AFFILIATED MANAGERS GROUP INC

We and our Affiliates face a variety of risks that are substantial and inherent in our businesses. The following are some of

the more important factors that could affect our and our Affiliates’ businesses. Investors should carefully consider these risks,

along with the other information contained in this Annual Report on Form 10-K, before making an investment decision

regarding our common stock or other publicly-listed securities. There may be additional risks of which we are currently

unaware, or which we currently consider immaterial. Any of these risks could have a material adverse effect on our financial

condition, results of operations, and the market price of our common stock. Certain statements in “Risk Factors” are forward-

looking statements. See “Forward-Looking Statements.”

RISKS RELATED TO OUR INDUSTRY, BUSINESS AND OPERATIONS

Our financial results depend on our Affiliates’ receipt of asset- and performance-based fees, and are impacted by investment

performance, as well as changes in fee levels, product mix, and the relative levels of assets under management among our

Affiliates.

Our financial results depend on our Affiliates’ receipt of asset- and performance-based fees, which may vary substantially

from year to year. Our Affiliates’ ability to grow or maintain current fee levels depends on a number of factors, including our

Affiliates’ investment performance, as well as competition and trends in the investment management industry, such as investor

demand for passively-managed products, including index and exchange traded funds, that typically carry lower fee rates, or

preferences for other developing strategies or trends. Further, different types of assets under management can generate different

ratios of asset-based fees to assets under management (“asset-based fee ratio”), based on factors such as the investment strategy

and the type of client. Thus, a change in the composition of our assets under management, either within an Affiliate or among

our Affiliates, could result in a decrease in our aggregate fees even if our aggregate assets under management remains

unchanged or increases. Products that use fee structures based on investment performance may also vary significantly from

period to period, depending on the investment performance of the particular product. For some of our Affiliates, performance-

based fees include benchmarks, such as a high-watermark provision, which generally provide that if a product underperforms

on an absolute basis or relative to a specified benchmark, it must regain such underperformance before the Affiliate will earn

any performance-based fees. In addition, in the ordinary course of business, our Affiliates may reduce or waive fees on certain

products for particular time periods, to attract or retain assets or for other reasons. No assurances can be given that our

Affiliates will be able to grow or maintain current fee structures or levels, or that certain strategies they offer will be in demand

at any given time. A reduction in the fees that our Affiliates receive could have an adverse impact on our financial condition

and results of operations.

Additionally, our structured partnership interests are tailored to meet the needs of each Affiliate and are therefore varied,

and our earnings may be adversely affected by changes in the relative performance or in the relative levels and mix of assets

under management among our Affiliates, independent of our aggregate operating performance measures. Challenging market

conditions, volatility or slowdowns affecting a particular asset class, client type, product structure, geographic region, industry

or other category of investment could have a significant adverse impact on a specific Affiliate if its investments are

concentrated in that area, which could result in lower investment returns and in turn, lower fees earned at that Affiliate. Further,

certain Affiliates contribute more significantly to our results than other Affiliates and, therefore, changes in fee levels, product

mix, assets under management, or investment performance of such Affiliates could have a disproportionate adverse impact on

our financial condition and results of operations.

Our financial results could be adversely affected by any reduction in our assets under management, which could reduce the

asset- and performance-based fees earned by our Affiliates.

Our financial results may be impacted by changes in the total level of our assets under management. The total level of our

assets under management generally or with respect to particular products or Affiliates could be adversely affected by conditions

outside of our control, including:

•a decline in the market value of our assets under management, due to declines or heightened volatility in the capital

markets, fluctuations in foreign currency exchange rates and interest rates, inflation, changes in the yield curve, and

other market factors;

•changes in investor risk tolerance or investment preferences, which could result in investor allocations away from

strategies and products offered by our Affiliates;

•our Affiliates’ ability to attract and retain client assets and market products and services, which may be impacted by

investment performance, client relationships, demand for product and service offerings, their continued development

of products to meet the changing demands of investors, and the prices of securities generally;

•global economic conditions, which may be exacerbated by changes in the equity or debt markets, including impacts

from shifting monetary policies of the U.S. Federal Reserve Bank and other global central banks, or instability and

liquidity issues in the financial system generally;

•financial crises, political or diplomatic developments in the U.S. or globally, including uncertainties regarding actual

and potential changes in domestic, foreign, trade, economic, and other policies, trade tensions, public health crises,

civil unrest, war, terrorism, natural disasters, or risks associated with global climate change; and

•other factors that are difficult to predict.

A reduction in our assets under management could adversely affect the fees payable to our Affiliates and, ultimately, our

financial condition and results of operations. To the extent any of these conditions or factors adversely affect our or our

Affiliates’ operations or global economic conditions generally, they may also have the effect of heightening other risks

described elsewhere in this “Risk Factors” section.

If our or our Affiliates’ reputations are harmed, we could suffer losses in our business and financial results.

The success of our business depends on earning and maintaining the trust and confidence of our Affiliates and our

stockholders, our ability to compete for future investment opportunities, and our and our Affiliates’ reputations among existing

and potential clients. Our and our Affiliates’ reputations are critical to our business and could be impacted by events that may

be difficult or impossible to control, and costly or impossible to remediate, including:

•alleged or actual failures by us, our Affiliates, orour respective employees to comply with applicable laws, rules, or

regulations;

•errors in our public reports;

•cyber-attack or data breach incidents;

•fund liquidity or valuation issues, or issues relating to the use of leverage, including with respect to assets within

private markets funds, liquid alternatives, or similar products of certain of our Affiliates;

•threatened or actual litigation against us, any of our Affiliates, or our respective employees;

•perceived or actual conflict between us and any of our Affiliates or among our Affiliates;

•negative perceptions of our or certain of our Affiliates’ investments or business practices by stakeholder groups who

have increasingly expressed divergent views on a range of environmental, social, and governance matters;

•fraudulent impersonations of us, our Affiliates, or members of our management by third-party bad actors, including in

social engineering schemes that attempt to manipulate targeted recipients into participating in fraudulent investments,

purport to offer investment services, or solicit fraudulent investments, including through fake websites and on social

media platforms and messaging applications; or

•other events and factors that are difficult to predict including those that could impact our Affiliates’ ability to compete

effectively with other firms, our ability to successfully pursue our growth strategy, and other risks described elsewhere

in this “Risk Factors” section.

