Affiliated Managers Group, Inc. (AMG) Q2 2012 Earnings Report, Transcript and Summary

Greetings, and welcome to the Affiliated Managers Group Second Quarter 2012 Earnings Call. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Alexandra Lynn, Vice President of Corporate Strategy and Investor Relations for Affiliated Managers Group. Thank you. Ms. Lynn, you may begin.

Thank you for joining Affiliated Managers Group to discuss the results for the second quarter and first half of 2012. 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 Form 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. AMG will provide on its website, at www.amg.com, a replay of the call and a copy of our announcement of the results for the quarter, as well as the reconciliation of any non-GAAP financial measures to the most directly comparable GAAP financial measures. With us on the line to discuss the company's results for the quarter are Sean Healey, Chairman and Chief Executive Officer; Nate Dalton, President and Chief Operating Officer; and Jay Horgen, Chief Financial Officer. With that I turn the call over to Sean Healey.

Thanks, Ally. Good morning, everyone. Despite the increased market volatility in the second quarter AMG reported strong results including economic earnings per share of a $1.56 reflecting excellent execution across all aspects of our growth strategy. With our ninth consecutive quarter of outstanding net client cash flows, two transactions closed in the quarter and our announcement this morning of our increased investment in BlueMountain Capital Management, we have substantially enhanced the growth prospects and earnings power of our business. Even in a challenging market environment with muted investor risk appetite, our affiliates have generated $47 billion in net client cash flows over the past two years including $7 billion in the second quarter. We continue to benefit from our strategic position and differentiated value added products in the global equities and alternative areas, which represent approximately 70% of our earnings and are seeing ongoing demand from clients globally. Our affiliates in these product areas have outstanding long-term track records of outperformance, including Tweedy, Browne, Harding Loevner and Genesis were the largest products in global international and emerging markets equities or in the top quartile across virtually all relevant periods. Our alternative managers including Pantheon, AQR, BlueMountain, First Quadrant and ValueAct continue to generate strong returns and we remain positioned to realize meaningful performance fees in 2012. Our results reflect the continued strong execution of our global distribution strategy as our affiliates are winning new business and market share though affiliate level marketing efforts as well as by leveraging our centralized platform which enhances the presence of our affiliates across channels and geographies. Given this ongoing success, we are continuing to add resources to our distribution platform in key markets worldwide including the recent addition of senior level marketing personnel to cover Germany and Switzerland. Our affiliates are involved in a growing number of searches and finals across Europe, the Middle East, Australia and Asia and we see a broader array of opportunities to win new business in these markets. Our strong organic growth from net client cash flows has occurred in a period when industry flows have been concentrated in passive and fixed income products. While much of the rise of passive has come at the expensive active, to a large extent the growth of passive products also reflects a trend, where clients are separating their risk between beta and alpha portfolios and migrating away from equity products and the index hugging middle. In our view these barbell strategies benefit not only providers of passive beta, but also value added equity and alternative products which can generate true alpha for the other side of the strategy. We see this trend continuing and we believe that firms such as our performance oriented affiliates will continue to see strong organic growth, even as passive beta products also grow. With respect to fixed income as we along with many others in the industry have observed, current outsized levels of flows into fixed income reflect extreme investor risk aversion and will inevitably reverse. No one can predict when this reallocation will occur, but when it does we believe that we will generate even stronger growth in our return oriented products and unlike many other firms, we will not have a drag from fixed income outflows. Now, turning to new investments. We added two outstanding new affiliates, Yacktman and Veritable during the quarter and this morning we were pleased to announce our significantly increased investment in BlueMountain Capital Management, one of the leading credit alternative managers in the world. We have tremendous respect for Andrew Feldstein, the firm’s CEO along with the rest of the senior team and in the transaction the firm’s top eight partners have entered into new commitments to BlueMountain, as well as to the AMG partnership and are reinvesting the large majority of the proceeds from the transactions into BlueMountain funds. With over $7 billion in assets under management, BlueMountain has grown substantially since our initial investment and with its diverse range of alternative products which leverage credit and equity expertise, an excellent long term and recent track record of absolute returns, the firm has outstanding forward prospects. The opportunity to increase our investment in BlueMountain is very attractive and was available, because unlike our traditional affiliate investments we began with a smaller minority position which allowed us to make a substantial additional investment while still providing for the largest portion of the economic interest to be retained by the management partners. More broadly, the transaction environment continues to be highly favorable to AMG and we are pleased with the quality and diversity of our new investment pipeline which includes traditional and alternative independent firms around the world as well as divestitures from large institutions. We are confident in our prospect for additional accretive investments and new affiliates and together with the organic growth of our existing affiliates we are uniquely positioned for continued strong earnings growth going forward. With that, let me turn it to Nate who will discuss our Affiliates results in greater detail.

