Selene Oh - Affiliated Managers Group, Inc. Sean M. Healey - Affiliated Managers Group, Inc. Nathaniel Dalton - Affiliated Managers Group, Inc. Jay C. Horgen - Affiliated Managers Group, Inc..

Chris Charles Shutler - William Blair & Co. LLC Craig Siegenthaler - Credit Suisse Securities (USA) LLC William Raymond Katz - Citigroup Global Markets, Inc. Daniel Thomas Fannon - Jefferies LLC Robert Lee - Keefe, Bruyette & Woods, Inc. Brian Bedell - Deutsche Bank Securities, Inc.

Michael Roger Carrier - Bank of America Merrill Lynch Patrick Davitt - Autonomous Research US LP Alexander Blostein - Goldman Sachs & Co..

Greetings and welcome to the AMG First Quarter 2017 Earnings Conference Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. As a reminder, this conference is being recorded. I would now like to turn the conference over to your host, Ms.

Selene Oh, Vice President, Investor Relations for AMG. Thank you. You may begin..

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

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

AMG will provide on the Investor Relations section of its website at www.amg.com a replay of the call and a copy of our announcement of our results for the quarter, as well as a reconciliation of any non-GAAP financial measures to the most directly comparable GAAP financial measures, including a reconciliation of any estimates of the company's economic earnings per share for future periods that are announced on this call.

With us on the line to discuss the company's results for the quarter are Sean Healey, Chairman and Chief Executive Officer; Nate Dalton, President and Chief Operating Officer; and Jay Horgen, Chief Financial Officer. With that, I'll turn the call over to Sean Healey..

Thanks, Selene, and good morning, everyone. AMG generated year-over-year growth in the first quarter across our key performance metrics, including record assets under management of $754 billion, a 17% increase over the first quarter of 2016; and economic earnings per share of $3.21, a 10% increase from the year-ago quarter.

Our results reflect the successful execution of our growth strategy, including the impact of new Affiliates and the excellent investment performance and growth of our existing Affiliates. During the quarter, our Affiliates' alternative products generated strong positive net client cash flows, which were offset by elevated outflows from U.S.

equity strategies, resulting in modest outflows overall.

Looking ahead, as Nate will describe, we see positive flow momentum across our business over the balance of the year as we continue to see global institutional retail clients increased their allocations to truly active value-added products even as they may also expand their passive beta exposures.

Given the quality and breadth of our Affiliates' alternative and differentiated global equities strategies, AMG is well-positioned to generate strong long-term organic growth.

Through our strategic focus on areas where we see secular demand trends, and where boutique firms excel, AMG has built one of the largest and broadest alternative product sets in the industry, and clients seeking uncorrelated return streams recognized our Affiliates as among the best managers in the world.

With over $290 billion in assets managed across relative value, systematic diversified, private equity, multi-strategy, and other alternative products, our Affiliates in these areas provide true diversification, both in terms of cross-correlation as well as relative to traditional fixed income and equity markets.

In addition to growing demand for uncorrelated alternative strategies, trends favoring alpha-oriented products will also benefit high-conviction, high-active share equity strategies, especially in global and emerging market equities, which account for approximately one-third of our assets under management.

We believe that passive equity products will take share from poorly performing core equity products, while differentiated truly active strategies, especially in non-U.S. equities, will continue to see growth. Of course, in every area of asset management, the fundamental measure of success is investment performance.

Contrary to the conventional narrative, there are active managers which have and will continue to generate alpha. AMG's partnered with a substantial number of these firms over the past 24 years, and we believe that the best boutique firms are positioned to outperform benchmarks and peers over the long term.

And across an array of alpha-oriented strategies, leading independent firms are recognized by clients as among the best managers in the industry.

We've built AMG's business based on the fundamental belief that specialist firms have meaningful competitive advantages in generating alpha, including distinct, highly focused operating and investment processes, alignment of interest through direct equity ownership and unique entrepreneurial cultures.

AMG's partnership approach preserves these attributes across generations of management partners, and the advantages of our structure can be seen in our Affiliates' outstanding long-term performance records.

As Nate will describe further, in the first quarter, our Affiliates continue to generate excellent investment results across a diverse array of differentiated, high value-added strategies.

AMG's partnership approach allows individual Affiliates to retain their investment focus and alignment with clients, even as AMG itself has become one of the largest global asset managers.

While consolidation is a topic of increasing interest in the asset management industry, we believe that consolidation and scale do not enhance, and often detract, from the primary mission of an active manager, alpha generation.

AMG's business model allows us to leverage our global scale on behalf of our Affiliates in areas where scale is a benefit, such as marketing and compliance.

But importantly, our partnership approach protects the unique operating investment culture of each individual Affiliate and the close alignment of client interest, preserving the essential advantages in alpha generation, which will further extend our Affiliates' long-term track records of success.

Turning to new investments, we continue to make progress in executing on our substantial and unique opportunity to invest in outstanding new Affiliates.

Given our proprietary relationship set with the most highly regarded independent firms worldwide, along with our reputation and unmatched track record as a partner to our Affiliates over the past two decades, we are confident that we will continue to generate incremental earnings growth through accretive investments and additional Affiliates.

