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Executives

Dennis J. McGonigle – CFO

Edward D. Loughlin – EVP, Institutional Group

Kathy Heilig – Controller

Wayne M. Withrow – EVP, SEI Advisor Network

Stephen G. Meyer – EVP, Head of Investment Manager Services

Alfred P. West, Jr. – Chairman and CEO

Joseph P. Ujobai – EVP, Private Banks

Analysts

Robert Lee – KBW

Glenn Greene – Oppenheimer

Christopher Donat - Sandler O'Neill

J. Jeffrey Hopson - Stifel Nicolaus

Leonard DeProspo - Janney Capital Markets

SEI Investments Company (SEIC) Q2 2012 Earnings Conference Call July 18, 2012 2:00 PM ET

Operator

Ladies and gentlemen, thank you for standing by. Welcome to the SEI Second Quarter 2012 Earnings Call. At this time, all participants are in a listen-only-mode. Later, we will conduct a question-and-answer session. (Operator instructions). As reminder, this conference is being recorded.

I'd now like to turn the conference over to our host, Chairman and CEO, Mr. Al West. Go ahead sir.

Alfred P. West

Good afternoon, everybody and welcome. With me today on the call are all of our segment leaders as well as Dennis McGonigle, SEI's CFO and Kathy Heilig, SEI's Controller.

Now I'll start by recapping the second quarter 2012. I'll then turn it over to Dennis to cover LSV and the investments and new business segment. And after that each business segment leader will comment on the results of their segment. Then finally Kathy Heilig will provide you with some important Company-wide statistics. Now, as usual, we will field questions at the end of each report.

So, let me start with the second quarter 2012. Second quarter earnings decreased by 8% from a year ago and diluted earnings per share for the second quarter of $0.28 represents a 3% decrease from the $0.29 reported for the second quarter of 2011. We also reported a 1% increase in revenue during the second quarter of 2012 versus the second quarter of 2011.

Now, second quarter revenues were also up 1% over first quarter 2011 revenues. During second quarter of 2012, the SIVs had little effect on earnings. In addition, during second quarter 2012, our end of quarter non-cash asset balances under management decreased by $5.6 billion. Of that, SEI's assets under management increased slightly by $100 million during the quarter, while LSV's assets under management fell by $5.7 billion.

Now finally, during the second quarter 2012, we repurchased 2.3 million shares of SEI stock at an average price of just under $19 per share. Now that translates to over $42.2 million of stock repurchases during the quarter.

Net new recurring revenue sales remained strong. We generated over $20.3 million of net new sales events, of which $15.7 million will be recurring revenues. All segments posted good sales quarters and each of the segment heads will address their sales activity.

Now we are continuing our investment in GWP and its operational infrastructure that are so important to our future. Now during the first quarter we capitalized approximately $8.9 million of the Global Wealth Platform development and amortized approximately $7.4 million of previously capitalized development. While we are increasingly encouraged with our long-term prospects with the rollout of GWP, we're also working hard to improve the profitability of our Bank segment. You'll notice the costs control measures that we had implemented over the past few quarters are showing improvements in the level of many of our costs.

Our GWP efforts remain concentrated on capturing U.K. GWP markets as well as launching GWP in the U.S. We recently passed on an important milestone in our launch of GWP in the U.S. Just a few weeks ago we released a large amount of U.S. functionality which permitted five of our larger advisor clients to convert to GWP.

Now Wayne will provide some more detail on that. In addition I continue to be encouraged by the feedback I receive from our clients and our prospects and it's confirmed by our sales events across all of our markets. Now, our investments in the infrastructure and new service offerings are helping us differentiate ourselves from our competitors and we certainly expect to capitalize on this even in these challenging markets.

Our new service offerings coupled with our financial strength positions us well for the long-term growth. Now this concludes my remarks. So I will now ask Dennis McGonigle to give you an update on LSV and the Investments in New Business segment. And after that, I'll turn it over to the other business segments. Dennis?

Dennis J. McGonigle

Thanks, Al. Good afternoon, everyone. I will cover the second quarter results for the Investments in New Business segment and discuss the results of LSV asset management.

During the second quarter 2012, the Investments in New Business segment continued to focus on the ultrahigh net worth investors segment, the integration of our capabilities acquired in the NorthStar acquisition and the further development of new web-based investment services.

