Selene Oh - Affiliated Managers Group, Inc. Sean M.

Healey - Affiliated Managers Group, Inc. Nathaniel Dalton - Affiliated Managers Group, Inc.

Jay C. Horgen - Affiliated Managers Group, Inc.

Alexander Blostein - Goldman Sachs & Co. LLC Michael Carrier - Bank of America Merrill Lynch Robert Lee - Keefe, Bruyette & Woods, Inc.

Craig Siegenthaler - Credit Suisse Securities (USA) LLC Daniel Thomas Fannon - Jefferies LLC William Raymond Katz - Citigroup Global Markets, Inc. Brian Bedell - Deutsche Bank Securities, Inc.

Christopher Shutler - William Blair & Co. LLC

Thank you for joining AMG to discuss the results for the second quarter of 2017. In this conference call, certain matters discussed will constitute forward-looking statements.

Actual results could differ materially from those projected due to a number of factors including, but not limited to, those referenced in the company's Form 10-K and other filings we make with the SEC from time to time. We assume no obligation to update any forward-looking statements made during the call.

AMG will provide on the Investor Relations section of its website at www.amg.com, a replay of the call and a copy of our announcement of our results for the quarter, as well as a reconciliation of any non-GAAP financial measures to the most directly comparable GAAP financial measures, including a reconciliation of any estimates of the company's economic earnings per share for future periods that are announced on this call. With us on the line to discuss the company's results for the quarter are Sean Healey, Chairman and Chief Executive Officer; Nate Dalton, President and Chief Operating Officer; and Jay Horgen, Chief Financial Officer.

With that, I'll turn the call over to Sean Healey.

Thanks, Selene, and good morning, everyone. AMG reported strong results for the second quarter, including economic earnings per share of $3.33 and record assets under management of $772 billion, a 19% increase over the year-ago quarter.

Our results reflect ongoing momentum across all aspects of our business, including the continued excellent investment performance of our Affiliates, positive organic growth from net flows, and the impact of new Affiliate partnership. During the quarter, our Affiliates generated positive net client cash flows of $1.8 billion, with strong new business momentum across a broad array of global equity and alternative strategies partially offset by net outflows in U.S.

equity. Looking ahead, we see increasing demand for our global and emerging market equity product, as well as for our diverse set of alternative strategies.

Our track record of positive organic growth for each of the past five years reflects the consistently strong investment performance generated by our Affiliates across a wide range of attractive alpha-oriented product area. Against the backdrop of rising global equity markets, our long-only equity Affiliates continue to generate excellent investment performance, especially in global and emerging market equities.

Given improving underlying fundamentals in many non-U.S. markets, we see ongoing opportunities for growth in these product areas.

Separately, while returns of most alternative strategies in the industry did not match the recent gains in the equity market, as Nate will describe, across a broad set of alternative products, our Affiliates continue to generate strong performance in their respective strategies. Focusing on alternatives for a moment, we believe that AMG's wide array of liquid and illiquid alternative strategies, many of which are uncorrelated with equity markets, both enhances the balance and stability of AMG's earnings stream, while also positioning us ahead of strong and enduring client demand trend.

Clients recognize the competitive advantages that focus boutique managers have in generating excess return, especially in alternative strategies, but are also increasingly concentrating their alpha-oriented relationships with the more limited number of managers offering the highest quality specialized products. With one of the largest and most diverse sets of alternative product in the industry, managed by leading Affiliates such as AQR, ValueAct, BlueMountain, Winton, Capula, Pantheon, EIG, and Baring Private Equity Asia; AMG is well-positioned to continue to generate strong organic growth from our liquid and illiquid alternative products.

AMG's global distribution strategy provides global investors with access to best-in-class boutique firms and alpha-oriented product areas with attractive secular growth opportunities, combined with the scale, resources and risk management of a global asset management partner with end market client service and a single point of contact. Our strategy allows us to leverage our scale on behalf of Affiliates in areas where scale is a benefit, but importantly, AMG's partnership approach protects the unique investment culture of each Affiliate and the close alignment of client interests.

We believe that this combination of scale and breadth of products, together with excellent alpha generation by focused specialist managers offers unique advantages. Together with our Affiliates, we are increasingly building strategic relationships spanning multiple Affiliates and asset classes.

With the largest institutional clients and intermediaries around the world, and we believe that represents a tremendous opportunity for future growth. Finally, given the growing scale of our business, our strong recurring free cash flow is an increasing source of shareholder value.

We continue to have an outstanding opportunity to add excellent new Affiliates, further enhancing the diversity of our Affiliate group and product offering. With our unmatched competitive position and track record as the partner of choice to leading boutique firms over the past 2.5 decades, we're confident in our ability to execute on our substantial forward opportunity set and generate meaningful incremental earnings growth through accretive new Affiliate investment.

