Sylvia Fry – VP and Chief Compliance Officer Brian Casey - President and CEO Bill Hardcastle – CFO

Bob Mitchell - Conestoga Capital Patrick Walsh - Oak Street Capital

Thank you. Good afternoon and welcome to our third quarter conference call.

I would like to start by reading our forward-looking statements disclaimer. The following discussion will include forward-looking statements.

These forward-looking statements are subject to known and unknown risks, uncertainties, and other factors, which may cause actual results to be materially different from those contemplated by the forward-looking statements. Additional information concerning the factors that could cause such a difference is included in our press release issued earlier today as well as in our Annual Report on Form 10-K for the year ended December 31st, 2007, filed with the Securities & Exchange Commission.

We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. You are cautioned not to place undue reliance on forward-looking statements.

In addition, in accordance with SEC rules concerning non-GAAP financial measures, the reconciliation of our cash earnings, cash earnings per share, and cash expenses to the most comparable GAAP measures is included at the end of our press release issued earlier today. On our call today we have Brian Casey, our President and Chief Executive Officer, and Bill Hardcastle, our Chief Financial Officer.

I will now turn the call over to Brian.

Thanks Sylvia, and thanks all of you for taking time again to listen to our call today. I'll start with some general observations about our business, our performance in marketing activity, and then I will turn it back over to Bill Hardcastle, who will review our quarterly financial results that were just released after the market close today.

At the conclusion of Bill's formal comments, we will be happy to take your questions. As all of you know, we witnessed unprecedented events in our financial market during the third quarter and throughout this year.

While no one could have predicted this financial hurricane, we have always been mindful that it was a remote possibility. In order to protect our clients and employee shareholders, we have always run the business in a very conservative manner.

For example, we have no debt, and we have no plans to incur any debt. We maintain a cash cushion on our balance sheet sufficient to pay all of our operating expenses and employee salaries for multiple years, and we invent this cash in treasury bills.

We pay a healthy dividend and we still generate excess cash and thus have no need to access the capital markets to fund our future growth. We are fully transparent.

We have no off balance sheet activities or unknown liabilities. We are all shareholders, and as employee shareholders and directors, we own over 35% of the company and have an unwavering commitment to serve our clients as best as we can every single day.

In summary, we try to run our company similar to those that we admire and wound consider owning in our client portfolio. Westwood is held up well during this crisis, and we are well positioned, as we can be to weather whatever comes at us in the months or years ahead.

Third quarter performance for our client portfolios was mixed with some of our products slightly behind their path of benchmarks, and in the middle of their respective peer groups, while others are slightly ahead. For the year, we remain well ahead of the passive benchmarks and in the top quartile or top half of respective peer groups for most of our products.

We are very pleased and grateful to have avoided owning in our client’s portfolios any of the brokerage firms, insurance companies, or banks that we have been reading about in the financial crisis headlines. For greater detail on the performance of each of our products, please check any of the institutional manager databases such as eVestment Alliance or for (inaudible) performance, please review the WHG Funds in Morningstar.

Marketing activity remained strong during the third quarter and our inflows were sufficient to overcome the market depreciation. We have numerous new accounts that we have won that are scheduled to fund in the fourth quarter and in the next year.

In addition, we are participating in a number of searches and the pipeline remains full. We have had some exciting dialog recently with some very large retirement plans as well as some additional sub-advisory opportunities.

We are optimistic that the dislocation is occurring at some many levels in the retail financial services industry, will undoubtedly create opportunities for high quality wealth managers like Westwood Trust. We recently sponsored an event for Westwood Trust customers that was very well received and usually results in referral for prospective new clients.

Our private wealth teams have done an excellent job of communicating with our existing clients, and we have experienced very little client attrition and positive inflows into Westwood Trust. The WHG Funds experienced positive inflows as well during the third quarter.

Overall assets were higher than the prior quarter. We will achieve a three-year record for the WHG SmidCap fund and the WHG Income Opportunity fund at yearend and expect to receive a Morningstar rating that we hope will be excellent.

Having a Morningstar rating, a 3-year record, and a minimum of $100 million in assets are important screening criteria for a large defined contribution plans, so we are excited to reach this milestone. I will turn it back over to Bill Hardcastle, our CFO, who will review our financial results, and then we will be happy to take your questions.

Thanks Brian. Good afternoon everyone.

As you may have seen, we filed our earnings release and 10-Q this afternoon right after the market closed. If you have any questions after reading the 10-Q, feel free to give me a call to the phone number listed on our website.