During the quarter, the Investments in New Business segment incurred a loss of $2.7 million, which compares to $2.8 million loss during the first quarter of 2012. There have been no material change in this segment and we expect losses in the segment to continue in this range during 2012.

Regarding LSV, our earnings from LSV represent our approximate 40% ownership interest during the second quarter. LSV contributed approximately $22.7 million in income to SEI during the quarter. This compares to $27.3 million in the first quarter of 2012. The decrease in income is due to a few factors.

First, as discussed during the first quarter 2012 earnings call, as a result of a distribution from an equity plan in the partnership, our ownership interest in LSV dropped by approximately 1% when compared with the first quarter. This resulted in a reduction in earnings of approximately $800,000. In addition to this, revenues at LSV were impacted by lower average assets under management during the period as well as a reduction in performance related fees for the second quarter as compared to the first quarter of 2012.

On a macro level, value based equity investment as a style had a very difficult quarter. Deep Value management as a sub-style within the value space had an even more difficult time. By the Deep Value manager, LSV was no exception. This difficult market period resulted in a decrease in ending asset balances by approximately $5.7 billion, approximately $4.1 billion from market's appreciation and the remainder from net negative cash flows.

I will now take any questions you may have.

Question-and-Answer Session

Operator

We have a question from the line of Robert Lee with KBW. Please go ahead.

Robert Lee - KBW

Thanks. Good afternoon Dennis. Just quick question. Could you quantify or give us some sense of the impact from the lower performance fee in the quarter? And maybe this is – in general, I guess I never thought of LSV as being a – performance fees is being a big driver and a big piece of their revenue, but maybe some sense of – and I know it's hard to predict, but maybe if you're looking like say last year kind of proportionally how important performance fees are over the course of the year?

Dennis J. McGonigle

Sure. And it's really not a big part of their overall revenue except in – in the first quarter of this year, it was actually less than 5% of the revenues were performance fees driven. I just said that 5% basically went to zero in the second quarter and so that impacted our income ultimately by give or take about $1 million or $1.5 million. So it's not a big percentage of the revenue overall generally, just the first quarter they had a little bit higher quarter and it does – it bounces around. They have some quarters like first where they have a little bit more performance fees just because of the timing of client contracts and when the fees are calculated.

Robert Lee – KBW

Alright, Great. That was it. Thank you.

Operator

And our next question is from Glenn Greene, with Oppenheimer. Please go ahead.

Glenn Greene – Oppenheimer

Hi Dennis, just back on the performance fees, is there any seasonality we should be aware of, is it always sort of more skewed to any particular quarter or anything we should be aware of for the future?

Dennis J. McGonigle

It is a little bit skewed to – I believe it’s really first and third.

Glenn Greene – Oppenheimer

Okay. And then the obligatory, what was the revenue for LSV in the quarter?

Dennis J. McGonigle

The revenues for the quarter were a little over $69 million.

Glenn Greene – Oppenheimer

Okay. Alright, thanks.

Operator

Again, Ladies and Gentlemen (operator instructions). There are no questions in the queue. Please go ahead sir.

Alfred P. West

Thank you, Dennis. I’m now going to turn it over to Joe Ujobai to discuss our Private Banking segment. Joe?

Joseph P. Ujobai

Thanks, Al. Today, I'll give you an update on our activity and a review of the current financials for the Private Banking segment. I will focus on the comparison to the first quarter of 2012. Revenue for the quarter was up slightly compared to the previous quarter at $88.3 million. Revenue growth was negatively impacted by market depreciation and lower transaction based revenue. Expenses for the quarter decreased by approximately $2.6 million as cost-saving efforts begin to take effect. Global Wealth Services assets under administration at the end of the second quarter were up $700 million to $17.6 billion. We had approximately $680 million of new assets under administration due to net cash flow for business transition clients and another $670 million to the backlog conversion from infrastructure clients. Ending assets were negatively impacted by $665 million to the market depreciation and the strengthening U.S. dollar. We have an unfunded but committed backlog of $4.3 billion in conversion or infrastructure clients all during 2012. We expect that this backlog to convert over the next 12 months. As a reminder business transition clients convert over time and infrastructure clients typically convert nine to 18 months after signing.

