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AFFILIATED MANAGERS GROUP INC

For the period ended Jun 30, 2025. Filed Aug 7, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 7, 2025

AMG$362.96+3.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-08.

0001004434-25-000039

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-07.

0001004434-25-000045

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 425 previous paragraphs and 510 current paragraphs.

260 unchanged; 122 reworded; 107 added; 38 removed; 5 previous and 21 current paragraphs rearranged.

Tables are not compared: 18 previous and 19 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (107)

Current report

the close of these transactions, Affiliate management continues to hold a significant majority of the equity of the respective

Current report

other owners agreed to sell our respective equity interests in Peppertree, we received total consideration of approximately

Current report

$254 million which included approximately$100 million in cash and 2.9 million TPG Class A common shares, all of which

Current report

we have since sold. We acquired our interest in Peppertree for$140.0 million in 2022. Our gain on the transaction was

Current report

taxable at closing. Peppertree will be included in our results through the closing date.

Current report

(“Montefiore”), a European private equity firm focused on the services sector. Following the close of the transaction,

Current report

transaction is expected to close in the second half of 2025, subject to customary closing conditions.

Current report

On August 6, 2025, we entered into an agreement to sell a portion of our interest in Comvest Partners (“Comvest”), our

Current report

Manulife Financial Corporation. Pursuant to the terms of the agreement, we are expected to receive total cash consideration

Current report

of approximately$285 million, subject to certain closing adjustments. Comvest will continue to be included in our results

Current report

until closing of the transaction and the portion retained will continue to be included going forward. The transaction is

Current report

expected to close in the fourth quarter of 2025, subject to customary closing conditions.

Current report

Affiliates. In the case of our equity method Affiliates, asset- and performance-based fees are presented net of certain expense

Current report

of our equity method Affiliates, asset- and performance-based fees are presented net of certain expense reimbursements paid by

Current report

Aggregate fees were$1,173.5 million for thethree months ended June 30, 2025, anincrease of$75.4 million or 7% as

Current report

decrease from performance-based fees, primarily in our liquid alternative strategies, partially offset by a $120.6 million or 5%

Current report

Net income (controlling interest)increased $8.3 million or 11% for thethree months ended June 30, 2025. This increase

Current report

attributable to the controlling interest. These increases to Net income (controlling interest) were partially offset by a $41.6

Current report

million increase in Affiliate equity compensation expense attributable to the controlling interest.

Current report

Net income (controlling interest)decreased $69.2 million or 31% for thesix months ended June 30, 2025. This decrease

Current report

and a $38.9 million increase in Affiliate equity compensation expense attributable to the controlling interest. These decreases

Current report

to Net income (controlling interest) were partially offset by a $35.9 million decrease in Income tax expense attributable to the

Current report

Our Adjusted EBITDA (controlling interest)increased $2.2 million or 1% in thethree months ended June 30, 2025, primarily

Current report

due to a $75.4 million or 7% increase in aggregate fees. Adjusted EBITDA increased less than aggregate fees on a percentage

Current report

basis primarily due to a $4.1 million decrease in Investment and other income attributable to the controlling interest.

Current report

Adjusted EBITDA (controlling interest)decreased $29.4 million or 6% for thesix months ended June 30, 2025, primarily

Current report

due to a $125.8 million or 5% decrease in aggregate fees, resulting from a decline in performance-based fees.

Current report

(controlling interest)increased $3.3 million or 2%, primarily due to a $2.2 million increase in Adjusted EBITDA (controlling

Current report

Economic net income (controlling interest)decreased $24.7 million or 7% for thesix months ended June 30, 2025,

Current report

primarily due to a$29.4 million or 6% decrease in Adjusted EBITDA (controlling interest).

Current report

intangible amortization and impairments and tax, in Equity method income (net).

Current report

1% decrease from asset-based fees, partially offset by a $0.8 million increase from performance-based fees, primarily in our

Current report

Our Consolidated revenue decreased $10.5 million or 1% for thesix months ended June 30, 2025, primarily due to an

Current report

$18.9 million or 2% decrease from asset-based fees, partially offset by an $8.4 million or 1% increase from performance-based

Current report

due to a $41.0 million increase in Affiliate equity compensation expense primarily attributable to a modification of the terms of

Showing the first 40 of 107 passages. Open the source sections for the rest.

Removed paragraphs (38)

Previous report

NorthBridge partners continue to hold a significant majority of the equity of the firm and direct its day-to-day operations.

