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Affiliated Managers Group, Inc. (NYSE:AMG)

Q3 2011 Earnings Call

October 25, 2011 11:00 AM ET

Executives

Alexandra Lynn – VP, Corporate Strategy and IR

Sean Healey – Chairman and CEO

Nate Dalton – President and COO

Jay Horgen – EVP and CFO

Analysts

Bill Katz – Citigroup

Daniel Fannon – Jefferies & Company

Craig Siegenthaler – Credit Suisse

Cynthia Mayer – Bank of America-Merrill Lynch

Marc Irizarry – Goldman Sachs

Robert Lee – KBW

Michael Kim – Sandler O’Neill

Operator

Greetings, and welcome to the Affiliated Managers Group Third Quarter 2011 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.

Alexandra Lynn

Thank you for joining Affiliated Managers Group to discuss our results for the third quarter of 2011. 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 Web site at www.amg.com a replay of the call and a copy of our announcement of our results for the quarter, as well as a 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 CEO; Nate Dalton, President and Chief Operating Officer; and Jay Horgen, Chief Financial Officer. Now I’d like to turn the call over to Sean Healey.

Sean Healey

Thanks, Allie. Good morning, everyone. In a quarter marked by extreme volatility and market declines, AMG generated strong results including a sixth consecutive quarter of meaningfully positive net client cash flows and earnings, and economic earnings per share of $1.55. In the face of double-digit declines in global indices over the past 12 months, we’ve produced year-over-year earnings growth through the excellent relative performance of our affiliates as well as strong execution across all aspects of our growth strategy.

We were very pleased with our net client cash flows of nearly $5 billion this quarter against the back drop of the very challenging market environment. With nearly $25 billion of net client cash flows over the past year, our flows continue to be positive across all channels and all major regions reflecting the quality of our boutique affiliates, the impact of our strategic focus and highly-attractive product areas, and the ongoing success of our global distribution strategy.

While global and emerging market equities saw sharper declines during the quarter than U.S. equities, we remain confident that these areas along with alternative products will continue to generate stronger growth over time as clients worldwide inevitably increase their allocations to return-oriented strategies. With global and emerging market equity mangers such as Tweedy, Browne, Genesis, and Harding Loevner, and alternative firms like Pantheon, AQR, BlueMountain, and ValueAct, our affiliates are among the world’s leaders in their respective investment disciplines.

Our global distribution strategy which combines senior level AMG distribution professionals based in key global markets with dedicated marketing and client distribution personnel at the affiliate level continues to generate industry-leading net client cash flows. Sophisticated global institutional clients are increasingly attracted to the combination of focus performance-oriented boutiques, backed by the scale and risk management of a global asset management firm, and we’ve seen a growing impact from the marketing and distribution resources that we’ve built in Australia, the Middle East, and Continental Europe.

Finally, we also expect strong results over time for regions just coming online, such as greater China, Korea and the Nordics, given our success so far, we’re continuing to invest in our global platform adding new regions and channels, as well as incremental resources in the existing region and we believe that this strategy will continue to drive strong organic growth over the long term.

Turning to new investments; we have an outstanding, ongoing opportunity to create shareholder value through partnerships with new affiliates. Although recent volatility has obviously had a short term impact on our progress with independent firms seeking succession planning solutions, challenging environments can also create unique transaction opportunities, as evidenced by the six investments that we made in 2009 and 2010. We’re seeing an increasing number of corporate sellers, particularly in Europe, restructuring our non-core business lines and looking to divest asset management subsidiaries.

Given our track record of successful investments over the past 17 years through varying markets, as well as our reputation as an outstanding partner to our affiliates we are in an excellent position to capitalize on this trend. In addition, demographically driven succession planning remains on ongoing secular need in the industry and as markets improve, independent, traditional and alternative boutiques around the world will again focus on addressing this issue.

As always, we will be disciplined and highly selective in evaluating this first opportunity set. We’re committed to reinvesting the strong recurring cash flow generated by our business and we’re well positioned to fun growth initiatives, such as our global distribution platform and our new investment strategy. While the market environment has been challenging, given the strength of our business model, the quality of our affiliates and our outstanding competitive position as the partner of choice to boutique managers worldwide, we are confident in our ability to continue to generate strong long term returns for our shareholders. With that, I’ll turn it to Nate, for a more detailed discussion of our affiliate’s results.

Nate Dalton

Thanks. Good morning, everyone. Clearly the third quarter was an extremely challenging period, with global markets experiencing sharp declines, including a 19% decline in the ECD and a 22% drop in MSCI Emerging Markets.

As Sean said however, AMG’s proven ability to deliver stable earnings results during very volatile periods is a testament to the strength and structure of our business. In addition, notwithstanding the market environment, in this quarter we raised nearly $5 billion in net client cash flows. With six great quarters of strong positive client cash flows, we’ve done a good job executing our distribution strategy; combine the benefits of a scale, global organization with the benefits of focused affiliate teams. Our affiliates, as you know, include some of the best managers within areas we believe have good secular growth opportunities, including global and emerging markets equities and alternative products.