Turning to new business, net sales events for the quarter was $7.1 million approximately 40% of this is recurring revenue. Net sales were negatively impacted by approximately $2 million to the loss of two relatively small U.S. Trust 3000 clients. One who exited the Trust business and the one who moved accounts to an in-house system, both firms will de-convert by the end of this year. In U.K. we continue to experience market momentum, especially in the private client investment managers segment. I would like to mention three important events. Last quarter I announced the signing of a large unnamed PCIM. That client is Brewin Dolphin. They have engaged us to support their newly launched managed portfolio business. Brewin Dolphin is one of the U.K.'s largest private client managers and this year marks their 250th anniversary. Today I'm also announcing that JUPITER Fund Management is the latest investment management firm to use Global Wealth Services. Through GWS, JUPITER will provide – SEI will provide JUPITER with investment processing and administration services for private client business. JUPITER will be an infrastructure client.

Finally, I am happy to announce that our first client for GWS HSBC Private Bank U.K. has signed an extension to their contract cementing their relationship with SEI through June of 2015. The relationship which began in December of 2007 marked the first external contract for GWS. Today in the U.K. we have 19 signed contracts and 14 clients are now live.

Finally, we're seeing a continuous increase in the depth and quality of the U.K. pipeline. Regulation continues to be a key catalyst for change in the market. Turning to the U.S. Our U.S. investment processing pipeline is the largest it has been in recent years and is now exclusively GWS. We have significantly increased activity with existing SEI clients, new names and potential distribution or alliance partners. We believe that the value proposition that resonates well in the U.K. has direct relevance in the U.S. to both banks and other wealth managers. As I mentioned during the investor conference, we're engaged in the U.S. with approximately 20 firms with a defined sales opportunity and at least another 65 firms at earlier stages of discussion. Activity in all targeted segments is strong and growing. Today in the U.S. we have two signed GWS contracts and expect our first bank to go live by the end of this year.

During the quarter, we re-contracted six TRUST 3000 clients for $8.6 million. We've worked hard to secure our current business and about 77% of our TRUST 3000 revenue is re-contracted until 2015 or longer. Finally, as a review of our Asset Management Distribution business ending asset balances were largely flat as positive cash flow made up for market depreciation. In conclusion, investments we have made over the past several years are beginning to deliver positive sales results. We will remain focused on growing our existing clients, adding the right new clients, and successfully launching GWS in the U.S. We're working to drive the revenue as quickly as possible and controlling costs while we build for scale. I'll now take any questions.

Operator

We have a question from the line of Christopher Donat, with Sandler O'Neill. Please go ahead.

Christopher Donat - Sandler O'Neill

Hi. Good afternoon, Joe. Just on the expense side for the segment, I'm trying to understand if we're at maybe a new run rate here. I know it's going to bounce around with sales events and other things, but even looking at the consolidated income statement, I saw a couple of lines where expenses had come down sequentially and I wondered how much of that is, I think a chunk of that has got to be private banks, but anyway just trying to understand more on like the brokerage expense side or brokerage commissions and software royalties, just a couple of small items and then also compensation, just how that should be moving with sales events going forward?

Joseph P. Ujobai

Okay. So as you said, it is bumpy and it will continue to bump around a bit as we increase sales. So we're really looking to certainly control or at least manage expense certainly on development costs as well as operations costs. I'd expect that sales events increase. Obviously that will create greater spending around sales commissions, marketing, and implementations. So the key is to keep our eye on that and control it, continue to control it as tightly as possible. The broker expense is frankly because brokerage revenue is down and that's a pretty direct cost associated with the amount of revenue we get from our clients that trade through – particularly our TRUST 3000 clients that trade using the infrastructure of TRUST 3000. So, that expense will go up if revenue goes back up. The other key is try to control some of the infrastructure cost, but we will experience more spending around sales and incentive comp as we continue to show progress in the marketplace.

Christopher Donat - Sandler O'Neill

Got it. And just from an accounting perspective, you’re not able to put any of the – some of the amortization expenses associated with GWP onto any of the other segments at this point, are you?

Joseph P. Ujobai

We have an agreed to transfer price based on the ultimate utilization of GWP, so some of that is paid for by the other units, although the banking segment does take a majority of that.

