests” during such Fiscal Quarter, in each case, as such amounts are set forth in the financial statements of the Borrower and its Subsidiaries for such Fiscal Quarter as delivered pursuant to Subsection 5.1.

“Chapter 100 Transaction” means any sale and lease-back transaction now, heretofore or hereafter entered into by any Subsidiary of the Borrower with St. Louis County, Missouri, pursuant to Chapter 100 of the Revised Statutes of the State of Missouri, including the granting of any Lien encumbering such Subsidiary’s leasehold interest in and to any property subject to any such sale-leaseback transaction or any other rights of such Subsidiary in connection therewith.

5

“Closing Date” means the date on which the conditions precedent set forth in Subsection 3.1 have been satisfied.

“Co-Issuer Subsidiary” means any Subsidiary, 100% of the Capital Stock of which is owned directly by the Borrower, which Subsidiary is formed by the Borrower after the Closing Date to act solely as a co-issuer with the Borrower on certain post-Closing Date issuances of Indebtedness permitted pursuant to Subsection 6.1(xii).

“Commission” means the Securities and Exchange Commission and any successor entity.

“Commitments” means the commitments of the Lenders to make Loans as set forth in Subsection 2.1A.

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

“Consolidated Total Debt” means, as of any date of determination, the aggregate stated balance sheet amount of all Indebtedness of the Borrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP.

“Contingent Obligation”, as applied to any Person, means any direct or indirect liability, contingent or otherwise, of that Person (i) with respect to any Indebtedness, lease, dividend or other obligation of another if the primary purpose or intent thereof by the Person incurring the Contingent Obligation is to provide assurance to the obligee of such obligation of another that such obligation of another will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such obligation will be protected (in whole or in part) against loss in respect thereof or (ii) with respect to any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings. Contingent Obligations shall include (a) the direct or indirect guaranty, endorsement (otherwise than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of another, (b) the obligation to make take-or-pay or similar payments if required regardless of non-performance by any other party or parties to an agreement, and (c) any liability of such Person for the obligation of another through any agreement (contingent or otherwise) (1) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise) or (2) to maintain the solvency or any balance sheet item, level of income or financial condition of another if, in the case of any agreement described under subclauses (1) or (2) of this sentence, the primary purpose or intent thereof is as described in the preceding sentence. The amount of any Contingent Obligation shall be equal to the amount of the obligation so guaranteed or otherwise supported or, if less, the amount to which such Contingent Obligation is specifically limited.

6

“Contractual Obligation”, as applied to any Person, means any provision of any Security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

“Control”, as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise. “Controlling”, “controlled by” and “under common control with” have correlative meanings.

“Current Owners” means collectively all of the general partners of the Borrower as of the date of this Agreement.

“Defaulting Lender” means any Lender that (a) has failed to fund any portion of the Revolving Loans or any participations in Swing Line Loans required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable Event of Default, shall be specifically identified in such writing) has not been satisfied, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute, (c) has notified the Borrower, the Administrative Agent or any other Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply or has failed to comply with its funding obligations under this Agreement or under other agreements in which it commits or is obligated to extend credit (unless such writing or public statement relates to the Lenders’ obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), or (d) has, or has a parent company that has, (i) been adjudicated as, or determined by any Government Authority having regulatory authority over such Person or its assets to be, insolvent or (ii) become the subject of a bankruptcy, receivership, insolvency or comparable proceeding or has had a receiver, conservator, trustee or custodian appointed for it or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment; provided, that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in such Lender or a parent company thereof by a Government Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Government Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender upon delivery of written notice of such determination to the Borrower, the Swing Line Lender and each Lender.

7

“Disqualified Capital Stock” means any Capital Stock of any Person that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof) or upon the happening of any event (a) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (b) is redeemable at the option of the holder thereof, in whole or in part, or (c) requires or mandates payments or distributions in cash, in each case on or prior to the Revolving Loan Commitment Termination Date. The term “Disqualified Capital Stock” shall also include any options, warrants or other rights that are convertible into any Disqualified Capital Stock or that are redeemable at the option of the holder, or required to be redeemed, prior to the Revolving Loan Commitment Termination Date, but shall exclude the Borrower’s Capital Stock in the form of Partnership Capital with terms and conditions substantially similar to those in effect on the Closing Date.

“Dollars” and the sign “$” mean the lawful money of the United States.

“Early Requested Swing Line Loan” has the meaning set forth in Subsection 2.1B.

“EDJ Leasing” means EDJ Leasing Co., L.P., a Missouri limited partnership and a Subsidiary of the Borrower.

“Edward Jones” means Edward D. Jones & Co., L.P., a Missouri limited partnership and a Subsidiary of the Borrower.

“Eligible Assignee” means (i) a Lender, (ii) an Affiliate of a Lender, (iii) an Approved Fund and (iv) any other Person (other than a natural person) approved by (A) the Administrative Agent, (B) in the case of any assignment of a Revolving Loan Commitment, the Swing Line Lender and (C) unless an Event of Default has occurred and is continuing at the time any assignment is effected in accordance with Subsection 9.1, the Borrower (in each case, each such approval not to be unreasonably withheld or delayed); provided, that notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower or any of the Borrower’s Affiliates or Subsidiaries.

“Employee Benefit Plan” means any “employee benefit plan”, as defined in Section 3(3) of ERISA, which is or was maintained or contributed to by the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates.

“Environmental Claim” means any investigation, written notice, written notice of violation, written claim, action, suit, proceeding, demand, abatement order or other order or directive (conditional or otherwise), by any Government Authority or any other Person, arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law, (ii) in connection with any Hazardous Materials or any actual or alleged Hazardous Materials Activity or (iii) in connection with any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.

“Environmental Laws” means any and all current or future statutes, ordinances, orders, rules, regulations, judgments, Governmental Authorizations, or any other requirements of any Government Authority relating to (i) environmental matters, including those relating to any Hazardous Materials Activity, (ii) the generation, use, storage, transportation or disposal of

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Hazardous Materials or (iii) occupational safety and health, industrial hygiene or the protection of human, plant or animal health or welfare, in any manner applicable to the Borrower or any of its Subsidiaries or any of their respective properties.

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

“ERISA Affiliate”, as applied to any Person, means (i) any corporation that is a member of a controlled group of corporations within the meaning of Section 414(b) of the Internal Revenue Code of which that Person is a member; (ii) any trade or business (whether or not incorporated) that is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Internal Revenue Code of which that Person is a member; and (iii) any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Internal Revenue Code of which that Person, any corporation described in clause (i) above or any trade or business described in clause (ii) above is a member. Any former ERISA Affiliate of a Person or any of its Subsidiaries shall continue to be considered an ERISA Affiliate of such Person or such Subsidiary within the meaning of this definition with respect to the period such entity was an ERISA Affiliate of such Person or such Subsidiary and with respect to liabilities arising after such period for which such Person or such Subsidiary could be liable under the Internal Revenue Code or ERISA.

“ERISA Event” means (i) a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for which the provision for 30-day notice to the PBGC has been waived by regulation); (ii) the failure to meet the minimum funding standard of Section 412 of the Internal Revenue Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(c) of the Internal Revenue Code) or the failure to make by its due date a required installment under Section 430 of the Internal Revenue Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (iii) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (iv) the withdrawal by the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting in liability pursuant to Section 4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which could reasonably constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (vi) the imposition of liability on the Borrower, any of its Subsidiaries or any

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of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (vii) the withdrawal of the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there would be any liability therefor, or the receipt by the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates of written notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (viii) the assertion of a material claim against any Employee Benefit Plan other than a Multiemployer Plan or the assets thereof, or against the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates in connection with any Employee Benefit Plan; (ix) receipt from the Internal Revenue Service of notice of the failure of any Pension Plan (or any other Employee Benefit Plan intended to be qualified under Section 401(a) of the Internal Revenue Code) to qualify under Section 401(a) of the Internal Revenue Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Internal Revenue Code where such failure would reasonably be expected to result in a Material Adverse Effect; or (x) the imposition of a Lien pursuant to Section 430(k) of the Internal Revenue Code or pursuant to ERISA with respect to any Pension Plan. With respect to a Multiemployer Plan or a Pension Plan not maintained or contributed to by the Borrower or its Subsidiaries, an event described above shall not be an ERISA Event unless it is reasonably likely to result in material liability to the Borrower and its Subsidiaries.

“Eurodollar Rate” means for any Interest Period, with respect to a Eurodollar Rate Loan, a rate per annum obtained by dividing (a) the rate of interest per annum determined on the basis of the rate for deposits in Dollars for a period equal to the applicable Interest Period which appears on Reuters Screen LIBOR01 Page (or any applicable successor page) at approximately 11:00 A.M. (London time) two (2) Business Days prior to the first day of the applicable Interest Period (rounded upward, if necessary, to the nearest 1/100th of 1%), provided that if, for any reason, such rate does not appear on Reuters Screen LIBOR01 Page (or any applicable successor page), then the arithmetic average of the rate per annum at which deposits in Dollars in minimum amounts of at least $5,000,000 would be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 A.M. (London time) two (2) Business Days prior to the first day of the applicable Interest Period for a period equal to such Interest Period, as determined by the Administrative Agent, by (b) one minus the Reserve Percentage in effect on such date.

For any interest rate calculation with respect to a Base Rate Loan, “Eurodollar Rate” shall mean a rate per annum obtained by dividing (a) the rate of interest per annum determined on the basis of the rate for deposits in Dollars in minimum amounts of at least $5,000,000 for a period equal to one month (commencing on the date of determination of such interest rate) which appears on the Reuters Screen LIBOR01 Page (or any applicable successor page) at approximately 11:00 A.M. (London time) on such date of determination, or, if such date is not a Business Day, then the immediately preceding Business Day (rounded upward, if necessary, to the nearest 1/100th of 1%), provided that if, for any reason, such rate does not appear on Reuters Screen LIBOR01 Page (or any applicable successor page) then the arithmetic average of the rate per annum at which deposits in Dollars in minimum amounts of at least $5,000,000 would be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 A.M. (London time) on such date of determination for a period equal to one month commencing on such date of determination, as determined by the Administrative Agent, by (b) one minus the Reserve Percentage in effect on such date.

Each calculation by the Administrative Agent of the Eurodollar Rate shall be conclusive and binding for all purposes, absent manifest error.

“Eurodollar Rate Loans” means Revolving Loans bearing interest at rates determined by reference to the Eurodollar Rate as provided in Subsection 2.2A.

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“Eurodollar Rate Margin” means the margin over the Eurodollar Rate used in determining the rate of interest of Eurodollar Rate Loans in accordance with the definition of Applicable Margin.

“Event of Default” means each of the events set forth in Section 7.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

“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 (i) taxes that are imposed on the overall net income (however denominated) and franchise taxes imposed in lieu thereof (a) by the United States, (b) by any other Government Authority under the laws of which such Lender is organized or has its principal office or maintains its applicable lending office, or (c) by any Government Authority solely as a result of a present or former connection between such recipient and the jurisdiction of such Government Authority (other than any such connection arising solely from such recipient having executed, delivered or performed its obligations or received a payment under, or enforced, any of the Loan Documents), (ii) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which the Borrower is located, (iii) in the case of a Foreign Lender (other than an assignee pursuant to a request of the Borrower under Subsection 2.9), any United States withholding tax that (x) is imposed on amounts payable to such Foreign Lender at the time it becomes a party hereto (or designates a new lending office), or (y) is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with its obligations under Subsection 2.7B(iv), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Subsection 2.7B, and (iv) any United States federal withholding taxes imposed under FATCA.

“Existing Credit Agreement” has the meaning set forth in the Recitals to this Agreement.

“Existing Indenture” means the Note Purchase Agreement dated as of June 12, 2002 relating to the 7.33% Subordinated Capital Notes of Edward Jones due 2014.

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code (as of the date hereof) and any regulations or official interpretations thereof (including any Revenue Ruling, Revenue Procedure, Notice or similar guidance issued by the U.S. Internal Revenue Service thereunder as a precondition to relief or exemption from Taxes under such provisions).

“FDIC” means the Federal Deposit Insurance Corporation or any successor entity.

“Federal Funds Effective Rate” means, for any period, a fluctuating interest rate equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding

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Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by the Administrative Agent.

“FINRA” means the Financial Industry Regulatory Authority or any successor entity.

“Fiscal Quarter” means any of Borrower’s fiscal quarters of any Fiscal Year.

“Fiscal Year” means the fiscal year of the Borrower ending on December 31 of each calendar year. For purposes of this Agreement, any particular Fiscal Year shall be designated by reference to the calendar year in which such Fiscal Year ends.

“FOCUS Report” means, for any Person, the Financial and Operational Combined Uniform Single Report required to be filed on a monthly or quarterly basis, as the case may be, with the Commission or the NYSE, or any report that is required in lieu of such report.

“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than the United States, any state thereof or the District of Columbia.

“Foreign Subsidiary” means any Subsidiary of the Borrower that is not organized or incorporated under the laws of the United States, any state thereof or the District of Columbia.

“Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to the Swing Line Lender, such Defaulting Lender’s Pro Rata Share of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders, repaid by the Borrower or for which cash collateral or other credit support acceptable to the Swing Line Lender shall have been provided in accordance with the terms hereof.

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

“Funding and Payment Office” means (i) the office of the Administrative Agent and the office of Wells Fargo, as Swing Line Lender, each located at 1525 West WT Harris Boulevard, Charlotte, North Carolina 28262, or (ii) such other office of the Administrative Agent or the Swing Line Lender as may from time to time hereafter be designated as such in a written notice delivered by the Administrative Agent or the Swing Line Lender to the Borrower and each Lender.

“Funding Date” means the date of funding of a Loan.

“GAAP” means, subject to the limitations on the application thereof set forth in Subsection 1.2, generally accepted accounting principles in the United States set forth in the

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opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“Governing Body” means the Managing Partner or, if applicable at any time, the executive committee, board of directors, board of governors, managing director or directors, or other body or Person in a similar capacity having the power to direct or cause the direction of the management and policies of a Person that is a corporation, partnership, trust or limited liability company.

“Government Authority” means the government of the United States or any other nation, or any state, regional or local political subdivision or department thereof, and any other governmental or regulatory agency, authority, body, commission, central bank, board, bureau, organization, court, instrumentality or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, in each case whether federal, state, local or foreign (including supra-national bodies such as the European Union or the European Central Bank).

“Governmental Authorization” means any permit, license, registration, authorization, plan, directive, accreditation, consent, order or consent decree of or from, or notice to, any Government Authority.

“Hazardous Materials” means (i) any chemical, material or substance at any time defined as or included in the definition of “hazardous substances”, “hazardous wastes”, “hazardous materials”, “extremely hazardous waste”, “acutely hazardous waste”, “radioactive waste”, “biohazardous waste”, “pollutant”, “toxic pollutant”, “contaminant”, “restricted hazardous waste”, “infectious waste”, “toxic substances”, or any other term or expression intended to define, list or classify substances by reason of properties harmful to health, safety or the indoor or outdoor environment (including harmful properties such as ignitability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive toxicity, “TCLP toxicity” or “EP toxicity” or words of similar import under any applicable Environmental Laws); (ii) any oil, petroleum, petroleum fraction or petroleum derived substance; (iii) any drilling fluids, produced waters and other wastes associated with the exploration, development or production of crude oil, natural gas or geothermal resources; (iv) any flammable substances or explosives; (v) any radioactive materials; (vi) any asbestos-containing materials; (vii) urea formaldehyde foam insulation; (viii) electrical equipment which contains any oil or dielectric fluid containing polychlorinated biphenyls; (ix) pesticides; and (x) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any Government Authority or which reasonably may or reasonably could pose a hazard to the health and safety of the owners, occupants or any Persons in the vicinity of any facility of the Borrower or any of its Subsidiaries or to the indoor or outdoor environment.

“Hazardous Materials Activity” means any past, current, proposed or threatened activity, event or occurrence involving any Hazardous Materials, including the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release,

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discharge, placement, generation, transportation, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Materials, and any corrective action or response action with respect to any of the foregoing.

“Indebtedness” means, as to any Person as of any date of determination, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP: (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial letters of credit), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; (c) the Swap Termination Value under all Swap Contracts to which such Person is a party; (d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business not past due for more than thirty (30) days after the date on which such trade account payable was created); (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; (f) all Attributable Debt of such Person with respect to such Person’s obligations in respect of (i) Capital Leases and (ii) Synthetic Leases (regardless of whether accounted for as indebtedness under GAAP); (g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make a payment in respect of Disqualified Capital Stock valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends and (h) all Contingent Obligations of such Person in respect of any of the foregoing. For all purposes hereof, the Indebtedness of any Person shall (i) include the Indebtedness of any partnership in which such Person is a general partner, unless such Indebtedness is expressly made non-recourse to such Person and (ii) exclude customer payables that are maintained on the balance sheet of the Borrower or any of its Subsidiaries.

“Indemnified Liabilities” has the meaning assigned to that term in Subsection 9.3.

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Indemnitee” has the meaning assigned to that term in Subsection 9.3.

“Intellectual Property” means all patents, trademarks, tradenames, copyrights, technology, software, know-how and processes used in or necessary for the conduct of the business of the Borrower and its Subsidiaries.

“Interest Payment Date” means (i) with respect to any Base Rate Loan, the last Business Day of each March, June, September and December of each year, commencing on the first such date to occur after the Closing Date, and (ii) with respect to any Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan and, in the case of a Eurodollar Rate Loan of six 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.

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“Interest Period” has the meaning assigned to that term in Subsection 2.2B.

“Interest Rate Determination Date”, with respect to any Interest Period, means the second Business Day prior to the first day of such Interest Period.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended to the date hereof and from time to time hereafter, and any successor statute.

“Investment” means (i) any direct or indirect purchase or other acquisition by the Borrower or any of its Subsidiaries of, or of a beneficial interest in, any Securities of any other Person (including any Subsidiary of the Borrower), (ii) any direct or indirect redemption, retirement, purchase or other acquisition for value, by any Subsidiary of the Borrower from any Person other than the Borrower or any of its Subsidiaries, of any equity Securities of such Subsidiary, (iii) any direct or indirect loan, advance or capital contribution by the Borrower or any of its Subsidiaries to any other Person, including all indebtedness from that other Person that are not current assets or did not arise from transactions with that other Person in the ordinary course of business, or (iv) any transaction governed by a Swap Contract. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment (other than adjustments for the repayment of, or the refund of capital with respect to, the original or any additional principal amount of any such Investment).

“Joint Lead Arrangers” means, collectively, Wells Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

“Joint Venture” means a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form.

“Lender” and “Lenders” means the Persons identified as “Lenders” and listed on the signature pages of this Agreement, together with their successors and permitted assigns pursuant to Subsection 9.1, and the term “Lenders” shall include the Swing Line Lender unless the context otherwise requires.

“Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Total Debt on such date to (b) Total Capitalization on such date.

“License” means any license, certificate of authority, permit or other authorization which is required to be obtained from any Government Authority in connection with the operation, ownership or transaction of insurance, broker-dealer or investment advisory businesses or other regulated businesses.

“Lien” means any lien, mortgage, pledge, assignment, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing.

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“Loan” or “Loans” means one or more of the loans made by the Lenders to the Borrower pursuant to Subsection 2.1A and shall include one or more Revolving Loans and Swing Line Loans.

“Loan Documents” means this Agreement, the Notes and all other agreements, instruments and certificates now or hereafter executed and delivered by the Borrower to the Administrative Agent and the Lenders in connection with the Obligations under this Agreement.

“Managing Partner” means the managing partner of the Borrower.

“Margin Stock” has the meaning assigned to that term in Regulation U of the Board of Governors of the Federal Reserve System as in effect from time to time.

“Material Adverse Effect” means a material adverse effect upon:

(i) the business, operations, financial condition, assets or liabilities (whether actual or contingent) of the Borrower and its Subsidiaries, taken as a whole;

(ii) the Borrower’s ability to perform its obligations under the Loan Documents; or

(iii) the enforceability of the Obligations under applicable law.

“MSRB” means the Municipal Securities Rulemaking Board and any successor entity.

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

“Mortgage Indebtedness” means Indebtedness incurred by any Subsidiary of the Borrower to finance or refinance the purchase or improvement of certain real property of such Subsidiary.

“Multiemployer Plan” means any Employee Benefit Plan that is a “multiemployer plan” as defined in Section 3(37) of ERISA.

“Notes” means one or more of the Revolving Notes or the Swing Line Notes or any combination thereof at any time applicable.

“Notice of Borrowing” means a notice substantially in the form of Exhibit I.

“Notice of Conversion/Continuation” means a notice substantially in the form of Exhibit II.

“NYSE” means the New York Stock Exchange, Inc.

“Obligations” means all obligations of every nature of the Borrower from time to time owed to the Administrative Agent, the Lenders or any of them under the Loan Documents, whether for principal, interest, fees, expenses, indemnification or otherwise.

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“OCC” means the Office of the Controller of the Currency and any successor entity.

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“Officer” means the managing partner, the chief financial officer, the treasurer, or other individual appointed by the Governing Body or the Organizational Documents of a corporation, partnership, trust or limited liability company to serve in a similar capacity as the foregoing.

“Officer’s Certificate”, as applied to any Person that is a corporation, partnership, trust, limited liability company or other Person that has a Governing Body, means a certificate executed on behalf of such Person (and not in any individual capacity) by one or more Officers of such Person or one or more Officers of a general partner or a managing member if such general partner or managing member is a corporation, partnership, trust, limited liability company or similar Person.

“Organizational Documents” means the documents (including bylaws, if applicable) pursuant to which a Person that is a corporation, partnership, trust or limited liability company is organized.

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

“OTS” means the Office of Thrift Supervision and any successor entity.

“Participant” means a purchaser of a participation in the rights and obligations under this Agreement pursuant to Subsection 9.1C.

“Partnership Capital” means, with respect to any Person which is a partnership, such Person’s partnership capital subject to mandatory redemption, net of reserves for anticipated withdrawals, as determined in accordance with GAAP.

“Patriot Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

“Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, that is subject to Section 412 of the Internal Revenue Code or Title IV of ERISA.

“Permitted Encumbrances” means the following types of Liens (excluding any such Lien imposed pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code or by ERISA, and any such Lien relating to or imposed in connection with any Environmental Claim):

(i) Liens for taxes, assessments or governmental charges or claims the payment of which is not, at the time, required by Subsection 5.3;

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(ii) Liens of landlords, Liens of collecting banks under the UCC on items in the course of collection, Liens and rights of set-off of banks, statutory and common law Liens of carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law, in each case incurred in the ordinary course of business (a) for amounts not yet overdue by more than thirty (30) days or (b) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of thirty (30) days) are being contested in good faith by appropriate proceedings, so long as (1) such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts, and (2) no foreclosure, sale or similar proceedings have been commenced;

(iii) pledges, deposits and other Liens made or incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance, and other types of social security obligations, or to secure the performance of statutory or regulatory obligations, performance bonds and completion, guarantee, surety, similar bonds, and appeal bonds, letters of credit, bids, leases, government contracts, trade contracts, and other similar obligations (exclusive of obligations for the payment of borrowed money), so long as no foreclosure, sale or similar proceedings have been commenced with respect thereto;

(iv) any attachment or judgment Lien not constituting an Event of Default under Subsection 7.8;

(v) licenses (with respect to Intellectual Property and other property), leases or subleases granted to third parties not interfering in any material respect with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;

(vi) easements, zoning restrictions, rights-of-way, covenants and other restrictions, encroachments, and other minor defects or irregularities in title or other similar encumbrances, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;

(vii) any (a) interest or title of a lessor or sublessor or lessee or sublessee under any lease not prohibited by this Agreement, (b) Lien or restriction that the interest or title of such lessor or sublessor may be subject to, or (c) subordination of the interest of the lessee or sublessee under such lease to any Lien or restriction referred to in the preceding clause (b);

(viii) Liens arising from precautionary filings of UCC financing statements relating solely to leases and other transactions not prohibited by this Agreement;

(ix) Liens incurred in the ordinary course of the settlement of securities transactions;

(x) Liens in favor of banks on items in collection (and the documents related thereto) arising in the ordinary course of business of the Borrower and the Subsidiaries under Article IV of the Uniform Commercial Code;

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(xi) any zoning or similar law or right reserved to or vested in any Government Authority to control or regulate the use of any real property; and

(xii) Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar agreements entered into in the ordinary course of business of the Borrower and its Subsidiaries.

“Person” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and Government Authorities.

“Potential Event of Default” means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.

“Prime Rate” means the rate that Wells Fargo publicly announces from time to time as its prime lending rate, as in effect from time to time. Each change in the Prime Rate shall be effective as of the opening of business on the day such change in such prime rate occurs. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. Wells Fargo or any other Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.

“Proceedings” means any action, suit, proceeding (whether administrative, judicial or otherwise) or arbitration and any governmental investigation known to the Borrower.

“Pro Rata Share” means the percentage obtained by dividing (i) the Revolving Loan Exposure of that Lender by (ii) the aggregate Revolving Loan Exposure of all Lenders, as the applicable percentage may be adjusted by assignments permitted pursuant to Subsection 9.1. The initial Pro Rata Share of each Lender is set forth opposite the name of that Lender in Schedule 2.1.

“Refunded Swing Line Loans” has the meaning assigned to that term in Subsection 2.1A(ii)(b).

“Register” has the meaning assigned to that term in Subsection 2.1D.

“Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Materials into the indoor or outdoor environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Materials), including the movement of any Hazardous Materials through the air, soil, surface water or groundwater.

“Requisite Lenders” means, at any date, Lenders having or holding at least 51% of the aggregate Revolving Loan Exposure of all Lenders; provided that the Commitment of, and

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the portion of the Total Utilization of Revolving Credit Commitments held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Requisite Lenders.

“Repurchase Obligation” means any obligation of the Borrower set forth in its Organizational Documents to repurchase general partner, limited partner and subordinated limited partner interests in the ordinary course of its business.

“Reserve Percentage” means, for any day, the percentage (expressed as a decimal and rounded upwards, if necessary, to the next higher 1/100th of 1%) which is in effect for such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any basic, supplemental or emergency reserves) in respect of eurocurrency liabilities or any similar category of liabilities for a member bank of the Federal Reserve System in New York City.

“Restricted Payment” means (a) any dividend or other distribution, direct or indirect, on account of any shares of any class of Capital Stock of the Borrower now or hereafter outstanding, except a dividend or other distribution payable solely in shares of Capital Stock to the holders of that class or an increase in the liquidation value of shares of that class of Capital Stock, (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of Capital Stock of the Borrower now or hereafter outstanding, except to the extent that consideration therefor is in the form of Capital Stock of the Borrower, and (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Capital Stock of the Borrower now or hereafter outstanding, except to the extent that consideration therefor is in the form of Capital Stock of the Borrower.

“Revolving Loan Commitment” means the commitment of a Lender to make Revolving Loans to the Borrower pursuant to Subsection 2.1A(i), and “Revolving Loan Commitments” means such commitments of all Lenders in the aggregate.

“Revolving Loan Commitment Amount” means, at any date, the aggregate amount of the Revolving Loan Commitments of all Lenders.

“Revolving Loan Commitment Termination Date” means November 15, 2018.

“Revolving Loan Exposure”, with respect to any Lender, means, as of any date of determination (i) prior to the termination of the Revolving Loan Commitments, the amount of that Lender’s Revolving Loan Commitment, and (ii) after the termination of the Revolving Loan Commitments, the sum of (a) the aggregate outstanding principal amount of the Revolving Loans of that Lender plus (b) in the case of the Swing Line Lender, the aggregate outstanding principal amount of all Swing Line Loans (net of any assignments thereof deemed purchased by other Lenders) plus (c) the aggregate amount of all assignments deemed purchased by that Lender in any outstanding Swing Line Loans.

“Revolving Loans” means the Loans made by the Lenders to the Borrower pursuant to Subsection 2.1A(i).

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“Revolving Notes” means any promissory notes of the Borrower issued pursuant to Subsection 2.1E to evidence the Revolving Loans of any Lenders, substantially in the form of Exhibit III.

“Rule 15c3-1” means Rule 15c3-1 of the General Rules and Regulations as promulgated by the Commission under the Exchange Act, as such rule may be amended from time to time, or any rule or regulation of the Commission that replaces Rule 15c3-1.

“Rule 15c3-3” means Rule 15c3-3 of the General Rules and Regulations as promulgated by the Commission under the Exchange Act, as such rule may be amended from time to time, or any rule or regulation of the Commission that replaces Rule 15c3-3.

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

“Sanctioned Country” means a country subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx, or as otherwise published from time to time, or indentified on any published sanctions-related list maintained by the United States Department of State.

“Sanctioned Person” means (a) a Person named on the list of “Specially Designated Nationals and Blocked Persons” maintained by OFAC available at http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx, or as otherwise published from time to time, or named on any published sanctions-related list maintained by the United States Department of State, (b) a Person named on the lists maintained by the United Nations Security Council available at http://www.un.org/sc/committees/list_compend.shtml, or as otherwise published from time to time, (c) a Person named on the lists maintained by the European Union available at http://eeas.europa.eu/cfsp/sanctions/consol-list_en.htm, or as otherwise published from time to time, (d) a Person named on the lists maintained by Her Majesty’s Treasury available at http://www.hm-treasury.gov.uk/fin_sanctions_index.htm, or as otherwise published from time to time, (e) (i) an agency of the government of a Sanctioned Country, (ii) an organization controlled by a Sanctioned Country, or (iii) a person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC, or (f) a Person controlled by any of the foregoing.

“Sarbanes-Oxley” means the Sarbanes-Oxley Act of 2002, as amended from time to time, and any successor statute.

“Securities” means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated, certificated or uncertificated, or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

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“Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute.

“Securities Laws” means the Securities Act, the Exchange Act, Sarbanes-Oxley and the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the Commission or the Public Company Accounting Oversight Board, as each of the foregoing may be amended and in effect on any applicable date hereunder.

“Self-Regulatory Organization” has the meaning assigned to such term in Section 3(a)(26) of the Exchange Act.

“SIPC” means the Securities Investor Protection Corporation or any successor entity.

“Solvent”, with respect to any Person, means that as of the date of determination both (i)(a) the then fair value of the property of such Person as a going concern is (1) greater than the total amount of liabilities (including contingent liabilities) of such Person and (2) not less than the amount that will be required to pay the probable liabilities on such Person’s then existing debts as they become absolute and due considering all financing alternatives, ordinary operating income and potential asset sales reasonably available to such Person; (b) such Person’s capital is not unreasonably small in relation to its business or any undertaken transaction; and (c) such Person does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due; and (ii) such Person is “solvent” within the meaning given that term and similar terms under applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that would be required to be included as a liability in respect of such contingent obligations on a consolidated balance sheet of such Person and its subsidiaries as determined in accordance with GAAP.

“Subsidiary”, with respect to any Person, means any corporation, partnership, trust, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the members of the Governing Body is at the time owned or Controlled by that Person or one or more of the other Subsidiaries of that Person or a combination thereof. Except as otherwise provided herein, each reference to a Subsidiary shall be deemed to be a reference to a Subsidiary of the Borrower.

“Swap Contract” means any agreement governing or evidencing any rate swap, basis swap, forward rate, commodity swap, interest rate option, forward foreign exchange, spot foreign exchange, rate cap, rate floor, rate collar, currency swap, cross-currency rate swap, currency option or any other similar transaction (including any option to enter into any of the foregoing), including any master agreement for any of the foregoing, together with all supplements thereto; provided that no phantom stock, employee benefit or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a Swap Agreement.

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“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s) and (b) for any date prior to the date referenced in clause (a) of this definition, the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swing Line Lender” means Wells Fargo, or any Person serving as a successor thereto hereunder, in each case, in such Person’s capacity as Swing Line Lender hereunder.

“Swing Line Loan Subfacility” means $150,000,000, which is the maximum principal amount of Swing Line Loans the Swing Line Lender may make to the Borrower pursuant to Subsection 2.1A(ii); provided, that any reduction of the Revolving Loan Commitment Amount made pursuant to Subsection 2.4 that reduces the Revolving Loan Commitment Amount to an amount less than the then current amount of the Swing Line Loan Subfacility shall result in an automatic corresponding reduction of the amount of the Swing Line Loan Subfacility to the amount of the Revolving Loan Commitment Amount, as so reduced, without any further action on the part of the Borrower, the Administrative Agent or the Swing Line Lender.

“Swing Line Loans” means the Loans made by Swing Line Lender to the Borrower pursuant to Subsection 2.1A(ii).

“Swing Line Note” means any promissory note of the Borrower issued pursuant to Subsection 2.1E to evidence the Swing Line Loans of the Swing Line Lender, substantially in the form of Exhibit IV.

“Synthetic Lease” means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an operating lease in accordance with GAAP.

“Target” has the meaning set forth in Subsection 6.3(viii).

“Tax” or “Taxes” means any present or future tax, levy, impost, duty, fee, assessment, deduction, withholding or other charge of any nature and whatever called, by whomsoever, on whomsoever and wherever imposed, levied, collected, withheld or assessed, including interest, penalties, additions to tax and any similar liabilities with respect thereto.

“Total Capitalization” means as of any date, the sum of (a) the Borrower’s Partnership Capital and (b) without duplication, Consolidated Total Debt.

“Total Utilization of Revolving Loan Commitments” means, as at any date of determination, the sum of (i) the aggregate principal amount of all outstanding Revolving Loans plus (ii) the aggregate principal amount of all outstanding Swing Line Loans.

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“Type” means, with respect to a Revolving Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

“UCC” means the Uniform Commercial Code as in effect in any applicable jurisdiction.

“Unasserted Obligations” means, at any time, Obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities (except for the principal of and interest on, and fees relating to, any Indebtedness) in respect of which no claim or demand for payment has been made (or, in the case of Obligations for indemnification, no notice for indemnification has been issued by the Indemnitee) at such time.

“United States” means the United States of America.

“Wells Fargo” has the meaning assigned to that term in the introduction to this Agreement.

“Wholly-Owned Subsidiary” of a Person means (a) any Subsidiary all of the outstanding voting securities of which shall at the time be owned or Controlled by such Person or one or more Wholly-Owned Subsidiaries of such Person, or by such Person and one or more Wholly-Owned subsidiaries of such Person, or (b) any partnership, limited liability company, association, joint venture or similar business organization 100% of the ownership interests having ordinary voting power of which shall at the time be so owned or Controlled (other than in the case of Foreign Subsidiaries, director’s qualifying shares and/or other nominal amounts of shares required to be held by Persons other than the Borrower and its Subsidiaries under applicable law).

1.2 Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement.

Except as otherwise expressly provided in this Agreement, all accounting and financial terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements and other information required to be delivered by the Borrower to the Lenders pursuant to Subsection 5.1 shall be prepared in accordance with GAAP as in effect at the time of such preparation. Calculations in connection with the definitions, covenants and other provisions of this Agreement shall utilize GAAP as in effect on the date of determination, applied in a manner consistent with that used in preparing the financial statements referred to in Subsection 4.3. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and the Borrower, the Administrative Agent or the Requisite Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Requisite Lenders), provided that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.

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1.3 Other Definitional Provisions and Rules of Construction.

A. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference.

B. References to “Exhibits,” “Schedules,” “Sections” and “Subsections” shall be to Exhibits, Schedules, Sections and Subsections, respectively, of this Agreement unless otherwise specifically provided. Section and Subsection headings in this Agreement, and the table of contents to this Agreement, are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.

C. The use in any of the Loan Documents of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not nonlimiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter.

D. Unless otherwise expressly provided herein, references to Organizational Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document.

E. Unless otherwise expressly provided herein, any definition or reference to any law, including, without limitation, the Internal Revenue Code, ERISA, the Exchange Act, the Patriot Act, the Securities Act, the UCC, the Investment Company Act of 1940, the Trading with the Enemy Act of the United States or any of the foreign assets control regulations of the United States Treasury Department, shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law.

F. With respect to references in this Agreement to the conclusiveness of determinations or documentation without any reference to a standard related thereto (for example, “absent manifest error”), the parties agree that if questions arise with respect to such determinations or documentation, the parties will have an opportunity to review and discuss such determinations or documentation.

1.4 Rounding. Any financial ratios required to be maintained pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio or percentage is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

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1.5 Amendment and Restatement. In order to facilitate this amendment and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders agree:

A. On the Closing Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement.

B. Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Subsection 1.5, and of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on the Closing Date, and (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrower under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of this Agreement, the Notes and such Loan Documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date: (1) all Loans owing by the Borrower and outstanding under the Existing Credit Agreement shall continue as Loans hereunder and shall constitute advances hereunder and (2) all Base Rate Loans under the Existing Credit Agreement and not converted into Eurodollar Rate Loans shall accrue interest at the Base Rate hereunder. The parties hereby acknowledge and agree that, on the Closing Date, there are no Loans outstanding under the Existing Credit Agreement and that all “Obligations” (other than unasserted contingent indemnification obligations) under the Existing Credit Agreement will be paid in full on the Closing Date.

C. The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth on Schedule 2.1 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and/or Lenders under the Existing Credit Agreement, and from each Lender or Lender under the Existing Credit Agreement to each other Lender, as applicable, with the same force and effect as if such assignments were evidenced by applicable Assignment Agreement(s) (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Subsection 9.1 of the Existing Credit Agreement or this Agreement, no other documents or instruments, including any Assignment Agreement, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment Agreement. On the Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), through the Administrative Agent, with respect

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to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Pro Rata Share shall be as set forth on Schedule 2.1.

SECTION 2. AMOUNTS AND TERMS OF LOANS

2.1 Loans; Making of Loans; the Register; Optional Notes.

A. Loans. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Borrower herein set forth, each Lender hereby severally agrees to make Revolving Loans as described in Subsection 2.1A(i) and the Swing Line Lender hereby agrees to make the Swing Line Loans as described in Subsection 2.1A(ii).

(i) Revolving Loans. Each Lender severally agrees, subject to the limitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make revolving loans (each such loan a “Revolving Loan”) to the Borrower in Dollars requested by the Borrower from time to time during the period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date in an aggregate amount not exceeding its Pro Rata Share of the aggregate amount of the Revolving Loan Commitments to be used in accordance with the terms of this Agreement. The original amount of each Lender’s Revolving Loan Commitment is set forth opposite its name on Schedule 2.1 and the original Revolving Loan Commitment Amount is $400,000,000; provided that the amount of the Revolving Loan Commitment of each Lender shall be adjusted to give effect to any assignment of such Revolving Loan Commitment pursuant to Subsection 9.1B, shall be reduced from time to time by the amount of any reductions thereto made pursuant to Subsection 2.4 and shall be increased as necessary to give effect to any increases thereto made pursuant to Subsection 2.10. Each Lender’s Revolving Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and the Borrower hereby agrees that all Revolving Loans and all other Obligations of the Borrower shall be paid in full no later than that date. Amounts borrowed under this Subsection 2.1A(i) may be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Date.

Anything contained in this Agreement to the contrary notwithstanding, the Revolving Loans and the Revolving Loan Commitments shall be subject to the limitation that in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the Revolving Loan Commitment Amount then in effect.

(ii) Swing Line Loans.

(a) General Provisions. The Swing Line Lender may, at any time in its reasonable discretion and subject to the limitations set forth in Subsection 2.1A(ii)(e) and set forth below with respect to the maximum amount of Swing Line Loans permitted to be outstanding from time to time, make a portion of the Revolving Loan Commitments available to the Borrower from time to time during the period from the Closing Date to but excluding the Revolving Loan

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Commitment Termination Date by making Swing Line Loans to the Borrower in Dollars in an aggregate amount not exceeding the amount of the Swing Line Loan Subfacility to be used for the purposes identified in Subsection 2.5A, notwithstanding the fact that such Swing Line Loans, when aggregated with the Swing Line Lender’s outstanding Revolving Loans, may exceed the Swing Line Lender’s Revolving Loan Commitment. The Swing Line Loan Subfacility shall expire on the Revolving Loan Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans shall be paid in full no later than that date.

(b) Swing Line Loan Prepayment with Proceeds of Revolving Loans. With respect to any Swing Line Loans that have not been voluntarily prepaid by the Borrower pursuant to Subsection 2.4A(i), the Swing Line Lender may, at any time in its sole and absolute discretion but not less frequently than once every ten (10) Business Days, deliver to the Administrative Agent (with a copy to the Borrower), no later than 2:00 P.M. (Central time) on the proposed Funding Date, a notice (the “Refunding Request”) requesting the Lenders to make Revolving Loans that are Base Rate Loans on such Funding Date in an amount equal to the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given and the Lenders shall pay to the Administrative Agent in immediately available funds in Dollars their respective Pro Rata Shares of each such Refunded Swing Line Loans no later than 4:00 P.M. (Central time) on such Funding Date; provided, that with respect to Early Requested Swing Line Loans, the Swing Line Lender shall deliver to the Administrative Agent (with a copy to the Borrower), the Refunding Request no later than 11:00 A.M. (Central time) on the Funding Date of such Early Requested Swing Line Loans (and the Lenders shall pay to the Administrative Agent in immediately available funds in Dollars their respective Pro Rata Shares of the Refunded Swing Line Loans of such Early Requested Swing Line Loans no later than 3:00 P.M. (Central time)). The Borrower hereby authorizes the giving of any such notice and the making of any such Revolving Loans. Anything contained in this Agreement to the contrary notwithstanding, (1) the proceeds of such Revolving Loans made by the Lenders other than the Swing Line Lender shall be immediately delivered by the Administrative Agent to the Swing Line Lender (and not to the Borrower) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (2) on the day such Revolving Loans are made, the Swing Line Lender’s Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by the Swing Line Lender, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note, if any, of the Swing Line Lender but shall instead constitute part of the Swing Line Lender’s outstanding Revolving Loans and shall be due under the Revolving Note, if any, of the Swing Line Lender. If any portion of any such amount paid (or deemed to be paid) to the Swing Line Lender should be recovered by or on behalf of the Borrower from the Swing Line Lender in any bankruptcy proceeding, in any assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by Subsection 9.5.