Previous report

strategy investment firm. Following the close of this transaction, Verition partners continue to hold a significant majority of

Previous report

are expected to receive total consideration of approximately$240 million, based on the TPG closing share price on May 2,

Previous report

2025, and includes approximately$102 million in cash, subject to certain closing adjustments, and approximately 2.9 million

Previous report

TPG Class A common shares. Peppertree will continue to be included in our results until closing of the transaction, which is

Previous report

expected to occur in the third quarter of 2025, subject to customary closing conditions.

Previous report

decrease from performance-based fees, primarily in our liquid alternative strategies, partially offset by a $12.2 million or 1%

Previous report

Net income (controlling interest)decreased $77.4 million or 52% for thethree months ended March 31, 2025. This

Previous report

interest and a $42.2 million decrease in Equity method income (net). These decreases were partially offset by a $28.6 million

Previous report

Our Adjusted EBITDA (controlling interest)decreased $31.6 million or 12% for thethree months ended March 31, 2025,

Previous report

primarily due to a$201.2 million or 14% decrease in aggregate fees.

Previous report

income (controlling interest)decreased $28.0 million or 15%, primarily due to a$31.6 million decrease in Adjusted EBITDA

Previous report

(controlling interest) and a $4.2 million increase in Interest expense attributable to the controlling interest. These decreases

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were partially offset by a $10.1 million decrease in current and other deferred taxes attributable to the controlling interest.

Previous report

intangible amortization and impairmentsand tax, in Equity method income (net).

Previous report

expense. These decreases were partially offset by a $5.0 million increase in compensation accruals.

Previous report

primarily due to a $1.8 million increase in distribution and investment-related expenses, principally as a result of the increase in

Previous report

Intangible amortization and impairments increased $76.0 million for thethree months ended March 31, 2025, primarily due

Previous report

Our equity method revenue decreased $197.9 million or 20% for thethree months ended March 31, 2025, due to a $221.0

Previous report

million or 22% decrease from performance-based fees, primarily in our liquid alternative strategies, partially offset by a $23.1

Previous report

method Affiliate average assets under management, primarily in our liquid alternative strategies, partially offset by changes in

Previous report

primarily due to a $1.8 million decrease in amortization expense related to certain definite-lived assets being fully amortized

Previous report

lived acquired client relationships. These decreases were partially offset by a $0.2 million increase in amortization expense due

Previous report

Investment and other income decreased $6.4 million or 36% for thethree months ended March 31, 2025, primarily due to a

Previous report

compensation and uncertain tax positions for the three months ended March 31, 2025.

Previous report

Net income (controlling interest)decreased $77.4 million or 52% for thethree months ended March 31, 2025, primarily

Previous report

$(0.0) million and$1.5 million for thethree months ended March 31, 2024 and 2025, respectively.

Previous report

foreseeable future. We anticipate that our current cash balance, cash flows from operations, proceeds from sales of our

Previous report

million from 2028 through 2029, and$7.1 million thereafter.
Reworded paragraphs (122)

Previous wording

March 31, 2025, our aggregate assets under management were approximately$712 billion across a diverse range of private

Current wording

June 30, 2025, our aggregate assets under management were approximately $771 billion across a diverse range of private

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private markets manager specializing in industrial logistics real estate assets. Following the close of the transaction,

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private markets manager specializing in industrial logistics real estate assets, and in the second quarter of 2025 we completed

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In May 2025, we completed a minority investment in Verition Fund Management LLC (“Verition”), a global multi-

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our minority investment in Verition Fund Management LLC (“Verition”), a global multi-strategy investment firm. Following

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In May 2025, we entered into an agreement to acquire a minority equity interest in Qualitas Energy, a renewables-

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In the second quarter of 2025, we entered into an agreement to acquire a minority equity interest in Qualitas Energy, a

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focused global infrastructure manager specializing in energy transition. Following the close of the transaction, Qualitas

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renewables-focused global infrastructure manager specializing in energy transition. Following the close of the transaction,

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Energy partners will continue to hold a majority of the equity of the business and direct its day-to-day operations. The

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Qualitas Energy partners will continue to hold a majority of the equity of the business and direct its day-to-day operations.

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transaction is expected to close duringthe fourth quarter of 2025, and is subject to customary closing conditions. The

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The transaction is expected to close in the fourth quarter of 2025, subject to customary closing conditions. The financial

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financial results will be recognized in the Consolidated Financial Statements one quarter in arrears.

