Affiliated Managers Group, Inc. (AMG) Q1 2008 Earnings Report, Transcript and Summary

Good morning ladies and gentlemen thank you for standing by and welcome to the Affiliated Managers Group Q1 2008 Results Conference Call. During today's presentation all parties will be in a listen-only mode. Following the presentation the conference will be open for questions. [Operator Instructions]. As a reminder this call is being recorded today on Wednesday, 23 April, 2008. We will now turn the conference over to Ms. Brett Perryman, Vice President of Corporate Communications, please go ahead ma'am.

Thank you and thank you for joining Affiliated Managers Group to discuss our results for the first quarter of 2008. By now you should have received the press release we issued this morning. However if anyone needs a copy please contact us at 617-747-3300 and we will fax you one immediately following the call. In this conference call certain matters discussed will constitute forward-looking statements. Actual results could differ materially from those projected due to a number of factors including but not limited to those referenced in the company's forms 10-K and other filings we make with the SEC from time-to-time. We assume no obligation to update any forward-looking statements made during this call. In this call the investment performance of certain products will be discussed and the benchmarks are deemed by AMG to be the appropriate benchmark. AMG will provide on its website a replay of the call and a copy of our announcement of our results for this quarter as well as a reconciliation of any non-GAAP financial projection to the most directly comparable GAAP financial measure. You can access this information at www.amg.com. With us on the line to discuss the company's results for the quarter are Sean Healey, President and Chief Executive Officer; Nat Dalton, Executive Vice President in charge of Affiliate Development; and Darrell Crate, Executive Vice President and Chief Financial Officer. And now I'd like to turn the call over to Sean Healey. Sean?

Thanks Brett, and good morning everyone and thank you for joining. In the midst of a difficult equity market environment, we were pleased to report stable earnings of $1.46 for the first quarter of 2008, that's a 2% increase compared to our first quarter earnings last year. Although our overall results are inevitably impacted by declining equity markets and industry equity flows, our earnings reflect the diversity of our product mix and the relative strength of the investment performance of our Affiliates, especially in international and alternative products. While we were obviously not happy with our net outflows as Nat will discuss, albeit about $1 billion of the flows were in quantitative products, most of which carry very low margins. With a strong relative performance and excellent long-term track records of our largest Affiliates we are very confident that as market stabilize, and investors return to equity and alternative products, we will continue to generate strong long-term growth. During the quarter we and Affiliates continued to invest in a number of growth initiatives, especially in expanding our global distribution capabilities. As you know non-investors, sorry, non-U.S. investors already account for almost a third of our total assets under management and we see tremendous opportunities to further increase the distribution of our Affiliates product in international markets going forward. Our boutique Affiliates appeal for sophisticated investors around the world and building on the successful launch of our Australian marketing initiative in 2007, we recently opened an office in London to focus on sales and marketing efforts in the Middle East. As we continue to build out this initiative, we have identified several key markets and other fast growing regions and are actively pursuing these opportunities worldwide. Finally, turning to new investments. We began the year with a strong pipeline of potential transactions and with one exception continue to make good progress towards executing transactions. With the exception of Cooke & Bieler we are following declines in the firm's assets level. We and the management team of Cooke & Bieler mutually agreed to end discussions related to our transactions. Looking ahead while there are obvious challenges to moving transactions forward in a volatile market environment, the silver lining to difficult markets is that our competitive position is extremely strong and the opportunities in the market are numerous including several prospects where corporate owners are selling to raise capital. Given the opportunities in the market and the strength of our current pipeline we are very confident in our ability to generate meaningful incremental earnings growth and new Affiliate investments going forward. Finally more broadly while none of us know when the equity markets will stabilize and industry equity growth will return, I am quite confident that at some point they will and I am just as confident that given the strength of our business and the quality of our Affiliates performance track records we will continue to generate strong growth over the long-term. With that I will turn the things to Nat to discuss our Affiliates in more detail.

