Welcome to the Affiliated Managers fourth quarter 2008 conference call. (Operator Instructions). I'll turn the conference over to Ms. Brett Perryman. Vice President, Corporate Communications. Please go ahead, ma'am.

Thank you all for joining Affiliated Managers Group to discuss our results for the fourth quarter and full year 2008. By now you should have received the press release we issued this morning, however, if anyone needs a copy, please contact us at 617-747-3300 and we'll fax you one immediately following the call. 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 this call. In this call the investment performance of certain products will be discussed and the benchmarks are deemed by AMG to be the appropriate benchmarks. AMG will provide on its website a replay of the call and copy of our announcement of our results for this quarter, as well as the reconciliation of any non-GAAP financial projection to the most directly comparable GAAP financial measure. You can access this information at www amg.com. With us on the line to discuss the company's results for the quarter and full year are Sean Healey, President and Chief Executive Officer, Nate Dalton, Executive Vice resident in-charge of Affiliate Development and Darrell Crate, Executive Vice President and Chief Financial Officer. Now, I would like to turn the call over to Sean Healey. Sean?

Thanks, Brett. Good morning, everyone. Thank you for joining. In an extremely difficult market environment AMG reported cash earnings per share of $1.30 for the fourth quarter and $5.49 for the full-year, a decline of 17% year-over-year as compared to a 37%, decline in the S&P 500. As we noted in the release, we had several one-time items in this quarter, including a gain in the repurchase of trust preferred securities, as well the non-cash charge related to the voluntary surrender of management stock options. The result of these two items, was a net increase of $0.06 to our cash EPS for the fourth quarter. We also took $150 million non-cash, charge reflecting the acceleration of amortization expense for investments we made in two alternative managers in late 2007. This non-cash amortization expense did not affect cash earnings or our deferred tax benefits, but did result in a decrease in our reported GAAP earnings. Darrell will discuss these items in more detail in just a moment. As we all know, these are extraordinarily challenging times for asset management firms. Our results, obviously, reflect the difficult environment, but given that AMG has a product mix that is heavily weighted toward equities, our business model and our Affiliates are weathering the storm in the markets well and we're positioned to generate strong growth once markets stabilize. Our business model, which is based on a revenue share structure and substantial retained equity by our Affiliates, is designed to provide relative stability to our earnings in periods of declining assets, since we're not exposed to our Affiliates ' operating leverage, while also ensuring that our affiliate partners have a strong incentive to manage their businesses with the long-term focus. Our Affiliates, especially our 10 largest Affiliates which contribute 85% of our EBITDA have obviously…

Thanks Sean. Good morning, everyone. As we all know the asset management industry is experiencing an extremely challenging period, and the fourth quarter was one of the worst on record for all risk oriented assets. The fact we're performing reasonably well is in part a testament to the structure of our business, especially due to the performance of our Affiliates and relationships they have with their clients, as well as intermediaries who serve them. As a group our Affiliates generate good relative investment performance, with most of them outperforming both peers and benchmarks for the quarter and for the full year. While this overall out-performance is good, the key point to focus on is the significant relative out-performance of many of the largest and most financially important products of AMG. As Sean noted a perfect case in point is Tweedy, Browne, the largest financial contributor to AMG. While everyone of their product outperformed its benchmarks last year by a significant margin, ranging from few hundred basis points to 1300 basis points. This out-performance was recognized with Tweedy being selected as a finalist by Morningstar, for both International Manager of the Year, as well as Domestic Manager of the Year. The good relative performance of our Affiliates, and especially, our largest and most profitable Affiliates, positions us to capture significant flows and earnings growth when clients once again allocate to return-oriented asset classes. While, as we know, there are significant disruptions today, pension plans and endowment, individuals and foundations all have liability and spending needs based on generating returns on the assets, without increasing their allocations to return-oriented asset classes and managers, they simply cannot meet these needs. Now, to provide details on the performance of our products, I am starting with global equities. While MSCI and EAFE were both down…