Now, from the standpoint of adding scaled distribution, we’ve been targeting regions and channels which have strong growth characteristics and with a high quality performance-oriented products managed by our affiliates are in demand. The distribution teams we have been investing in over the last three or four years are doing a very good job building up our territories and bringing our affiliates to new markets.

At the same time, our affiliates continue to do an exceptional job in sales and marketing but most important in these volatile times, in client service. As Sean said, we are continuing to carefully add additional resources to our distribution platform and I’ll discuss some of the details in a moment.

But first, turning to investment performance for the quarter. In the Global Equity category, we had another quarter of very strong relative performance, especially from Artemis, Harding Loevner and Tweedy, Browne. All of Tweedy’s global strategies outperformed on a relative basis during the quarter and remained well ahead of benchmarks across all relevant time periods.

Similarly, all of Harding Loevner global equity strategies outperformed during the third quarter and for the year-to-date. Notably Tweedy and Harding Loevner recently won mutual fund awards from S&G for their performance over the last year.

The largest product that U.K. manager Artemis has strong performance in the quarter and their highly rated income fund and special situation fund remain ahead of their benchmarks for most long-term periods.

Among our Emerging Markets products it was a good quarter with strong relative performance. The flagship strategy at Genesis continues to post excellent growth and is significantly ahead of its benchmark for the year-to-date, one, three and five-year periods.

The Emerging Markets products at Harding Loevner and Trilogy performed well in the quarter and in fact, Trilogy was recently named the Emerging Market Manager of the Year by the U.K.’s Financial News.

Now turning to our alternative products. As you know we have a very broad and diverse set of alternative products across a number of affiliates. Fall was an extraordinarily volatile quarter. Given the threat, we had good performance across a range of products, including the especially strong relative performance at ValueAct and BlueMountain.

In addition, Pantheon continues to perform well, adding to their excellent long-term track record. As you know, Pantheon’s revenue is largely based on committed capital with no short-term market exposure which, given recent market volatility, is an important component of our stability.

Finally turning to our U.S. Equity products. Against the backdrop of a very challenging period for many U.S. Equity managers, the diversity and quality of our affiliates in the category gave us a significant advantage. A number of our affiliates continue to perform well with highlights including Tweedy, Browne’s U.S. value strategy which outperformed for the quarter and remains ahead for the year-to-date and longer period and Times Square which delivered very strong relative performance across our suite or growth strategies.

On the other hand in a very difficult environment for quality growth mangers Friess Associates continue to face performance challenges while Frontier had mixed performance in the quarter but remains well ahead over longer time periods. To emphasize the point about breadth and quality however, while industry-wide, U.S. equities had one of the worst quarters in the past 24 years from a flow standpoint, AMG actually had a strong positive quarter in net flows into U.S. equities, as we were able to win significant replacement searches in this out of favor area.

Now looking at flows more broadly, as I said, we have with another quarter of good growth with $4.9 billion in positive net line cash flows, flows in the quarter came from our participation from some of the most attractive product areas in the industry such as high quality, institutional emerging market products and alternative strategies, especially liquid alternatives. And as I just mentioned, flows in the quarter also came from our affiliates being able to bring replacement mandates in areas such as U.S. equities.

Finally, we continue to benefit significantly from the distribution platforms we’ve built for our affiliates with meaningful contributions in the quarter; in the Middle East, Australia, Europe, and our U.S. sub-advisory platform.

Now let me just start the flows for the quarter by channel. So it’s the institutional channel with positive flows of approximately $1.7 billion looking for flows in greater detail through the quarter where we had significant flows in global and emerging market products and alternative strategies. Notable contributions came from Genesis, Harding Loevner, Trilogy, BlueMountain and ValueAct. As we always say, flows in the institutional channel are inherently lumpy, however, the long-term trends remain very favorable.

Moving to the Mutual Fund Channel we have positive flows of $2.9 billion continuing the strong momentum we’ve had over the past several quarters. From a product category standpoint, we have strong flows in the alternative strategies and consistent with industry trends have flows in many of our domestic equity funds. The flows this quarter included very strong flows in the sub-advisory channel, which in many ways act like the institutional channel and can be just as lumpy.

As I said, our sub-advisory distribution platform here in the U.S. has done a fantastic job in generating new business for our affiliates. In our High Net Worth channel, flows were about $300 million for the quarter. We had positive flows in the global equities at Harding Loevner and municipal bonds at Gannett Welsh & Kotler which continue to attract flows for our U.S. retail distribution platform. These were offset by outflows in other SMA including U.S. equities.

Finally, turning to our overall global distribution efforts, as Sean said, we are continuing to build on the success we are having by adding resources to capitalizing on the opportunities we see, helping our affiliates, in some of the most attractive markets and channels around the world. Last quarter we added a new head of global distribution and have this accelerate the growth within the regions and channels we are covering, as well as bring additional resources on line.

In the quarter we also make good progress on the number of other fronts including integrating our new Nordic’s Head, and also moving our Middle East coverage, which is currently based in London, to Dubai. We expect our office to be launched there early next year.

Importantly, we are beginning to get leverage across regions and channels with global intermediaries as well as large global end clients. Looking past the short-term volatility, our strategic focus in areas of the market which are positioned for long-term secular growth, such as global, emerging markets, and alternatives where performance-oriented boutiques can add meaningful value, combined with our increasing distribution resources, positions AMG for continued growth going forward.