Thanks, Sean. Good morning, everyone. Looking at the second quarter, the main things for us were continued strong relative investment performance across our affiliate group combined with continued good momentum across the range of affiliates and products and especially for global equities and alternative products. As you all know, this is coming against the backdrop of an ongoing challenging period in equity markets. Now, as Sean noted, at a macro level, industry trends still favor fixed income and passive strategies, we are continuing to generate strong flows across channels with a total of $7.1 billion in net new flows for the second quarter, our ninth straight quarter of strong positive flow in cash flows. There are several reasons for this. First and most important, our affiliates are continuing to generate good investment returns. Second, there are some trends that are working on our favor, increasing allocation to alternatives, increasing allocations to high convection managers and a growing recognition of boutiques as a proven source of our performance. Finally, we and our affiliates are continuing to bring our products into new geographies and distribution channels. Looking ahead, and consistent with past trends, the pipeline is good and we’re constant in our ability to continue to generate strong organic growth. Now, turning to investment performance. In the global developed markets category, we had another strong quarter with nearly all of our global managers delivering outperformance, in particular Harding Loevner and Tweedy, Browne had very strong relative performance with nearly all of their global equity products beating their respective benchmarks for all relevant time periods. Across our affiliates, we now have long term track records of outperformance in a wide variety of global and international equity products which gives us confidence that we can continue the business momentum we’ve built. In our emerging markets category with another excellent relative performance quarter with Genesis and Harding Loevner in particular benchmarks by a significant margin across all their products. Emerging markets is also a category where we’ve built an array of products with long term track records of significant outperformance. Next, turning to our alternatives category, as you know we have a very diverse set of alternative products including private equity, global macro, credit alternatives, control oriented equities, multistrat, hedge fund data and several types of special situation funds. Among this group the second quarter was another good performance quarter and especially at AQR and BlueMountain where we now spent additional investment this morning. All of BlueMountain’s funds and most of AQR’s products are well ahead of their benchmark here to-date. And in addition ValueAct is significantly ahead of their benchmark for the one, three, and five year periods. While it’s very difficult to benchmark Pantheon CE Funds, the IRRs for the vast majority of their advantages remain well ahead of the applicable peer groups of funds. Finally, turning to our U.S. equity products. Against the backdrop of a challenging market environment our Affiliates delivered good performance. On the growth side I would highlight that it was a very strong quarter for TimeSquare as the firm continue the long term record of outperformance. On the U.S. value side we are extremely pleased to welcome our newest Affiliate, Yacktman, one of the truly great U.S. value managers. Yacktman had a strong quarter in both of their five star rated funds continuing their track record of significant outperformance. We are very pleased to welcome Don, Steven, and Jason and the entire team to AMG and very much look forward to working with them. Now, turning to flows. We did another quarter of strong growth with $7.1 billion in positive net client cash flows coming principally from the global equities and alternatives areas as well as emerging markets equities. As you have been seeing for a number of years now these are areas we have been focusing on both because we think there is some long term trend in favor of those asset classes and also because we believe these are areas where return oriented managers will be able to add value. Now, in terms of geography, we saw positive net flows in both the U.S. and globally. Looking at our flows for the quarter by channel and starting with the institutional channel, we had positive flows of approximately $3.5 billion. As we’ve seen over the past several quarters we had significant flows in global equity products and alternative strategies as well as in emerging markets equities with notable contributions from Harding Loevner, AQR, BlueMountain, Pantheon, Beutel Goodman, Trilogy, and Systematic. We continue to be pleased with the diversity of the flows across products and firms, although I’ll reiterate the inherent lumpiness of this channel. With respect of the pipeline looking forward we continue to see positive long term trends in terms of one business, finals and RFPs. Moving to the Mutual Fund channel, we’ve positive flows of $3.1 billion. Here, we also continue the positive trends we've had over the past several quarters. The flows this quarter, once again, included strong flows in the sub-advisory channel, especially for alternatives products. From a product category standpoint, we have good flows in the global and alternatives strategies. In the U.S. equities category, the migration continues towards concentrated managers moving away from benchmark driven strategies. In the quarter we had contributions from Yacktman, which were partially offset by outflows at Friess. One further note on Friess. While Jay will describe an accounting matter while we reduced an intangible asset related to the mutual funds, from a business perspective, Friess are a very stable and consistent team in process and we continue to have confidence in that. Behind that channel closed at about $600 million for the quarter. We have positive flows from [inaudible] net loss in color, which continues to attract flows for our U.S retail distribution platform and from Harding Loevner, mostly in their international strategy. Turning to our global distribution efforts, we continue to make very good progress overall. As you saw on the release, we are adding two new senior level professionals to our global sales and marketing team. As we have said, our focus for us this year is deepening some of our regional teams, bringing out additional senior, experienced sales and client service professionals. The pipeline from these global offices is good and investments we have made over the past several years increasingly pay off. Finally, we are very excited to announce our additional investment in BlueMountain. Andrew Feldstein and the rest of the team have been terrific partners for the past five years and our announcement today underscores the strength of our partnership. We appreciate the team’s additional long-term commitments to the business and look forward to working closely with them on a number of strategic initiatives and continuing our successful partnership for many, many years to come. With that I will turn it over to Jay.