After I review our financials for this quarter, I will review some slides with you that we have posted on the Investor Relations section of our website at westwoodgroup.com under the events and webcast link. For the third quarter of 2008, our total revenues were $10.1 million, a 15% increase compared to $8.7 million in the third quarter of 2007.

Comparing third quarter revenue in 2008 versus 2007, Westwood Management posted a 28% increase in advisory fees as a result of increased average assets under management due to net inflows from new and existing clients over the past 12 months, as well as higher average fee realization. This was partially offset by market depreciation and the withdrawal of assets by certain clients.

Westwood Trust posted a 7% increase in trust fees as a result of higher average fee realization. Average assets under management by Westwood Trust declined slightly as market depreciation of assets offset inflows from new and existing clients.

GAAP operating income for the third quarter of 2008 was $2.8 million, a 5% increase compared to $2.6 million for the third quarter of 2007. GAAP net income for the third quarter of 2008 was $1.74 million, a 3% increase compared to $1.68 million for the third quarter of 2007.

GAAP-earnings per share was $0.27 per diluted share for the third quarter of 2008 as well as for the third quarter of 2007. Cash earnings, which we define as net income plus non-cash equity based compensation expense, for the third quarter of 2008 was $3.5 million, a 9% increase compared to $3.2 million for the third quarter of 2007.

Cash EPS was $0.54 per diluted share for the third quarter of 2008 compared to $0.51 for the third quarter of 2007. These non-GAAP financial measures are defined, explained, and reconciled with the most comparable GAAP financial measures, and tables are included at the end of our earnings release, which is available on our website.

Total expenses for the third quarter of 2008 were $7.3 million, a 20% increase compared to $6.1 million for the third quarter of 2007. Cash expenses, which exclude non-cash equity based compensation expense, were $5.6 million for the third quarter of 2008 compared to $4.6 million for the third quarter of 2007.

The primary drivers of the increase in total GAAP expenses for the third quarter of 2008 compared to the third quarter of 2007 were as follows. Compensation and benefits cost increased by approximately $829,000.

The largest components of the increase were salaries, restricted stock expense, and payroll taxes. Salary expense increased by approximately $302,000, primarily due to increased head count as we had 53 full time employees as of September 30, 2008 compared to 51 employees as of September 30, 2007.

Non-cash restricted stock expense increased by approximately $238,000 due to additional annual grants to employees in February 2008 and additional annual grants to independent directors in July 2008. Finally, payroll taxes increased by approximately $172,000 due to restricted stock vesting, increased salary expense, and new hires during the year.

Also contributing to the increase in total expenses were increased sales and marketing costs due to increased levels of marketing and client service activity, increased custody expense of Westwood Trust, and increased shareholder-servicing fees related to the growth of the WHG Funds. Assets under management were $8.3 billion as of September 30th, 2008, an increase of $592 million or 8% compared to $7.7 billion as of September 30, 2007.

The year-over-year increase was primarily due to net inflows from new and existing clients over the past 12 months, partially offset by market depreciation. Assets under management at September 30th, 2008, rose by 7% sequentially from $7.7 billion at June 30th, 2008, primarily due to net inflows in the third quarter, again partially offset by market depreciation.

Our year-over-year and sequential growth in assets under management during a difficult market for broad equity indexes reflects the strong net asset inflows we have received. Assets under management in WHG Funds grew to $322 million as of September 30th, 2008, an increase of 41%, compared to $228 million at September 30th, 2007.

The WHG Funds have received approximately $114 million of net inflows through the first nine months of this year. And finally, our Board of Directors today approved the payment of a quarterly cash dividend of $0.30 per share, payable on January 2nd, 2009 to stockholders of record on December 15, 2008.

As I mentioned earlier, we have prepared a few slides that we wanted to go through, to highlight the growth of our business. These slides are available on the Investor Relations section of our website under the webcast and events link.

The first slide is a bar graph with quarterly assets under management over the last four plus years. As the graph illustrates, from March 31st, 2004 to September 30th, 2008, our assets under management have more than doubled to $8.3 billion, representing a compound annual growth rate of 18%.

The second slide is a line graph that compares the growth of our assets under management over this time period versus the price depreciation of the S&P 500 Index. Both values have been indexed to 100 as of March 31st, 2004.

The graph illustrates that we have more than doubled our assets under management over a period of time when the broad market was essentially flat. The third slide is a bar graph with quarterly revenue over the same period.

The revenue in the third quarter of 2008 of $10.1 million was 100% higher than the first quarter of 2004 revenue of $5.0 million. This represents a compound annual growth rate of 17%.