With that, I’ll turn it to Jay.

Jay Horgen

Thank you, Nate. As Sean and I discussed, despite a difficult market environment, AMG produced strong net client cash flows of $4.9 billion for the quarter. And with our revenue-sharing partnership structure and diverse product offering, we continue to produce stable earnings to carry the significant volatility.

As you saw in the release, we recorded economic earnings per share of $1.55 for the third quarter, including $0.02 of performance fees. On a GAAP basis, we recorded earnings of $0.76 per share.

Turning to more specific modeling items, the ratio of our EBITDA contribution to end-of-period assets under management was about 17.2 basis points for the third quarter, and we expect it to be approximately 17.4 basis points for the fourth quarter, which includes a reasonable assumption for performances fess. For 2012, we expect this ratio to be about 16.5 basis points.

In the third quarter, we reduced holding company expenses to approximately $19 million, and we expect these expenses to remain at this level for the fourth quarter. While we continue to invest in growth initiatives such as global distribution, we are managing our expense pace and operating our business more efficiently.

With regards to our taxes, our effective GAAP tax rate for the second quarter was 31.6%, reflecting a lower U.K. tax rate and flow through items. For modeling purposes, AMG’s GAAP tax rate is expected to be 36% for the fourth quarter and going forward.

Our cash tax rate was down to 3.2% for the quarter, also reflecting federal one-time items, and we expect this rate to return to approximately 20% for the fourth quarter and approximately 17% for the full year of 2012. Intangible related deferred taxes declined to $10.4 million as a result of the U.K. tax rate change I just mentioned. And, we expect it to return to a normalized $13 million on a quarterly basis beginning in the fourth quarter.

With reported amortization in tangible assets of $22.1 million for the quarter, our share was $18.7 million, and in addition we had $8.2 million of amortization from affiliates accounted for under the equity method, bringing AMG’s controlling interest portion of amortization to $26.9 million. We expect amortization to remain at this level for the fourth quarter.

We reported total interest expense of $26.4 million for the third quarter, of which our portion was $24.9 million. This included non-cash computed interest expense of $6.8 million pre-tax. We expect interest expense to remain flat for the fourth quarter.

Given the magnitude of the growth opportunity we see in new investments, we are working to enhance our already-strong capital position by adding capacity to and extending the maturity of our balance sheet, including a new five-year bank revolver and term loan with a combined $1 billion in capacity.

Together with the reinvestment of our strong recurrent cash flows, this added capacity will ensure our ability to execute on our new investment strategy as well to opportunistically repurchase shares. In the third quarter, we repurchased approximately 610,000 shares at an average price of $82.89, and we have authorization to repurchase an additional 3 million shares.

Now, turning to guidance, we are updating our 2011 guidance to a range of $6.40 to $6.70. This range factors in the actual market performance through yesterday. The lower end assumes no fourth quarter performance fees while the upper end assumes a reasonable performance fee contribution.

Incorporating the market declines in the third quarter and looking forward to next year, we expect 2012 economic earnings per share in the range of $6.60 to $7.40. This guidance assumes our normal convention of 2% market appreciation per quarter in 2012 and a weighted average share count of 53 million. The lower end of our 2012 guidance includes a modest contribution from performance fees and organic growth, while the upper end of the range assumes a more robust contribution from both performance fees and flows.

As always, these assumptions do not include earnings from future new investments and are based on our current expectations of affiliate growth rates’ performance and the mix of affiliate contribution to our earnings. Of course, substantial changes in equity markets and the earnings contribution of our affiliates would impact these expectations.

Now we’ll be happy to your answer your questions.

Question-and-Answer Session

Operator

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

Bill Katz – Citigroup

Okay, thanks. Just looking into 2012 guidance, guys, what kind of market have you assumed for the fourth quarter to face? Have you incorporated the bounce-back in the markets or not?

Jay Horgen

Bill, it’s Jay. Yes, we have. Our blend to date is in the 6.5% range, but we’ve assumed no additional performance from here.

Bill Katz – Citigroup

Okay. And then just in terms of the business on a go-forward basis, the Institutional business, the net flows did slow a little bit sequentially. Just sort of curious if you could maybe quantify or qualify the Institutional pipeline looking into the end of the year?

Nate Dalton

Sure. I think that’s – I think your observation is spot on. I think if you look at it from a short-term perspective there’s definitely been some slow down. I think things are taking a little bit longer to get decided which again, given the volatility, is not really surprising. But I’d say the overall pace, RFPs, finals, wins, continue to look good and is actually sort of modestly up. I mean some of that reflects along our pipeline if that makes sense.

So the short – even the short-term, I think looks sort of modestly better but again some of that reflects the slowdown. If you look at it longer-term, I think we’ll still think we’re still at the early stages of executing this basic strategy which is add global scale where that makes sense and pair that with focused affiliates.

And some regions, Australia and the Middle East, we’ve been doing it for sort of four plus years. But as Sean said, some of these regions, Europe really is just coming on line this year and we’re adding additional resources you saw from that.