Thanks, Nate. Good morning, everyone. As Sean mentioned, our business strategy provides stability to our earnings, particularly in challenging marketing environments, such as the one we experienced in 2008. As you saw in the release, we reported cash earnings per share of $1.30 for the fourth quarter and $5.49 for the full-year 2008. On a GAAP basis, we reported a per share loss of $1.76 for the quarter, and earnings of $0.57 for the year. This is as a result of an accelerated amortization charge that we booked in the fourth quarter, related to recent equity method investments, which I will discuss more in a moment. Our Affiliates have excellent long-term track records, and their strong relative performance across a diverse range of products provides consistency to our results, and positions us well for when flows reallocate to return-oriented products. In addition, as a result of our participation in non-correlated investment strategies, including quantitative global tactical asset allocation and credit alternatives, performance fees made a material contribution to our earnings, adding approximately $0.30 to the fourth quarter. These performance fees were principally generated by First Quadrant and BlueMountain, with additional contributions from AQR and several others. Our investment structure, which provides Affiliate managers with real equity ownership and sends long-term growth while leaving the operating leverage at our Affiliates, which in turn enhances AMG's earning stability in volatile markets. Throughout the year, our EBITDA margin stayed fairly consistent at about 30%, notwithstanding major declines in the equity markets. Our capital structure is strong and stable, as a result the recurring free cash flow from our business, and provides additional financial capacity to continue to generate meaningful long-term value for our shareholders through additional investments over time. As I mentioned, we have three noteworthy one-time items this quarter, which I will…

(Operator Instructions). Our first question is from the line of William Katz with Buckingham Research. Please go ahead.

Thank you. Good morning, I do have three questions. The first one just in the order to write them down; Nate, I was sort of curious, when you mentioned the early part of January in your commentary, are you in a positive flow mode or simply less negative? And then what are some of the drivers behind that?

It's much closer to flat, just to be clear, we were talking in the comments about the mutual fund channels. Where I was focused. Where we're seeing the flow data. It is much closer to flat, and most of the change that we're seeing is coming from a significantly better picture on the outflow side.

So, reduction in redemptions.

Correct.

Thank you. Second question I have is, just curious, Sean or Darrell on this one. Your previous acquisition strategy has been a bit more tilted toward global and alternatives. I was just wondering, given the outcome of the last year or so of markets, plus some of these impairments you've taken into this quarter, is your appetite shifting here a little bit to maybe more "traditional players" or not at all? I'm just curious on your thoughts there.

I would say that our interest is still, as always, focused first above all else on partnering with outstanding boutique firms. Regardless of their investment strategy or distribution channel. Obviously, there is significant disruption in parts of the alternative channel. And while I wouldn't say if an outstanding opportunity presented itself that we wouldn't proceed. I would say, given that volatility, it's more likely that we will be pursuing investments in more traditional Affiliates, and I would say including international firms.

Okay. And then the final question, just a conceptual one. It seems like within financial services generally that many firms are reducing their leverage overall. I'm curious, should we think about the balance sheet leverage on a go-forward basis without any changes, or could we envision that you might be considering using less leverage or other means of capital to potentially fund new deals?

Well, our capital structure currently has other than convertible securities, which have no covenants and no near-term maturities, has no net debt and the business generates substantial free cash flow. So we will continue to invest that free cash flow. Obviously, as we see opportunities we will finance to the extent that those opportunities exceed the amount of available free cash flow, we'll look to finance appropriately, including potentially in this environment using equity in transactions.

Okay. Thank you.

Michael Kim with Sandler O'Neill, please go ahead with your question.

Hey guys, good morning. Just for clarification, does the $2 million in projected fees related to new investments that Darrell you mentioned, does that refer to Harding-Loevner?

No, it does not. We, as you can imagine have a pipeline that we continue to work on, and the $2 million is projecting new work that we would do with potential new investment.