Thanks Sean, good morning everyone. Let me begin with a couple of things that shaped the quarter. First as Sean mentioned on a relative basis our Affiliates generated strong performance across the Board. Second, while we had outflows in the quarter these were largely concentrated in low margin quantitative products. Looking ahead as investors rotate away from cash management and the equity management product, we are confident that our Affiliates will generate strong growth. Now in terms of how our overall business is positioned in this environment, this environment where they return is where we have outstanding boutiques lead by highly experienced asset Managers should excel and in fact if you look at the performance of our Affiliates firm wide 60% of our product like AUN beat their benchmarks for the quarter. More importantly as you focus on our largest product, their performance is even more impressive with 70% of them ahead of their benchmarks for the one and two year period and with 80% of our largest product ahead of their five year benchmark. So we are very well positioned for our investors to reallocate these strategies. Also I'll speak more in a minute about what we are doing to make additional distribution resources available to Affiliates to take advantage of this opportunity. Now another area where we are working with our Affiliates which we discussed a little last quarter is a lining in both our and their resources with the best profit generating opportunities. As a result, through the fourth quarter last year and into the first quarter of this year we and our Affiliates have made a number of decisions to redeploy assets. Some of this shows up in our numbers this quarter reflecting business lines and specific mandates being exited. Also as you'd expect, the impact of some of these decisions is increasing the margins of our businesses which positions us and our Affiliates for even more profitable growth. Now moving to our segment discussion and starting with the institutional channel we would outflow the $7.1 billion for the quarter. While we are obviously not pleased with the headline number as-far-as the largest component of our outflows in the first quarter with two mandates and one Affiliate first partner. Both of these were very large futures based mandates, multiple billions of dollar and had very low effective key rates. As we discussed last quarter these futures based mandates can get very large with corresponding increases in operational risks and costs that frankly may not make sense given the low pricing structure. In some cases especially volatility across asset class has increased. Impact of these flows on EBITDA was negligible. Now the remainder of the flows is coming from a combination of one, continuing challenges that quantitative Managers experience during the quarter. Two; us and our Affiliates exiting some business lines and three; general risk aversion by investors which included investors worldwide and in our experience especially U.S. investors trying to reduce risk by differing new allocations and contributions and building up cash. Looking at our quantitative Manager or is it out flows at FQ, AQR, and Chicago equity partner, most of our outflows in the quarter came from First Quadrant. That said FQ's investment performance was very strong especially among the alternative products and then new business pipeline on both the alternative side as well as equities and extended equity side looks good as well. In terms of AQR, on the alternative side, their performance was mixed with some of their funds performing very well and others having had a challenging quarter. The equity side of their business which is about a 23 billion AUN [ph] business had a good quarter with nearly all of their products meeting their benchmark. One additional highlight, moving on in an extremely strong quarter with all of their significant products dramatically out performing the benchmark. They are seeing significant opportunities in those markets to both continue to generate funds for their clients as well as rate additional capital put to work. But in some for the investment performance stand point, we will have a very good quarter across the institutional channel but especially with most of our largest products and while it is obviously very early in the quarter you've seen a pick up in the pipeline, final diligence, etc. really starting in March and carrying into this quarter. Now turning to the mutual fund channel, we also had good relative investment performance in this channel, especially for a number of our global and international products. Tweedy, Browne's new worldwide high dividend funds out performed its benchmark by 600 basis points in the quarter placing it in the 1st percentile with Morningstar category. While the flagship global value fund outperformed its hedged EB benchmark by 580 basis points for the quarter. Third Avenue's international value fund posted a very strong quarter out performing its benchmark by 965 basis points and ranking as the top performing funds in its Morningstar category for both the quarter and the new period. In fact it was the only fund in its category to generate a positive return last quarter. The quarter was more mixed for a growth Manager as frees associates family of funds lagged their benchmark during the quarter but each of the funds continued its strong long term performance record. Brandywine Blue for example, has top performance for one, three, and five year periods. Also on the growth side TimesSquare had a good relative performance quarter as a small growth and mid growth funds to their benchmark at 30 basis points and 250 basis point respectively. In the mid growth funds, lagging the top tenth decile in its Morningstar category for the quarter. On the U.S. value side, Tweedy Browne's value funds and Third Avenue small cap fund outperformed above Third Avenue value fund under performing its benchmark. Fundamentally, however, each value investor like Tweedy Browne and Third Avenue are finding lots of opportunities to put money to work in the current market environment. While closing the mutual fund channel were a negative $1.2 billion, this was against the backgrounds of one of the worst slow quarters for equity funds in the past decade. Bright spots in terms of flows for the Brandywine fund family where our Managers investment group platforms had significant success getting additional distribution for their products, and the flows were more strongly positive despite the industry trends. Now, turning to our high network channels. Outflows of $100 million for the quarter, almost all of which is attributable to the risk reductions point I made earlier to minus seasonal outflows for individual investors. While Managers platform generated positive flows in the intermediary driven channels, the case of new allocations, slowed there as well. Now, let me spend a minute on where we and our Affiliates are redeploying assets and investing, primarily in product development and distribution. Starting with product development. Many of our Affiliates see tremendous opportunities for investment in this period, and we have worked with them during a number of new products online. Our Affiliates launched or exceeded more than 25 new products over the last six months. In some cases, taking advantage of market volatility such as some strategy, AQR, BlueMountain, and First Quadrant while in other circumstances, we are moving to participate in fast growing areas of the market. For example, three of our Affiliates have launched 130-30 products with First Quadrant, recently funding its first mandate with the multi-hundred million dollar win. So others are moving to take advantage of increasing distribution capabilities at AMG through management investment group in the U.S. or through our expanding global distribution platform. In terms of global distribution, as Sean mentioned, last quarter we announced the opening of our London office to distribute and service Affiliate products into the Middle-East. This built on a successful launch of our Australian office last year. So far the London office is off to a great start and we are actually having first road show in the Middle-East this week. Looking ahead given the significant out performance of many of our Affiliates during this period we expect to build on the success of these first two offices and are actively working through our target market list. The core piece is that there are significant opportunities as well as economies of scale and bringing outstanding boutique Managers to global investors is proving itself in the receptivity of Affiliates but most importantly in receptivity by institutional investors worldwide. With that I will turn it over to Darrell to discuss our financials.