Asia, Greater China, Korea, as to that, are really just – really just in the very, very early stages. And we’ve now added a (inaudible) to sort run the overall effort. So I completely agree with the observation short-term, Bill. I think if you sort of look at the longer-term we’re pretty excited about it.

Sean Healey

I think the thing to underscore which obviously you understand but it’s worth emphasizing, relative to the industry overall or our peers, we’re getting these flows into equities and alternatives especially global and emerging market equities, not into fixed income. We don’t really have a material fixed income business as you know. So I think looking ahead, we see continued strong momentum in these value-added products. And to the extent that fixed income instead of having incredibly strong flows, positive flows eventually as we think it inevitably will unwinds and the cycle turns and you begin to see fixed income outflows. We’re not going to be suffering any of that.

Bill Katz – Citigroup

Okay. Just one last one, you did a little buyback this quarter. You increased the authorization as well last night. Just sort of curious, one of your peers was out and sort of suspended buyback this past quarter because they were looking at something in Europe. I was wondering if you could just sort of balance between buyback versus the deal pipeline and where you do think your capital gets deployed more quickly?

Sean Healey

Sure. Well Bill, as you know, part of our core strategy is to use the cash that the business generates to create shareholder value. Both from investing in new affiliates, continuing to invest in our global distribution platform to drive stronger organic growth, but also to repurchase shares in a quarter where you have extreme market volatility and a consequent chilling of new investment activity with declines in our stock price, having a measured buyback of our shares seemed attractive and appropriate. I think going forward we – obviously no one knows what the markets will do into next year, but to the extent that you assume a – past this period of volatility, a measure of more stable markets, we seen enormous opportunities to make new investments as I mentioned earlier.

And therefore we’ll focus, as we always do, on new investments as the primary use of our cash, but to the extent that we see opportunities, periods of volatility between new investment opportunities. We’ll continue to make repurchase, so I think it will be a balance of both with a – with a hope and expectation that we’ll see much more in the area of new investments.

Bill Katz – Citigroup

Okay. Thanks, for taking all my questions.

Sean Healey

Sure.

Operator

Thank you. Our next question comes from the line of Dan Fannon with Jefferies & Company. Please proceed with your question.

Daniel Fannon – Jefferies & Company

Hi, good morning. I guess in terms of the flows, can you talk about the mix of affiliates, gathering assets, you kind of gave a little bit of a list in certain segments, just want to compare that to potentially say in the last couple of quarters and has there been any shift in kind of contribution from flows from specific managers?

Nate Dalton

Okay, so I think – the first thing I would say is I think it was reasonably brought, I mean well more than half of our affiliates had positive flows, so I’d say that’s one thing. I’d say we and look one of the challenges, as – I’ll go through some of the examples, but as you go through it, some of these, as they say are large, especially institutional channels, so there is some maybe it’s a little more idiosyncratic than sort of indicative of a trend. But I’d say this quarter we actually saw pretty good flows in U.S. equities, as I called out in my prepared remarks.

I think we saw a little bit more of that than we’ve seen in prior quarters, but it really, I guess the bottom line is it was reasonably broad, we continue to see strong flows which is consistent, global equities, emerging market equities and across the range of our alternative products, whether it’s sort of the more liquid ones, the FQ’s and the AQR’s, but also the BlueMountain’s and ValueAct’s and Pantheon’s. Yes, so we continue to see good breath there, I think those are trends. If I was going to say one thing was a little bit different this quarter, maybe we saw a little more contribution from the U.S. equity piece.

Sean Healey

I mean one thing that’s noteworthy, I think, relative again to industry trends is we actually saw an acceleration of flows into Emerging Market Equities and I think that’s driven by both the quality of our affiliates in this area but also the more institutionally focused client set where you can imagine sophisticated institutional clients in the face of declines in the Emerging Market Index see this as an attractive entry point and a way to take steps towards increasing their exposure to get towards the target allocation.

Daniel Fannon – Jefferies & Company

Okay. That’s helpful. I guess then thinking about fourth quarter in the Institutional flows is there any kind of seasonality as we think about a slowdown potentially in the fourth quarter as a result of that regardless of what kind of the market might be doing? And then maybe Jay a question for you in terms of next year in your guidance what you are assuming for growth on an organic basis.

Nate Dalton

So on the seasonality point I guess what I’d say on the institutional side you tend to think our business doesn’t have a lot of seasonality to it. I do think we have been experiencing a slowdown in just the pace of decision making that we talked about. The only place where I think I’d say, well we have the normal seasonality, the other folks have Q1, Q2 around the Mutual Fund segment and retirement funding and whatnot.

But I think on the institutional side relative to Q4, the only thing that I’d say is that you do have the phenomenon where you have people with mock ups which are only coming out either quarterly or annually, and we do have some that are annual.

I will say if you look at that business sort of what we see is redemption notices that are in, and I’ll caution with some people have 90-day redemption, some have shorter, one month or 45-day or whatever so we don’t have all that in. As we look at that today where we see redemption in relative to what we know from a contribution standpoint in this product, we see those funds are all part of net contribution. So that’s the only bit of seasonality that we can specifically point to but those are net contribution right now.