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(c) Swing Line Loan Assignments. On the Funding Date of each Swing Line Loan, each Lender shall be deemed to, and hereby agrees to, purchase an assignment of such Swing Line Loan in an amount equal to its Pro Rata Share. If for any reason (1) Revolving Loans are not made upon the request of the Swing Line Lender as provided in the immediately preceding paragraph in an amount sufficient to repay any amounts owed to the Swing Line Lender in respect of such Swing Line Loan or (2) the Revolving Loan Commitments are terminated at a time when such Swing Line Loan is outstanding, upon notice from the Swing Line Lender as provided below, each Lender shall fund the purchase of such assignment in an amount equal to its Pro Rata Share (calculated, in the case of the foregoing clause (2), immediately prior to such termination of the Revolving Loan Commitments) of the unpaid amount of such Swing Line Loan together with accrued interest thereon. Upon one Business Day’s notice from the Swing Line Lender, each Lender shall deliver to the Swing Line Lender such amount in immediately available funds at the Funding and Payment Office. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each Lender agrees to enter into an Assignment Agreement at the request of the Swing Line Lender in form and substance reasonably satisfactory to the Swing Line Lender. In the event any Lender fails to make available to the Swing Line Lender any amount as provided in this paragraph, the Swing Line Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by the Swing Line Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. In the event the Swing Line Lender receives a payment of any amount with respect to which other Lenders have funded the purchase of assignments as provided in this paragraph, the Swing Line Lender shall promptly distribute to each such other Lender its Pro Rata Share of such payment.

(d) Lenders’ Obligations. Anything contained herein to the contrary notwithstanding, each Lender’s obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to Subsection 2.1A(ii)(b) and each Lender’s obligation to purchase an assignment of any unpaid Swing Line Loans pursuant to the immediately preceding paragraph shall be absolute and unconditional and shall not be affected by any circumstance, including (1) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (2) the occurrence or continuation of an Event of Default or a Potential Event of Default; (3) any adverse change in the business, operations, assets or financial condition of the Borrower or any of its Subsidiaries; (4) any breach of this Agreement or any other Loan Document by any party thereto; or (5) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that such obligations of each Lender are subject to the condition that (x) the Swing Line Lender believed in good faith

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that all conditions under Section 3 to the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans, as the case may be, were satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made or (y) the satisfaction of any such condition not satisfied had been waived in accordance with Subsection 9.6 prior to or at the time such Refunded Swing Line Loans or other unpaid Swing Line Loans were made.

(e) Other Arrangements. Notwithstanding any other provision hereof, the Borrower and the Swing Line Lender may agree from time to time upon mutually satisfactory separate arrangements for the borrowing and funding of Swing Line Loans. Such provisions may include, among other things, the making of Swing Line Loans through disbursements made from an automatic sweep account, which Swing Line Loans shall be deemed to be made upon the making of such disbursements.

(f) Defaulting Lenders. Notwithstanding anything to the contrary contained in this Subsection 2.1A(ii), the Swing Line Lender shall not be obligated to make any Swing Line Loans at a time when any other Lender is a Defaulting Lender, unless the Swing Line Lender has entered into arrangements (which may include the delivery of cash collateral) with the Borrower or such Defaulting Lender which are satisfactory to the Swing Line Lender to eliminate the Swing Line Lender’s risk with respect to any such Defaulting Lender’s funding obligations hereunder (after giving effect to Subsection 2.11C).

B. Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Revolving Loans made pursuant to a request by the Swing Line Lender pursuant to Subsection 2.1A(ii)) shall be in an aggregate minimum amount of $5,000,000 and multiples of $1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $500,000 and multiples of $100,000 in excess of that amount. Whenever the Borrower desires that the Lenders make Revolving Loans it shall deliver to the Administrative Agent a Notice of Borrowing duly executed by an Officer of the Borrower no later than (i) 1:00 P.M. (Central time) at least three (3) Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) and (ii) 1:00 P.M. (Central time) on the proposed Funding Date (in the case of a Base Rate Loan). Whenever the Borrower desires that the Swing Line Lender make a Swing Line Loan, it shall deliver to the Administrative Agent and the Swing Line Lender a Notice of Borrowing duly executed by an Officer of the Borrower no later than 4:00 P.M. (Central time) on the proposed Funding Date; provided, that if the Borrower delivers a duly executed Notice of Borrowing to the Administrative Agent and the Swing Line Lender no later than 8:45 A.M. (Central time), such Swing Line Loan (an “Early Requested Swing Line Loan”) shall be made available by the Swing Line Lender no later than 9:45 A.M. (Central time). Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in Subsection 2.2D. In lieu of delivering a Notice of Borrowing, the Borrower may give the Administrative Agent telephonic notice by the required time of any proposed borrowing under this Subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to the Administrative Agent duly executed by an Officer of the Borrower on or before the applicable Funding Date.

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Neither the Administrative Agent nor any Lender shall incur any liability to the Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of the Borrower or for otherwise acting in good faith under this Subsection 2.1B or under Subsection 2.2D, and upon funding of Loans by the Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to Subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice the Borrower shall have effected Loans or a conversion or continuation, as the case may be, hereunder.

The Borrower shall notify the Administrative Agent prior to the funding of any Loans in the event that, to the Borrower’s knowledge, an event has occurred and is continuing or would result from the consummation of the borrowing that would constitute an Event of Default or a Potential Event of Default, and the acceptance by the Borrower of the proceeds of any Loans shall constitute a re-certification by the Borrower, as of the applicable Funding Date, as to the matters to which the Borrower is required to certify in the applicable Notice of Borrowing.

Except as otherwise provided in Subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

C. Disbursement of Funds. All Revolving Loans shall be made by the Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither the Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder. Promptly after receipt by the Administrative Agent of a Notice of Borrowing pursuant to Subsection 2.1A (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender for that Type of Loan or the Swing Line Lender, as the case may be, of the proposed borrowing. Each Lender with a Revolving Loan Commitment shall make the amount of its Revolving Loan available to the Administrative Agent in immediately available funds in Dollars requested by the Borrower not later than 4:00 P.M. (Central time) on the applicable Funding Date, and the Swing Line Lender shall make the amount of its Swing Line Loan (other than an Early Requested Swing Line Loan) available to the Administrative Agent in immediately available funds in Dollars not later than 5:00 P.M. (Central time) on the applicable Funding Date (provided, that with respect to each Early Requested Swing Line Loan, the Swing Line Lender shall make the amount of such Early Requested Swing Line Loan available in Dollars no later than 9:45 A.M. (Central time) on the applicable Funding Date), in each case at the Funding and Payment Office. Except as provided in Subsection 2.1A(ii) with respect to Revolving Loans used to repay Refunded Swing Line Loans, upon satisfaction or waiver of the conditions precedent specified in Subsections 3.1 and 3.2, the Administrative Agent shall make the proceeds of such Revolving Loans advanced to it as set forth above available to the Borrower on the applicable Funding Date by causing the proceeds of all such Revolving Loans received by the Administrative Agent from the Lenders to be credited to the account of the Borrower at the Funding and Payment Office.

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Unless the Administrative Agent shall have been notified by any Lender prior to a Funding Date that such Lender does not intend to make available to the Administrative Agent the amount of such Lender’s Revolving Loan requested on such Funding Date in Dollars, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such Funding Date in Dollars and the Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to the Borrower a corresponding amount on such Funding Date. If such corresponding amount in Dollars is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount in Dollars on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to the Administrative Agent, at the customary rate set by the Administrative Agent for the correction of errors among banks for three (3) Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount in Dollars forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in Dollars together with interest thereon, for each day from such Funding Date until the date such amount is paid to the Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this Subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder.

D. The Register. The Administrative Agent, acting for these purposes solely as a non-fiduciary agent of the Borrower (it being acknowledged that the Administrative Agent, in such capacity, and its officers, directors, employees, agent and affiliates shall constitute Indemnitees under Subsection 9.3), shall maintain (and make available for inspection by the Borrower and by each Lender, but only as to information regarding the Loans made by such Lender, upon reasonable prior notice at reasonable times) at its address referred to in Schedule 9.8 a register for the recordation of, and shall record, the names and addresses of the Lenders and the respective amounts of the Revolving Loan Commitment, Swing Line Loan Subfacility, Revolving Loans and Swing Line Loans (and interest on each of the foregoing) of each Lender from time to time (the “Register”). The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof; all amounts owed with respect to any Commitment or Loan, absent manifest error, shall be owed to the Lender listed in the Register as the owner thereof; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. Each Lender shall record on its internal records the amount of its Loans and Commitments and each payment in respect hereof, and any such recordation shall be conclusive and binding on the Borrower subject to the entries in the Register, which shall govern in the event of any inconsistency with any Lender’s records. Failure to make any recordation in the Register or in any Lender’s records, or any error in such recordation, shall not affect any Loans or Commitments or any Obligations in respect of any Loans.

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E. Optional Notes. If so requested by any Lender by written notice to the Borrower (with a copy to the Administrative Agent) at least two Business Days prior to the Closing Date or at any time thereafter, the Borrower shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to Subsection 9.1; provided that the Administrative Agent shall request the return to the Borrower of the assignor’s original promissory note) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after the Borrower’s receipt of such notice) a promissory note or promissory notes to evidence such Lender’s Revolving Loans or Swing Line Loans, substantially in the form of Exhibit III or Exhibit IV, respectively, with appropriate insertions.

2.2 Interest on the Loans.

A. Rate of Interest. Subject to the provisions of Subsections 2.6 and 2.7, each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Eurodollar Rate. Subject to the provisions of Subsection 2.7, each Swing Line Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate. The applicable basis for determining the rate of interest with respect to any Revolving Loan shall be selected by the Borrower initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to Subsection 2.1B, and the basis for determining the interest rate with respect to any Revolving Loan may be changed from time to time pursuant to Subsection 2.2D. If on any day a Revolving Loan is outstanding with respect to which notice has not been delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate.

(i) Subject to the provisions of Subsections 2.2E, 2.2G and 2.7, the Revolving Loans shall bear interest through maturity as follows:

(a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin; or

(b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin.

(ii) Subject to the provisions of Subsections 2.2E, 2.2G and 2.7, the Swing Line Loans shall bear interest through maturity at the Base Rate plus the Base Rate Margin.

B. Interest Periods. In connection with each Eurodollar Rate Loan, the Borrower may, pursuant to the applicable Notice of Borrowing or Notice of Conversion/Continuation, as the case may be, select an interest period (each an “Interest Period”) to be applicable to such Loan, which Interest Period shall be, at the Borrower’s option, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, three or six months thereafter, as selected by the Borrower in its Notice of Borrowing; provided that:

(i) the initial Interest Period for any Eurodollar Rate Loan shall commence on the Funding Date in respect of such Loan, in the case of a Loan initially made as a Eurodollar Rate Loan, or on the date specified in the applicable Notice of Conversion/Continuation, in the case of a Loan converted to a Eurodollar Rate Loan;

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(ii) in the case of immediately successive Interest Periods applicable to a Eurodollar Rate Loan continued as such pursuant to a Notice of Conversion/Continuation, each successive Interest Period shall commence on the day on which the next preceding Interest Period expires;

(iii) if an Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided that, if any Interest Period would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day;

(iv) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clause (v) of this Subsection 2.2B, end on the last Business Day of a calendar month;

(v) no Interest Period with respect to any portion of the Revolving Loans shall extend beyond the Revolving Loan Commitment Termination Date;

(vi) there shall be no more than seven (7) Interest Periods outstanding at any time;

(vii) in the event the Borrower fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Notice of Borrowing or Notice of Conversion/Continuation, the Borrower shall be deemed to have selected an Interest Period of one month.

C. Interest Payments. Subject to the provisions of Subsection 2.2E, interest on each Loan shall be payable in arrears on and to each Interest Payment Date applicable to that Loan, upon any prepayment of that Loan (to the extent accrued on the amount being prepaid) and at maturity (including final maturity); provided that, in the event any Swing Line Loans or any Revolving Loans that are Base Rate Loans are prepaid pursuant to Subsection 2.4A(i), interest accrued on such Loans through the date of such prepayment shall be payable on the next succeeding Interest Payment Date applicable to Base Rate Loans (or, if earlier, at final maturity).

D. Conversion or Continuation. Subject to the provisions of Subsection 2.6, the Borrower shall have the option (i) to convert at any time all or any part of its outstanding Revolving Loans equal to $5,000,000 and multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest

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Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 and multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto.

The Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent duly executed by an Officer of the Borrower no later than 1:00 P.M. (Central time) (i) on the proposed conversion date (in the case of a conversion to a Base Rate Loan), and (ii) at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). In lieu of delivering a Notice of Conversion/Continuation, the Borrower may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this Subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to the Administrative Agent on or before the proposed conversion/continuation date. The Administrative Agent shall notify each Lender of any Loan subject to a Notice of Conversion/Continuation.

E. Default Rate. (i) Immediately upon the occurrence and during the continuation of any Event of Default under Subsection 7.1, 7.6 or 7.7, or (ii) at the election of the Requisite Lenders, upon the occurrence and during the continuation of any other Event of Default, the outstanding principal amount of all Loans and, to the extent permitted by applicable law, any interest payments thereon not paid when due and any fees and other amounts then due and payable hereunder, shall thereafter bear interest (including post-petition interest in any proceeding under the Bankruptcy Code or other applicable bankruptcy laws) payable upon demand by the Administrative Agent at a rate that is 2% per annum in excess of the interest rate otherwise payable under this Agreement with respect to the applicable Loans (or, in the case of any such fees and other amounts, at a rate which is 2% per annum in excess of the interest rate otherwise payable under this Agreement for Base Rate Loans); provided that, in the case of Eurodollar Rate Loans, upon the expiration of the Interest Period in effect at the time any such increase in interest rate is effective such Eurodollar Rate Loans shall thereupon become Base Rate Loans and shall thereafter bear interest payable upon demand at a rate which is 2% per annum in excess of the interest rate otherwise payable under this Agreement for Base Rate Loans. Payment or acceptance of the increased rates of interest provided for in this Subsection 2.2E is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of the Administrative Agent or any Lender.

F. Computation of Interest. Interest on the Loans shall be computed on the basis of a 365-day year (or a 366-day year in case of a leap year) with respect to Base Rate Loans and otherwise a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such

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Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided that if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan.

G. Maximum Rate. Notwithstanding the foregoing provisions of this Subsection 2.2, in no event shall the rate of interest payable by the Borrower with respect to any Loan exceed the maximum rate of interest permitted to be charged under applicable law.

2.3 Fees.

A. Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender (other than any Defaulting Lenders) in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Margin times the average daily unused amount of the Revolving Loan Commitment Amount (calculated without giving effect to any outstanding Swing Line Loans) of the Revolving Credit Lenders (other than the Defaulting Lenders, if any). The commitment fee shall accrue at all times from the Closing Date to the Revolving Loan Commitment Termination Date (and thereafter so long as any Loans remain outstanding), including at any time during which one or more of the conditions in Subsection 3.2 is not met, computed on the basis of a 360-day year for the actual number of days elapsed, and shall be due and payable in arrears on and to (but excluding) the last Business Day of each March, June, September and December of each year and on the Revolving Loan Commitment Termination Date. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the average daily unused amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect.

B. Other Fees. The Borrower agrees to pay to the Administrative Agent such fees in the amounts and at the times separately agreed upon in writing between the Borrower and the Administrative Agent.

2.4 Repayments, Prepayments and Reductions of Revolving Loan Commitment Amount; General Provisions Regarding Payments.

A. Prepayments and Reductions in Revolving Loan Commitment Amount.

(i) Voluntary Prepayments. The Borrower may, upon written or telephonic notice to the Administrative Agent no later than 1:00 P.M. (Central time) on the date of prepayment, which notice, if telephonic, shall be promptly confirmed in writing, at any time and from time to time prepay, without premium or penalty, any Swing Line Loan on any Business Day in whole or in part in an aggregate minimum amount of $500,000 and multiples of $100,000 in excess of that amount. The Borrower may, upon written or telephonic notice (which notice, if telephonic, shall be promptly confirmed in writing) to the Administrative Agent (who will promptly notify each Lender whose Loans are to be prepaid of such prepayment) (A) no later than 9:00 A.M. (Central time) on the date of prepayment in the case of Base Rate Loans and (B) no later than 12:00 P.M. (Central time) at least three (3) Business Days’ prior to the date of prepayment in the case of

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Eurodollar Rate Loans, prepay, at any time and from time to time prepay, without premium or penalty, any Revolving Loans on any Business Day in whole or in part in an aggregate minimum amount of $5,000,000 and multiples of $1,000,000 in excess of that amount. Notice of prepayment having been given as aforesaid, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein. Any such voluntary prepayment shall be applied as specified in Subsection 2.4A(iv) and, in the case of Eurodollar Rate Loans, shall be subject to Subsection 2.6D.

(ii) Voluntary Reductions of Revolving Loan Commitments. The Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to the Administrative Agent, or upon such lesser number of days’ prior written or telephonic notice, as consented to by the Administrative Agent in its sole discretion, at any time and from time to time, terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Loan Commitment Amount in an amount up to the amount by which the Revolving Loan Commitment Amount exceeds the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Loan Commitment Amount shall be in an aggregate minimum amount of $5,000,000 and multiples of $1,000,000 in excess of that amount. The Borrower’s notice to the Administrative Agent (who will promptly notify each Lender of such notice) shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction shall be effective on the date specified in the Borrower’s notice and shall reduce the amount of the Revolving Loan Commitment of each Lender proportionately to its Pro Rata Share. Any such voluntary reduction of the Revolving Loan Commitment Amount shall be applied as specified in Subsection 2.4A(iv).

(iii) Mandatory Prepayments. The Borrower shall from time to time prepay first the Swing Line Loans and second the Revolving Loans to the extent necessary so that the Total Utilization of Revolving Loan Commitments shall not at any time exceed the Revolving Loan Commitment Amount then in effect, including in connection with any voluntary reduction of the Revolving Loan Commitment Amount in accordance with clause (ii) above. At such time as the Total Utilization of Revolving Loan Commitments shall be equal to or less than the Revolving Loan Commitment Amount if no Event of Default has occurred and is continuing, to the extent any cash collateral was provided by the Borrower and has not been applied to any Obligations, such amount shall promptly be released to the Borrower.

(iv) Application of Prepayments.

(a) Application of Voluntary Prepayments. Any voluntary prepayments pursuant to Subsection 2.4A(i) shall be applied as specified by the Borrower in the applicable notice of prepayment; provided that in the event the Borrower fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied first to repay outstanding Swing Line Loans to the full extent thereof, and second to repay outstanding Revolving Loans to the full extent thereof.

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(b) Application of Voluntary Reductions. Any voluntary reduction of the Revolving Loan Commitment Amount pursuant to this Subsection 2.4A shall be in proportion to each Lender’s Pro Rata Share.

(c) Application of Mandatory Prepayments. Any mandatory prepayments pursuant to Subsection 2.4A(iii) shall be applied first to repay outstanding Swing Line Loans to the full extent thereof, and second to repay outstanding Revolving Loans to the full extent thereof.

(d) Application of Prepayments to Base Rate Loans and Eurodollar Rate Loans. Considering Revolving Loans being prepaid separately, any prepayment thereof shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Subsection 2.6D.

(e) Application of Prepayments to Swing Line Loans. Any repayments of Swing Line Loans pursuant to this Subsection 2.4 shall be applied pro rata among the outstanding Swing Line Loans.

B. General Provisions Regarding Payments.

(i) Manner and Time of Payment. Except as otherwise expressly provided herein, all payments by the Borrower of principal, interest, fees and other Obligations shall be made in Dollars in immediately available funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than 3:30 P.M. (Central time) on the date due at the Funding and Payment Office for the account of Lenders; funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by the Borrower on the next succeeding Business Day.

(ii) Application of Payments to Principal and Interest. All payments in respect of the principal amount of any Loan shall include payment of accrued interest on the principal amount being repaid or prepaid, and, except as provided in Subsection 2.2C, all such payments shall be applied to the payment of interest before application to principal.

(iii) Apportionment of Payments. Aggregate payments of principal and interest shall be apportioned among all outstanding Loans to which such payments relate, in each case proportionately to Lenders’ respective Pro Rata Shares. The Administrative Agent shall promptly distribute to each Lender, at the account specified in the payment instructions delivered to the Administrative Agent by such Lender, its Pro Rata Share of all such payments received by the Administrative Agent and fees of such Lender, if any, when received by the Administrative Agent pursuant to Subsection 2.3. Notwithstanding the foregoing provisions of this Subsection 2.4B(iii), if, pursuant to the provisions of Subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected

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Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, the Administrative Agent shall give effect thereto in apportioning interest payments received thereafter.

(iv) Payments on Business Days. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder, as the case may be.

(v) Defaulting Lenders. Notwithstanding the foregoing clause (i), if there exists a Defaulting Lender each payment by the Borrower to such Defaulting Lender hereunder shall be applied in accordance with Subsection 2.11B.

C. Payments after Event of Default. Upon the occurrence and during the continuation of an Event of Default, if requested by Requisite Lenders, or upon acceleration of the Obligations pursuant to Section 7, all payments received by the Administrative Agent, whether from the Borrower or otherwise shall be applied in full or in part by the Administrative Agent, in each case in the following order of priority:

(i) to the payment of all costs and expenses of collection or other realization, all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to compensation (including the fees described in Subsection 2.3B), reimbursement and indemnification under any Loan Document and all advances made by the Administrative Agent thereunder for the account of the Borrower, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the Loan Documents, all in accordance with Subsections 8.4, 9.2 and 9.3 and the other terms of this Agreement and the Loan Documents;

(ii) to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Swing Line Lender in its capacity as such;

(iii) to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees (ratably among the Lenders in proportion to the respective amounts described in this clause (iii) payable to them);

(iv) to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (ratably among the Lenders in proportion to the respective amounts described in this clause (iv) payable to them);

(v) to payment of that portion of the Obligations constituting unpaid principal of the Loans (ratably among the Lenders in proportion to the respective amounts described in this clause (v) held by them); and

(vi) the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by applicable law.

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2.5 Use of Proceeds.

A. Loans. The proceeds of any Loans may be applied by the Borrower for working capital or any other general corporate purposes.

B. Margin Regulations. No portion of the proceeds of any borrowing under this Agreement shall be used by the Borrower or any of its Subsidiaries in any manner that would cause the borrowing or the application of such proceeds to violate Regulation U, Regulation T or Regulation X of the Board of Governors of the Federal Reserve System or any other regulation of such Board or to violate the Exchange Act, in each case as in effect on the date or dates of such borrowing and such use of proceeds.

2.6 Special Provisions Governing Loans based on the Eurodollar Rate.

Notwithstanding any other provision of this Agreement to the contrary, the following provisions shall govern with respect to Eurodollar Rate Loans or Base Rate Loans as to which the interest rate is determined by reference to the Eurodollar Rate as to the matters covered:

A. Determination of Applicable Interest Rate. On each Interest Rate Determination Date, the Administrative Agent shall determine in accordance with the terms of this Agreement (which determination shall, absent manifest error, be conclusive and binding upon all parties) the Eurodollar Rate that shall apply to the Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to the Borrower and each applicable Lender.

B. Inability to Determine Applicable Interest Rate. If with respect to any Interest Period:

(i) the Administrative Agent determines that, or the Requisite Lenders determine and advise the Administrative Agent that, deposits in Dollars (in the applicable amounts) are not being offered in the London interbank eurodollar market for such Interest Period; or

(ii) the Administrative Agent otherwise determines, or the Requisite Lenders determine and advise the Administrative Agent (which determination shall be binding and conclusive on all parties), that by reason of circumstances affecting the London interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable Eurodollar Rate; or

(iii) the Administrative Agent determines, or the Requisite Lenders determine and advise the Administrative Agent, that the Eurodollar Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to the Lenders of maintaining or funding a Eurodollar Rate Loan or a Base Rate Loan as to which the interest rate is determined by reference to the Eurodollar Rate for such Interest Period, or

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that the making or funding of Eurodollar Rate Loan or a Base Rate Loan as to which the interest rate is determined by reference to the Eurodollar Rate has become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of such Lenders materially affects such Loans;

then the Administrative Agent shall promptly notify the affected parties and (A) in the event of any occurrence described in the foregoing clause (i) the Borrower shall enter into good faith negotiations with each affected Lender in order to determine an alternate method to determine the Eurodollar Rate for such Lender, and during the pendency of such negotiations with any Lender, such Lender shall be under no obligation to make any new Eurodollar Rate Loan or a Base Rate Loan as to which the interest rate is determined by reference to the Eurodollar Rate, and (B) in the event of any occurrence described in the foregoing clauses (ii) or (iii), for so long as such circumstances shall continue, no Lender shall be under any obligation to make any new Eurodollar Rate Loan or a Base Rate Loan as to which the interest rate is determined by reference to the Eurodollar Rate.

C. Illegality or Impracticability of Eurodollar Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be conclusive and binding upon all parties hereto but shall be made only after consultation with the Borrower and the Administrative Agent) that the making, maintaining or continuation of its Eurodollar Rate Loans or Base Rate Loans as to which the interest rate is determined by reference to the Eurodollar Rate (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful) or (ii) has become impracticable, or would cause such Lender material hardship, as a result of contingencies occurring after the date of this Agreement which materially and adversely affect the interbank Eurodollar market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender” and it shall on that day give notice (by telephone confirmed in writing) to the Borrower and the Administrative Agent of such determination. The Administrative Agent shall promptly notify each other Lender of the receipt of such notice. Thereafter (a) the obligation of the Affected Lender to make Loans as, or to convert Loans to, Eurodollar Rate Loans or Base Rate Loans as to which the interest rate is determined by reference to the Eurodollar Rate shall be suspended until such notice shall be withdrawn by the Affected Lender, (b) to the extent such determination by the Affected Lender relates to a Eurodollar Rate Loan or Base Rate Loan as to which the interest rate is determined by reference to the Eurodollar Rate then being requested by the Borrower pursuant to a Notice of Borrowing or a Notice of Conversion/Continuation, the Affected Lender shall make such Loan as (or convert such Loan to, as the case may be) a Base Rate Loan as to which the interest rate is not determined by reference to the Eurodollar Rate, (c) the Affected Lender’s obligation to maintain its outstanding Eurodollar Rate Loans or Base Rate Loans as to which the interest rate is determined by reference to the Eurodollar Rate (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (d) the Affected Loans shall automatically convert into Base Rate Loans as to which the interest rate is not determined by reference to the Eurodollar Rate on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Eurodollar Rate Loan or Base Rate Loan as to

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which the interest rate is determined by reference to the Eurodollar Rate then being requested by the Borrower pursuant to a Notice of Borrowing or a Notice of Conversion/Continuation, the Borrower shall have the option, subject to the provisions of Subsection 2.6D, to rescind such Notice of Borrowing or Notice of Conversion/Continuation as to all Lenders by giving notice (by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above. The Administrative Agent shall promptly notify each other Lender of the receipt of such notice. Except as provided in the immediately preceding sentence, nothing in this Subsection 2.6C shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, Eurodollar Rate Loans or Base Rate Loans as to which the interest rate is determined by reference to the Eurodollar Rate in accordance with the terms of this Agreement.

D. Compensation For Breakage or Non-Commencement of Interest Periods. The Borrower shall compensate each Lender, upon prompt written request by that Lender pursuant to Subsection 2.8A, for all reasonable losses, expenses and liabilities (including any interest paid by that Lender to lenders of funds borrowed by it to make or carry its applicable Loans and any loss, expense or liability sustained by that Lender in connection with the liquidation or re-employment of such funds) which that Lender may sustain: (i) if for any reason (other than a default by that Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Borrowing or a telephonic request therefor, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of Conversion/Continuation or a telephonic request therefor, (ii) if any prepayment or other principal payment or any conversion of any of its Eurodollar Rate Loans (including any prepayment or conversion occasioned by the circumstances described in Subsection 2.6C or the paragraph following Subsection 7.14) occurs on a date prior to the last day of an Interest Period applicable to that Loan, (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the Borrower, or (iv) as a consequence of any other default by the Borrower in the repayment of its Eurodollar Rate Loans on a date prior to the last day of the Interest Period therefor. Breakage cost loss shall consist of an amount equal to the excess, if a positive number, of (i) the amount of interest that would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Eurodollar Rate Loans provided for herein (excluding, however, the Eurodollar Rate Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank Eurodollar market.

E. Booking of Eurodollar Rate Loans. Any Lender may make, carry or transfer Eurodollar Rate Loans at, to, or for the account of any of its branch offices or the office of an Affiliate of that Lender to the extent that it is necessary or useful to facilitate the transactions contemplated by this Agreement, so long as such action does not, by itself, upon the taking of such action, knowingly cause the Borrower to incur any Obligation under Subsection 2.7.

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F. Assumptions Concerning Funding of Eurodollar Rate Loans. Calculation of all amounts payable to a Lender under this Subsection 2.6 and under Subsection 2.7A shall be made as though that Lender had funded each of its Eurodollar Rate Loans through the purchase of a Eurodollar deposit bearing interest at the rate obtained pursuant to clause (a) of the definition of Eurodollar Rate in an amount equal to the amount of such Eurodollar Rate Loan and having a maturity comparable to the relevant Interest Period, whether or not its Eurodollar Rate Loans had been funded in such manner.

G. Eurodollar Rate Loans After Default. After the occurrence of and during the continuation of an Event of Default, (i) the Borrower may not elect to have a Loan be made or maintained as, or converted to, a Eurodollar Rate Loan after the expiration of any Interest Period then in effect for that Loan and (ii) subject to the provisions of Subsection 2.6D, any Notice of Borrowing or Notice of Conversion/Continuation given by the Borrower with respect to a requested borrowing or conversion/continuation that has not yet occurred shall be deemed to be for a Base Rate Loan or, if the conditions to making a Loan set forth in Subsection 3.2 cannot then be satisfied, to be rescinded by the Borrower.

2.7 Increased Costs; Taxes; Capital Adequacy.

A. Compensation for Increased Costs. Subject to the provisions of Subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall be final and conclusive and binding upon all parties hereto) that any Change in Law:

(i) subjects such Lender to any additional Tax of any kind whatsoever with respect to this Agreement or any of its obligations hereunder (including with respect to maintaining any Commitment hereunder) or any payments to such Lender of principal, interest, fees or any other amount payable hereunder (except for the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender);

(ii) imposes, modifies or holds applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to Eurodollar Rate Loans that are reflected in the definition of Eurodollar Rate); or

(iii) imposes any other condition (other than with respect to Taxes) on or affecting such Lender or its obligations hereunder or the interbank Eurodollar market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans or Commitments; then, in any such case, the Borrower shall promptly, and in any event within ten (10) Business Days, pay to such Lender, upon receipt of the statement referred to in Subsection 2.8A, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion may reasonably determine) as may be necessary to compensate such Lender on an after-tax basis for any such increased cost or reduction in amounts received or receivable hereunder. The

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Borrower shall not be required to compensate a Lender pursuant to this Subsection 2.7A for any increased cost or reduction in respect of a period occurring more than 180 days prior to the date on which such Lender notifies the Borrower of such Change in Law and such Lender’s intention to claim compensation therefor, except, if the Change in Law giving rise to such increased cost or reduction is retroactive, no such 180 day time limitation shall apply to such period of retroactivity, so long as such Lender requests compensation within 180 days from the date on which the applicable Government Authority informed Lender of such Change in Law.

B. Taxes.

(i) Payments to Be Free and Clear. Any and all payments by or on account of any obligation of the Borrower under this Agreement and the other Loan Documents shall be made free and clear of, and without any deduction or withholding on account of, any Indemnified Taxes or Other Taxes.

(ii) Grossing-up of Payments. If the Borrower or any other Person is required by law to make any deduction or withholding on account of any Tax from any sum paid or payable by or on account of the Borrower to the Administrative Agent or any Lender under any of the Loan Documents:

(a) the Borrower shall notify the Administrative Agent of any such requirement or any change in any such requirement as soon as the Borrower becomes aware of it;

(b) the Borrower shall timely pay any such Tax to the relevant Government Authority when such Tax is due, in accordance with applicable law;

(c) unless such Tax is an Excluded Tax, the sum payable by the Borrower shall be increased to the extent necessary to ensure that, after making the required deductions (including deductions applicable to additional sums payable under this Subsection 2.7B(ii)), the Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to the sum it would have received had no such deduction been required or made; and

(d) as soon as practical after the due date of payment of any Tax which it is required by clause (b) above to pay, the Borrower shall deliver to the Administrative Agent the original or a certified copy of an official receipt or other document reasonably satisfactory to the other affected parties to evidence the payment and its remittance to the relevant Government Authority.

(iii) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender, within 30 days after the date the Administrative Agent or such Lender (as the case may be) makes written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including for the full amount of any Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Subsection 2.7B(iii)) paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising

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therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Government Authority. A certificate as to the amount of such payment or liability and the calculations used to determine such amount delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive.

(iv) Tax Status of Lenders. Unless not legally entitled to do so:

(a) any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such forms or other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to United States backup withholding or information reporting requirements;

(b) any Foreign Lender that is entitled to an exemption from or reduction of any Tax with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower and the Administrative Agent, on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter, as may be necessary in the determination of the Borrower or the Administrative Agent, each in the reasonable exercise of its discretion), such properly completed and duly executed forms or other documentation prescribed by applicable law as will permit such payments to be made without United States withholding or at a reduced rate of withholding;

(c) without limiting the generality of the foregoing, in the event that the Borrower is resident for tax purposes in the United States, any Foreign Lender shall deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter, as may be necessary in the determination of the Borrower or the Administrative Agent, each in the reasonable exercise of its discretion), whichever of the following is applicable:

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

(2) properly completed and duly executed copies of Internal Revenue Service Form W-8ECI, or

(3) in the case of a Foreign Lender claiming the benefits of the exemption for “portfolio interest” under Section 881(c) of the Internal Revenue Code, (A) a duly executed

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certificate to the effect that such Foreign Lender is not (i) a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (ii) a ten-percent shareholder (within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code) of the Borrower or (iii) a controlled foreign corporation described in Section 881(c)(3)(C) of the Internal Revenue Code and (B) properly completed and duly executed copies of Internal Revenue Service Form W-8BEN,

(4) properly completed and duly executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in any Tax,

in each case together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower and the Administrative Agent to determine the withholding or deduction required to be made, if any;

(d) without limiting the generality of the foregoing, in the event that the Borrower is resident for tax purposes in the United States, any Foreign Lender that does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Lender under any of the Loan Documents (for example, in the case of a typical participation by such Lender) shall deliver to the Administrative Agent and the Borrower (in such number of copies as shall be requested by the recipient), on or prior to the date such Foreign Lender becomes a Lender, or on such later date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and from time to time thereafter, as may be necessary in the determination of the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion):

(1) duly executed and properly completed copies of the forms and statements required to be provided by such Foreign Lender under clause (c) of Subsection 2.7B(iv), to establish the portion of any such sums paid or payable with respect to which such Lender acts for its own account and may be entitled to an exemption from or a reduction of the applicable Tax, and

(2) duly executed and properly completed copies of Internal Revenue Service Form W-8IMY (or any successor forms) properly completed and duly executed by such Foreign Lender, together with any information, if any, such Foreign Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Internal Revenue Code or the regulations thereunder, to establish that such Foreign Lender is not acting for its own account with respect to a portion of any such sums payable to such Foreign Lender;

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(e) without limiting the generality of the foregoing, in the event that the Borrower is resident for tax purposes in the United States, any Lender that is not a Foreign Lender and has not otherwise established to the reasonable satisfaction of the Borrower and the Administrative Agent that it is an exempt recipient (as defined in Section 6049(b)(4) of the Internal Revenue Code and the United States Treasury Regulations thereunder) shall deliver to the Borrower and the Administrative Agent (in such numbers of copies as shall be requested by the recipient) on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter as prescribed by applicable law or upon the request of the Borrower or the Administrative Agent), duly executed and properly completed copies of Internal Revenue Service Form W-9; and

(f) without limiting the generality of the foregoing, each Lender hereby agrees, from time to time after the initial delivery by such Lender of such forms, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence so delivered obsolete or inaccurate in any material respect, that such Lender shall promptly (1) deliver to the Administrative Agent and the Borrower two original copies of renewals, amendments or additional or successor forms, properly completed and duly executed by such Lender, together with any other certificate or statement of exemption required in order to confirm or establish that such Lender is entitled to an exemption from or reduction of any Tax with respect to payments to such Lender under the Loan Documents and, if applicable, that such Lender does not act for its own account with respect to any portion of such payment, or (2) notify the Administrative Agent and the Borrower of its inability to deliver any such forms, certificates or other evidence.

(v) FATCA. If a payment made to a Lender under any Loan Document would be subject to United States federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this paragraph (v), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(vi) Refunds. If the Administrative Agent or any Lender becomes aware that it is entitled to claim a refund from a Government Authority or other taxation authority in respect of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Subsection 2.7B it shall promptly notify the Borrower of the availability of such

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refund claim and shall, within 30 days after receipt of a request by the Borrower, make a claim to such Government Authority or taxation authority for such refund at the Borrower’s expense. If the Administrative Agent or any Lender receives a refund (including pursuant to a claim made pursuant to the preceding sentence) in respect of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Subsection 2.7B, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Subsection 2.7B with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Government Authority or taxation authority with respect to such refund); provided, that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority or taxation authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Government Authority. This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.

(vii) Indemnification of the Administrative Agent. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for any Taxes (but, in the case of Indemnified Taxes and Other Taxes, only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes or Other Taxes and without limiting the obligation of the Borrower to do so) attributable to such Lender that are payable or paid by the Administrative Agent, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Government Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (vii). The agreements in this paragraph (vii) shall survive the resignation and/or replacement of the Administrative Agent.

(viii) Survival. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section shall survive the payment in full of the Obligations and the termination of the Revolving Loan Commitment.

C. Capital Adequacy Adjustment. If any Lender shall have determined that any Change in Law regarding capital adequacy has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Commitments or other obligations hereunder with respect to the Loans to a level below that which such Lender or such controlling

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corporation could have achieved but for such Change in Law (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within ten Business Days after receipt by the Borrower from such Lender of the statement referred to in Subsection 2.8A, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. The Borrower shall not be required to compensate a Lender pursuant to this Subsection 2.7C for any reduction in respect of a period occurring more than 180 days prior to the date on which such Lender notifies the Borrower of such Change in Law and such Lender’s intention to claim compensation therefor, except, if the Change in Law giving rise to such reduction is retroactive, no such 180 day time limitation shall apply to such period of retroactivity, so long as such Lender requests compensation within 180 days from the date on which the applicable Government Authority informed such Lender of such Change in Law.

2.8 Statement of Lenders; Obligation of Lenders to Mitigate.

A. Statements. Each Lender claiming compensation or reimbursement pursuant to Subsection 2.6D, 2.7 or 2.8B shall, as promptly as practical, deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation of such compensation or reimbursement, which statement shall be conclusive and binding upon all parties hereto.

B. Mitigation. Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering the Loans of such Lender becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Subsection 2.7, it will use reasonable efforts to make, issue, fund or maintain the Commitments of such Lender or the Loans of such Lender through another lending office of such Lender, if (i) as a result thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts which would otherwise be required to be paid to such Lender pursuant to Subsection 2.7 would be materially reduced and (ii) as determined by such Lender in its sole discretion, such action would not otherwise be disadvantageous to such Lender; provided that such Lender will not be obligated to utilize such other lending office pursuant to this Subsection 2.8B unless the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other lending as described above.

2.9 Replacement of a Lender.

If (i) the Borrower receives notice that it may incur Obligations under Subsection 2.7 through a written statement under Subsection 2.8A from the Administrative Agent or a Lender or otherwise (other than for breakage costs under Subsection 2.6D), (ii) a Lender is a Defaulting Lender, (iii) a Lender (a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to Subsection 9.6, requires the consent of such Lender and such amendment, modification or waiver has been approved by the Requisite Lenders, or (iv) a Lender becomes an Affected Lender (any such Lender, a “Subject Lender”), so long as (i) no Event of Default shall have occurred and be continuing and the Borrower has obtained a commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and

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all other obligations of the Subject Lender hereunder and (ii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to the Borrower pursuant to Subsection 2.8 upon ten (10) days prior written notice to the Subject Lender and the Administrative Agent and/or is unwilling to remedy its default upon three days prior written notice to the Subject Lender and the Administrative Agent, the Borrower may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of Subsection 9.1B; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts actually due and owing (including all amounts under Subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by Subsection 9.1B(i) shall have been paid to the Administrative Agent by the Borrower or the assignee, (3) all of the requirements for such assignment contained in Subsection 9.1B, including, without limitation, the consent of the Administrative Agent (if required) and the receipt by the Administrative Agent of an executed Assignment Agreement and other supporting documents, have been fulfilled and (4) in the event such Subject Lender is a Non-Consenting Lender, each assignee shall consent, at the time of such assignment, to each matter in respect of which such Subject Lender was a Non-Consenting Lender.