I know you touched on this earlier, but in terms of your forecast for performance fees this year, maybe if you could just give us some color in terms of the general assumptions you're making, both from return perspective, as well as kind of perspective redemptions going forward.

Well, as we think about performance fees broadly, as you know in 2008, we had just over $0.50 of performance fees from our portfolio of products that earned performance fees. And the guidance range that we gave, again, to repeat, had flat markets at the lower end and the upper end from today to the end of the year, and then ranging from that $3.75 to $4.30 includes what we think is a very reasonable assumption for performance fee generation, and also some opportunities that we're seeing that both Sean and Nate referred to as we look at affiliate organic growth.

At the upper end?

At the upper end. And so, as we look at the performance fee opportunity, again all the products that were strong generators of performance fees in this fourth quarter continue to be very well positioned, so that as we look at any market environment, these non-correlated products continue to make a strong contribution. I think given the market and given the construct, it's not useful to predict a return relative to a earnings number, but hopefully each of those observations gives you some sense on our approach. And as you know, in the beginning of every year, when we make estimates of our performance fees they tend to be very conservative relative to what we think the real bounds are for what performance fees can earn.

Yes, I would add to that, that the return assumption is difficult because we have a broad array of uncorrelated products, which in many cases as Nate underscored, are not in hedge fund form, they're separate accounts, with custom-tailored benchmarks. We also have, of course, a significant opportunity that is not in any of our guidance related to performance fee products, which did not contribute last year, but where we still have substantial assets and substantial opportunities run by outstanding firms.

Okay. That's helpful. And then just finally from a deal flow perspective, not that this would change your model, per se, but I'm just wondering if you think we could see a step-up in the number of boutique managers that opt to sell a 100% of their firms, as opposed to retaining a significant amount of equity just given the ongoing uncertainty in the markets?

I would think not. Obviously over time, there are always firms which decide for their own reasons that the best alternative for them is to sell all of their equity. I would say parenthetically, there are far fewer buyers or alternatives generally, meaning the public market, that are available for firms such as those. Those firms have never been in our pipeline, and if you take a step back and think about even given the difficult environment we're in, there are still a very large number of outstanding boutique firms which have generated strong growth and outstanding performance over time, where the principals do not need to do anything. These are excellent businesses with outstanding prospects, and because they want a solution which provides ongoing entrepreneurial opportunity for the founding partners and the next-generation partners, and their client's value retained autonomy in their investment and operating culture, those kinds of firms regardless of the environment are not going to prefer to sell 100% even if they could. Those are precisely the kind of firms that are attracted to us and vice versa. And I would say the best of those firms, including our Affiliates, who distinguish themselves in this very difficult period have even better opportunities going forward.

Okay. Thanks for taking all my questions.

Our next question is from the line of Craig Siegenthaler with Credit Suisse. Please go ahead.

Thanks and good morning.

Good morning.

I was looking for more detail around the sequential change in flows in institutional channel, which had a pretty good improvement this quarter. I am just wondering if you could comment on which boutiques are really responsible for that drive? And it also looks like it's definitely a function of low redemptions as sales didn't really improve. So just maybe you could provide a little more color there.

Yes, I think the good news here is, it came actually relatively broadly across the group. And the other thing I would say is that happened even with some of this alternative outflows that we talked about. So, yes, it was probably spread. And I think, the next thing I would say is, if you look forward to the other dynamic, which is a really encouraging dynamic. After we had those big shocks very early in the quarter, and then clients really flowed down and slowed, we saw some buildup in the pipeline which is; businesses that had been won but not yet funded, things that were close, but not yet won, and that pipeline seems to be starting to move. So that is another very encouraging sign, as we look at it now.

Got it. And then just one question on the balance sheet, because there are a few moving pieces this quarter. When I look at your cash balance, which I think now is a little under $400 million, I'm wondering what's the breakout of the holding company, unrestricted cash, restricted cash? And also is any part of the forward sale now in that number?