Current wording

results will be recognized in the Consolidated Financial Statements one quarter in arrears.

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In May 2025, we entered into an agreement to sell our equity interest in Peppertree Capital Management, Inc.

Current wording

In July 2025, we completed the previously announced sale of our equity interest in Peppertree Capital Management, Inc.

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TPG Inc. (“TPG”), a public company listed on the Nasdaq Global Select Market. Pursuant to the terms of the agreement, we

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Nasdaq Global Select Market. Pursuant to the terms of the transaction agreement with TPG, under which we and each of the

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the equity of the business and direct its day-to-day operations.

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Montefiore partners will continue to hold a majority of the equity of the business and direct its day-to-day operations. The

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(“Peppertree”), our Affiliate accounted for under the equity method, as part of the announced acquisition of Peppertree by

Current wording

Affiliate accounted for under the equity method, as part of the announced acquisition of Comvest’s private credit business by

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Affiliates. For certain of our Affiliates accounted for under the equity method, we report the Affiliate’s aggregate fees one

Current wording

reimbursements paid by the underlying products. For certain of our Affiliates accounted for under the equity method, we report

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quarter in arrears. Aggregate fees are provided in addition to, but not as a substitute for, Consolidated revenue or other GAAP

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the Affiliate’s aggregate fees one quarter in arrears. Aggregate fees are provided in addition to, but not as a substitute for,

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private markets and liquid alternatives), as evidenced by our net inflows in this category, but our equity strategies experienced

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private markets and liquid alternatives), as evidenced by our net inflows in this category, and our equity strategies experienced

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The following table presents changes in our assets under management by strategyfor thethree months ended March 31,

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The following tables present changes in our assets under management by strategy for thethree andsix months ended

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(1)Past performance is not indicative of future results. Performance and AUM information is as of March 31, 2025 and is

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(1)Past performance is not indicative of future results. Performance and AUM information is as of June 30, 2025 and is based

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based on data available at the time of calculation. Product returns are sourced from Affiliates while benchmark returns are

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on data available at the time of calculation. Product returns are sourced from Affiliates while benchmark returns are

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Aggregate fees consist of asset- and performance-based fees of our consolidated and equity method Affiliates. Asset-based

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Aggregate fees consist of asset- and performance-based fees of our consolidated and equity method Affiliates. In the case

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fees include advisory and other fees earned by our Affiliates for services provided to their clients and are typically determined

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the underlying products. Asset-based fees include advisory and other fees earned by our Affiliates for services provided to their

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as a percentage of the value of a client’s assets under management, generally inclusive of uncalled commitments. Asset-based

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clients and are typically determined as a percentage of the value of a client’s assets under management, generally inclusive of

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fees are generally impacted by the level of average assets under management and the composition of these assets across our

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uncalled commitments. Asset-based fees are generally impacted by the level of average assets under management and the

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strategies with different asset-based fee ratios. Our asset-based fee ratio is calculated as asset-based fees divided by average

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composition of these assets across our strategies with different asset-based fee ratios. Our asset-based fee ratio is calculated as

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period because they inherently depend on investment performance. As of March 31, 2025, approximately 28% of our total

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period because they inherently depend on investment performance. As of June 30, 2025, approximately 28% of our total assets

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assets under management could potentially earn performance-based fees. These percentages were approximately 12% and 48%

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under management could potentially earn performance-based fees. These percentages were approximately 12% and 48% of our

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of our assets under management for our consolidated Affiliates and Affiliates accounted for under the equity method,

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assets under management for our consolidated Affiliates and Affiliates accounted for under the equity method, respectively.

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respectively. We anticipate performance-based fees will be a recurring component of our aggregate fees; however we do not

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We anticipate performance-based fees will be a recurring component of our aggregate fees; however we do not anticipate these

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anticipate these fees to be a significant component of our Consolidated revenue as these fees are predominately earned by our

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fees to be a significant component of our Consolidated revenue as these fees are predominately earned by our Affiliates

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compared to thethree months ended March 31, 2024. The decrease in our aggregate fees was due to a $213.4 million or 15%

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compared to thethree months ended June 30, 2024. The increase in our aggregate fees was due to a $108.4 million or 10%

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or 3% decrease from asset-based fees, partially offset by a $7.6 million or 2% increase from performance-based fees, primarily

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increase from asset-based fees, partially offset by a $33.0 million or 3% decrease from performance-based fees, primarily in our

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management, primarily in our private markets and liquid alternative strategies, partially offset by changes in the composition of

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management, primarily in our private markets and liquid alternative strategies, and changes in the composition of our assets

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Aggregate fees were$1,270.4 million for thethree months ended March 31, 2025, adecrease of$201.2 million or 14% as

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Aggregate fees were$2,443.9 million for thesix months ended June 30, 2025, adecrease of$125.8 million or 5% as

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decrease in Income tax expense attributable to the controlling interest.