2.10 Increase in Commitments.

A. Request for Increase. Provided there exists no Potential Event of Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time request an increase in the Revolving Loan Commitment Amount by an amount (for all such requests) not exceeding $100,000,000; provided that (i) the Revolving Loan Commitment Amount, after giving effect to each increase hereunder, may not exceed $500,000,000 in the aggregate, (ii) any such request for an increase shall be in a minimum amount of $25,000,000 and in multiples of $5,000,000 in excess thereof and (iii) the Borrower may not request more than two increases. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders).

B. Lender Elections to Increase. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Loan Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Revolving Loan Commitment.

C. Notification by the Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. If the Lenders do not agree to the full amount of a requested increase, subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld), the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

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D. Increase Effective Date and Allocations. If the Revolving Loan Commitment Amount is increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase, the Increase Effective Date and revised Pro Rata Shares.

E. Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent an Officer’s Certificate dated as of the Increase Effective Date (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Section 4 and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and (B) no Potential Event of Default or Event of Default exists or shall result from such increase to the Revolving Loan Commitment Amount. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan such that, after giving effect thereto, all Revolving Loan Exposure hereunder is held ratably by the Lenders in proportion to their respective Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and letter of credit fees. The Borrower shall make any payments under Subsection 2.6D resulting from such assignments.

F. Conflicting Provisions. This Section shall supersede any provisions in Subsection 9.5 or 9.6 to the contrary.

2.11 Defaulting Lenders.

Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law:

A. Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Subsection 9.6.

B. Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, or otherwise, and including any amounts made available to the Administrative Agent for the account of such Defaulting Lender pursuant to Subsection 9.4), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Swing Line Lender hereunder; third, if so

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determined by the Administrative Agent or requested by the Swing Line Lender, to be held as cash collateral for future funding obligations of such Defaulting Lender of any participation in any Swing Line Loans; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Administrative Agent, the Lenders, or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by the Administrative Agent, any Lender, or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (i) such payment is a payment of the principal amount of any Revolving Credit Loans or funded participations in Swing Line Loans in respect of which such Defaulting Lender has not fully funded its appropriate share and (ii) such Revolving Credit Loans or funded participations in Swing Line Loans were made at a time when the conditions set forth in Subsection 3.2 were satisfied or waived, such payment shall be applied solely to pay the Revolving Credit Loans of, and funded participations in Swing Line Loans owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Revolving Credit Loans of, or funded participations in Swing Line Loans owed to, such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Subsection 2.11B shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

C. Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Swing Line Loans pursuant to Subsection 2.1A, the “Pro Rata Share” of each non-Defaulting Lender shall be computed without giving effect to the Revolving Loan Commitment of such Defaulting Lender; provided that (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Swing Line Loans shall not exceed the positive difference, if any, of (A) the Revolving Loan Commitment of that non-Defaulting Lender minus (B) the aggregate outstanding principal amount of the Revolving Loans of that Lender.

D. Prepayment of Swing Line Loans. Promptly on demand by the Swing Line Lender or the Administrative Agent from time to time, the Borrower shall prepay Swing Line Loans in the amount of all Fronting Exposure with respect to the Swing Line Lender (after giving effect to Subsection 2.11C).

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E. Certain Fees. For any period during which such Lender is a Defaulting Lender, such Defaulting Lender shall not be entitled to receive any commitment fee pursuant to Subsection 2.3A (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to such Defaulting Lender).

F. Defaulting Lender Cure. If the Borrower, the Administrative Agent, and the Swing Line Lender agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any cash collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Revolving Credit Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Credit Loans and funded and unfunded participations in Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Shares (without giving effect to Subsection 2.11C), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.

SECTION 3. CONDITIONS TO LOANS

The obligations of the Lenders to make Loans hereunder are subject to the satisfaction of the following conditions.

3.1 Conditions to Closing.

This Agreement shall become effective upon satisfaction of the following conditions, upon which the Closing Date shall occur:

A. Loan Documents. The Borrower shall deliver to the Lenders (or to the Administrative Agent with sufficient originally executed copies, where appropriate, for each Lender) the following, each, unless otherwise noted, dated the date hereof:

(i) Copies of the Organizational Documents of the Borrower, certified by the Secretary of State of the Borrower’s jurisdiction of organization or, if such document is of a type that may not be so certified, certified by an Officer of the Borrower, together with a good standing certificate from the appropriate governmental officer of its jurisdiction of organization dated as of a recent date prior to the date hereof;

(ii) Resolutions of the Governing Body of the Borrower approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, certified as of the date hereof by an Officer of the Borrower as being in full force and effect without modification or amendment;

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(iii) Signature and incumbency certificates of the Officers of the Borrower executing a Loan Document;

(iv) Executed originals of the Loan Documents; and

(v) Such other opinions, documents or materials as Administrative Agent or any Lender may reasonably request on or prior to the Closing Date.

B. Fees. The Borrower shall have paid all accrued and unpaid fees and expenses contemplated to be paid by the Borrower on or before the Closing Date in connection with the transactions contemplated hereby.

C. Officer’s Certificate. The Borrower shall have delivered to the Administrative Agent an Officer’s Certificate, in form and substance reasonably satisfactory to the Administrative Agent, (i) to the effect that the representations and warranties in Section 4 are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true and correct in all material respects on and as of such earlier date); provided that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this condition, (ii) to the effect that, after giving effect to the transactions contemplated by this Agreement on the Closing Date, no Event of Default or Potential Event of Default has occurred and is continuing and (iii) to the effect that the Borrower has satisfied the conditions set forth in this Subsection 3.1 and 3.2, as applicable.

D. Financial Statements. The Lenders (or the Administrative Agent with sufficient copies for each Lender) shall have received from the Borrower audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended December 31, 2012, which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Lenders.

E. Opinions of Counsel. The Lenders (or the Administrative Agent with sufficient copies for each Lender) shall have received executed copies of the opinion of the Deputy General Counsel of the Borrower and of Duane Morris LLP, special counsel for the Borrower, each dated as of the Closing Date and in form and substance reasonably satisfactory to the Administrative Agent.

F. Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc. The Borrower shall have obtained (a) all Governmental Authorizations and all consents of other Persons required to be obtained by the Borrower, in each case that are necessary or advisable in connection with the transactions contemplated by the Loan Documents and (b) all Governmental Authorizations and consents necessary for the continued operation of the business conducted by the Borrower and its Subsidiaries in substantially the same manner as conducted prior to the date hereof, except where the failure to obtain such Governmental Authorizations described in the foregoing clause (b) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Governmental

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Authorization and consent shall be in full force and effect, except in a case where the failure to obtain or maintain a Governmental Authorization or consent, either individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Documents or the financing thereof. No action, request for stay, petition for review or rehearing, reconsideration or appeal with respect to any of the foregoing shall be pending, except in each case not specifically relating to the transactions contemplated by the Loan Documents where such action, request for stay, petition for review or rehearing, reconsideration or appeal, either individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

G. Patriot Act. The Borrower shall have provided to the Administrative Agent the documentation and other information reasonably requested by the Administrative Agent or a Lender in order to comply with the requirements of the Patriot Act and applicable “know your customer” and anti-money laundering rules and regulations.

3.2 Conditions to Closing; All Loans.

The obligations of the Lenders to make any Revolving Loans and of the Swing Line Lender to make Swing Line Loans (except, in respect of paragraph A below, Swing Line Loans made pursuant to Subsection 2.1A(ii)(e)) on any Funding Date are, in addition to the conditions precedent specified in Subsection 3.1, subject to prior or concurrent satisfaction of the following conditions (and each borrowing by the Borrower hereunder shall constitute a representation by the Borrower as of the date of such extension of credit that the conditions contained in this Subsection 3.2 have been satisfied as of the date of the applicable extension of credit):

A. Notice of Borrowing. The Administrative Agent shall have received on or before that Funding Date, in accordance with the provisions of Subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of the Borrower.

B. Representations and Warranties True; No Default; Etc. As of that Funding Date:

(i) the representations and warranties contained herein (other than in Subsection 4.4) and in the other Loan Documents shall be true and correct in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this condition;

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(ii) no event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; and

(iii) no order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain any applicable Lender from making the Loans to be made by it on that Funding Date, provided that such order, judgment or decree shall not impair the obligation of any other Lender to fund a Revolving Loan as of such Funding Date.

SECTION 4. REPRESENTATIONS AND WARRANTIES

In order to induce the Administrative Agent and the Lenders to enter into this Agreement, to induce the Lenders to make the Loans hereunder, the Borrower hereby represents and warrants to each Lender, both immediately before and immediately after giving effect to the transactions contemplated hereunder, which representations and warranties shall be deemed to be made on the Closing Date and on such other dates as set forth in Subsection 3.2, that:

4.1 Organization, Powers, Qualification, Good Standing, Business and Subsidiaries.

A. Organization and Powers. The Borrower is duly organized, validly existing and in good standing under the laws of the State of Missouri. The Borrower has the organizational power and authority to own and operate its properties, to carry on its business as now conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.

B. Qualification and Good Standing. The Borrower is qualified to do business and is in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing would not reasonably be expected to result in a Material Adverse Effect.

C. Conduct of Business. The Borrower is engaged only in the businesses permitted to be engaged in pursuant to Subsection 6.10.

D. Subsidiaries. All of the Subsidiaries of the Borrower as of the Closing Date and their jurisdictions of organization as of the Closing Date are listed in Schedule 4.1. The Capital Stock of each of the Subsidiaries of the Borrower is duly authorized, validly issued, fully paid and (except for any interest as a general partner, limited partner or subordinated limited partner) nonassessable and none of such Capital Stock constitutes Margin Stock. Each of the Subsidiaries of the Borrower is a corporation, partnership, trust or limited liability company duly organized, validly existing and in good standing under the laws of its respective jurisdiction of organization, has all requisite organizational power and authority to own and operate its properties and to carry on its business as now conducted, and is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, in each case except where failure to be so qualified or in good standing or a lack of such power and authority would not reasonably be expected to result in a Material Adverse Effect.

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4.2 Authorization of Borrowing, etc.

A. Authorization of Borrowing. The execution, delivery and performance of the Loan Documents by the Borrower have been duly authorized by all necessary organizational action.

B. No Conflict. The execution, delivery and performance by the Borrower of the Loan Documents to which it is a party and the consummation of the transactions contemplated by the Loan Documents do not and will not (i) violate any provision of any law or any governmental rule or regulation applicable to the Borrower, the Organizational Documents of the Borrower or any order, judgment or decree of any court or other Government Authority binding on the Borrower, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of the Borrower which would reasonably be expected to result in a Material Adverse Effect, (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of the Borrower not permitted under Subsection 6.2, or (iv) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation of the Borrower, except for such approvals or consents which have been obtained on or before the Closing Date and disclosed in writing to the Lenders as to material Contractual Obligations and except to the extent such failure to obtain such approval or consent would not reasonably be expected to result in a Material Adverse Effect.

C. Governmental Consents. The execution, delivery and performance by the Borrower of the Loan Documents to which it is a party and the consummation of the transactions contemplated by the Loan Documents do not and will not require any Governmental Authorization except for any Governmental Authorization required in connection with the conduct of business of the Borrower in the ordinary course.

D. Binding Obligation. Each of the Loan Documents required to be executed by the Borrower has been duly executed and delivered by the Borrower and is the legally valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles.

4.3 Financial Condition.

The Borrower has heretofore delivered or made available to the Lenders, at the Lenders’ request, the audited consolidated balance sheets, statements of income and cash flows of the Borrower and its Subsidiaries as at and for the Fiscal Year ended December 31, 2012. All such statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position (on a consolidated basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated basis) of the entities described therein for each of the periods then ended. Neither

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the Borrower nor any of its Subsidiaries has any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment not incurred in the ordinary course of business that (a) as of the Closing Date, is not reflected in the Borrower’s audited consolidated balance sheets, statements of income and cash flows of the Borrower and its Subsidiaries as at and for the Fiscal Year ended December 31, 2012 or the notes thereto, or described in Schedule 6.1, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or (b) as of any Funding Date subsequent to the Closing Date, is not reflected in the most recent audited financial statements delivered to the Lenders pursuant to Subsection 5.1 or the notes thereto or permitted pursuant to Subsection 6.1 and that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

4.4 No Material Adverse Change.

Since December 31, 2012, no event or change has occurred that has resulted in or evidences, either in any case or in the aggregate, a Material Adverse Effect.

4.5 Title to Properties; Intellectual Property.

A. The Borrower and its Subsidiaries have good title or a valid leasehold interest in and to all of their respective properties and assets reflected as owned or leased in the financial statements referred to in Subsection 4.3 or in the most recent financial statements delivered pursuant to Subsection 5.1, in each case except for assets disposed of since the date of such financial statements in the ordinary course of business or as otherwise permitted under Subsection 6.7 and except for defects and irregularities that would not reasonably be expected to result in a Material Adverse Effect.

B. The Borrower and its Subsidiaries own or have the right to use, all Intellectual Property used in the conduct of their business, except where the failure to own or have such right to use in the aggregate would not reasonably be expected to result in a Material Adverse Effect. No claim has been asserted and is pending by any Person challenging or questioning the use of any Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim, except for such claims that in the aggregate would not reasonably be expected to result in a Material Adverse Effect. The use of such Intellectual Property by the Borrower and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

4.6 Litigation; Adverse Facts.

Except as set forth on Schedule 4.6, there are no Proceedings (whether or not purportedly on behalf of the Borrower or any of its Subsidiaries) at law or in equity, or before or by any court or other Government Authority (including any Environmental Claims) that are pending or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries or any property or assets of the Borrower or any of its Subsidiaries and that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries (i) is in violation of any applicable laws (including Environmental Laws) that, individually or in the aggregate, would

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reasonably be expected to result in a Material Adverse Effect, or (ii) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or other Government Authority that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

4.7 Payment of Taxes.

All federal and all other material tax returns and reports of the Borrower and its Subsidiaries required to be filed by any of them have been timely filed, and all taxes shown on such tax returns to be due and payable and all material assessments, fees and other governmental charges upon the Borrower and its Subsidiaries and upon their respective properties, assets, income, businesses and franchises that are due and payable have been paid when due and payable, except to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect and excluding any such tax, assessment, charge or claim being contested in good faith by appropriate proceedings, so long as (i) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (ii) in the case of a tax, assessment, charge or claim which has or may become a Lien against any of the properties or assets of the Borrower or its Subsidiaries, the Lien is not being enforced by foreclosure or sale of any portion of such properties or assets to satisfy such charge or claim or is otherwise permitted by this Agreement.

4.8 Governmental Regulation; Licenses.

Neither the Borrower nor any of its Subsidiaries is subject to regulation under the Investment Company Act of 1940 or under any other federal or state statute or regulation which would reasonably be expected to limit its ability to incur the Obligations or which may otherwise render all or any portion of the Obligations unenforceable. Each of the Borrower and each of its Subsidiaries possesses all licenses, registrations and authorizations from and with any Government Authority, Self-Regulatory Organization or securities exchange, necessary or material to the conduct of its business as now or presently proposed to be conducted. Edward Jones is (a) duly registered with the Commission as a broker-dealer under the Exchange Act, (b) a member in good standing of the FINRA, (c) not in arrears in regard to any assessment made upon it by the SIPC and (d) has received no notice from the Commission, FINRA, FDIC, MSRB, FDIC or any other Government Authority, Self-Regulatory Organization or securities exchange of any alleged rule violation or other circumstance which could reasonably be expected to have a Material Adverse Effect.

4.9 Securities Activities.

A. The Borrower is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock.

B. Neither the making of any Loan hereunder or the use of the proceeds thereof will violate or be inconsistent with the provisions of Regulation T, Regulation U or Regulation X.

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C. Following the application of the proceeds of any Loan, less than 25% of the value of the assets of the Borrower and its Subsidiaries which are subject to any limitation on sale, pledge or other restriction hereunder taken as a whole have been, and will continue to be, represented by Margin Stock.

4.10 Employee Benefit Plans.

A. The Borrower, each of its Subsidiaries and each of their respective ERISA Affiliates are in material compliance with all applicable provisions and requirements of ERISA and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan. To the knowledge of the Borrower and each of its Subsidiaries, each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code is so qualified.

B. No ERISA Event has occurred and is continuing or is reasonably expected to occur.

C. No Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates except (i) to the extent required under Section 4980B of the Internal Revenue Code, or (ii) otherwise, the payment or nonpayment of which would not reasonably be expected to result in a Material Adverse Effect.

D. None of the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates sponsor or contribute to, or have ever sponsored or contributed to, any Pension Plan or Multiemployer Plan, other than defined contribution plans of Affiliates of the Borrower (other than its Subsidiaries) where the applicable defined contributions, if not made, would not reasonably be expected to result in a Material Adverse Effect.

4.11 Environmental Protection.

Neither the Borrower nor any of its Subsidiaries has received any notice to the effect that its operations are not in compliance with any of the requirements of applicable Environmental Laws or are the subject of any federal or state investigation evaluating whether any remedial action is needed to respond to a release of any Hazardous Materials into the environment, which non-compliance or remedial action, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. The Borrower’s and each of its Subsidiaries’ use and operation of its facilities and properties is in compliance with all Environmental Laws except for such non-compliance which, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. All necessary permits, approvals, certificates, licenses and other authorizations relating to environmental matters of the Borrower and its Subsidiaries are in effect and the Borrower and its subsidiaries are in compliance therewith, except where the failure to keep or comply with such permits, approvals, certificates, licenses or other authorizations would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Borrower and its Subsidiaries handle all Hazardous Materials in compliance with all applicable Environmental Laws, except for any non-compliance that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

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4.12 Solvency.

After giving effect to the transactions contemplated hereby and the incurrence of any Obligations hereunder from time to time, the Borrower is Solvent.

4.13 Disclosure.

No representation or warranty of the Borrower or any of its Subsidiaries contained in the Confidential Information Memorandum dated October, 2013, or in any Loan Document or in any other document, certificate or written statement furnished to the Lenders by or on behalf of the Borrower or any of its Subsidiaries for use in connection with the transactions contemplated by this Agreement, nor any of the reports, financial statements, certificates and other information required to be furnished pursuant to Subsection 5.1 after the Closing Date (other than financial statements of any Target delivered to the Administrative Agent), as of the date furnished contains any untrue statement of a material fact or omits to state a material fact (known to the Borrower, in the case of any information not furnished by it) necessary in order to make the statements contained herein or therein not misleading in light of the circumstances in which the same were made. Any projections and pro forma financial information contained in such materials were based upon good faith estimates and assumptions believed by the Borrower to be reasonable at the time made, it being recognized by the Administrative Agent and the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results and that such differences may be material. There are no facts known (or which should upon the reasonable exercise of diligence be known) to the Borrower that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect and that have not been disclosed herein or in such other documents, certificates and statements furnished to the Lenders for use in connection with the transactions contemplated hereby.

4.14 Foreign Assets Control Regulations, etc.

Neither the making of the Loans to the Borrower nor its use of the proceeds thereof will (i) violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Department of State or the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto, or (ii) be unlawfully used directly or indirectly to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Country. Without limiting the foregoing, neither the Borrower nor any of its Subsidiaries or Affiliates, nor any officer or director thereof, (a) is an “enemy” or an “ally of the enemy” within the meaning of Section 2 of the Trading with the Enemy Act of the United States (50 U.S.C. App. §§ 1 et seq.), (b) is a Sanctioned Person, or (c) (x) is or will become a Person whose property or interests in property are blocked pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), or (y) engages or will engage in any dealings or transactions, or be otherwise associated, with

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any such Person. The Borrower and its Subsidiaries and Affiliates are in compliance, in all material respects, with all Anti-Corruption Laws, the Patriot Act, the Trading with the Enemy Act, and any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V) and any enabling legislation or executive order relating thereto.

SECTION 5. AFFIRMATIVE COVENANTS

The Borrower covenants and agrees that, so long as any of the Commitments hereunder shall remain in effect and until payment in full of all of the Loans and other Obligations (other than Unasserted Obligations), unless the Requisite Lenders shall otherwise give consent, the Borrower shall perform, and shall cause each of its Subsidiaries to perform, all covenants in this Section 5.

5.1 Financial Statements and Other Reports.

The Borrower will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of consolidated financial statements of the Borrower and its Subsidiaries in conformity with GAAP. The Borrower will deliver, or cause to be delivered or, in the case of Subsections 5.1(ii), (iii) and (vi) below, will make available in the manner described in clause (xiv) below, to the Administrative Agent for the benefit of the Lenders:

(i) Events of Default, etc.: promptly upon any Officer of the Borrower obtaining knowledge (A) of any condition or event that constitutes an Event of Default or a Potential Event of Default, (B) that any Person has given any notice to the Borrower or any of its Subsidiaries or taken any other action with respect to a claimed default or event or condition of the type referred to in Subsection 7.2 or (C) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an Officer’s Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Event of Default, Potential Event of Default, default, event or condition and what action the Borrower has taken, is taking and proposes to take with respect thereto;

(ii) Quarterly Financials: (a) as soon as available and in any event within 50 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, the consolidated balance sheets of the Borrower and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of operations and cash flows (including all required footnotes thereto) of the Borrower and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and prepared by the Borrower in accordance with GAAP and certified by the chief financial officer of the Borrower that they fairly present, in all material respects, the financial condition of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments and the absence

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of footnote disclosure, and (b) with respect to the first three Fiscal Quarters of each Fiscal Year, the management’s discussion and analysis incorporated into the Borrower’s Form 10-Q delivered for such Fiscal Quarter or, if no such discussion and analysis has been delivered, a narrative report describing the operations of the Borrower and its Subsidiaries in the form prepared for presentation to senior management for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter; it being understood and agreed that the delivery or availability of the Borrower’s Form 10-Q, if required, promptly following the filing thereof with the Commission shall satisfy the delivery requirements set forth in this clause (subject to the time periods set forth in this clause (ii));

(iii) Year-End Financials: as soon as available and in any event within 95 days after the end of each Fiscal Year, (a) the consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations and cash flows (including all required footnotes thereto) of the Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, all in reasonable detail and prepared by the Borrower in accordance with GAAP and certified by the chief financial officer of the Borrower that they fairly present, in all material respects, the consolidated financial condition of the Borrower and its Subsidiaries as at the dates indicated and the consolidated results of their operations and their cash flows for the periods indicated, (b) the management’s discussion and analysis incorporated in the Borrower’s Form 10-K delivered for such Fiscal Year or, if no such 10-K has been delivered, a narrative report describing the operations of the Borrower and its Subsidiaries in the form prepared for presentation to senior management for such Fiscal Year, and (c) in the case of all such consolidated financial statements, a report and opinion thereon of PricewaterhouseCoopers LLP or any other independent certified public accountants of recognized national standing selected by the Borrower, and reasonably satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with audit standards of the Public Company Accounting Oversight Board and applicable Securities Laws unqualified as to the scope of the audit or the ability of the Borrower and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Borrower and its Subsidiaries as at the dates indicated and the consolidated results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with, if applicable, the audit standards of the Public Company Accounting Oversight Board and otherwise in accordance with generally accepted auditing standards; and it being understood and agreed that the delivery or availability of the Borrower’s Form 10-K, if required, promptly after the filing thereof with the Commission shall satisfy the requirements set forth in this clause (subject to the time periods set forth in this clause (iii));

(iv) Compliance Certificates: together with each delivery of financial statements pursuant to subdivisions (ii) and (iii) above, (a) an Officer’s Certificate of the

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Borrower stating that the signer or signers (in each case in such Person’s capacity as an Officer and not in any individual capacity) have reviewed the terms of this Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of the Borrower and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers (in each case in such Person’s capacity as an Officer and not in any individual capacity) do not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Borrower has taken, is taking and proposes to take with respect thereto and (b) a Compliance Certificate demonstrating in reasonable detail compliance at the end of the applicable accounting periods with the restrictions contained in Subsection 6.6.

(v) Accountants’ Reports: promptly upon receipt thereof (unless restricted by applicable professional standards), copies of all reports submitted to the Borrower by independent certified public accountants in connection with each annual, interim or special audit of the financial statements of the Borrower and its Subsidiaries made by such accountants;

(vi) SEC Filings: promptly upon their becoming publicly available, copies of any reports on Forms 10-Q, 10-K and 8-K, and, in each case, any equivalent documents, filed by the Borrower or any of its Subsidiaries with any securities exchange or with the Commission or any governmental or private regulatory authority;

(vii) Litigation or Other Proceedings: promptly upon any Officer of the Borrower obtaining knowledge of (a) the institution of, any Proceeding against or affecting the Borrower or any of its Subsidiaries or any property or assets of the Borrower or any of its Subsidiaries not previously disclosed in writing by the Borrower to the Lenders or (b) any material development in any Proceeding that, in any case:

(x) after giving effect to the coverage and policy limits of insurance policies issued to the Borrower and its Subsidiaries, would reasonably be expected to result in a Material Adverse Effect; or

(y) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the making, securing or repayment of the Obligations hereunder or the application of proceeds thereof;

written notice thereof together with such other information as may be reasonably available to the Borrower to enable the Lenders and their counsel to evaluate such matters;

(viii) ERISA Events: promptly upon an Officer of the Borrower becoming aware of the occurrence of or forthcoming occurrence of any ERISA Event, a written notice specifying the nature thereof, what action the Borrower, any of its Subsidiaries or

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any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto;

(ix) New Subsidiaries: together with each delivery of a Compliance Certificate pursuant to subdivision (iv) above with respect to the financial statements delivered pursuant to subdivision (iii) above, an updated list (containing information comparable to that required to be set forth on Schedule 4.1 with respect to the Subsidiaries of the Borrower as of the Closing Date) of all Subsidiaries of the Borrower;

(x) Insurance: as soon as practicable after any material reduction in insurance coverage maintained by the Borrower and its Subsidiaries, notice thereof to Administrative Agent specifying the changes and reasons therefor;

(xi) FOCUS Reports: as soon as practicable and in any event within 25 days after the end of each Fiscal Quarter, the FOCUS Report for such Fiscal Quarter filed by Edward Jones with the Commission;

(xii) Other Actions: as soon as possible and in any event within ten (10) days after any Officer of the Borrower learns thereof, notice of the assertion or commencement of any claim, action, litigation, suit or proceeding against or affecting the Borrower or any Subsidiary, including any investigation or proceeding commenced by the Commission, the Board, FINRA, MSRB, FDIC, OTS or any other Government Authority, Self-Regulatory Organization or securities exchange, which could reasonably be expected to have a Material Adverse Effect; and

(xiii) Other Information: with reasonable promptness, such other information and data with respect to the Borrower or any of its Subsidiaries as from time to time may be reasonably requested by the Administrative Agent. Information required to be delivered pursuant to the preceding clauses (ii), (iii) and (vi) shall be deemed to have been delivered if such information, or one or more annual, quarterly or other reports containing such information shall have been posted on the Borrower’s website on the internet or shall be available on the website of the Securities and Exchange Commission at http://www.sec.gov; provided that the Borrower shall deliver paper copies of such information to the Administrative Agent or any Lender that requests such delivery, and provided, further that such information shall only be deemed to have been delivered when posted on any such website upon notification by the Borrower to the Administrative Agent and the Lenders of such posting.

5.2 Existence, etc.

Except as permitted under Subsection 6.7, the Borrower will, and will cause each of its Subsidiaries to, at all times (a) preserve and keep in full force and effect its existence and all rights and franchises material to its business; provided, however that neither the Borrower nor any of its Subsidiaries shall be required to preserve any such rights or franchises if the Governing Body of the Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower or such Subsidiary, as the case

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may be, and that the loss thereof would not reasonably be expected to result in a Material Adverse Effect and (b) maintain all registrations, licenses, consents, approvals and authorizations from and with any Government Authority, Self-Regulatory Organization or securities exchange necessary or material to the conduct of its business.

5.3 Payment of Taxes and Claims.

The Borrower will, and will cause each of its Subsidiaries to, pay all material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any material penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any material penalty or fine shall be incurred with respect thereto, provided that no such tax, assessment, charge or claim need be paid if it is being contested in good faith by appropriate proceedings, so long as (i) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (ii) in the case of a tax, assessment, charge or claim which has or may become a Lien against any of the properties or assets of the Borrower or its Subsidiaries, the Lien is not being enforced by foreclosure or sale of any portion of such properties or assets to satisfy such charge or claim or is otherwise permitted by this Agreement.

5.4 Maintenance of Properties; Insurance.

A. Maintenance of Properties. The Borrower will, and will cause each of its Subsidiaries to, (a) maintain, preserve and protect all of its material properties (including material Intellectual Property) and equipment necessary in the operation of its business in good repair, working order and condition, ordinary wear and tear excepted and (b) make all necessary repairs thereto and renewals and replacements thereof except in each case where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

B. Insurance. The Borrower will maintain or cause to be maintained, with financially sound and reputable insurers (or through self-insurance arrangements), such public liability insurance, third party property damage insurance, business interruption insurance and casualty insurance with respect to liabilities, losses or damage in respect of the assets, properties and businesses of the Borrower and its Subsidiaries as may customarily be carried or maintained under similar circumstances by corporations of established reputation engaged in similar businesses, in each case in such amounts (giving effect to self-insurance and retentions), with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for corporations similarly situated in the industry.

5.5 Inspection Rights; Books and Records.

The Borrower shall, and shall cause each of its Subsidiaries to, permit any authorized representatives designated by the Administrative Agent (and, during the continuance of an Event of Default, any Lender) to visit and inspect any of the properties of the Borrower or of any of its Subsidiaries, to inspect, copy and take extracts from its and their financial and

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accounting records, and to discuss its and their affairs, finances and accounts with its and their Officers and independent public accountants (provided that the Borrower may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at such reasonable times during normal business hours without unreasonably interfering with the business of Borrower and its Subsidiaries up to one (1) time per twelve month period (beginning on the Closing Date) so long as no Event of Default shall have occurred and be continuing or at any time or from time to time following the occurrence and during the continuation of an Event of Default.

5.6 Compliance with Laws, etc.

The Borrower shall comply, and shall cause each of its Subsidiaries to comply, with the requirements of all applicable laws, statutes, and rules, regulations, orders and decrees or restrictions of any Government Authority, Self-Regulatory Organization or securities exchange having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties (including, without limitation, the Exchange Act, the Advisers Act, the Investment Company Act, the CEA, Environmental Laws, and the applicable rules and regulations of the Commission, the Board, FINRA, MSRB, FDIC and OTS), except where the failure to so comply could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. Without limiting the foregoing, the Borrower and its Subsidiaries shall comply in all material respects with all applicable capital requirements of all Government Authorities (including, without limitation, Rule 15c3-1 and OTS capital requirements).

5.7 Environmental Matters.

The Borrower will, and will cause each of its Subsidiaries to:

(a) use and operate all of its facilities and properties in compliance with all Environmental Laws except for such non-compliance which, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, keep all necessary permits, approvals, certificates, licenses and other authorizations relating to environmental matters in effect and remain in compliance therewith, except where the failure to keep such permits, approvals, certificates, licenses or other authorizations, or any non-compliance with the provisions thereof would not reasonably be expected to result in a Material Adverse Effect, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except for any non-compliance that would not reasonably be expected to result in a Material Adverse Effect;

(b) promptly notify the Administrative Agent and provide copies upon receipt of all written claims, complaints and notices of violation from any local, state or federal governmental agency relating to the condition of its facilities and properties or compliance with Environmental Laws which would reasonably be expected to result in a Material Adverse Effect, and shall promptly cure and have dismissed with prejudice, or contest in good faith, any actions and proceedings relating to compliance with Environmental Laws the result of which, if not contested by the Borrower, would reasonably be expected to result in a Material Adverse Effect; and

(c) provide such non-confidential information and certifications which the Administrative Agent may reasonably request from time to time to evidence compliance with this Subsection 5.7.

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5.8 Foreign Assets Control Regulations, Anti-Corruption Laws.

The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with all Anti-Corruption Laws, the Patriot Act, the Trading with the Enemy Act, and any of the foreign assets control regulations of the United States Department of State or the United States Treasury Department (31 CFR, Subtitle B, Chapter V) and any enabling legislation or executive order relating thereto.

SECTION 6. NEGATIVE COVENANTS

The Borrower covenants and agrees that, so long as any of the Commitments hereunder shall remain in effect and until payment in full of all of the Loans and other Obligations (other than Unasserted Obligations), unless the Requisite Lenders shall otherwise give consent, the Borrower shall perform, and shall cause each of its Subsidiaries to perform, all covenants in this Section 6.

6.1 Indebtedness.

The Borrower shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or guaranty, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except:

(i) (A) Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with dispositions of properties or assets or with purchases of properties or assets and (B) Contingent Obligations in respect of (1) any Indebtedness permitted pursuant to this Subsection 6.1 (other than clause (xii) below) or (2) any obligation of the Borrower or any of its Subsidiaries not constituting Indebtedness incurred in a transaction that is not prohibited by this Agreement or any of the other Loan Documents;

(ii) Indebtedness owed by (A) any Subsidiary to the Borrower and (B) any Subsidiary to any other Subsidiary;

(iii) Indebtedness described in Schedule 6.1, together with any refinancing, refunding, renewal, modification, extension or replacement thereof; provided that (A) the principal amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (B) the final maturity date and weighted average life of such refinancing,

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refunding, renewal or extension shall not be prior to the Revolving Loan Commitment Termination Date unless the maturity date of the existing Indebtedness being refinanced was already prior to the Revolving Loan Commitment Termination Date;

(iv) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets in the ordinary course of business, including Capital Leases and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness to the extent not increasing the outstanding principal amount thereof or resulting in an earlier maturity date or decreasing the weighted average life thereof; provided that (A) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (B) the principal amount of Indebtedness secured by any such Lien shall at no time exceed the original purchase price of such property at the time it was acquired;

(v) Indebtedness of a Person existing at the time such Person became a Subsidiary or assets were acquired from such Person in connection with an Investment permitted pursuant to Subsection 6.3, to the extent that (A) such Indebtedness was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or the acquisition of such assets, respectively, and (B) the aggregate outstanding principal amount of such Indebtedness does not exceed $25,000,000 at any time outstanding;

(vi) obligations in respect of Swap Contracts to the extent such agreements are entered into in the ordinary course of business and not for speculative purposes;

(vii) Indebtedness arising from the honoring of a bank or other financial institution of a check, draft or other similar instrument drawn against insufficient funds in the ordinary course of business;

(viii) obligations of any Subsidiary of the Borrower in respect of performance bonds and completion, guarantee, surety and similar bonds, in each case obtained in the ordinary course of business to support statutory and contractual obligations (other than Indebtedness) arising in the ordinary course of business;

(ix) committed and uncommitted bank lines of credit with maturities of one year or less incurred by Edward Jones and used by Edward Jones to facilitate its broker-dealer business;

(x) other Mortgage Indebtedness;

(xi) Contingent Obligations of any Subsidiary of the Borrower in respect of the headquarters lease of the former UK Subsidiary known as Edward Jones Limited;

(xii) Indebtedness in the form of notes co-issued by the Borrower and one or more Co-Issuer Subsidiaries in an aggregate principal amount not to exceed $500,000,000 at any time outstanding; and

(xiii) Indebtedness not otherwise permitted by this Subsection 6.1 in an aggregate principal amount not to exceed $25,000,000 at any time outstanding.

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6.2 Liens and Related Matters.

A. Prohibition on Liens. The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts) of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, except:

(i) Permitted Encumbrances;

(ii) Liens described in Schedule 6.2A;

(iii) (a) Liens securing obligations incurred in connection with transactions governed by a Swap Contract to the extent permitted pursuant to Subsection 6.3;

(b) Liens on any property or assets existing at the time such property or asset was acquired (including Liens on the property or assets of any Person that becomes a Subsidiary of the Borrower that existed at the time such Person became a Subsidiary by acquisition, merger, consolidation or otherwise), which Liens were not created in contemplation of such acquisition; provided that (i) such Liens shall not extend to or cover any property or assets of any character other than the property or assets being acquired and (ii) such Liens shall secure only those obligations which such Liens secured on the date of such acquisition;

(c) Liens securing Indebtedness permitted pursuant to Subsection 6.1(iv) (or Indebtedness of the same type incurred by the Borrower) (other than any Chapter 100 Transaction obligations) upon or in any real property or equipment acquired or held by the Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness incurred solely for the purpose of financing the acquisition of such property or equipment; provided that (A) such Liens shall not extend to or cover any property or assets of any character other than the property or equipment being financed, (B) such Liens shall be created within 90 days of the acquisition of the related asset and (C) the amount of Indebtedness secured thereby is not increased;

(d) Liens (i) in favor of the Borrower made by any Subsidiary of the Borrower and (ii) in favor of a Subsidiary made by another Subsidiary;

(e) customary restrictions on transfers of assets contained in agreements related to the sale by the Borrower or the Subsidiaries of such assets pending their sale, provided that such restrictions apply only to the assets to be sold and such sale is permitted hereunder; and

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(f) Liens securing Indebtedness permitted pursuant to Subsection 6.1(ix);

(g) Liens on any real property securing Mortgage Indebtedness permitted pursuant to Subsection 6.1(x) in respect of which (i) the recourse of the holder of such Mortgage Indebtedness (whether direct or indirect and whether contingent or otherwise) under the instrument creating the Lien or providing for the Mortgage Indebtedness secured by the Lien is limited to such real property directly securing such Mortgage Indebtedness, any after-acquired property affixed thereto or incorporated therein and any proceeds or products thereof and (ii) such holder may not under the instrument creating the Lien or providing for the Indebtedness secured by the Lien collect by levy of execution or otherwise against assets or property of the Borrower or any of its Subsidiaries (other than such real property directly securing such Mortgage Indebtedness) if the Borrower or any of its Subsidiaries fails to pay such Mortgage Indebtedness when due and such holder obtains a judgment with respect thereto, except for recourse obligations that are customary in “non-recourse” real estate transactions;

(h) Liens arising in connection with any Chapter 100 Transaction;

(i) Liens on cash or deposits granted in favor of the Swing Line Lenders to cash collateralize any Defaulting Lender’s participation in Swing Line Loans; and

(j) Liens not otherwise permitted hereunder securing obligations in an aggregate principal amount not to exceed $15,000,000 at any time outstanding; and

(iv) the replacement, extension or renewal of any Lien permitted by clauses (ii), (iii)(b) and (iii)(c) above upon or in the same property subject thereto arising out of the replacement, extension or renewal of the Indebtedness secured thereby (to the extent the amount thereof is not increased).

B. No Further Negative Pledges. Neither the Borrower nor any of its Subsidiaries shall create or otherwise cause or suffer to exist or become effective any agreement prohibiting the creation or assumption of any Lien upon any of its or its Subsidiaries’ properties or assets, whether now owned or hereafter acquired, other than (i) any agreement evidencing Indebtedness secured by Liens permitted by this Agreement, as to the assets securing such Indebtedness, (ii) any agreement evidencing an asset sale, lease or license as to the assets being sold, leased or licensed, (iii) restrictions and conditions arising under this Agreement and the other Loan Documents or the Existing Indenture and the notes issued thereunder, (iv) restrictions and conditions arising under any indenture entered into by the Borrower and any Co-Issuer Subsidiary after the Closing Date in respect of one or more debt issuances by the Borrower and any Co-Issuer Subsidiary of up to $500,000,000 in the aggregate for all such debt issuances, (v) customary provisions in licenses, governmental permits, leases and other contracts restricting the assignment thereof, (vi) customary provisions in joint venture agreements relating solely to the respective Joint Venture or the Securities therein, (vii) restrictions and conditions contained in

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any agreements existing at the time of (and not created in contemplation of) the acquisition of any Person or assets (including agreements governing Indebtedness permitted pursuant to clauses (iv) and (v) of Subsection 6.1), provided that such restrictions and conditions apply only to the Person or assets so acquired, (viii) restrictions and conditions imposed by any Government Authority and (ix) restrictions under an agreement governing Indebtedness of a Foreign Subsidiary incurred in compliance with Subsection 6.1 if such restriction applies only to assets of such Foreign Subsidiary or any Subsidiary thereof.

C. No Restrictions on Subsidiary Distributions to the Borrower or Other Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by the Borrower or any other Subsidiary of the Borrower, (ii) repay or prepay any Indebtedness owed by such Subsidiary to the Borrower or any other Subsidiary of the Borrower, (iii) make loans or advances to the Borrower or any other Subsidiary of the Borrower, or (iv) transfer any of its property or assets to the Borrower or any other Subsidiary of the Borrower, except in each case (A) as provided in this Agreement, any other Loan Document or existing on the date hereof and identified on Schedule 6.2C, (B) as to transfers of assets, as may be provided in an agreement with respect to a sale, lease or license of such assets, (C) as required by law, rules or regulations of any Government Authority, (D) as to customary restrictions and conditions that waive or prohibit the subrogation of claims and/or prohibit parties to such agreements from collecting intercompany obligations customarily included in guaranty or indemnity agreements and (E) as to customary provisions in joint venture agreements relating solely to the respective Joint Venture or the Securities thereof.