With the scale of AMG's global business today, we're also able to maintain our commitment to proven capital allocation, consistent capital return to shareholders, and significant long-term value creation.

As you know, last quarter, we initiated a dividend evidencing this commitment, and going forward, we expect to increase the dividend while continuing to enhance shareholder returns through accretive investments in new Affiliates and share repurchases.

Finally, and against a backdrop of heightened political and macroeconomic uncertainty, AMG's business is well-positioned to generate sustained long-term earnings growth.

Our broad range of alternative strategies and differentiated global equity products is increasingly attractive to clients seeking to balance their passive beta exposures, and a more volatile market environment will provide enhanced opportunities for our Affiliates to continue to distinguish themselves through meaningful alpha generation.

Lastly, the breadth and diversity of our alternative strategies, which are uncorrelated with traditional markets and with each other, will provide stability and upside opportunity to our earnings, and substantial free cash flow across market cycles. With that, I'll turn it to Nate to discuss our Affiliates results in more detail..

Thanks and good morning, everyone. As Sean said, in the first quarter, our Affiliates, and especially our largest Affiliates, had excellent investment performance across a broad range of alternatives and truly active equity products.

We continue to believe that the best managers' products that deliver excess returns through market cycles, whether in traditional or alternative asset classes, will remain critical components of client portfolios as these clients need to generate returns to meet their liabilities.

Our Affiliates have produced outstanding results over long periods of time, and again this quarter, many of them generated excess returns, extending those long-term track records. Now I'll cover performance in more detail in a moment, but first let me provide a bit of context to our slightly negative flows for the quarter.

There were several underlying themes. First, we continue to see very good demand for a large number of our alternative products across the full range of client types. Second, consistent with the broader environment, we continue to see weakness within U.S. equities.

Finally, and most impactful to the first quarter, we had two lumpy institutional outflows, one in global equity and one in U.S. equity. Each of the underlying products has performed well, and we believe these redemptions were driven by specific client rebalancing decisions. Now in the case of the lost U.S.

equity mandate, a portion has already been reallocated to the same Affiliate in a different product in the second quarter.

Now, looking ahead, we feel very good about the positive momentum we now have in the retail and high net worth areas, as our product set includes a large number of in-demand alternative and global equity products, and also as our U.S.

equity retail outflows have continued to moderate as absolute and benchmark relative performance has improved in this area.

We also feel very good about our institutional growth opportunities, especially as we begin to move into the primary fundraising cycles for a number of our significant illiquid strategies and, in addition, our pipeline of one, but unfunded institutional mandates include some very large pieces of business. Now, turning to the details for the quarter.

As a reminder, our product categories include alternatives; global equities, including both developed and emerging markets; U.S. equities; and multi-asset and other strategies. In addition, we'll continue to discuss our alternative products at the sub-category level to dimension underlying return in flow dynamics that are lost at the aggregate level.

Now, as you may have seen, we've introduced our new product category disclosure in the tables of our press release as we believe it helps further describe and contextualize our business.

Now, for the specifics and starting with our alternative strategies, which account for approximately 39% of our business by assets, within private equity and real assets, our Affiliates, including Baring Asia, EIG and Pantheon continue to maintain and enhance their solid long-term track records across their flagship offerings.

As we said before, these historical returns will drive strong interest for the upcoming capital-raising cycle. In addition, each of these firms continues to enhance and broaden our product sets, which over time will produce additional significant growth opportunities.

In the fixed income and equity relative value area, major hedge fund indices posted positive returns in the quarter as indicated by the HFRI Relative Value Index with a 2.2% return, the HFRI Equity Hedge Index with a 3.8% return, and the HFRI Event-Driven Activist Index with a 1% return for the period.

Performance across our Affiliates was also very strong on an absolute and relative basis as AQR, BlueMountain, Capula and ValueAct all performed well. Within our multi-strategy and other category, indices were generally positive for the quarter as indicated by the HFRI Fund Weighted Composite return of 2.4%.

Against that backdrop, most of our Affiliate strategies generated good, absolute and relative returns in the quarter.

AQR and First Quadrant's largest strategy in the category, including alternative risk premia and risk parity strategies, produced solid positive returns benefiting from their broad portfolio positioning in the quarter as most underlying exposures performed well.

In our systematic diversified category, the SocGen Trend Index fell by about 0.9% and against that backdrop, results among AQR, Systematica and Winton products were mixed in the quarter.

But we continue to see good client demand for these strategies as they've uncorrelated return streams and many of them have historically performed well in strongly downward trending markets.

Turning next to flows in our alternatives calculation for the quarter, we had good organic growth with $4.3 billion of net inflows, supported by both strong retail and institutional sales. It's also worth pointing out that we generated these positive flows almost entirely across our more liquid alternative subcategories.

On the other hand, within our private equity and more illiquid product set, we had continued realization activity from maturing funds without the offset benefit of meaningful fundraising.