In addition, we remain committed to consistently returning capital to our shareholders through our quarterly cash dividend, which we initiated earlier in the year, as well as through share repurchases. Looking ahead, we are well-positioned to continue to enhance the scale, diversity and earnings power of our business, and build long-term shareholder value.

With that, I'll turn it to, Nate to discuss our Affiliates results in more detail.

Thanks, and good morning, everyone. As Sean said, we generated good organic growth in the second quarter, and our Affiliates continue to extend their excellent investment performance and track record across a broad range of alternative and traditional active equity products, especially in global and emerging markets.

I'll cover our performance in more detail in a moment, but first, let me review a couple of themes in the quarter that we believe will continue to endure. First, alternatives continue to experience very good demand and sales activity across the most strategies and client types.

Second, within traditional active equity category, we see continued demand for global, international and emerging market equity strategies offset by ongoing weakness in U.S. equities.

Obviously, these trends align very well with our overall strategic positioning and focus. Now, in general, we were pleased with our net client cash flows for the quarter, despite a handful of items I'll highlight in a bit that masked even better underlying flow trend.

Looking ahead, we see the potential for significant future organic growth across our business, given the combination of our strategic positioning, and the strength of our Affiliates track record in these areas. Now, turning to the details for the quarter.

As a reminder, our product categories include alternatives; global equities, including both developed and emerging markets; U.S. equities; and multi-asset and other strategies.

In addition, we'll continue to discuss our alternative products at the sub-category level to dimension underlying return and flow dynamics that are lost at the aggregate level. Now, starting with our alternative strategies, which account for 38% of our business by asset; within private equity and real assets, our Affiliates, including Baring Asia, EIG and Pantheon continue to maintain good long-term track records across their flagship offering.

As we enter a significant capital raising cycle starting in the third quarter, these historical investment returns combined with very strong underlying demand from many of their strategies will drive organic growth for these firms for the coming quarter. In addition, these firms are working to enhance and broaden their product set, which over time will produce additional significant growth opportunities.

Now, on fixed income and equity relative value, major indices posted positive returns in the quarter as indicated by the HFRI Relative Value Index with a 0.5% return, the HFRI Equity Hedge Index with a 2.1% return, and the HFRI Event-Driven Activist Index with a 2.6% return. Performance across our Affiliates was generally good on an absolute basis, but a bit more mixed on a relative basis.

Our largest products in this area, including the AQR, BlueMountain, Capula and ValueAct continue to maintain excellent longer-term relative performance record. Within our multi-strategy and other category, most indices were slightly positive for the quarter as indicated by the HFRI Fund Weighted Composite return of 1.1%.

Against that backdrop, most of our Affiliate strategies generated good absolute and relative returns in the quarter. The majority of AQR's and all of First Quadrant's largest strategies in the category, including multi-asset dial (09:49) premia, tactical currency and risk parity strategies produced solid positive returns benefiting from continued broad portfolio positioning in the quarter.

In our systematic diversified category, the SocGen Trend Index fell by 5% as mostly flat to positive performance across the industry turned negative for the quarter as trends reversed in the last week of June. Against that backdrop, each of our largest systematic diversified strategies outperformed the index, albeit posting negative absolute returns for the quarter.

In addition, our Affiliates have a number of other diversifying strategies within the category that performed very well and are beginning to gain traction. Turning to flows in our alternatives category in the quarter, we continue to produce good organic growth with $4.8 billion in net inflows.

This was supported by a pickup in institutional sales and continued solid retail sales. Looking at the quarter on a subcategory basis, we saw good flows in both the fixed income and equity relative value as well as the multi-strategy and other subcategories, notwithstanding the meaningful return of capital by ValueAct in the period.

Net flows across our private equity and more illiquid product set were only slightly positive in the quarter, but as I mentioned earlier, we are entering a period of more meaningful fundraising across this product set starting in the third quarter of this year. Finally, we had a challenging net flow quarter in the systematic diversified subcategory, as weak performance against strong traditional market betas in recent quarters resulted in some net redemption activity.

That said, sophisticated institutional and retail platform investors continue to believe these returns seem to represent an important, diversifying allocation in portfolios as they provide uncorrelated return, and they have the potential to perform very well in a strongly negative trending market. Moving to our global equities category, which accounts for approximately 35% of our business by asset, it was a strong quarter for global developed markets with the MSCI World Index returning 4.2%.

Our Affiliates generated excellent results in the quarter as well with the flagship strategies from AQR, Harding Loevner, TimesSquare, Trilogy, Tweedy, Browne and Veritas all outperforming the benchmarks. Emerging market indices also posted strong returns with the benchmark MSCI Emerging Markets Index up 6.4% in the quarter.