Christopher Donat - Sandler O'Neill

Okay. Got it. Thanks.

Joseph P. Ujobai

And there’s no change in that process or philosophy.

Operator

Our next question comes from the line of Jeffrey Hopson, from Stifel. Please go ahead.

J. Jeffrey Hopson - Stifel Nicolaus

Okay. Thanks a lot. Hi Joe, so I guess JUPITER, a big name, is it just their private client piece of their total AUM?

Joseph P. Ujobai

That’s correct, JUPITER is a very well-known mutual fund company based in the U.K. The book of their assets are delivered through retail funds and institutional funds that they sell in the marketplace. They do have a private client business that they have developed over the last five or six years with individuals that generally come directly to them and we will take over the processing of that business, which they currently run on in-house system.

J. Jeffrey Hopson - Stifel Nicolaus

Okay. And the fact that only 40% is recurring of the sales, what does that reflect?

Joseph P. Ujobai

We had some – so the 2 million I talked about net, that impacts the recurring number to an extent and we had some good one times from some of our new clients in the quarter. Particularly I think we work with some larger firms we are now able to include as part of the pricing one-time upfront conversion fees.

J. Jeffrey Hopson - Stifel Nicolaus

Okay. And then in terms of HSBC any change in the relationship as far as the type or the assets or the pricing?

Joseph P. Ujobai

Really no significant change. No material change in the pricing or the relationship. We are excited that they have re-contracted with us to 2015. That we think that there's other opportunity for us and we think that that's certainly a good sign in the marketplace that our first client is going to continue to work with us and Global Wealth Services.

J. Jeffrey Hopson - Stifel Nicolaus

Okay. And in terms of the pipeline that you have talked about the actual number any change in that?

Joseph P. Ujobai

No. The pipeline – well as we talked about it at the investor conference, would hover somewhere between $50 million and $60 million in the U.K. I think we are successful in replenishing that pipeline as we close deals and there is some opportunity to follow that some firms may have left the competitor or in many cases maybe don't do anything if we don’t close them. So that stays about the same so I think we keep replenishing and about a third of that is still infrastructure clients.

J. Jeffrey Hopson - Stifel Nicolaus

Okay. Great. Thank you.

Operator

Our next question is from Robert Lee, KBW. Please go ahead.

Robert Lee – KBW

Thanks. Good afternoon, Joe. First quick question on the – I think you mentioned if I have the numbers right, you have about unfunded commitments of roughly around $4.3 billion of AUA assets under administration you expect to convert over the next 12 months. And I mean from a revenue perspective, does it mean – this is my impression that revenues from – aren't necessarily all driven by assets. But is it kind of – as we think of it kind of a one-for-one relationship in that, you're bringing the asset in, there is a fee that's immediately attached to it or some of those assets come in, there is really kind of a fixed pricing to it. I'm just trying to get a sense of…?

Joseph P. Ujobai

The pricing structure is largely assets under administration based, so as those assets come on to the platform we will start to get assets under administration fees. There are other fee drivers or fee opportunities for us, so some of fees are transaction based. So, if the client trades actively we have revenue associated with that. If the client produces statements or we do other transaction activity for them, there is revenue associated with that, but it is largely asset based.

Robert Lee – KBW

And just a question on, you mentioned the two signed GWS contracts in the U.S. Those are I assume are our existing clients who are converting. Are you able to charge in the U.S. at least an upfront conversion fee and as you think of those relationships at least initially, are those conversions happening? It's not so much a revenue uptick in the short-term – hopefully long-term, but it's kind of neutral to -- on the revenue in the short-term if you convert the U.S. client?

Joseph P. Ujobai

With our first couple of clients, we're not charging a conversion fee and part of that is where we are in the stage of market entry, but I do expect over time that, clients will pay us more for Global Wealth Services than they do for TRUST 3000. Again at the early stages of the first couple of clients, I wouldn't expect a big uptick and we're basically converting the book of business on TRUST to GWP. We talked lots of times that one of the biggest opportunities for us inside these banks is to go beyond TRUST departments and to really be a single infrastructure across all their wealth management. So we would see with our current clients some uptick – we're trying to see some uptick from TRUST to GWP on those TRUST assets, but we also expect to get more business opportunities with inside those banks. I think that's, from our current client, that's where we see the significant revenue uptick.

