Greetings, and welcome to the Affiliated Managers Group Third Quarter 2013 Earnings Call. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Ally Lynn, Vice President of Corporate Strategy and Investor Relations for Affiliated Managers Group. Thank you Ms. Lynn. You may begin.

Thank you for joining AMG to discuss our results for the third quarter of 2013. 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. AMG will provide on 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 the reconciliation of any non-GAAP financial measures to the most directly comparable GAAP financial measures. 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, Ally, and good morning, everyone. AMG reported economic earnings per share of $2.19 for the third quarter of 2013, which is a 15% increase over the same period of 2012. Our earnings growth was driven by continued momentum across our business as our Affiliates outstanding long-term track records and a broad array of U.S., global and emerging market equity and alternative products continue to attract investors worldwide. We generated over $10 billion in net client cash flows in the third quarter, our 14th consecutive quarter of strong positive flows. This outstanding organic growth reflects the quality of our boutique Affiliates and the ongoing impact of our strategic focus on alpha-generating equity and alternative products. More and more clients view specialist firms as the best alpha generators in these product areas and Affiliates such as Yacktman and TimesSquare in U.S. equities; Tweedy, Browne; Genesis; Harding Loevner; and Artemis among global and emerging market equity managers and Pantheon, ValueAct, BlueMountain, First Quadrant and AQR among alternative managers are all recognized as leaders in their respective disciplines. Looking ahead, given retail and institutional investors' increasing emphasis on alpha-generating strategies to complement passive beta, we believe that firms such as our Affiliates with their excellent long-term track records of investment performance will continue to generate strong organic growth. And as you've heard us say before, given our focus on active equity and alternative products in a rising rate environment, AMG will experience neither the drag of fixed income outflows nor the depreciation in value of fixed income products. AMG's industry-leading organic growth also reflects the continued success of our global distribution strategy, which complements Affiliate level marketing efforts with the leverage of AMG's scale, enhancing the distribution capabilities of our Affiliates across channels and geographies. With the opportunities that we see for our Affiliates to gather new business around the world, we are continuing to build out our global distribution platform, including the recent addition of 2 senior professionals to deepen our European coverage. The investments we've been making in our global distribution platform continue to yield strong results as evidenced by new mandates generated in every one of our covered regions during the quarter, and as in prior quarters, flows broadly distributed across all product areas and channels. In addition, as Nate will describe, we see substantial opportunities for incremental growth in the U.S. retail channel and are continuing to broaden our capabilities in this area. Finally, we're making good progress in the new investments area with a notable acceleration in activity during the quarter. As always, we will remain disciplined in our approach and while it's impossible to predict the precise timing and execution of transactions, our market position has never been stronger and we're confident that we will continue to meaningfully enhance our earnings growth through accretive investments in new Affiliates going forward. With that, I'll turn it to Nate to discuss our Affiliates results in greater detail.

Thanks, Sean. Good morning, everyone. As you saw in the release, we had another quarter of very strong growth, with our assets under management now over $500 billion, which includes positive flows of $10 billion for the quarter. Over the past 14 consecutive quarters, our consistently strong net client cash flows, especially into active equity and alternative strategies, have been in contrast to broad industry trends over most of that period, which have favored fixed income and passive products. These past 2 quarters, we've seen a rotation begin out of fixed income products. During that period, industry flows into equities and alternatives have been mixed while our strong flow trends on the other hand continued. As Sean said, clients are continuing to move to focused performance-oriented managers for the alpha portions of their portfolios and our Affiliates remain well-positioned to attract meaningful flows going forward. Turning to investment performance for the quarter. We had strong performance for many of our larger Affiliates, and especially, in the global and emerging markets equities and alternative areas. Starting with the global developed markets category. Against the backdrop of rising equity markets generally, our Affiliates generated good investment performance. Highlights for the quarter include strong performance from significant products at Artemis, Harding Loevner and Trilogy while Tweedy Browne with its deep value strategy, not surprisingly, lagged in such a sharply rising market, however, their long-term track records remain very good. In the emerging markets category, our Affiliates have very strong relative investment performance, and track records for the full year and longer periods remain excellent. In fact, all of the major products managed by AQR, Genesis and Harding Loevner, are well ahead of their respective benchmarks for the quarter, 1-, 3- and 5-year periods. Turning to our alternatives product category. We have a broad…