Thanks Nate, good morning everyone. As you have heard Sean and Nate say, while it is a difficult period in the market we feel good about how we have positioned and continue to position our business. Our investment structure which allows for our Affiliates to own the operating leverage in their firms provides consistency to our earning in periods of declining markets such as the one we experienced in the first quarter and as it did in the negative market cycle of 2000 to 2003. In addition while we have a diverse range of investment products our challenges in the current environment have been straight forward and none of our Affiliates product carry a risk of impacting our balance sheet. As we have noted we have used this period as an opportunity to work with our Affiliates to identify ways that we can strengthen and streamline our businesses both at AMG and the Affiliate levels. We are also working closely with Affiliates in administrative areas helping to make their businesses as efficient as possible but while reducing expenses and improving the efficiency of their operations. Now turning to some of the modeling items. During the quarter we earned approximately $0.10 of performance fees principally at first quadrant. These fees were offset by approximately $0.05 of one time charges related to Cooke & Bieler deal cost and a resolution of the 600 million of convertible securities. The ratio of EBITDA contribution to end of period assets under management were 17.4 basis points in the first quarter. You will notice that our earnings yield on AUM has increased year-over-year at the lowest fee rate assets for a meaningful part of the outflows this quarter. We expect this ratio to be 17 basis points in the second quarter. Holding company expenses were reduced to $16.7 million for the quarter. We would expect holding company expenses to remain at this level for the balance of the year as we realize the benefit of expense reduction and lower compensation accruals at the holding company. Our tax rate was 37% for the quarter and we expect it to remain at this level through 2008. Our cash tax rate was 25.7% in the first quarter. We forecast this cash tax rate of 23% in the second quarter and 26% for the full year. Intangible related deferred taxes were 9 million for the first quarter and we expect them to remain at this level. Amortization for the quarter was $13.3 million including $5 million of amortization from Affiliates accounted for using the equity method. The earnings from equity method Affiliates are included in the incomes from equity method investments line on the income statement on net of amortization. Depreciation for the quarter was $2.8 million with $1.5 million of that amount attributable to Affiliate depreciation. We expect depreciation to remain at these levels during 2008. Interest expense was $21.3 million for the first quarter following the conversion of our 300 million senior floating rates and 300 million mandatory convertible in February. We expect our interest expense to decrease to approximately $16.7 million in the second quarter and continue to decline as we use the cash flow from the business to repaying debt. As you recall, we do not include accretion from future new investments in our guidance. Although, it would be our expectation that meaningful amounts of future free cash flow will be used for these accretive transactions. Pausing for a moment, let me talk about how we have positioned our capital structure to execute upon growth opportunities. Our business generates strong, recurring free cash flow of approximately $275 million a year. With the timely lease indication of our bank facility at the end of last year and the issuance of $500 million of subordinated hybrid securities with a conversion price of $200 we have $1 billion of additional debt capacity in our balance sheet. We are also very well positioned from a liquidity perspective with our credit facility maturing in 2012 and our junior capital having a 13 year tenor. As you can see, we have plenty of capital and are well positioned to make new investments and repurchase our shares in an environment where both these activities can be very productive in generating attractive long term results for our shareholders. Now turning to guidance for 2008, as you know our convention for giving guidance assumes 2% quarterly appreciation in markets. Using this assumption, we expect our cash earnings per share to be in the range of $6.70 to $7.40. Our guidance also assumes that weighted average share count of approximately 41 million shares for both the second quarter and the full year. This guidance does not include earnings from additional new investments. We also expect to recognize the majority of performance fees from alternative products in the fourth quarter. As you know our business generates performance fees across a wide range of investment products. While the market environment has been challenging for some of these strategies, others are performing quite well and we continue to assume that performance fee earnings from the portfolio will account for approximately 14% of our expected 2008 earnings. Our guidance is based on current expectations about Affiliate growth rate, performance and the mix of Affiliate contribution to our earnings. Of course substantial changes in the equity markets and the earnings contribution of our Affiliates would impact these expectations. Now we'll be happy to answer any questions. Question And Answer