Thank you Nate. As Sean and Nate discussed, we continue to be pleased with our outstanding organic growth and a successful execution of our new investment strategy including the additional investment in one of the world’s leading credit alternatives managers, BlueMountain, which together greatly enhance the earnings power of our business as we look ahead to the second half of 2012 and full year of 2013. For the second quarter we reported economic earnings per share of $1.66 with performance fees contributing $0.06. As you saw on the release, our GAAP earnings included two non-cash items related to balance sheet valuation adjustments. The first was a reduction in the non-amortizing intangible assets at Friess Associates, while the second was a gain related to our contingent payment obligations. Excluding these items, our GAAP earnings for the quarter would have been $0.82 per share. These non-cash items had no impact on our economic earnings per share or our tax benefits. Now turning to more specific modeling items, the ratio over EBITDA contribution to end of period assets under management excluding the effect of the end of quarter closing of Veritable and Yacktman was approximately 15.2 basis points for the quarter. For the third quarter we expect this ratio to remain at this level, including the impact of Veritable and Yacktman and BlueMountain and we expect it to trend upward in the fourth quarter with organic growth and performance fees. Holding company expenses were steady at $22 million in the second quarter and we expect them to remain at approximately this level for the remainder of the year. With regard to our taxes for the second quarter, our effective GAAP and cash tax rates and/or intangible related deferred tax adjustment were distorted by the non-cash items I discussed earlier. For modeling purposes, we expect our GAAP tax rate to be 35% going forward and we expect our cash tax rate to be approximately 15% for the third quarter and then to trend upward during the fourth quarter with organic growth and performance fees. We also expect our normalized and tangible related deferred taxes to be approximately $70 million in the third quarter, reflecting the additional tax benefits from the closings of our recent new investments. Our share of amortization for the quarter would have been $17.6 million, excluding the non-cash intangible adjustment I mentioned earlier and together with the $8.2 million of amortization from affiliates accounted for under the equity method. AMG is controlling interest portion of amortization with $25.8 million. We expect our quarterly amortization to increase to approximately $30 million in the third quarter primarily as a result of our recent new investments. Our portion of total interest expense for the second quarter would have been $24.8 million excluding the non-cash contingent payment gain I mentioned earlier. This interest expense includes $6.3 million of pre-tax non-cash computed interest expense and we expect our total interest expense to increase to approximately $27.5 million for the third quarter, reflecting the financing activity for our new investments. Turning to our balance sheet, we closed our previously announced investments in Veritable and Yacktman at the end of the second quarter and today we close an additional investment in BlueMountain. These transactions were funded using a combination of available cash and revolver. We continue to have ample capacity to execute on our new investment growth strategy with substantial availability under our now $1.1 billion bank facility, our strong recurring cash flow and ready access to the capital markets. Now, turning to guidance. Given the successful execution of our growth strategy, we are updating 2012 and providing preliminary earnings guidance for 2013. For 2012 we expect economic earnings per share to be in the range of $7.10 to $7.70, reflecting a $0.10 increase in the bottom end of our range and for 2013 we expect economic earnings per share to be in the range of $8.30 to $9.20. Our guidance assumes our normal convention of actual markets through yesterday with 2% quarterly growth beginning in the fourth quarter and a weighted average share account of $53 million. The lower end of our 2012 and 2013 guidance includes a modest contribution from performance fees and organic growth while the upper end of the range assumes a more robust contribution for performance fees and flow expectation. As always, these assumptions do not include earnings from future new investments and are based on our current expectation of Affiliate growth rates, performance and a mix of Affiliate contributions to our earnings. Of course, substantial changes in markets and earnings contributions of our Affiliates would impact these expectations. Now we will be happy to answer questions.

[Operator Instructions] Our first question comes from the line of Bill Katz with Citigroup. Please proceed with your question.

Okay, thanks very much. Just want to sort of focus in on some of the renewal transactions and I know it’s early days but particularly for Yacktman, you still highlight a little bit into second quarter if I thought the deal closed towards the end of the quarter. Can you talk a little bit about what you’re seeing early stages around acceptance and opportunity. And then second part of the question, as you look outside United States and the efficacy continues to grow up, where do you see the grades for rates of growth over the next 6 or 12 months?