6.3 Investments; Acquisitions.

The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or permit to exist any Investment in any Person, including any Joint Venture, or acquire, by purchase or otherwise, all or substantially all of the assets comprising a division or a line of business, or Capital Stock of any Person except:

(i) (A) Investments in cash or Cash Equivalents and (B) other Investments by Edward Jones made in the ordinary course of business in accordance with Rule 15c3-3;

(ii) Investments existing on the Closing Date in any Subsidiaries of the Borrower in existence as of the Closing Date and additional equity Investments made after the Closing Date (A) by a Subsidiary in another Subsidiary, (B) by a Subsidiary in the Borrower, (C) by the Borrower in Edward Jones or EDJ Leasing and (D) by the Borrower in any other Subsidiaries in an amount not to exceed $35,000,000 in the aggregate for all such Subsidiaries;

(iii) intercompany loans and advances to the extent permitted under Subsection 6.1(ii);

(iv) other Investments existing on the Closing Date and described in Schedule 6.3;

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(v) Investments in the form of promissory notes and other non-cash consideration received by the Borrower or any of its Subsidiaries in connection with any conveyances, sales, leases or sub-leases, assignments, transfers and dispositions permitted by Subsection 6.7;

(vi) transactions governed by Swap Contracts entered into in the ordinary course of business but not for speculative purposes;

(vii) Securities purchased under agreements to resell (to the extent such transactions constitute Investments);

(viii) the Borrower and its Subsidiaries may acquire, in a single transaction or series of related transactions (A) all or substantially all of the assets or a majority of the outstanding Securities entitled to vote in an election of members of the Governing Body of a Person incorporated or organized in the United States or (B) any division, line of business or other business unit of a Person that is incorporated or organized in the United States (such Person or such division, line of business or other business unit of such Person being referred to herein as the “Target”), in each case that is a type of business (or assets used in a type of business) permitted to be engaged in by the Borrower and its Subsidiaries pursuant to Subsection 6.10, so long as (1) no Event of Default or Potential Event of Default shall then exist or would exist after giving effect thereto, (2) the Borrower delivers a Compliance Certificate demonstrating that, after giving effect to such acquisition and any financing thereof on a pro forma basis as if such acquisition had been completed on the first day of the four Fiscal Quarter period ending on the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Subsection 5.1(ii) (such last day, the “test date”), the Borrower and its Subsidiaries would have been in compliance with each of the financial covenants set forth in Subsection 6.6 and (3) such acquisition shall not be a “hostile” acquisition and shall have been approved by the Governing Body and/or shareholders of the Borrower or such Subsidiary, as applicable, and Target;

(ix) Investments in Securities, whether purchased and held for resale to customers, for such Person’s own investment purposes or to fund deferred compensation liabilities for employees, in each case, in the ordinary course of business and consistent with past practice;

(x) Investments in margin loans to retail customers in the ordinary course of business and consistent with past practice;

(xi) (A) Investments in Edward Jones Mortgage, LLC and Passport Research Ltd. in existence on the Closing Date and (B) additional Investments in Joint Ventures (including Edward Jones Mortgage, LLC and Passport Research Ltd.) from and after the Closing Date in an aggregate amount not at any time to exceed $25,000,000;

(xii) Investments in Securities issued by Government Authorities with a maturity of up to ten (10) years and in an aggregate principal amount not to exceed the amount of any bond issue permitted under the terms hereof;

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(xiii) Investments by the Borrower constituting loans to the Borrower’s partners, the proceeds of which are used exclusively for the concurrent purchase of Partnership Capital;

(xiv) Investments by the Borrower permitted pursuant to Subsection 6.5(a)(v); and

(xv) other additional Investments not otherwise permitted pursuant to this Subsection 6.3 in an aggregate amount not to exceed $25,000,000 at any time.

For purposes of determining the amount of any Investment outstanding for purposes of this Subsection 6.3, such amount shall be deemed to be the amount of such Investment when made, purchased or acquired less any amount realized in respect of such Investment upon the sale, collection or return of capital (not to exceed the original amount invested).

6.4 Fiscal Year.

The Borrower shall not change its Fiscal Year-end from December 31 without prior written notice to the Administrative Agent.

6.5 Restricted Payments.

The Borrower shall not, and shall not permit any of the Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Payment so long as any Event of Default shall have occurred and be continuing or shall be caused thereby; provided, however, that:

(a) except as set forth in clause (b) below, notwithstanding the occurrence and continuance of an Event of Default, the Borrower shall be permitted to make and/or pay:

(i) distributions to its partners in order for each of them to pay any and all foreign, federal, state or local income, employment and/or other taxes arising with respect to the income, gains or profit of the Borrower and its Subsidiaries (assuming that each partner is in the highest marginal rate for each taxing jurisdiction) (collectively, the “Tax Distributions”);

(ii) distributions to fund the repayment of principal and interest on loans incurred by the partners to make their respective capital contributions;

(iii) salaries to its partners in accordance with its Organizational Documents;

(iv) guaranteed payments to its limited partners as they come due in accordance with its Organizational Documents and not on an accelerated basis;

(v) distributions to its partners required by the Borrower’s Repurchase Obligations; and

(vi) distributions to its partners in an amount not to exceed $5,000,000 in order to pay other amounts owing to such partners;

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in each case of the foregoing clauses (i) through and including (vi), in the ordinary course of business and consistent with past practice (collectively, the “Permitted Restricted Payments”); and

(b) if an Event of Default in respect of Section 6.6B shall have occurred, no Permitted Restricted Payments (other than Tax Distributions) shall be permitted from and after the occurrence of such Event of Default and during the continuance thereof.

6.6 Financial Covenants.

A. Maximum Leverage Ratio. The Borrower shall not, at any time, permit the Leverage Ratio to be greater than thirty five percent (35%).

B. Minimum Partnership Capital. The Borrower shall maintain Partnership Capital at all times of not less than an amount equal to the sum of (i) $1,381,577,250 plus (ii) fifty percent (50%) of the Change in Partnership Capital (if positive) for each Fiscal Quarter ending after the Closing Date and on or prior to the date of determination.

6.7 Restriction on Fundamental Changes; Asset Sales.

The Borrower shall not, and shall not permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor), transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, property or assets (including its notes or receivables and Capital Stock of any Subsidiary, whether newly issued or outstanding), whether now owned or hereafter acquired, except:

(i) sales of Securities sold in the ordinary course of business;

(ii) (A) any Subsidiary of the Borrower may be merged or consolidated with or otherwise combined into the Borrower or any Wholly-Owned Subsidiary; provided that, in the case of such a merger, consolidation or other combination, the Borrower or such other Wholly-Owned Subsidiary shall be the continuing or surviving Person, (B) any Subsidiary of the Borrower may be liquidated, wound up or dissolved into the Borrower or any Wholly-Owned Subsidiary and (C) all or any part of the business, property or assets of any Subsidiary of the Borrower may be conveyed, sold, leased, sub-leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to the Borrower or any Wholly-Owned Subsidiary;

(iii) dispositions of obsolete, used, worn out or surplus property in the ordinary course of business;

(iv) sales or dispositions of shares of Capital Stock of any of the Borrower’s Subsidiaries in order to qualify members of the Governing Body of such Subsidiary if required by applicable law;

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(v) any Person may be merged or consolidated with or otherwise combined into the Borrower or any Subsidiary if the acquisition of the Capital Stock of such Person by the Borrower or such Subsidiary would have been permitted pursuant to Subsection 6.3; or all or any part of such Person’s business, property or assets may be conveyed, sold, leased, sub-leased, transferred or otherwise disposed of, in one transaction or a series of transactions to a Borrower or a Subsidiary, provided that (a) in the case of the Borrower, the Borrower shall be the continuing or surviving Person, (b) if a Subsidiary is not the surviving or continuing Person, the surviving Person becomes a Subsidiary and (c) no Potential Event of Default or Event of Default shall have occurred or be continuing after giving effect thereto;

(vi) sales, transfers and asset swaps in the ordinary course of business that are described in Schedule 6.7;

(vii) sale and leaseback transactions permitted under Subsection 6.9;

(viii) the lease, sub-lease, license, sublicense or other transfer of real or personal property (including Intellectual Property) in the ordinary course of business in accordance with past practices;

(ix) any Subsidiary of the Borrower may enter into and consummate any Chapter 100 Transactions;

(x) sales or dispositions of assets or Capital Stock of Edward Jones Trust Co. and/or Edward Jones (Ontario Limited Partnership); and

(xi) additional conveyances, sales, leases or sub-leases (as lessor or sublessor), transfers or other dispositions of assets not otherwise permitted by this Subsection 6.7 in any Fiscal Year of assets having a fair market value, as of the date of any such transaction, in an aggregate amount for such Fiscal Year not to exceed ten percent (10%) of Partnership Capital as of the first day of such Fiscal Year.

6.8 Transactions with Affiliates.

The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or assets or the rendering of any service) of any kind with any Affiliate of the Borrower except (a) in the ordinary course of business of the Borrower or the applicable Subsidiary at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm’s length basis for unrelated third parties; (b) transactions between or among the Borrower and its Wholly-Owned Subsidiaries or between or among Wholly-Owned Subsidiaries of the Borrower; (c) transactions permitted pursuant to Subsections 6.1, 6.3, 6.5 or 6.7; (d) payment of customary fees and expenses to members of the board of directors of the Borrower and its Subsidiaries in the ordinary course of business; (e) payment of employee compensation in the ordinary course of business to any Affiliate who is an individual in such Person’s capacity as an officer, employee or consultant of the Borrower or any of its Subsidiaries; and (f) transactions existing on the date hereof identified on Schedule 6.8.

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6.9 Sale and Lease-Backs.

Except as set forth on Schedule 6.9 hereto, the Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease (including a Capital Lease), of any property (whether real, personal or mixed), whether now owned or hereafter acquired, that the Borrower or any of its Subsidiaries sells or transfers or is to sell or transfer to any other Person (other than the Borrower or any of its Subsidiaries); provided that (i) the Borrower and its Subsidiaries may become and remain liable as lessee, guarantor or other surety with respect to any such lease if and to the extent that the Borrower or any of its Subsidiaries would be permitted to enter into, and remain liable under, such lease to the extent that the transaction would be permitted under Subsection 6.1, as if the sale and lease-back transaction constituted Indebtedness in a principal amount equal to the gross proceeds of the sale and (ii) any Subsidiary of the Borrower may enter into the transactions contemplated by Subsection 6.7(ix).

6.10 Conduct of Business.

From and after the Closing Date, the Borrower shall not, and shall not permit any of its Subsidiaries to, engage in any businesses that are material to the Borrower and its Subsidiaries, taken as a whole, other than the businesses engaged in by the Borrower and its Subsidiaries on the Closing Date, and businesses reasonably related, complementary, ancillary or incidental thereto.

6.11 Limitations on Co-Issuer Subsidiaries.

The Borrower shall not permit any Co-Issuer Subsidiary to (a) hold any assets other than non-material assets, (b) have any liabilities other than Indebtedness permitted pursuant to Subsection 6.1(xii) or (c) engage in any activities or business other than acting as a co-issuer with the Borrower of Indebtedness permitted pursuant to Subsection 6.1(xii).

6.12 Foreign Assets Control Regulations, Anti-Corruption Laws.

The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, use any Loans or the proceeds of any Loans, or lend, contribute or otherwise make available such Loans or the proceeds of any Loans to any Person, (a) to fund any activities of or business with any Person, that, at the time of such funding, is a Sanctioned Person or a resident in a Sanctioned Country, or in any other manner that will result in a violation by any Person (including, without limitation, the Administrative Agent, the Swing Line Lender and each Lender) of any international economic sanction administered or enforced by the government of the United States (including, without limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority, or (b) in furtherance of an offer, payment, promise to pay or authorization of the payment or giving of money or anything else of value, to any Person in violation of any Anti-Corruption Laws.

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SECTION 7. EVENTS OF DEFAULT

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

7.1 Failure to Make Payments When Due.

Failure of the Borrower to pay any principal of any Loan when due, whether at stated maturity, by acceleration, by notice of voluntary prepayment, by mandatory prepayment or otherwise; or failure by the Borrower to pay any interest on any Loan or any fee or any other Obligation within three (3) Business Days after the date due; or

7.2 Default in Other Agreements.

(i) Failure of the Borrower or any of its Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of Indebtedness (other than Indebtedness referred to in Subsection 7.1) with an outstanding principal amount of at least $25,000,000 for any one item of Indebtedness or for multiple items of Indebtedness in the aggregate, in each case beyond the end of any grace period provided therefor; or

(ii) breach or default by the Borrower or any of its Subsidiaries with respect to any agreement or condition relating to Indebtedness with an outstanding principal amount of at least $25,000,000 for any one item of Indebtedness or for multiple items of Indebtedness in the aggregate, or contained in any instrument or agreement evidencing, securing or relating thereto or any other event shall occur or condition exist, the effect of which breach, default, event or condition is to cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders) to cause, such Indebtedness to become or be declared due and payable prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be (with all notices provided for therein having been given and all grace periods provided for therein having lapsed, such that no further notice or passage of time is required in order for such holders or such trustee to exercise such right, other than notice of their or its election to exercise such right); or

7.3 Breach of Certain Covenants.

Failure of the Borrower to perform or comply with any term or condition contained in Subsection 2.5, 5.1(i), 5.2 or Section 6 (other than Subsection 6.4) of this Agreement; or

7.4 Breach of Warranty.

Any representation, warranty or certification made by the Borrower or any of its Subsidiaries in any Loan Document or in any certificate at any time given by the Borrower or any of its Subsidiaries in writing pursuant hereto or thereto or in connection herewith or therewith (i) that is subject to materiality qualifications shall be incorrect or misleading in any respect when made or deemed made or (ii) that is not subject to materiality qualifications shall be incorrect or misleading in any material respect when made or deemed made; or

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7.5 Other Defaults Under Loan Documents.

The Borrower or any of its Subsidiaries shall default in the performance of or compliance with any term contained in this Agreement or any of the other Loan Documents, other than any such term referred to or covered in any other Subsection of this Section 7, and such default shall not have been remedied or waived within 30 days after receipt by the Borrower or such Subsidiary of notice from the Administrative Agent or any Lender of such default; or

7.6 Involuntary Bankruptcy; Appointment of Receiver, etc.

(i) A court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Borrower or any of its Subsidiaries in an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal or state law; or

(ii) an involuntary case shall be commenced against the Borrower or any of its Subsidiaries under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, conservator, custodian or other officer having similar powers over the Borrower or any of its Subsidiaries, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of the Borrower or any of its Subsidiaries for all or a substantial part of the property of the Borrower or any of its Subsidiaries, and any such event described in this clause (ii) shall continue for 60 days unless dismissed, bonded or discharged; or

7.7 Voluntary Bankruptcy; Appointment of Receiver, etc.

(i) The Borrower or any of its Subsidiaries shall have an order for relief entered with respect to it or commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or the Borrower or any of its Subsidiaries shall make any assignment for the benefit of creditors; or

(ii) the Borrower or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the Governing Body of the Borrower or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to in clause (i) above or this clause (ii); or

7.8 Judgments and Attachments.

Any money judgment, writ or warrant of attachment, execution or similar process involving in the aggregate at any time an amount in excess of $25,000,000 to the extent not adequately covered by insurance as to which a solvent and unaffiliated insurance company has

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acknowledged coverage, shall be entered or filed against the Borrower or any of its Subsidiaries or any of their respective assets and shall remain undischarged, unvacated, unbonded or unstayed for a period of 60 days (or in any event later than five (5) days prior to the date of any proposed sale thereunder); or

7.9 Dissolution.

Any order, judgment or decree shall be entered against the Borrower or any of its Subsidiaries decreeing the dissolution or split up of the Borrower or such Subsidiary in a manner not permitted under Subsections 5.2 or 6.7, and such order shall remain undischarged or unstayed for a period in excess of 30 days; or

7.10 Employee Benefit Plans.

There shall occur one or more ERISA Events that individually or in the aggregate result in or would reasonably be expected to result in a Material Adverse Effect; or there shall exist an amount of unfunded benefit liabilities (as reported in the Borrower’s most recent Form 5500), individually or in the aggregate for all Pension Plans to which the Borrower or any of its Subsidiaries has contributed (excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), which would reasonably be expected to result in a Material Adverse Effect; or

7.11 Change in Control.

A Change in Control shall have occurred; or

7.12 SIPC.

The Commission or any Self-Regulatory Organization shall have notified the SIPC pursuant to Section 5(a)(1) of the SIPA of facts which lead it to reasonably believe that the Borrower or any Subsidiary thereof is in or is approaching financial difficulty, or the SIPC shall file an application for a protective decree with respect to the Borrower or any of its Subsidiaries under Section 5(a)(3) of the SIPA; or

7.13 Broker-Dealer License.

The Commission or other Government Authority shall revoke or suspend the license or authorization of any Subsidiary of the Borrower under Federal or Missouri state law (or any other state in which five percent (5%) or more of securities trade revenue is generated) to conduct business as a securities broker-dealer (and such license or authorization shall not be reinstated within five days), or any Subsidiary of the Borrower shall be suspended or expelled from membership in the FINRA or any other Self-Regulatory Organization or securities exchange; or

7.14 Invalidity of Loan Documents; Repudiation of Obligations.

At any time after the execution and delivery thereof, (i) any Loan Document or any provision thereof, for any reason other than the satisfaction in full of all Obligations, shall

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cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void, (ii) the Borrower or any of its Subsidiaries shall contest the validity or enforceability of any Loan Document or any provision thereof in writing, or (iii) the Borrower shall deny in writing that it has any further liability, including with respect to future advances by the Lenders, under any Loan Document or any provision thereof;

THEN (i) upon the occurrence of any Event of Default described in Subsection 7.6 or 7.7 in respect of the Borrower or any of its Subsidiaries, (a) the Commitment shall be terminated and the obligation of each Lender to make any Loan hereunder shall thereupon terminate and (b) the unpaid principal amount of and accrued interest on the Loans and all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by the Borrower, and (ii) upon the occurrence and during the continuation of any other Event of Default, the Administrative Agent shall, upon the written request or with the written consent of the Requisite Lenders, by written notice to the Borrower, declare all or any portion of the amounts described in clauses (a) and (b) above to be, and the same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any Loan hereunder shall thereupon terminate; provided that the foregoing shall not affect in any way the obligations of the Lenders to purchase assignments of any unpaid Swing Line Loans as provided in Subsection 2.1A(ii).

Notwithstanding anything contained in the preceding paragraph, if at any time within 60 days after an acceleration of the Loans pursuant to clause (ii) of the preceding paragraph the Borrower shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Subsection 9.6, then the Requisite Lenders, by written notice to the Borrower, may at their option rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind the Lenders to a decision which may be made at the election of the Requisite Lenders, and such provisions shall not at any time be construed so as to grant the Borrower the right to require the Lenders to rescind or annul any acceleration hereunder or to preclude the Administrative Agent or the Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in this paragraph are met.

SECTION 8. ADMINISTRATIVE AGENT

8.1 Appointment. Wells Fargo is hereby appointed the Administrative Agent hereunder and under the other Loan Documents. Each Lender hereby authorizes the Administrative Agent to act as its agent in accordance with the terms of this Agreement and the other Loan Documents. Wells Fargo agrees to act upon the express conditions contained in this Agreement and the other Loan Documents, as applicable. The provisions of this Section 8 are solely for the benefit of the Administrative Agent and the Lenders and neither the Borrower nor

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any of its Subsidiaries shall have rights as a third party beneficiary of any of the provisions hereof, except that the Borrower shall be a third party beneficiary of Subsections 8.5A, 8.5B and 8.6 and shall be entitled to enforce its rights thereunder. In performing its functions and duties under this Agreement, the Administrative Agent (other than as provided in Subsection 2.1D) shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

8.2 Powers and Duties; General Immunity.

A. Powers; Duties Specified. Each Lender irrevocably authorizes the Administrative Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Loan Documents as are specifically delegated or granted to the Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. The Administrative Agent shall have only those duties and responsibilities that are expressly specified in this Agreement and the other Loan Documents. The Administrative Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. The Administrative Agent shall not have, by reason of this Agreement or any of the other Loan Documents, a fiduciary relationship in respect of any Lender or the Borrower; and nothing in this Agreement or any of the other Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon the Administrative Agent any obligations in respect of this Agreement or any of the other Loan Documents except as expressly set forth herein or therein.

B. No Responsibility for Certain Matters. The Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of the Borrower or any other Person liable for the payment of any Obligations, nor shall the Administrative Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Potential Event of Default.

C. Exculpatory Provisions. None of the Administrative Agent, Bank of America, N.A., as Syndication Agent, Fifth Third Bank, JPMorgan Chase Bank, N.A. and U.S. Bank National Association, as the Documentation Agents (collectively, the “Agents” and each an “Agent”) nor any of their respective officers, directors, employees or agents shall be liable to the Lenders for any action taken or omitted by such Agent under or in connection with any of the Loan Documents except to the extent caused by such Agent’s gross negligence or willful misconduct. Each Agent shall be entitled to refrain from any discretionary act or the taking of any discretionary action (including the failure to take an action) in connection with this Agreement or any of the other Loan Documents or from the exercise of any power, discretion or

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authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from the Requisite Lenders (or such other Lenders as may be required to give such instructions under Subsection 9.6) and, upon receipt of such instructions from the Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be required to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution), instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for the Borrower and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Requisite Lenders (or such other Lenders as may be required to give such instructions under Subsection 9.6).

D. Administrative Agent Entitled to Act as Lender. The agency hereby created shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon, the Administrative Agent in its individual capacity as a Lender hereunder. The term “Lender” or “Lenders” or any similar term shall, unless the context clearly otherwise indicates, include the Administrative Agent in its individual capacity. The Administrative Agent and its Affiliates may accept deposits from, lend money to, acquire equity interests in and generally engage in any kind of commercial banking, investment banking, trust, financial advisory or other business with the Borrower or any of its Affiliates as if it were not performing the duties specified herein, and may accept fees and other consideration from the Borrower for services in connection with this Agreement and otherwise without having to account for the same to the Lenders.

8.3 Independent Investigation by Lenders; No Responsibility For Appraisal of Creditworthiness.

Each Lender agrees that it has made its own independent investigation of the financial condition and affairs of the Borrower and its Subsidiaries in connection with the making of the Loans hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower and its Subsidiaries. The Administrative Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and the Administrative Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders.

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8.4 Right to Indemnity.

Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent and its officers, directors, employees, agents, attorneys, professional advisors and Affiliates (collectively, the “Agent Indemnitees”) to the extent that any such Person shall not have been reimbursed by the Borrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable counsel fees and disbursements and fees and disbursements of any financial advisor engaged by the Administrative Agent) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent or such other Person in exercising the powers, rights and remedies of the Administrative Agent or performing duties of the Administrative Agent hereunder or under the other Loan Documents or otherwise in its capacity as the Administrative Agent in any way relating to or arising out of this Agreement or the other Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any Agent Indemnitee resulting solely from that Agent Indemnitee’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative Agent or any other such Person for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

8.5 Resignation of the Administrative Agent; Successor Administrative Agent and Swing Line Lender.

A. Resignation; Successor Administrative Agent. The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders and the Borrower. Upon any such notice of resignation by the Administrative Agent, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to the Borrower, to appoint a successor Administrative Agent, with such appointment subject, so long as no Event of Default shall have occurred and be continuing, to prior approval of the Borrower (such approval not to be unreasonably withheld or delayed). If no such successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent with such appointment subject, so long as no Event of Default shall have occurred and be continuing, to prior approval of the Borrower (such approval not to be unreasonably withheld or delayed). If the Administrative Agent shall notify the Lenders and the Borrower that no Person has accepted such appointment as successor Administrative Agent, such resignation shall nonetheless become effective in accordance with the Administrative Agent’s notice and (i) the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents, and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by, to or through each Lender directly, until such time as the Requisite Lenders appoint a successor Administrative Agent in accordance with this Subsection 8.5A. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement (if not already discharged as set forth above). After the

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Administrative Agent’s resignation hereunder, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement.

B. Successor Swing Line Lender. Any resignation of the Administrative Agent pursuant to Subsection 8.5A shall also constitute the resignation of Wells Fargo or its successor as the Swing Line Lender, and any successor Administrative Agent appointed pursuant to Subsection 8.5A shall, upon its acceptance of such appointment, become the successor Swing Line Lender for all purposes hereunder. In the events described in the preceding sentence, (i) the Borrower shall at the effective time of such resignation prepay any outstanding Swing Line Loans made by the retiring Administrative Agent, in its capacity as Swing Line Lender, (ii) upon such prepayment, the retiring Administrative Agent shall surrender any Swing Line Note held by it to the Borrower for cancellation, and (iii) if so requested by the successor Administrative Agent in accordance with Subsection 2.1E, the Borrower shall issue a Swing Line Note to the successor Administrative Agent substantially in the form of Exhibit IV, in the amount of the Swing Line Loan Subfacility then in effect and with other appropriate insertions.

8.6 Administrative Agent May File Proofs of Claim.

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower or any of the Subsidiaries of the Borrower, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(i) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Loans and any other Obligations that are owing and unpaid and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their agents and counsel and all other amounts due the Lenders and the Administrative Agent under Subsections 2.3 and 9.2) allowed in such judicial proceeding, and

(ii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Subsections 2.3 and 9.2.

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Nothing herein contained shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lenders or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

8.7 No Other Duties, etc. Anything herein to the contrary notwithstanding, none of the syndication agents, documentation agents, co-agents, book manager, lead manager, arranger, lead arranger or co-arranger listed on the cover page or signature pages hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender hereunder.

SECTION 9. MISCELLANEOUS

9.1 Successors and Assigns; Assignments and Participations in Loans.

A. General. This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and the successors and assigns of the Lenders and the successors and permitted assigns of the Borrower (it being understood that the Lenders’ and the Borrower’s rights of assignment are subject to the further provisions of this Subsection 9.1). Neither Borrower’s rights nor obligations hereunder nor any interest therein may be assigned or delegated by the Borrower without the prior written consent of all Lenders (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Anything contained herein to the contrary notwithstanding, except as provided in Subsection 2.1A(ii) and Subsection 9.5, the Swing Line Loan Subfacility and the Swing Line Loans of the Swing Line Lender may not be sold, assigned or transferred as described below to any Person other than to the extent contemplated by Subsection 8.5. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Affiliates of each of the Administrative Agent and the Lenders and the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

B. Assignments.

(i) Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 and in increments of $1,000,000 in excess thereof, unless the Administrative Agent otherwise consents (such consent not to be unreasonably withheld or delayed), provided that simultaneous assignments to or by two or more related Funds shall be treated as one assignment for purposes of this clause (a), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations

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under this Agreement with respect to the Loan or the Commitment assigned; and any assignment of all or any portion of a Revolving Loan Commitment or Revolving Loan shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment or Revolving Loans, (c) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 (which fee may be waived by the Administrative Agent in its sole discretion), and the Eligible Assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent information reasonably requested by the Administrative Agent, including forms, certificates or other information in compliance with Subsection 2.7B(iv), and (d) except in the case of an assignment to another Lender, an Affiliate of a Lender or an Approved Fund of a Lender, the Administrative Agent, the Swing Line Lender and, if no Event of Default or Potential Event of Default has occurred and is continuing, the Borrower, shall have consented thereto (which consent shall not be unreasonably withheld).

Upon such execution, delivery and consent, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under Subsection 9.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to the Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with Subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit III or Exhibit IV, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in Subsection 2.1A(ii) and Subsection 9.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Subsection 9.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Subsection 9.1C.

(ii) Acceptance by Administrative Agent; Recordation in Register. Upon its receipt of an Assignment Agreement executed by an assigning Lender and an assignee representing that it is an Eligible Assignee, together with the processing and recordation fee referred to in Subsection 9.1B(i) and any forms, certificates or other evidence with respect to United States federal income tax withholding matters that such assignee may be required to deliver to the Administrative Agent pursuant to Subsection 2.7B(iv), the Administrative Agent shall, if the Administrative Agent, the Swing Line Lender and the Borrower have consented to the assignment evidenced thereby (in each case to the extent such consent is required pursuant to Subsection 9.1B(i)), (a) accept such Assignment

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Agreement by executing a counterpart thereof as provided therein (which acceptance shall evidence any required consent of the Administrative Agent to such assignment), (b) record the information contained therein in the Register, and (c) give prompt notice thereof to the Borrower. The Administrative Agent shall maintain a copy of each Assignment Agreement delivered to and accepted by it as provided in this Subsection 9.1B(ii).

(iii) Deemed Consent by the Borrower. If the consent of the Borrower to an assignment or to an Eligible Assignee is required hereunder, the Borrower shall be deemed to have given its consent five (5) Business Days after the date notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower on or prior to such fifth Business Day.

C. Participations. Any Lender may, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one or more Persons (other than a natural Person or the Borrower or any of its Affiliates) in all or a portion of such Lender’s rights and/or obligations under this Agreement; provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver directly affecting (i) the extension of the scheduled final maturity date of any Loan allocated to such participation or (ii) a reduction of the principal amount of or the rate of interest payable on any Loan allocated to such participation. Subject to the further provisions of this Subsection 9.1C, the Borrower agrees that each Participant shall be entitled to the benefits of Subsections 2.6D and 2.7 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Subsection 9.1B. To the extent permitted by law, each Participant also shall be entitled to the benefits of Subsection 9.4 as though it were a Lender, provided such Participant agrees to be subject to Subsection 9.5 as though it were a Lender. A Participant shall not be entitled to receive any greater payment under Subsections 2.6D and 2.7A than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No Participant shall be entitled to the benefits of Subsection 2.7 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Subsection 2.7B(iv) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such

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commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

D. Pledges and Assignments. Any Lender may, without the consent of the Administrative Agent or the Borrower, at any time pledge or assign a security interest in all or any portion of its Loans, and the other Obligations owed to such Lender, to secure obligations of such Lender, including without limitation (A) any pledge or assignment to secure obligations to any Federal Reserve Bank and (B) in the case of any Lender that is a Fund, any pledge or assignment to any holders of obligations owed, or securities issued, by such Lender including to any trustee for, or any other representative of, such holders; provided that (i) no Lender shall be relieved of any of its obligations hereunder as a result of any such assignment or pledge and (ii) in no event shall any assignee or pledgee be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder.

E. Information. Each Lender may furnish any information concerning the Borrower and its Subsidiaries in the possession of that Lender from time to time to pledgees under Subsection 9.1D, assignees and participants (including prospective assignees and participants), in each case subject to Subsection 9.18.

F. Agreements of Lenders. Each Lender listed on the signature pages hereof hereby agrees, and each Lender that becomes a party hereto pursuant to an Assignment Agreement shall be deemed to agree, (i) that it has experience and expertise in the making of or purchasing loans such as the Loans; and (ii) that it will make or purchase Loans for its own account in the ordinary course of its business and without a view to distribution of such Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Subsection 9.1, the disposition of such Loans or any interests therein shall at all times remain within its exclusive control).

9.2 Expenses.

Whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to pay promptly (i) all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent, including reasonable fees, expenses and disbursements of counsel to the Administrative Agent, in connection with the negotiation, preparation, execution and administration of the Loan Documents and any consents, amendments, waivers or other modifications thereto and any other documents or matters; (ii) all other reasonable costs and expenses incurred by the Administrative Agent and the Joint Lead Arrangers in connection with the syndication of the Commitments; (iii) all reasonable costs and expenses, including reasonable attorneys’ fees (including allocated costs of internal counsel) and reasonable fees, costs and expenses of

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accountants, advisors and consultants, incurred by the Administrative Agent and its counsel at any time when an Event of Default has occurred and is continuing, relating to efforts to evaluate or assess the Borrower or any of its Subsidiaries and its business or financial condition; and (iv) all reasonable costs and expenses, including reasonable attorneys’ fees (including allocated costs of internal counsel), reasonable fees, costs and expenses of accountants, advisors and consultants and costs of settlement, incurred by the Administrative Agent and the Lenders in enforcing any Obligations of or in collecting any payments due from the Borrower hereunder or under the other Loan Documents (including in connection with the enforcement of the Loan Documents) or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings. The Administrative Agent shall provide the Borrower with a detailed statement of all reimbursements or payments requested pursuant to this Subsection 9.2.

9.3 Indemnity.

In addition to the payment of expenses pursuant to Subsection 9.2, whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to indemnify, pay and hold harmless the Administrative Agent and each of the Lenders, and the officers, directors, trustees, employees, agents, advisors and Affiliates of each of the foregoing (collectively called the “Indemnitees”), from and against any and all Indemnified Liabilities (as hereinafter defined); provided that the Borrower shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction.

As used herein, “Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages) penalties, actions, judgments, suits, claims (including Environmental Claims), costs (including the costs of any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other response action necessary to remove, remediate, clean up or abate any Hazardous Materials Activity), expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or by any other Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that are imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of (i) this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including the Lenders’ agreement to make the Loans hereunder or the use or intended use of the proceeds thereof or any enforcement of any of the Loan Documents) or (ii) any Environmental Claim or any Hazardous Materials Activity relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, or practice of the Borrower or any of its Subsidiaries.

To the extent that the undertakings to indemnify, pay and hold harmless set forth in this Subsection 9.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them.

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9.4 Set-Off.

In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuation of any Event of Default each of the Lenders and their Affiliates is hereby authorized by the Borrower at any time or from time to time, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including (i) trust accounts, (ii) any asset, Security or other property right of the Borrower held solely as a fiduciary or otherwise for the benefit of another Person and (iii) any other asset, Security or account restricted by applicable law or regulation including, without limitation, Rule 15c3-3, Rule 8c-1 or Rule 15c2-1 of the General Rules and Regulations promulgated by the Commission under the Exchange Act) and any other Indebtedness at any time held or owing by that Lender or any Affiliate of that Lender to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower to that Lender (or any Affiliate of that Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement and the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement or any other Loan Document, irrespective of whether or not (i) that Lender shall have made any demand hereunder or (ii) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 7 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided, that promptly following such set-off, appropriation and application, the Lender taking such action shall provide written notice thereof to the Borrower.

9.5 Ratable Sharing.

The Lenders hereby agree among themselves that if any of them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments (which it shall be deemed to have purchased from each seller of an assignment simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that (A) if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such assignments

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shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest and (B) the foregoing provisions shall not apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this Subsection 9.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to Subsection 9.1B. The Borrower expressly consents to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may exercise any and all rights of a Lender as to such assignment as fully as if that Lender had complied with the provisions of Subsection 9.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lender.

9.6 Amendments and Waivers.

No amendment, modification, termination or waiver of any provision of this Agreement or of the Notes, and no consent to any departure by the Borrower therefrom, shall in any event be effective without the written concurrence of the Requisite Lenders (or by the Administrative Agent with the consent of the Requisite Lenders) and the Borrower; provided that no such amendment, modification, termination, waiver or consent shall, without the consent of:

(i) each Lender with Obligations directly affected (whose consent shall be sufficient for any such amendment, modification, termination or waiver without the consent of the Requisite Lenders) (1) reduce or forgive the principal amount of any Loan, (2) postpone the scheduled final maturity date of any Loan (but not the date of any scheduled installment of principal), (3) postpone the date on which any interest or any fees are payable, (4) decrease the interest rate borne by any Loan (other than any waiver of any increase in the interest rate applicable to any of the Loans pursuant to Subsection 2.2E) or the amount of any fees payable hereunder or (5) extend the Revolving Loan Commitment Termination Date; and

(ii) each Lender, (1) change in any manner the definition of “Pro Rata Share” or the definition of “Requisite Lenders” (except for any changes resulting solely from an increase in the aggregate amount of the Commitments approved by the Requisite Lenders), (2) change the provisions of Subsection 2.4B(iii) to provide that the Lenders will not share pro rata in payments, (3) change in any manner any provision of this Agreement that, by its terms, expressly requires the approval or concurrence of all Lenders, (4) increase the maximum duration of Interest Periods permitted hereunder, (5) change in any manner or waive the provisions contained in Subsection 2.4A(iii), Subsection 7.1 (except by virtue of any acceleration that has been rescinded and annulled in accordance with this Agreement), Subsection 9.5 or this Subsection 9.6 or (6) change in any manner the provisions of Subsection 2.4B to provide that the Lenders will not share pro rata in reductions of the Revolving Loan Commitment Amount.

In addition, no amendment, modification, termination or waiver of any provision (i) of Subsection 2.1A(ii) or of any other provision of this Agreement relating to the Swing Line

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Loan Subfacility or the Swing Line Loans shall be effective without the written concurrence of the Swing Line Lender, (ii) of Section 8 or of any other provision of this Agreement which, by its terms, expressly requires the approval or concurrence of the Administrative Agent shall be effective without the written concurrence of the Administrative Agent, and (iii) that increases the amount of a Commitment of a Lender shall be effective without the consent of such Lender.

The Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of that Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Subsection 9.6 shall be binding upon each Lender at the time outstanding and each future Lender.

Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (x) the Commitment of such Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.

Notwithstanding anything in this Agreement to the contrary, each Lender hereby irrevocably authorizes the Administrative Agent on its behalf, and without further consent, to enter into amendments or modifications to this Agreement (including, without limitation, amendments to this Subsection 9.6) or any of the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to effectuate the terms of Subsection 2.10; provided that no amendment or modification shall result in any increase in the amount of any Lender’s Commitment or any increase in any Lender’s Pro Rata Share, in each case, without the written consent of such affected Lender.

9.7 Independence of Covenants.

All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to another covenant shall not avoid the occurrence of an Event of Default or Potential Event of Default if such action is taken or condition exists.

9.8 Notices; Effectiveness of Signatures; Posting on Electronic Delivery Systems.

A. Notices. Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given shall be in writing and may be personally served or sent by United States mail or courier service and shall be deemed to have been given when delivered in person or by courier service, or three (3) Business Days after depositing it in the United States mail with postage prepaid and properly addressed; provided that notices to the Borrower, the Administrative Agent and the Swing Line Lender and notices to any Lender under Section 2 shall not be effective until received. For the purposes hereof, the

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address of the Borrower, the Administrative Agent and the Swing Line Lender shall be as set forth on Schedule 9.8 and the address of each other Lender shall be as set forth on its Administrative Questionnaire or (i) as to the Borrower and the Administrative Agent, such other address as shall be designated by such Person in a written notice delivered to the other parties hereto and (ii) as to each other party, such other address as shall be designated by such party in a written notice delivered to the Administrative Agent. Electronic mail and Internet and intranet websites may be used to distribute routine communications, such as financial statements and other information as provided in Subsection 5.1, and Notices of Borrowing and Notices of Conversion/Continuation. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

B. Effectiveness of Signatures. Loan Documents and notices under the Loan Documents may be transmitted and/or signed by telefacsimile and by signatures delivered in ‘PDF’ format by electronic mail. The effectiveness of any such documents and signatures shall, subject to applicable law, have the same force and effect as an original copy with manual signatures and shall be binding on the Borrower, the Administrative Agent and the Lenders. The Administrative Agent may also require that any such documents and signature be confirmed by a manually-signed copy thereof; provided, however, that the failure to request or deliver any such manually-signed copy shall not affect the effectiveness of any facsimile document or signature.

C. Posting on Electronic Delivery Systems. The Borrower acknowledges and agrees that (I) the Administrative Agent may make any material delivered by the Borrower to the Administrative Agent, as well as any amendments, waivers, consents, and other written information, documents, instruments and other materials relating to the Borrower, any of its Subsidiaries, or any other materials or matters relating to this Agreement, the Notes or any of the transactions contemplated hereby (collectively, the “Communications”), available to the Lenders by posting such notices on an electronic delivery system (which may be provided by the Administrative Agent, an Affiliate of Administrative Agent, or any Person that is not an Affiliate of the Administrative Agent), such as IntraLinks, or a substantially similar electronic system (the “Platform”) and (II) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower acknowledges that (i) the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution; (ii) the Platform is provided “as is” and “as available” and (iii) neither the Administrative Agent nor any of its Affiliates warrants the accuracy, completeness, timeliness, sufficiency, or sequencing of the Communications posted on the Platform. The Administrative Agent and its Affiliates expressly disclaim with respect to the Platform any liability for errors in transmission, incorrect or incomplete downloading, delays in posting or delivery, or problems accessing the Communications posted on the Platform and any liability for any losses, costs, expenses or liabilities that may be suffered or incurred in connection with the Platform. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by the Administrative Agent or any of its Affiliates in connection with the Platform.

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The Borrower hereby agrees that (w) all Communications that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Communications “PUBLIC”, the Borrower shall be deemed to have authorized Administrative Agent and the Lenders to treat such Communications as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Communications constitute confidential information pursuant to Subsection 9.18, they shall be treated as set forth in such subsection); (y) all Communications marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) Administrative Agent shall be entitled to treat any Communications that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”. Each Lender which is a Public Lender agrees that any failure of the Borrower to provide it with a Communication which, as set forth above, is not suitable for Public Lenders shall not be a breach of any requirement in this Agreement or any other Loan Document to provide such Communication to all of the Lenders.

Each Lender agrees that notice to it (as provided in the next sentence) (a “Notice”) specifying that any Communication has been posted to the Platform shall for purposes of this Agreement constitute effective delivery to such Lender of such information, documents or other materials comprising such Communication. Each Lender agrees (i) to notify, on or before the date such Lender becomes a party to this Agreement (pursuant to an Administrative Questionnaire or otherwise), the Administrative Agent in writing of such Lender’s e-mail address to which a Notice may be sent (and from time to time thereafter to ensure that the Administrative Agent has on record an effective e-mail address for such Lender) and (ii) that any Notice may be sent to such e-mail address. Notwithstanding the foregoing, (x) the Borrower shall not be responsible for any failure of the Platform or for the inability of any Lender to access any Communication made available by the Borrower to the Administrative Agent in connection with the Platform and in no event shall any such failure constitute an Event of Default hereunder and (y) notices to any Lender pursuant to Section 2 shall not be provided by means other than hard copy or telecopy if such Lender notifies Administrative Agent that it is not capable of receiving such notices by such other means.