Alright, thank you. [Operator Instructions]. Our first question will be coming from the line of Bill Katz with Buckingham Research Group. Please go ahead sir.

Okay, thank you and good morning.

Hi Bill.

Good morning Bill.

Just a couple of questions I guess. Let me pick up where you left off Darrell in terms of the guidance and I promised myself I wasn't going to ask this question but I have to ask it anyhow. So I'm looking at the mid point of your new guidance and its 7.05 and I think it was featured at 7.05 already and so the question is, does this new guidance include or exclude the impact of Cooke & Bieler and then given the fact that equity markets generally up 5% plus quarter to date are you potentially little low here or are you taking it into consideration already?

Yes, I think this new guidance that we are giving today assumes that we are not going to do Cooke & Bieler's, we have terminated the transaction. So while consensus maybe $7.05 and our new mid point of $7.05 you can see that we are optimistic about the business. As you also know, our convention for giving guidance is 2% market growth, and that is our convention. And so as we look ahead and we think about how the market will impact us, obviously, a stronger market and a market that appreciates faster would lead to greater earnings growth.

Okay. So given the dynamics that the underlying base earnings were around $1.41 versus the Street being $1.46 and not that much movement in the guidance if you will ex the impact of Cooke & Bieler, where is the relative strength, all else being equal, as we look out into the second half of the year? Is it just that you get more bang for your buck in terms of the repositionings or is there some other driver here to earnings that will offset some of the more... the short-term shortfall in Q1?

I think it's a bit of all of it. And as we look at this quarter and obviously are influenced by the market. We continue to be very disciplined about how we want to manage our business, and on many fronts, we have worked to find ways to generate earnings from cutting some holding company expenses to streamlining businesses to again, making sure that we have our best resources aligned with our best opportunities. And when you put that all together in this environment and you look through our guidance, that's how we are confident that given a base business of $1.41, continued growth and affirming our view on performance fees for the year, we get to a range of $6.70 or $7.40.

Okay. And then just sort of stepping back on the deal front, I guess with Cooke & Bieler going by the boards, you continue to say the deal pipeline continues to be quite strong, but... and you've been saying that for a while now, and I know you've done a couple of deals late last year. But it is April now and now this deal is off the table. How should we think about the deployment of that $1 billion? Is that something that can be more imminent or is this a little bit more longer lived in light of what's going on in terms of market volatility?

Well, as I said, we do feel confident in our pipeline and wouldn't want anyone to think that we expect necessarily a deal a quarter, although there were two as you know in the fourth quarter of last year. And we feel, looking at the environment, looking at our pipeline, looking at the substantial financial capacity we have that the opportunity for our new investment effort to make a significant contribution is very real, very attractive. I am not, as I never do, going to though give you there will be a deal in May and then one again in July et cetera. It's impossible to predict, but our competitive position, our pipeline, our ability to execute the transactions that we have before us is as good or better than it's ever been.

Okay. And then just one final one. I didn't hear any commentary on buy back this particular quarter. Just sort of wondering how we should think about that relative to the deal pipeline.

Yes.I mean our buyback this quarter was very modest, obviously given our optimism for the business. The share repurchase is something that we are focused on like given the strength of our deal pipeline and how we view the opportunities that exist in that pipeline. We are conserving our cash and positioning ourselves well for the opportunities ahead.

Okay, thank you.

Thanks Bill.

All right, thank you. Our next question is from the line of Dan Fannon with Jefferies & Company. Please go ahead. Dan Fannon - Jefferies & Company: Good morning guys.

Good morning.

Hey, good morning Dan. Dan Fannon - Jefferies & Company: Just in talking about the pipeline a little bit, can you give a little bit of color about how the discussions with potential Affiliates have changed really over the last six months given the volatility in the market? And has the pipeline expanded at all? Have you seen companies fall out? Like can you just give us a little bit more context around that?