Okay. This is Nate. So starting with Yacktman, again, as you say it’s early days. We’ve already been able to – and they have done a tremendous job and that comes first, so both their investment performance was obviously important thing. But also they obviously have a lot of traction and are doing a fantastic job in sort of sales marketing and client service already. That said, I think you know their funds have gone on to developed managers platform, and there are few places already where we have sort of specific strong relationships with platforms or something that have been one that they hadn’t focused on previously. And so we’ve been able to be help with them again already and you are still seeing early traction. Some of that effectively is potentially significant. So that’s very good to see, but as you say, early days still. Then outside the U.S., the second part of your question, I think it’s – there is a couple of different dimensions to it, right? So one is, the way we have been building our global distribution platforms, it’s putting senior experienced people in the marketplaces where we see specific opportunities for our product set and then ideally strong top down characteristics as well. So in the short run, we actually – it’s very hard to tell where do we think it’s going to come from because a lot of these are large mandates and very lumpy and all that. We see – again there’s lots of things going into the pipelines, the pipelines are in the funnel if you will in sort of growing. Long-term, I think it will be the markets with the attractive sort of macro characteristics and we’re seeing good early traction in Asia and in Middle East and Australia still and Europe and so, those are growing.

And I would add to that apart from the incremental opportunity that we can provide through our platform, Yacktman already is quite successfully distributing into euro through a sub advisory relationship with a UK based manager. So their product is already well accepted and I think there is lots of opportunities over time for more growth.

It’s helpful. Just a quick follow up with the BlueMountain deal announced sort of in, in any way does that sort of diminish, I heard your comments, it sounds like you’re still pretty broadly bullish on the pipeline for new deals, but does this sort of sop up some of the near-term capacity or is this just sort of something that just happened as bit of a one-off, and everything else still pretty positive?

Well, I would say notwithstanding the market volatility over the past quarter and continuing, our pipeline remains very, very strong. It’s probably a little more weighted toward alternative firms, many of which are doing very well, notwithstanding the market volatility, but BlueMountain in that category for example. And then ongoing divestiture activity where we’re spending as you would expect the right amount of time evaluating the various opportunities from both European and U.S. Banks. Prospectively, we’re seeing a little less than you would’ve thought in terms of traditional independent firms seeking succession solution, but I think that is – that will inevitably occur over time, and the math of rising tax rates for firms that are thinking even over the medium term of doing a transaction is really compelling. So, we feel great about our pipeline. The investments that we made to-date have absolutely – involve no limit on prospective new investments, and Jay can talk about capacity.

Yeah. So, on capacity Bill, we have just increased our revolver to $1.1 billion. We did fund this transaction with a combination of cash, which we had on hand that we had another quarter of cash in the second quarter, and revolver. So, just on the cash on hand point, we still have plenty of capacity to execute, but I would say more importantly, eying these fixed income markets, generally, we have the availability of going to the capital markets for additional capital at attractive rates.

Okay, great. Thanks for taking my questions.

Thank you. Our next question comes from the line of Daniel Fannon with Jefferies & Company. Please proceed with your question. Daniel Thomas Fannon - Jefferies & Co.: Yeah, good morning. I guess Jay, first on the guidance, I guess if you could maybe dissect it a bit for us and considering the amount of deals and the pretty strong acceleration between now and 2013, what you guys are assuming from the contribution from deals versus say organic growth, you obviously get your market assumptions that you gave us already?

Yeah, so, I appreciate that there is a lot going on, maybe I’ll take 2012 first. At starting point with the last call, May 1st, markets were down – are blended down by 2%. Also our guidance convention would have assumed 2% for this quarter, so are kind off of our model about 4%. So all things being equal, negative data would have taken our guidance range down and that was offset by the early closing of Yacktman and of course BlueMountain which closed today and we start to participate right away on the incremental investment. Maybe to answer potentially another question that someone might have, we really haven’t changed our outlook on performance fees for the year. I would note that with global equity performance year-to-date, it’s had an impact on our data sensitive. Alternative products, but are absolutely return products are of course continuing to produce strong results, so no real change on performance fees. Editorializing for a moment, we did raise the bottom end of our range by $0.10. I think we feel really comfortable, the top half of our range just given all of the elements of positive earnings power that we just described. Looking at 2013, again, we’re providing this guidance now to try to provide more clarity around the new investment activity this year. The first quarter, you will see the run rate effect of that will be the third quarter. So we will not see a full year of earnings profile in calendar year 2012, the reason for giving 2013 guidance. That guidance assumes standard convention for market data and shares as we always do. So the main element reflected in the 830 to 920 is the full year impact of our 2012 investments as well as a reasonable assumption for organic growth and performance fees. Daniel Thomas Fannon - Jefferies & Co.: Okay, great. That’s helpful. I guess in terms of the international distribution, you guys looks like you added a few more sales folks today, I mean, in this quarter, could you give us a sense of the numbers that you are kind of in that kind of distribution region now and then kind of where you think that might go, I guess, this year, or how much else you are looking to add kind of on a longer term basis?