Now, as we discussed last quarter, we have a very significant upcoming fundraising cycle for illiquids that's weighed to the back half of this year and the first half of 2018. Although we should start to see some initial activity in the second quarter of this year.

Now, moving to our global equities category, which accounts for approximately 33% of our business by assets, global developed markets had a strong quarter with the MSCI World Index returning 6.5%.

Our Affiliates generated excellent returns in the quarter as well with the primary strategies from AQR, Harding Loevner, Trilogy, Tweedy, Browne and Veritas outperforming the benchmarks.

Emerging markets provided even stronger returns with the benchmark MSCI Emerging Markets Index up 11.5% in the quarter, both AQR and Harding Loevner outpaces index, but Genesis lags in the quarter but still maintained an excellent long-term track record.

Within global equities, we have $1.1 billion in net outflows as growth within our retail and high net worth channels, both of which continues to see solid positive momentum, was offset by elevated institutional redemption levels, most notably the single, large institutional redemption I mentioned earlier.

Across global equities more broadly, AMG's largest Affiliates – AQR, Artemis, Genesis, Harding Loevner, Tweedy, Browne and Veritas – all continued to have excellent long-term track records and we feel quite good about where we are with the category as a whole. Now, turning next to U.S.

equities which accounts for approximately 15% of our business by assets. Market performance was mixed with large cap and growth stocks generating strong returns. For the quarter, the S&P 500 returned 6.1%, while the Russell 2000 Index returned 2.5%. Our performance against these benchmarks was also mixed in the quarter.

Our performance includes Frontier, GW&K, SouthernSun and Yacktman; although largest strategy, the TimesSquare, missed their benchmarks in the quarter. Within U.S. equities, we have $4.6 billion in net outflows and that's in line with industry-wide trends in the product category.

While we have a broad array of specialist strategies that we believe will continue to track client demands over time, especially within the small and midcap spaces, this was a particularly challenging quarter as the one large institutional redemption I mentioned, along with overall institutional demand weakness, more than offset the continued improvement in retail flows.

Turning finally to our multi-asset and other category, which accounts for about 13% of our business by assets and that encompasses multi-strategy and balanced mandates in our wealth management Affiliates, as well as a number of multi-asset and specialty fixed income products, including municipal bond as well as Canadian and UK fixed income strategies.

Now on the wealth side, we saw good growth from performance across these generally customized portfolios as well as continued positive net flows. In the specially fixed income space, performance was generally good and we continued to see solid net flows into the our muni bond and other fixed income strategies.

Overall, within the category, we had roughly $200 million in positive net flows.

Now looking ahead, with an excellent group of in-demand strategies across global and emerging markets equities and a wide range of liquid alternatives, coupled with an upcoming significant private equity fundraising cycle, we're well-positioned to generate long-term organic growth.

We also believe that the combination of dedicated local sales and marketing efforts in our Affiliates, in partnership with the global scale and reach of AMG's complementary distribution platforms, creates an even greater opportunity to drive significant growth across the business. With that, let me turn to Jay to discuss our financials..

Thank you, Nate. As Sean discussed, our first quarter results reflect strong year-over-year growth across our key performance metrics. With assets under management of $754 billion, up 17% from a year ago, we continue to meaningfully increase the scale, diversity and earnings power of our business.

As you saw on the release, we reported economic earnings per share of $3.21 for the first quarter, which included net performance fees of $0.18. On a GAAP basis, we reported earnings per share of $2.13.

Turning to our performance metrics, for the first quarter, aggregate revenue grew 37% to $1.4 billion from a year ago, driven by significant growth in equity method revenue due to the impact of our 2016 new investments, all of which were equity method Affiliates, together with stronger markets and a higher level of performance fees.

The ratio of aggregate revenue to average assets under management increased from a year ago both on a management fee-only basis and in total, reflecting our 2016 new investments, which added a number of high-quality alternative managers at slightly higher management fee rates and also contributed to a higher level of performance fees in the quarter.

Adjusted EBITDA grew 13% to $243.8 million from a year ago, driven by the impact of our new investments, together with stronger markets and a higher level of performance fees, and reflected our mix between consolidated and equity method Affiliates.

Economic net income grew 15% to $183.2 million from a year ago as a result of lower interest expense as we've continued to reduce leverage. Economic earnings per share increased 10% to $3.21 from a year ago, which includes the full effect of last year's equity issuance.

Now turning to more specific modeling items, for the first quarter, the ratio of adjusted EBITDA to average assets under management was 13.1 basis points or 12.2 basis points excluding performance fees.

We expect this ratio to be between 12.8 basis points and 13.1 basis points in the second quarter, reflecting a range of net performance fees of $0.06 to $0.12 per share. With regard to our taxes, our effective GAAP tax rate was 32.1% and our cash tax rate was 21.1% in the first quarter.

Going forward, for modeling purposes, we expect our GAAP tax rate to be approximately 33% and our cash tax rate to be approximately 21%. Intangible-related deferred taxes for the first quarter were $19.8 million and in the second quarter, we expect this number to remain at approximately $20 million.