9.9 Survival of Representations, Warranties and Agreements.

A. All representations, warranties and agreements made herein shall survive the execution and delivery of this Agreement and the making of the Loans hereunder.

B. Notwithstanding anything in this Agreement or implied by law to the contrary, the agreements of the Borrower set forth in Subsections 2.6D, 2.7, 9.2, 9.3, 9.16 and 9.17 and the agreements of Lenders set forth in Subsections 8.2C, 8.4, 9.5 and 9.17 shall survive the payment of the Obligations, and the termination of this Agreement.

9.10 Failure or Indulgence Not Waiver; Remedies Cumulative.

No failure or delay on the part of an Agent or any Lender in the exercise of any power, right or privilege hereunder or under any other Loan Document shall impair such power,

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right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. All rights and remedies existing under this Agreement and the other Loan Documents are cumulative to, and not exclusive of, any rights or remedies otherwise available.

9.11 Payments Set Aside.

To the extent that the Borrower makes a payment or payments to the Administrative Agent or the Lenders (or to the Administrative Agent for the benefit of the Lenders), or the Administrative Agent or the Lenders exercise their rights of setoff, and such payment or payments or the proceeds of such setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such setoff had not occurred.

9.12 Severability.

In case any provision in or obligation under this Agreement or the Notes shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

9.13 Obligations Several; Independent Nature of Lenders’ Rights; Damage Waiver.

The obligations of the Lenders hereunder are several and no Lender shall be responsible for the obligations or Commitments of any other Lender hereunder. Nothing contained herein or in any other Loan Document, and no action taken by the Lenders pursuant hereto or thereto, shall be deemed to constitute the Lenders, or the Lenders and the Borrower, as a partnership, an association, a joint venture or any other kind of entity. The amounts payable at any time hereunder to each Lender shall be a separate and independent debt, and, subject to Subsection 8.6, each Lender shall be entitled to protect and enforce its rights arising out of this Agreement and it shall not be necessary for any other Lender to be joined as an additional party in any proceeding for such purpose.

To the extent permitted by law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with or as a result of this Agreement (including, without limitation, Subsection 2.1C hereof), any other Loan Document, any transaction contemplated by the Loan Documents, any Loan or the use of proceeds thereof. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with the Loan Documents or the transactions contemplated thereby.

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9.14 Applicable Law.

THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN ANY SUCH LOAN DOCUMENT), AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE APPLICATION OF ANOTHER LAW.

9.15 Construction of Agreement; Nature of Relationship.

The Borrower acknowledges that (i) it has been represented by counsel in the negotiation and documentation of the terms of this Agreement, (ii) it has had full and fair opportunity to review and revise the terms of this Agreement, (iii) this Agreement has been drafted jointly by the parties hereto, and (iv) neither the Administrative Agent nor any Lender or other Agent has any fiduciary relationship with or duty to the Borrower arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Administrative Agent and the Lenders, on one hand, and the Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Accordingly, each of the parties hereto acknowledges and agrees that the terms of this Agreement shall not be construed against or in favor of another party.

9.16 Consent to Jurisdiction and Service of Process.

ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST THE BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY OBLIGATIONS HEREUNDER AND THEREUNDER, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN COOK COUNTY IN THE STATE OF ILLINOIS. BY EXECUTING AND DELIVERING THIS AGREEMENT, THE BORROWER, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY:

(I) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS;

(II) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS;

(III) AGREES THAT THE LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY APPLICABLE LAW OR TO BRING PROCEEDINGS AGAINST THE BORROWER IN THE COURTS OF ANY OTHER JURISDICTION; AND

(IV) AGREES THAT THE PROVISIONS OF THIS SUBSECTION 9.16 RELATING TO JURISDICTION AND VENUE SHALL BE BINDING AND ENFORCEABLE TO THE FULLEST EXTENT PERMISSIBLE UNDER ILLINOIS LAW.

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9.17 Waiver of Jury Trial.

EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. The scope of this waiver is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including contract claims, tort claims, breach of duty claims and all other common law and statutory claims. Each party hereto acknowledges that this waiver is a material inducement to enter into a business relationship, that each has already relied on this waiver in entering into this Agreement, and that each will continue to rely on this waiver in their related future dealings. Each party hereto further warrants and represents that it has reviewed this waiver with its legal counsel and that it knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SUBSECTION 9.17 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

9.18 Confidentiality.

The Administrative Agent, the Swing Line Lender and each Lender shall maintain the confidentiality of all non-public information obtained pursuant to the requirements of this Agreement and hold all such information in accordance with such Person’s customary procedures for handling confidential information of this nature and in accordance with the safe and sound commercial lending or investment practices maintained in comparable transactions, it being understood and agreed by the Borrower that in any event any such Person may make disclosures (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, and legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential, (b) to the extent requested by any Government Authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Subsection 9.18, to (i) any pledgee under Subsection 9.1, any Eligible Assignee of or participant in, or any prospective Eligible Assignee of or Participant in, any of its

98

rights or obligations under this Agreement or (ii) any direct or indirect contractual counterparty or prospective counterparty (or such contractual counterparty’s or prospective counterparty’s professional advisor) to any credit derivative transaction relating to obligations of the Borrower, (g) with the consent of the Borrower, (h) to the extent such information (i) becomes publicly available other than as a result of a breach of this Subsection 9.18 or (ii) becomes available to Administrative Agent, the Swing Line Lender or such Lender on a nonconfidential basis from a source other than the Borrower, (i) to any nationally recognized rating agency that requires access to information about a Lender’s or its Affiliates’ investment portfolio solely in connection with ratings issued with respect to such Lender or its Affiliates and such rating agency’s ratings are publicly available and that no written or oral communications from counsel to the Administrative Agent and no information that is or is designated as privileged or as attorney work product may be disclosed to any Person unless such Person is a Lender or a Participant hereunder; provided that, unless specifically prohibited by applicable law or court order, the Administrative Agent, a Swing Line Lender or a Lender shall notify the Borrower of any requirement or request under applicable laws or regulations or under any subpoena or similar legal process, including by any Government Authority or representative thereof (other than any such request in connection with any examination of the financial condition of such Lender by such Government Authority), for disclosure of any such non-public information prior to disclosure of such information; and provided, further that in no event shall the Administrative Agent, such Swing Line Lender or such Lender be obligated or required to return any materials furnished by the Borrower or any of its Subsidiaries. In addition, subject to obtaining the prior approval of the Borrower (such approval not to be unreasonably withheld or delayed), the Administrative Agent, the Swing Line Lender and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to Administrative Agent, the Swing Line Lender and the Lenders, and the Administrative Agent or any of its Affiliates may place customary “tombstone” advertisements relating hereto in publications (including publications circulated in electronic form) of its choice at its own expense.

9.19 Counterparts; Effectiveness.

This Agreement and any amendments, waivers, consents or supplements hereto or in connection herewith may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. This Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto.

The words “execution,” “signed,” “signature,” and words of like import in any Assignment Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

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9.20 USA Patriot Act.

Each Lender hereby notifies the Borrower and that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of Borrower and other information that will allow such Lender to identify such Borrower in accordance with the Patriot Act.

9.21 Independent Effect of Covenants.

The Borrower expressly acknowledges and agrees that each covenant contained in Section 5 or 6 hereof shall be given independent effect. Accordingly, the Borrower shall not engage in any transaction or other act otherwise permitted under any covenant contained in Section 5 or 6, if before or after giving effect to such transaction or act, the Borrower shall or would be in breach of any other covenant contained in Section 5 or 6.

[Remainder of page intentionally left blank]

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

BORROWER:
THE JONES FINANCIAL COMPANIES, L.L.L.P.
By:	/s/ Kevin Bastien
Name:	Kevin Bastien
Title:	a General Partner

LENDERS:
WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent, Swing Line Lender and a Lender
By:	/s/ Casey P. Kelly
Name:	Casey P. Kelly
Title:	Vice President

BANK OF AMERICA, N.A., as the Syndication Agent and a Lender
By:	/s/ Giovanni Fallone
Name:	Giovanni Fallone
Title:	Vice President

FIFTH THIRD BANK, as a Documentation Agent and a Lender
By:	/s/ Mary Ann Lemonds
Name:	Mary Ann Lemonds
Title:	Vice President

JPMORGAN CHASE BANK, N.A., as a Documentation Agent and a Lender
By:	/s/ Gabriel Syed
Name:	Gabriel Syed
Title:	Vice President

U.S. BANK NATIONAL ASSOCIATION, as a Documentation Agent and a Lender
By:	/s/ Christopher M. Doering
Name:	Christopher M. Doering
Title:	SVP

THE BANK OF NEW YORK MELLON, as a Lender
By:	/s/ Stephen Manners
Name:	Stephen Manners
Title:	Vice President

THE NORTHERN TRUST COMPANY, as a Lender
By:	/s/ James R. Shanel
Name:	James R. Shanel
Title:	Vice President

SUNTRUST BANK, as a Lender
By:	/s/ Douglas O’Bryan
Name:	Douglas O’Bryan
Title:	Director

BANK OF MONTREAL, as a Lender
By:	/s/ Gary Lipinski
Name:	Gary Lipinski
Title:	Director

PNC BANK, NATIONAL ASSOCIATION, as a Lender
By:	/s/ Alaa Shraim
Name:	Alaa Shraim
Title:	Vice President

COMMERCE BANK, as a Lender
By:	/s/ Steve O’Neal
Name:	Steve O’Neal
Title:	SVP

UMB BANK, as a Lender
By:	/s/ Michael Garner
Name:	Michael Garner
Title:	Vice President

EXHIBIT I

[FORM OF] NOTICE OF BORROWING

[BORROWER LETTERHEAD]

[Date]

Wells Fargo Bank, National Association,

  as Administrative Agent

1525 West WT Harris Boulevard

Charlotte, North Carolina 28262

Attention: Diana Horn

Telephone: (704)-590-2850

Re: Amended and Restated Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) dated as of November 15, 2013 by and among The Jones Financial Companies, L.L.L.P., a Missouri limited liability limited partnership (the “Borrower”), the financial institutions from time to time party thereto, as lenders (the “Lenders”) and Wells Fargo Bank, National Association, as administrative agent (the “Administrative Agent”)

Pursuant to Subsection 2.1 of the Credit Agreement, the Borrower hereby gives notice of its request for a borrowing as follows:

Date of Borrowing:	[Date]
Requested Amount:	[Amount]1
Type of Loan:	[Revolving Loans or Swing Line Loan]
Interest Rate Option:	[Base Rate Loan or Eurodollar Rate Loan]
Interest Period:	[For Eurodollar Rate Loan: Duration of Interest Period]
Maturity Date:	[Date if applicable]

The undersigned Officer, to the best of his or her knowledge, and the Borrower certify that (a) no event has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby that would constitute an Event of Default or a Potential Event of Default, (b) the aggregate principal amount of all Loans outstanding as of the date hereof (including the Loan requested herein) does not exceed the maximum amount permitted to be outstanding pursuant to the terms of the Credit Agreement and (c) all of the conditions applicable to the Loan requested herein as set forth in the Credit Agreement have been satisfied as of the date hereof and will remain satisfied to the date of such Loan.

¹  Amount requested to be in compliance with requirements set forth in Section 2.1B.

Exhibit I-1 Notice of Borrowing

If you have any questions regarding this transaction please contact the undersigned as soon as possible.

Sincerely,

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

By:

Name:

Title:

Exhibit I-2 Notice of Borrowing

EXHIBIT II

[FORM OF] NOTICE OF CONVERSION/CONTINUATION

[BORROWER LETTERHEAD]

[Date]

Wells Fargo Bank, National Association,

  as Administrative Agent

1525 West WT Harris Boulevard

Charlotte, North Carolina 28262

Attention: Diana Horn

Telephone: (704)-590-2850

Re: Amended and Restated Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) dated as of November 15, 2013 by and among The Jones Financial Companies, L.L.L.P., a Missouri limited liability limited partnership (the “Borrower”), the financial institutions from time to time party thereto, as lenders (the “Lenders”) and Wells Fargo Bank, National Association, as administrative agent (the “Administrative Agent”)

Pursuant to Subsection 2.2D of the Credit Agreement, the Borrower hereby gives notice of its request for a conversion/continuation as follows:

Description of outstanding Loan:

Maturity Date:	[Date if applicable]
Amount:	[Amount]
Type of Loan:	[Revolving Loan or Swing Line Loan]

Description of new Loan(s):

Date:	[Date]1
Requested Amount:	[Amount]
Type of Request:	[Continuation or Conversion]
Interest Rate Option:	[Base Rate Loan or Eurodollar Rate Loan]
Interest Period:	[For Eurodollar Rate Loan: Duration of Interest Period]
Maturity Date:	[Date if applicable]

In the case of a conversion to or continuation of Eurodollar Rate Loans, the undersigned Officer, to the best of his or her knowledge, and the Borrower certify that (a) no Event of Default or Potential Event of Default has occurred and is continuing under the Credit Agreement and (b) all of the conditions applicable to the conversion or continuation of the Loan described herein as set forth in the Credit Agreement have been satisfied or waived as of the date hereof and will remain satisfied or waived to the date of such conversion or continuation.

¹  Complete with a Business Day in accordance with Section 2.2D.

Exhibit II-1 Notice of Conversion/Continuation

If you have any questions regarding this transaction, please contact the undersigned as soon as possible.

Sincerely,

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

By:

Name:

Title:

Exhibit II-2 Notice of Conversion/Continuation

EXHIBIT III

[FORM OF] [AMENDED AND RESTATED] REVOLVING NOTE

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

$        ¹ November 15, 2013    

FOR VALUE RECEIVED, THE JONES FINANCIAL COMPANIES, L.L.L.P., a Missouri limited liability limited partnership (the “Borrower”), promises to pay to                     ² (“Payee”) or its registered assigns, the lesser of (x)                     ³ ($[        1]) and (y) the unpaid principal amount of all advances made by Payee to the Borrower as Revolving Loans under the Credit Agreement referred to below. The principal amount of this Note shall be payable on the dates and in the amounts specified in the Credit Agreement.

The Borrower also promises to pay interest on the unpaid principal amount hereof, until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Amended and Restated Credit Agreement dated as of November 15, 2013 by and among the Borrower, the financial institutions from time to time party thereto, as Lenders, and Wells Fargo Bank, National Association, as Administrative Agent (said Credit Agreement, as it may be amended, restated, supplemented or otherwise modified from time to time, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined).

This Note is one of the Borrower’s “Revolving Notes” and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Revolving Loans evidenced hereby were made and are to be repaid.

All payments of principal and interest in respect of this Note shall be made in Dollars in immediately available funds at the Funding and Payment Office or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement. Unless and until an Assignment Agreement effecting the assignment or transfer of this Note shall have been consented to by the Borrower (to the extent required under the terms of the Credit Agreement) and accepted by Administrative Agent and recorded in the Register as provided in the Credit Agreement, the Borrower and Administrative Agent shall be entitled to deem and treat Payee as the owner and holder of this Note and the Loans evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, however, that the failure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligations of the Borrower hereunder with respect to payments of principal of or interest on this Note.

¹  Insert Dollar amount of Lender’s Revolving Loan Commitment in numbers.

²  Insert Lender’s name in capital letters.

³  Insert amount of Lender’s Revolving Loan Commitment in words.

Exhibit III-1 Revolving Note

Whenever any payment on this Note shall be stated to be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest on this Note.

This Note is subject to mandatory prepayment as provided in the Credit Agreement and to prepayment at the option of the Borrower as provided in the Credit Agreement.

THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE BORROWER AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE APPLICATION OF ANOTHER LAW.

Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement.

The terms of this Note are subject to amendment only in the manner provided in the Credit Agreement.

This Note is subject to restrictions on transfer or assignment as provided in the Credit Agreement.

No reference herein to the Credit Agreement and no provision of this Note or the Credit Agreement shall alter or impair the obligations of the Borrower, which are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, and in the currency prescribed herein and in the Credit Agreement.

The Borrower promises to pay all reasonable costs and expenses, including reasonable and documented attorneys’ fees, all as and to the extent provided in the Credit Agreement, incurred in the collection and enforcement of this Note. The Borrower and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest and, except as set forth in the Credit Agreement, demand and notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.

This Note, in addition to evidencing the Obligations under the Credit Agreement, also amends, restates, reevidences and is issued in substitution for the “Revolving Notes” under, and as defined in the Existing Credit Agreement (the “Existing Notes”). Execution and delivery of this Note and any document executed pursuant hereto are not intended to and should not be construed (i) to deem to have repaid or otherwise discharged any amount of principal of or interest on the Existing Notes, or (ii) to effect a novation or otherwise to release the obligations of the Borrower under or extinguish the debt evidenced by the Existing Notes.

[Remainder of page intentionally left blank.]

Exhibit III-2 Revolving Note

IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at the place first written above.

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

By:

Name:

Title:

Exhibit III-3 Revolving Note

TRANSACTIONS

ON

REVOLVING NOTE

Date Type of
Loan Made
This Date Amount of
Loan Made
This Date Amount of
Principal Paid
This Date Outstanding
Principal
Balance
This Date Notation
Made By

Exhibit III-4 Revolving Note

EXHIBIT IV

[FORM OF] AMENDED AND RESTATED SWING LINE NOTE

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

$150,000,000.00 November 15, 2013    

FOR VALUE RECEIVED, THE JONES FINANCIAL COMPANIES, L.L.L.P., a Missouri limited liability limited partnership (the “Borrower”), promises to pay to WELLS FARGO BANK, NATIONAL ASSOCIATION, as Swing Line Lender (“Payee”) or its registered assigns, the lesser of (x) ONE HUNDRED FIFTY MILLION AND NO/100 DOLLARS ($150,000,000.00) and (y) the unpaid principal amount of all advances made by Payee in its capacity as Swing Line Lender to the Borrower as Swing Line Loans under the Credit Agreement referred to below. The principal amount of this Note shall be payable on the dates and in the amounts specified in the Credit Agreement.

The Borrower also promises to pay interest on the unpaid principal amount hereof, until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Amended and Restated Credit Agreement dated as of November 15, 2013 by and among the Borrower, the financial institutions from time to time party thereto, as Lenders, and Wells Fargo Bank, National Association, as Administrative Agent (said Credit Agreement, as it may be amended, restated, supplemented or otherwise modified from time to time, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined).

This Note is the Borrower’s “Swing Line Note” and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Swing Line Loans evidenced hereby were made and are to be repaid.

All payments of principal and interest in respect of this Note shall be made in Dollars in immediately available funds at the Funding and Payment Office or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement.

Whenever any payment on this Note shall be stated to be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest on this Note.

This Note is subject to mandatory prepayment as provided in the Credit Agreement and to prepayment at the option of the Borrower as provided in the Credit Agreement.

THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE BORROWER AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE APPLICATION OF ANOTHER LAW.

Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement.

Exhibit IV-1 Swing Line Note

The terms of this Note are subject to amendment only in the manner provided in the Credit Agreement.

This Note is subject to restrictions on transfer or assignment as provided in the Credit Agreement.

No reference herein to the Credit Agreement and no provision of this Note or the Credit Agreement shall alter or impair the obligations of the Borrower, which are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, and in the currency prescribed herein and in the Credit Agreement.

The Borrower promises to pay all reasonable costs and expenses, including reasonable and documented attorneys’ fees, all as and to the extent provided in the Credit Agreement, incurred in the collection and enforcement of this Note. The Borrower and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest and, except as set forth in the Credit Agreement, demand and notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.

This Note, in addition to evidencing the Obligations under the Credit Agreement, also amends, restates, reevidences and is issued in substitution for the “Swing Line Notes” under, and as defined in the Existing Credit Agreement (the “Existing Notes”). Execution and delivery of this Note and any document executed pursuant hereto are not intended to and should not be construed (i) to deem to have repaid or otherwise discharged any amount of principal of or interest on the Existing Notes, or (ii) to effect a novation or otherwise to release the obligations of the Borrower under or extinguish the debt evidenced by the Existing Notes

[Remainder of page intentionally left blank.]

Exhibit IV-2 Swing Line Note

IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at the place first written above.

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

By:

Name:

Title:

Exhibit IV-3 Swing Line Note

TRANSACTIONS

ON

SWING LINE NOTE

Date Amount of
Loan Made
This Date Amount of
Principal Paid
This Date Amount of
Principal Paid
This Date Outstanding
Principal
Balance
This Date Notation
Made By

Exhibit IV-4 Swing Line Note

EXHIBIT V

[FORM OF] COMPLIANCE CERTIFICATE

THE UNDERSIGNED HEREBY CERTIFY THAT:

(1) I am the duly elected [Title] of The Jones Financial Companies, L.L.L.P., a Missouri limited liability limited partnership (the “Borrower”);

(2) I have reviewed the terms of that certain Amended and Restated Credit Agreement dated as of November 15, 2013, (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein and not otherwise defined in this Certificate (including Attachment No. 1 annexed hereto and made a part hereof) being used in this Certificate as therein defined), by and among the Borrower, the financial institutions from time to time party thereto, as Lenders, and Wells Fargo Bank, National Association, as Administrative Agent, and I have made, or have caused to be made under my supervision, a review in reasonable detail of the transactions and condition of the Borrower and its Subsidiaries during the accounting period covered by the attached financial statements;

(3) The examination described in paragraph (2) above did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes an Event of Default or Potential Event of Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate [, except as set forth below].

[Set forth [below] [in a separate attachment to this Certificate] are all exceptions to paragraph (3) above listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the Borrower has taken, is taking, or proposes to take with respect to each such condition or event:

                                         ]

(4) The Borrower and its Subsidiaries are in compliance with each of the financial covenants contained in Subsection 6.6 of the Credit Agreement as shown on Attachment No. 1 annexed hereto.

The foregoing certifications, together with the computations set forth in Attachment No. 1 annexed hereto and made a part hereof and the financial statements delivered with this Certificate in support hereof, are made and delivered this      day of             ,          pursuant to Subsection 5.1(iv) of the Credit Agreement.

Exhibit V-1

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

By:

Name:

Title:

Exhibit V-2

ATTACHMENT NO. 1

TO COMPLIANCE CERTIFICATE

This Attachment No. 1 is attached to and made a part of a Compliance Certificate dated as of             ,          and pertains to the period from             ,          to             ,         . Subsection references herein relate to Subsections of the Credit Agreement.

A.	Leverage Ratio (as of             ,         )
	1.	Consolidated Total Debt:
		a.	Aggregate stated balance sheet amount of all Indebtedness of the Borrower and its Subsidiaries	$
	2.	Total Capitalization:
		a.	Borrower’s Partnership Capital	$
		b.	Consolidated Total Debt (Line 1.a. above)	$
		c.	Total Capitalization (Line 2.a. + Line 2.b.)	$
	3.	Leverage Ratio (Line 1.a.):(Line 2.c):			%
	4.	Maximum: Not to exceed 35%
		Compliance (Yes/No)
B.	Minimum Partnership Capital (as of             ,         )
	1.	Borrower’s Partnership Capital:		$
	2.	Minimum permitted under Subsection 6.6B:
		a.	Issuances of partnership interests during such Fiscal Quarter
		b.	Redemption of partnership interests during such Fiscal Quarter
		c.	Change in Partnership Capital (Line 2.a – Line 2.b) (amount shall be $0.00 if difference is negative)	$
		d.	50% of amount set forth in Line 2.c.	$
		e.	Minimum Partnership Capital
		(Line 2.d. + $[        ]1)		$
		Compliance (Yes/No)
C.	Applicable Margin
	1.	Leverage Ratio
	2.	Pricing Level

¹  To be $1,542,526,500 for the first Fiscal Quarter and for each Fiscal Quarter thereafter, to be the Minimum Partnership Capital as of the last Fiscal Quarter.

Exhibit V-3

EXHIBIT VI

[FORM OF] ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (the “Assignment”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Amended and Restated Credit Agreement identified below (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by Administrative Agent as contemplated below, the interest in and to all of the Assignor’s rights and obligations under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of the Assignor’s outstanding rights and obligations under the respective facilities identified below (including, to the extent included in any such facilities, letters of credit and swing line loans) (the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment, without representation or warranty by the Assignor.

1. Assignor:                                         

2. Assignee:                                          [and is an Affiliate/Approved Fund⁷]

3. The Borrower: The Jones Financial Companies, L.L.L.P., a Missouri limited liability limited partnership

4. Administrative Agent: Wells Fargo Bank, National Association, as administrative agent under the Credit Agreement

5. Credit Agreement: The Amended and Restated Credit Agreement dated as of November 15, 2013 among the Borrower, the Lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the other agents parties thereto, as amended, restated, supplemented or otherwise modified from time to time.

⁷  Select as applicable.

Exhibit VI-1

6. Assigned Interest:

Facility Assigned	Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/Loans8
Revolving Loan Commitment	$	$		%

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

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

ASSIGNOR
[NAME OF ASSIGNOR]
By:
	Title:
ASSIGNEE
[NAME OF ASSIGNEE]
By:
	Title:

Consented to and Accepted:

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent
By:
	Title:

[Consented to:]

THE JONES FINANCIAL COMPANIES, L.L.L.P., as Borrower
By:
	Title:

⁸  Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

Exhibit VI-2

ANNEX 1

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

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT

AND ASSUMPTION AGREEMENT

1. Representations and Warranties.

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

1.2 Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Subsection 5.1 thereof, as applicable, 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 to purchase the Assigned Interest on the basis of which it has made such analysis and decision, and (v) if it is a Non-US Lender, attached to the Assignment is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments. From and after the Effective Date, 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 but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

Exhibit VI-3

3. General Provisions. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

Exhibit VI-4

Schedule 2.1

Lenders’ Commitments and Pro Rata Shares

Lender	Revolving Loan Commitment		Pro Rata Share
Wells Fargo Bank, National Association	$	65,000,000		16.25	%
Bank of America, N.A.	$	65,000,000		16.25	%
Fifth Third Bank	$	40,000,000		10.00	%
JPMorgan Chase Bank, N.A.	$	40,000,000		10.00	%
U.S. Bank National Association	$	40,000,000		10.00	%
The Bank of New York Mellon	$	30,000,000		7.50	%
The Northern Trust Company	$	30,000,000		7.50	%
SunTrust Bank	$	30,000,000		7.50	%
Bank of Montreal	$	20,000,000		5.00	%
PNC Bank, National Association	$	20,000,000		5.00	%
Commerce Bank	$	10,000,000		2.50	%
UMB Bank	$	10,000,000		2.50	%
TOTALS	$	400,000,000		100.00	%

Schedule 4.1 – Subsidiaries

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

(Missouri Limited Liability Limited Partnership)

Name of Entity	Jurisdiction of Formation or Incorporation	Ownership %
Direct Subsidiaries:
Edward D. Jones & Co., L.P.	Missouri Limited Partnership		99	%
EDJ Leasing Co., L.P.	Missouri Limited Partnership		99	%
LHC, Inc.	Missouri Corporation		100	%
Edward Jones Trust Company	Federal Chartered Savings & Loan Association		100	%
EDJ Holding Company, Inc.	Missouri Corporation		100	%
Olive Street Investment Advisers, LLC	Missouri Corporation		100	%

Schedule 4.1 – Subsidiaries

EDWARD D. JONES & CO., L.P.

(Missouri Limited Partnership)

Name of Entity	Jurisdiction of Formation or Incorporation	Ownership %
Direct Subsidiaries:
Edward D. Jones & Co. Canada Holding Co., Inc.	Canadian Corporation		100	%
EJ Mortgage, L.L.C.	Missouri Limited Liability Company		100	%
Conestoga Securities, Inc.	Missouri Corporation		100	%
California Agency Holding, LLC	Missouri Limited Liability Company		100	%
Edward Jones Insurance Agency of New Mexico, L.L.C.	New Mexico Limited Liability Company		100	%
Edward Jones Insurance Agency Holding, L.L.C.	Missouri Limited Liability Company		100	%
Edward Jones Insurance Agency of Massachusetts, L.L.C.	Massachusetts Limited Liability Company		99	%
Edward Jones	Ontario Limited Partnership		99	%
EDJ Ventures Ltd., L.P.	Missouri Limited Partnership		99	%
Indirect Subsidiaries:
Edward Jones Insurance Agency of California, L.L.C.	California Limited Liability Company, Subsidiary of California Agency Holding, LLC		99	%
Edward Jones Insurance Agency	Ontario Limited Partnership, Subsidiary of Edward Jones (Ontario Limited Partnership)		99	%
Edward D. Jones & Co. Agency Holding Co. Inc.	Canadian Corporation, Subsidiary of Edward Jones (Ontario Limited Partnership)		100	%
Edward Jones Insurance Agency (Quebec) Inc.	Canadian Corporation, Subsidiary of Edward D. Jones & Co. Agency Holding Co. Inc.		100	%

Schedule 4.1 – Subsidiaries

EDWARD D. JONES & CO., L.P.

(Missouri Limited Partnership)

Name of Entity	Jurisdiction of Formation or Incorporation	Ownership %
Indirect Subsidiaries:
CIP Management, Inc.	Missouri Corporation, Subsidiary of Conestoga Securities, Inc.		100	%
CIP Management, L.P., LLLP	Missouri Limited Partnership, Subsidiary of EDJ Ventures, Ltd., L.P.		99	%

Schedule 4.6 – Litigation

None.

Schedule 6.1 – Certain Existing Indebtedness

Contingent Obligations

The Jones Financial Companies, L.L.L.P. – Indemnification Agreement

Regarding the Canadian Headquarters lease at Sussex Centre:

Indemnifier shall be bound by this Agreement in the same manner as if the Indemnifier were the tenant name on the lease

The Jones Financial Companies, L.L.L.P. – Loan Agreement

Issued 2011, to Edward D. Jones & Co., L.P.$500,000 line of credit intended to provide short-term liquidity should the need arise

The Jones Financial Companies, L.L.L.P. – Indemnification Agreement

Regarding fronted insurance policies written by Travelers Casualty and Surety Company of America: Indemnifier agrees to make Travelers whole for any expenses incurred as a result of claims made against these insurance policies

Olive Street Investment Advisers, LLC – Expense Limitation Agreement

Olive Street Investment Advisers, LLC has agreed to reduce fees and reimburse certain Bridge Builder Bond Fund expenses to the extent necessary to maintain a maximum annual operating expense limit for the Fund

Edward D. Jones & Co., L.P. – Expense Reimbursement Agreement

Issued 1995, to Edward Jones Trust Company, potential monthly reimbursement of expenses of Edward Jones Trust Company in excess of gross revenue if monthly request submitted

Edward D. Jones & Co., L.P. – Comfort Letter

Issued 2009, to Bank of Montreal

For Edward Jones (an Ontario Limited Partnership) as the Borrower, Edward D. Jones & Co., L.P. will:

• Continue to act as limited partner of the Borrower and hold beneficial ownership of 99% of the issued and outstanding partnership units of the Borrower

• Ensure that the Borrower has financial resources sufficient to ensure that it is able to honor all of its obligations to the Bank in respect of the Facilities as they become due

• Cause the Borrower to honor all of its obligations to the Bank with respect to the Facilities as they become due

Schedule 6.1 – Certain Existing Indebtedness

Debt

Edward D. Jones & Co., L.P. – Subordinated Debt

Note Purchase Agreement dated as of June 12, 2002 relating to the 7.33% Subordinated Capital Notes due 2014, $50 million outstanding

Edward D. Jones & Co., L.P. – Lines of Credit*

Bank	Limit		Current Outstanding
Bank of America	$	125,000,000	$	0
U.S. Bank		150,000,000		0
SunTrust		60,000,000		0
Wells Fargo		50,000,000		0
Northern Trust		30,000,000		0
	$	415,000,000

* Lines of credit are uncommitted and available for overnight borrowing in the course of ordinary business. The uncommitted lines of credit are subject to change at the discretion of the banks and, therefore, due to credit market conditions and the uncommitted nature of these credit facilities, it is possible that these lines of credit could decrease or not be available in the future.

EDJ Leasing Co., L.P. – Mortgage

Office Building located at 8333 South River Parkway, Tempe, AZ 85284

Issued 4/27/2002, $13.1 million, 7.25%, 15-year due 2017, $4.6 million outstanding

Financed by Farm Bureau Financial Services

EDJ Leasing Co., L.P. & Edward D. Jones & Co., L.P. – Chapter 100 Bonds

The partnership has purchased industrial revenue bonds issued by St. Louis County, related to certain self-constructed and purchased real and personal property. This provides for potential property tax benefits over the life of the bonds. The partnership is therefore both the bondholder and the debtor/lessee for these properties. The partnership has exercised its right to offset the amounts invested in and the obligations for these bonds and has therefore excluded any bond related balances in the consolidated statements of financial condition.

Edward Jones (An Ontario Limited Partnership) – Credit Agreement

Issued 2009, to Bank of Montreal for $59,875,000 USD

Various uncommitted credit facilities, including but not limited to, call loans, daylight overdraft, extender of credit commitments, and repurchase agreements

Schedule 6.2A – Certain Existing Liens

EDJ Leasing Co., L.P. – Mortgage

Office Building located at 8333 South River Parkway, Tempe, AZ 85284

Issued 4/27/2002, $13.1 million, 7.25%, 15-year due 2017

Financed by Farm Bureau Financial Services

EDJ Leasing Co., L.P. – UCC-1 Financing Statement No. 20020064097J filed with the Missouri Secretary of State, as continued

Debtor’s right in and to ASU Research Park Lease dated 1/12/95, as amended by Amendment to ASU Research Park Lease and Agreement for Use of Common Driveway dated 1/12/95, Amendment to Lease dated 1/13/98 and Third Amendment to ASU Research Park Lease and Consent dated 7/1/01; Secured Party: Farm Bureau Life Insurance Company

Edward D. Jones & Co., L.P. – Pledges

Firm and Customer securities pledged to Northern Trust under the Second Amended and Restated Pledge and Collateral Administration Agreement dated June 30, 2000, and used to secure uncommitted lines of credit with several banks

Edward D. Jones & Co., L.P. – UCC-1 Financing Statement No. 1212756 filed with the Missouri Secretary of State, as continued and amended

Any and all general intangibles consisting of uncertificated book entry stock or other securities pledged to Secured Party as noted on the records of the Depository Trust Company or Banks of the Federal Reserve System, carried for the account of and hypothecated by Debtor’s customers; Secured Party: Bank of America, N.A., successor in interest to The Boatmen’s National Bank of St. Louis, f/k/a Centerre Bank National Association; uncommitted facility

Edward D. Jones & Co., L.P. – UCC-1 Financing Statement No. 20040060168J filed with the Missouri Secretary of State

Blanket Filing – all right title, share and interest in and to shares of stock, securities, securities accounts, security entitlements, financial assets and/or other investment property described in collateral schedules provided by Debtor to Secured party, together with any and all distributions (“Securities”); any and all monies, reserves, deposits, certificates of deposit and deposit accounts and interest dividends thereon, securities, securities accounts, investment property, cash, cash equivalents and other property of Secured Party; any and all accessions to any of the Collateral and all substitutions, renewals, improvements and replacements of or additions thereto; any and all other property, real or personal that Debtor has granted to Secured Party as security interest, lien or other encumbrance; and all products and proceeds of the foregoing (collectively, the “Collateral”); Secured Party: U.S. Bank National Association; uncommitted facility, amount equal to U.S. Bank’s line of credit amount of $150,000,000

Schedule 6.2A – Certain Existing Liens

Edward Jones Trust Company – UCC-1 Financing Statement No. 20030132229F filed with the Missouri Secretary of State, as continued and amended

Blanket Filing – All investment property, instruments, and deposit accounts which Debtor now owns or hereafter acquires and any replacements or proceeds thereof, including: (1) Federal Home Loan Bank of Des Moines Stock; (2) Funds on deposit with Secured Party; (3) Promissory notes and other negotiable and non-negotiable instruments and all related collateral, guarantees, and other supporting obligations including mortgages, deeds of trust and other real property security interests; (4) Securities or obligations issued by the US government or its agencies, including but not limited to mortgage-backed securities issued or guaranteed by Federal Home Loan Mortgage Corp., Federal National Mortgage Assoc. and the Government National Mortgage Assoc.; and (5) Privately issued mortgage-backed securities, collateralized mortgage obligations, real estate mortgage investment conduits, or regulated investment companies; Secured Party: Federal Home Loan Bank of Des Moines. While the lien on file related to the predecessor to Edward Jones Trust Company (EJTC), Boone National Savings and Loan, since August 2006 the EJTC Charter with the OTS has precluded borrowings by EJTC

Edward Jones – Form 1C Financing Statement No. 200807071456-8028-0120 filed with the Ontario Ministry of Consumer and Business Services

Collateral is generally described as “Accounts and Other”; Secured Party: CDS Clearing and Depository Services Inc.; uncommitted facility, no stated amount. Allows CDS to use Edward Jones securities in its possession from time to time to cover any settlement failures

Schedule 6.2C – Agreements With Restrictions On Subsidiaries

Edward D. Jones & Co., L.P.

Subordinated Capital Notes, Dated June 12, 2002, Due June 12, 2014

Section 12.16(b): Neither Edward D. Jones & Co., L.P. nor any consolidated subsidiary will make any Restricted Distribution (e.g., return on partnership interest) if doing so would create an event of default

Section 12.16(c): Neither Edward D. Jones & Co., L.P. nor any consolidated subsidiary will pay any management fees if doing so would create an event of default

Schedule 6.3 – Certain Existing and Permitted Investments

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

  (Missouri Limited Liability Limited Partnership)

Customer Account Protection Company Holdings, Inc.

Provider of excess SIPC insurance to clients through September 30, 2009

Book value of investment of $5,000,000

Loans to individuals from The Jones Financial Companies, L.L.L.P.

Total loan amount of $873,587 with $589,750 outstanding

Investment in Bridge Builder Bond Fund (BBTBX) as seed capital

Expect to transfer this investment to additional Bridge Builder funds as they open

Investment amount of $100,000

EDWARD D. JONES & CO, L.P.

  (Missouri Limited Partnership)

Investment Securities (as of October 25, 2013):

Mutual Funds held by the U.S. broker-dealer, $108.3 million (Financial Advisor Deferred Compensation program)

Investment in Depository Trust Company by the U.S. broker-dealer, 231.88235 shares

Chapter 100 Bonds:

Transfer of land and buildings to St. Louis County in exchange for Chapter 100 Bonds. The land and buildings were then leased/subleased back under leases where the payment terms equated to the County bond payment terms.

• Taxable Industrial Revenue Bonds (Edward D. Jones & Co., L.P. Project) Series 2001B, dated August 1, 2001

• Ordinance No. 24,183 relating to certain existing Agreement entered into by St. Louis County, Missouri, in connection with the issuance of its Taxable Industrial Revenue Bonds (Edward Jones Des Peres Project) approved November 12, 2009

• Ordinance No. 24,182 authorizing Amendments of certain existing Agreements entered into by St. Louis County, Missouri, in connection with the issuance of its Taxable Industrial Revenue Bonds (Edward Jones Maryland Heights Project) approved November 12, 2009

Schedule 6.7 – Certain Asset Dispositions

None.

Schedule 6.8 – Certain Affiliate Transactions

None.

Schedule 6.9 – Certain Sale and Lease-Backs

Chapter 100 Bonds

EDJ Leasing Co., L.P. and Edward D. Jones & Co., L.P. transferred land and buildings to St. Louis County in exchange for Chapter 100 Bonds. The land and buildings were then leased/subleased back under leases where the payment terms equated to the County bond payment terms.

• Taxable Industrial Revenue Bonds (Edward D. Jones & Co., L.P. Project) Series 2001B, dated August 1, 2001

• Ordinance No. 24,183 relating to certain existing Agreement entered into by St. Louis County, Missouri, in connection with the issuance of its Taxable Industrial Revenue Bonds (Edward Jones Des Peres Project) approved November 12, 2009

• Ordinance No. 24,182 authorizing Amendments of certain existing Agreements entered into by St. Louis County, Missouri, in connection with the issuance of its Taxable Industrial Revenue Bonds (Edward Jones Maryland Heights Project) approved November 12, 2009

Schedule 9.8

Notice Addresses

Borrower:

General Counsel, 10^th Floor

12555 Manchester Road

Saint Louis, MO 63131

With copies to:

Treasurer

12555 Manchester Road

Saint Louis, MO 63131

Duane Morris LLP

190 South LaSalle Street, Suite 3700

Chicago, Illinois 60603-3433

Attention: Brian P. Kerwin, Esq.

Telephone: (312) 499-6737

Wells Fargo Bank, National Association,

As Administrative Agent and Swing Line Lender

1525 West WT Harris Boulevard

Charlotte, North Carolina 28262

Attention: Diana Horn

Telephone: (704)-590-2850

With copy to:

Jones Day

77 West Wacker Drive

Chicago, Illinois 60601

Attention: Loren Weil, Esq.

Telephone: (312) 269-1583

EX-21

Exhibit 21

Subsidiaries of the Registrant

Entity Name	State or Jurisdiction of Organization
California Agency Holding, LLC	Missouri
CIP Management, Inc.	Missouri
CIP Management, L.P., LLLP	Missouri
Conestoga Securities, Inc.	Missouri
EDJ Holding Company, Inc.	Missouri
EDJ Leasing Co., L.P.	Missouri
EDJ Ventures, Ltd., L.P.	Missouri
Edward D. Jones & Co. Agency Holding Co. Inc.	Ontario, Canada
Edward D. Jones & Co. Canada Holding Co., Inc.	Ontario, Canada
Edward D. Jones & Co., L.P. d/b/a Edward Jones	Missouri
Edward Jones	Ontario, Canada
Edward Jones Insurance Agency	Ontario, Canada
Edward Jones Insurance Agency Holding, L.L.C.	Missouri
Edward Jones Insurance Agency of California, L.L.C.	California
Edward Jones Insurance Agency of Massachusetts, L.L.C.	Massachusetts
Edward Jones Insurance Agency of New Mexico, L.L.C.	New Mexico
Edward Jones Insurance Agency (Quebec) Inc.	Ontario, Canada
Edward Jones Trust Company	Federally Chartered
EJ Mortgage, L.L.C.	Missouri
LHC, Inc.	Missouri
Olive Street Investment Advisers, LLC	Missouri
Passport Research, Ltd.	Pennsylvania

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-193431) of The Jones Financial Companies, L.L.L.P. of our report dated March 28, 2014 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in this Annual Report on Form 10-K.