Any of the foregoing events, or the public announcement and potential publicity surrounding these issues, even if

inaccurate, satisfactorily addressed, or if no violation or wrongdoing actually occurred, could adversely impact our Affiliates’

reputations and their relationships with clients, our relationships with our Affiliates, and our ability to negotiate agreements

with new independent investment firms, any of which could have an adverse effect on our reputation, our financial condition

and results of operations, or the market price of our common stock.

The investment management industry is highly competitive.

Our Affiliates compete with numerous investment management firms globally, including public, private and client-owned

investment advisers; firms managing passively-managed products, including exchange traded funds; firms associated with

securities broker-dealers, financial institutions, insurance companies, private equity firms, sovereign wealth funds; and other

entities. These firms may have significantly greater financial, technological, and marketing resources, captive distribution and

assets under management, or be subject to less regulation and accordingly have more flexibility to undertake and execute

certain investments with less compliance expense, and many of these firms may offer products and services that our Affiliates

may not in particular investment strategies. These firms may also compete by seeking to capitalize on a trend towards

institutions consolidating the number of investment managers they work with. Competition from these firms may reduce the

fees that our Affiliates can obtain for investment management services, or could impair our Affiliates’ ability to attract and

retain client assets, and any failure by our Affiliates to successfully develop competing new products and services, or

effectively manage the associated operational risks, could harm our Affiliates’ reputations and expose them to additional costs

or regulatory scrutiny, which could adversely affect our assets under management, financial condition and results of operations.

We believe that our Affiliates’ ability to compete effectively with other firms depends upon the performance of our Affiliates’

investment strategies, the applicability of products to meet client objectives and preferences, and the continued development of

strategies and products to meet the evolving needs and demands of investors, as well as our Affiliates’ reputations, client

relationships, fee structures, client-servicing capabilities, and the marketing and distribution of their investment strategies,

among other factors. See “Competition” in Item 1. Our Affiliates may not compare favorably with their competitors in any or

all of these categories, and technological developments, including financial applications andservices based on generative

artificial intelligence (“AI”), may over time reduce the demand for, or clients’ willingness to pay for, certain products and

services. From time to time, our Affiliates may also compete with each other for clients and investment opportunities.

Investment management contracts are subject to termination on short notice.

Through our Affiliates, we derive almost all of our asset- and performance-based fees from clients pursuant to investment

management contracts. While certain of our Affiliates’ private equity and alternative products have long-term commitment

periods, many of our Affiliates’ investment management contracts are terminable by the client without penalty upon relatively

short notice (typically not longer than 60 days). We cannot be certain that our Affiliates will be able to retain their existing

clients or attract new clients. If our Affiliates’ clients, in particular a significant client or a series of significant clients,

terminate their investment management contracts or withdraw a substantial amount of assets for any number of reasons,

including poor investment performance, loss of key investment personnel, changes in the client’s decision makers, or

reputational, regulatory, or compliance issues, it is likely to harm our results of operations. In addition, investment

management contracts with mutual funds or other similar products are subject to annual approval by the fund’s board of

directors.

We may need to raise additional capital in the future, and existing or future resources may not be available to us in

sufficient amounts or on acceptable terms.

While we believe that our existing cash resources and cash flow from operations will be sufficient to meet our working

capital needs for normal operations for the foreseeable future, our continuing acquisitions of interests in independent investment

firms and our other strategic initiatives may require additional capital. Further, we have significant purchase obligations

relating to Affiliate equity interests, as well as commitments relating to general partner and seed capital investments, and it is

difficult to predict the frequency and magnitude of these purchases or associated capital calls. As of December 31, 2024, the

current redemption value relating to Affiliate equity interests was$405.3 million, of which$350.5 million was presented as

Redeemable non-controlling interests (including$12.9 million of consolidated Affiliate sponsored investment products

primarily attributable to third-party investors), and$54.8 million was included in Other liabilities. See “Liquidity and Capital

Resources-Affiliate Equity” in Item 7 and Notes 15 and 16 of the Consolidated Financial Statements. Unfunded commitments

relating to general partner and seed capital investments were$236.5 million as of December 31, 2024. See Notes 2 and 6 ofour

Consolidated Financial Statements. These obligations may require more cash than is then available from our existing cash

resources and cash flows from operations. Thus, we may need to raise capital through additional borrowings or by selling

shares of our common stock or other equity or debt securities, or otherwise refinance a portion of these obligations.

As of December 31, 2024, we had outstanding debt of$2.7 billion. Our level of indebtedness may increase if we fund

future investments or other expenses through borrowings. We may also seek to refinance existing indebtedness for the purpose

of managing maturity dates, to seek alternative financing terms or for other reasons, which may not be available on similar

terms as our existing indebtedness, including with respect to interest rates. Any additional indebtedness could increase our

vulnerability to general adverse economic and industry conditions and may require us to dedicate a greater portion of our cash

flows from operations to payments on our indebtedness.

The financing activities described above could increase our Interest expense, decrease our Net income (controlling interest)

or dilute the interests of our existing stockholders. In addition, our access to additional capital, and the cost of capital we are

able to access, is influenced by a number of factors, including the state of global credit and equity markets, interest rates, credit

spreads and our credit ratings. As a result, we may be unable to enter into new credit facilities or issue debt or equity in the

future on attractive terms, or at all. We are currently rated A3 by Moody’s Investors Service and BBB+ by S&P Global

Ratings. A reduction in our credit ratings could also increase our borrowing costs under our revolver or, in certain cases, give

rise to a termination right by the counterparty under our derivative financial instruments, if any. There can be no assurance that

we will achieve a particular credit rating or maintain any particular rating in the future.