Got it. So I started to describe, listening sort of to the earlier question, which is what we’re doing is we’re bringing senior marketplace facing people in where we see opportunity for our affiliate product in the market, not just over the long term, but also in the short run, where do we see specific opportunities, and so sort of think about if those are things that are pretty good paybacks and pretty good return profile because again we’re able to leverage all the infrastructure we’ve built so far but also all the infrastructure or affiliates to really just add those marketplace facing things. So the marketplace taken people – and I should say we’ve had – we’ve been very lucky in the people we’ve been able to attract because this is a pretty sort of attractive proposition to represent this [inaudible]. And we’ve also had very good pick up with our affiliates. So all of that is working. We have a decent sized list of places that we’re looking at adding people, and in each geography, a place like Australia, a place like the Middle East, it will just be a couple of senior people at most. When you look at Europe, which is where we’re adding these two that we mentioned this quarter, one of the things we’re working on this year is breaking it down a little bit and so you saw us add Nordic specialty, you’re seeing us add some more country specialty where we’re done a good job already at a high level as a team and we’re seeing real opportunities to add with local expertise, truly local expertise. So it’s really just a couple of people per geography, we have a relatively longer places we are still looking at, but as we’re putting them in, we’re putting them in where we see that kind of quick pay back high return sort of opportunities.

I underscore the last bit of what Nate said, I think one approach was to be “strategic” and say let’s just cover the landscape and have sales and distribution professionals in every geography. Our approach is one and this is a general approach to the business for us, is to say where is the most attractive return and over time obviously we are building out breadth and scale. But in each case, we are making investments where we see a real return over the short to medium term. Daniel Thomas Fannon - Jefferies & Co.: Great. Thank you.

Thank you. Our next question comes from the line of Michael Kim with Sandler O'Neill. Please proceed with your question. Michael Kim – Sandler O'Neill: Hey guys, good morning. First as it relates to the incremental stake in BlueMountain, can you just talk about how that transaction came about and sort of the rationale for the transaction for both perspectives? And then beyond that, would you consider looking at similar transactions as you kind of look across the other equity method affiliates.

So the way that we think about and investing in alternative firms has been to take an initial stake which represents a minority investment that is meaningful, but on the smaller end and interpolating – it’s an investment in a revenue share, number one, and interpolating to an equity position that would be, let’s say, 20% to 25%. So we’ve known, and why do we do it that way, that’s what the perspective affiliate is interested in selling, it’s good fit with our approach and gives us lots of opportunity to participate in the business in a meaningful way but also to have this additional avenue for growth where we can make a substantial additional investment. And here it’s just a great advantage for us to have such a tremendous partnership and a five-year relationship and a friendship and so we feel extremely comfortable with the investment in BlueMountain, more comfortable than you could even feel with a firm that you are just getting to know. So this is a great opportunity, and as I said, it exists because we started with that smaller stake. As we look out going forward, I think we certainly see the opportunity to invest in additional alternative managers, as I mentioned, that’s an important and very attractive part of our investment pipeline. Of course we have some investments already in some fantastic alternative firms. Going forward, I am certain that there will be, over time, some additional investments made similar to the one that we announced this morning. But there is no way to predict exactly when and which firm, but it certainly is an opportunity that exists over time and is just inherent in the way that we’re structuring these investments. Michael Kim – Sandler O'Neill: Okay, that’s helpful. Then maybe just focusing on revenues in the mutual fund channel. Looks like the blended fee rate continues to trend down a bit. Any color there in terms of some of the drivers behind that dynamic, is it – maybe a different set of affiliates that are driving more of the growth these days, is it a mix issue or are you seeing any incremental pressure on pricing there looking at management fees or as it relates to payouts to the distributors.

Michael, I’ll let Nate talk about the drivers and answer some of the particulars. Just to look at the numbers for a moment, just to make sure that you’re pulling out the new investment AUM when you’re looking at fee rates because I think you’ll find that when you do that quarter-over-quarter, our mutual fund and really all of our fee rates are either flatter or kind of up quarter-over-quarter. So I just wanted to make sure that we clarified that. I don’t actually think there is anything going on between the two quarters and I’ll let Nate talk about it more broadly.

We are not really seeing sort of any fee pressures or any need to sort of pay distributors more or what have you. I think maybe one of the trends that’s in there – and we saw the impact in mutual fund channel. But one of the trends that’s in there is we have been winning some large mandates that are sub advisory in the mutual fund channel so that’s one sort of component and those do have sort of lower key profiles. I think they are very attractive sort of high margin business, but large fee profile. Then the other thing I would say is – this is not particular to the mutual fund channel because the other thing I would say is the alternatives part of our business has obviously been growing as well and that’s got the other performance fee component to it as well which can also just – instead of thinking about that growing fast there is a lag effect that could be in there too. Michael Kim – Sandler O'Neill: Okay. I will follow up with you offline. Thanks for taking my questions.

Sure.

Thank you. Our next question comes from the line of Robert Lee with KBW. Please proceed with your question. Robert Lee – KBW: A question going back to BlueMountain. This is really just kind of a more of a structural yield question. But, if I remember some of your initial investments and the minority investments in AQR and BlueMountain, you often structured them with some kind of color around foreman fees, I am just kind of curious how you approach the transaction at this point and kind of the value place on the performance fee component of the revenue stream, is it kind of the same multiple, do you also put a color around it just trying to – how should we think about that?