Thank you, Nate. As Sean and Nate discussed, our third quarter results, which included another quarter of outstanding organic growth again demonstrated the strength and diversity of the earnings power of our business. As you saw on the release, we reported economic earnings per share of $2.19 for the third quarter with net performance fees contributing $0.04. On a GAAP basis, we reported earnings of $1.37 for the quarter. Turning to more specific modeling items. The ratio of our EBITDA contribution end of period assets under management was approximately 15.4 basis points in the third quarter. We expect this ratio to be approximately 19.9 basis points in the fourth quarter, reflecting a reasonable assumption for performance fees. And for 2014, we expect this ratio to be approximately 16.6 basis points. Holding company expenses were $25 million in the third quarter, and we expect them to be approximately $30 million in the fourth quarter, reflecting year-end expenses before returning to a normalized $25 million per quarter. In regard to our taxes, our effective GAAP tax rate for the quarter was 29.6%, primarily as a result of a further decrease in the U.K. tax rate, which is expected to be the final U.K. tax rate decrease. And our cash tax rate was 30.6% as a result of higher pre-tax earnings and the retirement of our senior convertible securities. For modeling purposes, we expect our GAAP tax rate to return to 36% and our cash tax rate to be approximately 28%. Intangible-related deferred taxes for the quarter were $5.2 million, also as a result of the U.K. tax rate change. We expect this number to return to approximately $14 million for the fourth quarter and to increase to approximately $15 million per quarter in 2014. Our share of reported amortization for the quarter…

[Operator Instructions] Our first question comes from the line of Dan Fannon with Jefferies.

I guess, Sean, to start with you just on the deal front. I guess what has changed or makes you a little bit more bullish about the commentary for activity or your pipeline today versus where we were 3 months ago or at other points in time?

Well, I think the changes, as I said, an increase in acceleration in the level of new investment inquiry and opportunity. Why is that occurring now? I think it's not a surprise that given the market environment, given the number of perspective Affiliates for us, given the extent and success of our calling effort that we're seeing some opportunities, inevitably though they tend to come in waves and we may be seeing one such wave now. The opportunity set is partly probably driven by a positive market, partly driven by idiosyncratic considerations, which is always the hardest thing to assess and predict. It includes firms that are -- and transaction opportunities that are relationship-driven, which is of course the core of our new investment strategy. But also includes organized processes, which cover the spectrum, including independent firms that have chosen to hire an investment banker to manage a potential sale process as well as some divestitures. As I mentioned in our prepared remarks, as always, we will be disciplined and selective in our approach. And so no specific predictions beyond just giving you that broader color.

And just, I guess, to follow up on that, is there any specific type or focus of the backlog that appears to be more realistic, whether it'll be alternatives, still the global theme, U.S. or is it generally just broad?

I think it's actually quite broad-based. I mean, of course, our focus, as you know, is on return-oriented products, emphasizing global and emerging market equity and alternatives although quite willing to invest where we see an opportunity to partner with an outstanding firm like Yacktman, for example, in U.S. equities. So no, it's quite broad-based and consistent with our overall business strategy in terms of products we want to focus on.

And just one follow-up, Jay, quickly, what was the end-of-period share count as of the third quarter?

So on a -- on an economic basis, it was -- in the third quarter, it was 55.6 million. And so the share count guidance that we've given you is 55.5 million fourth quarter and next year.

Our next question comes from the line of Michael Kim with Sandler O'Neill. Michael S. Kim - Sandler O'Neill + Partners, L.P., Research Division: Just first, based on some commentary that we've been hearing from some other firms and some real-time data we've seen across the industry more recently, it does seem like retail investors are starting to move up the risk curve to your point earlier. So just given the fact that a lot of your flows over the last few years have gone into global and emerging market equities, as well as alternative strategies, do you see any sort of rotation risks assuming investors start to come back to more traditional U.S. equity strategies? Or do you think that sort of shift is really sort of just incremental to flows?

Well, I think the global institutional client base, which is the dominant portion of our current and prospective clients, is -- continues to be focused on global and emerging market equities. I think certainly there will be opportunities for U.S. equities. I wouldn't necessarily say that we see the trend reversing. I think that big opportunity that Nate and I have talked about is -- that is incremental, is in U.S. retail. And there, I think that you will see some continuation of what we think is an enduring trend, the erosion of home country bias and the opportunity to invest in fast-growing emerging markets. I think what we've seen in terms of the market beta performance for the year suggests that the opportunity is probably greater in the markets that have performed less well, that's obviously not always how investors perform or behave. I think we have a very broad product set, and our position to be ahead of the main trend, which is rerisking, which is separating alpha and beta and moving both in institutional but also in retail toward the firms that generate true alpha. So we remain quite confident, and whatever the trends within the trend are, I think the broad focus on rerisking and return-oriented alpha-generating products plays very well to our product set. Michael S. Kim - Sandler O'Neill + Partners, L.P., Research Division: Okay, that's helpful. And then a question on performance fees. So it sounds like the near-term outlook remains constructive, particularly as the diversity across Affiliates strategies and structures continues to improve. If I look at the performance fee contributions as a percentage of total earnings, it's pretty much been at the high-end of sort of the 5% to 10% range over the last 4 years, which has obviously been a pretty volatile market backdrop. So understanding the inherent difficulty in trying to predict performance fees going forward and wanting to be conservative in terms of what you build into your outlook, just wondering if it's reasonable to think that you've reached a new level here in terms of the level of contributions and maybe the consistency of those earnings?