Our debt agreements impose certain covenants relating to the conduct of our business, including financial covenants under

our revolver, any breach of which could result in the acceleration of the repayment of any amounts borrowed or outstanding

thereunder.

Our debt agreements contain customary affirmative operating covenants and negative covenants that, among other things,

place certain limitations on our and our subsidiaries’ ability to incur debt, merge or transfer assets, and create liens and, in the

case of our revolver, require us to maintain specified financial ratios, including a maximum leverage ratio and a minimum

interest coverage ratio. The breach of any covenant (either due to our actions or omissions or, in the case of financial

covenants, due to a significant and prolonged market-driven decline in our operating results) could result in a default under the

applicable debt agreement and, in the case of our revolver, lenders could refuse to make further extensions of credit to us.

Further, in the event of certain defaults, amounts borrowed under our debt agreements, together with accrued interest and other

fees, could become immediately due and payable. If any indebtedness were to become subject to accelerated repayment, we

may not have sufficient liquid assets to repay such indebtedness in full.

We have substantial intangibles on our balance sheet, and any impairment of our intangibles could adversely affect our

financial condition and results of operations.

As of December 31, 2024, our total assets were$8.8 billion, of which$4.3 billion were intangibles, and$2.2 billion were

equity method investments in Affiliates, an amount primarily composed of intangible assets. We cannot be certain that we will

realize the value of such intangible assets. Our intangible assets may become impaired as a result of any number of factors,

including changes in market conditions, declines in the value of assets under management, client attrition, product performance,

reductions in fee rates, and changes in strategic objectives or growth prospects of an Affiliate. An impairment of our intangible

assets or an other-than-temporary decline in the value of our equity method investments could adversely affect our financial

condition and results of operations. Determining the value of intangible assets, and evaluating them for impairment, requires

management to exercise significant judgment. In prior periods, we have recorded expenses to reduce the carrying value to fair

value of certain Affiliates and certain acquired client relationships, and may experience similar impairment events in future

reporting periods. See “Critical Accounting Estimates and Judgments” in Item 7 and Notes 7 and 8 of the Consolidated

Market risk management activities may adversely affect our liquidity and results of operations.

Cash management transactions, capital markets financings, and certain investments or other transactions may create

exposure for us or our Affiliates to changes in interest rates, foreign currency exchange rates, marketable securities, and

financial markets generally, which we or our Affiliates may seek to offset by entering into derivative financial instruments. The

scope of these risk management activities is selective and varies based on the level and volatility of interest rates, foreign

currency exchange rates, applicable marketable securities, and other changing market conditions. We and our Affiliates do not

seek to hedge exposure to all market risks, which means that exposure to certain market risks is not limited. Further, the use of

derivative financial instruments does not entirely eliminate the possibility of fluctuations in the value of the underlying position

or prevent losses if the value of the position declines, and also can limit the opportunity for gain if the value of the position

increases. There can be no assurance that our or our Affiliates’ derivative financial instruments will meet their overall objective

or that we or our Affiliates will be successful in entering into such instruments in the future. Further, while hedging

arrangements may reduce certain risks, such arrangements themselves may entail other risks, may generate significant

transaction costs, and may require the posting of cash collateral. For example, if our or our Affiliates’ counterparties fail to

honor their obligations in a timely manner, including any obligations to return posted collateral, our liquidity and results of

operations could be adversely impacted.

RISKS RELATED TO OUR STRATEGY AND OUR STRUCTURED PARTNERSHIPS WITH AFFILIATES

Our growth strategy depends in part upon our ability to identify and consummate investments in suitable independent

investment firms.

Our continued success in investing in independent investment firms will depend upon our ability to find suitable firms in

which to invest or make additional investments in our existing Affiliates, our ability to negotiate agreements with such firms on

acceptable terms, maintaining our relationships with prospects and our reputation as a leading partner to these firms, and our

ability to raise the capital necessary to finance such transactions. The market for acquisitions of interests in these firms is

highly competitive. Many other public and private financial services companies, including commercial and investment banks,

private equity firms, sovereign wealth funds, insurance companies, and investment management firms, also invest in

independent investment firms and may have significantly greater resources than we do. In addition to direct competition on

particular prospects, these firms can also negatively impact the volume and value of transactions more broadly. Further, our

innovative partnership approach with our Affiliates is designed to enhance our Affiliates’ ability to achieve their long-term

strategic objectives, while preserving their independence and autonomy, and, therefore, their unique entrepreneurial and

investment-centric cultures, and the management of some target firms may prefer terms and structures offered by our

competitors.

We may not be successful in making investments in new firms or maintaining existing investments, and any firms that we

do invest in may not have favorable results or performance following our initial investment or any subsequent investment,

which could have an adverse effect on our financial condition and results of operations. Our investments involve a number of

risks, including the existence of unknown liabilities that may arise after making an investment, some of which may depend

upon factors that are not under our control. Further, the consummation of our announced investments is generally subject to a

number of closing conditions, contingencies and approvals, including, but not limited to, obtaining certain consents of the

independent investment firm’s clients and applicable regulatory approvals. In the event that an announced transaction is not

consummated, we may experience a decline in the price of our common stock.

Our growth strategy also includes selectively pursuing strategic partnerships, transactions, and initiatives, which could

involve additional risks and uncertainties.