Robert Lee – KBW

Great. Thanks for taking my question.

Operator

The next question comes from Leonard DeProspo from Janney. Please go ahead sir.

Leonard DeProspo - Janney Capital Markets

Hi, good afternoon and thank you for taking my question. Could you just please briefly run through some of those numbers in the beginning? I wasn’t able to capture them all, just in that new client sales as well as the assets under administration and the net cash flows. That’s it.

Joseph P. Ujobai

Okay. So, sales events for the quarter were $7.1 million and those were net sales events. That number was negatively impacted by about $2 million and the loss of two relatively small U.S. TRUST clients. And then assets under administration on GW, Global Wealth Services, assets at the end of the quarter were $17.6 billion, which was up about $700 million from the end of the first quarter. Underlying that, we had about $680 million of new assets coming from business transition clients as they converted their clients on to GWP and another $670 million that came from the conversion of infrastructure clients in the backlog. Unfortunately, the ending assets were negatively impacted by about $665 million. That was largely due to market depreciation and the strengthening U.S. dollar. I think the final number is that our unfunded but committed backlog is about $4.3 billion of assets.

Leonard DeProspo – Janney Montgomery Scott, LLC

Thanks.

Operator

Your next question is from the line of Glenn Greene, Oppenheimer. Please go ahead.

Glenn Greene – Oppenheimer

Hey Joe, just one quick question on the 2.6 million expense decrease, which obviously drove the margin uptick Q-to-Q. It sounded like some of the benefit there was the sluggish brokerage activity, but I know you’ve also been doing certain cost efforts as well. So a couple of questions. Do we have a floor run rate on the cost side and is it – just like if I annualize that 2.6 million, are you close to 10 million of annual cost takeout, but I realize some of that’s brokerage. Maybe you could you just help us think about the annualized impact from the cost efforts?

Joseph P. Ujobai

As I said earlier I think I responded early to a question, this will bounce a little bit. So a lot of our cost reduction or cost management efforts have been around what I call infrastructure. So the technology build as well as primarily really the build out of operations as well as in operations some of the third party expenses that we paid brokerage firms and other people that provide services to our global wealth services clients through the solution. So we focus very heavily on trying to manage those costs as we grow the business. What is less predictable though would be increase in expense related to sales, marketing and implementations and that’s good news for us. If we continue to grow the sales efforts, we’ll start to see some higher payouts or higher expense in that area. So it's not easy to say that this is the exact cost. And also that sales commission and incentive comp is often due to the mix of what we sell, how we sell it, how much upfront we get versus recurring. So it’s not easy to bank on that as savings at this point, given the early nature of our business. But rest assured we are doing everything we can to manage these costs and to make as much of the new revenue impact the bottom line.

Glenn Greene – Oppenheimer

So it’s not as if there is like a specific dollar amount of cost efforts, it’s just ongoing management. Is that the right way to think about it?

Joseph P. Ujobai

Yes. One of the things we focused on in the first couple of quarters this year was again managing some costs that are associated with third parties. We will continue to do that and those cost savings then they will stay with us for a while. But there is a lot of moving pieces here and it's not easy to give you a final number.

Glenn Greene – Oppenheimer

Okay, thanks.

Operator

There are no more questions in the queue. Please go ahead.

Alfred P. West, Jr.

Thanks, Jill. And our next segment is investment advisors and Wayne Withrow will cover this segment.

Wayne M. Withrow

Thanks Al. During the second quarter we had good net cash flow in our equity and fixed income products which was offset by negative markets in general and negative flows from the SEI Stable Asset Fund which is being closed. Assets under management were $31.7 billion at June 30th, a 2.5% decline from March 31st. Our quarter end AUM reflects $398 million of positive net cash flow exclusive of the impact of the upcoming closure of the SEI Stable Asset Fund. With respect to the Stable Asset Fund on May 1st, we announced that we were closing the fund on November 30, 2012 and its assets are now being redeemed by the shareholders. In the second quarter we had $500 million in redemptions and as of June 30th, approximately $700 million remain in the fund, all of which will be redeemed by November 30th. This is a low margin product for us and while the impact on cash flow is significant, the impact on profits is far less significant. Revenues for the quarter were $49.4 million, essentially flat from the first quarter. We did see a slight improvement in margins. On the new business front, we signed 115 new advisors during the quarter. As discussed last year, we are being more selective in the advisors we recruit. Our pipeline of new advisors remains very strong.