There is always some flux, and perhaps there is a bit more in periods of volatile markets. But I would say in the main, the firms that we have been working with continue to be performing well. Obviously, in times of great market volatility, there is an understandable slowing of transaction discussions because people are focusing on their business and managing through volatile markets. But from a competitive standpoint, there are few buyers out there as you would expect. And in addition to the range of opportunities that we have been working with and that we sort of normally will see, there are as I note, opportunities that market volatility and dislocations themselves create where you have corporate sellers looking to divest assets that are performing themselves, asset management businesses that are performing themselves very, very well and it's a time to be opportunistic. So we wrap all that together, and, as I said, are quite optimistic without being able to time things precisely. I guess the other thing I would say is that our pipeline and indeed some of the opportunities that are presenting themselves along the way is more focused on international firms, both firms that manage international products as well as firms that are based outside of the U.S. and also on alternative firms, many of which have strategies that are less correlated with equity markets and some of which are having very good years. Hopefully, that gives you some context. Dan Fannon - Jefferies & Company: Yes, that's helpful. And then just in terms of the guidance for performance fees. Last quarter, that was characterized... you guys characterized it as being conservative. Given the exclusion now of Cooke & Bieler and going through the first quarter, is that still a conservative metric as you look at the 14% number right now?

I mean well, obviously, as we look at our guidance and as the year moves on, it becomes more realistic and how we think about what the portfolio can deliver. As I compare how we think about our performance fee guidance today versus when we were on a call last quarter, it's very clear the products that will be -- that should be making a material contribution to our earnings. You look at First Quadrant that delivered some performance fees this quarter, but is very well positioned. You look at firms like BlueMountain where they are having outstanding performance. And in this environment, it's one more they cannot do what they do well. And we look at a group of other Affiliates that have strong performance and can be producers of performance fees. And when we look at that portfolio and from here we are in April how we feel, we feel very good about the performance fee guidance that we are giving and the amount that we are including in our 2008 earnings. Dan Fannon - Jefferies & Company: Okay, great. And then lastly, how many of your alternative or fee generating products are currently above their high watermark?

When you look at the alternative business, just about 40% to 45% of the firms are at their high watermark. Dan Fannon - Jefferies & Company: Okay, thank you.

Thank you. Our next question is coming from the line of Craig Siegenthaler with Credit Suisse. Please go ahead.

Hello and good morning.

Good morning.

Two questions on the fee rate. Can you walk us through the fee rate improvement in the mutual fund channel sequentially and even compared to the fourth quarter? And really, the second question is when you look at the asset repositioning that went on in the first quarter, and it looks like a lot of that was probably First Quadrant, which is improving your EBITDA yield for asset, how can you think about that in terms of fee rate improvement sequentially into the second quarter?

I would say as you look at the mutual fund channel, there are... again, mix is probably the most significant driver as you think about what will happen in that channel. As I would forecast forward, I would see the average mutual fund fee rate being closer to 91, 92 basis points. And you are just right with regard to First Quadrant and how you... and their contribution ultimately to the institutional channel margin. But most broadly, as you can see in our guidance, forecasting around 17 basis points as our EBITDA contribution to assets under management, reflects not only the assets at First Quadrant but the broad efforts that we are engaged in with Affiliates just to remind our businesses and clearly going forward at those levels are most appropriate.

And I missed what you said on holding company expenses, was about was about 15 million?

16.7 million is our holding company expense for this quarter and that's what we see for the remainder of the year.

Okay, per quarter, okay. I was wondering also in terms of your major hedge funds that maybe are experiencing some redemptions now. Is there any gate limitations on any of the hedge fund products that could be preventing a certain level of investors from redeeming [indiscernible] to not just investor who wanted to redeem six months from now and having a duration restriction. But in terms of the actual quantity an investor can redeem? And would that be occurring [ph] right now in your hedge funds?

I think, again, remember, when you are talking about our hedge fund products, right, so we are thinking about alternative products as a very wide array of products across a number of Affiliates. So are there products that have these kinds of characteristics? Yes, there are. But I don't think the application of any of those kinds of things is really anything we are looking at.

Got it. Got it. And another question just real quick on your performance fees. I'm wondering when you look at, you said 14% of estimates or your guidance is coming from performance fees, what part of that 14%, which maybe is a little less than a dollar, comes from guarantees from some of your Affiliates? So if everything kind of went poorly, where is the kind of support there in terms of performance fees?

What we'd be hesitant to do is sort of parse through all the performance fee arrangements. But it is fair to say that from where we stand today and we look at both guarantee and we look at the opportunity that's presented given the assets under management, the current performance and on a crude level performance fees in the system that the guidance of just around a dollar of performance fees feels just right to us.