Among our Affiliates, the flagship products at AQR, Harding Loevner and Trilogy outpaced the index, but Genesis lagged for the quarter, but still maintains a very good long-term track record. Turning to flows within global equities, we had $200 million in net inflows as sales activity improved across each of our client types.

Looking ahead, AMG's largest Affiliates; AQR, Artemis, Genesis, Harding Loevner, Tweedy, Browne and Veritas, all continue to maintain excellent long-term track records. In addition, a number of other Affiliates have been building their global investment capabilities with excellent products that are gaining traction.

Turning next to U.S. equities, which accounts for 14% of our business by assets, market performance was positive and large cap and growth stocks continue to outpace small and value stock.

For the quarter, the S&P 500 returned 3.1%, while the Russell 2000 Index returned 2.5%. Our performance was particularly strong in less efficient areas of the market, such as small cap, an area where several of our Affiliates, including GW&K, River Road and TimesSquare all outperformed.

On the large cap side, Yacktman's flagship underperformed last quarter but has an outstanding long-term track record. Within U.S.

equities, we saw $3.2 billion in net outflows, in line with industry-wide trends, but overall, even including a significant one-off institutional redemption, we saw continued improvement relative to recent quarters. While there's a continued move towards formulaic exposures for the U.S.

equity portion of portfolios, we believe true alpha-oriented U.S. equity managers will continue to produce excess return, which in turn will drive client demand, especially following the next period of significant volatility.

Finally, turning to our multi-asset and other category, which accounts for 13% of our business by assets and encompasses multi-asset and balanced mandates in our wealth management Affiliates, as well as a number of specialty fixed income and multi-asset products. In the category, we produced net inflows of $55 million, and we continue to see good sales activity, especially for high net worth investors.

Performance from most of the products in this category remained good versus our peers, and the customized portfolios of wealth management Affiliates continue to gain traction among a very diverse set of ultra-high net worth clients. Now, while the broader investment management landscape faces a number of challenges, we believe that the business we have built is very well-positioned.

Together with our Affiliates, we are one of the largest providers of alpha-oriented alternative and active global and emerging markets equity strategies in the world. The combination of focused excellence by our Affiliates, and the scope and scale of a global asset manager provides us with a number of significant opportunities to continue to improve how we together meet the evolving needs of clients.

As we do that, we will continue to both enhance our position as the partner of choice to the best boutiques in the world, and drive significant organic growth across our Affiliate group. With that, I'll turn it to Jay to discuss our financials.

Thank you, Nate. As Sean discussed, our second quarter results reflect a substantial increase in the earnings power of our business as we ended the quarter with record assets under management of $772 billion, reflecting strong organic growth from positive net client cash flows and markets as well as the impact of our 2016 new investment.

As you saw in the release, we reported economic earnings per share of $3.33 for the second quarter, which included net performance fees of $0.13. On a GAAP basis, we reported earnings per share of $2.22.

Turning to our performance metrics, for the second quarter, aggregate revenue, which is the sum of our GAAP revenue and our equity method revenue, grew 23% to $1.2 billion from a year ago, driven primarily by strong markets and organic growth in alternatives, together with the full effect of our 2016 new investment. The ratio of aggregate revenue to average assets under management increased year-over-year from 62 basis points to 64 basis points, reflecting slightly higher performance fees.

Excluding performance fees, we also saw a modest increase in the ratio as our mix shifted to higher fee alternative products from net flows and the addition of new investment. Adjusted EBITDA grew 16% to $254.8 million from a year ago, reflecting the mix between consolidated and equity method Affiliates.

Economic net income grew 13% to $188.7 million from a year ago, reflecting strong growth in adjusted EBITDA offset by higher cash tax rate in the quarter. Finally, economic earnings per share increased to $3.33 from $3.07 from a year ago, which includes a modest increase in share count.

Turning to more specific modeling items for the second quarter; the ratio of adjusted EBITDA to average assets under management was 13.3 basis points or 12.6 basis points excluding performance fee. In the third quarter, we expect this ratio to be approximately 12.7 basis points, reflecting a more modest level of performance fees in the range of $0.01 to $0.03 per share, which is typical in the third quarter.

With regard to our taxes, our effective GAAP tax rate was 32.5%, and our cash tax rate was 22.2% in the second quarter. Going forward, for modeling purposes, we expect our GAAP tax rate to be approximately 33%, and our cash tax rate to be approximately 21%.

Intangible related deferred taxes for the second quarter were $19.1 million. In the third quarter, we expect this number to increase to $21 million.

Our share of reported amortization for the second quarter was $40.9 million, which includes $24 million of amortization from Affiliates accounted for under the equity method. For the third quarter, we expect our share of amortization to remain at approximately $41 million.

Our share of interest expense for the second quarter was $22.4 million. In the third quarter, we expect our share of interest expense to decrease to approximately $21 million, which reflects the retirement of our senior bond in August.