Sure. I wouldn’t say that – I wouldn’t use the term color to describe any of these investments or the structure in these investments. Sometimes we will make an investment and in the sort of blended multiple that we pay reflects that performance fees have more volatility, but we don’t have any structural protection or stability that’s involved. In other settings, and we think this is a – that there is an efficient arbitrage in many cases for us to structure the investment where there is an element of stability built into the performance fee revenue stream. So we will contractually arrange for the performance fees to be at a certain level, typically a lower level than the firms expected or achieved performance, and the revenues associated with that. And so by having that contractual stability which in a period where there are earned performance fees would be paid out of the management partner’s management fees, and over time it all would work out. But having that element of extra stability allows us to pay a higher multiple for that stream. And so prospectively I think it will vary and alternative investments going forward. BlueMountain is one of the alternative firms that in our investment with them we had, and have, some of that element built-in and that was embedded in our purchase price. Michael Kim – Sandler O'Neill: All right. Great. It’s very helpful. I'm just curious may be shifting gears to the global distribution platform. To what extend is the success you are seeing there and the continued strong proposal also influence by – if at all by more affiliates making use of the platform as it’s – as this is growing to mature, you’ve made it, it’s always I assume been open to everyone but maybe some affiliates didn’t use it at first and now they are more willing to use it or more interested in it, and that’s an element of the flows in the success there.

I think there is some element. I mean the way we like to talk about it there is a very vigilant circle that you set up here as we are able to help affiliates. Well, I will say one thing if we have to, which is these things are built on a collaborative fashion, it really isn't us going out with things, here is what we are going to do. We help the affiliates who want to do it. We are doing this in partnership with the affiliates and so we have a pretty good sense of at least what a core group wants to do in each case. But there really is a virtual circle that get set up here both with our existing affiliates and then obviously with prospective affiliates as well where we can execute in an excellent fashion on behalf of a set of affiliates, and we are demonstrating success. And that encourages other affiliates to participate, as you say the fact that other affiliates participate strengthens the platform, makes us a better partner, not to over use that word, but of that a partner in the market place with end clients and with intermediaries. Which in turn makes us better able to serve affiliate. So there really isn't very virtuous circle that get set up here. As you say as we have been demonstrating success we are able to get – that certainly lost on affiliate too and then decided to participate. Michael Kim – Sandler O'Neill: Great. One last question. Thanks for indulging me. With the avertable transaction, can you talk a little bit about now that you’ve closed that, and are you seeing that that’s had the effective method as it relates to that kind of new initiative in the wealth advisory channel in terms of a building pipeline there, and understanding there may be generally small deals. But are you starting to see that kind of bear some fruit?

Yes, absolutely Veritable is one of the most highly regarded and largest of the independent ultra-high net worth advisory firms in the market, and it’s just a great calling card to be able to say that they chose us as a partner. It’s hard to characterize the pipeline in a specific way but I would say it’s a good pipeline and there has been absolutely an uptick in calling activity and lease activity following the announcement of the Veritable investment, and we continue to be very confident about the prospects of the wealth partners business. Michael Kim – Sandler O'Neill: Great, thanks for taking my question.

Sure.

Thank you. Our next question comes from the line of Marc Irizarry with Goldman Sachs. Please proceed with your question. Marc S. Irizarry – Goldman Sachs: Oh great, thanks. Just one more on the global distribution. Can you just talk maybe over the last 6 to 12 months how many of your affiliates or what percentage of your flows maybe came from global distribution and when you look at the platform going forward, you know, over the next sort of 6 to 12, how much assets do you think you could source from the platform? Thanks.

Okay. So in terms of the number of affiliates, I would say the vast majority of our affiliates are working with the platforms in one of or more places, and an increasing number of them are working with the platform in more and more places, right. So we have built it in a very modular fashion so they can participate where it makes the most sense for them and then as they have success they may chose to broaden their participation or what have you, but I would just say it’s driven by them. When you talk about which flows are coming through that platform and through our affiliates, it’s actually an interesting phenomenon. It’s getting in a lot of ways, as more affiliates are using the platform in more ways, it’s getting harder and harder to sort of say well this is a sale that came from mostly from ourselves this is a sale that came mostly from them. One big thing that we have been emphasizing this year, and Andrew who came on to run it as well as downsizing, this year is sort of that integration. It’s absolutely making a material contribution and sort of see it in the search activity, the RFP activity and then the percentage or the sort of the pace of progression through the pipeline in terms of finals and wins in geographies where affiliates really haven't been penetrating before, but it’s getting harder and harder to source that productivity thing. So it’s absolutely making material contribution and you can sort of see that coming across. Marc S. Irizarry – Goldman Sachs: Okay and then just on the flows, can you just tell us how much Yacktman contributed this quarter and then an unrelated question on flows, when you look at the dispersion of flows amongst your affiliates, how does that compare to maybe years past?