Our growth strategy also includes selectively pursuing strategic partnerships, transactions, and initiatives in areas where we

can assist our Affiliates in growing and diversifying their businesses (including through seed capital, general partner

commitments, and other strategic investments in our Affiliates and their funds), to further enhance our competitive position, or

where we believe we can add value and generate meaningful returns. These strategic partnerships, transactions, and initiatives

may be complementary to our existing business or involve new operational areas, product structures, or strategies (including in

private markets and liquid alternatives), which includes, among others, initiatives to increase the number and type of investment

products offered to high-net-worth individuals and families through our U.S. wealth and global distribution platforms, and

expanding the geography and scope of our operations. These initiatives involve risks and uncertainties, including compliance

with additional regulatory and disclosure requirements, increased potential for disputes, exposure to more volatile market

segments and reputational risks, and significant commitments of capital over extended periods of time. Addressing these risks

and uncertainties may require additional resources and investment, including the implementation of new operational controls

and procedures, as well as require complex contractual arrangements, structures, and specialized skills. There is no certainty

that such initiatives will deliver the anticipated benefits over the expected time frame or at all, or that our stockholders will react

favorably. Any failure to successfully execute on strategic partnerships, transactions, or initiatives, including in connection

with our entry into new operational areas or effectively managing associated risks, or by our Affiliates in deploying strategic

capital into suitable new investment opportunities, could harm our reputation and expose us to additional costs, which could

adversely affect our assets under management, financial condition, and results of operations.

The structure of our partnership interests in our Affiliates may expose us to unanticipated changes in Affiliate revenue,

operating expenses, and other commitments, which we may not anticipate and may have limited ability to control.

The form of our structured partnership interests in our Affiliates differs from Affiliate to Affiliate, and may change during

the course of our investment.

In the case of structures where we contractually share in the Affiliate’s revenue without regard to expenses, comprising

Affiliates that contribute a majority of our Consolidated revenue, the Affiliate allocates a specified percentage of its revenue to

us and Affiliate management, while using the remainder for operating expenses and additional distributions to Affiliate

management. In these types of structures, while our distributions generally have priority, our agreed allocations may not

anticipate changes in the revenue and operating expense base of the Affiliate, and the revenue remaining after our specified

share is allocated to us may not be large enough to cover all of the Affiliate’s operating expenses, which could result in a

reduction of the amount allocated to us or could negatively impact the Affiliate’s operations and prospects.

In the case of structures where we contractually share in the Affiliate’s revenue less agreed-upon expenses, we benefit from

any increase in revenue or any decrease in the agreed-upon expenses, but also have exposure to any decrease in revenue or any

increase in such expenses. The degree of our exposure to agreed-upon expenses from these structured partnership interests

varies by Affiliate (and may change during the course of our investment), and includes several Affiliates in which we fully

share in the expenses of the business. In these types of structures, we may have limited or no ability to control the level of

expenses at the Affiliate, and our distributions generally do not have priority. Further, the impact of Affiliate expenses on our

earnings and our stock price could increase if the portion of our earnings derived from such Affiliates increases.

As a result of these factors, unanticipated changes in revenue, operating expenses, or other commitments at any of our

Affiliates could leave the Affiliate with a shortfall in remaining funds for distribution to us or Affiliate management, or for

funding their operations. Changes in the global marketplace in particular could result in rapid changes to our Affiliates’

earnings or expenses, and our Affiliates may be unable to make appropriate expense reductions in a timely manner to respond

to such changes. Any of these developments could have an adverse effect on our financial condition generally, and on our

results of operations for the applicable reporting period.

Additionally, regardless of the particular structure, we may agree to change the structure, or may elect to defer or forgo the

receipt of our share of an Affiliate’s revenue or earnings, or adjust expenses allocated to us, to permit the Affiliate to fund

expenses in light of unanticipated changes in revenue or operating expenses, with the aim of maximizing the long-term benefits

for us and the Affiliate. These types of activities could increase during periods where an Affiliate’s revenues decline rapidly or

other events occur that impact the Affiliate’s expenses or operations. We cannot be certain that any such deferral or

forbearance would be of any greater long-term benefit to us, and such a deferral or forbearance may have an adverse effect on

our near- or long-term financial condition and results of operations.

We may reposition or divest our equity interests in our Affiliates, and we cannot be certain that any such repositioning or

divestment will benefit us in the near- or long-term.

From time to time, we may reposition our relationships with our Affiliates, which could, among other things, include

changes to our structured partnership interests, including changes in our ownership level and in the calculation of our share of

revenue and/or operating expenses. Such repositioning may be done in order to address an Affiliate’s succession planning,

changes in its revenue or operating expense base, our or the Affiliate’s strategic planning, or other developments. Any

repositioning of our interest in an Affiliate may result in increased exposure to changes in the Affiliate’s revenue and/or

operating expenses, or in additional investments or commitments from us, or could increase or reduce, or change the structure

of, our interest in the Affiliate. In some cases, this could result in the full divestment of our interest to Affiliate management or

to a third-party, or in our acquisition of all of the equity interests of the Affiliate. In addition, certain of our Affiliates have

customary rights in certain circumstances to restructure or sell their interests in their firm to a third-party, which could be

through a direct majority or minority sale transaction, a private or public offering, or otherwise, and to cause us to participate in

such restructuring or sale, which could be on terms that we view as less favorable than an alternative transaction or to retaining

our interest. Any such transactions or changes, or disputes in relation to such transactions or changes which do not resolve in

our favor, could have an adverse impact on our reputation, financial condition, and results of operations.

We and our Affiliates rely on certain key personnel and cannot guarantee their continued service.

We depend on the efforts of our executive officers and our other officers and employees. Our executive officers, in

particular, play an important role in the stability and growth of our existing Affiliates and in identifying potential investments in

independent investment firms. There is no guarantee that these executive officers will remain with the Company. We do not

have employment agreements with our executive officers, although each has a significant deferred equity interest in the

Company and is subject to non-solicitation and non-competition restrictions that may be triggered upon their departure.