Other economic items for the second quarter were $2.4 million. For modeling purposes, we expect other economic items to be approximately $1 million per quarter.

Our adjusted weighted average share count for the quarter was 56.5 million, and we expect it to be 56.4 million for the third quarter, reflecting the full impact of our Q2 share repurchases. Finally, turning to our balance sheet.

Reflecting the scale and diversity of our business, we were upgraded by S&P in June and are now rated A3/A-. In the second quarter, we also paid a cash dividend of $0.20 per share, and repurchased $120 million in shares to bring our total to $200 million in the first half of 2017.

Looking forward to the second half of the year, we will retire our $200 million senior bond in August, which will be accretive to earnings given its relatively high cost, and also anticipate additional share repurchases of up to $100 million by year-end. With record assets under management of $772 billion, together with the increased earnings power of our business of approximately $1.2 billion in run rate EBITDA, we are well-positioned to generate substantial shareholder value through the execution of our growth strategy, and the consistent return of capital to shareholders in the future.

Now we'll be happy to answer your questions.

Great. Hey, guys.

Good morning.

Good morning.

So Jay, maybe a couple of questions, just around the P&L dynamics this quarter. I guess, if we look at the operating income on a four-year consolidated Affiliates, you guys are putting up revenues up slightly, but expense is essentially flat.

A little, I guess, inconsistent with what we've seen previously, so just maybe some color on what's going on there would be helpful.

Yeah, well, obviously you know, Alex, that quite a bit of our operating income comes from income from equity method. So that will not be included in the revenue line.

But when you look at it on an aggregate basis, both GAAP revenue and equity method revenue, you'll see, increase is about 23%. So about 7% comes from GAAP and something much higher than that comes from every method that makes this 23%, translating into an EBITDA growth rate of about 16%.

As it relates to operating expenses, most of those operating expenses are for the account of our Affiliates, you'll see a slight decrease in the SG&A line, mainly because of FX at our non-U.S. Affiliates, again that's for their account.

We've done a pretty good job here at the holding company, holding our expenses constant year-over-year, so really, we're experiencing some margin albeit small as it relates to AMG. And so when you look at it on an EBITDA basis, which is really our top line, you see quite a bit of growth.

Thanks, guys. Just wanted to get an update – just given that you've been active on the buyback front, and then, you're paying down some of the debt, just on the opportunity for additional managers out there, and maybe just the environment, what you're seeing, given maybe where market levels are, kind of some of the shifting trends in the industry, increasing regulation, how do you kind of see that outlook playing out over the next couple years?

Sure. Well, we continue to have an excellent pipeline as we indicated.

I would say that, given the phenomenon which continues, I think, driven as much by uncertainty in macroeconomic and geopolitical environment of the highest quality boutiques being relatively less active, and so, as you think about that in the short-term, it means that our deal activity this year is going to be more back-end loaded, and even into next year. But with the medium to long-term, our opportunity to build and diversify our business through investments and additional Affiliates is just tremendous.

Even in a period which is, I should say, a matter of months at this point, where we're announcing fewer transactions, we're continuing to build relationships with some amazing firms, and given the inevitability of demographics, it's just a question of when, not if we proceed with investments in the set of outstanding boutique firms with whom we build relationships. And our competitive position is better than ever as scale, stability, especially permanence relative to private equity vehicles, and the real strategic capabilities we offer become even more important.

So we remain extraordinarily optimistic about the contribution from new investments.

Great. Thanks.

Good morning, everyone. Hi.

Maybe a question for Nate. Is it possible to kind of, with the fundraising cycle I guess you're entering this quarter with a bunch of your Affiliates, is it possible to kind of scale that in the aggregate and kind of what your current thoughts are about fundraising, and then should we think of this as kind of an 18-month kind of cycle?

And then maybe, on the flipside, were there noticeable realizations from some of these kind of noticeable in your flows this quarter or maybe year-to-date?

Okay. Yeah, so let me take that in a little bit of reverse order.

So I think, as it relates specifically to this quarter, I don't think there was anything I'd sort of call out from either a honestly specifically fundraising or realization standpoint on what we've thought about as sort of the illiquid book. And so, then maybe then moving to the bulk of your question, and what I'll do is, I'll answer it in terms of the pipeline overall, including the illiquids, and I think that's an important way to think about it, and you'll understand it as I go through this.

So if you think of the pipeline overall, we feel really good about the activity levels, and it's mostly consistent with the underlying trends we've talked about, often global. And there's a little bit of overlap in the way I'm describing that between illiquids and which I'll come back to.

But even outside of the illiquids, the number of searches, RFPs kind of consistent with history, and all that. But the thing that's really interesting about the pipeline right now is the magnitude of some of the pieces of business, sort of in the late phase of that pipeline.