On Yacktman contribution, I think Marc, we don’t separate out any one affiliate. I want to just clarify though that the flows that we have on Yacktman were the flows above the amount that we paid for if you will. So we priced the transaction, call it March 31st and we had a asset – it just happened to be that day or close to it, and we had an AUM in an earnings profile at that time. These flows are incremental to what we purchased. So while we don’t break it out, Yacktman is largely a mutual fund company, you can figure it out in the quarter. Then on the second point, which is sort of a concentration or dispersion, I would say those are two broad themes that play out in any quarter, right. One is there is especially institutions in a level of grumpiness and so there is concentration but that concentrations are rotated among firms. And then the other is the sort of more secular stuff which is you have areas that, you know, if you go look back over history we have had different areas that move in and out of favor, and so there is of course the element of concentration with firms that are performing well in areas that are in favor or getting flows. As we said, we are looking at the places where we are seeing concentrations. This goes definitely global equities and alternatives and also emerging markets equities although this quarter there was on the margin more globally and alternative. Marc S. Irizarry – Goldman Sachs: Okay great, thank you.

Thank you. Our next question comes from the line of Chris Shutler with William Blair. Please proceed with the question. Christopher Shutler – William Blair: Hi guys, good morning,

Good morning. Christopher Shutler – William Blair: On the senior people you hired in Germany and Switzerland, could you give us just a little bit more color around how you look at the medium term opportunity in those markets?

We have been covering – since we started covering Europe we have been covering Germany and Switzerland at a high level with the team out of London. In that process we sort of identified some reforms and views about the increasing opportunity, and it’s sort of different in the two places and I think for different reasons. But increasing opportunity for people and portions of the portfolio is looking for return, right. They are still very much conservative. But sometimes not bad. But the increase in portions of portfolios is people looking for returns and then – so specifically the opportunities to bring some of the same themes we have been talking about but especially here the sort of alternatives and global emerging kind of products into the market. So it’s a little bit of a warm marketplace in the sense that we have already started covering, and then again sort of speaks to these specific opportunities that are different in sort of the time that you play with these specific opportunities, and then that was reinforced as we went through the process of trying to identify sort of the people, the kind of people that we wanted and the people that we wanted. One thing I should say and maybe should have said before, a really important part of that process is finding the right people, right. For us it sort of stands simple in one level which is to just find markets that are attractive for your products and where there are ideally good growth characteristics, and then find strong people with good local relation. By finding the people who will work well in our structure is the most important part. So it’s also the serendipity of finding those people also for those markets. So I hope it’s helpful. Christopher Shutler – William Blair: It is. Then just one other one. Clearly there is a secular movement right now into alternatives which we have been seeing for a while. It feels really to me like we are seeing growing momentum in not only alternatives with institutional investors but also retail. Just curious what if anything you think AMG could do over time to really – I guess better capture that retail opportunity and alternatives?

I think we agree with your theses, and I think we have had that view for a while. We are participating in it now both AQR and First Squadron have very high quality liquid alternative products that are in the retail marketplace and both are also actively – we are working with both of them actively and having pretty good success in the sub advisory market. So we absolutely believe in that trend and see it going – there are other things we are working on in terms of product development both with those firms and with other alternative managers. Some of it is – it’s a complicated world with lots of rules to bring some of those products into those packages but we have got teams and folks working on them, and absolutely we think it’s an area of focus where we have very high quality managers with a range of products as we’ve talked about. We have a scale team and platform to help bring them into the market with lots and lots of expertise. Now, again, I think we have got probably – we have a pretty good experience, I will say it that way working with platforms and other intermediaries around liquid alternatives. And so, yeah, we absolutely are trying to leverage all those things and bring more products into the market. Christopher Shutler – William Blair: Okay thanks a lot guys.

Sure.

Thank you. Our next question comes from the line of Cynthia Mayer with Bank of America Merrill Lynch. Please proceed with your question. Cynthia Mayer – Bank of America Merrill Lynch: Just on the pipeline for new acquisitions, I'm curious why you think you aren’t seeing as much interest from boutiques as you expected? Is there may be a vacancy attitude on the taxes or something else going on for optimism for beta?

Well, I would include just in terms of nomenclature all of our prospective affiliates or boutiques. So the alternative firms are and over time there is increasing convergence, etc. But in terms of traditional long only independent boutiques, I think the main reason that we are seeing a slight decrease in activity is that markets have been volatile, and so the best firms don’t have to do a transaction at any particular point, and they are allowed to approach their clients with a deal. However good their performance, on a relative basis they are allowed to approach their clients in the midst of extreme market volatility. So I think it’s nothing more than that. The point I was making is that the increase in taxes some of the healthcare related taxes are in place and whatever happens to the so-called bush tax we’ll see. But I think the – everybody is expecting higher taxes and over time that will be a catalyst for deals to happen sooner. But it doesn’t mean that they are going to have to happen at any particular quarter. So long term optimism and short term just a mild bit of caution in terms of that category at the pipeline, but we are as I said finding plenty to keep this busy in the interim. Cynthia Mayer – Bank of America Merrill Lynch: Okay. On the [inaudible] to sub advisory, especially the alternatives, is that – is a variable annuity and is there a seasonable aspect to those clause or do you see those continuing?

