Greetings and welcome to the AMG Second Quarter 2016 Earnings Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. [Operator Instructions] As a reminder, this conference is being recorded. I would now like to turn the conference over to your host, Selene Oh, Vice President, Investor Relations for AMG. Thank you. You may begin.

Thank you for joining AMG to discuss the results for the second quarter of 2016. 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 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. Against the backdrop of volatile markets and muted investor risk appetite, AMG generated solid results in the second quarter, including stable economic earnings per share and year-over-year growth of 8% in our pro-forma assets, bringing our total assets under management to approximately $700 billion. Our Affiliates produced excellent relative investment performance and positive net client cash flows and we added outstanding new Affiliates, including Winton Capital Management and Capula Investment Management. As Jay will describe, given the increased earnings power of our business, even in a relatively difficult environment for the asset management industry, we see continued earnings growth for the balance of the year and through 2017. Notwithstanding, elevated market volatility, which resulted in industry-wide risk aversion, we generated positive net client cash flows during the quarter. As Nate will discuss, our strong net inflows in the retail and high net worth channels were partially offset by lower institutional sales, especially at the end of the quarter as a number of global institutional clients decided to pause implementation of investment decisions in response to the unexpected outcome of the UK’s Brexit referendum. We believe that this was essentially a short-term response, and looking ahead as markets have stabilized and investor expectations adjusted, we are seeing a resumption in sales momentum and expect to benefit from these delayed fundings through the balance of the year. We also believe that rise in dispersion in the market will increasingly favor differentiated performance-oriented strategies, including focused active equities and a range of value-added alternative investment products. Our Affiliates’ equity strategies performed well in the quarter, including Tweedy, Browne, Harding Loevner and Genesis; which all posted strong absolute and relative performance in global and emerging market equities; and the Yacktman and TimesSquare, which in particular generated excellent results…

Thanks. Good morning, everyone. As Sean said, in the quarter heavily influenced by macro uncertainty, we have positive net flows and our business performed well, as the market volatility created opportunity for high-quality active managers. Let me begin with performance of the second quarter and start with our alternative products. Across our Affiliates, we are one of the largest managers for alternative products in the world with a very diverse portfolio of strategies across categories and investment styles. As Sean mentioned, the addition of a diverse series of high-quality alternative return streams to our outstanding equity boutiques, significantly improves the stability of our business, while also providing enhanced long-term return profile. Now, before I describe our performance in more detail, let me further breakdown our alternatives exposure in the categories. And we now have these categories broken out in our IR presentation on our website. We have four primary group earnings. First, Private Equity & Real Assets, which includes the variety of long-locked capital products, such as Pantheon’s global private equity fund of funds and infrastructure funds, Baring Asia’s emerging markets private equity strategies and EIG’s energy and related infrastructure investments; none of which are impacted by short-term fluctuations in equity market. The next category is Systematic Diversified strategies. These include our managed futures or CTA products at AQR, Systematica and Winton, which see to deliver returns which are uncorrelated with equity markets and often substantially outperform in declining markets. The third category Fixed Income/Equity Relative Value strategies, including those at BlueMountain and Capula, which look to provide returns uncorrelated to traditional equity and fixed income markets, as well as strategies with varying degrees of equity market exposure from full exposure to market neutral. Our fourth category is Multi-Asset and Multi-Strategy, which includes products that utilize a variety of asset…

Thank you, Nate. As Sean discussed, we generated solid results in the quarter marked by industry-wide risk aversion. AMG has differentiated ability to produce stable earnings across a range of market environment. And with the addition of Winton and Capula, we will further diversify and increase the earnings power of our business. As you saw on the release, we reported economic earnings per share of $3.06 for the second quarter, which included net performance fees of $0.10. On a GAAP basis, we reported earnings per share of $1.97. Turning to more specific modeling items, for the second quarter our EBITDA was $220.3 million and the ratio of our EBITDA to end-of-period assets under management was approximately 13.6 basis points or approximately 13.1 basis points, excluding performance fees. In the third quarter, we expect this ratio to decline to approximately 13.1 basis points, reflecting lower performance fees, which is typical in the third quarter. As a reminder, we will report our recent new investments on one quarter lag. As a result, this will have the effect of lowering our earnings for the second-half of 2016, but not thereafter. As we closed Capula in July, and we expect to close Winton in the fourth quarter without reporting their respective income in the quarter in which we close. I will further describe the timing and cost of funding of these new investments in a moment. With regard to our taxes, our effective GAAP tax rate for the quarter was 32.3% and our cash tax rate was 18.8%. In the third quarter and for the full year 2016, we expect our GAAP tax rate to be 33% and our cash tax rate to be 20%. Intangible related deferred taxes for the second quarter were $21.3 million. We expect this number to remain at approximately…

[Operator Instructions] Our first question comes from the line of Craig Siegenthaler with Credit Suisse. Please proceed with your question.