Our share of reported amortization for the first quarter was $38.5 million, which includes $21.7 million of amortization from Affiliates accounted for under the equity method. Amortization increased as a result of our 2016 new investments, all of which were equity method Affiliates.

For the second quarter, we expect our share of amortization to remain at approximately $38 million. Our share of interest expense for the first quarter was $21.9 million and in the second quarter, we expect our share of interest expense to remain at approximately $22 million.

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

Our adjusted weighted average share count for the quarter was approximately 57 million and we expect it to be approximately 56.6 million for the second quarter, reflecting continued repurchases. Finally, turning to our balance sheet.

In the first quarter, we initiated cash dividend of $0.20 per share and we repurchased $80 million for approximately 0.5 million shares. We expect to repurchase an additional $120 million in the second quarter, bringing our total to $200 million in the first half of 2017.

Looking forward to the remainder of the year, we expect to maintain balance sheet flexibility to fund new investments or repurchase additional shares, while also building capacity for the future by delivering, including the expected retirement or a $200 million retail bond in the third quarter, which would be accretive to earnings given its relatively high cost.

With the full-year effect of our new investments, the earnings power of our business has increased, generating run rate EBITDA of over $1.1 billion and we are well positioned to continue to execute on our growth strategy, while consistently returning capital to shareholders. Now, we'll be happy to answer your questions..

Thank you. At this time, we'll be conducting a question-and-answer session. In the interest of time, we ask that you each ask one question and invite you to rejoin the queue. Our first question comes from the line of Chris Shutler with William Blair. Please proceed with your question..

Hey, guys. Good morning..

Good morning, Chris..

So, when you say that you're seeing positive flow momentum across the business over the balance of the year, can you just break that down a little more, and would you feel that way even without the big private equity fundraises?.

Yeah. So, I'll start this. So I think, if you look at our flows overall sort of trends over the last couple years, we've generally been generating sort of modest positive flows across the entire business, with a significant part coming through the institutional channel.

And when we look at good momentum in the more retail sides of our business, what we – the retail and high net worth parts of our business, good, positive continued momentum there. A lot of that coming through all, but also slowing outflows in places like U.S. equities, where there had been kind of drags. So I feel good about that.

And then we look at the institutional channel, and it's certainly got a component of the illiquids and private equity piece that you described. And I should also remind, as we said in our prepared remarks, there's a realization component to that, which has kind of been ongoing underneath the business. So, I think we've got those realizations.

We've got the pipeline kind of deferred for that. But honestly, you look at the one on funded mandates and the pipeline of kind of finals activity and all of that, we feel good about – there are some very large wins in there in the institutional channel.

Now, predicting exactly which quarter are hard and all that, but you sort of – you look at the back half of the year – or really the balance of the year, which I think is how you framed the question, and yeah, we feel pretty good about it. Again, any one quarter will have lumpy things in it, but we feel good about it over the balance of the year.

And then you add on top of that the illiquid pipeline, which I think we have more – not visibility to the specific amounts, but we have pretty good visibility to the track records of the kinds of firms – Baring, EIG, Pantheon – that are going to be out raising money, and you make some conservative estimates about what those firms should be able to do, given their track record and the very strong performance they've been generating, and we feel quite good about that..

And those are attractive flows when they come. And as Nate noted right now, we're just getting the outs, if you will, the realizations, without the accompanying flows, which over time will be more balanced. And obviously, some fantastic firms are representing us in those areas. So, on an overall basis, we do feel quite optimistic..

Thank you. Our next question comes from the line of Craig Siegenthaler with Credit Suisse. Please proceed with your question..

Thanks. Good morning..

Good morning..

Hi.

I was just looking for an update on fee pressure and can you talk about, if any of your Affiliates have reduced prices in some of their larger products? And also, when they're launching newer products, are the fees today generally lower than they were five years ago on similar products? And then also, when you're going into a new platform or big relationship, what type of fee concessions could be offered in that? And I know like, there's a lot of different scenarios there, but I'm just looking for kind of high-level, kind of general data points here..

Jay, why don't you start by reminding everyone of the aggregate revenue and fee measure overall?.

Yeah..

And then, maybe Nate, you can give some color..

Hey. Good morning, Craig. So just at the top level, the ratio of our aggregate revenue to average assets under management has actually increased from a year ago. It's increased on a management fee-only basis as well as a total basis, as I have mentioned.

That's because obviously, we've added a number of high-quality alternative managers that have higher management fee rates and also contributed to the performance fee opportunity, but also, our alternative managers are growing as part of our mix, the existing Affiliates.

So even when you exclude 2016's new investments, our fee rates have been stable to maybe up a bit, both on a management fee and total basis.

And maybe, Nate, if you want to give a little more context to what's happening at the next level?.

Sure.

So, I think when we talk about fee pressure, obviously at a high level, sort of Jay did mention (25:16) how it's happening across the whole business, but maybe to just focus on a couple of different dynamics here, right? So, one, if you look across many of our Affiliates, they've got good track records, they are managing their capacity, either because of product capacity or just opportunity in the market at the time.