Well, there is about $200 million that's AMG holding company cash and an additional $120 million that is part of the forward. And that is a very similar number to the last call. In this quarter we did repurchase true-ups and we had some tax payments and some other items, and then we have not received, of course, the fourth quarter earnings, from our Affiliates, which we will receive in the first quarter.

Which true-ups did you pay down? Was it the earlier one or the later one? Because I think there are two series.

It's the earlier true-ups.

Thanks for taking my questions.

Dan Fannon with Jeffries. Please go ahead.

Thank you. Can you give us the AUM levels for performance fee generating assets and then what component of those are at or near their high water marks at this point?

I think as we look at the portfolio we could certainly move through those numbers. I just don't think that it's helpful to you people trying to figure it out, because we have many, many products that all have different fee arrangements. So it would be unfair to say, hey, there is this amount, and this is what they earn and this is what translates into performance fees. That all said, as we look broadly to high watermarks, I would just give some broad color, which is compared to last quarter and the quarter before our high watermarks are roughly in the same place. And I would say that the non-correlated assets which are in these volatile environments or in equity markets that continue to be challenged, those are the products where we are going to continue to see fees and fee generation. So, as you saw in the last year, generating about $0.50 of performance fees, I think that's a very strong showing, given how the year unfolded. And I think, as we look to this year, we are well-positioned with all those products that generated fees, and there also continue to be other products where in any market environment where we see some growth they could be well-positioned to make also material contributions.

Okay. And then can you give us a sense of how much cushion there is as you look at your other Affiliates and we think about impairments going forward that there are between the purchase price and the growth of assets you've seen over time and how close we are to what the market would need to do for us to see additional charges?

Clearly this is the quarter where we looked again at all our intangibles. If you recall in the third quarter, we did a series of tests on our four types of intangibles, our goodwill, our definite-lived, our indefinite-lived and these equity method investments. But again, it only made sense, given the events of the fourth quarter to look at all of those tests again. And I would say that there is plenty of cushion in all of our segment testing, as well as we look at our definite-lived to definite-lived intangibles. Of course, we looked at the fourth quarter, as you know, equity method investments are judged by investment-by-investment. And when we were making judgments about impairment, the standard of course is looking at the market values and what's happened in the market, in addition to business performance. So this is a quarter where, if a firm that we made a new investment in, continued to operate to plan. As an example, if you look at BlueMountain, where assets under management continue in fact to be higher than when we shook hands on the deal. Although, we can all observe in the market that multiples are at lower. So that's what generated our impairment charges, I think that as we look at the market we made judgments around where multiples are, and I think that we are quite conservative about it. And as we look at business performance, all of these teams are well-positioned going forward, so you will not hear us talking about impairment charges, in the coming call.

I think it's worth underscoring, not that we like to see accounting impairment charges, and we certainly recognize the degree to which the accounting only works one way, and nobody is coming to us to write-up the value of Tweedy, for example. But from an economic standpoint, from the standpoint of running the business, and the cash generation prospects of the business going forward, the thing to underscore, and what we view as most significant, is that the underlying performance of our Affiliates and the integrity of our business model. Even after all of the declines that we've experienced they are very strong, with stable margins, as Darrell described, and intact revenue share structures with ongoing substantial equity interest held by our management partners. And that fact, which belies I think a common misconception about exposure to operating leverage and the relative strength and stability of outstanding boutique firms relative to larger integrated firms, is one that we're anxious to clarify.

Thank you. That's helpful.

Your next question is from the line of Robert Lee with KBW. Please go ahead.

Thanks. Good morning everyone.

Good morning, Rob.

Two quick questions. Darrell, just to clarify on the guidance, when you say flat from here, you're assuming down 7% month-to-date and then from there flat?

Down 8% is our assumption, but that's as of last night.

Okay.

Right to the end of the year.