Okay. And then just one more, and thanks a lot for taking my question. What was the adjusted dilutive share count balance at quarter end? Not the average. And I'm just wondering if... it looks like there wasn't a lot of buyback in the quarter. I'm wondering to hit your assumption for 40 in change in the second quarter, what type of buyback activity has to go on?

Yes, about 40.8 million is the ending number. So for the 41 million shares next quarter and on assumes no buyback. Of course, buyback as well as getting capital deployed in our new investment opportunity, both of those activities would lead to accretion for our guidance.

And is kind of excess cash to do deals and also through leveraging up about... still about a billion even with the Cooke & Bieler deal closed?

Yes, yes, yes. I mean clearly, the termination of Cooke & Bieler frees up capital to deploy into other activities. And even with markets declining, we still see our balance sheet having $1 billion of cash flow and solidly being a BBB minus company.

Great. Thanks a lot.

Thank you. Our next question is coming from the line of D.J. Neiman with William Blair & Company. Please go ahead. D.J. Neiman - William Blair & Company: Hi, good morning.

Hey D.J. D.J. Neiman - William Blair & Company: Most of mine have been asked. A couple of quick ones here. On the large outflows at FQ, I mean how much more do you think there is to go there, or do you feel like it's largely complete now in terms of the restructuring?

I think there is a couple of billion of it left, again, to reiterate, very, very low margin business and negligible in fact even if you would. But we definitely do not expect to lose it all. D.J. Neiman - William Blair & Company: Okay. Okay. And then total performance fee AUM has got to be... can you put some... a range around that right now then?

Yes, I mean it still stands at around $40 billion of both hedge fund product and long-only product that carries performance fee arrangements. D.J. Neiman - William Blair & Company: Okay, okay. And then last one, I mean I understand it's a sensitive topic, but can you just touch on how discussions are going with perspective firms and how the Cooke & Bieler, terminating that deal plays into that and how you are kind of dealing with addressing the concerns that new prospects may have?

We have been doing this for a long time and the Cooke & Bieler termination was very firm specific and we will have zero impact on prospected discussion. And the form and protection that we have build into our agreements has not changed in more than a decade and it won't change going forward. And the forward discussion that we have outside the ongoing discussion that we have and the flock transaction opportunities are to the extent that Affiliates -- that prospective Affiliates look to referring AMG where they go as they have always gone is to talk to our extent Affiliate group and there this very successful track record of our Affiliates and of AMG is our biggest asset. So we are everybody as confident going forward. The Cooke & Bieler transaction has no effect. I would even say further we have a lot of respect for Cooke & Bieler and it won't surprise me and won't be the first time even that at some point in the future we could reengage in discussion with them D.J. Neiman - William Blair & Company: Okay, great. Just last minute look, Darrell, on the holding company expenses you mentioned there are about $0.05 per share of one time expenses related to closing of or terminating the deal. Is there some leverage on that holding company expense line item, or I mean would you say that you are being conservative?

I mean sort of 16.7 [ph] is the run rate for the holding company operations, which includes all that we do and distribution efforts and the like. The one-time stuff is just one-time stuff, and it really... it's related to transaction costs related to Cooke & Bieler as well as the 600 million of convertibles to make sure that goes smoothly, and it did. D.J. Neiman - William Blair & Company: Okay, thanks for taking my questions.

Sure, D.J.

All right, thank you. Our next question is from the line of Mark Irizarry with Goldman Sachs. Please go ahead.

Great, thanks. Just a question on the asset repositioning. I guess number one, why now? Two, how many dollars of Affiliate assets under management are we sort of talking about here? And is this something that is sort of new in terms of the way you operate with Affiliates and do you think this will have any impact on future deals in terms of what AMG also brings to the table? Thanks.

Maybe starting with the last bit, we have a very consistent framework for the way we interact with our Affiliates. And so the decisions that we are talking about that are taking place over the last couple of quarters are both us and them and us working with them. Again, the framework is consistent in terms of how we try to generate good returns on our assets and help them generate good returns on theirs. To the component of your question which is sort of why now, look, the environment over the last kind of 5, 6 months is changing. And things that made sense looking at the world six months ago, it's not that the framework is different; it's just that the input are moving. So I don't think it's a different thing or a different way of interacting with them. It's just... and they find this I think incredibly useful and helpful, and that's the way they talk to us about it. That is something that we bring to bear to help them. There was also a piece of your question which is obviously what are some of the kinds of things. And we talked a little bit about some of them last quarter, we talked about consolidating strategies or products that are similar, we talked about maybe consistency of packaging of product, things that are running at different risk levels, maybe simplifying from an operational standpoint and putting in easier ways from an operational perspective to run. But it's also exiting products or product lines that we and our Affiliates don't seem to be competitive and that are taking resources away from our productive opportunities. So we are simply working with them to make the best use of our and their resources.