It's not really just one thing; it's sort of a pretty couple of handfuls of things across Affiliates, across geographies, across client type. And so, while we always talk about the kind of inherent lumpiness of the institutional business, there's really some very large piece of business in the pipeline, and some of that speaks to the scale and breadth of the largest Affiliates, and their capabilities, some of it speaks a little bit to some of the strategic conversations that you've heard Sean reference in the prepared remarks.

And it also supports and points to, we think, a little bit this idea that people are kind of consolidating relationships. So some of these may include illiquid and liquid, also for example are illiquid in the global equity piece.

So it's really some of that kind of good broadening out that we've been talking about. Now, so specifically on the illiquid side, as we've started mentioning a couple quarters ago, in the third quarter, we're entering this, what we've talked about as a significant cycle of fundraising in the number of flagship products, as well as obviously some newer products seem to be – that are coming to market at roughly the same time.

And then, in terms of dimensioning it, what I'd say is, we feel really good about and delivering on, yeah, we've sort of talked about a $10 billion net number over this next kind of, 12-plus months, here. But I would say, if anything, it's feeling good about that, and maybe a little of upward bias to it.

But then the reason I'm sort of pushing on this idea of whether we should talk about it as a cycle or not is, it's sort of feeling that way going into it, but we're also starting to get visibility beyond kind of that end that we put into when we were saying 12 to 18 months. So as more products; both as products are building and then as people are building capabilities, and as people are building their separately managed account capabilities in some cases into these broader relationships we're talking about, it kind of feels like a cycle going in, but it may – we don't think that's really the right way to think about it in terms of the back-end, we only (27:15) think it continue.

Thanks. Good morning.

Good morning.

So in 2Q results, for a lot of your peers, we learned that a lot of them were forced to spend more, really investing in areas like technology. How is AMG impacted by this trend as a lot of the raised costs at your Affiliates may not be passed back to AMG due to the rev share structure?

But is AMG also working on some centralized initiatives at the holding company that it can actually scale across the Affiliates?

Well, we've made material investments in global distribution and compliance, really since the financial crisis; and that continues, but not in a way, I would say, that is fundamentally different now. Indeed, we believe that our scale in both of these areas is a strength, and at this point, Nate and I both have mentioned the increasing opportunities we see with the largest global institutional clients and intermediaries, and the way in which we're building relationships and increasingly seeing traction from those relationships.

Across the industry, there are obviously areas which are more process-oriented, which are more impacted by these issues. We have a predominately institutional business, where the clear distinguishing competitive advantage is around alpha generation in these specialized strategies.

And that's the clear focus. So we of course continue, as our Affiliates do, to invest in the business, but the focus is on leveraging the outstanding alpha generation across specialized products and leading with that as opposed to some of the considerations that perhaps peer companies are talking about.

Thanks. Good morning.

I guess, Jay, if you could kind of update us on your outlook, and kind of midway through the year, I know that you're only doing guidance annually, but maybe talk about some of the broader assumptions versus the actuals through the first half of the year, and then think about performance fees at this point in the year, and looking towards, obviously fourth quarter being the big component of that.

Yeah, thanks, Dan. So I guess, first just starting from the press release, you can see we began the third quarter at $772 billion, and that was a record.

We actually kind of had momentum all the way through to the end. Our average AUM for the quarter was only $764 billion, so we were already a spot rate up, about 1%, as we ended the quarter, which is a carryforward.

And then since that time, so far in the third quarter we're up another 1.5%, so bringing our year-to-date market blend to a little over 8%. So in addition to that carryforward in the quarter and another 1.5%, and as you know, our model convention is 2% for a quarter, so we're experiencing higher market levels through July than our convention.

And I think most people are tracking that. The other two main assumptions that impact 2017's economic earnings per share are performance fees and capital, capital deployment.

And as you had mentioned, the majority of our performance fees crystallize in the fourth quarter, just noting that year-to-date we've had $0.31 of performance fees, but the majority is still crystallize in the fourth quarter. It's still early I think, it's still only July, but you can see from our AUM table under market changes for alternative managers that in total the combined mix of our alternative products have posted kind of more modest returns year-to-date.

But when you look at it more granularly, which Nate did, it's really, most of our alternative categories are experiencing positive performance with just the systematic diversified category being down, so that's kind of a mix issue. And as you also heard from Nate, we continue to see strong performance across a number of our products, especially in the relative value and multi-strat categories.

Again, just still early to predict. On capital deployment, consistent with our expectations for the first half of the year, we did repurchase $200 million.

As we've told people, we are going to retire $200 million of our senior bonds, that'll be accretive $0.05 this year. It's more of a $0.14 run rate accretion for next year.

We anticipate repurchasing another $100 million, as you heard me say in the prepared remarks, by year-end. Given that timing, it will only have a modest impact on 2017, but it's probably worth a couple of pennies.

Okay. Thanks very much for taking the question.