And so, they're managing their product set pretty carefully. And that group of firms is able to sustain competitiveness on kind of flows and all that while maintaining their pricing discipline. So, there's a category of Affiliates that I'd sort of put in that bucket.

And then next thing I'd say is, there's definitely parts of the business where there's fee pressure, whether it's certain product categories, certain geographies, certain channels.

And there, I think Affiliates are having to make those kinds of choices, and you can actually see, in some ways, some of the choices they're making reflected in the fact that the fee rate for our business overall has been quite stable.

One piece, and you touched on this is, we are seeing some of our Affiliates kind of lower fees a bit in trade for sort of longer duration, whether it's in longer lot kind of multi-year kinds of products, and we think that's a good trade.

And again, depending on how you look at the pricing structure for those products, many of which will also include performance fee component.

If you think that that longer duration will allow an expanded investment opportunity set, and therefore potentially higher performance, you can actually get – you can think about those as a little bit, the trade between slightly lower management fees for slightly – ultimately higher realized performance fees, potentially.

And then the third point, and you touched on this as well, but also, while there are areas we're seeing fee compression, that's offset in many respects by what we're seeing in product development, which is much of which is happening in relatively high fee areas.

So, we're seeing lots of increased allocations, alternatives for example from retail investors and platforms. And so, while there are some of the dynamics you talked about, if you compare that to much of the other – such products, they're still coming online at very good effective management fee level.

So, you sort of put all those together and hopefully that gives you a sense of the color that sits under the high level that Jay described..

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

Okay. Thank you very much. Thanks for taking the question. I had to join a little bit late. Unfortunately, some of the breaking news in the industry was flowing as well with the continuing calls, so I apologize if you called this already. Can you talk a little bit about in the outflows on the U.S.

equity side and maybe institutional, I guess you called out a couple of one-offs. So just wondering if you may give a little more detail behind that and then I have a follow-up question..

Right. We did a version of the first question. But, Nate, why don't you reinforce that? And then, Bill, since that's only half a question, we'll let you ask your second one..

Thank you..

So in U.S. equities, as we said in the prepared remarks, so I said U.S. equities, we had outflows in about $4.5 billion in the quarter. So it grows in about $3.5 billion and outflows of about $8 billion. And so, what would I say about what was driving it in U.S.

equity? So at a high level, a lot of that's consistent with the rest of the industry, but was changed sort of in this quarter. I'd sort of point you to a couple of different dynamics.

One is we did in our prepared remarks talk about one lumpy large institutional outflow and actually – and then, we also mentioned in our prepared remarks that the product's performing fine and that client was doing rebalancing and in fact has allocated back to the same Affiliate in a different product already in this quarter in a different product as I said.

And then, look, the other underlying sort of somewhat positive trend in U.S. equities is we are -always continue to see outflows in U.S. retail for U.S. equities. We do see that trend – the outflow trend kind of slowing there as well..

And on an overall basis, through the balance of the year, we feel quite optimistic about our positive flow momentum, and we called out and discussed a range of illiquid products, which are raising funds as well in the mix of that. Go ahead.

What's your second question, Bill?.

Okay. Thank you, and I apologize if I go back while you go forward on that one. In terms of capital management, I think you laid out a pretty shift in policy last quarter with the dividend and then the buyback, and I think you mentioned about $20 million. This quarter is only about $80 million.

I'm wondering if you could sort of lay out where do we go from here and how you balance between repurchase, dividend growth, and maybe new investments..

You better have Jay answer those..

Yeah. You might come back to the new investment piece. So, just on the capital, I've mentioned and I'll just reiterate that we do expect to repurchase $120 million in the second quarter and that'll bring our total for the first half to $200 million.

And then, as we look forward to the back half, we do expect to maintain balance sheet flexibility to fund new investments or repurchase additional shares. However, the one thing that is in our sight is that $200 million retail bond, which we do expect to retire in the third quarter.

That will add about $0.14 on a run rate accretion basis to our earnings. And beyond that, we'll evaluate our needs, which could include new investments, additional share repurchases or further de-levering or combination of these things..

Great..

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

Thanks. Good morning..

Hey, Dan..

I know you guys walked through – backed away from updating guidance on a quarterly basis, but I guess if you kind of talk to some of the inputs and where they sit relative to original expectations.

Obviously, markets look like they're doing better, but wondering if you can give a little more color on maybe the performance fee outlook and then also the $0.18 in performance fees this quarter, kind of where those – would Affiliates drove that, please..

Yeah. Sure, Dan. So, yeah, you're right. I think on the last call, we said that just given the size of our business today and the sort of diversity of it, we're really likely to just do one time a year at the beginning of year for full guidance, but happy to kind of comment on the drivers again.

I think the first one is just as you saw on the release, we start the second quarter at $754 billion in AUM and that's reflective of the closing of all of our 2016 new investments have added an additional $35 billion in the quarter, as well as market appreciation and as you mentioned, it has been a strong quarter.

Our blend in the quarter through March 31 was 4%. And then if you look at it and you bring it forward through last Friday, our blend is up another 1%, so bringing the total year-to-date to 5% approximately. And as you know, our model convention has been 2% per quarter or 4% for the first half.