Moving away from the financials, the biggest news for the quarter and the future of the segment is that we successfully converted our five early adopter clients on to GWP on June 30th. Unlike the 85 small beta clients we converted in 2011, the early adopters are among our largest, most complex clients. The conversion went well and we are very excited about this milestone. We are scheduled to convert a second group of early adopters by the end of 2012 and expect to begin a more generalized rollout of GWP beginning in 2013. In summary, net cash flow and new advisor recruiting were positive for the quarter, but the more significant news is the successful completion of the early adopter milestones and the upcoming rollout of GWP in the U.S. Advisor market. I welcome any questions you may have.

Operator

(operator instructions). We have a call from the line of Jeff Hopson with Stifel. Go ahead sir.

J. Jeffrey Hopson - Stifel Nicolaus

Okay thanks. Wayne, so cash flow is remaining strong despite choppy markets, so it seems like I guess would you say the new advisors are still providing the flows and existing clients and/or advisors any change in kind of cash flows or investor behavior that you can detect?

Wayne M. Withrow

Yeah, Jeff, in this quarter, we saw improving net cash flow from both new advisors and existing advisors.

J. Jeffrey Hopson - Stifel Nicolaus

Okay. And in terms of those cash flows, anything unique in where they are going, perhaps that's different equity, fixed income et cetera?

Wayne M. Withrow

We had a slight increase in liquidity products but not significantly so.

J. Jeffrey Hopson - Stifel Nicolaus

Great. Okay, thank you.

Operator

Our next question is from the line of Chris Donat from Sandler O'Neill. Please go ahead.

Christopher Donat - Sandler O'Neill

Hey, good afternoon Wayne. Just wondering if I could get a little color on the 115 new advisors if they – since you said you're being selective, I would imagine they're not people who've just set up shingles after leaving wire houses, but were they users of in-house systems or where did they come from? If you can make any general comments, I'd appreciate it.

Wayne M. Withrow

I think that we generally don't go after the wire house guys. Our advisors come from three major sources. Number one, we get about a third from competitors. Secondly, we get about a third from people that have a commission-based business that want to convert more to a fee-based business, which is our sweet spot and then we get some advisors that maybe are fee-based, but have hit what we call the growth wall. So they’ve in-sourced a lot of activities, they focus too much on those inside activities and they can't find a way to focus on their existing clients and prospects and it interferes with their growth. So they come to an outsource solution such as us so they can grow.

Christopher Donat - Sandler O'Neill

Okay. Thanks. That helps me understand what’s going on.

Operator

I have no more questions in queue. Please go ahead.

Alfred P. West, Jr.

Thanks a lot, Wayne. And our final segment today is investment – I'm sorry, is the institutional investor segment which is not our final and I'm going to turn it over to Ed Loughlin to discuss this segment. You enthralled me Wayne with your…

Edward D. Loughlin

Thanks, Al. Good afternoon everyone. I'm going to start with the financials for the second quarter compared to the first quarter and then discuss sales activity. Second quarter revenues approaching $56 million increased 5% compared to the first quarter of 2012. Net new client funding of $2.2 billion during the quarter contributed to the increase and also offset the impact of capital market declines during the quarter. Profits of $27 million increased 8% for the quarter compared to the last quarter and margins approaching 49% increased 1% for the quarter. Quarter-end asset balances of $59 billion were basically flat for the previous quarter. Our backlog of committed but unfunded assets at quarter end, were $1.4 billion. Strong new client sales closed during the second quarter totaled $2.7 billion and that totaled $5.5 billion year-to-date through June.

New clients were well-diversified by market segment and geographic location. We’re especially pleased with the acceptance of our discretionary management solution by larger $1 billion plus institutional investors. As we discussed at the June investor meeting, the pace of institutional decision making has increased during the first six months of the year. SEI has a long track record serving clients as a fiduciary manager and we’ve consistently enhanced our solution to support our discretionary responsibility. We’re well positioned to differentiate our offering from the competition, enjoy a strong pipeline and we’re optimistic about the growth opportunities for this segment. Thank you very much and I am happy to entertain any questions you may have.