Good morning, everybody. Just coming back to capital management for a moment, I guess I'm a little surprised not to see a little bit more of a buyback given what sounds like a bit of a push-out on deal activity.

And then within the deal activity, I was just a little bit curious, Sean, a number of your peers are talking about the fact that companies of the sort of $10 billion to $30 billion of size are losing traction in a post-deal (32:54) world, sort of more consolidated world. Does that shift your focus from an acquisition strategy a little bit more tilted towards alts?

Sort of curious your latest thinking on that. Thank you.

I'll start with the second part of your question, which is – and I'm not sure what context you're referring to. I think we see outstanding boutique firms in – certainly in the alternative category, but also more broadly across long-only equity categories, especially global and emerging market equities.

And so for us it is really all about finding complete firms with outstanding track records of alpha generation. And we absolutely believed and we see and happily have partnered with a number of firms in the size range you describe which have an enduring opportunity to generate organic growth and create additional franchise value.

So we feel very good about that. The very short-term opportunity set and the cycles around that I think is something we've seen before and says really nothing about the tremendous medium to long-term opportunity.

And with respect to capital deployment, as we've said, we see all elements given our scale today, coming into play. And you've seen that – if you look over any rolling period over the last five years really, you see substantial new investment activity, return of capital through share repurchase and now a dividend.

And obviously, to the extent we have additional opportunities as Jay described to pay down expensive debt, then we'll reduce leverage and build capacity for further future deployment.

Hi, thanks. Good morning, folks.

Nate, maybe just to circle back on some of the flow commentary, appreciate the $10 billion in net new investments. When you say net new capital raising, are you including realizations in that number?

And then, if not, if you could just comment on sort of your view on realizations in the private equity firms? And then, you mentioned a return of capital from ValueAct; if you could size that and the large – I think, you cited a large redemption within institutional U.S.

equities?

Okay. So, let me start with back one.

I think we're not – of course, I think we're not going to be able to give you the precise amount. I think the two lumpy – or the two redemptions we talked about in the prepared remarks, both the ValueAct one and the other specific U.S.

equity one, look, they definitely impacted it; but I think I'm not – there's not much more that we're going to say beyond that. I think moving to the $10 billion; that was a net number.

So when we gave it, and until today, the color that I gave around feeling that there's actually kind of upside to it; that was a net number. But I do want to reinforce the point, which is, it's really interesting how that number, how we're seeing really large opportunities, again, some of which actually incorporates some of those – what was in that $10 billion number plus other things.

But it's – yeah it's the base business excluding that, if you were going to look at it that way. We feel good about the pipeline fee, really some significant opportunities in the near end of the pipeline.

And then, yes, that $10 billion was a net number; and then, as I said before, if anything, kind of an upward bias to that. And then also, the back end of it, feeling less – may feel like a little bit like a cycle going into it, but the back-end of it, it seems like it's really expanding as the number of the firms that have these type of products have also continued to extend their investment capabilities as well.

And as well as not just investment capabilities, but also operational and distribution capabilities into new channels, and into new kind product packages, including separately managed accounts that will be more like evergreen.

Hi, guys. I was intrigued by the comments from both Sean and Nate around the broader strategic relationships and AMG helping their Affiliates.

Maybe just dive into that a little bit more, and talk about AMG is assisting in those efforts for some of these broader mandates?

Well, I'll start and ask Nate to add further context. I can't give you, for obvious reasons, specific examples, but already, and then as you heard us say on an increasing basis going forward, we're seeing the benefits of large sophisticated global institutional clients who are wanting to have stronger relationships, a narrower set of relationships, while simultaneously appreciating the benefit for the alpha portion of their product allocations, the benefit of access to a broad range of specialty products, both long-only as well as alternative, and within alternative, of course, the more diverse, the better including liquid and illiquid.

And that's – that I think is an enduring trend, and one that plays very much to the strength of our product set and the scale and diversity of our business. Do you want to add something to that, Nate?

Yeah, I agree with all of that. I think, if you sort of step back a little bit, and you've heard both of us talk about it before, we're at a place where you have a combination of many great asset managers, boutique asset managers – we talked a little bit in the prepared remarks about kind of focused excellence who are very, very good at a set of things.

And then you combine that with – and many firms are excellent in packaging and distribution into one or more channels, and that's fantastic, but you package that, you combine that with the opportunity to partner with us, if they want, in accessing additional markets and additional channels. And then, on the other side, the opportunity to go into channel partners, whether it's intermediaries, as Sean said, or whether it's large sophisticated end clients, institutional or retail, many of whom have global reach themselves.