Further, we seek to attract and retain our key officers and employees through a number of initiatives and programs, including

developing a strong values-based culture, a commitment to career development, employee engagement, attractive compensation

and benefits programs, attention to succession planning, and fostering of organizational diversity, any of which may not be

successful in contributing to the retention of such employees. Changes in our management team, in particular, may be

disruptive to our business, and failure to attract and retain members of our executive or senior management team, or to

effectively implement and manage appropriate succession plans, could adversely affect our business, financial condition, and

results of operations.

In addition, our Affiliates depend heavily on the services of key principals who, in many cases, have managed their firms

for many years. These principals often are primarily responsible for their firm’s investment decisions. Although we use a

combination of economic incentives, transfer restrictions and, in some instances, non-solicitation, non-competition, and

employment agreements in an effort to retain key Affiliate personnel, there is no guarantee that these principals will remain

with their firms or refrain from competing with us if they depart their firms. The market for highly skilled professionals in the

investment management industry is highly competitive, particularly in alternative strategies. Further, the departure of key

individuals at an Affiliate could also cause investors to reduce or terminate their investments in such Affiliates’ funds or

products, or trigger certain provisions tied to the departure of, or cessation of committed time, by specified persons (known as

“key person” provisions) in the documentation governing certain Affiliate products and funds, which could permit the

suspension or termination of those products’ investment periods. Since certain of our Affiliates contribute more significantly to

our results than other Affiliates, the loss of key personnel at these Affiliates could have a disproportionately adverse impact on

RISKS RELATED TO OUR COMMON STOCK

Equity markets and our common stock have been volatile.

The market price of our common stock has experienced and may continue to experience volatility, and the broader equity

markets have experienced and may continue to experience significant price and volume fluctuations. In addition,

announcements of our financial and operating results or other material information, including changes in net client cash flows

and assets under management, announcements and activity regarding our share repurchase programs, changes in our financial

guidance or our failure to meet such guidance, our new investments activity, changes in general conditions in the economy or

the financial markets, perceptions regarding our environmental, social, and governance profile or sustainable investment

decisions of our Affiliates, and other developments affecting us, our Affiliates, or our competitors, as well as geopolitical,

social, regulatory, capital markets, economic, public health, and other factors unrelated to us, could cause the market price of

our common stock to fluctuate substantially.

The sale or issuance of substantial amounts of our common stock, or the expectation that such sales or issuances will occur,

could adversely impact the price of our common stock.

The sale or issuance of substantial amounts of our common stock in the public market could adversely impact its price. In

connection with our financing activities, we have issued junior convertible trust preferred securities and maintain an equity

distribution program, either of which may result in the issuance of our common stock upon the occurrence of certain events.

We also have outstanding option and restricted stock awards that have been granted under our share-based incentive plans.

Additionally, we have the right to settle certain Affiliate equity purchase obligations with shares of our common stock.

Moreover, in connection with future financing activities, we may issue additional convertible securities or shares of our

common stock, including through forward equity transactions. Any such issuance of shares of our common stock could have

the effect of substantially diluting the interests of our current equity holders. In the event that a large number of shares of our

common stock are sold or issued in the public market, or the expectation that such sales or issuances will occur, the price of our

common stock may decline as a result.

Provisions in our organizational documents, Delaware law, and other factors could delay or prevent a change in control of

the Company, or adversely affect our financial results in periods prior to and following a change in control.

Provisions in our charter and by-laws and anti-takeover provisions under Delaware law could discourage, delay, or prevent

an unsolicited change in control of the Company. These provisions may also have the effect of making it more difficult for

third parties to replace our executive officers without the consent of our Board of Directors. These provisions include:

•the ability of our Board of Directors to issue preferred stock and to determine the terms, rights, and preferences of the

preferred stock without stockholder approval;

•the prohibition on the right of stockholders to call meetings or act by written consent and limitations on the right of

stockholders to present proposals or make nominations at stockholder meetings; and

•legal restrictions on mergers and other business combinations between us and any holder of 15 percent or more of our

outstanding common stock.

Further, given our long-term innovative partnership approach with our Affiliates, which is designed to maintain their

independence and autonomy, and, therefore, their unique entrepreneurial and investment-centric cultures, a change in control

may be viewed negatively by our Affiliates, impacting their relationships with us. Additionally, the disposition of certain of our

Affiliates following a change in control could result in the immediate realization of taxes owed on any excess proceeds above

our tax basis in the relevant Affiliate, which could impact the valuation a third-party may apply to us in a change in control.

Any of the forgoing factors may inhibit a change in control in circumstances that could give our stockholders the opportunity to

realize a premium over the market price of our common stock, or may result in negative impacts on our financial results in

periods prior to and following a change in control.

In addition, a change in control of the Company or the acquisition of a large ownership position in shares of our

outstanding common stock by a single holder may constitute a change in control for certain of our Affiliates for purposes of the

Advisers Act and the Investment Company Act. In that case, absent client consents, the Affiliate’s management agreements

may be deemed to be “assigned” in violation of the agreement and, for mutual fund clients, will terminate. We cannot be

certain that any required client consents (which the impacted Affiliates would need to be involved in requesting) would be

obtained if such a change of control occurs. Any termination, deemed assignment or renegotiation of any of our Affiliates’

management agreements could result in a reduction in our assets under management or the fees payable to our Affiliates and,

ultimately, our aggregate fees. Further, certain of our Affiliates operate regulated businesses in jurisdictions outside of the U.S.

that, in some cases, require regulatory notifications and other filings if a single stockholder acquires an ownership position in

the Company exceeding certain specified thresholds, regardless of whether a change in control has occurred for purposes of the

Advisers Act or the Investment Company Act. Such an ownership position could also trigger approvals under FINRA, for

Affiliates operating a broker-dealer in the U.S. As a result, a large ownership position in our stock, whether or not resulting in a

change of control of the Company, could result in increased regulatory reporting and compliance costs, and potential

restrictions on our or our Affiliates’ business activities, and could reduce the fees that our Affiliates receive under investment

management contracts, any of which could have an adverse effect on the Company’s financial condition and results of

operations.