Hey, good morning.

Good morning.

Good morning.

I want to hit first on the $8 billion of lower institutional sales activity in 2Q. So I’m just trying to think about it. But if Brexit really only impacted the last week of the quarter and the petrodollars impacted the redemptions, but not sales, I just want to better understand the $8 billion decline. And may be the answer is institutional sales activity is very lumpy as you said. And also, I think, you also said that you didn’t have any large lock-up fund raises too.

All right, this is Nate. So I think you understand it mostly right. So I think, first, I would say that the Brexit vote, the slowed funding is really where the uncertainty around it. So we actually saw that show up more broadly through the month of June, than just right after the vote. So there’s actually that uncertainty running into it. We saw a few things sort of push out. That was the first. And then the second is, as you say, we didn’t have any closes in long-locked capital products, which is the other underlying sort of trend I’d give you. And then, yes, of course, as you say, it is always lumpy. And so the timing of the close on one or two fundings ends up - can end up impacting that growth sales number - can end up back in that growth sales number. The new thing I would say just follow on to your question is, yes, look, July was a good month and the institutional pipeline looks really strong. And partly that is probably because of something that slipped from Q2 into back-half of the year. But the RFP levels and the finals activity levels are really fantastic. And so maybe even a nuance there which is that description I gave of June was really on funding, not really on activity level. Because again, activity level through the quarter was actually quite good.

Thank you. Our next question comes from the line of Alex Blostein with Goldman Sachs. Please proceed with your question.

Thanks. I was hoping you guys can update us on the year-to-date trends that you’re seeing out of Winton and Capula, specifically on performance and flows. And I guess, once you think about your 2017 guidance, can you just remind us I guess again what accretion you’re assuming for that one from these new deals. And I guess the underlying assumptions for that, meaning, flows and the performance fees for those new Affiliates?

I’ll start. Maybe, Nate, if you want to add in some color and Jay can answer the last bit. When in Capula of course our - in the case of Capula, we just closed our investment and Winton will be later this year. Their performance is actually good and was ironically even better post-Brexit. So across our book, alternative strategies and you heard a broader more comprehensive discussion this quarter and you’ll hear more as we broaden and expand our disclosure around the range and quality of our alternative products. But the main answer is that looking ahead we feel very good about the position and performance level of especially our largest Affiliate products; but including the range and diversity of the products, because inevitably not every product or strategy will outperform in every period and that it’s the correlation among the alternative products as well as correlation or lack of correlation to equity markets. That’s important to bear in mind.

Yes, Nate, do you want to…?

Jay, I’m just going to answer on the 2017 piece if that’s okay. So on 2017, the first thing, obviously, Alex, is that we’ve incorporated Capula, which has closed and Winton that will close in the fourth quarter. Again, we will hold a full year reporting of those in 2017. The 2016 numbers will be affected by the lag that I mentioned. But that is included in the $14 or $16 of the 2017 estimate. But specifically when you look at the deal itself, we had announced the range of accretion $0.50 to $0.80. Given that we will be issuing the 2.5 million shares in the fourth quarter, it’s going to be closer to $0.60, but it will still be in that range. And it’s included in the 2017 numbers already.

Thank you. Our next question comes from the line of Michael Carrier with Bank of America. Please proceed with your question.

All right, thanks, guys. Hey, Jay, just wanted to get an update, like when we think about the activity that you guys have pursued this year both in kind of the end of 2015, beginning of 2016 and then more recently in June on deals, it’s been pretty active. So just wanted to get an update, when we think about the balance sheet, the capacity, what we should be expecting maybe over the next six months, in terms of either paying down some debt versus the - maybe as you’re going into 2017? It sounds like you still have capacity and there’s a lot of activity that could potentially be done over the next few years. But just wanted to get an update, just because you guys have been relatively active over the past six months?

Right, yes. I think that’s a fair comment. So far in 2016 we’ve closed or will close on approximately $1.3 billion in new investments. So I think you are right on that. We have positioned the balance sheet for both flexibility and capacity. As you know we expanded or we increased the revolver to $1.45 billion. And we did the equity forward, really in anticipation to continuing our new investment strategy continuing to execute on our pipeline. We are well-positioned for that. And as it relates to overall leverage levels, we are just a hair above two times. I think two times would be a level that over a longer period of time we would think we would be at. So we are not really over levered at this point. And in fact, we are probably right where we would want to be. You can see a modest de-levering, but nothing that would change the sort of course of our balance sheet and as it relates to capacity to do deals we’ll by the end of the year have over a $1 billion under our revolver that we can continue to execute.