/s/ PricewaterhouseCoopers LLP

St. Louis, Missouri

March 28, 2014

EX-31.1

Exhibit 31.1

CHIEF EXECUTIVE OFFICER CERTIFICATION

I, James D. Weddle, certify that:

1. I have reviewed this Annual Report on Form 10-K of The Jones Financial Companies, L.L.L.P. (the “Registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

/s/ James D. Weddle

Chief Executive Officer

The Jones Financial Companies, L.L.L.P.

March 28, 2014

EX-31.2

Exhibit 31.2

CHIEF FINANCIAL OFFICER CERTIFICATION

I, Kevin D. Bastien, certify that:

1. I have reviewed this Annual Report on Form 10-K of The Jones Financial Companies, L.L.L.P. (the “Registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

/s/ Kevin D. Bastien

Chief Financial Officer

The Jones Financial Companies, L.L.L.P.

March 28, 2014

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of The Jones Financial Companies, L.L.L.P. (the “Partnership”) on Form 10-K for the year ending December 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James D. Weddle, Chief Executive Officer of the Partnership, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

/s/ James D. Weddle

Chief Executive Officer

The Jones Financial Companies, L.L.L.P.

March 28, 2014

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of The Jones Financial Companies, L.L.L.P. (the “Partnership”) on Form 10-K for the year ending December 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kevin D. Bastien, Chief Financial Officer of the Partnership, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

/s/ Kevin D. Bastien

Chief Financial Officer

The Jones Financial Companies, L.L.L.P.

March 28, 2014

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QUARTERLY INFORMATION (Tables)

12 Months Ended

Dec. 31, 2013

Quarterly Financial Information Disclosure [Abstract]

Summary of Quarterly Information

	2013 Quarters Ended
	Mar 29		Jun 28		Sep 27		Dec 31
Total revenue	$	1,350,661	$	1,431,733	$	1,431,720	$	1,501,537
Income before allocations to partners	$	148,779	$	172,140	$	167,757	$	185,662
Income before allocations to partners per weighted average $1,000 equivalent limited partnership unit outstanding	$	26.72	$	30.92	$	30.13	$	33.35

	2012 Quarters Ended
	Mar 30		Jun 29		Sep 28		Dec 31
Total revenue	$	1,222,446	$	1,230,238	$	1,269,435	$	1,305,299
Income before allocations to partners	$	138,565	$	138,962	$	130,861	$	146,632
Income before allocations to partners per weighted average $1,000 equivalent limited partnership unit outstanding	$	27.42	$	27.50	$	25.90	$	29.02

XML

Long-Term Debt - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013 Fixed rate mortgage loan [Member]	Dec. 31, 2002 Fixed rate mortgage loan [Member]
Debt Instrument [Line Items]
Fixed rate mortgage	$ 4,430	$ 5,503		$ 13,100
Cost of building			15,758
Carrying value of building	$ 542,585	$ 537,049	$ 9,269

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Equipment, Property and Improvements - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Property Plant And Equipment [Abstract]
Depreciation and amortization expense	$ 82,095	$ 80,148	$ 90,609
Accrued costs	$ 3,914	$ 516	$ 1,371
Industrial revenue bonds maturity period	10 years

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Quarterly Information - Summary of Quarterly Information (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 27, 2013	Jun. 28, 2013	Mar. 29, 2013	Dec. 31, 2012	Sep. 28, 2012	Jun. 29, 2012	Mar. 30, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Selected Quarterly Financial Information [Abstract]
Total revenue	$ 1,501,537	$ 1,431,720	$ 1,431,733	$ 1,350,661	$ 1,305,299	$ 1,269,435	$ 1,230,238	$ 1,222,446
Income before allocations to partners	$ 185,662	$ 167,757	$ 172,140	$ 148,779	$ 146,632	$ 130,861	$ 138,962	$ 138,565	$ 674,338	$ 555,020	$ 481,783
Income before allocations to partners per weighted average $1,000 equivalent limited partnership unit outstanding	$ 33.35	$ 30.13	$ 30.92	$ 26.72	$ 29.02	$ 25.90	$ 27.50	$ 27.42	$ 121.12	$ 109.84	$ 104.66

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Liabilities Subordinated to Claims of General Creditors - Liabilities Subordinated to Claims of General Creditors (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Partnership's liabilities subordinated to claims of general creditors
Total subordinated debt	$ 50,000	$ 100,000
7.33% Capital notes [Member]
Partnership's liabilities subordinated to claims of general creditors
Total subordinated debt	$ 50,000	$ 100,000

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Schedule I - Condensed Statements of Cash Flows (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 0	$ 0	$ 0
Adjustments to reconcile net income to net cash provided by operating activities:
Income before allocations to partners	674,338	555,020	481,783
Changes in assets and liabilities:
Other assets	3,868	305	(5,113)
Net cash provided by operating activities	710,808	347,234	1,080,728
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of partnership interests (net of partnership loans)	38,549	45,121	270,839
Redemption of partnership interests	(116,018)	(99,170)	(97,191)
Distributions from partnership capital	(550,203)	(434,614)	(359,467)
Issuance of partnership loans	(11,203)	0	0
Repayment of partnership loans	62,142	10,759	4,840
Net cash used in financing activities	(627,806)	(528,901)	(294,576)
Net (decrease) increase in cash and cash equivalents	(1,231)	(218,570)	731,922
CASH AND CASH EQUIVALENTS:
Beginning of year	600,936	819,506	87,584
End of year	599,705	600,936	819,506
Parent Company [Member]
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	0	0	0
Adjustments to reconcile net income to net cash provided by operating activities:
Income before allocations to partners	674,338	555,020	481,783
Changes in assets and liabilities:
Investment securities	3,812	2,648	(15,224)
Investment in subsidiaries	(135,730)	56,317	(136,358)
Other assets	(150)	(549)	(1,287)
Accounts payable and accrued expenses	1,136	26	(1,292)
Net cash provided by operating activities	543,406	613,462	327,622
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of partnership interests (net of partnership loans)	38,549	45,121	270,839
Redemption of partnership interests	(116,018)	(99,170)	(97,191)
Distributions from partnership capital	(550,203)	(434,614)	(359,467)
Issuance of partnership loans	(11,203)	0	0
Repayment of partnership loans	62,142	10,759	4,840
Net cash used in financing activities	(576,733)	(477,904)	(180,979)
Net (decrease) increase in cash and cash equivalents	(33,327)	135,558	146,643
CASH AND CASH EQUIVALENTS:
Beginning of year	285,384	149,826	3,183
End of year	$ 252,057	$ 285,384	$ 149,826

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Fair Value - Estimated Fair Values of Long Term Debt and Liabilities Subordinated to Claims of General Creditors (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Liabilities Fair Value Disclosure [Abstract]
Long-term debt	$ 4,824	$ 6,091
Liabilities subordinated to claims of general creditors	50,000	103,396
Total	$ 54,824	$ 109,487

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LONG-TERM DEBT (Tables)

12 Months Ended

Dec. 31, 2013

Debt Disclosure [Abstract]

Composition of Partnership's Long-Term Debt

The following table shows the Partnership’s long-term debt as of December 31, 2013 and 2012:

	2013		2012
Note payable, collateralized by real estate, fixed rate of 7.28%, principal and interest due in fluctuating monthly installments, with a final installment on June 1, 2017	$	4,430	$	5,503
	$	4,430	$	5,503

Schedule of Annual Principal Payments

Scheduled annual principal payments as of December 31, 2013 are as follows:

2014	$	1,153
2015		1,240
2016		1,333
2017		704
2018		—
Thereafter		—
Total	$	4,430

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Offsetting Assets and Liabilities - Schedule of Partnership's Securities Purchased Under Agreement to Resell (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Offsetting Securities Purchased Under Agreements To Resell [Abstract]
Securities purchased under agreements to resell, Gross amounts of recognized assets	$ 1,026,405	$ 1,092,586
Securities purchased under agreements to resell, Gross amounts offset in the Consolidated Statements of Financial Condition	0	0
Securities purchased under agreements to resell, Net amounts presented in the Consolidated Statements of Financial Condition	1,026,405	1,092,586
Securities purchased under agreements to resell, gross amounts not offset, financial instruments	0	0
Securities purchased under agreements to resell, gross amounts not offset, securities collateral	(1,026,405)	(1,092,586)
Securities purchased under agreements to resell, Net amount	$ 0	$ 0

XML

Liabilities Subordinated to Claims of General Creditors - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Partnership's liabilities subordinated to claims of general creditors
Repayment of subordinated liabilities	$ 50,000	$ 50,000	$ 53,700
Minimum partnership capital subject to mandatory redemption under notes agreement	400,000
Regulatory net capital required under notes agreement	158,016
7.33% Capital notes [Member]
Partnership's liabilities subordinated to claims of general creditors
Repayment of subordinated liabilities	50,000	50,000	50,000
Long-Term debt maturity date	Jun. 12, 2014
Final required annual principal payment due	$ 50,000

XML

Schedule I - Condensed Statements of Financial Condition (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
ASSETS:
Cash and cash equivalents	$ 599,705	$ 600,936	$ 819,506	$ 87,584
Investment securities	141,094	111,904
Other assets	95,206	99,074
TOTAL ASSETS	13,794,761	13,042,243	9,583,586
LIABILITIES:
Accounts payable and accrued expenses	137,562	124,850
Partnership capital subject to mandatory redemption	2,080,498	1,982,893	1,905,777	1,604,973
TOTAL LIABILITIES	13,794,761	13,042,243
Parent Company [Member]
ASSETS:
Cash and cash equivalents	252,057	285,384	149,826	3,183
Investment securities	8,764	12,576
Investment in subsidiaries	1,809,349	1,673,619
Other assets	11,849	11,699
TOTAL ASSETS	2,082,019	1,983,278
LIABILITIES:
Accounts payable and accrued expenses	1,521	385
Partnership capital subject to mandatory redemption	2,080,498	1,982,893
TOTAL LIABILITIES	$ 2,082,019	$ 1,983,278

XML

Schedule I - Condensed Statements of Income (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 27, 2013	Jun. 28, 2013	Mar. 29, 2013	Dec. 31, 2012	Sep. 28, 2012	Jun. 29, 2012	Mar. 30, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
NET REVENUE
Other									$ 52,281	$ 31,148	$ 11,553
Total revenue									5,715,651	5,027,418	4,577,502
Interest expense									58,745	62,243	67,641
Net revenue									5,656,906	4,965,175	4,509,861
OPERATING EXPENSES
Compensation and benefits									3,793,110	3,285,171	2,940,088
Payroll and other taxes									207,326	185,954	171,125
Other operating expenses									213,129	190,252	155,700
Total operating expenses									4,982,568	4,410,155	4,028,078
Income before allocations to partners	185,662	167,757	172,140	148,779	146,632	130,861	138,962	138,565	674,338	555,020	481,783
Net income									0	0	0
Parent Company [Member]
NET REVENUE
Subsidiary earnings									667,334	548,308	482,926
Management fee income									76,570	78,016	78,485
Other									9,004	8,606	1,166
Total revenue									752,908	634,930	562,577
Interest expense									48,380	49,194	50,231
Net revenue									704,528	585,736	512,346
OPERATING EXPENSES
Compensation and benefits									28,191	28,836	28,348
Payroll and other taxes									333	256	151
Other operating expenses									1,666	1,624	2,064
Total operating expenses									30,190	30,716	30,563
Income before allocations to partners									674,338	555,020	481,783
Allocations to partners									(674,338)	(555,020)	(481,783)
Net income									$ 0	$ 0	$ 0

XML

Quarterly Information - Summary of Quarterly Information (Parenthetical) (Detail)	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 27, 2013	Jun. 28, 2013	Mar. 29, 2013	Dec. 31, 2012	Sep. 28, 2012	Jun. 29, 2012	Mar. 30, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Selected Quarterly Financial Information [Abstract]
Limited partnership unit outstanding	1,000	1,000	1,000	1,000	1,000	1,000	1,000	1,000	1,000	1,000	1,000

XML

OFFSETTING ASSETS AND LIABILITIES

12 Months Ended

Dec. 31, 2013

Text Block [Abstract]

OFFSETTING ASSETS AND LIABILITIES

NOTE 19 – OFFSETTING ASSETS AND LIABILITIES

The Partnership does not offset financial instruments in the Consolidated Statements of Financial Condition. However, the Partnership enters into master netting arrangements with counterparties for securities purchased under agreements to resell that are subject to net settlement in the event of default. These agreements create a right of offset for the amounts due to and due from the same counterparty in the event of default or bankruptcy.

The following table shows the Partnership’s securities purchased under agreements to resell as of December 31, 2013 and 2012:

	Gross amounts of		Gross amounts offset in the Consolidated Statements of		Net amounts presented in the Consolidated Statements of		Gross amounts not offset in the Consolidated Statements of Financial Condition
	recognized assets		Financial Condition		Financial Condition		Financial instruments		Securities collateral(1)			Net amount
Dec 31, 2013	$	1,026,405		—		1,026,405		—		(1,026,405	)	$	—
Dec 31, 2012	$	1,092,586		—		1,092,586		—		(1,092,586	)	$	—

⁽¹⁾ Actual collateral was greater than 102% of the related assets in U.S. agreements and greater than 100% in Canada agreements for all periods presented.

XML

Lines of Credit - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Line of Credit Facility [Line Items]
Unsecured revolving line of credit	$ 815,000	$ 810,000
Uncommitted secured credit facilities [Member]
Line of Credit Facility [Line Items]
Unsecured revolving line of credit	415,000	415,000
Partnership draws against lines of credit	0	0	0
Amount outstanding under credit facility	0	0
2011 Credit Facility [Member]
Line of Credit Facility [Line Items]
Number of banks with which agreement made	10
Number of years for unsecured revolving line of credit	3 years
Unsecured revolving line of credit	0	395,000
Expiration date of unsecured revolving line of credit	Mar. 18, 2014
2013 Credit Facility [Member]
Line of Credit Facility [Line Items]
Number of banks with which agreement made	12
Number of years for unsecured revolving line of credit	5 years
Unsecured revolving line of credit	400,000	0
Debt instrument basis spread on LIBOR minimum on a three day advance notice	1.25%
Debt instrument basis spread on LIBOR maximum on a three day advance notice	2.00%
Debt instrument basis spread on variable rate minimum on same day borrowing	0.25%
Debt instrument basis spread on variable rate maximum on same day borrowing	1.00%
Federal funds effective rate plus 1%	1.00%
LIBOR rate plus 1%	1.00%
Maximum leverage ratio required to be maintained by partnership	35.00%
Required minimum partnership capital, net of reserve for anticipated withdrawals	1,381,577
Additional issuances of partnership capital	50.00%
Partnership draws against lines of credit	0	0	0
Amount outstanding under credit facility	$ 0	$ 0

XML

Receivable from and Payable to Brokers, Dealers and Clearing Organizations - Composition of Partnership's Receivable from and Payable to Brokers, Dealers and Clearing Organizations (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Components Of Receivable From And Payable To Brokers Dealers And Clearing Organizations [Abstract]
Receivable from money market funds	$ 62,317	$ 88,084
Deposits with clearing organizations	49,110	49,154
Receivable from clearing organizations	26,889	24,208
Securities failed to deliver	3,703	2,582
Other	6,084	25,091
Total receivable from brokers, dealers and clearing organizations	148,103	189,119
Payable to clearing organizations	65,949	53,874
Securities failed to receive	10,245	10,723
Payable to brokers, dealers and carrying brokers	3,049	880
Total payable to brokers, dealers and clearing organizations	$ 79,243	$ 65,477

XML

Subsequent Event - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013
Subsequent Event [Line Items]
2014 Employee Limited Partnership Interest Purchase Plan offering price	$ 350
Limited Partnership's minimum annual return rate	7.50%
Financial Advisors, Branch Office Administrators and Home Office Associates [Member]
Subsequent Event [Line Items]
2014 Employee Limited Partnership Interest Purchase Plan offering price	300
Financial Advisors [Member]
Subsequent Event [Line Items]
2014 Employee Limited Partnership Interest Purchase Plan offering price	$ 50

XML

COMMITMENTS, GUARANTEES AND RISKS (Tables)

12 Months Ended

Dec. 31, 2013

Commitments And Contingencies Disclosure [Abstract]

Partnership's Non-cancelable Lease Commitments Greater Than One Year

The Partnership’s non-cancelable lease commitments greater than one year as of December 31, 2013, are summarized below:

2014	$	132,026
2015		34,228
2016		22,936
2017		16,022
2018		11,760
Thereafter		32,361
Total	$	249,333

XML

Long-Term Debt - Composition of Partnership's Long-Term Debt (Parenthetical) (Detail) (7.28% Note payable collateralized by real estate [Member])	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
7.28% Note payable collateralized by real estate [Member]
Debt Instrument [Line Items]
Interest Rate	7.28%	7.28%
Long-Term debt maturity date	Jun. 01, 2017

XML

Segment Information - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2013 Segment	Dec. 31, 2012 Segment	Dec. 31, 2011 Segment
Segment Reporting [Abstract]
Number of operating segments	2	2	2
Number of reportable Segments	2

XML

Net Capital Requirements - Partnership's Net Capital Figures for U.S. and Canada Broker-Dealers (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
United States of America [Member]
Regulatory Capital Requirements
Net capital	$ 872,592	$ 711,894
Net capital in excess of the minimum required	830,455	670,072
Net capital as a percentage of aggregate debit items	41.40%	34.00%
Net capital after anticipated capital withdrawals, as a percentage of aggregate debit items	24.80%	18.50%
Canada [Member]
Regulatory Capital Requirements
Regulatory risk adjusted capital	34,131	38,488
Regulatory risk adjusted capital in excess of the minimum required to be held by IIROC	$ 27,093	$ 27,567

XML

Equipment, Property and Improvements - Composition of Partnership's Equipment, Property and Improvements (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Property, Plant and Equipment [Line Items]
Equipment, property and improvements, Gross	$ 1,442,664	$ 1,425,968
Accumulated depreciation and amortization	(900,079)	(888,919)
Equipment, property and improvements, Net	542,585	537,049
Land [Member]
Property, Plant and Equipment [Line Items]
Equipment, property and improvements, Gross	18,745	18,745
Buildings and improvements [Member]
Property, Plant and Equipment [Line Items]
Equipment, property and improvements, Gross	812,868	793,655
Equipment, furniture and fixtures [Member]
Property, Plant and Equipment [Line Items]
Equipment, property and improvements, Gross	$ 611,051	$ 613,568

XML

RECEIVABLE FROM MUTUAL FUNDS, INSURANCE COMPANIES, AND OTHER

12 Months Ended

Dec. 31, 2013

Text Block [Abstract]

RECEIVABLE FROM MUTUAL FUNDS, INSURANCE COMPANIES, AND OTHER

NOTE 3 – RECEIVABLE FROM MUTUAL FUNDS, INSURANCE COMPANIES, AND OTHER

Receivable from mutual funds, insurance companies and other is primarily composed of amounts due to the Partnership for asset-based fees and fees for sub-transfer agent accounting services from the mutual fund companies and insurance companies as well as a receivable from a retirement account trustee. The retirement account trustee receivable represents deposits held with the trustee as required by Canadian regulations for the Partnership’s clients’ retirement account funds held in Canada.

XML

Income Taxes - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Income Tax Disclosure [Abstract]
Partnership's tax basis of assets and liabilities exceeds book basis	$ 102,968	$ 82,925
Income tax examination, Likelihood of unfavorable settlement	Greater than fifty percent
Uncertain tax positions	$ 0	$ 0

XML

Fair Value - Partnership's Financial Assets at Fair Value (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Investments segregated under federal regulations:
Total investments segregated under federal regulations	$ 1,379,030	$ 1,106,928
Inventory securities:
Total inventory securities	101,495	74,552
Investment securities:
Total investment securities	141,094	111,904
State and municipal obligations [Member]
Inventory securities:
Total inventory securities	66,777	46,705
Unit investment trusts [Member]
Inventory securities:
Total inventory securities	1,903
Other [Member]
Inventory securities:
Total inventory securities	1,322	2,583
Investment securities:
Total investment securities	852	1,299
Mutual funds [Member]
Investment securities:
Total investment securities	116,523	89,743
Government and agency obligations [Member]
Investment securities:
Total investment securities	19,110	14,678
U.S. treasuries [Member]
Investments segregated under federal regulations:
Total investments segregated under federal regulations	1,154,030	1,006,928
Equities [Member]
Inventory securities:
Total inventory securities	27,138	17,845
Investment securities:
Total investment securities	4,609	6,184
Corporate bonds and notes [Member]
Inventory securities:
Total inventory securities	2,433	3,183
Certificates of deposit [Member]
Investments segregated under federal regulations:
Total investments segregated under federal regulations	225,000	100,000
Inventory securities:
Total inventory securities	1,922	4,236
Level I [Member]
Investments segregated under federal regulations:
Total investments segregated under federal regulations	1,154,030	1,006,928
Inventory securities:
Total inventory securities	29,432	19,011
Investment securities:
Total investment securities	140,242	110,605
Level I [Member] | State and municipal obligations [Member]
Inventory securities:
Total inventory securities	0	0
Level I [Member] | Unit investment trusts [Member]
Inventory securities:
Total inventory securities	1,903
Level I [Member] | Other [Member]
Inventory securities:
Total inventory securities	391	1,166
Investment securities:
Total investment securities	0	0
Level I [Member] | Mutual funds [Member]
Investment securities:
Total investment securities	116,523	89,743
Level I [Member] | Government and agency obligations [Member]
Investment securities:
Total investment securities	19,110	14,678
Level I [Member] | U.S. treasuries [Member]
Investments segregated under federal regulations:
Total investments segregated under federal regulations	1,154,030	1,006,928
Level I [Member] | Equities [Member]
Inventory securities:
Total inventory securities	27,138	17,845
Investment securities:
Total investment securities	4,609	6,184
Level I [Member] | Corporate bonds and notes [Member]
Inventory securities:
Total inventory securities	0	0
Level I [Member] | Certificates of deposit [Member]
Investments segregated under federal regulations:
Total investments segregated under federal regulations	0	0
Inventory securities:
Total inventory securities	0	0
Level II [Member]
Investments segregated under federal regulations:
Total investments segregated under federal regulations	225,000	100,000
Inventory securities:
Total inventory securities	72,063	55,541
Investment securities:
Total investment securities	852	1,299
Level II [Member] | State and municipal obligations [Member]
Inventory securities:
Total inventory securities	66,777	46,705
Level II [Member] | Unit investment trusts [Member]
Inventory securities:
Total inventory securities	0
Level II [Member] | Other [Member]
Inventory securities:
Total inventory securities	931	1,417
Investment securities:
Total investment securities	852	1,299
Level II [Member] | Mutual funds [Member]
Investment securities:
Total investment securities	0	0
Level II [Member] | Government and agency obligations [Member]
Investment securities:
Total investment securities	0	0
Level II [Member] | U.S. treasuries [Member]
Investments segregated under federal regulations:
Total investments segregated under federal regulations	0	0
Level II [Member] | Equities [Member]
Inventory securities:
Total inventory securities	0	0
Investment securities:
Total investment securities	0	0
Level II [Member] | Corporate bonds and notes [Member]
Inventory securities:
Total inventory securities	2,433	3,183
Level II [Member] | Certificates of deposit [Member]
Investments segregated under federal regulations:
Total investments segregated under federal regulations	225,000	100,000
Inventory securities:
Total inventory securities	1,922	4,236
Level III [Member]
Investments segregated under federal regulations:
Total investments segregated under federal regulations	0	0
Inventory securities:
Total inventory securities	0	0
Investment securities:
Total investment securities	0	0
Level III [Member] | State and municipal obligations [Member]
Inventory securities:
Total inventory securities	0	0
Level III [Member] | Unit investment trusts [Member]
Inventory securities:
Total inventory securities	0
Level III [Member] | Other [Member]
Inventory securities:
Total inventory securities	0	0
Investment securities:
Total investment securities	0	0
Level III [Member] | Mutual funds [Member]
Investment securities:
Total investment securities	0	0
Level III [Member] | Government and agency obligations [Member]
Investment securities:
Total investment securities	0	0
Level III [Member] | U.S. treasuries [Member]
Investments segregated under federal regulations:
Total investments segregated under federal regulations	0	0
Level III [Member] | Equities [Member]
Inventory securities:
Total inventory securities	0	0
Investment securities:
Total investment securities	0	0
Level III [Member] | Corporate bonds and notes [Member]
Inventory securities:
Total inventory securities	0	0
Level III [Member] | Certificates of deposit [Member]
Investments segregated under federal regulations:
Total investments segregated under federal regulations	0	0
Inventory securities:
Total inventory securities	$ 0	$ 0

XML

RECEIVABLE FROM AND PAYABLE TO BROKERS, DEALERS AND CLEARING ORGANIZATIONS (Tables)

12 Months Ended

Dec. 31, 2013

Brokers And Dealers [Abstract]

Composition of Partnership's Receivable From and Payable to Brokers, Dealers and Clearing Organizations

The following table shows the components of receivable from and payable to brokers, dealers and clearing organizations as of December 31, 2013 and 2012:

	2013		2012
Receivable from money market funds	$	62,317	$	88,084
Deposits with clearing organizations		49,110		49,154
Receivable from clearing organizations		26,889		24,208
Securities failed to deliver		3,703		2,582
Other		6,084		25,091
Total receivable from brokers, dealers and clearing organizations	$	148,103	$	189,119
Payable to clearing organizations	$	65,949	$	53,874
Securities failed to receive		10,245		10,723
Payable to brokers, dealers and carrying brokers		3,049		880
Total payable to brokers, dealers and clearing organizations	$	79,243	$	65,477

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

The Partnership's Business and Basis of Accounting

The Partnership’s Business and Basis of Accounting. The accompanying Consolidated Financial Statements include the accounts of The Jones Financial Companies, L.L.L.P. and all wholly-owned subsidiaries (collectively, the “Partnership”). All material intercompany balances and transactions have been eliminated in consolidation. Non-controlling minority interests are accounted for under the equity method. The results of the Partnership’s subsidiaries in Canada are included in the Partnership’s Consolidated Financial Statements for the twelve month periods ended November 30, 2013, 2012 and 2011 because of the timing of the Partnership’s financial reporting process.

The Partnership’s principal operating subsidiary, Edward D. Jones & Co., L.P. (“Edward Jones”), is comprised of two registered broker-dealers primarily serving individual investors in the United States (“U.S.”) and, through a subsidiary, Canada. Edward Jones primarily derives its revenues from the retail brokerage business through the sale of listed and unlisted securities and insurance products, investment banking, principal transactions, distribution of mutual fund shares, and through fees related to assets held by and account services provided to its clients. The Partnership conducts business throughout the U.S. and Canada with its clients, various brokers, dealers, clearing organizations, depositories and banks. For financial information related to the Partnership’s two operating segments for the years ended December 31, 2013, 2012 and 2011, see Note 16 to the Consolidated Financial Statements. Trust services are offered to Edward Jones’ U.S. clients through Edward Jones Trust Company (“EJTC”), a wholly-owned subsidiary of the Partnership.

The Consolidated Financial Statements have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the U.S. (“GAAP”) which require the use of certain estimates by management in determining the Partnership’s assets, liabilities, revenues and expenses. Actual results could differ from these estimates.

Under the terms of the Partnership’s Eighteenth Amended and Restated Partnership Agreement (the “Partnership Agreement”), a partner’s capital is required to be redeemed by the Partnership in the event of the partner’s death or withdrawal from the Partnership, subject to compliance with ongoing regulatory capital requirements. In the event of a partner’s death, the Partnership must generally redeem the partner’s capital within six months. The Partnership has withdrawal restrictions in place limiting the amount of capital that can be withdrawn at the discretion of the partner. Under the terms of the Partnership Agreement, limited partners withdrawing from the Partnership are to be repaid their capital in three equal annual installments beginning the month after their withdrawal. The capital of general partners withdrawing from the Partnership is converted to subordinated limited partnership capital or, at the discretion of the Managing Partner, redeemed by the Partnership. Subordinated limited partners are repaid their capital in six equal annual installments beginning the month after their request for withdrawal of contributed capital. The Partnership’s Managing Partner has discretion to waive or modify these withdrawal restrictions and to accelerate the return of capital. All current and future partnership capital is subordinate to all current and future liabilities of the Partnership.

Revenue Recognition

Revenue Recognition. The Partnership’s commissions, principal transactions and investment banking revenues are recorded on a trade date basis. Other forms of revenue are recorded on an accrual basis. Due to the timing of receipt of information, the Partnership must use estimates in recording the accruals related to certain asset-based fees. These accruals are based on historical trends and are adjusted to reflect market conditions for the period covered. The Partnership classifies its revenue into the following categories:

Commissions revenue consists of charges to clients for the purchase or sale of mutual fund shares, listed and unlisted securities and insurance products.

Principal transactions revenue is the result of the Partnership’s participation in market-making activities in municipal obligations, over-the-counter corporate obligations, government obligations, unit investment trusts, mortgage-backed securities and certificates of deposit.

Investment banking revenue is derived from the Partnership’s distribution of unit investment trusts, corporate and municipal obligations, and government sponsored enterprise obligations.

Asset-based fee revenue is derived from fees determined by the underlying value of client assets and includes advisory programs, service fees and revenue sharing. Most asset-based fee revenue is generated from fees for investment advisory services within the Partnership’s advisory programs, including Edward Jones Advisory Solutions (“Advisory Solutions”), Edward Jones Managed Account Program (“MAP”) and, in Canada, Edward Jones Portfolio Program and Guided Portfolios Program. The Partnership also earns asset-based fee revenue through service fees received under agreements with mutual fund and insurance companies, including revenue related to the Partnership’s ownership interest in Passport Research Ltd., the investment adviser to the Edward Jones money market funds. In addition, the Partnership earns revenue sharing from certain mutual fund and insurance companies. In most cases, this is additional compensation paid by investment advisers, insurance companies or distributors based on a percentage of average assets held by the Partnership’s clients.

Account and activity fee revenue includes fees received from mutual fund companies for sub-transfer agent accounting services performed by the Partnership and retirement account fees primarily consisting of self-directed IRA custodian account fees. This revenue category also includes other activity-based fee revenue from clients, mutual fund companies and insurance companies.

Interest and dividends revenue is earned on client margin (loan) account balances, cash and cash equivalents, cash and investments segregated under federal regulations, securities purchased under agreements to resell, partnership loans, inventory securities and investment securities.

The Partnership derived from one mutual fund company 19% of its total revenue for each of the years ended December 31, 2013, 2012 and 2011. The revenue generated from this company related to business conducted with the Partnership’s U.S. segment. Significant reductions in revenue due to regulatory reform or other changes to the Partnership’s relationship with this mutual fund company could have a material impact on the Partnership’s results of operations.

Foreign Exchange

Foreign Exchange. Assets and liabilities denominated in a foreign currency are translated at the exchange rate at the end of the period. Revenue and expenses denominated in a foreign currency are translated using the average exchange rate for each period. Foreign exchange gains and losses are included in other revenue on the Consolidated Statements of Income.

Fair Value

Fair Value. Substantially all of the Partnership’s financial assets and financial liabilities covered under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 820, Fair Value Measurement and Disclosure (“ASC 820”), are carried at fair value or contracted amounts which approximate fair value. Upon the adoption of fair value guidance set forth in FASB ASC No. 825, Financial Instruments, the Partnership elected not to take the fair value option on all debt and liabilities subordinated to the claims of general creditors.

Fair value of a financial instrument is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, also known as the “exit price.” Financial assets are marked to bid prices and financial liabilities are marked to offer prices. The Partnership’s financial assets and financial liabilities recorded at fair value in the Consolidated Statements of Financial Condition are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, defined by ASC 820 with the related amount of subjectivity associated with the inputs to value these assets and liabilities at fair value for each level, are as follows:

Level I – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

The types of assets and liabilities categorized as Level I generally are U.S. treasuries, investments in publicly traded mutual funds, equities listed in active markets, government and agency obligations, and unit investment trusts with quoted market prices.

Level II – Inputs (other than quoted prices included in Level I) are either directly or indirectly observable for the asset or liability through correlation with related market data at the measurement date and for the duration of the instrument’s anticipated life. The Partnership uses the market approach valuation technique which incorporates third-party pricing services and other relevant observable information (such as market interest rates, yield curves, prepayment risk and credit risk generated by market transactions involving identical or comparable assets or liabilities) in valuing these types of investments. When third-party pricing services are used, the methods and assumptions used are reviewed by the Partnership.

The types of assets and liabilities categorized as Level II generally are certificates of deposit, state and municipal obligations and corporate bonds and notes.

Level III – Inputs are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the inputs to the model.

The Partnership did not have any assets or liabilities categorized as Level III during the periods ended December 31, 2013 and 2012. In addition, there were no transfers into or out of Levels I, II or III during these periods.

The Partnership estimates the fair value of long-term debt and the liabilities subordinated to claims of general creditors based on the present value of future principal and interest payments associated with the debt, using current interest rates for debt of a similar nature as that of the Partnership (Level II input).

Cash and Cash Equivalents

Cash and Cash Equivalents. The Partnership considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

Cash and Investments Segregated under Federal Regulations

Cash and Investments Segregated under Federal Regulations. Cash of $7,056,047 and $6,607,714 and investments of $1,379,030 and $1,106,928 as of December 31, 2013 and 2012, respectively, were segregated in special reserve bank accounts for the benefit of U.S. clients under Rule 15c3-3 of the Securities and Exchange Commission (“SEC”).

Securities Purchased Under Agreements to Resell

Securities Purchased Under Agreements to Resell. The Partnership participates in short-term resale agreements collateralized by government and agency securities. These transactions are reported as collateralized financing. The fair value of the underlying collateral as determined daily, plus accrued interest, must equal or exceed 102% of the carrying amount of the transaction in U.S. agreements and must equal or exceed 100% in Canada agreements. It is the Partnership’s policy to have such underlying resale agreement collateral delivered to the Partnership or deposited in its accounts at its custodian banks. Resale agreements are carried at the amount at which the securities will be subsequently resold, as specified in the agreements. The Partnership considers these financing receivables to be of good credit quality and, as a result, has not recorded a related allowance for credit loss. In addition, the Partnership considers risk related to these securities to be minimal due to the fact that these securities are fully collateralized.

Securities Borrowing and Lending Activities

Securities Borrowing and Lending Activities. Securities borrowed and securities loaned transactions are reported as collateralized financings. Securities borrowed transactions require the Partnership to deposit cash with the lender. In securities loaned transactions, the Partnership receives collateral in the form of cash. Collateral for both securities borrowed and securities loaned is based on 102% of the fair value of the underlying securities loaned in U.S. agreements and 100% in Canada agreements. The Partnership monitors the fair value of securities borrowed and loaned on a daily basis, with additional collateral obtained or refunded as necessary. Securities borrowed and securities loaned are included in receivable from and payable to brokers, dealers and clearing organizations, respectively, in the Consolidated Statements of Financial Condition.

Collateral

Collateral. The Partnership reports as assets collateral it has pledged in secured borrowings and other arrangements when the secured party cannot sell or repledge the assets or the Partnership can substitute collateral or otherwise redeem it on short notice. The Partnership does not report collateral it has received in secured lending and other arrangements as an asset when the debtor has the right to redeem or substitute the collateral on short notice.

Securities Owned and Sold, Not Yet Purchased

Securities Owned and Sold, Not Yet Purchased. Securities owned and sold, not yet purchased, including inventory securities and investment securities, are recorded at fair value which is determined by using quoted market or dealer prices. The Partnership records the related unrealized gains and losses for inventory securities and certain investment securities in principal transactions revenue in the Consolidated Statements of Income. The unrealized gains and losses for investment securities related to the nonqualified deferred compensation plan are recorded in other revenue in the Consolidated Statements of Income (see below).

Equipment, Property and Improvements

Equipment, Property and Improvements. Equipment, including furniture and fixtures, is recorded at cost and depreciated using straight-line and accelerated methods over estimated useful lives of three to seven years. Buildings are depreciated using the straight-line method over their useful lives, which are estimated at thirty years. Leasehold improvements are amortized based on the term of the lease or the economic useful life of the improvement, whichever is less. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation or amortization is removed from the respective category and any related gain or loss is recorded as other revenue in the Consolidated Statements of Income. The cost of maintenance and repairs is charged against income as incurred, whereas significant enhancements are capitalized. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the book value of the asset may not be fully recoverable. If impairment is indicated, the asset value is written down to its fair value.

Nonqualified Deferred Compensation Plan

Nonqualified Deferred Compensation Plan. The Partnership has a nonqualified deferred compensation plan for certain financial advisors. The Partnership has recorded a liability for the future payments due to financial advisors participating in the nonqualified deferred compensation plan. As the future amounts due to financial advisors change in accordance with plan requirements, the Partnership records the change in future amounts owed to financial advisors as an increase or decrease in accrued compensation in the Consolidated Statements of Financial Condition and compensation and benefits expense in the Consolidated Statements of Income. The Partnership has chosen to hedge this future liability by purchasing securities in an amount similar to the future liability expected to be due in accordance with the plan. These securities are included in investment securities in the Consolidated Statements of Financial Condition and the unrealized gains and losses are recorded in other revenue in the Consolidated Statements of Income. Each period, the net impact of the change in future amounts owed to financial advisors in the nonqualified deferred compensation plan and the change in investment securities are approximately the same, resulting in minimal net impact on the Partnership’s financial results.

Lease Accounting

Lease Accounting. The Partnership enters into lease agreements for certain home office facilities as well as branch office locations. The associated lease expense is recognized on a straight-line basis over the minimum lease terms.

Income Taxes

Income Taxes. Income taxes have not been provided for in the Consolidated Financial Statements in most jurisdictions as the Partnership is organized as a partnership and each partner is liable for its own tax payments. For the jurisdictions in which the Partnership is liable for its own tax payments, the income tax provisions are immaterial (see Note 12).

Reclassification

Reclassification. Certain prior year balances have been reclassified to conform to the current year presentation.

Partnership Capital Subject to Mandatory Redemption

Partnership Capital Subject to Mandatory Redemption. FASB ASC No. 480, Distinguishing Liabilities from Equity (“ASC 480”), established standards for classifying and measuring certain financial instruments with characteristics of both liabilities and equity. Under the provisions of ASC 480, the obligation to redeem a partner’s capital in the event of a partner’s death is one of the criteria requiring capital to be classified as a liability.

Since the Partnership Agreement obligates the Partnership to redeem a partner’s capital after a partner’s death, ASC 480 requires all of the Partnership’s equity capital to be classified as a liability. In accordance with ASC 480, income allocable to limited, subordinated limited and general partners is classified as a reduction of income before allocations to partners, which results in a presentation of $0 net income for the years ended December 31, 2013, 2012 and 2011. The financial statement presentations required to comply with ASC 480 do not alter the Partnership’s treatment of income, income allocations or capital for any other purposes.

Net income, as defined in the Partnership Agreement, is equivalent to income before allocations to partners on the Consolidated Statements of Income. Such income, if any, for each calendar year is allocated to the Partnership’s three classes of capital in accordance with the formulas prescribed in the Partnership Agreement. Income allocations are based upon partner capital contributions including capital contributions financed with loans from the Partnership. First, limited partners are allocated net income (as defined in the Partnership Agreement) in accordance with the prescribed formula for their share of net income. Limited partners do not share in the net loss in any year in which there is a net loss and the Partnership is not dissolved or liquidated. Thereafter, subordinated limited partners and general partners are allocated any remaining net income or net loss based on formulas as defined in the Partnership Agreement.

Recently Adopted Accounting Standards

Recently Adopted Accounting Standards. In December 2011, the FASB issued Accounting Standards Update (“ASU”) No. 2011-11, Disclosures about Offsetting Assets and Liabilities (“ASU 2011-11”), which established requirements for an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. ASU 2011-11 was adopted on January 1, 2013 and adoption did not have a material impact on the Partnership’s Consolidated Statement of Financial Condition (see Note 19).

Contingencies (ASC No.450)

The Partnership assesses its liabilities and contingencies utilizing available information. For those matters where it is probable the Partnership will incur a potential loss and the amount of the loss is reasonably estimable, in accordance with FASB ASC No. 450, Contingencies, an accrued liability has been established. These reserves represent the Partnership’s aggregate estimate of the potential loss contingency at December 31, 2013 and are believed to be sufficient. Such liability may be adjusted from time to time to reflect any relevant developments.