Operator

We have a question from the line of Glenn Greene from Oppenheimer. Please go ahead.

Glenn Greene – Oppenheimer

Hey Ed, good afternoon. Just one question. I know you have had increased focus of getting bigger asset plans and you’ve had two good quarters, real good quarters in a row of sales activity. Anyway you could give us a little bit more breakdown of the composition, were there any big plans that drove the sales activity in the quarter?

Edward D. Loughlin

Yes. There was one larger type of a plan, but that was one out of 12. It’s still a pretty diversified kind of quarter as I said both in the segments, pension endowments, operating as well as geographic. But one of those was a large $1 billion investor.

Glenn Greene – Oppenheimer

Okay, great. Thanks.

Operator

(Operator instructions). There are no more questions, please go ahead.

Alfred P. West, Jr.

Thanks a lot, Ed. Our final segment today, thanks a lot Ed. Our final segment today is Investment Managers and I'm going to turn it over to Steve Meyer to discuss this segment. Steve?

Stephen G. Meyer

Thanks, Al. Good afternoon everyone. For the second quarter of 2012 revenues for the segment held at $46.7 million, which was 1.1% higher than the first quarter of 2012, driven primarily by an increase in our alternative asset balances as well as new client fundings, but largely offset by asset declines in our traditional business combined with smaller levels of one-time revenues than recorded in the first quarter. We are optimistic that the pace of fundings from previously sold yet unfunded events should continue to increase during the rest of the year. Our quarterly profit for the segment of $16.5 million was 4.8% higher than our profit for the first quarter of 2012. This profit was also 9.1% higher than our profit for the second quarter of 2011. The quarter-over-quarter increase in profit was largely due to an increase in our revenue for the quarter and a decrease in certain expenses. Third party asset balances at the end of the second quarter of 2012 were $231.5 billion, approximately $3.2 billion or 1.4% higher as compared to our asset balances at the end of the first quarter of 2012.

The increase in assets was primarily due to net positive cash flows of $4.3 billion offset by market depreciation of $1.1 billion. During the second quarter of 2012, we had net new business sales events totaling $7 million in annualized revenue. This represents another solid sales quarter. Of equal importance, these events cover both our alternative and traditional segments and represented a broad array of our solutions. In looking at the market, we remain encouraged at the level of activity and opportunity. While the financial markets continue to provide a level of uncertainty, our optimism continues to gain steam as we see managers embracing the new norm of this uncertainty and push ahead on decisions. We continue to see growth opportunities from all of our market segments as well as globally. Our solutions, market position and our unwavering commitment to our clients’ success allows us to remain well positioned for growth. I'll now turn it over for any questions you may have.

Operator

We have a question from the line of Robert Lee, KBW. Please go ahead.

Robert Lee – KBW

Thanks. Hi Steve, how are you?

Stephen G. Meyer

Good. How are you Bob?

Robert Lee – KBW

Good, thanks. Just a quick question. Earlier this year, one large head fund admin competitor, I guess GlobeOp announced that they're selling themselves, I'm not sure if the transaction closed, and then yesterday you had Goldman selling their business to State Street. So it seems like there is some fairly decent sized businesses that are moving around and there has always been M&A activity in that part of the business. But are you seeing that – what are you thinking in terms of how that – maybe there is an opportunity, maybe not, I don't know in terms of, how you think that's going to shake out from maybe the pricing perspective if these guys feel that they need to price the whole lines of business or do you see it kind of maybe shaking clients loose? Any kind of change in the competitive landscape there?

Stephen G. Meyer

Well, I think we talked about this a little bit at the investor conference. We do see the competitive landscape. Obviously there's some transactions going on. I think the level of transaction have picked up and the size of them. I think any time there's a transaction, like these acquisitions, there's always opportunity, there's always that unknown. So, it's certainly us and I'm sure a number of my competitors are well geared for that opportunity that could come out of this. Overall, the impact on the market, I believe this fundamentally is pointed to over the next several years, this market will change. I think the real serious people that are committed to the outsourcing business as we are will continue to be the ones that stay in and thrive. I think that we'll go through cycles where pricing will come under pressure. We do see some of our competitors, especially some of the smaller competitors get more aggressive with pricing, because that's the only way they compete, but that's never been the type of business we want to go after. That's not really where we try to entrench ourselves and we feel that the best way to fight, kind of commoditize pricing is to continue our investment and innovation and deliver a better solution and that kind of continues to be our hallmark going forward.

