SEC Division of Corporation Finance no-action letter: Waddell & Reed Financial, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

October 3 1,2006 DIVISION OF
CORPORATION FINANCE
Mr. Orrin Harrison I11
Akin Gump Strauss Hauer & Feld LLP

1700 Pacific Avenue, Suite 41 00

Dallas, Texas 75201-4675
Re: Waddell & Reed Financial, Inc. (FW-02708)
Waiver Request of Ineligible Issuer Status under Rule 405 of the Securities Act Dear Mr. Harrison:
This is in response to your letter dated August 10,2006, written on behalf of Waddell & Reed Financial, Inc. (Company) and its subsidiaries Waddell & Reed, Inc., Waddell & Reed Investment Management Company and Waddell & Reed Services Company (the "Waddell & Reed Subsidiaries") and constituting an application for relief from the Company being considered an "ineligible issuer" under Rule 405(l)(vi) of the Securities Act of 1933 (Securities Act). The Company requests relief from being considered an ineligible issuer under Rule 405, due to the entry on July 24,2006, of a Commission Order (Order) pursuant to Sections 15(b) and Section 17A(c) of the Securities Exchange Act of 1934, Sections 203(e) and 203(k) of the Investment Advisers Act of 1940, and Sections 9(b) and 9(f) of the Investment Company Act of 1940, naming the Waddell & Reed Subsidiaries as respondents. Based on the facts and representations in your letter, and assuming the Company and the Waddell & Reed Subsidiaries will comply with the Order, the Commission, pursuant to delegated authority has determined that the Company has made a showing of good cause under Rule 405(2) and that the Company will not be considered an ineligible issuer by reason of the entry of the Order. Specifically, we determined under these facts and representations that the Company has shown that the terms of the Order were agreed to in a settlement prior to December 1,2005. Accordingly, the relief described above fiom the Company being an ineligible issuer under Rule 405 of the Securities Act is hereby granted. Any different facts fiom those represented or non-compliance with the Order might require us to reach a different conclusion. Sincerely, Chief, Office of Enforcement Liaison Division of Corporation Finance