The fourth slide is a bar graph of quarterly cash earnings over the same time period. Cash earnings increased by 155% from the first quarter of 2004 to the third quarter of 2008, representing a compound annual growth rate of 23%.

Required reconciliation of cash EPS is included at the end of the slide presentation. The fifth slide is a bar graph that shows our quarterly dividend since we have been public.

As our business has grown over this period, we have been able to significantly increase the amount of cash we share with our fellow stockholders via a rising quarterly dividend. Our current quarterly dividend of $0.30 per share or an annual rate of $1.20 per share results in a dividend yield at today’s closing price of over 3%.

That concludes my discussion of our financials, and I will turn the call back over to Brian.

Thanks Bill. Great job as usual.

If anybody has any questions, we would be happy to entertain those now.

Good afternoon guys. How are you doing?

Hi Bob, how are you?

I was just -- a few followup questions in terms of where – in terms of the WHG Funds, you guys had – I think I heard positive inflows for the third quarter as well.

Correct.

And if you do kind of correlate on a year-to-date basis, could you kind of give us a sense of where you had the most success, in terms of, from an institutional consulting perspective (inaudible) platforms? Where are you seeing the most growth?

Well, part of the game in the first few years was getting on to those platforms, so it took a long time to get our plans on the various platforms and we all may have more color in terms of this, the number of platforms that we have, but it has grown a lot and so the fact that you are there is important, the fact that our performance has been good and has been picked up not only by Morningstar, but other services have been very helpful. Do you want to add anything to that Bill?

I would just say that it has been a mix of platforms, and as Brian mentioned, we are on probably about 30 different platforms, some are smaller platforms, but we are on, you know, a lot of the larger (inaudible). Most of the platform flows will come from Schwab and Fidelity which of course is where most of the mutual fund flows in the retail world come, but we have also had fixed up with consultant driven mutual fund mandate.

And then, you obviously have increased your head count, it sounds up to 63 or so, could you talk about where those increased resources have been allocated towards in terms of research or marketing or client service or --?

Sure, it has been primarily in the marketing and client service area, although we have added a couple of folks to the research area. We have brought in a lot of accounts over the last couple of years and what we try to do is staff ahead of what we expect to be continued through.

The worst thing that you can do is to be hired by new clients and then not be able to service him appropriately.

Do you expect, in terms of going forward, to increase your head count or do you think you have reached a point at least for the time being?

Certainly not to the magnitude that we have had this year where we have had to net out of 11 people, you know, but what I would want to say is that in this environment, the number of resumes that we are receiving and the amount of talents that we are having an opportunity to talk to is unprecedented, so we will continue to talk to those people. We do not have any positions that we are trying to fill, but over the years, we have always hired selectively when we find somebody who is really talented and can help us drive our business.

I have not – I did not have a chance to look through the “Q”, and maybe it is in there, but in terms of the net new assets that you have brought in board this quarter, could you kind of give a sense as to where they came, such as, asset class, large cap, small cap, et cetera?

Sure. The bulk of it would be in large cap and some in Smid, but we have had – firmly we talked about this on the last quarterly call, a couple of wonderful new sub-advisory opportunities with Principal and State Farm.

Both of those in the large cap area, and that has funded some in the third quarter and some in the fourth quarter.

Okay. In terms of search activities, it sounds from your prepared comments, it sounds like you continue to see strong search activity, as the market disruption does not seem to have impacted that yet?

No, it has not impacted as strong as it has ever been.

Okay. Thank you very much.

Thanks Bob.

Hi guys.

Good afternoon.

What should we expect for performance based fees this year, and could you kind of just give us some color on, you know, how we should think about how those have – those are earned in terms of your performance regarding the benchmarks?

The question is do we in fact receive a performance-based fee, the answer is yes, and we disclosed that last quarter. In terms of the size of that fees, it is difficult to quantify other than saying that it would be similar to last year.

Okay, so in line with last year. And then, in terms of the growth in AUM, should we expect the similar – where do you fit the trend to look like in the fourth quarter of this year?

All I can say to you is that, our business is hitting on all cylinders at the moment. Search activity has dropped.

We cannot control the direction of the market on terms of where AUM would be at the end of the year, I would not even guess.

All right. Okay, thank you.

Thank you.

Any further questions.

All right, we thank everybody for listening today. If you have any followup questions, please call Bill or myself.

You can also visit westwoodgroup.com where we have all of our financials and additional information that you may find valuable. Thanks again.