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Liabilities Subordinated to Claims of General Creditors - Liabilities Subordinated to Claims of General Creditors (Parenthetical) (Detail) (7.33% Capital notes [Member], USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013
7.33% Capital notes [Member]
Partnership's liabilities subordinated to claims of general creditors
Interest rate	7.33%
Annual installment under 7.33% Capital Notes	$ 50,000
Long-Term debt maturity date	Jun. 12, 2014

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Fair Value - Partnership's Financial Liabilities at Fair Value (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Securities sold, not yet purchased:
Total securities sold, not yet purchased	$ 4,259	$ 22,327
Other [Member]
Securities sold, not yet purchased:
Total securities sold, not yet purchased	1,365	914
Mutual funds [Member]
Securities sold, not yet purchased:
Total securities sold, not yet purchased		12,014
Certificates of deposit [Member]
Securities sold, not yet purchased:
Total securities sold, not yet purchased		2,774
Corporate bonds and notes [Member]
Securities sold, not yet purchased:
Total securities sold, not yet purchased	1,871	1,492
Equities [Member]
Securities sold, not yet purchased:
Total securities sold, not yet purchased	1,023	5,133
Level I [Member]
Securities sold, not yet purchased:
Total securities sold, not yet purchased	1,324	17,461
Level I [Member] | Other [Member]
Securities sold, not yet purchased:
Total securities sold, not yet purchased	301	314
Level I [Member] | Mutual funds [Member]
Securities sold, not yet purchased:
Total securities sold, not yet purchased		12,014
Level I [Member] | Certificates of deposit [Member]
Securities sold, not yet purchased:
Total securities sold, not yet purchased		0
Level I [Member] | Corporate bonds and notes [Member]
Securities sold, not yet purchased:
Total securities sold, not yet purchased	0	0
Level I [Member] | Equities [Member]
Securities sold, not yet purchased:
Total securities sold, not yet purchased	1,023	5,133
Level II [Member]
Securities sold, not yet purchased:
Total securities sold, not yet purchased	2,935	4,866
Level II [Member] | Other [Member]
Securities sold, not yet purchased:
Total securities sold, not yet purchased	1,064	600
Level II [Member] | Mutual funds [Member]
Securities sold, not yet purchased:
Total securities sold, not yet purchased		0
Level II [Member] | Certificates of deposit [Member]
Securities sold, not yet purchased:
Total securities sold, not yet purchased		2,774
Level II [Member] | Corporate bonds and notes [Member]
Securities sold, not yet purchased:
Total securities sold, not yet purchased	1,871	1,492
Level II [Member] | Equities [Member]
Securities sold, not yet purchased:
Total securities sold, not yet purchased	0	0
Level III [Member]
Securities sold, not yet purchased:
Total securities sold, not yet purchased	0	0
Level III [Member] | Other [Member]
Securities sold, not yet purchased:
Total securities sold, not yet purchased	0	0
Level III [Member] | Mutual funds [Member]
Securities sold, not yet purchased:
Total securities sold, not yet purchased		0
Level III [Member] | Certificates of deposit [Member]
Securities sold, not yet purchased:
Total securities sold, not yet purchased		0
Level III [Member] | Corporate bonds and notes [Member]
Securities sold, not yet purchased:
Total securities sold, not yet purchased	0	0
Level III [Member] | Equities [Member]
Securities sold, not yet purchased:
Total securities sold, not yet purchased	$ 0	$ 0

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FAIR VALUE (Tables)

12 Months Ended

Dec. 31, 2013

Fair Value Disclosures [Abstract]

Partnership's Financial Assets at Fair Value

The following table shows the Partnership’s financial instruments measured at fair value:

	Financial Assets at Fair Value as of
	December 31, 2013
	Level I		Level II		Level III		Total
Investments segregated under federal regulations:
U.S. treasuries	$	1,154,030	$	—	$	—	$	1,154,030
Certificates of deposit		—		225,000		—		225,000
Total investments segregated under federal regulations	$	1,154,030	$	225,000	$	—	$	1,379,030
Securities owned:
Inventory securities:
State and municipal obligations	$	—	$	66,777	$	—	$	66,777
Equities		27,138		—		—		27,138
Corporate bonds and notes		—		2,433		—		2,433
Certificates of deposit		—		1,922		—		1,922
Unit investment trusts		1,903		—		—		1,903
Other		391		931		—		1,322
Total inventory securities	$	29,432	$	72,063	$	—	$	101,495
Investment securities:
Mutual funds	$	116,523	$	—	$	—	$	116,523
Government and agency obligations		19,110		—		—		19,110
Equities		4,609		—		—		4,609
Other		—		852		—		852
Total investment securities	$	140,242	$	852	$	—	$	141,094

Financial Assets at Fair Value as of December 31, 2012
	Level I		Level II		Level III		Total
Investments segregated under federal regulations:
U.S. treasuries	$	1,006,928	$	—	$	—	$	1,006,928
Certificates of deposit		—		100,000		—		100,000
Total investments segregated under federal regulations	$	1,006,928	$	100,000	$	—	$	1,106,928
Securities owned:
Inventory securities:
State and municipal obligations	$	—	$	46,705	$	—	$	46,705
Equities		17,845		—		—		17,845
Certificates of deposit		—		4,236		—		4,236
Corporate bonds and notes		—		3,183		—		3,183
Other		1,166		1,417		—		2,583
Total inventory securities	$	19,011	$	55,541	$	—	$	74,552
Investment securities:
Mutual funds	$	89,743	$	—	$	—	$	89,743
Government and agency obligations		14,678		—		—		14,678
Equities		6,184		—		—		6,184
Other		—		1,299		—		1,299
Total investment securities	$	110,605	$	1,299	$	—	$	111,904

Partnership's Financial Liabilities at Fair Value

Financial Liabilities at Fair Value as of
	December 31, 2013
	Level I		Level II		Level III		Total
Securities sold, not yet purchased:
Corporate bonds and notes	$	—	$	1,871	$	—	$	1,871
Equities		1,023		—		—		1,023
Other		301		1,064		—		1,365
Total securities sold, not yet purchased	$	1,324	$	2,935	$	—	$	4,259

Financial Liabilities at Fair Value as of
	December 31, 2012
	Level I		Level II		Level III		Total
Securities sold, not yet purchased:
Mutual funds	$	12,014	$	—	$	—	$	12,014
Equities		5,133		—		—		5,133
Certificates of deposit		—		2,774		—		2,774
Corporate bonds and notes		—		1,492		—		1,492
Other		314		600		—		914
Total securities sold, not yet purchased	$	17,461	$	4,866	$	—	$	22,327

Estimated Fair Values of Long Term Debt and Liabilities Subordinated to Claims of General Creditors

The following table shows the estimated fair values of long-term debt and liabilities subordinated to claims of general creditors as of December 31, 2013 and 2012:

	2013		2012
Long-term debt	$	4,824	$	6,091
Liabilities subordinated to claims of general creditors		50,000		103,396
Total	$	54,824	$	109,487

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EQUIPMENT, PROPERTY AND IMPROVEMENTS (Tables)

12 Months Ended

Dec. 31, 2013

Property Plant And Equipment [Abstract]

Composition of Partnership's Equipment, Property and Improvements

The following table shows equipment, property and improvements as of December 31, 2013 and 2012:

	2013			2012
Land	$	18,745		$	18,745
Buildings and improvements		812,868			793,655
Equipment, furniture and fixtures		611,051			613,568
Equipment, property and improvements, Gross		1,442,664			1,425,968
Accumulated depreciation and amortization		(900,079	)		(888,919	)
Equipment, property and improvements, Net	$	542,585		$	537,049

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RECEIVABLE FROM AND PAYABLE TO CLIENTS

12 Months Ended

Dec. 31, 2013

Text Block [Abstract]

RECEIVABLE FROM AND PAYABLE TO CLIENTS

NOTE 2 – RECEIVABLE FROM AND PAYABLE TO CLIENTS

Receivable from and payable to clients include margin balances and amounts due on cash transactions. The value of securities owned by clients and held as collateral for these receivables is not reflected in the Consolidated Financial Statements. The Partnership considers these financing receivables to be of good credit quality due to the fact that these receivables are primarily collateralized by the related client investments and, as a result, the Partnership considers risk related to these receivables to be minimal. Substantially all amounts payable to clients are subject to withdrawal upon client request. The Partnership pays interest on certain credit balances in client accounts.

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LINES OF CREDIT (Tables)

12 Months Ended

Dec. 31, 2013

Text Block [Abstract]

Composition of Partnership's Aggregate Bank Lines of Credit

The following table shows the composition of the Partnership’s aggregate bank lines of credit in place as of December 31, 2013 and 2012:

	2013		2012
2013 Credit Facility	$	400,000	$	—
2011 Credit Facility		—		395,000
Uncommitted secured credit facilities		415,000		415,000
Total lines of credit	$	815,000	$	810,000

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OFFSETTING ASSETS AND LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2013

Text Block [Abstract]

Schedule of Partnership's Assets Subject to Master Netting Arrangements

The following table shows the Partnership’s securities purchased under agreements to resell as of December 31, 2013 and 2012:

	Gross amounts of		Gross amounts offset in the Consolidated Statements of		Net amounts presented in the Consolidated Statements of		Gross amounts not offset in the Consolidated Statements of Financial Condition
	recognized assets		Financial Condition		Financial Condition		Financial instruments		Securities collateral(1)			Net amount
Dec 31, 2013	$	1,026,405		—		1,026,405		—		(1,026,405	)	$	—
Dec 31, 2012	$	1,092,586		—		1,092,586		—		(1,092,586	)	$	—

⁽¹⁾ Actual collateral was greater than 102% of the related assets in U.S. agreements and greater than 100% in Canada agreements for all periods presented.

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Long-Term Debt - Schedule of Annual Principal Payment (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Debt Instrument [Line Items]
Long term debt	$ 4,430	$ 5,503
7.28% Note payable collateralized by real estate [Member]
Debt Instrument [Line Items]
2014	1,153
2015	1,240
2016	1,333
2017	704
2018	0
Thereafter	0
Long term debt	$ 4,430	$ 5,503

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Quarterly Information - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Quarterly Financial Information Disclosure [Abstract]
Net income from partnership	$ 0	$ 0	$ 0

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CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
ASSETS:
Cash and cash equivalents	$ 599,705	$ 600,936
Cash and investments segregated under federal regulations	8,435,077	7,714,642
Securities purchased under agreements to resell	1,026,405	1,092,586
Receivable from:
Clients	2,300,082	2,266,874
Mutual funds, insurance companies and other	405,009	355,507
Brokers, dealers and clearing organizations	148,103	189,119
Securities owned, at fair value:
Inventory securities	101,495	74,552
Investment securities	141,094	111,904
Equipment, property and improvements, at cost, net of accumulated depreciation and amortization	542,585	537,049
Other assets	95,206	99,074
TOTAL ASSETS	13,794,761	13,042,243
Payable to:
Clients	10,596,321	10,075,684
Brokers, dealers and clearing organizations	79,243	65,477
Securities sold, not yet purchased, at fair value	4,259	22,327
Accrued compensation and employee benefits	842,448	665,509
Accounts payable and accrued expenses	137,562	124,850
Long-term debt	4,430	5,503
Total liabilities before liabilities subordinated to claims of general creditors	11,664,263	10,959,350
Liabilities subordinated to claims of general creditors	50,000	100,000
Commitments and contingencies (Notes 14 and 15)
Partnership capital subject to mandatory redemption, net of reserve for anticipated withdrawals	1,857,915	1,812,247
Reserve for anticipated withdrawals	222,583	170,646
Total partnership capital subject to mandatory redemption	2,080,498	1,982,893
TOTAL LIABILITIES	$ 13,794,761	$ 13,042,243

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Fair Value - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mark-to-market adjustment gain (loss)	$ 31	$ 7
Gain related to derivative instrument	419
Loss related to derivative instrument		410	1,129
Future [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Notional amounts of futures contracts outstanding	9,000	2,000
Average notional amounts of futures contracts outstanding	$ 6,900	$ 4,700

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 0	$ 0	$ 0
Adjustments to reconcile net income to net cash provided by operating activities:
Income before allocations to partners	674,338	555,020	481,783
Depreciation and amortization	82,095	80,148	90,609
Changes in assets and liabilities:
Cash and investments segregated under federal regulations	(720,435)	(3,242,116)	(858,363)
Securities purchased under agreements to resell	66,181	(416,138)	278,761
Net payable to clients	487,429	3,435,028	1,085,328
Net receivable from brokers, dealers and clearing organizations	54,782	(100,084)	8,124
Receivable from mutual funds, insurance companies and other	(49,502)	(55,500)	(8,922)
Securities owned, net	(74,201)	7,453	(3,700)
Other assets	3,868	305	(5,113)
Accrued compensation and employee benefits	176,939	125,093	34,195
Accounts payable and accrued expenses	9,314	(41,975)	(21,974)
Net cash provided by operating activities	710,808	347,234	1,080,728
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment, property and improvements, net	(84,233)	(36,903)	(54,230)
Net cash used in investing activities	(84,233)	(36,903)	(54,230)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of long-term debt	(1,073)	(997)	(59,897)
Repayment of subordinated liabilities	(50,000)	(50,000)	(53,700)
Issuance of partnership interests (net of partnership loans)	38,549	45,121	270,839
Redemption of partnership interests	(116,018)	(99,170)	(97,191)
Distributions from partnership capital	(550,203)	(434,614)	(359,467)
Issuance of partnership loans	(11,203)	0	0
Repayment of partnership loans	62,142	10,759	4,840
Net cash used in financing activities	(627,806)	(528,901)	(294,576)
Net (decrease) increase in cash and cash equivalents	(1,231)	(218,570)	731,922
CASH AND CASH EQUIVALENTS:
Beginning of year	600,936	819,506	87,584
End of year	599,705	600,936	819,506
Cash paid for interest	58,817	62,524	67,904
Cash paid for taxes (Note 12)	7,460	4,132	5,087
NON-CASH ACTIVITIES:
Additions of equipment, property and improvements in accounts payable and accrued expenses	3,914	516	1,371
Issuance of general partnership interests through partnership loans in current period	$ 95,197	$ 94,170	$ 91,693

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Partnership Capital Subject to Mandatory Redemption - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Other Liabilities [Abstract]
Period of loans made by Partnership to general partners	1 year
Outstanding amount of partner loans financed through the Partnership	$ 214,522	$ 170,264	$ 86,853
Interest income from outstanding amount of general partner loan	7,604	5,717	2,888
Partnership loans issued related to new capital contributions	95,197
Partnership loans issued in connection with paying off bank loan	11,203
Repayment of bank loans through earnings	35,393
Partnership administered bank loans maturity date	Feb. 22, 2013
Limited Partnership's minimum annual return rate	7.50%
Limited Partnership's minimum return, value	$ 48,380	$ 49,181	$ 50,137

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PARTNERSHIP CAPITAL SUBJECT TO MANDATORY REDEMPTION (Tables)

12 Months Ended

Dec. 31, 2013

Other Liabilities Disclosure [Abstract]

Composition of Partnership's Capital Subject to Mandatory Redemption

The following table shows the Partnership’s capital subject to mandatory redemption as of December 31, 2013 and 2012:

	2013			2012
Partnership capital outstanding:
Limited partnership capital	$	640,270		$	650,735
Subordinated limited partnership capital		304,558			283,709
General partnership capital		1,127,609			1,048,067
Total partnership capital outstanding		2,072,437			1,982,511
Partnership loans outstanding:
Partnership loans outstanding at beginning of period		(170,264	)		(86,853	)
Partnership loans issued during the period		(106,400	)		(94,170	)
Repayment of partnership loans during the period		62,142			10,759
Total partnership loans outstanding		(214,522	)		(170,264	)
Partnership capital subject to mandatory redemption, net of reserve for anticipated withdrawals		1,857,915			1,812,247
Reserve for anticipated withdrawals		222,583			170,646
Partnership capital subject to mandatory redemption	$	2,080,498		$	1,982,893

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Commitments, Guarantees and Risks - Partnership's Non-cancelable Lease Commitments Greater Than One Year (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013
Commitments And Contingencies Disclosure [Abstract]
2014	$ 132,026
2015	34,228
2016	22,936
2017	16,022
2018	11,760
Thereafter	32,361
Total partnerships non-cancelable lease commitments	$ 249,333

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SEGMENT INFORMATION

12 Months Ended

Dec. 31, 2013

Segment Reporting [Abstract]

SEGMENT INFORMATION

NOTE 16 – SEGMENT INFORMATION

An operating segment is defined as a component of an entity that has all of the following characteristics: it engages in business activities from which it may earn revenues and incur expenses; its operating results are regularly reviewed by the entity’s chief operating decision-maker (or decision-making group) for resource allocation and to assess performance; and discrete financial information is available. Operating segments may be combined in certain circumstances into reportable segments for financial reporting. The Partnership has determined it has two operating and reportable segments based upon geographic location, the U.S. and Canada.

Each segment, in its own geographic location, primarily derives revenue from the retail brokerage business from the purchase or sale of mutual fund shares, listed and unlisted securities and insurance products, as well as from principal transactions, investment banking, and fees related to assets held by and account services provided to its clients.

The Partnership evaluates segment performance based upon income (loss) before allocations to partners, as well as income (loss) before variable compensation. Variable compensation is determined at the Partnership level for profit sharing and home office and branch employee bonus amounts, and therefore is allocated to each geographic segment independent of that segment’s individual income before variable compensation. Financial advisor bonuses are determined by the overall Partnership’s profitability, as well as the performance of the individual financial advisors. Both income (loss) before allocations to partners and income (loss) before variable compensation are considered in evaluating segment performance. Long-lived assets are not disclosed because the balances are not used for evaluating segment performance and deciding how to allocate resources to segments. However, total assets for each segment are provided for informational purposes.

The accounting policies of the segments are the same as those described in Note 1 – Summary of Significant Accounting Policies. For computation of segment information, the Partnership allocates costs incurred by the U.S. entity in support of Canada operations to the Canada segment. Canada segment information is based upon the Consolidated Financial Statements of the Partnership’s Canada operations without eliminating intercompany items, such as management fees paid to affiliated entities. The U.S. segment information is derived from the Consolidated Financial Statements less the Canada segment information as presented. This is consistent with how management reviews the segments in order to assess performance.

The following table shows financial information for the Partnership’s reportable segments for the years ended December 31, 2013, 2012 and 2011:

	2013			2012			2011
Net revenue:
U.S.	$	5,457,479		$	4,789,850		$	4,324,451
Canada		199,427			175,325			185,410
Total net revenue	$	5,656,906		$	4,965,175		$	4,509,861
Net interest and dividends revenue:
U.S.	$	70,557		$	66,912		$	57,647
Canada		4,424			4,314			4,862
Total net interest and dividends revenue	$	74,981		$	71,226		$	62,509
Pre-variable income (loss):
U.S.	$	1,310,285		$	1,055,550		$	855,862
Canada		7,192			(3,482	)		4,189
Total pre-variable income	$	1,317,477		$	1,052,068		$	860,051
Variable compensation:
U.S.	$	625,979		$	485,196		$	366,663
Canada		17,160			11,852			11,605
Total variable compensation	$	643,139		$	497,048		$	378,268
Income (loss) before allocations to partners:
U.S.	$	684,306		$	570,354		$	489,199
Canada		(9,968	)		(15,334	)		(7,416	)
Total income before allocations to partners	$	674,338		$	555,020		$	481,783
Capital expenditures:
U.S.	$	81,329		$	35,845		$	52,437
Canada		2,904			1,058			1,793
Total capital expenditures	$	84,233		$	36,903		$	54,230
Depreciation and amortization:
U.S.	$	80,026		$	78,226		$	88,118
Canada		2,069			1,922			2,491
Total depreciation and amortization	$	82,095		$	80,148		$	90,609
Total assets:
U.S.	$	13,340,985		$	12,617,643		$	9,158,882
Canada		453,776			424,600			424,704
Total assets	$	13,794,761		$	13,042,243		$	9,583,586
Financial advisors at year end:
U.S.		12,483			11,822			11,622
Canada		675			641			620
Total financial advisors		13,158			12,463			12,242

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NET CAPITAL REQUIREMENTS (Tables)

12 Months Ended

Dec. 31, 2013

Brokers And Dealers [Abstract]

Partnership's Net Capital Figures for U.S. and Canada Broker-Dealers

The following table shows the Partnership’s net capital figures for its U.S. and Canada broker-dealers as of December 31, 2013 and 2012:

	2013			2012
U.S.:
Net capital	$	872,592		$	711,894
Net capital in excess of the minimum required	$	830,455		$	670,072
Net capital as a percentage of aggregate debit items		41.4	%		34.0	%
Net capital after anticipated capital withdrawals, as a percentage of aggregate debit items		24.8	%		18.5	%
Canada:
Regulatory risk adjusted capital	$	34,131		$	38,488
Regulatory risk adjusted capital in excess of the minimum required to be held by IIROC	$	27,093		$	27,567

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QUARTERLY INFORMATION

12 Months Ended

Dec. 31, 2013

Quarterly Financial Information Disclosure [Abstract]

QUARTERLY INFORMATION

NOTE 18 – QUARTERLY INFORMATION

(Unaudited)

	2013 Quarters Ended
	Mar 29		Jun 28		Sep 27		Dec 31
Total revenue	$	1,350,661	$	1,431,733	$	1,431,720	$	1,501,537
Income before allocations to partners	$	148,779	$	172,140	$	167,757	$	185,662
Income before allocations to partners per weighted average $1,000 equivalent limited partnership unit outstanding	$	26.72	$	30.92	$	30.13	$	33.35

	2012 Quarters Ended
	Mar 30		Jun 29		Sep 28		Dec 31
Total revenue	$	1,222,446	$	1,230,238	$	1,269,435	$	1,305,299
Income before allocations to partners	$	138,565	$	138,962	$	130,861	$	146,632
Income before allocations to partners per weighted average $1,000 equivalent limited partnership unit outstanding	$	27.42	$	27.50	$	25.90	$	29.02

In accordance with FASB ASC 480, the Partnership presents net income of $0 on its Consolidated Statement of Income (see Note 1).

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Segment Information - Financial Information for Partnership's Reportable Segments (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2013 Advisors	Sep. 27, 2013	Jun. 28, 2013	Mar. 29, 2013	Dec. 31, 2012 Advisors	Sep. 28, 2012	Jun. 29, 2012	Mar. 30, 2012	Dec. 31, 2013 Advisors	Dec. 31, 2012 Advisors	Dec. 31, 2011 Advisors
Net revenue:
Total net revenue									$ 5,656,906	$ 4,965,175	$ 4,509,861
Net interest and dividends revenue:
Total net interest and dividends revenue									74,981	71,226	62,509
Pre-variable income (loss):
Total pre-variable income									1,317,477	1,052,068	860,051
Variable compensation:
Total variable compensation									643,139	497,048	378,268
Income (loss) before allocations to partners:
Total income before allocations to partners	185,662	167,757	172,140	148,779	146,632	130,861	138,962	138,565	674,338	555,020	481,783
Capital expenditures:
Total capital expenditures									84,233	36,903	54,230
Depreciation and amortization:
Total depreciation and amortization									82,095	80,148	90,609
Total assets:
Total assets	13,794,761				13,042,243				13,794,761	13,042,243	9,583,586
Financial advisors at year end:
Total financial advisors	13,158				12,463				13,158	12,463	12,242
United States of America [Member]
Net revenue:
Total net revenue									5,457,479	4,789,850	4,324,451
Net interest and dividends revenue:
Total net interest and dividends revenue									70,557	66,912	57,647
Pre-variable income (loss):
Total pre-variable income									1,310,285	1,055,550	855,862
Variable compensation:
Total variable compensation									625,979	485,196	366,663
Income (loss) before allocations to partners:
Total income before allocations to partners									684,306	570,354	489,199
Capital expenditures:
Total capital expenditures									81,329	35,845	52,437
Depreciation and amortization:
Total depreciation and amortization									80,026	78,226	88,118
Total assets:
Total assets	13,340,985				12,617,643				13,340,985	12,617,643	9,158,882
Financial advisors at year end:
Total financial advisors	12,483				11,822				12,483	11,822	11,622
Canada [Member]
Net revenue:
Total net revenue									199,427	175,325	185,410
Net interest and dividends revenue:
Total net interest and dividends revenue									4,424	4,314	4,862
Pre-variable income (loss):
Total pre-variable income									7,192	(3,482)	4,189
Variable compensation:
Total variable compensation									17,160	11,852	11,605
Income (loss) before allocations to partners:
Total income before allocations to partners									(9,968)	(15,334)	(7,416)
Capital expenditures:
Total capital expenditures									2,904	1,058	1,793
Depreciation and amortization:
Total depreciation and amortization									2,069	1,922	2,491
Total assets:
Total assets	$ 453,776				$ 424,600				$ 453,776	$ 424,600	$ 424,704
Financial advisors at year end:
Total financial advisors	675				641				675	641	620

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Partnership’s Business and Basis of Accounting. The accompanying Consolidated Financial Statements include the accounts of The Jones Financial Companies, L.L.L.P. and all wholly-owned subsidiaries (collectively, the “Partnership”). All material intercompany balances and transactions have been eliminated in consolidation. Non-controlling minority interests are accounted for under the equity method. The results of the Partnership’s subsidiaries in Canada are included in the Partnership’s Consolidated Financial Statements for the twelve month periods ended November 30, 2013, 2012 and 2011 because of the timing of the Partnership’s financial reporting process.

The Partnership’s principal operating subsidiary, Edward D. Jones & Co., L.P. (“Edward Jones”), is comprised of two registered broker-dealers primarily serving individual investors in the United States (“U.S.”) and, through a subsidiary, Canada. Edward Jones primarily derives its revenues from the retail brokerage business through the sale of listed and unlisted securities and insurance products, investment banking, principal transactions, distribution of mutual fund shares, and through fees related to assets held by and account services provided to its clients. The Partnership conducts business throughout the U.S. and Canada with its clients, various brokers, dealers, clearing organizations, depositories and banks. For financial information related to the Partnership’s two operating segments for the years ended December 31, 2013, 2012 and 2011, see Note 16 to the Consolidated Financial Statements. Trust services are offered to Edward Jones’ U.S. clients through Edward Jones Trust Company (“EJTC”), a wholly-owned subsidiary of the Partnership.

The Consolidated Financial Statements have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the U.S. (“GAAP”) which require the use of certain estimates by management in determining the Partnership’s assets, liabilities, revenues and expenses. Actual results could differ from these estimates.

Under the terms of the Partnership’s Eighteenth Amended and Restated Partnership Agreement (the “Partnership Agreement”), a partner’s capital is required to be redeemed by the Partnership in the event of the partner’s death or withdrawal from the Partnership, subject to compliance with ongoing regulatory capital requirements. In the event of a partner’s death, the Partnership must generally redeem the partner’s capital within six months. The Partnership has withdrawal restrictions in place limiting the amount of capital that can be withdrawn at the discretion of the partner. Under the terms of the Partnership Agreement, limited partners withdrawing from the Partnership are to be repaid their capital in three equal annual installments beginning the month after their withdrawal. The capital of general partners withdrawing from the Partnership is converted to subordinated limited partnership capital or, at the discretion of the Managing Partner, redeemed by the Partnership. Subordinated limited partners are repaid their capital in six equal annual installments beginning the month after their request for withdrawal of contributed capital. The Partnership’s Managing Partner has discretion to waive or modify these withdrawal restrictions and to accelerate the return of capital. All current and future partnership capital is subordinate to all current and future liabilities of the Partnership.

Revenue Recognition. The Partnership’s commissions, principal transactions and investment banking revenues are recorded on a trade date basis. Other forms of revenue are recorded on an accrual basis. Due to the timing of receipt of information, the Partnership must use estimates in recording the accruals related to certain asset-based fees. These accruals are based on historical trends and are adjusted to reflect market conditions for the period covered. The Partnership classifies its revenue into the following categories:

Commissions revenue consists of charges to clients for the purchase or sale of mutual fund shares, listed and unlisted securities and insurance products.

Principal transactions revenue is the result of the Partnership’s participation in market-making activities in municipal obligations, over-the-counter corporate obligations, government obligations, unit investment trusts, mortgage-backed securities and certificates of deposit.

Investment banking revenue is derived from the Partnership’s distribution of unit investment trusts, corporate and municipal obligations, and government sponsored enterprise obligations.

Asset-based fee revenue is derived from fees determined by the underlying value of client assets and includes advisory programs, service fees and revenue sharing. Most asset-based fee revenue is generated from fees for investment advisory services within the Partnership’s advisory programs, including Edward Jones Advisory Solutions (“Advisory Solutions”), Edward Jones Managed Account Program (“MAP”) and, in Canada, Edward Jones Portfolio Program and Guided Portfolios Program. The Partnership also earns asset-based fee revenue through service fees received under agreements with mutual fund and insurance companies, including revenue related to the Partnership’s ownership interest in Passport Research Ltd., the investment adviser to the Edward Jones money market funds. In addition, the Partnership earns revenue sharing from certain mutual fund and insurance companies. In most cases, this is additional compensation paid by investment advisers, insurance companies or distributors based on a percentage of average assets held by the Partnership’s clients.

Account and activity fee revenue includes fees received from mutual fund companies for sub-transfer agent accounting services performed by the Partnership and retirement account fees primarily consisting of self-directed IRA custodian account fees. This revenue category also includes other activity-based fee revenue from clients, mutual fund companies and insurance companies.

Interest and dividends revenue is earned on client margin (loan) account balances, cash and cash equivalents, cash and investments segregated under federal regulations, securities purchased under agreements to resell, partnership loans, inventory securities and investment securities.

The Partnership derived from one mutual fund company 19% of its total revenue for each of the years ended December 31, 2013, 2012 and 2011. The revenue generated from this company related to business conducted with the Partnership’s U.S. segment. Significant reductions in revenue due to regulatory reform or other changes to the Partnership’s relationship with this mutual fund company could have a material impact on the Partnership’s results of operations.

Foreign Exchange. Assets and liabilities denominated in a foreign currency are translated at the exchange rate at the end of the period. Revenue and expenses denominated in a foreign currency are translated using the average exchange rate for each period. Foreign exchange gains and losses are included in other revenue on the Consolidated Statements of Income.

Fair Value. Substantially all of the Partnership’s financial assets and financial liabilities covered under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 820, Fair Value Measurement and Disclosure (“ASC 820”), are carried at fair value or contracted amounts which approximate fair value. Upon the adoption of fair value guidance set forth in FASB ASC No. 825, Financial Instruments, the Partnership elected not to take the fair value option on all debt and liabilities subordinated to the claims of general creditors.

Fair value of a financial instrument is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, also known as the “exit price.” Financial assets are marked to bid prices and financial liabilities are marked to offer prices. The Partnership’s financial assets and financial liabilities recorded at fair value in the Consolidated Statements of Financial Condition are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, defined by ASC 820 with the related amount of subjectivity associated with the inputs to value these assets and liabilities at fair value for each level, are as follows:

Level I – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

The types of assets and liabilities categorized as Level I generally are U.S. treasuries, investments in publicly traded mutual funds, equities listed in active markets, government and agency obligations, and unit investment trusts with quoted market prices.

Level II – Inputs (other than quoted prices included in Level I) are either directly or indirectly observable for the asset or liability through correlation with related market data at the measurement date and for the duration of the instrument’s anticipated life. The Partnership uses the market approach valuation technique which incorporates third-party pricing services and other relevant observable information (such as market interest rates, yield curves, prepayment risk and credit risk generated by market transactions involving identical or comparable assets or liabilities) in valuing these types of investments. When third-party pricing services are used, the methods and assumptions used are reviewed by the Partnership.

The types of assets and liabilities categorized as Level II generally are certificates of deposit, state and municipal obligations and corporate bonds and notes.

Level III – Inputs are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the inputs to the model.

The Partnership did not have any assets or liabilities categorized as Level III during the periods ended December 31, 2013 and 2012. In addition, there were no transfers into or out of Levels I, II or III during these periods.

The Partnership estimates the fair value of long-term debt and the liabilities subordinated to claims of general creditors based on the present value of future principal and interest payments associated with the debt, using current interest rates for debt of a similar nature as that of the Partnership (Level II input).

Cash and Cash Equivalents. The Partnership considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

Cash and Investments Segregated under Federal Regulations. Cash of $7,056,047 and $6,607,714 and investments of $1,379,030 and $1,106,928 as of December 31, 2013 and 2012, respectively, were segregated in special reserve bank accounts for the benefit of U.S. clients under Rule 15c3-3 of the Securities and Exchange Commission (“SEC”).

Securities Purchased Under Agreements to Resell. The Partnership participates in short-term resale agreements collateralized by government and agency securities. These transactions are reported as collateralized financing. The fair value of the underlying collateral as determined daily, plus accrued interest, must equal or exceed 102% of the carrying amount of the transaction in U.S. agreements and must equal or exceed 100% in Canada agreements. It is the Partnership’s policy to have such underlying resale agreement collateral delivered to the Partnership or deposited in its accounts at its custodian banks. Resale agreements are carried at the amount at which the securities will be subsequently resold, as specified in the agreements. The Partnership considers these financing receivables to be of good credit quality and, as a result, has not recorded a related allowance for credit loss. In addition, the Partnership considers risk related to these securities to be minimal due to the fact that these securities are fully collateralized.

Securities Borrowing and Lending Activities. Securities borrowed and securities loaned transactions are reported as collateralized financings. Securities borrowed transactions require the Partnership to deposit cash with the lender. In securities loaned transactions, the Partnership receives collateral in the form of cash. Collateral for both securities borrowed and securities loaned is based on 102% of the fair value of the underlying securities loaned in U.S. agreements and 100% in Canada agreements. The Partnership monitors the fair value of securities borrowed and loaned on a daily basis, with additional collateral obtained or refunded as necessary. Securities borrowed and securities loaned are included in receivable from and payable to brokers, dealers and clearing organizations, respectively, in the Consolidated Statements of Financial Condition.

Collateral. The Partnership reports as assets collateral it has pledged in secured borrowings and other arrangements when the secured party cannot sell or repledge the assets or the Partnership can substitute collateral or otherwise redeem it on short notice. The Partnership does not report collateral it has received in secured lending and other arrangements as an asset when the debtor has the right to redeem or substitute the collateral on short notice.

Securities Owned and Sold, Not Yet Purchased. Securities owned and sold, not yet purchased, including inventory securities and investment securities, are recorded at fair value which is determined by using quoted market or dealer prices. The Partnership records the related unrealized gains and losses for inventory securities and certain investment securities in principal transactions revenue in the Consolidated Statements of Income. The unrealized gains and losses for investment securities related to the nonqualified deferred compensation plan are recorded in other revenue in the Consolidated Statements of Income (see below).

Equipment, Property and Improvements. Equipment, including furniture and fixtures, is recorded at cost and depreciated using straight-line and accelerated methods over estimated useful lives of three to seven years. Buildings are depreciated using the straight-line method over their useful lives, which are estimated at thirty years. Leasehold improvements are amortized based on the term of the lease or the economic useful life of the improvement, whichever is less. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation or amortization is removed from the respective category and any related gain or loss is recorded as other revenue in the Consolidated Statements of Income. The cost of maintenance and repairs is charged against income as incurred, whereas significant enhancements are capitalized. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the book value of the asset may not be fully recoverable. If impairment is indicated, the asset value is written down to its fair value.

Nonqualified Deferred Compensation Plan. The Partnership has a nonqualified deferred compensation plan for certain financial advisors. The Partnership has recorded a liability for the future payments due to financial advisors participating in the nonqualified deferred compensation plan. As the future amounts due to financial advisors change in accordance with plan requirements, the Partnership records the change in future amounts owed to financial advisors as an increase or decrease in accrued compensation in the Consolidated Statements of Financial Condition and compensation and benefits expense in the Consolidated Statements of Income. The Partnership has chosen to hedge this future liability by purchasing securities in an amount similar to the future liability expected to be due in accordance with the plan. These securities are included in investment securities in the Consolidated Statements of Financial Condition and the unrealized gains and losses are recorded in other revenue in the Consolidated Statements of Income. Each period, the net impact of the change in future amounts owed to financial advisors in the nonqualified deferred compensation plan and the change in investment securities are approximately the same, resulting in minimal net impact on the Partnership’s financial results.

Lease Accounting. The Partnership enters into lease agreements for certain home office facilities as well as branch office locations. The associated lease expense is recognized on a straight-line basis over the minimum lease terms.

Income Taxes. Income taxes have not been provided for in the Consolidated Financial Statements in most jurisdictions as the Partnership is organized as a partnership and each partner is liable for its own tax payments. For the jurisdictions in which the Partnership is liable for its own tax payments, the income tax provisions are immaterial (see Note 12).

Reclassification. Certain prior year balances have been reclassified to conform to the current year presentation.

Partnership Capital Subject to Mandatory Redemption. FASB ASC No. 480, Distinguishing Liabilities from Equity (“ASC 480”), established standards for classifying and measuring certain financial instruments with characteristics of both liabilities and equity. Under the provisions of ASC 480, the obligation to redeem a partner’s capital in the event of a partner’s death is one of the criteria requiring capital to be classified as a liability.

Since the Partnership Agreement obligates the Partnership to redeem a partner’s capital after a partner’s death, ASC 480 requires all of the Partnership’s equity capital to be classified as a liability. In accordance with ASC 480, income allocable to limited, subordinated limited and general partners is classified as a reduction of income before allocations to partners, which results in a presentation of $0 net income for the years ended December 31, 2013, 2012 and 2011. The financial statement presentations required to comply with ASC 480 do not alter the Partnership’s treatment of income, income allocations or capital for any other purposes.

Net income, as defined in the Partnership Agreement, is equivalent to income before allocations to partners on the Consolidated Statements of Income. Such income, if any, for each calendar year is allocated to the Partnership’s three classes of capital in accordance with the formulas prescribed in the Partnership Agreement. Income allocations are based upon partner capital contributions including capital contributions financed with loans from the Partnership. First, limited partners are allocated net income (as defined in the Partnership Agreement) in accordance with the prescribed formula for their share of net income. Limited partners do not share in the net loss in any year in which there is a net loss and the Partnership is not dissolved or liquidated. Thereafter, subordinated limited partners and general partners are allocated any remaining net income or net loss based on formulas as defined in the Partnership Agreement.

Recently Adopted Accounting Standards. In December 2011, the FASB issued Accounting Standards Update (“ASU”) No. 2011-11, Disclosures about Offsetting Assets and Liabilities (“ASU 2011-11”), which established requirements for an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. ASU 2011-11 was adopted on January 1, 2013 and adoption did not have a material impact on the Partnership’s Consolidated Statement of Financial Condition (see Note 19).

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CONSOLIDATED STATEMENTS OF INCOME (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Trade revenue
Commissions	$ 2,134,396	$ 1,979,026	$ 1,698,687
Principal transactions	182,547	155,895	284,231
Investment banking	122,365	111,539	153,100
Total trade revenue	2,439,308	2,246,460	2,136,018
Fee revenue
Asset-based	2,522,719	2,042,392	1,776,883
Account and activity	567,617	573,949	522,898
Total fee revenue	3,090,336	2,616,341	2,299,781
Interest and dividends	133,726	133,469	130,150
Other revenue	52,281	31,148	11,553
Total revenue	5,715,651	5,027,418	4,577,502
Interest expense	58,745	62,243	67,641
Net revenue	5,656,906	4,965,175	4,509,861
Operating expenses:
Compensation and benefits	3,793,110	3,285,171	2,940,088
Occupancy and equipment	356,018	352,968	356,555
Communications and data processing	291,529	279,320	289,358
Payroll and other taxes	207,326	185,954	171,125
Advertising	57,964	56,255	54,201
Postage and shipping	50,904	47,587	48,487
Clearance fees	12,588	12,648	12,564
Other operating expenses	213,129	190,252	155,700
Total operating expenses	4,982,568	4,410,155	4,028,078
Income before allocations to partners	674,338	555,020	481,783
Allocations to partners:
Limited partners	78,105	72,018	69,960
Subordinated limited partners	73,166	60,551	50,292
General partners	523,067	422,451	361,531
Net income	$ 0	$ 0	$ 0
Income before allocations to partners per weighted average $1,000 equivalent limited partnership unit outstanding	$ 121.12	$ 109.84	$ 104.66
Weighted average $1,000 equivalent limited partnership units outstanding	644,856	655,663	668,450

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NET CAPITAL REQUIREMENTS

12 Months Ended

Dec. 31, 2013

Brokers And Dealers [Abstract]

NET CAPITAL REQUIREMENTS

NOTE 11 – NET CAPITAL REQUIREMENTS

As a result of its activities as a broker-dealer, Edward Jones is subject to the net capital provisions of Rule 15c3-1 of the Securities Exchange Act of 1934 (“Exchange Act”) and capital compliance rules of the FINRA Rule 4110. Under the alternative method permitted by the rules, Edward Jones must maintain minimum net capital equal to the greater of $250 or 2% of aggregate debit items arising from client transactions. The net capital rules also provide that Edward Jones’ partnership capital may not be withdrawn if resulting net capital would be less than minimum requirements. Additionally, certain withdrawals require the approval of the SEC and FINRA to the extent they exceed defined levels, even though such withdrawals would not cause net capital to be less than minimum requirements.

The Partnership’s Canada broker-dealer is a registered securities dealer regulated by the Investment Industry Regulatory Organization of Canada (“IIROC”). Under the regulations prescribed by IIROC, the Partnership is required to maintain prescribed/minimum levels of risk-adjusted capital, which are dependent on the nature of the Partnership’s assets and operations.