LEGAL AND REGULATORY RISKS

Our and our Affiliates’ businesses are highly regulated.

Our and our Affiliates’ businesses are subject to complex and extensive regulation by regulatory and self-regulatory

authorities and exchanges in various jurisdictions around the world, which, for our Affiliates and our U.S. wealth distribution

subsidiary, include those applicable to investment advisers, as detailed in “Government Regulation” in Item 1. Applicable laws,

rules and regulations impose requirements, restrictions, and limitations on our and our Affiliates’ businesses, and can result in

significant compliance and operational costs. Further, this regulatory environment may be altered without notice by new laws

or regulations, revisions to existing laws or regulations, or new or revised interpretations, guidance, orenforcement priorities.

Any determination of a failure to comply with applicable laws, rules, or regulations could expose us, our Affiliates, or our

respective employees to civil liability, criminal liability, or disciplinary or enforcement action, with penalties that could include

the disgorgement of fees, fines, sanctions, suspensions, termination of adviser status, or censure of individual employees or

revocation or limitation of business activities or registration, and may result in monetary losses that are not covered by

insurance in adequate amounts or at all, any of which could have an adverse impact on our stock price, financial condition, and

results of operations. Further, if we, any of our Affiliates, or our respective employees or third-party service providers were to

fail to comply with applicable laws, rules, or regulations, or be named as a subject of an investigation or other regulatory action,

the public announcement and potential publicity surrounding any such failure, investigation, or action could have an adverse

effect on our or our Affiliates’ reputations and on our stock price and result in increased costs, even if we, our Affiliates, or our

respective employees or third-party service providers were found not to have violated such laws, rules, or regulations.

Recently implemented and proposed regulations globally have called for more stringent oversight of the financial services

industry in which we and our Affiliates operate. In the U.S., the new presidential administration may shift enforcement

priorities under existing regulations, alter existing regulations, or pursue additional rulemaking impacting the financial services

industry, whereas certain state and other governmental entities may seek to maintain existing, or implement potentially more

rigorous, regulatory requirements in response, which, coupled with legal challenges to a number of significant regulations and

judicial decisions regarding administrative law, may create uncertainty or lead to divergent interpretations of law, or change the

requirements applicable to our and our Affiliates’ businesses. The SEC also continues to focus on issues related to the

valuation of private funds, including consistent application of the methodology, disclosure, and conflicts of interest, in its

enforcement, examination, and rulemaking activities. These and other regulatory developments could adversely affect our and

our Affiliates’ businesses, increase compliance and operational costs, require that we or our Affiliates change or curtail

operations or investment offerings, or impact our and our Affiliates’ access to capital and the market for our common stock.

Further, in recent years, regulators in the U.S., the UK, and other jurisdictions have expanded rules and devoted greater

resources and attention to the enforcement of anti-bribery and anti-money laundering laws, and while we and our Affiliates

have developed and implemented policies and procedures designed to comply with these rules, such policies and procedures

may not be effective in all instances to prevent violations.

Our and our Affiliates’ international operations are subject to foreign risks, including political, regulatory, economic, and

currency risks.

We and certain of our Affiliates conduct business outside the U.S., and a number of our Affiliates are based or have offices

outside the U.S. and, accordingly, are subject to risks inherent in doing business internationally. These risks may include

difficulties in staffing and managing foreign operations, longer payment cycles, difficulties in collecting investment advisory

and other fees receivable, different (and in some cases less stringent) legal, regulatory and accounting regimes, political

instability, exposure to fluctuations in currency exchange rates, expatriation controls, expropriation risks, and potential adverse

tax consequences. For example, regulations in the European Union (the “EU”) pertaining to the integration of environmental,

social, and governance topics into, among other things, the organizational, risk, and governance arrangements of certain

financial entities, and increased disclosure requirements with regard to such factors generally, may materially impact the

investment management industry in member states that have adopted, or may in the future adopt, such legislation. Conversely,

opposition to environmental, social, and governance initiatives has gained momentum in the U.S., with several states and

Congress having proposed or enacted policies, legislation, or initiatives opposing such efforts. The dynamic nature of

environmental, social, and governance-related regulations could impact our or our Affiliates’ businesses, increase regulatory

and compliance costs, and adversely affect our profitability, which effects could be exacerbated in the event of regulatory

uncertainty or conflicting or inconsistent regulatory guidance related thereto, including in the U.S. and the UK, as applicable.

In addition, as a result of operating internationally, certain of our Affiliates and our global capital distribution platform are

subject to requirements under foreign regulations to maintain minimum levels of capital. Such capital requirements may be

increased from time to time with limited advance notice, which may have the effect of limiting withdrawals of capital and the

payment of distributions to us or, if there were a significant change in the required capital or an extraordinary loss or charge

against net capital at a particular Affiliate, could adversely impact such Affiliate’s ability to expand or maintain operations.

These or other risks related to our and our Affiliates’ international operations may have an adverse effect on our business,

financial condition, and results of operations.

Changes in tax laws or exposure to additional tax liabilities could have an adverse impact on our business, financial

condition, and results of operations.