So we're experiencing slightly higher market levels early in the year relative to our model convention.

The other two main assumptions or inputs that go into – or that can impact our 2017 guidance are performance fees in capital deployment, and I'll talk about performance fees maybe over the course of the year just on capital, which is a more simple one.

As I just mentioned, we do anticipate another $120 million in repurchases, bringing our total to $200 million in the first half. And we do expect our weighted average share count for the whole year to be about $56.6 million, so that's helpful for modeling. The other assumption being performance fees.

Firstly, I wanted to say and to address your question, with the addition of the 2016 new investments and a number of them report on a lag, we do expect performance fees throughout the year.

And so, other than our fourth quarter, which tends to be the highest performance fee quarter, we do expect the first quarter to be the next highest and then the third obviously the lowest. And so, as you heard, performance fees in the first quarter were $0.18 compared to $0.09 a year ago.

We expect the second quarter to be in the range of $0.06 to $0.12, that is consistent with last year's $0.10 number for the second quarter. And in the third quarter, we just don't have that many contracts that are expected to crystallize in the quarter, so our expectation is that the third quarter will be just a few pennies.

Of course, the fourth quarter is where we experience the bulk of our performance fees. And though it's still early in the year, we are seeing positive performance across a range of our alternative products consistent with our expectations..

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

Great. Thanks for taking my call. Good morning..

Good morning..

I guess I just have, at this time, a broader question.

But given your Affiliate structure and each your Affiliates kind of operating completely – well, independently, but given the increased demands on scale across the industry, in understanding that you provide some – the global distribution that you do provide help that the Affiliates wanted with compliance and other things, but how do you really best – do you feel like you're efficiently delivering scale across all your Affiliates as they operate independently? I mean how do you really kind of scale, take advantage of that on an administrative and operational basis, maybe not so much on the distribution side?.

Yeah. Well, look, I think scale economies exist in parts of the industry; distribution, compliance, maybe some administrative functions are among them. And in those areas, we absolutely offer Affiliates the advantages of being part of a global scale asset management company.

And we're in conversations building relationships with the largest, most important clients, and their constituents and advisors around the world. So while there's of course always more to be done, I think we're in a very good place in terms of exploiting those economies of scale.

I think the more important point, which to us seems often lost in broader discussions about the benefits of consolidation is that in many areas of the industry, especially in alpha generation, it's not at all clear that scale is a benefit.

And in fact, in many cases, you can see and imagine transactions that involve some integration, disturbing the operating and investment culture.

And it seems to us to be, if you look across the history and the industry, quite rare that integration transactions actually result in better performance and to the contrary, most often, they result in worse performance.

Of course, our model, our business strategy is predicated on preserving and protecting the independent operating and investment culture of our Affiliates and to maintain the very strong direct alignment that direct equity ownership brings with clients.

And so, the elements of alpha generation, which in our view are most important, of course, it always requires execution. But if you don't start with a focused operating and investment culture, you don't start with direct alignment of interest, it becomes more challenging. And so for us, to sustain excellent results and re-allow for generation.

So for us, we're quite confident that the structure and approach that we have, as you look forward and think about the industry's evolution where mediocre equity products, mediocre investment products generally are losing share to passive as they should, but simultaneously clients, both global institutional and retail, are increasingly focused on and investing in outstanding alpha-oriented products, including alternative products as a complement to that passive beta exposure.

And so, for that universe of alpha-oriented products, in our view, you need to have the right ingredients. You need to have, of course, the right product set. But you need especially to have underlying firms, which are positioned as best they can in terms of alignment and focus to sustain alpha generation.

And in that respect, scale is the enemy, not the friend..

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

Great. Thanks very much. Good morning, guys.

Can we just try to segment the private equity component of the alternative business a little better in terms of – I don't know if we can dimension the actual realizations that you're seeing? And then when you talk about the fundraising cycle, are you – maybe if you could talk a little bit more about the product sets coming into? And I assume you're counting that when it becomes fee-paying as opposed to just raised and not fee-paying.

And then, are there different pricing structures or agreements rather that would change the sort of the fee rate that you're overall – you've seen overall in your institutional services (39:49)?.

Yeah. So, I think you understand the pricing structures correctly, so it is as they come on our fee bank. So, let me back up and try and help dimension the book. So, there's a few different – there's a number of different Affiliates who have products in the kind of the private equity, and what we're calling the private equity and real asset bucket.

The sub-strategy, if you want to call that, includes firms like, as sort of the primary ones, firms like Baring Asia, firms like EIG, and firms like Pantheon.

So these are firms that are leaders in their respective areas, sort of Asia in private equity as well into real estate, and now increasingly credit, EIG in the energy space, in a few different ways in Pantheon, both in private equity primaries, secondaries, co-invests and increasingly, infrastructure and real assets as well.

And so it's a broad view, and there are other Affiliates implementing others who have products in this area as well. So, very broad group.

And as Sean said earlier, it's really just the – kind of just the accident of how the calendar worked out, with the pace of realizations happening – for several of these – happening to come ahead of the timing of raising new funds.