It’s coming partly in variable annuity and also partly in just other mutual fund multi-manager kinds of product. There may be some seasonality although I’ll tell you that the thing – the place we are seeing a lot of it is people are moving and launching model portfolios. And so right now that hasn’t been a big impact for us. Cynthia Mayer – Bank of America Merrill Lynch: Okay. And I guess you know given the strong clause into emerging markets and alternatives are any of the affiliates facing capacity constraints at this point in strategies which have contributed heavily flows everything all clear?

Yeah, there is something that I would sort of major and new that sort of are a couple of specialty products here and there that are facing capacity issues. Then the other thing I just say to that is at the same time they are pretty good decent level activity on product launches across a bunch of affiliates. Again, lot of alternative but also assume that [inaudible] team lifting, you know, that kind of stuff. So good level product launches and nothing major on the capacity side [inaudible].

And Cynthia what you are hearing from us broadly hopefully you are hearing from us is continue confidence and ongoing momentum in our organic growth. Cynthia Mayer – Bank of America Merrill Lynch: Right, right. Then may be just a follow-up on the BlueMountain investment. And I'm sorry if you mentioned this, but was that done as part of an existing put or call or was that sort of negotiating the standalone way, and how would the pricing of that compare to serve what the puts are that are in your Qs and Ks.

So puts are an element of what I’ll call traditional AMG structure where we are investing in a long only manager providing a complete solution to the succession and typically – always investing initially with a majority of the owners allocation. Then over time the strategy is to recycle the equities that we don’t actually want the state to go up that much. The puts because we are actively involved in the recycling are set as a lower level. So, typically sevenish or lower sometimes. The investments that we make in – the initial investments that we make in both traditional affiliates and alternative firms are within our pricing discipline which broadly obviously it’s not true in every single case, but broadly is 8 to 10 times run rate EBITDA. The follow on investment in BlueMountain and future follow on investments in existing or future alternative affiliates will always be separately negotiated and within the pricing discipline. So very like from a financial stand point, as Jay was saying very much like any other new investment. Cynthia Mayer – Bank of America Merrill Lynch: Great. Thanks. Okay. And last one and thank you for all these questions. Just if you could give some color on which managers contributed to perform fees this quarter. I think that came out sort of with the higher end of your guidance initially right?

Number of you have heard this from us, but the fourth quarter is of course where we have the bulk of our performance fees. Just by virtue of either the fund, the partnerships, the investors, limited partnership investing or the contracts in the separate account case. They tend to have yearend events. But there are some performances through the year. We got generally speaking of a few pennies in the first and third quarter, and a little bit more in the second quarter because of the history of certain accounts. So that’s no different this quarter is a typical second quarter for us. There really wasn’t a single affiliate that I would call out that’s notable on the concentration of the sixth sense. This is really a group of affiliates with accounts that range from even long only but beta sensitive as well as that’s the return oriented. Cynthia Mayer – Bank of America Merrill Lynch: Great. Thanks for answering all those questions.

Sure.

Thank you. Our final question for today will be from Robert Lee with KBW. Please proceed with your question. Robert Lee – KBW: Thanks. I did have one follow-up. I appreciate the patience. Just curious – trying to – the puzzle is the size of [inaudible] total A1 base, what piece of that, proportion of that is really not what I would call equity sensitive whether it’s pantheon or maybe from Veritable or BlueMountain how should be – I'm thinking about your overall AUM base, what percent would you say is probably reasonable to assume, isn’t really directly impacted by let's say if we are trying to track fund performance of the S&P or the MSCI or some other equity index?

Well, I will answer it this way and have asked Nate and Jay to add in. we don’t really think about it in terms of AUM. You recall that the product breakdown that we give in the pie chart and our investor materials is by EBITDA contribution because we own different amounts, different affiliates etc. So the beta exposure or the absolute return exposure in the case of alternative managers is more meaningfully understood as earnings contribution. And I'm not sure we have recalculated the precise percentage of alternative exposure, but it’s more than a third of our earnings and about half of that is roughly is Pantheon with absolutely no beta exposure and then there is a portion of the alternative of a – I'm looking at Nate, I would say half of the quarter of the total alternative exposure is beta sensitive and then the rest is absolute return. Maybe absolute return in probably a little higher now with our investment in BlueMountain but hopefully that gives you a rough sense and we will follow up in conversations subsequently. Robert Lee – KBW: That’s great. Thanks for taking my question.

Sure.

Thank you. Mr. Healy, I would like to turn the floor back over to you for closing comments.

Thank you again for joining us this morning. As you have heard we are pleased with our results for the quarter and confident in our prospects for continued strong growth ahead. We look forward to speaking with you again in October.

Thank you. This concludes today’s teleconference. You may disconnect your lines at this time. Thank you for your participation.