So Mike, I'll just -- I'll get to sort of the punchline in just a second. I think you're right to say that our performance fee opportunity continues to grow and diversify and it's across the product and it's across structures. This year, we've already booked with the $0.04 in this quarter, $0.44, so we like to say a typical year is a 5% to 10% contribution to our earnings. So you will note that we're already close to the 5% range. And then as you heard Nate say, we are having a good year in both absolute and relative performance and kind of assuming no change with that, we would have the potential for additional meaningful contribution in the fourth quarter. So this does feel like a pretty good year. I think as you look forward to the 2014 guidance though, I think we would still imagine just a typical year because it's -- there's no reason to assume it won't be a typical year and that we'd still be in that 5% to 10% range, but of course, when you get into next year, we'll reflect on whether that's a better-than-average year.

And the absolute level performance fee earnings, of course, is rising but it's rising in the context of an overall strong level of earnings growth by -- in the rest of our business and so -- as well as the opportunity to get earnings accretion from investments in new Affiliates. So I think the proportionate relationship can confuse the overall opportunity is very large. Nate, why don't you talk a bit more about the breadth and capacity of our product set?

Sure. And so in answering that part of it, I do agree with part of the way you framed the question, right? Which is the growth in both diverse -- the growth in diversity both by firms, by investment strategies and by product structures and types does tend to create more consistency, right? So I think that dynamic is definitely -- that you described is definitely there. But just sort of stepping back, I tried to cover this a bit in my prepared remarks. We have a number of firms, it's traditional and alternative products, a whole range of different Affiliates. Some of these are sort of the traditional kind of 1 in 20 or 2 in 20 kinds of products. A number of them are also very highly customized. And so and also the blend is implicit in the way you framed the question. The blend is really not -- has a lot of significant parts that are really not correlated with each other. Again, it doesn't mean that there won't be periods where there is correlation, but the blend over time, tends not to be correlated with each other. So -- and of course, there's -- it's asymmetrical, right? So it's bounded on the downside and that get kicked, right? And so it's very broad, very diverse, and again, I don't think we would want to sit here and say, it is growing as a percentage, in large part, because of the points I made, which is the overall business continues to grow at a good pace, but the size and amount of the performance fees that can be generated is definitely growing. Michael S. Kim - Sandler O'Neill + Partners, L.P., Research Division: Okay, that's helpful. And then just finally, coming back to capital management and deal flow. It sounds like some of the recent moves on the capital management side are ways to maybe maximize some liquidity and then just given what sounds like maybe more -- a bit more constructive commentary around the pipeline. Just taken those 2 things together, is it reasonable to characterize the pipeline as maybe being skewed more towards bigger deals? Or is it just more a function of maybe right sizing your capacity with the opportunity set in terms of just the number of potential transactions?

I think the pipeline is strong and includes a broad set of prospective Affiliate types, both in terms of product types, geography and size. I think I'd leave it at that. Do you want to comment on...

Yes, just on the capital planning. So, of course, we've been kind of harping on this point that we're focused on simplicity, flexibility and capacity. I think given what Sean has said about increasing activity, flexibility, liquidity with a potential to even add capacity is really the thing that we're thinking about today.

Our next question comes from the line of Robert Lee from KBW. Robert Lee - Keefe, Bruyette, & Woods, Inc., Research Division: Just real quickly, I guess, for Jay. Just picking through the balance sheet, did you still have to crystal the forward equity rate arrangement to get cleaned up or...

So, yes, we, of course you saw the senior convertible was retired. We have unwound approximately half of our forward equity with no shares issued. I think, at this point, we'll reflect on whether to do the other half. I mean, the forward equity together with our $1.25 billion revolver is part of our readiness program to execute on our new investment strategy. So I think we're going to continue to reflect on that. Robert Lee - Keefe, Bruyette, & Woods, Inc., Research Division: Okay, fair enough. Maybe a question for Nate. I'm just kind of curious -- if I think of the global distribution and just general thinking of that is predominantly an institutional success story and where most of you flows have been. But can you maybe -- how do you think of a retail component to that. Clearly, you're focused on it here, and I know it's -- try to take some additional investment, but is there -- do you seen an opportunity to kind of leverage what you've built at? And maybe start attacking more of a non-retail outside the U.S.?