Thank you. Our next question comes from the line of Brian Bedell with Deutsche Bank. Please proceed with your question.

Hi, good morning, folks. Just going to circle back on the institutional side, if you could, size some of that delayed funding in what you’re seeing so far in July just to give us a sense of the flows into July. And also, if you could, break that out between the petrodollar redemptions. I think, Jay, you had before talked about exposure to petrodollar funds all-ins. Just wanted to get a sense of where we are through that sort of potential pipeline of redemptions. And then also just the magnitude of the private equity fundraisers, I realize they’re lumpy. But I just want to get a sort of a sizing of that.

Yes, so I’ll try to hit all those. And I think there - it’s not unfair to think about them as sort of relatively equal magnitudes as a way to think about it. So the fundings sort of a couple of billion, the petrodollar outflows, again that’s not impacting that growth sales number. But that was also significant. And the closes on long-locked capital, as you say, they’re very lumpy. Some of these when you come through with flagship products those are multibillion products, sometimes spread across multiple closings. But as you say, it will be lumpy, but those are all very significant things. I don’t declare. We did have some additional pieces in, but there was nothing that was sort of a meaningful close on long-locked. Which again, if you look across the breadth and diversity of that product set across the Affiliates we sort of talked about, it’s quite unusual to not have anything. But again, as I said, it was just the accident of how things stacked up. And then I think our petrodollar, kind of the exposures, still one of the lowest I think in the industry frankly. But it’s still a couple - probably a couple of percentage is probably how we’d characterize that.

And, again, all of that is separate and apart from the very elevated. In fact, I think I heard Nate use the word fantastic, which is not a typical Nate-word, RFP and finals activity. So we feel very good about current trends, especially given our product set and performance.

Thank you. Our next question comes from the line of William Katz with Citigroup. Please proceed with your question.

Okay. And thanks so much. I’m just kind of curious, in terms of guidance for this year. I appreciate you giving us next year as well. You’ve narrowed down the range pretty substantially. And feel like the midpoint phased down about $0.50. How much of that just relates to the timing of the economics of the deals versus perhaps a little bit less performance fee dynamic going into the end of the year?

Yes. So the short answer is it is primarily related to the timing of the financing and the quarter lag of reporting. And then there is a bit of it that’s performance fee. Maybe just to give you the backdrop, but the last time we gave guidance are - at the time we gave that guidance in the quarter which was May 2, we were already up above 1%. And as you can see from our AUM table, we experienced about 1.3% market change for the full quarter. And I also we note that FX impacted it by about 0.5% negative. So we really from the last time we gave guidance, markets really haven’t changed materially. So it really was not market related. And then, when you look at what happened quarter-to-date July, we’ve effectively experienced about 2% up in our blend which would be exactly consistent with what a quarter would expect. So there is really no change to our forecast with respect to beta, because we got the 2% that I just described. So really the three items are the quarter lag, closed in July Capula, but we won’t report until the fourth quarter, expect to close Winton in October, but won’t report till the first quarter of 2017. But we will have the revolver balance and the 2.5 million share issuance in this calendar year. And so, that’s the first bit. The second bit then would be our model convention, given the pacing of due investments, the $1.3 billion I mentioned earlier, we would from a guidance and a model perspective not assume anymore share repurchases. So that has an impact. And then lastly, we’ve taken down our performance fee expectation just modestly, but that’s the third piece here.

Thank you. Our next question comes from the line of Chris Shutler with William Blair. Please proceed with your question.

Hi, good morning. This is actually Andrew Nicholas calling in for Chris. I just wanted to talk briefly or ask a question on the fiduciary rule. If you guys wouldn’t mind just reminding us what percentage of your EBITDA is exposed to the rule or kind of exposed to US retirement accounts? And then, any thoughts more generally on the shelf space, distributors potentially changing and maybe just more broadly how you expect AMG to be impacted?

So this is Nate, I’ll take that one. So I think the short answer, right, is that we don’t think the DOL rules will have a significant impact on our business and maybe just at a first answer, at a bit of a high level. But our Affiliates that are interacting with retirement advisors, retirement investors are already fiduciaries. And so there were time that a piece of our business is modest. It’s actually, frankly, an area where we should able to grow our business and there should be real opportunities for us there over time. That said, right, there definitely going to be ways that the rules are impacting the way products are sold by intermediates you work with. And that is where most of our retirement business is. And so, we’re probably thinking about this the same way as many others are from that perspective, which is, okay, what are the things we can be doing to be a supportive partner as we are sort of working through - as they’re working through primarily, but as they are working through that. So, again, not a particularly large piece of our business, the places that we’re interacting directly already with retirement investors were already fiduciaries. It’s 100% of our business. And so, it really is for us the question, how do we really support our channel partners.