Jay Horgen

And Dan on your question on 2012, we do have a modest level of flows assumed at the bottom of that range and a more robust version at the top end. I think you would be happy that a reasonable amount of conservatism goes into our thinking on that subject so when I say modest, I mean modest at the low end and robust is not an aggressive number.

The other assumption of course for next year is performance fees and I might just take a moment because that is probably a question for some. We see our performance fee opportunity continuing in roughly the same magnitude that we’ve seen in the past, kind of the 5% to 10% contribution to our earnings on an annual basis. That’s again what we see for this year and we see that for next year and we don’t have any really material change in the level of those performances.

Sean Healey

And, I would just emphasize with respect to generally guidance for 2012 that again as you know but worth underscoring given our exposure to global and emerging market equities, those industries were down sort of mid to high teens since we last gave guidance and so those market related declines are obviously factored into our guidance and to the extent that you would assume that there’s some level of growth from positive market through the balance of this year.

That will have a big effect on 2012 given that we’re matters of what the starting point is and we’re not forecasting that. I’m not saying that we don’t have a measure of cautious optimism about markets generally and certainly about our business but that’s just our guidance methodology. It doesn’t have any incremental performance from here and that weighs heavily in terms of where our guidance numbers come out.

Daniel Fannon – Jefferies & Company

Great. Thank you.

Sean Healey

Sure.

Operator

Thank you. Our next question comes from the line of Craig Siegenthaler with Credit Suisse. Please proceed with your question.

Craig Siegenthaler – Credit Suisse

Hi. Good morning.

Nate Dalton

Good morning.

Craig Siegenthaler – Credit Suisse

Just given the commentary and institutional flow pipeline it sounds like 3Q institutional close were sort of on kind of the low end of the range you’ve been growing at and maybe 2Q especially if the add-back in some of the unusual is more of a high end. Is this roughly in line with your expectations? And it sounds like also some of these new initiatives outside of the U.S. come on in track, we could even accelerate that level.

Nate Dalton

I think that’s not unfair. I mean I do think again if we sort of look back I think last quarter was high then looking back over history was high on the gross sales side. I do think this quarter as we said on our prepared remarks was impacted by this sort of slowdown that we saw, how long that lasts.

Again we’re not going to feel, we can’t that, right, but I just think that was a phenomenon there. I do think the pipeline continues to look good. And then it’s a question of how long it takes for the additional allegiance to come online. That’s exactly the thing that’s got us so excited is as we’ve now got a track record doing this across a bunch of regions and we are continuing to invest both this four new regions as Sean said, Greater china, Korea, being examples but also adding additional resources within region. We gave the Nordic example and you’ll see us do more of that so I think that’s exactly the thesis.

Sean Healey

I think to the extent Craig, that you imagine that markets stabilize and recover, we could see in a period of a more positive market environment a much stronger overall opportunity. I mean we’re generating we think a very solid flows in a period of extreme market volatility and I know that it’s much higher than industry averages. And so as we look ahead, both a combination of a more positive market environment but especially getting all of these other resources on line I think gives us a considerable optimism.

Craig Siegenthaler – Credit Suisse

Thanks. And then just similar type of question, when I look at the Mutual Fund channel, 3Q was a disaster for a lot of asset managers in terms of flows. And you guys put up some really strong kind of low teens organic growth. Was this at the high of the range? Is this something you think you can build on? And also a separate question, are all the funds in there either cross boarder outside the U.S. or a mutual fund 1940 Act type fund in the U.S. or is there some separate accounts in there because I know you’ve been winning a lot of business on more of kind of insurance platforms.

Nate Dalton

Yeah. So I’ll do those in reverse. So they are either cross border or ‘40 Act funds but that includes ‘40 Act products where we are a sub advisor. And so that does include sub advisory mandates and there were sub advisory mandates in there this quarter.

The, to your – in fact it’s very interesting if you look at last quarter versus this quarter for us, last quarter was actually one where we had a very large sub advisory loss that we told you about, which really brought that number down. The sort of net flow number for us this past quarter has looked a lot more similar if you sort of go back to the kind of first quarter. It’s sort of at about that rate and so I dare say, sort of the opposite of where you’re describing the institutional channel.

Last quarter there was a very large idiosyncratic outflow in the Mutual Fund channel in the form of a sub advisory loss. In this quarter it is coming from both, straight ‘40 Act funds where we’re the manager as well as ‘40 Act funds where we’re the sub advisory as well as cross border funds both where the manager and also where we’re the sub advisory. And we saw sort of positive flows in those areas.

Craig Siegenthaler – Credit Suisse

Great, Nate. Thanks for your help.

Operator

Thank you. Our next question is coming from the line of Cynthia Mayer with Bank of America-Merrill Lynch. Please proceed with your question.

Cynthia Mayer – Bank of America-Merrill Lynch

Hi. Good morning.

Nate Dalton

Good morning.

Cynthia Mayer – Bank of America-Merrill Lynch

Maybe looking ahead at this quarter’s performance fees, I’m wondering if you could update us on what percentage of fee assets are above high water marks and did 3Q have any impact on that, anything that would make a difference, because it seems there is still a fairly wide span of potential earnings for this quarter in your guidance.

