1052100--2/27/2009--WADDELL_&_REED_FINANCIAL

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{regulation, government, change}

{system, service, information}

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{debt, indebtedness, cash}

{investment, property, distribution}

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{condition, economic, financial}

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{personnel, key, retain}

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Our Revenues, Earnings And Prospects Could Be Adversely Affected If The Securities Markets Decline. There May Be Adverse Effects On Our Revenues And Earnings If Our Funds' Performance Declines. There Are No Assurances That We Will Pay Future Dividends, Which Could Adversely Affect Our Stock Price. An Increasing Percentage Of Our Assets Under Management Are Distributed Through Our Wholesale Channel, Which Has Higher Redemption Rates Than Our Traditional Advisors Channel. There May Be An Adverse Effect On Our Revenues And Earnings If Our Investors Redeem The Assets We Manage On Short Notice. Our Financial Advisors Are Classified As Independent Contractors, And Changes To Their Classification May Increase Our Operating Expenses. Our Ability To Hire And Retain Senior Executive Management And Other Key Personnel Is Significant To Our Success And Growth. We Have Substantial Intangibles On Our Balance Sheet, And Any Impairment Of Our Intangibles Could Adversely Affect Our Results of Operations And Financial Position. There May Be Adverse Effects On Our Business And Earnings Upon The Termination Of, Or Failure To Renew, Certain Agreements. There Is No Assurance That New Information Systems Will be Implemented Successfully. Systems Failure May Disrupt Our Business And Result In Financial Loss And Liability To Our Clients. Regulatory Risk Is Substantial In Our Business And Non-Compliance With Regulations, Or Changes In Regulations, Could Have A Significant Impact On The Conduct Of Our Business And Our Prospects, Revenues And Earnings. Our Business Is Subject To Substantial Risk From Litigation, Regulatory Investigations And Potential Securities Laws Liability. Regulations Restricting The Use Of "Soft Dollars" Could Result In An Increase In Our Expenses. Fee Pressures Could Reduce Our Revenues And Profitability. We Could Experience Adverse Effects On Our Revenues, Profits And Market Share Due To Strong Competition From Numerous And Sometimes Larger Companies. The Terms Of Our Credit Facility Impose Restrictions On Our Operations That May Adversely Impact Our Prospects And The Operations Of Our Business. Potential Misuse Of Funds And Information In The Possession Of Our Employees And/Or Advisors Could Result In Liability To Our Clients, Subject Us To Regulatory Sanctions Or Otherwise Adversely Affect Our Revenues and Profitability. Our Stockholders Rights Plan Could Deter Takeover Attempts, Which Some Of Our Stockholders May Believe To Be In Their Best Interest. Provisions Of Our Organizational Documents Could Deter Takeover Attempts, Which Some Of Our Stockholders May Believe To Be In Their Best Interest. Our Holding Company Structure Results In Structural Subordination And May Affect Our Ability To Fund Our Operations And Make Payments On Our Debt.

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1052100--2/27/2009--WADDELL_&_REED_FINANCIAL_INC