The following table shows the Partnership’s net capital figures for its U.S. and Canada broker-dealers as of December 31, 2013 and 2012:

	2013			2012
U.S.:
Net capital	$	872,592		$	711,894
Net capital in excess of the minimum required	$	830,455		$	670,072
Net capital as a percentage of aggregate debit items		41.4	%		34.0	%
Net capital after anticipated capital withdrawals, as a percentage of aggregate debit items		24.8	%		18.5	%
Canada:
Regulatory risk adjusted capital	$	34,131		$	38,488
Regulatory risk adjusted capital in excess of the minimum required to be held by IIROC	$	27,093		$	27,567

Net capital and the related capital percentages may fluctuate on a daily basis. In addition, EJTC was in compliance with its regulatory capital requirements.

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Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2013	Feb. 28, 2014	Jun. 28, 2013
Document And Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	FY
Trading Symbol	JNFC
Entity Registrant Name	JONES FINANCIAL COMPANIES LLLP
Entity Central Index Key	0000815917
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Limited Partnership Interests Outstanding		639,232
Entity Public Float			$ 0

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INCOME TAXES

12 Months Ended

Dec. 31, 2013

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 12 – INCOME TAXES

The Partnership is a pass through entity for federal and state income tax purposes and generally does not incur income taxes. Instead, its earnings and losses are included in the income tax returns of the general and limited partners. However, the Partnership structure does include certain subsidiaries which are corporations that are subject to income tax. As of December 31, 2013 and 2012, the Partnership’s tax basis of assets and liabilities exceeds book basis by $102,968 and $82,925, respectively. The primary difference between financial statement basis and tax basis is related to the deferral for tax purposes in deducting accrued expenses until they are paid. Since the Partnership is treated as a pass through entity for federal and state income tax purposes, the difference between the tax basis and the book basis of assets and liabilities will impact the future tax liabilities of the partners. The tax differences will not impact the net income of the Partnership.

ASC No. 740, Income Taxes, requires the Partnership to determine whether a tax position is greater than fifty percent likely of being realized upon settlement with the applicable taxing authority, which could result in the Partnership recording a tax liability that would reduce net partnership capital. The Partnership did not have any significant uncertain tax positions as of December 31, 2013 and 2012 and is not aware of any tax positions that will significantly change during the next twelve months. Edward Jones is subject to examination by the Internal Revenue Service (“IRS”) and by various state and foreign taxing authorities in the jurisdictions in which Edward Jones conducts business. In 2012, the IRS began an examination of Edward Jones’ income tax returns for the years ended 2009 and 2010. This examination is on-going and is not expected to have a material impact to the Partnership. With the exception of the IRS examination noted above, tax years prior to 2010 are generally no longer subject to examination by U.S. federal, state, local or foreign tax authorities.

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CONSOLIDATED STATEMENTS OF INCOME (Parenthetical)	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 27, 2013	Jun. 28, 2013	Mar. 29, 2013	Dec. 31, 2012	Sep. 28, 2012	Jun. 29, 2012	Mar. 30, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income Statement [Abstract]
Limited partnership interest value	1,000	1,000	1,000	1,000	1,000	1,000	1,000	1,000	1,000	1,000	1,000

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EQUIPMENT, PROPERTY AND IMPROVEMENTS

12 Months Ended

Dec. 31, 2013

Property Plant And Equipment [Abstract]

EQUIPMENT, PROPERTY AND IMPROVEMENTS

NOTE 6 – EQUIPMENT, PROPERTY AND IMPROVEMENTS

The following table shows equipment, property and improvements as of December 31, 2013 and 2012:

	2013			2012
Land	$	18,745		$	18,745
Buildings and improvements		812,868			793,655
Equipment, furniture and fixtures		611,051			613,568
Equipment, property and improvements, Gross		1,442,664			1,425,968
Accumulated depreciation and amortization		(900,079	)		(888,919	)
Equipment, property and improvements, Net	$	542,585		$	537,049

Depreciation and amortization expense on equipment, property and improvements of $82,095, $80,148 and $90,609 is included in the Consolidated Statements of Income within the communications and data processing and occupancy and equipment categories for the years ended December 31, 2013, 2012 and 2011, respectively.

The Partnership has recorded $3,914 and $516 of accrued costs which are included in equipment, property and improvements in the Consolidated Financial Statements as of December 31, 2013 and 2012, respectively.

The Partnership has purchased Industrial Revenue Bonds issued by St. Louis County related to certain self-constructed and purchased real and personal property. This provides for potential property tax benefits over the life of the bonds (generally 10 years). The Partnership is therefore both the bondholder and the debtor/lessee for these properties. The Partnership has exercised its right to offset the amounts invested in and the obligations for these bonds and has therefore excluded any bond related balances in the Consolidated Statements of Financial Condition.

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FAIR VALUE

12 Months Ended

Dec. 31, 2013

Fair Value Disclosures [Abstract]

FAIR VALUE

NOTE 5 – FAIR VALUE

The following table shows the Partnership’s financial instruments measured at fair value:

	Financial Assets at Fair Value as of
	December 31, 2013
	Level I		Level II		Level III		Total
Investments segregated under federal regulations:
U.S. treasuries	$	1,154,030	$	—	$	—	$	1,154,030
Certificates of deposit		—		225,000		—		225,000
Total investments segregated under federal regulations	$	1,154,030	$	225,000	$	—	$	1,379,030
Securities owned:
Inventory securities:
State and municipal obligations	$	—	$	66,777	$	—	$	66,777
Equities		27,138		—		—		27,138
Corporate bonds and notes		—		2,433		—		2,433
Certificates of deposit		—		1,922		—		1,922
Unit investment trusts		1,903		—		—		1,903
Other		391		931		—		1,322
Total inventory securities	$	29,432	$	72,063	$	—	$	101,495
Investment securities:
Mutual funds	$	116,523	$	—	$	—	$	116,523
Government and agency obligations		19,110		—		—		19,110
Equities		4,609		—		—		4,609
Other		—		852		—		852
Total investment securities	$	140,242	$	852	$	—	$	141,094
	Financial Liabilities at Fair Value as of
	December 31, 2013
	Level I		Level II		Level III		Total
Securities sold, not yet purchased:
Corporate bonds and notes	$	—	$	1,871	$	—	$	1,871
Equities		1,023		—		—		1,023
Other		301		1,064		—		1,365
Total securities sold, not yet purchased	$	1,324	$	2,935	$	—	$	4,259

	Financial Assets at Fair Value as of December 31, 2012
	Level I		Level II		Level III		Total
Investments segregated under federal regulations:
U.S. treasuries	$	1,006,928	$	—	$	—	$	1,006,928
Certificates of deposit		—		100,000		—		100,000
Total investments segregated under federal regulations	$	1,006,928	$	100,000	$	—	$	1,106,928
Securities owned:
Inventory securities:
State and municipal obligations	$	—	$	46,705	$	—	$	46,705
Equities		17,845		—		—		17,845
Certificates of deposit		—		4,236		—		4,236
Corporate bonds and notes		—		3,183		—		3,183
Other		1,166		1,417		—		2,583
Total inventory securities	$	19,011	$	55,541	$	—	$	74,552
Investment securities:
Mutual funds	$	89,743	$	—	$	—	$	89,743
Government and agency obligations		14,678		—		—		14,678
Equities		6,184		—		—		6,184
Other		—		1,299		—		1,299
Total investment securities	$	110,605	$	1,299	$	—	$	111,904
	Financial Liabilities at Fair Value as of
	December 31, 2012
	Level I		Level II		Level III		Total
Securities sold, not yet purchased:
Mutual funds	$	12,014	$	—	$	—	$	12,014
Equities		5,133		—		—		5,133
Certificates of deposit		—		2,774		—		2,774
Corporate bonds and notes		—		1,492		—		1,492
Other		314		600		—		914
Total securities sold, not yet purchased	$	17,461	$	4,866	$	—	$	22,327

The Partnership attempts to reduce its exposure to market price fluctuations of its inventory securities through the sale of U.S. government securities and, to a limited extent, the sale of fixed income futures contracts. The amount of the securities purchased or sold fluctuates on a daily basis due to changes in inventory securities owned, interest rates and market conditions. Futures contracts are settled daily, and any gain or loss is recognized as a component of net inventory gains, which are included in principal transactions revenue. The notional amounts of futures contracts outstanding were $9,000 and $2,000 at December 31, 2013 and 2012, respectively. The average notional amounts of futures contracts outstanding throughout the years ended December 31, 2013 and 2012 were approximately $6,900 and $4,700, respectively. The underlying assets of these contracts are not reflected in the Partnership’s Consolidated Financial Statements; however, the related mark-to-market adjustment gains of $31 and $7 are included in investment securities in the Consolidated Statements of Financial Condition as of December 31, 2013 and 2012, respectively. The total gains or losses related to these assets, recorded within the Consolidated Statements of Income, were gains of $419 and losses of $410 and $1,129 for the years ended December 31, 2013, 2012 and 2011, respectively.

The following table shows the estimated fair values of long-term debt and liabilities subordinated to claims of general creditors as of December 31, 2013 and 2012:

	2013		2012
Long-term debt	$	4,824	$	6,091
Liabilities subordinated to claims of general creditors		50,000		103,396
Total	$	54,824	$	109,487

See Notes 8 and 9 for the carrying values of long-term debt and liabilities subordinated to claims of general creditors, respectively.

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RELATED PARTIES

12 Months Ended

Dec. 31, 2013

Related Party Transactions [Abstract]

RELATED PARTIES

NOTE 17 – RELATED PARTIES

Edward Jones owns a 49.5% limited partnership interest in the investment adviser to the Edward Jones money market funds. The Partnership does not have management responsibility with regard to the adviser. Approximately 0.1%, 0.2% and 0.2% of the Partnership’s total revenues were derived from this limited partnership interest in the adviser to the Fund during 2013, 2012 and 2011, respectively.

As of December 31, 2013, Edward Jones leases approximately 10% of its branch office space from its financial advisors. Rent expense related to these leases approximated $22,700, $20,000 and $20,000 for the years ended December 31, 2013, 2012 and 2011, respectively. These leases are executed and maintained in a similar manner as those entered into with third parties.

In the normal course of business, partners and employees of the Partnership and its affiliates use the brokerage services and trust services of the Partnership for the same services as unrelated third parties, with certain discounts on commissions and fees for certain services. The Partnership has included balances arising from such transactions in the Consolidated Statements of Financial Condition on the same basis as other clients.

The Partnership recognizes interest income for the interest earned from partners who elect to finance a portion or all of their partnership capital contributions through loans made available from the Partnership (see Note 10).

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EMPLOYEE BENEFIT PLANS

12 Months Ended

Dec. 31, 2013

Postemployment Benefits [Abstract]

EMPLOYEE BENEFIT PLANS

NOTE 13 – EMPLOYEE BENEFIT PLANS

The Partnership maintains a Profit Sharing and Deferred Compensation plan covering all eligible U.S. employees and a Group Registered Retirement Savings Plan and a Deferred Profit Sharing Plan covering all eligible Canada employees. Contributions to the plans are at the discretion of the Partnership. Additionally, participants may contribute on a voluntary basis. The Partnership contributed approximately $161,500, $133,300 and $115,600 to the plans for the years ended December 31, 2013, 2012 and 2011, respectively.

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LIABILITIES SUBORDINATED TO CLAIMS OF GENERAL CREDITORS

12 Months Ended

Dec. 31, 2013

Brokers And Dealers [Abstract]

LIABILITIES SUBORDINATED TO CLAIMS OF GENERAL CREDITORS

NOTE 9 – LIABILITIES SUBORDINATED TO CLAIMS OF GENERAL CREDITORS

Liabilities subordinated to claims of general creditors as of December 31, 2013 and 2012 consist of:

	2013		2012
Capital notes 7.33%, due in annual installments of $50,000 commencing on June 12, 2010 with a final installment on June 12, 2014	$	50,000	$	100,000
	$	50,000	$	100,000

The Partnership paid the annual scheduled installments of $50,000 in 2013, 2012 and 2011. The final required annual payment of $50,000 is due on June 12, 2014.

The capital note agreements contain restrictions which, among other things, require Edward Jones to maintain certain financial ratios, restrict encumbrance of assets and creation of indebtedness and limit the withdrawal of its partnership capital. As of December 31, 2013, Edward Jones was required, under the capital note agreements, to maintain minimum partnership capital subject to mandatory redemption of $400,000 and regulatory net capital of $158,016. Edward Jones was in compliance with all restrictions as of and for the years ended December 31, 2013 and 2012.

The liabilities subordinated to claims of general creditors are subject to cash subordination agreements approved by Financial Industry Regulatory Authority (“FINRA”) and, therefore, are included in Edward Jones’ computation of net capital under the SEC’s Uniform Net Capital Rule.

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Net Capital Requirements - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013
Net Capital Requirements [Abstract]
Percentage of aggregate debit items arising from customer transactions to maintain minimum net capital requirements	2.00%
Minimum net capital requirements	$ 250

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LINES OF CREDIT

12 Months Ended

Dec. 31, 2013

Text Block [Abstract]

LINES OF CREDIT

NOTE 7 – LINES OF CREDIT

The following table shows the composition of the Partnership’s aggregate bank lines of credit in place as of December 31, 2013 and 2012:

	2013		2012
2013 Credit Facility	$	400,000	$	—
2011 Credit Facility		—		395,000
Uncommitted secured credit facilities		415,000		415,000
Total lines of credit	$	815,000	$	810,000

In March 2011, the Partnership entered into an agreement with 10 banks for a three-year $395,000 committed unsecured revolving line of credit (“2011 Credit Facility”), with an expiration date of March 18, 2014. In November 2013, the Partnership replaced the 2011 Credit Facility with an agreement with 12 banks for a five-year $400,000 committed unsecured revolving line of credit (“2013 Credit Facility”). The 2013 Credit Facility is intended to provide short-term liquidity to the Partnership should the need arise. The 2013 Credit Facility has a tiered interest rate margin based on the Partnership’s leverage ratio (ratio of total debt to total capitalization). Borrowings made with a three-day advance notice will have a rate of LIBOR plus a margin ranging from 1.25% to 2.00%. Same day borrowings, which are subject to certain borrowing notification cutoff times, will have a rate consisting of a margin ranging from 0.25% to 1.00% plus the greater of the prime rate, the federal funds effective rate plus 1.00% or the one-month LIBOR rate plus 1.00%. In accordance with the terms of the 2013 Credit Facility, the Partnership is required to maintain a leverage ratio of no more than 35% and minimum partnership capital, net of reserve for anticipated withdrawals, of at least $1,381,577 plus 50% of subsequent issuances of partnership capital. As of December 31, 2013, the Partnership was in compliance with all covenants related to the 2013 Credit Facility. As of the date of this filing, the Partnership has not borrowed against the 2013 Credit Facility.

The Partnership’s uncommitted lines of credit are subject to change at the discretion of the banks and, therefore, due to credit market conditions and the uncommitted nature of these credit facilities, it is possible that these lines of credit could decrease or not be available in the future. Actual borrowing availability on the uncommitted lines of credit is based on client margin securities and Partnership securities, which would serve as collateral in the event the Partnership borrowed against these lines.

There were no amounts outstanding on the lines of credit as of December 31, 2013 and 2012. In addition, the Partnership did not have any draws against these lines of credit during the years ended December 31, 2013, 2012 and 2011.

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LONG-TERM DEBT

12 Months Ended

Dec. 31, 2013

Debt Disclosure [Abstract]

LONG-TERM DEBT

NOTE 8 – LONG-TERM DEBT

The following table shows the Partnership’s long-term debt as of December 31, 2013 and 2012:

	2013		2012
Note payable, collateralized by real estate, fixed rate of 7.28%, principal and interest due in fluctuating monthly installments, with a final installment on June 1, 2017	$	4,430	$	5,503
	$	4,430	$	5,503

Scheduled annual principal payments as of December 31, 2013 are as follows:

2014	$	1,153
2015		1,240
2016		1,333
2017		704
2018		—
Thereafter		—
Total	$	4,430

In 2002, the Partnership entered into a $13,100 fixed rate mortgage on a home office building located on its Tempe, Arizona campus location. The note payable is collateralized by the building, which has a cost of $15,758 and a carrying value of $9,269 as of December 31, 2013.

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PARTNERSHIP CAPITAL SUBJECT TO MANDATORY REDEMPTION

12 Months Ended

Dec. 31, 2013

Other Liabilities Disclosure [Abstract]

PARTNERSHIP CAPITAL SUBJECT TO MANDATORY REDEMPTION

NOTE 10 – PARTNERSHIP CAPITAL SUBJECT TO MANDATORY REDEMPTION

The following table shows the Partnership’s capital subject to mandatory redemption as of December 31, 2013 and 2012:

	2013			2012
Partnership capital outstanding:
Limited partnership capital	$	640,270		$	650,735
Subordinated limited partnership capital		304,558			283,709
General partnership capital		1,127,609			1,048,067
Total partnership capital outstanding		2,072,437			1,982,511
Partnership loans outstanding:
Partnership loans outstanding at beginning of period		(170,264	)		(86,853	)
Partnership loans issued during the period		(106,400	)		(94,170	)
Repayment of partnership loans during the period		62,142			10,759
Total partnership loans outstanding		(214,522	)		(170,264	)
Partnership capital subject to mandatory redemption, net of reserve for anticipated withdrawals		1,857,915			1,812,247
Reserve for anticipated withdrawals		222,583			170,646
Partnership capital subject to mandatory redemption	$	2,080,498		$	1,982,893

The Partnership makes loans available to those general partners (other than members of the Executive Committee, which consists of the executive officers of the Partnership) who require financing for some or all of their partnership capital contributions. In limited circumstances a general partner may withdraw from the Partnership and become a subordinated limited partner while he or she still has an outstanding partnership loan. Loans made by the Partnership to partners are generally for a period of one year but are expected to be renewed and bear interest at the prime rate, as defined in the loan documents. The Partnership recognizes interest income for the interest received related to these loans. The outstanding amount of partner loans financed through the Partnership is reflected as a reduction to total partnership capital in the Consolidated Statements of Changes in Partnership Capital Subject to Mandatory Redemption. As of December 31, 2013 and 2012, the outstanding amount of partner loans financed through the Partnership was $214,522 and $170,264, respectively. Interest income from these loans, which is included in interest and dividends in the Consolidated Statements of Income, was $7,604, $5,717 and $2,888 for the years ended December 31, 2013, 2012 and 2011, respectively. Partnership loans issued during the year ended December 31, 2013 consisted of $95,197 of new capital contributions and $11,203 of partnership loans issued in connection with paying off bank loans, as further discussed below.

On January 18, 2013, the Partnership paid, through earnings on behalf of the general and subordinated limited partners, the $35,393 outstanding balance on partnership administered bank loans related to capital contributions of general or subordinated limited partners. The maturity date of these loans was February 22, 2013. In connection with this payoff, the Partnership issued $11,203 of partnership loans. It is anticipated that all future general and subordinated limited partnership capital contributions (other than for Executive Committee members) requiring financing will be financed through partnership loans.

The limited partnership capital subject to mandatory redemption is held by current and former employees and general partners of the Partnership. Limited partners participate in the Partnership’s profits and are paid a minimum 7.5% annual return on the face amount of their capital, in accordance with the Partnership Agreement. The minimum 7.5% annual return totaled $48,380, $49,181 and $50,137 for the years ended December 31, 2013, 2012 and 2011, respectively. These amounts are included as a component of interest expense in the Consolidated Statements of Income.

The subordinated limited partnership capital subject to mandatory redemption is held by current and former general partners of the Partnership. Subordinated limited partners receive a percentage of the Partnership’s net income determined in accordance with the Partnership Agreement. The subordinated limited partnership capital subject to mandatory redemption is subordinated to the limited partnership capital.

The general partnership capital subject to mandatory redemption is held by current general partners of the Partnership. General partners receive a percentage of the Partnership’s net income determined in accordance with the Partnership Agreement. The general partnership capital subject to mandatory redemption is subordinated to the limited partnership capital and the subordinated limited partnership capital.

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Commitments, Guarantees and Risks - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Commitments And Contingencies Disclosure [Abstract]
Operating lease expiration minimum period	3 years
Operating lease expiration maximum period	5 years
Operating lease rental expense based on straight-line basis	$ 234,000	$ 229,300	$ 227,500
Termination fees	$ 146,000
Expiration period of termination fee	3 years

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Contingencies - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013
Minimum [Member]
Loss Contingencies [Line Items]
Current estimated possible loss	$ 5,000
Maximum [Member]
Loss Contingencies [Line Items]
Current estimated possible loss	$ 45,000

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Employee Benefit Plans - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Employee Benefit Plans [Abstract]
Partnership's contribution to deferred compensation plans	$ 161,500	$ 133,300	$ 115,600

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LIABILITIES SUBORDINATED TO CLAIMS OF GENERAL CREDITORS (Tables)

12 Months Ended

Dec. 31, 2013

Brokers And Dealers [Abstract]

Liabilities Subordinated to Claims of General Creditors

Liabilities subordinated to claims of general creditors as of December 31, 2013 and 2012 consist of:

	2013		2012
Capital notes 7.33%, due in annual installments of $50,000 commencing on June 12, 2010 with a final installment on June 12, 2014	$	50,000	$	100,000
	$	50,000	$	100,000

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Long-Term Debt - Composition of Partnership's Long-Term Debt (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Debt Instrument [Line Items]
Long-term debt	$ 4,430	$ 5,503
7.28% Note payable collateralized by real estate [Member]
Debt Instrument [Line Items]
Long-term debt	$ 4,430	$ 5,503

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CONTINGENCIES

12 Months Ended

Dec. 31, 2013

Commitments And Contingencies Disclosure [Abstract]

CONTINGENCIES

NOTE 15 – CONTINGENCIES

In the normal course of business, the Partnership has been named as a defendant in various legal actions, including arbitrations, class actions and other litigation. Certain of these legal actions include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. The Partnership is also involved from time to time in investigations and proceedings by governmental and self-regulatory agencies, certain of which may result in adverse judgments, fines or penalties. In addition, the Partnership provides for potential losses that may arise related to other contingencies.

The Partnership assesses its liabilities and contingencies utilizing available information. For those matters where it is probable the Partnership will incur a potential loss and the amount of the loss is reasonably estimable, in accordance with FASB ASC No. 450, Contingencies, an accrued liability has been established. These reserves represent the Partnership’s aggregate estimate of the potential loss contingency at December 31, 2013 and are believed to be sufficient. Such liability may be adjusted from time to time to reflect any relevant developments.

For such matters where an accrued liability has not been established and the Partnership believes a loss is both reasonably possible and estimable, as well as for matters where an accrued liability has been recorded but for which an exposure to loss in excess of the amount accrued is both reasonably possible and estimable, the current estimated aggregated range of additional possible loss is $5,000 to $45,000. This range of reasonably possible loss does not necessarily represent the Partnership’s maximum loss exposure as the Partnership was not able to estimate a range of reasonably possible loss for all matters.

Further, the matters underlying any disclosed estimated range will change from time to time, and actual results may vary significantly. While the outcome of these matters is inherently uncertain, based on information currently available, the Partnership believes that its established reserves at December 31, 2013 are adequate and the liabilities arising from such proceedings will not have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Partnership. However, based on future developments and the potential unfavorable resolution of these matters, the outcome could be material to the Partnership’s future consolidated operating results for a particular period or periods.

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SUBSEQUENT EVENT

12 Months Ended

Dec. 31, 2013

Subsequent Events [Abstract]

SUBSEQUENT EVENT

NOTE 20 – SUBSEQUENT EVENT

The Partnership filed a Registration Statement on Form S-8 with the SEC on January 17, 2014 to register $350 million in securities in preparation for its anticipated 2014 Limited Partnership offering. The Partnership intends to offer approximately $300 million in Interests to eligible financial advisors, branch office administrators and home office associates. The remaining $50 million may be issued in the discretion of the Executive Committee, which may include issuances to financial advisors who complete a retirement transition plan in future years and who may be considered for additional limited partnership interest. The 2014 Limited Partnership offering is expected to close early next year. Limited partners participate in the Partnership’s profits and are paid a minimum 7.5% annual return on the face amount of their capital.

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Lines of Credit - Composition of Partnership's Aggregate Bank Lines of Credit (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Line of Credit Facility [Line Items]
Line of Credit Facility	$ 815,000	$ 810,000
2013 Credit Facility [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility	400,000	0
2011 Credit Facility [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility	0	395,000
Uncommitted secured credit facilities [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility	$ 415,000	$ 415,000

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Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013 Capital_Repayment Segment	Dec. 31, 2012 Segment	Dec. 31, 2011 Segment
Basis Of Presentation [Line Items]
Number of operating segments	2	2	2
Period for partner's capital redemption in the event of death	6 months
Number of annual capital repayments for withdrawal of limited partners	3
Number of annual capital repayments for withdrawal of subordinated limited partners	6
Partnership's total revenue derived from one mutual fund vendor	19.00%	19.00%	19.00%
Fair value of level III, assets	$ 0	$ 0
Fair value of level III, liabilities	0	0
Transfers between levels I, II and III	0	0
Cash segregated under federal regulations	7,056,047	6,607,714
Investments segregated under federal regulations	1,379,030	1,106,928
Net income	$ 0	$ 0	$ 0
Securities Purchase Agreement [Member] | United States of America [Member]
Basis Of Presentation [Line Items]
Fair value of underlying collateral as percentage of carrying value of transaction	102.00%
Collateral as percentage of fair value of underlying securities loaned	102.00%
Securities Purchase Agreement [Member] | Canada [Member]
Basis Of Presentation [Line Items]
Fair value of underlying collateral as percentage of carrying value of transaction	100.00%
Collateral as percentage of fair value of underlying securities loaned	100.00%
Building [Member]
Basis Of Presentation [Line Items]
Equipment, property and improvements estimated useful lives	30 years
Minimum [Member] | Equipment [Member]
Basis Of Presentation [Line Items]
Equipment, property and improvements estimated useful lives	3 years
Maximum [Member] | Equipment [Member]
Basis Of Presentation [Line Items]
Equipment, property and improvements estimated useful lives	7 years

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CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERSHIP CAPITAL SUBJECT TO MANDATORY REDEMPTION (USD $) In Thousands	Total	Limited Partnership Capital	Subordinated Limited Partnership Capital	General Partnership Capital
Partnership capital subject to mandatory redemption, net of reserve for anticipated withdrawals at Dec. 31, 2010	$ 1,496,725	$ 451,349	$ 221,968	$ 823,408
Reserve for anticipated withdrawals at Dec. 31, 2010	(108,248)	(28,205)	(15,447)	(64,596)
TOTAL PARTNERSHIP CAPITAL SUBJECT TO MANDATORY REDEMPTION at Dec. 31, 2010	1,604,973	479,554	237,415	888,004
Issuance of partnership interests	362,532	223,560	35,182	103,790
Redemption of partnership interests	(97,191)	(12,683)	(1,736)	(82,772)
Income allocated to partners	481,783	69,960	50,292	361,531
Distributions	(251,219)	(26,482)	(34,623)	(190,114)
Partnership loans outstanding, reduction to arrive at Partnership Capital	(86,853)	0	0	(86,853)
Reserve for anticipated withdrawals at Dec. 31, 2011	(147,412)	(43,478)	(15,669)	(88,265)
Partnership capital subject to mandatory redemption, net of reserve for anticipated withdrawals at Dec. 31, 2011	1,758,365	662,226	255,414	840,725
Total partnership capital, including capital financed with partnership loans at Dec. 31, 2011	1,992,630	705,704	271,083	1,015,843
TOTAL PARTNERSHIP CAPITAL SUBJECT TO MANDATORY REDEMPTION at Dec. 31, 2011	1,905,777	705,704	271,083	928,990
Total partnership capital, including capital financed with partnership loans, net of reserve for anticipated withdrawals at Dec. 31, 2011	1,845,218	662,226	255,414	927,578
Partnership loans outstanding at Dec. 31, 2011	86,853	0	0	86,853
Issuance of partnership interests	139,291	0	36,134	103,157
Redemption of partnership interests	(99,170)	(11,491)	(7,839)	(79,840)
Income allocated to partners	555,020	72,018	60,551	422,451
Distributions	(287,202)	(27,195)	(41,352)	(218,655)
Partnership loans outstanding, reduction to arrive at Partnership Capital	(170,264)	0	0	(170,264)
Reserve for anticipated withdrawals at Dec. 31, 2012	(170,646)	(44,823)	(19,199)	(106,624)
Partnership capital subject to mandatory redemption, net of reserve for anticipated withdrawals at Dec. 31, 2012	1,812,247	650,735	283,709	877,803
Total partnership capital, including capital financed with partnership loans at Dec. 31, 2012	2,153,157	695,558	302,908	1,154,691
TOTAL PARTNERSHIP CAPITAL SUBJECT TO MANDATORY REDEMPTION at Dec. 31, 2012	1,982,893	695,558	302,908	984,427
Total partnership capital, including capital financed with partnership loans, net of reserve for anticipated withdrawals at Dec. 31, 2012	1,982,511	650,735	283,709	1,048,067
Partnership loans outstanding at Dec. 31, 2012	170,264	0	0	170,264
Issuance of partnership interests	133,746	0	31,466	102,280
Redemption of partnership interests	(116,018)	(10,465)	(10,617)	(94,936)
Income allocated to partners	674,338	78,105	73,166	523,067
Distributions	(379,557)	(30,595)	(49,090)	(299,872)
Partnership loans outstanding, reduction to arrive at Partnership Capital	(214,522)	0	(126)	(214,396)
Reserve for anticipated withdrawals at Dec. 31, 2013	(222,583)	(47,510)	(24,076)	(150,997)
Partnership capital subject to mandatory redemption, net of reserve for anticipated withdrawals at Dec. 31, 2013	1,857,915	640,270	304,432	913,213
Total partnership capital, including capital financed with partnership loans at Dec. 31, 2013	2,295,020	687,780	328,634	1,278,606
TOTAL PARTNERSHIP CAPITAL SUBJECT TO MANDATORY REDEMPTION at Dec. 31, 2013	$ 2,080,498	$ 687,780	$ 328,508	$ 1,064,210

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RECEIVABLE FROM AND PAYABLE TO BROKERS, DEALERS AND CLEARING ORGANIZATIONS

12 Months Ended

Dec. 31, 2013

Brokers And Dealers [Abstract]

RECEIVABLE FROM AND PAYABLE TO BROKERS, DEALERS AND CLEARING ORGANIZATIONS

NOTE 4 – RECEIVABLE FROM AND PAYABLE TO BROKERS, DEALERS AND CLEARING ORGANIZATIONS

The following table shows the components of receivable from and payable to brokers, dealers and clearing organizations as of December 31, 2013 and 2012:

	2013		2012
Receivable from money market funds	$	62,317	$	88,084
Deposits with clearing organizations		49,110		49,154
Receivable from clearing organizations		26,889		24,208
Securities failed to deliver		3,703		2,582
Other		6,084		25,091
Total receivable from brokers, dealers and clearing organizations	$	148,103	$	189,119
Payable to clearing organizations	$	65,949	$	53,874
Securities failed to receive		10,245		10,723
Payable to brokers, dealers and carrying brokers		3,049		880
Total payable to brokers, dealers and clearing organizations	$	79,243	$	65,477

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Partnership Capital Subject to Mandatory Redemption - Composition of Partnership's Capital Subject to Mandatory Redemption (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Partnership capital outstanding:
Limited partnership capital	$ 640,270	$ 650,735
Subordinated limited partnership capital	304,558	283,709
General partnership capital	1,127,609	1,048,067
Total partnership capital outstanding	2,072,437	1,982,511
Partnership loans outstanding:
Partnership loans outstanding at beginning of period	(170,264)	(86,853)
Partnership loans issued during the period	(106,400)	(94,170)
Repayment of partnership loans during the period	62,142	10,759
Total partnership loans outstanding	(214,522)	(170,264)
Partnership capital subject to mandatory redemption, net of reserve for anticipated withdrawals	1,857,915	1,812,247	1,758,365	1,496,725
Reserve for anticipated withdrawals	222,583	170,646	147,412	108,248
Partnership capital subject to mandatory redemption	$ 2,080,498	$ 1,982,893	$ 1,905,777	$ 1,604,973

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Related Parties - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Related Party Transaction [Line Items]
Limited partnership interest in the investment adviser to the fund	49.50%
Percentage of Partnership's total revenues derived from the interest in the investment advisor to the fund	0.10%	0.20%	0.20%
Percentage of branch office space leased from its financial advisors	10.00%
Rent expense related to leases	$ 234,000	$ 229,300	$ 227,500
Related Party A [Member]
Related Party Transaction [Line Items]
Rent expense related to leases	$ 22,700	$ 20,000	$ 20,000

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Parent Company Only Financial Statements

12 Months Ended

Dec. 31, 2013

Condensed Financial Information Of Parent Company Only Disclosure [Abstract]

Parent Company Only Financial Statements

Schedule I

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

(Parent Company Only)

CONDENSED STATEMENTS OF FINANCIAL CONDITION

(Dollars in thousands)	December 31, 2013		December 31, 2012
ASSETS:
Cash and cash equivalents	$	252,057	$	285,384
Investment securities		8,764		12,576
Investment in subsidiaries		1,809,349		1,673,619
Other assets		11,849		11,699
TOTAL ASSETS	$	2,082,019	$	1,983,278
LIABILITIES:
Accounts payable and accrued expenses	$	1,521	$	385
Partnership capital subject to mandatory redemption		2,080,498		1,982,893
TOTAL LIABILITIES	$	2,082,019	$	1,983,278

These financial statements should be read in conjunction with the notes to the

Consolidated Financial Statements of The Jones Financial Companies, L.L.L.P.

Schedule I

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

(Parent Company Only)

CONDENSED STATEMENTS OF INCOME

	For the Years Ended
(Dollars in thousands)	December 31, 2013			December 31, 2012			December 31, 2011
NET REVENUE
Subsidiary earnings	$	667,334		$	548,308		$	482,926
Management fee income		76,570			78,016			78,485
Other		9,004			8,606			1,166
Total revenue		752,908			634,930			562,577
Interest expense		48,380			49,194			50,231
Net revenue		704,528			585,736			512,346
OPERATING EXPENSES
Compensation and benefits		28,191			28,836			28,348
Payroll and other taxes		333			256			151
Other operating expenses		1,666			1,624			2,064
Total operating expenses		30,190			30,716			30,563
INCOME BEFORE ALLOCATIONS TO PARTNERS	$	674,338		$	555,020		$	481,783
Allocations to partners		(674,338	)		(555,020	)		(481,783	)
NET INCOME	$	—		$	—		$	—

These financial statements should be read in conjunction with the notes to the

Consolidated Financial Statements of The Jones Financial Companies, L.L.L.P.

Schedule I

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

(Parent Company Only)

CONDENSED STATEMENTS OF CASH FLOWS

	For the Years Ended
(Dollars in thousands)	December 31, 2013			December 31, 2012			December 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	—		$	—		$	—
Adjustments to reconcile net income to netcash provided by operating activities:
Income before allocations to partners		674,338			555,020			481,783
Changes in assets and liabilities:
Investment securities		3,812			2,648			(15,224	)
Investment in subsidiaries		(135,730	)		56,317			(136,358	)
Other assets		(150	)		(549	)		(1,287	)
Accounts payable and accrued expenses		1,136			26			(1,292	)
Net cash provided by operating activities		543,406			613,462			327,622
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of partnership interests (net of partnership loans)		38,549			45,121			270,839
Redemption of partnership interests		(116,018	)		(99,170	)		(97,191	)
Distributions from partnership capital		(550,203	)		(434,614	)		(359,467	)
Issuance of partnership loans		(11,203	)		—			—
Repayment of partnership loans		62,142			10,759			4,840
Net cash used in financing activities		(576,733	)		(477,904	)		(180,979	)
Net (decrease) increase in cash and cash equivalents		(33,327	)		135,558			146,643
CASH AND CASH EQUIVALENTS:
Beginning of year		285,384			149,826			3,183
End of year	$	252,057		$	285,384		$	149,826

These financial statements should be read in conjunction with the notes to the

Consolidated Financial Statements of The Jones Financial Companies, L.L.L.P.

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Offsetting Assets and Liabilities - Schedule of Partnership's Securities Purchased Under Agreement to Resell (Parenthetical) (Detail) (Minimum [Member])	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
United States of America [Member]
Offsetting Assets And Liabilities [Line Items]
Actual collateral of related assets	102.00%	102.00%
Canada [Member]
Offsetting Assets And Liabilities [Line Items]
Actual collateral of related assets	100.00%	100.00%

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SEGMENT INFORMATION (Tables)

12 Months Ended

Dec. 31, 2013

Segment Reporting [Abstract]

Financial Information for Partnership's Reportable Segments

The following table shows financial information for the Partnership’s reportable segments for the years ended December 31, 2013, 2012 and 2011:

	2013			2012			2011
Net revenue:
U.S.	$	5,457,479		$	4,789,850		$	4,324,451
Canada		199,427			175,325			185,410
Total net revenue	$	5,656,906		$	4,965,175		$	4,509,861
Net interest and dividends revenue:
U.S.	$	70,557		$	66,912		$	57,647
Canada		4,424			4,314			4,862
Total net interest and dividends revenue	$	74,981		$	71,226		$	62,509
Pre-variable income (loss):
U.S.	$	1,310,285		$	1,055,550		$	855,862
Canada		7,192			(3,482	)		4,189
Total pre-variable income	$	1,317,477		$	1,052,068		$	860,051
Variable compensation:
U.S.	$	625,979		$	485,196		$	366,663
Canada		17,160			11,852			11,605
Total variable compensation	$	643,139		$	497,048		$	378,268
Income (loss) before allocations to partners:
U.S.	$	684,306		$	570,354		$	489,199
Canada		(9,968	)		(15,334	)		(7,416	)
Total income before allocations to partners	$	674,338		$	555,020		$	481,783
Capital expenditures:
U.S.	$	81,329		$	35,845		$	52,437
Canada		2,904			1,058			1,793
Total capital expenditures	$	84,233		$	36,903		$	54,230
Depreciation and amortization:
U.S.	$	80,026		$	78,226		$	88,118
Canada		2,069			1,922			2,491
Total depreciation and amortization	$	82,095		$	80,148		$	90,609
Total assets:
U.S.	$	13,340,985		$	12,617,643		$	9,158,882
Canada		453,776			424,600			424,704
Total assets	$	13,794,761		$	13,042,243		$	9,583,586
Financial advisors at year end:
U.S.		12,483			11,822			11,622
Canada		675			641			620
Total financial advisors		13,158			12,463			12,242

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COMMITMENTS, GUARANTEES AND RISKS

12 Months Ended

Dec. 31, 2013

Commitments And Contingencies Disclosure [Abstract]

COMMITMENTS, GUARANTEES AND RISKS

NOTE 14 – COMMITMENTS, GUARANTEES AND RISKS

The Partnership leases home office and branch office space under numerous operating leases. Branch offices are leased generally for terms of three to five years. Rent expense is recognized on a straight-line basis over the minimum lease term. Rent and other lease-related expenses were approximately $234,000, $229,300, and $227,500 for the years ended December 31, 2013, 2012 and 2011, respectively.

The Partnership’s non-cancelable lease commitments greater than one year as of December 31, 2013, are summarized below:

2014	$	132,026
2015		34,228
2016		22,936
2017		16,022
2018		11,760
Thereafter		32,361
Total	$	249,333

The Partnership’s annual rent expense is greater than its annual future lease commitments because the annual future lease commitments include only non-cancelable lease payments greater than one year.

In addition to the commitments discussed above, the Partnership has a revolving unsecured line of credit outstanding as of December 31, 2013 (see Note 7), as well as would have incurred termination fees of approximately $146,000 as of December 31, 2013 in the event the Partnership terminated existing contractual commitments with certain vendors providing ongoing services primarily for information technology, operations and marketing. These termination fees will decrease over the related contract periods, which generally expire within the next three years.

The Partnership provides margin loans to its clients in accordance with Regulation T and FINRA, which loans are collateralized by securities in the client’s account. The Partnership could be liable for the margin requirement of its client margin securities transactions. To mitigate this risk, the Partnership monitors required margin levels and requires clients to deposit additional collateral or reduce positions to meet minimum collateral requirements.

The Partnership’s securities activities involve execution, settlement and financing of various securities transactions for clients. The Partnership may be exposed to risk of loss in the event clients, other brokers and dealers, banks, depositories or clearing organizations are unable to fulfill contractual obligations. For transactions in which it extends credit to clients, the Partnership seeks to control the risks associated with these activities by requiring clients to maintain margin collateral in compliance with various regulatory and internal guidelines. Therefore, the potential to make payments under these client transactions is remote and accordingly, no liability has been recognized for these transactions.

Cash balances held at various major U.S. financial institutions, which typically exceed Federal Deposit Insurance Corporation insurance coverage limits, subject the Partnership to a concentration of credit risk. Additionally, the Partnership’s Canada broker-dealer may also have cash deposits in excess of the applicable insured amounts. The Partnership regularly monitors the credit ratings of these financial institutions in order to help mitigate the credit risk that exists with the deposits in excess of insured amounts. The Partnership has credit exposure to U.S. government and agency securities which are held as collateral for its resell agreements, investment securities and segregated investments. The Partnership’s primary exposure on resell agreements is with the counterparty and the Partnership would only have exposure in the event of the counterparty’s default on the resell agreements.

The Partnership provides guarantees to securities clearing houses and exchanges under their standard membership agreements, which require a member to guarantee the performance of other members. Under these agreements, if a member becomes unable to satisfy its obligations to the clearing houses and exchanges, all other members would be required to meet any shortfall. The Partnership’s liability under these arrangements is not quantifiable and may exceed the cash and securities it has posted as collateral. However, the potential requirement for the Partnership to make payments under these agreements is remote. Accordingly, no liability has been recognized for these transactions.