Jay Horgen

So, just in the third quarter of course, it’s historically a low quarter for performance fee just on the timing. I think that was where your first question, kind of $0.02 is what we recorded. As you look to the fourth quarter, and you look back to the historical bit of this year, our performance fee opportunity has been mainly impacted by the crude but not crystallized as opposed to the high watermark.

It really is just a situation where some of our performance fees are data-sensitive, and so the amount that we would expect to realize just come down on a level basis, as opposed to going below high watermarks. So I think we see an opportunity maybe slightly lower than we did in, say, July, but still not impacting our kind of future prospects for performance fees.

Cynthia Mayer – Bank of America-Merrill Lynch

Okay. So when we look at the range of driven by performance fees, the biggest driver of that range I guess then is just the data, as you say?

Jay Horgen

For the rest of this year, yes.

Cynthia Mayer – Bank of America-Merrill Lynch

For the rest of this year.

Jay Horgen

Correct. But more over a year basis, it’s going to be the diversity of our offering, both the absolute return as well as the data-sensitive.

Cynthia Mayer – Bank of America-Merrill Lynch

Got it.

Jay Horgen

But the range in fourth quarter guidance is only partially explained by performance fees, right? It’s also organic growth.

Cynthia Mayer – Bank of America-Merrill Lynch

Yes, got it. And then maybe just in terms of opportunities you see potentially in Europe, can you discuss a little bit about what kinds of things would be of most interest to you and what kind of competition you might expect to see from private equity or other potential buyers?

Sean Healey

Sure. Maybe I’ll start by talking more broadly about the new investment pipeline. Obviously the market volatility, as I mentioned, has chilled activity in the – among succession-oriented transactions. But we see incredibly attractive prospects going forward because of the buildup of these succession-oriented – the need for succession-oriented transactions among firms out there. I mean, if you look back over the past five years, large number increasingly on a global basis of really outstanding boutiques, and relatively few windows in which they could find a measure of stability in the market to go through the what to them as an important and lengthy process of finding the right solution.

So I think that large build up, looking into next year especially, is very encouraging. And our competitive position is stronger than ever. I think it’s certainly stronger than ever for the succession-oriented transactions.

And then with respect to the divesture opportunity that you described, especially in Europe. And remember it’s European institutions but the subsidiaries that they have and the opportunities that are presented are not necessarily all in Europe, although many are. And so as we look across the universe of potential divesture opportunities I would say it’s clearly a small subset that is attractive and appropriate for AMG.

But where a firm is an appropriate and attractive candidate where they’ve got a measure of autonomy from their parent, a defined and focused investment operating culture and a great team, there probably is no equity but has really built the business and runs the business effectively as partners, those kinds of firms we are I think in the best position relative to any competitor and it’s really just a matter of finding those attractive opportunities. But relative to Private Equity or other potential acquires that have a more consolidating approach, the kind of firms we want they are going to prefer us so it’s just a matter of the right firm being available at the right time.

Cynthia Mayer – Bank of America-Merrill Lynch

Great. And maybe just one more quick one. How large was the sub advisory win this quarter you mentioned?

Nate Dalton

It wasn’t just one sub advisory this quarter. We had – the one I was referencing was the outflow last quarter. This quarter we had pretty significant sub advisory – we had several pretty significant sub advisory wins that came across a couple different affiliates.

Cynthia Mayer – Bank of America-Merrill Lynch

Okay. Thanks, a lot.

Nate Dalton

Sure.

Operator

Thank you. Our next question comes from the line of Marc Irizarry with Goldman Sachs Asset Management. Please proceed with your question.

Marc Irizarry – Goldman Sachs

Hi. It’s Marc Irizarry with Goldman Sachs. Just on the Mutual Fund segment for a second, and I know it’s kind of early in the fourth quarter. Maybe you alluded to this already Nate, but can you give us some perspective in terms of the ins and outs there that you’re seeing so far?

Nate Dalton

You’re saying for the fourth quarter so far?

Marc Irizarry – Goldman Sachs

Yes.

Nate Dalton

It’s very early for the quarter. I do think, I think the trends we saw – now setting aside the sort of the wins that look more institutional for the sub advisory wind, I think if you put those aside I think the trends look pretty similar quarter-for-quarter. But it’s very early.

Marc Irizarry – Goldman Sachs

Okay. And then on the institutional side of the equation, you mentioned that you’re seeing a lot of success in replacement activity. Do you think in the fourth quarter should we expect to see some rebalancing and are there any indications, maybe from some of the affiliates that there’s some rebalancing that might affect the ins and out there?

Nate Dalton

I do think that the pace of activity, again I think the Affiliate Group is broad enough. There’s parts of the market that we’re not really seeing as much, sort of the fixed income pieces, but I think there’s – yes, it’s interesting from the one hand I think we definitely have to slow down decision making phenomenon that we sort of observed in the pace of things getting done, but on the other hand I think there’s a lot of people where you’re seeing them not just replace some (inaudible), but also looking at how they’re managing their overall portfolios and I think some of our affiliates are pretty well positioned for that. I mean there’s some very interesting large sized conversations going on. Some of those tend to be longer duration conversations, but there’s some pretty interesting low side conversations going on.