Okay, that's helpful. Second question I had, I guess, if I look at the revenue-sharing arrangements, you kind of hinted at this, but just to confirm that you don't feel any of the larger Affiliates are getting any place to a point where the revenue-sharing kind of breaks down a little bit, where their revenues are under so much pressure that you're forced to or are started dipping into your share a little bit? Are you closed on any of the larger Affiliates?

That's correct. We feel very good about the largest group of Affiliates, and you only have to look at the asset levels today relative to where they were when we made our investment, which in virtually all cases is materially higher, as well as, the ongoing direct equity ownership, equity ownership in terms of annual distributions, as well as implied equity value over time. For the other 15% of our business, in terms of EBITDA contribution, we have said and continue to say, that the amount of potential exposure, even where we are today, is immaterial.

Okay. And I just have a question with the affiliates, I am using your resources, and my understanding is, historically it's been very much up to the affiliate to choose whether they wanted to participate or use some of the distribution resources you make available, whether it is the Sydney office, or London or the retail distribution platform. Are you seeing any change among the Affiliates, who have chosen not to use it in this environment, and say, we need to step up our rate of asset-gathering. In particular, I'm thinking of Tweedy, Browne, I mean my impression has been that they haven't necessarily used some of your resources, particularly on the retail side. Do you see any change in behavior there?

I think you broadly understand the approach exactly right, which is we build these platforms and we build them collaboratively with our Affiliates and allow them pick and choose how they participate and where they participate? I would say most of our Affiliates, at this point, more than half of our Affiliates are working with us in one or more platforms. Tweedy, Browne for example is working with us on some of our global distribution platforms. I think we are seeing greater acceptance, or greater participation. I would frame that in a couple of ways. One, I do think the environment plays some role in it, in part as some channels change themselves, right, so that the environment is forcing some changes in the channels, the environment is forcing some changes at firms, and those are maybe edging them towards us. The other long-term trend that started well before any of this is, as we build relationships, as we broaden those relationships, as we do an excellent job doing those things, yes, the Affiliates continue to participate in more and more of these things. So as the team that managers are doing an excellent job in the retail redistribution platform, that has fed lots of success with Affiliates in global distribution. And our best references are the Affiliates themselves, as they talk to each other. So the acceptance is definitely increasing.

I would emphasize that our view has always been that successful enhancements to distribution and marketing. It's fine for us or any other entity to create these platforms, but just because you create the platform and allocate resources to distribution doesn't mean you're going to sell products. What is ultimately and always most important is of course the performance of the underlying firms and their products. And what is terrific for us, as you heard us go through, especially in areas like international emerging markets equities, we have outstanding products with very good relative performance over the near and long-term. And the interest and ability to sell those products, whether it's in the US, or in Australia, or somewhere else in the world is obviously highly correlated to the attractiveness of the product. And so we're seeing, and expect to continue to see Affiliates who are increasingly interested in participating, because they've got products that they know will be attractive to the end client.

Great. Thank you.

D.J. Neiman with William Blair, please go ahead with your question.

Hi, good morning, guys.

How are you, DJ?

Good, thanks. Just a quick follow-up. I don't think I caught this, on the cash at the holding company level, did you actually pull in the forward equity sale?

No. When I gave the cash resources number of $320 million that includes the $120 million of the forward. We have not drawn down any of those proceeds, but they stand ready for us and in fact accrete at a Fed funds plus a spread.

Is that dilution included in your share count?

No, it is not, the 40.9 does not anticipate drawing down the forward.

Can you just expand on that?

Take down the $120 million of cash, we would issue 1.2 million shares of stock. And that would now be at a price that's implies a price of around $95.

Okay. So should we think about it as deal capacity, if deals come back, and when deals come back?

No, it's a cash resource and I think we will deploy our capital wisely. And that can be new investments that can be opportunities that we see among other capital or just could repay indebtedness.

Okay. So then in the quarter, there was lot going on there, but did you do any share repurchasing in the quarter?

No.

No. Okay.

Nothing material.