To do the last bit first, I think in the long-term, of course, that's part of it. And there is -- and I'll work my way backwards to the questions. I think there is definitely some cross leverage between things we've done in global distribution. For example, there are a number of intermediaries that are truly global intermediaries. There are a number of platforms that are really global platforms that we're interacting with, both in the U.S. and outside the U.S. And there's definitely leverage to bring through the way we face off against those global platforms, right? So there's definitely a cross leverage between the 2, as well as, obviously lots of learning. But the main thing I'd say is our U.S. retail business is today a very successful platform, and we are driving positive flows for a number of our Affiliates through that platform. It's just sort of coming to a point that Sean made, it's just that looking ahead, we think there's a real big opportunity here as investors rerisk. And so -- and we think that this is definitely a channel where there are significant benefits to scale. And so again, remember this will go all the way back to what we're trying to do with global distribution, is we're trying to marry excellent performance of any boutique with the scope and scale of a global distribution platform and business and we're trying to be big where big is an advantage but not get in the way of the things where boutiques really have competitive advantages. Anyway, that we think U.S. retail is absolutely a place where that kind of theme can really play out. And so as -- while it is a scaled business today and we are driving good flow today, as we look forward, we think there is a very big opportunity there. And it will require some incremental investment on our part but it'll also be a lot of just how we position that business and how we pull Affiliates in and ultimately leverage the scale that we've got in relationships we've got already. Robert Lee - Keefe, Bruyette, & Woods, Inc., Research Division: Well, Nate, following on that. So if I think of the U.S. retail business, I'm back getting too lost in the weeds -- 2 questions here. When you talk about investing in the platform, is it -- should I simplistically, think of it as, hey, we need more boots on the ground, so it's really more wholesalers and servicing people. And then I guess the second part of that, to your point, maybe getting a sense of how many of your existing Affiliates are actually using your retail platform that exist today and is part of the opportunity bringing -- how much of the opportunity to bring more of them whether it's a Third Avenue or whoever may be kind of into that fold?

Yes, so the answer is -- the short answer is yes, right? Some of it is the incremental investment, some of it is absolutely, they are firms that are working with us in global distribution. And as we've gotten -- as we've built businesses together elsewhere, we see the opportunity to bringing them to reach. I mean, look, the biggest place for that kind of opportunities or a big place -- I mean, not the biggest but a big place where that kind of opportunity exist is, of course, bringing additional high-quality alternative product packaged appropriately. Where there's -- it's more than just the boots on the ground plan, how do we appropriately package the product, and then how do we leverage our relationships at the home offices of large distribution platforms. I think there's -- a lot of the value will come through things like that.

Our next question comes from the line of Chris Shutler from William Blair. Christopher Shutler - William Blair & Company L.L.C., Research Division: So I know that you said that the flows were diversified geographically, but I was hoping maybe you could hit the key regions, so U.S., Europe, Middle East, Asia and just talk about what kind of products you think you're having the most success with in each of those different regions? I mean, I know it might be tough to make generalizations, but any specifics you could offer will be helpful.

Okay. Obviously, that could be a very long question. I think the -- I think that maybe the easiest way to start into the answer is not to focus specifically on the quarter. Like because if you focus specifically on the quarter, there's all sorts of idiosyncratic things that come out, right? So if I look back -- so in the U.S., right, which is absolutely one of the -- we'll start with the U.S. In the U.S., it's been global, emerging alternatives in U.S. equities. That's definitely -- it's been all of those. Those were areas we're been having really good success. As we look at sort of the other regions over mostly institutional, so Middle East, or in Australia or in Asia, those have tended to be mostly global emerging markets and alternatives, there have been some significant -- I don't know whether it's trend or idiosyncratic U.S. equity wins, I mean, that's something that we talked about the last quarter or 2. So there has been some of that. There's been more of these same things that we've been talking about global, emerging and alternatives. And in Europe, it's those plus also sort of more European-focused product as well. So that's sort of a high-level long trend kind of answer.

And again, it is positive net flows in every covered region, every channel, across a broad range of products, virtually all of our largest Affiliates more than 70% of our total Affiliate base has had positive flows. So it's quite broad-based. Obviously, ongoing success and organic growth requires continued excellent execution by our Affiliates in generating alpha for their clients and by our Affiliates and AMG's distribution professionals but we're -- all of the elements continue to be in place for us to see sustained growth. Christopher Shutler - William Blair & Company L.L.C., Research Division: All right, great. That's encouraging. And then only other question would just be, given the strong flows of some of your minority interest Affiliates, how would you compare the opportunity to acquire larger stakes in some of those firms today versus maybe at the outset of the year? Has it changed?