Marc Irizarry – Goldman Sachs

And Sean, maybe you can just help us put some perspective around some of the larger, sort of, financially inspired type deals that you’re looking at, you know, from maybe European institutions. You know, one of the things that clearly won’t work in your mind or even maybe for domestic institutions where you’re just looking at the deals and they’re just not working out for you. What are some of those limiting factors?

Sean Healey

Well firms that are not real businesses, where they’re part of a larger entity, but not really able to function as a standalone business, obviously not attractive. Firms that don’t have a focused operating and investment culture and a track record of adding alpha, those aren’t interesting. Many products are not interesting and attractive to us, fixed income for example, obviously there’s a lot of that out there and our view is that – would have been just from a market timing standpoint maybe something great to have five years ago, but not where we want to be now.

And in any event, as we’ve said in the past, don’t view fixed income in the main, core fixed income as an area where boutiques have demonstrable track record of adding alpha relative to larger scale firms, quite different from the value added areas like global and emerging market equities and alternatives, so firms that have those kinds of products which we’re most interested in.

Firms that have a – that are based in or have a client set that is global, is i.e. non-U.S. is attractive and it ultimately always comes down when you’re investing in firms, but the firms that run by a relative few key professionals, is it comes down to a people judgment. So it’s all of that, I think to the extent that we find those firms and there are, of course, a number that we’ve come to know over the years, to the extent we find those firms and the parent company is interested in a transaction. We think we’re better than anyone at executing in those circumstances. It’s just the – as I said, a small subset of the universe of businesses that might be sold.

Marc Irizarry – Goldman Sachs

Okay, great. And then just, Jay, a quick question for you. The minority interest looked like it might have been a little bit lower than what we were looking for. How should we think about that line item? I don’t know if you gave us details. I understand I might have missed it, but how should we think about the minority interest line item?

Jay Horgen

The income statement item, you’re saying?

Marc Irizarry – Goldman Sachs

Yes.

Jay Horgen

It was mainly impacted in the quarter just because of lower overall level of earnings. And yeah, I mean in the way that revenue share works, of course, compensation at the ability level comes down that’s not – we don’t own that so I think that contributes to most of that change.

Marc Irizarry – Goldman Sachs

Okay, great. Thanks.

Operator

Thank you. Our next question comes from the line of Robert Lee with KBW. Please proceed with your question.

Robert Lee – KBW

Thanks. Good morning, everyone.

Sean Healey

Good morning.

Robert Lee – KBW

Let’s see – a couple questions. First, is there any way of quantifying the kind of incremental distribution you’ve picked up through these other sub advisor relationships? And in terms of providing color on kind of what you’ve been seeing, or what proportion of time your fund flows or what not, are kind of being driven by these kind of new relationships?

Nate Dalton

Yeah, I’m trying to think about this one, a meaningful way to do it. I think the, okay, a couple of things. One is, if you sort of look at growth rates, I think the growth rate of that part of our business is pretty strong. But, and we talked about this in another context, part of that is, it’s growing off of a very small base, right? So, if you sort of went back to where it was about five years ago to where it is today, it’s definitely been an area that’s grown for us. Part of that is the evolution in the marketplace, right, and part of it is also the fact that we’ve been, we’ve put a great or dedicated team against it to help our affiliates grow.

So, it’s definitely been a growing part of the business. I’m not sure I’d think about it any differently fundamentally but I would think about an Australian institutional piece, or a Middle East piece which is – we’re trying to find areas in the market that have strong organic growth characteristics, and then we’re trying to add dedicated resources to help our affiliates penetrate where it would be a benefit to scale.

Robert Lee – KBW

Okay. And question I have on use of capital. One of the things we’ve seen in the industry, and I guess maybe it’s more of a phenomenon of the repo part of the business, but it does feel like, at least for a couple of years now, in general, firms have been going through a more aggressive pipe development cycle, not every firm but a lot of them, and we’ve seen generally more capital use for seed purposes. And that’s not something you guys have really traditionally done, I believe. But did you ever see, is there any need, do you ever see of your affiliates wanting to develop new strategies, that there may be a need for you to contribute seed capital, startup capital for new strategies at all?

Sean Healey

Well, I would start by observing that while we have done some, and I wouldn’t say none, of the kind of investing that you described, just inherently, given our structure and the number of affiliates that we have and the number of products the underlying affiliates have relative to our overall scale, we have a substantially larger number of products than other firms, and it’s just the nature of the holding company structure.

We have, for example, over 350 products. We have in the emerging markets equities area, through our affiliates, who include three of the premier boutique affiliates – sorry, not boutique – three of our boutique affiliates would be counted in the top 30 emerging markets equity managers in the world, if you look at across consulting rankings. And so, each of those affiliates has a distinct product set and investment style, et cetera. So the nature of our structure allows for much more diversity among products than an integrated operating company would have.

That said, over time I’m sure that we will see more opportunities to help our affiliates by seeding products. But we’ve been making substantial investments in growth initiatives around distribution, as you’ve heard, that’s working very well, and I think we’re certainly not feeling any constraints in terms of product availability to match against the distribution opportunity. But over time, I’m sure there will be some, it’s just – it’s not something that’s holding us back obviously.