Thank you. Our next question comes from the line of Dan Fannon with Jefferies. Please proceed with your question.

Thanks, Sean. I guess, could you talk a bit about the new investment outlook and kind of what’s happening there. And maybe, post-Brexit that volatility effect really changes the potential for deals in the short-term, and then also kind of pricing of - we’re seeing evaluations come in given what we’re seeing in the public markets for what the traditional - or their evaluations coming-in in?

Sure. As you heard us say in the prepared remarks, generally speaking, the new investment pipeline continues to be strong. I guess, I would say looking back over what we’ve done over the last year and trying to imagine looking forward, I think, there is probably a little more balance in the mix of little more traditional and perhaps a bit more U.S. based. But that’s I think, just the - really just the incidental element of the pipeline in our relationship set and not anything that I would call an enduring trend, I think, because the overall opportunity is very much global and includes, of course, excellent alternative firms as well as traditional loan only. So to your question about whether the recent volatility has done anything to impact the pipeline, I would say, not, not really. I mean, I could maybe argue that to the extent that markets have recovered that there might be a greater inclination to move forward. But it’s not anything, we’ve seen from the discussions that we’re in the midst of and in terms of the forward part of the pipeline that continues to be positive with, I would say, transactions that we’ve been working on, as well as ones that we’re just at the earlier stages. And finally, with respect to your question about pricing, I would say, for the best firms it’s you always have to pay fair prices. We, as you know, don’t participate in auctions, don’t try to quote, win actions. And firms which choose to partner with AMG are making a much broader decision, beyond just the valuation of the portion of the firm’s revenues that were acquiring in a short transaction. There are pockets of the industry, I would call out probably, private equity firms where there is a lot of activity, and I would say a supply/demand balance among buyers and sellers which is less favorable. But even there we still find opportunities to invest in a sensible basis. And overall, it continues to be very much an execution of our new investment strategy in the same way that we’ve been doing it for two decades, building on relationships that we’ve established over years, and then making investments as a product of all the relationships and the description of our investment structure and how that fits with the prospective Affiliates’ long-term succession plans.

Thank you. Our next question comes from the line of Robert Lee with KBW. Please proceed with your question.

Thanks. Good morning. I guess my first question is actually in the high net worth flows. I mean, they were pretty strong this quarter and they’ve been actually a fairly positive for a while now. Can you maybe give us a little bit of color on that? Is that coming a lot from - I know they’re not particularly large - but is a lot of that coming from your initiatives in the RIA market or maybe little more color on what’s driving the strong flows in that channel?

Sure, so as you said, we’ve been - I think our Affiliates have done a really nice job in the channel. The biggest driver in the quarter and over this period sort of has been the strong flows of - disseminated through the broker dealer channel, including through AMG funds, which has also got a distribution platform for those and the operational platform for those products as well. But as you say, the Wealth Partners - the AMG Wealth Partners is developing some real nice traction with a very significant contributor this quarter, and has been over the last four or five quarters. And most of that, as always, most of that is due to the really good work of those Affiliates - those very high-quality leading independent RIAs are doing themselves, but we are also doing some - we are also exploring and have now launched a few initiatives to help augment their new business development, and I think some of those are starting to take hold as well, so I think that’s contributing.

Thank You. Our next question is a follow-up from the line of Brian Bedell with Deutsche Bank. Please proceed with your question.

Hi, great. Thanks for taking the follow-up. Just wanted to circle back on just the last part of that my prior question on just the month of July, I think, Nate, you talked about the delayed fundings of around $2 billion. I just wanted to see if that actually came in July, and if the institutional channel is substantially positive in July. And Jay on the guidance, just the range for performance fee assumptions within your guidance? And on the net flow, on the bottom side, is that still a positive organic growth assumption on the bottom side of the net flows for guidance?

Let me start with the question about July. I don’t think, we are going to be able to do kind of month by month. I think, July was a good month, and I think we sort of characterized the sort of sizing of stuff that slipped into the back half of the year. So I think those are both - it was a good month and that is a positive kind of tailwind for the next two quarters, yes.

So I am going to - I think, you’re asking about 2017, Brian, in terms of performance fees?

Yes.