We are subject to income taxes as well as non-income based taxes in the U.S. and certain foreign jurisdictions, and our

Affiliates are generally subject to taxes in the jurisdictions in which they operate. Tax laws, regulations and administrative

practices in these jurisdictions may be subject to significant change, with or without notice, and significant judgment is required

in estimating and evaluating tax provisions and accruals. Our and our Affiliates’ effective tax rates could be affected by a

change in the mix of earnings with differing statutory tax rates, changes to our or their existing businesses, and changes in

relevant tax, accounting or other laws, regulations, administrative practices, and interpretations. In the U.S., the new

presidential administration has indicated that it may pursue various tax reform proposals, which, if ultimately enacted into

legislation, could materially impact our tax provision, deferred tax assets, and tax liabilities, or impact decisions on how to

return value to stockholders in the most efficient manner. Further, a portion of our earnings is from outside of the U.S., and the

foreign government agencies in jurisdictions in which we and our Affiliates do business continue to focus on the taxation of

multinational companies, and could implement changes to their tax laws. For example, the Organization for Economic Co-

operation and Development (“OECD”) has agreed to a two-pillar approach to global taxation focusing on global profit

allocation, referred to as Pillar One, and a 15% global minimum corporate tax rate (“Pillar Two”), effective for fiscal years

beginning on or after December 31, 2023. Many countries, including jurisdictions in which we or our Affiliates do business,

are enacting changes to their tax laws to adopt certain portions of the OECD’s proposals. The potential effects may vary

depending on the specific provisions and rules implemented by each jurisdiction. We cannot predict future changes in the tax

laws, regulations, administrative guidance, or judicial decisions to which we and our Affiliates are subject or that could apply to

our and our Affiliates’ businesses, and any changes to federal, state or foreign tax laws, regulations, accounting standards or

administrative practices, or the release of additional guidance, interpretations or other information, including in connection with

Pillar Two or otherwise, could impact our estimated effective tax rate and overall tax expense, as well as our earnings estimates,

and could result in adjustments to our treatment of deferred taxes, including the realization or value thereof, or in unanticipated

additional tax liabilities, any of which could have an adverse effect on our business, financial condition, and results of

operations.

In addition, we and our Affiliates may be subject to tax examinations by certain federal, state, and foreign tax authorities.

We regularly assess the likely outcomes of examinations that we are subject to, in order to determine the appropriateness of our

tax provision; however, tax authorities may disagree with certain positions we have taken or may take, and may assess

additional taxes and/or penalties and interest. There can be no assurance that we will accurately predict the outcomes of any

examinations and the actual outcomes could have an adverse impact on our financial condition and results of operations.

We or our Affiliates may be involved in legal proceedings and regulatory matters from time to time, and we may be held

responsible for liabilities incurred by certain of our Affiliates.

Our operating agreements with our Affiliates provide for governance structures that give Affiliate management the

authority to manage and operate their businesses on a day-to-day basis, including investment management operations,

marketing, product development, client relationships, employee matters, compensation programs, and compliance activities. As

a consequence, our financial condition and results of operations may be adversely affected by problems stemming from the day-

to-day operations of our Affiliates that we are not involved in, and where weaknesses or failures in internal processes or

systems, legal or regulatory matters, or other operational challenges could lead to a disruption or cessation of our Affiliates’

operations, liability to their clients, exposure to claims or disciplinary action, or reputational harm.

Certain of our Affiliates are limited liability companies or limited partnerships (or equivalent non-U.S. forms) of which we,

or entities controlled by us, are the managing member or general partner (or equivalent). Consequently, to the extent that any of

these Affiliates incur liabilities or expenses that exceed their ability to pay for them, we may be directly or indirectly liable for

their payment. Similarly, an Affiliate’s payment of distributions to us may be subject to claims by potential creditors, and an

Affiliate may default on distributions that are payable to us. In addition, with respect to each of these Affiliates, we may be

held liable in some circumstances as a control person for the acts of the Affiliate or its employees. Further, we also conduct

compliance, governance, and operational activities, including with respect to distribution, sales, and marketing, through our

U.S. wealth and global distribution platforms to extend the reach of our Affiliates, and any liability arising in connection with

these activities, whether as a result of our own actions or the actions of our participating Affiliates or third-party service

providers, could result in direct liability to us. Accordingly, we and our Affiliates may face various claims, litigation, or

complaints from time to time, and we cannot predict the eventual outcome of such matters, some of which may be resolved in a

manner unfavorable to us or our Affiliates, or whether any such matters could become material to a particular Affiliate or us in

any reporting period. See “Legal Proceedings” in Item 3. While we and our Affiliates maintain errors and omissions and

general liability insurance in amounts believed to be adequate to cover potential liabilities, we cannot be certain that we or our

Affiliates will not have claims or related expenses that exceed the limits of available insurance coverage, that the insurers will

remain solvent and will meet their obligations to provide coverage, or that insurance coverage will continue to be available to us

and our Affiliates with sufficient limits and at a reasonable cost. Any legal proceedings or regulatory matters that we or our

Affiliates are subject to could, whether with or without merit, be time consuming and expensive to defend and could divert

management attention and resources, and could result in judgments, findings, settlements, or allegations of wrongdoing that

could adversely affect our or their reputation, current and future business relationships, and our financial condition and results

of operations.

Our or our Affiliates’ controls and procedures and risk management policies may be inadequate, fail or be circumvented,

and operational risk could adversely affect our or our Affiliates’ reputation and financial position.

We and our Affiliates have adopted various controls, procedures, policies, and systems to monitor and manage risk in our

and their businesses. While we currently believe that our and our Affiliates’ operational controls, including controls over

compliance and over financial reporting, are effective, we cannot provide assurance that those controls, procedures, policies,

and systems will always be adequate to identify and manage the internal and external risks in our and our Affiliates’ various

businesses. Furthermore, we or our Affiliates may have errors in business processes or fail to implement proper procedures in

operating our respective businesses, which may expose us or our Affiliates to risk of financial loss or failure to comply with

regulatory requirements. Additionally, although we and our Affiliates have systems and practices in place to monitor our

respective third-party service providers, such third parties are subject to similar risks. For example, as we and our Affiliates

increasingly rely on outsourced support services, including for certain fund administration and compliance functions, any

disruptions or operational difficulties by such service providers (including to their information technology infrastructure), and

our or our Affiliates’ inability to make alternative arrangements in a timely manner, could result in significant disruption to our

respective business operations. We and our Affiliates, as well as our respective third-party service providers, are also subject to

the risk that employees or contractors, or other third parties, may deliberately seek to circumvent established controls to commit

fraud or act in ways that are inconsistent with our or their controls, policies, and procedures, and which may be harder to

monitor in remote work environments. The financial and reputational impact of control failures can be significant.