Okay. Last question, just quickly, on the AUM brought forward and the other section in the Footnote F. In terms of these products that were closed, $1.8 billion, how do we think about that? Is that the products are so under water that they are not going to come back or any detail there?

Sure, the way to think about the prices sitting there is, it is across a bunch of places, in a disciplined way, we are going through and making sure we're allocating resources, as a product we think they are long-term opportunities, both new products and closing and exiting business lines. It is really places where we didn't see the opportunity to continue managing those products in a profitable manner. So the financial impact on us should be negligible or even in some cases, positive.

Okay. Great. Nate, while I've got you, real quick. I saw that AQR is launching mutual funds. Just wondered if you had any thoughts you could share with us on that. I think it should help transparency broadly speaking, but any expectations there?

Look, I think they had some very interesting ideas that they're working on in product development and distribution channel development. I think we can paint a pretty optimistic picture for the attractiveness of some of the things they're doing to broad segments of the retail market. So yes, I think it is an exciting development and has lots of work to be done but has potential.

Great. Thanks, guys.

Our next question is from the line of Marc Irizarry with Goldman Sachs. Please go ahead.

Sean, just in terms of the deal environment, I imagine that sellers' expectations have maybe come in a little bit, but we haven't seen much in the way of deals, particularly from banks as you cited as a potential source of deal activity. What do you think we need to see for some of these transactions to start to happen here?

Well, with respect to the opportunities that are interesting to us, I think it's a measure of stability, in the underlying businesses, seeing through the volatility and making sure that whatever is happening at the parent company level that their asset management subsidiaries are still performing well with excellent prospects. And, in some cases recognition by the corporate seller of where the valuation levels are now. In other words, just setting a clearing price. I think in general, the M&A markets are relatively frozen, partly because of issues around the firms themselves, but also because demand has completely evaporated among respective buyers. We are actively working on a number of opportunities, I would say, in the current environment, weighted heavily toward more opportunistic situations with corporate sellers. But over time, and I don't think I'm talking years but months, there will continue to be an ongoing, and I think a large number of attractive demographically driven succession investments that we can make, as we're ideally positioned. So we're ready to go and we're waiting for the right opportunities, to present themselves.

And just, I was curious how you're viewing opportunities in acquisitions in fixed income, and in passive or quantitatively oriented strategies?

I think our view generally is that, if we had a magic time machine and we could have gone back a year or two ago and had exposure to those areas that that would have been great, but given where we are now, we look forward, not back in the rear-view mirror in terms of what has worked. And our view is that now is precisely the time, as difficult as it is to say it, given what's happened to equity markets, now is precisely the time that we are happy for an exposure to outstanding alpha-generating boutique equity firms, and we look forward to investing in precisely such firms going forward. We believe that that's where opportunities lie, and that's where client flows will increasingly go, not to money market funds.

Hey great, thanks.

Cynthia Mayer with Merrill Lynch, please go ahead with your question.

Hi, good morning.

Good morning, Cynthia.

Just to follow up on what you might be interested in buying. How important do you think performance in '08 will be to you in terms of what you want to buy, and more broadly just in terms of firms' abilities to sell? Do you think investors will be able to forgive underperformance due to black swans, or do you think that firms like Tweedy that did outperform, this will really be a defining moment and you would want to buy more like that?

I think more the latter, Cynthia. Obviously, you would have to look on a case-by-case basis, but in general, I don't think clients will or should ignore what happened last year. And I think they'll look to firms and favor firms which generated strong relative performance, sticking to their of course, strong relative performance in '08, coupled with obviously outstanding long-term track records. And our view is, those are the kinds of firms, generally speaking, which clients will reallocate toward, and which will benefit most, as clients reallocate back toward equities and return assets, generally.

Okay. And then just in terms of the 1Q. Do you guys expect any continued outflows from alternatives, either because some of the cash went out January 1, or as gates came down or anything like that?

I think we would expect to see some continued outflows in the first quarter. Probably not along the same lines, industry wide as the things we've seen, but I think you would expect to see outflows continuing.