And I think we talked about a bit maybe last quarter, there were also some other things in there, right? So, EIG, you can imagine being slightly slowed by energy prices and those kinds of things. So, it just sort of worked out that the realizations are ahead of the fundraisings.

And so, when we look to the back – I think the way we characterized in our prepared remarks, it's the back half of this, the first half of next. Although, again, we should start to see some things in the second quarter. It just stacked up at sort of primary products.

So the terms are all – have sort of primary products and then are also expanding their product sets into other areas, and so I don't want to imply that there's been no activity. But the primary products, as they move into those fundraising cycles, that's just how they end up getting weighted, and it really did just happen to come across those firms.

So I wouldn't just call one or two out and describe it that way..

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

Thanks, guys. Just given the strength on the retail side, just had a question on the institutional, and maybe a few clarifications, just given what you guys said in terms of the outlook.

So, one, I guess just on the outflows in the quarter, was any of that performance-driven or was it the trends that we're seeing in the industry, in terms of some of the vast (42:38) pressure? And then, just in terms of that fund cycle, I don't know if you can somewhat size – I know you can't usually give us what the funds that are being raised and the anticipation of the fund size, but more the funds that are currently being invested, like what the fund size is, so we can kind of get a sense on like what the base of that asset raise could be.

And then I guess same thing on the realizations.

If you have anything, whether it's for the quarter for the last 12 months on like how significant that has been in the line where you have client cash outflows and realizations, because a lot of people look at that a little differently, in terms of outflows versus realizations being part of the private equity of the real asset business.

So, couple questions there, but just trying to shed a little bit more light on the institutional side..

Sure. Just at the highest level, and then I'll turn to Nate. The U.S. equity product set has, of course, exposure to the same kinds of structural pressures that the broader industry is facing, but we're actually seeing, over time, a narrowing of the outflows.

And I think what we have this quarter were a couple of one-off institutional outflows that were actually, if you look at the underlying Affiliates, were not performance-related. So if you look past that and extrapolate from the current trends and look at the performance of our underlying Affiliates, that's what gives us the confidence.

Nate, do you want to add to that?.

Sure. So, yeah, I think that covers the sort of the backward-looking piece a bit. And then I think, looking forward, I think – let me start with private equity and real assets segment part of your question.

So I think what we've said on the last call, just to try to help you dimension kind of the potential incremental impact of that cycle, I think we said probably about $10 billion net, I think was the number that we used.

So, just as a way to dimension those, we say can't – obviously, we can't go into sort of specifically how they're fundraising each products.

But also the other thing is, while we do have – as I described in answer to an earlier question, while we do have a decent amount of visibility, these are very high-quality firms with really good track records, both on the investment track records as well as fundraising track records.

And so we can have a high degree of confidence as they go into the fundraising cycle. And the products, as I said, range from, whether it's Asian private equity or real estate or credit through the energy product set into secondaries and whatnot.

But if you look across that product set, we have a pretty good sense of how they're thinking at least, and have seen kind of the work they're doing around dimensioning the demand for those products. So feel like, while we can't know the exact sizes of them, we can have pretty good sense directionally.

And then I think, overall, as we sort of think about the flows in the institutional channel sort of the short term ahead, as Sean said, normalizing for the lumpy outflows, one of which was in global equities, one of which was in U.S. equities. While we do see a little bit of softness continuing in U.S.

equities, we feel really good about the demand we're seeing and actually the accounts we've seen that are won but not yet funded, both especially in alternatives, but also in some of the global equity areas. So, yeah, feel good about that over the longer term..

Thank you. Our next question comes from the line of Patrick Davitt with Autonomous Research. Please proceed with your question..

Hey. Good morning, guys..

Good morning..

I have a couple more around outflows. First on the U.S. equity outflow, you mentioned that has reallocated this quarter.

Why wouldn't that just be a straight transfer? Was there just a longer decision process between what they actually wanted to put it in? And the second one, if you could, would be to qualify the commentary around the pipeline relative to last quarter and year-over-year even if it's as general as matter?.

Okay. Well, on the first – this is my memory, but I'm the first, I believe it really is as funny as the accident of literally quarter timing..

Okay..

I think it was right at the end of one quarter and then the first day of the next month on the other quarter just literally de-weigh it (47:22)..

Okay..

Though the first quarter worked out. So I think it was – at my memory, it's literally just the hatch (47:29)..

Surprisingly, the client was indifferent to where our quarterly reporting flows..

Yes, exactly. So, I think that was that one. But the – and then on qualifying looking forward, so I think the – we feel really good, as I said earlier, about the kind of won but not funded and some of those will take some time to fund the won-but-not-funded contracts and all that.

And then, I'd say the kind of the RPs (47:58) and finals and kind of the activity levels I think are sort of good and consistent with, as I think we talked about, the elevated – we have talked about the activity last quarter in sort of finals and I think the overall activity levels remains good..

Thank you. Our next question is a follow-up from the line of Robert Lee with KBW. Please proceed with your question..

Thanks, and thanks for taking my follow-up. I just had a question on flows. I mean, obviously, we're all focusing on the gross inflow, the outflow, the $1.3 billion.