No, it hasn't changed.

Our next question comes from the line of Greggory Warren with Morningstar.

As we work through this year and we get into next year, I think we've gone a bit of a reprieve here on the fixed income side with the fed backing off a little bit on the quantitative easing. But as we look out, we all know that interest rates are eventually going to go up and people are going to be moving out of fixed income more than they have already. Do you think there's a potential as we get into next year, the first half of the year being a really good positive period of flows for your guys sort of akin to what we saw the first half of this year?

I think we're not going to try to predict the forward path of interest rates. I think in our experience, no one does a very good job at doing that and inevitably the consensus is wrong. So I certainly wouldn't disagree with the premise that rates should rise over time. I think what is very clear to us is that clients, both institutional and retail, are increasingly aware of and sensitive to the very substantial risk that there is in long-duration fixed income products. Now how that reflects in client flows, I think is going to vary firm to firm, and it too, will be somewhat difficult to predict. For us, we know that we don't have any exposure to long-duration fixed income. So to the extent that one believes that there will be outflows after a period of really epic inflows into fixed income, to the extent one believes that there will be this rotation, the fixed income outflows will not affect us nor will the depreciation and the value of fixed income products as rates rise over time. To the extent that you see a true rotation and flows into risk products in a more sustained and dramatic way, obviously, as we've said, we think we're very well-positioned to take advantage of that. We're seeing early signs of that opportunity. We're building out our U.S. retail capability to take even greater advantage of it. And so none of us know when but I think to the extent that we believe that these trends will reverse, we're quite optimistic about its impact on us.

Okay. I guess my question wasn't as eloquently put in as I wanted, but you got around sort of kind of the answer I was trying to get at and I was just thinking as we got into next year sort of that first half of the year is generally a good period for, especially advisory-driven accounts and institutional accounts, looking at mandates, looking at specific things to kind of adjust allocations. And emerging developing markets continue to be sort of an area of growth within equities that people are still interested in. And U.S. equities, I think you guys are well positioned there. I was just wondering if we're likely to see kind of a continuation of the run rate, the quarterly run rate we've been seeing this year from a flow perspective? Because I think we're on pace to do sort of a double-digit rate of organic growth this year.

I think it's very difficult to predict what industry flow patterns will be quarter-to-quarter. So I think we don't disagree with your broad characterization but don't want to get in the business of predicting quarterly retail flows so...

Our next question comes from the line of Marc Irizarry with Goldman Sachs.

Sean, I was wondering 2 things: One, when the tide -- if and when the tide does turn on fixed income, if there's a rotation within fixed income, where are you sort of in the thought process or discussions with more fixed income type of boutiques? Is that something that you see as an opportunity for you in the future? And then I don't know if this is for Nate, but can you give some perspective on how much of the flows in the equity world that you're seeing from institutions as sort of manager replacement activity versus sort of outright allocations?

So to answer your first question with respect to our interest in fixed income perspective Affiliates, there are certainly niche areas of the fixed income product set that are attractive, either alternative categories or some maybe non-U.S. fixed income managers, but core fixed income is not, as you know, a product area that we think is something that makes sense for us either in terms of the unique nature of the elements of -- that make for a successful fixed income manager, we think they are different than -- in many respects than they are for what makes for the most successful alpha-generating product categories. We also don't find many boutiques that are successful in core fixed income. And the last thing I would say is that from a timing standpoint, I think we missed a 25-year run. Nate and I got our first project together when we were both on the advisory side was in the transaction that created PIMCO Advisors. That was in 1993. That would have been a really good time to invest in core fixed income. I think 2013 isn't such a good time. And so you shouldn't expect us to be doing anything in that area. Nate?

So your question was focused specifically on the equity piece, I think. As best we can tell, more than half and I'm focused here on this quarter, as best we can tell more than half of the flows in institutional equity were replacement. Again, it's really hard -- that's a sense not something that's sort of scientific and a lot of them we honestly, the sub funds, I mean we just -- a lot of times you just can't tell, but that's our sense.

There are no further questions at this time. I would like to turn the floor back over to Mr. Sean Healey for closing comments.

Thank you, again, for joining us this morning. As you've heard, we're pleased with our results for the quarter, and we're confident in our prospects for continued strong growth ahead. We look forward to speaking to you again in January.

This will conclude today's teleconference. You may disconnect your lines at this time. Thank you for your participation. Have a great day.