Robert Lee – KBW

Okay. And then maybe one last question of, I guess for you, Sean, I guess, but just curious, I know it’s kind of a new business and don’t expect much out of it, but kind of anything to report or talk about that new initiative into kind of the wealth market?

Sean Healey

No I think we’re very pleased with the start that they’re off to, meeting with a very large number of firms, some transactions that are in the pipeline, all of this in a period – you can’t imagine a more difficult period to have launched a business like this. But given our track record, given the quality of the personnel that we’ve put against this opportunity, we continue to be quite optimistic and I would say, I don’t want to give a specific target, but certainly next year at this time I would be hopeful that we’ll some reasonably stable market, I would hope that we have some good progress to show.

Robert Lee – KBW

And maybe just a follow-up, I guess rightly or wrongly one of the ways I kind of think of your deal activity is I notice your typical deal structure may be every $100 million, $0.10, $0.20 accretive depending on the multiple. I mean when you look at that market does it have similar kind of economics that you’re looking at, maybe on a somewhat smaller scale, but is kind of the economic profile pretty much the same?

Sean Healey

Yes I would say it’s roughly the same. I think there are differences as we’ve noted between the way that we’ll execute that strategy and our investments in institutional boutiques. For example, there will be more that we do with affiliates in the Wealth Management space on a collective basis although we do a heck of a lot on a collective basis, especially distribution with our institutional affiliates. But there will be a different and in some ways more integrated strategy.

And I think over time we will certainly see attractive opportunities so if you imagine in some indeterminate time in the future that we’ve got a reasonable install base of wealth management client assets, let’s say it $50 billion, those client assets will have a significant allocation toward return-oriented products like Global and Emerging Markets Equities and alternatives.

And having the opportunity to have access in a more convenient way, not coerced to have to use affiliate products, but just getting easier access, perhaps help in the way we package the products, you can imaging over time that there will be considerable cross synergies between the Wealth Management business and our institutional affiliates.

So that’s another element of the value proposition that’s out there, obviously not quantified at this point.

Robert Lee – KBW

Great. Thanks, for taking my question.

Sean Healey

Sure.

Operator

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

Okay. Just a couple of questions. First I think in the past, Sean, you talked about not really being in favor of raising capital ahead of deals. So should we read anything into the amended credit facility, maybe just the broadening out of opportunities in Europe so just making sure you have enough capacity to take advantage of some opportunities that could maybe come about in relatively short order?

Sean Healey

Well I’ll let Jay answer the second part of the question. I think maybe it’s just semantics but we actually over time have as a strategy sometimes to our detriment where we have too much excess capital available have been focused on making sure that we finance ahead of new investment opportunities and so you can look back over time and have a rough guide.

Again we’re not always right because sometimes we see opportunities and then the market changes and they go away where we decide in 2008 not to execute on new investment opportunities because of our own judgment about the underlying businesses or market environment but in the main we try to be on the conservative side of being prepared and so our repurchase program for example this quarter, this past quarter, was more measured than it might have been because we see very substantial potential opportunities ahead of us. And, Jay, what I’d like you talk about the bank facility in what we’re doing.

Jay Horgen

Yeah. I think the bank facility going out five years and then expanding it with a term loan to a billion dollars is again just part of being prepared. I think the element that we didn’t talk about but we should just mention is our leverage ratio is a pretty much historical low for us where at kind of 1.8 times roughly on our measure and we’ve historically run that between 2, 2.25, 2.50. So we really do have a very strong position to execute sizable transactions. Just to remind you that between – sometime in July of ‘09 through the middle of ‘10 we put out $1.5 billion in deals. So I think we’re just matching our balance sheet with what we think the perceived opportunity might be.

Sean Healey

Along with very substantial ongoing cash generation by the business of course.

Michael Kim – Sandler O’Neill

Okay. And then just to follow up with Jay in terms of the new guidance. If you start with based the earnings of something like a $1.60 for the fourth quarter and then annualize that and make some what seems like reasonable assumptions from markets and flows, I’m still coming up with a number that’s basically already at the midpoint of your guidance range for next year and that obviously doesn’t take into account any performance fees. So is the new range really just kind of function – more of a function of wanting to stay conservative and kind of in light of ongoing market volatility?

Nate Dalton

Well of course this quarter we produced 153 base earnings. I think what you’re doing is you’re applying some growth to it based upon the quarter-to-date but not on reasonable – I think your points are well taken. I even said earlier we’re trying to keep in a conservative range, both in organic growth as well as in performance fees. So we’re starting in a place where we feel good about.

Sean Healey

And we’re still, we’ve got almost a full quarter left to go in this year and so guiding into next year in the midst of extreme market volatility is frankly challenging so we’ve applied our normal convention which I think is conservative but obviously we’ll see what the markets do.

Michael Kim – Sandler O’Neill

Okay. Thanks, for taking my question.

Sean Healey

Sure.

Operator

Thank you. At this time we have no further questions. Mr. Healy, I’d like to turn the floor back over to you for closing comments.

Sean Healey

Thank you, again for joining us this morning. As you’ve heard we’re pleased with our results for the quarter, especially given the market environment and we’re confident in our prospects for continued growth ahead. We look forward to speaking to you again in January.

Operator

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

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