And along those lines, are you also altering your interest in particular products as well?

Not at a product level, the way you are thinking about. These are all happening within the framework of the relationships we have with our Affiliates.

Got you. And then on Cooke & Bieler, I mean obviously you've spent a lot of time last year getting sort of your pencil sharpened and finally executing on some deals in the fourth quarter. I guess, Sean, this question is for you. If you think about the pipeline of types of deals that you want to do going forward international and alternatives, I mean are you sort of rethinking long only deals in this environment?

No, not at all. The international and alternative areas have been areas where first all there is a lot of growth and in many cases excellent performance. Strategically, we have been and continue to seek to position the business with a proportionately greater exposure to those areas where we see on an ongoing basis greater secular growth relative to domestic equity products. And it's an environment where many or most domestic equity products obviously are not performing as well as they would have historically in industry equity flows, especially into domestic equities or at lower levels. So you would expect that proportionally within our pipeline of new investment prospects this will be a time where there be a little less of the domestic equity but outstanding boutique Managers that specialize in long equity, long domestic equity strategies are still out there and in the future they will absolutely be part of our new investment activity.

Great and then just on the alternatives front, obviously there is... it seems like there is new stock almost everyday. How do you see that sort of competitive landscape shaping out in terms of the alternative deals?

We don't see the stock market effecting us. Firms that want to go public, and want to go public via... are not interested in that kind of permanent partnership that we offer from a pricing standpoint there are inherent limits to the pricing of stocks, delays and executing transactions, etcetera. I don't mean to say that some stocks wont be successful going forward but they wont be... if they are successful it won't be in settings where we would have or could have had an opportunity.

Great, thanks a lot.

Thanks Mark.

Thank you. Our next question is from the line of Cynthia Mayer with Merrill Lynch.

Hi, good morning.

Good morning.

Just some follow-ups. Just to clarify on the First Quadrant outflows when you say those are low fee products are those products that have had the opportunity for performance fees?

In the main... the products that were launched, actually it is not the main, the products that we are talking about don't have performance fee components.

Okay and same with... I think you said there is about $2 billion remaining. Alright?

Correct and these are not performing. The way to think about these is as very large kind of futures based, kind of risk management kinds of products with very large institutional clients.

Right so that's why you are performance see assets based hasn't really gone down that much?

Yes.

Okay and then I think not to go over the guidance again and again but last quarter I think you said that a lot of the performance fees that you expect are actually guaranteed because that's how you tend to structure your investments and alternatives firm and I think you said that if you included only the guaranteed portion you get close to $7. So... or close to the bottom of your ranges is what you said. So should I make the assumption that if you are reducing your guidance by, was it $0.30 that would carry over to sort of that analysis too if you included only the guaranteed portion you would be at whatever 670 or something?

Well maybe to just refresh where we are today which is I think the changing guidance for this quarter is driven by what's going on in the market and then offset by some of the things that we are doing to continue to manage the business for earnings growth. From a performance fee perspective, the amount of performance fees that we include has a meaningful portion that is guaranteed but it does require positive good performance by products in order for us to achieve our guidance number. That's why we have always included performance fee earning in our guidance that comes from a very conservative orientation. As you can imagine on a portfolio of $40 billion of performance assets in an environment where markets are all up and positive returns abound and we could generate several dollars or more of performance fee earnings in this environment and given the portfolio and as I mentioned First Quadrant has generated some performance fees this quarter. Up till now it is very good performance and a group of other firms are very well positioned in this environment. That all makes sense as we see the true performance of firms and products unfold as the year progresses. So, from where we are here in April and we look at our guarantee plus the position of these products we still feel confident in the amount of performance fees that we are including guidance and that has the same sort of orientation and level of confidence around how it will work through earnings in the fourth quarter.

Okay, I guess just couple of other questions. I think you said you are interested in reducing debt and interest expense and I am not used to hearing you say that you were using cash flow to reduce debt, I am just wondering what's driving that is that ratings agency driven or is it that you have some cash flow piling up as you are waiting to get deals done and how far down do you want to drive up.

Yes, sure. We do have revolvers that are outstanding and my description of it was not to evidence a business strategy but it was more just to evidence some modeling convention. So the way we came up with our guidance was using all the cash flow to repay our revolving credit, and I'm trying to get some numbers around that. So everyone has a sense of how our balance sheet is adding to our earnings generation. But as you've heard, our prospect for deals in this environment is very strong. We are husbanding our cash so that we can have it ready to take advantage of that opportunity and in our guidance we don't include accretion from prospective new investments, nor do we include accretion from repurchases. So again, with the repayment of debt, it's just evidence to modeling convention.