But maybe economically, the $1.3 billion outflow, is that a good indication of kind of the EBIT contribution of flows if we were thinking a bit in that context? Or given the mix of Affiliates and asset classes, was there a positive EBIT contribution from – despite of having the kind of headline asset outflow?.

So, yeah. I appreciate that question because there's a lot of questions on flows. And when you look at our AUM table, you'll note that the flows are the smallest number on the page net.

And surely, the $35 billion of new investments or the $30 billion of market swamp set (49:17) number, so does FX event this quarter and the impact of those flows are proportionate to our business. So, I think the flows as a percentage were like 0.3% down and that's about what it impacted our earnings..

And said differently, I think our additional disclosure around aggregate revenue and ratios to assets so that you're getting a sense of what the stability of the fee level is, over time, is important. I think we – and Nate had a good answer to this earlier, so I'll refer you to that while – rather than restating it.

But we feel good about how our overall business is positioned and how Affiliates are responding to challenges in the broader environment. And while there are some challenges, I think we're pleased that are business and our Affiliates are holding up very well.

And what you're seeing in contrast to others in the industry, what you're seeing at AMG is real stability in the fee levels..

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

Hey. Hey, everybody. Good morning..

Good morning..

Sorry. Just another one around some of the channel dynamic in the quarter. I wanted to head on the high net worth channel, it looks like that the flows there are a bit softer than what we've seen in the past in the beginning of the year.

So I was wondering if you could give us a little more color on what's kind of happening underneath and again, more importantly, the forward backdrop..

Got it. So focusing in on the high net worth channel. Yeah. So, just to dimension for a second. So as we said in the prepared remarks, right, so another positive quarter.

I do think if you look I think kind of up quarter-over-quarter and down a bit from the very beginning of last year, which we're – especially that second quarter, which is a very strong gross sale quarter and low net outflow quarter.

So, in this quarter, we had about $4 billion of gross sales, $3.5 million redemptions and spent 13 positive quarters in a row. So, we feel really good about kind of the stable, steady contribution that we're getting from high net worth business.

In terms of dimension, the pieces underneath that, I think in the prepared remarks, we broke it into the two categories and you think about the wealth management Affiliates, which had positive flows.

But we're also seeing pretty strong and sustained flows into the SMA businesses and kind of the biggest contributors for us there are sort of strong global equity flows and also municipal bonds including, in both cases, ones that are sold through our AMG Funds U.S. platform.

So feel good about that, and we are seeing some good momentum on the – and I think consistent with some of the underlying industry dynamics on the SMA side. So sort of longer term maybe to finish off that – answer that question.

I do think that – sorry, we think that separately managed account market has a lot of potential and traction, and we have strong products there and some of this, as I said, is responding to the way platforms are moving as they anticipated the deal overall. So feel good about the momentum there..

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

Great. Thanks for taking my follow-up. Just appreciate the asset class disclosure that you've got. Maybe if you can talk a little bit about the quantitative strategy contribution.

And we can see AQR with a little over $3 billion on the mutual fund side, positive flows in the quarter and maybe not getting firm-specific, but if you can talk about what you would view as the overall contribution of floats from quantitative strategies and is that in own alternatives or would you characterize some of that in multi-asset as well?.

Yeah. So I think maybe just to step back for a second and talk about – when we think about the firms that are maybe I'll say more quantitative because I think most of our Affiliates have some quantitative element to their strategies.

But when we think about what are sort of – what would be broadly put into that sort of quantitative bucket (54:00) that makes. So one, as you know, very strong franchise in the alternative space across a number of Affiliates.

You think about firms like AQR and Winton and Systematica and First Quadrant, BlueMountain, Capula, I would even put many of their products into those kinds of buckets and think about their strategies. So I think they're very strong franchise across a number of Affiliates in alternatives.

I do think it includes sort of equities franchises as well, again, across several Affiliates. And I think you could put into that both sort of the more traditional sort of client equity kinds of products and strategies.

You might also put into that sort of the factor – so sort of so-called factoring and smart beta, which lots of people are talking about now. You could put that there as well. And I think a couple of our Affiliates, in that case, most notably, AQR have quite strong – have really been pioneers and have quite strong franchises there. Yeah.

So I think this is definitely broader than just – in the alternatives category and I do think it also – and you've alluded to this in your comment, you also see it coming as a strong franchise across different channels for us as well..

AQR, Winton, Systematica, First Quadrant. We have firms, which are leading the development of advanced machine learning, artificial intelligence applications which, over time, I think will play an increasingly important role and each in their way, these firms are innovating and developing products, all really at the highest level of the industry.

So, as you think about that broad trend unfolding over time, we feel very good about how AMG is positioned to benefit from it..

Thank you. Ladies and gentlemen, thank you. We have come to the end of our time allowed for questions. I'll now turn the floor back to Mr. Healey 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 we're confident in our ability to continue to create shareholder value through the organic growth of our existing Affiliates, create investments in new Affiliates, and consistent capital return to investors.

We look forward to speaking with you next quarter..

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