So I’ll address it. I’d just say that as we look at the estimate for 2016, we’ve already booked $6.01, and so really we’re just looking at the second half of the year, we’re making a judgment on where we are. But the year is still early and that’s why we have a range, primarily for performance fees on that $12.30 to $13.30. But when you look out into 2017, and I should have said this earlier, a lot of these items that really just affect 2016, they go away. They normalize, because we’ll have the full year effect of Winton and Capula, we’ll obviously have the full year effect of the share count, and we will have a new year with respect to performance fee opportunity. When you look at performance fee opportunity and we continue to add incremental breadth and diversity to this product set with the addition of our 2016 Affiliates, and when you take them all together. We expect kind of low-teens contribution for performance fees at the midpoint of the 2017 guidance range. And obviously there is a range around that, makes up a good part of that $2 range. The other thing that you mentioned is organic growth, and yes we do assume positive organic growth, and a range as well, more modest amount at the low end and more robust amount at the top end.

Thank you. Our next question comes from the line of William Katz with Citigroup. Please proceed with your question.

Okay, thanks so much. Just two questions, actually. Number one, Jay could you talk more about the decision to use equity in the Winton and Capula transactions versus just funding it from operations and taking on the dilution, and what that might mean for go-forward buying power? And then on the real assets in private equity, are those three platforms you have called out, are they actually in the market right now for some mandates? Thank you.

So I’ll go first. Yes, so, Bill, going back to the backdrop here was we did $1.3 billion in the first six months of announced deals. The forward equity structure, which we’ve used several times in the past, really gives us the option to issue equity. I think the third consideration is our leverage ratio of debt-to-EBITDA is just about two times now, call it 2.1. So those things taken together, we want to make sure that we have ability to execute on our new investment strategy as we obviously want to pick up the very best highest quality boutique Affiliates, when they come to us, so that we have no interruption there, we obviously also want to keep our leverage at a reasonable level. So that’s really the two main drivers as to why we chose or why we are choosing to issue 2.5 million shares later this year. It does preserve in both respects, our ability to execute, and as we look forward we expect to continue to execute. So really it is in preparation and getting ready for the next wave of new investments.

And then, on the private capital, there’s not a lot we can sort of say about it other than, I’d say what, there is good demand for some of the products. They do have plans, sort of capital raise plans for the back-half of the year. And I think the thing that’s driving the timing or a thing that’s driving the timing, I don’t want to say it’s the only thing, but a thing that is driving the timing has been the pace of putting capital to work from prior things and whatnot. So it really is just good underlying demand trends and just the question of when they bring products to market.

Thank you. Our next question comes from the line of Alex Blostein with Goldman Sachs. Please proceed with your question.

Thanks for the follow-up guys. Just hoping I can get your updated thoughts on - thoughts around capital management and buyback specifically. So I understand the philosophy around 50% of cash flow. But given where the valuation is for the stock and significantly, I guess, improved capital flexibility from just increased cash flow generation, how are you guys thinking about opportunistic buybacks here?

Well, to just correct and maybe it’s just semantics, but it’s not a philosophy, it’s a model convention to allow or illustrate the magnitude of the impact on our earnings from the use of the cash that the business generates. So how do we spend the $1 billion in EBITDA that the business generates is, of course, a much more important and relevant question than it was three years ago, five years ago. We have a long track-record of returning capital to shareholders, when we see periods of relatively lower new investment opportunities. And over time, inevitably as the business grows there will be fewer and fewer periods where all of the cash or the largest part of the cash is used up by new investment opportunities. And so what we see going forward and in terms of the quality and pacing and magnitude of new investments is hard to gauge. As you’ve heard us say, we continue to be very optimistic about our prospects for adding outstanding new affiliates which will generate earnings accretion, and broaden and diversify our product set and enhance our business in another way. So to the extent we have those opportunities that that will continue to be the primary focus of our capital activity. That’s said, inevitably, the pacing of new investment opportunities, and again, over time as the business grows, the repurchase of shares will continue to be and over time maybe, I would say, even be a more important element of our capital management. That part is philosophy, and the commitment to return capital, and not to just build cash on the balance sheet, is also part of our philosophy. But the amount and timing of repurchase relative to new investments is difficult to forecast and I think if you look at our track record we expect that that we will continue to do both and do both in a meaningful way.

Thank you. Mr. Healey, there are no further questions at this time. I’d like to turn the floor back to you for any final remarks.

Thank you again for joining us this morning. As you’ve heard, we’re pleased with our results for the quarter and more confident in our ability to continue to create shareholder value for both organic growth and accretive investments in new affiliates. We look forward to speaking with you again in October. Thanks.

Thank you. This concludes today’s teleconference. You may disconnect your lines at this time. Thank you for your participation.