Okay, great. Thanks a lot.

Alright, thank you. Our next question is from the line of Douglas Sipkin with Wachovia. Please go ahead.

Yeah, thanks. All my questions have been answered, thanks.

Alright. Thank you, sir. Roger Smith with Fox-Pitt Kelton. Please go ahead.

Yeah. Can you give us a breakdown of what's in the minority AUM versus in the consolidated AUM and then how much of the performance fees would be in that bucket rather than the consolidated bucket.

Well, the minority of Affiliates are AQR, they're BlueMountain, they're ValueAct, Viewtel [ph], and some smaller minority investments. But I don't have a precise number for minority AUM, but its roughly $55 billion, $50 billion to $60 billion of minority AUM. As we think of performance fee Affiliates, AQR and AQR BlueMountain, ValueAct those are all firms that have been performance fee generators and are in that portfolio, and First Quadrant in the majority base Affiliates is probably the most significant provider of performance fees in addition to Genesis, Third Avenue, Tweedy Browne, Frontier, and some other firms and that make some happening contributions in the past.

Okay. And then perfect. On the performance fee guidance, it now looks like its 14%, I think when the last guidance was there it was closer to 10. Does that percentage really increase strictly because the base fee assumptions are coming down?

It was tentative in 2007, but as we look to 2008 and again the addition of BlueMountain which I can say enough has had very, very strong performance and ValueAct as we look to 2008 our guidance has always being 14% of our 2008 earnings being derived from performance fees. So 2007 to 2008 we certainly feel better about our performance fee opportunity again given diversity of portfolio and just the absolute level of assets under management.

Okay, great. And then the last question that I want to talk about really is of these corporate sellers that we're really hearing more companies talk about the consolidation in the asset management industry coming from businesses or financial institutions that might look to sell their asst management operations and I know Sean you just mentioned that yourself here and as this new group comes in potential, as potential Affiliates how does AMG kind of compete against the other Managers in there or acquirers in there and then what is it that you would do or what is AMG's strategy or advantage to making that work and how would it really work with incenting the next generation of Manager?

Well, there are a sub-set of these opportunities which are true consolidation transactions where the greatest value and the nature of the business is in a transaction where the business being sold is combined with another business. We have limited opportunities for those kinds of consolidating transactions principally to mutual fund firms and to our Managers, investment fund complex. In the main what is most attractive for us for again a subset of these corporate dispositions are firms where or businesses where the subsidiaries have been left often just through benign neglect relatively untouched by their corporate parents i.e. not integrated into the rest of lets say larger financial services firm. In those cases then again it's a subset, because in the main most of these business are not that attractive but for the subsets that has really been allowed to run autonomously where the management team through real or phantom equity ownership has a real stake in the business and where they generated outstanding performance and have a defined culture and a commitment to maintaining that culture and autonomy, that's important to their partners, their employees, and most importantly their clients. Those kinds of businesses are perfect sets for us, not a very good fit for the firms that are consolidating and controlling in it and we have over the years made a number of investments in such situations. If I look back a few years TimesSquare was an outstanding firm that we acquired in partnership with management out of CIGNA. Looking even further back First Quadrant was a subsidiary of Talogen [ph], the Xerox insurance business and obviously was a Gen that had just been left untouched and we were able again to partner with management in buying that business. So those kinds of opportunities are the ones that we are focused on. It is certainly not in every situation that involves corporate sellers disposing of assets but there are some attractive opportunities and we feel like in the current environment especially relative to the opportunities private equity firms or the challenges private equity firms are having, we are a very, very attractive alternative for the partners of those businesses.

Great, thanks very much.

[Operator Instructions]. There appears to be no more further questions at this time. Mr. Healey please continue with any closing comments.

Wellthank you again for joining us this morning. As we discussed during the call, given the market environment we are very pleased with our results this quarter and confident in the long-term growth prospectus of the AMG and our Affiliates. Thank you

Thank you, ladies and gentlemen this does conclude the Affiliate Managers Group Q1 2008 results conference call. If you would like to listen to a replay of today's conference you can do so by dialing 1-800-405-2236 or 303-590-3000 and put the access code 11112949. Those numbers again, 800-405-2236 or 303-590-3000 and put the pass code 11112949. I would like to thank you very much for your participation today. You may now disconnect have a very pleasant rest of your day.