And to be able to have conversations which allow them to see how they can access all of that or much of that or some of that, depending on their needs, of that capability easily and then partner with us on the other side in terms of how they make sure they can get all those return streams into what it is they're trying to achieve for themselves or for their clients and then hopefully our shared clients. Yeah, you put those together and then – and I think the other thing I'd add is that we do have a somewhat unique additional and increasingly recognized, from the client's perspective and I think the media's (40:40) perspective, a product development capability which is our continuing to add additional new Affiliates; and you've heard us talk about this in other settings as kind of that virtuous circle.

So bringing all of that to bear, and look, these are very long conversations; and almost partner-like conversation with the channel or with the end-users, and again, we've engaged in that for a while, and it's good to see some of those really gaining some traction.

Great. And thanks for taking my follow-up.

I just wanted – a couple of questions actually on the high net worth business. I mean, it's been a pretty – or at least the channel it's been pretty consistent source of inflows, I'm just curious, if you can maybe break that down a little bit more, how much of that is being driven by your RIA Affiliates versus maybe how much of that is a reflection of demand for SMAs in bigger distribution channels; just trying to get a little more feel for that, and kind of how you think about its sustainability?

Okay. So I think it was – so I think you understand the channel exactly right, and I think it's been pretty consistent contributions from both.

So if you sort of – as you saw, we had $800 million or so in net inflows, $4.3 billion (42:07) of gross sales, $3.5 billion (42:09) of redemption, a little bit underlying your question, I think this is now 14 straight positive quarters in a row for this channel. And in the quarter, it was both wealth management Affiliates generating positive net flows; and second quarter is not a traditionally especially strong quarter there, but it was a fine quarter for us and there's (42:35) to be clear, there's a little bit of seasonality there in the second quarter.

And then SMA flows were also positive; and for us, that's coming through particularly in global equities and municipal bonds. And looking ahead, we think we have good momentum on both sides, I do think we see a good kind of, you call it sort of a tailwind or something, a good tailwind in the separately-managed account market on major platforms; and there should be opportunity for us to continue sort of both driving sort of the global and international equities as well as muni bonds, and then also maybe broadening that out, I would say, kind of as a medium-term thing, especially if we can figure out ways to bring some of the more specialty, including alternative products into some of those platforms.

Obviously, the muni bond market has its own very specific dynamic, and we're participating well there. So I think, that's where I'd say so, has been a strong, stable kind of contributor, and we see that continuing.

Thanks for taking my follow-up also. Can you describe the $3.4 billion reduction in that high net worth channel (43:57) that's the transfer of assets from Forbes Family Trust to Wealth Partners Capital Group, can you describe exactly what's going on there?

Sure. In the quarter, we restructured our wealth management business in the following way.

First, the $40 billion of scale boutique wealth management Affiliates remains with absolutely no change, but the team that was focused on building that business, some of which stayed with, but some went to start a new business that is focused on smaller wealth management firms with an underlying aggregation strategy. And I think there's every chance of success for that business, and by contributing our Forbes interest, we took back a minority interest in this new entity.

But the new entity, to be clear is independent, and really doing things that are less a fit with AMG's core business. I think, over time, we will absolutely make incremental investments in scale boutique wealth management firms, but at the moment, the pricing in the M&A environment strikes us as uneconomic, and in many cases driven by an influx of new competitors.

And so, for the moment, we'll be happy to continue to work with our existing Affiliates and benefit from, as Nate said, their ongoing organic growth. I just wanted to address the, the financial impact.

So obviously it ran through our other AUM, because we contributed it; it's no longer an Affiliate. As it relates to the P&L, it had no material impact.

In fact, the restructuring will add benefit to us in EBITDA over the next 12 months of $4 million just as we save some money, and contribute the business, so the net effect is actually positive to us.

Okay. Thanks as well for taking the extra question.

A number of your peers in the publicly-traded alternative manager space were also talking about this consolidation of strategic relationships among the bigger players, which I think, is the theme you've been mentioning as well, Sean. They also mentioned that, it is coming at a bit lower fee rate, but potential longer duration in terms of the opportunity set.

Could you talk about the net economic impact to AMG among these relationships versus more standalone type of opportunity?

Well, it I'm sure runs the gamut. As I think about the forward opportunity set, it is absolutely net positive.

These are, in the main, high fee products with – certainly for the broad illiquid category, locked up vehicles in many cases. And so, the overall contribution to our business is very positive.

As Nate described, we see this as a long-term opportunity, and not one of short-term cyclicality. And that's based on the breadth of our business and our exposure across illiquid alternative, as well as the continuing product development and innovation across the various Affiliates who manage these products.

Would you...?

Yeah. The only thing I'd add is, and this may be something that others are talking about as well, but the only other thing I'd add is, these relationships can also be quite helpful.

They can be true partnerships and quite helpful and also working with us and Affiliates to extend their capabilities even further, right? So they're sort of a second derivative, which is it may be that it's duration.