In addition, our and our Affiliates’ businesses and the markets in which we and our Affiliates operate are continuously

evolving. For example, the use of AI technologies by us, our Affiliates, or our respective third-party service providers could

result in new and expanded risks, particularly as the use of AI applications increases in prevalence and scope. Failure by us to

effectively manage the development and use of AI, our competitors’ development or use of AI, and an evolving AI regulatory

environment could have an adverse effect on our growth prospects, reputation, or business and results of operations. If our or

our Affiliates’ risk frameworks are ineffective, either because of a failure to keep pace with changes in the financial markets,

technological advancements, or regulatory requirements, our or our Affiliates’ businesses, counterparties, clients, or respective

third-party service providers, or for other reasons, we or our Affiliates could incur losses, suffer reputational damage, or be out

of compliance with applicable regulatory or contractual mandates or expectations.

Failure to maintain and properly safeguard an adequate technology infrastructure may limit our or our Affiliates’ growth,

result in losses or disrupt our or our Affiliates’ businesses.

Our and our Affiliates’ businesses are reliant upon financial, accounting, and technology systems and networks to process,

transmit, and store information, including sensitive client and proprietary information, and to conduct many business activities

and transactions with clients, advisers, regulators, vendors, and other third parties. The failure to implement, maintain, and

safeguard an infrastructure commensurate with the size and scope of our and our Affiliates’ businesses could impede

productivity and growth, which could adversely impact our financial condition and results of operations. Further, we and our

Affiliates rely on third parties for certain aspects of our respective businesses, including financial intermediaries, providers of

technology infrastructure, and other service providers such as broker-dealers, custodians, administrators and other agents, as

well as accounting, legal, and other professional advisors, and these parties are susceptible to similar risks.

Our computer systems, software, internal and cloud-based networks, and mobile devices are vulnerable to cyber-attacks,

data privacy or security breaches, phishing schemes and related fraud attempts, ransomware, social engineering, unauthorized

access, theft, misuse, computer viruses, or other malicious code and other events that could have a security impact. Any such

cyber-attacks could have a material impact on our financial conditions or results of operations. Further, third parties on whom

we and our Affiliates rely, including those providing cloud-based network services, may have similar vulnerabilities and may

lack the necessary infrastructure or resources, or may otherwise fail, to adequately protect against or respond to any cyber-

attacks, data breaches, or other incidents. If any such events occur, it could jeopardize confidential, proprietary, or other

sensitive information of ours, our Affiliates and our respective clients, employees or counterparties that may be stored in, or

transmitted through, internal or third-party computer systems, networks, and mobile devices, or could otherwise cause

interruptions or malfunctions in our and our Affiliates’ operations or those of our respective clients or counterparties, or in the

operations of third parties on whom we and our Affiliates rely. The advancement of AI has given rise to additional

vulnerabilities and potential entry points for cyber threats, providing threat actors with additional tools to automate attacks,

evade detection, generate sophisticated phishing emails, or impersonate legitimate businesses or individuals. Despite efforts to

ensure the integrity of systems and networks, it is possible that we, our Affiliates, or our respective third-party service providers

may not be able to anticipate or to implement effective preventive measures against all threats, especially because the

techniques used change frequently and can originate from a wide variety of sources. Further, human errors may occur from

time to time at our third-party service providers’ staff or among our or our Affiliates’ employees, which can lead to or

exacerbate security vulnerabilities or attacks. The increasing frequency, scope, and sophistication of these cyber threats, and

involvement of large criminal organizations that share tactics and strategies, including in foreign jurisdictions in which we and

our Affiliates operate, along with the continued reliance on work-from-home environments, personal mobile and computing

technologies, and third-party web conferencing services, have increased exposures to these security-related risks. As a result,

we or our Affiliates could experience disruption, significant losses, increased costs, reputational harm, regulatory actions, or

legal liability, any of which could have an adverse effect on our financial condition and results of operations. We or our

Affiliates may be required to spend significant additional resources to modify protective measures or to investigate and

remediate vulnerabilities or other exposures, and may be subject to litigation, regulatory investigations, and potential fines, and

financial losses that are either not insured against fully or not fully covered through any insurance that we or our Affiliates

maintain. Additionally, given our business model of providing our Affiliates with autonomy in managing their businesses, we

do not control, and may have limited involvement in, the design, oversight, and maintenance of their technology systems and

networks, as well as in the identification of or response to any cyber-attacks, data breaches, or other incidents. See

“Cybersecurity” in Item 1C.

Further, government and regulatory oversight of data privacy in particular has become a priority for regulators around the

world, including as examples, through the EU’s General Data Protection Regulation and the California Privacy Rights Act,

resulting in heightened data security and handling requirements, increased enforcement risk and fines, increased compliance

costs, and expanded incident response and reporting obligations. More recently, the SEC has implemented new rules related to

cybersecurity risk management for public companies and may implement similar new rules for registered investment advisers,

broker-dealers, and funds, which have resulted or may result, as applicable, in increased disclosure requirements, obligations to

report certain cybersecurity incidents to the SEC, and liabilities related to our and our Affiliates’ technology systems and

networks. Recent well-publicized security breaches and service outages at other companies have exemplified security-related

vulnerabilities, and may lead to further government and regulatory scrutiny and heightened security requirements both in the

U.S. and in other jurisdictions in which we and our Affiliates operate.