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was primarily due to a $47.5 million increase in Equity method income (net) and a $7.3 million decrease in Income tax expense

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decrease was primarily due to a $62.4 million increase in Intangible amortization and impairments attributable to the controlling

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was primarily due to a $61.6 million increase in Intangible amortization and impairments attributable to the controlling interest

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because it represents our performance before non-cash expenses primarily related to our acquisition of interests in Affiliates and

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because it represents our performance before non-cash expenses relating to the acquisition of interests in Affiliates and

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improves comparability of performance between periods. For thethree months ended March 31, 2025, our Economic net

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improves comparability of performance between periods. For thethree months ended June 30, 2025, our Economic net income

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Our Consolidated revenue decreased $3.3 million or 1% for thethree months ended March 31, 2025, due to a $10.9 million

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Our Consolidated revenue decreased $7.1 million or 1% for thethree months ended June 30, 2025, due to a $7.9 million or

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in our private markets strategies. The decrease in asset-based fees was principally due to changes in the composition of our

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private markets strategies. The decrease in asset-based fees was principally due to changes in the composition of our assets

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assets under management, partially offset by an increase in our consolidated Affiliate average assets under management,

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under management, partially offset by an increase in our consolidated Affiliate average assets under management, primarily in

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Compensation and related expenses decreased $10.1 million or 4% for thethree months ended March 31, 2025, primarily

Current wording

Compensation and related expenses increased $48.4 million or 22% for thethree months ended June 30, 2025, primarily

Showing the first 40 of 122 pairs. Open the source sections for the rest.

Rearranged current paragraphs (21)

Current report — wording carried from elsewhere

(“Peppertree”), as part of the announced acquisition of Peppertree by TPG Inc. (“TPG”), a public company listed on the

Current report — wording carried from elsewhere

In July 2025, we entered into an agreement to acquire a minority equity interest in Montefiore Investment

Current report — wording carried from elsewhere

Consolidated revenue or other GAAP performance measures.

Current report — wording carried from elsewhere

asset-based fees divided by average assets under management.

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accounted for under the equity method.

Current report — wording carried from elsewhere

liquid alternative strategies. The increase in asset-based fees was principally due to an increase in our average assets under

Current report — wording carried from elsewhere

compared to thesix months ended June 30, 2024. The decrease in our aggregate fees was due to a $246.4 million or 10%

Current report — wording carried from elsewhere

management, primarily in our private markets and liquid alternative strategies.

Current report — wording carried from elsewhere

fees, primarily in our private markets strategies. The decrease in asset-based fees was principally due to changes in the

Current report — wording carried from elsewhere

composition of our assets under management, partially offset by an increase in our consolidated Affiliate average assets under

Current report — wording carried from elsewhere

management, primarily in our private markets strategies.

Current report — wording carried from elsewhere

primarily due to a $9.6 million increase in professional fees.

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fully repaid during the third quarter of 2024.

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There were no significant changes to Other expenses (net) for thethree months ended June 30, 2025.

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(1)Percentage change is not meaningful.

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method revenue, net on a percentage basis primarily due to an increase in earnings at certain Affiliates in which we share in

Current report — wording carried from elsewhere

definite-lived assets being fully amortized.

Current report — wording carried from elsewhere

Note 9 of our Consolidated Financial Statements.

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amortization expense due to an increase in actual and expected client attrition for certain definite-lived acquired client

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definite-lived assets being fully amortized.

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30, 2024. The decrease in the tax rate (controlling interest) was primarily due to an expense to reduce the carrying value of an
Rearranged previous paragraphs (5)

Previous report — wording carried elsewhere

Affiliates accounted for under the equity method.

Previous report — wording carried elsewhere

primarily in our private markets strategies.

Previous report — wording carried elsewhere

the composition of our assets under management.

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general partner commitments, and other strategic investments.

Previous report — wording carried elsewhere

occurred under the equity distribution program.