Duration and fees and use of capacity and all those things have to be part of the analysis as does the derivative, which is okay, and if you're going to be building things in the context of a relationship, what else can you do with the things that you're building. So if a firm is a private equity firm and a relationship allows them to extend into infrastructure or real assets or something else, and then that can then become something that you go do other things.

But so, the relationships can evolve into somewhat partnership-like where you can work together to continue to drive.

Yeah. And one other point which may be not clear from your question, the universe of "alternative firms" in the industry of course includes a range of firms with a range of capabilities.

But I think if you step back and look at the breadth and depth and diversity of our overall product set, more than 550 products, even within the alternative category, a very large number of products in liquid and illiquid capabilities which we would put against literally anybody in the industry in terms of the quality and breadth of our alternative product set.

Thanks. Just to follow up on the potential redemption trends within the systematic bucket of alternatives.

We've seen the underperformance, and this year, as you kind of talked about, Nate, and it seems like it was a little more magnified towards the back half of 2Q. I guess as you kind of think about looking ahead, how are you thinking about the redemption trends within that kind of sub-bucket?

Okay. So maybe just to step back, and again, I was sort of reporting on the quarter, but look, I think when you look at the space, absolutely has been a challenging space lately, but there's very long-term data series supporting the strength of kind of trend-following strategies, and included in that are periods of drawdown as well.

But as we've said on other calls, I mean, look, they play a very important part in investor portfolios, very high-quality uncorrelated return, make it lower realized (50:43) when included within that portfolio context. And so, sophisticated investors obviously understand that.

And they also are strategies we continue to like because they have really significant scalable capacity because they can invest in sort of almost – or you can think about them as investing in sort of all tradable asset classes. And so, the opportunity to continue to develop new product as well has lots of long-term promise, and in fact I think we said this in our prepared remarks, you are actually seeing many of the firms with these capabilities among our Affiliates continuing to do product development, many of which are getting some traction, we saw some of that, a little bit in the last quarter, and we've already seen some of that this quarter so far.

And so, I think, while no question it's been a challenging phase, we feel like these are excellent right? We've invested in some just fantastic firms, great people running them, lots of opportunity to continue to take those uncorrelated return streams into both the existing sets of clients that they work with today, but also many, many both other both geographies and channels.

Combine that with the product development capabilities, we feel good about the space.

Hi, guys. Again sorry, nitpicky follow-up.

I guess, if I look at the retail channel, surprisingly weak given the positive data we've been able to see through some of the public channels both in the U.S. and the non-U.S.

side of the mutual fund domain. Any particular outliers that drove the decline in the quarter either by kind of channel, geography or Affiliate level that drove the gap between the observable flows in the quarter versus the $0.4 billion outflows you reported?

Yeah, so let me take that. So again, and you understand it exactly right.

So we did have net outflows; gross sales about $11.4 billion (52:45) and redemptions, about $11.9 billion (52:46). Despite the overall negative number, I think you're right, sort of overall retail trends I think for us were pretty stable.

The way I'd describe the underlying trends would be sort of strong, good; alternative trends, good; global equity trend and offset by continued weakness in U.S. equities.

In terms of the quarter in particular, and apologize if this didn't come through as we did the description at a product level, but this is actually where some of those – there was a lumpy sub advisory outflow here, and then, also in addition to that, there were – this is the reason it's not published splitting (53:20) exactly to the publically available stuff. There were outflows within sub advisory offset by good non-U.S.

if you're looking at the U.S. retail-only, so that was U.S.

retail, negative sub advisory offset by good non-U.S., and within sub advisory, there was actually some breadth (53:42) U.S. equity and probably some of it was platform rebalancing.

When you turn – now turn to July, obviously now focusing on the things that are visible. If you look at July flows in the U.S., it's looking pretty good, I think it was $400 million (54:03) or something and change in the visible U.S., and then another $200 million (54:03) and something change in the visible non-U.S., so which is ahead of where we were last quarter.

And so, again, just going by the stuff that's visible, quarter shaping up well, and kind of ahead of where we were last quarter.

Thanks. So just one follow-up modeling question here for Jay.

The guidance, the $21 million interest expense in 3Q, does this include or exclude the imputed interest expense, and also what type of range of imputed interest expense are you guys looking for, for 3Q?

Yeah. So on imputed interest expense, it's only in the neighborhood of $1.5 million now because it's just on a recurring basis related to our convertible.

It is on contingent payments that can come through, but we don't have any, really expected contingent payments in the future, so really it's just that $1.5 million. The $21 million is the interest expense for – on a cash basis, and we do see it coming down because of the high cost bond that we're retiring.

Thank you again for joining us this morning. We're pleased with our results for the quarter, and we're confident in our ability to continue to create shareholder value through the organic growth of our existing Affiliates, accretive investments and new Affiliates and consistent capital return to investors.

We look forward to speaking with you again in October. Thank you.