Robert Lee – KBW

Great. Thanks for taking my question.

Operator

The next question is from the line of Jeffrey Hopson, Stifel. Please go ahead.

J. Jeffrey Hopson - Stifel Nicolaus

Okay, thank you. So your comment regarding optimism gaining steam, is that I guess a incremental comment over the last quarter or so?

Stephen G. Meyer

What I would say it's a continuation of the quarter. I think when we look back – if I look back over the past eight quarters, I would say that the optimism would get a little choppy. We would go through a quarter where we'd see deals start to fund, people make decisions and then we would have a setback. I'm encouraged with the fact that despite the markets continue to be choppy and uncertain, the managers that we’re talking to, our clients that we’re talking to are moving ahead on decisions, and I think that's a very good sign. I'm not going to say that we've arrived at an inflection point where it's all downhill and gravy from here. I think there’s certainly hurdles in the way, especially around the market, but I do believe managers are fundamentally looking at their business model and deciding, we have to change, we have to look at different opportunities and new business models, and I think before there was a lot of talk, a lot of meeting, you kind of go back to have more meetings. Now we see them making decisions and we see the level on activity before the decisions picking up. So I would say it’s not really an incremental from first quarter. I would say the positive news is it’s a continuation of the first quarter.

J. Jeffrey Hopson - Stifel Nicolaus

Okay, thank you. And in regard to making decisions, is there anything new they are overcoming in terms of pricing or anything else?

Stephen G. Meyer

No, I’d say I think a lot of them that are making decisions are ones that have delayed decision and now they are in a spot where they know they have to upscale their operation, their infrastructure and they can’t wait any longer, and many of them have over the past 18 months, many managers have looked at their strategic plans going forward and where they want to be and where they want to expand to and they realize that they need to do that by partnering with good partners and good firms that can provide a solid level of service in outsourcing.

J. Jeffrey Hopson - Stifel Nicolaus

Okay, great. Thank you.

Operator

There are no more calls in queue. Go ahead, sir.

Alfred P. West, Jr.

Thank you. I would like now to have Kathy Heilig give you a few Company-wide statistics. Kathy?

Kathy Heilig

Good afternoon everyone. I have some additional corporate information about this quarter. Second quarter cash flow from operations was $35.9 million or $0.20 per share and year to-date cash flow from operations $75.1 million, $0.42 per share. Our second quarter free cash flow was $22.7 million or $0.13 per share and the year to-date free cash flow $40.5 million. The second quarter capital expenditures, excluding capitalized software of $4.2 million. Year to-date capital expenditure has been $16.3 million. The remaining capital expenditures for this year, excluding capitalized software, is projected to be about $10 million. The second quarter tax rate was 36.6% which compares to the first quarter tax rate of 37.2% and we still expect our tax rate to average about 37% assuming that the R&D tax credit is not extended or reinstated. The accounts payable balance at June was $3.9 million. We would like to remind you that many of our comments are forward-looking statements and are based upon assumptions that involve risks and that the financial information presented in our release and on this call is unaudited. Future revenues and income could differ from expected results. We have no obligation to publicly update or correct any statements herein as a result of future developments. You should refer to our periodic SEC filings for a description of various risks and uncertainties that could affect our future financial results. And now, please feel free to ask any other questions that you might have.

Operator

(Operator instructions). There are no questions in the queue. Please go ahead.

Alfred P. West, Jr.

Thank you very much. So everyone, in conclusion while we are continuing to operate in a challenging environment, during that time we are concentrating our efforts on maintaining highly satisfied clients, growing new business events and controlling costs. I remain bullish about our longer term business opportunity and the positive impact we make on the markets we serve. Our focus on the long-term growth in revenues and profits is unwavering. That concludes our remarks today. I'll give you one more shot at asking any questions of any ilk.

Operator

There are no questions queuing up, sir.

Alfred P. West, Jr.

Thank you very much and thank you for your attendance today and have a great afternoon.

Operator

That does conclude your conference call for today. Thank you for your participation and using the AT&T executive teleconference. You may now disconnect.

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