And a lot of it is related to news that is already in the market about firms that have put their gates down, et cetera. I don't think we see a dramatic acceleration, by any means.

So you are expecting then gates for your Affiliates to come back up?

Stepping back, we had one product with one Affiliate that put a gate down. And actually what they really did was go after the client base and ask folks to commit to longer duration and the vast majority of their clients did. So, on our Affiliates we think it's gone up, again with the exception of one product, they didn't put gates down.

Okay. Great thanks.

Thank you. William Katz. Please go ahead with your follow-up question.

Okay. Thank you. Just another conceptual question. One of your competitors recently made the notion that the consolidation of distribution on the retail side at least would potentially crowd out some of the smaller players. I was just sort of wondering if you would give us your views of how you see the shifting distribution sands and the impact on your model?

I think what will always matter most, no matter how much anyone may want to argue otherwise, is performance. And outstanding firms that have generated excellent performance, both in the near-term and the long-term are going to be best positioned. Now, obviously you need to have appropriate access, and sales and marketing resources to penetrate the channel. We are very confident that we already have that and if anything, we're going to be among the firms that would benefit from consolidation among distributors.

Okay. Thanks so much.

[Lynn Sessman with Lupitus Asset Management. Please go ahead.

Sure. A quick question on the accounting for the forfeited options. Why is that a charge? Shouldn't it have been a reversal of what had already been amortized?

I think it is a great question, and intuitively that would be the right answer. But the way it works is, and I think you have got the substance of the transaction just right, which is management gave up it's last two option grants back to the company, with no other commitment for additional option grants. But the way the accounting works is that there were $39 million of charges related to those two grants that would have taken over that vesting period. And the way the accounting rules work is that you need to accelerate those charges into the current period.

What line item is that on, on the income statement?

Yes, it's right in the comp and benefits line.

Okay. Thanks.

John Boland with Maple Capital Management, please go ahead with your question.

Great. Thank you for taking the call. So just to fully flush out the revenue model, can you give us any color on pricing trends that you might be seeing? Are you seeing any pushback in fees in the marketplace, requests for fee concessions at the Affiliate level, anything like that?

I don't think we're seeing the kinds of things you just described. I do think on the margin we are seeing, maybe more fee structures that include some performance fee components on a broader set of strategies. So, we are seeing some of those sorts of things.

So, you're saying greater percentage of the fees from performance and less from a fixed?

Yes. Again very much on the margins.

And that would be just to be clear among traditional firms where they're willing to accept more hybrid fee structures, but it's very anecdotal I would say. Generally speaking, we're not seeing that across our Affiliate base.

Okay, great. Are you able to pull up any information from the Affiliate level on market trends as far as number of new RFPs, mandates being shopped more aggressively, or are you seeing fewer mandates coming up for the bid over the past couple of months? I mean is there a change in the tone of the market?

First, yes we do look at that data. Look, you have to vary it by segment, but the markets are in a state of plus. I think the things that we said earlier on the call, which I sort of emphasized are, that the market went through a very extreme event and then I think clients in the institutional market in lots of product categories really were just sort of frozen, except for this move to cash, that sort of swamped everything else. Looking forward, I do think we're going to see a lot of money in motion. And I do think we are seeing that sort of thought begin to thaw because we're seeing as I said earlier, and it is anecdotal, but as I said earlier, we are starting to see mandates moving that were sort of in final stages to contracts and things that were contracted and would seem to be moving towards funding. A lot of things that were in the pipeline sort of funding got pushed out.

Okay. Thank you.

Thank you. And Management, there are no further questions at this time. Please continue with any closing comments.

Thank you for your interest. We appreciate your support as we all weather this difficult environment, and we look forward to speaking to you next quarter.

Thank you ladies and gentlemen. This concludes the Affiliated Managers fourth quarter 2008 conference call. At this time you may disconnect. Thank you very much for using AT&T Conferencing. Have a very pleasant rest of your day.